MEEKA METALS LIMITED — Capital/Financing Update 2012

Jul 31, 2012

==> picture [569 x 77] intentionally omitted <==

1[st] August, 2012

Market Announcements Platform

Australian Securities Exchange

Non-Renounceable Rights Issue – Despatch of Offer Documents to Eligible Shareholders

Offer documents under the Company’s Non-Renounceable Rights Issue have been despatched to eligible shareholders today. Please find attached copies of the following documents which have been sent to eligible shareholders :

1. Rights Issue Offer Memorandum, and

2. Rights Issue Entitlement Form

==> picture [80 x 42] intentionally omitted <==

J.G.Smith Company Secretary

==> picture [568 x 19] intentionally omitted <==

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

www.integratedres ources .com.au
----- End of picture text -----

Integrated Resources Group Limited ABN 23 080 939 135 Suite 2003, 109 Pitt Street NSW 2000 P (02) 9962 8053 F (02) 9475 1060

==> picture [568 x 77] intentionally omitted <==

**INTEGRATED

RESOURCES
GROUP
LIMITED ACN
080
939
135**

**NON-­‐REOUNCEABLE

RIGHTS
ISSUE OFFER
MEMORANDUM**

For
a
pro-­‐
rata
non-­‐renounceable
rights
issue
of
one
(1)
New
Share
for
every
Share held
by
Shareholders
on
the
Record
Date
at
an
issue
price
of
$0.002
per
New
Share Offer to
raise
up
to
$1,008,500
before
costs
( )

The
Offer
is
partially
underwritten
to
the
amount
of
$175,000.

CLOSING
DATE :
5.00pm
Sydney
time
on
16
August
2012,
unless
extended
or withdrawn

THIS
IS
AN
IMPORTANT
DOCUMENT
AND
REQUIRES
YOUR
IMMEDIATE
ATTENTION.
IF YOU
ARE
IN
ANY
DOUBT
AS
TO
HOW
TO
DEAL
WITH
THIS
DOCUMENT,
YOU
SHOULD CONSULT
YOUR
FINANCIAL,
LEGAL
OR
OTHER
PROFESSIONAL
ADVISER. THE
NEW
SHARES
OFFERED
UNDER
THIS
DOCUMENT
SHOULD
BE
CONSIDERED
AS SPECULATIVE. NOT
FOR
DISTRIBUTION
OR
RELEASE
IN
THE
UNITED
STATES
OF
AMERICA
OR
TO
U.S. PERSONS.

==> picture [568 x 19] intentionally omitted <==

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

www.integratedresources.com.au
----- End of picture text -----

Integrated Resources Group Limited ABN 23 080 939 135 Level 20, Suite 2003, 109 Pitt Street Sydney NSW 2000 P 02 9962 8053 F 02 9445 1060

**IMPORTANT

NOTICES**

This
Offer
Document
is
dated
18
July
2012.

The
Offer
is
made
in
accordance
with
section
708AA
of
the
Corporations
Act.
This
Offer Memorandum
is
not
a
prospectus.
It
does
not
contain
all
of
the
information
that
an
investor would
find
in
a
prospectus
or
which
may
be
required
in
order
to
make
an
informed investment
decision
regarding,
or
about
the
rights
attaching
to,
the
New
Shares
offered
by this
document.

The
information
in
this
Offer
Memorandum
does
not
constitute
financial product
advice
and
does
not
take
into
account
your
investment
objectives,
financial situation
or
particular
needs.
This
Offer
Memorandum
should
be
read
in
its
entirety
before you
decide
to
participate
in
the
Offer.

No
person
is
authorised
to
give
any
information
or
to
make
any
representation
in
connection with
Integrated
Resources
Group
Limited
ACN
080
939
135
( IRG or Company )
or
the
Offer which
is
not
contained
in
this
Offer
Memorandum.
Any
such
information
or
representation not
so
contained
may
not
be
relied
on
as
having
been
authorised
by
IRG
or
any
of
its directors
or
officers.

**Forward

Looking
Statements**

This
Offer
Memorandum
includes
forward
looking
statements
that
have
been
based
on current
expectations
about
future
acts,
events
and
circumstances.

These
forward
looking statements
are,
however,
subject
to
risks,
uncertainties
and
assumptions
that
could
cause those
acts,
events
and
circumstances
to
differ
materially
from
the
expectations
described
in such
forward
looking
statements.

These
factors
include,
among
other
things,
commercial and
other
risks
associated
with
the
meeting
of
objectives
and
other
investment considerations,
as
well
as
other
matters
not
yet
known
to
the
Company
or
not
currently considered
material
by
the
Company.

**Not

an
Offer
in
Certain
Jurisdictions**

No
offer
is
made
by
this
Offer
Memorandum
in
any
jurisdiction
outside
of
Australia
and
New Zealand.

The
distribution
of
this
Offer
Memorandum
within
jurisdictions
outside
Australia and
New
Zealand
may
be
restricted
by
law
and
persons
into
whose
possession
this
Offer Memorandum
comes
should
inform
themselves
about
and
observe
any
such
restrictions.

**No

responsibility
for
contents
of
Offer
Memorandum**

To
the
maximum
extent
permitted
by
law,
no
representation,
warranty
or
undertaking, express
or
implied,
is
made
and,
to
the
maximum
extent
permitted
by
law,
no
responsibility or
liability
is
accepted
by
IRG
or
any
of
its
officers,
employees,
agents
or
advisers
or
any other
person
as
to
the
adequacy,
accuracy,
completeness
or
reasonableness
of
this
Offer Memorandum.
To
the
maximum
extent
permitted
by
law,
no
responsibility
for
any
errors
in or
omissions
from
this
Offer
Memorandum
whether
arising
out
of
negligence
or
otherwise
is accepted.

**Privacy

Act**

If
you
complete
an
application
for
New
Shares,
you
will
be
providing
personal
information
to the
Company
(directly
or
by
the
Company’s
share
registry).
The
Company
collects,
holds
and will
use
that
information
to
assess
your
application,
service
your
needs
as
a
Shareholder, facilitate
distribution
payments
and
corporate
communications
to
you
as
a
Shareholder
and carry
out
administration.

