LIVIUM LTD - Capital/Financing Update 2007

ACN 126 129 413

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For the issue of up to 17,425,000 Shares at an issue price of 25 cents each to raise a total of up to $4,356,250.

Important Information

This is an important document that you should read in its entirety.

If you do not understand it, you should consult your professional advisor without delay. The Shares offered by this Prospectus should be considered speculative.

m i d w i n t e r r e s o u r c e s . c o m . a u

P R O S P E C T U S

CORPORATE DIRECTORY

DIRECTORS

Jon O’Callaghan Chairman Philip Miolin Non-Executive Director David Seymour Non-Executive Director

COMPANY SECRETARY

Lisa Wynne

INVESTIGATING ACCOUNTANTS

Rix Levy Fowler Level 1, 12 Kings Park Road WEST PERTH WA 6005

SHARE REGISTRY

Advanced Share Registry Services 110 Stirling Highway NEDLANDS WA 6009

REGISTERED OFFICE

Level 1, 22 Oxford Close LEEDERVILLE WA 6007

CONTACT DETAILS

Website: www.midwinterresources.com.au Email: [email protected] Phone: (08) 9388 2816 Fax: (08) 9381 5911

Phone: (08) 9389 8033 Fax: (08) 9389 7871

AUDITORS

Rix Levy Fowler Level 1, 12 Kings Park Road WEST PERTH WA 6005

LEGAL ADVISORS TO THE COMPANY

Price Seirakowski Level 24, 44 St Georges Terrace PERTH WA 6000

INDEPENDENT GEOLOGIST

D V Horn PO Box 1412 West Perth WA 6872

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IMPORTANT NOTICE/INVESTMENT HIGHLIGHTS

IMPORTANT NOTICE

Prospective investors should read this Prospectus in its entirety, including the Independent Geologist’s Report in section 5, the Investigating Accountants’ Report in section 6, and the Solicitors’ Report in section 7.

Neither Midwinter Resources NL ( Midwinter Resources ) nor any other person guarantees the performance of the Shares offered pursuant to this Prospectus, or the performance of Midwinter Resources, or the return on any investment.

INVESTMENT HIGHLIGHTS

Midwinter Resources is an Australian based minerals exploration company established to generate significant shareholder wealth by identifying, acquiring, exploring and/or developing substantial mineral projects that possess the potential for significant cashflow and/or exploration upside.
The Board has extensive and relevant experience in the exploration and finance industries.
Upon successful completion of the IPO, the Company will have only 25,000,002 ordinary shares and 11,700,000 partly-paid Contributing Shares on issue offering shareholders excellent leverage to exploration success.
The Company has acquired an interest in two gold projects in Western Australia, being the Old Bronzewing Project located in the Eastern Goldfields of Western Australia and the Wilson’s Reef Project located in the East Kimberley region of Western Australia.
Midwinter Resources will maintain an active program of identifying projects in any jurisdiction that satisfy the corporate strategy of the Company.
The above highlights are a brief summary only, and must be read in conjunction with the remainder of this Prospectus.

P R O S P E C T U S

PRO FORMA CAPITAL STRUCTURE

The pro-forma capital structure of Midwinter Resources is summarised below and assumes the Offer is fully subscribed and no oversubscriptions are accepted.

	Number	$	%
Shares presently on issue	7,275,002	311,702	29.10
Shares to be issued to Vendors	300,000	75,000	1.20
Shares now offered	17,425,000	4,356,250	69.70
Total Issued Capital	25,000,002	$4,742,952	100%

A total of 25,000,002 fully paid Ordinary Shares and 11,700,000 partly paid Contributing Shares will be issued by the Company at the successful conclusion of the Offer. Of these, 300,000 Shares will be issued to vendors of assets to be acquired by the Company. A total of 7,275,002 Shares have been issued to Directors (refer to Section 8.3 for details of Directors’ Interests) and seed capitalists.

OVERSUBSCRIPTIONS

There will be no oversubscriptions accepted.

INDICATIVE TIMETABLE

Subscription lists open for Applications:	19 September 2007
ClosingDate for Applications:	3 October 2007
Dispatch of Statements of Shareholdings:	9 October 2007
Quotation of Shares on ASX expected to commence:	15 October 2007

These dates are indicative only and may vary. Midwinter Resources reserves the right to close the Offer early, or extend the Closing Date without prior notice. Applicants are therefore encouraged to submit Applications as soon as possible after the Opening Date.

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Details of the Offer
6
1.1
Shares Offered for Subscription
6
1.2
Maximum Subscription
6
1.3
Minimum Subscription
6
1.4
Purpose of the Offer
6
1.5
Underwriting
7
1.6
Arrangements with Brokers
7
1.7
Non-Renounceable Entitlements Issue of Options after Listing
7
1.8
Cash Flow Projection
7
1.9
Allotment Allocation of Shares
8
1.10
Applicants outside Australia
8
1.11
ASX Listing
8
1.12
CHESS
9
1.13
Enquiries in Relation to the Offer
9
1.14
How to Apply
9
1.15
Escrow Provisions
10
1.16
Electronic Prospectus
10
1.17
Privacy Disclosure
10
Company and Project Overview
11
Board and Management
13
3.1
Board of Directors
13
3.2
Corporate Governance
14
Risk Factors
15
Independent Geologist’s Report
18
Investigating Accountant’s Report
42
Solicitor’s Report on Tenements
52
Additional Information
61
Glossary of Names & Terms
71
Consent by the Directors
72
Application Form & Instructions
73

P R O S P E C T U S

IMPORTANT NOTICE

This Prospectus is dated 12 September 2007

A copy of this Prospectus was lodged with the ASIC on 12 September 2007. Neither the ASIC nor ASX take any responsibility for the contents of this Prospectus.

This Prospectus will be issued in paper form and as an electronic Prospectus, which may be viewed online at www.midwinterresources.com.au. The offer of Shares pursuant to this Prospectus is available to persons receiving an electronic version of this Prospectus in Australia. The Corporations Act 2001 prohibits any person from passing onto another person the Application Form unless it is attached to or accompanied by the 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 by e-mail at [email protected] .

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

No Shares will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus. Application will be made within seven (7) days after the date of this Prospectus for permission for the Shares offered by this Prospectus to be listed for Quotation.

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 and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer.

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an Exposure Period of 7 days from the date of lodgement of the Prospectus with the ASIC. This period may be extended by the ASIC for a further period of 7 days. The purpose of this Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of the 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 after the Exposure Period. No preference will be conferred upon Applications received in the Exposure Period.

Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for Shares. There are risks associated with an investment in Midwinter Resources and the Shares offered under this Prospectus must be regarded as a speculative investment. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares.

Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 9 of this Prospectus.

All amounts are in Australian dollars unless otherwise specified.

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DETAILS OF THE OFFER

1.1 SHARES OFFERED FOR SUBSCRIPTION

This Prospectus invites investors to apply for up to a total of 17,425,000 Shares at an issue price of 25 cents per Share to raise up to $4,356,250 before expenses of the Offer. All Shares issued pursuant to this Prospectus will be issued as fully paid and will rank equally in all respects with the Shares already on issue.

Applications must be for a minimum of 8,000 Shares and thereafter in multiples of 1,000 Shares, and can only be made by completing the Application Form attached to this Prospectus.

The Company reserves the right to reject any Application or to allocate any Applicant fewer Shares than the number applied for.

1.2 MAXIMUM SUBSCRIPTION

The maximum subscription to the Offer is 17,425,000 Shares raising $4,356,250 before expenses of the Offer. The maximum amount which may be raised under this prospectus is therefore $4,356,250.

1.3 MINIMUM SUBSCRIPTION

The minimum subscription to the Offer is 14,000,000 Shares at an issue price of 25 cents per share raising $3,500,000 before expenses of the Offer. If the minimum subscription has not been raised within three (3) months after the date of this Prospectus, all Applications will be dealt with in accordance with the Corporations Act 2001.

1.4 PURPOSE OF THE OFFER

In the two years after listing on ASX the funds raised from the Issue will be applied as follows:

Use of Funds Pre-Offer cash and receivables Total raised in the Offer Total Funds Available	Minimum Subscribed $ 305,605 3,500,000 3,805,605	Fully Subscription $ 305,605 4,356,250 4,661,855
Exploration expenditure (refer Section 2)	2,413,000	2,413,000
Acquisition costs of tenements (including stamp duty) Expenses of the Issue Broker Fees Administration Costs Additional working capital New Project Generation Total Funds Applied	52,500 117,316 175,000 500,000 347,789 200,000 3,805,605	52,500 117,316 217,813 500,000 1,111,226 250,000 4,661,855

P R O S P E C T U S

Notes:

1 Exploration expenditures will be reviewed on an on-going basis, depending upon the nature of results forthcoming from the respective work programmes.
2 In the event that more than the minimum subscription and less than the maximum subscription is raised, the Company intends to allocate the funds primarily towards additional working capital. However, as at the date of this Prospectus, it is not practical for the Board to speculate as to exactly how these funds may be applied as this will be influenced by the outcome of exploration yet to take place.
3 The above tables represent statements of the intended use of the funds raised by the Company as at the date of this Prospectus. However, it must be recognised that all exploration budgets may change as the conducted programs provide encouragement or disappointment and new opportunities may be identified elsewhere.

Following the completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives.

1.5 UNDERWRITING

The Offer is not underwritten.

1.6 ARRANGEMENTS WITH BROKERS

Midwinter Resources will pay a Lodgement Fee of 5% on all successful Applications lodged bearing a stamp representing a licensed broker.

1.7 NON-RENOUNCEABLE ENTITLEMENTS ISSUE OF OPTIONS AFTER LISTING

All Shareholders registered on the share register of Midwinter Resources at a date approximately ten (10) weeks after Midwinter Resources’ Shares are quoted on ASX will be entitled to participate in a proposed nonrenounceable entitlements issue of Options on the basis of 1 Option for every 2 Shares held. The options are to be issued at one (1) cent each with an exercise price of 25 cents and an expiry date of 30 September 2009. Application will be made for the Options to be granted Quotation.

The terms and conditions of the Options to be issued pursuant to the entitlements issue are set out in Section 8.11.1 of this Prospectus.

1.8 CASH FLOW PROJECTIONS

Midwinter Resources’s business is the exploration and/or development of mineral projects that possess the potential for significant cashflow and/or exploration upside. Given the speculative nature of this business, there are significant uncertainties associated with forecasting future revenue. On this basis, the Directors believe that reliable forecasts cannot be prepared and accordingly have not included forecasts in this Prospectus.

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1.9 ALLOTMENT AND ALLOCATION OF SHARES

Subject to ASX granting approval for the Company to be admitted to the Official List, the allotment of Shares to Applicants will occur as soon as possible after the Offer is closed, following which statements of Shareholdings will be dispatched. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk.

Pending the issue of the Shares, or return of the Application Monies, the Application Monies will be held in trust for the Applicants.

The Directors have the right to allocate Shares under the Offer. The Company may reject any Application or allocate any Applicant fewer Shares than applied for under the Offer.

If an Application is not accepted, or is accepted in part only, the relevant part of the Application Monies will be refunded. Interest will not be paid on Application Monies refunded.

1.10 APPLICANTS OUTSIDE AUSTRALIA

This Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the Offer. It is the responsibility of any Applicant who is resident outside Australia to ensure compliance with all laws of any country relevant to their Application, and any such Applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted Shares.

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.

1.11 ASX LISTING

Within 7 days after the date of this Prospectus, application will be made for the Shares offered by this Prospectus to be granted Quotation.

If approval for Quotation is not granted within 3 months after the date of this Prospectus, the Company will not allot or issue any Shares, and will repay all Application Monies without interest as soon as practicable.

ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may admit Midwinter Resources to its Official List is not to be taken in any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.

P R O S P E C T U S

1.12 CHESS

Midwinter Resources will apply to participate in the Clearing House Electronic Subregister System ( CHESS ), operated by ASX Settlement and Transfer Corporation Pty Ltd ( ASTC ) (a wholly owned subsidiary of ASX), in accordance with the Listing Rules and ASTC Settlement Rules. On admission to CHESS, the Company will operate an electronic issuer-sponsored subregister and an electronic CHESS subregister. The two subregisters together will make up the Company’s principal register of securities.

Under CHESS, the Company will not issue certificates to Shareholders. Instead, the Company will provide Shareholders with a holding statement (which is similar to a bank account statement) that sets out the number of Shares allotted to that Shareholder under this Prospectus.

This statement will also advise investors of either their Holder Identification Number ( HIN ) in the case of a holding on the CHESS sub-register or Security Holder Reference Number ( SRN ) in the case of a holding on the issuer–sponsored sub-register.

A statement will be routinely sent to holders at the end of any calendar month during which their holding changes. A holder may request a statement at any other time however a charge may be incurred for additional statements.

1.13 ENQUIRIES IN RELATION TO THE OFFER

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

1.14 HOW TO APPLY

Applications for Shares under the Offer can only be made on the Application Form attached to this Prospectus.

The Application Form must be completed in accordance with the instructions set out on the back of each Application Form. Completed Application Forms and accompanying cheques should, at any time after the Opening Date be:

Posted to:	OR	Delivered to:
Midwinter Resources NL		Midwinter Resources NL
C/- Advanced Share Registry Services		C/- Advanced Share Registry Services
PO Box 1156		110 Stirling Highway
NEDLANDS WA 6909		NEDLANDS WA 6009

Cheques must be made payable to “Midwinter Resources NL– Application Funds” and crossed “Not Negotiable”.

No brokerage or stamp duty is payable by Applicants.

Applications must be for a minimum of 8,000 Shares at the issue price of 25 cents per Share. Applications for more than 8,000 Shares must be in multiples of 1,000.

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1.15 ESCROW PROVISIONS

Securities on issue as at the date of this Prospectus may be subject to the restricted securities provisions of the Listing Rules. Accordingly, a proportion of such securities may be required to be held in escrow for up to 24 months and may not be transferred, assigned or otherwise disposed of during that period. These agreements will be entered into in accordance with the Listing Rules.

Based on their experience, the Directors expect that a substantial amount of the shares on issue at the date of this Prospectus will be subject to escrow restrictions.

1.16 ELECTRONIC PROSPECTUS

This Prospectus is available on-line at www.midwinterresources.com.au

1.17 PRIVACY DISCLOSURE

The Company collects information in relation to each Applicant as provided on an Application Form ( Information ) for the purposes of processing the Application Form and, should the Application be successful, to administer the Applicant’s security holding in the Company ( Purposes ).

The Company may use the Information for the Purposes and the Company may disclose the Information for the Purposes to the Share Registrar, the Company’s related bodies corporate, agents, contractors and third party service providers, and to ASX, ASIC and other regulatory authorities.

The Information may also be used and disclosed to persons inspecting the register, including bidders for your securities in the context of take-overs, licensed securities dealers, mail houses, and regulatory bodies including the Australian Taxation Office.

P R O S P E C T U S

COMPANY AND PROJECT OVERVIEW

THE COMPANY

Midwinter Resources is an exploration company established to generate significant shareholder wealth by identifying, acquiring, exploring and/or developing substantial mineral projects that possess the potential for significant cashflow and/or exploration upside.

The Company’s Directors possess a range of skills including a strong background in mineral exploration, and are highly motivated to achieve success by:

Discovering and defining resources and reserves.
Applying newly developed exploration models based on up-to-date research.
Attaining the maximum value from exploration expenditure.

