WHITE EAGLE RESOURCES LIMITED (formerly Red October Resources Limited) ACN 147 799 951

ENTITLEMENT ISSUE PROSPECTUS

For a non-renounceable entitlement issue of one (1) new Share for every one (1) Share held by those Shareholders registered at the Record Date at an issue price of $0.01 per Share to raise up to $1,720,590 (based on the number of Shares on issue as at the date of this Prospectus) (Offer).

This Prospectus has been prepared in order to satisfy conditions imposed by ASX for the reinstatement to trading of the Company’s Shares on the Official List. Further details of the conditions for reinstatement are set out in Section 5.3.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered by this Prospectus should be considered as speculative.

1.	CORPORATE DIRECTORY .............................................................................................. 1
2.	IMPORTANT NOTES ....................................................................................................... 2
3.	INVESTMENT OVERVIEW ............................................................................................... 4
4.	CHAIRMAN’S LETTER ................................................................................................... 15
5.	DETAILS OF THE OFFER ................................................................................................ 16
6.	COMPANY AND PROJECT OVERVIEW ....................................................................... 20
7.	RISK FACTORS ............................................................................................................ 28
8.	INDEPENDENT GEOLOGIST’S REPORT ......................................................................... 35
9.	INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 63
10.	SOLICITOR’S REPORT ON TENEMENTS ........................................................................ 81
11.	CORPORATE GOVERNANCE ...................................................................................... 96
12.	MATERIAL CONTRACTS ............................................................................................ 104
13.	ADDITIONAL INFORMATION .................................................................................... 105
14.	DIRECTORS’ AUTHORISATION .................................................................................. 111
15.	GLOSSARY ................................................................................................................ 112

1. CORPORATE DIRECTORY

Directors

Registered Office

Dr Saliba Sassine (Non-Executive Chairman) Mr Jeremy Bond (Non-Executive Director) Mr Benjamin Bussell (Non-Executive Director)

Company Secretary

Level 8 225 St Georges Terrace Perth WA 6000

Telephone: + 61 8 9486 4036 Facsimile: +61 8 9486 4799

Mr Matthew Foy

Share Registry*

Solicitors

Security Transfer Registrars Pty Limited 770 Canning Highway Applecross WA 6153

Telephone: +61 8 9315 2333 Facsimile: +61 8 9315 2233

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Auditor*

Independent Geologist

BDO (Audit) WA Pty Ltd 38 Station Street SUBIACO WA 6008

Optiro Level 4 50 Colin Street WEST PERTH WA 6005

Investigating Accountant

BDO Corporate Finance (WA) Pty Ltd 38 Station Street SUBIACO WA 6008

Website

www.redoctober.net.au

ASX Code

ROS

This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus.

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2. IMPORTANT NOTES

This Prospectus is dated 20 December 2012 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

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

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

Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form or Shortfall Application Form.

2.1 Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the ASX website on the Company Announcement Platform for the Company or the Company’s website at www.redoctober.net.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

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

2.2 Forwarding-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ 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 our Company, the Directors and our management.

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We cannot and do not give any assurance that the results, performance or achievements expressed or implied by 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.

We have 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.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7 of this Prospectus.

2.3 JORC Competent Person Statement

The information in this Prospectus which relates to Exploration Results, Mineral Resources, or Ore Reserves in relation to the Pardoo Project is based on information compiled by Jason Froud and Ian Glacken of Optiro. Both Mr Froud and Mr Glacken have sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking, and are both members of the Australasian Institute of Mining and Metallurgy. This qualifies Mr Froud and Mr Glacken as Competent Person’s as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Froud and Mr Glacken both consent to the inclusion in the Prospectus of the matters based on their information in the form and context in which it appears.

2.4 Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person show endorses the Prospectus or its contents or that the assets shown in tem are owned by the Company. Diagrams used in this prospectus are illustrative only and may not be drawn to scale.