2

The
information
may
also
be
used
from
time
to
time
and
disclosed
to
persons
inspecting
the register,
bidders
for
your
securities
in
the
context
of
takeovers,
regulatory
bodies,
including the
Australian
Taxation
Office,
authorised
securities
brokers,
print
service
providers,
mail houses
and
the
Company’s
share
registry.

You
can
access,
correct
and
update
the
personal
information
that
we
hold
about
you.
Please contact
the
Company
or
its
share
registry
if
you
wish
to
do
so
at
the
relevant
contact numbers
set
out
in
this
Offer
Memorandum.

Collection,
maintenance
and
disclosure
of
certain
personal
information
is
governed
by legislation
including
the Privacy
Act
1988 (Cth)
(as
amended),
the
Corporations
Act
and certain
rules
such
as
the
ASTC
Settlement
Operating
Rules.
You
should
note
that
if
you
do not
provide
the
information
required
on
the
Entitlement
and
Acceptance
Form,
the Company
may
not
be
able
to
accept
or
process
your
application.

**Defined

Terms**

Terms
used
in
this
Offer
Memorandum
are
defined
in
Section
7.

**CORPORATE

DIRECTORY**

Directors

Auditor

Mr
Timothy
Moore
–
Chairman Mr
Glenn
Parker
–
Non-­‐executive
Director Mr
John
Richards
–
Non-­‐executive
Director

Duncan
Dovico 90
Arthur
Street North
Sydney,
NSW
2060

Secretary

Mr
John
Smith

**Registered

Office**

Suite
2003,
Level
20, 109
Pitt
Street Sydney
NSW
2000

Telephone:
+61
2
9962
8053 Facsimile: +61
2
9475
1060 E-­‐mail:
info@integratedresources.com.au Web: www.integratedresources.com.au

**Share

Registrar**

Link
Market
Services
Limited Level
12,
680
George
Street Sydney,
NSW
2000

3

**CHAIRMAN’S

LETTER**

18
July
2012

Dear
Shareholder,

On
behalf
of
the
directors
of
Integrated
Resources
Group
Limited
( IRG ),
I
am
pleased
to
invite
you
to participate
in
a
partially
underwritten
pro-­‐rata
non-­‐renounceable
rights
issue
of
up
to
504,249,664
New Shares
in
total
(based
on
IRG’s
undiluted
share
capital
without
taking
into
account
the
impact
of
rounding) to
raise
up
to
$1,008,500
(before
costs).

The
rights
issue
offers
you
the
right
to
take
up
one
(1)
New
Share
for
every
Share
you
hold
as
at
5.00pm Sydney
time
on
26
July
2012
at
an
issue
price
of
$0.002
per
New
Share
( Offer ).

The
Offer
has
been
partially
underwritten
by
each
of
the
directors
of
IRG,
being
Timothy
Moore,
Glenn Parker
and
John
Richards,
Company
Secretary
John
Smith
and
a
sophisticated
investor,
to
a
total
amount
of $175,000.
Details
of
the
underwriting
are
included
in
this
Offer
Memorandum.

The
underwritten
amount
is
considered
to
be
the
minimum
amount
required
to
fund
administration
and related
costs
over
a
12
month
period
and
assumes
that
fees
to
Directors
and
Officers,
which
have
not
been paid
since
February
2012
to
conserve
funds,
continue
to
be
accrued.

The
amount
raised
above
the
underwritten
level
will
be
applied
to
exploration
at
the
Lyndon
prospect
as described
in
the
ASX
announcement
released
on
18
July
2012
and
to
a
continuation
of
IRG’s
search
for
new exploration
properties.

This
Offer
Memorandum
sets
out
the
details
of
the
Offer.

You
are
encouraged
to
read
this
Offer Memorandum
and
the
accompanying
Entitlement
and
Acceptance
Form
in
full.
To
accept
your
invitation
to subscribe
for
the
New
Shares
under
this
Offer
please
use
the
personalised
Entitlement
and
Acceptance Form
accompanying
this
Offer
Memorandum.
If
you
have
any
queries
in
relation
to
the
Offer,
you
should consult
your
stockbroker
or
other
professional
adviser.

Yours
sincerely,

Timothy
J
Moore Chairman

4

**KEY

DATES**

The
indicative
timetable
for
the
Offer
is
as
follows:

EVENT	DATE
Announcement of Rights Issue -Announcement of offer and ASX Appendix 3B, Offer memorandum and initial Cleansing Notice lodged with ASX.	Wednesday, 18 July 2012
Notice Date- Notice sent to shareholders containing Appendix 3B Details and an Indicative Timetable	Thursday, 19 July 2012
Ex date– The date on which IRG shares commence trading without the entitlement to participate in theOffer	Friday, 20 July 2012
Record date– the date for determining entitlements of Shareholders to participate in the Offer	Thursday, 26 July 2012
Offer Memorandum sent to Shareholders– dispatch of Offer Memorandum and Entitlement and Acceptance Forms, and lodgement of Cleansing Notice – Offer opens	Wednesday, 01 August 2012
Closing Date– The last day for receipt of Entitlement and Acceptance Forms (5.00pm Sydney time)	Wednesday, 16 August 2012
Shortfall notification date	Thursday, 17 August 2012
Despatch date– Allotment of New Shares under the Rights Issue and despatch of holding statements	Tuesday, 21 August 2012
Expected commencement of normal trading in New Shares on ASX	Wednesday, 22 August 2012

Subject
to
the
ASX
Listing
Rules,
the
Directors
reserve
the
right
to
vary
the
dates
for
the
Offer at
their
discretion.
Should
this
occur,
then
the
extension
will
have
a
consequential
effect
on the
anticipated
date
of
issue
and
normal
trading
of
the
New
Shares.

5

**SECTION

1:
DETAILS
OF
THE
OFFER**

1. Offer

IRG
offers
for
subscription
approximately
504,249,664
New
Shares
under
a
pro-­‐rata
non-­‐ renounceable
rights
issue
of
one
(1)
New
Share
for
every
Share
held
by
Eligible
Shareholders
on
the Record
Date
at
an
issue
price
of
$0.002
per
New
Share.
The
Offer
will
raise
up
to
$1,008,500
(before costs)
and
there
will
be
no
minimum
subscription.

The
New
Shares
will
be
fully
paid
and
will
rank
equally
in
all
respects
with
IRG’s
existing
Shares
on issue
and
application
has
been
made
for
the
New
Shares
to
be
admitted
to
the
official
list
of
ASX.