Targeting additional projects that have the potential to host deposit types consistent with the Company’s corporate strategy.

To this end, Midwinter Resources has purchased an initial 20% interest in two gold projects within Western Australia, namely the Wilson’s Reef and Old Bronzewing Project. The Company has the rights to earn a total interest of 70% until the Vendors are required to contribute.

This section is only a brief summary of the Company’s projects. Potential investors are referred to the Independent Geologist’s Report in Section 5 of this Prospectus, where the projects and exploration programs are more fully described.

PROJECT OVERVIEW

The focus of the Company will be concurrently on the Old Bronzewing project and the Wilson’s Reef project.

The Old Bronzewing project is located in the North East Goldfields of Western Australia, approximately 700 kilometres north east of Perth and 400 kilometres north of Kalgoorlie. The Company has acquired an initial 20% interest in the project and has the rights to earn a total interest of 70%.

The Old Bronzewing project is directly along strike from the Bronzewing Mine which produced a total of approximately 2.2 million ounces of gold from open cut and underground operations between 1994 and 2004.

The Wilson’s Reef project is located in the East Kimberley region approximately 2,000 kilometres north east of Perth in the East Kimberly of Western Australia and 55 kilometres north east of the township of Halls Creek. The Company has acquired an initial 20% interest in the project and has the rights to earn a total interest of 70%.

The area is within the Halls Creek Mobile Zone which contains operating mines such as the Sally Malay Nickel Operation and several other base metal and precious metal deposits.

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EXPENDITURE SUMMARY

The Company proposes to fund its intended activities as outlined in the tables below from the proceeds of the Offer.

It should be noted that the budgets will be subject to modification on an ongoing basis depending on the results obtained from such exploration as carried out. Ongoing assessment of each of the Company’s gold interests may lead to increased or decreased levels of expenditure reflecting a change in emphasis. Subject to the above, the following expenditure is proposed:

BUDGET – YEAR 1 AND YEAR 2 THE OLD BRONZEWING PROJECT

EXPENDITURE	YEAR 1	YEAR 2	TOTAL
Wages/Salaries/Contractors	$108,000	$104,000	$212,000
Mapping, Gridding, Sampling	$67,000	$55,000	$122,000
Geophysics	$40,000	$40,000	$80,000
Drilling	$350,000	$320,000	$670,000
Assays	$69,000	$64,000	$133,000
Field Costs/Consumables	$32,000	$28,000	$60,000
Tenement Costs Contingency Total	$2,000 $67,000 $735,000	$2,000 $61,000 $674,000	$4,000 $128,000 $1,409,000

BUDGET – YEAR 1 AND YEAR 2 THE WILSON’S REEF PROJECT

EXPENDITURE Wages/Salaries/Contractors Mapping, Gridding, Sampling Geophysics Drilling Assays Field Costs/Consumables Tenement Costs Contingency Total	YEAR 1 $85,000 $60,000 $40,000 $250,000 $40,000 $20,000 $3,000 $50,000 $548,000	YEAR 2 $74,000 $55,000 $30,000 $200,000 $34,000 $20,000 $2,000 $41,000 $456,000	TOTAL $159,000 $115,000 $70,000 $450,000 $74,000 $40,000 $5,000 $91,000 $1,004,000

P R O S P E C T U S

BOARD AND MANAGEMENT

3.1 BOARD OF DIRECTORS

Jon O’Callaghan Chairman

Mr O’Callaghan has two decades of business experience, primarily as a corporate financer to emerging natural resource companies. His experience includes initiating, structuring, managing and capitalising a broad range of transactions including IPOs and secondary capital raisings, stock exchange listings, asset acquisitions and divestments, takeovers and reorganisations.

Mr O’Callaghan has played a key role in the inception, growth and development of numerous companies, including three that have gone on to become S&P/ASX Top 200 companies. Now based in London, he continues to draw on his extensive network and business experience to identify and secure exceptional natural resource projects.

Philip Miolin Non-Executive Director

Mr Miolin has a Bachelor of Arts and is presently actively involved in the Arts. He has a Graduate Diploma in Education and is a sessional lecturer at Curtin University. He has a long history of involvement in the resources sector and is a long term investor in Australian Mining stocks. He has a strong network of mining industry contacts that will further assist in the Company’s growth

David Seymour Non-Executive Director

David has over 25 years experience at executive level in the financial markets primarily in Investment banking and equities. He spent 10 years as a director of Capital Markets with UBS as well as holding positions as a Treasurer and General Manager with other financial institutions.

He has experience in equity/capital markets raisings, due diligence, risk management and ASX compliance and regulatory requirements combined with an extensive knowledge of global interest rate markets.

David brings additional financial, strategic and investment analysis skills to the Company.

Lisa Wynne Company Secretary

Ms Wynne is a Chartered Accountant with 6 years experience working with listed entities in senior financial roles responsible for management and financial reporting, taxation, and ensuring continuous disclosure and compliance. Lisa presently works with a number of emerging ASX listed resource companies and specialises in financial and company secretarial transaction and corporate work.

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3.2 CORPORATE GOVERNANCE

The Board is responsible for the overall corporate governance of the Company, and it recognises the need for the highest standards of ethical behaviour and accountability. The board is committed to administering its Corporate Governance structures to promote integrity and responsible decision-making. To the extent that they are relevant to the organisation, the Company has adopted the Ten Corporate Governance Principles and Best Practice Recommendations as published by the ASX Corporate Governance Council.

The following policies and procedures have been implemented and are available in full on the company’s website at www.midwinterresources.com.au .

Statement of Board and Management Functions;
Code of conduct for directors and key executives;
Share Trading Policy;
Audit Committee Charter;
Continuous Disclosure Policy;
Shareholder Communications Strategy;
Risk Management Policy;
Remuneration Committee Charter;
Process for performance evaluation of the Board, board committees, individual directors and key executives.

The Board will consider on an ongoing basis its Corporate Governance procedures and whether they are sufficient given the Company’s nature of operations and size.

P R O S P E C T U S

RISK FACTORS

An investment in Midwinter Resources has risk and prospective investors in the Company should consider the risk factors described in this section, together with the information contained elsewhere in this Prospectus, before deciding whether to apply for Shares.

4.1 EXPLORATION SUCCESS

Potential investors should understand that business of identifying, acquiring, exploring and/or developing mineral projects is a high-risk undertaking.

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

4.2 INVESTMENT RISKS

The business activities of the Company are subject to various risks that may impact on the future performance of the Company. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. There are a number of risk factors that investors should consider and seek independent advice on, before deciding whether or not to invest in Shares. The principal risk factors include, but are not limited to, the following:

Economic risks

Economic factors beyond the control of the Company, such as changes in commodity prices, interest rates, inflation, exchange rates and taxation, may negatively impact on the revenue and profitability of the Company.

Limited liquidity

Whilst the Company does have a strategy to proceed with an application to list on ASX, there is no recognised market for buying and selling the Shares at this time.

Mineral and Exploration Risk

The business of exploration, project development and mining contains risks by its very nature. To prosper, it depends on the successful exploration and/or acquisition of reserves, design and construction of efficient production/processing facilities, competent operation and managerial performance and proficient marketing of the product. In particular, exploration is a speculative endeavour and certain circumstances, cost over runs and other unforeseen events can hamper mining operations.

Environmental Impact Constraints

The Company’s exploration programs will, in general, be subject to approval by governmental authorities. Development of any of the Company’s properties will be dependent on the project meeting environmental guidelines and, where required, being approved by governmental authorities.

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Operating Risks

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

Having been incorporated on 22 June 2007 Midwinter Resources does not have any operating history, although it should be noted that the Company’s Directors have between them significant operational experience. No assurances can be given that Midwinter Resources will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until Midwinter Resources is able to realise value from its projects, it is likely to incur ongoing operating losses.

Resource Estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. At this stage the projects held by Midwinter Resources do not contain any resource estimates. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

Title Risks and Native Title

Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest; there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected. The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

Reference should be made to the relevant section of the Solicitor’s Report on Tenements set out in Section 7 of this Prospectus for information on the issue of title and a description of the native title regime in Western Australia.

P R O S P E C T U S

Additional Requirements for Capital

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

Reliance on Key Management

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

4.3 SPECIFIC RISKS ASSOCIATED WITH THE COMPANY

There are also a number of specific risks associated with the Company which may adversely affect the Company’s financial position, prospects and price of its listed securities. In particular, the Company is subject to risks relating to the exploration and development of mineral properties which are not generally associated with other businesses.

Set out below are specific risks that may adversely affect the Company:

4.3.1 the Western Australian Department of Industry and Resources (“Department”) from time to time reviews the environmental bonds that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company; and
4.3.2 the exploration costs of the Company described in the Project Review section of this Prospectus are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.
4.3.3 Ministerial Consent for the transfer of some of the tenements and tenement applications from Maincoast Pty Ltd and Peter Stanley Symonds to Midwinter Resources may be required from the Minister of Resources which can not be guaranteed.

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DV Horn

Consulting Geologist ( ABN 13 042 669 201 ) 7 Hermes Street 9354 7906 ph/fax [email protected] Riverton WA 6148 0438 605 964 mob

31st August 2007

The Directors

MIDWINTER RESOURCES NL

Level 1, 22 Oxford Close West Leederville WA 6007

Dear Sirs

INDEPENDENT GEOLOGIST’S REPORT

D V Horn (Horn) has been commissioned by Midwinter Resources NL. (“Midwinter” or “the Company”) to provide an Independent Geologist’s Report on the various prospecting licences (“mineral properties”) located in Western Australia, and in which the Company has, 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 the 31 August 2007, offering for subscription 17,425,000 Ordinary Shares at an issue price of 25 cents per Ordinary Share through a Prospectus, to raise a total of $4,356,250 (before costs associated with the issue). The funds raised will be used for the purpose of exploration and evaluation of the existing mineral properties and identification of new projects.

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

Mr Horn has based the review of the various mineral properties on information provided by the Company, along with technical reports prepared by Government agencies and previous tenements holders, government exploration database systems of Western Australia and other relevant published and unpublished data. A listing of the principal sources of information is included in the Independent Geologist’s Report. Site visits to the projects were not considered necessary as Mr Horn is familiar with the project areas having previously worked extensively in the Kimberley and Eastern Goldfields of Western Australia.

A final draft of the report was provided to the Company, along with a written request to identify any material errors or omissions prior to lodgement.

The mineral properties are understood to consist of a portfolio of granted prospecting licences and licence applications covering a total combined area of approximately 560 hectares. Assumptions have been made by Horn that the tenements and associated agreements are current, in good standing and the tenements are lawfully accessible for exploration.

The assessment of the properties included in the Project is initially based upon technical, tenement and cost information provided by the Company and this information has been accepted by Horn as being true and accurate and that the Company has not retained any material information relevant to the reporting assessment of the mineral properties.

P R O S P E C T U S

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

The mineral properties, in which the Company has, or is earning, an interest, are considered to be “Exploration Projects” which are speculative in nature but require additional exploration to enhance their economic potential. Mr Horn considers that these Projects have been retained or acquired on the basis of sound technical merit. All of the mineral properties are generally 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 Company’s proposed programs.

Exploration and evaluation programs summarised in the Report amount to a total expenditure of approximately $2,413,000, of which the Company plans to spend approximately $1,283,000 in the first year of assessment.

The Company intends to raise $4,356,250 and at least half the liquid assets held, or funds proposed to be raised by the Company, 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).

Mr Horn is satisfied that if the minimum subscription is raised the Company will have sufficient working capital to carry out its stated objectives, satisfying the requirements of ASX Listing Rule 1.3.3(a).

The Company has provided reasonably comprehensive work programs and budgets covering the initial two years of exploration. Where proposed exploration strategies have been stated, the proposed programs are considered to be broadly consistent with the potential of the various projects. The corresponding budgets are generally adequate to cover the anticipated costs of the programs. Mr Horn considers that sufficient exploration has been undertaken within the last 2 years, and where this is not the case the relevant areas have sufficient technical merit, to justify the proposed programs and associated expenditure, satisfying the requirements of ASX Listing Rule 1.3.3(a).

The Independent Geologist’s Report has been prepared on information available up to and including the 20th July 2007. Mr Horn has provided consent for the inclusion of the Independent Geologist’s Report in the Company 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.

This report has been compiled by Mr D. V. Horn, who is a professional geologist with more than eighteen years experience in the exploration, development, mining, and evaluation of mineral properties within Australia, Africa, Europe and South East Asia. Mr. Horn is a Member of AusIMM and AIG and has the appropriate relevant qualifications, experience, competence and independence to be considered an “Expert” under definitions provided in the Valmin Code. Mr Horn is an exploration, mining and resource consultant who has provided services to a number of Australian and international mining and exploration companies.

Mr Horn does not have, or previously had, any material interest in Midwinter Resources NL, or the mineral properties in which the Company has an interest. The relationship with Midwinter Resources NL 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

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D V Horn BAppSc (Geology) MAusIMM MAIG

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CONTENTS PAGE

EXECUTIVE SUMMARY	EXECUTIVE SUMMARY	EXECUTIVE SUMMARY	21
1	OLD BRONZEWING PROJECT		23
	1.1	INTRODUCTION	23
	1.2	LOCATION AND ACCESS	23
	1.3	TENURE	23
	1.4	GEOLOGICAL SETTING	24
	1.5	MINERALISATION STYLES	24
	1.6	PREVIOUS EXPLORATION	25
	1.7	PROSPECTS	26
	1.8	ENVIRONMENTAL	28
1.9 NATIVE TITLE 1.10 EXPLORATION PROGRAMS AND BUDGET 2 WILSONS REEF PROJECT 2.1 INTRODUCTION 2.2 LOCATION AND ACCESS 2.3 TENURE 2.4 GEOLOGICAL SETTING 2.5 MINERALISATION STYLES 2.6 PREVIOUS EXPLORATION 2.7 PROSPECTS 2.8 ENVIRONMENTAL 2.9 NATIVE TITLE 2.10 EXPLORATION PROGRAMS AND BUDGET PRINCIPAL SOURCES OF INFORMATION GLOSSARY OF TECHNICAL TERMS			28 28 30 30 30 30 31 32 34 35 36 36 37 38 40

P R O S P E C T U S

EXECUTIVE SUMMARY

Midwinter Resources NL have acquired two gold projects in Western Australia which contain significant historical gold workings in mineral rich belts close to producing mines. In particular, the Old Bronzewing Project is located in an area which has produced over 5 million ounces of gold from mining at the Bronzewing and Mount McClure Operations which are within a 10 km radius. The project clearly contains the same structural controls and lithologies as the Bronzewing deposit including cross fractures on a north east orientation within a regional north south shear zone.

The recent grant of P36/1503 and P36/1504 provides an opportunity for Midwinter to recommence exploration activities at the Old Bronzewing Project. The project has sat idle for many years while the nearby Bronzewing Plant was on care and maintenance. Since View Resources recommenced gold mining and treatment of ore at Bronzewing, many surrounding projects have been reviewed as possible sources of additional mill feed at the mine. The Old Bronzewing Project is within 6km of the plant.

Work to date within the Old Bronzewing Project has tested shallow targets and confirmed the continuity of structures and mineralisation. Also, work along strike has produced surface geochemical anomalies that have only been partially tested. Some significant targets remain un-drilled. In particular, extrapolation of south plunging ore zones beneath shallow drilling at the workings warrant further testing. Also, along strike away from the historic workings there are a number of areas that have had little work completed, particularly in the southern licence P36/1503. Additional work on this project should include a large component of well targeted deep drilling. This can be justified based on both the results received from exploration to date at the Old Bronzewing Project, as well as ore body characteristics from mining the large Bronzewing deposit which produced most gold from underground operations.