2.5 Exposure Period

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

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3. INVESTMENT OVERVIEW

This section is a summary only and not intended to provide full information for investors intending to apply for Shares offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

3.1 The Company

White Eagle Resources Limited (formerly Red October Resources Limited) (the Company) was incorporated on 17 December 2010 as a result of a spin out by Segue Resources Ltd (Segue) for the primary purpose of acquiring, exploring, evaluating and exploiting mineral resource projects including nickel and noniron ore minerals at the Pardoo Project located in the Pilbara region of Western Australia (Pardoo Project) and to seek new acquisitions in the resources sector, both in Australia and overseas. The Company was admitted to the Official List of the ASX on 5 May 2011.

At the time of its admission, the Company had the right to earn up to an initial 70% interest in the nickel and non-iron ore mineral rights associated with the Pardoo Project. The Pardoo Project consists of four granted exploration licences; E45/1866, E45/2146, E45/3383 and E45/3464 in the Pilbara Mineral Field, covering approximately 161.2 km[2 ] (Tenements). The Pardoo Project is 100% owned by Segue.

Shortly after admission, the Company sought to acquire additional interests in copper in Kazakhstan (Yellowstone Copper Project) and silver in Tajikistan (Akjilga Silver Project). However due to the size of these transactions, the Company’s Shares were suspended from trading pending the approval of shareholders for a change in the nature and scale of the Company’s activities. Due to market conditions and a lack of funds, the Company was unable to complete its obligations under these transactions and the Company’s Shares have remained suspended from trading on the ASX since 8 June 2011.

As foreshadowed in recent announcements, the Company has since managed to settle and agreed a release from any claims under the former Yellowstone and Akjilga Projects and has re-negotiated a right to earn-in to the Pardoo Project with Segue of up to an initial 50% (previously 70%) interest in the nickel and non-iron ore mineral rights associated with the project. Refer to Section 12.1 for further details of the revised Farmin Agreement.

The Company’s Board has also been the subject of recent restructuring with the appointment of Mr Jeremy Bond and Mr Benjamin Bussell as non-executive directors (replacing former directors Ross Smith, Ross Nairn and Norman McCleary), joining Dr Saliba Sassine who remains as non-executive Chairman.

The ASX has advised the Company that it is prepared to reinstate its Shares to trading on the Official List of the ASX provided certain conditions are satisfied, including completion of the capital raising the subject of this Prospectus. Further details of the conditions for reinstatement are set out in Section 5.3.

3.2 Business Model

The Company is a mineral exploration and mining company which aims to develop existing projects and identify and acquire additional projects, not only in Australia, but elsewhere in the world, with the hope of subsequently developing mining operations on those projects.

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The Company has entered into a revised Farmin Agreement with Segue to acquire the exclusive right to earn up to a 50% interest in the nickel and non-iron mineral rights on the Pardoo Project, by meeting expenditure of at least $3 million within 4 years.

Refer to Section 12.1 for further details of the revised Farmin Agreement.

The Company has prepared staged exploration and evaluation programmes for the Pardoo Project to progress the Highway Prospect and to undertake prospect and regional exploration. During the first year, the Company is planning the following activities:

(a) metallurgical and ore characterisation studies on the Highway Prospect. This will include diamond drilling to collect bulk samples for metallurgical testwork, downhole surveying of old drillholes, selected twinning of old drillholes to confirm historical drilling results and further metallurgical testwork to determine the preferred processing pathway; and
(b) reconnaissance exploration to target geophysical anomalies and determine the potential of the tenements outside of the identified Highway/Supply Well trend.

In the second year, it is anticipated that more detailed testwork will be conducted which will include further metallurgical testwork, optimisation studies and drilling. Provision has been made for further geophysical surveys to test additional target areas.

Full details in respect of the Company and the Pardoo Project, including details of its proposed exploration program, are set out in Section 6 of this Prospectus.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

3.3 The Objectives

The Company’s main objectives on completion of the Offer are:

(a) achieve reinstatement to trading of its Shares on the Official List of the ASX;
(b) exploration and appraisal of the Pardoo Project, including satisfaction of the terms and conditions of the Farmin Agreement; and
(c) assessment and, if appropriate, acquisition of additional projects that are considered by the Board to add value to the Company.

