LCL RESOURCES LIMITED — Capital/Financing Update 2007

Aug 27, 2007

P R O S P E C T U S

Prospectus for an offer of 6,750,000 shares at an issue price of 20 cents each to raise a total of \$1,350,000 (minimum subscription 5,000,000 shares to raise \$1,000,000).

Company Directory Important Information

Directors

John Fillmore Non-Executive Chairman

Bruce Paterson Non-Executive Director and Company Secretary

Keith Weston Managing Director and Chief Executive Officer

Company Secretary

Bruce Paterson (03) 9641 8939

Registered Office

Level 2 224 Queen Street Melbourne VIC 3000

Share Registry

Security Transfer Registrars Pty Ltd (08) 9315 0933

Auditor

William Buck

Independent Geologist Vidoro Pty Ltd

Solicitors To The Issue Herbert Geer & Rundle Lawyers

Tenement / Native Title Reviewer AMTS Pty Ltd

Investigating Accountant William Buck (Vic) Pty Ltd

Proposed ASX Code MNC

This Prospectus is dated 13 August 2007 and a copy of the Prospectus was lodged with ASIC on that date. Neither the ASIC nor the ASX take responsibility for the contents of this Prospectus.

Within seven days of the date of this Prospectus, the Company will make an application to the ASX for the Shares offered pursuant to the Prospectus to be admitted for quotation on the ASX.

No Shares will be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus. No person is authorised to give any information or to make any representation in connection with the Offer other than as contained in this Prospectus. Any information or representation in connection with the Offer which is not contained in this Prospectus may not be relied on as having been authorised by the Company in connection with the Offer. Neither the Company nor any other person warrants the financial performance of the Company or the performance of the Share price.

Persons wishing to apply for Shares pursuant to this Offer must do so using the Application Form attached to or accompanying this Prospectus. Before applying for Shares, potential investors should carefully read the Prospectus so that they can make an informed assessment of the rights and liabilities attaching to the Shares, the assets and liabilities of the Company, its financial position and performance, profits and losses, and prospects.

Any investments in the Company should be considered speculative. Applicants should read this document in its entirety and persons considering applying for Shares pursuant to the Prospectus should obtain professional advice.

Neither this Prospectus nor any Application Form constitutes an offer or invitation in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer of invitation. The distribution of this Prospectus (including in electronic form) in jurisdictions outside Australia may be restricted by law. Persons who come into possession of this Prospectus should seek advice on and observe any such restrictions, as any failure to comply with such restrictions may constitute a violation of applicable securities law.

This Prospectus only constitutes an offer in Australia. Where this Prospectus has been dispatched to, or accessed electronically outside Australia, this Prospectus is provided for information purposes only.

A number of terms and abbreviations used in this Prospectus have defined meanings which appear in Section 13.

Indicative Timetable Table of Contents

Dates shown in the table below are indicative only and may be varied. The Company reserves the right to reduce the Offer Period, which may bring forward the subsequent dates. The Company reserves the right to change the Opening Date and the Closing Date without prior notice, which may have a consequential effect on the other dates.

Lodgement of this Prospectus with ASIC 13 August 2007

Opening Date for Offer Period* 21 August 2007

Closing Date for Offer Period* 14 September 2007

Dispatch of Statements of Shareholders* 21 September 2007

Expected date for Shares to commence trading on the ASX* 27 September 2007

* In the event that the ASIC extends the Exposure Period, these dates will be

extended by seven days.

	Important Information	Inside Cover
	Chairman's Letter	2
1	Investment Highlights	3
2	Details of the Offer	5
3	Board of Directors	7
4	Company and Project Overview	9
5	Independent Geologist's Report	22
6	Tenement / Native Title Report	41
7	Investigating Accountant's Report	49
8	Government Regulation and Policy	55
9	Risk Factors	57
10	Material Contracts	59
11	Additional Information	61
12	Directors' Authorisation	64
13	Definitions	65
14	Glossary of Technical Terms	66
	Application Forms

Chairman's Letter

13 August 2007

Dear Investor

I am pleased on behalf of the Board, to invite you to invest in the Metminco Limited as a shareholder. As you are aware, the resources sector of the ASX has in recent years experienced significant growth. The Company is focused on exploring for and locating potentially valuable mineral deposits through exploration and joint ventures. The main purpose of this issue is to undertake initial testing of the Company's principal prospects. The initial focus will be on ready to drill targets Angelo and Grants Creek, where previous exploration has provided promising results and substantial exploration programs are warranted. Additionally, the West Lake Eyre Uranium Project will be a priority exploration focus.

The Company's current exploration portfolio as detailed in this Prospectus, concentrates on gold and uranium projects.

The Board is confident that Metminco's projects represent an excellent portfolio of exploration opportunities and we are excited by the potential for significant new mineral discoveries. Upon the successful completion of this capital raising, the Company will be well funded to mount a focussed exploration program on our project areas and continue to seek and review further suitable projects with a view to building a substantial exploration asset base.

I look forward to working with Keith Weston and Bruce Paterson on the Board of Metminco, both of whom have considerable mineral resources industry experience.

On behalf of the Directors, I look forward to your investment and participation in the Company.

Yours faithfully

John Fillmore Chairman

1 Investment Highlights

• Two ready to drill gold prospects, Angelo and Grants Creek, where initial exploration work has outlined targets that warrant significant exploration programs.
• The Angelo project has two large soil anomalies, one over six kilometres long, where preliminary drill testing has revealed gold values up to 3.42g/t.
• The Grants Creek project has mineralised areas over a strike length of three kilometres with rock chip samples up to 84g/t au.
• The uranium copper gold prospect of West Lake Eyre in South Australia shows a strong gravity anomaly similar to that of the Prominent Hill and Olympic Dam style iron ore copper gold uranium mineralisation. This untested target zone is a priority for further exploration.
• The Sophie Downs Project, where work will concentrate on potential for uranium, rare earth elements and gold.
• The Company will undertake a non-renounceable entitlement offer of Loyalty Options within three months of listing on the ASX. Holders of shares will be entitled to one Loyalty Option for every two shares held at the date for determining entitlements as set by the Directors. The Loyalty Options are to be issued at 1 cent each with an exercise price of 25 cents and a term of 5 years.

Name	State	Tenement Number	Replaces Tenement Number	Area
Grants Creek	WA	P 80/1576	P 80/1382	184.8 ha
	WA	P 80/1578	P 80/1383	166.7 ha
	WA	P 80/1579	P 80/1384	166.4 ha
	WA	P 80/1582	P 80/1385	169.7 ha
	WA	P 80/1575	P 80/1386	196.7 ha
	WA	P 80/1577	P 80/1387	199 ha
	WA	P 80/1580	P 80/1388	173.2 ha
	WA	P 80/1581	P 80/1389	169.8 ha
Angelo	WA	E 80/2707		74.9 sq km
Sophie Downs	WA	EA 80/3742		228.5 sq km
Mulgul	WA	E 52/1987		336.8 sq km
West Lake Eyre	SA	ELA 2007/00222		609.6 sq km
King River	NT	ELA 26112		245.8 sq km

Metminco Project Tenements

1 Investment Highlights

Capital Structure

	Minimum Subscription	Maximum Subscription
Shares currently on issue	46,500,005	46,500,005
Comprising:
15,025,005 Shares held by Directors and promoters*
31,475,000 Shares held by persons other than Directors and promoters
New Shares offered under this Prospectus	5,000,000	6,750,000
Total Shares on issue at the completion of the Offer	51,500,005	53,250,005
Offer Price per Share under the Offer	20 cents	20 cents
Notional market capitalisation of Shares at Offer Price	\$10,300,001	\$10,650,001

* This number includes 1,000,000 Shares that the Company has agreed to issue under the Bluekebble Agreement as summarised in Paragraph 10.2 of this Prospectus.

Investment risks

The Shares to be issued pursuant to this Prospectus should be considered speculative. They carry no guarantee as to payment of dividends, return of capital or the market value of the Shares. The prices at which an investor may be able to trade the Shares may be above or below the Offer Price paid for the Shares. Prospective investors must make their own assessment of the likely risks and determine whether an investment in the Company is appropriate to their own circumstances.

As with any share investment, there are risks associated with investing in the Company. The principal risks that could affect the financial and market performance of the Company are detailed in Section 9 of this Prospectus. Risks outlined within Section 9 include:

• Government regulation
• Exploration and exploitation
• Operating
• Environmental
• Native title and land access
• Share market
• Insurance
• No profit to date
• Future capital needs
• Economic and Government
• Commodity price and exchange rate risk

Before deciding to invest in the Company, applicants should read this Prospectus in its entirety, consider all factors in light of their individual circumstances and seek appropriate professional advice.

2 Details of the Offer

2.1 The Offer

By this Prospectus, the Company offers up to 6,750,000 Shares at an Offer Price of 20 cents per Share to raise funds of up to \$1,350,000.

The Shares to be issued pursuant to this Prospectus are of the same class and will rank equally in all respects with the Existing Shares in the Company. The rights and liabilities attaching to Shares are set out in the Company's Constitution which is described in Section 11.7 of the Prospectus.

Persons wishing to apply for Shares should refer to the Application Form and instructions contained at the back of this Prospectus.

2.2 Applications

Under the Offer, members of the general public may apply for Shares pursuant to this Prospectus. Applications for Shares under the Offer can only be made on the Application Form contained at the back of this Prospectus.

The Application Form should be completed in accordance with the instructions set out on the back of the Application Form.

Applications under the Offer must be for a minimum of \$2,000 and then in increments of \$500. No brokerage, stamp duty or other costs are payable by Applicants.

The Offer is not underwritten and a sponsoring broker has not been appointed. A broking fee of 5 per cent will be paid for each successful application bearing a broker's stamp.

Refer to Section 2.3 below for payment and lodgement details.

2.3 Payment and Lodgement Details

All Application Forms must be completed in accordance with the instructions and must be accompanied by a cheque in Australian dollars for the full amount of the application. Cheques must be made payable to "Metminco Limited - Share Offer Account" and should be crossed "Not Negotiable". All Application Monies will be paid into this share offer account.

Completed Application Forms and cheques must be received by the Company before 5.00pm EST on the Closing Date.

Please deliver or post to:

Metminco Limited Level 2, 224 Queen Street Melbourne VIC 3000

Applicants are urged to lodge their Application Forms as soon as possible, as the Offer may close early without notice.

An original, completed and lodged Application Form for Shares together with a cheque for the Application Monies, constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in each Application Form. The Application Form does not need to be signed to be valid. If the Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may be treated by the Company as valid.

The Directors' decision as to whether to treat such an application as valid and how to construe, amend or complete the Application Form is final, however

an Applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque for the Application Monies.

2.4 Minimum Subscription

The minimum subscription for this Prospectus is \$1,000,000. No Shares will be allotted or issued until the Offer has reached its minimum subscription. If the minimum subscription has not been achieved within three (3) months after the date of this Prospectus, all Application Monies will be refunded, without interest, in accordance with the Corporations Act

2.5 Purpose of the Offer

The principal purposes of the Offer are to:

• facilitate the listing of the Company's Shares on the ASX;
• fund the Company's exploration program;
• provide funds for project generation and the assessment of additional exploration projects;
• provide funds to meet operational costs; and
• provide funds to meet costs associated with the Issue.

Proposed exploration expenditure on the Company's projects is outlined in Section 4 (Company and Project Overview).

2.6 Proposed Application of Funds Raised

Metminco Limited plans to raise a minimum of \$1,000,000 and a maximum of \$1,350,000 pursuant to the Offer. The Company intends to apply the funds raised from the Offer over the next two years as detailed in the table below.

Metminco Limited has approximately \$1,875,000 in cash at the date of the Prospectus. Administration costs are budgeted for the two year period at \$400,000 per year.

Proposed Application of Funds

	Minimum Subscription	Maximum Subscription
	(\$1,000,000)	(\$1,350,000)
Cash as at date of Prospectus	\$1,875,000	\$1,875,000
Funds raised by the Prospectus	\$1,000,000	\$1,350,000
Expected cash post issue	\$2,875,000	\$3,225,000
Expenses relating to the Offer	\$250,000	\$275,000
Aggregate exploration budget for the coming 2 years	\$1,650,000	\$1,650,000
Aggregate administration budget for the coming 2 years	\$800,000	\$800,000
Contingencies and uncommitted funds	\$175,000	\$500,000
TOTAL:	\$2,875,000	\$3,225,000

The Directors are satisfied that upon completion of the Offer, the Company will have sufficient capital to meet its stated objectives.

The use of further equity funding or share placements will be considered by the Directors where it is appropriate to accelerate a specific project.

2 Details of the Offer

It is also possible that the cost of additional exploration, the proving up of resources or the acquisition of further projects may exceed the current or projected financial resources of the Company. In that event such project development or acquisitions would be funded by joint venturers and/or project finance and/or equity issues (subject to requisite shareholder approvals).

2.7 Capital Structure

Refer to the Capital Structure Table in Section 1

Options on Issue

The Company has no options on issue. The Company proposes to conduct an entitlement issue of Loyalty Options after listing. This entitlement issue is described in paragraph 2.14.

2.8 Allocation and Allotment of Shares

The Directors reserve the right to reject any application or to allot a lesser number of Shares than applied for. If the number of Shares allocated is less than applied for, or no allotment is made, the surplus Application Monies will be promptly refunded without interest.

Subject to the ASX granting approval for quotation of the Shares, the allotment of Shares will occur as soon as practicable after the Offer closes. All Shares issued pursuant to the Offer will rank pari passu, in all respects with the Existing Shares of the Company. Statements of shareholding will be dispatched by the Company's Share Registry. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares. Applicants who sell the Shares before they receive their statement of shareholding will do so at their own risk.

2.9 Application Monies to be Held in Trust

The Application Monies for Shares to be issued pursuant to the Offer will be held in a separate bank account on behalf of Applicants until the Shares are allotted. If the Minimum Subscription is not met within a period of three (3) months from the date of this Prospectus, the Application Monies will be refunded in full without interest, and no Shares will be allotted pursuant to this Prospectus. All interest earned on Application Monies (including those which do not result in allotment of Shares) will be retained by the Company.

2.10 ASX Listing

The Company will apply to the ASX no later than seven (7) days from the date of this Prospectus for the ASX to grant official quotation to the Shares issued pursuant to this Prospectus.

If the Shares are not admitted to quotation within three (3) months after the date of this Prospectus, no Shares will be issued. Application Monies will be refunded in full without interest in accordance with the Corporations Act.

Neither the ASX nor the ASIC take responsibility for the contents of this Prospectus. The fact that the ASX may grant official quotation to the Shares issued pursuant to this Prospectus is not to be taken in any way as an indication by the ASX as to the merits of the Company or the Shares.

2.11 Restricted Securities

Shares on issue as at the date of this Prospectus will be subject to the restricted securities provisions of the ASX Listing Rules. Accordingly, some or all of the Existing Shares may be required to be held in escrow for up to 24 months and may not be transferred, assigned or otherwise disposed of during that period. Restrictions agreements have been or will be entered into in accordance with the ASX Listing Rules.

A summary of the expected escrow period is set out in the table in the next column:

Affected securities and holders	Number of Shares subject to escrow	Escrow period
Shares held by Directors and promoters prior to the Offer	12,862,425	24 months
Shares issued to raise 'seed capital' prior to the Offer (excluding Shares issued to Directors and promoters)	22,637,500	12 months

The actual level of escrow restriction and period is subject to ASX discretion.

2.12 CHESS and Issuer Sponsorship

The Company will apply to be admitted to participate in the Clearing House Electronic Sub-register System, known as CHESS. ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and Securities Clearing House (SCH) Business Rules. On admission to CHESS the Company will operate an electronic CHESS sub-register and an electronic issuer sponsored sub-register. These two sub-registers will make up the Company's register of Shares. The Company will not issue certificates to Shareholders. Rather, holding statements (similar to bank statements) will be dispatched to Shareholders as soon as practicable after allotment. Holding statements will be sent either by CHESS (for Shareholders who elect to hold Shares on the CHESS sub-register) or by the Company's Share Registry (for Shareholders who elect to hold their Shares on the issuer sponsored subregister). The statements will set out the number of Shares allotted under the Prospectus and provide details of a Shareholder's Holder Identification Number (for Shareholders who elect to hold Shares on the CHESS sub register) or Shareholder Reference Number (for Shareholders who elect to hold their Shares on the issuer sponsored sub-register). Updated holding statements will also be sent to each Shareholder following the month in which the balance of their shareholding changes, and also as required by the ASX Listing Rules or the Corporations Act.

2.13 Dividend Policy

As the Company's projects are at the exploration stage, it is not expected that the Company will be in a position to pay dividends in the short to medium term.

The Directors will consider a dividend policy if the Company achieves appropriate profits. That policy will take into consideration the financial position of the Company, including cash requirements for future exploration and development and the Company's taxation position.

2.14 Entitlement Issue of Options after Listing

No options are being offered by this Prospectus.

All Shareholders registered on the Company's register of Shares at a record date to be announced within three months after the Shares are admitted to the Official List of the ASX will be entitled to participate in a non-renounceable entitlement to Loyalty Options on the basis of one (1) Loyalty Option for every two (2) Shares held. The Loyalty Options are to be issued at 1 cent each with an exercise price of 25 cents and will expire 5 years after their date of issue.

A disclosure document for the entitlements issue of Loyalty Options will be prepared when the Loyalty Options are offered. Shareholders registered at the record date and who wish to subscribe for Loyalty Options will need to complete the application form that will accompany and form part of the disclosure document at that time.

2.15 Enquiries

This document is important and should be read in its entirety. Persons who are in any doubt as to the course of action to be followed should consult their stockbroker, solicitor, accountant or other professional advisor without delay. Questions relating to the Offer can be directed to the Company Secretary. Questions relating to the completion of the Application Forms can be directed to the Share Registry.

3 Board of Directors

3.1 Director Profiles

John Fillmore LLB, BComm Non-Executive Chairman

John has practised as a lawyer continuously since his admission in 1977. In 1985 he established his own firm, J.A. Fillmore & Co. That firm continues under his control today as a boutique legal firm providing advice and services to a range of business enterprises both within and outside Australia.

John is chairman or director of a number of unlisted companies in agriculture, financial services, investment, property and several private investment companies.

John holds Bachelor of Commerce and Bachelor of Laws degrees from the University of Melbourne and is a Fellow of the Tax Institute of Australia. John's involvement in boards has become a substantial component of his professional life in recent years.

Keith Stuart Weston BSc (hons) MAusIMM MIQ Managing Director and Chief Executive Officer

Keith Weston is a geologist with over 22 years experience in the minerals industry in Victoria, NSW & WA. This includes working for North Kalgurli Mines, Planet Resources Group and an extended period within the Mineral Resources Section of the Geological Survey of Victoria and Department of Minerals & Energy. He was the Exploration Manager of Goldminco NL prior to consulting to the Victorian and Western Australian minerals industry. Since 2001 he has worked in the Extractive Industries sector for a number of quarrying operations, in both a managerial and technical capacity.

Bruce Paterson LLB

Non-Executive Director and Company Secretary

Bruce Paterson has been providing advice both within and to a wide range of companies in the mineral resources and energy industries for over 25 years.

Originally trained as a metallurgist steelmaker, Bruce subsequently obtained a Bachelor of Laws degree from The University of Melbourne. With broad senior management experience gained from 17 years at Newcrest Mining Limited and over 10 years as a legal practitioner, Bruce has developed an extensive mineral resources industry knowledge and complementary legal and company secretarial skills that are highly relevant to Australian based ASX listed companies.

3.2 Corporate Governance

Good corporate governance is vital to the success of the Company. The Board is responsible for the overall corporate governance of the Company and it recognises the need for the highest standards of ethical behaviour and accountability. The Board is committed to administering its corporate governance structures to promote integrity and responsible decision making. The following policies and procedures have been implemented and are available in full on the Company's website at www.metminco.com.au or by writing to the Company:

• Securities Trading Policy
• Code of Conduct
• Board Charter
• Audit and Risk Committee Charter
• Continuous Disclosure Policy

To the extent that they are considered relevant and reasonably adoptable by the organisation, the Company has adopted the Ten Corporate Governance Principles and Best Practice Recommendations as published by the ASX Corporate Governance Council in 2003 ("Recommendations").

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 afforded further consideration.

Set out below is a summary of the Company's practices in relation to the Recommendations, including an 'If not, why not?' report in relation to matters of corporate governance in which the Company's practices depart from the Recommendations.

Principle 1 Lay solid foundations for management and oversight.

The Board has adopted a Board Charter, which sets out the Board's areas of responsibility and the way in which the Board will interact with management and conduct business. The responsibilities of each Director have also been clearly set out in each Director's terms of appointment.

Principle 2 Structure the Board to add value.

The Company complies with most of the Recommendations in this Principle.

The Board consists of three Directors, two of whom are non-executive Directors. The executive Director carries out the role of Chief Executive Officer and Managing Director for the Company. Mr Paterson, a nonexecutive Director, provides services to the Company (as described in Section 10.4). Accordingly, the Company does not have a majority of independent Directors.

Also, due to its current size, the Board has decided against establishing a nomination committee at this time.

In all other respects the Company complies with the recommendations in this Principle.

Principle 3 Promote ethical and responsible decision-making.

The Company has adopted a Code of Conduct to guide Directors and any other key executives as to the practices necessary to maintain confidence in the Company's integrity and the responsibility and accountability of individuals for reporting and investigating of reports of unethical practices.

The Company has also adopted a policy concerning trading in its securities by Directors, management, staff and significant consultants.

Principle 4 Safeguard integrity and financial reporting.

The Managing Director is responsible for reporting to the Board that the Company's financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and are in accordance with the relevant accounting standards.

The Board has established an Audit and Risk Committee which consists of Mr Bruce Paterson (Chairman) and Mr John Fillmore. These Directors will draw on appropriate external expertise where required to perform the committee's duties. The committee's charter has been approved by the Board.

3 Board of Directors

This structure does not meet the Recommendations in relation to this Principle as the committee does not have the recommended minimum of 3 members nor a majority of independent Directors.

Principle 5 Make timely and balanced disclosure.

The Company and its Directors recognise the importance of timely and balanced disclosure of all material matters concerning the Company and are aware of the ASX Listing Rule disclosure requirements. To this end, the Company has adopted formal written policies regarding disclosure to ensure that Company announcements are accurate and are made in a timely manner and to ensure compliance with disclosure requirements.

Principle 6 Respect the rights of shareholders.

The Board recognises its duty to empower shareholders by communicating effectively with them regarding the major developments affecting the Company. All significant information disclosed to ASX will be posted on the Company's website as soon as it is disclosed to ASX. The Company will also communicate information to shareholders and the market through its annual report, the annual general meeting, half-yearly reports, quarterly activity and cash flow reports and other announcements released to ASX under the continuous disclosure requirements.

While the Company has not adopted a formal communication strategy to promote effective communication with shareholders, the Company will maintain a shareholder email list for the distribution of Company announcements and reports.

Principle 7 Recognise and manage risk.

The Board and the Audit and Risk Committee are responsible for the identification, monitoring and management of significant business risks in the implementation of appropriate levels of internal control. Due to the size of the Company, the Board did not see the need for formal policies on risk oversight and management however, risk factors are a standing agenda item at Board meetings.

Principle 8 Encourage enhanced performance.

It is the policy of the Board to ensure that the Directors and executives of the Company be equipped with the knowledge and information that they need to discharge their responsibilities effectively, and that individual and collective performance is regularly and fairly reviewed. Due to the current size of the Company, the Board did not see the need for formal processes for evaluating the performance of Directors and executives at this time however, there is expected to be ongoing monitoring of performance by the Chairman and the Board.

The Directors and executives have access to continuing education to update and enhance their skills and knowledge, in relation to the Company and the industry and environments within which it operates.

Principle 9 Remunerate fairly and responsibly.

See Directors Remuneration in paragraph 11.9 of this Prospectus.

Principle 10 Recognise the legitimate interest of stakeholders.

The Company has adopted a formal Code of Conduct to guide compliance with legal and other obligations to legitimate stakeholders.

4 Company and Project Overview

The information provided in this section is in summary form only. Investors should read the remainder of this Prospectus, which contains more detailed information, before making a decision to apply for Shares.

Background

The Company was incorporated on 18 May 2006. It changed its status to that of a limited company on 26 July 2007.

Table of Contents

Kimberley Region Projects	9
Angelo	10
Grants Creek	12
Sophie Downs	14
Mulgul Project	16
West Lake Eyre Project	18
King River Project	20

Kimberley Region Projects

Metminco has three exploration areas in the Eastern Kimberley region of Western Australia. All lie within the Halls Creek Orogen, a major north easterly trending Proterozoic belt. These projects are Angelo, Grants Creek and Sophie Downs (Figure 1). Metminco believes these assembled projects have the potential to host economic deposits of gold, copper, base metals and Rare Earth Elements (REE) and in the case of Sophie Downs, potential sedimentary hosted uranium and thorium deposits. The Grants Creek and Angelo tenements are subject to farm in agreements, with Metminco funding and conducting exploration to earn up to a 70% interest in the tenements. Metminco holds a 100% interest in the Sophie Downs project. The Company's Kimberley exploration prospects are described in more detail in the following section.

Figure 1: Location Map - Kimberley Region Projects and adjacent mines and prospects.

Angelo Project

Location and Access

The Angelo Project is located approximately 40km south-west of Halls Creek and some 5km south east of the Great Northern Highway. Access is via the Great Northern Highway and then east on station tracks and across country. Topography is generally subdued, though strongly incised by the Mary River and its tributary streams, which bisect the area.

Tenure

The project area is covered by Exploration Licence, E80/2707, granted on 3 February 2006 for five years.

Geology & Mineralisation

The project area comprises rocks of the Olympio Formation, a turbiditic sequence of interlayered and interfingered shales, siltstone, greywacke and sandstone. The tightly folded sedimentary sequence ranges from vertical to steeply east dipping. Structure within the area is dominated by north easterly trending lineaments, sub-parallel to foliation and stratigraphic trends.

No previous gold workings have been recorded in the area. Most of the previous work in the general vicinity was directed to the porphyry copper style mineralisation of the nearby Mount Angelo Porphyry.

Commencing in 1990, exploration, consisting of stream sediment sampling, extensive soil & rock chip sampling and

reinterpretation of aeromagnetic data, outlined two large regional soil anomalies. The subsequent RAB drilling revealed gold mineralisation occurring in quartz veined shale, siltstone and greywacke.

Leonardo Prospect

The Leonardo prospect is located near the eastern margin of an extensive soil geochemical anomaly over six kilometres long and up to a kilometre in width (Figures 2 and 3). The anomaly

is defined by gold in soil values over 10 ppb with the highest result of 1920 ppb (1.92 g/t). It was tested by two traverses of RAB drill holes, with a line spacing of 400 metres. The drilling delineated mineralised zones which returned elevated gold values, with the best results of 4 metres at 3.42g/t Au and 4 metres at 2.54g/t Au. The two drill traverses are in a similar geological setting, indicating that the zone may be continuous. The mineralisation is open in all directions and is considered by the Company to be an excellent target for further drilling with the potential for a substantial gold mineralised system.

Figaro Prospect

A further zone of coincident gold and arsenic anomalism, known as the Figaro prospect, occurs in the southern portion of the project area. Soil geochemistry outlines a zone in excess of one kilometre long and up to 500 metres wide.