At Wilsons’ Reef in the east Kimberley there are similar clusters of historic workings with very little or no drilling to test possible depth extensions below 30 metres from surface. A significant amount of preliminary work has been completed to develop targets within the Wilsons’ Reef Project area however, many targets were not followedup by the companies involved at the time. This project also requires a significant amount of deep drilling after careful target selection using existing data sets as well as the acquisition of modern, high density ground geophysical data.

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Figure 1 Project Location Map

P R O S P E C T U S

1 OLD BRONZEWING PROJECT

1.1 INTRODUCTION

Midwinter has acquired the Old Bronzewing Project in the Eastern Goldfields of Western Australia. The company plans to use new geological interpretations and structural models to explore for gold mineralisation at depth within the project area. The tenements are directly along strike from the Bronzewing Mine which produced a total of approximately 2.2 million ounces of gold from open cut and underground operations between 1994 and 2004. The majority of this production, 1.8 million ounces of gold, came from underground development. The Bronzewing Mine, owned by View Resources, was recently recommissioned and poured first gold in May. View Resources have announced a total resource inventory of over 800,000 ounces of gold for the Project including agreements over surrounding satellite deposits.

1.2 LOCATION & ACCESS

The Midwinter Old Bronzewing Project is located in the North Eastern Goldfields of Western Australia approximately 700 kilometres north east of Perth and 400 kilometres north of Kalgoorlie. The project covers an area of 354 hectares and is just 5.5 kilometres from the View Resources Bronzewing Processing Plant. The project is centred on a number of historic gold workings including the Malbie, Bronzewing and Hawk workings. The area contains sparse scrub on low hills with reasonably well developed drainage shedding towards the east. Access to the Project is via the gravel Mt McClure road from Leinster (75km to the west) and station tracks. The project is located on the Barwidgee Pastoral Lease owned by View Resources.

The area has a semi-arid to arid climate, with hot summers (over 40oC) and cool to mild winters (rarely below 0oC). The mean annual rainfall of 200mm falls predominantly in the summer from erratic, localised thunderstorms, and less common cyclones. The area is subject to both droughts and short-term floods. Annual evaporation exceeds rainfall by a factor of 10 and generally only a very limited proportion of the rainfall recharges the groundwater. Rain can result in road closures however access is possible by four wheel drive vehicles for most of the year.

The Project is located on the Sir Samuel SG51-13 map sheet (1 : 250K scale).

1.3 TENURE

Midwinter Resources NL has acquired the Old Bronzewing tenements through an Agreement with prospecting group Maincoast Pty Ltd (Maincoast). Maincoast applied for the prospecting licences on the 28th of August 2003 and were granted on the 17th of July 2007.

The Midwinter licences are adjacent to mining leases held by View Resources Limited containing the multi million ounce Bronzewing Gold Project. The View holdings including an operating 2.3Mt per annum gold processing plant, all weather airstrip and 280 person mine camp all located within 6 kilometres of the Midwinter Old Bronzewing Project. Tenement details are summarised in Table 1.

Table 1 Murray Basin Project Tenement Application Details

Tenement ID	AREA (Ha)	App Date	Grant Date	Exp Comm	Map Sheet(s)
P36/1503	178	28-August 2003	17/7/07	$7,120	SG51-13
P36/1504	176	28-August 2003	17/7/07	$7,040	SG51-13

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1.4 GEOLOGICAL SETTING

The Old Bronzewing Project lies within the north north-west trending Yandal Greenstone Belt, which is bounded to the east by the deep seated Celia Lineament. The Yandal Belt is 300 kilometres long and up to 40 kilometres wide, trends north-south at it’s southern extent and north north-west to south south-east in the northern parts. The belt is comprised of typical Archaean acid volcanic and mafic volcanic lithologies, with minor metasediments and ultramafic rocks. The Project is located within a sequence of mafic volcanic and intrusive rocks. To the northeast and west of Old Bronzewing the greenstone is truncated by granite. The majority of gold deposits discovered to date are hosted in iron rich mafic rocks and comprise quartz veins within a zoned alteration body containing proximal sericite and sulphide alteration with an outer zone or distal carbonate alteration. Examples of these are the Darlot/Centenary, Mt McClure, Bronzewing, Mt Joel and Jundee/Nimary gold deposits.

Major shear zones in and around the Yandal Belt trend approximately north north-west and parallel to other major structures elsewhere in the Yilgarn Craton. Cross-linears trend broadly north-east and east south-east and occur in clusters within the Yandal Belt and into the surrounding granite batholiths.

Three major rock sequences can be distinguished in the central to northern Yandal Belt, and these have some similarities with the sequences in greenstone belts to the west and east. The Lower Greenstone Sequence is restricted to the west margin of the north Yandal belt and comprises banded iron formation and basalt. Much of the Yandal belt is the Middle Greenstone Sequence of ultramafic intrusions, komatiites, high-Mb basalt, tholeiitic basalt and dolerite. This sequence also contains Jundee-Nimary and Bronzewing-Mt McClure. The Upper Greenstone Sequence comprises intermediate to felsic volcanic rocks, clastic meta-sedimentary rocks and chert. The bulk of the greenstone belt appears to be 2.7 Ga in age.

The discoveries of 14 million ounces of gold in the 1990’s highlighted the significance of the Yandal Greenstone Belt as a major gold bearing province and sparked a major push in gold exploration for the area. The reason for the belt going relatively un-noticed for so long was the presence of cover and deep weathering. The belt is very deeply weathered with approximately 5% outcrop and also significant amounts of transported cover.

A north north-west trending fault/shear zone couple is believed to host the Bronzewing Gold Mine and pass through the Old Bronzewing Project area.

1.5 MINERALISATION STYLES

Mineralisation features or styles for the area are typically gold bearing quartz veins hosted by mafic schists. The structural controls at the nearby Bronzewing Mine are generally ductile shear zones with intra-shear zone boudins of pillow lava and ultramafic rock. These shear zones are from 30 to 100m wide and trend between 340 and 10 degrees. They are often linked by south easterly trending mineralised cross structures. It is these linking structures that may be significant for the Midwinter project area as it is directly along strike from the Mine and contains similar structural trends.

Most quartz veins carrying gold are parallel to schistosity at Bronzewing and trend between 340 and 20 degrees within an overall economic ore outline of 70 to 90 degrees. This overall geometry of mineralisation suggests a link between mineralisation and cross faults and fractures that may not have been considered during regional exploration programs at Old Bronzewing and other projects.

At the Bronzewing Mine, mineralisation below 400m depth forms linear parallel zones up to 600m long dipping 70 degrees to the south-east. Above this the ore zones have a much more complex geometry due to the multiple fault and shear zone orientations and redistribution of gold due to weathering. Large economic and coherent mineralisation at depth could sometimes be obscured or downgraded as follow-up targets during early exploration phases over these difficult regolith areas. Careful consideration must be given to the influences of these surficial processes within the regolith and the controlling mineralised structures at depth. Drill program design can significantly influence the interpretation of results.

P R O S P E C T U S

1.6 PREVIOUS EXPLORATION

Several companies have explored for gold in the Old Bronzewing area since gold was mined by prospectors in the early 1900’s. Several shafts and open stopes as well as a small open cut and some trenches are evident at surface over a strike length of 200m at Old Bronzewing area (P36/1503) and 120m at the Malbie workings which are a further 200m away to the north (P36/1504). A third set of old workings known as the Hawk workings are located 400m south east of the Old Bronzewing workings. The Hawk workings consist of a shaft and an open stope slot of less than 50 metres strike extent. The workings habve all been sunk on auriferous quartz vein material within narrow shear zones in altered mafic rocks.

The total recorded production for the three historic leases for the period 1909-1911 is 475.5 tonnes at an average grade of 20.8 g/t gold yielding 318.03 ounces.

The Old Bronzewing Project lies within an area that has been the subject of a number of regional exploration programs. The more recent work which was centred on the old workings themselves includes work by BHP, Melita Mining, Noble Resources NL, Eagle Bay Resources and Great Central Mines NL.

BHP conducted a gridding, mapping and 20 percussion hole drill program at the project in 1986. Several low grade mineralised zones were encountered at Malbie with the best results including 16m @ 0.83 g/t gold (In hole BW5 which included 2m @ 2.71 g/t gold), 10m @ 0.58 g/t gold (In hole BW8, including 2m@ 1.64 g/t gold) and 8m @ 1.92 g/t gold (in hole BW12 which included 6m @ 2.35 g/t gold). The drilling at Bronzewing and Hawke returned disappointing results with peak values of 6m @ 0.70 g/t gold and 6m @ 0.24 g/t gold respectively. BHP concluded the mineralisation was contained in a series of 50 – 80m long south plunging ore shoots which were poddy and they subsequently withdrew from the area.

Melita Mining NL completed a short 8 hole RC drill program for 239m in 1988 to test the depth potential of weakly anomalous zones identified by BHP. The best drill result was 2m @ 0.68 g/t gold from drill hole BRC26. In addition, Melita drilled three RAB holes to the east of the Bronzewing-Malbie line, to test geochemical anomaly defined by 100 x 50m soil sampling. The drilling failed to return any significant results however this maybe due to the drill spacing not allowing for a southerly plunge to the ore shoots.

Work by Great Central Mines on surrounding tenements in the early 1990’s discovered significant mineralisation in a 950m x 30m zone on exploration licence E36/161 which was adjacent to the Old Bronzewing Project. This discovery became known as Bronzewing and subsequently has produced 2.2 million ounces of gold. Over 80% of this production was from underground development.

In 1993 Noble Resources completed a literature search, interpretation of aeromagnetic data, orientation geochemistry, gridding, BLEG soil geochemistry, geological mapping, rock chip sampling and RC drilling. The drilling program was designed to test 10 targets from the work which included rock chip assays of up to 9.23 g/t gold and a soil anomaly with a peak value of 32 ppb gold. A total of 42 drill holes for 1,067m were drilled.

A best result of 4m @ 0.89 g/t gold in drill hole BB28 from 28m was returned. Some of the targets north of the Hawk workings were not tested due to heavy rain making access difficult at the time. The mapping, interpretation of aeromagnetic data and aerial photo study identified the main structural elements controlling mineralisation at Old Bronzewing. This included a north north-west trending shear couple which hosted the Great Central Bronzewing discovery and extended through the Old Bronzewing tenements. Noble concluded however that their exploration results had downgraded the possibility of discovering a large mineralised system within the project and withdrew from the area.

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Eagle Bay Resources completed reviews and came up with three deep targets for RC drill testing on the northern and southern tenement boundaries as well as beneath the workings themselves. Reports from 1994-96 detail work on the northern targets which produced low order gold anomalism in basalt and granites of up to 10m @ 0.35 g/t gold. No drilling beneath the old workings or on southern area was reported although the company did reiterate the targets were valid and warranted drilling. In 1996 a Joint Venture Agreement was signed between Great Central Mines (GCM) and Eagle Bay Resources over the Old Bronzewing Project.

In quarterly reports to the ASX, Great Central Mines indicate that a total of 15 RC drill holes were completed beneath the workings at Old Bronzewing. This drilling intersected weak mineralisation and confirmed that the shear zone that hosts the near surface mineralisation continues at depth. While this drilling returned low order gold values and widths of up to 4m @ 0.26g/t gold from 136m, no deep drilling along strike tracing the mineralised shear zone has been completed, particularly on the southern targets generated by earlier work by Noble Resources and Eagle Bay.

The ground to the north of the workings in P36/1504 also remains untested. Very few drill holes have been drilled outside of a 1 km area around the Old Bronzewing and Malbie workings despite several recommendations for this work to be completed. GCM concluded that further drilling was necessary to establish the relationship between the Bronzewing mineralised shear zone on grid easting 16600E and the Old Bronzewing shear zone on 15400E.

GCM was served with a notice of default in 2000 and was subsequently taken over by Normandy Yandal Operations Limited and no further work was completed at Old Bronzewing.

1.7 PROSPECTS

The Old Bronzewing Project area contains a number of historic workings in clusters or lines which are along strike from the Bronzewing Mine. These surface targets have been tested by relatively shallow drilling to date which has confirmed the continuity of mineralisation however the grades have been low to moderate and resulted in companies downgrading the project.

Very little drilling has been carried out to depths exceeding 40m vertical over the Project area. Shallow RAB and auger drill geochemistry has identified some targets along strike to the north and south of the workings which have not been adequately followed up.

A northerly trending shear control has been confirmed in structural interpretations at the project with mineralisation likely to parallel a steep northerly plunging intersection lineation. The high grade gold shoots at Old Bronzewing however are considered to be zones of remobilisation possibly along a superimposed shallow south plunging reverse shear array. These orientations have probably not been adequately drill tested beneath the old workings.

The nearby Bronzewing Mine has produced over 80% of gold from deeper underground reserves where gold grades and continuity of mineralisation have markedly improved. The proximity of the Old Bronzewing Project to the recently recommissioned Bronzewing plant warrant a revision of the work completed to date to carefully select targets at depth beneath the old workings and existing geochemical, geophysical and structural anomalies. All targets generated below 50m from surface should be prioritised and tested using deep RC or diamond drill techniques.

P R O S P E C T U S

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Figure 2 Old Bronzewing Project Summary Map

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1.8 ENVIRONMENTAL

The Old Bronzewing Project is located in the North Eastern Goldfields of Western Australia in an area of intense mineral exploration and mining activity. The Barwidgee Pastoral Lease 3114/772 is owned and managed by View Resources Limited. There are no stringent environmental limitations to exploration in the area and resources are being mined in close proximity to the Old Bronzewing Project.

Applications for substantial disturbance exploration activities are lodged with the Department of Industry and Resources with environmental impact details as per the Environmental Protection Act 1986. Environmentally Sensitive areas have stringent regulations for access and would normally require a special Ministerial Consent for access. There do not appear to be any Environmentally Sensitive areas within the Old Bronzewing Project.

1.9 NATIVE TITLE

There is a single Native Title Claim over the Old Bronzewing Project (NTC95/058). The effects of this Claim are not discussed here and are covered in the Solicitors Report on Mining Tenements elsewhere in the Prospectus. The Aboriginal Heritage Act 1972 protects Aboriginal Sites in Western Australia. A search of the database must be completed before proposing any work programs.

1.10 EXPLORATION PROGRAMS AND BUDGET

Midwinter Resources NL has proposed an exploration program and budget for the first two years at the Old Bronzewing Project upon listing on the ASX. The work involves a thorough data set compilation which is already largely completed, followed by geophysical surveys, target selection and drilling. The work is aimed at quickly identifying potential mineralisation based on previous drill results and geochemical regolith sampling. A budget of $1,409,000 is proposed by Midwinter which is considered to be valid and consistent with the size of the Old Bronzewing Project and its potential for significant discovery.

The planned exploration programs are as follows:

Year 1

Comprehensive open file and published report search. Collection and capture of all relevant information into a project data base
Purchase detailed remote sensing data sets such as aerial photography and Landsat data sets
Complete ground geophysics surveys
Process and interpret all of the data to prioritise targets for exploration programs including deep drill targets
Complete Phase 1 drilling of priority targets

Year 2

Assessment of results of phase 1 exploration activities
Finalise geological/structural project models

Commence Phase 2 exploration and follow-up/infill drilling
Detailed interpretation of all data generated for re-rating and prioritisation of new targets
Phase 3 drilling

Exploration methods may vary dependant upon results received from each phase of work. The company has stated that extra budgets can be allocated to areas that produce encouraging results.

