Red Gum Resources Limited ACN 119 641 986

(to be renamed "MCS Services Limited")

PROSPECTUS

For the offer of 90,000,000 Shares at an issue price of $0.05 each to raise $4,500,000 (before costs) (Public Offer).

This Prospectus also contains:

(a) an offer of an aggregate total of 30,000,000 Shares to the MCS Shareholders (or their nominees) in consideration for the MCS Acquisition ( MCS Offer ). Refer to Section 1.2 of this Prospectus for more information in respect of the MCS Offer;
(b) an offer of 18,000,000 Shares to Mr John Boardman (or his nominee) in consideration for the Intiga Acquisition ( Intiga Offer ). Refer to Section 1.2 of this Prospectus for more information in respect of the Intiga Offer;
(c) an offer of 8,000,000 Shares to the Facilitator who assisted in facilitating the Acquisitions ( Facilitator Offer ). Refer to Section 1.3 of this Prospectus for more information in respect of the Facilitator Offer.

It is proposed that the Public Offer will close at 5.00pm (WST) on 6 November 2015. The Directors reserve the right to close the Public Offer earlier or to extend this date without prior notice. Applications must be received before that time.

This is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the Listing Rules and to satisfy ASX’s requirements for re-quotation of the Shares on the Official List, following a change to the nature and scale of the Company’s activities.

The Shares offered pursuant to this Prospectus should be regarded as speculative. Refer to Section 7 for a summary of the key risks associated with an investment in the Company.

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Lead Manager Patersons Securities Limited

CORPORATE DIRECTORY

Directors

Lead Manager

Mr Josh Russell Puckridge – Executive Director

Mr Edwin Edward Bulseco – Non-Executive Director

Patersons Securities Limited Level 23, Exchange Plaza 2 The Esplanade Perth WA 6000

Mr Thomas Jon Pickett – Non-Executive Director

Auditor*

Proposed Director

Ms Melissa Chapman - Non-Executive Director

Company Secretary

Mr Malcolm Lucas-Smith

Registered Office

79 Angas Street Adelaide SA 5000

Telephone: +61 8 8223 1680 Facsimile: +61 8 8223 1685

Stantons International Audit and Consulting Pty Ltd Level 2, 1 Walker Avenue West Perth WA 6005

Investigating Accountant

Stantons International Securities Pty Ltd Level 2, 1 Walker Avenue West Perth WA 6005

Share Registry*

Computershare Investor Services Pty Limited Level 5, 115 Grenfell Street Adelaide SA 5000

Telephone (within Australia): 1300 556 161 Telephone (outside Australia): +61 3 9473 2408

Lawyers

DLA Piper Australia (Perth) Level 31, Central Park 152-158 St Georges Terrace Perth WA 6000

ASX Code

Current: RGX Proposed: MSG

Website

www.redgumresources.com

These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

Red Gum Resources Limited PROSPECTUS 1

CONTENTS	CONTENTS
IMPORTANT NOTICE .................................................................................................... 3
LETTER FROM THE BOARD ........................................................................................ 6
KEY	DETAILS OF THE OFFERS .................................................................................. 7
INVESTMENT OVERVIEW ............................................................................................ 9
1.	Details of Offers ............................................................................................. 20
2.	Company, MCS and Intiga Overview ............................................................ 30
3.	Industry Overview .......................................................................................... 35
4.	Board, Management and Corporate Governance ........................................ 36
5.	Investigating Accountant's Report ............................................................... 44
6.	Material Contracts .......................................................................................... 70
7.	Risk Factors .................................................................................................... 77
8.	Rights Attaching to Securities and Summaries of the Executive Share Plan
	and Employee Option Plan ............................................................................ 84
9.	Additional Information ................................................................................... 91
10.	Authorisation .................................................................................................. 96
11.	Glossary of Terms .......................................................................................... 97

IMPORTANT NOTICE

This Prospectus is dated, and was lodged with ASIC, on 26 October 2015. Neither ASIC nor ASX (or their respective officers) take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. The expiry date of this Prospectus is 5:00pm (WST) on the date which is 13 months after the date this Prospectus was lodged with ASIC. No Shares will be issued on the basis of this Prospectus after that expiry date.

Application will be made to ASX within seven (7) days after the date of this Prospectus for Official Quotation of the Shares the subject of the Offers.

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

Before applying for Shares, potential investors should carefully read the Prospectus so they can make an informed assessment of:

the rights and liabilities attaching to the Shares;
the assets and liabilities of the Company; and
the Company's financial position and performance and prospects.

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

Change in Nature and Scale of Activities and Re-Compliance with Chapters 1 and 2 of the Listing Rules

The Company has entered into the Acquisition Agreements pursuant to which it has agreed, subject to Shareholder approval and the satisfaction of certain other conditions, to acquire all of the issued shares in the capital of MCS and Intiga. Refer to Section 2 for information on MCS and Intiga, and Section 6.1 for further details of the terms and conditions on which the Acquisitions are to be completed.

The Acquisitions and the Public Offer will involve a significant change in the nature and scale of the Company's activities, which requires approval of Shareholders under Chapter 11 of the Listing Rules. At the General Meeting, Shareholders will be asked to consider and approve, among other things, the Acquisitions, the issue of Shares pursuant to the Offers and the change in nature and scale of the Company's activities.

The Company must also comply with ASX requirements for re-quotation of the Shares on the Official List, which includes re-complying with Chapters 1 and 2 of the Listing Rules. This Prospectus is issued to assist the Company to meet these requirements and to facilitate the Offers. The Public Offer under this Prospectus is conditional on the satisfaction of certain conditions. Refer to Section 1.7 for further details.

Trading in Shares will be suspended on the morning of the day of the General Meeting. If Shareholders pass all Acquisition Resolutions, trading in Shares on ASX will be suspended until the Company satisfies the requirements of Chapters 1 and 2 of the Listing Rules.

There is a risk that the Company may not be able to meet the requirements of ASX for re-quotation of the Shares on the Official List. In the event the conditions to the Offers are not satisfied or the Company does not receive conditional approval for re-quotation of the Shares on the Official List, then the Company will not proceed with the Public Offer or the Acquisitions and will repay all Application Monies (without interest) in accordance with the provisions of the Corporations Act.

Electronic Prospectus and Public Offer Application Forms

This Prospectus will generally be made available in electronic form by being posted on the Company's website at www.redgumresources.com. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and a Public Offer Application Form (free of charge) from the Company's registered office during the period of the Public Offer by contacting the Company. Contact details for the Company are detailed in the Corporate Directory. The Public Offer

Red Gum Resources Limited PROSPECTUS 3

constituted by this Prospectus in electronic form is only available to persons receiving an electronic version of this Prospectus and the Public Offer Application Form within Australia.

Applications under the Public Offer will only be accepted on a Public Offer Application Form attached to, or accompanying, this Prospectus or in its paper copy form as downloaded in its entirety from www.redgumresources.com. The Corporations Act prohibits any person from passing on to another person a Public Offer Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus.

Prospective investors wishing to apply for Shares under the Public Offer should complete a Public Offer Application Form. If you do not provide the information required on a Public Offer Application Form, the Company may not be able to accept or process your Application.

Website

No document or information included on the Company’s website is incorporated by reference into this Prospectus.

Foreign Investors

No action has been taken to register or qualify the Shares the subject of this Prospectus, or the Offers, or otherwise to permit the public offering of the Shares, in any jurisdiction outside Australia. The distribution of this Prospectus in jurisdictions outside of Australia may be restricted by law and persons who come into possession of this Prospectus outside of Australia should seek advice on, 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 of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

No Exposure Period

The Shares are 'quoted securities' as defined in the Corporations Act. This is a prospectus for an offer of 'quoted securities' of the Company. Accordingly, no exposure period applies to this Prospectus.

Speculative Investment

The Shares offered under this Prospectus should be considered speculative. There is no guarantee that the Shares offered under this Prospectus will make a return on the capital invested, that dividends will be paid on the Shares or that there will be an increase in the value of the Shares in the future.

Prospective investors should carefully consider whether the Shares offered under this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 7 for details of the key risks applicable to an investment in the Company.

Privacy Statement

To apply for Shares you will be required to provide certain personal information to the Company and the Share Registry. The Company and the Share Registry will collect, hold and use your personal information in order to assess your Application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration. The Corporations Act and taxation law require some of this personal information to be collected. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all.

By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes detailed in this Privacy Statement and may disclose it for those purposes to the Share Registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and other regulatory authorities.

If an Applicant becomes a Shareholder, the Corporations Act requires the Company to include information about the Shareholder (including name, address and details of the Shares held) in its public register. The information contained in the Company's public register must remain there even if that person ceases to be a Shareholder. Information contained in the Company's public register is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual reports and

other information that the Company may wish to communicate to Shareholders) and compliance by the Company with its legal and regulatory requirements.