**2. Use

of
Funds**

Completion
of
the
Offer
will
result
in
an
increase
in
cash
in
hand
of
up
to
$1,008,500
(before
the payment
of
costs
associated
with
the
Offer).

The
Company
intends
to
apply
the
funds
raised
from
the
Offer
as
follows:

• i) in
  respect
  of
  the
  underwritten
  amount:

• provide
  working
  capital
  for
  the
  Company;
  and

• pay
  the
  costs
  associated
  with
  the
  Offer;

and

• ii) in
  respect
  of
  amounts
  raised
  in
  excess
  of
  the
  underwritten
  amount:

• to
  fund
  exploration
  at
  the
  Company’s
  Lyndon
  gold
  prospect
  in
  the
  Gascoyne
  Region Western
  Australia
  as
  described
  in
  the
  Company’s
  announcement
  to
  ASX
  on
  [date];
  and

• to
  continue
  the
  Company’s
  search
  for
  new
  exploration
  projects.

**3. Who

is
entitled
to
participate
in
the
Offer?**

Each
Shareholder
who:

• (a) is
  registered
  as
  a
  holder
  of
  existing
  Shares
  on
  the
  Record
  Date;
  and

• (b) has
  a
  registered
  address
  in
  Australia
  or
  New
  Zealand;
  and

• (c) is
  not
  in
  the
  United
  States
  and
  is
  not
  a
  U.S.
  Person
  and
  is
  not
  acting
  for
  the
  account
  or benefit
  of
  a
  U.S.
  Person,

is
entitled
to
participate
in
the
Offer.

**4. What

is
my
entitlement?**

The
number
of
New
Shares
to
which
you
are
entitled
is
shown
on
the
accompanying
Entitlement
and Acceptance
Form.

You
can
elect:

• to
  subscribe
  for
  all
  of
  your
  Entitlement;

• to
  subscribe
  for
  Shortfall
  Shares,
  if
  you
  subscribe
  for
  your
  maximum
  Entitlement;

• to
  subscribe
  for
  part
  of
  your
  Entitlement;
  or

• to
  not
  take
  up
  any
  of
  your
  Entitlement.

Detailed
instructions
on
how
to
accept
all
or
part
of
your
Entitlement
are
set
out
in
Section
3. Please
note
that
if
you
choose
not
to
accept
your
Entitlement
under
the
Offer,
your
shareholding
in IRG
will
be
diluted
to
the
extent
that
the
Offer
is
taken
up
by
other
Shareholders
or
the
Underwriters.

**5. Shortfall

Shares**

In
addition
to
being
able
to
apply
for
New
Shares
in
the
manner
described
above,
Shareholders
who subscribe
for
their
full
Entitlement
will
also
will
have
the
opportunity
to
apply
for
New
Shares
that
are not
subscribed
for
in
the
Offer
( Shortfall
Shares ),
subject
to
the
limitations
set
out
in
Section
4.

6.

If
you
do
not
wish
to
take
up
any
part
of
your
Entitlement,
you
are
not
required
to
take
any
action. That
part
of
your
Entitlement
not
taken
up
will
form
part
of
the
Shortfall. Opening
and
closing
dates

The
Offer
opens
for
receipt
of
Entitlement
and
Acceptance
Forms
and
payments
on
1
August
2012. The
closing
date
and
time
for
receipt
of
Entitlement
and
Acceptance
Forms
and
payments
is
5.00pm Sydney
time
on
16
August
2012,
subject
to
the
Directors'
ability
to
vary
the
Closing
Date
in accordance
with
the
Listing
Rules.

**7. Offer

not
made
to
Excluded
Shareholders**

IRG
has
decided
that
it
is
unreasonable
to
make
the
Offer
to
Shareholders
who
have
a
registered address
in
a
country
outside
of
Australia
and
New
Zealand
having
regard
to
the
number
of Shareholders
in
such
places,
the
number
and
value
of
the
New
Shares
they
would
be
offered
and
the substantial
costs
of
complying
with
the
legal
and
regulatory
requirements
in
those
jurisdictions.

This
Offer
Memorandum
is,
therefore,
not
being
sent
to
those
Shareholders
( Excluded
Shareholders ). New
Shares
to
which
Excluded
Shareholders
would
otherwise
be
entitled
will
form
part
of
the Shortfall.

This
Offer
Memorandum
and
accompanying
Entitlement
and
Acceptance
Form
do
not
constitute
an offer
for
securities
in
any
place
in
which,
or
to
any
person
to
whom,
it
would
not
be
lawful
to
make such
an
offer.

Shareholders
holding
Shares
on
behalf
of
persons
who
are
resident
outside
of
Australia
and
New Zealand
are
responsible
for
ensuring
that
subscribing
for
the
New
Shares
under
the
Offer
does
not breach
regulations
in
the
relevant
overseas
jurisdiction.
Return
of
a
duly
completed
Entitlement
and Acceptance
Form
will
constitute
a
representation
that
there
has
been
no
breach
of
such
regulations.

Where
the
Offer
Memorandum
has
been
dispatched
to
Shareholders
domiciled
in
a
country
outside Australia
or
New
Zealand
and
where
that
country’s
securities
code
or
legislation
prohibits
or
restricts in
any
way
the
making
of
the
offer
contemplated
in
this
Offer
Memorandum,
the
Offer
Memorandum and
accompanying
Entitlement
and
Acceptance
Form
are
provided
for
information
purposes
only.

8.

**Effect

on
share
capital**

The
effect
of
the
Offer
on
the
capital
structure
of
IRG
will
be
as
follows:

Ordinary Shares	Number
Number on issue at 18 July 2012	504,249,664
Maximum number to be issued under the Offer	504,249,664
Maximum number on issue following the Offer	1,008,499,328

7

The
figures
in
the
table
above
are
based
on
the
undiluted
share
capital
of
IRG.

At
the
date
of
this Offer
Memorandum,
there
are
59,176,924
unlisted
options,
each
exercisable
at
$0.02
per
option,
to subscribe
for
Shares
on
issue,
all
of
which
are
currently
exercisable.

If
any
of
these
59,176,924 options
are
exercised
prior
to
the
Record
Date
this
will
also
impact
the
maximum
number
of
New Shares
to
be
issued
under
the
Offer.

