METALS AUSTRALIA LTD — Capital/Financing Update 2006

Sep 7, 2006

AUSTRALIAN UNITED GOLD LIMITED ACN 008 982 474

(To be renamed Metals Australia Limited)

PROSPECTUS

A Prospectus for the issue of 100,000,000 Options each exercisable at \$0.05 on or before 30 September 2009 to RM Capital Pty Ltd (or its nominee or nominees) in satisfaction of an underwriting fee of \$40,000.

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

The Securities offered by this Prospectus are considered to be of a speculative nature.

CORPORATE DIRECTORY

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DIRECTORS	Mr Hersh Solomon Majteles - Chairman Mr Alexander Clemen Mr David Zukerman
SECRETARY	Mr Bruce McCullagh
REGISTERED OFFICE	1st Floor 8 Parliament Place WEST PERTH WA 6005 Tel: $+61894817833$ Fax: $+61894817835$ Email: aul@austunitedgold.com
STOCK EXCHANGE LISTING	Australian United Gold Limited's securities are listed on the Australian Stock Exchange (Home Branch - Perth) ASX Code: AUL (ordinary Shares)
SOLICITORS	Blakiston & Crabb 1202 Hay Street WEST PERTH WA 6005
SHARE REGISTRY	Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace PERTH WA 6000
	Tel: $+61893232000$ $\text{Fax}: +61893232096$ Email: perth.services@computershare.com.au
AUDITOR	Stantons International 1 Havelock Street West Perth WA 6005

TABLE OF CONTENTS

Section 1	DETAILS OF THE ISSUE
Section 2	PURPOSE AND EFFECT OF THE ISSUE ON THE COMPANY	3
Section 3	RISK FACTORS
Section 4	ADDITIONAL INFORMATION	9
Section 5	DIRECTORS' RESPONSIBILITY STATEMENT AND CONSENT	17
Section 6	KEY DEFINITIONS	18
Section 7	OPTIONS ISSUE APPLICATION FORM	19
Section 8	APPENDIX "A"	21

IMPORTANT NOTES

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This Prospectus is dated 8 September 2006. A copy of this Prospectus was lodged with the ASIC on that date. Neither the ASIC or ASX take any responsibility in respect to the contents of this Prospectus. An application for Securities will only be accepted on the relevant Application Form accompanying this Prospectus.

No securities will be issued on the basis of this Prospectus after the Expiry Date. Securities issued pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus.

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

Throughout this Prospectus, for ease of reading, various words and phrases have been defined rather than being repeated in full on each occasion. Definitions used in this Prospectus are set out in Section 6.

DETAILS OF THE ISSUE

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$1.1$ Description of the Issue

This Prospectus is for an issue of 100,000,000 Options, each exercisable at \$0.05 on or before 30 September 2009 to RM Capital Pty Ltd or its nominees.

The issue is in part satisfaction of the underwriting fee payable to RM Capital Pty Ltd for underwriting the shortfall from the exercising of the Company's 30 June 2006 Options. The total fee was \$155,000 of which \$115,000 was paid in cash and the balance is to be settled by the issue of the 100,000,000 Options the subject of this Prospectus.

There is no issue price for the Options.

$1.2$ Indicative Timetable

Prospectus Lodged at $ASIC$	8 September 2006
Closing date for acceptance and receipt of applications	9 October 2006

These dates are indicative only. The Directors reserve the right to vary the above dates without prior notice.

Applications for Options $1.3$

An application for Options can only be made on the relevant Application Form which accompanies this Prospectus.

Completed Application Forms must be lodged in person or by post to:

Australian United Gold Ltd Level 1, 8 Parliament Place WEST PERTH WA 6005

Allotment of Options 1.4

There is no minimum subscription as no funds will be raised in respect of the Option issue under this Prospectus.

Options issued pursuant to the Offer will be allotted within 5 Business Days after the Closing Date.

Brokerage and Commissions $1.5$

No brokerage or commission is payable in respect of the issue.