P R O S P E C T U S

Table 2 Proposed Expenditure for the Old Bronzewing Project

EXPENDITURE	YEAR 1	YEAR 2	TOTAL
Wages/Salaries/Contractors	$108,000	$104,000	$212,000
Mapping, Gridding, Sampling	$67,000	$55,000	$122,000
Geophysics	$40,000	$40,000	$80,000
Drilling	$350,000	$320,000	$670,000
Assays	$69,000	$64,000	$133,000
Field Costs/Consumables	$32,000	$28,000	$60,000
Tenement Costs	$2,000	$2,000	$4,000
Contingency	$67,000	$61,000	$128,000
Total	$735,000	$674,000	$1,409,000

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2 WILSONS REEF PROJECT

2.1 INTRODUCTION

Midwinters’ Wilsons’ Reef Project comprises two granted Prospecting licences over historic gold workings in the East Kimberley region of Western Australia. The area is within the Halls Creek Mobile Zone which contains operating mines such as the Sally Malay Nickel Operation and several other base metal and precious metal deposits.

2.2 LOCATION AND ACCESS

The Wilsons’ Reef Project is located approximately 2,000 kilometres north east of Perth in the East Kimberley of Western Australia and 55 kilometres north east of the township of Halls Creek. Access to the area is very good via Great Northern Highway from Perth to Kununurra. The turnoff to Wilsons’ Reef is approximately 50 kilometres north of Halls Creek between the Little and Upper Panton River road crossings. This well maintained gravel road heads east for a further 17 kilometres to the Project area.

The topography is undulating with a few prominent hills and ridges dissected by numerous small creeks. The Kimberley region like other tropical areas of Australia has just two seasons which are known as The Wet and The Dry. The best time to conduct field activities is during The Dry which is mid April to mid October. The temperatures are mild averaging between 18 and 33 degrees, but more importantly the humidity is low. The area is at its busiest during June and July which are the coolest months attracting more tourists travelling through the Kimberley area.

The build up to The Wet (usually October and November) can become quite hot and humid with daily maximum temperatures climbing over 40 Celsius. The Wet Season can commence in December but usually in January and the area averages approximately 550mm of rainfall. During the wet some access roads become impassable.

2.3 TENURE

The Prospecting licences P80/1543 and P80/1544 were lodged by a private party Mr Peter Symonds on the 18th June 2004. They are located on the Dixon Range map sheet (SE52-6). The applications were subsequently granted on the 18th of November 2005. Details are shown in Table 3 below.

Table 3. Wilsons’ Reef Project Tenement Details

Tenement ID P80/1543 P80/1544	AREA (Ha) 18/6/04 18/6/04	App Date 111 97	Grant Date 18/11/05 18/11/05	Exp Comm $4,440 $3,880	Map Sheet(s) SE52-6 SE52-6

P R O S P E C T U S

2.4 GEOLOGICAL SETTING

Rock types in this part of the east Kimberley are part of the Early Proterozoic Lamboo Complex. Known gold mineralisation in the Halls Creek area is sourced from meta-sediments and volcanics from the Lamboo Complex (Halls Creek Group) which extend north north-east in a belt 50 to 90 kilometres wide and 400 kilometres long.

All rocks of the Lamboo Complex have undergone low to medium grade metamorphism. The oldest rocks in the eastern zone of the complex are the Ding Dong Down Volcanics and the Sophie Downs Granite, which are separated from the overlying Halls Creek Group by an unconformity. The Halls Creek Group consists of the Saunders Creek, Biscay and Olympio Formations. The Biscay and Olympio Formations have been intruded by the Woodward Dolerite.

The Ding Dong Down Volcanics consist of amygdaloidal basalt with minor rhyolite, mafic and felsic metasediments and meta-dolerite. The Saunders Creek Formation consists of quartz sandstone, feldspathic sandstone, conglomerate, greywacke, shale and siltstone. The Biscay Formation consists of basic volcanic rocks and interbedded shale, rhyolite-dacite, limestone, dolomite, carbonated volcanics, chert, cherty BIF, and phyllite. The Olympio Formation consists of greywacke, shale and siltstone. The Butchers Creek Gully Member, at the base of the Olympio Formation, consists of andesite to trachytic volcanic and volcaniclastic rocks with carbonaterich matrix and minor ferruginous chert.

Primary gold mineralisation in the area is attributed almost entirely to the contact zone between the Biscay and Olympio Formations. The Biscay Formation is conformably overlain by the Olympio Formation. Gold mineralisation also seems closely related to the Butchers Creek Gully Member.

The rocks of the eastern zone of the Lamboo Complex have undergone complex and multiple episodes of deformation. The structural and metamorphic history of the complex is described in detail by Hancock and Rutland (1984) and Griffin and Tyler, (1992). What is relevant for the Project area is that the Sophie Downs, Saunders Creek, and Castle Creek antiforms developed during a fourth deformation event which is characterised by sinistral strike-slip faults. Massive quartz veins developed along these faults and may represent fluid circulation that redeposited much of the gold in the Halls Creek area.

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2.5 MINERALISATION STYLES

Wilsons’ Reef consists of a gold bearing quartz vein so far defined over a strike length of 200 metres. It is between 0.3 and 1.5 metres wide and has gold grades of up to 35g/t with an average of approximately 10 g/t gold. The veins are sub-vertical in nature outcropping at surface and pinch and swell at depth. Country rocks are a suite of pelitic to arenaceous rocks of variable metamorphic grade and mica content belonging to the Biscay Formation.

Mineralisation at Wilsons’ Reef consists of glassy limonitic quartz veins carrying gold with minor galena, pyrite and chalcopyrite. This sulphide content is reflected in the average grade calculations from sampling by Southern Ventures as shown below:

Wilsons Reef

9.6g/t gold 7.9 g/t silver 82ppm copper 0.3% lead 0.16% zinc

The sulphide minerals were only rarely definable in the lode at Wilsons’ Reef concentrated in locally, typically almost massive, sulphide lenses. Galena and pyrite are the dominant sulphide. Moderate alteration was evident in the foot wall and hanging walls with sub-parallel foliation and layering. The evidence of lode geometry, wall rock alteration and wall rock competency strongly supports an epigenetic mineralising event related to stresses of the Hall Creek Mobile Zone. The mineralogy of the lodes and the geology of the district indicate that the lodes formed at some depth below the epithermal environment. It is believed that there is therefore potential at the project for discovery of blind lodes with significant mineralisation.

P R O S P E C T U S

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Figure 3 Wilsons’ Reef Project Summary Map

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2.6 PREVIOUS EXPLORATION

Several old workings and mines are situated in the area both inside and outside the Wilsons’ Reef Project. These gold bearing quartz reefs were discovered in the 1890’s and recorded production was less than 500 tonnes producing some 607 ounces of gold. The reefs were abandoned for several reasons including the isolated hostile environment, lack of water and the mineralogy of the narrow reefs which created treatment and recovery problems.

The area was mapped and sampled by the government in 1938 (Aerial Geological and Geophysical Survey of Northern Australia Report 40, 1939). In the 1960’s Picklands Mather International held leases in the Grants Creek area and completed some cursory sampling. In 1979 a private prospecting company confirmed the sampling results of the government survey. In 1980, prospects were acquired by Argosy Gold Mines NL (Southern Ventures NL).

In 1983, drilling was conducted at the Perseverance, Star of the Kimberley and Wilsons’ Reefs to better define the extent of gold mineralisation. Soil sampling at Perseverance by Southern Ventures/Dominion in 1986/87 was reviewed by Sweetwater (1987). In 1993 two costeans were dug along strike in the Perseverance ore body by Dominion. Sheared /gossanous quartz veins/stock-works provided weakly anomalous values up to 55ppb gold. A number of resource calculations were reported by Precious Minerals Australia (PMA) at Perseverance and Star of the Kimberley in 1984.

Between 1983 and 1988 Southern Ventures used soil samples, fourteen RC and one RC/Diamond drill hole to define the Wilsons’ Reef ore body. Southern Ventures calculated a resource 2,470 tonnes at 9.59g/t gold (undiluted). In 1993 Dominion cut a costean to test the extension of Wilsons’ Reef to the east. Sweetapple (1995) believed this ore reserve to be severely limited.

At Wilsons’ Reef, a total of 9 drill holes for 224 metres were reported by Southern Ventures (although 14 holes are plotted in cross sections and plans). The drilling intersected the reef in a sequence of pelitic schists of variable metamorphic grade and mica content. Thin 10cm veinlets within the wall rocks sometimes carried quite high grades of gold and wall rock shearing and deformation were evident in drilling. Grades returned from assaying included a peak value of 49.5 g/t gold over a metre.

Comet Hill, a prospect containing two large quartz outcrops 500m south of Scottish Reef, was sampled by Dominion in 1993. They dug a 160m long costean. Samples collected by PMA in the costean yielded 16ppb over one metre from a gossanous quartz veined fault zone. Finucane (1939) reported values of 12.18 g/t gold over 18 inches from a sample collected from a vein just west of Comet Hill.

Active mining for alluvial gold at Dry Creek has been undertaken sporadically since 1897. No official records are available for recent production. A Mr Johny Porkhmenko, a prospector and former tenement holder, reported detecting an 80 ounce (2.5kg) gold specimen in 1981. Another prospector, Tony Campbell, reported detecting 400 ounces of gold (12.4kg) from 1983 to 1985. Gem Exploration and Minerals Ltd conducted a regional exploration program along the Panton River in 1983/84. Of their three samples on the Panton River only one contained measurable gold (0.6grams per cubic metre).

Stream sediment sampling by Anglo-American in 1973 traced mineralisation north of Dry Creek to small quartz veins. Gold mineralisation in the area was attributed to A-type volcanics in the Olympio Formation with mineralising fluids circulating in D3/D4 faults to favourable lithological/structural positions.

Freeport Australia Minerals Ltd explored a prospect to the west based on the presence of anomalous stream sediment and rock chip results. Subsequent work could not duplicate the anomalous results but led to the drilling of a vertically dipping silicified shale/chert band in meta-basalt. Three percussion holes were completed for a combined depth of 155m. The best result was 0.89 g/t gold over a metre. Freeport concluded that gold was not concentrated sufficiently to form an ore body.

P R O S P E C T U S

Uranium exploration has been carried out in the area on the west limb of the Saunders anticline. Drilling in the 1950’s intersected values of up to 0.16% U3O8 however there were nom intercepts considered by the company to be “economic”.

The most recent work has been conducted by PMA who held the ground between 1993 and 1998. During this time a number of field programs were conducted including:

Air photo interpretation
General reconnaissance, rock chip sampling
Interpretation of satellite imagery
Helicopter supported stream sediment sampling
Preparation of project base maps, road maintenance etc.

No drilling was completed by PMA at the Wilsons’ Reef Project.

2.7 PROSPECTS

The workings at Wilsons’ Reef consist of at least four groups including Wilsons’, Comet, Lone Hand and Pantheon Queen. Of these, only Wilsons’ Reef has had any significant evaluation work completed to date. Drilling by Southern Ventures in 1988 intersected gold bearing quartz veins in all 14 holes drilled. The deepest hole drilled was only 50m and intersected the lode at a vertical depth of less than 40m. There has been no deep drilling completed at Wilsons’ Reef to test the grades or widths of mineralisation at depth.

The gold bearing quartz reef at Lone Hand is mapped for at least 90 metres. A single drill hole (to 29m) and one costean have been reported for this area with minor mineralisation intersected. The interpretations suggest the drill hole was incorrectly sited and missed the mineralised zone. Similarly, the Panton Queen (Pantheon Queen) has had little work carried out to date. This prospect consists of a 50m quartz reef at surface with historic shafts at the northern end of the outcrop. Grab samples from the shaft have reported grades of up to 58.1 g/t gold and yet there appears to have been no drilling completed to date.

Exploration in the area has focussed on the historic gold workings at the Kimberley Queen and the Perseverance prospects which are outside of the Midwinter Wilsons’ Reef Project. Very little attention has been given to the cluster of gold reefs within the Wilsons’ Reef area despite the high gold grades from the few shallow drill holes and grab samples completed so far.

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2.8 ENVIRONMENTAL

The Wilsons’ Reef Project is located in the East Kimberley of Western Australia. The Project is located on the Sophie Downs Pastoral Lease (3114/1032). There are no stringent environmental limitations to exploration in this area and several mines are currently operating in this part of the Kimberley region including the Sally Malay Nickel Mine (50km north).

Applications for substantial disturbance exploration activities are lodged with the Department of Industry and Resources with environmental impact details as per the Environmental Protection Act 1986. Environmentally Sensitive areas have stringent regulations for access and would normally require a special Ministerial Consent for access. There are no Environmentally Sensitive areas within the Wilsons’ Reef Project.

2.9 NATIVE TITLE

There is a single Native Title Claim over the Wilsons’ Reef Project (NTC WC99/044, Malarngowen). The effects of this Claim are not discussed here and are covered in the Solicitors Report on Mining Tenements elsewhere in the Prospectus.

The Aboriginal Heritage Act 1972 protects Aboriginal Sites in Western Australia. A search of the database must be completed before proposing any work programs

P R O S P E C T U S

2.10 EXPLORATION PROGRAMS AND BUDGET

Midwinter Resources NL has proposed an exploration program and budget for the first two years at the Wilsons Reef Project upon listing on the ASX. The work involves a thorough data set compilation, the acquisition of detailed ground geophysical data, followed by target selection and drilling. The work is aimed at testing the area for potential economic gold mineralisation beneath and along strike from historic workings. A budget of $1,004, 000 is proposed by Midwinter which is considered to be valid and consistent with the size of the Wilsons’ Reef Project and its potential for significant discovery.

The planned exploration programs are as follows:

Year 1

Comprehensive open file and published report search. Collection and capture of all relevant information into a project data base
Purchase detailed remote sensing data sets such as aerial photography and Landsat data sets
Complete ground Geophysics surveys
Process and interpret all of the data to prioritise targets for exploration programs including drill targets
Complete Phase 1 drilling of priority targets

Year 2

Assessment of results of phase 1 exploration activities
Finalise geological/structural project models
Commence Phase 2 exploration and follow-up/infill drilling
Detailed interpretation of all data generated for re-rating and prioritisation of new targets
Phase 3 drilling

Exploration methods may vary dependant upon results received from each phase of work. The company has stated that extra budgets can be allocated to areas that produce encouraging results.