Forward-looking Statements

This Prospectus contains forward-looking statements which are identified by words such as "believes", "estimates", "expects', "intends", "may", "will", "would", "could", or "should" and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management of the Company. Key risk factors associated with an investment in the Company are detailed in Section 7. These and other factors could cause actual results to differ materially from those expressed in any forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

The Company cannot and does not give assurances that the results, performance or achievements expressed or implied in the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

No Forecast Financial Information

Given that the Company will only complete the Acquisitions shortly before re-quotation of the Shares on the Official List and there will be an integration period following that, there are significant uncertainties associated with forecasting future revenues and expenses of the Company. On this basis, and after considering ASIC Regulatory Guide 170, the Directors believe that reliable financial forecasts for the Company cannot be prepared, and accordingly, financial forecasts have not been included in this Prospectus.

Diagrams

Diagrams used in this Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this Prospectus.

Currency

All financial amounts contained in this Prospectus are expressed as Australian dollars unless otherwise stated.

Rounding

Any discrepancies between totals and sums and components in tables contained in this Prospectus are due to rounding.

Time

All references to time in this Prospectus are references to WST, unless otherwise stated.

Glossary

Defined terms and abbreviations used in this Prospectus are detailed in the glossary of terms in Section 11.

Red Gum Resources Limited PROSPECTUS 5

LETTER FROM THE BOARD

Dear Investor,

On behalf of the Board of Directors, it is my pleasure to invite you to become a Shareholder in Red Gum Resources Limited, to be renamed "MCS Services Limited" ( Company ). As a result of the Acquisitions, investors will have the opportunity to invest in two established Western Australian security personnel businesses.

The existing Board firmly believes in the proposed new management of the Company and the opportunities the New Businesses present to investors and existing Shareholders.

Yours sincerely,

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Josh Puckridge Executive Director

KEY DETAILS OF THE OFFERS

Key Information	Details
Shares on issue at the date of this Prospectus	55,610,212
Public Offer
Price per Share offered under the Public Offer	$0.05
Shares offered for subscription under the Public Offer	90,000,000
Proceeds of the Public Offer (before costs)	$4,500,000
Vendor Offers
Shares issued pursuant to the MCS Offer	30,000,000
Shares issued pursuant to the Intiga Offer	18,000,000
Facilitator Offer
Shares issued to the Facilitator in connection with the Acquisitions	8,000,000
General
Total cash on completion of the Offers and Acquisitions (estimate)	$1,138,676
Total Shares on issue upon completion of the Offers and the Acquisitions	201,610,212
Market capitalisation on completion of the Offers and the Acquisitions based on the price per Share under the Public Offer	$10,080,511

Note : Please refer to section 1.11 for further details relating to the proposed capital structure of the Company.

Red Gum Resources Limited PROSPECTUS 7

INDICATIVE TIMETABLE

Lodgement of Prospectus with ASIC	26 October 2015
Opening Date of the Offers	26 October 2015
General Meeting of the Company	28 October 2015
Closing Date of the Offers	6 November 2015
Completion of the Acquisitions	16 November 2015
Issue of Shares under the Offers	18 November 2015
Despatch of holding statements	18 November 2015
Expected date for re-quotation of the Shares on the Official List	23 November 2015

The above dates are indicative only and may change without notice. The Company reserves the right to amend the timetable at any time.

INVESTMENT OVERVIEW

This Section is not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. Investors should read and consider this Prospectus in its entirety before deciding whether to apply for Shares.

Topic	Summary	Further Information

A. Company Overview
Who is the issuer of this Prospectus?	Red Gum Resources Limited ACN 119 641 986 (to be renamed "MCS Services Limited") (Company), an Australian public company listed on the Official List since 13 January 2012 (ASX code: RGX).	Section 2.1
What does the Company do?	The Company's principal activities are mineral exploration and the accumulation and acquisition of areas for mineral exploration in Latin America. As at the date of this Prospectus, the Company has an interest in the La Negra Project in Chile. Since April 2014, the Company has discontinued exploration activities on the La Negra Project.	Section 2.1
What is the Company's strategy?	As previously announced to ASX, the Board has been reviewing a number of new opportunities as part of a strategy to reinvigorate shareholder value. One of these opportunities led to the announcement of the Acquisitions on 3 August 2015. In addition, as part of the strategic review process, the Board has also reviewed the Company's future direction, including the appropriateness of retaining its existing mining interest and has concluded that the mining assets of the Company are unlikely to be relevant to the future business of the Company. Following Completion, the Company will assess its options regarding the La Negra Project, including divestment.	Section 2.2
B. Acquisitions
What are the Acquisitions?	The Company has entered into an agreement (MCS Acquisition Agreement) pursuant to which it agreed to acquire all of the issued capital of MCS Security Group Pty Ltd (MCS) (theMCS Acquisition). The Company has entered into an agreement (Intiga Acquisition Agreement) pursuant to which it agreed to acquire all of the issued capital of John Boardman Pty Ltd, trading as 'Intiga Security' (Intiga) (theIntiga Acquisition). Together, the MCS Acquisition and the Intiga Acquisition are theAcquisitions.	Section 6.1
Who is MCS?	MCS is an Australian proprietary company, incorporated in Western Australia on 23 June 2005. MCS provides security services at major commercial property sites and retail shopping centres throughout the Perth metropolitan area and regional country areas of Western Australia.	Section 2.3

Red Gum Resources Limited PROSPECTUS 9

Topic	Summary	Further Information

Who is Intiga?	Intiga is an Australian proprietary company, incorporated in Western Australia on 17 December 2010. Intiga provides customer focused security professionals to sporting stadiums, events, retail, construction and resource industries in Western Australia.	Section 2.3
What are the key terms of the Acquisitions?	The key terms of the Acquisitions are as follows:  in consideration for the Acquisitions, the Company will: `o`at Completion, pay the MCS Shareholders the Cash Consideration, being the sum of A$3,780,000; `o`at Completion, issue an aggregate total of 30,000,000 Shares to the MCS Shareholders and 18,000,000 Shares to Mr John Boardman; and `o`subject to the satisfaction of the Financial Milestone (refer to Section 6.1), issue to Mr John Boardman the Deferred Consideration Shares, being 6,000,000 Shares;  Completion is conditional upon the satisfaction or waiver of, the following conditions precedents: `o`the Company completing financial and legal due diligence, in relation to MCS and Intiga; `o`the Company obtaining all necessary Shareholder approvals; `o`the Company completing the Public Offer; `o`the Company entering into executive service agreements with the CEO and COO (refer to Section 6.2); `o`the Company adopting the Executive Share Plan and the Employee Options Plan; `o`MCS and Intiga being free of any finance leases, hiring agreements and conditional purchase agreements; `o`the receipt of all necessary statutory and regulatory approvals and any other third party consents or waivers necessary or desirable, to complete the Acquisitions; and `o`both the MCS Acquisitions and the Intiga Acquisition becoming unconditional, other than in relation to the condition requiring the other to become unconditional.	Section 6.1
What are the effects of the Acquisitions on the Company?	Upon Completion:  the MCS Shareholders will hold an aggregate total of 14.88% of the issued Shares in the Company: `o`Mr Paul Simmons will hold approximately 7.44% of the issued Shares in the Company; and	Section 1.12

Topic	Summary	Further Information

	`o`Ms Maureen Simmons will hold approximately 7.44% of the issued Shares in the Company; and  Mr John Boardman will hold approximately 8.93% of the issued Shares in the Company.
C. Summary of the Offers
What is the Public Offer and what are its key terms?	Under the Public Offer, the Company is offering 90,000,000 Shares at an issue price of $0.05 per Share to raise $4,500,000 (before costs) (Public Offer). The Public Offer is subject to a minimum subscription of 90,000,000 Shares to raise $4,500,000. There will be no oversubscriptions in respect of the Public Offer.	Sections 1.1 and 1.4
What is the MCS Offer and the Intiga Offer?	In addition to the Public Offer, this Prospectus also contains separate offers to:  the MCS Shareholders for the issue of an aggregate total of 30,000,000 Shares in part consideration for the MCS Acquisition (MCS Offer); and  Mr John Boardman for the issue of 18,000,000 Shares in consideration for the Intiga Acquisition (Intiga Offer), (together, theVendor Offers).	Section 1.2
What is the Facilitator Offer	In addition to the Public Offer and the Vendor Offers, this Prospectus also contains an offer of 8,000,000 Shares to the Facilitator, in accordance with the Acquisition Agreements, for assisting with the facilitation of the Acquisitions (Facilitator Offer).	Section 1.3
What are the conditions of the Public Offer?	Completion of the Public Offer is conditional on:  the Company achieving the Minimum Subscription (refer to Section 1.4);  the Company obtaining Shareholder approval for the Acquisitions Resolutions (refer to Section 6.1);  the Acquisitions becoming unconditional, save for the condition relating to the completion of the Public Offer; and  receiving conditional approval for re-quotation of the Shares on the Official List. If above conditions are not satisfied, the Company will repay all Application Monies (without interest) in accordance with the provisions of the Corporations Act. If the Public Offer does not proceed, the Vendor Offers will not proceed and neither will the Acquisitions.	Section 1.7