$1.6$ ASX Listing

No application will be made for the Options to be quoted on the ASX. RM Capital Pty Ltd has indicated its intention of transferring Options to other parties to obtain a spread of option holders. If a sufficient spread is obtained and the ASX listing rules are complied with an application may be subsequently made to list the Options, however, there is no guarantee that this quotation will occur and the Directors give no assurance that an application for quotation of the Options will occur.

Trading History of Shares $1.7$

The highest and lowest market sale prices of Shares on the ASX during the 12 months immediately preceding the date of this Prospectus and the respective dates of those sales were 4.2 cents on 5 April 2006 and 1.2 cents on 8 September 2005. The latest available market sale price of Shares on the ASX immediately before the date of this Prospectus was 2 cents on 7 September 2006. There are no listed Options.

There are currently no options to acquire Shares that are quoted on the ASX.

1.8 Overseas Investors

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

1.9 No issue of Options after the Expiry Date

No Options will be issued on the basis of this Prospectus later than the Expiry Date of this Prospectus.

SECTION 2

PURPOSE AND EFFECT OF THE ISSUE ON THE COMPANY

The issue is in part satisfaction of the underwriting fee payable to RM Capital Pty Ltd $a)$ for underwriting the shortfall from the exercising of the Company's 30 June 2006 Options. The total fee was \$155,000 of which \$115,000 was paid in cash and the balance is to be settled by the issue of the 100,000,000 Options the subject of this Prospectus.

No funds will be raised from the issue of the Options. However if all the Options are duly exercised at 5 cents each before 30 September 2009, a total of \$5,000,000 will be raised.

Expenses of the issue are estimated at \$16,000.

The principal effect on the Company of the issue will be the issue of 100,000,000 new $b)$ Options exercisable at 5 cents each on or before 30 September 2009.

Condensed Balance Sheet and Capital Structure $\mathbf{c}$

The Issue will have an effect on the capital structure and the financial position of the Company. Set out below is:

• the capital structure of the Company showing the Shares and Options on issue $\left($ i before and after the Issue: and
• an unaudited consolidated pro-forma condensed balance sheet of the Company $(ii)$ as at 31 December 2005 incorporating:
• 1. the issue of the Options in accordance with this Prospectus;
• 1. the exercising of 320,000,000 (30 June 2006) options at 2 cents each between 1 January and 30 June 2006;
• 1. estimated expenditure from 1 January to 30 June 2006 in the amount of \$190,000;
• 1. issue expenses of \$16,000; and
• 1. underwriting fee of \$155,000 to be satisfied by the proposed issue of 100,000,000 Options and a cash payment of \$115,000.

Capital Structure

Issued Share Capital at 31 December 2005	349,608,765
Options exercised 1 January to 30 June 2006	320,000,000
Issued Share Capital at the date of this Prospectus	669,608,765

Options on Issue

$\sim$ $\frac{1}{2}$

$\sim$

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$\frac{1}{2}$

$\frac{1}{\sigma}$

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Options on Issue at 31 December 2005 (exercisable at 2 cents	320,000,000
before $30 \text{ June } 2006$ Options exercised Options to be issued under this Prospectus	(320,000,000) 100,000,000
Options on Issue After Completion of the Issue (exercisable at 5 cents each on or before 30 September 2009)	100,000,000

