MARKET RELEASE

5 November 2003

Traka Resources Limited

Traka Resources Limited has applied for admission to the official list of Australian Stock Exchange Limited and for quotation of its securities. It has been given a provisional ASX code. Provision of an ASX code and publication of the following information does not mean that the entity will be admitted or that its securities will be quoted.

Pam Ross Manager Company Announcements Office

PROSPECTUS

TRAKA Resources Limited

ACN 103 323 173

FOR THE ISSUE OF 20,000,000 ORDINARY SHARES AT 20 CENTS EACH TO RAISE \$4,000,000

Lead Manager and Underwriter Bell Potter Securities Limited ABN 25-006 390 772

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its contents or are in doubt as to the course you should follow, you should consult your professional adviser.

TRAKA Resources LIMSTED

ACN 103 323 173

CORPORATE DIRECTORY

DIRECTORS

Neil Tomkinson Non Executive Choirman

Patrick Verbeek Munuging Director

George Petersons Non Executive Director

Joshua Pitt Non Executive Director

SECRETARY

Desmond Kelly

REGISTERED OFFICE

Level 1, 43 Ventnor Avenue WEST PERTH WA 6005 Telephone: (08) 9322 1655 Facsimile: (08) 9322 9144

Website: www.trakaresources.com.ou Email: [email protected]

SOLICITORS

Blakiston & Crabb 1202 Hay Street VIEST PERTH WA 6005

INDEPENDENT ACCOUNTANTS

Horwath (WA) Pty Ltd 128 Hay Street SUBIACO WA 6008 Telephone: (08) 9380 8400

INDEPENDENT CONSULTING GEOLOGIST

RSG Global Pty Ltd 1162 Hay Street WEST PERTH WA 6005

LEAD MANAGER AND UNDERWRITER

Bell Potter Securities Limited Level 37, Exchange Plaza 2 The Esplanade PERTH WA 6000

SHARE REGISTRY

Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace PERTH WA 6000

Telephone: (08) 9323 2000 Facsimile: (08) 9323 2033

AUDITORS

Howarth Perth 128 Fay Street SUBJACC VA 6008

INVESTMENT HIGHLIGHTS

Traka Resources Ltd is a new exploration company headed by a team of experienced professionals with a proven track record in mineral discoveries.

Traka will utilise more effective geological techniques in its search for massive sulphide and laterite nickel ore bodies.

The Company has the right to acquire interests of 100% and 60% in two nickel projects located in Western Australia with the principal focus of activity directed towards the identification and mining of nickel deposits.

Traka has a select portfolio of granted tenements, which include:

greenfields exploration projects in known mineral provinces; and
advanced partly drilled exploration projects containing identified nickel sulphide resources.

The Ravensthorpe Nickel Project

Situated in the Ravensthorpe Greenstone Belt.
Traka has an option to acquire 100% of the dominant tenement holding in the grea from Red5 Limited ("Red5").
Traka will have tenements that are granted and contiguous with over 60 strike kilometres of highly prospective mafic/ultramafics.
These tenements surround the RAV 8 nickel mine which is owned and operated by Tectonic Resources NL and also host the same geology that hosts BHP-Billiton's nearby lateritic nickel ore body presently undergoing final bankable feasibility studies.
Numerous nickeliferous gossans have been identified on these tenements.
Identified resources to date of:
673,000 tonnes averaging 1% nickel; and
835,000 tonnes averaging 0.7% nickel
- (both resources at 0.5% cut off).
Recent geological, geophysical work has identified new targets and also extended existing ones.
A nickel sulphide flotation circuit is situated at Tectonic's RAV 8 mine, which, subject to Tectonic's agreement, may be available for use by the Company in the future.

The Ravensthorpe Gold Project

A historical gold mining centre (The Western Group) contained within one of the granted exploration licenses to be acquired from Red5.
It is interpreted as being part of a larger mineralised system with numerous untested drill targets.

The Ravensthorpe region has excellent infrastructure to facilitate cost effective exploration and mining.

The Capricorn JV

Traka has entered into the Capricorn JV Agreement under which Traka will have the right to earn 60% equity in granted tenure.
Situated in a lightly explored Archaean Greenstone belt known as the Sylvania Dome in the East Pilbara.
Recent geological, geochemical and geophysical surveys have defined a number of nickel sulphide targets that will require immediate drilling.
The Capricorn JV tenure contains a 5 kilometre long layered gabbroic complex anomalous in nickel, copper and platinoids and will be Traka's initial target zone.
The Capricorn JV represents an exciting new exploration play with potential for discovery of a new nickel province.

CAPITAL STRUCTURE

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

Shares
11,700,000	Current Issued Shares	560,410
20,000,000	Shores to be issued pursuant to Offer	4,000,000
31,700,000		4,560,410

Less costs of the Issue of \$410,000 4,150,410

Options
2,000,000	Executive Options
2,000,000

Note:

Under the terms of the Red5 Option Agreement, the Company may 1. choose to exercise the Red5 Option by either payment of \$350,000 or payment of \$200,000 in cash plus ordinary shares to the value of \$200,000. The number of ordinary shares to be issued upon exercise will be determined by dividing the sum of \$200,000 by the value of the shares, which will be calculated using the weighted average of the trading price of Traka shares on ASX in the 30 days prior to making the election to exercise by a combination of cash and shares.
The rights attaching to the Shares and Options are described in Sections $2.$ 8.5 and 8.6 respectively.

IMPORTANT NOTICE

This Prospectus is dated 14 October 2003 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC takes no responsibility for the contents of this Prospectus. No securities will be allotted or issued on the basis of this Prospectus later than the expiry date of this Prospectus being the date which is 13 months after the date of this Prospectus. Securities allotted or issued pursuant to this Prospectus will be allotted or issued on the terms and conditions set out in this Prospectus.

Before deciding to invest in the Company, potential investors should read the entire Prospectus and, in particular, in considering the prospects for the Company, investors should consider the risk factors that could affect the financial performance of the Company. Investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues). Traka is an exploration company and the risks are therefore significant. The Shares offered by this Prospectus should be considered speculative. Refer to Section 7 of this Prospectus for details relating to risk factors. Investors should seek professional advice from an accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

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

This Prespectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus. should seek advice on and observe any such restrictions. Any failure to comply whileven restrictions may constitute a videotion of confealtle securities facts.

No action has been taken to register or qualify the Shares or the Offer, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia.

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

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an exposure period of 7 days from the date of lodgment with the ASIC. This period may be extended by the ASIC for a further period of up to 7 days. The purpose of this exposure period is to enable this Prospectus to be examined by market participants prior to the raising of funds, which examination may result in the identification of deficiencies in this Prospectus. If this Prospectus is found to be deficient, Applications received during the exposure period will be dealt with in accordance with section 724 of the Corporations Act. Applications received prior to the expiration of the exposure period will not be processed until ofter the exposure period. No preference will be conferred on Applications received in the exposure period and all Applications received during the exposure period will be neared as if they were simultaneously received on the date on which Abelications open.

Section 1	Overview of Traka	4
Section 2	Details of the Offer	9
Section 3	Directors and Management	$\mathbf{1}$
Section 4	Independent Geologist's Report	12
Section 5	Investigating Accountant's Report	60
Section 6	Solicitor's Report on Tenements	71
Section 7	Risk Factors	90
Section 8	Additional Information	92
Section 9	Defined Terms	106

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overview of TRAKA

1.1 Background

Traka is an Australian company which has acquired an option to purchase an advanced nickel sulphide project at Ravensthorpe, Western Australia and a small high grade gold project in the same area and has entered into an agreement relating to a farmin and joint venture on the Capricorn Project in the Pilbara region of Western Australia.

Incorporated in 8 January 2003, Traka aims to advance these projects by further exploration and build the Company into a successful nickel/gold exploration and mining company.

Since incorporation Traka has raised \$560,410 in seed capital, which has been used to conduct geological and geophysical work on the Ravensthorpe Project over the last 6 months and to totally review all past exploration data. In addition funds have been utilised in preparing this Prospectus.

In the short term, Traka intends to focus on exploring the numerous target prospects defined and identified by previously conducted exploration work.

1.2 Corporate Objectives

The Company's principal objective is to become a successful exploration and mining company characterised by and committed to:

applying the company funds in an efficient manner and providing above average and sustainable returns through both capital appreciation and the payment of dividends when in a position to do so;
applying high standards of professional excellence and being a leader in its chosen field of operations;
adopting high standards of occupational health and safety, environmental monagement and ethics; and
fostering and mainteining a culture of ownership, care and professional excellence from the Company employees

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1.3 Corporate Strategies

In order to achieve the objectives outlined above, the Company has developed the following strategies:

Short term. Exploration programs will commence immediately upon listing on all of the projects. Drill targets on the advanced prospects within each project will be systematically tested and followed up. Areas of exploration prospectivity will be subject to programs of geological, geochemical and geophysical work to define new drill targets. Any opportunities to apply the priority knowledge gained from drilling and exploration programs will be used to seek opportunities for consolidation and growth of the Company's interests in the existing project areas.
Medium term. Any prospects which have returned economic levels of mineralisation will be drilled to a level where mineral resources can be calculated. Having established a resource base the Company may then be in a position to advance plans for commencement of mining operations.

Traka will also commence the search for new opportunities for the Company. This will be attempted along two separate paths. Firstly, by identification and pegging of new areas of prospectivity and secondly, through joint venture or purchase of other projects. Interests acquired through the second path will be confined to base metals and gold.

Long Term. Subject to successful exploration, long term growth is likely to be accomplished through a number of separate means. Firstly, through the development of and generation of cash flow from mining operations. Secondly through the enhancement and added value of an expanded exploration portfolio and thirdly by the establishment and entering into of strategic joint venture alliances. Joint ventures will allow Traka to both spread risk as well as increase exposure to an expanded exploration portio¹o.

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1.4 Purpose of the Offer

The purpose of the Offer is to raise \$4,000,000 to:

provide funds for the exercise of the Red5 Option and for exploration programs;
provide funds for the administration of the Company; $\bullet$
meet the expenses of the Offer of approximately \$410,000;
enable Traka to comply with the admission requirements for companies seeking official avotation on ASX: and
facilitate future access to capital markets that may not otherwise be $\bullet$ available to an unlisted entity.

1.5 Expenditure Plans

The funds raised from the Offer, together with cash on hand of \$360,000, will be broadly applied over the two years from listing as follows:

Area/Activity	Amount (\$)
Exercise of Red5 Option	350,000
Ravensthorpe Nickel Project	1,870,000
Capricorn Project	250,000
Ravensthorpe Gold Project	350,000
Administration of Company for year 1	283,000
Administration of Company for year 2	277,000
Underwriting and Listing Costs	410,000
Unallocated Working Capital	570,000
TOTAL	4,360,000

Under the terms of the Red5 Option Agreement, the Company may choose to exercise the Red5 Option by either payment of \$350,000 or payment of \$200,000 in cash plus ordinary shares to the value of \$200,000. If Traka make the latter election, the amount allocated for exercise of the Red5 Option in the table above will reduce to \$200,000 and the remaining \$150,000 will form part of working capital. In the event that the Offer is successful, Traka will exercise the Red 5 Option prior to its expiry on 22 December 2003.

1.6 Working Capital

On completion of the Issue, the Directors believe that the Company will have sufficient working capital to carry out its stated objectives.

1.7 Traka's Projects

Introduction

Traka has three projects within its portfolio which the Directors' believe provide a very sound basis by which to advance the Company's aims through its formative years. The Company has a strong nickel sulphide exploration bias and the key Ravensthorpe Nickel Project gives Traka a dominant presence in a whole district with scope to maintain a presence and build up the value of the portfolio. The possibility of establishing mining operations is considered to be as good here as some of the other better known nickel areas in Western Australia.

The Capricorn Project is an area only recently recognised as having the potential to host nickel sulphide deposits associated with copper, platinum and palladium as well as platinum palladium deposits associated with magnetite and/or chromite layers. These target styles are related to a layered gabbroic complex. Traka has identified a number of targets for drilling at the first opportunity. Results from this work will largely determine the ongoing nature of future exploration programs.

Traka's entry into nickel exploration is coming at a time when the Directors believe a strong price and demand for the metal will continue over the next few years. This augers well for the Company and provides a window of opportunity to firm up a mineral resource base and, should exploration prove successful, establish cash flow from mining operations in this period of good metal prices. An aggressive exploration program is planned immediately upon listing to start the Company along this defined strategy.

The third project in Traka's portfolio is the Ravensthorpe Gold Project located adjacent to the Ravensthorpe Nickel Project. This gold project covers the historic Western Group of old gold mines worked as small high grade underground mines at the turn of the century and in the 1930's. These mines were part of numerous mining operations in this richly endowed mining district that supported the development of the Ravensthorpe town itself. Traka intends to investigate an opportunity to delineate extensions of the high grade gold mineralisation at depth.

Traka's three projects are described in the Independent Geologist's Report within Section 4 of this Prospectus. A non-technical description of these projects is provided below.

The Ravensthorpe Nickel Project

This project, comprising numerous contiguous mining tenements, is located near the township of Ravensthorpe half way between Albany and Esperance and about 40 kms from the south coast of Western Australia. The area lies on the marains of the Western Australian wheat belt.

The Rovensthorne Nickel Proiect covers most of the around recoanised as being prospective for nickel sulphide mineralisation in the district. Traka holds an option to purchase this project which will give it a dominant position and provide excellent scope for a focused long-term presence. The project tenements extend over 60 kms securing much of the geological feature known as the Ravensthorpe Greenstone Belt. Of all the Western Australian greenstone belts known to contain nickel sulphide resources, this belt is one of the least explored. Numerous nickel targets have been identified by Traka, some by revision of old exploration data and some defined by extensive work carried out by Traka during 2003. These targets range from being advanced prospects associated with mineral resources to exploration targets along prospective horizons.

Many of the tenements the subject of the Ravensthorpe Nickel Project are over private land and to that extent, excluded from those tenements are the areas that are less than 30 metres below the surface. In respect of those areas which the Company considers prospective, access agreements have been entered into with the private land holders to allow access to the currently excluded 30 metre area. These access agreements have been lodged with the Department of Industry and Resources for registration but as at the date of this Prospectus have not yet been registered. The extent of the private land affecting the tenements and the access agreements relating to them have been addressed in more detail in the Solicitor's Report on Tenements included in Section 6. The Company expects that these access agreements will be registered in the near future. A substantial part of the work planned for the Ravensthorpe Nickel Project will therefore not be carried out unless and until the Company secures the surface rights to those areas by way of registration of the access agreements.

The majority of the advanced targets occur in the southern portion of the Ravensthorpe Nickel Project called the Jerdocuttup Area. This area extends over 12 kms, the eastern end of which hosts Tectonic Resources NL's operating underground nickel mine called RAV 8. The RAV 8 mine becaus on the single

small mining tenement which is excluded from Traka's interests in the grea. Traka's exploration targets start within a kilometre of this mine where they are situated along the same geological horizon.

The Jerdacuttup Area

On the targets called RAV 1 and RAV 4. small uneconomic mineral resources have already been established by wide spaced drilling. These resources have not been drill tested below 100 metres and are open at depth and along strike. The dimensions of the targeted style of nickel sulphide orebodies being sought are quite often less than 80 metres in strike length. They typically have very irregular shape. Drilling and down hole geophysics will be used to seek higher grade nickel sulphides within the previously drilled envelope of the resources and in extensions at depth.

There are also 11 surface electro-magnetic (EM) geophysical targets highlighted that merit immediate follow-up exploration work. These EM targets indicate the presence of sulphides at relatively shallow depths. On most of these targets nickel mineralisation has already been confirmed by drilling but follow up exploration work is required to establish the tenor of this mineralisation.

There are a number of down-hole geophysical targets that indicate the possible presence of massive sulphides off hole in the near vicinity of drill hole sections on the favoured geological horizon. At several locations these geophysical targets are already known to be associated with nickel mineralisation suggesting nickel bearing massive sulphides may be proximal to the hole.

There are also numerous gossans, geological and geochemical targets that require evaluation. These targets are a further very positive indication of the high prospectivity of the area as a whole.

The B1- Embayment area

This area occupies the central portion of the Ravensthorpe Nickel Project and covers approximately 20 kms length of prospective ground. Because of the complexity of the geology in the region as a whole, the relative lack of exploration and the poor rock exposure it is uncertain as to how exactly the favoured geological horizons at the B1- Embayment Area relate to the favourable horizons of the Jerdacuttup Area. However, several prospective horizons are recognised as having targets on them. A summary description of some of these targets follows:

The B? forget is an area with several geophysical and geochemical forgets on separate parallel horizons that appear to extend for at least a 2 km distance. Some of the geochemical and deophysical targets are

coincident, and are associated with mineralised aossans on surface. The geophysical targets also indicate the presence of sulphides at depth in several areas. The only drilling previously carried out was in 1972 and tested only one small section of one target. Encouraging results were returned indicating that nickel mineralisation extends from surface to at least 200 metres depth. Each of these specific targets are planned to be drill tested by Traka and any significant indications of the presence of nickel sulphides would lead to an accelerated exploration program over the strike length of the mineralisation.

Another geological horizon strikes over about 15 kms to the west of the B1 main horizon where old scout drilling programs completed in the 1970's returned anomalous nickel intersections. These targets have never been followed up. This horizon, being at the base of the stratigraphic sequence which is considered to be a particularly favourable position, has been given high ranking. Traka intends to recommence exploration on this horizon and will start by reassessing the known prospects.

The Mt Short Area

This area encompasses the northern portion of the Ravensthorpe Nickel Project and extends over about 30 kms. It covers the northern extensions of several prospective geological horizons extending from the $B1$ - Embayment Area through to where the greenstone belt pinches into a narrow corridor. A large portion of the Mt Short area is completely blanketed by soil and regolith cover. The first comprehensive exploration programs in the area were undertaken in the 1960's and 1970's. Over 40 separate geochemical and geological targets were highlighted by this work many of which have never been effectively followed up. More recently other companies have tried airborne geophysical techniques to search through the regolith blanket. These techniques have also highlighted targets but once again these have only been partly followed up.

Traka's recent re-assessment of the area indicates that despite the lack of persistence by past explorers, the Mt Short area has excellent merit. Favoured host rocks for nickel mineralisation have been located and many of the old targets are now seen to coincide with several different horizons. Nickel mineralisation has been intersected in drill holes on a few of these targets and a stronaly mineralised aossan has been located at the Mt Short Prospect. Geophysical anomalies are also present at the Mt Short Prospect and remain to be drill tested. In many respects the observed pattern of anomalism at Mt Short is similar to that recorded in the Jerdacuttup area but less follow up work has been carried out.

Traka's planned approach at Mt Short will be to apply a combination of new geochemical techniques and geological surveys to provide initial focus along the favoured horizons. It will be given second order priority as the Company orientates early exploration to it's targets, closer to the RAV 8 mine.

The Capricorn Joint Venture

The Capricorn Project is located about 38 kms east of the township of Newman in the Pilbara region of Western Australia. This project covers a layered gabbroic complex prospective for massive nickel sulphide deposits typically associated with platinum and palladium. The geological setting can also host platinum and palladium mineralisation associated with magnetite and/or chromite layering. Of secondary interest is a horizon of altered acid volcanogenics within which occur extensive zones anomalous in zinc and copper.

Traka has entered into an agreement under which, upon being listed on ASX, Traka will have the right to acquire a 60% interest in the Capricorn Project. This agreement is summarised in Section 8.4(e). Traka will be the manager and operator of this joint venture and can earn its 60% equity by an expenditure of \$1 million over 4 years commencing from listing, although Traka can withdraw earlier if sufficient encouragement is not received.

In the first instance Traka intends to drill several targets already defined by coincident geochemical and geophysical surveys. These targets are within layered gabbroic host rocks that have been observed to strike for many kilometres in the immediate area and to be repeated a number of times in the region. Should the results from the first exploration program be encouraging the joint venture partners intend to expand their interests to other areas in the region and hence build up an enlarged portfolio of ground.

The geological models being used for nickel exploration at Capricorn are relatively new for the region but not new with respect to world exploration experience. The fact that targets are already highlighted using this model and that they can be readily tested gives Traka an early lead in the area and if exploration returns positive results, there are opportunities to expand the Company's exploration portfolio.

The Ravensthorpe Gold Project

This project has 8 separate lines of gold mineralisation which have been prospected and mined in isolated pockets in the past. These parallel lines of mineralisation are associated with north-east trending quartz veined shears between 200 and 500 metres apart but which extend between 500 to 1500 metres. The individual mines on the lines of mineralisation are between 50 and 200 metres long and typically comprise quite shallow underground mine workings. A complex series of geochemical anomalies links the north-east trending lines of mineralisation. Some of these have also been prospected and mined but for the most part remain to be explored.

The only previous modern exploration program on this project, completed in the 1980's, attempted to delineate shallow open-pit reserves. Wide spaced shallow drilling to 40 metre depth on a few areas was completed with very little success. Traka intends to undertake phased drill programs on specific areas targeting narrow but high grade mineralisation which often have limited strike extent but can have great depth continuity. This style of mineralisation, given sufficient grade, can be exploited very profitably using modern narrow underground mining techniques. The fact that Traka has the opportunity to test a number of these targets means that if any one target fails to reach economic dimensions on a stand alone basis then the possibility remains for one or more targets to be exploited in parallel.

The tenements the subject of this project are also over substantial areas of private land. There are no access agreements in place in relation to this private land on these tenements but the Company intends to negotiate access agreements in the future, if required. In the meantime, the Company will restrict its surface activities to those areas within the tenements which are not the subject the private land.

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details of the offer

2.1 Description of the Offer

By this Prospectus, the Company invites investors to subscribe for a total of 20,000,000 fully paid ordinary shares in the Company at an issue price of 20 cents each to raise up to \$4,000,000.

The rights attaching to the Shares are summarised in Section 8.5 of this Prospectus.

2.2 Oversubscriptions

The Company does not intend to accept oversubscriptions The maximum amount which may be raised under this Prospectus is therefore \$4,000,000.

2.3 Indicative Dates

Prospectus lodged with ASIC	14 October 2003
Applications open	21 October 2003
Applications close	7 November 2003

These dates are indicative only and may vary. The Company reserves the right to vary the opening and closing dates of the Offer without prior notice.

Applicants are encouraged to apply as soon as possible after the Offer opens as the Offer may close earlier than the date specified above. The Company also reserves the right not to continue with the Offer at any time before the allotment of Shares to successful Applicants.

2.4 Applications for Shares

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

delivered to

Traka Resources Limited C/- Bell Potter Securities Ltd Level 37, Exchange Plaza 2 The Esplanade PERTH WA 6000

or by post to

Traka Resources Limited C/- Bell Potter Securities Ltd GPO Box Z5404 St Georges Terrace PERTH WA 6831

Applications must be accompanied by payment in full in Australian currency of 20 cents for each Share applied for. Payment must be by way of cheque or bank draft drawn on and pavable on an Australian bank and should be made payable to "Traka Resources Limited - Float Account" and crossed 'Not Negotiable'.

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

Applicants may apply for a minimum of 10,000 Shares representing a minimum investment of \$2,000. Applicants requiring additional Shares must apply for additional Shares in multiples of 1,000 thereafter.

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

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

2.5 Minimum Subscription

As the Offer is fully underwritten, there is no minimum subscription to be raised pursuant to this Prospectus.

2.6 Allotment of Shares

The acceptance of Applications and the allocation of Shares is at the discretion of the Directors of Trake, acting in consultation with the Underwriter, Iraka reserves the right to allot to an Applicant a lesser number of Shares than the number for which the Applicant applies or to reject an Application. If the number of Shares allotted is fewer than the number applied for, surplus Application money will be refunded without interest.

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

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

2.7 Underwriting

Bell Potter Securities Limited has agreed to manage and fully underwrite the Offer in accordance with the terms of an underwriting agreement dated 14 October 2003. Further details of the underwriting agreement are set out in Section $8.4(a)$ .

2.8 Australian Stock Exchange Listing

Application will be made by the Company to ASX, within seven days after the date of this Prospectus, for the Company to be admitted to the Official List of ASX and for admission of the Shares offered pursuant to this Prospectus to quotation on ASX. If the Company is not admitted to the Official List of ASX and the Shares not admitted to quotation within three months after the date of this Prospectus, all Application moneys will be refunded without interest. ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may admit the Company to its Official List is not to be taken in any way as an indication of the merits of the Company or the securities offered pursuant to this Prospectus.

2.9 CHESS

Traka proposes participating in the Clearing House Electronic Subregister System ("CHESS") operated by ASX Settlement and Iransfer Caracration Pty Ltd. ("ASTC") a wholly owned subsidiary of ASX, in accordance with the Listing Rules and SCH Business Rules.

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

The CHESS sidement will set out the number of securities dilated to each holder under the Prospectus, give details of the shareholder's Holder Identification Number and give the Participant Identification Number of the sponsor.

If you are registered on the Issuer Sponsored Subregister, your statement will be dispatched by the share reaistry and will contain the number of securities allotted under the Prospectus and the Shareholder's Securityholder Reference Number.

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

2.10 Overseas Investors

This Prospectus does not constitute an offer or invitation in any place in which. or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or guality the Shares or the Offer, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia.

The Offer pursuant to an Electronic Prospectus is only available to persons receiving on electronic version of this Prospectus within Austrolic.

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directors and management

3.1 Directors

Non Executive Chairman

Neil Tomkinson LLB (Hons)

Mr Tomkinson has for many years carried on the business of administration of and investment in mineral resources exploration and mining in Australia. He is also a director of Dalrymple Resources NL and Hampton Hill Mining NL.

Managing Director

Patrick Verbeek BSc. (Geology), AusIMM

Patrick Verbeek is a geologist with over 22 years experience in the resource industry in Australia and internationally. Mr Verbeek's experience is wide ranging and is spread equally between mineral exploration and mining, company management and corporate activity. Mr Verbeek has held a number of senior management positions in exploration and mining operations both in open-pit and underground gold and base metal operations as well as executive directorships in private and public resource companies. Mr Verbeek has also prospected and undertaken exploration work in his own right as well as provided Geological Consulting service to the industry.

Mr Verbeek is a founding Director of Traka Resources Ltd and previously a founding and Managing Director of Great Southern Mines NL. Great Southern Mines NL raised \$10 million dollars and listed in 1993 on the discovery of the Chalice Gold Mine on property originally pegged by Mr Verbeek and his partners.

Mr Verbeek is committed to advancing Traka Resources Ltd and will draw upon his experience in the resource industry to guide the company's activities.

Non Executive Director

George Petersons

Mr Petersons is an experienced prospector with a long history of identifying and acquiring prospective exploration and ground packages. He is a founding

director of Traka and is also a founding director of Metals Quest Australia Ltd, an unlisted nickel explorer with its cores assets adjacent to the Silver Swan nickel mine. He has established himself as a consultant to the industry with local and offshore mining interests in precious metals, gemstones and base metals.

Non Executive Director

Joshua Pitt BSc. MAusIMM

Mr Pitt is a geologist with substantial exploration experience who has for more than 25 years been a director of exploration and mining companies in Australia. He is also a director of Dalrymple Resources NL, Hampton Hill Mining NL and Red Metal Limited. He is also actively involved in substantial private mineral exploration and in resource investments.

3.2 Management

Company Secretary

Desmond John Kelly BComm, CPA, MAICD

Mr Kelly is an accountant with over 25 years experience in industry and public practice. He currently consults to both public and private companies in the capacity of Company Secretary and provides management and administration services for them. He has wide managerial experience including serving for a period as managing director of a public listed exploration company.

3.3 Corporate Governance Statement

The Directors are responsible for protecting the rights and interests of the shareholders through the implementation of sound strategies and action plans and development of an integrated framework of controls over the Company's resources, functions and assets.

Independent Geologist's Report

15 September 2003

The Directors Traka Resources Limited 43 Ventnor Avenue West Perth WA 6005

Head Orfice 1162 Hay Street West Perth WA 6005

P O Box 1671 West Perth WA 6872

Telephone: +61 8 9324 8800 +61 8 9324 8877 Facsimile:

Email: [email protected] Web: http://www.rsgglobal.com

Dear Sirs.

RSG Global Pty Ltd ("RSG Global") has been commissioned by Traka Resources Limited ("Traka") to provide an Independent Consulting Geologist's Report for mineral exploration properties located in the South Coastal and Pilbara regions of Western Australia, in which Traka has an option to acquire, or is earning, an interest. This report is to be included in a Prospectus to be lodged with the Australian Securities and Investments Commission ("ASIC") on or about 10 October 2003, offering for subscription 20,000,000 Shares at an issue price of 20¢ per Share (the "Prospectus"), to raise a total of \$4 million (before costs associated with the issue). The funds raised will be used for the purpose of exploration and evaluation of the mineral properties.

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

RSG Global has based its review of the Traka projects on information provided by Traka, along with technical reports by Government agencies and previous tenements holders, and other relevant published and unpublished data. Traka provided comprehensive summary exploration reports for each project that, along with various exploration reports, are listed with other principal sources of information in the bibliography. A site visit was undertaken to the Ravensthorpe and Capricorn Projects by Dr Christopher Stephens during August, 2003. A final draft of the report was also provided to Traka, along with a written request to identify any material errors or omissions prior to lodgement. Where appropriate, and in accordance with ASIC Practice Note 55 and Update 183, consent has been obtained to quote data and opinions expressed in unpublished reports prepared by other professionals on the properties concerned.

The Traka projects are understood to consist of eight granted Exploration Licences, five granted Mining Leases and eight applications for Mining Leases covering an aggregate area of approximately 409 square kilometres. The legal status, including Native Title considerations associated with the tenure of the Traka properties, is the subject of a separate Solicitor's Report, which appears in Section 6 of this Prospectus. These matters have not been independently verified by RSG Global. The present status of tenements listed in this report is based on information provided by Traka, and the report has been prepared on the assumption that the tenements will prove lawfully accessible for evaluation.