Red Gum Resources Limited PROSPECTUS 11

Topic	Summary	Further Information

What is the purpose of the Offers?	The purpose of the Public Offer is to:  assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules:  provide the Company with sufficient funding to: `o`complete the Acquisitions; `o`further the New Businesses, following Completion; and `o`assist it to achieve its objectives; and  provide the Company with additional working capital for its current and future expanded business. The purpose of the Vendor Offers is to issue the Consideration Shares to the MCS Shareholders and Mr John Boardman in accordance with the Acquisition Agreements. As such, no funds will be raised pursuant to the Vendor Offers. The purpose of the Facilitator Offer is to issue the Facilitator Shares to the Facilitator in accordance with the Acquisition Agreements. The Directors are satisfied that on completion of the Offers, the Company will have sufficient funds to carry out its stated objectives.	Section 1.8
What is the proposed use of funds raised pursuant to the Public Offer?	The Company intends to apply its existing cash reserves, and the funds raised pursuant to the Public Offer, as detailed in the table in Section 1.10.	Section 1.10
What is the effect of the Offers on the capital structure of the Company?	The Shares issued under the Offers will represent approximately 72.4% of the enlarged issued share capital of the Company following completion of the Offers and the Acquisitions.	Sections 1.11 and 1.12
Who are the Substantial Shareholders?	Shareholders holding 5% or more of the Shares on issue as at the date of this Prospectus and post Completion are detailed in the table in Section 1.12.	Section 1.12
Is the Public Offer underwritten?	The Public Offer is not underwritten.	Section 1.21
What are the terms of the Shares offered pursuant to this Prospectus?	A summary of the rights and liabilities attached to the Shares offered pursuant to this Prospectus is set out in Section 8.1.	Section 8.1
Who is the lead manager to the Public Offer?	Patersons is the lead manager to the Public Offer.	Section 1.22

Topic	Summary	Further Information

What are the tax implications of investing in Shares under the Public Offer?	The Company is and will be subject to tax at the Australian corporate tax rate. The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and/or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.	Section 1.28
D. Re-compliance with Chapters 1 and 2 of the Listing Rules
What approvals are being sought at the General Meeting?	At the General Meeting, the Company will seek Shareholder approval for, among other things, the following:  the change in nature and scale of the activities of the Company as a result of the Acquisitions;  approval of the Acquisitions, including the issue of the Consideration Shares;  approval of the issue of the Deferred Consideration Shares to Mr John Boardman;  approval of the issue of the Shares pursuant to the Public Offer;  change of the Company's name;  approval of the issue of the Facilitator Shares;  adoption of the Executive Share Plan;  adoption of the Employee Option Plan; and  appointment of Ms Melissa Chapman as a Director.	Sections2.2and 6.1
Why the Company needs to re-comply with Chapters 1 and 2?	The Company is required to re-comply with chapters 1 and 2 of the Listing Rules to give effect to a change in the nature and scale of the Company's activities as a result of the Acquisitions. At the General Meeting, the Company will seek Shareholder approval for, among other things, a change in the nature and scale of the Company's activities as a result of the Acquisitions. The Company will be suspended from trading from the time of the General Meeting and will not be reinstated until the Company has satisfied the Conditions of the Offers, including re-compliance with Chapters 1 and 2 of the Listing Rules. There is a risk that the Company may not be able to meet the requirements of re-quotation on the ASX. In the event the Conditions ofthe Offers arenot satisfied orthe	Section 1.6

Red Gum Resources Limited PROSPECTUS 13

Topic	Summary	Further Information

	Company does not receive conditional approval for re- quotation on ASX then the Company will not proceed with the Public Offer and will repay all Application Monies received (without interest). If the Company does not proceed with the Public Offer, it will not proceed with the Acquisitions.
E. Overview of MCS and Intiga
What are MCS's and Intiga's businesses?	MCS provides security services at major commercial property sites and retail shopping centres throughout the Perth metropolitan area and regional country areas of Western Australia. These security services include mobile patrols and response vehicle services. In addition, MCS provides electronic security services including the design, supply, installation and commissioning of security alarms, CCTV, biometric and access control systems to commercial, industrial and domestic sectors. Intiga provides customer focused security professionals to sporting stadiums, events, retail, construction and resources industries in Western Australia, at venues such as Nib stadium, Domain Stadium, Perth Convention and Exhibition Centre, Perth Concert Hall, His Majesty's Theatre and Crown Resort.	Sections 2.3 and 2.4
What are MCS's and Intiga's plans and objectives?	Upon Completion, the Company aims to:  expand the operations of MCS and Intiga in the Perth Metropolitan area;  offer additional complementary services such as maintenance and cleaning;  expand interstate through the identification and acquisition of suitable targets; and  expand into regional Western Australia through opportunities in towns such as, Broome, Onslow, Port Hedland and other towns in the Pilbara region.	Section 2.6
How do MCS and Intiga make revenue?	Customarily, MCS and Intiga enter into contracts with clients on a "cost plus margin" basis. The margin attributed to each contract varies according to a number of factors including the size of the monitored area, the location and the risk profile. At present, MCS has entered into various contracts which are expected to generate revenues of approximately $12.28 million in the financial year ending 30 June 2016. Similarly, Intiga has also entered into various contracts which are expected to generate revenues of approximately $1.85 million in the financial year ending 30 June 2016.	Section 2.4
Are there any key dependencies affecting the Business?	Multiple factors contribute to the level of activity in the security industry, including:  the level of criminal activity (actual or perceived);  demand for general insurance; and	Section 2.8

Topic	Summary	Further Information

	 general economic activity.
What are the key strengths and advantages of the New Businesses?	The key advantages flowing from the New Businesses include:  exposure to future potential cash flows from two established and profitable businesses;  greater likelihood of restoring Shareholder value by changing the nature of the Company’s business to focus on the security industry rather than remaining a junior mineral explorer;  potential increase in market capitalisation of the Company, following the Completion may lead to increased coverage from investment analysts, access to improved equity market opportunities and increased liquidity; and  reduced foreign exchange exposure by divesting foreign projects in favour of local businesses that deal in Australian dollars.	Section 2.9
F. Financial Information
What is the Company's financial performance?	Based on the pro-forma audited accounts of the Company, MCS and Intiga as at 30 June 2015, the Company will have net assets of $7,485,003 and cash and cash equivalents of approximately $1,138,676 at Completion. The information in respect of the historical business of MCS and Intiga should not be regarded as an indication of the future performance of the Company. Prospective investors should be aware that there is no certainty that the future performance of the Company will be similar to the historical performance of MCS and Intiga. Relevant financial information in respect of the Company, including a pro-forma Statement of Financial Position detailing the effect of the Acquisitions (including the Public Offer), is in set out in Section 5. Section 5 also contains historical financial information in relation to MCS and Intiga, including Statements of Financial Position for the financial year ended 30 June 2015 and condensed consolidated Statements of Profit and Loss and Other Comprehensive Income for the financial years ended 30 June 2015, 2014 and 2013.	Section 5
What is the Company's dividend policy?	Dividends and other distributions with respect to the Shares are only made at the discretion of the Board. The payment of dividends is not guaranteed and the Company's dividend policy may change. Subject to compliance with the Corporations Act and its Constitution, the Company will target a dividend payout ratio of 80% of audited NPAT in a manner consistent with its dividend policy.	Section 1.25

Red Gum Resources Limited PROSPECTUS 15

Topic	Summary	Further Information

G. Key Risks
What are the key risks of investing in the Company?	Some of the key risks of investing in the Company are detailed below. The list of risks is not exhaustive and further details of these risks and other risks associated with an investment in the Company are detailed in Section 7. In undertaking its business activities, the Company will be exposed to risks, which include, but are not limited to:  re-compliance with Chapters 1 and 2 of the Listing Rules: there is a risk that the Company will not be able to satisfy one or more of the requirements under the Listing Rules and that its Shares will remain suspended from quotation;  failure to renew existing contracts or win new contracts: failure to renew existing contracts or to win new contracts could negatively impact the Company's financial performance;  failure to properly understand customer requirements and customer demand: this can occur for a variety of reasons, including a failure to understand the scope and requirements of a contract, a failure to assess accurately the costs of delivering the contracted services, a failure to model the drivers of customer demand or a failure to adhere to the business' internal risk assessment and contracting process guidelines. If the Company enters into low margin contracts, the Company's revenue and profitability could be adversely impacted;  insurance risks: the Company risks being adversely affected by not carrying sufficient insurance or not being able to obtain insurance on suitable items;  risk of termination or re-negotiation during the contract term: If contract re-negotiation results in parties entering into new contracts on terms less favourable for the Company, or if the customer terminates an existing contract, the Company's revenue and profitability could be adversely impacted. Some customers have the right to terminate contracts at their election by the giving of 30 days' notice;  customers may choose to change from outsourcing to in-sourcing of services: a decline in outsourcing of security services by customers, or an increase in customers taking security services back in house may adversely affect the Company's future revenue and profitability and its prospects for growth;  reliance on key personnel: the New Businesses currently employ a number of key personnel, in particular, the proposed CEO and the proposed COO. There is no guarantee that the Company will be able to attract and retain suitably qualified personnel, and a failure to do so could materially affect the Company's business;	Section 7