Table 4 Proposed Expenditure for the Wilsons’ Reef Project

EXPENDITURE	YEAR 1	YEAR 2	TOTAL
Wages/Salaries/Contractors	$85,000	$74,000	$159,000
Mapping, Gridding, Sampling	$60,000	$55,000	$115,000
Geophysics	$40,000	$30,000	$70,000
Drilling	$250,000	$200,000	$450,000
Assays	$40,000	$34,000	$74,000
Field Costs/Consumables	$20,000	$20,000	$40,000
Tenement Costs	$3,000	$2,000	$5,000
Contingency	$50,000	$41,000	$91,000
Total	$548,000	$456,000	$1,004,000

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PRINCIPAL SOURCES OF INFORMATION

OLD BRONZEWING PROJECT

Anand, R. R., Wildman, J. E., Varga, Z. S., Phang, C., 2000. Regolith Evolution and Geochemical Dispersion in Transported and Residual Regolith – Bronzewing Gold Deposit

Eagle Bay Resources NL, October 1992. Annual Report PL36/1060 and PL 36/1059 Bronzewing Prospect, company report, Open File A37401 Western Australian Department of Industry and Resources

Eagle Bay Resources NL, April 1994.Old Bronzewing Project Progress Report PL36/1059-60, company report, Open File A42919 Western Australian Department of Industry and Resources

Eagle Bay Resources NL, November 1996. Annual Report Old Bronzewing Project M36/331, company report, Open File A49635 Western Australian Department of Industry and Resources

Gebre-Mariam, M., Sharpe, E., Smith, R., 2000. Geology of the Bronzewing Gold Deposit, Yandal Belt.

Great Central Mines Limited, April 1999. Joint Annual Report Exploration Licences E36/161, E37/252, 283, 336, E52/224, 284, 304-305, 387, 394, 573, Mining Licences M36/263, 295, 312, 318-323, M37/274, M53/62, 140, 292-297, 373-375, 388-393, Prospecting Licences P36/1059-1060, 1331, 1380, 1382, P37/5293 “C176/1997 – Bronzewing”, Company Report, Open File A58870 Western Australian Department of Industry and Resources

Noble Resources NL, July 1993. Progress Exploration Report P36/1059, 1060 To Period Ending 30/6/93, company report, Open File A39648 Western Australian Department of Industry and Resources

Phillips G. N., Vearncombe J. R., Blucher I.,Rak D., 1998. Bronzewing Gold Deposit – 1998 Perspective.

Worley, B., Powell, R., Parkes, C., Kotz, A., Cahill, J. L., 2000. Gold Related Hydrothermal Alteration: The View From Bronzewing.

P R O S P E C T U S

WILSONS REEF PROJECT

Australian Mineral Ventures, July 1980. Final Report on TR’s 7114H-7117H and 7190H Grants Creek Area East Kimberley, company report, Open File A9090 Western Australian Department of Industry and Resources

Dominion Mining Limited, March 1994. Annual Report Grants Creek Project E80/1343 Kimberley Star, company report, Open File A40958 Western Australian Department of Industry and Resources

Dominion Mining Limited, March 1994. Annual Report Panton Gorge E80/1646, company report, Open File A42489 Western Australian Department of Industry and Resources

Dominion Mining Limited, December 1993. Annual Report Grants Creek Project M80/233 M80/366 E80/1243, company report, Open File A46315 Western Australian Department of Industry and Resources

Egerton Gold NL, March 1997. Exploration Licence 80/1633 Grants Creek Final Report, company report, Open File A50594 Western Australian Department of Industry and Resource

Precious Metals Australia Limited, July 1996. Annual Report on Mining Lease 80/366 Grants Creek East Kimberley covering the period 3 February 1995 to 2 February 1996, company report, Open File A48514 Western Australian Department of Industry and Resources

Precious Metals Australia Limited, July 1996. Annual Report to 31 December 1994 on Grants Creek Prospect covering the tenements M80/233, M80/366, M80/405, company report, Open File A48669 Western Australian Department of Industry and Resource

Precious Metals Australia Limited, May 1998. Annual Report to 31 December 1997 on Grants Creek Prospect C283/1996 covering the tenements E80/1646, E80/1786, M80/233, M80/366, M80/405, company report, Open File A55014 Western Australian Department of Industry and Resource

Precious Metals Australia Limited, August 1998. Partial Surrender Report for Exploration Licence E80/1646, company report, Open File A55768 Western Australian Department of Industry and Resource

Precious Metals Australia Limited, August 1999. Surrender Report for Exploration Licence E80/1786 Grants Creek Project Halls Creek East Kimberley WA, company report, Open File A58914 Western Australian Department of Industry and Resource

Precious Metals Australia Limited, August 1999. Surrender Report for Exploration Licence E80/1646 Grants Creek Project Halls Creek East Kimberley WA, company report, Open File A58917 Western Australian Department of Industry and Resource

Southern Ventures NL, March 1988. 1987 Annual Report Grants Creek Project P80/185, 186, 187, 188, 189 and 190 Halls Creek Goldfield, Western Australia, company report, Open File A23039 Western Australian Department of Industry and Resources

Southern Ventures NL, January 1989. Grants Creek Field Program 1988, company report, Open File A27212 Western Australian Department of Industry and Resources

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GLOSSARY OF TECHNICAL TERMS

aeromagnetics Airborne measurement of the earth’s magnetic field for the purpose of recording magnetic characteristics of rocks. alteration halo Zone of chemical alteration surrounding mineralisation. May be used as a ‘pathfinder’ to the primary mineralisation. Amphibolite A metamorphic rock composed mainly of amphibole, a family of minerals in which the silica molecules are bound together in parallel chains. anomalous Having statistically significantly higher or lower values than the norm. anomaly A portion of an area surveyed that is different in appearance from the area surveyed in general or containing higher or lower values than considered normal. Archaean The oldest rocks of the Earth’s crust – older than 2,400 million years. Assay An examination of a sample to determine by measurement its chemical ingredients. Au Chemical symbol for gold. Auriferous Containing gold. basalt A fine-grained, dark igneous rock, generally extrusive, composed of half feldspar and half mafic materials. calcrete A surficial form of carbonate, usually formed during weathering processes. carbonate Rock of sedimentary or hydrothermal origin, composed primarily of CO3 chlorite A dark replacement mineral related to mica. clastic Sediments derived from erosion of pre-existing rocks. deformation Process by which rocks are folded or faulted. deposition The precipitation of mineral matter from solution. disseminated Mineral grains scattered throughout host rock. dolerite A medium-grained mafic intrusive rock composed mainly of pyroxene and plagioclase; crystalline basalt. dyke A tabular igneous intrusion cutting across the bedding or other planar structures in the country rocks. exploration Projecting, sampling, mapping, drilling and other work involved in the search for mineralisation. fault A fracture in rock along which there has been relative displacement of the two sides either vertically or horizontally; this may provide a channel for the passage of mineral-bearing solutions. felsic Descriptive of light-coloured, fine-grained igneous rock containing an abundance of mineral feldspar (generally potassium-rich) and quartz but with a very low content of mafic minerals. ferruginous Pertaining to or containing iron; red-coloured rocks in which the iron content has been oxidised. gabbro Coarse-grained, dark igneous rock of similar composition to basic volcanics. geochemical anomaly A concentration of one or more elements in rock, soil, water or vegetation that differs significantly from the normal concentration. geochemical surveys The application of methods and techniques of geochemistry, such as soil and rock sampling, in the search for minerals. geophysical survey The exploration of an area in which physical properties (for example, resistivity, conductivity, magnetic properties) unique to the rocks in the area are quantitatively measured by one or more geophysical methods. grade Quantity or gold or other metal per unit weight of host rock or sample. granite Coarse-grained igneous crystalline rock with a high silica content. granitoid Pertaining to or composed of granite. greenstone Term for any fine-grained mafic igneous rock. grid Systematic array of points or lines along which field observations are made. ground magnetics Ground based measurement of the earth’s magnetic field for the purpose of recording magnetic characteristics of rocks. host rock Rock containing mineralisation. igneous Formed by solidification from the molten state. laterite Iron-rich residual surface rock capping formed by weathering in tropical conditions.

P R O S P E C T U S

mafic	Referring to igneous rocks composed dominantly of iron and magnesium minerals.
magnetic anomaly	magnetic values above or below the norm for a particular rock.
magnetite	A mineral; magnetic oxide of iron.
metamorphic	Alteration and re-crystallisation or rocks because of heating or application of
	pressure or both.
metabasalt	Partly metamorphosed basalt rocks.
mineralisation	The concentration of metals and their chemical compounds within a body of rock.
monzogranite	The name of a subdivision of granite rocks.
nickel	Silvery-white metal used in alloys.
outcrop	An exposure of bedrock at the surface, projecting through the overlying soil cover.
oxidised	Near-surface decomposition by exposure to the atmosphere and groundwater.
percussion drilling	A method of drilling which utilises a hammering action under rotation to penetrate
	rock while the cuttings are forced to the surface by compressed air returning outside
	the drill rods.
ppb	Parts per billion.
ppm	Parts per million
prospect	Any mine workings not yet valued; an area to be examined geophysically for
	minerals, and an area confirmed by geophysical and geological studies to the degree
	that it can now be tested.
pyrite	Magnetic iron sulphide mineral.
pyroxene	A dark silicate mineral common in mafic rocks
pyrrhotite	Magnetic iron sulphide mineral.
quartz	A very common mineral composed of silica.
RAB drilling	Rotary air blast drilling, a technique whereby the cuttings are returned to the surface
	outside the drill stem by compressed air and are thus liable to contamination from
	the wall rocks.
RC drilling	Reverse circulation drilling, a technique in which the cuttings are recovered through
	the drill rods, thereby minimising sample losses and contamination.
regolith	Weathered portion of the land surface down to bedrock.
sampling	Taking small pieces of rock at intervals along exposed mineralisation for assay (to
	determine the mineral content).
schist	Type of fine-grained metamorphic rock with a laminated fabric similar to slate.
sediment	Formed by the deposition of solid fragmental or chemical material that originates
	from the weathering of rocks.
shear	A fracture in rock that is similar to a fault; zone in which rocks have been deformed
	by lateral movement along innumerable parallel planes.
silicified	Referring to rocks in which a significant proportion of the original constituent
	minerals have been replaced by silica.
sill	Intrusive igneous rock horizontally or sub-horizontally emplaced.
stratigraphic	Pertaining to the composition, sequence and correlation of stratified rocks.
stratigraphy	The study of stratified rocks, especially their age, correlation and character.
structure	The sum total of the structural features of an area.
sulphides	Minerals comprising a chemical combination of sulphur and metals.
tenement	Area of land defined by a government authority over which an applicant may conduct
	exploration or mining activity. Aka ‘Mineral Property’. eg Mining Lease or Prospecting
	Licence.
ultramafic	Referring to an igneous rock composed essentially of dark-coloured iron and
	magnesium minerals.
vacuum drilling	A technique whereby the cuttings are sucked into a vacuum apparatus. Typically
	used for shallow drilling of the regolith profile with minimum contamination from the
	wall rocks.
vein	A narrow, dyke-like intrusion of mineral traversing a rock mass of different material.
volcanic	Class of igneous rocks that have flowed out or have been ejected at or near the
	Earth’s surface, as from a volcano.
weathering	The set of all processes that decay and break up bedrock by physical fracturing or
	chemical decomposition.

31 August 2007

The Directors Midwinter Resources NL Level 1 22 Oxford Close WEST LEEDERVILLE WA 6007

Dear Sirs

INVESTIGATING ACCOUNTANT’S REPORT – MIDWINTER RESOURCES NL

INTRODUCTION

This report has been prepared at the request of the Directors of Midwinter Resources NL (“Midwinter Resources” or “the Company”), for inclusion in a prospectus to be lodged with the Australian Securities and Investment Commission (“ASIC”) on or around 3 September 2007 (“Prospectus”), relating to the proposed issue of 17,425,000 ordinary shares at an issue price of 25 cents each to raise a total of $4,356,250.

The Company will not retain any right to accept oversubscriptions. The offer is not underwritten and the minimum subscription level is $3,500,000.

BASIS OF PREPARATION

The report has been prepared to provide investors with information on historical results and the financial position of Midwinter Resources, and to provide investors with a pro forma balance sheet of Midwinter Resources as at 23 August 2007 adjusted to include funds raised by this Prospectus and the completion of exploration interest acquisitions and other transactions as referred to in Note 2 of Appendix 2.

This Report does not address the rights attaching to the Shares to be issued in accordance with the Prospectus, the risks associated with the investment, nor form the basis of an Expert’s opinion with respect to a valuation of the Company or a valuation of the Share issue price of 25 cents per share.

Rix Levy Fowler (“RLF”) has not been requested to consider the prospects for Midwinter Resources nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. RLF accordingly takes no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report.

P R O S P E C T U S

BACKGROUND

Midwinter Resources was incorporated on 22 June 2007 as a no limited company.

From the date of incorporation to 23 August 2007, 7,275,002 ordinary fully paid shares have been issued as follows:

2 shares were issued on incorporation of the company at $1.00 per share;
4,200,000 shares were issued to promoters at $0.001 per share; and
3,075,000 shares were issued to seed investors at $0.10 per share;

In addition to the above, from the date of incorporation to 23 August 2007, 11,700,000 ordinary contributing partly paid shares have been issued at $0.0001 per share.

Since incorporation, the only activities undertaken by the Company have been to enter into option and farm in agreements for interests over exploration tenements and the preparation for the proposed ASX listing of Midwinter Resources. Refer to Section 8 of this prospectus for further details of the nature of these agreements.

SCOPE OF REPORT

RLF has been requested to:

(a) report whether anything has come to our attention which would cause us to believe that the historical financial information disclosed in the appendices to this report is not fairly presented in accordance with generally accepted accounting principles as applied in Australia for reporting on financial information in a public offer document; and
(b) report whether anything has come to our attention which would cause us to believe that the pro forma financial information disclosed in the appendices to this report is not properly drawn up in accordance with the basis of preparation and assumptions set out therein and with generally accepted practice as applied in Australia for presenting pro forma financial information in a public offer document.

Midwinter Resources has prepared, and is responsible for, the historical and pro forma financial information included in the appendices to this report.

SCOPE OF REVIEW

RLF has not audited the financial statements of Midwinter Resources as at 23 August 2007. We have conducted our review of the historical financial information in accordance with Australian Auditing Standard ASRE 2410 “Review of an Interim Financial Report Performed by the Independent Auditor of the Entity”. We made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances, including:

(i) enquiry of directors, management and others;
(ii) review of contractual arrangements; and
(iii) a review of work papers, accounting records and other documents.

The review procedures were substantially less in scope than an audit examination conducted in accordance with generally accepted auditing standards.

Having regard to the nature of the review, which provides less assurance than an audit, and to the nature of the historical and pro forma financial information, this report does not express an audit opinion on the historical and pro forma financial information included in the appendices to this report.

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VALUATION OF EXPLORATION INTERESTS

The principal assets of Midwinter Resources will be its exploration interests.

The exploration interests have been included at cost in the pro forma balance sheet. We have not performed our own valuation of the exploration interests. We are unable to form a view on whether the carrying values of the exploration interests are fairly stated.

OPINIONS

(a) Historical Financial Information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the historical financial information, as set out in the appendices of this report is not presented fairly in accordance with generally accepted accounting principles as applied in Australia for reporting on financial information in a public offer document.

(b) Pro Forma Financial Information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the pro forma financial information, as set out in appendices of this report is not properly drawn up in accordance with the basis of preparation in appendices and assumptions set out to this report and generally accepted practice as applied in Australia for presenting pro forma financial information in a public offer document.

SUBSEQUENT EVENTS

To the best of RLF’s knowledge and belief, there have been no material items, transactions or events subsequent to 23 August 2007 not otherwise disclosed in this report or its appendices, that have come to our attention during the course of our review which would cause the information included in this report to be misleading.

INDEPENDENCE

RLF does not have any interest in the outcome of the listing of the shares, other than in connection with the preparation of this report for which normal professional fees will be received. RLF were not involved in the preparation of any part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. RLF consents to the inclusion of this report in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn.