Arsenic levels are generally above 50ppm and gold values greater than 10ppb, peaking at 266ppb.

Exploration Potential

The Angelo project area is the primary focus of Metminco's exploration. This stockwork style of mineralisation, within the Olympio Formation, is new for the area, although it has analogues with the historic Halls Creek goldfield. The strong gold and arsenic soil anomalies over large strike length and width indicate that the area warrants a significant exploration program.

It is proposed to extend the soil sampling to the northeast of both the Leonardo and Figaro prospects to determine the full extent of the geochemical anomaly. The results of this work will be combined with prospect scale geological mapping to define suitable drill targets. Additional drilling is planned on the Leonardo prospect to extend and infill the previously discovered mineralisation.

Proposed exploration expenditure

YEAR 1	YEAR 2
\$292,400	\$422,100

Prospectus Metminco Limited 11

Grants Creek Project

	v
鱼 ÷

Project	Tenement/Ref Number	Status	Current Area
Grants Creek	P80/1575 (1386), 1576 (1382), 1577 (1387), 1578 (1383), 1579 (1384), 1580 (1388), 1581 (1389), 1582 (1385). (Original Tenement Number)	Granted	14.26 km2 In Total

As with the Angelo project, Grants Creek is located in the Eastern Zone of the Lamboo Complex. However, the mineralised reefs are close to the contact between the metavolcanics of the Biscay Formation and the Olympio Formation. As the mineralisation appears constrained to particular horizons and is coincident with anomalous soil sampling results, the Company believes there is strong likelihood of strike extensions to these reefs as well as the discovery of new mineralised zones that have no surface expression.

Location and Access

The Grants Creek Project is located approximately 60km north of Halls Creek. Access is via the Great Northern Highway for some 60km then easterly, by well maintained station tracks to the Alice Downs homestead before turning southerly to the Grant's Creek mining centre. The tenements are wholly within the Alice Downs Pastoral Lease.

Tenure

Tenure over the historic Grants Creek mining centre is provided by eight contiguous prospecting licences covering an area of 14.26km2 (Figure 4).

Figure 4: Grants Creek Project – Geology, tenement boundaries and mine locations.

Geology & Mineralisation

Grants Creek goldfield lies just to the east of the NNE trending Halls Creek Fault, within the Eastern Zone of the Lamboo Complex. The identified reefs lie either wholly within the metabasalts of the Biscay Formation (Star of Kimberley reef), or at close to the contact of the Biscay Formation and the Woodward Dolerite (Perseverance reefs) and occasionally in the turbiditic sediments of the Olympio Formation (Moody reefs). Structurally, the Grants Creek prospect lies between splays of the regionally significant Halls Creek Fault.

The reefs within the metabasalts average 0.6 metre in thickness and 150 to 250 metres in strike length. The quartz is dark blue to dark grey and glassy; it generally contains abundant pyrite, galena and rare chalcopyrite. Boxworks and limonite patches and small gossans are common in the oxidized zone, however, the oxidized zone is shallow and sulphides occur usually within 1 metre or so of the surface. The gold is mostly associated with the sulphides.

Southern Ventures commenced modern exploration in 1980. A subsequent Joint Venture with Dominion Mining conducted an extensive soil and rock chip sampling program in the vicinity of the known workings and attempted to test for strike extensions of the mineralized systems by costeaning. Subsequent drilling focused on two main prospect areas, in and around the historic workings, namely Perseverance and the Star of Kimberley. The joint venture defined a non-JORC compliant resource for the project of an indicated 67,000 tonnes at the grade of 4.97g/t gold, 16.28 g/t silver, 0.73% lead and 0.25% zinc.

Metminco's joint venture partner, Pacrim Energy Limited commenced a new phase of exploration activity in 2003. Rock chip sampling returned numerous high grade assays up to 84 g/t Au. Subsequent auger soil sampling defined additional prospective zones aided by the interpretation of Landsat images. A main target horizon has been outlined by mapping and anomalous gold & arsenic soil geochemistry over 3 kilometre strike and 250m width (Figure 5).

Drilling is permitted over this zone and Metminco intends to review the target zone as a priority and will undertake a drilling program during the latter half of 2007, subject to drill rig availability.

Exploration Potential

The Grants Creek Project has the potential to host economic deposits of gold. Previous exploration has largely focussed on the historic workings of the known reefs, with only limited examination on the strike extensions and almost no examination of repetitions within similar lithological horizons. Recent soil sampling program revealed other anomalous areas away from the known reefs. Metminco considers the project area to have potential for an increase in the size of the known mineralisation and for the discovery of concealed gold mineralisation in favourable structural settings.

Proposed exploration expenditure

YEAR 1	YEAR 2
\$99,900	\$147,200

Figure 5: Grants Creek Project – Soil geochemistry interpretation, rock chip sampling and quartz outcrops.

Sophie Downs Project

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Project	Tenement/Ref Number	Status	Current Area
Sophie Downs	E80/3742	Application	228 .5 km2

The Sophie Downs Project is a grass roots tenement that contains numerous showings of mineralisation in a wide variety of geological environments. Metminco's main focus will be on gold mineralisation in similar settings as the Angelo & Grants Creek project areas. The area has the correct lithologies and structural controls to host gold mineralisation of similar character to other deposits in the region as well as rare earth element mineralisation and sedimentary hosted uranium and thorium deposits.

Location and Access

The Sophie Downs Project is located some 25 kilometres to the north east of Halls Creek and covers parts of the Sophie Downs, Alice Downs and Saunders Creek pastoral leases. Access is provided by the Great Northern Highway from Halls Creek and within the tenement by graded station roads and tracks. Access to the southern part of the project area is very difficult even for 4 wheel drive vehicles, due to the presence of very rugged strike ridges and may have to be explored on foot.

Tenure

The project area is covered by Exploration Licence Application 80/3742, applied for on 1 September 2006. There is a competing prospecting licence, P80/1587 of 50 hectares within the project area, (Figure 6), pegged subsequent to the E80/3742 application.

Geology & Mineralisation

The majority of the project area covers a portion of the Eastern Zone and a small part of the Central Zone of the Lamboo

Complex. It also encompasses parts of the Sophie Downs Dome, a large granite intrusive and the Saunders Creek Dome.

Mineralisation styles within the project area are diverse, ranging from vein and stockwork hosted gold copper mineralisation through to felsic granite related Rare Earth Element occurrences.

Some of the known prospects within the project area and the wider area are shown on Figure 6.

Prospects identified by previous explorers include

• Scheelite mineralisation hosted within carbonate and calc-silicate horizons within the Biscay Formation.
• Gold in the Lower Proterozoic rocks within the Halls Creek Group.

• The Gentle Annie base metals prospect which comprises a number of outcropping gossans with high base metal values. These gossans appear to be the surface expression of sulphide rich black shale.

• The Poverty Gully mineralisation consisting of a number of discrete quartz stringer veins concentrated at the interface of metabasalt and shales.

• Rustler's uranium thorium prospect in the Biscay Formation, adjacent to the Woodward Dome.
• Niobium and rare earth mineralisation associated with felsic alkaline igneous rocks. Work to date suggests some similarities exist between this mineralisation and the niobium-bearing units in the Brockman's area to the southeast.

Exploration Potential

The Sophie Downs Project, whilst being the subject of some previous exploration, is still a grass roots exploration area. Earlier exploration was, in Metminco's view, somewhat unfocussed, often targeting multiple commodities and various styles of deposit. The approach of Metminco will be to concentrate on the gold potential of the Gentle Annie area on the basis that it is an obvious strike extension of the old Halls Creek goldfield and the difficult terrain has limited previous systematic exploration. The Company will also examine the geophysical data of the

project area to identify favourable sites for concentrations of uranium mineralisation similar to the Rustlers Uranium prospect and follow up the previous rare earth mineralisation in the Eastern portion of the Sophie Downs Dome.

Proposed exploration expenditure

YEAR 1	YEAR 2
\$50,700	\$157,560

Figure 6: Sophie Downs Project – Regional geology and prospect locations.

Mulgul Project

The Mulgul exploration licence is located some 200 km north of Meekatharra and represents a grass roots exploration area amenable to targeting large base metals prospects. The area lies only 25km southwest of the Abra deposit (200Mt of 1.8% Pb & 0.18% Cu), and has potential for similar deposits as well as secondary fault and fissure hosted gold and base metal mineralisation.

Exploration Potential

Metminco's Mulgul exploration project is grass roots in nature. However, geological research highlighted this area as it is believed to have good potential to host base metal deposits of the Abra type. The Abra deposit, 200Mt at 6g/t Ag, 1.8% Pb, & 0.18% Cu, is the most significant discovery in the Bangemall Basin rocks. It lies adjacent to the NE trending Tangadee Lineament and was discovered by drilling a magnetic anomaly. It is a large, stratabound, polymetallic deposit with no surface geological or geochemical expression.

The Mulgul exploration licence straddles the Tangadee Lineament and lies some 25km southwest from the Abra deposit. The existing Mulgul base metal prospect within the project area is a secondary fault hosted deposit that has tapped a deeper source of base metals.

Deposits like Abra could occur in any units overlying the Tringadee Formation in a suitable structural position proximal to a local heat source.

Location and Access

The Mulgul exploration licence is located approximately midway between the towns of Meekatharra and Newman and some 25 kilometres northwest of the Mulgul Homestead, in the Gascoyne region in the central west of Western Australia. Access to the area is via the Great Northern Highway and then the unsealed Mingah Springs and Mulgul Station access road.

Tenure

The project area is covered by Exploration Licence E 52/1987 granted on 31 January 2007 for five years.

Regional Geology

The Mulgul project area lies within the Edmond Fold belt of the middle Proterozoic Bangemall Basin, which lies between the Archaean Yelgun and Pilbara Cratons. The sediments of the Bangemall Basin were deposited into the early Proterozoic Capricorn Orogen. The initial structure is interpreted to be a broad shallow basin into which a succession of stromatolitic dolomite, chert, sandstone and mudstone were deposited into lagoonal to shallow marine environments (Edmond Subgroup). This was followed by deposition in deeper waters, of clastic sediments such as shales, mudstone and siltstone (Collier Subgroup). Numerous dolerite sills were then intruded into the Edmond and Collier Subgroups, predominantly in the northwest and southeast of the Basin.

Regional Exploration History

Since the 1960's there have been numerous phases of exploration within the Bangemall Basin. The main commodities to attract exploration interest are base metals, gold, uranium, diamonds and manganese. Traditional geochemical methods of stream and soil sampling have been effective in locating small deposits of near surface mineralisation, whilst geophysics, particularly aeromagnetics, is the main tool for discovering the larger blind deposits such as Abra.

Within the Mulgul region, exploration has focussed on base metals due to the proximity of the area to the main base metal deposits of the Jillawarra Basin (which is a sub basin of the Bangemall Basin). The project area has only been lightly explored, for both gold and base metals and remains prospective due to the paucity of systematic examination for mineralisation.

Geology & Mineralisation

The project area hosts rocks of the Irregully Formation of the Edmond Subgroup, comprising dolostone, mudstone, siltstone and sandstone. This is overlain by the Backdoor Formation of the Collier Subgroup comprising mudstone and siltstone.

Fault and fissure related copper mineralisation accounts for the majority of mineralisation in the Bangemall Basin. This style of mineralisation is associated with northeast trending faults that parallel the Tangadee Lineament, that appear to have tapped a basement source of base metals. Further deposits of this type are the main target, along with Abra style mineralisation.

Proposed exploration expenditure

YEAR 1	YEAR 2
\$113,500	\$114,700

Figure 7: Mulgul – Geology and prospect locations.

West Lake Eyre Uranium Project

Project	Tenement/Ref Number	Status	Current Area
West Lake Eyre	ELA2007/00222	Application	609.6 km2

The West Lake Eyre Uranium Project is located in the Eromanga Basin region of South Australia and covers sedimentary rocks of the Oodnadatta Formation. Historical exploration by MIM Exploration Pty Ltd delineated a significant gravity anomaly on the western portion of the project area which still remains untested. The strength and location of this gravity anomaly is similar to that of the Prominent Hill and Olympic Dam style Iron Oxide Copper Gold mineralisation (IOCG) (Figures 8 and 10). Paleochannels within the area are considered by the Company to provide potential for heavy mineral placer deposits which may contain gold, uranium, chromium or platinum mineralisation.

Re-interpretation and reprocessing of radiometric data has delineated untested radiometric anomalies within sandstone units of the Oodnadatta and Winton Formations, which are within the project area.

Location and Access

The West Lake Eyre Uranium Project is located approximately 150 km northwest of Marree on the western side of Lake Eyre. Access to the tenement is via the Oodnadatta Track which is suitable for most traffic while bush tracks on the alluvial plains give reasonable access within the project area.

Tenure

The project area is covered by Exploration Licence Application 2007/00222 applied for on 22 April 2007.

Regional Geology

The project area is situated within a broad, open embayment of Eromanga Basin rocks which transgress onto older basement rocks of the northern part of the Adelaide Geosyncline. These older basement rocks consist of Palaeoproterozoic and Mesoproterozoic metasedimentary sequences and intrusive alkali granite and Neoproterozoic and Cambrian sedimentary rocks. They contain a variety of mineral deposits notably copper and uranium. In

particular, numerous uranium deposits and occurrences are found within the Mount Painter Complex to the south east of the project area. The project area is mainly composed of the Cretaceous Winton Formation and Oodnadatta Formation.

To the south, west and northwest of the project area, rocks of the Gawler Craton are exposed. These rocks are the oldest in the region and comprise Archaean to Mesoproterozoic metamorphic, granitic, acid volcanic and metasedimentary rocks and represent basement to the Mesozoic sedimentary formations.

Exploration Potential

The project area has many untested, radiometric anomalies within prospective host-rock formations of Cretaceous age. This is encouraging considering the minimal amount of exploration work carried out within the project area, particularly for uranium. This type of target has not been previously investigated in the area (Figure 9).

30

20

10

0

10

milliGals

20

30

40

Figure 9: West Lake Eyre Image showing anomalous radiometric zones.

Metminco intends to target two distinct styles of uranium mineralisation. Primarily the focus will be on sandstone hosted deposits within Cretaceous sediments and Tertiary palaeo-drainages. In this context, portions of the Oodnadatta and Winton Formations, at depths of less than 50 metres are considered prospective. Exploration will be directed to determining the character of the palaeochannels within the project area by further analysis of NOAA-AVHRR thermal imagery.

Also to be targeted, are deeper unconformity related deposits in Proterozoic rocks.

The Company's major exploration effort will be directed towards the discovery of Olympic Dam style iron oxide copper, gold and uranium mineralisation. IOCG deposits within the Gawler Craton are associated with large hydrothermal breccia systems spatially associated with granitic rocks that occur on major structures.

On the west side of the West Lake Eyre tenement, a 20 milligal gravity anomaly, similar to the Prominent Hill anomaly remains untested. This gravity anomaly is within the same structural corridor that contains Olympic Dam deposit, about 160 km to the south.

Proposed exploration expenditure

YEAR 1	YEAR 2
\$44,500	\$97,500

Figure 10: West Lake Eyre Bouguer Gravity image of Eastern Gawler Craton

Figure11: Location of West Lake Eyre Project in Gawler Craton

King River Uranium Project

Project	Tenement/Ref Number	Status	Current Area
King River	ELA26112	Application	245 .8 km2

The King River Uranium Project is located in the Daly River Basin region in the Northern Territory. Historical exploration focused mainly on phosphate and diamonds. Re-interpretation and reprocessing of previous radiometric data has delineated untested prospective anomalies within the Cretaceous sandstone units. The area has potential to host sandstone and unconformity

style uranium deposits.

Location and Access

The King River Uranium Project is located approximately 45 kilometres south west of the Katherine township. Access to the project area is provided by the Victoria Highway and graded roads suitable for most traffic in the dry season, while bush tracks on the alluvial plains give reasonable access within the remainder of the project area.

Tenure

The project area is covered by Exploration Licence Application 26112 applied for on 3 May 2007. The project area falls within the Perpetual Pastoral Lease 0525 (NT Portion 1604) under the control by Consolidated Pastoral Company Pty Ltd.

Regional Geology

The King River Uranium Project is located in the Daly Basin region of the Northern Territory south of the Pine Creek Geosyncline. The Daly Basin is a northwest-trending intracratonic sedimentary basin, situated between the older Pine Creek Orogen to the north, Victoria Basin to the southwest and McArthur Basin to the east. To the south, it is overlain by the Dunmarra Basin. It contains the lower Palaeozoic Daly River Group sediments comprising predominantly limestone and dolostone.

The local geology comprises mainly Cretaceous sediments of white, brown and black quartz sandstone and

ferruginous sandstones, silty sandstone, siltstone and claystone with minor pebble conglomerates. Towards the northern portion of the project area, the limestone rocks outcrop, comprising partly silicified pink grey and white limestones with some chert banding.

Exploration Potential

Regionally, the project area is located on the northern part of the Daly River Basin, south of the Pine Creek Geosyncline, and which hosts the major uranium and gold resources in the Northern Territory. This structure also contains economic quantities of base metals, tin, cobalt and nickel. The tenement is located to the south of the uranium deposits of the ABC prospect and Edith Uranium Field (Figure 12). Similarities are known to exist between the lithologies mapped on ELA26112 and those of the Alligator River Uranium Fields.

The area is favourable for sandstone unconformity style uranium deposits. The project area hosts extensive strong untested, highly prospective radiometric anomalies which, Metminco believes, warrant exploration follow up (Figure 13).

Proposed exploration expenditure

YEAR 1	YEAR 2
\$40,000	\$49,700

Figure 13: Image showing anomalous radiometric zones.

to Metminco Limited on Mineral Exploration Tenements in Western Australia, Northern Territory and South Australia

David G Jones MSc, FAusIMM, FIMMM, MAIME, MGSA Date: 6th August 2007

2 The Nook, Underwood, Queensland 4119 Telephone: +61 7 3423 1041 Facsimile: +61 7 3423 1042 Mobile: +61 4 1966 4553 Email: jonesd@bigpond.net.au

Table of Contents

Summary	24
Introduction	25
East Kimberley, WA	25
Regional Geology	25
Local Geology	26
Previous Exploration, East Kimberley	27
Grants Creek Prospecting Licences	28
Previous Exploration - Grants Creek	29
Recent Exploration, Grants Creek Prospecting Licences	29
Metminco Exploration Programme and Budget, Grants Creek Prospecting Licences	29
Sophie Downs EA 80/3742	30
Previous Exploration, Sophie Downs EA 80/3742	31
Metminco Exploration Programme and Budget - Sophie Downs	31
Angelo E 80/2707	32
Previous Exploration, Angelo E 80/2707	32
Recent Exploration, Angelo E 80/2707	33
Metminco Exploration Programme and Budget, Angelo E 80/2707	33
Mulgul E 52/1987	33
Regional Geology	33
Local Geology	34
Prospect Geology	35
Deposit Model - Abra: An Exhalative Massive Sulphide	35
Previous Exploration	36
Exploration by Metminco	36
Budget and Programme	36
West Lake Eyre ELA 2007/00222, SA	37
Metminco Exploration Programme and Budget - West Lake Eyre	37
King River ELA 26112, NT	37
Regional Geology	37
Local Geology	37
Previous Exploration	37
Metminco Exploration Programme and Budget - King River	38
Property Descriptions and Location	39
Property Details	39
References	40

Figures

Figure 1	Local access, East Kimberley tenements	26
Figure 2	Summary geology, Kimberley Region	27
Figure 3	Generalised geology in the vicinity of Halls Creek	27
Figure 4	Local geology, Grants Creek Prospecting Licences P 80/1575-1582	28
Figure 5	Prospect Geology, Sophie Downs EA 80/3742	30
Figure 6	Interpreted bedrock geology, Angelo E 80/2707	32
Figure 7	Gold in soil anomalies outlined by Perilya and Panorama	33
Figure 8	Geological regions in the vicinity of the Bangemall Basin	34
Figure 9	Local Geology in the vicinity of E 52/1987	35
	Figure 10 Location of ELA 2007/00222 in Gawler Craton	37
	Figure 11 Regional geological setting, ELA 26112 King River	38
	Figure 12 Local geology, ELA 26112 King River	38

Tables

Table 1	Summary of Proposed Metminco Budget	24
Table 2	Main population centres, Kimberley Region	25
Table 3	Proposed Budget, Grants Creek Prospecting Licences	29
Table 4	Proposed Budget, EA 80/3742 Sophie Downs	31
Table 5	Proposed Budget, E 80/2707 Angelo	33
Table 6	Proposed Budget, E 52/1987 Mulgul	36
Table 7	Proposed Budget, ELA 2007/00222 West Lake Eyre	37
Table 8	Proposed Budget, ELA 26112 King River	38
Table 9	Metminco Exploration Licences in WA	39
Table 10	Metminco Prospecting Licences in WA	39
Table 11	Metminco Mineral Tenement in SA	39
Table 12	Metminco Mineral Tenement in NT	39

Summary

Metminco Limited ("Metminco") has negotiated agreements to acquire, as well as holding in its own right, a series of mineral tenements in Western Australia ("WA"), the Northern Territory ("NT") and South Australia ("SA"). At the request of Mr Bruce Paterson, Director of Metminco, Vidoro Pty Ltd ("Vidoro") was commissioned in May 2007 to prepare an Independent Geologist's Report on those tenements, hereafter referred to as the "Metminco tenements"

Specifically, Metminco requested Vidoro to review and report on the exploration strategy, the exploration carried out to date, and proposed exploration, relating to the Metminco tenements. The review was undertaken by David Jones, Principal.

The Metminco tenements cover a variety of geological settings prospective for a wide range of mineral commodities. In the East Kimberley District of WA, eight prospecting licences with a total area of 1,426 hectares cover the former Grants Creek Gold Mining Centre where sporadic drilling over the past 20 years has delineated several small gold resources at attractive grades. The area is considered by Metminco to have potential for an increase in the size of the known mineralisation and for the discovery of concealed gold mineralisation in favourable structural settings.

South of Grants Creek the Sophie Downs Exploration Licence Application ("ELA") hosts a number of gossanous horizons that mark the Ilmars, Duffer Range and Gentle Annie Cu-Pb-Zn deposits, together with the mineralisation at Duffers and Bertha Peak, uranium mineralisation at Rustlers and a tungsten occurrence at Sophie North. The gossans are hosted within carbonate-rich rocks, calc-silicates and volcaniclastics of the Biscay Formation.

At the Angelo Project south of Hall's Creek in the East Kimberley, previous explorers have defined a large 6km by 1km gold-in-soil anomaly that has been confirmed by recent field work. An additional zone of coincident gold and arsenic anomalism of over 1km long and up to 500m wide lies to the south, also within Metminco's licence. First pass RAB drilling on lines 400m apart over the main anomaly by previous explorers has yielded intersections up to 4m @ 3.42 g/t Au and 4m @ 2.45 g/t Au. The mineralisation is open in all directions and provides excellent targets for additional drilling.

Northwest of the Peak Hill Gold Field in Western Australia, Metminco's Mulgul tenement is situated just outside the southern flank of the Jillawarra Sub-basin, host to the Abra mineralisation which is the largest undeveloped base-metal deposit in WA. Abra is a large, blind, exhalative polymetallic

sediment-hosted epithermal system. Its formation was coincident with the accumulation of the host sediments in a subaerial, subtidal to intertidal environment. It is possible that deposits like Abra could occur within Metminco's Mulgul licence in a suitable structural position and proximity to a local heat source.

An application has been lodged in SA on the western side of Lake Eyre to cover a pronounced 20 milligal gravity anomaly. The interpreted basement geology is considered by Metminco to be favourable for potential Prominent Hill style iron oxide copper-gold mineralisation.

In the NT, the King River ELA is located 45 km south-west of Katherine in an area considered prospective for sandstone, calcrete and unconformity-style uranium mineralisation. Previous airborne radiometric surveys have detected a series of 14 strong, untested radiometric anomalies within the ELA.

The selection of the mineral tenement areas by Metminco is based on sound geoscientific evidence and good results achieved by previous explorers. The geological models guiding Metminco's target selection have demonstrated validity in that world class deposits have been discovered using similar criteria.

The exploration programme proposed by Metminco is a logical continuation of the work done by previous explorers and manageable within the technical and financial resources that will become available to Metminco following a successful stock exchange listing. The balance of effort allocated to the individual properties is sensible, given the state of present knowledge as to the relative merit of each prospect.

It is noted that Metminco proposes that more than 32% of the first year's exploration operating budget of A\$641,000 will be spent on drilling, while only 27.5% of the entire first year's budget will be taken up by administration (see Table 1 below). Many large companies struggle to achieve this because of their high overheads, with wages and administration absorbing up to 70% of some budgets. The proportion allocated to drilling rises to 54% of the operating budget in the second year, which is a laudable objective, and if achieved would be a very efficient use of resources. A total budget of A\$2.982 million is proposed by Metminco for the next two years, broken down as Table 1 below.

In David Jones' opinion, the proposed annual expenditures by Metminco on exploration of A\$641,000 and A\$986,800 respectively in the first and second exploration years are more than adequate to meet both their commitments and the minimum expenditures required to maintain their licences in good standing during that period.

Table 1. Summary of Proposed Metminco Budget (in A\$ x 1,000)

Area	Year 1	Year 2	Total		Annual Commitment
				Year 1	Year 2
Grants Creek P's	99.9	147.2	247.1	59.0	59.0
EA 80/3742 Sophie Downs	50.7	155.6	206.3		Application
E 80/2707 Angelo	292.4	422.1	714.5	23.0	23.0
E 52/1987 Mulgul	113.5	114.7	228.2	108.0	108.0
ELA 26112 King River	40.0	49.7	89.7		Application
ELA 2007/00222 West Lake Eyre	44.5	97.5	142.0		Application
Operating budget	641.0	986.8	1627.8
Costs of listing, brokerage	275	0
Administration	400	400
Working Capital	139.8	139.8
Totals:	1455.8	1526.6	2982.4
(Drilling)	264.0	564.0	828.0

Introduction

At the request of Mr Bruce Paterson, Director of Metminco, Vidoro Pty Ltd ("Vidoro") was commissioned in May 2007 to prepare an Independent Geologist's Report on mineral exploration tenements held by or on behalf of Metminco in western and central Australia.

Metminco Pty Ltd was incorporated on 18 May 2006. A change in status to a public company was gazetted on 26 June 2007, and it became Metminco Limited on 26 July 2007. Metminco's primary objective is the discovery of significant precious and/or base metals mineralisation through the identification, acquisition and exploration of targets with the potential for world class mineral deposits.

The scope of the inquiries by Vidoro and of this report include the following:

• A review of the geological models and approach that Metminco has employed in Its tenement selection
• A review of the exploration portfolio of Metminco with respect to exploration history, exploration potential and Metminco's exploration strategy
• A review of the budgets proposed by Metminco for the next two years
• A review of the budgets referred to above to determine if they accord with joint venture arrangements (if any) and statutory expenditure levels
• A review of the work plans associated with the budgets referred to above

Mr David Jones, Principal of Vidoro, compiled the report. Mr Jones has in excess of 40 years experience as a geologist and has the necessary experience and qualifications to provide this report.

This report has been prepared in accordance with the VALMIN Code or, if it is not fully compliant, those areas where it is not, have been indicated and an explanation has been provided as to why this is so.