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

The mineral properties, in which Traka has an option to acquire, or is earning an interest, are considered to be "Exploration Projects" which are inherently speculative in nature. RSG Global considers, nonetheless, that the projects have been acquired on the basis of sound technical merit. The properties are also considered to be sufficiently prospective, subject to varying degrees of exploration risk, to warrant further exploration and assessment of their economic potential, consistent with the proposed programmes.

RSG Global Pty Ltd (ACN 101 090 135) as trustee for RSG Global Partnership (ABN 79 256 402 893)

ACCRA Email: [email protected]

JOHANNESBURG Email: [email protected]

nini miillimisidaktion eta maan ar maan allan allan allan saan san maan eta san san san allan san maan allan a

1999 - Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Johann Joh

LIMA Email: [email protected]

Exploration and evaluation programmes summarised in the report amount to a total expenditure of \$2.47 million, of which Traka plans to spend \$980,000 in the first year of assessment. At least half the liquid assets held, or funds proposed to be raised, by Traka are understood to be committed to acquisition, exploration, development and administration of the mineral properties, satisfying the requirements of ASX Listing Rules 1.3.2(b) and 1.3.3(b). RSG Global also understands that Traka has sufficient working capital to carry out its stated objectives, satisfying the requirements of ASX Listing Rule 1.3.3(a). Traka has prepared staged exploration and evaluation programmes, specific to the potential of the projects, which are consistent with the budget allocations. RSG Global considers that the relevant areas have sufficient technical merit to justify the proposed programmes and associated expenditure satisfying the requirements of ASX Listing Rule 1.3.3(a). The proposed exploration budget either exceeds, or is consistent with, the anticipated minimum annual statutory expenditure commitment on the various project tenements.

The Independent Consulting Geologist's Report has been prepared on information available up to and including 15 September 2003 RSG Global has provided consent for the inclusion of the Independent Consulting Geologist's Report in Section 4 of the Prospectus, and to the inclusion of statements made by RSG Global in other sections of the Prospectus, in the form and context in which the report and those statements appear, and has not withdrawn that consent before lodgement of the Prospectus with the ASIC.

RSG Global is an exploration, mining and resource consulting firm, which has been providing services and advice to the international mineral industry and financial institutions since 1987. This report has been compiled by Dr Christopher Stephens, who is a professional geologist with 25 years experience in the exploration and evaluation of mineral properties within Australia. Dr Stephens is Manager Geology for RSG Global, and a Member of the Australasian Institute of Mining and Metallurgy (AusIMM), and the Australian Institute of Geoscientists (AIG). Mr Anthony Ryall, RSG Global Senior Consultant, assisted with various aspects of the preparation of the report. Both Dr Stephens and Mr Ryall have the relevant qualifications, experience, competence and independence to be considered an "Expert" under the definitions provided in the Valmin Code.

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

Yours faithfully RSG Global Pty Ltd

Chichopter Stycking

Dr Christopher Stephens Manager Geology

		EXECUTIVE SUMMARY
1		Ravensthorpe Nickel Project
	1.1	Introduction
	1.2	Tenure ………………………………………………………………………………………………
	1.3	Geology
	1.4	Mineralisation and Previous Exploration
		Jerdacuttup Group 1.4.1
		1.4.2 B1-Embayment
		1.4.3 Mt Short-Lake Chidnup
	1.5	Project Potential
	1.6	Exploration Strategy and Budget
$\overline{2}$		Capricorn Project
	2.1	Introduction
	2.2	Tenement Status
	2.3	Geology
	2.4	Previous Exploration
		2.4.1 Platinum Group Elements
		2.4.2 Base Metals
		2.4.3 Gold
	2.5	Project Potential
	2.6	Exploration Strategy and Budget
3		Ravensthorpe Gold Project
	3.1	Introduction
	3.2	Tenure ………………………………………………………………………………………………
	3.3	Geology
		3.3.1 Mineralisation
	3.4	Previous Exploration
	3.5	Prospects
		3.5.1 Sirdar
		North Grafter Prospect (F3 Anomaly) 3.5.2
		3.5.3 Grafter and Bullrush (J1 Anomaly)
		3.5.4 Maori Chief and Maori Queen Line
		3.5.5 Ellendale, Revival and Parramatta Line
	3.6 3.7	Project Potential Exploration Program and Budget

4		Glossary of Technical Terms
5		Bibliography

1990 - Santa Gardina, Amerikaansk politikus (d. 1980)
1900 - Johann Brittish, fransk skriuwer (d. 1900)

List of Tables

Table 1 – Ravensthorpe Nickel and Gold Projects: Tenement Schedule	1
Table 2 - Ravensthorpe Nickel Project : Proposed Exploration Budget	22
Table 3 - Capricorn Project : Proposed Exploration Budget	29
Table 4 - Ravensthorpe Gold Project : Tenement Schedule	30
Table 5 – Sirdar Prospect, Significant Drill Intersections	34
Table 6 – Maori Queen and Maori Chief Prospects, Significant Drill Intersections	35
Table 7 – Ravensthorpe Gold Project : Proposed Exploration Budget	36

List of Figures

Figure 1 – Project Location Diagram	iv
Figure 2 – Ravensthorpe Nickel & Gold Projects - Tenements	$\overline{2}$
Figure 3 - Ravensthorpe Nickel & Gold Projects - Regional Geological Setting	5
Figure 4 – Ravensthorpe Nickel & Gold Projects - Regional Magnetics	6
Figure 5 - Ravensthorpe Nickel Project - Jerdacuttup Group : Geological Setting	8
Figure 6 - Ravensthorpe Nickel Project - RAV1 Prospect : Exploration Summary	13
Figure 7 - Ravensthorpe Nickel Project - RAV4 & RAV11 Prospects : Exploration Summary	14
Figure 8 - Ravensthorpe Nickel Project - B1 Prospect : Geological Setting	17
Figure 9 - Ravensthorpe Nickel Project - Mt Short : Geological Setting	19
Figure 10 - Capricorn Project - Mindoona Layered Complex : Exploration Summary	25
Figure 11 – Ravensthorpe Gold Project : Exploration Summary	32

EXECUTIVE SUMMARY

Traka Resources Limited (Traka) has compiled a high quality portfolio of mineral properties in Western Australia that includes a major komatiite nickel sulphide project at Ravensthorpe, one project considered prospective for magmatic nickel-copper-platinum group element (PGE) mineralisation in the East Pilbara Region, and one project prospective for gold, also at Ravensthorpe (Figure 1). At the Ravensthorpe Nickel Project, Traka has acquired rights to a tenement holding that includes the majority of a greenstone belt, which has known endowment in nickel sulphide mineralisation. At the Capricorn Project, Traka intends to explore an Archaean layered mafic-ultramafic intrusion within which horizons anomalous in nickel and PGE are associated with electrical geophysical anomalies. At the Ravensthorpe Gold Project, Traka will explore for high grade, vein style mineralisation within an area of historic gold production from shallow workings, but which has not been tested at depth. Traka's projects are considered to have the potential to provide investors with a near term return on investment through discovery of a significant nickel sulphide or gold deposit, and to have long term potential for the discovery of additional resources.

The Traka projects comprise eight granted Exploration Licences, five granted Mining Leases and eight Applications for Mining Lease covering an aggregate area of approximately 370km². Traka has entered into an option agreement to acquire a 100% interest in the Ravensthorpe Nickel and Gold Projects, and an agreement to earn a 60% interest in the Capricorn Project by way of joint venture. Sons of Gwalia Limited and BHP Billiton separately have rights to explore and mine tantalum and nickel laterite mineralisation, respectively, over certain tenements within Traka's portfolio.

At the Ravensthorpe Nickel Project, Traka has assembled a strategic landholding for nickel exploration covering approximately 370km² of the Ravensthorpe Greenstone Belt. The belt hosts the RAV8 Nickel Mine, which has been exploited by Tectonic Resources NL via open pit and underground mining since 2000, and the Ravensthorpe Nickel Laterite Project, where BHP Billiton is currently completing a feasibility study into developing a major, long term mining operation based on nickel laterite resources and a production target of 45,000 tonnes of nickel in concentrate annually.

The Ravensthorpe Greenstone Belt has been the subject of significant exploration for nickel sulphide mineralisation since the 1960's. Detailed exploration was concentrated on the eastern, better exposed portion of the belt, where numerous gossans were identified primarily associated with the basal contact of a particular ultramafic unit. Exploration was completed by a number of major nickel mining companies, and was characterised by the use of good quality exploration methods available at the time. Little detailed exploration for nickel has been competed within the last 10 years, however. Traka will benefit from the significant advances in understanding since the last major phase of exploration, in particular in the geology of komatiite nickel sulphide deposits and in aspects of the regional geology of greenstone belts. Traka also has available to it more effective electrical geophysical prospecting tools.

The Jerdacuttup area proved most prospective for previous explorers, with a large number of prospects identified based on gossan search, stream and soil geochemical surveys and drilling. At most prospects, subsurface mineralisation was encountered as disseminated sulphide in a narrow interval above the footwall contact of ultramafic with quartzite. Relatively minor massive and stringer mineralisation was intersected. Mineral resources were estimated at two prospects, RAV1 and RAV4, where the quality of data and the calculations are considered as consistent with current public reporting standards. At RAV1, an Inferred Resource based on three sub-areas was estimated comprising 673,000t averaging 1.0% Ni, at a 0.5% Ni cutoff. At RAV4, an Inferred Resource was estimated comprising 835,000t averaging 0.7% Ni, at a 0.5% cutoff. The RAV1 and RAV4 resources justify re-evaluation in terms of current nickel prices, processing options and estimation techniques, and warrant additional drilling to better determine the nature and extent of mineralisation.

Historic exploration was strongly focussed on successful surface exploration. Of the more than 20 prospects identified in the belt, few were discovered after the initial phase of ground activities. Most of the prospects were found to be associated with the footwall contact of one particular ultramafic unit. Consequently, no other ultramafic units received subsurface testing. Surface and airborne electromagnetic (EM) geophysical surveying was undertaken, however these methods were not highly successful in detecting mineralisation. At most prospects, drilling is generally limited to within 100m of surface and is typically open at depth.

Traka has re-assessed the geology of the greenstone belt in terms of recent understanding in greenstone belt evolution, identifying significant differences in interpretation relative to historic workers. Traka showed that at no prospects has previous exploration tested the footwall sequence for mineralisation. At RAV8 and more distantly at the Emily Ann and Maggie Hays deposits in the Lake Johnstone Greenstone Belt, for example, mining has shown that massive sulphide lenses are commonly displaced into the footwall sequence by thrust faulting. Traka is cognisant of the complex geometry of economically viable mineralisation at a local scale. Traka also reasonably considers that ultramafic units in the area may represent the same unit duplicated by thrust faulting, and intends to explore each of these units on the basis that they are equally prospective.

Traka completed ground based EM surveying over a significant portion of mineralised ultramafic during 2003, extending the focussed EM surveys conducted by a previous explorer. Traka's exploration identified both new and more extensive geophysical anomalies. These anomalies provide Traka with immediate exploration opportunities ranging from extensions to known mineralisation, and resources, through to new drill targets.

In the B1-Embayment and Mt Short-Lake Chidnup areas, previous exploration is more limited in extent. Significant areas are poorly exposed relative to the Jerdacuttup area, with significant laterite or transported cover. Previous geochemical surveying is based on surface or near surface sampling, and is not considered to have effectively sampled bedrock. While the detailed geology of individual prospects may render them effectively explored, significant opportunity exists to identify new prospects for exploration.

u sina
1 kora
1 kora 经理定

The Capricorn Project is considered to be an exciting new exploration opportunity for nickel-copper-PGE mineralisation. The project covers approximately 28km² and overlies a structurally complex, Archaean layered mafic-ultramafic intrusion in the Sylvania Dome. The project was only recently explored for nickel or PGE mineralisation. Soil surveying identified at least two anomalous horizons; a basal dunite laver anomalous in nickel and copper and a pyroxenite horizon in the centre of the intrusion that is anomalous in nickel, copper and PGE. Drill testing at the Millipede PGE prospect drilled over the top of the anomalous horizon, but intersected 18m averaging 0.16% Ni, 0.14% Cu and 819ppm Cr and 10m averaging 0.28% Ni, 0.17% Cu and 718ppm Cr in separate drillholes. within the oxidised zone. A single intersection of 1m $\omega$ averaging 0.14% Cu, 610ppb Pt and 190ppb Pd was encountered associated with disseminated pyrite, pyrrhotite and chalcopyrite in fresh rock.

A wide spaced, ground based EM survey across the PGE anomalous horizon has identified two significant conductors, consistent with possible massive sulphide mineralisation. Traka intends to test these conductors with drilling, and to conduct detailed rock chip sampling over copper-nickel and PGE anomalous horizons aimed at targeting both massive copper-nickel sulphide and stratiform PGE mineralisation.

The Ravensthorpe Gold Project covers approximately 12 $km²$ of basaltic greenstone in the Ravensthorpe Greenstone Belt. The project includes historic workings from which modest production was achieved based on high grade, quartz vein mineralisation. Exploration has identified long length, north to northwest trending induced polarisation (IP) geophysical anomalies indicative of shears hosting mineralisation. Drill testing has focussed on these shears, however, soil geochemical data and Traka's interpretation highlight east-west trending anomalies that are poorly tested with drilling. Traka recognises that high grade gold mineralisation typically displays a nuggetty distribution, and is typically difficult to evaluate with drilling. Nevertheless, few of the shears or cross-cutting structures are tested below approximately 40m depth and the project is considered to have good potential for the discovery of narrow, high grade mineralisation that may prove economically viable.

The Traka properties are generally considered to have been acquired on the basis of sound technical merit. The projects should be considered as "Exploration Projects" or "Advanced Exploration Projects" and are therefore regarded as being inherently speculative in nature. Traka has provided comprehensive work programs and budgets covering the initial two years of exploration on the properties. The proposed exploration strategies and programs are considered to be consistent with the potential of the various projects. The corresponding budgets are considered adequate to cover the anticipated costs of the programs and meet the statutory expenditure commitment for each project.

LLU AN EILE AN D'ARAIL IN D'AR BHAILE AN D'AR D'AR D'AR D'AR D'AR D'AR D'AR D'AR

ma ta matsa matsa matsa na matsa na matsa matsa na matsa na matsa na matsa na matsa na matsa na matsa na

Prepared September 2003 by RSG Global Pty Ltd for inclusion in a Prospectus for Traka Resources Limited.

PROJECT LOCATION DIAGRAM

Figure 1

RAVENSTHORPE NICKEL PROJECT

$1.1$ Introduction

The Ravensthorpe Nickel Project (RNP) comprises a dominant tenement holding over the Ravensthorpe Greenstone Belt, with an aggregate area of 370km², located between 35km southeast and 30km northwest of Ravensthorpe, in the South Coastal Region of Western Australia (Figure 1). The project area is dominated by the northwest trending Ravensthorpe Range, which rises from an average elevation of 100m above seal level to a highest point of approximately 400m.

Ravensthorpe is located midway between Albany and Esperance on the sealed National Highway 1. The project area is accessible thereafter via a combination of well maintained. sealed or unsealed shire roads and via pastoral access tracks. The climate is a coastal Mediterranean climate, characterised by warm, dry summers and cold, wet winters. The project covers landforms and vegetation types ranging from relatively hilly areas of thick native scrub or cleared pasture, through to undulating cleared farmland. The predominant land use is for cropping of cereal and grasses, and for sheep grazing.

Ravensthorpe, and the nearby coastal town of Hopetoun, is the centre of active and potentially significant future mining activity. Tectonic Resources NL (Tectonic) is currently mining the RAV8 nickel sulphide deposit, approximately 20km east of Ravensthorpe. Approximately 30km east of Ravensthorpe, BHP Billiton (BHPB) is undertaking a feasibility study of laterite nickel resources at the Ravensthorpe Nickel Laterite Project. BHPB has indicated that it intends to make an investment decision relating to the project by the end of 2003. Successful completion of the study could result in production commencing during the second half of 2006.

$1.2$ Tenure

The RNP comprises six granted Exploration Licences, five granted Mining Leases and six Applications for Mining Lease (Table 1, Figure 2). Traka has entered into an option agreement with Red5 Limited (Red5), which expires on 22 December, 2003, to acquire a 100% interest in tenements within the Ravensthorpe area for consideration of \$350,000 in cash, or \$200,000 in cash plus fully issued shares in Traka equivalent to \$200,000.

Table 1 Traka Resources Ravensthorpe Nickel Project Tenement Schedule
Tenement	Grant Date (Application Date)	Expiry Date	Area	Registered Holder	Expenditure Commitment (5)	Rent (5)
E74/73	27/02/1989	26/02/1996		Billiton Nickel (Ravensthorpe) Pty Ltd*	20.000	463
E74/144	19/08/1993	18/08/2002		Red5 Limited	100.000	2.815
E74/152	27/04/1994	26/04/2003		Red5 Limited	100.000	2.779
E74/209	27/04/1994	23/01/2004		Red5 Limited	50.000	4.383
E74/219	23/04/1997	22/04/2003		Red5 Limited	50.000	677
E74/272	08/09/2000	C7/09/2005		Red5 Limited	23.400	2.673
M74/82	19/08/1992	18/08 2013	7.35ha	Red5 Limited	73.500	9.055
M74/83	19/08/1993	18/08/2014	6.25ha	Red5 Limited	62.500	7.700
M74/84	19/08/1993	18/08/2014	2.20 _na	Red5 Limited	22.000	2.710
M74/85	19/08/1993	18.08-2014	100.00na	Red5 Limited	100.000	12.320
M74/105	06/08/2022	C6/08/2022	1.28ha	Billton Nickei (Ravensthorpe) Pty Ltd*	12.800	1.577
M74/106	(20/09/1996)		893.00ha	1B - Iton Moke: (Ravensthorde) Pty Ltd"
M74/126	(22/09/1998)		573.86ha	Rec5 Limited
N174/127	(21/09/1998)		360.55ha	Red5 Limited
M74/128	(21/09/1998)		574.65ha	Red5 Limited
M74/129	(21/09/1993)		860.23ha	Red5 Limited
M74/130	/21/09/1998)		860.00ha	Red5 Umited

NAME TA SE PRODUCE DE L'ARCHITECTIVI DELL'ARCHITECTIVI DELL'ARCHITECTIVI DELL'ARCHITECTIVI DELL'ARCHITECTIVI D

TANGGERI ISTISTIK ISTA INI TASHLARI ITTI TERLILLIK HARI TASHLARI ITTISHLARI ISTISHLARI ISTISHLARI TERLILLIK HA
ITTISHLARI ISTISHLARI ILILLIK ILIRGGA ULLARI ILIRGAN LELIH TALIH LARING SAMUL TANGGAN. SISTEMA ISTISHLARI TALI

المضمة والصيغاء

RAVENSTHORPE NICKEL AND GOLD PROJECTS Tenements

Sons of Gwalia Ltd (SOG) retains an option agreement to exclusively explore for and exploit tantalum mineralisation on E74/152. E74/176 and portion of E74/144. ONI Western Australia Pty Ltd and Billiton Nickel (Ravensthorpe) Pty Ltd (BHPB) retain the rights to laterite nickel mineralisation to 30m below surface over portion of E74/144 and all of E74/152, M74/82, M74/84 and M74/85. Traka retains the rights to explore the tenements for all other minerals, including sulphide nickel mineralisation.

All areas of unallocated Crown Land and unvested reserve north-east of the Fitzgerald River National Park to the Rabbit Prove fence are designated or proposed Conservation Reserve. Traka is required to coordinate exploration activities within these areas via the Western Australia Department of Conservation and Land Management and has conducted exploration on this basis during 2003. RSG Global is not aware of any restrictions that would prevent exploration activities within these areas by Traka.

The majority of the project area is within land held under freehold title or is alternatively Crown land. RSG Global has not separately reviewed the status of access agreements in respect of freehold title, which are considered in the Independent Solicitor's Report in Section 6 of the prospectus.

$1.3$ Geology

The project tenements overlie portions of the Ravensthorpe Greenstone Belt (RGB), which is located across the boundary between the Southwest Terrane and Southern Cross Terrane of the Archaean Yilgarn Craton. The area is located immediately adjacent to the southern margin of the Yilgarn Craton, where it is truncated by the northeast trending Mesoproterozoic Albany Fraser Orogen (Figure 3). This orogen is a major crustal suture, associated with the amalgamation of the crustal blocks during the Proterozoic.

The RGB comprises a northwest trending belt of typical Archaean granite-greenstone rock units. Northwest trending, Proterozoic dolerite and gabbro dykes are abundant throughout the region, and are recognised locally at the prospect scale. The dykes are subparallel to the Albany Fraser Orogen, suggesting that intrusion of the dykes was closely associated with the Albany Fraser event. The RGB shows an arcuate geometry, suggesting that the belt was deformed during dextral offset associated with the Albany Fraser event (Figure 4).

Most of the greenstone succession dips to the southwest, such that previous explorers erected a stratigraphy for the RGB comprising, from northeast to southwest, a lower sequence of mafic and ultramafic rocks, a central sequence of sedimentary rocks and banded iron formation (BIF), most prominent as the Ravensthorpe Range, and an upper sequence of basalt to andesite volcanic rocks.

Traka significantly refined the previous geological interpretation, based on geological mapping at the regional and prospect scale and on magnetic data. Importantly, Traka has developed a geological interpretation that reflects the improved understanding of Archaean greenstone belt geology. This refinement introduces alternative interpretations relevant to portions of the sequence that may significantly enhance the perceived exploration potential of the RGB:-

Traka recognised that the northwest orientation of the greenstone belt, overall southwest dip of units and dextral sense of drag adjacent to the Albany Fraser Orogen could all be interpreted in terms of a geological evolution involving southwest over northeast thrusting during the Albany Fraser deformation event. Whilst the exact time of intrusion of northeast trending mafic dykes is not known, the association of dykes with dextral offsets in greenstone belt units is consistent with their intruding transfer faults formed during thrusting.
Early nickel explorers regarded the mafic-ultramafic sequence in simple stratigraphic terms and identified four ultramafic units. Of these units, only Unit 2 was known to be associated with nickel mineralisation at that time, such that no significant exploration was directed at Units 1, 3 or 4. Modern structural and geological interpretations based on geological work within other greenstone belts within the Yilgarn would suggest that these units may be thrust repetitions of the same unit. and equally prospective to exploration. Relatively broad areas of laterite developed over ultramafic, associated with the Ravensthorpe laterite nickel project, are likely developed over flat lying ultramafic.
The previous regional interpretation is a major regional syncline, the Maydon Syncline, forming the core of the RGB. Ultramafic units on the western margin of the RGB were regarded as folded repetitions of Units 1 to 4 from the eastern margin of Interpretation of magnetic data suggests that, whilst the synclinal the belt. interpretation may hold, the axis of the fold is most likely faulted out by thrust faulting, explaining the absence of a sedimentary sequence of similar character to that forming the Ravensthorpe Range from the western portion of the belt.

Traka has also recognised larger areas of granodiorite to diorite intrusions within the southern portion of the RGB.

Traka's revised interpretation provides it with significantly more exploration opportunities relative to previous explorers.

$1.4$ Mineralisation and Previous Exploration

Numerous prospects were identified through previous exploration, the most significant nickel sulphide resource being the RAV8 deposit. Tectonic purchased the project in 1997, and began mining during 2000. Forecasted total production was approximately 9,000t of nickel, based on a 1999 feasibility study.

The nickel potential of the RGB is highlighted by the endowment of adjacent greenstone belts within the Southern Cross Terrane. The Forrestania Greenstone Belt produced approximately 55,000 tonnes of nickel from eight deposits. Western Areas NL recently commenced a bankable feasibility study relating to the Cosmic Boy project aimed at total production exceeding 45,000t of nickel. In the Lake Johnstone Greenstone Belt, LionOre Nickel (Australia) Limited is currently mining the Emily Ann deposit and is developing the Maggie Hays deposit. Total production from these deposits is expected to exceed 45,000t of nickel.

TENNIS PROGRAM TENDENTI INDUSTRIALI DENGAN TENDERAN BERLAMA DENGAN TENDERAN DENGAN TENDERAN DENGAN TEND

-
Prepared September 2003 by RSG Global Pty Ltd for inclusion in a Prospectus for Traka Resources Limited.

Figure 4

RAVENSTHORPE NICKEL & GOLD PROJECTS Regional Magnetics

Previous exploration of the RGB occurred in three principal phases. Pickands Mather International (PMI) explored the belt during the 1960's and 1970's, completing stream sediment sampling, geological mapping and rock chip sampling and detailed prospect evaluation, including ground based IP and EM surveys, detailed sampling and drilling. During the 1980's and 1990's, Western Mining Corporation Limited (WMC) entered into a joint venture agreement with PMI and completed reconnaissance exploration throughout Resources were defined at the RAV8 deposit, although no mining was the RGB. undertaken. Chevron Exploration Corporation (Chevron) acquired tenements throughout the project area during the 1980's and carried out regional exploration for base metals. Outokumpu Exploration Australia Pty Ltd (Outokumpu) subsequently acquired rights to most of the project area and focussed attention on evaluation of prospects where mineralisation had been previously identified.

During 1997. Greenstone Resources NL (Greenstone) entered into a joint venture with Outokumpu and carried out exploration at the B1 and RAV1 prospects. Greenstone subsequently acquired 100% of the project from Outokumpu.

QNI Exploration and Development Pty Ltd (QNI), a wholly owned subsidiary of BHPB entered into a farm-in agreement with Greenstone in 1998, initially over the Mt Short area. QNI purchased nickel laterite rights over some of the Greenstone tenements near the Ravensthorpe Nickel Project, and extended the Mt Short joint venture to include all of Greenstone's tenements.

QNI withdrew from the joint venture with Greenstone in 2002. Greenstone changed its name to RED5 Limited (RED5), and entered into an option agreement with Traka over all of the project tenements in early 2003.

The RNP is discussed in this report as three major groups of tenements; from east to northwest the Jeerdacuttup Group, B1-Embayment, and the Mt Short-Lake Chidnup Area.

$1.4.1$ Jerdacuttup Group

The Jerdacuttup area comprises an intercalated sequence of ultramafic, mafic and sedimentary rocks, the latter including chert and BIF (Figure 5). A quartzite unit occurring stratigraphically between the Unit 1 and Unit 2 ultramafics forms the footwall contact to the majority of prospects located to date.

At RAV8, three mineralised shoots are present associated with the footwall contact of strongly sheared ultramafic schist. Although the sequence is metamorphosed to amphibolite facies and strongly deformed, mineralisation is generally interpreted as typical Archaean komatiite nickel sulphide style. Thrust faulting is recognised in the sequence at RAV8, consistent with Traka's regional interpretation for the RGB.

The JEM4 prospect is located approximately 1km west, and along strike, from the RAV8 mine. The target was first detected in 2002, although not tested with drilling. Traka completed an infill EM survey in 2003 that was modelled in terms of a 200m long, south dipping conductor located 100m below surface. The anomaly is coincident with a Chevron INPUT geophysical anomaly and associated at surface with cumulate ultramafic rocks, sedimentary rocks and basalt locally duplicated by thrust faulting. A thickening of the ultramafic unit, suggestive of an original footwall embayment in the ultramafic lava flow, occurs immediately adjacent the anomaly.

JEM3 is a coincident EM and magnetic anomaly located 500m west of JEM4. One diamond drillhole was completed to test the anomaly (RVD1016), targeting a relatively large conductor with 220m strike extent and dipping 65° south for 300m. The drillhole intersected talc chlorite schist hosting two narrow sulphide veins between 131m and 134m depth, but failed to intersect the modelled magnetic target. Despite inconsistencies in the modelling and drilling results, no further work is documented. It is also notable that no downhole EM (DHEM) logging was completed.

independent geologist's report - page 8

Geological mapping by Traka shows that JEM3 and JEM4 occur in similar geological Traka interprets the sequence as dipping approximately 30° to the south, settings. significantly lower in dip than the 65° interpreted by QNI. Nickel gossans at surface are coincident with Traka's up-dip projection of the EM anomaly but cannot be readily linked with the EM target, based on the current level of information. Traka interprets sulphide stringers intersected in drillhole RVD1016 as strongly indicative of the potential for a footwall massive sulphide zone and, further, suggests that the JEM3 and JEM4 anomalies may be indicative of sub-horizontal massive sulphide mineralisation.

RAV6 and RAV7 are located along a 400m section of the basal contact of the Unit 2 The prospects are associated with a thickening of the 30° south dipping ultramafic. ultramafic sequence that may indicate the presence of a footwall embayment. A rock chip sample returned 200ppm Cu and 900ppm Ni. Recent reports indicate that auger drill soil sampling was completed, identifying non-coincident copper and nickel anomalies that were tested with shallow RC drilling. The original records of this exploration have not been located, however.

QNI's JEM3 anomaly is located approximately 300m south of RAV6 and RAV7, and Traka interprets this anomaly as massive sulphide mineralisation located down-dip of the RAV6 and RAV7 anomalies.

The JEM2 EM anomaly is located 1km west of JEM3 and is the most conductive anomaly identified in recent EM surveying. Reports indicate that the anomaly is coincident with a previous EM anomaly, although documentation relating to the WMC EM survey has not been sighted. QNI completed one drillhole (RVD1013) to test the JEM2 conductor that intersected cumulate ultramafic rocks, but which failed to locate the sources of the EM anomaly. A ground based magnetic survey and DHEM logging were subsequently completed. The magnetic data show a strong magnetic anomaly immediately to the north of JEM2, and the DHEM indicates the presence of two off-hole conductors at 210m and 290m downhole depths, respectively. A second drillhole (RVD1015) was completed to test the deeper of the two off-hole conductors, which intersected talc-chlorite schist and serpentinite, with intercalated magnetite-quartzite layers, and minor massive sulphide stringers. The drillhole stopped at 210m depth in quartzite, however, and did not test the deeper DHEM anomaly. A third drillhole (RVD1017), designed to intersect the footwall contact of ultramafic 90m down dip from RVD1015, failed to intersect any sulphide mineralisation. No further exploration is documented.