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$\sim$ $\sim$

Pro-forma Condensed Balance Sheet

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		Condensed Consolidated 31 Sheet at Balance 2005 (Audit December Reviewed)	Unaudited Consolidated Condensed Proforma 31 Sheet at Balance December 2005 Including: $\mathbf{1}$ The issue 2) The exercising of 320 million Options at 2 cents each 3). Estimated expenditure from 1 January to 30 June 2006.
Current Assets	Notes	$\pmb{3}$	\$
Cash Receivables	(a)	1,212,290 35,390	7,291,290 35,390
Total Current Assets		1,247,680	7,326,680
Non-Current Assets Investments		405,182	405,182
Total Non-Current Assets		405,182	405,182
Total Assets		1,652,862	7,731,862
Current Liabilities Payables		4,250	4,250
Total Current Liabilities		4,250	4,250
Total Liabilities		4,250	4,250
Net Assets		1,648,612	7,727,612
Equity Contributed Equity Options Premium Reserve Accumulated Losses	(b) (c) (d)	15,765,523 241,500 14,308,937	21,994,523 281,500 (14, 498, 937)
Parent Equity Interest		1,698,086	7,777,086
Outside Equity Interest		(49, 474)	(49, 474)
Total Equity		1,648,612	7,727,612

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Notes:

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$\bar{z}$

i.

$\mathbb{R}^2$

$\mathbb{Z}^2$

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(a) Cash:
Cash at 31 December 2005	\$1,212,290
Exercise of 320,000,000 Options at \$0.02	\$6,400,000
	\$7,612,290
Less - Issue Expenses and Underwriting Fee	\$(131,000)
- Estimated Expenses 1 January to 30 June 2006	\$(190,000)
Total cash as per Unaudited pro-forma (above)	\$7,291,290
(b) Contributed Equity
Issued Capital at 31 December 2005	\$15,765,523
Issue of 320,000,000 Shares at \$0.02	\$6,400,000
	\$22,165,523
Less - Option Underwriting Fee	\$(155,000)
- Issue Expenses	\$(16,000)
Total Issued Capital as per Unaudited pro-forma (above)	\$21,994,523
(c) Option Premium Reserve
Balance at 31 December 2005	\$241,500
(in settlement Issue of $100,000,000$ Options - of
Underwriting Fee)	\$40,000
Balance as per Unaudited Proforma (above)	\$281,500
(d) Accumulated Losses
Balance at 31 December 2005	\$14,308,937
Estimated expenditure 1 January to 30 June 2006	\$190,000
	\$14,498,937

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RISK FACTORS

$3.1$ Introduction

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

Exploration and Production Risks $3.2$

The investment of capital by the Company in exploration does not provide any certainty that the capital expended will result in a discovery of reserves of minerals. If minerals are discovered within the Company's properties there is no certainty that such discoveries may be economically recoverable.

If the Company is successful in the discovery of economic reserves, development and production from the reserves will be subject to the technical, financial, legislative and other factors prevailing at the time, which will affect the decision to proceed to production and the profitability of recovery.

General Commercial Risks 3.3

Factors such as inflation, commodity price volatility, currency fluctuation, interest rates, supply and demand and industrial disruption have an impact on operating costs and stock market prices. Future possible revenues and share price can be affected by these factors which are beyond the control of the Company.

Changes in Government Policies $3.4$

The Company's business could be significantly affected by changes to federal, state and local government policies and tax regimes. Any increases in such taxes that cannot be passed on to the consumer, may have the effect of reducing future profits.

$3.5$ Environmental

Mineral exploration involves the risk of environmental contamination and the corresponding operational costs of environmental protection planning, impact analysis, damage control procedures and where accidental leakage or other contamination or well head abandonment occurs, the costs of undertaking rehabilitation operations and the risk of legislative penalties.

General Investment Risks 3.6

There is a risk that the price of Shares and returns to shareholders may be affected by changes in:

(a) local and world economic conditions;

(b) interest rates;

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• (c) levels of tax, taxation law and accounting practice;
• (d) government legislation or intervention;
• (e) inflation or inflationary expectations; and
• (f) natural disasters, social upheaval or war in Australia or overseas.

Investment Speculative 3.7

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

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

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities.

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ADDITIONAL INFORMATION

Continuous Disclosure $4.1$

Disclosing entities are, pursuant to the Corporations Act, entitled to issue a prospectus satisfying the test set out in section 713 of the Corporations Act where the securities offered by the prospectus are Options to acquire quoted Enhanced Disclosure ("ED") securities that are in the same class as ED securities that were quoted at all times in the 12 months before the issue of the prospectus. A transaction specific prospectus is only required to contain information related to the issue of securities the subject of the prospectus. Other general information is not required to be included by a disclosing entity as the periodic reporting and continuous disclosure requirements now required of disclosing entities means that all this information should have previously been released to the market.