Vidoro's study commenced on 20th May 2007. Data supplied by Metminco was reviewed. Additional data was sourced from published books and journals, unpublished company reports held by the Geological Survey of Western Australia ("GSWA"), the Northern Territory Geological Survey ("GSNT") and the Geological Survey of South Australia ("GSSA"). These references are cited within the report and listed at the back of this report. A four-day field visit was made to the East Kimberley tenements.

There is a large body of data covering the various tenements, encompassing a period of 50 years from 1957 to the present. Metminco provided a warranty that, to the best of Metminco's knowledge, full accurate and true disclosure of all material information available to Metminco had been supplied to Vidoro.

The opinions expressed in this report have been based on information supplied to Vidoro by Metminco, its associates and their staff, as well as the additional information listed in the References.

All map illustrations in this report are registered to the 1994 Map Grid Australia ("MGA94"), using the 1994 Australian horizontal grid datum ("GDA94"), unless otherwise notified. Field observations are registered to the Universal Transverse Mercator ("UTM") 1984 World Geographic System ("WGS 84"), which is some 12 cm displaced from GDA 94. Given that the accuracy of the hand-held Global Positioning System ("GPS") receiver used by the author in the field is between 3-4m at best, the difference between WGS 84 and GDA 94 is trivial. The maps in this report are for illustration purposes only and should not be relied upon for navigation.

For convenience, in this report the Metminco tenements have been divided into 4 project areas:

• East Kimberley, WA
• Mulgul, WA
• King River, NT
• Lake Eyre, SA

East Kimberley, WA

The East Kimberley tenements are centred on the town of Halls Creek, 740 km SSW of Darwin and 570 km due east of Broome (see Frontispiece). The Great Northern Highway connects Broome with Darwin via Halls Creek. A few station tracks provide limited access to the tenements.

Halls Creek is located in the Kimberley Region, the most northern of Western Australia's nine non-metropolitan regions. The largest town, Broome, is 636 km by road west of Halls Creek. The port of Derby is 532 km by road west of Halls Creek, while the port of Wyndham is 370 km north via the Great Northern Highway. Kununurra, 360 km north of Halls Creek, is the nearest town with regular air services. Halls Creek has a number of local facilities, including a district hospital, a hotel, a motel, two bank agencies, a post office, two supermarkets, and two petrol stations.

Table 2. Main population centres, Kimberley Region Compiled by D G Jones from 2001 Census

Town	Population	Industry
Broome	15,900	Pearling, tourism
Kununurra	5,491	Pastoral, mining, tourism
Derby	3,689	Port, pastoral, mining, oil
Fitzroy Crossing	1,500	Pastoral
Halls Creek	1,287	Pastoral
Wyndham	800	Port, pastoral, tourism

Regional Geology

Metminco's East Kimberley tenements lie within the Halls Creek Orogen, a belt of deformed and metamorphosed Paleoproterozoic rocks that flanks the southeast margin of the relatively undeformed Kimberley Craton. The Halls Creek Orogen resulted from the collision of the Kimberley Craton with the North Australian Craton, in a manner similar to the collision of India with the Eurasian Craton that formed the Himalayas.

The Halls Creek Orogen formed in the Paleoproterozoic, but it also records a long history of intermittent reactivation until the end of the Palaeozoic. The orogen comprises the Paleoproterozoic Lamboo Complex, the deformed margins of the Paleoproterozoic Speewah and Kimberley Basins and their correlatives, and the deformed elements of a number of Mesoproterozoic, Neoproterozoic, and Palaeozoic sedimentary basins.

The Lamboo Complex includes all the deformed and metamorphosed plutonic, volcanic, and sedimentary rocks formed in the mid-Paleoproterozoic Era between 1910 Ma and 1790 Ma, and is divided into three north-

Figure 1. Local access, East Kimberley tenements

northeasterly trending zones: the Western, Central, and Eastern zones (see Figure 3). The zones are bounded by major fault systems, and each zone has a unique geological history. Turbiditic metasedimentary rocks were deposited, deformed and metamorphosed at different times in each zone. The Eastern zone was a passive continental margin of the North Australian Craton. Within the Central zone an oceanic island arc and marginal basin developed offshore from the Kimberley Craton around 1865 Ma, while the Western zone formed between 1870 and 1850 Ma as a rift on the margin of the Kimberley Craton.

Granites and gabbros intruded the Western zone between 1865 and 1850 Ma. The Central zone was intruded by tonalite sheets at 1850 Ma, with granites and gabbros intruding mainly the Central zone between 1835 and 1805 Ma. Each magmatic event has contrasting chemical and Nd isotope compositions and was derived from separate sources in different tectonic settings.

The Paleoproterozoic tectonic evolution of the Halls Creek Orogen is best explained by accretion between 2500 and 1850 Ma, followed by collision between the Kimberley Craton and the rest of the North Australian Craton at 1820 Ma.

Local Geology

The Metminco tenements generally straddle the fault boundary between the Central and Eastern zones. In the Central zone, mafic volcanics, volcaniclastics, and turbidites of the 1865 Ma Tickalara Metamorphics may represent either an oceanic arc fringing the Kimberley Craton above a new south-easterly dipping subduction zone, or a basin along the margin of the craton above a north-westerly dipping subduction zone/strike-slip plate margin (Sheppard et al., 1999). The rocks were deformed and metamorphosed at medium to high grade and intruded by sheets of tonalite at 1850–1845 Ma. Mafic and felsic volcanic rocks, and sedimentary rocks, of the 1841 Ma Koongie Park Formation were deposited in a basin associated with extension behind the convergent/ strike-slip plate margin.

The oldest rocks in the Eastern Zone of the Halls Creek Orogen are 1910 Ma felsic volcanic rocks of the Ding Dong Downs Volcanics, and associated granites. These are overlain by the passive continental margin fluviatile to shallow marine Saunders Creek Formation at the base of the Halls Creek Group. The Saunders Creek Formation had an Archean source region, ranging from ~3600 Ma to ~2512 Ma. It is overlain by

~1880 Ma passive margin basalts of the Biscay Formation, which have associated Cu-Pb-Zn and Au mineralisation.

Low- to medium-grade turbiditic metasedimentary rocks of the overlying Olympio Formation can be divided into upper and lower units separated by phases of alkaline volcanism at ~1857 Ma (Maude Headly Member) and ~1847 Ma (Butchers Gully Member) associated with REE and Au mineralisation. The Olympio Formation represents a transition from a passive to an active margin setting, with the development of a foreland basin (Sheppard et al., 1999). A single population of detrital zircons at ~1874 Ma dominates the lower unit, while the upper unit is dominated by a 1847 Ma population.

In the Central Zone, supracrustal rocks of the 1865 Ma Tickalara Metamorphics (Page et al. 1995a; Bodorkos et al. 2000b) were intruded by several large layered mafic–ultramafic intrusions over the interval 1860–1820 Ma (Hoatson 1997; Page & Hoatson 2000), broadly synchronous with regional high-T, low-P metamorphism at 1845±4 Ma (Bodorkos et al. 1999; Oliver et al. 1999).

Emplacement of post-metamorphic granites and gabbros of the Sally Downs Supersuite, together with layered mafic-ultramafic intrusions including the McIntosh intrusion, commenced at 1835 Ma (Sheppard et al, 1995; Bodorkos et al, 2000a; Page et al, 2001) and continent–continent collision was initiated at 1820 Ma, juxtaposing the Central Zone against the deformed 1915-1845 Ma passive margin succession of the Eastern Zone (Tyler et al. 1995). Deformed and metamorphosed Olympio Formation was intruded by post-1820 Ma granites of the Sally Downs Supersuite that stitch the south-western part of the fault system defining the boundary between the Central and Eastern zones (Tyler et al, 1995; Sheppard et al, 1997a). Post-tectonic granites as young as 1788 Ma occur in the southern Central and Eastern zones (Page et al. 2001; Sheppard et al. 2001).

Basal units of the Kimberley Group unconformably overlie orogenic rocks in all three zones (Blake et al. 2000). The 1780 Ma granites of the San Sou Suite intrude the southern part of the Eastern zone and are associated with Sn-Ta-W mineralisation. These granites are similar in age to the 1780 Ma Hart Dolerite, part of a large igneous province that intruded the 1800 Ma Kimberley Basin, overlying the Kimberley Craton.

The subsequent history of the Kimberley region is dominated by the formation and reactivation of the strike-slip Halls Creek Fault system with associated sedimentary basin formation.

The majority of the over 1330 mineral occurrences documented in the east Kimberley are hosted in

Figure 2. Summary geology, Kimberley Region Compiled by D G Jones

rocks of the Lamboo Complex (Hassan, 2000). A range of mineralisation styles, including orthomagmatic PGE-Cr-Ni-Cu-Ti-V, volcanichosted massive sulfide (VMS) Cu-Pb-Zn and REE-Ta, vein and hydrothermal Au, base metals, and U, and pegmatite and stratabound W-Sn-Ta have been recognized. Despite the large volume of granite present in the Kimberley Province, no regional or district scale alteration zones have been defined, and aplites and pegmatites are very scarce (Sheppard et al., in prep.). Despite the presence of highly reactive rock types (mafic igneous rocks, carbonates, iron formations, carbonaceous shales), which in other provinces host significant granite-related mineralisation, no major Au or base metal deposits have been located either within the granites or the associated country rock.

Vein and hydrothermal gold occurrences are concentrated in the Eastern zone of the Lamboo Complex. Many of these occurrences form a north-easterly trend, roughly parallel to the boundary with the Central zone. Dow and Gemuts (1969) were the first to recognize the strong stratigraphic control on gold mineralisation. Over 40% of the total of 262 vein and hydrothermal gold occurrences within the whole of the east Kimberley area are within the Biscay Formation in the Eastern zone of the Lamboo Complex. Another 52 occurrences are in the Olympio Formation, generally close to its contact with either the Biscay Formation or the Butchers Gully Member, and 21 occurrences are within

the Butchers Gully Member, near the base of the Olympio Formation. There are hardly any gold occurrences in the Olympio Formation away from its contact with the Biscay Formation. The gold mineralisation has no apparent association with granite intrusions, and instead, gold may have been derived from the mafic and alkaline volcanic rocks during the 400-300 Ma Alice Springs Orogeny (Warren, 1994). There are a few vein and hydrothermal gold occurrences in the Central and Western zones.

In the Central zone of the Lamboo Complex, felsic volcanic rocks of the Koongie Park Formation contain volcanogenic massive sulfide (VMS) Zn-Pb-Cu-Ag (±Au) mineralisation. The Mount Angelo Granite, which is probably petrogenetically related to these felsic volcanic rocks, hosts porphyry Cu-Mo (±Ag) mineralisation. Felsic volcanic and chemical sedimentary rocks of the Biscay Formation are associated with exhalative volcanogenic Zn-Cu-Pb mineralisation in the Eastern zone. Alkaline volcanic rocks of the Butchers Gully Member in the Eastern zone are host to REE-Ta mineralisation at the Brockman prospect.

Orthomagmatic Cr-Ni-V-PGE mineralisation is hosted by layered mafic-ultramafic intrusions in the Central zone and, to a lesser extent, the Western zone. Layered intrusions and hence this mineralisation style, are absent from the Eastern zone.

Previous Exploration, East Kimberley

Figure 3. Generalised geology in the vicinity of Halls Creek Compiled by D G Jones from Shepherd & Hassan (2000)

Gold was the first mineral to be discovered in the east Kimberley region. The discovery was made in September 1882 by two prospectors, Philip Saunders and Adam Johns. However, it was not until 1885 that the prospecting party of Charles Hall and John Slattery obtained the first payable amounts of gold, near Old Halls Creek (Playford and Ruddock, 1985).

The ensuing Kimberley gold rush reached its peak in mid 1886 when thousands of diggers from the southern parts of Western Australia, the Eastern colonies, and New Zealand came to work the alluvial deposits and rich narrow quartz reefs at the Ruby Creek, Mount Bradley-Brockman, Mount Dockrell, Halls Creek, and Mary River centres. This led to the proclamation in May 1886, of the Kimberley as the first goldfield in Western Australia.

By 1890, most of the alluvial and underground workings had been abandoned due to the remoteness of the area, lack of water, illness and disease, shortage of fuel, small size of the deposits, and the discovery of richer fields in the Pilbara, Murchison, and Eastern Goldfields. Recorded production prior to 1964 is relatively low, totalling 34,000 oz, about half from alluvial and dollied gold and half from reef gold. However, production was probably significantly higher as there were no reporting requirements for gold produced prior to 1896 and gold produced between 1896 and 1898 during the peak of the

gold rush probably went largely unreported in order to avoid the gold tax of 2s 6d per ounce.

Exploration by mining companies commenced in the 1950s. During 1954, the BMR carried out an airborne radiometric survey over part of the area and published a list of 54 welldefined anomalies. The survey resulted in a sudden increase in uranium exploration in the area. Most radiometric anomalies coincided with lateritic ridges and were considered to be caused, in part, by topographic effects combined with moderate background radiation.

Between 1961 and 1963, Peko Mines carried out exploration of previously identified copper occurrences at Mount Angelo, New Homestead (near Lamboo Homestead), and the Venture 3 or Golf Course prospect near Halls Creek.

Modern mineral exploration in the Kimberley region began in 1963 when Pickands Mather and Company International ("PMI") carried out regional stream sediment sampling over most of the east Kimberley area. Follow-up of the anomalies outlined by this programme led to the discovery of many base metal (e.g. Gentle Annie), nickel–copper (e.g. Bow River), and chromite (e.g. Lamboo) prospects. Pickands Mather explored VMS-style mineralisation in the Koongie Park Formation at Moola Bulla and at Koongie Park, southwest of Halls Creek between 1966 and 1968. Follow-up work by Kennecott Explorations (Australia) between 1972 and 1976 led to significant intersections of copper, lead, and zinc in the Koongie Park Formation.

Most recent gold exploration in the Lamboo Complex has been in the vicinity of known lode gold and alluvial workings. This work is discussed below separately for each tenement block.

Grants Creek Prospecting Licences

Access to the Grants Creek area (known previously as the Grants Patch Mining Centre) is via the Great Northern Highway to the turn-off to Alice Downs homestead, 58 km north of Halls Creek. The 16 km gravel road to Alice Downs becomes a rough track from the homestead for 12 km to the Perseverance, Moody's and Star of Kimberley prospects.

The Grants Creek PLs lie across the Halls Creek Fault, the boundary between the Central and Eastern Zones of the Lamboo Complex. East of the Halls Creek Fault the rocks mostly belong to the Biscay and Olympio Formations of the Halls Creek Group. The Biscay Formation here mainly consists of massive metabasaltic lava flows (some with brecciated flow tops), laminated mafic volcaniclastic deposits, fragmental deposits and, locally, pillow lavas. Many of the fragmental rocks

Figure 4. Local geology, Grants Creek Prospecting Licences P 80/1575–1582 Compiled by D G Jones from Tyler et al (1997)

have a carbonate matrix. The volcanic rocks are interlayered with minor carbonate, and pelitic and psammitic rocks. The thickness of the Biscay Formation is not known, owing to tight folding and layer-parallel faulting. Felsic metavolcanic rocks in the Biscay Formation have a SHRIMP U–Pb zircon age of 1880±3 Ma (Blake et al. 1998).

The Woodward Dolerite forms a sill intruded into the uppermost Biscay Formation. The rock in outcrop is a dark green, medium-grained, eventextured metadolerite. It has fine-grained margins and a relict ophitic texture.

About 20 million years separates the Biscay Formation from the disconformably overlying Olympio Formation, which consists of a monotonous sequence of quartz wacke, feldspathic wacke, arkosic sandstone, quartz sandstone, and interbedded siltstone and mudstone. About 200m above the base of the Olympio Formation in the Grants Creek area a thin (5-20m) sericite-pyrite-altered trachyandesitic and trachytic unit known as the Maude Headley Member can be recognised by its distinctive pinkish-grey colour. On airborne radiometric images this unit is highly anomalous in the uranium channel. Detrital zircons from the upper part of the Olympio Formation provide a maximum depositional age of 1847±6 Ma (Blake et al, 1998).

In the Grants Creek area the Biscay and Olympio Formations have been deformed into a series of tight, doubly shallow-plunging anticlinal structures that have been sheared along a direction about 045˚ east of true north. The result is a series of elongate domes disrupted by the 045˚ trending Grants Creek Shear system. Most of the mineralised veins in Metminco's tenement group are aligned sub-parallel to the Grants Creek Fault.

West of the Halls Creek Fault, the oldest rocks in the Central zone are the Tickalara Metamorphics. The Tickalara Metamorphics consist of low- to high grade mafic metavolcanic rocks, interbedded turbiditic and calcareous metasedimentary rocks, and minor metamorphosed banded iron-formation and chert. The combination of several deformation and medium- to high-grade metamorphic events precludes construction of a stratigraphy for the Tickalara Metamorphics. A maximum depositional age of 1865 Ma for this sequence is provided by detrital zircons in turbiditic sedimentary rocks (Page et al, 1995; Tyler & Page 1996; Bodorkos et al, 1998). A minimum age for the sequence is provided by intrusive sheets of leucocratic granite at ca 1863 Ma (Tyler & Page 1996) and by layered mafic ultramafic intrusions at 1856 Ma (Page et al. 1995).

Fault-bounded strips of conglomerate, sandstone, mudstone, siltstone, metabasalt, and carbonate

occur between the Halls Creek Fault and the Alice Downs Fault. These are up to 2 km long, and 300 to 400 m wide. A 21 km-long strip of massive to amygdaloidal basalt and basaltic breccia reaches up to 2 km in width along the Halls Creek Fault. A layer of carbonate is present within the basalt unit, adjacent to the Halls Creek Fault. These rocks are correlated with the Red Rock Formation which is probably equivalent to the 1800 Ma Kimberley Group to the west, but the differences in stratigraphy and provenance may reflect contemporaneous activity along a proto-Halls Creek Fault.

Most gold in the Grants Creek area was mined from quartz veins in the Biscay Formation. Gold has been mobilised into steeply dipping, northeasterly trending shears, conformable quartz veins, and cross-cutting quartz veins. The known deposits occur in ENE-trending en echelon shear zones.

The most significant producers were the Lone Hand (260 oz), Comet (140 oz from 29 tonnes treated), Perseverance (30 oz from 5 tonnes treated), and Star of Kimberley (3 oz from 1 tonne treated). Galena and silver was associated with the gold mineralisation (Smith, 1898).

At the Star of Kimberley, Smith (1898) reported that "The workings consist of three shafts, two of which are 30 feet (9m) deep and one 70 feet (21m) deep. The reef is 3 feet (1.0m) to 4 feet (1.2m) wide." A gossanous black limonitic and malachite-stained boxwork contains relic sulphides.

The Perseverance and Moody's quartz reefs are up to 7m wide and each forms a prominent ridge about 200m long. The reefs strike 080˚ and dip steeply to the south, conformably with the pale grey, oxidised metasediments and pyritic shales that comprise the host rocks.

Previous Exploration – Grants Creek

The Grants Creek area was examined in 1938 by the Aerial Geological and Geophysical Survey of Northern Australia ("AGGSNA"). Mapping, sampling and metallurgical test work was completed. The test work suggested that only 16% of the gold was recoverable by amalgamation while 94% recovery was achieved with cyanidation (Finucane, 1939). However, the presence of copper resulted in high cyanide consumption.

Australian Mineral Ventures ("AMV") were granted 5 Temporary Reserves ("TRs" – the precursor to Exploration Licences in WA) each of 120 ha in area in July 1979. These were replaced with Mineral Claims ("MCs") in July 1980. Rock chip sampling returned some high grades from isolated samples but tonnage potential was considered to be limited.

Between 1979 and 1989, a joint venture ("JV") between Black Swan Gold Mines and Southern Ventures NL completed mapping, soil and rock chip sampling, and drilling in the area now covered by Metminco's PLs. At the Perseverance prospect, 26 RC holes were drilled for 1,081m while 10 holes were drilled at the Star of Kimberley. A small non-JORC compliant resource at modest grade was calculated at the Perseverance prospect, with lesser tonnages at higher grade at the Star of Kimberley.

In 1993 EL 80/1243 was granted to Dominion Mining Limited ("Dominion") who carried out a programme of mapping and costeaning over the main prospects. Anomalous gold mineralisation (up to 8m @ 1.4 g/t Au) was found over a 2,000m strike length centred on the Moody's prospect and parallel to the Grants Creek Shear.

MLs 80/366 and 80/405 were issued to Dominion in Feb 1994 and transferred to PMA Gold Pty Ltd in Oct 1994. RC drilling was undertaken to investigate the near-surface resource potential, with 23 holes (total 932m) completed at Perseverance, 10 holes (total 338m) at the Star of Kimberley, plus 2 core holes at Perseverance and one core hole at the Star of Kimberley. A small resource was estimated but the calculation was not done to JORC standard. However, 4 holes at the Perseverance prospect returned > 10 g/t Au over 2m intervals, with 22 of the 23 holes giving >1.5 g/t Au over 1m or greater intervals. Eight of the 10 holes at the Star of Kimberley gave >1.5 g/t Au over >1m intervals, the best being 4m@ 8.5 g/t Au. A Notice of Intent to Mine the Star of Kimberley and the Perseverance deposits was submitted in April 1995. No information is available on subsequent work in this area.

Recent Exploration, Grants Creek Prospecting Licences

During 2004 Pacrim compiled and digitised previous exploration data. The following year geochemical sampling was undertaken during which 336 soil samples were collected. Line spacings were set at 100m, and soil samples were collected every 25m or 50m. The top 10-20 cm of soil was removed from the sample locations.

Table 3. Proposed Budget, Grants Creek Prospecting Licences, in A\$

A shovel of the soil was passed over a 2mm screen, with the -2mm being sent for analysis at Kalassay in Kalgoorlie for Au, Ag, As, Cu, Pb, Pd, Pt and Zn by ICP.

Gold results varied between <1 to 325 ppb. The elevated gold values define a large +10 ppb gold anomaly in the north-east of the project area, with 36% of the samples having gold results of +10 ppb. There is a coincident gold-arsenic anomaly which delineates a prospective trend over a 3km strike and 250m width. Samples collected over sediments contained anomalous zinc values, while samples collected over mafic lithologies had anomalous barium.

A total of 70 rock chips were collected in the Grants Creek tenements during the 2004-2005 reporting period. All samples were collected from or near quartz outcrops or vein occurrences. Samples were sent to Kalassay in Leonora for analysis by ICP for Au, Ag, As, Cu, Pb, Pd, Pt and Zn. Gold results varied between <0.01 and 84.0 ppm. Seventeen of the seventy rock samples collected returned gold grades in excess of 4g/t (ten were greater than 10g/t). Gold is contained in blue-grey quartz reefs, commonly associated with sulphides, hosted by sediments and mafic volcanics. The Perseverance mineralisation near the western end of the tenements and several outcrops of gossanous blue quartz, such as Moody's Prospect, have yielded rock chips with 84g/t, 44.6g/t, and 25.7g/t gold.

During 2004-2005 Pacrim commissioned a detailed ground magnetic survey over the Grants Creek project area. The survey used line spacing at 20m, with data collected every 0.5 seconds, and focusing on an area of 3000m X 500m. A total magnetic intensity (TMI) map was produced.

Metminco Exploration Programme and Budget, Grants Creek Prospecting Licences

Based on the results from soil samples collected during previous reporting periods, infill soil sampling and ground geophysics will be undertaken. Combination RAB/aircore drilling will test areas proximal to the known deposits, together with scout drilling over any new

Activity	YEAR 1	YEAR 2	TOTAL
Research	4,300	5,400	9,700
Surface Exploration	9,600	13,400	23,000
Field & Labour Costs	35,000	35,000	70,000
Travel & Accommodation	8,000	8,400	16,400
RAB/Air Core Drilling	43,000	21,000	64,000
RC Drilling		64,000	64,000
SUB-TOTALS:	99,900	147,200	247,100

mineralisation discovered from the geophysics and additional soil sampling. Government approval has been granted for the drilling, and it is expected to commence at the earliest opportunity. RC drilling will be used to assess the depth potential of the mineralisation.

Sophie Downs EA 80/3742

The NNE-trending Halls Creek Fault passes through the Sophie Downs application and separates the Central Zone of the Lamboo Complex from the Eastern Zone. The oldest rocks in the East Kimberley, the Ding Dong Downs Volcanics, are exposed in the core of the Saunders Creek Dome on the eastern side of the application. They are made up of basic and felsic volcanic rocks with intercalated sediments, which are overlain unconformably by the Saunders Creek Formation. The laminated sediments in the upper part of the Ding Dong Downs Volcanics beneath the Saunders Creek Formation in the Saunders Creek Dome are micaceous siltstones and sandstones probably reflecting derivation from the associated mafic and felsic volcanics. In contrast, the graded and cross-bedded clean quartz-rich sandstones at the base of the Saunders Creek Formation have been attributed to alluvial braided stream, beach, deltaic, and shallow marine deposits (Dow and Gemuts, 1969; Plumb et al., 1985). The change in the nature of the sedimentation represents a significant change in sediment source and indicates tectonic activity.

The Halls Creek Group unconformably overlies the Saunders Creek Formation. The base is characterised by mafic volcanic rocks and interbedded sedimentary rocks of the Biscay Formation, which also includes significant felsic volcanic rocks. The mafic rocks of the Biscay Formation are deformed, and have recrystallised under upper greenschist to epidote-amphibolite facies conditions, making the distinction between metabasalt and metadolerite very difficult. However, the presence of pillow structures or vesicular textures from areas with less recrystallisation and deformation (e.g. north of the Sophie Downs Granite) indicates that the dolerite sills are generally less abundant than metabasalt.

The Biscay Formation hosts a number of gossanous horizons that mark the Ilmars, Duffer Range and Gentle Annie Cu-Pb-Zn occurrences inside EA 80/3247, together with the gold mineralisation at Duffers and Bertha Peak, the uranium mineralisation at Rustlers and the tungsten occurrence at Sophie North (see Figure 5). The Biscay Formation encompasses a wide variety of rocks including siltstone, chert, calcsilicates, quartzites, turbidites, shale, rhyolitic tuff and carbonated basalt. The gossans are hosted within carbonate-rich rocks, calc-silicates and volcaniclastic.

Figure 5. Prospect Geology, Sophie Downs EA 80/3742 Compiled by D G Jones from Smith et al (1967)

Felsic schist outcrops between the Sophie Downs Dome and the Saunders Creek Dome (see Figure 5 above). These metamorphosed felsic volcanics and volcaniclastics appear on the recent radiometric images as a lozenge-shaped outcrop in Biscay Formation mafic rocks. This is consistent with them being high in the sequence and forming a syncline. Their occurrence is restricted as they cannot be followed around the adjacent domes. Minor felsic schist is also present in the Biscay Formation east of the Halls Creek Fault at the Little Mt Isa prospect.

Disconformably overlying the Biscay Formation is the Olympio Formation, a monotonous succession of graded, fine- to medium-grained quartz wacke, greywacke, and arkosic sandstone of turbiditic origin. Within the sequence coarser grained components are present. These are not obviously at consistent stratigraphic levels, and are therefore probably channel deposits within the turbidite

sequence which developed as part of a submarine fan system (Hancock and Rutland, 1984). The Olympio Formation has a very distinctive flat, high response on recent radiometric images.