Topic	Summary	Further Information

	 regulation:the Company and the New Businesses are subject to Australian laws and regulations. Additional or amended laws and regulations may increase the cost of compliance, adversely impact the Company's ability to comply, or expose the Company to additional expenses or liabilities where, for example, changes to the regulatory framework result in higher or more onerous regulatory standards; and  contractual risks: the Company's financial performance will depend upon performance by counterparties to each of the agreements, of their respective obligations in those agreements. If any counterparty defaults, it may be necessary for the Company to seek legal remedy in court. Legal action can be costly and there is no guarantee that a legal remedy will granted on appropriate terms or at all.
H. Directors and Related Party Interests and Arrangements
Who are the directors of the Company?	The Directors (as at the date of this Prospectus) are: Mr Edwin Bulseco – Non-Executive Director; Mr Thomas Pickett – Non-Executive Director; and Mr Josh Puckridge – Executive Director. Mr Edwin Bulseco will resign at Completion. For further details regarding the Directors' qualifications and experience refer to Section 4.1.	Section 4.1
Who is the Proposed Director?	Ms Melissa Chapman will be appointed as a Non- Executive Director at Completion. For further details regarding Ms Chapman's qualifications and experience refer to Section 4.2.	Section 4.2
What experience do the Directors and Proposed Director have?	Mr Edwin Bulseco has experience in capital markets and corporate strategic planning. Prior to being a Director of the Company, Mr Bulseco worked for two of Australia's oldest stockbrokers and for Royal Dutch Shell. Mr Josh Puckridge has experience in funds management and mergers and acquisitions. Mr Puckridge is currently a non-executive director of Top Tung Limited and Naracoota Resources Limited. Mr Pickett has broad experience in the mining industry and has held a number of corporate roles in the mining and finance industry. Ms Melissa Chapman is a certified practising accountant with over 12 years of experience in the finance industry.	Sections 4.1 and 4.2
What interests do the Directors and Proposed Directors have in the Securities and the	The interests of the Directors are detailed in Section 9.1. The Shares and Options held by each Director are detailed in Section 9.2.	Sections 9.1 and 9.2

Red Gum Resources Limited PROSPECTUS 17

Topic	Summary	Further Information

Offers?
I. Applications and Other Information
How can I apply for Shares under the Public Offer?	You may apply for Shares offered pursuant to the Public Offer by completing a valid Public Offer Application Form attached to, or accompanying, this Prospectus. Applications must be for a minimum of $2,000 (40,000 Shares) and thereafter in multiples of $500 (10,0000 Shares) and payment for all the Shares must be made in full at the issue price of $0.05 per Share. To the extent permitted by law, a completed Public Offer Application Form lodged together with a cheque for the Application Monies constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in the Public Offer Application Form.	Section 1.15
How to apply for Shares under the Vendor Offers?	A personalised Vendor Offer Application Form will be issued to each of the MCS Shareholders and Mr John Boardman, together with a copy of the Prospectus. The Company will only provide the Vendor Offer Application Form to persons entitled to participate in the Vendor Offers.	Section 1.15
How to apply for Shares under the Facilitator Offer	A personalised Facilitator Offer Application Form will be issued to the Facilitator, together with a copy of the Prospectus. The Company will only provide the Facilitator Offer Application Form to the Facilitator	Section 1.15
What is the allocation policy under the Public Offer?	The allotment of Shares will be determined by the Directors, in conjunction with the Lead Manager. The Directors reserve the right to issue Shares in full for any Application or any lesser number or to decline any Application.	Section 1.16
Is there any brokerage, commission or stamp duty payable by Applicants?	No brokerage, commission or stamp duty is payable by Applicants on subscription or issue of Shares pursuant to the Offers.	Section 1.15
Can the Offers be withdrawn?	The Directors may at any time decide to withdraw this Prospectus and the Offers in which case the Company will return all Application Monies (without interest) in accordance with the provisions of the Corporations Act.	Section 1.20

Topic	Summary	Further Information

How can I obtain further information?	Further information can be obtained by reading this Prospectus and consulting your professional advisers. You can also contact Mr Josh Puckridge, Executive Director, by calling the Company's office on +61 8 8223 1680.	Section 1.29

Red Gum Resources Limited PROSPECTUS 19

1. Details of Offers

1.1 The Public Offer

This Prospectus invites investors to apply for 90,000,000 Shares at an issue price of $0.05 each to raise $4,500,000 (before costs) ( Public Offer ).

The Shares offered under this Prospectus will rank equally with other Shares on issue. Refer to Section 8.1 for details of the rights and liabilities attaching to Shares.

1.2 The Vendor Offers

MCS Offer

Pursuant to this Prospectus, the Company is also offering the MCS Shareholders an aggregate total of 30,000,000 Shares in part consideration for the MCS Acquisition ( MCS Offer ).

In addition, aggregate cash consideration of $3,780,000 will be paid to the MCS Shareholders at Completion as part consideration for the MCS Acquisition. Refer to Section 6.1 for further details.

No funds will be raised from the MCS Offer.

Intiga Offer

Pursuant to this Prospectus, the Company is also offering Mr John Boardman an aggregate total of 18,000,000 Shares in consideration for the Intiga Acquisition ( Intiga Offer ).

No funds will be raised from the Intiga Offer.

1.3 Facilitator Offer

Pursuant to this Prospectus, the Company is also offering the Facilitator 8,000,000 Shares in consideration for assisting with facilitating the Acquisitions ( Facilitator Offer ). Under the terms of the Acquisition Agreements, the Company agreed to issue 8,000,000 to the Facilitator. Refer to Section 6.1 for further details.

1.4 Minimum Subscription - Public Offer

The Public Offer is subject to a minimum subscription of 90,000,000 Shares to raise $4,500,000 ( Minimum Subscription ). If the Minimum Subscription has not been raised within three (3) months from the date of this Prospectus, the Company will not issue any Shares under the Public Offer and will repay all Application Monies for the Shares within the time prescribed under the Corporations Act, without interest.

1.5 Oversubscription

There will be no oversubscriptions in respect of the Public Offer.

1.6 Re-compliance with the Listing Rules

At the General Meeting, the Company will seek Shareholder approval for, among other things, a change in the nature and scale of the Company's activities as a result of the

Acquisitions. To give effect to these changes, ASX requires the Company to re-comply with Chapters 1 and 2 of the Listing Rules. This Prospectus is issued to assist the Company to re-comply with these requirements.

The Company will be suspended from trading from the time of the General Meeting and will not be reinstated until the Company has satisfied the Conditions of the Offers, including re-compliance with Chapters 1 and 2 of the Listing Rules.

There is a risk that the Company may not be able to meet the requirements for requotation on the ASX. If the Conditions of the Public Offer are not satisfied, or the Company does not receive conditional approval for re-quotation on ASX, then the Company will not proceed with the Public Offer and will repay Application Monies received (without interest). If the Company does not proceed with the Public Offer, it will not proceed with the Acquisitions (or the Vendor Offers).

The Company will apply to ASX no later than seven days from the date of this Prospectus for Official Quotation of the Shares issued pursuant to this Prospectus. If the Shares are not admitted to quotation within three months after the date of this Prospectus, no Shares will be issued and Application Monies will be refunded in full, without interest, in accordance with the Corporations Act.

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

1.7 Conditions of the Public Offer

Completion of the Public Offer is conditional on:

(a) the Company achieving the Minimum Subscription (refer to Section 1.4);
(b) Shareholders approving the Acquisition Resolutions (refer to Section 6.1);
(c) the Acquisitions becoming unconditional, save for the condition relating to completion of the Public Offer; and
(d) ASX approving the Company's re-compliance with the requirements of Chapters 1 and 2 of the Listing Rules and receiving conditional approval for re-quotation from ASX on terms which the Company believes are capable of satisfaction.

If the above conditions are not satisfied, the Company will not proceed with the Public Offer or the Acquisitions and will return to Applicants all the Application Monies (without interest) in accordance with the provisions of the Corporations Act.

If the Public Offer does not proceed, the Acquisitions will not proceed and neither will the Vendor Offers or the Facilitator Offers.