The Company is a "disclosing entity" for the purposes of section 111AC of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations which require it to disclose to the ASX any information of which it is, or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.

Having taken such precautions and made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of the ASX (as applicable from time to time throughout the 12 months before the issue of this Prospectus) which requires the Company to notify the ASX of information about specified events or matters as they arise for the purpose of the ASX making that information available to the stock market conducted by the ASX.

Copies of Documents $4.2$

Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an office of the ASIC. The Company will provide a copy of each of the following documents, without charge, to any person on request prior to the Closing Date:

• (a) the annual financial report for the year ended 30 June 2005 (being the last annual financial report to be lodged with the ASIC in relation to the Company before the issue of this Prospectus); and
• (b) the Half-Yearly financial report for the half-year ended 31 December 2005 (being the last half-year financial report after the lodgement of the annual financial report and before the issue of this Prospectus); and
• (c) continuous disclosure notices given during the period starting after the lodgement with the ASIC of the annual financial report referred to in (a) above and ending before the issue of the Prospectus are set out in Appendix "A" attached to this Prospectus.

Rights Attaching to Shares 4.3

Full details of the rights attaching to the Company's Shares are set out in its Constitution, a copy of which may be inspected at the Company's registered office.

The following is a summary of the rights which attach to the Shares which may be issued if the Options to be issued pursuant to this Prospectus are exercised.

Voting

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

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

Dividends

Dividends are payable out of the Company's profits and are declared by the Directors. Dividends declared will be payable on the Shares at a fixed amount per Share.

Transfer of Shares

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

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

Meetings and Notice

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

Liquidation Rights

The Company has only issued one class of Shares, which all rank equally in the event of liquidation. Once all the liabilities of the Company are satisfied, a liquidator may, with the authority of a special resolution of shareholders divide the whole or any part of the remaining assets of the Company. The liquidator can with the sanction of a special resolution of the Company's shareholders vest the whole or any part of the assets in trust for the benefit of shareholders as the liquidator thinks fit, but no shareholder of the Company can be compelled to accept any Shares or other securities in respect of which there is any liability.

Shareholder Liability

As the Shares will be fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

Alteration to the Constitution

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

Listing Rules

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

Terms and Conditions of Options 4.4

The following terms will attach to the Options:

• A certificate will be issued for the Options. $(a)$
• The Options shall expire on 30^th September 2009 ("Expiry Date") $(b)$
• Subject to condition (n) the Option is a right in favour of the option holder to $\left( \circ \right)$ subscribe for one fully paid ordinary share in the capital of the Company $("Share")$
• Shares allotted to Option holders on exercise of Options shall be issued at a price $(d)$ of 5 cents each ("Exercise Price").
• The Exercise Price of Shares the subject of the Options shall be payable in full $(e)$ on exercise of the Options.

• Options shall be exercisable by the delivery to the registered office of the $(f)$ Company of a notice in writing stating the intention of the option holder to:

• (i) exercise all or a specified number of Options; and

• (ii) pay the subscription monies in full for the exercise of each Option.
• The notice must be accompanied by an Option certificate and a cheque made $(g)$ payable to the Company for the subscription monies for the Shares. An exercise of only some Options shall not effect the rights of the option holder to the balance of the Options held by him.
• The Company shall allot the resultant Shares and deliver the share certificate or (h) holding statement within five business days of the exercise of the Option.
• The Options shall be freely transferable. $(i)$

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• Shares allotted pursuant to an exercise of Options shall rank, from the date of the $(i)$ allotment, equally with existing ordinary fully paid Shares of the Company in all respects.
• The Company shall in accordance with the Listing Rules make application to $(k)$ have Shares allotted pursuant to an exercise of Options listed for official quotation.
• In case of any entitlements issue (other than bonus issue) the Exercise Price of $(1)$ an Option may be reduced according to the following formula:

• $=$ the new Exercise Price of the Option. $\mathbf{O}^*$
• the old Exercise Price of the Option. $\Omega$ $\equiv$
• the number of underlying securities into which one Option is $E$ $\overline{\phantom{m}}$ exercisable.
• the average market price per share (weighted by reference to volume) of $\mathbf{P}$ the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlement date.
• $=$ the subscription price for a security under the pro rata issue. S
• = the dividend due but not yet paid on the existing underlying securities Ð (except those to be issued under the pro rata issue).
• = the number of securities with rights or entitlements that must be held to N receive a rights to one new security.

In the case of a bonus issue the number of Shares over which the Option is exercisable may be increased by the number of Shares which the option holder would have received if the Option had been exercised before the record date for the bonus issue. The Company shall notify the ASX of the adjustments in accordance with the Listing Rules.

• (m) In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the authorised or issued capital of the Company, the number of the Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in accordance with the Listing Rules.
• The Options will not give any right to participate in dividends until Shares are $(n)$ allotted pursuant to the exercise of the relevant Options.
• The Options do not give any right to participate in new issues unless the option $\left( 0 \right)$ holder exercises the Option.

$4.5$ Interests of Directors

Except as disclosed in this Prospectus, no Director (whether individually or in consequence of a Director's association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

• the formation or promotion of the Company; or $(a)$
• property acquired or proposed to be acquired by the Company in connection $(b)$ with its formation or promotion or the Issue: or
• the Issue pursuant to this Prospectus. $(c)$

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash or Shares or otherwise) have been paid or agreed to be paid to any Director or to any company or firm with which a Director is associated to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her or any company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Issue.

Directors' Holdings

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

Director	Shareholding Direct	Shareholding Indirect
HS Maiteles		ባናበ በበበ 1,4 .
llemen	MA.	w
DN Zukerman		E

Notes:

These Shares are held by:-

• 1. Alexis Pty Ltd, a company of which Mr Majteles is a director and the major shareholder $-650,000$ Shares.
• Simon Nominees Pty Ltd as trustee for HS Majteles Superannuation Fund- $\overline{2}$ . 300.000 Shares.

None of the Directors have any relevant interest in Options.

Directors' Remuneration

Over the last two years, no remuneration was paid or was payable to the Directors of the Company, except as noted below:

Director	Remuneration (\$)
HS Majteles	32,700
A Clemen	16,000
D Zukerman
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The Directors are also entitled to be reimbursed for travelling, hotel, communication and other expenses which they may properly incur in carrying out their duties and any Director performing extra or special professional services for the Company may be reminerated for those services.

Interests of Named Persons 4.6

Except as disclosed in this Prospectus, no expert, or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

• the formation or promotion of the Company; $(a)$
• property acquired or proposed to be acquired by the Company in connection (b) with its formation or promotion or the Issue; or
• the Issue. $(c)$

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash or Shares or otherwise) have been paid or agreed to be paid to any expert, or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Issue.

Blakiston & Crabb has acted as solicitor to the Company and in that capacity has been involved in providing legal advice to the Company in relation to the Issue. In respect of this work, the Company will pay approximately \$2,500 for these services. Blakiston & Crabb have been paid fees for other professional services provided to the Company during the last two years totalling \$18,745.

Stantons International acts as auditors to the Company. It has provided audit services to the Company during the last two years totalling approximately \$20,800. Stantons International has provided other professional services to the Company during the last two vears and received fees for these services of \$3,542.