Near the base of the Olympio Formation there are two alkaline volcanic members: the Maude Headley Member and the Butchers Gully Member. The Maude Headley Member outcrops just outside the NE corner of EA 80/3742 and consists of metamorphosed andesitic to trachytic volcanic and volcaniclastic rocks with a carbonate-rich matrix.

Detrital zircons from the upper part of the Olympio Formation have been dated by SHRIMP at 1847 ± 6 Ma, which gives a maximum age for deposition (Blake et al., 1999b). The Biscay Formation and lower part of the Olympio Formation were intruded by the Woodward Dolerite prior to deformation and regional metamorphism (Tyler et al., 1998a). About 20 Ma separates the Biscay Formation from the lower

part of the Olympio Formation, but there is no evidence that the Biscay Formation was deformed before deposition of the Olympio Formation (Tyler et al., 1995).

Sheppard et al. (1999) suggests that the geological history of the Halls Creek Group, and chemistry of the basalt in the Biscay Formation, is consistent with a passive margin setting. This setting is also consistent with intraplate 'hotspot' volcanism of the Butchers Gully and Maude Headley Members (Taylor et al., 1995).

The Sophie Downs Granite is a partly recrystallised, fine-grained, two-mica granite exposed in the Sophie Downs Dome where it is unconformably overlain by low abundances of Ti, Sr and P and compatible elements, implying either extensive fractionation or partial melting of felsic source rocks.

The Bow River Granite is an older granitoid of 1865-1850 Ma age associated with large areas of mafic intrusives. Field relationships indicate that the mafic intrusions and granitoids represent separate magmatic events. The granite is mainly composed of medium- to coarse-grained, porphyritic, biotite-bearing monzogranite, granodiorite and tonalite. These rocks contain substantial amounts of potash in biotite.

The Kimberley Group unconformably and disconformably overlies sedimentary rocks of the Paleoproterozoic Lamboo and Complex. The Kimberley Group consists predominantly of sedimentary sandstone with minor siltstone, shale, and dolomite, with some mafic igneous rocks (the Carson Volcanics), all of which were deposited within a broad, semi-enclosed, shallow-marine basin.

Previous Exploration, Sophie Downs EA 80/3742

United Uranium NL discovered uranium on the west limb of the Saunders Creek Dome in 1954. One diamond hole was drilled to 224m but intersected only 10cm @ 0.16% U3 O8 in quartz pebble conglomerate at the base of the Saunders Creek Formation.

PMI carried out diamond drilling at the Little Mt Isa and Ilmars gossan areas between 1967 and 1972. Sub-economic base metal mineralisation was encountered as well as barren massive sulphide at Ilmars. Kennecott followed PMI and investigated the Little Mt Isa and Duffer's Range gossans without success, handing over to Newmont in 1978. Newmont drilled an EMP conductor at Little Mt Isa but found only subeconomic mineralisation and abandoned the area in 1979.

Newmont also explored the Gentle Annie base metal prospect, located 22 km due east of Halls Creek, between 1979 and 1982. The exploration model was a stratabound volcanogenic base metal sulphide ("VMS") deposit similar to those at Koongie Park south of Halls Creek. Detailed geological mapping, stream sediment sampling, rock chip sampling, costeaning and drilling of 11 RC holes were completed. The best gold analysis was 1m @ 5.9 g/t Au in a costean. Drill samples were not assayed for gold. No significant base metal intersections were encountered.

Union Oil Development Corporation ("Union") carried out reconnaissance stream sediment sampling in the Sophie Downs area in 1981 in the search for tungsten and discovered niobium and rare earth mineralisation in a mafic tuff unit within the Biscay Formation, 4 km ENE of Sophie Downs homestead (Goldner, 1984). Costeaning and sampling was recommended but Union relinquished the area without undertaking any further work. A small private company, Munro Mining Pty Ltd, followed up with mapping and rock chip sampling between 1988 and 1990. RC drilling was recommended but not carried out and the area was relinquished in 1990. In 1983 Asarco Australia Limited ("ASARCO") explored for gold in the area. RC drill testing of the Ilmars prospect returned a best result of 9m @ 4.1 g/t Au. BP Minerals Australia ("BP") farmed in to the project in 1988 and carried out a Bulk Leach Extractable Gold ("BLEG") stream sediment survey at a sample density of one sample per 0.8 sq km. Numerous anomalies were detected in streams draining the Halls Creek Fault zone. BP did little further work and the project was transferred to Anglo Australian Resources NL ("Anglo") in 1990. Anglo formed a joint venture with Billiton Australia Limited ("Billiton") who took over management of the exploration.

Billiton undertook QUESTEM airborne EM, ground magnetic and EM surveys, and limited rock chip sampling. Four RC holes were drilled at Little Mt Isa and intersected up to 40% pyrite but no base metal mineralisation of significance. Five RC holes were drilled at Twin Hills with a best intercept of 17m @ 0.57% Au. Six RC holes were drilled at Duffers Range but found only discontinuous

narrow veins. In 1994 Anglo exercised its preemptive right and acquired 100% interest in the tenements in the Sophie Downs district. Anglo then farmed out 51% of the project to Lachlan Resources Limited ("Lachlan").

Lachlan drilled 2 RC holes at Ilmars with a best intersection of 44m @ 0.23% Cu, 0.21% Pb, 1.88% Zn, 3.1 g/t Ag and 0.04 g/t Au. Lachlan concluded that deeper drilling would be required to investigate possible grade improvement with depth (Rea, 1997). Lachlan withdrew from the JV and Anglo relinquished the tenements in 1998.

PMA Gold explored the Gentle Annie prospect as part of a regional survey between 1993 and 1998. Rock chip sampling gave similar results to those found earlier by Newmont, with the highest value being 0.6 g/t Au (Mattinson, 1999).

Burdekin Resources NL ("Burdekin") were granted E 80/2269 covering the Duffers Range base metal prospect in Aug 1997. Six stream sediment samples were collected from the tenement area and returned discouraging results. The tenement was relinquished in Aug 1998. Additional tenements were investigated by Burdekin Pacific Ltd between 2002 and 2005 through a review of previous exploration and interpretation of new hyperspectral data.

Metminco Exploration Programme and Budget - Sophie Downs

Since this tenement is still an application only, and the granting of all or part of the application area cannot be guaranteed, Metminco's proposed budget and programme is notional only and may be subject to change. Once granted, the work would involve literature research, reinterpretation of existing geophysical data, scout field investigation including improving access to prospect areas, field reconnaissance, rock chip sampling and stream sediment sampling. Selected prospective areas would be tested initially with RAB/Aircore drilling.

Table 4. Proposed Budget, EA 80/3742 Sophie Downs, in A\$

Activity	YEAR 1	YEAR 2	TOTAL
Tenement Acquisition Costs	10,000		10,000
Research	4,500	3,000	7,500
Surface Exploration	7,200	15,400	22,600
Field & Labour Costs	25,000	25,000	50,000
Travel & Accommodation	4,000	4,200	8,200
RAB/Air Core Drilling		108,000	108,000
SUB-TOTALS:	50,700	155,600	206,300

Angelo E 80/2707

This exploration licence straddles the boundary between the Central and Eastern zones of the Lamboo Complex. The boundary is marked by the Angelo Fault. The oldest rocks exposed within the tenement belong to the Olympio Formation of the Halls Creek Group, and comprise a monotonous sequence of metamorphosed thin- to mediumbedded (up to 2 m) mudstone, siltstone, quartz wacke, greywacke, and arkosic sandstone. Also present are thicker (2 to 4 m), coarser-grained, metamorphosed quartz sandstone units. These are most prominent in the Woodward Range outside the SE boundary of the tenement. Due to the lack of persistent marker horizons within the Olympio Formation, and the possibility of structural repetition, the thickness of the unit is difficult to estimate.

The rocks were extensively recrystallised under greenschist to amphibolite facies metamorphic conditions, with the mudstone and siltstone components now forming well-foliated and crenulated fine- to medium-grained (garnetandalusite) mica schists. The Olympio Formation has been interpreted as being deposited by turbidity currents as part of a submarine fan system (Dow and Gemuts, 1969; Hancock and Rutland, 1984). Graded bedding is developed in most of the arenaceous units, which pass up into laminated siltstones and mudstones. Within the thicker, coarse-grained quartz sandstone units, siltstone and mudstone are generally absent.

The Woodward Dolerite intrudes the Olympio Formation, forming sills up to 200 m thick. The sill in the Olympio Formation in the Woodward Range just outside the SE boundary of the tenement is structurally repeated by faulting and tight to isoclinal folding. The intrusion of the Woodward Dolerite must be younger than the c. 1847 Ma maximum depositional age of the Olympio Formation, but pre-dates deformation and metamorphism of the Halls Creek Group as a whole (Tyler et al, 1998).

The unit consists of medium- to coarse-grained metadolerite. Finer-grained margins of the sills are locally developed. Primary igneous layering is absent. Igneous ophitic textures are preserved, but decussate metamorphic textures are common. Mineral assemblages typically consist of either actinolite, albite, clinozoisite, and chlorite, with or without quartz, K-feldspar, and biotite; or edenitic hornblende, plagioclase, and clinozoisite, with or without quartz and biotite. These are consistent with metamorphism under upper greenschist to epidote-amphibolite facies conditions respectively. Accessory magnetite and ilmenite are rimmed by epidote and titanite respectively.

Across the Angelo Fault in the NW part of the licence, the presence of the Koongie Park

Figure 6. Interpreted bedrock geology, Angelo E 80/2707 Compiled by D G Jones from Griffin & Tyler (1994)

Formation is marked by one small outcrop (see Figure 6). The unit consists of laminated fine-grained sandstone and siltstone, felsic volcaniclastic sandstone, chert and banded iron formation, with minor metabasalt and calc-silicate rock. SHRIMP U-Pb dating of zircons gave a pooled age of 1843 Ma (Page et al., 1994).

The Koongie Park Formation is intruded and metamorphosed by granitoids and mingled gabbro-granite of the 1835-1800 Ma Sally Downs Supersuite,

Historical gold production has taken place mainly in the area to the southwest of Mount Dockrell, outside the boundaries of E 80/2707. The mineralisation there is associated with sulfide minerals, mainly galena, within quartz and quartz-carbonate veins, and may be related to the intersection of major NNE-trending strikeslip faults with contacts between doleritic rocks of the Woodward Dolerite and feldspathic metasedimentary rocks of the Olympio Formation (Warren, 1994).

One small Au-As-Pb occurrence just outside the NE corner of E 80/2707 is developed in a quartz stockwork and in massive siliceous gossans within sericite and quartz sericite schists. Mineralisation appears to be related to widespread, sporadic sulfide-bearing quartz veins, which are enriched at the surface (Tyler et al, 1998).

Previous Exploration, Angelo E 80/2707

Most of the exploration in the Angelo area has been focused north of the Great Northern Highway. Peko Mines NL initiated exploration in the Mt Angelo area north of E 80/2707 in the 1960s. Further work was done in 1978 by Metana Minerals NL and Mt Angelo Exploration NL in the 1980s.

Hakwa Pty Ltd was granted E 80/1326 in 1987. The focus of exploration was along the margins of the Woodward Dolerite. A panned concentrate stream sediment survey returned indeterminate results within the boundaries of the present E 80/2707.

E 80/1239 was granted to Glenbuff Pty Ltd in 1989. The tenement covered part of the area now granted to E 80/2707. Glenbuff's target was gold and base-metal mineralisation in the Koongie Park Formation (Multi Metal Consultants, 1989). Perilya Mines NL ("Perilya") entered the project under a JV agreement in 1992. Perilya carried out detailed stream sediment and soil geochemistry and withdrew from the JV in May 1993. A new JV was concluded with Panorama Resources NL in July 1993.

Panorama Resources NL ("Panorama") explored for gold in the Angelo area from 1990-1998. Stream sediment sampling within the boundaries

of the present E 80/2707 failed to locate any mineralisation within the Olympio Formation. However extensive RAB drilling in 1994 showed a north-east trend (parallel to bedding) in the Olympio Formation through the centre of what is now E 80/2707 with a cluster of 10 holes reporting close to or in excess of 1 g/t Au at the Leonardo prospect. The best intersections were 4m @ 2.5 g/t Au in hole ALR 028 and 4m @ 3.4 g/t Au in hole ALR 048. In 1998 Panorama was taken over by Tanganyika Gold NL. The last report filed was in Feb 2000 but no further work had been done on the project.

Recent Exploration, Angelo E 80/2707

In February 2006 E 80/2707 was granted to Malanti Pty Ltd. Following an Asset Sale Agreement dated 18 December 2003 between Malanti and Pacrim Energy Limited, historical data was compiled and digitised, including RAB drilling and soil sample data from the work by Panorama.

During 2006 Pacrim planned a soil sampling program to confirm the gold in soil anomaly at the Leonardo Prospect outlined by Panorama. Sampling was to be completed on a 100m by 100m grid, with 16 lines of 8 samples, for a total of 128 samples. Due to access difficulties, the program was shortened, with only 72 samples being collected.

Samples were collected by shovel, and sieved to -2mm. The minus fraction was sent to KalAssay in Kalgoorlie and analysed for Au (ppb), Ag, As, Ba, Cu, Ni, Pb and Zn (ppm) by a 40g aqua regia digest with ICP-MS finish.

The average gold in soil value was 19.1ppb, with a maximum gold value of 132ppb. Sixty-five per cent of soil samples returned gold results of more than 10ppb, with 29% of samples returning more than 20ppb Au. The anomalous gold results delineate north-east trending zones, which is consistent with historic exploration (see Figure 7).

A detailed ground magnetic survey over an area of 1300m by 760m was conducted at the Leonardo Prospect. The line spacing varied between 50m and 100m, with data collected every 0.5

Figure 7. Gold in soil anomalies outlined by Perilya and Panorama Diagram provided by Pacrim Energy

seconds. Data was collected by DFex Geophysical Contractors and sent for processing by John Coggan of Mines Geophysical, Kalgoorlie. The ground magnetic survey showed minimal variation in magnetic intensities and hence only subtle suggestions of structures.

Metminco Exploration Programme and Budget, Angelo E 80/2707

Metminco proposes to re-establish vehicular access and undertake geological mapping over the areas of anomalous soil geochemistry highlighted by previous exploration. Previous soil sampling will be extended, particularly to the north-east of the known anomalous zone (see Figure 7). A combination of RAB and Aircore drilling will be used to refine the soil anomalies, followed by RC drilling to test the depth potential. An airborne geophysical survey, including electro-magnetics and radiometrics, is being considered.

Mulgul E 52/1987, WA

The Mulgul project is located 480km due east of the port of Carnarvon and 200km due north of Meekatharra. The exploration licence lies within the East Murchison District of the Gascoyne Region. Access is by the Great Northern Highway to Meekatharra and then the Ashburton Downs Road through the Peak Hill Gold Field to Mulgul homestead. The nearest settlement is Peak Hill. A network of station tracks provides fair weather access within the tenement.

Located 764 km by sealed road north east of Perth, 541 km by sealed road east of Geraldton and 521 m above sea level, Meekatharra is a gold town which has developed into a major supply centre for the pastoral and mining interests in the East Murchison district. With a population of 1,817 (2001 Census), it is a centre of a vast shire which covers 99,974 sq km of semi-desert where mining, sheep and cattle (there are only 48 properties in the shire) are the major activities.

Regional Geology

The Bangemall Basin, in which Mulgul is situated, covers an area of 143,000 sq km and constitutes the latest of the Precambrian intracratonic sedimentary basins in Western Australia (Daniels, 1966; Muhling and Brakel, 1985). The 1,640- 1,000 Ma Bangemall Supergroup comprises some 10,000m thickness of low-grade metamorphic, clastic, and carbonate sediments, deposited under shallow-water conditions. The current stratigraphic nomenclature for rocks of the

Table 5. Proposed Budget, E 80/2707 Angelo, in A\$

14,400
		14,400
5,000	8,000	13,000
51,000	66,000	117,000
55,000	57,500	112,500
6,000	6,600	12,600
85,000	124,000	209,000
76,000	160,000	236,000
292,400	422,100	714,500

Bangemall Basin is in a state of flux, but a broad two-fold subdivision has been proposed, with the Bangemall Supergroup consisting of the Collier and Edmund Groups (Martin et al., 1999).

The stratigraphy of the lower Bangemall Group is the most complex in lithology and structure. The basal Tringadee Formation comprises thick wedges of coarse clastic continental detritus.

Intrusive dolerite sills occur in the Middle and Upper Bangemall Group; the rocks are of tholeiitic composition and plot into the field of within-plate basalts (Pearce and Cann, 1973). Their abundance makes the Bangemall Basin one of the major intrusive continental tholeiite provinces of the world.

Initial basin subsidence was controlled by extension and growth faulting (Chuck, 1984; Muhling and Brakel, 1985), which is reflected in the distribution and thickness of the basal units of the Bangemall Supergroup, as well as in the style of later deformation. Subsidence of the Gascoyne Complex basement created horsts and grabens along steeply dipping faults. Initially, continental alluvial fan conglomerates and sands of the Tringadee Formation were deposited on the flanks of the horst blocks. The basement granitic and metamorphic rocks were the source of the terrigenous clastic sediments.

The east–west trending Jillawarra Sub-basin is one of these early grabens and as the basement continued to sink, a transgressive marine sequence (the Jillawarra Formation) consisting of stromatolitic dolomite, sandstone, and pyritic black shale was deposited in lagoon, barrier-bar and shelf environments, euxinic at times, in the graben. The transgressive sequence ended with the deposition of the Discovery Chert, which covers an area of 38,000 sq km and shows no major facies variations. The presence of gypsum crystal moulds and traces of barite suggest that the chert was deposited in hypersaline water.

A shallow-marine platform sequence (the Devil Creek Formation) overlies the Discovery Chert and represents shoals of carbonate interfingering with terrigenous shale and sandstone. Local debris flows indicate seismic activity. An ensuing phase of widespread subsidence is marked by turbidite sheets of the Ullawarra and Curran Formations which are overlain by the Coodardoo Formation marine-shelf shale.

The end of sedimentation in the basin is characterised by a regressional development from the Fords Creek Shale upwards. This is seen as a progradational sequence which could portray the last stage of the infilling of the basin before the end of marine deposition. Upright, open to tight folds are interpreted as the result of reverse reactivation of earlier horst and graben structures

Figure 8. Geological regions in the vicinity of the Bangemall Basin Compiled by D G Jones from data supplied by Geoscience Australia

(Muhling and Brakel, 1985).

Enormous volumes of basaltic magma, injected chiefly as dolerite sills, but also as dykes, were intruded into the basin following the marine sedimentation. Sills may exceed 100 m in thickness, and may be simple tabular bodies or irregular bodies that vary in thickness quite markedly. The most extensive single sheet has a strike length of more than 60 km. Sheets are generally concordant with the bedding of the country rock, but may locally cut across the bedding in zones that range from less than a metre to hundreds of metres in thickness. It is evident that the dolerite sills were intruded before rocks of the Bangemall Group were folded, because the sills themselves are folded; also in some fold cores dolerite is altered to chlorite schist (Vogt, 1995).

The Bangemall Group hosts several stratabound base metal occurrences. The best known are in the lower part of the Bangemall Group, but variations in stratigraphic nomenclature have made it difficult to apply specific regional correlations. To date, the Jillawarra Sub-basin is the only area where significant base metal mineralisation has been found in the Bangemall Group (Cooper et al., 1998).

Local Geology

The area termed the Jillawarra Sub-basin forms a west to east- trending belt in the central Bangemall Basin and covers an area of 60 by 15 km. It is situated at the eastern margin of

the western facies province of the Bangemall Basin and is composed of a unique sedimentary sequence. Apparent differences in lithology, tectonics, and metamorphic grade, and four lead-lead datings yielding model ages between 1,490 and 1,600 Ma originally cast doubt on the affiliation of the rocks of the Jillawarra Sub-basin with the Bangemall Group.

However, as result of a detailed study, Vogt (1984) came to the conclusion that the sequence of the Jillawarra Sub-basin correlates with the lower Bangemall Group and that the above differences are due to the specific tectonic setting of the Jillawarra Sub-basin, as an initial zone of rifting of the Bangemall Basin. The lowermost, mainly dolomitic part of the sedimentary succession exposed has been termed the Gap Well Formation, and it is overlain by the arenaceous West Creek Formation. From the West Creek Formation upward, the similarity of the rocks of the Jillawarra Sub-Basin with Bangemall Basin formations elsewhere permits the use of established formation names of the Bangemall Group.

Granitic basement occupies large areas of the Coobarra Dome adjacent to the eastern margin of the Jillawarra Sub-basin and consists of deeply weathered biotite-adamellite The age of the granite is speculative but Brakel et al. (1978) favour a relationship to a major middle Proterozoic orogenic event, and thereby, an age of about 1,600 Ma.

Figure 9. Local geology in the vicinity of E 52/1987 Compiled by D G Jones on to excerpt from Plate 1 in Cooper et al (1998)

E 52/1987 is located just outside the southern flank of the Jillawarra Sub-basin. The stratigraphy in the area is summarised in Figure 9.

Prospect Geology

The exposed Proterozoic rock units within E 52/1987 are all younger than the Irregully Formation that hosts the Abra deposit and other base metal occurrences in the neighbouring Jillawarra Sub-basin. The only mineral occurrence known to date is the Mulgul copper deposit, where a series of composite shears with narrow limonitic veins have developed at the contact between late Proterozoic dolerite and shale of the Devil Creek Formation. The veins are typically 1-100 mm thick, but rarely up to 1 m thick, occurring over a zone of about 10 m width. There are narrow quartz veins, and the host rocks are kaolinised and variably silicified. Ore minerals include malachite, azurite, chrysocolla, cuprite,

chalcocite, and native copper between the surface and 38m depth, with chalcocite and sparse chalcopyrite 38-130m in depth.

Deposit Model - Abra: An Exhalative Massive Sulphide

The Abra deposit is a large, blind, polymetallic deposit at the top of the Irregully Formation in a succession of intertidal sedimentary rocks at the eastern end of the Jillawarra Sub-basin. The upper boundary of the deposit lies between 250 and 500 m below the surface and extends to a depth of 800 m. It is disconformably overlain by conglomerate, sandstone, and siltstone of the West Creek Formation. An aeromagnetic anomaly at Abra delineates an elliptical body 1.5 km in diameter. From limited diamond drilling, the deposit has been estimated to contain about 200 Mt at 6 g/t Ag, 1.8% Pb, 0.18% Cu, and 6.0% Ba (Boddington, 1990).

The deposit is enclosed within an alteration envelope and consists of two styles of mineralisation: a layered, stratabound zone and an underlying funnel-shaped stringer or stockwork zone. The stratabound zone includes an upper Red zone and lower Black zone, which contain approximately 50 Mt of mineralisation. The Red zone is dominated by jaspilite, hematite, barite, carbonate, and magnetite mineralisation. The Red zone has relatively low base-metal values. The Black zone consists of hematite, magnetite, carbonate and barite laminations, and it contains higher base-metal values. The main sulphides are pyrite, galena, and chalcopyrite, with minor tetrahedrite and sphalerite; minor scheelite occurs throughout.

The underlying Stringer zone, which is probably a feeder system, is estimated to contain about 150 Mt of base metal mineralisation plus minor gold. The Stringer zone consists of a stockwork of mineralised carbonate-quartz veins cutting through chloritised siltstone and shale with intercalations of fine-grained sandstone. Boddington (1990) noted that the upper part of the zone showed higher barium-lead-silver values overlying a lower part characterised by high copper-gold values.

Vogt (1995) suggests that minerals such as carbonates, iron oxides, calcium sulphate, and pyrite in the stratabound zone, and carbonate plus clastic minerals in the Stringer zone, were present as syngenetic material and probably remobilised by later hydrothermal fluids. The later hydrothermal minerals comprise all sulphides present, as well as iron oxides, quartz, barite, chlorite, albite, and hyalophane. Vogt (1995) notes that the mode of emplacement of these minerals differs. In the Stringer zone, sulphide veining, silicification, and chloritisation prevail, whereas the Black and Red zones are characterised by some albitisation and replacement of sedimentary carbonate by quartz, replacement of early sulphate (gypsum or anhydrite) by barite, quartz, and carbonate, and replacement of pyrite by other sulphides. Vogt (1995) contends that a possible source of lead, barite, and iron is the subaerial talus-slope breccia and fluvial arkose of the Tringadee Formation at the base of the Bangemall succession, estimated to be 2,000 m thick.

Collins and McDonald (1994) and Vogt (1995) considered the Abra deposit to be an exhalative polymetallic sediment-hosted epithermal system, coeval with the accumulation of sediments in a subaerial, subtidal to intertidal environment. There is general agreement amongst various authors that the mineralising hydrothermal systems in the Jillawarra Sub-basin were associated with the

initial intracratonic rifting of the Bangemall Basin and accompanying localised increase in geothermal gradient.

Hence it is possible that deposits like Abra could occur in any units overlying the Tringadee Formation in a suitable structural position and proximal to a local heat source. Ground geophysical methods including CSAMT (which may distinguish zones of hydrothermal alteration) and IP/Resistivity could detect such bodies of mineralisation, while airborne EM may also be useful.

Previous Exploration

Like the rest of the East Murchison, Peak Hill came into existence in the 1894 after prospectors discovered gold in the area. The Peak Hill Gold Field was opened up in 1892 and by 1894 a ten-head battery had been built to crush and process ore near the town. Success on the Peak Hill field was short-lived. It was only because a second gold discovery occurred in 1899 that the town survived. Total recorded production is 15,000 oz of gold, with an average recovered grade of 31 g/t gold.

There are at least 22 widely scattered base metal occurrences in the region, most of which lie within the Bangemall Basin. Despite mine workings on some, there is no recorded production. Numerous styles of base metal mineralisation are known from the area. Of these, the polymetallic Abra deposit within the Jillawarra Sub-basin of the Bangemall Basin is the largest.

Some 16 uranium occurrences, mostly of the calcrete-hosted type, are known in the Gascoyne Region. Resources have been estimated at only three of the deposits, but none is considered economic to mine at present. One stratabound sandstone-hosted uranium mineralisation is known. No uranium deposits are known to occur in the Mulgul area.

An assessment of the mineral resources and prospectivity of any region is only as good as the level of detailed exploration carried out. Much of the Gascoyne Region has not been explored beyond the reconnaissance level.

Amoco Minerals Australia Company ("Amoco") commenced exploration in the Jillawarra Sub-basin in mid 1974. In 1975 reconnaissance geology and rock-chip sampling (for lead, zinc, copper and silver) identified prospects at Quartzite Well, Manganese Range, Copper Chert and Jeds, just north of the present Mulgul E 52/1987. An airborne geophysical survey, comprising INPUT-EM and aeromagnetics, was flown over the central part of the Jillawarra Sub-basin and numerous anomalous zones were defined. Follow-up work included extensive soil, rock-chip, and RAB bedrock sampling, ground EM, IP, gravity, and magnetic surveys.

Further airborne surveys in 1976 delineated a 6km diameter magnetic anomaly which Amoco designated "TP" in the west, plus satellite anomalies at TC, 46-40, and the Woodlands prospects. In 1977 another airborne survey further east located the a bullseye magnetic anomaly which Amoco called Abra.