At
the
date
of
this
Offer
Memorandum,
there
are
also
7,000,000
unlisted
Equity
Performance
Rights on
issue.
They
are
held
by
John
Richards
(one
of
the
Directors).

Subject
to
satisfaction
of
the
vesting
conditions
attached
to
the
Equity
Performance
Rights,
the Company
must
issue
one
Share
for
no
consideration
following
the
exercise
of
them.
The
vesting conditions
have
not
yet
been
satisfied
and
are
not
capable
of
being
satisfied
to
prior
to
the
Closing Date.

**9. No

rights
trading**

The
Offer
is
non-­‐renounceable.

This
means
that
your
right
to
subscribe
for
New
Shares
under
the Offer
is
not
transferable.

Any
New
Shares
not
taken
up
by
Shareholders
will
be
dealt
with
in accordance
with
Section
4
of
this
Offer
Memorandum.

**10. Taxation

Implications**

The
Directors
do
not
consider
that
it
is
appropriate
to
give
Shareholders
advice
regarding
the
taxation consequences
of
applying
for
New
Shares
under
this
Offer
Memorandum
or
the
subsequent
disposal of
any
New
Shares.

The
Company,
its
advisers
and
officers,
do
not
accept
any
responsibility
or liability
for
any
taxation
consequences
to
Shareholders.
Shareholders
should,
therefore,
consult
their own
professional
tax
adviser
in
connection
with
the
taxation
implications
of
the
New
Shares
offered under
this
Offer
Memorandum.

8

11. Underwriting

The
Offer
is
partially
underwritten
by
each
of
Timothy
Moore
(Chairman),
Glenn
Parker
and
John Richards
(Non-­‐Executive
Directors),
John
Smith
(Company
Secretary)
and
Chris
Zwolinski (Sophisticated
Investor).

These
underwriters
have
agreed
to
underwrite
the
Offer
to
the
total amount
of
$175,000
(being
for
a
total
of
87,500,000
New
Shares)
as
follows:

Underwriter	Underwriting Amount	Number of Shortfall Shares Underwritten	Relevant Interest in Shares PRIOR to the Offer	Voting Power PRIOR to the Offer	Relevant Interest in Shares AFTER the Issue of Shortfall Shares	Voting Power AFTER the Issue of Shortfall Shares
Timothy J Moore Chairman	$50,000	25,000,000	47,053,114	9.33%	72,053,114	12.18%
Glenn Parker Non-Executive Director	$50,000	25,000,000	19,315,154	3.83%	44,315,154	7.49%
John Richards Non-Executive Director	$25,000	12,500,000	NIL	NIL	6,250,000	1.06%
John Smith Company Secretary	$25,000	12,500,000	22,200,000	4.40%	34,700,000	5.86%
Chris Zwolinski	$25,000	12,500,000	NIL	NIL	6,250,000	1.06%
TOTAL	$175,000	87,500,000	88,568,268	17.56%	163,568,268	27.64%

Under
the
terms
of
the
Underwriting
Agreement,
the
Underwriters
have
agreed
to
take
up
Shortfall Shares
at
$0.002
per
Share
up
to
the
respective
amounts
specified
adjacent
to
their
names
in
column 2
in
the
table
above.
The
total
number
of
Shortfall
Shares
underwritten
by
each
Underwriter
is
set out
adjacent
to
his
name
in
column
3
in
the
table
above.

The
total
number
of
Shortfall
Shares
underwritten
by
the
Underwriters
(87,500,000)
represents approximately
17.35%
of
the
total
number
of
Shares
on
issue
as
at
the
date
of
this
Offer Memorandum
and
approximately
14.79%
of
the
total
number
of
Shares
that
would
be
on
issue following
the
issue
of
those
Shortfall
Shares
and
no
other
Shares,
whether
under
the
Offer
or otherwise.

As
at
the
date
of
this
Offer
Memorandum,
each
Underwriter
has
a
relevant
interest
in
the
number
of Shares
(if
any)
set
out
opposite
his
name
in
column
4
in
the
table
above,
which
is
equal
to
the
Voting Power
in
IRG
as
at
that
date
set
out
opposite
his
name
in
column
5
in
the
table
above.

In
accordance
with
the
Listing
Rules,
the
Underwriters
will
receive
the
Shortfall
Shares
for
which
they apply
in
accordance
with
the
terms
of
the
Underwriting
Agreement
within
15
business
days
after
the Closing
Date.

Under
the
terms
of
the
Underwriting
Agreement,
the
Underwriters
can
terminate
their
respective obligations
under
the
Agreement
up
to
the
last
day
on
which
the
Underwriters
are
obliged
to
deliver up
their
applications
for
Shortfall
Shares
if
any
of
the
following
events
occur:

9

• (a) if
  IRG
  becomes
  insolvent;

• (b) the
  S&P
  All
  Ordinaries
  Share
  Price
  Index
  closes
  at
  a
  level
  that
  is
  10%
  or
  more
  below
  the
  level
  of the
  S&P
  Index
  as
  at
  the
  close
  of
  trading
  on
  the
  last
  business
  day
  before
  the
  date
  of
  the Underwriting
  Agreement
  on
  3
  consecutive
  business
  days;

• (c) the
  price
  of
  gold
  falls
  below
  US$1,500
  per
  ounce
  on
  3
  consecutive
  business
  days;

• (d) IRG
  defaults
  under
  the
  Underwriting
  Agreement
  and
  the
  default
  is
  either
  incapable
  of
  remedy, or
  is
  not
  remedied
  within
  5
  business
  days
  after
  it
  occurs;

• (e) a
  director
  of
  IRG
  is
  charged
  with
  an
  indictable
  offence
  relating
  to
  a
  financial
  or
  corporate matter;

• (f) the
  Company
  passes
  or
  takes
  any
  steps
  to
  pass
  a
  resolution
  under
  section
  260A
  of
  the Corporations
  Act
  to
  give
  financial
  assistance
  in
  connection
  with
  the
  acquisition
  of
  its
  shares without
  the
  consent
  of
  all
  of
  the
  Underwriters
  ;

• (g) the
  Company
  alters
  its
  capital
  structure
  without
  the
  consent
  of
  the
  Underwriters
  ;