Geological mapping by Traka suggests that JEM2 is coincident with a thickened section of the Unit 2 ultramafic and located on a footwall contact with quartzite, similar in stratigraphic position to RAV6 and RAV7. Traka further suggests that the contact intersected by QNI drilling is the footwall contact of the Unit 3 ultramafic, consistent with a significantly lower dip for the sequence relative to that interpreted by QNI.

The JEM5 conductor is located 300m west of JEM2 and was modelled as a south dipping conductor approximately 320 below surface. Ground magnetic data shows JEM5 is positioned immediately south of a high amplitude magnetic anomaly associated with a zone of siliceous caprock at surface, and with thickening of Unit 2 ultramafic. No drilling was completed at JEM5, but Traka interprets the anomaly as associated with the down-dip projection of the footwall contact of Unit 2 ultramafic.

The RAV3 prospect is located 800m west from JEM5 and is associated with the footwall contact of the Unit 2 ultramafic. The prospect was discovered in 1969, and drilling completed between 1970 and 1974. Isolated nickel gossans were identified over 500m of strike, although outcrop is sparse. Geological mapping and magnetic data show that the geology in this area is complex, and is interpreted by Traka as a series of thrust repetitions of south dipping cumulate ultramafic and footwall quartzite and chert units. Northeast trending dolerite dykes intrude the sequence.

Gossans containing up to 1.0% Ni and 1000ppm Cu are interpreted to occur above the footwall contact, consistent with a hanging wall model for mineralisation. RC drilling and one diamond drillhole were completed during early exploration, to depths less than 50m, which intersected more than one ultramafic-sediment horizon. Drillholes RB317 and RB318 intersected barren pyrite associated with quartz veining. Diamond drillhole RB3/1 intersected two ultramafic units separated by metasediment and ended in quartzite at 65m depth. Intersections included 6.4m averaging 0.31% Ni and 0.91m $@$ 0.51% Ni on the deepest ultramafic-sediment contact.

Two diamond drill holes were completed during 2000, located 200m apart. Drillhole RVD8 was stopped in amphibolite at 120.6m depth, after intersecting a sequence of cumulate textured ultramafic. Massive sulphide stringers were intersected, although the best analysis was 0.82m @ 0.24% Ni and 0.14% Cu, from 84m depth. Drillhole RVD10 intersected a sequence of chlorite-schist, talc-chlorite schist, serpentinite and sedimentary rocks before stopping in quartzite at 110m depth. The sequence intersected in drilling could not be correlated with RVD8, and base metal abundances were uniformly low throughout the drillhole.

In 2003. Traka completed ground based EM over this target that showed a strong conductor, modelled as dipping 35° south, extending over 120m of strike and at 45m The conductor is located between each of the previous diamond drillholes, depth. approximately 50m south of the single PMI diamond drillhole RB3/1, 60m west of QNI's drillhole RVD10 and 180m east of RVD8.

The RAV5 prospect is located 500m west of RAV3 and was discovered in 1969. The prospect extends over 700m of strike, and is disrupted by a 200m wide northeast trending dolerite dyke. Sporadic gossanous subcrop occurs along the footwall contact of the Unit 2 ultramafic. PMI and WMC completed costeaning, soil sampling, diamond and percussion drilling and EM (TEM) surveying over the prospect up to 1985. A mineralised shoot was identified extending between 35m and 150m vertical depth and open down dip. Mineralisation is reported as disseminated pyrite and pyrrhotite with minor massive sulphide on the quartzite contact. The best assay within the area is in drillhole RB5/14, which intersected 2.34m averaging 2.0% Ni associated with pyrrhotite rich, sulphide breccia.

Ground based magnetic and EM surveys, drilling and DHEM logging were completed during 2002. A weak airborne magnetic anomaly was detected coincident with an EM anomaly located and overlapping the eastern extent of mineralisation. Three diamond drillholes (RVD11, 12 and 14) intersected the down dip extension of mineralisation at approximately 160m vertical depth. RVD11 intersected 0.7m @ 0.23% Ni below 5m of disseminated sulphide immediately above the footwall contact with quartzite. RVD12 intersected 1.3m @ 0.32% Ni associated with sulphide stringer mineralisation adjacent to the footwall contact. DHEM was measured on each drillhole. Moderate anomalies associated with RVD11 and RVD12 are consistent with the sulphide intercepts, however a strong off-hole anomaly was detected in RVD11 located in the direction of RVD12. RVD14 was drilled to test this anomaly intersected 0.86m @1.6% Ni in massive sulphide consistent with the DHEM anomaly. This exploration suggests that the massive sulphide conductor has limited down dip extent (<100m).

During 2003, Traka completed infill EM surveying. The survey shows a new, strong conductor located 200m west of the anomaly detected during a earlier survey. Previous drilling in this area intersected massive sulphides on the footwall contact, consistent with the EM anomaly, including 2.74m @ 1.55% Ni (RB5/1) and 2.07m @ 0.22% Ni (RB5/2). These drillholes tested the footwall contact at approximately 113m below surface and are open at depth.

Traka interprets the mineralised shoot as occurring within a broad, southeast plunging embayment in the footwall. Re-modelling of the QNI DHTEM for RVD14 by Traka also is consistent with the presence of a substantial off-hole conductor located below this drillhole. and between 60m and 90m off-hole of RVD12 and RVD13.

RAV2 is located approximately 500m west of RAV5 and was identified following ironstone sampling along the basal contact of Unit 2 ultramafic. Geological mapping was consistent with a footwall embayment in the ultramafic underlain by quartzite, and dipping approximately 50° to the south. Rock chip sampling detected up to 600ppm Ni and 600ppm Cu, whereas Traka recently detected up to 0.5% Ni and 0.09% Cu from sampling in the same area. Gossan occurs associated with cumulate textured talc-carbonate schist and serpentinite over 500m of the footwall contact. One diamond drill hole (RB2) and one percussion drillhole (RB8) intersected the footwall contact of ultramafic with quartzite at shallow depth, although no anomalous results were determined.

A TEM survey is reported to have been undertaken 600m to the east of drillhole RB2, although the details of this exploration are not known. Drill collars associated with this phase of exploration are located close to the footwall contact at surface, such that most drillholes can have only tested the contact at very shallow depth.

A ground based magnetic survey was completed over the area of the proposed embayment, but no additional exploration is documented.

Traka re-sampled gossans, re-mapped the geblogy and completed an EM survey across the embayment. A moderate magnitude EM conductor was detected in the vicinity of previous survey. The absence of an EM anomaly associated with gossans in the embayment suggests that no massive sulphide mineralisation is present in that area. however.

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The RAV17 prospect was discovered based on auger soil sampling along the Unit 2 ultramafic. Up to 2830ppm nickel and 314ppm copper occurs in soils along a 500m length of the footwall contact. Sampling from two costeans gave 4.5m averaging 0.53% Ni and 0.05% Cu, and detected 2210ppm Ni and 360ppm Cu within a fine grained porphyritic unit. Infill auger sampling detected an anomalous zone over 35m with up to 0.78% Ni and 800ppm Cu coincident with an IP anomaly. Drillhole RB299 was completed to test this anomaly and intersected 1.5m @ 0.56% Ni at 14m depth, 14m above the footwall contact. Three shallow vertical percussion drillholes (R311A, R314 and R313) tested the contact 100m east of drill hole RB299. R311A intersected 4.5m @ 0.60% Ni from 7.5m depth and 4.5m @ 0.60% Ni and 0.02% Cu from 24m depth. Quartzite footwall was intersected at 28m. R314 was drilled beneath R311A and intersected weakly anomalous dolerite containing disseminated chalcopyrite. R313 was drilled beneath R314 but failed to reach the target zone.

Records indicate that additional drilling along the 500m strike of RAV17 was completed although no data has been recovered by Traka.

The RAV1 prospect was discovered in 1969. Detailed trenching, geological mapping, soil and gossan sampling, EM and IP geophysical surveys and drilling identified disseminated, matrix and breccia sulphide mineralisation adjacent to a south dipping footwall contact of olivine orthocumulate ultramafic (Figure 6). A resource estimate was prepared based on 35 diamond drillholes and 37 percussion drillholes.

Work between 1992 and 1994 included additional diamond drilling to validate the earlier exploration results. A polygonal resource was estimated utilising all of the available data. Specific work relating to the resource estimate included duplicate assaying, metallurgical testing, survey control and specific gravity (presumably bulk density) determinations. Resources were estimated at various cutoff grades for three zones; Central, Western and Eastern. RSG Global notes that a range of payable and deleterious elements, including PGE and arsenic, were not analysed. Some locally poor core recovery is also noted. RSG Global has reviewed the documentation relating to this resource estimate and considers, nevertheless, that the standard of work and resource estimation are generally consistent with classification as Inferred Resources under the JORC Code quidelines, and reportable as 673,000t averaging 1.0% Ni (0.5% Ni cutoff).

A ground based magnetic and EM survey, together with four diamond drillholes and DHEM was completed during 2002.

Drillholes RVD-1, RVD-2 and RVD-3 tested the RAV1 Extended zone along an interpreted southeast trending channel feature. Drillhole RVD-4 tested the RAV1 Extended zone a further 200m to the west. This drilling intersected significant low grade mineralisation, including 10.5m averaging 0.37% Ni (RVD2; 192m-202.5m) and 5.5m averaging 0.45% Ni (RVD-1, 190.8m-196.3m). DHEM surveying detected an off-hole conductor at the bottom of RVD-1 hole, and various in-hole conductors consistent with the observed disseminated and vein mineralisation. The EM survey tested the RAV1 East area and identified a midtime conductor 150m east of the area of existing drilling. The conductor is not closed off to the south, where power lines and buildings may affect the response.

Figure 6

RAVENSTHORPE NICKEL PROJECT - RAV 1 PROSPECT Exploration Summary

Traka reviewed the existing exploration data and identified two possible additional anomalies in the EM data. DHEM data from RVD1 shows an offhole conductor 50m above an inhole conductor at 197.07m, which Traka considers is inadequately explained. Surface EM over the western portion of RAV1 shows a weak, late time anomaly immediately to the west of the area of drilling.

Drilling at RAV1, therefore, shows evidence for disseminated mineralisation extending over more than 1km of strike, with possible extensions on the basis of EM survey data. A 400m section of the central portion of the prospect is drilled to only 80m depth, and drilling over significant portions of RAV1 Extended and RAV1 East is wide spaced and of irregular density. Immediately west of RAV1, a 600m long zone contains few drillholes, but includes up to 3.05m @ 1.27% Ni (R31/034).

The RAV4, RAV11 and RAV4 West prospects are located 1.5km north of RAV1 and are distributed over 2km of ultramafic footwall contact (Figure 7). This portion of the stratigraphy is interpreted as a fault offset of the Unit 2 ultramafic, and an extension of the RAV1 prospect. At RAV4, the sequence comprises a footwall quartzite overlain by orthocumulate ultramafic up to 13m thick. West towards RAV11, the single flow is interpreted to be replaced by spinifex textured komatiite, cumulate ultramafic units and interflow basalt and sediment. Immediately west of RAV11 a northeast trending Proterozoic dyke cuts the sequence. RAV4 West is a 800m length zone of siliceous caprock and gossanous float located to the west, and offset to the north, of RAV11 across a Proterozoic dyke.

RAVENSTHORPE NICKEL PROJECT - RAV 4 AND RAV 11 PROSPECTS Exploration Summary

The prospects were discovered following an airborne magnetic survey. Geological mapping and geochemical sampling detected nickel gossans at RAV4 and RAV4 West. which included up to 2.5% Ni. Wide spaced percussion and diamond drilling, costeaning and ground magnetics identified several nickel bearing intersections, although few results exceeded 1% Ni. Mineralisation comprises finely disseminated sulphide increasing in abundance toward the footwall contact of ultramafic, where sporadic massive sulphide was observed. The best single result was in diamond drillhole RB4W/4B, at RAV4 West, which intersected 3.49m averaging 2.78% Ni in matrix and breccia sulphide below 71m downhole depth. Drillhole 4W/7, collared 70m east of RB4W/4B, intersected 1.24m @ 1.72% Ni from 64m depth.

Between 1992 and 1994, the RAV4 data was re-assessed and additional diamond drilling completed to validate the earlier results. A polygonal resource was estimated utilising all of the available data. Specific work relating to the resource estimate included duplicate assaying, metallurgical testing, survey control and specific gravity (presumably bulk density) determinations. Issues were identified in survey data with regard to the earlier drilling, particularly regarding drillhole collar elevation, which were not all resolved. RSG Global notes that a range of payable and deleterious elements, including PGE and arsenic, were not analysed.

RSG Global has reviewed the documentation relating to this resource estimate and considers that the standard of work and resource estimation are generally consistent with the JORC Code. The RAV4 resource is considered therefore, reportable as an Inferred Resource comprising 835,000t averaging 0.7% Ni (at a 0.5% cutoff). No further work relating to RAV4 is documented.

Traka conducted reconnaissance geological mapping over the prospect and completed an EM survey over the RAV11 and RAV4 West prospect area. The survey failed to detect any conductors of significance, including the anomalous mineralisation intersected previously in drillholes RB4W/4B and 4W/7.

RAV16 is located 1.3km north of the RAV8 mine and is associated with thickened ultramafic within the hinge of a southeast plunging anticline. The prospect occurs within Unit 1 ultramafic, and overlies gneissic granite. RAV16 is coincident with a strong magnetic and geochemical anomaly, with rock chip samples of talc-carbonate and talctremolite ultramafic assaying up to 1.44% Ni, 1430ppm Cr and 980ppm Cu. Rock chip samples from costeans contain up to 1.6m averaging 0.86% Ni and 0.06% Cu. A single diamond drillhole (RB16/1) and one percussion drillhole (RB16/1) tested a portion of the anomaly but did not encounter significant mineralisation.

RAV10 is located 1km north of the JEM3 and JEM4 anomalies and refers to an area covering both the footwall and hangingwall contacts of south dipping Unit 1 ultramafic. This target area was detected during mapping and float sampling during 1971. Geochemical soil sampling and several phases of drilling were undertaken to evaluate the prospect. Seventeen vertical open percussion drillholes showed that the soil anomalies are associated with laterite, including up to 0.61% Ni. Subsequent exploration showed that the hanging wall sequence comprised four separate ultramafic units intercalated with foliated quartzite. Rock-chip samples containing up to 1.04% Ni, 0.09% Cu and 0.13% Cr were collected from the upper ultramafic units but no further exploration was completed.

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RAV12 and RAV13 were located following an airborne magnetic survey, geological mapping and gossan search. Gossans associated with tremolite-serpentinite ultramafic at RAV12 contain up to 0.67% Ni and 0.42% Cu. IP surveying indicated a chargeable zone on the footwall contact of ultramafic. Three shallow (<50m depth) percussion drill holes drilled at RAV 12 intersected barren disseminated and massive pyrite.

$1.4.2$ B1-Embayment

The B1-Embayment area comprises thick, south dipping ultramafic units that have not been directly correlated with ultramafic units in the Jerdacuttup Group.

The principal prospect is B1, which was discovered in the late 1960's following stream sediment sampling. Soil geochemical surveys failed to locate the source of the stream sediment anomaly, however auger sampling during 1972 identified an area of anomalous geochemistry, including up to 4630ppm nickel and 405ppm copper. Costeans sampling included 4.3m averaging 0.55% Ni and 405ppm Cu, and 4.6m averaging 0.42% Ni and 317ppm Cu. Both anomalous intersections occur within talc-carbonate rock 10m above a contact with jaspilite. Four diamond drillholes testing the anomalous costean intervals intersected up to 7.62m averaging 1.02% Ni and 1040ppm Cu (DB1/10, 21.34m to 28.96m) associated with disseminated sulphide (up to 70%) in talc-carbonate altered cumulate ultramafic. The attitude of mineralisation was unknown, such that drilling was directed in both east and west directions.

An IP survey over the B1 prospect located two anomalies, neither of which coincided with the identified mineralisation (Figure 8). The IP targets were not further evaluated.

Geological mapping completed during 2000 shows that mineralisation at B1 is associated with a 2km long, ultramafic cumulate body occurring within a 1km wide sequence of high magnesium basalt and komatiite. Chert, carbonaceous shale and quartzite are present within the sequence. Exposure is poor, and magnesite alteration results in limited discrimination between individual ultramafic units.

During 2003. Traka completed an EM survey over the main zone of known mineralisation at B1. Two anomalies were detected. The northern anomaly extends over 400m of strike and is coincident with a previously identified IP anomaly, and is open to the west over the Jerdacuttup River. The EM anomaly is modelled as a concordant, south dipping, conductor at shallow depth, and consistent with the response expected from a small massive sulphide body.

The second EM anomaly is located within the mafic-ultramafic sequence but close to the contact with sedimentary rocks of the Ravensthorpe Range sequence. This anomaly is open in all directions. Although the rock association is consistent with a possible carbonaceous shale source for the anomaly, additional evaluation of this prospect is considered warranted.

Geological Setting

The RAV14 prospect was identified based on airborne and ground based magnetic surveying that showed a flexure in the basal contact of the ultramafic unit. The komatiitic ultramafic unit is approximately 40m thick in this area, and overlies a south dipping quartzite unit. Gossans containing up to 2.5% Ni and 0.40% Cu were identified. Four costeans were excavated and three RC drillholes (RB277, 286 and 287) and one diamond drillhole completed testing 140m of strike. The RC drillholes intersected massive and disseminated sulphide, although the highest assay is 0.89% Ni. The diamond drillhole intersected 1.3m @ 1.0% Ni.

The Embayment prospect has received relatively limited exploration, characterised by thick vegetation occurring on the northeast slopes of the Ravensthorpe Range. In contract to most of the RNP, a blanket of pisolitic laterite is preserved over most of the area. On the basis of airborne magnetic data, ultramafic units within the Embayment are correlated with those in the B1 project area, however correlation with the Mt Short-Lake Chidnup area to the northwest is less certain.

A number of INPUT geophysical anomalies were identified as occurring within the Embayment area, although none are reported to have received ground evaluation. Gossans are reported as assaying up to 1.13% Ni, extending over 150m of strike, and located in ultramafic immediately above a low south dipping thrust contact with granitoid. Costeans were excavated over the gossan, however no further work is documented.

$1.4.3$ Mt Short-Lake Chidnup

The Mt Short-Lake Chidnup area comprises tenements covering the northern portion of the Ravensthorpe Range and extending northwest over cleared pastoral land. The terrain is characterised by gently undulating topography, with exposure limited to isolated creek margins displaying strongly weathered saprolite. On the flanks of the Ravensthorpe Range, a well developed laterite covers most of the area (Figure 9). Discontinuous ultramafic units have been interpreted throughout the area based on ground mapping and airborne magnetic data.

The area has been divided into two domains, the eastern Carlingup Terrane and the western Cocanarup Terrane, which converge around the postulated nose of a south The ultramafic sequence at Mt Short has been interpreted as plunging syncline. comprising a western, central and eastern ultramafic unit. The eastern and western units were correlated with Unit 1 in the Jerdacuttup area, which underlies the RAV8 deposit, and the central ultramafic correlated with Unit 3, located in the hangingwall sequence of the RAV8 mine.

Limited drilling was undertaken on a large dunite body, which is a prominent feature in airborne magnetic data. The facing of the body was not able to be determined due to structural complexity. A second dunite body was identified west of the Mt Short Gossan, however no significant exploration of the body was completed.

The Mt Short Gossan was discovered based on anomalous stream sediment sampling results in 1964. Geological mapping and airborne magnetic surveying was completed, and anomalies tested via wide spaced, shallow RAB and RC drilling and ground geophysics.

At the Kink anomaly, RAB drilling showed regolith to vary between 3m and 5m in thickness, and the base of oxidation to be between 9m and 28m below surface. Drilling confirmed the presence of steep dipping ultramafic and sedimentary rocks associated with significant volumes of granite.

Exploration reports indicate that a number of nickel and copper geochemical anomalies were identified, although Traka has not located the specific data associated with these anomalies. Eight anomalies are reportedly associated with the contacts of dunite bodies. Two anomalies are reported over the eastern ultramafic associated with violarite occurrences.

The Mt Short Gossan was discovered based on rock chip sampling assaying up to 0.7% Ni and 0.17% Cu. Nine RAB drillholes were completed, with a best result of 1.5m averaging 0.56% Ni (R308, 16.5m to 18m). Most holes intersected disseminated pyrite with minor violarite mineralisation. The gossan occurs adjacent to a granite contact, and subsequent exploration has attempted to resolve the extent to which the gossan is stoped by granite, or structurally displaced.

The area was explored for gold and base metal mineralisation between 1985 and 1989, with exploration based on regional INPUT geophysical surveying.

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Subsequent exploration included acquisition of orthophotography, geological mapping. airborne magnetic surveying, EM surveying and diamond drilling. The Mt Short Gossan (Kabeliou Prospect) was tested with 18 RAB drillholes and three diamond drillholes, targeting EM anomalies. RAB drillholes returned up to 9m averaging 0.6% Ni and 6m averaging 0.71% Ni. The EM survey did not display an anomaly associated with the main gossan but detected three anomalies within a 400m radius.

Drillhole MSD001 tested an eastern EM conductor and intersected sulphidic chert, at 187m, which is consistent with the anomaly. Drillholes MSD002 and MSD003 were targeted to test the limits of a 400m long conductor. MSD002 failed to reach the target basal contact, whereas MSD003 intersected multiple cumulate textured ultramafic lavers before entering a felsic volcanic unit. Selective sampling of the core returned a single anomalous intersection associated with disseminated sulphide of approximately 5m averaging 0.1% Ni. An EM anomaly immediately north of the main gossan was not drilled, and no further work was completed.

At the Galjoen Prospect, two diamond drillholes (MSD004 and MSD006) tested an EM MSD004 tested down dip of anomalous surface rock chip samples and anomalv. intersected Proterozoic dolerite and weakly mineralized ultramafic (0.2% to 0.3% Ni). MSD006 intersected black sulphidic shale and was stopped in a tremolite ultramafic unit.

At the Snoek Prospect, one diamond drill hole (MSD005) tested an EM anomaly and intersected sulphidic chert and black shale at the target.

Within the Lake Chidnup area, airborne magnetic data shows that magnetic features associated with ultramafic units at Mt Short extend north into the area. The area is extensively blanketed by thin soil developed upon mottled and pallid clays. The few rock exposures are of granitoid, suggesting that the prospective sequence is confined to a narrow corridor that may be as little as 500m wide.

Reconnaissance geological and geochemical surveys were carried out along the postulated trend of the ultramafic sequence. Wide spaced soil and auger soil geochemical sampling was undertaken over discreet magnetic features. Traka considers that the geochemical sampling was not effective, however, as the depth of cover is significantly greater than the shallow (1.5m) auger sampling. No further exploration is reported within the Lake Chidnup area.

$1.5$ Project Potential

The RNP comprises a dominant landholding for nickel exploration within a belt known to contain one economically viable resource, at RAV8, and numerous occurrences of massive and disseminated nickel that have been the subject of various degrees of exploration. Resources calculated for two of these occurrences, RAV1 and RAV4, are considered to satisfy current public reporting standards under the JORC Code as Inferred Resources, and indicate the presence of more than 12,000t of contained nickel.

Traka has re-interpreted the geology relating to the sequence hosting the bulk of the known mineralisation providing a significant improvement in understanding of the local structural geology. In particular, the proposal that the ultramafic units represent repetitions of the same stratigraphic unit provides a significantly enlarged opportunity for exploration within the 20km of strike extent that is currently known to be mineralised. Within this zone, Traka has access to projects ranging from identified geochemical or geophysical anomalies through to advanced exploration projects, with the opportunity to identify additional Mineral Resources. Traka also has significant areas where grass roots exploration is required, and over which detailed and regional scale magnetic and electrical geophysical data is already available.

In the Jerdacuttup area, previous exploration has concentrated almost exclusively, and successfully, on a particular ultramafic unit, Unit 2. Three other ultramafic units have received very limited exploration, in part because of the failure of previous explorers to understand the structural orientation of units. Unit 1 ultramafic, which is associated with nickel laterite mineralisation, may represent a flat lying sheet of ultramafic with an extensive area of basal ultramafic contact that is unexplored.

Traka has extended EM geophysical surveying at Jerdacuttup away from areas of known gossan, and has successfully identified anomalies that warrant further exploration, including new targets and extensions to existing anomalies. Evaluation by Traka also suggests the potential for massive sulphide shoots lying sub-horizontal within the sequence, potentially explaining the long strike length over which disseminated mineralisation is observed. Previous explorers may also have prematurely explained EM anomalies as reflecting barren sulphide within the footwall sedimentary sequences. Many of the EM anomalies were drilled only to shallow depth, providing Traka with significant potential for drilling down-dip of known mineralisation.

Traka also has an opportunity to better test many of the anomalies by drilling into the footwall sequence. Footwall mineralisation hosted by sedimentary and felsic volcanic rocks is now recognised in association with many deposits, including at Emily Ann and Maggie Hays in the Lake Johnstone Greenstone Belt and at RAV8, where Tectonic is mining massive sulphide that has been structurally displaced into the footwall sediment sequence.

RSG Global considers that the RNP represents a strategic tenement package for komatiite nickel exploration that is comparable with any in the Yilgarn Craton. Identified mineralisation in the Jerdacuttup area is consistent with the potential to discover economically viable mineralisation, both through new discoveries and through additional evaluation of known mineralisation. The Ravensthorpe Nickel Project is considered to have high potential for the discovery of significant komatilie nickel sulphide mineralisation.

$1.6$ Exploration Strategy and Budget

Traka has identified the Jerdacuttup Group of prospects as the highest priority for exploration, based on the occurrence of ultramafic hosted, nickel mineralisation. Traka has completed comprehensive EM surveying and regional mapping during 2003. Proposed work programs include selective geochemical soil sampling, geophysical surveying and RAB, RC and diamond drilling, largely targeted on the areas of newly identified EM anomalies associated with known mineralisation. RC and diamond drillholes will be subjected to DHEM surveying.

Traka also intends to continue developing its geological interpretation based on systematic exploration and re-capture of historic exploration data. Traka will compile these data using an accurate orthophoto base.

Within the less explored Embayment-B1 and Mt Short-Lake Chidnup areas, Traka intends to implement selective geochemical programs based on auger, aircore or RAB drilling depending on the topography and local regolith development. Geological mapping will be conducted as warranted. Anomalies will be considered for EM and IP geophysical programs, and the highest priority targets evaluated with RC and diamond drill programs.

RSG Global considers that the proposed exploration programs are consistent with the mineral potential and status of the project. Budgeted expenditure on the Ravensthorpe Nickel Project amounts to a total of \$780,000 and \$1,090,000 for Years 1 and 2 respectively, which is considered consistent with the project's potential, and is adequate to cover the costs of the proposed programs (Table 2). These allocations also significantly exceed the minimum annual statutory expenditure requirement of \$661,352 (including rent).

Table 2 Ravensthorpe Nickel Project Proposed Exploration Budget
Activity	Year 1 (AUD)	Year ₂ (AUD)
Geophysical Survey, acquisition & interpretation	\$100,000	\$100,000
RAB / Aircore Drilling	\$50,000	\$50,000
RC Drilling	\$200,000	\$300,000
Diamond Drilling	\$150,000	\$300,000
Assays	\$40,000	\$20,000
Wages, Salaries, Consultants	\$100,000	\$150,000
Field Costs, Vehicle Expenses	\$120,000	\$150,000
Tenement Acquisition, Maintenance	\$20,000	\$20,000
Legal, Admin (incl overheads)
Total	\$780,000	\$1.090.000

independent geologist's report - page 22

CAPRICORN PROJECT

$2.1$ Introduction

The Capricorn Project covers approximately 28km² and is located 38km southeast of the town of Newman, in the Pilbara Region of Western Australia (Figure 1). Newman services iron ore mining operations in the district and is connected by twice daily air services with Perth. Access to the project area from Newman is gained by travelling approximately 20km east from Newman along the Great Northern Highway and an unsealed mine service road and thence approximately 10km southeast by station and exploration tracks.

The climate is an arid tropical regime, comprising hot humid summers and mild, dry winters. The mean annual rainfall recorded at Newman is 360mm, occurring mainly in the summer months as thunderstorms and associated with tropical depressions. The mean maximum temperature ranges between 22°C during winter to 38°C during summer.

The topography of the project area is typified by low to moderate relief. The granite terrain is generally flat to gently undulating, with occasional ridges in the north and northeast of the project area, varying to locally rugged topography south of the area. The greenstone terrain varies from gently undulating, low relief hills to moderate relief hills and easttrending ridgelines.

Two ephemeral tributaries of the Fortescue River dominate the drainage system. The western portion of the project area is drained by the northwest Shovellana Creek, whereas the eastern portion area is characterised by north to east trending tributaries of Jimblebar Creek.

The project lies within the Sylvania Pastoral Lease. Vegetation is dominated by Spinifex grass and low scrub. Mulga and scattered coolabahs and eucalyptus occur in ephemeral drainages and isolated on ridges throughout the project area.

$2.2$ Tenement Status

The Capricorn Project comprises one granted Exploration Licence (E52/1176), which is 9 sub-blocks in area and which attracts an annual expenditure commitment of \$50,000. E52/1176 is the subject of a joint venture between Hampton Mining NL (75%; Hampton) and Metallica Pty Ltd (25%).

Traka has entered into a Joint Venture agreement with the Hampton whereby Traka can earn a 60% interest in the project via expenditure of \$1,000,000 over 4 years. Traka must spend a minimum of \$50,000 on exploration prior to withdrawal. The joint venture covers future tenement applications within a specified, wider zone of interest around the Capricorn Project.