Between 1974 and 1979 Amoco completed 40 diamond drill holes (for 10,715m) and 29 percussion drill holes (for 4,266m). Drilling confirmed low-grade base-metal mineralisation at Woodlands and TC (copper-barium); 46-40 (copper-lead-barium); Quartzite Well (lead-zinc-silver); Manganese Range (copper-manganese, minor lead); and Copper Chert (copper). Amoco obtained disappointing drilling results at Abra and Cadabra.

Geopeko farmed in to the project and commenced exploration in mid 1980. Previous geophysical data and drilling data were re-assessed and remodelled to provide new drill targets at Woodlands, 46-40, TP, Quartzite Well and Abra. At the first 4 prospects diamond drilling in 1980/81 (7 holes for 2,814m) did not indicate that there were significant extensions to the mineralised zones defined by Amoco. But in September 1981, drilling intersected the large tonnage, low-grade body at Abra.

A detailed airborne magnetic survey and geological mapping at 1:25,000 scale covering the Jillawarra Sub-Basin were completed in 1982-83. Priority areas were selected from this work for follow-up SIROTEM, gravity, and ground magnetic surveys, plus stream-sediment sampling. Diamond drilling in 1983 and in 1986 (3 holes for 1,571m) tested targets at TP and TC, Copper Chert, and Cadabra: low-grade copper-barium mineralisation (similar to Woodlands and TC) was intersected at TP.

Between 1981 and 1986, diamond drilling continued in the Abra area. Results from this work remain confidential. Exploration was curtailed between 1984 and 1986, while the JV sought a third party for further funding. This was unsuccessful.

The Jillawarra Sub-Basin remains as an area with a high, but largely untested, potential for large-tonnage base-metal orebodies. Exploration for base metals was extended beyond the western end of the Jillawarra Sub-basin by the Geopeko/Amoco JV during 1982-83, and into the Coobarra Dome off the eastern end of the Jillawarra Sub-basin during the same period. Results were considered discouraging and further work was not recommended.

Exploration for near-surface copper-gold mineralisation was carried out by Cyprus Minerals at Manganese Range in the central part of the Jillawarra Sub-basin from 1987 to 1990. Shallow drilling along the strike length of the copper-gold zone did not intersect near-surface mineralisation and Cyprus proposed two diamond drill holes to test for a deep, blind, base-metal orebody similar to the Abra deposit located 20 km to the east. This drilling proposal was not followed up, and Cyprus surrendered the tenure. So the potential for a large-tonnage base-metal orebody, at depths below 400m, remains untested.

Exploration by Metminco

As far as Vidoro is aware, no work has been carried out on the Mulgul project to date by Metminco.

Budget and Programme

The work would commence with compiling previous exploration data and a re-interpretation of existing geophysical data, followed by scout field investigation of the Mulgul copper prospect and other targets identified by geophysics, including rock chip sampling & orientation soil sampling. Selected prospective areas would be tested initially with RAB/Aircore drilling.

Table 6. Proposed Budget, E 52/1987 Mulgul, in A\$

Activity	YEAR 1	YEAR 2	TOTAL
Tenement Acquisition Costs	10,000		10,000
Access Negotiations	10,000		10,000
Research	2,500	6,000	8,500
Geophysical Interpretation	9,000	3,000	12,000
Surface Exploration	13,000	28,000	41,000
Field & Labour Costs	15,000	27,500	42,500
Travel & Accommodation	4,000	9,000	13,000
Geophysical Survey	50,000		50,000
RAB/Air Core Drilling		41,200	41,200
SUB-TOTALS:	113,500	114,700	228,200

Figure 10. Location of ELA 2007/00222 in Gawler Craton (Hiltaba Suite granites in red) Compiled by D G Jones from Fairclough et al (2003)

West Lake Eyre ELA 2007/00222, SA

The West Lake Eyre ELA has been lodged adjacent to the western shore of Lake Eyre North, in a remote region of northern SA about 700 km NNW of Adelaide.

The West Lake Eyre area is underlain by the Peake and Denison Domain of the Gawler Craton, a large stable block of Archean to Middle Proterozoic basement sequences located within the western and northern parts of South Australia. The eastern margin of the Gawler Craton contains a number of discrete magmatic centres associated with distinctive regional alteration assemblages intruded by granitoids belonging to the prospective Hiltaba Suite. Gravity anomalies on late faults crossing the magmatic centres are considered to be highly prospective for Olympic Dam-style iron-oxide-coppergold (uranium) deposits.

The Peake and Denison Domain forms an arcuate wedge of exposed and buried Paleoproterozoic metasediments and metavolcanics immediately adjacent to the north-eastern margin of the Gawler Craton. A relatively high, internally varying regional gravity ridge trends northwest and appears to form the northern part of a distinct broad northwest-southeast trending regional gravity anomaly that intersects the Stuart Shelf and parts of the northwestern region of the Adelaidean Fold Belt.

At West Lake Eyre, the geophysical setting is said by Metminco's consultants to be analogous to the Mount Woods block, host to the Prominent Hill copper-gold (uranium) deposit currently being developed by Oxiana Limited.

Metminco Exploration Programme and Budget - West Lake Eyre

Since this tenement is still an application only, and the granting of all or part of the application area cannot be guaranteed, Metminco's proposed budget and programme is notional only and may be subject to change. Once the licence is granted, the programme would commence with compiling previous exploration data and a re-interpretation of existing geophysical data, including depth-to-basement modelling. Selected prospective areas would be re-flown with a high-resolution airborne geophysical survey.

	Table 7. Proposed Budget, ELA 2007/00222 West Lake Eyre, in A\$

Activity	YEAR 1	YEAR 2	TOTAL
Research	5,000	2,500	7,500
Geophysical Interpretation	13,000	15,000	28,000
Surface Exploration	10,500	7,500	18,000
Field & Labour Costs	12,000	9,000	21,000
Travel & Accommodation	4,000	3,500	7,500
Airborne Geophysical Survey		60,000	60,000
SUB-TOTALS:	44,500	97,500	142,000

King River ELA 26112, NT

The King River project is located about 45 km south-west of the town of Katherine. The northern boundary of the licence application follows the Victoria Highway between Katherine and Kununurra. Tracks within the licence are sparse.

Katherine is the fourth largest town in the Northern Territory and is located 312 km south-east of Darwin on the Katherine River. With a population of over 9,000 people Katherine is a modern regional centre that offers a wide range of services to communities from the Western Australian border to the Gulf of Carpentaria on the Queensland border. Facilities include a modern shopping centre and hospital. Agricultural and horticultural industries are developing rapidly in the region. The Alice Springs to Darwin railway passes through the town and passenger trains stop twice a week at Katherine. Tindal Air Force base is situated 15 km south-east of Katherine and is home to 2,200 Defence Force personnel. The base also serves as Katherine town airport.

Regional Geology

The King River project area lies within the Paleozoic Daly Basin, flanked to the north and north-east by the Paleoproterozoic Pine Creek Orogen and to the south-west by the Mesoproterozoic Victoria-Birrindudu Basin. Cretaceous sediments of the Dunmarra Basin lap on to the south-eastern part of the Daly Basin.

Local Geology

The principal units underlying the Cainozoic cover in the King River region are the Cambrian Jinduckin Formation and the overlying Early Ordovician Oolloo Dolostone, both members of the Daly River Group. Both units are composed of virtually unfossiliferous marine sediments. The Jinduckin Formation is dominantly clastic while the Oolloo Dolostone is mainly carbonate, and outcrops as a rugged karstic landscape.

Previous Exploration

Very little apart from broad regional reconnaissance has been carried out in the area. In 1971 CRA investigated the Daly Basin for uranium using reconnaissance drainage sampling and airborne scintillometer traverses. No anomalous areas were detected. Central Pacific Minerals followed up the CRA work, focusing on the Jinduckin Formation, and concluded that the potential for sedimentary uranium deposits was low.

Figure 11. Regional geological setting, ELA 26112 King River Compiled by D G Jones from Ahmad and Scrimgeour (2006)

In 1975 radioactivity was detected in spring water on the Manbulloo Research Station located just outside the present King River ELA. The water was found to be anomalous in radium. A Mining Reserve was placed over the area and the Australian Atomic Energy Commission ("AAEC") explored an area of 330 sq km around Manbulloo from 1975-1976, utilising a range of techniques including water and soil geochemical sampling, ground radiometrics and track etch surveys. The work failed to resolve the source of the radium anomaly but the AAEC concluded that there was still the possibility of a high-grade uranium source in the Jinduckin Formation (Haylen and Schurake, 1977).

Metminco Exploration Programme and Budget - King River

Since this tenement is still an application only, and the granting of all or part of the application area cannot be guaranteed, Metminco's proposed budget and programme is notional only and may be subject to change. Once the licence is granted, the programme would commence with compiling previous exploration data and a re-interpretation of existing geophysical data, followed by orientation soil sampling. Selected prospective areas would be tested initially with grid soil sampling followed up by RAB/air core drilling.

Table 8. Proposed Budget, ELA 26112 King River, in A\$
Activity	YEAR 1	YEAR 2	TOTAL
Research	3,000	3,500	6,500
Geophysical Interpretation	11,000	0	11,000
Surface Exploration	10,000	12,500	22,500
Field & Labour Costs	12,000	14,500	26,500
Travel & Accommodation	4,000	4,200	8,200
RAB/Air Core Drilling		15,000	15,000
SUB-TOTALS:	40,000	49,700	89,700

Figure 12. Local geology, ELA 26112 King River Compiled by D G Jones from Sweet et al (1994)

Property Descriptions and Location

Property Details

The legal status of the tenure of the Metminco tenements is the subject of a separate Tenement/Native Title Report, which appears elsewhere in the Prospectus. The Metminco tenement situation has not been independently verified by Vidoro, apart from a search of the Western Australian Department of Industry and Resources TENGRAPH® on-line database, the Northern Territory Department of Mines Titles Information System ("TIS") on-line database, and the South Australian Department of Primary Industries and Resources ("PIRSA") SARIG on-line database. The results of these searches are summarised in the tables below:

Table 9. Metminco Exploration Licences in WA

Holder	Tenement	Grant Date	Expiry Date	Sub-blocks	Area sq km
Malanti Pty Ltd	E 80/2707	03 Feb 2006	02 Feb 2011	23	74.9
Metminco Pty Ltd	EA 80/3742	Application	Application	70	228.5
Metminco Pty Ltd	E 52/1987	31 Jan 2007	30 Jan 2012	108	336.8

By an Agreement dated 18 December 2003, Pacrim Energy Limited agreed to acquire E 80/2707 from Malanti Pty Ltd as part of the purchase of a package of gold exploration properties from Malanti. Metminco has a Joint Venture Agreement ("JVA") with Pacrim whereby Metminco can earn a 51% Interest in E 80/2707 by expenditure of \$1 million within 3 years, with the right to earn a further 19% by further expenditure of \$1 million within a further 3 years.

Table 10. Metminco Prospecting Licences in WA

Holder	Original Tenement	Renewal Number	Grant Date	Expiry Date	Renewal Filed	Area ha
Pacrim Energy Ltd	P 80/1382	P 80/1576	18 Jun 2002	17 Jun 2006	15 Jun 2006	184.81
Pacrim Energy Ltd	P 80/1383	P 80/1578	18 Jun 2002	17 Jun 2006	14 Jun 2006	166.68
Pacrim Energy Ltd	P 80/1384	P 80/1579	18 Jun 2002	17 Jun 2006	14 Jun 2006	166.39
Pacrim Energy Ltd	P 80/1385	P 80/1582	18 Jun 2002	17 Jun 2006	14 Jun 2006	169.69
Pacrim Energy Ltd	P 80/1386	P 80/1575	18 Jun 2002	17 Jun 2006	15 Jun 2006	196.67
Pacrim Energy Ltd	P 80/1387	P 80/1577	18 Jun 2002	17 Jun 2006	15 Jun 2006	198.97
Pacrim Energy Ltd	P 80/1388	P 80/1580	18 Jun 2002	17 Jun 2006	14 Jun 2006	173.24
Pacrim Energy Ltd	P 80/1389	P 80/1581	18 Jun 2002	17 Jun 2006	14 Jun 2006	169.83

Malanti Pty Ltd and Cloud Aviation Pty Ltd applied for the eight contiguous prospecting licences listed above in March 2001. South Boulder Mines Limited were granted an option to purchase the tenements but subsequently withdrew to focus on their Eastern Goldfield projects. Malanti Pty Ltd then acquired the 50% Interest formerly held by Cloud Aviation Pty Ltd. By an Agreement dated 18 December 2003, Pacrim Energy Limited agreed to acquire the tenements as part of a package of gold exploration properties. Metminco has a Joint Venture Agreement ("JVA") with Pacrim whereby Metminco can earn a 51% Interest in the eight Grants Creek PLs by expenditure of \$300,000 within 3 years, with the right to earn a further 19% by further expenditure of \$500,000 within a further 3 years.

Table 11. Metminco Mineral Tenement in SA

Holder	Tenement	Grant Date	Expiry Date	Sub-blocks	Area sq km
Bluekebble Pty Ltd	ELA 2007/00222	Application	Application	Not applicable	609.6
Table 12. Metminco Mineral Tenement in NT
Holder	Tenement	Grant Date	Expiry Date	Sub-blocks	Area sq km
Bluekebble Pty Ltd	ELA 26112	Application	Application	76	245.8

Metminco has a Declaration of Trust and Agreement to Assign ("Assignment Agreement") with Bluekebble Pty Ltd relating to both the NT ELA and the SA ELA. Consideration for the assignment of those applications is a total of \$50,000 and 1 million Shares. A sum of \$25,000 was paid upon signing of the Assignment Agreement, the remaining \$25,000 will be payable and 500,000 Shares will be issued upon the offer of grant of the licences and the remaining 500,000 Shares will be issued upon the grant of the licences.

Details of the above agreements are given in Section 10 (Material Contracts) of this Prospectus.

References

Ahmad, M., and Scrimgeour, I.R., 2006. Geological map of the Northern Territory, 1:2,500,000 scale. Geol. Surv. NT, Darwin.

Blake, D. H., Tyler, I. M., Griffin, T. J., Sheppard, S., Thorne, A. M. and Warren, R. G., 1998. Geology of the Halls Creek 1:100 000 Sheet area 4461, Western Australia. Australian Geological Survey Organisation, Canberra.

Boddington, T. D. M., 1987. Abra, a Middle Proterozoic mineralized body, Western Australia. AusIMM Proceedings, Vol 292, pp 59–69.

Boddington, T. D. M., 1990. Abra lead–silver– copper–gold deposit. in Geology of the mineral deposits of Australia and Papua New Guinea (ed. F. E. Hughes). AusIMM Monograph 14, pp 659–664.

Chuck, R. G., 1984. The sedimentary and tectonic evolution of the Bangemall Basin, Western Australia and implications for mineral exploration. WAMPRI Report 6. 129p.

Cooper, R. W., Langford, R. L., and Pirajno, F., 1998. Mineral occurrences and exploration potential of the Bangemall Basin. Geol. Surv. WA. Report 64. 42p.

Daniels, J. L., 1966. Revised stratigraphy, palaeocurrent system and palaeogeography of the Proterozoic Bangemall Group. Geol. Surv. WA, Annual Report 1966, pp 48–56.

Dow, D. B., and Gemuts, I., 1969. Geology of the Kimberley Region, Western Australia - the East Kimberley. Geol. Surv. WA. Bulletin 120. 135p.

Fairclough, M. C., Schwarz, M. P., and Ferris, G. M., 2003. Interpreted Crystalline Basement Geology of the Gawler Craton, 1:1,000,000 scale. Geol. Surv. SA.

Finucane, K. J., 1939. AGGSNA Report No. 40.

Flint, D. J., and Abeysinghe, P. B., 2000. Geology and Mineral Resources of the Gascoyne Region. Geol. Surv. WA. Record 2000/07. 35p.

Goldner, P. T., 1984. Report on the Sophie Downs Prospect, Halls Creek District, East Kimberley Province. Union Oil Development Corp. Company Report A 13245 to Geol. Surv. WA. 51p.

Griffin, T.J., and Tyler, I.M., 1994. Angelo, WA, 1:100,000 Geological Sheet 4361. Geol. Surv. WA.

Hancock, S. L., and Rutland, R. W. R., 1984. Tectonics of an Early Proterozoic geosuture - The Halls Creek orogenic sub province, northern Australia. Journal of Geodynamics, Vol. 1,

Hassan, L.Y., 2000. Mineral Occurrences and Exploration Potential of the East Kimberley. Geol. Surv. WA. Bulletin 74, 93 p.

Haylen, M; Schurake, M., 1977. Exploration in 1976 field season, Daly River Basin, near Katherine. AAEC Company Report 1977-0140, Geol. Surv. NT.

Kruse, P. D., Madigan, T. L., and Hein, K. A. A., 1994. Katherine, NT, 1:250,000 Geological Sheet SD 5309. Geol. Surv. NT.

Martin, D. McB., Thorne, A. M., and Copp, I. A., 1999. A provisional revised stratigraphy for the Bangemall Group on the Edmund 1:250 000 sheet. Geol. Surv. WA., Annual Review 1998–99, pp 51–55.

Mattinson, P., 1999. Surrender Report for EL 80/1635. PMA Gold Pty Ltd. WAMEX Report No. A58918. 98p.

Muhling, P. C., Brakel, A. T., and Davidson, W. A., 1977. Mt Egerton, WA, 1:250,000 Geological Sheet SG 50-03. Geol. Surv. WA.

Muhling, P. C., and Brakel, A. T., 1985. Geology of the Bangemall Group — the evolution of an intracratonic Proterozoic basin. Geol. Surv. WA. Bulletin 128. 266p.

Page, R. D., Blake, D. H., Tyler, I. M., Griffin, T. J., and Thorne, A. M., 1994. New geological and geochronological constraints on VMS prospectivity near Halls Creek, W.A.. AGSO Research Newsletter, no. 20, Vol. 1, pp 5-7.

Page, R. W., and Sun, S-S., 1994. Evolution of the Kimberley Region, W.A. and adjacent Proterozoic inliers - new geochronological constraints. Geological Society of Australia, Abstracts Vol. 37, pp 332–333.

Playford, P. E., and Ruddock, I., 1985. Discovery of the Kimberley Goldfield. Royal Western Australian Historical Society, Journal and Proceedings, Vol. 9(3), pp 76–106.

Plumb, K. A., Allen, R., and Hancock, S. L., 1985. Excursion Guide: Proterozoic evolution of the Halls Creek Province, Western Australia. Bur. Min. Res. Record 1985/25. 87p.

Rea, P., 1997. Annual Report EL 80/0800, Little Mt Isa Group, Lachlan Resources NL. WAMEX Report No. A50992. 40p.

Sheppard, S., Tyler, I. M., Griffin, T. J., and Taylor, R.W., 1999. Paleoproterozoic

subduction-related and passive margin basalts in the Halls Creek Orogen, northwest Australia. Australian Journal of Earth Sciences, Vol. 46, pp 679–690.

Smith, R.N., 1898. State of Mining in the Kimberley District of WA. Geol. Surv. WA. Bulletin 2, pp 7-23.

Smith, J. W., Davies, H. L., Dow, D. B., Gemuts, I., and Morgan, K. H., 1967. Gordon Downs, WA, 1:250,000 Geological Sheet SE 5210 (First Edition). Bur. Min. Res.

Sweet, I. P., Pieters, P. E., Crick. I. H., Tyler, I.M., Hoatson, D.M., Griffin, T.J., Sheppard, S., Blake, D.H., and Warren, R.G., 1997. McIntosh, WA, 1:100,000 Geological Sheet 4462. Geol. Surv. WA.

Tyler, I.M., Griffin, T.J., and Sheppard, S., 1998. Geology of the Dockrell 1:100,000 Geological Sheet. Geol. Surv. WA.

Vogt, J. H., and Stumpfl, E. F., 1987. Abra — a strata-bound Pb–Cu–Ba mineralisation in the Bangemall Basin, Western Australia. Economic Geology, Vol. 82, pp 805–825.

Vogt, J. H., 1995. Geology of the Jillawarra area, Bangemall Basin, Western Australia. Geol. Surv. WA., Report 40. 107p.

Warren, R. G., 1994. Gold mineralisation in the northern East Kimberley gold district, Western Australia: in Australian Mining Looks North – The Challenges and Choices (ed. C. P. Hallenstein). The AusIMM, Publication series 5/94, pp 117–121.

pp 387-432.

AMTS Pty Limited ACN 068 965 793

Mining Agents & Exploration Title Consultants 48 Sorrento Road, Empire Bay NSW 2257 Tel: (02) 4363 1686 Or Sydney Local Call on (02) 9016 4202 FAX: (02) 4363 1687 Email : info@amts.com.au Web:http://www.amts.com.au/

27 July 2007

The Directors Metminco Limited Level 2, 224 Queen Street Melbourne Vic 3000

Dear Sirs

REPORT ON TENEMENTS & NATIVE TITLE

This report is prepared for inclusion in a prospectus to be dated on or about 13 August 2007 to be issued by Metminco Limited ACN 119 759 349 (Company) for the issue of 6,750,000 fully paid ordinary shares in the capital of the Company at an issue price of 20 cents per share, to raise \$1,350,000 (Offer). The minimum subscription under the Offer is for 5,000,000 fully paid ordinary shares to raise \$1,000,000.

The report relates to Tenements held in Western Australia (WA Tenements), the Northern Territory (NT Tenements) and South Australia (SA Tenements) (collectively the Tenements), which are detailed in this report in which the Company holds an interest. The notes to the Tenements as set out in the Schedule form part of this report.

Mr Robert Harrison is a director and consultant with AMTS Pty Limited (AMTS). He has in excess of 39 years experience as a mining and exploration titles consultant in Australasia.

This report has been prepared in accordance with the VALMIN Code or if it is not fully compliant those areas where it is not have been indicated and an explanation provided as to why this is so.

1. Searches and Source Information

We have conducted the following searches and enquiries:

• (a) searches of the WA Tenements as recorded in the Computer Register maintained by the Department of Industry and Resources (DOIR) pursuant to the Mining Act 1978 of Western Australia (WA Mining Act) on 20 July 2007;
• (b) searches of the NT Tenements as recorded in the Computer Register maintained by the Department of Primary Industry, Fisheries and Mines (DPIFM) pursuant to the Mining Act 1980 of the Northern Territory (NT Mining Act) on 23 July 2007;

(c) searches of the SA Tenements as recorded in the Computer Register

maintained by the Department of Primary Industries and Resources of South Australia (PIRSA) pursuant to the Mining Act 1971 of the South Australia (PIRSA) on 23 July 2007

(d) searches of the native title application summaries maintained by the National Native Title Tribunal (NNTT) in the online Computer Register on 23 July 2007 in relation to those native title claims which affect the Tenements.

On the basis of the searches of the Tenements and the Material Contracts which are summarised in Section 10 of the Prospectus we consider that this report provides an accurate statement as to the status of the Tenements as at 27 July 2007 and of the Company's interests therein and we note that the annual rental and expenditure commitments for the granted Tenements have been complied with.

2. Aboriginal Heritage

There may be sites of Aboriginal heritage or significance located on the land on which the Tenements are situated.

a) Western Australia - The Aboriginal Heritage Act 1972 (WA Heritage Act) applies to the WA 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 defined to include any sacred, ritual or ceremonial site which is of importance and special significance 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.

b) Northern Territory - The Aboriginal Land Rights (Northern Territory) Act 1976 ("NT Land Rights Act") and the Northern Territory Aboriginal Sacred Sites Act 1978 ("Sites Act") apply to the NT Tenements that are situated in the Northern Territory. Both pieces of legislation define a sacred site as a site that is sacred to Aboriginals or otherwise of significance according to

Aboriginal tradition. The Sites Act established the Aboriginal Areas Protection Authority ("Authority") which is empowered, amongst other things, to establish and maintain a register of sacred sites. Sacred sites will only be recorded by the Authority if so requested by a custodian or where the Authority has itself identified them as a result of its own previous work in that area.

c) South Australia - the Aboriginal Heritage Act 1988 provides for the protection and preservation of Aboriginal Heritage and extends this protection to Aboriginal sites, Aboriginal objects and Aboriginal remains. It is an offence to damage, disturb or interfere with an Aboriginal site, object or remains. A Register of Aboriginal sites and objects is established and maintained. The register does not purport to be a comprehensive record of all Aboriginal sites, objects and remains in South Australia. Nevertheless, the Aboriginal Heritage Act protects all Aboriginal sites, objects arid remains, whether entered on the register or not.

In addition 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 significant Aboriginal areas and significant 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 any of these Acts as there is no obligation, in any of 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 exploration company after the 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 any of these Acts while carrying out operations on the Tenements, the Company would need to conduct heritage surveys and also request the Authority to provide a certificate to determine if any Aboriginal sites exist within the area of the Tenements. If so, the Company would need to ensure that any interference with such Aboriginal sites is in strict conformity with the provisions of the above WA Heritage Act, SA Heritage Act, NT Land Rights Act, the Sites Act and the Commonwealth Heritage Act as applicable in each State.

3. 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 (Commonwealth Act). Amongst other things, the Commonwealth Act:

(a) regulates the recognition and protection of native title;

(b) confirms the validity of titles granted by the Federal Government prior to the commencement of that Act on 1 January 1994;

• (c) specifies the procedures to be complied with for certain future acts which affect native title; and
• (d) specifies the procedures by which Aboriginal peoples can claim native title and by which people determined to hold native title holders 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 significant amendments include a revised threshold test for the acceptance of native title claims, confirmation 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 Northern Territory has implemented the Validation of Titles and Actions Act 1994 (Northern Territory) which adopts the Commonwealth Act in the Northern Territory.

The South Australian Parliament has enacted the Native Title (South Australia) Act 1994 which adopts the Commonwealth Act in South Australia.

The High Court concluded in the Ward decision (8 August 2002) that, amongst 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.

4. 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 NNTT for the purposes of registration of the claim.

If the Native Title Registrar is satisfied 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.

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 satisfies 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.

Certain of the Tenements relate to land which is currently the subject of at least one or more registered native title claim. These claims are identified in

the Notes to the Schedule of Tenements attached to this report. The fact that a claim has been 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 will 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.

5. Native Title – Validity of Titles

(a) Granted Tenements – Western Australia

(i) Tenements granted prior to 1 January 1994

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

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

The Western Australian Parliament passed the Titles Validation Amendment Act 1999 which confirmed 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.

(iii) Tenements granted since 23 December 1996

Tenements affected by native title rights and interests will be valid provided the applicable processes prescribed by the Commonwealth Act were complied with. The WA Tenements were all granted after 23 December 1996. 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 confirm that this is the case.

(b) Granted Tenements – Northern Territory

(i) Tenements granted prior to 1 January 1994

Under the Validation Native Title Act (Northern Territory) 1994 Tenements granted in the Northern Territory prior to 1 January 1994 have been validated to the extent that the grant of the Tenements may have been invalid as a result of the existence of native title.

(ii) Tenements granted since 1 January 1994

Tenements granted after 1 January 1994 which are affected by native title rights and interests will be valid provided the applicable processes prescribed by the Commonwealth Act were complied with.

(c) Granted Tenements - South Australia

In South Australia under the Native Title (South Australia) (Validation and Confirmation) Amendment Act 2000, freehold and most current perpetual leases have been confirmed as extinguishing native title. Other leasehold land may also fall within this category. The types of tenure tenures covered by this legislation are set out in Part 6, Division 5 of the Native Title (South Australia) Act 1994 and in the Commonwealth's Native Title Act, 1993, in particular Schedule 1, Part 5, Sections 37, 38 and 39.