Yours faithfully

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RIX LEVY FOWLER Audit & Corporate Pty Ltd

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RANKO MATIC Director

P R O S P E C T U S

APPENDIX 1 – HISTORICAL AND PRO-FORMA FINANCIAL INFORMATION

BALANCE SHEET

	Note	Reviewed	Reviewed
		Actual	Pro forma
		23 August 2007	23 August 2007
		$	$
CURRENT ASSETS
Cash and cash equivalents	3	304,838	4,235,148
Trade and other receivables TOTAL CURRENT ASSETS NON CURRENT ASSETS Exploration expenditure TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Accumulated losses TOTAL EQUITY	4 5 6	743 305,581 25 25 305,606 - - 305,606 312,872 (7,266) 305,606	39,055 4,274,203 127,525 127,525 4,401,728 - - 4,401,728 4,408,994 (7,266) 4,401,728

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APPENDIX 2 – NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The financial statements have been prepared in accordance with the measurement and recognition (but not the disclosure) requirements of all Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (‘AIFRS’).

The financial statements have been prepared on an accruals basis, are based on historical cost and except where stated do not take into account changing money values or current valuations of noncurrent assets. Cost is based on the fair values of the consideration given in exchange for assets.

The preparation of the income statements and balance sheets in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the balance sheets are disclosed where appropriate.

The financial information has been prepared on the basis of a going concern. The company’s ability to continue as a going concern is contingent upon raising additional capital to fund future projects, other principal activities, and for use as working capital. If additional capital is not raised, the going concern basis may not be appropriate with the result that the company may have to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts different from those stated in the financial information. No allowance for such circumstances has been made in the financial information.

The balance sheet as at 23 August 2007 is in accordance with the Company’s reviewed financial position at that date. The pro forma balance sheet at 23 August 2007 represents the reviewed financial position as at that date adjusted for the transactions discussed in Note 2 to this report. The balance sheet should be read in conjunction with the notes set out in this report.

(b) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

(c) Revenue Recognition

Revenue is measured at fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid. The following specific recognition criteria must also be met before revenue is recognised:

Interest income is recognised as it accrues.

P R O S P E C T U S

(d) Income Tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the notional income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of asses and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

(e)

Acquisitions of Assets

The purchase method of accounting is used to account for all acquisitions of assets (including business combinations) regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the value of the instruments is the published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Company’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the Company’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

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(f) Impairment of Assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

(g) Exploration, Evaluation and Development Expenditure

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest.

These costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in respect of which:

(i) such costs are expected to be recouped through successful development and exploitation or from sale of the area; or
(ii) exploration and evaluation activities in the area have not, yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active operations in, or relating to, the area are continuing.

Developments costs related to an area of interest are to be written off as incurred.

When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period the decision is made.

(h) Trade Creditors

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(i) Issued Capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.

(j) Goods and Services Tax (GST)

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

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

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

P R O S P E C T U S

2 ACTUAL AND PROPOSED TRANSACTIONS TO ARRIVE AT THE PRO-FORMA FINANCIAL INFORMATION

The pro-forma financial information has been included for illustrative purposes to reflect the position of Midwinter Resources on the assumption that the following transactions had occurred as at 23 August 2007:

(a) Entering into a tenement option and farm in acquisition agreement with Peter Stanley, with consideration being 150,000 shares in Midwinter Resources at a deemed issue price of 25 cents per share and the payment of $25,000 (plus GST) on listing of the company and estimated stamp duty of $1,250 payable on acquisition of the tenements;
(b) Entering into a tenement option and farm in acquisition agreement with Maincoast Pty Ltd, with consideration being 150,000 shares in Midwinter Resources at a deemed issue price of 25 cents per share and the payment of $25,000 (plus GST) on listing of the company and estimated stamp duty of $1,250 payable on acquisition of the tenements;
(c) The issue of 17,425,000 ordinary shares at 25 cents each pursuant to the Prospectus to raise a gross $4,356,250;
(d) The payment of expenses of the public issue totalling an estimated $335,128 plus GST and expensed against equity.

3
4

Note
Reviewed
Reviewed
Actual
Pro forma
23 August 2007
23 August 2007
$
$
CASH AND CASH EQUIVALENTS
Cash at Bank – 23 August 2007
304,838
304,838
Payment of exploration interests pursuant
to tenement acquisition agreement
2(a)
-
(28,750)
Payment of exploration interests pursuant
to tenement acquisition agreement
2(b)
(28,750)
Issue of 17,425,000 shares pursuant
to this prospectus
2(c)
-
4,356,250
Prospectus issue costs
2(d)
-
(368,440)
304,838
4,235,148
TRADE AND OTHER RECEIVABLES
CURRENT
Other receivables – 23 August 2007
743
743
GST on payment for exploration interests
and share issue expenses
2(a,b,d)
-
38,312
743
39,055
S E C T I O N 6
**I N V E S T I G A T I N G A C C O U N T A N T ’ **

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5
6

Note
Reviewed
Reviewed
Actual
Pro forma
23 August 2007
23 August 2007
$
$
EXPLORATION EXPENDITURE
Capitalised exploration expenditure
at cost – 23 August 2007
25
25
Payment of exploration interests pursuant
to tenement purchase agreement
2(a)
-
63,750
Payment of exploration interests pursuant
to tenementpurchase agreement
2(b)
-
63,750
25
127,525
ISSUED CAPITAL
2 shares on incorporation at $1 each
2
2
4,200,000 shares at $0.001 each
4,200
4,200
11,700,000 partly paid shares at $0.0001 each
1,170
1,170
3,075,000 shares at $0.10 each
307,500
307,500
Issue of 150,000 shares pursuant
to tenement purchase agreement
2(a)
-
37,500
Issue of 150,000 shares pursuant
to tenement purchase agreement
2(b)
-
37,500
Issue of 17,425,000 shares pursuant
to this prospectus
2(c)
-
4,356,250
Prospectus issue costs
2(d)
-
(335,128)
312,872
4,408,994

7 RELATED PARTIES

Refer to Section 8 of this prospectus for details of related party transactions and shareholdings.

P R O S P E C T U S

8 COMMITMENTS

(a) Exploration

The Company will have minimum obligations pursuant to the terms and conditions of prospective tenement licences in the forthcoming year of $22,480 for exploration commitments and $1,175 for rental commitments. These obligations are capable of being varied from time to time, in order to maintain current rights of tenure to mining tenements.

(b) Native Title

The Company’s mining tenements may be subject to native title applications in the future. At this stage it is not possible to quantify the impact (if any) that native title may have on the operations of the Company.

9 CONTINGENT ASSETS AND LIABILITIES

At the date of our report, the Directors have not made any specific undertakings regarding any amounts which may become payable in the future. Further details and specific arrangements are contained in Section 8 of this Prospectus. In the opinion of the directors, other than the matters disclosed above, there were no material contingent liabilities or assets as at 23 August 2007 and in the interval between 23 August 2007 and the date of this report.

10 SUBSEQUENT EVENTS

There have been no events subsequent to balance date not already disclosed or accounted for in the pro forma financial information which are sufficiently material to warrant disclosure.

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10 September 2007

The Directors Midwinter Resources NL 1/22 Oxford Close WEST LEEDERVILLE WA 6007

Dear Sirs

REPORT ON MINING TENEMENTS – MIDWINTER RESOURCES

NL

(ACN 126 129 413) (“COMPANY”)

The report has been prepared for inclusion in the prospectus to be issued by the Company dated on or about 31 August 2007 to raise up to $4,356,250 (“the Prospectus”).

The offer in the Prospectus comprises the issue by the Company of up to 17,425,000 fully paid ordinary shares at $0.25.

We have been requested to report on the various interests in mining tenements and applications for mining tenements to which the Company is proposing to be entitled or has acquired rights (“the Tenements”). Details of the Tenements are listed in the attached Schedule of Tenements (“the Schedule”) which together with the notes to the Schedule (“the Notes”) forms part of this report. The Tenements are located in Western Australia (“WA”) and are identified as such in the Schedule. 1 SEARCHES We conducted searches of the Tenements listed in the Schedule in the registers maintained by the WA Department of Information Resources (“DOIR”) on 3 August 2007. We also conducted brief native title searches of the Tenements on 18 June 2007 on the registers maintained by the National Native Title Tribunal (“NNTT”).

As a result of those searches we consider this report provides an accurate statement, as at the date of the respective searches, as to the status of the Tenements. We have assumed the information in the registers maintained by DOIR and NNTT is accurate. The references in the Schedule to the areas of the Tenements are taken from details shown on DOIR and NNTT’s registers. No survey was conducted to verify the accuracy of the Tenement areas. We have further assumed that the various parties’ seals and signatures on all the agreements summarised in section 10 of this Report are authentic (“Agreements”). We assume that any related agreements were validly authorised, executed and delivered by and are binding on the parties to them and comprise the entire agreement of the parties with respect to their respective subject matters.

P R O S P E C T U S

2 GENERAL INFORMATION ABOUT MINING TENEMENTS

2.1 Western Australia

(a) Mining Lease (“ML”)

A ML gives the holder the exclusive right to find, extract and dispose of any minerals on the land the subject of that ML. The maximum area over which a ML may be granted must not exceed 10 square kilometres. A ML remains in force for a period of 21 years from the date of grant and the holder has an option to renew for another 21 years on expiry. Further renewals are possible under the Mining Act 1978 (WA) (“WA Mining Act”).

(b) Mining Lease Application (“MLA”)

A MLA does not constitute a lease while the application is pending grant, however, the applicant has a statutory entitlement to certain rights. A grant may take a considerable amount of time due to the Minister having to comply with the law relating to native title. This process is outlined in section 5 of this report.

(c) Prospecting Licence (“PL”)

An PL remains in force for 4 years from the date of grant. After the expiration of the term the holder may not mark out the tenement for another PL or exploration licence for a period of 3 months. The holder may however mark out and apply for a mining lease. The holder of an PL is required to expend certain amounts upon exploration activities during the term with failure to do this leading to possible forfeiture of the licence.

The holder of an PL has, subject to the WA Mining Act, the right to apply for and to have granted a ML over the land the subject of the PL.

Pursuant to the Agreements, the Company will acquire the rights to four PL’s, P36/1503, P36/1504, P80/1543 and P80/1544. Details of the PL’s are contained in the Schedule.

3 ABORIGINAL SITES

The Aboriginal Heritage Act 1972 (WA) (“WA Heritage Act”) is applicable to all of the Tenements in WA. The WA Heritage Act makes it an offence to alter or damage an Aboriginal site or object on or under an Aboriginal site. An Aboriginal site includes any sacred, ritual or ceremonial site which is of significance to persons of Aboriginal descent.

There is no requirement for an Aboriginal site to be registered in any public manner or to be acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the purposes of the WA Heritage Act.

The Company must ensure that any interference with such sites is in strict conformity with the provisions of the WA Heritage Act.

The provisions of the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (the “Commonwealth Heritage Act”) may also apply to the Tenements. This Act contains provisions designed to preserve and protect from injury or desecration areas and objects which are of particular significance to Aboriginal people in accordance with Aboriginal tradition. An area or object is found to be desecrated if it is used or treated in a manner inconsistent with Aboriginal tradition.

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4 NATIVE TITLE LEGISLATION

Judicial recognition of native title at common law occurred in Mabo -v- Queensland (No 2) (Mabo), a decision of the High Court of Australia on 3 June 1992. Generally these native title rights to land will be recognised where:

(a) the claimants can establish that they have maintained a continuous connection with the land in accordance with their traditional laws and customs since British settlement in 1788; and
(b) the native title rights have not been lawfully extinguished.

After Mabo considerable uncertainty existed about the validity of proprietary rights in Australia, including rights in and to mining tenements. To address those uncertainties the Commonwealth, Parliament responded by passing the Native Title Act 1993 (Cth) (“NTA). The NTA commenced on January 1994 and was substantially amended in 1998 in response to the decision of the High Court in Wik v Queensland. The Wik case recognised that the granting of a pastoral lease did not necessarily extinguish all native title rights, some of which could co-exist with the rights under a pastoral lease.

In Mabo, the High Court held that native title rights can be lawfully extinguished by certain government legislation and executive actions which are not inconsistent with native title. In order for extinguishment to be lawful it must comply with the obligations imposed by the NTA.

In summary the NTA:

(a) provides for recognition and protection of native title;
(b) sets up mechanisms for determining claims for native title such as the “right to negotiate” which allows native title claimants to be consulted in relation to certain mining and other developments;
(c) make valid certain “past acts” which would otherwise be invalidated because of native title;
(d) establishes ways in which “future acts” (for example the granting of mining tenement applications and converting exploration licences and prospecting licences to mining leases) affecting native title may proceed and how native title rights are protected, including rights to compensation; and
(e) provides a process by which claims for native title and compensation can be determined.

The High Court decision of Ward v Western Australia and South Australia established that where tenure such as a pastoral lease is granted on a mining tenement, native title is extinguished only to the extent that it is inconsistent with the rights conferred by the pastoral lease on that mining tenement.

P R O S P E C T U S

5 NATIVE TITLE CLAIMS

Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court. Once a native title claim has been lodged, the Court will refer the application to the Native Title Registrar. The Native Title Registrar must determine whether the claim meets certain conditions concerning the merits of the claim, and certain procedural and other requirements set out by the NTA.

If the Native Title Registrar is satisfied the lodged claim meets the registration requirements set out in the NTA ("Registration Test”) it will be entered on the Register of Native Title Claims maintained by the National Native Title Tribunal (“Register”). Claimants under registered claims are afforded certain procedural rights under the NTA including the “right to negotiate”.

Claims which fail to meet the Registration Test are recorded on the Schedule of Applications Received. 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.

Some of the Tenements are likely to be situated on pastoral leases. A pastoral lease co-exists with any native title but takes priority where any native title rights are inconsistent with the rights of the pastoral leaseholder.

A number of the Tenements relate to land that is currently the subject of one or more native title claims. 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. Details of the Native Title claims are contained in the Schedule

We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that existing claims may be successful, or the possibility of any further claims being made in the future.

6 VALIDITY OF THE TENEMENTS

(a) Tenements granted since 23 December 1996

Mining tenements granted since 23 December 1996 which affect native title rights and interests will be valid provided that the future act procedures set out in (b) below were followed by the relevant parties. We have not been instructed to analyse whether or not the relevant NTA procedures were followed in relation to each Tenement, but are not aware of any reason to doubt that they were validly granted.

Assuming that all future act procedures were followed, these Tenements are classified as valid future acts under the NTA.

All of the proposed Tenements of the Company which have been granted fall into this category.

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(b) Future Tenement Grants

The remainder of the Tenements have been duly applied for under the Act but as at the date of this Report are not granted. The valid grant of any tenement which may affect native title requires full compliance with the provisions of the NTA in addition to compliance with the usual procedures under the Mining Acts. The primary procedure prescribed under the NTA is the “right to negotiate” process.

The right to negotiate process involves the publishing or advertising of a notice of the proposed grant of a tenement followed by a period of negotiation between the 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 right to negotiate process is not required to be followed in respect of a proposed future act in instances where the expedited procedure applies. Under the NTA, a future act is an act attracting the expedited procedure if:

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

When the proposed future act is considered to be one that attracts the expedited procedure, the future act may be done unless, within four months after the notification day, a native title party lodges an objection with the NNTT against the inclusion of a statement that the proposed future act is an act attracting the expedited procedure.