$\overline{2}$

$2.3$ Geology

The project area is situated on the northern margin of the Sylvania Dome, which is an inlier of Archaean granite-greenstone of the Pilbara Craton within Archaean sedimentary and volcanic rocks of the Hamersley Basin. The majority of the inlier is comprised of homogenous to sheared and mylonitised granitoid surrounding subordinate greenstone sequences.

The area has been affected by at least two major periods of deformation. Archaean deformation is interpreted to have folded and thrust faulted the greenstone sequence during three phases of deformation. Metamorphism of the greenstones occurred predominantly under greenschist facies conditions, although locally under amphibolite facies conditions. Faults are present throughout the belt, some of which are associated with gold mineralisation or lead and barium mineralisation. The second major deformation was during the Palaeoproterozoic, and produced east trending shear zones and thrust faults.

The Capricorn Project is underlain by granite and granodiorite rocks hosting an east-west trending greenstone sequence, which is approximately 12km long and up to 2km wide. An east-west trending belt of late Archaean Fortescue Group volcanic rocks, representing the southern margin of the Hamersley Basin, overlies Archaean granitoid to the north of the project area.

The project area can be divided into three east-west zones:-

A northern zone consisting of felsic and minor quartz-chlorite schist, in faulted contact with sheared and mylonitic granitoid.
A central zone of metamorphosed ultramafic to mafic rocks, representing a deformed layered intrusive complex (Figure 10). Ultramafic units include dunite and pyroxenite layers, and are interpreted as separated by up to four layers of gabbro and diorite. The intrusion is interpreted as facing to the south, however the intrusion is disrupted by significant ductile and brittle deformation, including likely thrust duplication of portions of the intrusion. Structural disruptions are also evident as major discontinuities in trend of units internal to the complex.

The complex is the main focus of Traka's exploration and shows encouraging signs of copper, nickel and platinum group element (PGE) mineralisation associated with dunite, pyroxenite and anorthosite units. The northernmost dunite unit, possible representing the base of the intrusion, contains discontinuous magnetite layers.

The southern portion of the intrusion comprises metamorphosed conglomerate, $\blacksquare$ sandstone and siltstone units, preserved as quartz-feldspar-mica-chlorite schist, and localised amphibolite of uncertain origin. The contact between metagabbroic and metasedimentary rocks has been interpreted as a fault, the Cubana Fault.

At the Centipede Zinc Prospect, mineralisation comprises anomalous zinc, lead and barium hosted within sulphidic quartzite and recrystallised chert, and is locally associated with footwall zones of silicification overprinting quartz-biotite schist.

THUTH THIND

Exploration Summary

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$2.4$ Previous Exploration

$2.4.1$ Platinum Group Elements

Chromite was first mined at the Coobina Chromite Deposit, located approximately 29km east of the project area, in 1925 and intermittently since, mostly between 1992 and the present. Current production of 250,000t of concentrate annually takes place from a 10km long belt of chromite-bearing ultramafic rocks located within Archaean greenstone, similar to the Capricorn Project.

The Coobina area was explored intermittently for platinum and chrome mineralisation hosted by layered ultramafic rocks between 1983 and 1985, with limited success.

Between 1986 and 1989, exploration for gold, platinum and base metals was undertaken surrounding the Jimblebar gold prospect, located 10km east of Traka's project area, and at Mindoona Bore within the Capricorn Project. Gold, palladium and base metal anomalies were defined from stream sediment sampling in the Capricorn Project area, and follow up soil sampling identified a strong lead-zinc anomaly and weak palladium and platinum anomalies.

Between 1997 and 2000, an extensive exploration program was completed throughout the Sylvania Dome, including over Capricorn, comprising a 200m line spacing airborne magnetic and radiometric survey, geological mapping, stream sediment, rock chip and soil sampling, and diamond and RC drilling. Interpretation of magnetic data suggested that 9km of ultramafic complex prospective for nickel-copper-PGE mineralisation was present at Capricorn. Hampton identified the Millipede copper-nickel-PGE prospect, comprising a 5km long gabbroic layered complex, and collected gossanous rock chip samples anomalous in nickel, copper and PGE.

Four RC drillholes were completed at the Millipede Prospect based on geochemical data and gossanous exposures. Two of the drillholes penetrated over the top of the target zone and failed to detect mineralisation. Drillhole 97MLC.01 intersected 18m averaging 0.16% Ni. 0.14% Cu and 819ppm Cr in the oxidised zone (5m-23m) and 1m $@$ 610ppb Pt and 190ppb Pd in fresh rock (89m-90m) associated with disseminated pyrite, pyrrhotite and chalcopyrite. Drillhole 97MLC.03 intersected 10m averaging 0.28% Ni, 0.17% Cu and 718ppm Cr (17m-27m).

In 2003, an EM survey was completed covering 5km of strike within the gabbroic complex, including the Millipede PGE prospect. The resistive nature of the rock types and strong signal strength allowed excellent signal penetration, however the wide spaced nature of the survey lines limited detection to conductors of at least 200m strike.

The survey identified two significant anomalies. At Millipede, a bedrock conductor was detected 200m southwest of the anomalous drill results, but coincident with the contact between mafic and ultramafic units tested by drilling. A second anomaly of short strike length and high conductivity, which Traka interprets as typical of the response from a massive nickel sulphide body, was detected on line 201200mE in an area of limited exposure but potentially associated with the PGE anomalous horizon detected in soil geochemistry. Both anomalies have been modelled in terms of south dipping conductors, which is generally consistent with the local geology.

$2.4.2$ Base Metals

A LA LLA 199

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Exploration was completed over the Copper Knob area, approximately 10km east of the project area, between 1967 and 1978. Activities included the acquisition of aerial photography, airborne magnetic, EM, and radiometric surveying, rock chip sampling, geological mapping, geochemical sampling, ground based magnetic and EM surveys. costeaning and percussion drilling.

Between 1974 and 1978, lead and zinc mineralisation near Cubana Well was explored via geological mapping, ground based IP and magnetic surveying. The work identified a number of weak IP anomalies and minor barite-fluorite mineralisation, however no further expleration is documented prior to currender of the tenemente.

The Jimblebar Greenstone Belt was explored for base metals and gold between 1987 and 1993, including the Jimblebar, Cubana, Copper Knob and Mindoona Bore prospects. Reconnaissance mapping, stream sediment sampling, rock chip sampling, petrological studies and an airborne magnetic and radiometric survey were completed during 1988. Subsequently, soil sampling, detailed mapping and stream sediment and rock chip sampling were completed. Zones of high chargeability were identified from an IP survey at Mindoona Bore, one of which coincided with the primary lead-zinc geochemical anomaly. RC drilling at Mindoona Bore detected sulphide mineralisation, including 16m averaging 0.69% Zn, 0.13% Pb, 5.6g/t Ag and 29ppm Cd. Drilling included 179 RAB drillholes and 11 RC drillholes, mostly at the Copper Knob and Cubana prospects, testing geophysical and geochemical anomalies.

Three RC drillholes tested the east-west trending, south dipping, gossanous quartzite chert ridge at Mindoona, and all intersected broad widths of low grade zinc mineralisation. No subsequent exploration at Mindoona is documented, however.

Between 1993 and 1995, stream sediment sampling and a lag survey for gold mineralisation was completed over the Capricorn project area. A follow up soil sample survey was completed west of Mindoona, which defined an east west trending zone of moderate to strongly anomalous copper and gold over two kilometres of strike.

Soil sampling at the Centipede prospect (Mindoona Bore) outlined a 3km long zone anomalous in zinc, copper, lead and barium. Drilling intersected broad zones of low grade zinc mineralisation, ranging between 3m and 25m thickness, in all 9 RC drillholes. Anomalous intersections of mineralisation included 8m averaging 2% Zn, 0.26% Pb and 24ppm Ag (98CPC.03 from 92m, including 1m averaging 11% Zn, 1.6% Pb and 98ppm Ag from 93m), 32m averaging 0.49% Zn (00CPC14 from 8m). 8m averaging 0.75% Zn (00CPC11 from 28m), 16m averaging 0.5% Zn (00CPC14 from 96m) and 4m averaging 0.14% Ou (00CPC14 from 152m).

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$2.4.3$ Gold

Alluvial gold was first discovered in the Jimblebar Greenstone Belt in 1887 and the first reef gold was found at West End, about 3km west of Jimblebar, in 1892. The Jimblebar prospect was discovered in 1924. Gold mineralisation is associated with shear zones and altered mafic or ultramafic rocks spatially related to BIF. Between 1933 and 1934, a Perth syndicate carried out sampling of the Jimblebar and Sunny south lodes. Four diamond drillholes were completed to test the lodes at depth but no significant intersections were encountered. Mining activity ceased in the area in 1937, with a total production of 107kg of aold recorded to this time.

During the 1960's, diamond drilling was reported from the Sunny South prospect, although results of this drilling were not available to this report. Extensive gold exploration was undertaken in the Jimblebar and Sunny South mine areas between 1980 and 1985, with the best rock chip result from the 1981 programme of 11g/t Au.

$2.5$ Project Potential

The Capricorn Project includes a nickel-copper-PGE prospect, which has received limited previous exploration and which Traka identifies as the principal focus of its exploration, and a sediment-hosted zinc-lead prospect that has received relatively comprehensive previous exploration.

The layered intrusive complex at Capricorn includes at least one strike persistent, PGE anomalous horizon, which drilling shows is at least locally anomalous in chrome. Two high quality EM conductors have been identified coincident with this horizon. RSG Global notes, however, that the EM survey was most suitable for detection of massive sulphide conductors, rather than disseminated, low abundance PGE sulphide mineralisation. The identified conductors are considered, therefore, as having most potential for magmatic nickel-copper sulphide mineralisation. The lateral persistence of the PGE anomalous horizon, identified over more than 4km of strike, provides Traka with a significant opportunity for on-going PGE and nickel-copper sulphide exploration.

Traka also has an opportunity to explore other portions of the igneous complex for magmatic nickel-copper sulphide and PGE mineralisation. Soil data indicates that at least two ultramafic horizons are anomalous in nickel and copper, a lower dunite unit and a pyroxenite unit in the central portion of the intrusion. Thrust faulting is interpreted to have duplicated the basal dunite contact. Gossanous, discontinuous iron-titanium oxide rich layers were identified associated with basal dunite during the site visit conducted for this review. It was also clear during the site visit that the intrusion is strongly affected by structural deformation and that the distribution of mineralisation at a local scale may be complex.

The Capricorn Project also includes a sedimentary horizon that is anomalous in zinc, lead and barium. Traka considers this target as of secondary interest, however RSG Global considers that the prospects will benefit from good quality structural mapping and current electrical geophysical survey methods to better evaluate the mineral potential.

RSG Global considers that the Capricorn Project is a high quality PGE and nickel-copper sulphide exploration project. Traka has two high rank EM conductors available for immediate drilling. Previous soil surveys are reasonably comprehensive and provide Traka with a clear focus for on-going exploration for both nickel-copper sulphide and PGE. RSG Global considers that the Capricorn Project has good potential for the discovery of significant magmatic nickel-copper or PGE sulphide mineralisation.

$2.6$ Exploration Strategy and Budget

Traka intends to conduct drill testing of a number of the identified geochemical and geophysical targets. DHEM surveys will be completed on all drillholes. Encouraging results from this initial phase of exploration will lead to follow up drilling.

Traka intends to follow-up exploration on geochemical anomalies not previously investigated. Close spaced rock-chip sampling on a number of traverses combined with detailed mapping will be undertaken to accurately locate the source of soil geochemical anomaly. Success in this phase of the work program should allow definition of a target horizon for drill testing. Additional use of high resolution geochemical and geophysical surveys (IP and EM) will be extended into prospective zones.

RSG Global considers that the proposed exploration programs are consistent with the mineral potential and status of the project. Budgeted expenditure on the Capricorn Project amounts to a total of \$50,000 and \$200,000 for Years 1 and 2 respectively, which is considered consistent with the project's potential, and is adequate to cover the costs of the proposed programs (Table 3). These allocations are consistent with, or exceed, the minimum annual statutory expenditure requirement of \$50,838 (including rent).

Table 3 Capricorn Project Proposed Exploration Budget
Activity	Year 1 (AUD)	Year 2 (AUD)
Geophysical Survey, acquisition & interpretation	5,000	20,000
RAB / Aircore Drilling		10,000
RC Drilling	25,000	60,000
Diamond Drilling		10.000
Assays	5,000	15,000
Wages, Salaries, Consultants	5.000	50,000
Field Costs, Vehicle Expenses	5,000	15,000
Tenement Acquisition, Maintenance	1,000	5.000
Legal, Admin (including overheads)	4,000	15.000
Total	50.000	200.000

$\overline{3}$ RAVENSTHORPE GOLD PROJECT

$3.1$ Introduction

The Ravensthorpe Gold Project (RGP) comprises three tenements covering approximately 12 $km^2$ , and located between 4km and 6km north of Ravensthorpe (Figure 2). The area is accessed via a sealed shire road from Ravensthorpe and via property tracks, most of which are located along property fencelines. Whilst parts of the area are cleared pasture, a significant portion of the project area is thick wooded scrub.

$3.2$ Tenure

The RGP comprises one granted exploration licences (E74/176) and two Applications for Mining Lease (MLA74/156 and MLA74/157), which will replace E74/176 (Table 4). MLA74/156 and MLA74/157 were recommended for grant on 18 March, 2002.

			Table 4 Traka Resources
	Ravensthorpe Gold Project
	Tenement Schedule
Tenement	Grant or Application Date	Expiry Date	Area	Registered Holder	Expenditure Commitment (\$)	Rent (5)
E74/176	29/08/1995*	28/08/2000	8 sub-blocks	Red5 Limited	20.000	372
MLA74/156	16/08/2001		860 ha	Red5 Limited
MLA74/157	16/08/2001		287 ha	Red5 Limited

* E74/176 remains active until grant of the overlying mining lease applications

The tenements are covered, under the same agreement as the RNP tenements, by an option agreement between Traka and Red 5, which expires on 22 December, 2003. Traka can acquire a 100% interest in all tenements for consideration of \$350,000 in cash, or \$200,000 in cash plus fully issued shares in Traka equivalent to \$200,000. Sons of Gwalia Ltd retains an option agreement to exclusively explore for and mine tantalum mineralisation on E74/176, and within E74/152 and a portion of E74/144 within Traka's Ravensthorpe Nickel Project.

$3.3$ Geology

The area is characterised by a thin soil profile, although exposure is limited to small, isolated rock formations. The project area is composed of a northeast trending and west dipping sequence of basalt and dacitic rocks, locally referred to as the Annabelle Volcanics, intruded by the Manyutup Tonalite, to the south, and overlain by sediment and BIF, forming the Ravensthorpe Range. The sequence is intruded by numerous, north trending diorite and pegmatite dykes, which are interpreted as related to the Manyutup Tonalite.

All rocks in the area are metamorphosed to amphibolite facies. A zone of contact metamorphism surrounding the Manyutup Tonalite is characterised by silicification and zones of tourmaline, garnet and pyrrhotite dominated, sulphide alteration.

The area is cut by numerous northeast and north-northeast trending faults, many of which are intruded by dolerite. Previous regional interpretations are that the sequence occupies the southern limb of a northwest trending syncline. Whilst this interpretation may be justified, RSG Global considers that the structural fabric in the area is more likely dominated by a series of northwest trending, east verging thrust slices.

$3.3.1$ Mineralisation

Recorded production from the Western Group of mines totals 20,790t at an average grade of 25g/t Au for a total of approximately 17,250 ounces. Mines were worked primarily between 1901 and 1912, with a lessor period of mining between 1935 and 1937. Each of these mines was worked as shallow pits or underground stopes developed on narrow quartz veins and auriferous shears.

The majority of gold workings in the Western Group of mines are located within northeast trending shears (Figure 11). Several occurrences display different orientations, however, including a north trending zone of mineralization north of the Sirdar workings, northwest trending veins at Kooyaura, and stockwork veining hosted by granodiorite south of the Sirdar workings.

Auriferous quartz veins are associated with a coarse grained alteration assemblage comprising the minerals garnet, biotite, amphibole and sulphide. Gold mineralisation is not associated with significant copper or base metal mineralisation, however at Sirdar, shoots anomalous in copper and cobalt are developed at the intersection of east trending cross faults with north-northeast shears.

At the Harbour View and Harbour View North prospects, located at Kundip adjacent to Traka's RNP tenements, recent exploration results include 7m averaging 11.6g/t Au and 1.1% Cu from 35m, 6m averaging 9.72g/t Au, 1.14% Cu and 9g/t Ag from 56m, and 3m averaging 8.85g/t Au, 5.31% Cu and 21g/t Ag from 89m. The intersections are in the shallow oxide and transition zones above high grade copper-gold mineralisation of 18m averaging 11.4g/t Au and 3.2% Cu (drillhole KP007).

$3.4$ Previous Exploration

Modern exploration commenced in the Ravensthorpe area during the 1970's, when the RGB was explored for base metal mineralisation. Regional electrical (INPUT) geophysical and airborne magnetic surveys identified numerous anomalies, including a coincident INPUT and magnetic target at the Floater Mine. Surface geochemical surveys, costeaning and drilling confirmed the narrow (<3m) nature to mineralised structures.

Prepared September 2003 by RSG Global Pty Ltd for inclusion in a Prospectus for Traka Resources Limited.

RAVENSTHORPE GOLD PROJECT Exploration Summary

In 1984, a junior gold explorer consolidated tenements over the area of gold prospects and completed systematic geochemical surveys, geological mapping, airborne magnetic and ground based IP geophysical surveys, and 154 diamond drillholes for a total of 6,230m. The geochemical surveys outlined the known areas of mineralisation, however previously undocumented, low order east-west trending anomalies were also identified. Nine weak to moderate order chargeability anomalies were identified in IP surveying, including over the Sirdar Mine. Drilling programs were completed over most of the significant historic mines, including at Sirdar, Floater, Maori Queen, Maori Chief, Revival, Ellendale, Plantagenet and Kooyaura. The best results were recorded at Sirdar, although in most instances, high grade intersections could not be demonstrated as showing continuity.

The ground was acquired by prospectors in 1990 and optioned thereafter. Historic data was reassessed, sampling was completed over old workings, and geological mapping was reinterpreted.

In 1993, 15 RC drillholes were completed at the Sirdar Mine area, although the results did not significantly improve on previous exploration.

In 1995, LandsatTM and SPOT satellite imagery over the area was interpreted, resulting in the identification of anomalies indicative of iron oxide-kaolin-silica alteration.

In 1996, exploration commenced for tantalum. The Cattlin Creek Tantalum deposit was identified, and an Inferred Resource comprising 168,000 tonnes averaging 540ppm $1a_2O_5$ was identified. This deposit is now not included within the Traka project area following the execution of an option agreement granting the rights to tantalum on E74/176 to SOG.

The tenements were purchased from Homestake in 2001. A stream sediment survey was undertaken and low order gold and copper anomalies identified. A reassessment of the Sirdar Mine followed, including soil sampling over an untested IP anomaly. A coincident gold copper anomaly was identified, but no subsequent exploration reported.

$3.5$ Prospects

$3.5.1$ Sirdar

The Sirdar Mine was developed to approximately 28m below surface on a quartz veined shear up to 0.9m thick. The shear displays an east-west strike and dips 65° south. Approximately 20m south of Sirdar, a stockwork of quartz veins in diorite was mined via surface pitting.

Surface geochemical data defines an anomaly of greater than 15ppb Au, relative to a background of 5ppb Au, coincident with the main northeast-trending line of workings. Few workings are developed over a series of second order, east-west trending geochemical anomalies, however. The IP geophysical survey identified a zone of moderate chargeablity over 500m of strike, broadly coincident with the northeast-trending zone of diorite-hosted mineralisation.

RC drilling was completed over approximately 120m of the structure, with the majority of the holes oriented with northeast azimuth (Table 5).

In 2001, a gold resource was publicly reported for Sirdar. Traka has chosen not to restate this estimate, however, regarding the estimation as not of sufficient quality to satisfy public reporting standards as required by the JORC Code.

The IP surveys successfully detected the north-northwest trending shear that hosts mineralisation, providing a coherent target to be tested in association with surface geochemistry. The east-west quartz vein mineralisation would not have been detected by this survey, however, because of the parallel orientation with respect to the IP survey lines. Surface geochemistry shows the Sirdar anomaly as extending for over 200m in length in an east west direction, beyond the area of historic mining or more recent drilling.

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Table 5 Sirdar Prospect Significant Drill Intersections
Drillhole	Northing (metres local grid)	From (metres)	Т٥ (metres)	Interval (metres)	Assay $(g/t \, Au)$
RR138		27	30	3	4.79
SRC002		35	42		10.0
SRC003		70	72	2	14.6
SRC012		12	16	4	1.28
RR0136		23	25	$\overline{2}$	15.4
SRC013		42	44	2	1.59

$3.5.2$ North Grafter Prospect (F3 Anomaly)

The F3 Anomaly comprises a coincident IP and geochemical anomaly overlying a northeast trending zone that includes the North Grafter Prospect. An incoherent soil anomaly of greater than 15ppb, based on 20m sample spacing on 100m survey lines, was identified. Re-sampling of the anomaly at 50m x 40m spacing outlined a more coherent anomaly of greater than 10ppb, with a maximum of 39.5ppb Au, over 3 survey lines. Assaying was limited to the elements gold, arsenic, copper, lead and zinc.

$3.5.3$ Grafter and Bullrush (J1 Anomaly)

The J1 anomaly is a northeast trending, 900m long IP anomaly that includes the Bullrush workings at its southern extent, and the Grafter workings at its northern extent. Soil sampling defines a coherent anomaly including peak values greater than 100ppb Au within background values of 5ppb.

The Grafter workings were developed to 20m depth on three 0.3 to 1.2m wide, quartz veins. Mineralisation is reported as native gold, with iron oxide and copper carbonates developed in response to weathering of sulphide minerals.

$3.5.4$ Maori Chief and Maori Queen Line

The Maori Chief and Maori Queen line of workings were developed over an 800m, northeast trending zone. Geochemical data outlines an anomaly at the 15ppb Au level, with peak values greater than 100ppb Au. A number of east-west trending anomalies are evident, as is observed at Sirdar.

The Maori Queen Mine was the second largest producer in the Western Group and was worked from 3 shafts over 90m of strike. The northern shaft was 55m deep, and accessed a 0.9m to 2.3m wide quartz vein. The southern part of the mine was accessed via a 73m deep underlay shaft and was developed on a quartz vein with 75° west dip.

A total of 32 drillholes was completed over 550m strike along the Maori Chief and Maori Queen workings. The drill holes tested the most prominent geochemical anomalies, and for extensions of mineralisation around workings (Table 6). Drilling at Maori Chief identified a 150m long zone characterised by silicification, quartz veining, and pyrite and magnetite mineralisation, possibly on the contact between diorite and dolerite. Significant gold mineralisation was detected over more than 100m of the structure.

Drilling up to 50m south of the workings also detected significant mineralisation, including up to 2m averaging 19.5g/t Au (RR119, 24m-26m). A number of significant intersections were detected over the 550m strike tested by drilling that do not correlate directly with the main structure, suggesting the potential for identifying mineralisation on subsidiary veins that was not identified during historic mining.

	Table 6
			Maori Queen and Maori Chief Prospects
			Significant Drill Intersections
Drillhole	Northing (metres local grid)	From (metres)	Τo (metres)	Interval (metres)	Assay $(0 # \text{Ai})$
RR118	12,960	0	4	4	2.6
RR60	12,950	27	34		4.6
including		28	29		16.6
RR119	12,940	24	26	2	19.5
RR17	12,925		8		6.7
RR18	12.900	22	23	2	2.6
RR38	12,800	$\theta$ $\sim$ $ \sim$	$\overline{4}$		2:4
RR39	12,800	19	24	5	4.4
including		22	23		13.0
RR68	12,700	15	18		8.9
RR36	12,600	17	22	5	2.7

$3.5.5$ Ellendale, Revival and Parramatta Line

The Ellendale, Revival and Parramatta workings occur within a 1600m, northeast trending zone defined by a line of discrete geochemical and IP anomalies. The Parramatta Prospect consists only of shallow pits and costeans, although significant production is recorded from the Revival and Ellendale workings. The Ellendale Mine was developed on a continuous quartz reef over a strike length of 400m via numerous pits, shafts and stopes. The recorded production was 90t at 22g/t Au but the absence of any rock dumps indicates that the production may have been considerably more. The quartz lode at Ellendale is described as dipping 75° west.

Limited shallow drilling was completed near the Ellendale (ten drillholes to 40m depth) and Revival (eight drillholes to 40m depth) workings. The drillholes primarily targeted peak geochemical anomalies, and produced a number of low grade intersections, including 6m averaging 1.4g/t Au at a vertical depth of 18m, adjacent to a stope, in RR45.

$3.6$ Project Potential

न कर कर किया है कि इस की समाप्त कर कर कर कर कर कर कर कर कर कर कर कर कर

The RGP is characterised by narrow, high grade shear and quartz vein mineralisation associated with a conspicuous alteration mineralogy. Surface soil geochemistry shows a consistent response, outlining continuous zones above a threshold of approximately 15ppb, over long lengths of strike. The geochemical anomalies are coincident with IP and chargeability anomalies, which can be interpreted as consistent with disseminated sulphide and quartz vein styles of mineralisation.

Secondary east-west trending geochemical anomalies have not been widely tested by previous exploration, however, despite positive results based on detailed drilling at the Sirdar prospect.

The presence of coincident geochemical and geophysical anomalies provides Traka with an effective targeting tool for exploration of the northeast trending, long length structures. Traka also intends to focus exploration on east-west geochemical anomalies, and particularly on intersections of structure with differing orientation.

The RGP contains well defined, long strike length shear structures that display anomalous geochemistry over significant distance. Historic mining and recent exploration was generally limited to mineralisation that was oxidised, and has not significantly tested the structures at depth. Previous mining has not demonstrated significant continuity of grade and mineralisation within the structures, however,

RSG Global considers that the RGP has moderate potential for the discovery of a significant gold resource. Successful, focussed exploration by Traka has the potential to provide a return on investment more rapidly than its nickel targets, although this potential will be dependent on the depth to mineralisation if Traka discovers mineralisation amenable only to underground mining methods.

Exploration Program and Budget. $3.7$

Traka intends to explore the RGP via a combination of surface geochemical and geophysical exploring aimed at systematic evaluation of the existing data followed by a combination of RC and diamond drilling. A component of diamond drilling is considered critical to successful exploration by providing an understanding of the orientation of mineralisation and structures at depth. RSG Global considers that exploration could benefit significantly from undertaking a detailed structural interpretation of airborne geophysical data, assisted by field observations.

RSG Global considers that the proposed exploration programs are consistent with the mineral potential and status of the project. Budgeted expenditure on the RGP amounts to a total of \$150,000 and \$200,000 for Years 1 and 2 respectively, which is considered consistent with the project's potential, and is adequate to cover the costs of the proposed programs (Table 7). These allocations also significantly exceed the minimum annual statutory expenditure requirement of \$20,372 (including rent).

Table 7 Ravensthorpe Gold Project Proposed Exploration Budget
Activity	Year 1 (AUD)	Year 2 (AUD)
Geophysical Survey, acquisition & interpretation	\$20,000
RAB / Aircore Drilling
RC Drilling	\$10,000	\$90,000
Diamond Drilling	\$10,000	\$25,000
Assays	\$20,000	\$10,000
Wages, Salaries, Consultants	\$50,000	\$30,000
Field Costs, Vehicle Expenses	\$10,000	\$10,000
Tenement Acquisition, Maintenance	\$5,000	\$5,000
Legal, Admin (incl overheads)	\$25,000	\$30,000
Total	\$150,000	\$200,000

GLOSSARY OF TECHNICAL TERMS

amphibolite	A metamorphic crystalline rock consisting mainly of amphibole and piagiociase.
amphibolite facies	Conditions of moderate to high temperature (450 $\degree$ C to 700 $\degree$ C) during regional metamorphism
andesite	An intermediate to mafic volcanic rock composed essentially of andesine plagioclase and one or more of the minerals olivine, pyroxene, and iron and titanium oxide.
anomaly	Value significantly higher or lower than the expected or norm.
anorthosite	A plutonic rock comprised almost entirely of calcium-rich plagioclase feldspar (labradorite)
anticline	A fold in rocks in which strata dip in opposite directions away from the central axis
Archaean	The oldest rocks of the Precambrian era, older than about 2,500 million years before the present.
auger sampling	Shallow subsurface sampling (usually less than 5m) using a blade drill bit and auger shaft to return the sample to surface
auriferous	Gold bearing
banded iron formation	A rock consisting essentially of iron oxides and cherty silica, and possessing a marked banded appearance
barite	A sulphate of barium, $BaSO4$
basalt	A dark, fine-grained volcanic rock of low silica (<55%) and high iron and magnesium composition, composed primarily of plagioclase and pyroxene.
biotite	A dark brown to green, magnesium-iron mica commonly found in igneous and metamorphic rocks.
carbonate	Rock of sedimentary or hydrothermal origin, composed primarily of calcium, magnesium or iron and CO ₃ . Essential component of limestones and marbles.
chalcopyrite	A copper-iron sulphide mineral of economic interest, $CuFeS2$ .
chert	Fine grained sedimentary rock composed of cryptocrystalline silica.
chlorite	A green coloured hydrated aluminium-iron-magnesium silicate mineral (mica) common in metamorphic rocks.
conglomerate	A rock type composed predominantly of rounded pebbles, cobbles or boulders deposited by the action of water.
costean	A trench excavated to expose an orebody or structure during exploration.
craton	A relatively large and stable block of the earth's crust.
dextral	Lateral movement on a fault, whereby the far-side block has moved right, relative to the near-side.
diamond drilling	Method of obtaining cylindrical core of rock by drilling with a diamond set or diamond impregnated bit.
diorite	The coarse-grained plutonic equivalent of an andesite.
dip	The angle at which a rock stratum or structure is inclined from the norizontal.
disseminated	Said of particles distributed finely and evenly throughout a matrix.
dolerite	A medium grained basic intrusive rock composed mostly of the minerals pyroxene and sodium-calcium feicspar.