(i) Tenements granted prior to 1 January 1994

Under the Native Title (South Australia) Act 1994 Tenements granted in the South Australia prior to 1 January 1994 have been validated to the extent that the grant of the Tenements may have been invalid as a result of the existence of native title.

(ii) Tenements granted between 1 January 1994 and 23 December 1996 Under the Native Title (South Australia) Act 1994, certain acts which took place between 1 January 1994 and 23 December 1996, known as "intermediate period acts" were validated.

In accordance with this Act, native title has been extinguished in South Australia over land which on or before 23 December 1996 was the subject of certain types of Perpetual Lease.

(iii) Tenements granted since 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.

(d) 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 relevant 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 or permit 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 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

In Western Australia a policy has been introduced to facilitate the grant of exploration licence applications outside the right to negotiate procedure. The Department of Industry and Resources has indicated its intent to grant exploration licences where the applicant is willing to enter into a standard Heritage Protection Agreement (HPA). HPA's have been negotiated between the State, mining and exploration representative bodies, and Aboriginal representative bodies.

The Northern Territory Department follows the expedited procedure of the Right to Negotiate process under the Commonwealth Native Title Act 1993.

The South Australian Government introduced legislation in the Form of Part 9B of the Mining Act 1971 sets out what procedures must be undertaken prior to the conduct of activities on 'native title land'. Part 9B became operational on 17 June 1996 and has been a successful alternative State scheme to that offered under the Commonwealth's Native Title Act, 1993

The right to negotiate process does not necessarily have to be pursued in cases where either the explorer has previously entered into an agreement with the native title claimants which facilitates the grant of future tenements, or 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.

(e) Renewals

As with the grant of Tenements, renewals of 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 Tenements are subject to the same right to negotiate (or, pending legislation, alternative State) process as is described above.

6. 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 Company's activities and its ability to fund those activities. It is impossible at this stage to quantify the impact that these matters may have on the Company's operations but the main risks include:

• (a) Delays or difficulties in obtaining the grant of the applications for Tenements, 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.
• (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 quantifiable 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.
• (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 fines and other penalties.

7. Qualifications

While the status of the Tenements is dealt with in detail in the Schedule hereunder, we point out, that:

• (a) we have assumed the results of the searches which we have made or caused to be made of the Registers established and maintained pursuant to the Western Australian Mining Act 1978, the Northern Territory Mining Act (commenced 1982) and the South Australian Mining Act 1971 are accurate;
• (b) we have relied on the accuracy of the Registers maintained by DOIR, DPIFM, PIRSA and the NNTT, and
• (c) the holding of the Tenements is subject to compliance with their terms and conditions and the provisions of the Western Australian Mining Act 1978, the Northern Territory Mining Act 1980 and the South Australian Mining Act 1971.

8. Consent

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

AMTS Pty Ltd has consented to the inclusion of this report in the Prospectus in the form and context in which it is included and has not withdrawn that consent before the lodgement of the Prospectus with the Australian Securities & Investments Commission.

Yours faithfully

Bob Harrison AMTS Pty Limited

Schedule

Western Australian Tenures

Angelo Project

Exploration Licence 80/2707

Holder	Malanti Pty Ltd
Area	23 sub blocks (as shown by yellow tint on plan below)
Application Date	06 February 2001
Status	Granted
Grant Date	03 February 2006
Expiry	02 February 2011
Anniversary Date	02 February 2007
Date rent paid	22 January 2007
Rental Paid incl GST \$	\$2,416.15
Date	06 March 2007
Amount of Rent required \$ \$2,416.15
Minimum Ann. Expenditure \$23,000
Native Title Claim No	WAD6095/98
Name	Lamboo Native Title Claim WC99/020
Claimant Representative	Kimberley Land Council PO Box 821
	Kununurra WA 6743
Enclosed Area	7465.97 hectares
Percent in Claim %	100.00%
Notes	Expenditure satisfactory for past year with no exemption application. This licence is wholly affected by Lamboo Native Title Claim - WC99/020 The holders are required to formalise agreements with the Claimant Representatives being the Kimberley Land Council in order to facilitate access, site clearances etc as required in accordance with The Native Title Act 1993 and the Aboriginal Heritage Act 1972 as set out in the final paragraph of Section 2 in the body of this report.

Grants Creek Project

This project comprises eight (8) granted Prospecting Licences 80/1382 – 1389 inclusive. All of these licences share the following common grant details with the variables listed in the table immediately below. All are deemed to still be in force in accordance with Section 56b of the Mining Act by virtue of Prospecting Licence Applications 80/1575 – 1582 inclusive.

Prospecting Licences 80/1382 to 80/1389 inclusive
---------------------------------------------------	--	--

Holder	Pacrim Energy Ltd
Application Date	14th March 2001
Status	Granted
Grant Date	18 June 2002
Expiry	17 June 2006 (deemed to continue - see below)
Continued	Sec. 56b Mining Act 1978 new PLAs 80/1575 to 80/1582 lodged 16 June 2006 in substitution of the existing PLs.
Anniversary Date	17 June 2007
Date rent pa	14 June 2007
Combined Report	C63/2005
Report Date (each year)	31 August
Native Title Claim No	WAD6182/98
Name	Malarngowen Native Title Claim WC99/044
Claimant Representative	Kimberley Land Council PO Box 2145 Broome WA 6725
Percent in Claim %	100.00%
Dealings	Exploration activity reports required by 16 August 2007 in respect of each of the PLs
Notes	Tenement expired on 17th June 2006, regressed to new PLAs. Expenditure satisfactory for past 4 years - no exemption applications

Variables in Tenement details

Licence No	Area Hectares (on search)	Rent Required & Paid Inclusive of GST\$	Minimum Annual Expenditure \$	Enclosed Area (Polygon) Hectares
P80/1382	200	396.00	8,000	*184.81
P80/1383	186	366.28	7,440	*166.68
P80/1384	180	356.40	7,200	*166.69
P80/1385	170	336.60	6,800	169.69
P80/1386	197	390.06	7,880	196.67
P80/1387	199	394.02	7,960	198.98
P80/1388	174	344.52	6,960	173.24
P80/1389	170	336.60	6,800	169.83

* area discrepancy currently being amended

These licences regressed to the following Prospecting Licence Applications which were all lodged pursuant to the provisisons of Section 56b of the Mining Act on 16 June 2006. These applications all share the following common details with the variables listed in the table immediately below

Prospecting Licence Applications 80/1575 to 80/1582

Applicant	Pacrim Energy Ltd
Application Date	16 June 2006
Status	Pending
Federal Court Claim No	WAD6182/98
Name	Malarngowen Native Title Claim WC99/044
Claimant Representative	Kimberley Land Council PO Box 2145 Broome WA 6725
Percent in Claim %	100.00%
Notes	A proposed agreement between Kimberley Land Council Aboriginal Corporation on behalf of the traditional owners Malarngowen and Pacrim Energy Ltd which pertains to Prospecting Licence Applications 80/1575- 1582 inclusive is, from the information supplied, in the final process of completion. The holders are required to formalise agreements with the Claimant Representatives being the Kimberley Land Council in order to facilitate access, site clearances etc in respect of the areas as affected as required in accordance with The Native Title Act 1993 and the Aboriginal Heritage Act 1972 as set out in the final paragraph of Section 2 in the body of this report.

Variables in Tenement Application details

Licence	Replaces	Area	Rent Required	Minimum Annual
Application	Licence No	Hectares	inclusive of	Expenditure \$
No		(on search)	GST \$
P80/1576	P80/1382	185	366.30	7,400
P80/1578	P80/1383	167	330.66	6,680
P80/1579	P80/1384	167	330.66	6,680
P80/1582	P80/1385	170	336.60	6,800
P80/1575	P80/1386	197	390.06	7,880
P80/1577	P80/1387	199	394.02	7,960
P80/1580	P80/1388	173	344.52	6,960
P80/1581	P80/1389	170	336.60	6,800

Sophie Downs Project

Exploration Licence Application 80/3742

Applicant	Metminco Pty Ltd
Area	70 sub blocks (as shown by yellow tint on plan below)
Application Date	01 September 2006
Status	Pending
Rental Paid incl GST \$	\$7,353.50
Minimum Ann. Expenditure \$70,000 on grant
Native Title Claim No	WAD6182/98 (Green broken edging on Plan below)
Name	Malarngowen Native Title Claim WC99/044
Claimant Representative	Kimberley Land Council PO Box 2145 Broome WA 6725
Enclosed Area (hectares)	2087.87
Percent in Claim %	9.20%
Native Title Claim No	WAD6157/98 (Orange broken edging on Plan below)
Name	Koongie - Elvire Native Title Claim WC99/040
Claimant Representative	Kimberley Land Council PO Box 2145 Broome WA 6725
Enclosed Area (hectares)	686.82
Percent in Claim %	3.00%
Notes	This application excludes prior titles and applications. This licence application area is partially affected by the Malarngowen Native Title Claim WC99/044 (9.2%) and the Koongie Elvire Native Title Claim WC99/040 affects another 3% of the licence. The holders are required to formalise agreements with the respective Native Title Claimant Representatives being the Kimberley Land Council in order to facilitate access, site clearances etc in respect of the areas as affected by the abovementioned claims as required in accordance with The Native Title Act 1993 and the Aboriginal Heritage Act 1972 as set out in the final paragraph of Section 2 in the body of this report.

Western Australian Tenures

Mulgul Project

Exploration Licence 52/1987

Holder	Metminco Pty Ltd
Area	108 sub blocks (as shown by yellow tint on plan below)
Application Date	08 September 2006
Status	Granted
Grant Date	31 January 2007
Expiry	30 January 2012
Anniversary Date	30 January 2008
Date rent paid	08 September 2006
Rental Paid incl GST \$	\$11,345.40
Minimum Ann. Expenditure \$108,000
Native Title Claim No	Determined Claim WAD0072/98
Name	Nharnuwangga Wajarri & Ngarlawangga
Claimant Representative	Taylor Linfoot & Holmes GPO Box 2586 Perth WA 6001
Enclosed Area	33600.72 hectares
Percent in Claim %	100.00%
Notes	The holders are required to formalise agreements with the Claimant Representatives in order to facilitate access, site clearances etc as required in accordance with The Native Title Act 1993 and the Aboriginal Heritage Act 1972 as set out in the final paragraph of Section 2 in the body of this report.

South Australia

West Lake Eyre Project

Exploration Licence Application 2007/00222

Holder	Bluekebble Pty Ltd ACN 116 988 508
Postal Address	16/33 Sunset Drive
	COCONUT GROVE NT 810
Status	Pending
Date Received	27 April 2007
Area	Application area - 609 sq kms – as shown by yellow tint on the plan below
Location	Cooinchina Creek Area approx 150 Km NW of Marree
Map Sheets	Lake Eyre 1:250,000
Commodity	Exploration Gold, Base metals & Uranium
Special Location	Affected by Arabunna ILUA – National Heritage Area
Notes	Exploration Licence Application 2007/00222 is not affected by an existing claim under the Native Title Act 1993. However the majority of the licence application area falls within the confines of an area subject to the Arabunna Indigenous Land Use Agreement (ILUA) which is one of three Indigenous Land Use Agreements negotiated between the State, the Minister for Mineral Resources Development and representatives of the affected Aboriginal People.

Northern Territory

King River Uranium Project

Exploration Licence Application 26112

Applicant	Bluekebble Pty Ltd ACN 116 988 508
Agent	Kastelloco Geological Consultancy
Application Date	03 May 2007
Status	Pending
Native Title Notification	09 May 2007
Advertisements	18 July 2007
Landowner Notification	07 May 2007
Area Applied	76 sub blocks (245.8 sq klms) – As shown by yellow tint and brown edging on the plan below.
Notes	There is a small prior Extractive Mineral Permit of some 2 hectares in area, in the northern eastern part of the licence application area which is not part of the area for consideration under this title. The area does not appear to be in any currently claimed area under the Commonwealth Native Title Act 1993 however the expedited procedure of the Right to Negotiate process is being addressed.
Tenure Affected	PL 565
Owner	Consolidated Pastoral Company Pty Ltd. ACN 010 080 654
Locality	Manbulloo
Parcel	01604
Volume	708
Folio	236

10 August 2007

The Directors Metminco Limited Level 2, 224 Queen Street Melbourne VIC 3000

Dear Directors

INVESTIGATING ACCOUNTANT'S REPORT ON HISTORICAL FINANCIAL INFORMATION

1. INTRODUCTION

The Directors of Metminco Limited ("Metminco" or "the Company") have requested William Buck (Vic) Pty Ltd ("William Buck Vic") to prepare an Investigating Accountant's Report ("Report") for inclusion in a Prospectus dated on or about 13 August 2007 ("the Prospectus") relating to the minimum issue of 5,000,000 Shares in Metminco at \$0.20 per Share and the maximum issue of 6,750,000 Shares in Metminco at \$0.20 per Share ("the Offer").

Expressions defined in the Prospectus have the same meaning as in this report.

2. BACKGROUND TO HISTORICAL FINANCIAL INFORMATION

The historical information consists of the following:

The historical information consists of the following:

• The historical income statement of Metminco for the financial period ended 30 June 2007;
• The pro forma income statement of Metminco for the financial period ended 30 June 2007;
• The historical balance sheet of Metminco as at 30 June 2007; and
• The pro forma balance sheet of Metminco as at 30 June 2007;

referred to collectively as the "Historical Financial Information".

The pro forma balance sheet of Metminco as at 30 June 2007 has been based on the historical balance sheet of Metminco as at 30 June 2007 adjusted as if the capital raising that is the subject of the Prospectus and certain other transactions occur on 30 June 2007. These adjustments are referred to collectively as the "pro forma transactions".

The pro forma transactions are as follows:

• The offer of a minimum 5,000,000 and maximum 6,750,000 Shares pursuant to this Prospectus at \$0.20 per Share.
• The subsequent issue of 35,000,000 Shares in relation to the capital raising of \$2,000,000 prior to 30 June 2007.
• The issue of 1,500,000 Shares to Directors prior to the Offer.
• The issue of 1,000,000 Shares and payment of \$50,000 in cash in respect to the acquisition of licences as detailed in Section 10.2.
• The issue of 9,000,000 Shares to a promoter of the Company prior to the Offer for services provided to the Company.
• Payment of costs incurred in relation to the offer of \$250,000 for the minimum raising and \$275,000 for the maximum raising.

3. SCOPE OF THE REPORT

The Directors of Metminco are responsible for the preparation of the Historical Financial Information, including determination of the adjustments.

We have conducted our review of the Historical Financial Information in accordance with the Australian Auditing and Assurance Standard AUS 902 "Review of Financial Reports". We made such inquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances including:

• Analytical procedures on the Historical Financial Information of Metminco for the relevant historical periods;
• A review of work papers, accounting records and other documents;
• A review of the basis of preparation and adjustments used to compile the Historical Financial Information;
• A review of the adjustments made to the pro forma balance sheet of Metminco as at 30 June 2007;
• A comparison of consistency in application of the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by Metminco disclosed in Appendix 3 of Section 7 of the Prospectus; and
• Enquiry of Directors, management and others.

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

4. CONCLUSION

Based on our review, which is not an audit, nothing has come to our attention, which causes us to believe that the Pro forma and Historical Financial Information as detailed in Appendix 1 to 3 of Section 7 of the Prospectus does not present fairly the financial position and financial performance of the Company in accordance with the recognition and measurement principles prescribed in applicable Accounting Standards and other mandatory professional reporting requirements, and accounting policies adopted by Metminco and disclosed in Appendix 1 to 3 of Section 7 of the Prospectus.

5. SUBSEQUENT EVENTS

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

6. INDEPENDENCE OR DISCLOSURE OF INTEREST

William Buck Vic does not have any interest in the outcome of the Offer other than in the preparation of the Investigating Accountant's Reports relating to the Offer for which normal professional fees will be received.

Yours sincerely

William Buck (Vic) Pty Ltd ABN 61 973 839 113

Brad Taylor Director

Appendix 1 – Income Statements

	Note	Reviewed	Reviewed Proforma	Reviewed Proforma
		01/07/06 to 30/06/07	01/07/06 to 30/06/07	01/07/06 to 30/06/07
		\$	\$	\$
			Minimum Subscription	Maximum Subscription
Interest Revenue		1,280	1,280	1,280
Employee Benefits Expenses		-	(300,000)	(300,000)
Administration Expenses		(27,619)	(1,827,619)	(1,827,619)
Net profit/(loss) before income tax		(26,339)	(2,126,339)	(2,126,339)
Income tax expense		-	-	-
Net profit/(loss) after tax		(26,339)	(2,126,339)	(2,126,339)

Appendix 2 – Balance Sheets

	Note	Reviewed	Reviewed Proforma	Reviewed Proforma
		30/06/07	30/06/07	30/06/07
		\$	\$	\$
			Minimum Subscription	Maximum Subscription
Current Assets
Cash and cash equivalents	3	1,957,461	2,657,461	2,982,461
Prepayments	4	11,000	11,000	11,000
Total Current Assets		1,968,461	2,668,461	2,993,461
Non Current Assets
Intangibles	4	-	250,000	250,000
Deferred exploration and evaluation	5	26,250	26,250	26,250
Other		998	998	998
Total Non Current Assets		27,248	277,248	277,248
Total Assets		1,995,709	2,945,709	3,270,709
Current Liabilities
Trade and other payables	6	2,022,043	22,043	22,043
Total Current Liabilities		2,022,043	22,043	22,043
Total Liabilities		2,022,043	22,043	22,043
Net Assets		(26,334)	2,923,666	3,248,666
Equity
Issued Capital	7	5	5,050,005	5,375,005
Accumulated losses		(26,339)	(2,126,339)	(2,126,339)
Total Equity		(26,334)	2,923,666	3,248,666

To be read in conjunction with Appendix 3.

Appendix 3 – Notes to the Income Statements and Balance Sheets

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial information presented herein has been prepared in accordance with the measurement and recognition (but not all disclosure) requirements of applicable Australian Accounting Standards. The financial information is presented in abbreviated form insofar as it does not comply with all the disclosure requirements set out in the Australian Accounting Standards and the Corporations Act. Australian Accounting Standards include Australian Equivalents to International Financial Reporting Standards ("AIFRS").

The financial information presented in the Prospectus and referred to as presented on an AIFRS basis reflects the current assessment of the standards issued by the AASB as at the date of this Prospectus. The Company has adopted the accrual basis of accounting including the historical cost convention and the going concern assumption. In the view of the Directors of Metminco, the omitted disclosures provide limited relevant information to potential investors.

The significant accounting policies which have been adopted in the preparation of the historical and pro forma historical financial information (collectively referred to as the "financial statements") are:

a) Statement of compliance

The financial information complies with the recognition and measurement (but not the disclosure) requirements of AIFRS. This ensures that the financial information complies (except for disclosure) with the requirements of International Financial Reporting Standards ("IFRS").

b) Revenue recognition

Interest revenue is recognised as it accrues taking into effect the effective yield on the financial asset.

c) Income tax

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

d) Exploration and evaluation expenditure

Exploration and evaluation costs are accumulated in respect of each separate area of interest.

Exploration and evaluation costs are carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest, or, where exploration and evaluation activities are continuing in the area of interest and activities have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves.

Where an area of interest is abandoned, any accumulated costs in respect of that area are written off in the financial period the decision is made.

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

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the cost of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

e) Investments

All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment.

After initial recognition, investments which are classified as held for trading and available-for-sale are measured at fair value. Gains or losses on investments held for trading are recognised in the income

Gains or losses on available-for-sale investments are recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement.

For investments where there is no quoted market price, fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash flows of the underlying net asset base of the investment.

f) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities, which are recoverable from, or payable to, the ATO, are classified as operating cash flows.

g) Impairment

The carrying amounts of the Company's assets, other than deferred tax assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated as follows.

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

to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

h) Share Capital Transaction Costs

Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income tax benefit.

i) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and deposits held at call with banks.

2. ACTUAL AND PROPOSED TRANSACTIONS TO ARRIVE AT PRO-FORMA BALANCE SHEET

The pro-forma reviewed balance sheet and income statements have been derived from the reviewed balance sheet and income statement as at 30 June 2007 and adjusted for the following transactions as if they had occurred at 30 June 2007.

2.1 Capital Raising

The effects of the capital raising proposed under the Offer are as follows:

		Capital Raising	Capital Raising
		Minimum Subscription
Number of Shares at an issue price of \$0.20		5,000,000	6,750,000
		\$	\$
Capital raising		1,000,000	1,350,000
Less: Costs of capital raising		(250,000)	(275,000)
Net Capital Raising		750,000	1,075,000
	Reviewed	Reviewed Proforma	Reviewed Proforma
	as at 30/06/07	as at 30/06/07	as at 30/06/07
	\$	\$	\$
		Minimum subscription	Maximum subscription
3. CASH AND CASH EQUIVALENTS
Cash at bank and on hand	1,957,461	1,957,461	1,957,461

	1,957,461	2,657,461	2,982,461
Cash payment associated with acquisition of licences	-	(50,000)	(50,000)
Net Capital Raising	-	750,000	1,075,000
Pro-forma Transactions:

4. INTANGIBLE ASSETS

Licences	-	250,000	250,000

	Exploration Expenditure	26,250	26,250	26,250
5.	DEFERRED EXPLORATION AND EVALUATION

Recoverability of the carrying amount of exploration assets is dependent upon the successful exploration and sale of resources

6. TRADE & OTHER PAYABLES

Trade creditors	22,043	22,043	22,043
Amounts received pending share issue	2,000,000	-	-
	2,022,043	22,043	22,043

	Reviewed as at 30/06/07 \$	Reviewed Proforma as at 30/06/07 \$	Reviewed Proforma as at 30/06/07 \$
		Minimum subscription	Maximum subscription
7. ISSUED CAPITAL
Opening Balance	5	5	5
Pro-forma Transactions:
Issue of Shares in respect to the capital raising prior to 30 June 2007	-	2,000,000	2,000,000
Shares issued to Directors prior to Offer	-	300,000	300,000
Shares issued in respect to the acquisition of licences	-	200,000	200,000
Shares issued to a promoter of the Company in respect to services provided	-	1,800,000	1,800,000
Shares issued under the Offer	-	1,000,000	1,350,000
Costs associated with the Offer	-	(250,000)	(275,000)
Issued capital	5	5,050,005	5,375,005

Terms and Conditions

Holders of ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per Share at Shareholders' meetings. In the event of the winding up of the Company, ordinary Shareholders rank after all other Shareholders and are fully entitled to any proceeds of liquidation.

	Reviewed as at 30/06/07	Reviewed Proforma as at 30/06/07	Reviewed Proforma as at 30/06/07
	No. of Shares	Minimum subscription No. of Shares	Maximum subscription No. of Shares
8. SHARES ON ISSUE
Opening Balance	5	5	5
Pro-forma Transactions:
Issue of Shares in respect to the capital raising prior to 30 June 2007	-	35,000,000	35,000,000
Shares issued to Directors prior to Offer	-	1,500,000	1,500,000
Shares issued in respect to the acquisition of licences	-	1,000,000	1,000,000
Shares issued to a promoter of the Company in respect to services	-	9,000,000	9,000,000
Issue of Shares in conjunction with the Offer	-	5,000,000	6,750,000
Shares on Issue – Pro-forma	5	51,500,005	53,250,005

9. RELATED PARTY DISCLOSURES

For details on Directors' and Officers' share holdings and fees, remuneration and other entitlements refer to Section 11.9.

10. CONTINGENT LIABILITIES

As at the date of this Report there are no material contingent liabilities which may have a material impact on the financial position of the Company.

8 Government Regulation and Policy

8.1 Government Regulation

The exploration and mining industries are subject to extensive regulation by local, State and Federal Governments in relation to almost every aspect of the Company's proposed operations. Compliance with such regulations may prohibit, restrict and increase the costs of exploring, drilling, developing, constructing, operating and closing mines and other production facilities. A summary of some of the regulations is provided below.

(a) Western Australia

Prospecting and Exploration

The Mining Act 1978 (WA) ("WA Mining Act") provides for a variety of mining tenements, including prospecting licences and exploration licences. Prospecting licences are generally small, short-term titles used for general prospecting, while exploration licences are larger, short to medium term titles used for detailed exploration programs.

The area in respect of which a prospecting licence may be granted shall not exceed 200 hectares. Prospecting licences entitle their holder to enter the land the subject of the prospecting licence, prospect for minerals on that land and carry on such operations as may be necessary for prospecting. Up to 500 tonnes of material may be extracted or disturbed from the ground. Prospecting licences are granted under the WA Mining Act for a period of four years (with an option to extend for a further four years), during which time the holder must adhere to a number of conditions relating to reporting, equipment usage, work programmes, expenditure and the environment. The holder of a prospecting licence is also required to lodge a security (or bond) with the mining registrar.

Prospecting licences are able to be transferred and the holder of a prospecting licence has the right to apply for and be granted (subject to compliance with certain conditions) a mining lease with regard to the subject land.

An exploration licence is required to carry out exploratory operations of the kind set out in the WA Mining Act. Conditions relating to the payment of rent, minimum expenditure and reporting obligations may be imposed. A licence generally remains in force for 5 years and can be renewed by the Minister for a further 5 years (if granted after 10 February 2006). The Minister may also extend the term by further periods of 1 or 2 years.

Exploration licences relate to graticular blocks. The minimum size of an exploration licence is one block and the maximum is 70 blocks (or 200 blocks in areas not designated as mineralised areas). The holder of an exploration licence may generally extract or disturb up to 1,000 tonnes of material from the ground. The holder of an exploration licence granted or applied for after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year (licences before this date must relinquish not less half at the end of the third year and a further half at the end of the fourth year).

The prior consent of the Minister is required in order to assign an exploration licence (or equitable interest in or affecting a licence) during the first year of its term. There are no restrictions on assignment after the first year.

The holder of an exploration licence can usually convert the licence to a mining lease, provided they have complied with the WA Mining Act and tenement conditions and obtained the necessary approvals. A 'mineralisation report' and statement setting out information about the proposed mining operations must accompany the application. If granted, a mining lease remains in force for 21 years and may be renewed for further 21 year periods.

(b) Northern Territory

Exploration

Approvals with respect to exploration and mining are dealt with under the Northern Territory Mining Act 1980 (NT) ("NT Mining Act").

The holder of an exploration licence is authorised to conduct exploration activity on the tenement with any equipment that may be necessary for the purpose of exploring for minerals (including uranium). An exploration licence may be granted for a term not exceeding 6 years (and may be renewed for two further periods of two years at the Minister's discretion). The licence may be granted subject to certain conditions.

The area of land subject to the licence must be contained in a single licence area and not exceed 500 blocks. The area must be reduced by 50% after two years from the date of grant and for each year after that, a further 50% of the remaining area must be relinquished. The Minister, on application, can waive this reduction.

Section 173 of the NT Mining Act allows an exploration licence (or an interest in an exploration licence) to be sold, transferred or otherwise encumbered with the consent of the Minister.

The Commonwealth Government permits mining under strict conditions after an extensive approval process. In addition, any activity on tenure (other than exploration that does not involve substantial disturbance) requires the prior approval of the NT Minister under the Mining Management Act 2001 (NT). Activity will then be subject to a mining management plan.