1.8 Purpose of the Public Offer

The purpose of the Public Offer is to:

(a) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the Listing Rules; and
(b) provide the Company with sufficient funding to:

Red Gum Resources Limited PROSPECTUS 21

(i) enable it to complete the Acquisitions (refer to Sections 1.2 and 6.1); and
(ii) assist it to achieve the objectives detailed in Section 1.9;
(iii) satisfy the working capital requirements for the Company's future expanded business, following Completion; and
(iv) meet the costs of the Offers; and
(c) enhance the public profile of MCS, Intiga and the Company.

1.9 Objectives of the Company

The Company's main objectives upon completion of the Public Offer and the Acquisitions are as follows:

(a) further the New Businesses;
(b) expand the customer base and operations of the New Businesses; and
(c) expand the New Businesses through the addition of complementary services and potential acquisitions interstate.

1.10 Use of Funds

As at 30 June, the Company had cash reserves of $1,216,564 (refer to Section 5).

The expected use of funds in the 12 month period following completion of the Public Offer is as follows:

Item	($)

Cash on hand Capital raised under Public Offer Total funds available	1,216,564 4,500,000
	5,216,564
Use of funds
Payments of Cash Consideration to vendors of MCS Transaction costs1 Lead Manager fee Corporate overheads2 Working capital Total funds applied	3,780,000 320,180 330,000 147,700 638,604
	5,216,564

Notes:

This item comprises all fees included in the table in Section 9.6, with the exception of the Lead Manager fee. 2. This represents the Company's operating expenses from 1 July 2015 up until Completion and comprises ASIC fees, company secretary fees and 30 June 2015 audit cost.

The Board believes that its current cash reserves and the funds raised from the Public Offer , together with the contracted revenues of the New Businesses for the financial year ending 30 June 2016 (refer to Section 2.4), will provide the Company with sufficient working capital to achieve the Company's objectives detailed in Section 1.9.

1.11 Capital Structure

On the basis that the Company completes the Public Offer and the Acquisitions on the terms in this Prospectus, the Company's capital structure at Completion will be as follows:

	Shares	Options
Existing Securities on issue at the date of	55,610,212	5,505,4141
this Prospectus
Shares to be issued under the Public Offer	90,000,000
Shares to be issued under the Vendor	48,000,000
Offers
Shares to be issued under the Facilitator	8,000,000
Offer
Total Securities following completion of the Offers2 3	201,610,212	5,505,414

Notes:

1,391,730 listed Options with an exercise price of $4.40 expiring on 1 March 2016; 4,000,047 listed Options with an exercise price of $0.44 expiring 15 November 2017; and 113,637 unlisted Options with an exercise price of $6.60 expiring 30 April 2016.
As noted in Section 6.1(a), a further 6,000,000 Deferred Consideration Shares may be issued, subject to the Company achieving the Financial Milestone.
Subject to the adoption of the Executive Share Plan and receipt of any necessary Shareholder approvals at the time of issue, the Company will be required to issue an aggregate total of up to a further 40,000,000 Shares to the CEO and COO upon the satisfaction of certain milestones (refer to Section 6.2).

1.12 Effect of the Offers on Control and Substantial Shareholders

As at the date of this Prospectus, Shareholders holding a relevant interest in 5% or more of the Shares on issue are as follows:

Name	Number of Shares	Percentage of Shares
Nero Resource Fund Pty Ltd	3,927,077	7.06%
Willowdale Holdings Pty Ltd	3,014,286	5.42%

Based on the information known as at the date of this Prospectus, the following persons will have a relevant interest in 5% or more of the Shares on issue, following completion of the Offers and the Acquisitions:

Name	Number of Shares	Percentage of Shares
Mr John Boardman	18,000,000	8.93%
Mr Paul Simmons	15,000,000	7.44%
Ms Maureen Simmons	15,000,000	7.44%

The Directors will allocate Shares so that the issue of Shares pursuant to this Prospectus will not result in any Shareholder or Applicant increasing its voting power in the Company:

(a) from 20% or below to more than 20%; or
(b) from a starting point that is above 20% and below 90%.

Red Gum Resources Limited PROSPECTUS 23

1.13 Market Price of Shares

The highest and lowest market sale prices of the Shares on ASX during the three (3) months immediately preceding the date of this Prospectus and the respective dates of those sales were:

Highest: $0.06 on 15 September 2015; and

Lowest: $0.046 on 3 August 2015.

1.14 Restricted Securities

Chapter 9 of the Listing Rules prohibits holders of Restricted Securities from disposing of those securities or an interest in those securities, or agreeing to dispose of those securities or an interest in those securities, for the relevant restriction periods.

ASX has provided the Company with in-principle advice that it will not treat any of the Consideration Shares, Facilitator Shares or Shares issued under the Public Offer as Restricted Securities.

Prior to re-quotation of the Shares on the Official List, the Company will enter into voluntary restriction agreements with the MCS Shareholders and Mr John Boardman. The effect of these voluntary restriction agreements will be to restrict the MCS Shareholders and Mr John Boardman from disposing of 80% of the Consideration Shares which will be held by them, or disposing of an interest in 80% of the Consideration Shares which will be held by them (or agreeing to do any of those things) for a period of 12 months from the date of re-admission of the Shares to ASX. This means that 38,400,000 Shares will be subject to voluntary restriction agreements.

1.15 How to Apply

(a) Public Offer

If you wish to apply for Shares under the Public Offer, complete the relevant Public Offer Application Form attached to, or accompanying, this Prospectus. Alternatively, complete a paper copy of the electronic Public Offer Application Form which accompanies the electronic version of this Prospectus which can be found and downloaded from www.redgumresources.com. Completed Public Offer Application Forms should be returned to and received by the Company, together with the Application Monies in full, prior to 5:00pm (WST) on the Closing Date.

Applications must be for a minimum of $2,000 (40,000 Shares) and thereafter in multiples of $500 (10,000 Shares) and payment for all the Shares must be made in full at the issue price of $0.05 per Share.

Completed Public Offer Application Forms and Application Monies should be returned to

the Company as follows:

By Post To:	Or Delivered To:
79 Angas Street	79 Angas Street
Adelaide SA 5000	Adelaide SA 5000

Refer to the instructions on the back of the Public Offer Application Form when completing your Application. Cheques must be made payable to "Red Gum Resources Limited" and crossed "Not Negotiable" . All cheques must be in Australian dollars.

An original completed and lodged Public Offer Application Form, together with a cheque for the Application Monies, constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in the Public Offer Application Form. The Public Offer Application Form does not have to be signed to be a valid Application. An Application will be deemed to have been accepted by the Company upon allotment of the Shares.

The Directors reserve the right to close the Public Offer early without prior notice. Applicants are therefore encouraged to submit their Public Offer Application Forms as early as possible. However, the Company reserves the right to extend the Public Offer or accept late Applications.

No brokerage, commission or stamp duty is payable by Applicants on subscription or issue of Shares pursuant to the Public Offer.

(b) Vendor Offers

The Vendor Offers consist of the MCS Offer and the Intiga Offer.

Only the MCS Shareholders and Mr John Boardman can accept the Vendor Offers. A personalised Vendor Offer Application Form will be issued to each of the MCS Shareholders and Mr John Boardman, together with a copy of this Prospectus. The Company will only provide the Vendor Offer Application Forms to the persons entitled to participate in the Vendor Offers.

No brokerage, commission or stamp duty is payable by Applicants on subscription or issue of Shares pursuant to the Vendor Offers.

(c) Facilitator Offer

Only the Facilitator can accept the Facilitator Offer. A personalised Facilitator Offer Application Form will be issued to the Facilitator, together with a copy of this Prospectus.

No brokerage, commission or stamp duty is payable by the Facilitator on subscription or issue of Shares pursuant to the Facilitator Offer.

1.16 Issue and Allocation of Shares under the Public Offer

The Directors, in conjunction with the Lead Manager, will determine the allocation of all the Shares under the Public Offer. The Directors reserve the right to issue Shares in full for any Application or to issue any lesser number or to decline any Application provided that no Shareholder or Applicant increases its voting power in the Company:

(a) from 20% or below to more than 20%; or
(b) from a starting point that is above 20% and below 90%.

Where the number of Shares issued is less than the number applied for, or where no issue is made, the surplus Application Monies will be returned by cheque to the Applicant within seven (7) days of the issue date.

Red Gum Resources Limited PROSPECTUS 25

Subject to the conditions to the Offers being satisfied (refer to Sections 1.7 and 6.1), Shares issued pursuant to the Offers will be issued as soon as practicable after the Closing Date.

Pending the issue of the Shares or refund of Application Monies pursuant to this Prospectus, all Application Monies shall be held by the Company on trust (refer to Section 1.17).

The Company will be entitled to retain all interest that accrues on the Application Monies and each Applicant waives the right to claim any part of such interest.