TELA ARAL AT AT TELAH DIARAN SERIPA DENGAN DAN BAHAWAN DENGAN BERMUDIAN DAN DAN BERMUDIAN DENGAN DENGAN BERMUD

dunite	A peridotite consisting almost wholly of the mineral olivine.
dyke	A tabular body of intrusive igneous rock, crosscutting the host strata.
facing	Indicator of the vertical upwards direction during deposition of a rock, commonly applied to layered sedimentary or igneous rocks that contain indicators of way- up such as graded bedding, cross bedding, or scouring of contacts.
feldspar	A group of calcium-sodium-potassium-aluminium silicate rock forming minerals.
fluorite	A natural calcium fluoride, CaF ₂ , weakly radioactive.
footwall	The mass of rock beneath a fault, vein or zone of mineralisation.
g/t	Grammes per tonne, a standard mass unit for demonstrating the concentration of an element, commonly gold, within a rock.
gabbro	A fine to coarse grained, dark coloured, igneous rock composed mainly of calcic plagioclase, clinopyroxene, magnetite and ilmenite, and sometimes olivine.
gneiss	A coarse grained, banded, felsic high-grade metamorphic rock.
gossans	A ferruginous deposit remaining after the oxidation of the original sulphide minerals in a vein or ore zone.
granitoid	A general term to describe coarse grained felsic intrusive igneous rocks, resembling granite.
granodiorite	A plutonic igneous consisting of abundant quartz and plagioclase with biotite. hornblende or pyroxene as mafic components.
greenschist facies	A classification of the metamorphic grade of a rock, diagnostically defined by the metamorphic formation of chlorite at generally lower pressures and temperatures.
Inferred Resource	As defined in the JORC Code, "that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes which may be limited or of uncertain quality and reliability".
IP surveying	Induced Polarisation survey, an electrical geophysical method used to detect buried deposits formed by disseminated sulphide minerals.
komatiite	Magnesium-rich mafic to ultramafic extrusive rock.
mafic	Pertaining to, or composed dominantly of, the dark coloured ferromagnesian rock forming silicates.
magnetite	A naturally occurring oxide of iron ( $Fe3O4$ ) which produces a strong magnetic response.
Mesoproterozoic	The period of Earth evolution between 1,600 million years and 1,000 million years ago.
metamorphism	The process of altering a rock by temperature and/or pressure.
mica	A foliated, metamorphic rock containing abundant mica.
mineral resource	A concentration or occurrence of material of intrinsic economic interest in, or on, the Earth's crust in such form and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.
nickel laterite	Nickel ore hosted within the laterite profile, usually derived from the weathering of olivine-rich ultramafic rocks.

orogen	A deformation and/or magmatic event in the earth's crust, usually in response to collision between tectonic plates.
Palaeoproterozoio	The period of the Earth enclution between 2,500 million years and 1,800 million years ago.
percussion drilling	A drilling method which uses a percussive hammer on a set of drill rods to drill a hole, using compressed air to power the hammer and remove anii cuttings.
petrological studies	The science of the description and systematic c'assification of rocks and minerals with the aid of a microscope.
pisolitic	Describes the prevalence of rounded manganese, iron or alumina-rich chemical concretions, frequently comprising the upper portions of a laterite profile.
ppp	Parts per billion; a measure of low level concentration.
Proterozoic	An era of geological time within the Precambrian, spanning the period from 2,500 million years to 545 million years before present.
pyrite	A sulphide mineral of iron, $FeS2$ .
pyroxenite	A coarse grained mafic igneous intrusive rock composed primarily of the mineral pyroxene.
pyrrhotite	An iron sulphide mineral, FeS.
quartz	A mineral composed of silicon dioxide, SiO ₂ .
quartzite	A sandstone that has been metamorphosed or indurated by the recrystallisation of silica.
RAB drilling	A type of open-hole air blast drilling (Rotary Air Blast).
radiometric survey	A geophysical survey measuring the radiation emitted by various radioactive elements.
RC drilling	Drilling method employing a repeated hammering action on a drill bit which yields sample particles which is delivered to the surface inside the rod string by compressed air.
sandstone	A sedimentary rock composed of cemented or compacted detrital minerals, principally quartz grains.
schist	A micaceous crystalline metamorphic rock having a foliated or parallel structure due to the recrystallisation of the constituent minerals.
shale	A fine grained, laminated sedimentary rock formed from clay, mud and silt.
siltstone	A rock intermediate in character between a shale and a sandstone. Composed of silt sized grains.
stratigraphy	Composition, sequence and correlation of stratified rocks.
stream sediment sampling	Bulk or sieved sample of sand or silt collected from an active or ephemeral stream-bed and analysed as representative of the area drained by the stream.
talc	A hydrous magnesium silicate, usually formed due to weathering of magnesium silicate rocks.
thrust fault	Reverse fault, defined as a fault on which the principal movement is top block over the bottom block, with a low angle of dip on the fault plane.
transfer fault	Usually steep dipping fault that allows movement between adjacent fault terrains during horizontal compressive deformation
ultramafic	Referring to an igneous rock in which more than 90% of the minerals are ferromagnesium minerals, with only trace quartz and feldspar.

捕熊

AW. WW.

WM MUIL H

TANNING THE REAL

era and parties and

BIBLIOGRAPHY 5

Traka has acquired an extensive library of past exploration reports relating to the Ravensthorpe tenements. Given the extensive nature of these reports, RSG Global has chosen not include an extensive reference list, but to include general references that may lead a researcher to additional information of interest and relevance to the project.

Davies G. 2002 Information Memorandum Ravensthorpe District. Greenstone Resources NL

Bannister, W.E. 1994a Ravensthorpe Nickel Project Mining Lease 74/82: A reinterpretation and resource calculation of Prospect 1 following the December 1993 Drilling Programme, Ravensthorpe. Western Australia. Outokumpu Exploration Australia Pty Limited unpublished company report.

Bannister, W.E. 1994b Ravensthorpe Nickel Project Mining Lease 74/72: A reinterpretation and resource calculation of Prospect 4 following the December 1993 Drilling Programme, Outokumpu Exploration Australia Pty Limited Ravensthorpe, Western Australia. unpublished company report.

Newexco Services Pty Ltd 2003 Hampton Hill Mining NL Mindoona Moving Loop TEM Survey E52/1176. Newexco Services Pty Ltd unpublished company report.

Boddington, T 1998 E52/1176 Exploration Progress Report for the period June 1997– December 1998, Robertson 1:250,000 geological sheet, Pilbara Region, Western Australia. Hampton Hill Mining NL unpublished company report

Forte, W 2001 Mindoona Project E52/1176, Annual Technical Report for the period 04/06/00-03/06/01, Robertson 1:250,000 geological sheet, Pilbara Region, Western Australia. Hampton Hill Mining NL unpublished company report

Anonymous, 1954 List of cancelled Gold Mining Leases. Department of Mines Report

Haddington International Resources Limited 2002 Quarterly Report to Australian Stock Exchange, March 2002

Consolidated Minerals Limited, http://www.consminerals.com.au/

BHP Billiton, www.bhpbilliton.com

Lionore Australia (Nickel) Limited, http://www.lionore.com/australia

Western Areas NL, http://westernareas.com.au

10 October 2003

Horwath Perth

$48\times 13$ $#12$ 308.092 Surember of Maryath Stemational 28 Hav Street Subjaco WA 6508 PO Box 700 West Perth WA 6872 Email: [email protected] Telephone (08) 9380 8400 Dividendo CRI 1938, Arren

The Directors Traka Resources Limited Level 1, 43 Ventnor Avenue WEST PERTH WA 6005

Dear Sirs

INVESTIGATING ACCOUNTANT'S REPORT

$1.$ Introduction

This report has been prepared at the request of the directors of Traka Resources Limited ("Traka") for inclusion in a Prospectus dated on or about 21 October 2003 inviting participation in the issue by Traka of 20,000,000 ordinary fully paid shares at an issue price of S0.20 each to raise up to \$4.000,000.

All amounts are expressed in Australian Dollars unless otherwise stated.

$2.$ Background

The company was incorporated on 8 January 2003 as Traka Resources Limited. Since incorporation and up to 10 October 2003 the company has issued 11,700,000 shares and 2,000,000 options to raise \$560.410. These funds have been utilised to acquire, explore and evaluate mineral tenements, purchase fixed assets, assist with the issue of this Prospectus and to cover the operating costs of the company.

$3.$ Capital Structure

This Prospectus is offering 20,000,000 fully paid ordinary shares in Traka at an issue price of S0.20 each, to raise up to \$4,000,000. As at 30 June 2003 the shareholding of the company was as follows:

Shareholders at 30 June 2003	Number of Shares	$\frac{6}{6}$
Subscriber / Seed Capital	-8.100.000	ി വെ വ
TOTAL.	-8.100.000	100.0

At a general meeting to be held on 10 October 2003 the shareholders of Traka approved the issue of 2.000.000 options with an exercise price of \$0.35 and an expiry date of 10 October 2008 to the Managing Director.

Since 30 June 2003 the company has issued 3,600,000 shares to seed investors at an issue price of \$0.10 to raise \$360,000 for further exploration of the Ravensthorpe Nickel Project and to meet the costs of the proposed listing of the company.

As a result of the approval of the above issue of options, the raising of additional seed capital and the successful completion of the issue, the capital structure and ownership of Traka will be as follows:

Shareholders	Number of Shares	$\frac{0}{0}$	Number of Options	$\frac{0}{2}$
Subscriber / Seed	11,700,000	37.0	$\overline{\phantom{0}}$
Director		$\overline{\phantom{a}}$	2.000,000	100.0
Public	20,000,000	63.0	$\overline{\phantom{a}}$
TOTAL	31,700,000	100.0	2,000,000	100.0

As per note 11 of Appendix 3, the company has entered into an agreement to acquire the Ravensthorpe Nickel Project from Red 5 Limited. The Company's commitment is either \$350,000 cash or \$200,000 cash and \$200,000 worth of ordinary shares in the Company. It is the intention of the Company to pay the full cash amount, however it should be noted that there is a possibility that the above mentioned shares may be issued prior to the public offering.

$4.$ Basis of Preparation

This report has been included in this Prospectus to assist investors and their financial advisers to make an assessment of the financial position and performance of Traka. This report does not address the rights attaching to the shares to be issued in accordance with this Prospectus, nor the risks associated with the investment.

The Directors of Traka have requested Horwath Securities (WA) Pty Ltd ("Horwath") to prepare an Investigating Accountant's Report for inclusion in this Prospectus dealing with the following financial and other information:

the audited results of Traka for the period ended 30 June 2003; $(i)$
the audited statement of financial position of Traka as at 30 June 2003; and $(ii)$
the proforma statement of financial position of Traka as at 30 June 2003 adjusted to $(iii)$ include funds to be raised by the Prospectus and the completion of the transactions referred to in Note 2 of Appendix 3.

5. Scope of Review

Our review has been conducted in accordance with Auditing Standard AUS 902 "Review of Financial Reports". Our review was limited primarily to enquiries of company personnel, review of the historical and proforma financial information, analytical procedures applied to financial data, performance of certain limited verification procedures and comparison of consistency in application of accounting standards and policies.

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.

6. Statement

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the financial information as set out in Appendix 1.2 and 3 does not present fairly:

i) the results of Traka for the period ended 30 June 2003:
ii) the statement of financial position of Traka as at 30 June 2003; and
iii) the proforma statement of financial position of Traka as at 50 June 2003 adjusted to include funds to be raised by the Prospectus and the completion of the transactions referred to in Note 2 of Appendix 3,

in accordance with the accounting methodology required by applicable Australian Accounting Standards, Urgent Issues Group Consensus Views and the accounting policies adopted by Traka as described in Note 1 and on the basis of the assumptions and transactions set out in Appendix 3.

7. Subsequent Events

Other than the matters referred to in Note 9 to Appendix 3, there have been no material items. transactions, or events subsequent to 30 June 2003 which relate to conditions existing at that balance date which require comment or adjustment to the figures in this report.

To the best of our knowledge and belief, there have been no material items, transactions or events subsequent to 30 June 2003 which, although they do not relate to conditions existing at that date, would cause reliance on the figures in this report to be misleading.

8. Declarations

(a) Horwath will be paid a fee of S5,000 based upon normal charge rates and professional time incurred in the compilation of information and the preparation of this report. The involvement of Horwath in the preparation of this Prospectus is limited to the preparation of this report, other than that Horwath Perth, a partnership of which Mr Glyn O'Brien is a partner, is the auditor of Traka and provided an independent valuation report in relation to options issued;
(b) Horwath was not involved in any other aspect of this Prospectus and did not authorise or cause the issue of any other part of this Prospectus and we have only issued our consent in respect of the inclusion of this report in this Prospectus;
(c) The author of this report does not have any interest in Traka or the shares offered by this Prospectus:
(d) The giving of our consent for the inclusion of this report in this Prospectus should not be taken as an endorsement of Traka or a recommendation by Horwath of any participation in the offer by any intending investors:
(e) The author of this report gives no assurance or guarantee whatsoever in respect of the future success of or financial returns associated with the subscription for shares being offered pursuant to this Prospectus: and

(f) This report should be read as a whole and no part of it quoted, otherwise referred to, or produced without prior written consent of Horwath.

Yours faithfully

HORWATH SECURITIES (WA) PTY LTD

HORWATH SECURITIES (WA) PRY LTD

$G_{\text{max}}\bigcirc_{\text{SPer}}$

GLYN O'BRIEN Director

APPENDIX1 Traka Resources Limited Statement of Financial Performance For the Period Ended 30 June 2003

Martinit

HEIDELING TEN BEI EINE

	Note	Audited 30 June 2003 Consolidated S	30 June 2003 Proforma \$
Revenue from ordinary activities		1.416	1,416
Employee benefits expense Exploration and evaluation expenditure Expenses from ordinary activities	6	(3,234) (147, 942) (25,609)	(3,234) (497, 942) (25,609)
(Loss) from ordinary activities before income tax expense		(175, 369)	(525, 369)
Income tax expense relating to ordinary activities
(Loss) from ordinary activities after related income tax expense		(175, 369)	(525, 369)
NET (LOSS)		(175, 369)	(525, 369)

To be read in conjunction with Appendix 3

am sesent utan tersebut kapan dalam bahasa dan bahasa tersebut kalih dalam berasa dan bahasa tersebut dan baha

ralist at the basic company of the company of the company of the company of the company of the company of the c
In the company of the company of the company of the company of the company of the company of the company of th

APPENDIX2 Traka Resources Limited Statement of Financial Position As at 30 June 2003

$\omega_{\rm c}$ as

	Note	Audited 30 June 2003 Consolidated S	30 June 2003 Proforma S
CURRENT ASSETS
Cash Receivables	$\mathfrak{Z}$ $\overline{4}$	64,541 11,735	3,664,541 11,735
TOTAL CURRENT ASSETS		76,276	3,676,276
NON-CURRENT ASSETS
Property, plant and equipment	5	4,521	4,521
TOTAL NON-CURRENT ASSETS		4,521	4,521
TOTAL ASSETS		80,797	3,680,797
CURRENT LIABILITIES
Payables	$\boldsymbol{7}$	55,756	55,756
TOTAL CURRENT LIABILITIES		55,756	55,756
TOTAL LIABILITIES		55,756	55,756
NET ASSETS		25,041	3,625,041
EQUITY
Contributed equity Accumulated profits/(losses)	$8\,$	200,410 (175, 369)	4,150,410 (525, 369)
TOTAL EQUITY		25,041	3,625,041

To be read in conjunction with Appendix 3

APPENDIX3 Traka Resources Limited Notes to the Statement of Financial Position and Statement of Financial Performance

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES $\mathbf{1}$

$(a)$ Basis of Accounting

The statement of financial position and statement of financial performance (collectively referred to as the "financial statements) have been prepared in accordance with applicable Accounting Standards and Urgent Issues Group Consensus Views. The disclosure requirements of applicable Accounting Standards have only been applied as considered relevant and appropriate.

The financial statements have also been prepared on the basis of historic cost and do not take into account changing money values or current values of non-current assets.

Cost is based on the fair values of the consideration given in exchange for assets. The accounting policies have been consistently applied, unless otherwise stated.

Exploration and Evaluation Expenditure $(b)$

Expenditure incurred during exploration and the early stages of evaluation of new areas of interest is written off as incurred.

Where the Directors decide to progress the development in an area of interest all further expenditure incurred relating to the area will be capitalised.

Projects are advanced to development status and classified as mining properties when it is expected that future expenditure can be recouped through sale or successful development and exploitation of the area of interest. Such expenditure is carried forward up to commencement of production at which time it is amortised over the life of the economically recoverable reserves.

All projects are subject to detailed review on an annual basis and accumulated costs written off to the extent that they will not be recoverable in the future.

Rehabilitation costs relating to mining activities are provided for from commencement of production of a unit-of-production basis. Estimates of future costs are reassessed at least annually and any changes in estimated costs of rehabilitation are dealt with prospectively over the remaining life of the mine.

Income Tax $(c)$

The company adopts the liability method of tax-effect accounting whereby the income tax expense shown in the statement of financial performance is based on the operating profit before income tax adjusted for any permanent differences.

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of operation profit before income tax and taxable income are brought to account either as provision for deferred income tax or an asset described as future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become pavable.

APPENDIX3 Traka Resources Limited Notes to the Statement of Financial Position and Statement of Financial Performance

$(c)$ Income Tax (continued)

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond any reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income tax legislation and the anticipation that the entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

Depreciation of Property, Plant and Equipment $(d)$

Depreciation is calculated on a reducing balance basis to write off the net cost of each item of property, plant and equipment over its expected useful life.

$(e)$ Revenue

Revenue from the sale of goods is recognised upon the delivery of goods to customers.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

$(f)$ Recoverable Amount

The recoverable amount of an asset is the net amount expected to be recovered through the net cash inflows arising from its continued use and subsequent disposal.

Where the carrying amount of a non-current asset is greater than its recoverable amount the asset is revalued to its recoverable amount. Where net cash inflows are derived from a group of assets working together, recoverable amount is determined on the basis of the relevant group of assets. To the extent that a revaluation decrement reverses a revaluation increment previously credited to, and still included in the balance of, the asset revaluation reserve, the decrement is debited directly to that reserve. Otherwise the decrement is recognised as an expense in the statement of financial performance.

$(g)$ Payables

Liabilities are recognised for amounts to be paid in the future for goods or services received, whether or not billed to the company.

APPENDIX 3 Traka Resources Limited

Notes to the Statement of Financial Position and Statement of Financial Performance

ACTUAL AND PROPOSED TRANSACTIONS TO ARRIVE AT PROFORMA $2.$ STATEMENT OF FINANCIAL POSITION

The proforma statement of financial position reflects the 30 June 2003 statement of financial position adjusted to reflect the effect of the actual and proposed transactions pursuant to the proposed capital raising and assumes no oversubscription of shares. The transactions reflected in the proforma are as follows:

$a)$ The issue of 20,000,000 fully paid ordinary shares at an issue price of \$0.20 each to raise \$4,000,000.
The issue of $3,600,000$ shares to seed investors at an issue price of \$0.10 to raise \$360,000 for $b)$ further exploration of the Ravensthorpe Nickel Project and to meet the costs of the proposed listing of the company.
The costs of the capital raising of \$410,000 in relation to the Prospectus and share issue which are $c)$ to be offset against the capital raised.
The eash payment of \$350,000 for the acquisition of the Ravensthorpe Nickel Project as detailed in $\overline{d}$ Note 11. This additional exploration expenditure has been written off.

		Audited 30 June 2003 Consolidated	30 June 2003 Proforma
3.	Cash
	Cash at bank	64,541	3,664,541
	Proforma adjustments
	Audited 30 June 2003		64,541
	Seed capital raised		360,000
	Shares issued pursuant to this Prospectus		4,000,000
	Prospectus issue costs		(170,000)
	Management and broking fees		(240,000)
	Purchase of Ravensthorpe Nickel Project		(350,000)
			3,664,541
4.	Current receivables
	Other	11,735	11,735
5.	Property, plant and equipment
	Plant and equipment at cost	4,521	4,521
6.	Other non-current assets
	Balance at beginning of year
	Exploration and evaluation costs incurred during
	the year	147,942	497,942
	Exploration and evaluation costs expensed during the year	(147.942)	(497.942)
	Balance at end of year

APPENDIX 3 Traka Resources Limited Notes to the Statement of Financial Position and Statement of Financial Performance

6. Other non-current assets (cont.)

There may exist, on the company's mineral tenements, areas subject to claim under native title or containing sacred sites or sites of significance to Aboriginal people. As a result the mineral properties or areas within the tenements may be subject to exploration and mining restrictions.

7.	Accounts payable Trade creditors		Audited 30 June 2003 Consolidated 53,028	30 June 2003 Proforma 53,028
	Other creditors and accruals		2,728 55,756	2,728 55,756
8.	Contributed Equity Issued capital Paid ordinary shares		200,410	4,150,410
	Proforma adjustments Audited 30 June 2003 Issue of 3,600,000 shares to seed capital		Number 8,100,000	\$ 200,410
	investors Issue of 20,000,000 shares pursuant to this Prospectus Prospectus issue costs		3,600,000 20,000,000	360,000 4,000,000 (410,000)
	Options	Exercise Price	31,700,000 Number	4,150,410 Exercise Date

Director Options	35 cents

9. Subsequent events

Other than the matters referred to below, there have been no material items, transactions, or events subsequent to 30 June 2003 which relate to conditions existing at that balance date which require comment or adjustment to the figures in this report.

2,000,000

10 October 2008

At a general meeting held on 10 October 2003 the shareholders of Traka approved the issue of 2,000,000 options with an exercise price of \$0.35 and an expiry date of 10 October 2008 to the Managing Director.

APPENDIX3 Traka Resources Limited Notes to the Statement of Financial Position and Statement of Financial Performance

9. Subsequent events (cont.)

It is the intention of the directors to complete the transaction to acquire the Ravensthorpe Nickel Project from Red 5 Limited before the public offering is complete. The intention is to pay the cash amount for this transaction in full. Refer to Note 11 for further details on this transaction.

10. Exploration commitments

In order to maintain current rights of tenure to exploration and mining tenements, the entity has the following discretionary exploration expenditure requirements up until expiry of the leases. These obligations, which are subject to adjustment upon expiry of the leases, are not provided for in the financial statements and are payable:

Not later than one vear	650,800
Later than one year but not later than 2 years	310,800
Later than 2 years but not later than 5 years	390.800
Later than 5 years

The expenditure commitments may be reduced by separate agreements and undertaking entered into by the company or they may increase if the company is successful with further exploration.

11. Other commitments

The company has entered into an option agreement to acquire the Ravensthorpe Nickel Project from Red 5 Limited. The option is exercisable on or before 22 December 2003 by payment of the exercise price of either S350,000 in cash or \$200,000 in cash plus \$200,000 worth of ordinary shares in the Company. The company has also entered into deeds of assumption with Sons of Gwalia Ltd acknowledging their right to tantalum on three of the tenements and with ONI Western Australia Pty Ltd and Billiton Nickel (Ravensthorpe) Pty Ltd acknowledging their rights to laterite nickel on five of the tenements.

Subject to Traka being admitted to the Official List of the Australian Stock Exchange Limited, the Company has committed, pursuant to a Joint Venture Agreement with Hampton Hill Mining NL and Mettallica Pty Ltd, to expend the sum of \$50,000 in expenditure within 12 months of listing, on exploration of the Capricom joint venture area. . . . . . . . .

BLAKISTON & CRABB

SOLICITORS

Your Ref: CL.TRK/7967 Our Ref: Email: [email protected]

14 October 2003

The Directors Traka Resources Ltd Level 1, 43 Ventnor Avenue WEST PERTH WA 6005

Dear Sirs

SOLICITORS' REPORT ON TENEMENTS

This report is prepared for inclusion in a prospectus to be dated on or about 13 October 2003 to be issued by Traka Resources Limited (Company) for the issue of $20,000,000$ fully paid ordinary shares in the capital of the Company at an issue price of 20 cents per share to raise \$4,000,000.

The report relates to the Western Australian mining tenements listed in the Schedule of Mining Tenements in which the Company holds an interest (Mining Tenements). That schedule together with the Notes and Footnotes to the Schedule of Mining Tenements forms part of this report.

$1.$ Searches

We have conducted the following searches:

$(a)$ searches of the Western Australian Mining Tenements in the Register maintained by the Department of Industry and Resources (WA Department) pursuant to the Mining Act, 1978 of Western Australia (WA Mining Act) on 7 October 2003; and
$(b)$ quick appraisal searches of the Mining Tenements obtained on-line from the WA Department dated 20 August 2003 and searches of the time line of native title claims maintained by the National Native Title Tribunal (NNTT) on 7 October 2003.

We have perused the material contracts which relate to the Mining Tenements and which are summarised in section 8.4 of the Prospectus (Material Contracts).

On the basis of the searches and our perusal of the Material Contracts, subject to the enforceability of such Material Contracts, we consider that this report provides an accurate 1202 HAY STREET, WEST PERTH, WESTERN AUSTRALIA 6005

POST OFFICE BOX 454, WEST PERTH, W.A. 6872 TELEPHONE: (08) 9322 7644 FACSIMILE: (08) 9322 1506 Email - [email protected]

statement as to the status of the Mining Tenements as at 7 October 2003 and of the Company's interests therein.

$2.$ Mining Tenements Generally

The Mining Tenements comprise both exploration licences and mining leases granted or applied for under the WA Mining Act.

An exploration licence remains in force for a period of 5 years and may, in certain circumstances, be extended by a further period of one or two years, followed by an additional period of one or two vears at the discretion of the Minister. In exceptional circumstances the Minister may extend the term beyond the additional periods described above for one or more periods of one year. At the end of the third and fourth years of the term of an exploration licence the holder must relinquish not less than half of the area of the licence. No legal or equitable interest in or affecting an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister.

The WA Mining Act confers on the holder of an exploration licence which is in force, the right to apply for and, subject to the WA Mining Act, have granted one or more mining leases over any parts of the land the subject of that licence.

A mining lease remains in force for a period of 21 years and may be renewed for successive periods of 21 years. In the case of mining leases the period of 21 years commences from the date of notification by the Minister. No legal or equitable interest in or affecting an mining lease can be transferred or otherwise dealt with, or sub-lease entered, without the prior written consent of the Minister.

Mining tenements in Western Australia are granted subject to various conditions prescribed by the WA Mining Act including payment of rent, expenditure and reporting requirements and standard environmental conditions.

Mining tenements in Western Australia are also subject to statutory requirements of certain other Acts including the Aboriginal Heritage Act 1972, Environmental Protection Act 1971, Rights in Water and Irrigation Act 1914 and Conservation and Land Management Act 1984.

$3₁$ Status of Mining Tenements

A number of the Mining Tenements are the subject of either applications for exemption from expenditure or applications for extension of term which are still pending as at the date of this Report. We are unable to comment on whether all of these applications will be granted.

In the event that any of the applications for exemption from expenditure are refused this will mean that the minimum expenditure requirements in respect of the affected Mining Tenements will not have been met and those Mining Tenements will be open to forfeiture action under the WA Mining Act either by the Minister or by a third party. Once a period of 8 months from the expiry of the expenditure year during which expenditure was not met has elapsed, third party forfeiture proceedings can no longer be commenced.

In the event that any of the applications for extension of term are refused it is understood that the WA Department will notify the applicant in writing of its intentions and the applicant will

A MAGHAMA A A A A A A A A A A A A A A A A A A

. . . . . . . . . . . . . . . . . . .

be given an opportunity to apply for one or more mining leases under section 67 of the WA Mining Act over any areas which it wishes to retain.

Caveats have been lodged against those of the Mining Tenements which are the subject of the option agreement with Red 5 Ltd (except for the tenements not held by Red 5) by Mr Verbeek and Mr Petersons, as they were the original parties to that agreement and continue to guarantee the Company's obligations under that agreement.

$\overline{4}$ . Freehold Land and Access

Most of the Mining Tenements encroach, to varying degrees, upon freehold land. Any Native Title which may have existed over those areas will have been extinguished by the granting of freehold interests. A more detailed explanation of the effect of Native Title on mining tenements is contained in paragraph 8 of this Report.

Under the WA Mining Act, a granted tenement will not give access to the area of that tenement that is 30 metres from the natural surface of private land without the consent of the private land owner and occupier. Private land includes freehold land and, in certain cases, land that is the subject of a crown lease. Without consent of the private land owner and occupier a tenement application can still be granted, but access will be limited to the area that is below a depth of 30 metres from the natural surface of the land. The consent is commonly given under the terms of an access agreement whereby the tenement holder also agrees to pay compensation of the owner and occupier for any damage or disturbance caused to the surface of the land.

Currently, almost all of the Mining Tenements exclude from the grant of those Mining Tenements the area that is less than 30 metres from the natural surface of the land to the extent those Mining Tenements are over private land. However, in relation to the granted Mining Tenements, access agreements have been signed with the land holders of much of this private land and these agreements have been lodged with the WA Department for registration. Upon registration, the Company will be entitled to carry out exploration activities on those areas of the granted Mining Tenements which are covered by these access agreements.

In relation to these granted tenements, we are advised by the Company that the areas where access agreements have not been entered into are not considered to be prospective but we do not have the expertise to, and have not undertaken any investigations in order to, verify that this is the case.