Uranium

The Commonwealth Government has specifically reserved its powers over uranium mining in the Northern Territory by means of the Atomic Energy Act 1953 (Cth) (Atomic Energy Act) and the Northern Territory (Self Government) Regulations 1978. The Atomic Energy Act also provides that the Commonwealth retains ownership of all uranium found in the Northern Territory. A series of intergovernmental agreements, the latest of which was signed in 2005, have caused the responsibilities in relation to the regulation of environmental impacts of uranium mining to be shared between the Commonwealth and Northern Territory Governments.

As ownership of uranium in the Northern Territory is vested in the Commonwealth, royalties may be payable to Commonwealth Government. To date, royalty arrangements have been determined for each mine on a case-by-case basis, however, arrangements to implement a comprehensive royalty regime for Northern Territory uranium are expected to be announced by mid-2008. It is also possible that ownership of uranium will be transferred from the Commonwealth to the Northern Territory. In that event, it is likely that uranium will be subject to an 18 percent royalty under the Mineral Royalty Act 1982 (NT).

Under section 175 of the NT Mining Act, before granting a mining title relating to uranium, the Minister must consult with the Commonwealth Government Minister and must act in accordance with any advice issued

8 Government Regulation and Policy

by that Minister. In effect, the Commonwealth Minister can veto decisions of the Northern Territory Minister. This requirement does not prevent the Minister from acting without advice, or require the Minister to take or give effect to advice, in relation to grant of exploration licences.

(c) South Australia

Exploration

Exploration licence applications are made under the Mining Act 1971 (SA) ("SA Mining Act"). Exploration licences may be granted for an initial term of no more than 5 years (if granted for fewer than 5 years, the Minister can extend the term at his or her discretion, but the aggregate term cannot exceed 5 years). An exploration licence will be issued subject to a standard schedule of conditions under the SA Mining Act, including conditions relating to the environment, rent, minimum expenditure and reporting. A licence may also be granted subject to such conditions as the Minister determines and royalties may be payable. Any renewals may involve the variation of such terms and conditions and the licence area may be reduced. The consent of the Minister is required for any assignment of the exploration licence.

Uranium

Under the SA Mining Act, the Minister can endorse a mining lease with an authorisation to carry out uranium mining operations. The Minister may also impose such conditions as he or she sees fit. The Radiation Protection and Control Act 1992 (SA) requires a person mining uranium to hold a licence, a condition of the grant of which is compliance by the licensee with various codes of practice relating to the transport of uranium, spillage, waste management and monitoring programs for radiation management.

(d) Commonwealth (uranium)

While the uranium industry is generally regulated by the State and Territory Governments, the Commonwealth Government has specific interests and responsibilities in relation to the regulation of the industry, including:

• Under the Environment Protection and Biodiversity Conservation Act 1999;
• environmental assessment and approval of new uranium mines and significant expansion to existing mines; and
• the management of nuclear actions and the protection of matters of national environmental significance;
• Ensuring the physical security of nuclear materials within Australia;
• Under the Customs Act 1901 (Cth), approval of exports of radioactive materials including uranium;
• Under the Australian Radiation Protection and Nuclear Safety Act 1988 (Cth) the protection of the health and safety of people and the environment from the harmful effects of radiation;
• Implementation of Safeguards Agreements and tracking of Australian Obligated Nuclear Materials internationally; and
• Ownership of uranium in the Northern Territory, and oversight of uranium mining operations in certain regions within the Northern Territory.

The Commonwealth Government permits the mining and export of uranium under strict conditions. A licensing process under the Atomic Energy Act (which requires discoveries of uranium to be reported to the Minister and which allows the Minister to take possession that uranium, subject to the payment of compensation), assist the Government in controlling the industry.

8.2 Government Policy (uranium)

While the current federal government favours uranium mining and exportation and plans to scrap legislative bans on nuclear power, a change in government at the next federal election may involve a change in policy. Accordingly, it is important to note the current attitude of the Australian Labor Party ("ALP") towards the uranium industry.

With respect to the mining of uranium, the ALP recently voted to scrap its 'no new uranium mines' policy. While the ALP maintains that it does not feel that nuclear energy is appropriate for Australia, it will allow the mining and exportation of uranium for use by other countries.

The ALP's announcement suggests that, in the event of a change in government, it should be possible to explore for, mine and export uranium, although opportunities for the use of uranium in Australia may be limited. As the Commonwealth Government substantially controls the uranium industry in the Northern Territory, this announcement suggests mining will be allowed in the Northern Territory. Mining should also be possible in South Australia. However, the Premier of Western Australia responded to the ALP's change in policy with a statement that the Western Australian Government's position on uranium mining has not changed and that it does not support the mining of uranium in Western Australia.

While companies are not restricted with respect to the exploration and evaluation of uranium projects in Western Australia, any mining development will be contingent upon a change of policy in relation to uranium production in that State. Given that exploration companies seek to recover their expenses through mining, this policy may adversely affect the value of any uranium discoveries. Investors should also note that it is unclear whether or in what circumstances the Commonwealth Government has the power to override the State Government's prohibition.

9 Risk Factors

The following is a non-exhaustive list of the risks that may have a material effect on the financial position and performance of the Company and the value of its securities, as well as the Company's exploration, any development and mining activities and its ability to fund those activities.

9.1 Government regulation

The exploration and mining industries are subject to extensive regulation by local, State and Federal Governments in relation to almost every aspect of the Company's proposed operations. Compliance with such regulations may prohibit, restrict and increase the costs of exploring, drilling, developing, constructing, operating and closing mines and other production facilities. The regulatory environment is discussed at Section 8 of this Prospectus.

In addition, the future viability of the projects is dependent upon the approval of the exploration licence applications and the granting and/or transfer of exploration licences.

The Company has an agreement with Bluekebble Pty Ltd that requires Bluekebble to procure the transfer of a Northern Territory exploration licence and a South Australian exploration licence. The transfer of these exploration licences to the Company will be subject to the initial approval of the exploration licence applications and the subsequent consent of the Minister to effect the transfers. A summary of that agreement can be found at Section 10 of this Prospectus.

9.2 Exploration and Exploitation Risks

The exploration and development of mineral properties is speculative. Most exploration projects do not result in the discovery of commercially mineable deposits. The mineral tenements of the Company are in the initial stages of exploration. There can be no assurance that exploration of the tenements, or any other tenements that may be acquired in the future, will result in the discovery of economically viable deposits. Even if an apparently viable deposit is identified, there can be no guarantee that it can be economically exploited into a producing mine.

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

9.3 Operating Risks

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

The Company does not have any operating history. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

9.4 Environmental Risks

The Company's projects are subject to State / Territory and Federal laws and regulations regarding environmental matters. Many of the activities and operations of the Company cannot be carried out without prior approval from and compliance with all relevant authorities. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws. However, the Company could be subject to liability due to risks inherent to its activities, such as accidental spills, leakages or other unforeseen circumstances.

9.5 Native Title and Land Access

The Company's activities in Australia are subject to the Native Title Act 1993 and associated legislation relating to native title, which are discussed in Section 6 of this Prospectus. Uncertainty associated with native title issues may impact on the Company's plans.

In addition, in accordance with the Commonwealth and State legislation, the Company will be obliged to protect any sites of significance to Aboriginal custom and tradition. It is possible that one or more Aboriginal sites of significance may be identified within the Tenements.

9.6 Share Market

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance.

Share market conditions are affected by many factors including but not limited to the following:

• general economic outlook;
• interest rates and inflation rates;
• currency fluctuations;
• mineral price fluctuations;
• changes in investor sentiment toward particular market sectors;
• the demand for, and supply of, capital;
• terrorism or other hostilities; and
• other factors beyond the control of the Company.

9.7 Insurance Risks

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company's insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial conduct and results of the Company. Insurance of all risks associated with mineral exploration and production is not always available and where available the costs can be prohibitive.

9.8 No Profit to Date

The Company has incurred losses since its inception and it is therefore not possible to evaluate its prospects based on past performance. Since the Company intends to continue investing in its exploration program the Directors anticipate making further losses in the foreseeable future.

While the Directors are confident that the Company has good exploration tenements, a sensible budget and sufficient capital to proceed with the projects, there can be no certainty that the Company will achieve or sustain profitability or achieve or sustain positive cash flow from its operating activities.

9.9 Future Capital Needs

Further funding of projects may be required by the Company to support its ongoing activities and operations. There can be no assurance that such funding will be available on satisfactory terms or at all. Any inability to obtain funding will adversely affect the business and financial condition of the Company and, consequently, its performance. A failure to meet cash calls would result in default in joint venture obligations which, if not remedied, could result in forfeiture of permits or concessions.

9.10 Economic and Government Risks

The future viability 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:

• general economic conditions in Australia and its major trading partners;
• changes in Government policies, taxation and other laws;
• the strength of the equity and share markets in Australia and throughout the world and in particular investor sentiment towards the commodities (resources) sector;
• movement in, or outlook on, interest rates and inflation rates; and
• natural disasters, social upheaval or war in Australia or overseas.

9.11 Commodity Price and Exchange Rate Risk

As the Company's potential earnings will be largely dependent on the market value of mineral commodities, the Company's future revenues and cash flows may be impacted by changes in the prices of these commodities. Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include current and expected future supply and demand, forward selling by producers, production cost levels in major metal producing centres as well as macroeconomic conditions such as inflation and interest rates.

Furthermore, the international prices of most commodities are denominated in United States dollars while the Company's cost base will be in Australian dollars. Consequently, changes in the Australian dollar exchange rate will impact on the earnings of the Company. The exchange rate is affected by numerous factors beyond the control of the Company, including interest rates, inflation and the general economic outlook.

10 Material Contracts

Set out in this section is a summary of the contracts to which the Company is a party which may be material in terms of the Offer or the operation of the business of the Company, and which are not otherwise summarised elsewhere in the Prospectus.

10.1 Pacrim Joint Venture Agreements

The Company and Pacrim Energy Limited ("Pacrim") are the parties to two Joint Venture Agreements (both dated 24 July 2007). The 'Angelo' Joint Venture Agreement relates to the Western Australia tenement E80/2707, which is legally owned by Malanti Pty Ltd ACN 054 510 226 pending transfer to Pacrim. The 'Grants Creek' Joint Venture Agreement relates to Western Australia tenements Grants Creek P80/1382 to P80/1389 and P80/1575 to P80/1582, which are legally and beneficially held by Pacrim. While the Joint Venture Agreements operate independently of one another, their material terms as listed below, are substantially the same.

• Each Joint Venture Agreement provides that the Company will initially have no interest in the tenement(s) concerned but will be able to earn a 51% Interest by completing expenditure of:
• \$1 million within three years of the commencement date of the Angelo Agreement; and
• \$300,000 within three years of the commencement date of the Grants Creek Agreement .
• When the Company has earned a 51% interest in the subject tenement(s), it may elect to earn a further 19% interest by spending a further
• \$1 million with respect to the Angelo tenement in the following three years; and
• \$500,000 with respect to the Grants Creek tenements in the following three years.
• If the Company does not elect to earn the further 19% interest, then Pacrim must, as from the date when the Company earns its 51% interest, contribute to exploration work and project expenses in proportion to its interest in that tenement (49%). If the Company does elect to earn the 19% interest, then Pacrim must begin to contribute in accordance with its interest (30%) as from the date when the Company earns its total 70% interest.
• Each Agreement provides that while the Company is solely funding the joint venture and earning an interest, the Company must meet all Western Australian Department of Industry and Resources expenditure requirements relating to the tenement(s) concerned and ensure that they are maintained in good standing.
• Under the Angelo Agreement, the Company may withdraw from the Agreement at any time by giving notice, provided that it has spent a minimum of \$300,000 with respect to the tenement within 18 months of the commencement date of that Agreement.

• Under the Grants Creek Agreement, Metminco may withdraw from the Agreement at any time by giving notice, provided that it has spent a minimum of \$100,000 with respect to the tenements within 18 months of the commencement date of that Agreement.

• The Company will be the manager of both joint ventures. Where the Company achieves a 51% interest, a joint venture operating committee comprising of one representative from each party will be established with respect to that joint venture. If the Company earns the additional 19% interest, it will be entitled to appoint another representative to the committee. At committee meetings, each representative (or where there is more than one representative for a party then those representatives together) will be entitled to exercise the number of votes equivalent to the interest of the party by whom they are appointed. All decisions of a committee are to be made by a simple majority vote.

• Where a committee makes a decision to mine a particular area and one party voted against the making of the decision, that party may elect not to contribute to the project account in relation to the program for that area (and the joint venture will terminate in relation to that area).
• Each Joint Venture Agreement contains pre-emptive provisions with respect to a party's interest in the joint venture. However, each party may transfer its interest to a related corporation.
• The Joint Venture Agreements are governed by the laws of Western Australia.

10.2 Bluekebble Agreement

The Company entered into a Declaration of Trust and Agreement to Assign ("Bluekebble Agreement") with Bluekebble Pty Ltd (ACN 116 988 508) ("Bluekebble") on 13 July 2007. The Company entered into the Agreement for the purposes of:

• establishing an arrangement with Bluekebble under which Bluekebble will hold Exploration Licence Applications Northern Territory ELA26112 King River and South Australia ELA2007/00222 West Lake Eyre (together the "ELA's") on trust for the Company during the application process for each ELA; and
• acquiring all the rights, title and interest in any tenements granted if either or both ELA's are successful ("Tenements").

The material terms of the Bluekebble Agreement are as follows:

• Bluekebble will hold the ELA's and the Tenements on trust for the Company and for the benefit of the Company and will only deal with the ELA's and Tenements as directed by the Company from time to time;
• Bluekebble will use its best endeavours to procure an offer to grant in relation to each ELA and, if granted, Bluekebble will use its best endeavours to transfer all right, title and interest in the Tenements to the Company;
• once the transfer of the Tenement is complete, the Company will have full legal right, title and interest to the Tenements;
• the total consideration payable under this Agreement for the arrangement of trust and the transfer of the Tenements from Bluekebble to the Company is AUD\$50,000 and 1,000,000 fully paid ordinary Shares in the issued capital of the Company;

10 Material Contracts

• the consideration is payable in 3 stages:
• on the execution of the Agreement, the Company paid to Bluekebble AUD\$25,000 in consideration for Bluekebble holding the ELAs on trust for the Company. This amount is non refundable in any event;
• on receipt by the Company of an offer to grant in relation to a Tenement, the Company will pay to Bluekebble a further AUD\$12,500 per granted Tenement and will issue to Bluekebble 250,000 fully paid ordinary Shares in the Company per granted Tenement. This amount will be paid for each offer to grant received in relation to each of the two subject Tenements;
• on completion of the transfer of each of the two subject Tenements, the Company will issue to Bluekebble a further 250,000 fully paid ordinary Shares in the Company per granted Tenement.

10.3 Executive Services Agreement

The key terms of the Executive Employment Agreement between the Company and Keith Weston ("Executive") are as follows:

• the Executive is to be employed as Managing Director of Metminco for a period of two years commencing 1 July 2007 (subject to the termination provisions described below). The option of a further year, if taken up, will be upon the same terms as contained in the Executive Employment Agreement, subject to any agreed alterations and a remuneration review;
• the Company may terminate the Executive Employment Agreement by giving the Executive 6 months notice (or equivalent payment of the remuneration package) or without notice in certain circumstances. The Executive may terminate the agreement at any time by giving 6 months notice;

• the Executive will be paid a remuneration package of \$120,000 per annum (exclusive of superannuation) plus a monthly motor vehicle allowance of \$2,000. The Executive's performance will be reviewed annually by the Company, at which time the Company may award him a bonus depending on his performance. The Executive is entitled to additional remuneration of 500,000 Shares in the Company for nominal consideration upon execution of the Executive Employment Agreement. These Shares will be held as restricted securities for a period of 24 months;

• the Executive shall serve as a director of the Company and shall not receive any additional remuneration for acting as Director;

• the Executive will be entitled to annual leave and long service leave in accordance with applicable legislation and will be entitled to 8 days sick leave in the first year and 10 per year thereafter; and
• the Executive will be bound by a 24 month restrictive covenant after termination of employment.

10.4 Company Secretarial Services

The Company has engaged Australian Corporate Secretariat Pty Ltd ABN 54 109 339 979 ("ACS"), of which Bruce Paterson is a Director, to provide company secretarial services to the Company effective from 1 May 2007. ACS has also been engaged to provide project management services relating to the Company's IPO and initial listing on the ASX. The fees charged by ACS for the provision of these services are as follows:

• a monthly fee of \$4,000 + GST in relation to company secretarial services;
• a monthly fee of \$2,000 + GST in relation to project management services; and
• additional services in relation to fundraising, takeovers, joint ventures and similar events are chargeable at hourly rates.

11 Additional Information

11.1 Company Information

The Company was incorporated on 18 May 2006 and converted to a public company on 26 July 2007.

11.2 Exposure Period

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an Exposure Period of 7 days from the date of lodgement with ASIC. The Exposure Period may be extended by ASIC by a further period of up to 7 days.

The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in the Prospectus. If deficiencies are detected, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. During the Exposure Period, the Prospectus may be viewed online at the Company's website (www.metminco.com.au) or a hard copy of the Prospectus will be made available upon request to the Company. Applications received during the Exposure Period will not be processed until after the expiration of the Exposure Period. No preference will be conferred on applications received during the Exposure Period and all such applications will be treated as if they were simultaneously received on the Opening Date.

11.3 Electronic Prospectus

In addition to issuing the Prospectus in printed form, a read-only version of the Prospectus is also available on the Company's website, www.metminco. com.au. There is no facility for online applications. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered electronic version of this Prospectus.

11.4 Forecasts and Cash Flow Projections

Given the speculative nature of exploration and the status of the Company's projects, there are significant uncertainties associated with the future revenue earning potential of the Company and the timing and sustainability of cash flow. On this basis, the Directors believe that reliable forecasts cannot be prepared and accordingly have not included forecasts in this Prospectus.

11.5 Overseas Investors

This Prospectus only constitutes an offer in Australia. Where this Prospectus has been dispatched to, or accessed electronically outside Australia, this Prospectus is provided for information purposes only.

11.6 Privacy Disclosure

Persons who apply for Shares pursuant to this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess applications for Shares, to provide facilities and services to Shareholders and to carry out various administrative functions. Access to the information collected may be provided to the Company's agents and service providers and to the ASX, the ASIC and other regulatory

bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications for Shares may not be able to be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder through contacting the Company or the Share Registry. The Corporations Act requires the Company to include information about Shareholders in its public register of members. Access to the register is allowed to anyone upon payment of a prescribed fee.

11.7 Constitution

The following is a general description of the more significant rights and liabilities attaching to the Shares. This summary is not exhaustive. Full details of provisions relating to rights and liabilities attaching to the Shares are contained in the Constitution, the Corporations Act and the ASX Listing Rules.

Ranking of Shares

At the date of this Prospectus, all Shares are of the same class and rank equally in all respects. Specifically, the Shares issued pursuant to this Prospectus will rank equally with Existing Shares.

Voting Rights

Subject to any special rights or restrictions (at present there are none), at any meeting each person present who is a member of a representative of a member has one vote on a show of hands, and on a poll each member present in person or by proxy, attorney or other duly authorised representative, has one vote for each Share held.

Dividend Rights

Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable to all members in proportion to the Shares held by them. All Existing Shares and Shares to be issued pursuant to this Offer will be fully paid Shares.

Variation of Rights

The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.

Transfer of Shares

Subject to the Constitution, the Corporations Act or any other applicable laws of Australia and the ASX Listing Rules, the Shares are freely transferable. The Directors may refuse to register a transfer of Shares only in limited circumstances, such as where the Company has a lien on those Shares.

General Meetings

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

11.8 Deed of Indemnity, Insurance and Access

The Company entered into Deeds of Indemnity, Insurance and Access ("Deeds") with each of its Directors. Under the Deeds, the Company agrees

11 Additional Information

to indemnify the Directors to the maximum extent permitted by legislation in relation to liabilities incurred by the Directors while acting as Directors of the Company and its subsidiaries. The Company has also agreed to pay insurance premiums to insure the Directors against risks that the Directors are exposed to as Directors of the Company and subsidiaries.

11.9 Interests of Directors

Other than as set out below or elsewhere in this Prospectus, no Director has or has had, within two years before lodgement of this Prospectus with ASIC:

• any interest in the formation or promotion of the Company, or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer, or in the Offer; and
• no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director, either to induce him to become, or to qualify him as a Director, or otherwise, for services rendered by him in connection with the formation or promotion of the Company or the Offer.

Shareholding Qualifications

The Directors are not required to hold any Shares under the Constitution.

Directors' Security Holdings

Set out in the table below are details of the Directors' relevant interests in the Shares and options of the Company as at the date of this Prospectus.

Name	No of Shares
John Fillmore	2,200,000
Bruce Paterson	725,000
Keith Weston	550,000

Directors Remuneration

The Constitution provides that each Director is entitled to such remuneration from the Company as the Directors decide, but the total amount provided to all non-executive Directors must not exceed in aggregate the amount fixed by the Company in a general meeting. The aggregate annual remuneration for all non-executive Directors has been set at an amount of \$300,000.00. The Directors have resolved that as from 15 May 2007 non-executive Director's fees will be \$72,000.00 for the Chairman and \$48,000.00 for non-executive Directors, inclusive of statutory superannuation contributions, payable monthly in arrears. The remuneration of the executive Director, Keith Weston, has been fixed by the Board via a service agreement, details of which are provided in Section 10 of this Prospectus.

Services provided to the Company

Bruce Paterson and John Fillmore both provide services to the Company. Bruce Paterson provides company secretarial services through Australian Corporate Secretariat Pty Ltd (see paragraph 10.4 of this Prospectus). John Fillmore has provided legal services and advice in relation to seed capital and the formation of the Company, for which he was paid a total of \$13,250.00 in fees.

Bruce McFarlane was the founding director of the Company and played a significant role in the development of the Metminco concept and business plan, the seed capital raising and the identification and securing of the West Lake Eyre and King River Uranium prospects, the Sophie Down and Mulgul prospects, as well as the joint ventures at Angelo and Grant's Creek. In consideration for these services, Mr McFarlane's nominees were issued 9 million Shares in the Company, all of which Shares are expected to be escrowed for 24 months.

11.10 Interests of Experts and Advisers

Other than as set out below or elsewhere in the Prospectus, no expert, promoter or any 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, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with has or has had, within two years before lodgement of the Prospectus with ASIC:

• any interest in the formation or promotion of the Company or in any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer or in the Offer; and
• not recorded any amounts or benefits or has not agreed to be paid benefits for services rendered by such persons in connection with the formation or promotion of the Company or the Offer.

Vidoro Pty Ltd has prepared the Independent Geologist's Report which is included as part of this Prospectus. Total fees payable to Vidoro for work done in relation to this Prospectus are approximately \$38,500.00, of which it has already been paid \$11,000.00.

Herbert Geer & Rundle acted as Solicitors to the Issue. Total fees payable to Herbert Geer & Rundle for work done in relation to this Prospectus are approximately \$75,000.00. Herbert Geer & Rundle has performed legal work for the Company, other than in respect of this Prospectus for which it has received fees of approximately \$15,000.00.

AMTS Pty Ltd has provided the Tenement / Native Title Report which is included as part of this Prospectus. Total fees payable to AMTS for work done in relation to this Prospectus are approximately \$10,000.00.

William Buck (Vic) Pty Ltd has prepared the Investigating Accountant's Report which is included as part of this Prospectus. Total fees payable to William Buck (Vic) Pty Ltd for work done in relation to this Prospectus are approximately \$6,600.00.

11.11 Consents

The following written consents have been given in accordance with the Corporations Act with respect to the issue of this Prospectus in both paper and electronic form:

Vidoro Pty Ltd has given, and has not before lodgement of this Prospectus withdrawn, its written consent to be named in this Prospectus as the independent Geologist and to the inclusion of the Independent Geologist's Report in Section 5 of this Prospectus in the form and context in which it is included, together with all references to that report in this Prospectus. Vidoro Pty Ltd has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than its report and any references to it.

Herbert Geer & Rundle has given, and has not before lodgement of this Prospectus withdrawn, its written consent to be named in this Prospectus as Solicitors to the Issue. Herbert Geer & Rundle has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than its report and any references to it.

William Buck (Vic) Pty Ltd has given, and have not before lodgement of this Prospectus withdrawn, their written consent to be named in this Prospectus as Investigating Accountant and to the inclusion of the Investigating Accountant's Report in Section 7 of this Prospectus in the form and context in which it is included, together with all references to them and to that report in this Prospectus. William Buck (Vic) Pty Ltd has not authorised or caused

11 Additional Information

the issue of this Prospectus and take no responsibility for any part of this Prospectus other than their report and any references to it.

William Buck has given, and has not before lodgement of this Prospectus withdrawn, its written consent to be named in this Prospectus as the Auditor in the form and context in which it is named, together with all references to it in this Prospectus. In its capacity as Auditor, William Buck has had no involvement in the preparation of any part of this Prospectus other than being named as Auditor. William Buck has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than the inferences to it.

AMTS Pty Ltd has given, and has not before lodgement of this Prospectus withdrawn, their written consent to be named in this Prospectus as the Tenement / Native Title Reviewers and to the inclusion of the Tenement / Native Title Report in Section 6 of this Prospectus in the form and context in which it is included, together with all references to them and to that report in this Prospectus. AMTS Pty Ltd has not authorised or caused the issue of this Prospectus and take no responsibility for any part of this Prospectus other than their report and any references to it.

Security Transfers Registrars Pty Ltd has given, and has not before lodgement of this Prospectus withdrawn, its written consent to be named in this Prospectus as the Share Registry in the form and context in which it is named, together with all references to it in this Prospectus. Security Transfers Registrars Pty Ltd has had no involvement in the preparation of any part of this Prospectus other than being named as Share Registry. Security Transfers Registrar Pty Ltd has not authorised or caused the issue of this Prospectus and takes no responsibility for any part of this Prospectus other than the references to it.

11.12 Details of Existing Shareholders

The top 20 holders of Shares in the Company prior to this Offer are as follows:

Name	Number of Shares	% Issued Capital
Marathon Crest Pty Ltd	3,000,000	6.59
Ottawa Resources Pty Ltd	3,000,000	6.59
Minico Pty Ltd	2,900,000	6.37
Kelmist Pty Ltd	2,200,000	4.84
Mark W. Bolton	2,100,000	4.62
South Armstrong Pty Ltd	1,750,000	3.85
Nicholas Fammartino	1,750,000	3.85
AZNANOB Pty Ltd	1,700,000	3.74
Notemarl Pty Ltd	1,700,000	3.74
S. Beasley	1,700,000	3.74
Brahman Pastoral Pty Ltd	1,700,000	3.74
One 95 Pty Ltd	1,300,000	2.86
Brujan Investments Pty Ltd	1,000,000	2.20
S. Popovic	1,000,000	2.20
L. Knight	900,000	1.98
Pethol (Vic) Pty Ltd	900,000	1.98
Balrun Investments Pty Ltd	900,000	1.98
M & M Driscoll Nominees Pty Ltd	850,000	1.87
Bigson Pty Ltd	800,000	1.76
Tigerland Investments	750,000	1.65
TOTAL (Top 20 Shareholders)	31,900,000	70.11

11.13 Expenses of the Offer

The expenses of the Offer are expected to comprise the following estimated costs and are exclusive of any GST payable by the Company.