If there is no objection lodged within the four month period, the act may be done. If one or more native title parties object to the statement, the NNTT must determine whether the act is an act attracting the expedited procedure. If the NNTT determines that it is, the Minister may do the future act (for example grant an exploration licence).

Further, 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 ILUA.

P R O S P E C T U S

7 RENEWALS AND EXTENSIONS OF TENEMENTS

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

(a) the area to which the earlier right is made is not extended;
(b) the term of the new right is not longer than the term of the earlier right; and
(c) 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 process as is described in 6 (b) above.

8 MATERIAL CONTRACTS SUMMARY

Set out below is a summary of the contracts to which the Company is a party that may be material in terms of the offer for the operation of the business of the Company or otherwise may be relevant to a potential investor in the Company. The whole of the provisions of the contracts are not repeated in this Prospectus and any intending Applicant who wishes to gain full knowledge of the content of the material contracts should inspect the same at the registered office of the Company.

8.1 Option and Farm-In Agreement – Wilson’s Reef Project

The Company entered into an Option and Farm-In Agreement (“Wilson’s Reef Agreement”) with Peter Stanley Symonds (“Vendor”) on 16 August 2007. The material terms of the Wilson’s Reef Agreement are:

(a) the Vendor is the registered holder or is entitled to be registered as the holder of P80/1543 and P80/1544 (“Wilson’s Reef Project”);
(b) the Company will pay the Vendor $550.00 in consideration for the Vendor giving the Company at the end of the due diligence period:
a sole and exclusive right to enter onto the Wilson’s Reef Project to prospect and explore for all minerals; and
an initial 20% interest in the Wilson Reef Project.
(c) the due diligence period shall be from 30 days of execution of the Wilson’s Reef Agreement within which the company may withdraw from the Wilson’s Reef Agreement in the event that the Wilson’s Reef Project does not satisfy the requirements of the Company;
(d) Upon the Company attaining admission to the Official List of ASX, the Company will:
(i) issue 150,000 Shares in the Company at an issue price of $0.25 to the Vendor; and
(ii) pay to the Vendor $25,000.00 (plus GST).
(e) the Company may earn a further 50% by expending $500,000 on the Wilson’s Reef Project within 36 months of listing on ASX. The Company must expend a minimum of $50,000 prior to withdrawal;

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(f) standard dilution clauses apply once the Company has obtained its 70% interest;
(g) if the Company does not achieve listing on ASX prior to 30 October 2007 the Company will be deemed to have elected not to farm-in to the Wilson’s Reef Project and the Wilson’s Reef Agreement will be terminated;
(h) the Wilson’s Reef Agreement is conditional upon and subject to satisfaction of the following conditions:
(i) the Company completing a due diligence of the Wilson’s Reef Project to its satisfaction; and
(ii) the consent of the Minister for State Development under the WA Mining Act (if required);
(i) the Wilson’s Reef Agreement contains terms and conditions considered standard in an agreement of this type.

8.2 Option and Farm-In Agreement – Old Bronzewing Project

The Company has entered into an option and Farm-In Agreement (“Old Bronzewing Agreement”) with Maincoast Pty Ltd (“Vendor”) on 16 August 2007 upon and subject to the following terms and conditions:

(a) the Vendor is the registered holder or are entitled to be the registered holder of P36/1503 and P36/1504 (“Old Bronzewing Project”);
(b) the Company shall pay the Vendor the sum of $550.00 in consideration for the Vendor granting the Company at the end of the due diligence period:
the sole and exclusive right to enter into the Old Bronzewing Project to prospect and explore for all minerals; and
an initial 20% interest in the Old Bronzewing Project.
(c) the due diligence period shall be 30 days from the execution of the Old Bronzewing Agreement within which the Company may withdraw from the Old Bronzewing Agreement if the due diligence is not to the satisfaction of the Company;
(d) Upon the Company attaining admission to the Official List of ASX, the Company will:
(i) issue 150,000 Shares in the Company at an issue price of $0.25 to the Vendor; and
(ii) pay to the Vendor $25,000 (plus GST);
(e) the Purchaser may earn a further 50% interest by expending $1,000,000 on the Old Bronzewing Project within 36 months of listing on ASX. The Company must expend a minimum of $55,000 on the Old Bronzewing Project prior to withdrawal;
(f) standard dilution clauses apply once the Purchaser has obtained a 70% interest;
(g) if the Company does not achieve listing on ASX prior to 30 October 2007 the Company will have deemed to have elected not to farm into the Old Bronzewing Project and the Old Bronzewing Agreement will be terminated;

P R O S P E C T U S

(h) the Old Bronzewing Agreement is conditional upon and subject to the satisfaction of the following conditions:
(i) the Company completing a due diligence of the Old Bronzewing Project to its satisfaction;
(ii) the consent of the Minister for State Development under the WA Mining Act (if required);
(i) the Old Bronzewing Agreement contains other terms and conditions considered standard for this type of Agreement.

9 COMPLIANCE

The Company’s interest in or rights in relation to the granted Tenements are subject to the holder continuing to comply with the respective terms and conditions of the respective granted Tenements under the provisions of the WA Mining Act and regulations made pursuant to that legislation, together with the conditions specifically applicable to any granted Tenement. We have sought and received confirmation from the Tenement holders that the various conditions in respect of each granted Tenement have been met in all material respects.

10 QUALIFICATIONS

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

(a) we have assumed that all information in the registers maintained by DOIR and NNTT are complete and accurate as at the time the searches were conducted;
(b) we have assumed that all information or advice, whether oral or written provided to us by the Company, its officers, employees, agents or representatives is accurate and complete;
(c) in relation to each potential Tenement application we express no opinion as to whether such tenement application will ultimately be granted, (including whether relevant Ministerial consent will be obtained) nor the conditions subject to which such Tenement application may be granted; and
(d) in relation to each native title claim outlined in this report we do not express an opinion on the merits of such native title claim.

11 CONSENT

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

Yours faithfully

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PRICE SIERAKOWSKI

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Tenement No. and Type	Registered Holder/Applicant	Interest	State	Grant/Application Date	Expiry Date	Area	Expenditure Commitments Per Annum	Under Expended	Rates and Rents Per Annum	Encumbrances	Relevant Native
PL80/1543	Peter	100%	WA	18/11/2005	17/11/2009	111HA	$4,440.00	$1,335.00	$231.99	Caveat	4
	Symonds									2713971
PL80/1544	Peter	100%	WA	18/11/2005	17/11/2009	97HA	$3,880.00	$0.00	202.73	Caveat	4
	Symonds									2713982
PL36/1504	Maincoast	100%	WA	17/07/2009	16/07/2011	176HA	$7,040.00	$0.00	$367.84	Caveat	1,2,3
	Pty Ltd									2713963
PL36/1503	Maincoast	100%	WA	17/07/2007	16/07/2011	178HA	$7,120.00	$0.00	$372.02	Caveat	1,2,3
	Pty Ltd									2713954

1 Lodged by the Company 30/07/2007, status pending. 2 Lodged by the Company 30/07/2007, status pending. 3 Lodged by the Company 27/07/2007, status pending. 4 Lodged by the Company 27/07/2007, status pending.

Native Title Notes

1	Application Name	Sir Samuel	3	Application Name	Ngalia Kutjungkatja
	Tribunal No	WC95/58		Tribunal No	WC00/14
	Federal Court No	WAD6050/98		Federal Court No	WAD6011/00
	Date Filed	27/09/1995		Date Filed	12/12/2000
	Claim Status	In Mediation		Claim Status	In Mediation
	Notification Status	Complete		Notification Status	Complete
2	Application Name	Tjupan 2	4	Application Name	Malarngowem
	Tribunal No	WC03/1		Tribunal No	WC99/44
	Federal Court No	WAD6001/03		Federal Court No	WAD6182/98
	Date Filed	07/05/2003		Date Filed	24/09/1999
	Claim Status	In Mediation		Claim Status	Registered
	Notification Status	Complete		Notification Status	Complete

P R O S P E C T U S

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ADDITIONAL INFORMATION

8.1 RIGHTS ATTACHING TO FULLY PAID ORDINARY SHARES

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

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

All Shares issued pursuant to this Prospectus will from the time they are issued, rank pari passu with all the Company’s existing Shares.

8.1.1 Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at meetings of Shareholders of Midwinter Resources:

(a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares, shall have such number of votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).

8.1.2 Rights on Winding Up

Subject to the rights of holders of shares with special rights in a winding up (at present there are none), on a winding up of Midwinter Resources all assets that may be legally distributed among members will be distributed in proportion to the number of fully paid Shares held by them (and a partly paid share is counted as a fraction of a fully paid share equal to the amount paid on it, divided by the total issue price of the share).

8.1.3 Transfer of Shares

Subject to the Constitution of the Company, the Corporations Act 2001, and any other laws and ASTC Settlement Rules and ASX Listing Rules, Shares are freely transferable.

8.1.4 Future Increases in Capital

The allotment and issue of any Shares is under the control of the Directors. Subject to restrictions on the allotment of Shares to Directors or their associates, the ASX Listing Rules, the Constitution of the Company and the Corporations Act 2001, the Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fit.

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8.1.5 Variation of Rights

Under the Corporations Act 2001, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

8.1.6 Dividend Rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the profits of Midwinter Resources which the Directors determine to distribute by way of dividend are divisible among the holders of ordinary Shares in proportion to the number of Shares held by them.

8.2 SUMMARY OF MATERIAL CONTRACTS

The summary of the contracts to which the Company is a party which may be material in terms of the Offer or the operation of the business of Midwinter Resources are summarised in the Solicitor’s Report in Section 7.

8.3 INTERESTS OF DIRECTORS OF THE COMPANY

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

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

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

P R O S P E C T U S

Directors’ Shareholdings

The Directors are not required to hold any Shares in Midwinter Resources under the constitution of Midwinter Resources.

At the date of this Prospectus the relevant interests of each of the Directors in the Shares of the Company are as follows:

Director	No. of fully	No. of partly
	paid Shares	paid Shares
Jon O’Callaghan (a)	1	-
PhilipMiolin (b)	100,001	100,000
David Seymour (c)	100,000	100,000

Notes:

a) All shares are held personally;
b) All shares are held personally;
c) All shares are held personally;

Nothing in this Prospectus will be taken to preclude Directors, officers or employees of Midwinter Resources from applying for Shares under this Prospectus.

Directors’ Remuneration

Mr O’Callaghan will receive director’s fees of $50,000 per annum.

Mr Miolin will receive director’s fees of $35,000 per annum.

Mr Seymour will receive director’s fees of $35,000 per annum.

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8.4 INTERESTS OF PERSONS NAMED

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

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

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons for services rendered by them in connection with the formation or promotion of the Company or the Offer.

Rix Levy Fowler will receive professional fees of approximately $7,000 for accounting services in connection with this Prospectus including the provision of the Investigating Accountant’s Report.

Rix Levy Fowler will act as auditors of the Company. The Company will pay for auditing or related services in the normal course of business.

D. V Horn will receive professional fees of approximately $15,000 for the provision of the Independent Geologist’s Report.

Price Sierakowski will receive professional fees of approximately $18,000 for the provision of the Solicitor’s report included in Section 7 of this Prospectus.

Advanced Share Registry Services have been appointed as Midwinter Resources’ share registry and will be paid for these services on normal commercial terms.

Sila Consulting Pty Ltd will be paid professional fees of approximately $15,000 for company secretarial services in relation to the IPO.

8.5 CONSENTS

The following persons have each consented to being named in the Prospectus and to the inclusion of the following statements and statements identified in this Prospectus as being based on statements made by those persons, in the form and context in which they are included, and have not withdrawn that consent before lodgement of this Prospectus with the ASIC:

D V Horn – Independent Geologist’s Report;
Rix Levy Fowler – Investigating Accountant’s Report; and
Price Sierakowski – Independent Solicitors Report on Tenements.

To the maximum extent permitted by law, each of the persons referred to above expressly disclaims and takes no responsibility for any part of this Prospectus other than the statements referred to above and the statements identified in this Prospectus as being based on statements made by those persons.

P R O S P E C T U S

The following persons have consented to being named in this Prospectus but have not made any statements that are included in this Prospectus or statements identified in this Prospectus as being based on any statements made by those persons, and have not withdrawn their consent before lodgement of this Prospectus with ASIC:

Price Sierakowski – as legal advisors to Midwinter Resources ;
Rix Levy Fowler as auditors of Midwinter Resources ;
Advanced Share Registry Services as Share Registrar; and
Sila Consulting Pty Ltd - Company Secretarial services for Midwinter Resources.

To the maximum extent permitted by law, each of the persons referred to above expressly disclaims and takes no responsibility for any part of this Prospectus other than the references to their name.

8.6 EXPENSES OF THE OFFER

It is estimated that Midwinter Resources will pay the following costs in connection with the preparation and issue of this Prospectus:

Broker Fees	$217,813
Corporate Advisory	$15,000
Legal	$18,000
Accounting	$7,000
Geological Expert	$15,000
Printing	$10,500
ASIC and ASX Fees	$31,816
Other costs	$20,000
Total	$335,129

8.7 TAXATION

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

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

8.8 EXPOSURE PERIOD

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in the Prospectus and, in those circumstances, any Application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act 2001. Applications for Shares under this Prospectus will not be accepted by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge Applications prior to the expiry of the Exposure Period.

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8.9 LITIGATION

Other than as disclosed elsewhere in this Prospectus, the Company is not involved in any material litigation or arbitration proceedings, nor, so far as the Directors are aware, are any such proceedings pending or threatened against the Company.

8.10 ELECTRONIC PROSPECTUS

Pursuant to Class Order 00/044 the ASIC has exempted compliance with certain provisions of the Corporations Act 2001 to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

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

www.midwinterresources.com.au

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

8.11 TERMS AND CONDITIONS OF OPTIONS

8.11.1 OPTIONS TO BE OFFERED FOR SUBSCRIPTION UNDER PROPOSED NON RENOUNCEABLE ENTITLEMENTS ISSUE

As detailed in Section 1.7 of this Prospectus, it is proposed that all Shareholders, including Contributing Shareholders, registered on the share register of Midwinter Resources at a date approximately ten (10) weeks after Midwinter Resources’ Shares are granted Quotation will be entitled to participate in a non-renounceable entitlements issue of Options on the basis of 1 Option for every 2 Shares then held.

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

1 Each Option entitles the holder to acquire one fully paid ordinary share in the Company.
2 The Options may be exercised at any time until 30 September 2009. Each Option may be exercised by forwarding to the Company at its principal office the exercise notice, duly completed together with payment of the sum of twenty cents 25c per Option exercised. The Options will lapse at 5.00pm WST on 30 September 2009 .
3 The Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Options at any time until 30 September 2009. This right is subject to any restrictions on the transfer of an Option that may be imposed by ASX in circumstances where the Company is Listed on ASX.
4 Optionholders shall be permitted to participate in new issues of securities on the prior exercise of options in which case the Optionholders shall be afforded the period of at least nine (9) business days prior to and inclusive of the record date (to determine entitlements to the issue) to exercise the Option.

P R O S P E C T U S

5 Shares issued on the exercise of Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application moneys. Shares allotted pursuant to the exercise of an Option will rank equally with the then issued ordinary shares of the Company in all respects. If the Company is listed on ASX it will, pursuant to the exercise of an Option, apply to ASX for Quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.
6 In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.
7 If there is a bonus issue to shareholders, the number of shares over which the Option is exercisable may be increased by the number of shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.
8 In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced in accordance with Listing Rule 6.22.