In the case of the applications for mining leases, further access agreements will be required with the relevant land holders. Pending grant of the mining leases the Company has access to the underlying exploration licences to the extent covered by existing access agreements.

Where there is private land affecting a Mining Tenement, the extent of the area of private land and the status of the access agreements in respect of those Mining Tenements is set out in the Notes.

5. Reserves

A number of the Mining Tenements encroach upon reserve land, which is more fully described in the Notes to the Schedule of Mining Tenements. In the case of reserves, the consent of the Minister for Mines is required before any mining can be carried out on the reserve area, except in the case of cemetery reserves where mining cannot occur. Where such consent has already been granted this is detailed in the Notes. Where the extent of a Mining Tenement's encroachment over reserve land has been described in the Ouick Appraisal searches, this information has been included in the Notes.

Some of the Mining Tenements are over land that is identified as "proposed nature reserve", that is, land intended to be vested in the Department of Conservation and Land Management. At this stage it is not possible to state what additional conditions might be imposed by the WA Department once the nature reserves are established. The area of the Mining Tenements affected by the proposed nature reserves is identified in the Notes.

6. Aboriginal Heritage

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

The Aboriginal Heritage Act 1972 Western Australia (WA Heritage Act) applies to the Mining 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.

The Aboriginal and Torres Strait Islanders Heritage Act (1984) (Commonwealth Heritage Act) also applies to all of the Mining 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 Mining Tenements under any of these Acts as there is no obligation to register sites and in any event and the exact location of the sites is not ascertainable from such searches. Further, these enquiries are generally done by the mining company after the mining tenure applied for is granted and once a particular work programme has been determined.

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

7. 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

BLAKISTON & CRABB

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"). Among 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;
specifies the procedures to be complied with for certain future acts which affect native $(c)$ title: and
specifies the procedures by which Aboriginal peoples can claim native title and by $(d)$ 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 Government has implemented the Titles (Validation) and Native Title (Effect of Past Acts) Act 1995 which adopts the Commonwealth Act in Western Australia.

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

native title has been wholly extinguished in respect of land the subject of freehold, public $\bullet$ 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 Mining Tenements in order to determine the extent of extinguishment for the purposes of this report.

8. 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 (the "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.

Each of the Mining Tenements relates to land which is currently the subject of a registered native title claim. These claims are identified in the Notes to the Schedule of Mining 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 Mining Tenements being made in the future.

9. Native Title - Validity of Titles

$(a)$ Granted Tenements

Tenements granted prior to 1 January 1994 $(i)$

Under the Titles (Validation) and Native Title (Effect of Past Acts) Act 1995 the grant of mining tenements granted in Western Australia prior to 1 January 1994 has been validated to the extent that the grant may have been invalid as a result of the existence of native title. Exploration Licences 74/73, 74/144, and Mining Leases 74/82, 74/83, 74/84 and 74/85 were granted prior to 1 January 1994 and accordingly have been validated pursuant to this Act.

Tenements granted after 1 January 1994 $(ii)$

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

பத்தின் பகுதியின் படுத்தில் படுத்து படுத்து படுத்தில் படுத்தில் அதில் படுத்தில் படுத்தில் படுத்தில் படுத்தில்
இவ்விண்டு படுத்தில் படுத்தில் அந்த படித்தில் இவர் இந்த படித்தில் அந்திரிக்கு படுத்தில் படுத்தில் அந்தில் மின்

14 TELESTI SINTERI TIRIKI ILI TELEVISI TIRIKI TIRIKI TELEVISI

BLAKISTON & CRABB

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. Exploration Licences 74/152 and 74/176 were granted during this period and would appear to have been validated by this Act but we have not undertaken independent enquiries to confirm that this is the case.

Mining 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. The remaining granted tenements described in the Schedule were 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.

$(b)$ Future Tenement Grant

As stated above, the valid grant of any of the Mining 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 may apply to low-impact or infrastructure mining titles in some instances.

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

The Commonwealth Act provides that, in relation to the grant of mining tenements in certain areas, a State law can operate in lieu of the right to negotiate process of the Commonwealth Act. These areas are principally areas covered by pastoral leases. Neither the Western Australian nor the New South Wales Government has successfully introduced such alternative procedures.

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

$(c)$ Renewals

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

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

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

There is doubt as to whether the right to negotiate process applies to second and subsequent renewals but this matter is yet to be determined by the courts. Other than as stated above, renewals of mining tenements are subject to the same right to negotiate (or alternate State) process as is described in 6(b) above.

$10.$ Risk Factors

The existence of native title and/or native title claims in relation to the land the subject of the Mining 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:

Delays in obtaining the grant of renewals or conversions of the Mining Tenements, or $(a)$ further applications, as a result of the right to negotiate (or alternative State) process as this process can take as long as 2 years. Further, if the parties to the right to negotiate process can not reach agreement the matter may be referred to the NNTT for arbitration. The NNTT may determine that the application cannot be granted or only granted on conditions unacceptable to the Company.
$(b)$ 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.
The risk that Aboriginal sites exist on the land the subject of the Mining Tenements. $(e)$ the existence of which sites may preclude or limit mining activities in certain areas of the Mining Tenements. Further, the disturbance of such sites may be an offence under the applicable legislation, exposing the Company to fines and other penalties.

11. Qualifications

L 1. 1 F

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

we have assumed the results of the searches which we have made or caused to be $(a)$ made of the Register established and maintained pursuant to the WA Mining Act and our enquiries are accurate;

$(b)$ we have relied on the accuracy of the Registers maintained by the WA Department and the NNTT; and
the holding of the Mining Tenements is subject to compliance with their terms and $(c)$ conditions and the provisions of the WA Mining Act.

$12.$ 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.

Blakiston & Crabb have consented to the inclusion of this report in the Prospectus in the form and context in which it is included and have not withdrawn that consent before the lodgement of the Prospectus with ASIC.

Yours faithfully

Blahosta+Groto

Blakiston & Crabb

BLAKISTON & CRABB

SCHEDULE

Tenement No. and Type	Holder/ Applicant	Shares Held	Status	Expiry Date	Registered Encumbrances	Notes
Ravensthorpe Nickel Project
E74/73	Wadley Lipple Ellis BNR	5/192 16/192 27/192 144/192	Live	26/2/1996	Agreement 194H/912 Bond PE5503 lodged for \$112,000	1,2,3,4,5,6,7,8. 53, 57, 73
E74/144	Red 5 Ltd	100	Live	18/8/2002	Agreement 74H203 Agreement 84H/203 Caveat 335H/023 by QNI and BNR Caveat 512H/023 by Petersons and Verbeek	4,9,10,11,12, 13, 14, 15, 19, 53, 56, 57, 58, 73, 74, 75
E74/152	Red 5 Ltd	100	Live	26/4/2003	Agreement 74H/203 Agreement 84H/203 Caveat 336H/023 by QNI and BNR Caveat 513H/023 by Petersons and Verbeek	16.17.18.20.21. 53, 56, 59, 73, 74, 75
E74/209	Red 5 Ltd	100	Live	23/1/2004	Agreement 74H/023 Caveat 519H/023 by Verbeek and Petersons	4,27,28,29,30, 31, 32, 33, 34, 53 56, 61, 73
E74/219	Red 5 Ltd	96	Live	22/4/2003	Agreement 74H/023 Caveat 173458 by Petersons and Verbeek	4, 25, 35, 36, 37, 38, 39, 53, 56, 62, 73
E74/272	Red 5 Ltd	100	Live	7/9/2005	Agreement 74H/023 Caveat 516H/023 by Verbeek and Petersons	40.41,53,54,56, 63.70,73
M74/82	Red 5 Ltd	100	Live	18/8/2013	Agreement 74H/023 Agreement 84H/203 Caveat 332H/023 by QNI and BNR Caveat 520H/023	4, 42, 53. 71, 73, 75

BLAKISTON & CRABB

					by Verbeek and
					Petersons
M74/83	Red 5 Ltd	100	Live	18/8/2014	Agreement 74H/023 Caveat 521H/023 by Verbeek and Petersons	42, 43, 44, 53, 56, 64,71,73
M74/84	Red 5 Ltd	100	Live	18/8/2014	Agreement 74H/023 Agreement 84H/023 Caveat 333H/023 by QNI and BNR Caveat 522H/023 by Verbeek and Petersons	42, 43, 44, 53, 71, 73, 75
M74/85	Red 5 Ltd	100	Live	18/8/2014	Agreement 74H/023 Agreement 84H/023 Caveat 334H/023 by QNI and BNR Caveat 523H/023 by Verbeek and Petersons	4, 42, 45, 46, 47, 48, 53, 71, 73, 75
M74/105	Wadley Lipple Ellis BNR	5/192 16/192 27/192 144/192	Live	6/8/2022		53,72,73
M74/106	Wadley Lipple Ellis BNR	5/192 16/192 27/192 144/192	Applied for on 25/9/1996	Pending	Nil	49,53,73
M74/126	Red 5 Ltd	100	Applied for on 22/9/1998	Pending	Nil	50, 53, 73, 74, 75
M74/127	Red 5 Ltd	100	Applied for on 22/9/1998	Pending	Nil	50, 53, 56, 65, 73, 74, 75
M74/128	Red 5 Ltd	100	Applied for on 22/9/1998	Pending	Nil	50, 53, 56, 73, 74, 75
M74/129	Red 5 Ltd	100	Applied for on. 22/9/1998	Pending	Nil	50, 53, 56, 66, 73, 74, 75
M74/130	Red 5 Ltd	100	Applied for on 22/9/1998	Pending	Nil	50, 53, 56, 67, 73, 74, 75

Capricorn Project

$\sim$ $\sim$ _	----- 1M _ MP'	0 ₀ 75 _l 100 $\sim$ $\sim$ -- ---------------------------------------	$\sim$ $137^{\circ}$ . . ___ .	$\sim$ $\sim$ .	--------------------------------------- . $\sim$ N1l _________	$ -$ -- -----
---------------------------	-------------------------------	------------------------------------------------------------------------------------------------------------	--------------------------------------------	--------------------	----------------------------------------------------------------------------------------------------------	---------------------	--

Ravensthorpe Gold Project

M74/156	Red 5 Ltd	100	Applied for	Pending	Nil	51, 53, 56, 68, 73,
			-on			74
			16/8/2001
M74/157	Red 5 Ltd	100	Applied for	Pending	Nil	51, 53, 56, 69, 73,
			on
			16/8/2001
E74/176	Red 5 Ltd	100	Live	28/8/2000	Agreement	4, 22, 23, 24, 25.
					74H/023	26.53.56,60, 73,
					Caveat $173457$ by	-74
					Verbeek and
					Petersons

KEY:

Agreements: .
Agreement 194H/912 -	Joint venture agreement between Ellis, Lipple, Wadley and
	Outokumpu Exploration Australia Pty Ltd made in or about
	1992
Agreement 74H/023 -	Red5 Option Agreement (summarised in Section 8.4(b) of the
	Prospectus)
Agreement 84H/023 -	Assignment and Amendment Agreement between QNI, BNR
	and Red5 (referred to in section $8.4(b)$ ) of the Prospectus)

Parties:

BNR		Billiton Nickel (Ravensthorpe) Pty Ltd
Ellis		John Winston Ellis
HHM		Hampton Hill Mining NL
Lipple		Stephen Leonard Lipple
MPL	$=$	Metallica Pty Ltd
Petersons		George Juris Petersons
ONI	$=$	QNI Western Australia Pty Ltd
Verbeek	$=$	Patrick Andrew Verbeek
Wadley		Lynn Geoffrey Bernard Wadley

Tenements:

-----------------
	$E$ ---------------Exploration Licence ----------------------------------
M	$=$ Mining Lease

NOTES:

$1.$ This Licence is the subject of a conversion application, under section 67 of the Mining Act, for Mining Leases 74/106 and 74/107. (Note: Mining lease 74/107 is not included in the tenements in which the Company has an interest).
$2.$ No mining on Water Reserve 39171 (12.9% of tenement area), Parkland and Recreation Reserve 31978 and Rabbit Proof Fence Reserve 8812 without the prior written consent of the Minister for Mines.
$3.$ The complete excision of any portion encroaching on Exploration Nos. 74/56, 74/57, 74/63 and Mining Leases 74/9, 74/10, 74/13, Prospecting Licences 74/15, 74/23, 74/33, 74/42, 74/43, 74/49, 74/102, 74/58, 74/110, 74/111, 74/108 and 74/129 and Mineral Leases 74/416 and 74/413.
$4.$ No excavation, excepting shafts, approaching closer to the South Coast Highway or the road reserve than distance equal to twice the depth of the excavation and mining on the South Coast Highway being confined to below a depth of 30 metres from the natural surface.
The completion excision of the area comprising EPA Redbook Recommendation 3.8 5. and shown shaded pink on the plans at pages 35 and 36 of Mines File 10591/86.
1. Consent to mine on Water Reserve 39171 given by Minister for Mines on 9 December 1992 subject to certain conditions.
$7₁$ The construction and operation of the project and measures to protect the environment being carried out generally in accordance with the document titled:

"Ground Disturbing Approval Application for E74/73" dated 27 April 2000 and signed by Mr Daryl Sampson, Regional Manager for Comet Resources NL, and retained on Department of Minerals and Energy File No. 7863/97.

1. Subject to the lessee arranging lodgement of an Unconditional Performance Bond executed by a Bank or other approved financial institution in favour of the Minister for Mines for due compliance with the environmental conditions on the lease in the sum of \$20,000.
$9₁$ The land the subject of this licence does not include land the subject Exploration Licences 74/139 and Prospecting Licences 74/140-141.
1. The land the subject of this licence affects Declared Rare Flora Sites (including Rare Flora Sites 15781 and 17132) declared under the Wildlife Conservation Act 1950. Therefore, the licensee is advised to contact the Department of Conservation and Land Management for detailed information on the management of Declared Rare Flora present within the tenement area.
$11.$ No mining on Geodetic Station Reserve 37740, Park and Stopping Place Reserve 37492, Recreation Reserve 19492 (0.1% of tenement area), Parklands and Recreation Reserve 31979 (0.5% of tenement area), Radio Station Reserve 37741, Conservation of Flora and Fauna Reserve 27525 and Jerdacuttup River without the prior written consent of the Minister for Mines.
1. No mining on Cemetery Reserve 16941 and mining within a distance of 140 metres laterally from the Reserve being confined to below a depth of 50 metres from the lowest part of the surface of the land with rights of ingress and egress from the said Reserve being at all times preserved to the public.
$13.$ In respect of the area outlined in green on the Public Plans Bandalup 1:50:000, Ravensthorpe SE, NW and NW 1:25:000 and Moolyall 1:100:000, hereinafter referred to as the designated area, then the following conditions shall apply:
prior to any significant ground-disturbing activity, as defined by the State $(a)$ Mining Engineer, licensee preparing a detailed programme for each phase of proposed exploration for approval of the State Mining Engineer.
Application 3H/023 extension of term, lodged on 16 August 2002, is still pending. 14.
Application 4H/023 for extension of term, lodged on 15 August 2003 is still pending. 15.
1. Exploration Licence 74/144 and any private land except that below 30 metres from the natural surface of the land is not included in the grant of this licence. Ouick appraisal searches show that 61.3% of the land the subject of this licence is private land. Red5 has entered into access agreements in relation to the majority of this private land (58.3% of the tenement area) however, as at the date of this report, whilst those access agreements have been lodged for registration they have not yet been registered by the WA Department. Until registered, Red5's (and therefore the Company's) access to those private land areas is restricted to below 30 metres from the surface of the land.
$17.$ No mining on Water Reserves 17880 (3% of tenement area) and 17881, Parklands Reserve 32047 (2.8% of tenement area) and Preservation of Timber Reserve 39566 $(0.1\%$ of tenement area) without prior consent of the Minister for Mines.
1. In respect to the area outlined in turquoise on the Public Plans Moolvall 1:100:000 and Chidnup 1:50:000, hereinafter referred to as the designated area, the following additional conditions shall apply:
Prior to any environmentally significant activity, as defined by the State $(a)$ Mining Engineer, the licensee preparing a detailed programme for each phase of the proposed exploration for approval of the State Mining Engineer.
1. Application 91H/023 for exemption from expenditure in respect of the year ended 18/8/2002 was recently granted.
1. Application 52H/023 for extension of term, lodged in April 2003, is still pending.
$21.$ Application 383H/023 for exemption from expenditure in respect of the year ended 26/4/2003 was recently granted.
1. The grant of the Licence does not include any private land referred to in Section 29(2) of the Mining Act 1978 except that below 30 metres from the natural surface of the land, nor does it include Exploration Licences 74/139 and 74/144. Quick appraisal searches show that 39.8% of the land the subject of this licence is private land. Red5 has not entered into access agreements in relation to that private land.
1. The land the subject of this licence affects Rare Flora Sites (including Rare Flora Sites 17133, 5730 & 5699) declared under the Wildlife Conservation Act 1950. The licensee is advised to contact the Department of Conservation and Land Management for detailed information on the management of Declared Rare Flora present within the tenement area.
No mining on Conservation of Flora and Fauna Reserve 27525, and Government 24. Requirements Reserve 19428 (0.1% of tenement area) without the prior written consent of the Minister for Mines.
In respect to the area outlined in turquoise on the Public Plan Ravensthorpe NW 25. 1:25:000; hereinafter referred to as the designated area, the following conditions shall apply:
prior to any environmentally significant activity, as defined by the State $(a)$ Mining Engineer, the licensee preparing a detailed programme for each phase of proposed exploration for approval of the State Mining Engineer.
This Licence is the subject of a conversion application, under section 67 of the Mining 26. Act, for Mining Leases 74/156 and 74/157.
The grant of this licence does not include any private land referred to in Section 29 (2) 27. of the Mining Act 1978 except that below 30 metres from the natural surface of the land, nor does it include the Mining Leases 74/13, 74/82 and 74/85, and Exploration Licences 74/132 and 74/144. Quick appraisal searches show that 39.6% of the land the subject of this licence is private land. Red5 has entered into access agreements which have been registered in relation to 17.8% of the tenement area (see notes 28 and 29) but has no access agreements for the remaining 21.8% that is over private land.
1. By approval of the Minister for Mines on 6 February 1998 the grant of the licence was amended to include land the subject of Oldfield locations 812 and portion of Oldfield location 813 together being Lot 1 the subject of Diagram 68334 to a depth of 30 metres from the natural surface.
By approval of the Minister for Mines on 4 February 1999 the grant of the licence was 29. amended to include land the subject of Oldfield locations 52, 317, 324, 399 and 602 to a depth of 30 metres from the natural surface.
No interference was Geodetic Survey Station G74-10 and mining within 15 metres 30. thereof being confined to below a depth of 15 metres from the natural surface.
The prior written consent of the Minister for Mines being obtained before 31. commencing mining on Water Reserve 39171, Parklands and Recreation Reserves 31977, 31978, 31979 (totalling 1.5% of tenement area), Conservation of Flora & Fauna Reserves 31128 (0.3% of tenement area), 43060 and Park and Protection of River & Foreshore Reserve 31760 (3.1% of tenement area).
In respect of the area outlined in turquoise on the Public Plan Bandalup 1:50,000; 32. hereinafter referred to as the designated area, the following conditions shall apply:
Prior to any environmentally significant activity, as defined by the State $(a)$ Mining Engineer, the licensee prepared a detailed programme for each phase of the proposed exploration for approval of the State Mining Engineer.
Consent to mine on Park and Protection of River and Foreshore Reserve 31760 and 33. Parklands and Recreation Reserves 31977, 31978, 31979 given subject to various conditions.
1. Consent to mine on Conservation of Flora and Fauna Reserve 31128 and 43060 given subject to various conditions.
1. The grant of this licence does not include any private land referred to in Section 29(2) of the Mining Act 1978 except that below 30 metres from the natural surface of the land, nor does it include Exploration Licence 74/144, Mining Leases 74/83 and 74/94. and Prospecting Licences 74/172 and 74/184. Quick appraisal searches show that 53.6% of the land the subject of this licence is private land. Red5 has not entered into access agreements in relation to this private land.
No mining on Cemetery Reserve 16941 (0.4% of tenement area) and mining within a 36. distance of 140 metres laterally from the Reserve being confined to below a depth of 50 metres from the lowest part of the surface of the land with rights of ingress and egress from the said Reserve being at all times preserved to the public.
1. The prior written consent of the Minister for Mines being obtained before commencing mining on Racecourse and Aerial Landing Ground Reserve 21616 (2.4% of tenement area), Sanitary Reserve 17517 (0.2% of tenement area), State Smelter Reserve 9977 and the Ravensthorpe townsite (3.3% of tenement area).
Application 51H/023 for extension of term, lodged in April 2003, is still pending. 38.
1. Application 395H/023 for exemption from expenditure in respect of the year ended 22/4/2003 was recently granted.
1. The grant of this licence does not include any private land referred to in Section $29(2)$ of the Mining Act 1978 except that below 30 metres from the natural surface of the land. Quick appraisal searches show that 97% of the land the subject of this licence is private land. Red5 has entered into access agreements in relation to just over half of this private land (50.4% of the tenement area) however, as at the date of this report. whilst those access agreements have been lodged for registration they have not yet been registered by the WA Department. Until registered, Red5's (and therefore the Company's) access to those private land areas is restricted to below 30 metres from the surface of the land. Red5 has no access agreements for the remaining 46.6% of the licence which is over private land.
The prior written consent of the Minister for Mines being obtained before 41. commencing mining on Quarry Reserve 36191 (0.1% of tenement area).
1. The land the subject of this lease does not include any private land except that below 30 metres from the natural surface of the land. Quick appraisal searches show that the percentage of private land the subject of these licences ranges from 7.6% to 94.2% but in each case Red5 has entered into access agreements in relation to almost the whole of this private land. As at the date of this report, whilst those access agreements have been lodged for registration they have not yet been registered by the WA Department. Until registered, Red5's (and therefore the Company's) access to those private land areas is restricted to below 30 metres from the surface of the land.
No mining on Jercacuttup River without the prior consent of the Minister for Mines. 43.
1. In respect to the area outlined in green on the Public Plans Ravensthorpe NW 1:25 000 and Ravensthorpe NE 1:25 000, hereinafter referred to as the designated area, then the following conditions shall apply:
$(a)$ Prior to any significant disturbing activity as defined by the State Mining Engineer the licensee preparing a detailed programme for each phase of the proposed exploration for approval of the State Mining Engineer.
No interference with Geodetic Survey Station G 74-10 and G 74-11 and mining within $45₁$ 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
1. No mining on Water Reserve 39171 (36.4% of tenement area) without the prior consent of the Minister for Mines.
1. In respect to the area outlined in green on the Public Plans Bandalup 1:50 000 and Ravensthorpe NE 1:25 000, hereinafter referred to as the designated area, then the following conditions shall apply:
Prior to any significant disturbing activity as defined by the State Mining $(a)$ Engineer the licensee preparing a detailed programme for each phase of the proposed exploration for approval of the State Mining Engineer.
1. The construction and operation of the project and measures to protect the environment being carried out generally in accordance with the document titled:
"Diversion Trench" dated 13 February 2003 (NOI 4256) and retained on Department of Industry and Resources File no. 5330/02.
$\bullet$ "final Diversion Trench Construction" dated 19 May 2003 (NOI 4256) and retained on Department of Industry and Resources File No. 5330/02.
1. This ground is currently held as part of E74/73.
1. This ground is currently held as part of E74/152.
1. This ground is currently held as part of E74/176.
1. The prior written consent of the Minister for Mines being obtained before commencing mining on Newman Water Reserve.
1. Affected by the Southern Noongar (WC96/109) and the Wagyl Kaip (WC98/070) native title claims.
1. Affected by the Ballardong (WC97/56) native title claim.
1. Affected by the Nyiyaparli (WC99/004) and the Innawonga Bunjima (WC96/61) native title claims.
1. Part of the land the subject of this tenement is within an area registered on the Register of National Estate maintained by the Australian Heritage Commission.
The grant in respect of all private land within this licence being confined to below a 57. depth of 30 metres from the natural surface. Quick appraisal searches show that the percentage of private land the subject of these licences ranges from 43.1 to 41.4% but in each case Red5 has entered into access agreements in relation to the majority of this private land. As at the date of this report, whilst those access agreements have been lodged for registration they have not yet been registered by the WA Department. Until registered. Red5's (and therefore the Company's) access to those private land areas is restricted to below 30 metres from the surface of the land.
Proposed nature reserves PNR/51, PNR/53, PNR/56 and PNR/57 affect 49.4% of the 58. land the subject of this licence.
Proposed nature reserves PNR/48, PNR/50 and PNR/51 affect 25.9% of the land the 59. subject of this licence.
Proposed nature reserve PNR/51 affects 29.5% of the land the subject of this licence. 60.
Proposed nature reserves PNR/36, PNR/56 and PNR/57 affect 21.3% of the land the 61. subject of this licence.
1. Proposed nature reserve PNR/51 affects 37.6% of the land the subject of this licence.
Proposed nature reserve PNR/51 affects 0.2% of the land the subject of this licence. 63.
Proposed nature reserve PNR/51 affects 42.7% of the land the subject of this licence. 64.
Proposed nature reserve PNR/51 affects 6% of the land the subject of this lease. 65.
Proposed nature reserves PNR/48, PNR/50 and PNR/51 affect 63.4% of the land the 66. subject of this lease.
Proposed nature reserves PNR/50 and PNR/51 affect 38.5% of the land the subject of 67. this lease.
Proposed nature reserve PNR/51 affects 17.7% of the land the subject of this lease. 68.
Proposed nature reserve PNR/51 affects 64.9% of the land the subject of this lease. 69.
Application for exemption from expenditure in respect of the year ending 7/9/2003, 70. lodged on 2/10/2003, is still pending.
$71.$ Application for exemption from expenditure in respect of the year ending 18/8/2003. lodged on $2/10/2003$ , is still pending.
Application for exemption from expenditure in respect of the year ending 6/8/2003, $72.$ lodged on $2/10/2003$ , is still pending.
Traka has entered into the Red5 Option Agreement (see summary in Section 8.4(b) of 73. the Prospectus) under which it has an option to acquire this Mining Tenement except that:
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in relation to Exploration Licence 74/73, the option is limited to only over the $\bullet$ portion of that tenement which is subject to the application for Mining Lease 74/106; and
Red5's rights to Mining Lease 74/105 and application for Mining Lease 74/106 is $\bullet$ subject to the application for Mining Lease 74/106 being granted by 30 September 2005 and if that application is not granted by that date Red5's rights to those tenements will cease.
This Mining Tenement is the subject of exclusive tantalum rights held by Sons of 74. Gwalia Limited (see further Section 8.4(c) of the Prospectus), except that in relation to Exploration Licence 74/144 these rights are limited to only that portion of that tenement as is north of latitude $33^{\circ}35$ "S.
1. This Mining Tenement is the subject of exclusive laterite nickel rights held by QNI and BNR (see further Section 8.4(d) of the Prospectus), except that in relation to Exploration Licence 74/144 these rights are limited to only that portion of that tenement as is north of latitude $33^{\circ}35$ "S.

risk factors

7.1 Introduction

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

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There is also a range of specific risks associated with Traka's business and its involvement in the exploration and mining industry. These risk factors are largely beyond the control of Traka and its directors because of the nature of the proposed business of Traka. The following summary, which is not exhaustive, represents some of the major risk factors which potential investors need to be aware of.

7.2 General Risk Factors

(a) Exploration and Mining Risks

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

commodity prices and exchange rates and in particular the prices of nickel and gold;
risks inherent in exploration and mining including, among other things, successful exploration and identification of ore reserves, satisfactory performance of mining operations and competent management;
a number of assumptions have been used by Independent Geologist in his Report contained in Saction 4 of this Prospectus. If any of these

assumptions are incorrect, whether positive or negative, this will have an effect on any estimates which have been made. Investors must read these assumptions in detail in order to fully understand the manner in which the estimates have been arrived at;

risks associated with obtaining grant of any mining tenements which are applications or renewal of tenements upon expiry of their current term;
risks arising because of native title and aboriginal land rights which may affect the Company's ability to gain access to prospective exploration areas to obtain production titles. Compensatory obligations may be necessary in settling native title claims lodged over any of the tenements held or acquired by the Company. The level of impact of these matters will depend, in part, on the location and status of the tenements acquire by the Company;
the risk of material adverse changes in the government policies or legislation of Australia affecting the level of mining and exploration activities;
environmental management issues with which the Company may be required to comply from time to time;
poor weather conditions over a prolonged period which might adversely affect mining and exploration activities and the timing of earning revenues: and
unforseen major failures, breakdowns or repairs required to key items of mining plant and equipment or mine structure resulting in significant delays, notwithstanding regular programs of repair, maintenance and upkeep.

(b) Other Risks

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

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

7.3 Speculative Nature of Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by Traka or by investors in Traka. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of Traka and the value of the Shares offered under this Prospectus.

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares

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

additional information

8.1 Incorporation

The Company was incorporated on 8 January 2003.

8.2 Company Tax Status and Financial Year

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

8.3 Legal Proceedings

The Directors are not aware of any litigation of a material nature pending or threatened which may significantly affect Traka.

8.4 Material Contracts

Set out below is a brief summary of certain contracts which have been entered into by the Company and which have been identified as material and relevant to potential investors. To fully understand all rights and obligations of a material contract it would be necessary to review each contract in full and these summaries should be read in that light.

(a) Underwriting Agreement

Pursuant to an Underwriting Agreement dated 14 October 2003 ("Underwriting Agreement") between the Company and Bell Potter Securities Limited ABN 25 006 390 772 ("Underwriter"), the Underwriter has agreed to underwrite the subscription of 20,000,000 Shares ("Underwritten Securities") pursuant to this Prospectus.