1.17 Application Monies held in Trust

Until the Shares are issued under this Prospectus, the Application Monies for Shares under the Public Offer will be held by the Company on trust, on behalf of the Applicants, in a separate bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus. If the Shares to be issued under this Prospectus are not admitted to quotation within three months after the date of this Prospectus, no Shares will be issued and Application Monies will be refunded in full without interest in accordance with the Corporations Act.

1.18 CHESS

The Company participates in the Clearing House Electronic Subregister System ( CHESS ). ASX Settlement Pty Limited, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

Electronic sub-registers means that the Company will not issue certificates to investors. Instead, investors will be provided with holding statements (similar to a bank account statement) that set out the number of Shares issued to them under this Prospectus. The holding statements will also advise holders of their Holder Identification Number (if the holder is broker sponsored) or Security Holder Reference Number (if the holder is issuer sponsored) and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship. Electronic sub-registers also mean ownership of Shares or Options can be transferred without having to rely on paper documentation.

Further, monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month. Security holders may request a holding statement at any other time. However, there may be a charge for such additional statements.

1.19 ASX Waivers

Listing Rule 2.1 Condition 2 provides that the issue price or sale price of all securities for which an entity seeks quotation (except options) must be at least $0.20. ASX has granted the Company a waiver from Listing Rule 2.1 Condition 2 to the extent necessary not to require the issue price of the Shares the subject of the Public Offer to be at least $0.20, on the condition that the issue price is not less than $0.05 each and Shareholders approve the issue price. Shareholder approval for the issue of the Shares, the subject of the Public Offer, will be sought at the General Meeting.

The Company will therefore not be required to consolidate its capital in order to re-comply with Chapters 1 and 2 of the Listing Rules.

ASX has also granted the Company a waiver from Listing Rule 7.3.2 to the extent necessary to permit the Deferred Consideration Shares to be issued on a date more than 3 months after the date of the General Meeting. Shareholder approval for the issue of the Deferred Consideration Shares will be sought at the General Meeting.

1.20 Withdrawal

The Directors may at any time decide to withdraw this Prospectus and the Offers, in which case, the Company will return all Application Monies (without interest) in accordance with the provisions of the Corporations Act.

1.21 Underwriting

The Public Offer is not underwritten.

1.22 Lead Manager

The Company has appointed Patersons as the lead manager to the Public Offer on the terms and conditions of a mandate agreement dated 2 August 2015 ( Lead Manager Mandate ). Refer to Section 6.3 for further details on the Lead Manager Mandate.

1.23 Commission

The Company reserves its right to pay a commission of up to 6% of amounts subscribed through any Australian financial services licensee in respect of any Applications lodged and accepted by the Company and bearing the stamp of the Australian financial services licensee, including pursuant to the Lead Manager Mandate (refer to Section 6.3). Payment will be made subject to the receipt of a proper tax invoice from the Australian financial services licensee.

1.24 Financial Information

The Investigating Accountant's Report contained in Section 5 of this Prospectus sets out:

(a) the audited condensed Statement of Financial Position of the Company as at 30 June 2015;
(b) the audited condensed Statement of Profit or Loss and other Comprehensive Income of the Company as at 30 June 2015 and 30 June 2014;
(c) the audited Statement of Financial Position of MCS as at 30 June 2015;
(d) the audited Statement of Profit or Loss and other Comprehensive Income of MCS as at 30 June 2015, 30 June 2014 and 30 June 2013;
(e) the audited Statement of Financial Position of Intiga as at 30 June 2015;
(f) the audited Statement of Profit or Loss and other Comprehensive Income of Intiga as at 30 June 2015, 30 June 2014 and 30 June 2013; and
(g) the unaudited pro-forma Statement of Financial Position of the Company (based upon completion of the Offers and the Acquisitions) as at 30 June 2015.

Investors are urged to read the Investigating Accountant's Report in full.

Red Gum Resources Limited PROSPECTUS 27

The full financial statements of the Company for its financial year ended 30 June 2015, which includes notes to the financial statements, can be found on the Company's ASX announcements platform page at www.asx.com.au.

1.25 Dividend Policy

Dividends and other distributions with respect to the Shares will be made at the discretion of the Board. The payment of dividends is not guaranteed and the Company's dividend policy may change. The Board's decision in relation to the level of reserves and retentions may affect any dividends or distributions Shareholders receive from the Shares.

In determining dividends payable to Shareholders, the Company must comply with the Corporations Act and the Constitution. Factors expected to influence the Board's decision to pay dividends over time include:

(a) any statutory or regulatory requirements;
(b) the performance of the New Businesses;
(c) one-off or non-recurring events;
(d) non-cash items such as provisions;
(e) the Company's capital expenditure and liquidity requirements;
(f) the availability of imputation credits;
(g) prevailing business and economic conditions;
(h) the outlook for all of the above; and
(i) any other factors deemed relevant by the Board.

Subject to the above, the Company intends to target a dividend payout ratio of 80% of audited NPAT.

1.26 Overseas Investors

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

The distribution of this Prospectus outside Australia may be restricted by law and persons into whose possession this Prospectus comes should observe all applicable restrictions. Any failure to comply with these restrictions may constitute a violation of those laws.

This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

It is the responsibility of any overseas Applicant to ensure compliance with all laws of any country relevant to its Application. The return of a duly completed Public Offer Application Form will be taken by the Company to constitute a representation and warranty that there has been no breach of such laws and that all necessary approvals and consents have been obtained.

1.27 Risks

As with any securities investment, there are risks associated with investing in the Company. Key risk factors that could affect the financial and market performance of the Company are detailed in Section 7. The Shares offered under this Prospectus should be considered highly speculative. Before deciding to invest in the Company, investors should read this Prospectus in its entirety and should consider all factors in light of their personal circumstances and seek appropriate professional advice.

1.28 Taxation

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

1.29 Enquiries in relation to the Offers

This Prospectus provides information for prospective investors in the Company, and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in the Company, please contact your stockbroker, accountant or independent financial adviser. Any investment in the Company under this Prospectus should be considered highly speculative.

Questions relating to the Offers and completion of the Application Forms can be directed to the Company Secretary on +61 8 8223 1680.

Red Gum Resources Limited PROSPECTUS 29

2. Company, MCS and Intiga Overview

2.1 Overview of the Company

The Company is an Australian public company which has been listed on the Official List since 13 January 2012 (current ASX code: RGX). The Company's principal activities are mineral exploration and the accumulation and acquisition of areas for mineral exploration in Latin America.

The Company's current exploration asset is the La Negra Project in Chile. Since April 2014, the Company has not carried out any exploration activities on the La Negra Project.

Further details on the Company's existing project can be found in the Company's quarterly activities reports located on the Company's website and the ASX's company announcements platform.

2.2 Proposed Future Direction

The Directors have been mindful of the state of the Australian share market and the financing difficulties in the global junior resources sector. It has become evident that current market conditions make it difficult to raise funds to continue to explore the La Negra Project. The Board has assessed a number of opportunities to enhance Shareholder value. One of these opportunities led to the announcement of the Acquisitions on 3 August 2015. Refer to Section 6.1 for further details regarding the Acquisition Agreements.

Following Completion, the Company will assess its options regarding the La Negra Project, including divestment.

In addition, pursuant to the terms of the Acquisition Agreements, the Company has called the General Meeting to seek Shareholder approval of, among other things, the Acquisition Resolutions.

2.3 Overview of the New Businesses

MCS

MCS is an Australian proprietary company, which was incorporated in Western Australia on 23 June 2005. MCS has two existing shareholders, Mr Paul Simmons and Ms Maureen Simmons ( MCS Shareholders ) who each hold 1 share in MCS.

MCS provides security services at major commercial property sites and retail shopping centres throughout the Perth metropolitan area and regional country areas of Western Australia. These security services include mobile patrols and response vehicle services. In addition, MCS provides electronic security services including the design, supply, installation and commissioning of security alarms, CCTV, biometric and access control systems to commercial, industrial and domestic sectors.

MCS currently employs over 300 operational staff and 40 supervisors in Western Australia.

Intiga

Intiga is an Australian proprietary company, which was incorporated in Western Australia on 17 December 2010. Mr John Boardman is the sole shareholder of Intiga.

Intiga provides customer focused security professionals to sporting stadiums, events, and the retail, construction and resources industries in Western Australia, at venues such as Nib stadium, Domain Stadium, Perth Convention and Exhibition Centre, Perth Concert Hall, His Majesty's Theatre and Crown Resort.

Intiga currently employs 115 operational staff and 10 supervisors in Western Australia.

2.4 Business and Revenue Model of the New Businesses

MCS Contracts and Revenue Model

The revenue of MCS is generated from the provision of security personnel at major commercial property sites and retail shopping centres. Customarily, MCS enters into contracts with customers on a "cost plus margin" basis. The margin attributed to each contract varies and is dependent on a number of factors including size of monitored area, location and risk profile.