8.12 EMPLOYEE INCENTIVE SCHEME

As an incentive to employees of Midwinter Resources, the Company has adopted a scheme called the Midwinter Resources Employee Incentive Scheme ( Scheme ). At the date of this Prospectus, no options have been granted under this Scheme.

The purpose of the Scheme is to give employees, directors, executive officers and consultants of the Company an opportunity, in the form of options, to subscribe for ordinary shares in the Company. The Directors consider the Scheme will enable the Company to retain and attract skilled and experienced employees, board members and executive officers and provide them with the motivation to make the Company more successful.

Brief Overview of the Scheme

A summary of the Terms and Conditions of the Scheme is set out below:

Participants in the Scheme

The Board may offer free options to persons (“Eligible Persons”) who are:

Full-time or part-time employees;
directors; or
consultants and any persons who are concerned, or take part in the management, of the Company or any subsidiary.

Upon receipt of such an Offer, the Eligible Person may nominate an associate acceptable to the Board to be issued with the options.

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Terms of Options

There is no issue price for the options. The exercise price for the options will be:

125% of the market value (as defined in the attached Terms and Conditions) of the Company’s shares on the date on which the options are issued;
25 cents; or
any greater price determined by the Board,

whichever is the greatest.

Shares issued on exercise of options will rank equally with other ordinary shares of the Company.

Options may not be transferred without the approval of the Board. Quotation of options on the Australian Stock Exchange (“ASX”) will not be sought. However, in the event that the Company is listed on ASX, it will apply to ASX for official quotation of shares issued on the exercise of options.

Restrictions on Issues and Exercise of Options

The Board may not offer options under the Scheme if the total number of shares which would be issued were each option accepted, together with the number of shares in the same class or options to acquire such shares issued pursuant to all employee or executive share schemes during the previous five years, exceeds 5% of the total number of issued shares in that class as at the date of the offer.

Options may only be issued or exercised within the limitations imposed by the Corporations Law and the Australian Stock Exchange Listing Rules.

Exercise of Options

Options may be exercised at any time between 2 and 5 years after the date of grant of the options.

If an Eligible Person leaves the employment of the group:

(i) 2 years or more after options are issued; or
(ii) because of retirement at or after 55 years of age, disablement, retrenchment, death or any other circumstances approved by the Board,

the options may be exercised within 30 days (or 3 months in the case of death), or any longer period permitted by the Board. If not exercised in that time, the options lapse.

If an Eligible Person leaves the employment of the group earlier than 2 years after options are issued and (ii) above does not apply, the options lapse.

If an Eligible Person acts fraudulently, dishonestly or in breach of obligations to the Company or any subsidiary then, at the Board’s discretion, options issued for that person will lapse.

Unexercised options will automatically lapse five years after they are issued.

Participation in Future Issues

The holders of options will only participate in new issues, including bonus issues, if they have exercised the options at that time and provided such exercise is permitted by the terms of the option.

P R O S P E C T U S

If there is a bonus issue to shareholders, the number of shares over which the option is exercisable may be increased by the number of shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the options may be reduced in accordance with Listing Rule 6.22.

Capital Reconstruction

In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital, at the time of the reconstruction.

8.13 PARTLY-PAID CONTRIBUTING SHARES

Midwinter Resources has issued partly paid contributing shares (Contributing Shares) that rank pari passu with all fully paid ordinary shares (Shares) on issue, subject to the following terms and conditions.

(a) Each Contributing Share:
(i) has an amount paid of 0.01 cents;
(ii) has an initial Unpaid Amount of 24.99 cents;
(iii) carries the right to participate in new issues of securities to holders of Fully Paid Shares (except bonus issues) on the same basis as holders of Fully Paid Shares;
(iv) carries the right to participate in bonus issues of securities in the proportion which the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited) and, further, each Contributing Shareholder will be notified by the Company of any proposed bonus issue of securities at least 14 days prior to the record date for any such issue;
(v) carries the right to vote in the proportion which the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited); and
(vi) carries the right to participate in dividends on the same basis as holders of Fully Paid Shares.
(b) Prior to 31 December 2012, the Company shall only make a call in respect of all or part of the Unpaid Amount with the consent of all Contributing Shareholders.
(c) Notwithstanding clause (b) above, any Contributing Shareholder may elect at any time to pay the Unpaid Amount for any number of Contributing Shares held by delivering to the Company’s registered office:
(i) a notice stating the number of Contributing Shares to be paid-up;
(ii) the relevant holding statement(s); and
(iii) a cheque (in Australian currency) made payable to the Company for an amount being the result of the Unpaid Amount multiplied by the number of Contributing Shares being paid-up to become Fully Paid Ordinary Shares, and

immediately upon receipt of, and in exchange for, the items referred to above, the Company will credit the Contributing Shares for the Unpaid Amount so that they become Fully Paid Shares and deliver updated holding statements to the Contributing Shareholder.

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(d) Subject only to the terms of any restriction agreement that may be in place at the time of any payment of the Unpaid Amount, the Company shall make application to have the Fully Paid Shares (that have come about as a result of the paying of the Unpaid Amount) listed for quotation by ASX within five days of the date of any such payment of the Unpaid Amount.
(e) Should there be any conflict between these terms and the Company’s constitution, these terms shall prevail.
(f) If the Company is listed on ASX and there is a reorganisation of the issued capital of the Company (including, but not limited to, a consolidation, subdivision, cancellation, reduction or return of capital):
(i) the number of Contributing Shares must be reorganised in the same proportion as all other classes of shares on issue; and
(ii) the reorganisation must not involve a cancellation or reduction of the total amount payable and unpaid by holders of Contributing Shares.

P R O S P E C T U S

Applicant means a person who submits an Application.

Application means a valid application to subscribe for Shares.

Application Form means the application form attached to and forming part of this Prospectus.

Application Monies means monies received by Midwinter Resources from Applicants.

ASIC means Australian Securities and Investments Commission.

ASTC means ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532.

ASX means Australian Stock Exchange Limited ACN 008 624 691.

Auditors means Rix Levy Fowler.

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia.

CHESS means ASX Clearing House Electronic Subregistry System.

Closing Date means the date on which the Offer closes.

Contributing Share means 1 partly paid contributing share in Midwinter Resources NL as defined at 8.13.

Contributing Shareholder means the each person registered as the holder of one or more Contributing Shares from time to time.

Company means Midwinter Resources NL.

Corporations Act 2001 means the Corporations Act 2001 of Australia.

Directors means the directors of the Company from time to time.

Dollars or $ means Australian dollars unless otherwise stated.

Exposure Period means the period of seven (7) days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than seven (7) days pursuant to Section 727(3) of the Corporations Act 2001.

Glossary means this glossary.

Harvs SKFC record holder and all time great.

Investigating Accountant means Rix Levy Fowler.

Investigating Accountant’s Report means the report contained in Section 6 of this Prospectus.

Independent Geologist means D V Horn.

Independent Geologist’s Report means the report contained in Section 5 of this Prospectus.

Listing Rules means Listing Rules of the ASX.

Midwinter Resources or Company means Midwinter Resources NL ABN 29 126 129 413.

Offer means the offer of up to 17,425,000 Shares pursuant to this Prospectus.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Official List means the Official List of the ASX.

Opening Date means the date on which the Offer opens.

Option means an option to acquire 1 Share.

Prospectus means this prospectus dated 10th September 2007 for the issue of up to 17,425,000 Shares including any electronic or online version.

Quotation means quotation of the Shares on ASX.

Share means 1 fully paid ordinary share in Midwinter Resources NL.

Shareholder means a holder of Shares.

Share Registrar means Advanced Share Registry Services

Solicitor’s Report Tenements means the report contained in Section 7 of this Prospectus.

Unpaid Amount means the amount remaining unpaid on a Contributing Share from time to time. WST means Western Standard Time, Perth, Western Australia.

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The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to 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, or to the Directors’ knowledge, before any issue of Shares pursuant to this Prospectus.

Each of the Directors of Midwinter Resources NL has consented to the lodgement of this Prospectus in accordance with Section 720 of the Corporations Act 2001 and has not withdrawn that consent.

Dated the 12th September 2007.

Signed for and on behalf of MIDWINTER RESOURCES NL

By Philip Miolin Director

Broker/Dealer Share Registrar Stamp Use Only

ABN 29 126 129 413

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APPLICATION FORM Before completing this Application Form, you should read the Prospectus dated 12 September 2007 and the instructions overleaf. No Shares will be issued pursuant to the Prospectus later than 13 months after the date of the Prospectus.

Please read carefully all Instructions on the reverse of this Form.

I/We apply for

Shares in MIDWINTER RESOURCES NL at 25 cents per Share

or such lesser number of Shares which may be allocated to me/us by the Directors.

I/We lodge full application monies of

First Name (Please Print) Surname (Please Print) Joint Applicant #2 or Joint Applicant #3 or

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Postal	Address	Address	(Please Print)	(Please Print)
Street	Number			Street
Suburb/Town						State	Postcode
Contact Name						Telephone number - Business hours
						Telephone number - After hours
CHESS HIN		(where applicable)			E-mail address
Tax File Number or Exemption					Applicant #2	Applicant #3
Cheque Details
Drawer Bank			BSB	Amount of cheque

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Cheques should be marked ‘ Not Negotiable ’ and made payable to:

“ Midwinter Resources NL - Application Funds ”.

ABN 29 126 129 413

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Declaration and Statements:

By lodging this Application Form:

I/We declare that all details and statements made by me/us are complete and accurate;

I/We agree to be bound by the terms and conditions set out in the Prospectus and by the Constitution of the Company;

I/We acknowledge that the Company will send me/us a paper copy of the Prospectus free of charge if I/we request so during the currency of the Prospectus;

I/We authorise the Company to complete and execute any documentation necessary to effect the issue of Shares to me/us;

I/We have recieved personally a copy of the Prospectus accompanied by or attached to this Application Form or a copy of the Application Form or a direct derivative of the Application Form before applying for Shares; and I/We acknowledge that returning the Application Form with the application monies will constitute my/our offer to subscribe for Shares in Midwinter Resources NL and that no notice of acceptance of the application will be provided.

To meet the requirements of the Corporations Act 2001, this form must not be handed to any person unless it is attached to or accompanied by the Prospectus dated 12 September 2007.

Broker/Dealer Share Registrar Stamp Use Only

ABN 29 126 129 413

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Please read carefully all Instructions on the reverse of this Form.

I/We apply for

Shares in MIDWINTER RESOURCES NL at 25 cents per Share

or such lesser number of Shares which may be allocated to me/us by the Directors.

I/We lodge full application monies of

First Name (Please Print) Surname (Please Print) Joint Applicant #2 or Joint Applicant #3 or

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Postal	Address	Address	(Please Print)	(Please Print)
Street	Number			Street
Suburb/Town						State	Postcode
Contact Name						Telephone number - Business hours
						Telephone number - After hours
CHESS HIN		(where applicable)			E-mail address
Tax File Number or Exemption					Applicant #2	Applicant #3
Cheque Details
Drawer Bank			BSB	Amount of cheque

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Cheques should be marked ‘ Not Negotiable ’ and made payable to:

“ Midwinter Resources NL - Application Funds ”.

ABN 29 126 129 413

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Declaration and Statements:

By lodging this Application Form:

I/We declare that all details and statements made by me/us are complete and accurate;

I/We agree to be bound by the terms and conditions set out in the Prospectus and by the Constitution of the Company;

I/We acknowledge that the Company will send me/us a paper copy of the Prospectus free of charge if I/we request so during the currency of the Prospectus;

I/We authorise the Company to complete and execute any documentation necessary to effect the issue of Shares to me/us;

To meet the requirements of the Corporations Act 2001, this form must not be handed to any person unless it is attached to or accompanied by the Prospectus dated 12 September 2007.

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Level 1, 22 Oxford Close LEEDERVILLE WA 6007

Website: www.midwinterresources.com.au Email: [email protected] Phone: (08) 9388 2816 Fax: (08) 9381 5911

AI assistant

LIVIUM LTD — Capital/Financing Update 2007

65239_rns_2007-09-24_f5f98d98-86e1-4fba-b522-1ca89bb8459c.pdf

Important Information

CORPORATE DIRECTORY

DIRECTORS

COMPANY SECRETARY

INVESTIGATING ACCOUNTANTS

SHARE REGISTRY

REGISTERED OFFICE

CONTACT DETAILS

AUDITORS

LEGAL ADVISORS TO THE COMPANY

INDEPENDENT GEOLOGIST

IMPORTANT NOTICE/INVESTMENT HIGHLIGHTS

IMPORTANT NOTICE

INVESTMENT HIGHLIGHTS

PRO FORMA CAPITAL STRUCTURE

SHARES

OVERSUBSCRIPTIONS

INDICATIVE TIMETABLE

TABLE OF CONTENTS

IMPORTANT NOTICE

DETAILS OF THE OFFER

1.1 SHARES OFFERED FOR SUBSCRIPTION

1.2 MAXIMUM SUBSCRIPTION

1.3 MINIMUM SUBSCRIPTION

1.4 PURPOSE OF THE OFFER

1.5 UNDERWRITING

1.6 ARRANGEMENTS WITH BROKERS

1.7 NON-RENOUNCEABLE ENTITLEMENTS ISSUE OF OPTIONS AFTER LISTING

1.8 CASH FLOW PROJECTIONS

1.9 ALLOTMENT AND ALLOCATION OF SHARES

1.10 APPLICANTS OUTSIDE AUSTRALIA

1.11 ASX LISTING

1.12 CHESS

1.13 ENQUIRIES IN RELATION TO THE OFFER

1.14 HOW TO APPLY

1.15 ESCROW PROVISIONS

1.16 ELECTRONIC PROSPECTUS

1.17 PRIVACY DISCLOSURE

COMPANY AND PROJECT OVERVIEW

THE COMPANY

PROJECT OVERVIEW

EXPENDITURE SUMMARY

BUDGET – YEAR 1 AND YEAR 2 THE WILSON’S REEF PROJECT

BOARD AND MANAGEMENT

3.1 BOARD OF DIRECTORS

Jon O’Callaghan Chairman

Philip Miolin Non-Executive Director

David Seymour Non-Executive Director

Lisa Wynne Company Secretary

3.2 CORPORATE GOVERNANCE

RISK FACTORS

4.1 EXPLORATION SUCCESS

4.2 INVESTMENT RISKS

Economic risks

Limited liquidity

Mineral and Exploration Risk

Environmental Impact Constraints

Operating Risks

Resource Estimates

Title Risks and Native Title

Additional Requirements for Capital

Reliance on Key Management

4.3 SPECIFIC RISKS ASSOCIATED WITH THE COMPANY

DV Horn

MIDWINTER RESOURCES NL

INDEPENDENT GEOLOGIST’S REPORT

CONTENTS PAGE

EXECUTIVE SUMMARY

1 OLD BRONZEWING PROJECT

1.1 INTRODUCTION

1.2 LOCATION & ACCESS

1.3 TENURE

1.4 GEOLOGICAL SETTING

1.5 MINERALISATION STYLES

1.6 PREVIOUS EXPLORATION

1.7 PROSPECTS

1.8 ENVIRONMENTAL

LIVIUM LTD Capital/Financing Update 2007