• (h) the
  Company:

• (i) ceases
  or
  threatens
  to
  cease
  to
  carry
  on
  its
  business;
  or

• (ii) disposes
  or
  agrees
  to
  dispose
  of
  a
  substantial
  part
  of
  its
  business
  (other
  than
  where
  the disposal
  is
  in
  relation
  to
  a
  transaction
  which
  has
  been
  announced
  to
  the
  market
  prior
  to the
  date
  of
  the
  Underwriting
  Agreement);

• (i) a
  new
  law
  is
  announced,
  introduced
  or
  adopted
  which
  does
  or
  is
  likely
  to
  prohibit
  or
  restrict,
  or have
  a
  materially
  adverse
  effect
  on,
  the
  Offer;

• (j) IRG
  fails
  to
  comply,
  in
  a
  manner
  which
  is
  material
  to
  the
  rights
  and
  interests
  of
  the Underwriters
  ,
  with:

• (i) a
  provision
  of
  its
  Constitution;

• (ii) a
  law;

• (iii) a
  requirement
  of
  the
  Listing
  Rules;
  or

• (iv) a
  requirement,
  order
  or
  request
  made
  by
  or
  on
  behalf
  of
  the
  ASIC
  or
  another government
  authority;

• (k) there
  is
  a
  major
  outbreak
  or
  escalation
  of
  hostilities
  (whether
  or
  not
  war
  has
  been
  declared) involving
  Australia
  or
  the
  United
  States
  of
  America;

• (l) a
  materially
  adverse
  change
  occurs
  in
  the
  financial
  or
  trading
  position
  of
  IRG;
  or

• (m) any
  other
  event
  occurs
  which
  has,
  or
  is
  likely
  to
  have,
  a
  materially
  adverse
  effect
  on
  the
  Offer.

No
underwriting
fee
or
commission
is
payable
to
any
of
the
Underwriters.

**12. Issue

of
New
Shares**

IRG
expects
that
the
New
Shares
will
be
issued
by
no
later
than
21
August
2012.
The
issue
of
New Shares
will
only
be
made
after
permission
for
their
quotation
on
ASX
has
been
granted.

10

**SECTION

2: PURPOSE
OF
THE
OFFER**

**1. Purpose

of
the
Offer**

The
purpose
of
the
Offer
is
to
fund
exploration
at
the
Company’s
Lyndon
(WA)
gold
project,
provide working
capital
for
the
Company
and
to
pay
the
costs
associated
with
the
Offer.

**SECTION

3: HOW
TO
ACCEPT
THE
OFFER**

**1. How

to
take
up
all
or
part
of
your
Entitlement**

To
subscribe
for
New
Shares
offered
to
you,
please
complete
the
accompanying
Entitlement
and Acceptance
Form
according
to
the
instructions
on
the
form
for
all,
or
that
part
of
your
Entitlement you
wish
to
subscribe
for.

If
you
only
wish
to
accept
part
of
your
Entitlement,
fill
in
the
number
of
Shares
you
wish
to
accept
in the
space
provided
on
the
Entitlement
and
Acceptance
Form
and
make
payment
for
the
appropriate application
monies
(at
$0.002
per
New
Share
subscribed)
as
indicated
in
paragraph
5
below.

If
you
do
not
wish
to
accept
all
or
part
of
your
Entitlement,
you
are
not
obliged
to
do
anything.

Completed
Entitlement
and
Acceptance
Forms,
together
with
a
cheque
or
bank
draft
in
payment
for all
New
Shares
you
wish
to
subscribe
for,
must
be
sent
to
IRG’s
registered
office
(Suite
2003,
109
Pitt Street,
Sydney
NSW
2000)
in
the
reply
paid
envelope
so
that
they
reach
the
Company
by
no
later than
5.00pm
Sydney
time
on
16
August
2012.

Acceptances
will
not
be
valid
if
they
are
received
after
the
Closing
Date.

**2. How

to
apply
for
Shortfall
Shares**

If
you
wish
to
accept
your
Entitlement
in
full
and
apply
for
Shortfall
Shares
complete
the
Entitlement and
Acceptance
Form
and
also
fill
in
the
number
of
Shortfall
Shares
you
wish
to
apply
for
in
the
space provided
on
the
Entitlement
and
Acceptance
Form.

You
must
make
payment
for
the
appropriate application
monies
(at
$0.002
per
New
Share
subscribed)
as
provided
in
paragraph
5
below.

Shortfall
Shares
will
only
be
issued
if
the
Offer
is
undersubscribed
and
will
only
be
issued
to
the extent
necessary
to
make
up
any
Shortfall
in
subscriptions.
If
IRG
receives
applications
for
Shortfall Shares
that
would
result
in
the
Offer
being
oversubscribed
then
the
Company
will
not
accept
such oversubscriptions
and
will
reject
applications
at
its
absolute
discretion.

The
Directors
reserve
the
right
to
reject
any
application
for
Shortfall
Shares
or
to
allot
a
lesser number
of
Shortfall
Shares
than
applied
for.

Application
monies
received
but
not
applied
towards subscriptions
for
Shortfall
Shares
will
be
refunded
as
soon
as
practicable.
No
interest
will
be
paid
on application
monies
held
and
returned.
Furthermore,
IRG
will
not
issue
Shortfall
Shares
where
to
do so
would
result
in
a
breach
of
the
Corporations
Act
or
the
Listing
Rules.

11

**3. Minimum

Subscription**

There
is
no
minimum
subscription
in
respect
of
the
Offer.

**4. Lapse

of
rights**

If
you
decide
not
to
accept
all
or
part
of
your
Entitlement
to
New
Shares
or
fail
to
do
so
by
the
Closing Date,
your
Entitlement
will
lapse.

5. Payment

Entitlement
and
Acceptance
Forms
must
be
accompanied
by
payment
in
full
of
$0.002
per
New
Share subscribed
for.

Payments
must
be
made
by
5.00pm
Sydney
time
on
16
August
2012 and
must
be
in
Australian currency
and
by:

• (a) cheque
  drawn
  on
  and
  payable
  at
  any
  Australian
  bank;

• (b) bank
  draft
  drawn
  on
  and
  payable
  at
  any
  Australian
  bank;

Cheques
or
bank
drafts
must
be
made
payable
to
Integrated
Resources
Group
Limited
and
crossed ‘ Not
Negotiable’ .
Cash
payments
will
not
be
accepted
and
receipts
for
payment
will
not
be
provided.