At present, MCS is party to contracts that are expected to generate revenues of approximately $12.28 million in the financial year ending 30 June 2016.

Intiga Contracts and Revenue Model

The revenue of Intiga is generated from the provision of security personnel to the event, construction and mining industries. Customarily, Intiga enters into contracts with customers on a "cost plus margin" basis. The margin attributed to each contract varies and is dependent on a number of factors including size of monitored area, location and risk profile.

At present, Intiga is a party to contracts that are expected to generate revenues of approximately $1.85 million in the financial year ending 30 June 2016.

2.5 Clients and Venues where the New Businesses provide Security Services

MCS

MCS currently provides security services to clients at the following venues:

(a) Garden City, Karrinyup and Ocean Keys Shopping Centres;
(b) Raine Square CBD;
(c) Wanneroo, Secret Harbour, Swan View, Ballajura and Carnarvon Shopping Centres;
(d) Innaloo Megaplex and Phoenix, Dog Swamp and Woodvale Shopping Centres;
(e) Rockingham and Midland Gate Shopping Centres;
(f) Hillarys Boat Harbour;
(g) Cockburn Central, Belmont Forum, Mirrabooka Square, Wyatt Grove, Harvest Lakes and Carramar Shopping Centres;
(h) Lakeside Joondalup Shopping Centre;
(i) Armadale Central Shopping Centre;

Red Gum Resources Limited PROSPECTUS 31

(j) Livingston and Ellenbrook Shopping Centres; and
(k) Kingsway Shopping Centre.

Intiga

Intiga provides its security services to clients at the following venues and events:

(a) Nib Stadium;
(b) Domain Stadium;
(c) Crown Resort and Casino;
(d) Perth Convention and Exhibition Centre;
(e) His Majesties Theatre and Perth Concert Hall;
(f) educational institutions, including universities; and
(g) miscellaneous events – such as charity events, large company annual general meetings, outdoor events and festivals.

2.6 Plans and Objectives of the New Businesses

Following Completion and the re-quotation of Shares on the Official List, the Company will have in excess of 400 operational staff and will be providing security services to a significant number of Western Australian clients. Accordingly, the Company will provide the following services to its new clients and to existing clients of the New Businesses:

(a) provision of security personnel (such as uniformed guards for shopping centres and sporting events);
(b) installation and monitoring of commercial CCTV systems; and
(c) integrated commercial security systems (that incorporate CCTV, door entry systems and monitoring services).

While the Company will be able to provide the above services to its clients, the Company intends to focus on the provision of uniformed security guards and focus the provision of its services on the following venues and events:

(a) shopping centres;
(a) major commercial property sites;
(b) construction sites;
(c) sporting events;
(d) sports stadiums (such as Nib Stadium);
(e) outdoor festivals and events (such as the Avon Decent and City to Surf);
(f) private business events (such as shareholder meetings); and

(g) trade shows (such as the Good Food & Wine Festival and the Perth Motor Show).

2.7 Growth Initiatives of the New Businesses

Following Completion, the Company intends to focus on the following opportunities:

(a) expand its operations in the Perth metropolitan area, through the identification of potential new business opportunities in high rise office space, located in the central business district, and prominent Perth event venues;
(b) offer additional complementary services such as maintenance and cleaning to its existing clients, which may occur through the future acquisition of an existing business;
(c) expand interstate through the identification and acquisition of suitable targets; and
(d) expand into regional Western Australia through opportunities in towns such as, Broome, Onslow, Port Hedland, which present higher margin contracts than those in the Perth metropolitan area.

2.8 Key Drivers of the New Businesses

The key drivers for the New Business include:

(a) the level of criminal activity: increased crime rates, both real and perceived, increase the demand for security services;
(b) demand from general insurance: demand for security services may be driven by insurance provider requirements. This demand sees increases to both residential and commercial security services where policy holders may be required to maintain a certain a level of security services under their insurance policy; and
(c) economic activity: the increase in economic activity drives the construction of commercial and residential properties and centres. Similarly, as disposable income increases, so does the patronage of hospitality venues and sporting events by the general population.

2.9 Key Strengths and Advantages of the New Businesses

Advantages of the New Businesses include:

(a) exposure to the future potential cash flows of established and profitable businesses;
(b) in the current market environment there is a greater likelihood of restoring Shareholder value by changing the nature of the Company's business to focus on the security industry rather than remaining a junior mineral explorer;
(c) the potential increase in market capitalization of the Company, following Completion, may lead to increased coverage from investment analysts, access to improved equity capital market opportunities and increased liquidity; and

Red Gum Resources Limited PROSPECTUS 33

(d) reduced foreign exchange exposure by divesting foreign projects in favour of local businesses that deal in Australian dollars.

3. Industry Overview

3.1 Market Overview

The Company defines the security personnel industry as all guards, patrol services and crowd control services not provided by governmental departments such as police and fire departments.

The industry has relatively low barriers to entry given the low degree of skill or formal qualifications required by guards. These low barriers to entry have likely contributed to a lack of concentration in the industry where only three suppliers of security personnel services are estimated to have achieved more than 5% of market share – together accounting for less than 20% of market share. SIS Australia Holdings Pty Ltd (operating as MSS Security) holds approximately 6.7% of the market, followed by Linfox Properties Limited with 6.5% and Wilson Parking Australia 1992 Pty Ltd with 5.4%. This sees 81% of the market held by companies with less than 5% market share (IBISWorld Industry Report 07712, "Investigation and Security Services in Australia", May 2015).

3.2 Regulatory Environment

The security industry is a highly regulated industry. In order for the Company to operate as a security company, it requires, as a minimum, a commercial agent's licence. MCS and Intiga hold commercial agent's licences and have been granted, and maintain, a number of additional licences which enable them to provide the following:

(a) security officers;
(b) security bodyguards;
(c) security consultants;
(d) security installers; or
(e) security crowd controllers.

Security companies in Western Australia are required to comply with the following legislation:

(a) Security and Related Activities (Control) Act 1996; and
(b) Security and Related Activities (Control) Regulations 1997.

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4. Board, Management and Corporate Governance

4.1 Directors' Profiles

The names and details of the Directors in office as at the date of this Prospectus are as follows:

(a) Mr Josh Puckridge – Executive Director

Mr Puckridge is formerly executive director of Discovery Resources Limited (ASX: DIS) (now Aquis Entertainment Limited ASX: AQS) and currently nonexecutive director of Top Tung Limited (ASX: TTW) (formerly Krucible Metals Limited ASX: KRB) and Naracoota Resources Limited (ASX: NRR). Mr Puckridge has experience in funds management, and mergers and acquisitions. Mr Puckridge was a former founding director and secretary of Windward Resources Limited (ASX: WIN) and holds a Bachelor of Commerce.

(b) Mr Edwin Bulseco – Non-Executive Director

Mr Edwin Bulseco holds a Bachelor of Commerce (Graduating with Merit) from the University of Wollongong in NSW.

Mr Bulseco has a wealth of experience in capital markets and corporate strategic planning. From 2010 to 2014 Mr Bulseco served as senior equity research analyst at two of Australia’s oldest stockbrokers and has raised over $100 million in new capital and worked on a number of successful corporate restructures.

In addition, Mr Bulseco's prior experience includes internal consulting, corporate and strategic planning and commercial roles with Royal Dutch Shell where he worked for seven years.

(c) Mr Thomas Pickett – Non-Executive Director

Mr Pickett holds a Bachelor of Laws and was admitted as a solicitor of the Supreme Court of Queensland in 1996. Mr Pickett has broad experience in the mining industry and has held a number of corporate roles in the mining and finance industries. Mr Pickett was also a director of CuDeco Ltd (ASX:CDU) from 2002 to 2005, and continued as in-house counsel until 2009. Mr Pickett was involved in all aspects of the company’s governance and compliance, operations as well as the implementation of policies and procedures surrounding mine planning. Mr Pickett is also the non-executive director of Discovery Resources Limited (ASX: DIS) and executive chairman of Cannindah Resources Limited (ASX: CAE).

4.2 Proposed Director Profile

On Completion, Ms Melissa Chapman will be appointed as a non-executive Director.

Ms Melissa Chapman – Non-Executive Director

Ms Chapman is a certified practising accountant with over 12 years of experience in the mining industry. She has worked extensively in Australia and the United Kingdom, including five years as Group Financial Controller for the Beny Steinmetz Group. Ms Chapman holds a Bachelor of Accounting from Murdoch University and has been a member of CPA Australia since 2000. Ms Chapman has also completed a Graduate

Diploma of Corporate Governance with Chartered Secretaries of Australia Ltd. Ms Chapman is also the CFO and Company Secretary of Cape Lambert Resources Limited (ASX: CFE).