4.7 Consents

ŵ

Each of the parties referred to in this Section 4.7:

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

Stantons International has given its written consent to the inclusion of the audit reviewed financial statements for the half year ended 31 December 2005, and to all statements referring to the audit reviewed financial statements for the half year ended 31 December 2005 in the form and context in which they are included, and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Computershare Investor Services Pty Limited has given and, as at the date hereof, has not withdrawn, its written consent to be named as Share Registrar in the form in which it is named. Computershare Investor Services Pty Limited has had no involvement in the preparation of any part of this Prospectus other than being named as Share Registrar to the Company. Computershare Investor Services Pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Prospectus.

Each of the following have consented to being named in the Prospectus in the capacity as noted below and have not withdrawn such consent prior to the lodgment of this Prospectus with the ASIC:

• (a) Blakiston & Crabb as solicitors to the Company; and
• (b) Stantons International as auditors to the Company.

4.8 Expenses of the Issue

The estimated amount of the expenses of the Issue, including ASX Fees. advisers' fees, printing and distribution costs and other miscellaneous expenses, is \$16,000, which has been paid or is payable by the Company.

4.9 Litigation

$\frac{\sigma}{200}$

The Company is not involved in any legal or arbitration proceedings, nor, so far as the Directors are aware are any such proceedings pending or threatened against the Company which are regarded as material.

Privacy Disclosure Statement 4.10

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT AND CONSENT

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of Options pursuant to this Prospectus.

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

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

Dated: 8 September 2006

Signed for and on behalf of AUSTRALIAN UNITED GOLD LIMITED by David Zukerman

KEY DEFINITIONS

"Application Form"

"ASIC"

"ASX"

"Business Day"

"Closing Date"

"Company"

"Corporations Act"

"Directors"

"Expiry Date"

"Issue"

"Listing Rules"

"Option"

"Prospectus"

"Section"

"Share"

"WST"

means the Option Issue application form accompanying this Prospectus and "Applicant" and "Application" have comparative meanings;

Australian Securities & Investments Commission;

Australian Stock Exchange Limited;

every day other than a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that the ASX declares is not a business day;

9 October 2006;

Australian United Gold Limited ACN 008 982 474 (to be renamed Metals Australia Limited);

Corporations Act 2001 (Cth).

the directors of the Company;

the date which is 13 months after the date of this Prospectus, which is 9 October 2007;

the issue of Options under this Prospectus;

the Listing Rules of the ASX;

an option to acquire one Share exercisable at \$0.05 each on or before 30 September 2009 and otherwise on the terms and conditions set out in Section 4;

this Prospectus;

a section of this Prospectus;

an ordinary fully paid share in the capital of the Company;

Australian Western Standard Time.

Share Registrars use only Australian United Gold Limited ABN 38 008 982 474
Options Issue Application Form Please read all instructions on reverse of this form	Broker reference -- stamp only
Number of Options applied for	Adviser Broker code
Full name details title, given name(s) (no initials) and surname or Company name	Code Tax file number(s) Ör exemption category
Name of Applicant 1	Applicant 1/Company
Name of joint Applicant 2 or	Joint Applicant 2/ trust
Full postal address Number/street	Contact details Contact name
	daytime telephone Contact number
State/postcode Suburb/town	Contact email address
CHESS HIN (if applicable)	₩

You should read the Prospectus carefully before completing this Application Form. The Corporations Act prohibits any person from passing on this Application Form unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus.

I/We declare that:

• this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree $(a)$ to be bound by the Constitution of Australian United Gold Limited; and
• I/we have received personally a copy of this Prospectus accompanied by or attached to the Application Form or a copy $(b)$ of the Application Form or a direct derivative of the Application Form, before applying for Options.

THIS FORM DOES NOT REQUIRE A SIGNATURE

INSTRUCTIONS TO APPLICANTS

This Application Form relates to the issue of 100,000,000 Options in Australian United Gold Limited pursuant to the Prospectus dated 8 September 2006. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in Options in the Company and it is advisable to read this document before applying for Options. A person who gives another person access to this Application Form must at the same time and by the same means, give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if applicable), and an Application Form, on request and without charge.