**SECTION

4: SUBSCRIPTION
SHORTFALL**

Under
an
exception
to
the
Listing
Rule
7.1
requirement
for
shareholder
approval
to
an
issue
of
securities
in excess
of
15%
of
the
company’s
issued
share
capital,
the
directors
of
IRG
reserve
the
right
to
issue
any Shortfall
Shares
(being
the
number
of
New
Shares
for
which
subscriptions
are
not
received
before
the Closing
Date
and
which
are
not
covered
by
the
Underwriting
Agreement)
at
their
discretion.
The
price
at which
the
Shortfall
Shares
are
issued
must
not
less
than
the
issue
price
for
the
New
Shares
under
the
Offer and
the
Shortfall
Shares
must
be
issued
within
3
months
of
the
Closing
Date.

If
there
are
any
Shortfall
Shares,
for
which
Shareholders
do
not
subscribe
for
and
that
are
not
covered
by the
Underwriting
Agreement,
IRG
reserves
the
right
to:

• (a) seek
  bids
  from
  institutions
  and
  other
  prospective
  investors
  for
  Shortfall
  Shares;
  and

• (b) determine
  the
  issue
  price
  and
  allot
  the
  New
  Shares
  on
  the
  basis
  of
  those
  bids.

**SECTION

5: RISK
FACTORS**

There
are
numerous
risk
factors
involved
with
the
Company's
business.
Some
of
the
risks
can
be
mitigated by
the
use
of
safeguards
and
appropriate
systems
and
controls,
but
some
are
outside
the
control
of
the Company
and
cannot
be
mitigated.
Accordingly,
an
investment
in
the
Company
carries
no
guarantee
with respect
to
the
payment
of
dividends,
return
of
capital
or
price
at
which
securities
will
trade.

Shareholders
should
consider
the
risk
factors
described
below,
together
with
information
contained elsewhere
in
this
Offer
Memorandum,
before
deciding
whether
to
apply
for
New
Shares.

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

The
following
is
not
intended
to
be
an
exhaustive
list
of
the
risk
factors
to
which
the
Company
is
exposed.

12

**1. Law,

regulatory
and
policy
risk**

Changes
in
government
legislation,
regulation
and
policy
in
jurisdictions
in
which
the
Company operates
may
adversely
affect
the
operations
of
the
Company,
future
earnings
of
the
Company,
asset values
held
by
the
Company,
the
timing
of
revenues
and
the
market
value
of
Shares
quoted
on
the ASX.

**2. Economic

Conditions**

Economic
conditions
in
Australia
and
globally,
may
affect
the
performance
of
the
Company.
Factors such
as
currency
fluctuations,
inflation,
interest
rates,
supply
and
demand
and
industrial
disruption may
have
an
impact
on
operating
costs
and
share
market
prices.

The
Company’s
future
possible revenue
and
the
Share
price
can
be
affected
by
these
factors
all
of
which
are
beyond
the
control
of the
Company
or
its
Directors.

Neither
the
Company
nor
the
Directors
warrant
the
future performance
of
the
Company
or
any
return
on
an
investment
in
the
Company.

In
addition,
the Company’s
ability
to
raise
additional
capital,
may
be
affected.

**3. Drilling

and
Operating
Risks**

Drilling
activities
are
subject
to
numerous
risks,
many
of
which
are
beyond
the
Company’s
control. The
Company’s
operations
may
be
curtailed,
delayed
or
cancelled
as
a
result
of
such
risks.

Hazard incident
to
the
exploration
and
development
of
oil
and
gas
properties
such
as
unusual
or
unexpected formations,
pressures,
or
other
factors
are
inherent
in
drilling
and
operating
wells
and
may
be encountered
by
the
Company.

Industry
operating
risks
include
the
risk
of
fire,
explosions,
blow-­‐outs,
pipe
failure,
abnormally pressured
formations
and
environmental
hazards,
the
occurrence
of
any
of
which
could
result
in substantial
losses
to
the
Company.
Although
the
Company
believes
that
it
or
the
operator
will
carry adequate
insurance
with
respect
to
its
operations
in
accordance
with
industry
practice,
in
certain circumstances
the
Company’s
or
the
operator’s
insurance
may
not
cover
or
be
adequate
to
cover
the consequences
of
such
events.

In
addition,
the
Company
may
be
subject
to
liability
for
pollution, blow-­‐outs
or
other
hazards
against
which
the
Company
or
the
operator
does
not
insure
or
against which
it
may
elect
not
to
insure
because
of
high
premium
costs
or
other
reasons.

**4. Exploration

Risks**

The
Company’s
exploration
and
evaluation
of
its
exploration
tenure,
and
such
additional
tenure
as
it may
acquire,
is
subject
to
the
usual
risks
associated
with
such
exploration
and
may
not
result
in
the discovery
of
economically
recoverable
ore
deposits.
The
Company’s
existing
exploration
tenure
is
at an
early
stage
of
evaluation.

**5. Ability

to
Exploit
Successful
Discoveries**

It
may
not
always
be
possible
for
the
Company
to
participate
in
the
exploitation
of
successful discoveries
made
in
any
areas
in
which
the
Company
has
an
interest.
Such
exploitation
will
involve the
need
to
obtain
the
necessary
licences
or
clearances
from
the
relevant
authorities,
which
may require
conditions
to
be
satisfied
and/or
the
exercise
of
discretions
by
such
authorities.

It
may
or may
not
be
possible
for
such
conditions
to
be
satisfied.

The
infrastructure
requirements
around
a successful
discovery
may
also
impact
on
the
exploitation
of
a
discovery.

Further
the
decision
to proceed
to
further
exploitation
may
require
the
participation
of
other
companies
whose
interests and
objectives
may
not
be
the
same
as
the
Company.

As
described
above,
such
further
work
may require
the
Company
to
meet
or
commit
to
financing
obligations
for
which
it
may
not
have
planned.

13

**6. Market

conditions**

The
market
price
of
securities
can
fall
as
well
as
rise
and
may
be
subject
to
varied
and
unpredictable influences
on
the
market
for
equities
and
in
particular,
resources
stocks.
Neither
the
Company
nor the
Directors
warrant
the
future
performance
of
the
Company
or
any
return
on
an
investment
in
the Company.