4.3 Proposed Management Profiles

On Completion, the following persons will be appointed to the following positions:

(a) Mr Paul Simmons - Chief Executive Officer ( CEO )

Mr Paul Simmons is a shareholder and a director of MCS and has operated MCS since 2005. Mr Simmons has more than 35 years' experience in the security and law enforcement industry. His prior experience includes working as a police officer in the United Kingdom, being State security manager for the retail giant K- Mart and an equal partner in the privately owned Perth Security Services. Over the years, Mr Simmons has established a strong network in the Perth security industry, with much of the MCS Business being borne from existing clients and contacts.

(b) Mr John Boardman - Chief Operating Officer ( COO )

Mr John Boardman is the sole shareholder and director of Intiga and has operated Intiga since 2010. Mr Boardman has operated a number of successful businesses since 2007, including training company Worldwide global training (trading as TTS-100 And Sec24 training), a company that provides industry training to WA security companies.

4.4 Corporate Governance

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, the Company has adopted the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Recommendations ).

The primary responsibility of the Board is to represent and advance Shareholders' interests and to protect the interests of all stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management, and monitoring the achievement of these goals.

The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.

The table in Section 4.5 provides a summary and explanation of the Company's departure from the Recommendations. The Company will also provide an explanation of any departures from the Recommendations in its future annual reports.

In light of the Company's size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

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The Company's main corporate governance policies and practices as at the date of this Prospectus are outlined below. All of the Company's corporate governance policies, together with a copy of the Constitution, are available on the Company's website www.redgumresources.com.au.

(a) Board charter

The Board has adopted a board charter which prescribes certain principles for the operation and structure of the Board. The charter also establishes certain principles and procedures in accordance with which the Board is required to act and allocates the functions of the Company between the Board and management of the Company.

(b)

Code of conduct

The Board has adopted a code of conduct which sets basic principles of business conduct to which the directors, officers and employees of the Company must adhere.

(c) Board of Directors

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

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

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

(i) developing initiatives for profit and asset growth;
(ii) reviewing the corporate, commercial and financial performance of the Company on a regular basis;
(iii) acting on behalf of, and being accountable to, the Shareholders;
(iv) identifying business risks and implementing actions to manage those risks and corporate systems to, the Shareholders; and
(v) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

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

(d)

Composition of the Board

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

However, subject thereto, the Company is committed to the following principles:

(i) the Board is to comprise persons with a blend of skills, experience and attributes appropriate for the Company and its business; and
(ii) the principal criterion for the appointment of new director is their ability to add value to the Company and its business.

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board's membership but an informal assessment process, facilitated in consultation with the Company's professional advisors, has been committed to by the Board.

The Board currently consists of Mr Edwin Bulseco, Mr Thomas Pickett and Mr Josh Puckridge.

(e) Identification and management of risk

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

(f)

Continuous disclosure policy

The Board has adopted a continuous disclosure policy to ensure the Company will be in a position to comply with its disclosure obligations following re-quotation of the Shares on the Official List.

Under the policy, the Company Secretary has primary responsibility for ensuring the Company complies with its continuous disclosure obligations.

(g) Ethical standards

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

(h)

Independent professional advice

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

(i)

Remuneration and Nomination Committee

The Board will decide the remuneration of an executive Director without the affected executive Director participating in the decision making process.

The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Director's remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The fees paid to Directors for the years ending 30 June 2014 and 30 June 2015 are set out in Section 9.3.

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In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, non-cash performance incentives such as options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred by them, respectively, in or about the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders, having regard to the amount considered appropriate for a company of its size and level of activity as well as the relevant Director's time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans, including the appropriateness of performance hurdles and total payments proposed.

(j)

Trading policy

The Board has adopted a security trading policy that provides guidelines on the sale and purchase of Securities by Directors, officers, and other key management personnel and employees of the Company and their associates. The security trading policy prohibits trading during the designated "blackout periods" and recommends trading only during certain "trading windows". The policy generally provides that the written acknowledgement of the Chairman (or the Board in the case of the Chairman) must be obtained prior to trading.

(k)

External audit

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

(l)

Audit & Compliance Committee

The Company does not have a formal Audit & Compliance Committee. This function is currently performed by the full Board. In carrying out this function, the Board's role includes, but is not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system, the Company's risk management systems, the identification and management of business, economic, environmental and social sustainability risk and the external audit function.

(m) Diversity policy

The Board values diversity and recognises the benefits it can bring to the organisation’s ability to achieve its goals. Accordingly, the Company has put in place a diversity policy. The diversity policy outlines the Company’s diversity objectives in relation to gender, age, cultural background and ethnicity. It includes requirements for the Board to establish measurable objectives for achieving diversity, and for the Board to assess annually both the objectives, and the Company’s progress in achieving them.

4.5 Departures from the Recommendations

The Company's departures from the Recommendations as at the date of re-admission to the Official List are detailed in the table below.

Principles and Recommendations Explanation for Departure Recommendation 2.1

Due to the size and nature of the Board, and the magnitude of the Company’s operations, the Company will not have a Nomination Committee. Pursuant to the Company’s Board Charter, the full Board carries out the duties that would ordinarily be assigned to the Nomination Committee under the written terms of reference for that committee.

The board of a listed entity should:

(a) have a nomination committee which:
(i) has at least three members, a majority of whom are independent directors; and
(ii) is chaired by an independent director,
and disclose: (iii) the charter of the committee;

The duties of the Nomination Committee are outlined in Schedule 5 of the Company’s Corporate Governance Plan available online on the Company’s website.

(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

The Board devotes time at on an annual basis to discuss Board succession issues. All members of the Board will be involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.

(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

The Board will regularly update the Company’s board skills matrix (in accordance with recommendation 2.2) to assess the appropriate balance of skills, experience, independence and knowledge of the entity.

Recommendation 2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

There is no formal Chairman and the collective of non-executive Directors will ensure that the roles and functions of the Chairman are carried out by delegating those responsibilities to members of the board from time to time.

Recommendation 4.1

The board of a listed entity should:

(a) have an audit committee which:
(i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and
(ii) is chaired by an independent director, who is not the chair of the board,
and disclose:
(iii) the charter of the committee;

Due to the size and nature of the Board, and the magnitude of the Company’s operations, the Company will not have an Audit and Risk Committee. Pursuant to the Company’s Board Charter, the full Board carries out the duties that would ordinarily be assigned to the Audit and Risk Committee under the written terms of reference for that committee.

The role and responsibilities of the Audit and Risk Committee are outlined in Schedule 3 of the Company’s Corporate Governance Plan available online on the Company’s website.

Red Gum Resources Limited PROSPECTUS 41

Principles and Recommendations	Principles and Recommendations	Explanation for Departure
	(iv) the relevant qualifications and	The Board will devote time annually to fulfilling
	experience of the members of the	the roles and responsibilities associated with
	committee; and	maintaining the Company’s internal audit
	(v) in relation to each reporting period, the number of times the committee	function and arrangements with external auditors. All members of the Board will be
	met throughout the period and the individual attendances of the	involved in the Company’s audit function to ensure the proper maintenance of the entity
	members at those meetings; or	and the integrity of all financial reporting.
(b)	if it does not have an audit committee,
	disclose that fact and the processes it
	employs that independently verify and
	safeguard the integrity of its financial
	reporting, including the processes for the
	appointment and removal of the external
	auditor and the rotation of the audit
	engagement partner.

Recommendation 7.1

The board of a listed entity should:

(a) have a committee or committees to oversee risk, each of which:
(i) has at least three members, a majority of whom are independent directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

Due to the size and nature of the Board, and the magnitude of the Company’s operations, the Company will not have an Audit and Risk Committee. Pursuant to the Company’s Board Charter, the full Board will carry out the duties that would ordinarily be assigned to the Audit and Risk Committee under the written terms of reference for that committee.

The role and responsibilities of the Audit and Risk Committee are outlined in Schedule 3 the Company’s Corporate Governance Plan available online on the Company’s website.

The Board will devote time annually to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures.

(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.

Recommendation 7.3

A listed entity should disclose:

(a) if it has an internal audit function, how the function is structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.

Schedule 3 of the Company’s Corporate Governance Plan provides for the internal audit function of the Company. The Charter outlines the monitoring, review and assessment of a range of internal audit functions and procedures.

Due to the size and nature of the Board, and the magnitude of the Company’s operations, the Company will not have an internal audit function.

Principles and Recommendations

Explanation for Departure

Recommendation 8.1

The board of a listed entity should:

(a) have a remuneration committee which:
(i) has at least three members, a majority of whom are independent directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

Due to the size and nature of the Board, and the magnitude of the Company’s operations, the Company will not have a Remuneration Committee. Pursuant to the Company’s Board Charter, the full Board will carry out the duties that would ordinarily be assigned to the Remuneration Committee under the written terms of reference for that committee.

The role and responsibilities of the Remuneration Committee are outlined in Schedule 4 the Company’s Corporate Governance Plan available online on the Company’s website. The Board will devote time annually to fulfilling the roles and responsibilities associated with setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

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