Please post or deliver the completed Application Form together with a cheque to the Company's share registry. If an Applicant has any questions on how to complete this Application Form, please telephone the Company on +61 8 9481 7833. The Form must be received by the Registry no later than 5.00pm (WST) on 9 October 2006.

Application for Options A.

The Application Form must only be completed in accordance with instructions included in Prospectus.

Contact Details В.

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Application Form.

Cheque Details $C_{\star}$

Make cheques payable to "Australian United Gold Limited - Trust Account" in Australian currency and cross them "Not Negotiable". Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Application Form.

Declaration

$A$ $A$ $A$ reacons

Before completing the Application Form the Applicant(s) has read the Prospectus to which the application relates. The Applicant(s) agree(s) that this application is for Options in Australian United Gold Limited upon and subject to the terms of the Prospectus, agree(s) to take any number of Options equal to or less than the number of Options indicated on the front of the form that may be allotted to the Applicant pursuant to the Prospectus and declare(s) that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

If an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept an Application Form, and how to construe, amend or complete it, shall be final. An Application Form will not however, be treated as having offered to subscribe for more Options than is indicated by the amount of the accompanying cheque.

Forward vour completed application to:

Computershare Investor Services Pty Ltd Phone: $+61893232000$ Facsimile: + 61 8 9323 2096

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By Post	By Hand
Computershare Investor Services Pty Ltd GPO Box D182 PERTH WA 6840	Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace PERTH WA 6000

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APPENDIX "A" Continuous Disclosure Notices Lodged with the ASX From 30 September 2005 to the Date of this Prospectus

DATE	ASX ANNOUNCEMENT
21/10/05	Notice of Annual General Meeting
31/10/05	First Quarter Activities Report
	First Quarter Activities Report
7/11/05	Acquisition of Namibian Uranium Opportunities
24/11/05	AGM Outcome of Resolutions
30/01/06	Second Quarter Activities Report
31/01/06	Response to ASX Query re Share Price
	Second Quarter Cashflow Report
03/02/06	Response to ASX Query re Share Price
08/02/06	Change of Directors Interest Notice
20/02/06	Appendix 3B
23/02/06	Manindi Zinc Project Update
16/03/06	Half Year Accounts
21/03/06	Manindi Zinc Project
22/03/06	Appendix 3B
23/03/06	Manindi Zinc Project
05/04/06	Appendix 3B
	Secondary Trading Notice
	Appendix 3B
06/04/06	Appendix 3B
	Issue of AUL Shares Secondary Trading Notice
19/04/06	Appendix 3B
	Manindi Zinc Project Update
20/04/06 26/04/06	Issue of AUL Shares
	Appendix 3B
28/04/06	Third Quarter Cashflow Report
	Third Quarter Cashflow Report
03/05/06	Section 708A Notice
08/05/06	Section 708A Notice
08/05/06	Appendix 3B
18/05/06	Appendix 3B
	Issue of Shares
22/05/06	Manindi Presentation
23/05/06	Appendix 3B
	Section 708A Notice
24/05/06	Option Expiry Notice
29/05/06	Section 708A Notice
	Appendix 3B
	Manindi Zinc Project
02/06/06	Appendix 3B
	Section 708A Notice
13/06/06	Appendix 3B
	Section 708A Notice
20/06/06	Section 708A Notice
	Appendix 3B
29/06/06	Underwriting Agreement
	Underwriting Agreement
05/07/06	Manindi Zinc Project Update
11/07/06	Change of Director's Interest Notice
	Change of Director's Interest Notice

11/07/06 13/07/06 18/07/06

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21/07/06 28/07/06 28/07/06 28/07/00
8/08/06
16/08/06
4/09/06 $7/09/06$

Appendix 3B
Section 708A Notice
Appendix 3B
Section 708A Notice Manindi Resource Status Maning Resource Status
Fourth Quarter Cash Flow Report
Fourth Quarter Activities Report
Notice of General Meeting
Option Underwriting Agreement
Manindi Diamond Drilling Results of Meeting

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