**7. Security

Investments**

Shareholders
should
be
aware
that
there
are
risks
associated
with
any
securities
investment. Securities
listed
on
the
stock
market,
and
in
particular
securities
of
mining
and
exploration
companies have
experienced
extreme
price
and
volume
fluctuations
that
have
often
been
unrelated
to
the operating
performances
of
such
companies.
These
factors
may
materially
affect
the
market
price
of the
securities
regardless
of
the
Company’s
performance.

Exploration
in
itself
is
a
speculative
endeavour,
while
mining
operations
can
be
hampered
by
force majeure
circumstances
and
cost
overruns
for
unforeseen
events.

**8. Reliance

on
Key
Personnel
and
Employees**

The
Company’s
prospects
depend
in
part
on
the
ability
of
its
executive
officers,
senior
management and
key
consultants
to
operate
effectively,
both
independently
and
as
a
group.

**9. Future

Capital
Requirements**

The
future
capital
requirements
of
the
Company
will
depend
on
many
factors,
including
the exploration
for,
and
production
of
gold,
silver
and
copper
prospects.
The
Company
believes
that
its available
cash,
cash
flow
from
production,
and
the
net
proceeds
of
this
Offer
will
be
adequate
to satisfy
its
anticipated
current
working
capital
and
other
requirements.
Should
the
Company
require additional
funding,
there
can
be
no
assurance
that
additional
funding
will
be
available
on
acceptable terms
or
at
all.

Any
additional
equity
financing
may
be
dilutive
to
the
Company’s
existing
Shareholders
and
any
debt financing,
if
available,
may
involve
restrictive
covenants,
which
limit
the
Company’s
operations
and business
strategy.
The
Company’s
failure
to
raise
capital
if
and
when
needed
could
delay
or
suspend the
Company’s
business
strategy
and
could
have
a
material
adverse
effect
on
the
Company’s activities.

**10. Title

risk**

Gold,
copper
and
silver
interests
in
Australia
are
governed
by
both
Commonwealth
and
State legislation
and
are
evidenced
by
the
granting
of
permits.
Each
permit
is
for
a
specific
term
and
carries with
it
annual
expenditure
and
reporting
commitments,
as
well
as
other
conditions
requiring compliance.
Consequently,
IRG
could
lose
title
to
a
permit
if
licence
conditions
are
not
met.

Permits
have
specific
conditions
to
be
met
within
a
specified
timeframe,
if
the
permit
conditions
are not
met
within
the
specified
timeframe,
or
an
extension
not
given,
then
the
permit
might
be
revoked by
the
relevant
Department.

14

SECTION
6:
ADDITIONAL
INFORMATION

**1. Reliance

on
Offer
Memorandum**

This
Offer
Memorandum
has
been
prepared
in
accordance
with
section
708AA
of
the
Corporations Act.
In
general
terms,
section
708AA
relates
to
rights
issues
by
certain
companies
that
do
not
require the
provision
of
a
prospectus
or
other
disclosure
document.

Accordingly,
the
level
of
disclosure
in this
Offer
Memorandum
is
considerably
less
than
the
level
of
disclosure
required
in
a
prospectus.

In
deciding
whether
or
not
to
accept
the
Offer,
you
should
rely
on
your
own
knowledge
of
IRG,
refer to
disclosures
made
by
IRG
to
ASX
(which
are
available
for
inspection
on
the
ASX
website
at www.asx.com.au
and
on
IRG’s
website
at
www.integratedresources.com.au)
and
seek
the
advice
of your
professional
adviser.

2. Further
information

If
you
have
any
questions
about
your
entitlement
to
New
Shares,
please
contact
either:

• (a) IRG’s
  share
  registry,
  Link
  Market
  Services
  Ltd,
  on
  +61
  (2)
  8280
  7454;
  or

• (b) your
  stockbroker
  or
  professional
  adviser.

**SECTION

7: DEFINED
TERMS**

In
this
Offer
Memorandum,
the
following
words
have
the
following
meanings
unless
the
context
requires otherwise:

ASX

ASX
Limited
(ACN
008
624
691)
or
the
Australian
Securities
Exchange as
required.

IRG or Company Integrated
Resources
Group
Limited
ACN
080
939
135.

Closing
Date

**Corporations

Act**

the
last
date
for
accepting
the
Offer,
being
5.00pm
Sydney
time
on
16 August
2012
or
such
late
date
as
may
be
determined
by
the
Directors.

Corporations
Act
2001 (Cth).

Directors

the
directors
of
IRG.

Dollar,
A$,
$

the
legal
currency
of
Australia.

**Eligible

Shareholder**

means
any
Shareholder
who:

• (a) is
  registered
  as
  a
  holder
  of
  existing
  Shares
  as
  at
  5.00pm
  Sydney time
  on
  the
  Record
  Date
  (being
  26
  July
  2012);
  and

• (b) has
  a
  registered
  address
  in
  Australia
  or
  New
  Zealand;
  and

• (c) is
  not
  in
  the
  United
  States
  and
  is
  not
  a
  U.S.
  Person
  and
  are
  not acting
  for
  the
  account
  or
  benefit
  of
  a
  U.S.
  Person.

Entitlement

the
entitlement
to
subscribe
for
New
Shares
under
the
Offer,
as
set out in the personalised
Entitlement
and
Acceptance
Form

15

	accompanying this Offer Memorandum.
Entitlement and	the form accompanying this Offer Memorandum, which is
Acceptance Form	particularised for each Shareholder.
Excluded Shareholder	a registered holder of Shares with a registered address in a country
	outside of either Australia or New Zealand.
Listing Rules	the official listing rules of the ASX.
New Share	a new Share to be issued under this Offer Memorandum at an issue
	price of $0.002 per Share.
Offer or Rights Issue	the pro-rata non-renounceable offer made under this Offer
	Memorandum of 1 New Share for every 10 Shares held by an Eligible
	Shareholder on the Record Date.
Offer Memorandum	this memorandum under which the Offer is being made.
Record Date	5.00pm Sydney time on 26 July 2012.
Share	a fully paid ordinary share in the capital of IRG.
Shareholder	a registered holder of Shares.
Shortfall Shares	those New Shares offered under the Offer not applied for by
	Shareholders under their Entitlement by the Closing Date.
Underwriting Agreement	the agreement between the Underwriters and IRG dated 18 July 2012
Underwriters	those persons or entities set out in the table in paragraph 11 section 1
	of this Offer Memorandum.
U.S. Person	the meaning given to that term in Regulation S of under the United
	States Securities Act of 1933.
Voting Power	the meaning given to that term by section 610 of the Corporations Act.