In terms of the appointment, the Uncenvriter has agreed to exclusively manage the Offer, underwite the subscription of the underwritten Securities and procure Valid Applications from such number of Applicants as is necessary to satisfy the Listing Rules requirements for spread of shareholders. The Underwriter may procure any person to sub-underwrite any portion of the Issue as it thinks fit.

The Company must pay to the Underwriter an underwriting fee of 4.0% of the amount being underwritten together with a management fee of 2.0% of the amount being underwritten.

The Company must also pay a retainer fee of \$15,000 per month retrospectively from 15 September 2003 until allotment of the Shares offered under the Prospectus, or the date upon which the Underwriting Agreement is terminated by the Underwriters (which ever occurs first). Payments made by Traka pursuant to this retainer will be offset against the 2.0% management fee if the Offer is completed.

In addition to the fees specified above, the Company must pay and will indemnify the Underwriter against, and in relation to, all costs and expenses of the Offer.

The Company makes certain representations, warranties and undertakings to the best of its knowledge, information and belief to the Underwriter including (without being exhaustive): no breach of Material Contracts; legal compliance of the Prospectus; compliance with the Corporations Act, any legally binding requirement of ASIC or ASX in all material respects and compliance with the Listing Rules and correctness and completeness of information provided.

The Underwriter makes a number of representations, warranties and undertakings to the Company to the best of its knowledge, information and belief including (without being exhaustive): it is registered under the Corporations Act; it has power to enter into and comply with all of the terms and conditions of the Underwriting Agreement; it has obtained all approvals and authorities that may be required to permit the Underwriter to enter into the Underwriting Agreement and the obligations of the Underwriter are valid and binding.

The Company acrees to indemnify the Underwriter and its officers, employees,

agents and advisers in a range of circumstances associated with the Issue and the Prospectus.

The Underwriting Agreement gives the Underwriter the right to terminate the Underwriting Agreement without cost or ligbility to itself if certain specified events occur prior to allotment of all of the offer Shares. The specified events include:

any of the All Ordinaries Index as published by ASX is at any time after the date of this Underwriting Agreement 10% or more below its level as at the close of business on the date of the Underwriting Agreement;
the Company does not lodge the Prospectus on the lodgement date or the Prospectus or the Offer is withdrawn by the Company;
$\bullet$ the Company fails to deliver to the Underwriter sufficient copies of the Prospectus and this is not remedied within 2 days;
official quotation has not been granted by the dates the Underwriter must deliver any shortfall, or having been granted, is subsequently withdrawn, withheld or qualified; or
the Underwriter forms the view on reasonable grounds that a supplementary or replacement prospectus should be lodged with ASIC and the Company fails to lodge a supplementary or replacement prospectus in such form and content and within such timeframe as the Underwriter may reasonably require or the Company lodges a supplementary or replacement prospectus without the prior written agreement of the Underwriter.

In addition, if one or more of the following events either separately or together have a material adverse effect (where the expression "material adverse effect" includes events that have or are likely to have a materially adverse effect on the outcome of the Offer, the trading or financial position, prospects, performance, business or operations of the Company, or could give rise to more onerous obligations of the Underwriter), the Underwriter may also terminate the Underwriting Agreement:

default by the Company under the Underwriting Agreement;
any representation, warranty or undertaking given by the Company is or becomes untrue or incorrect;
a contravention by the Company of any provision of its constitution, the Corporations Act or any other applicable legislation or any requirement of ASIC or ASX;
before the end of the exposure period the ASIC notifies the Company of any deficiency in the Prospectus;
the Company is prevented from allotting the offer Shares within the time required by the Corporations Act, the Listing Rules, any statute regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;
any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of the Company including, without limitation, if any forecast in the Prospectus becomes incapable of being met or is unlikely to be met in the projected time;
it transpires that the Prospectus does not contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of:
the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and
the rights and liabilities attaching to the offer Shares;
it transpires that there is a statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus (having regard to the provisions of sections 710, 711 and 716 of the Corporations Act) or if any statement in the Prospectus becomes misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive;
it transpires that any of the due diligence results or any part of the verification material was false, misleading or deceptive or that there was an omission from them;
any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent;
an application is made by ASIC for an order under section 1324B of the Corporations Act in relation to the Prospectus and that application has not been dismissed or withdrawn;
ASIC gives notice of its intention to hold a hearing under section 739 of the Corporations Act in relation to the Prospectus to determine if it should make a stop order in relation to the Prospectus or the ASIC makes an

interim or final stop order in relation to the Prospectus under section 739. of the Corporations Act.

o "hew circumstance" as referred to in section 719(1), of the Comprations. Act arises that is materially adverse from the point of view of an investor;
without the prior approval of the Underwriter a public statement is made by the Company in relation to the Offer, the Issue or the Prospectus;
any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Offer or the Issue or the affairs of the Company is or becomes misleuding or deceptive or likely to mislead or deceive;
there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan and the Peoples Republic of China, other than any hostilities involving Afghanistan or Iraq;
the official quotation is qualified or conditional in certain respects;
there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing monetary, taxation, exchange or fiscal policy;
there occurs any fundamental change in Australian economic or political conditions:
a Prescribed Occurrence (within the meaning of the Corporations Act) occurs, other than as disclosed in the Prospectus;
the Company suspends payment of its debts generally;
an event of insolvency occurs in respect of the Company;
a judgment in an amount exceeding \$25,000 is obtained against the Company and is not set aside or satisfied within 7 cays;
litigation, arbitration, administrative or industrial proceedings are ofter the date of this Underwriting Agreement commenced or threatened against the Company, other than with regard to any claims foreshodowed in the ^orcspectus;
there is a change in the composition of the board or a change in the senior management of the Company without the prior written consent of the Underwriter:
any authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter:
a force majeure affecting the Company's business lasting in excess of 7 days occurs;
a director of the Company is charged with an indiciable offence,
the Company passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter: or
the Company alters its capital structure in any manner not contemplated by-the Prospectus.

The Underwriting Agreement contains many usual contractual provisions that would be expected to be found in an underwriting agreement in like circumstances.

(b) Option to Purchase Ravensthorpe Project Assets ("Red5 Option Agreement")

Background to Red5 Option Agreement

By virtue of a joint venture agreement made in 1998 Red5 Limited ("Red5") and Billiton Exploration Australia Pty Ltd ("Billiton") agreed to establish a joint venture in relation to certain tenements owned by Red5 in the Ravensthorpe area. Billiton subsequently assigned its interest under the joint venture agreement to QNI Exploration and Development Pty Ltd ("QED").

In October 1999, Red5 and QED agreed to vary the purposes of the joint venture to exclude exploration for and commercial production of tantalum and further agreed that the right to conduct exploration for and commercial production of tantalum ("Tantalum Rights") would be reserved to Red5. By a deed of assignment dated 5 November 1999, Red5 assigned the Tantalum Rights to Sons of Gwalia Ltd (see Section 8.4(c) below).

By a further deed of variation made in October 2000 (the "Laterite Nickel Deed"), Rec5 and QED agreed to vary the purpose of the joint venture to exclude exploration for and commercial mining and treatment of lateritic nickel Red5 also agreed pursuant to the Laterite Nickel Deed to grant QED the exclusive right to concust exploration for and commercial mining and treatment of the fit absent "Laterite Nickel Rights", Buc dead of assignment

dated 29 October 2002 (as amended) QED withdrew from the joint venture and assigned the Laterite Nickel Rights to QNI Western Australia Pty Ltd ("QNI") and Billiton Nickel (Ravensthorpe) Pty Ltd ("BNR") (together QNI and BNR are known as "RJV"). The Laterite Nickel Deed also records the right of Red5 to take ownership by way of transfer of M74/105 and MLA 74/106 on the terms set out in that Deed.

As a result of the withdrawal of QED, Red5 became solely entitled to the property the subject of the joint venture subject only to the Tantalum Rights and the Laterite Nickel Rights. On 13 January 2003 Red5 entered into an option agreement in relation to all of Red5's extensive tenement block at Ravensthorpe including the tenements which are subject to the Tantalum Rights and the Laterite Nickel Rights (collectively the "Ravensthorpe Tenements"). This agreement was entered into with Patrick Verbeek and George Petersons who were acting on behalf of and for the benefit of a company at that time yet to be registered, which was in fact Traka. Traka subsequently ratified the Red5 Option Agreement and thereby became the holder of an exclusive option to ourchase the Ravensthorpe Tenements from Red5.

Further, by a letter arrangement, Red5 agreed to grant to Galaxy Resources Ltd a right of first refusal to explore for and mine peamatite areas on Exploration Licence 74/144 if the already existing agreement between Red5 and Sons of Gwalia Ltd is terminated or relinquished. Traka has agreed with Red5 that it will comply with this arrangement after exercise of the Red5 Option.

Red5 Option Agreement

As a result of the ratification of the Red 5 Option Agreement by Traka referred to above, the parties to that agreement, are now Traka and Red5 with Patrick Verbeek and George Petersons as guarantors.

Under the Red5 Option Agreement, Red5 granted to Traka the sole and exclusive option to purchase all of Red5's interest in the Ravensthorpe Tenements, all related mining information, the benefit of certain access agreements affecting the Tenements and the right to receive a royalty from Sons of Gwalia Limited in respect of the Tantalum Rights (see section 8.4(c) below) and from RJV in respect of the Laterite Nickel Rights (see also Section 8.4(d) below).

In consideration for the grant of the option Traka paid an initial fee of \$20,000 and then a further fee of \$10,000 to extend the option until 22 December 2003. The option may be exercised at any time prior to that date by notice in writing to Red5.

During the option period Traka is entitled to sole and exclusive possession of the Ravensthorpe Tenements and may carry out such exploration on the Ravensthorpe Tenements as Traka sees fit. During this period Traka is committed to ensure that it complies will all requirements of the Mining Act and other relevant laws and also has agreed to expend a minimum of \$100,000 on exploration of the Ravensthorpe Tenements during the initial option period (from the date of execution until 22 June 2003) and a further \$100,000 during the further option period (from 23 June 2003 to 22 December 2003). In addition whilst the Red5 Option Agreement remains valid and enforceable. Traka is obligated to maintain the Ravensthorpe Tenements in good standing and to meet all outgoings in relation to the Ravensthorpe Tenements.

The consideration payable on exercise of the option is, at the election of Traka either the sum of \$350,000 in cash or \$200,000 in cash plus ordinary shares in Traka to the value of \$200,000. The number of ordinary shares to be issued upon exercise will be determined by dividing the sum of \$200,000 by the value of the shares, which, depending on the time of exercise of the option, will either be the issue price under this Prospectus or the weighted average of the trading price of Traka shares on ASX in the 30 days prior to making the election to exercise by a combination of cash and shares. Settlement shall take place 10 days after notice of exercise or at such other time as the parties may agree.

The obligations of Traka are guaranteed by Patrick Verbeek and George Petersons severally, as to 50% each. The guarantee continues until, among other things, Traka is admitted to the official list of ASX.

(c) Deed of Assignment, Assumption and Consent - Sons of Gwalia Limited ("SOG")

Deed of Assignment, Assumption and Consent

Traka, Red5 and SOG entered into a Deed of Assignment, Assumption and Consent on 19 May 2003. This deed acknowledges the rights granted to Traka under the Red5 Option Agreement and provides for the respective rights and obligations of the parties in relation to the following Exploration Licences in the event that Traka exercises the Red5 Option:

Exploration Licences 74/152 and 74/176;
portion of Exploration Licence 74/144 north of latitude 33°35"S; and
any renewals or substitutions of these exploration licences (which includes applications for Mining Leases $74/126 - 130$ , 156 and 157),

("Exploration Licences").

Pursuant to the previous arrangements made between Red5 and SOG, SOG is

entitled to the Tantalum Rights. Under the above Deed SOG acknowledges that Red5 has granted the Red5 Option to Traka and provides its consent to the grant of that option. The parties further acknowledge that the rights held by 50G are the sole and exclusive rights to prospect, investigate and perform feasibility studies in respect of the Exploration Licences in relation to tuntalum only and that Red5 has the sole and exclusive rights to prospect, investigate and perform feasibility studies in respect of the Exploration Licences in relation to all other minerals.

During the option period, Traka agrees to conduct its activities so as to comply with Red5's obligations under Red5's contracts with SOG described below. In the event that Traka exercises the Red5 Option, Red5 assigns its obligations and rights under those various contracts to Traka. Traka accepts that assignment and agrees to assume the obligations of Red5 and indemnify Red5 against any liabilities or obligations that accrue on or after the effective date, being the date of settlement of the purchase of the Ravensthorpe Nickel Project and Ravensthorpe Gold Project pursuant to the Red5 Option.

Sons of Gwalia Ltd Contracts

Red5 Limited has granted the Tantalum Rights to SOG pursuant to the following agreements:

agreement between Red5 and SOG dated 5 November 1999 ("SOG Option Agreement"); and
Deed of Assignment of Tantalum Rights between Red5, QED and SOG dated 5 November 1999 ("SOG Deed of Assignment").

Under the SOG Option Agreement, Red 5 grants to SOG the sole and exclusive right to prospect and investigate and perform feasibility studies in respect of the Exploration Licences for the period of 5 years to 5 November 2004, subject to the terms of the SOG Deed of Assignment. Red5 also grants to SOG the right to purchase Red5's interest and title to any tantalum deposits on the Exploration. Licences for \$1.00 per tonne for the total tonnage of the tantalum deposits and a royalty at the rate of \$1.50 per tonne of tontalum ore mined from the tantalum deposits and processed. Any dispute as to the tonnage of the tantalum deposits shall be referred to an expert for determination.

If SOG exercises the option, Red5 shall apply for a mining lease or leases over the tantalum deposits and settlement of the sale shall take place on the later of exercise and the grant of the mining leases.

SOG further acknowledges that in respect of Excloration Licence 74, 176, in rovalty of \$1.00 pg the first 500,000 tennes of run of milliore crocessed from

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the tenement is payable to third parties but Red5 covenants and garees to be liable for payment of that royalty.

Linder the SOG Deed of Assignment. Red5 assigns to SOG the exclusive rights. to conduct exploration for and commercial production of tantalum deposits on Exploration Licence 74/152 and that portion of Exploration Licence 74/144 north of latitude 33°35"S ("Property") which had been granted to Red5 under the joint venture careement between Red5 and QED.

The SOG Deed of Assignment requires that SOG must first give prior written notice of its intention to conduct any exploration on the Property and the loint Venturers may restrict the right of SOG to carry out exploration on the Property as required in order to enable the Joint Venturers to carry out their planned exploration but only as reasonably necessary. The notice given by SOG must be accompanied by a 12 month programme of its anticipated activities and SOG may proceed with that programme during that 12 months. SOG must comply with all relevant laws and act in accordance with good and accepted mining practices when carrying out its operations.

If SOG proposes to undertake a feasibility study it shall give the Joint Venturers prior notice and the Joint Venturers may restrict the rights of SOG if the Joint Venturers are proceeding with planned exploration or also conducting a feasibility study or plans commercial production in respect of substantially the same area of the Property the subject of SOG's notice.

Following completion of the feasibility study SOG may commence commercial production of tantalum within the area covered by and within the scope of the feasibility study by giving the Joint Venturers 60 days prior notice. In that event, the parties shall meet to agree the excision of so much of the Property as is necessary for SOG to undertake its commercial production. If both parties propose to carry out a feasibility study or production in the same area the study or production by the Joint Venturers shall be given priority until such time as SOG has commenced its feasibility study or development work for its production.

The parties are required to provide to each other the mining information they derived from the Property in respect of the minerals to which the other party is entitled.

The Joint Venturers are to comply with the Mining Act and keep the tenements in good standing and not create any encumbrances over the Property without the written consent of SOG. If the Joint Venturers decide to surrender or relinguish a tenement they must first give notice offering the interest to 503 for SP of SOG1s cashionalif occepted by SOG the Joint Nemprets must bse o

an the

reasonable endeavours to effect the transfer to SOG of the relevant tenement.

SOG indemnifies the Joint Venturers against all claims resulting from SOG's activities on the Property except where caused by the negligence or wilful default of the Joint Venturers. SOG may not assign its rights in respect of the Property without the prior consent of the other party and without the assignee entering into a deed agreeing to be bound by the terms of this deed.

(d) Deed of Assignment, Assumption and Consent - QNI & Billiton Deed of Assignment, Assumption and Consent

Traka entered into a Deed of Assignment, Assumption and Consent with Red5 and ONI Western Australia Pty Ltd ("QNI") and Billiton Nickel (Ravensthorpe) Pty Ltd ("BNR") (together called "RJV") on 30 May 2003.

The deed recites the fact that pursuant to previous arrangements RJV is entitled to the exclusive right to conduct exploration for and commercial production of laterite nickel on the following tenements:

mining leases 74/82, 84 and 85;
exploration licence 74/152 (to the extent of MLA 74/126 $-$ 130); and
exploration licence $74/144$ (but only that part north of latitude $33^{\circ}35^{\circ}$ S),

("Property").

Under the deed RJV acknowledges that Red5 has granted the Red5 Option to Traka and consents to the grant of that option. RJV acknowledges that during the option period Traka is entitled to exclusive possession and use of the Property with the right to carry out exploration (other than for laterite nickel) as Traka thinks fit. Traka also covenants with Red5 and RJV that during the option period it will comply with Red5's obligations under the joint venture and related agreements that govern the Laterite Nickel Rights. Upon Traka exercising the Red5 Option, Red5 will assign its rights and obligations under the agreements governing the Laterite Nickel Rights to Traka and Traka will accept that assignment. Traka will also assume the liabilities and obligations of Red5 in respect of those liabilities and obligations accruing after the date of settlement of the sale and purchase under the Red5 Option Agreement ("Effective Date").

Upon the Red5 Option being exercised, BNR and Traka acknowledge that pursuant to previous arrangements BNR is obliged to transfer Mining Leases 74/105 and 74/106 ("Mining Leases") to Traka provided that BNR shall be entitled to retain the right to conduct exploration for and commercial mining and treatment of lateritic nickel in respect of those mining leases. The transfer is to take place within a reasonable time after both of those tenements are granted and if transferred to Traka these Mining Leases shall form part of the

Property. Mining Lease 74/105 was granted on 7 August 2001 however Mining Lease 74/106 has yet to be granted. From the Effective Date, Traka garees to perform, as agent for BNR, BNR's obligations under a rationalisation deed relating to the Mining Leases being, the obligation to use best endegyours to get Mining Lease 74/106 granted and to negotiate with native title claimants in relation to the arant of that Mining Lease.

Until such time as the Mining Leases are transferred to Traka, BNR agrees to hold any interest it acquires under those tenements subject to the obligation to transfer to Traka. If the rationalisation deed is terminated the obligation to transfer the Mining Leases to Traka is also terminated. The rationalisation deed provides that it terminates if mining leases 74/105, 106 and 107 are not granted by on 30 September 2005 or such further period as may be agreed by the parties to that deed (being BNR, John Ellis, Stephen Lipple and Lynn Wadley). Further that deed provides that if substantial progress is being made to obtain the grant of one or more of Mining Leases 74/105, 106 and 107 then each party shall not unreasonably withhold its consent to an extension bevond 30 September 2005. If the extension is not received then the right of Traka to acquire the Mining Leases and the underlying exploration licence (E74/73) will cease.

Annexure to Deed of Assignment, Assumption and Consent

For clarity. Traka and RJV restate the terms that are to govern their respective rights on the Property after exercise of the Red5 Option in an Annexure to the Deed of Assignment, Assumption and Consent. In that Annexure, the parties acknowledge that Traka is entitled to be the sole registered holder of the Property and to conduct exploration and production in relation to all minerals other than laterite nickel and that RJV is entitled to the exclusive right to conduct exploration for and mining and treatment of lateritic nickel.

RJV must first give prior written notice of its intention to conduct any exploration on the Property and Traka may restrict the right of RJV to carry out exploration on the Property as required in order to enable Traka to carry out its planned exploration but only as reasonably necessary. The notice given by RJV must be accompanied by a 12 month programme of its anticipated activities and RJV may proceed with that programme during that 12 months. RJV may extend the period for exploration by up to 6 months on two occasions by notice to Traka. Any further exploration may only be undertaken if RJV first complies with the process of giving notice to Traka again. RJV must comply with all relevant laws and act in accordance with good and accepted mining practices when carrying out its operations.

If RJV proposes to undertake a feasibility study it shall aive Traka prior notice and Traka may restrict the rights of RJV if Trako is proceeding with planned exploration. or is also conducting a feasibility study or plans commercial production in respect of substantially the same area of the Property the subject of RJV's notice.

Following completion of the fogsibility study RJV may commence commercial mining and treatment of lateritic nickel within the area covered by and within the scope of the feasibility study by giving Traka 60 days prior notice. In that event, the parties shall meet to agree the excision of so much of the property as is necessary for RJV to undertake these activities. If both parties propose to carry out a feasibility study or mining and treatment in the same area the study or mining and treatment proposed by Traka shall be given priority until such time as RJV has commenced its feasibility study or development work for its mining and treatment operations.

The parties are required to provide to each other the mining information they derived from the Property in respect of the minerals to which the other party is entitled.

Traka is to comply with the Mining Act and keep the tenements in good. standing and not create any encumbrances over the Property without the written consent of RJV. If Traka decides to surrender or relinquish a tenement it must first give notice offering the interest to RJV for \$1 at RJV's cost and if accepted by RJV Traka must use all reasonable endeavours to effect the transfer to RJV of the relevant tenement.

If laterite nickel is mined by RJV, RJV shall pay to Traka the royalty of 0.25% of the value of nickel recovered calculated in accordance with a formula specified in the Agreement and based on 95% of the daily spot price of the London Metal Exchange. The royalty is payable quarterly within 60 days of the end of the quarter and each payment shall be accompanied by a statement setting out the calculation of the royalty.

RJV indemnifies Traka against all claims resulting from RJV's activities on the Property except where caused by the negligence or wilful default of Traka and Traka indemnifies RJV from any such claims except to the extent of the negligence or wilful default of RJV.

Neither party may assign its rights in respect of the Property without the prior consent of the other party and without the assignee entering into a deed agreeing to be bound by the terms of this deed.

(e) Capricorn Joint Venture Agreement

The Company entered into a Heads of Aptsemean in respect of the Coptionn

Project with Hampton Hill Mining NL ("Hampton") and Metallica Pty Ltd ("Metallica") on 10 October 2003 ("JV Agreement"; Under the JV Agreement Hampton and Metallica garge to grant to Traka the sole and exclusive right to explore the joint venture area (being the grea the subject of Exploration Licence 52/1176 ("Tenement") or such area as is included in the JV Agreement pursuant to the area of influence provisions).

The joint venture commences 2 business days after satisfaction of the condition precedent of Traka being admitted to the official list of ASX. With effect from the commencement date, the parties associate in a joint venture in relation to the joint venture area in which the parties' interests are Traka 0%. Hampton 75% and Metallica 25%.

Traka may earn a 60% joint venture interest by contributing the sum of \$1,000,000 towards expenditure during the earning period, being the period commencing on the commencement date and terminating on the fourth anniversary of the commencement date ("Earning Period"). Traka must expend \$50,000 within 12 months from the commencement date, and in order to retain its right to earn the interest must have spent not less than \$200,000 prior to that date. Thereafter, Traka must spend at least \$200,000 in each succeeding 12 month period and a total of \$1,000,000 by the end of the Earning Period. Once Traka has completed its earning obligations the interests of the parties will be Traka 60%, Hampton 30% and Metallica 10%.

During the Earning Period, Traka may withdraw from the JV Agreement provided it has met the \$50,000 expenditure obligation and complied with the minimum statutory expenditure conditions attaching to the Tenement on a pro-rata basis and the Tenement is in good standing. After the Earning Period any party mcy withdraw from the joint venture by giving 30 days notice in which case it will forfeit its interest to the remaining parties.

Once Trake has expended \$1,000,000 each perty will be liable to contribute to all future expenditure in proportion to its interest from time to time, provided that any party that does not wish to contribute to a program and budget may elect to dilute its interest in accordance with the formula specified in the JV Agreement. If a party's interest reduces to less than 5% as a result of dilution that party will be deemed withdrawn from the joint venture.

The parties shall establish a operating committee after the commencement date comprised of one representative of each party. The committee will meet at iscs: fivice cliyed to to each corty will have such a number on votes on the lamm free as is collivated to its interest late Assi, from Guing His Ebruing.

Period Traka shall be entitled to such number of votes as if it already holds a 60% interest. All decisions of the operating committee shall be by majority vote except that:

a decision to commence development of a mine will require a unanimous vote: and
during the Earning Period. Traka shall be entitled to make all decisions in relation to programs and budgets and the other parties shall have no vote in that regard.

Traka shall be the manager of the joint venture and responsible for the day to day operations of the joint venture. The manager shall prepare programs and budgets for submission to the operating committee for approval and must prepare a feasibility study if requested to do so by the committee.

If the parties cannot reach any unanimous decision to commence development of a mine then any party wishing to develop a mine may give notice to the other parties requiring them to elect to either offer their interest for sale on the open market but subject to the pre-emptive rights of the joint venturers or offer their interest for sale to the mining parties at a purchase price to be agreed or determined by the expert. If no party elects to purchase the interest for sale within the required time then the proposal to develop the mine shall not proceed. If the parties do agree to develop a mine then they shall negotiate a production joint venture to govern the development of that mine.

If a party fails to contribute to expenditure, which failure continues for 45 days after notice of such failure, then that party's interest shall automatically be diluted at 1.5 times the rate of the voluntary dilution.

The JV Agreement provides for an area of influence defined by certain specified co-ordinates. If a party proposes to take up or acquire a mining tenement or interest within the area of influence it must first offer that tenement or interest to the other parties for inclusion in the joint venture. If the offer is made during the Earning Period then Traka shall be required to earn a 60% interest in that new tenement but on the basis that its overall expenditure commitment to earn the 60% interest remains at the \$1,000,000.

A party may only sell its interest for consideration which consists solely of cash or for a fixed sum of expenditure and must first offer its interest to the other joint venturers on the same terms and conditions as which it is proposed to sell to a third party, provided that each of the parties is free to sell to related body corporate (subject to certain conditions). In addition, Hampton and Metallica are free to assign amongst themselves without having to comply with the preemptive rights provisions. Any sale to a third party requires the third party to first execute a deed agreeing to be bound by the terms of the JV Agreement. Any party may mortgage or encumber its interest to a third party provided the third party enters into a deed acknowledging that it is bound by the provisions of the JV Agreement.

The parties are required to keep information relating to the joint venture and the JV Agreement confidential.

(f) Consultancy Agreement - Patrick Verbeek

The Company entered into a consultancy agreement with Malahang Pty Ltd ("Malahang") on 14 October 2003 ("Consultancy Agreement"). In accordance with the terms of the Consultancy Aareement. Malahana has aareed to provide the services of its employee, Patrick Verbeek to undertake all functions, duties, roles and authorities which the Company would require of a person engaged as Managing Director of the Company on a full time basis. Patrick Verbeek's role as Managing Director of the Company extends to acting as such for any related bodies of the Company.

The Consultancy Agreement commences on the date of the Company's admission to the Official List of the ASX and continues for a period of 2 years. Either the Company or the Consultant may elect to extend the term for a further period of 2 years on terms to be agreed.

The Company must pay Malahang consultancy fees of \$165,000 per annum, gross of tax and exclusive of GST, to be paid on a monthly basis, in arrears. The Company must also reimburse Malahang for all reasonable expenses incurred by Malahang in carrying out its consultancy services to the Company.

8.5 Rights Attaching to Shares

There is only one class of shares on issue in the Company being fully paid ordinary shares. The rights attaching to Shares in the Company are:

(a) set out in the Constitution of the Company, a copy of which is available for inspection at the registered office of the Company during normal business hours; and
in certain circumstances, regulated by the Corporations Act, the Listing $(b)$ Rules, the SCH Business Rules and the general law.

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

Voting

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

A poll may be demanded by the Chairman of the meeting, by any five shareholders present in person or by proxy, attorney or representative, or by any one or more shareholders who are together entitled to not less than 5% of the total voting rights of, or paid up value of, the shares of all those shareholders having the right to vote at that meeting.

Dividends

Dividends are payable out of the Company's profits and may be declared by the Directors.

Transfer of Shares

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

The Directors of the Company may refuse to register any transfer of shares, other than a proper SCH transfer (as defined in the Corporations Act), where permitted by the Listing Rules. The Company must not refuse to register or give effect to or delay or in any way interfere with a proper SCH transfer of shares or other securities.

Meetings and Notice

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

Liquidation Rights

On listing the Company will have only one class of shares on issue, which all rank equally in the event of liquidation. Once all the liabilities of the Company are satisfied, a liquidator may, with the authority of a special resolution of shoreholders divide the whole or any part of the remaining assets of the Company. The liquidator can with the senation of a special resolution of the

Company's shareholders vest the whole or any part of the assets in trust for the benefit of shareholders as the liquidator thinks fit, but no shareholder of the Company can be compelled to accept any shares or other securities in respect of which there is any liability.

Shareholder Liability

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

Alteration to the Constitution

The constitution can only be amended by a special resolution passed by at least three quarters of shareholders present and voting at the general meeting. At least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

ASX Listing Rules

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

8.6 Rights Attaching to Executive Options granted to Patrick Verbeek

The rottowing are the rights attaching to the Executive Options:

No monies will be payable for the issue of the Executive Options. $(a)$
A certificate will be issued for the Executive Options. $(h)$
(c) The Executive Options shall expire at 5pm on the date that is five years after the date on which they are granted ("Expiry Date").
(d) An Executive Option is a right in favour of the option holder to subscribe for one Share.
te) The option holder may exercise the Executive Obtions any time prior to the Expiry Date.
$(f)$ Shares allotted to option holders on exercise of Executive Options shall be issued at 35 cents each ("Exercise Price").
(g) The Exercise Price of Shares the subject of the Executive Options shall be payable in full on exercise of the Executive Options.
(h) Executive Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the option holder to:
(i) exercise all or a specified number of Executive Options; and
(ii) pay the subscription monies in full for the exercise of each Executive Option.