Expenses of the Offer

Total Estimated Expenses	\$ 275,000
Other Expenses	92,400
Professional adviser fees	115,100
Commission	67,500
	Full Subscription (\$)

11.14 Litigation

To the Directors knowledge there is no litigation against the Company or initiated by the Company as at the date of this Prospectus.

11.15 Taxation

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment that applies to them in relation to the Offer, by consulting their own professional tax advisers. Neither the Company nor any of its Directors or officers accepts any liability or responsibility in respect of the taxation consequences of the matters referred to above.

12 Directors' Authorisation

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

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

Signed for and on behalf of Metminco Limited.

John Fillmore Chairman

13 Definitions

Applicants	means an applicant for Shares under this Prospectus
Application Monies	means all money received from Applicants pursuant to this Prospectus being an amount of 20 cents for each Share applied for
Application Form	means the an Application Form attached to, and forming part of this Prospectus
ASIC	means Australian Securities and Investments Commission
ASX	means Australian Stock Exchange Limited ACN 089 068 913
ASX Listing Rules	means the listing rules of the ASX
Board	means the Board of Directors of the Company
CHESS	means the ASX Clearing House Electronic Sub-register System
Closing Date	means the date specified in the Indicative Timetable on the Contents page
Company or Metminco	means Metminco Limited ACN 119 759 349
Constitution	means the constitution of the Company
Corporations Act	means the Corporations Act 2001
Directors	means the directors of the Company
Existing Option	means an option to acquire Shares issued prior to this Offer
Existing Share	means a Share issued prior to this Offer
Exposure Period	means the period of seven (7) days after the date of lodgement of this Prospectus, which period may be extended by ASIC by not more than seven (7) days pursuant to Section 727(3) of the Corporations Act
Issue	means the issue of Shares in accordance with the Offer
Loyalty Option	means the options which are proposed to be offered after listing in accordance with Section 2.14
Maximum Subscription	means the raising of \$1,350,000 pursuant to this Prospectus
Minimum Subscription	means the raising of \$1,000,000 pursuant to this Prospectus
Non-Residents	means persons domiciled outside Australia
Offer	means the offer made under Section 2.1 of this Prospectus
Offer Period	means the period commencing on the Opening Date and ending on the Closing Date
Offer Price	means 20 cents per Share
Official List	means the official list of entities that ASX has admitted and not removed
Opening Date	means the date specified in the Indicative Timetable on the Contents page
Prospectus	means this prospectus dated 13 August 2007
Restricted Securities	means Shares classified by the ASX as being subject to the restriction provisions of the ASX Listing Rules
Share	means an ordinary share in the capital of the Company
Shareholder	means the Company's existing shareholders at the date of this Prospectus
Share Registry	means Security Transfer Registrars Pty Ltd

14 Glossary of Technical Terms

Aeromagnetic Survey Measurement of the Earth's magnetic field from a aircraft for the purpose of recording the magnetic characteristics of the rocks.

Ag The chemical symbol for silver.

Aircore Method of rotary drilling in which cuttings are recovered from the face of the bit through the drill rods by compressed air.

Alluvial Accumulation of sediment (& minerals) due to the action of water.

Amphibolite Metamorphic rock composed mainly of amphibole, a fibrous silicate mineral.

Anomaly Value higher or lower than the usual background level, usually outlining and area of interest.

Anticline A fold in the form of an arch with the older rocks in the core.

Aplite A fine grained igneous rock consisting primarily of quartz and feldspar.

Aqua regia digest A geochemical method for dissolving precious metals from a rock.

Archaean The oldest geological time period, with rocks older than 2500 Ma.

Arenaceous Sediment composed of sand sized particles.

As The chemical symbol for arsenic.

Au The chemical symbol for gold.

AusIMM Australasian Institute of Mining & Metallurgy.

Ba The chemical symbol for barium.

Basalt A generally grey coloured volcanic rock with a silica content of less than 55%.

Batholith A large deep seated igneous rock intrusion uncovered by the effects of erosion.

BLEG Bulk Leach Extractable Gold. A geochemical exploration method that uses very large samples to detect small quantities of gold.

Breccia A rock composed of angular fragments of rocks or minerals in a matrix, that is cementing material, that may be similar or different in composition to the fragments.

Calc-silicate A group of rocks composed of calcium and silica bearing minerals.

Cambrian A period of geologic time from

542-488 million years ago. , characteristic of

Carbonate CO3 limestone CaCO3 .

Chalcopyrite The main copper bearing ore mineral CuFeS2 .

Chert A fine-grained silica-rich sedimentary rock that may contain small fossils.

Coeval Of the same geological age.

Conglomerate A sedimentary rock consisting of large rounded fragments cemented together.

Cr The chemical symbol for chromium.

Craton An old and stable part of the Earth's crust.

Cretaceous A geological time period ranging from 148 Ma to 66 Ma ago.

CSAMT Controlled Source Audio frequency MagnetoTellurics. An electromagnetic geophysical technique.

Cu The chemical symbol for copper.

Dolerite A medium grained basalt.

Dolly, dollied An early mining technique in which ore is ground and washed in a small tub or pot.

Dolomite A sedimentary carbonate rock and a mineral, both composed of calcium magnesium carbonate CaMg(CO3 ) 2 .

Dyke A tabular igneous intrusion that cuts across bedding or other planar structures.

EM An abbreviation for Electro Magnetic, a form of geophysical prospecting.

Euxinic A geological environment characterised by large volumes of stagnant water giving rise to reducing conditions. The sediments formed in these environments are black carbonaceous pyritic mud.

Facies A body of rock with specified characteristics. A metamorphic facies is body of rock that formed under certain high temperature and pressure conditions.

Fault Fracture or fracture zone along which there has been movement.

Felsic Descriptive of a light coloured igneous rock composed mainly of feldspar and quartz.

Ferruginous Containing iron oxides.

Fissure A crack within rock

Gabbro A dark, coarse-grained, intrusive igneous rock chemically equivalent to basalt.

Galena Lead sulphide PbS2 , the most common lead ore mineral.

Geosyncline A largely obsolete term for a subsiding linear trough that was caused by the accumulation of sedimentary rock strata deposited in a basin and subsequently compressed, deformed, and uplifted into a mountain range.

Gossan An intensely oxidised, weathered or decomposed rock, usually the upper and exposed part of an ore deposit or mineral vein.

Graben A depressed block of land bordered by parallel faults.

Granite A common and widely occurring type of intrusive, felsic, igneous rock.

Greenschist Common name for rocks which have undergone metamorphism and contain green coloured minerals such as chlorite and epidote.

Horst An uplifted block of rock bounded by faults.

Hydrothermal Pertaining to heated water, particularly of magmatic origin associated with the formation of mineral deposits.

ICP-MS A type of mass spectrometry that is highly sensitive and capable of the determination of a range of metals and several non-metals at concentrations below one part in 1012.

INPUT-EM A type of Electro Magnetic geophysical prospecting method.

Intracratonic Literally between cratons.

IOCG Abbreviation for Iron Oxide Copper Gold, a type of ore deposit like the Olympic Dam deposit.

IP Induced Polarisation - An electromagnetic method that uses electrodes with time-varying currents and voltages to map the variation of electrical permittivity (dielectric constant) in the Earth at low frequencies.

JORC Joint Ore Reserves Committee.

Landsat A satellite system that collects data about the Earth's surface.

Limonite A iron bearing mineral.

Lineament A linear feature of regional extent that is believed to reflect the Earth's crustal structure.

Ma Abbreviation for million years.

Mafic Descriptive of dark coloured rocks consisting of magnesium and iron silicate minerals.

Magma Molten rock.

Mesoproterozoic A geologic era that occurred between 1600 Ma and 1000 Ma.

Mesozoic A geological time period between 240Ma and 66Ma ago.

Metabasalt Metamorphosed basalt.

Metamorphic The term for rocks that have been transformed by extreme heat and pressure.

Metamorphosed Rock that is changed from its original state by the action of high temperature and /or pressure.

Metasediment Metamorphosed sedimentary rock.

Metavolcanic A metamorphosed volcanic rock.

Milligal Unit of measurement of acceleration due to the Earth's gravity.

Nd isotope Neodymium isotope. A method for determining the characteristic of volcanic igneous activity.

Neoproterozoic An era is the unit of geologic time from 1,000Ma to 542Ma.

Ni The chemical symbol for nickel.

Niobium A rare, soft, grey, ductile metal, used in special steel alloys.

NOAA-AVHRR National Oceanic and Atmospheric Administration - Advanced Very High Resolution Radiometer; a satellite that measures the thermal emission of the earth. The radioactive decay of uranium minerals can show up as 'hot spots' on the Earth's surface.

Palaeo A prefix meaning ancient.

Palaeozoic A geologic era of time ranging from 600Ma to 240Ma ago.

Paleoproterozoic An era of the Proterozoic occurring between 2500 Ma and 1600 Ma.

Pb The chemical symbol for lead.

Pegmatite A coarse grained felsic igneous rock with a grainsize greater than 20mm.

Pelitic Descriptive term for fine grained sediments such as mudstone and siltstone.

PGE Platinum Group Elements. The six platinum group elements are ruthenium, rhodium, palladium, osmium, iridium, and platinum.

Placer An accumulation of alluvial material containing valuable minerals which is formed by deposition of dense mineral phases in a trap site.

Polymetallic A mineral deposit characterised by a number of different economic mineral ores.

ppb Parts per billion.

ppm Parts per million.

Proterozoic A geological eon between 2500 Ma to 542 Ma.

Psammitic A metamorphosed sandstone, arkose or quartzite.

Pyrite Iron sulphide FeS2 The most common iron bearing mineral often associated with ore deposits.

QUESTEM A type of airbourne geophysical collection technique using electro magnetics.

RAB Rotary Air Blast - a shallow drilling technique where the sample it brought to the surface outside the drill rods.

Radiometric Pertaining to the measurement of natural radiation produced by the spontaneous decay of certain atoms.

RC Reverse Circulation. A percussion drilling technique whereby the sample is returned to the surface inside the drill rods by compressed air.

REE Rare Earth Element.

Scheelite A calcium tungstate mineral with the chemical formula CaWO4 . It is an important ore of tungsten.

Schist A metamorphic rock characterised by parallel arrangement of the platy or fibrous minerals contained within it.

Sericite A fine grained white mica.

SHRIMP Sensitive High Resolution Ion Microprobe. A method for dating rocks (Geochronology).

Sill A tabular mass of igneous rock that is intruded laterally between layers of older rock.

SIROTEM A form of Electro Magnetic geophysical prospecting.

Sn The chemical symbol for tin.

Stromatalite A mound-shaped limestone fossil that forms From the repetitious layering of algal mat covered by trapped sediment particles.

Syncline A concave upwards fold in rock shaped like the letter 'U'.

Ta The chemical symbol for tantalum.

Tectonic zone An area of rocks subjected to forces involved in the structural modification of rocks.

Terrigenous A sediment derived from the erosion of land based rocks.

Ti The chemical symbol for titanium

Tholeiite An igneous rock similar to basalt with a different chemical composition.

Tonalite A coarse grained felsic igneous rock similar to granite.

Trachyte A type of igneous volcanic rock.

Trachyandesite A type of igneous volcanic rock consisting of feldspar and mafic minerals.

Turbidite A marine sediment interpreted to have been deposited by a density current.

14 Glossary of Technical Terms

U The chemical symbol for uranium.

U308 A common compound of uranium and oxygen.

Ultramafic Rocks with less than 35% silica, which are usually dark coloured and dense composed calcium feldspars and ferro-magnesium silicate minerals.

Unconformity A buried erosion surface separating two rock masses or strata of different ages, indicating that sediment deposition was not continuous.

V The chemical symbol for vanadium.

VMS Volcanogenic Massive Sulphide - a form of base metal ore deposit derived from a volcanic source.

Volcaniclastic A type of sedimentary rock derived from volcanic rocks.

W The chemical symbol for tungsten

Zn The chemical symbol for zinc.

Application Form METMINCO LIMITED ACN 119 759 349

Registrars Use Only
	Broker or Dealer's Stamp

You should read the Prospectus carefully before completing the Application Form.

To meet the requirements of the Corporations Act, this Application Form must be included in or accompany the Prospectus

Fill out this Application Form if you want to apply for Shares in Metminco Limited

Follow instructions overleaf to complete this Application Form

Print clearly in capital letters using black or blue ink

A.	I / We apply for		Shares in Metminco Limited at \$0.20 (20 cents) per Share or such lesser number of Shares which may be allotted to me /us by the Directors
B.		I/We lodge Application Monies in full of \$A
		C. Single /Joint Applicant No 1 – refer overleaf for contact forms or registerable title(s)
	Title	Given Names		Surname
		Joint Applicant No 2 – or Account Designation
	Title	Given Names		Surname
		Joint Applicant No 3 – or Account Designation
	Title	Given Names		Surname
		D. Enter your postal address – include unit number, number in street or post box or other mail box details (if applicable)
	Street Name
	Suburb/City				State	Post Code
	E. Contact Name				Home Telephone Number
	Email Address				Work Telephone Number
F.		Enter your Tax File Number or exemption category
	Applicant No 1		Applicant No 2		Applicant No 3
	G. CHESS HIN (if applicable)
		H. Lodge your Application Form as soon as possible. Pin your cheque to the form. Cheques should be crossed "Not Negotiable" and made payable to Metminco Limited Share Offer Account. Please complete the following details;
	Drawer		Bank	BSB		Amount of Cheque

By lodging this Application Form, I/We declare that this Application is completed and lodged according to the Prospectus and the declarations/statements on the reverse of this Application Form and declare that all details and statements made by me/us including the declarations on the reverse of this form are complete and accurate. I/We consent to becoming a member of Metminco and agree to be bound by the Consititution of Metminco Limited. I/We agree to the issue to me/us of any number of ordinary Shares equal to or less than the number of ordinary Shares indicated in Section A above which may be issued to me/us pursuant to the Prospectus. I/We have received personally a copy of the Prospectus, or a print out of the electronic Prospectus, accompanied by or attached to the Application Form before applying for Shares.

HOW TO COMPLETE THE APPLICATION FORM

Please complete all relevant sections of the Application Form using BLOCK LETTERS

• A. Enter the NUMBER OF SHARES you wish to apply for. Applications must be for a minimum of 10,000 Shares. and thereafter in multiples of 2,500 Shares.
• B. Enter the TOTAL AMOUNT of Application Monies payable. To calculate this amount multiply the number of Shares applied for by A\$0.20 (20 cents).
• C. Enter the FULL NAME(S) and TITLE(S) of all legal entities that are to be recorded in the registered holder(s). Refer to the Name Standards below for guidance on valid registration.
• D. Enter the POSTAL ADDRESS for all communications from Metminco Limited. Only one address can be recorded.
• E. Enter telephone numbers and a contact person the Share Registrar or Company Secretary can speak with if they have any queries regarding this Application.
• F. Enter the TAX FILE NUMBER(S) (TFN) of the Applicants. Where applicable, please enter the TFN for each joint Applicant. Collection of TFNs is authorised by taxation laws which together with the Privacy Act strictly regulate its use and disclosure. However, it is not compulsory to provide your TFN.
• G. If you are sponsored in CHESS by a stockbroker or other participant you may enter you CHESS HIN if you would like the allocation to be directed to your HIN.
• H. Payment must be made in Australian currency and cheques must be drawn on an Australian bank.

Cheques or bank drafts must be payable to METMINCO LIMITED SHARE OFFER ACCOUNT and crossed Not Negotiable.

Cheques not properly drawn may be rejected.

Cheques will generally be deposited on the day of receipt.

Forward your completed Application Form together with the Application Money to:

Metminco Limited Level 2, 224 Queen Street, Melbourne Vic 3000

Important Notice if you obtained an electronic copy of the Prospectus

The Corporations Act prohibits any person from passing on to another person the Application Form which was attached to the electronic copy of the Prospectus unless the Application Form is attached to a complete and unaltered copy of the electronic Prospectus.

Metminco Limited will send you, at no charge, a paper copy of the electronic Prospectus if you ask for one during the Offer Period described in the Prospectus.

If you apply for Shares on the basis of the Application Form attached to the electronic Prospectus, you are deemed to declare to Metminco Limited that you received personally the electronic Prospectus, or a print out of it, attached to the Application Form before applying for Shares.

Name Standards

Note that only legal entities are allowed to hold Shares. Applications must be in the name of a natural person or natural persons, company or other legal entity acceptable to Metminco Limited. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registerable name may be included by way of an account designation if completed exactly as described in the example of correct forms of registerable title below:

TYPE OF INVESTOR	CORRECT FORM	EXAMPLES OF INCORRECT FORM
TRUSTS (Do not use the name of trust, use trustee(s) personal names)	Bill Smith	Bill Smith Family Trust
PARTNERSHIPS (Do not use the name of partnership, use partner's personal names)	George White and Mary Jones	George White & Co
SUPERANNUATION FUNDS (Do not use name of fund, use name of trustee of fund)	Peter Black Pty Ltd	Peter Black Pty Ltd Superannuation Fund

Application Form METMINCO LIMITED ACN 119 759 349

Registrars Use Only
Broker or Dealer's Stamp

	ACN 119 759 349					Broker or Dealer's Stamp
		You should read the Prospectus carefully before completing the Application Form.
	the Prospectus	To meet the requirements of the Corporations Act, this Application Form must be included in or accompany
		Fill out this Application Form if you want to apply for Shares in Metminco Limited
		Follow instructions overleaf to complete this Application Form
		Print clearly in capital letters using black or blue ink
A.	I / We apply for			Shares which may be allotted to me /us by the Directors	Shares in Metminco Limited at \$0.20 (20 cents) per Share or such lesser number of
B.		I/We lodge Application Monies in full of \$A
		C. Single /Joint Applicant No 1 – refer overleaf for contact forms or registerable title(s)
	Title	Given Names		Surname
		Joint Applicant No 2 – or Account Designation
	Title	Given Names		Surname
		Joint Applicant No 3 – or Account Designation
	Title	Given Names		Surname
	Street Name	D. Enter your postal address – include unit number, number in street or post box or other mail box details (if applicable)
	Suburb/City				State		Post Code
	E. Contact Name				Home Telephone Number
	Email Address				Work Telephone Number
F.		Enter your Tax File Number or exemption category
	Applicant No 1		Applicant No 2		Applicant No 3
	G. CHESS HIN (if applicable)
		H. Lodge your Application Form as soon as possible. Pin your cheque to the form. Cheques should be crossed "Not Negotiable" and made payable to Metminco Limited Share Offer Account. Please complete the following details;
	Drawer		Bank	BSB		Amount of Cheque

By lodging this Application Form, I/We declare that this Application is completed and lodged according to the Prospectus and the declarations/statements on the reverse of this Application Form and declare that all details and statements made by me/us including the declarations on the reverse of this form are complete and accurate. I/We consent to becoming a member of Metminco and agree to be bound by the Consititution of Metminco Limited. I/We agree to the issue to me/us of any number of ordinary Shares equal to or less than the number of ordinary Shares indicated in Section A above which may be issued to me/us pursuant to the Prospectus. I/We have received personally a copy of the Prospectus, or a print out of the electronic Prospectus, accompanied by or attached to the Application Form before applying for Shares.

HOW TO COMPLETE THE APPLICATION FORM

Please complete all relevant sections of the Application Form using BLOCK LETTERS

• A. Enter the NUMBER OF SHARES you wish to apply for. Applications must be for a minimum of 10,000 Shares. and thereafter in multiples of 2,500 Shares.
• B. Enter the TOTAL AMOUNT of Application Monies payable. To calculate this amount multiply the number of Shares applied for by A\$0.20 (20 cents).
• C. Enter the FULL NAME(S) and TITLE(S) of all legal entities that are to be recorded in the registered holder(s). Refer to the Name Standards below for guidance on valid registration.
• D. Enter the POSTAL ADDRESS for all communications from Metminco Limited. Only one address can be recorded.
• E. Enter telephone numbers and a contact person the Share Registrar or Company Secretary can speak with if they have any queries regarding this Application.
• F. Enter the TAX FILE NUMBER(S) (TFN) of the Applicants. Where applicable, please enter the TFN for each joint Applicant. Collection of TFNs is authorised by taxation laws which together with the Privacy Act strictly regulate its use and disclosure. However, it is not compulsory to provide your TFN.
• G. If you are sponsored in CHESS by a stockbroker or other participant you may enter you CHESS HIN if you would like the allocation to be directed to your HIN.
• H. Payment must be made in Australian currency and cheques must be drawn on an Australian bank.

Cheques or bank drafts must be payable to METMINCO LIMITED SHARE OFFER ACCOUNT and crossed Not Negotiable.

Cheques not properly drawn may be rejected.

Cheques will generally be deposited on the day of receipt.

Forward your completed Application Form together with the Application Money to:

Metminco Limited Level 2, 224 Queen Street, Melbourne Vic 3000

Important Notice if you obtained an electronic copy of the Prospectus

The Corporations Act prohibits any person from passing on to another person the Application Form which was attached to the electronic copy of the Prospectus unless the Application Form is attached to a complete and unaltered copy of the electronic Prospectus.

Metminco Limited will send you, at no charge, a paper copy of the electronic Prospectus if you ask for one during the Offer Period described in the Prospectus.

If you apply for Shares on the basis of the Application Form attached to the electronic Prospectus, you are deemed to declare to Metminco Limited that you received personally the electronic Prospectus, or a print out of it, attached to the Application Form before applying for Shares.

Name Standards

Note that only legal entities are allowed to hold Shares. Applications must be in the name of a natural person or natural persons, company or other legal entity acceptable to Metminco Limited. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registerable name may be included by way of an account designation if completed exactly as described in the example of correct forms of registerable title below:

TYPE OF INVESTOR	CORRECT FORM	EXAMPLES OF INCORRECT FORM
TRUSTS (Do not use the name of trust, use trustee(s) personal names)	Bill Smith	Bill Smith Family Trust
PARTNERSHIPS (Do not use the name of partnership, use partner's personal names)	George White and Mary Jones	George White & Co
SUPERANNUATION FUNDS (Do not use name of fund, use name of trustee of fund)	Peter Black Pty Ltd	Peter Black Pty Ltd Superannuation Fund

Application Form METMINCO LIMITED ACN 119 759 349

Registrars Use Only
Broker or Dealer's Stamp

	ACN 119 759 349						Broker or Dealer's Stamp
		You should read the Prospectus carefully before completing the Application Form.
	the Prospectus	To meet the requirements of the Corporations Act, this Application Form must be included in or accompany
		Fill out this Application Form if you want to apply for Shares in Metminco Limited
		Follow instructions overleaf to complete this Application Form
		Print clearly in capital letters using black or blue ink
A.	I / We apply for			Shares in Metminco Limited at \$0.20 (20 cents) per Share or such lesser number of Shares which may be allotted to me /us by the Directors
B.		I/We lodge Application Monies in full of \$A
	C. Single /Joint Applicant No 1 – refer overleaf for contact forms or registerable title(s)
	Title	Given Names		Surname
		Joint Applicant No 2 – or Account Designation
	Title	Given Names		Surname
		Joint Applicant No 3 – or Account Designation
	Title	Given Names		Surname
	Street Name	D. Enter your postal address – include unit number, number in street or post box or other mail box details (if applicable)
	Suburb/City				State		Post Code
	E. Contact Name				Home Telephone Number
	Email Address				Work Telephone Number
F.	Enter your Tax File Number or exemption category
	Applicant No 1		Applicant No 2		Applicant No 3
	G. CHESS HIN (if applicable)
		H. Lodge your Application Form as soon as possible. Pin your cheque to the form. Cheques should be crossed "Not Negotiable" and made payable to Metminco Limited Share Offer Account. Please complete the following details;
	Drawer		Bank	BSB		Amount of Cheque

By lodging this Application Form, I/We declare that this Application is completed and lodged according to the Prospectus and the declarations/statements on the reverse of this Application Form and declare that all details and statements made by me/us including the declarations on the reverse of this form are complete and accurate. I/We consent to becoming a member of Metminco and agree to be bound by the Consititution of Metminco Limited. I/We agree to the issue to me/us of any number of ordinary Shares equal to or less than the number of ordinary Shares indicated in Section A above which may be issued to me/us pursuant to the Prospectus. I/We have received personally a copy of the Prospectus, or a print out of the electronic Prospectus, accompanied by or attached to the Application Form before applying for Shares.

HOW TO COMPLETE THE APPLICATION FORM

Please complete all relevant sections of the Application Form using BLOCK LETTERS

• A. Enter the NUMBER OF SHARES you wish to apply for. Applications must be for a minimum of 10,000 Shares. and thereafter in multiples of 2,500 Shares.
• B. Enter the TOTAL AMOUNT of Application Monies payable. To calculate this amount multiply the number of Shares applied for by A\$0.20 (20 cents).
• C. Enter the FULL NAME(S) and TITLE(S) of all legal entities that are to be recorded in the registered holder(s). Refer to the Name Standards below for guidance on valid registration.
• D. Enter the POSTAL ADDRESS for all communications from Metminco Limited. Only one address can be recorded.
• E. Enter telephone numbers and a contact person the Share Registrar or Company Secretary can speak with if they have any queries regarding this Application.
• F. Enter the TAX FILE NUMBER(S) (TFN) of the Applicants. Where applicable, please enter the TFN for each joint Applicant. Collection of TFNs is authorised by taxation laws which together with the Privacy Act strictly regulate its use and disclosure. However, it is not compulsory to provide your TFN.
• G. If you are sponsored in CHESS by a stockbroker or other participant you may enter you CHESS HIN if you would like the allocation to be directed to your HIN.
• H. Payment must be made in Australian currency and cheques must be drawn on an Australian bank.

Cheques or bank drafts must be payable to METMINCO LIMITED SHARE OFFER ACCOUNT and crossed Not Negotiable.

Cheques not properly drawn may be rejected.

Cheques will generally be deposited on the day of receipt.

Forward your completed Application Form together with the Application Money to:

Metminco Limited Level 2, 224 Queen Street, Melbourne Vic 3000

Important Notice if you obtained an electronic copy of the Prospectus

The Corporations Act prohibits any person from passing on to another person the Application Form which was attached to the electronic copy of the Prospectus unless the Application Form is attached to a complete and unaltered copy of the electronic Prospectus.

Metminco Limited will send you, at no charge, a paper copy of the electronic Prospectus if you ask for one during the Offer Period described in the Prospectus.

If you apply for Shares on the basis of the Application Form attached to the electronic Prospectus, you are deemed to declare to Metminco Limited that you received personally the electronic Prospectus, or a print out of it, attached to the Application Form before applying for Shares.

Name Standards

Note that only legal entities are allowed to hold Shares. Applications must be in the name of a natural person or natural persons, company or other legal entity acceptable to Metminco Limited. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registerable name may be included by way of an account designation if completed exactly as described in the example of correct forms of registerable title below:

TYPE OF INVESTOR	CORRECT FORM	EXAMPLES OF INCORRECT FORM
TRUSTS (Do not use the name of trust, use trustee(s) personal names)	Bill Smith	Bill Smith Family Trust
PARTNERSHIPS (Do not use the name of partnership, use partner's personal names)	George White and Mary Jones	George White & Co
SUPERANNUATION FUNDS (Do not use name of fund, use name of trustee of fund)	Peter Black Pty Ltd	Peter Black Pty Ltd Superannuation Fund