16

INTEGRATED RESOURCES

GROUP LIMITED

SRN/HIN:

Number of Eligible Shares held as at the Record Date 7:00pm (AEST) on 26[th] July 2012: Entitlement to New Shares (on a 1 New Share for 1 basis): Amount payable on full acceptance at A$0.002 per Issued Share: Offer Closes 5:00pm (AEST) on 16[th] August 2012 ENTITLEMENT AND ACCEPTANCE FORM As an Eligible Shareholder you are entitled to acquire 1 New Share for every 1 Existing Share that you hold on the Record Date, at an Offer Price of A$0.002 per New Share. You may also apply for New Shares in excess of your Entitlement, at the Offer Price. This is an important document and requires your immediate attention. If you do not understand it or you are in doubt as how to deal with it, you should contact your accountant, stockbroker, solicitor or other professional adviser. PLEASE COMPLETE BELOW – refer overleaf for details and further instructions on how to complete this form. I/We apply for the following number of New Shares and attach a cheque or a bank draft in Australian currency drawn on an Australian branch of a financial institution for the amount payable: A. Number of New Shares applied B. Number of additional New C. Total number of New Shares for and accepted (being not Shares applied for above your applied for (add Boxes A and B) more than your Entitlement Entitlement shown above) D. PLEASE INSERT CHEQUE, BANK DRAFT OR MONEY ORDER DETAILS Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to Integrated Resources Group Limited and crossed “Not Negotiable”. Cheque Number BSB Account Number E. YOUR CONTACT DETAILS Telephone Number Telephone Number – after hours Contact Name (PRINT) - The Entitlement Offer to which this Entitlement and Acceptance Form relates is not being made to investors located or resident outside of Australia and New Zealand. In particular the Entitlement Offer is not being made to any person in the U.S. or to a U.S. person. The Prospectus and Entitlement and Acceptance Form do not constitute an offer or invitation to acquire Shares in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

I/We apply for the following number of New Shares and attach a cheque or a bank draft in Australian currency drawn on an Australian branch of a financial institution for the amount payable:

Integrated Resources Group Limited ABN 23 080 939 135 Level 20, Suite 2003, 109 Pitt Street Sydney NSW 2000 P 02 9962 8053 F 02 9445 1060

ASX: IRG

www.integratedresources.com.au

ACCEPTANCE OF ENTITLEMENT OFFER

By returning the Entitlement and Acceptance Form with payment to the Registry, you provide authorisation to be registered as the holder of New Shares acquired by you and agree to be bound by the Constitution of Integrated Resources Group Limited.

1. HOW TO COMPLETE THE ENTITLEMENT AND ACCEPTANCE FORM

Please complete all relevant sections of the Entitlement and Acceptance Form USING BLOCK LETTERS . These instructions are cross referenced to each section of the Entitlement and Acceptance Form. 2. PAYING BY CHEQUE, BANK DRAFT OR MONEY ORDER A. Acceptance of New Shares . Enter into section A the number of New Shares you wish to apply for. The number of New Shares must be equal to or less than your Entitlement, which is set out overleaf. B. Application for Additional New Shares You can apply for more New Shares than your Entitlement. Please enter the number of additional New Shares above your Entitlement for which you wish to apply into Box B. Your Application for additional New Shares may not be successful (wholly or partially). The decision of Integrated Resources Group Limited on the number of New Shares to be allocated to you will be final. No interest will be paid on any Application Monies received or returned. C. Total Number of New Shares Subscribed for To calculate total number of New Shares subscribed for, add Box A and Box B and enter this in Box C. D. Cheque, bank draft or money order details Enter your cheque, bank draft or money order details in section D. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Integrated Resources Group Limited” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque or money order for the incorrect amount, Integrated Resources Group Limited may treat you as applying for as many New Shares and Additional New Shares as your cheque, bank draft or money order will pay for. E. Contact details Enter your contact telephone number where we may contact you regarding your acceptance of New Shares, if necessary. 3. How to Lodge your Entitlement and Acceptance Form A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid envelope, or you have obtained the Prospectus electronically, your completed Entitlement and Acceptance Form with the payment for New Shares may be mailed to the postal address, or delivered by hand to the delivery address, set out below. Mailing Address Integrated Resources Group Limited Suite 2003, Level 20 109 Pitt Street Sydney, NSW, 2000 Hand Delivery Integrated Resources Group Limited Suite 2003, Level 20 109 Pitt Street Sydney, NSW, 2000 Make sure you send your Entitlement and Acceptance Form and application payment allowing enough time for mail delivery, so Integrated Resources Group Limited receives them no later than 5:00pm (AEST) on 16[th] August 2012. Please Ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Integrated Resources Group Limited reserves the right not to process any Entitlement and Acceptance Forms and cheques received after the Closing Date.

You can apply for more New Shares than your Entitlement. Please enter the number of additional New Shares above your Entitlement for which you wish to apply into Box B. Your Application for additional New Shares may not be successful (wholly or partially). The decision of Integrated Resources Group Limited on the number of New Shares to be allocated to you will be final. No interest will be paid on any Application Monies received or returned.

3. How to Lodge your Entitlement and Acceptance Form A reply paid envelope is enclosed for your use. No postage stamp is required if it is posted in Australia. Alternatively, if you have lost the reply paid envelope, or you have obtained the Prospectus electronically, your completed Entitlement and Acceptance Form with the payment for New Shares may be mailed to the postal address, or delivered by hand to the delivery address, set out below. Mailing Address Integrated Resources Group Limited Suite 2003, Level 20 109 Pitt Street Sydney, NSW, 2000

Integrated Resources Group Limited ABN 23 080 939 135 Level 20, Suite 2003, 109 Pitt Street Sydney NSW 2000 P 02 9962 8053 F 02 9445 1060

ASX: IRG

www.integratedresources.com.au