The notice must be accompanied by the option certificate and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some Executive Options shall not affect the rights of the option holder to the balance of the Executive Options held by the option holder.

(i) The Company shall allot the resultant Shares and deliver the holding statement within 10 business days of the exercise of the Executive Option.
(i) The Executive Options are not transferable other than to the holder's personal representative in the event of the death of the holder prior to the exercise of the Executive Options and before the Expiry Date.
(k) Shares allotted pursuant to an exercise of Executive Options shall rank, from the date of allotment, equally with existing ordinary fully paid Shares of the Company in all respects.
If the Company is admitted to the official list of a recognised stock $($ | exchange, the Company shall in accordance with the rules of that stock exchange make application to have Shares allotted pursuant to an exercise of Executive Options listed for official quotation.
(m) In the event of any re-organisation of the issued capital of the Company (including consolidation, subdivisions, reduction or return), the rights of an option holder will be changed to the extent necessary to comply with the listing rules applying to a re-organisation of capital at the time of the reorganisation.
(n) The Executive Options will not give any right to participate in dividends, bonus issues or entitlement issues until Shares are allotted pursuant to the exercise of the relevant Executive Options. There is no right to change

the exercise price of the Executive Options nor the number of underlying Shares over which the Executive Options can be exercised, if the Company completes a bonus or entitlements issue.

8.7 Employee Share Option Plan

The Company has adopted the Traka Employee Share Option Plan ("Plan") for the purpose of recognising the efforts of, and providing incentive to, employees of the Company. A summary of full terms and conditions of the Plan is set out below:

Under the Plan the Company may offer options to subscribe for shares in the $\mathcal{L}(\mathfrak{g})$ Company to Eligible Persons. Directors and part-time or full-time employees of the Company are "Eligible Persons" for the purposes of the Plan. Eligible Persons may nominate a nominee to hold options in their place.
The Board may determine that an Eligible Person is entitled to participate $(h)$ in the Plan and the extent of that entitlement after consideration of specified matters.
Options offered under the Plan are to be offered on such terms as the $\overline{c}$ Board determines and the offer must set out specified information including the number of options, the period of the offer and calculation of the exercise price. The exercise is to be determined by the Board with reference to the market value of the shares at the time of resolving to offer the options. Eligible Persons may accept the whole or a lesser number of the options offered to them.
$(d)$ No consideration is payable for the grant of the options unless the Board decides otherwise and the Company will not apply for official quotation of the options.
(e) The options are not transferable except to the options holder's personal representative in the event of the death of the holder of the options.
The options may be exercised in whole or part by notice to the Company $(f)$ accompanied by payment of the required exercise price. Within 10 business days of exercise the Board must issue the required number of shares, which will rank pari passu with previously issued shares.
The options may be exercised prior to the expiry date determined by the $\mathfrak{g}$ Board prior to the offer of the relevant options but no longer than 5 years from the date of grant of the options. Any options not exercised by that time will lapse.
Notwithstanding the terms of the options, the options may be exercised in $(h)$ the event of specified occurrences including a change of control allowing replacement of all or a majority of the Board or during the period of a takeover bid for the Company.
If an Eligible Person ceases to be an Eligible Person prior to the earliest $\left(\frac{1}{1}\right)$ date for exercise of their options, for any other reason other than a "Specified Reason" (being refirement at age 60 or over, permanent disability, redundancy or death), the options held by them or their nominee will automatically lapse. If an Eligible Person ceases to be an Eligible Person prior to the earliest date for exercise of their options because of a Specified Reason, the Board may, in its absolute discretion, waive or vary any conditions of exercise in regard to the options held by that Eligible Person, in which case that Eligible Person or their nominee will have 3 months to exercise their options. If an Eligible Person ceases to be an Eligible Person after the earliest date for exercise of their options for any other reason other than a Specified Reason, such Eligible Person or their nominee will have 3 months to exercise their options. If an Eligible Person ceases to be an Eligible Person after the earliest date for exercise of their options because of a Specified Reason then that Eligible Person or their nominee is entitled to exercise the options at any time prior to their expiry.
Option holders may only participate in new issues of securities if an option $(i)$ has been exercised and shares allotted before the record date for determining entitlements to the new issue. If there is a bonus issue the number of shares over which the options are exercisable will be increased by the number of shares the option holder would have received if the option had been exercised before the record date of the bonus issue. If there is a pro rata issue (other than a bonus issue), the exercise price of the options will be adjusted in the manner provided for in the Listing Rules. If there is a reorganisation of capital the options will be reorganised in the manner provided for in the Listing Rules.
(k) The Company shall not offer options under the Plan if the total number of shares the subject of the options to be offered will exceed 5% of the toral number of issued shares of that class when accreacted with:
(i) the number of shares of that class issued during the previous five years under the Plan or any other plan; and
(ii) the number of shares of that class which would be issued were each outstanding offer or option pursuant to the Plan accepted or exercised (not taking into account specified),

but disregarding specified excluded offers, offers not requiring disclosure or offers made under a disclosure document.

The rules of the Plan do not form part of any contract of employment of $($ | also control to the mid-mid-material must no ingitis of compensumon or damages as a result of termination of his or her employment so far as those rights arise from the holder ceasing to have rights under the Plan.
(m) The Plan is administered by the Board who have the power to determine procedures for administration of the Plan and resolve questions of fact or interpretation of the Plan. The Board may also alter, delete or add to the rules of the Plan at any time.

8.8 Directors' Interests

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

$\left( 0 \right)$ the formation or promotion of the Company; or
property acquired or proposed to be acquired by the Company in $(b)$ connection with its formation or promotion or the Offer; or
(c) the Offer.

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

Shareholding Qualifications

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

Directors' Holdings

Set out in the table below are details of Directors' relevant interests in the securities of the Company as at the date of this Prospectus:

Director	No. of Shares Held Directly	No. of Shares Held Indirectly	No. of Options Held Indirectly
Patrick Verbeek		1,750,000(a)	2,000,000(a)
Neil Tomkinson		2,250,000(b)
Joshua Pitt		2,500,000(c)
George Petersons	1,750,000	$\ddot{\phantom{0}}$
TOTAL	1,750,000	6,600,000	2,000,000

Note:

$\mathcal{L}(\mathfrak{g})$ These Shares and Options are held by Malahang Pty Ltd, a company controlled by Patrick Verbeek and his associates.

$(b)$ These Shares are held by Warramboo Holdings Pty Ltd, a company controlled by Neil Tomkinson and his associates.

These Shares are held by Wythenshawe Pty Ltd, a company controlled by Joshua Pitt and his associates. $\left( \mathrm{c} \right)$

The Directors may subscribe for Shares under this Prospectus.

Remuneration of Directors

The constitution of the Company provides that the directors may collectively be paid as remuneration for their services a fixed sum not exceeding the aggregate maximum sum per annum from time to time determined by the Company in general meeting (currently \$100,000).

For the current financial year ending 30 June 2004 it is expected that the non-executive directors' fees will collectively not exceed \$60,000.

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

Currently, Malahang Pty Ltd, a company associated with Patrick Verbeek, provides the services of Mr Verbeek to the Company on a full time basis and in consideration receives payment of \$300 per day (plus GST and expenses) for these services. As at the date of this Prospectus, Malahang Pty Ltd has received a total of \$73,966 from the Company. With effect from the day on which the Company is admitted to the Official List, Malahang Pty Ltd will receive fees from Traka for providing the services of Mr Verbeek in accordance with the terms of a consultancy contract entered into between the Company and Malahang Pty Ltd. This contract is summarised in Section 8.4(f) of this Prospectus.

George Petersons provides services to the Company as a casual employee on an as needs basis and is entitled to receive payment of \$300 per day (inclusive of superannuation) for these services. As at the date of this Prospectus, Mr Petersons has received a total of \$4,635 from the Company. If the Company

requires further services from Mr Petersons after listing, it is proposed that a consultancy agreement still to be negotiated will be entered into at that time.

Other Interests

The Company has entered into the Capricorn JV Agreement with Hampton Hill Mining NL and Metallica Pty Ltd. Each of Mr Tomkinson and Mr Pitt are directors and substantial shareholders of Hampton Hill Mining NL and are also directors of Metallica Pty Ltd. In addition, Mr Pitt and his associates control Metallica Pty Ltd.

The Company has entered into Deeds of Insurance, Indemnity and Access with each of the Directors under which the Company agrees to indemnify the Directors against certain liabilities incurred by the Directors while acting as Director of the Company, to insure the Directors against certain risks to which the Directors are exposed to as a Director of the Company and to grant to the Director a right of access to certain records of the Company for a period up to 7 years after the Director ceases to be a Director.

8.9 Electronic Prospectus

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

If you have received this Prospectus as an Electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Public Application Form. If you have not, please email the Company at

[email protected] and the Company will send to you, free of charge, either a hard copy or a further electronic copy of the Prospectus or both. The Company reserves the right not to accept a Public Anglication Earm from a person if it has reason to believe that when that person was given access to the electronic Public Application Form, it was not provided together with the Electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such a case, the Application moneys received will be declt with in accordance with section 722 of the Corporations Act.

8.10 Interests of Named Persons

Except as disclosed in this Prospectus, no promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus holds, or during the last two years has held, any interest in:

the formation or promotion of the Company; or $\langle 0 \rangle$
property acquired or proposed to be acquired by the Company in $(b)$ connection with its formation or promotion or the Offer; or
$(c)$ the Offer,

and no amounts of any kind (whether in cash. Shares or otherwise) have been paid or agreed to be paid to a promoter or any person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Bell Potter Securities Limited has acted as Lead Manager and Underwriter in relation to the Offer. For these services, the Company will pay fees of \$240,000 plus reimbursement of expenses (estimated to be \$10,000 -\$15,000) in accordance with the Underwriting Agreement summarised in Section $8.4(a)$ .

Blakiston & Crabb have acted as solicitors to the Offer and in that capacity have been involved in undertaking due diligence enquiries in relation to the legal matters and providing legal advice to the Company in relation to the Offer. The Company will pay approximately \$45,000 to Blakiston & Crabb for these services. Blakistor, & Crabb have provided other professional services to the Company during the last two years for which the Company will pay rees hitalin'i province netal, 328.000

RSG Global Pty Ltd has prepared the Independent Geological Report included in Section 4 of this Prospectus. In respect of this work the Company has agreed to pay approximately \$20,500 for these services.

神社神社細細

Horwath (WA) Pty Ltd has prepared the Investigating Accountant's Report included in Section 5 of this Prospectus. In respect of this work the Company will pay approximately \$2,500 - \$5,000.00. Horwath (WA) Pty Ltd has also provided tax advise to the Company and for these services the Company will pay approximately \$7.500.

Horwath Perth is acting as auditor to the Company. For the audit for the year ended 30 June 2003 the Company will pay in the range of \$1,500 - 2,000 for auditing and related services.

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

8.11 Consents

Each of the parties referred to in this Section 8.11:

(a) does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based other than as specified in this Section;
$(h)$ to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section; and
(c) has not authorised or caused the issue of this Prospectus.

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

Horwath (WA) Pty Ltd has given its written consent to the inclusion in this Prospectus of its Investigating Accountant's Report and all statements referring to that report in the form and context in which they are included and has not withdrown such consent before lodgement of this Prospectus with the AS:C.

Each of the following has consented to being named in the Prospectus in the copocity as noted below and have not withdrawn such consent prior to the locoement of this Prospectus with the 4SIC:

Rei Porter Securities (intitad of Lead Macager and Underwitter

Blakiston & Crabb as solicitors to the Company: $(ii)$
RSG Global Pty Ltd as Independent Consulting Geologist; $(iii)$
Horwath (WA) Pty Ltd as Investigating Accountants; $(iv)$
Horwath Perth as auditor to the Company; and $(v)$
(vi) Computershare Investor Services Ltd as share registry for the Company.

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

8.12 Costs of the Issue

The total estimated costs of the Issue, including legal fees incurred, registration fees, underwriting fees, fees for other advisers, Prospectus design, printing and advertising expenses and other miscellaneous expenses, will be approximately \$410,000 (exclusive of any goods and services tax which may be payable on that amount) comprising the following:

Service	Estimate of Cost (\$)
Underwriting/Brokers Fees	240,000
Independent Geological Report	20,500
Investigating Accountant's Report and related costs	15,000
Legal and related costs	45,000
Administration and Printing	57,500
Lodgment and Listing fees	32,000
Total Cost Estimate	410,000

8.13 Privacy Disclosure Statement

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

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

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

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

8.14 Directors Responsibility Statement and Consent

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

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

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

Dated: 14 October 2003

Torribin

Signed for and on behalf of Traka Resources Limited by Neil Tomkinson Chairman

defined terms

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

Applicant(s)	Person(s) who submit valid Public Application Forms pursuant to this Prospectus.
Application	A valid application made to subscribe for a specified number of Shares pursuant to this Prospectus.
ASIC	Australian Securities and Investments Commission.
ASX	Australian Stock Exchange Limited ACN 008 624 691.
Board	The board of Directors.
Capricorn JV	The joint venture formed under the Capricorn JV Agreement.
Capricorn JV Agreement	The agreement between Hampton Hill Mining NL, Metallica Pty Ltd and Traka summarised in Section 8.4(e).
Capricorn Project	The project in the Pilbara, Western Australia known as the Capricorn Project and described further in the Independent Geologisti
	Report in Section 4.
Closing Date	5pm Western Standard Time on 7 November 2003.
Company or Traka	Traka Resources Limited ACN 103 323 173
Corporations Act	Corporations Act 2001 (Cth).
Directors	The Directors of the Company.
Electronic Prospectus	An electronic version of this Prospectus.
Issue	The issue of Shares pursuant to this Prospectus.
Listing Rules	The official listing rules of ASX.
Offer	The invitation to the public made in this Prospectus to subscribe for Shares.
Official List	The official list of ASX.
Public Application Form	The form so described which is attached to or accompanies this Prospectus.
Prospectus	This Prospectus and includes the Electronic Prospectus.
Ravensthorpe Gold Project	The project near Ravensthorpe, Western Australia known as the Ravensthorpe Gold Project and described further in the Independent Geologist's Report in Section 4.
Ravensthorpe Nickel Project	The project near Ravensthorpe, Western Australia known as the Ravensthorpe Nickel Project and described further in the
	Independent Geologist's Report in Section 4.
Red5	Red5 Limited (ACN 068-64/-610)
Red5 Application Form	The form so described which accompanies this Prospectus.
Red5 Option	The option to acquire the Ravensthorpe Nickel Project and Ravensthorpe Gold Project granted to Traka under the RedS Option
Agreement.
Red5 Option Agreement	The option agreement made between Traka and Red5 summarised in Section 8.4(b) of this Prospectus.
SCH Business Rules	The same meaning as in the Corporations Act.
Section	A section of this Prospectus.
Share(s)	Fully poid ordinary share (s) in the Company
Underwriter	Bell Forter Securities Limited (43N 25, 006, 390, 772).

	TRAKA RESOURCES LIMITED PUBLIC APPLICATION FORM	Share Registrars use only
	Please read all instructions on reverse of this form	Broker reference - stamp only
A	Number of Shares applied for Total amount payable B (minimum 10,000 and then multiples of 1,000 Shares.) cheque(s) to equal this amount
	AS at $$0.20$ per Share =	Broker code Adviser Code
	you may be allocated all of the Shares above or a lesser number
C	Full name details title, given name(s) (no initials) and surname or company name	Tax file number(s) D Or exemption category
	Name of applicant 1	Applicant 1/company

	Name of joint applicant 2 or	Joint applicant 2/ trust
	Name of joint applicant 3 or	Joint applicant 3/exemption

	Full postal address Number/Street	Contact details Contact name

		Contact daytime telephone number
	Suburb/Town State/Postcode	Contact email address

G	CHESS HIN (if applicable)
H	Cheque payment details please fill out your cheque details and make your cheque payable to "Traka Resources Limited - Float Account"
Drawer	Cheque number BSB number	Account number
		Total amount of cheque
	Return of this Public Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the Company. I/We declare that:
	this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the $\left( 0 \right)$
	Constitution of the Company; and

I/we have received personally a copy of this Prospectus accompanied by or attached to this Public Application Form or a copy of this Public Application $(b)$ Form or a direct derivative of this Public Application Form, before applying for Shares.

No signature is required.

You should read the Prospectus dated 14 October 2003 carefully before completing this Public Application Form. The Corporations Act prohibits any person from passing on this Public Application Form (whether in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form).

Guide to the Traka Resources Limited Public Application Form

This Public Application Form relates to the Offer of 20.000.000 Shares in Traka Resources Limited at \$0.20 per Share pursuant to the Prospectus dated 14 October 2003. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before conlying for Shares. A person who gives another person access to this Public Apolication Form must at the same time and by the same means give the other neron access to the Prospective and any supplementary prospective (if applicable). While the Prospective is current. the Cartanay will send outer tomes of the Prospective and any supplementary prospectus (if applicable), and a Public Application Form, on request and without charge.

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

Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. Δ
Insert the relevant amount of Application monies. To calculate your Application monies, multiply the number of Shares applied for by the sum of \$0.20 $\overline{B}$
Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of the company. Up to three ioint Applicants may $\epsilon$ register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and address in the same format as that are presently registered in the CHESS system.
Enter your Tax File Number (TFN) or exemption category. Where applicable, please enter the TFN for each joint Applicant. Collection of TFN(s) is authorised by taxation laws 'n. Quotation of your TFN is not compulsory and will not affect your Application.
E Please enter vour postal address for all correspondence. All communications to you from the share registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered.
F Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application.
The Company will apply to ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Stock Exchange G Limited. In CHESS, the Company will operate an electronic CHESS subregister of securities holdings and an electronic issuer sponsored subregister of securities holdings. Together the two subregisters will make up the Company's principal register of securities. The Company will not be issuing certificates to Application in respect of securities allotted.

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

Please complete cheque details as requested: Ħ

Make your cheque payable to "Traka Resources Limited - Float Account" in Australian currency and cross it "Not Negotiable". Your cheque must be drawn on an Australian Bank. The amount should agree with the amount shown in Section B. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected.

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

Correct form of Registrable Title

Note that only lead entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other lead entities acceptable to the Company. At least one full aiven name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable title may be included by way of an account designation if completed exactly as described in the example of correct forms of registrable title below:

Type of investor	Correct form of Registrable Title	Incorrect form of Registrable Title
Individual Use names in full, no initials	Mr John Alfred Smith	JA Smith
Minor (a person under the age of 18) Use the name of a responsible adult, do not use the name of a minor.	John Alfred Smith	Peter Smith
Company Use company title, not abbreviations	ABC Pty Ltd ABC Co	ABC P/L
Trusts Use trustee(s) name(s), do not use the name of the trust	Mrs Sue Smith	Sue Smith Family Trust
Deceased Estates Use executor(s) personal name(s), do not use the name of the deceased	Ms Jane Smith $<$ Est John Smith A/ $\le$	Estate of late John Smith
Partnerships Use partners personal names, do not use the name of the partnership	Mr John Smith and Mr Michael Smith $\mathsf{L}_2$ -John Smith and Son A/C	John Smith and Son

Lodgment of Applications

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

Traka Resources Limited C/- Bell Potter Securities Ltd Level 37, Exchange Picza, 2 The Esplanace PERTH WA 6000

Trake Resources Limited C/- Bell Potter Securities Ltd GPO Box Z5404, St Georges Terrace PERTH WA 683?

Public Application Forms must be received by later than Sam WST time an 7 November 2003.

non araban dagu ana araban ang tanggan dari na kina ang mang mga manang mga mang ating mga mga mang mga mga mga mga ka

TRAKA RESOURCES LIMITED PUBLIC APPLICATION FORM	Share Registrars use only
Please read all instructions on reverse of this form				Broker reference - stamp only
Number of Shares applied for A (minimum 10,000 and then multiples of 1,000 Shares.)		B Total amount payable	cheque(s) to equal this amount
	at \$0.20 per Share $=$	A\$		Broker code Adviser Code
you may be allocated all of the Shares above or a lesser number
Full name details title, given name(s) (no initials) and surname or company name C				Tax file number(s) D Or exemption category
Name of applicant 1				Applicant 1/company
Name of joint applicant 2 or				Joint applicant 2/ trust
Name of joint applicant 3 or				Joint applicant 3/exemption
Full postal address Number/Street				Contact details F Contact name

				Contact daytime telephone number
Suburb/Town		State/Postcode		Contact email address
CHESS HIN (if applicable) G
Cheque payment details please fill out your cheque details and make your cheque payable to "Traka Resources Limited - Float Account" н
Drawer	Cheque number	BSB number	Account number	Total amount of cheque

(a)				Return of this Public Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the Company. I/We declare that: this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the

Constitution of the Company; and

$(b)$ I/we have received personally a copy of this Prospectus accompanied by or attached to this Public Application Form or a copy of this Public Application Form or a direct derivative of this Public Application Form, before applying for Shares.

No signature is required.

$\bar{z}$

Guide to the Traka Resources Limited Public Application Form

This Public Application Form relates to the Offer of 20,000,000 Shares in Traka Resources Limited at \$0.20 per Share pursuant to the Prospectus dated 14 October 2003. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Public Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if goplicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if applicable), and a Public Application Form, on request and without charge.

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

Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. Δ
Insert the relevant amount of Application monies. To calculate your Application monies, multiply the number of Shares applied for by the sum of \$0.20. $\mathbf{B}$
$\mathbf{C}$ Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of the company. Up to three ioint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and address in the same format as that are presently registered in the CHESS system.
Enter your Tax File Number (TFN) or exemption category. Where applicable, please enter the TFN for each joint Applicant. Collection of TFN(s) is authorised by taxation laws. h Quotation of your TFN is not compulsory and will not affect your Application.
Please enter your postal address for all correspondence. All communications to you from the share registry will be mailed to the person(s) and address as shown. For Joint E Applicants, only one address can be entered.
Please enter vour telephone number(s), area code, email address and contact name in case we need to contact vou in relation to vour Application. F
The Company will apply to ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Stock Exchange G Limited. In CHESS, the Company will operate an electronic CHESS subregister of securities holdings and an electronic issuer sponsored subregister of securities holdings. Together the two subregisters will make up the Company's principal register of securities. The Company will not be issuing certificates to Application in respect of securities allotted.

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

Plense complete cheque details as requested: H

Make your cheaue payable to "Traka Resources Limited - Float Account" in Australian currency and cross it "Not Negotiable". Your cheaue must be drawn on an Australian Bank. The amount should agree with the amount shown in Section B. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected.

$\overline{1}$ Before completing this Public Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging this Public Application Form, the Applicant(s) carees that this Application is for Shares in the Company upon and subject to the terms of this Prospectus, agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign this Public Application Form.

Correct form of Registrable Title

Note that only legal entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full aiven name and the sumame is required for each natural person. The name of the beneficiary or any other non-registrable title may be included by way of an account designation if completed exactly as described in the example of correct forms of registrable title below:

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

Lodgment of Applications

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

Traka Resources Limited C/- Bell Potter Securities Ltd. Level 37. Exchange Plaza, 2 The Espianage PERTH WA 6000

Troko Resources Limited C/- Bell Potter Securities Ltd. GPC Box Z5404, St Georges Terrore PERTH WA 6831

Public Application Ferms must be received no later than 5pm W67 time on 7 November 2003

TRAKA RESOURCES LIMITED PUBLIC APPLICATION FORM				Share Registrars use only
Please read all instructions on reverse of this form				Broker reference - stamp only
Number of Shares applied for A (minimum 10,000 and then multiples of 1,000 Shares.)		Total amount payable B	cheque(s) to equal this amount
	at $$0.20$ per Share =	A\$		Broker code	Adviser Code
you may be allocated all of the Shares above or a lesser number
C	Full name details title, given name(s) (no initials) and surname or company name			Tax file number(s) D Or exemption category
Name of applicant 1				Applicant 1/company

Name of joint applicant 2 or				Joint applicant 2/ trust
Name of joint applicant 3 or				Joint applicant 3/exemption

Full postal address Number/Street				Contact details Contact name

				Contact daytime telephone number

Suburb/Town		State/Postcode		Contact email address

CHESS HIN (if applicable) G
H	Cheque payment details please fill out your cheque details and make your cheque payable to "Traka Resources Limited - Float Account"
Drawer	Cheque number	BSB number	Account number	Total amount of cheque

	Return of this Public Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the Company. I/We declare that:
$\left( 0 \right)$	this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the
Constitution of the Company; and

No signature is required.

Guide to the Traka Resources Limited Public Application Form

This Public Application Form relates to the Offer of 20.000.000 Shares in Traka Resources Umited at SO 20 per Share pursuant to the Prospectus dated 14 October 2003. The expiry date of the Prospectus is the date which is 13 months after the acte of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before appiving for Shares. A person who gives another person access to this Public Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if applicable), and a Public Application Form, on request and without charge.

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

Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. A
B Insert the relevant amount of Application monies. To colculate your Application monies, multiply the number of Shares applied for by the sum of \$0.20
$\mathsf{C}$ Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of the company. Up to three joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and adaress in the same format as that are presently registered in the CHESS system.
h Enter your Tax File Number (TFN) or exemption category. Where applicable, please enter the TFN for each joint Applicant. Collection of TFN(s) is authorised by taxation laws. Quotation of your TFN is not compuisory and will not affect your Application.
E Please enter your postal address for all correspondence. All communications to you from the share registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered.
Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application F.
The Company will apply to ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Stock Exchange G Limited. In CHESS, the Company will operate an electronic CHESS subregister of securities holdings and an electronic issuer sponsored subregister of securities holdings. Together the two subregisters will make up the Company's principal register of securities. The Company will not be issuing certificates to Application in respect of securities allotted.

Please complete cheque details as requested: $\mathbf{H}$

Make your cheque payable to "Traka Resources Limited -- Float Account" in Australian currency and cross it "Not Negotiable". Your cheque must be drawn on an Australian Bank. The amount should agree with the amount shown in Section B. Sufficient cleared funds should be held in your account, as cheques returned ungaid are likely to result in your Application being rejected.

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

Correct form of Registrable Title

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

Correct form of Registrable Title	Incorrect form of Registrable Title
Mr John Alfred Smith	JA Smith
John Alfred Smith	Peter Smith
ABC Pty Ltd ABC Co	ABC P/L
Mrs Sue Smith $\le$ Sue Smith Family A/C $>$	Sue Smith Family Trust
Ms Jane Smith $\lt$ Est John Smith A/C>	Estate of late John Smith
Mr John Smith and Mr Michael Smith $\epsilon$ John Smith and Son A/( $>$	John Smith and Son

Lodgment of Applications

Return your completed Public Application Form with chequels! attached to:

Trake Resources Limited OR Traka Resources Limited C/- Bell Porter Securities Ltd. 07- Be^r Potter Scoutties Ltd Level 37, Exchange Pitza, 2 The Estionade PERTH WA 6000 יִרְאֵי יִיִּחְבִי

370 Bell 25404, St Georges Terrace

^vublic soplication forms rays he received to pian than Som WST time on 7 November 2003

AI assistant

LIBERTY METALS LTD — Capital/Financing Update 2003

65234_rns_2003-11-04_756d1c39-5c2e-43e4-904c-19e74033f321.pdf

MARKET RELEASE

PROSPECTUS

TRAKA Resources LIMSTED

CORPORATE DIRECTORY

DIRECTORS

SECRETARY

REGISTERED OFFICE

SOLICITORS

INDEPENDENT ACCOUNTANTS

INDEPENDENT CONSULTING GEOLOGIST

LEAD MANAGER AND UNDERWRITER

SHARE REGISTRY

AUDITORS

INVESTMENT HIGHLIGHTS

The Ravensthorpe Nickel Project

The Ravensthorpe Gold Project

The Capricorn JV

CAPITAL STRUCTURE

IMPORTANT NOTICE

table of contents

overview of TRAKA

1.1 Background

1.2 Corporate Objectives

1.3 Corporate Strategies

1.4 Purpose of the Offer

1.5 Expenditure Plans

1.6 Working Capital

1.7 Traka's Projects

Introduction

The Ravensthorpe Nickel Project

The Jerdacuttup Area

The B1- Embayment area

The Mt Short Area

The Capricorn Joint Venture

The Ravensthorpe Gold Project

details of the offer

2.1 Description of the Offer

2.2 Oversubscriptions

2.3 Indicative Dates

2.4 Applications for Shares

delivered to

or by post to

2.5 Minimum Subscription

2.6 Allotment of Shares

2.7 Underwriting

2.8 Australian Stock Exchange Listing

2.9 CHESS

2.10 Overseas Investors

directors and management

3.1 Directors

Non Executive Chairman

Neil Tomkinson LLB (Hons)

Managing Director

Patrick Verbeek BSc. (Geology), AusIMM

Non Executive Director

Non Executive Director

3.2 Management

Company Secretary

3.3 Corporate Governance Statement

Independent Geologist's Report

Dear Sirs.

Table of Contents

List of Tables

List of Figures

EXECUTIVE SUMMARY

RAVENSTHORPE NICKEL PROJECT

$1.1$ Introduction

$1.2$ Tenure

$1.3$ Geology

$1.4$ Mineralisation and Previous Exploration

RAVENSTHORPE NICKEL & GOLD PROJECTS Regional Magnetics

$1.4.1$ Jerdacuttup Group

RAVENSTHORPE NICKEL PROJECT - RAV 1 PROSPECT Exploration Summary

$1.4.2$ B1-Embayment

$1.4.3$ Mt Short-Lake Chidnup

$1.5$ Project Potential

$1.6$ Exploration Strategy and Budget

LIBERTY METALS LTD Capital/Financing Update 2003

$3₁$ Status of Mining Tenements