3.4 Risk factors

The key risks associated with an investment in the Company are outlined in Section 7. A summary of some of the key risks include:

Item	Description	Further Detail in Prospectus

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Item	Description	Further Detail in Prospectus
Suspension from Trading on ASX	The Company’s Shares are currently suspended from trading on the ASX and as such, cannot be traded on market. There is a risk that the Shares will not be reinstated to trading following completion of the Offer. Should this occur, the Shares will not be able to be traded on the ASX until such time as any requirements for reinstatement imposed by ASX can be met, if at all.	7.2(a)
Ability to Continue as a Going Concern	The ability of the Company to continue as a going concern is dependent on the Company being able to raise additional funds as required upon successful reinstatement to meet ongoing exploration commitments and for working capital. Should the Company be unsuccessful in undertaking additional raisings or being reinstated, there is a risk that the Company may not be able to continue as a going concern. As at the date of this Prospectus, the Directors believe that they will be able to raise additional capital required upon reinstatement and are in the process of evaluating the Company’s cash requirements.	7.2(b)
Counterparty and Contractual Risk	The Company’s primary asset is its proposed interest in the nickel and non-iron ore mineral rights in the Pardoo Project held pursuant to the Farmin Agreement with Segue. The Company is reliant on Segue complying with the terms and conditions of the Farmin Agreement and the conditions attaching to the Tenements (as applicable). Should Segue fail to comply with the terms of the Farmin Agreement, the Company’s interest in the Project may be adversely affected. Further, if the Company fails to meet its minimum expenditure commitments on the Tenements within the specified periods as set out pursuant to the Farmin Agreement, the Farmin Agreement could be terminated and, in this circumstance, the Company will lose all its rights to the Tenements.	7.2(c)

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Item	Description	Further Detail in Prospectus
Status of Tenements	The Pardoo Project comprises four granted Western Australian Exploration Licences which will expire in the next 2 years. The Company intends to procure the renewal of the Tenements when applicable, however there is no guarantee that the Tenements will in fact be renewed beyond their current expiry date.	7.2(d)
Limited History	The Company was incorporated on 17 December 2010 and its operational and financial historical performance is limited. No assurance can be given that the Company will achieve commercial viability through the successful exploration and/or mining at the Pardoo Project. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.	7.2(e)
Title – mineral rights only	The Company does not have a registered interest in any of the Tenements. It only has an equitable interest pursuant to the Farm-n Agreement to earn an initial interest of 50% of the nickel and non-iron ore mineral rights associated with the Tenements. The only right available to the Company to protect its interest in its mineral rights on the Tenements is lodgement of a caveat over the Tenements pursuant to the Mining Act 1978 (WA). A caveat prevents the registration of any transfer or mortgage over the Tenements without first giving notice to the Company. As at the date of this Prospectus, the Company has not yet lodged caveats with the Department of Mines and Petroleum, Western Australia over the Tenements.	7.2(f)

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Item	Description	Further Detail in Prospectus
Lack of Executive Management	The Company’s management currently consists of three non-executive directors. The Board is aware of the need to have sufficient management to properly supervise the exploration and (if successful) the development of the projects in which the Company has, or will in the future have, an interest and the Board will continually monitor the management roles in the Company. As the Company’s projects require an increased level of involvement the Board will look to appoint additional management and or consultants when and where appropriate to ensure proper management of the Company’s projects. However, there is a risk that the Company may not be able to secure personnel with the relevant experience at the appropriate time which may impact on the Company’s ability to complete all of its preferred exploration programmes in its preferred timetable. The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on the Board. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these Directors cease their employment.	7.2(g)

A detailed list of the risks associated with an investment in the Company, including risks related to the Company’s business and operations is outlined in Section 7 of this Prospectus. Investors are encouraged to consider the matters outlined in Section 7 when deciding whether to make an investment in the Company.

3.5 The Offer

Pursuant to this Prospectus, the Company is undertaking a non-renounceable entitlement issue of one (1) new Share for every one (1) Share held by those Shareholders registered at the Record Date at an issue price of $0.01 per Share.

Based on the capital structure of the Company as at the date of this Prospectus, a maximum of 172,058,951 Shares will be issued pursuant to the Offer to raise up to $1,720,590 (before costs of the Offer).

Indicative Timetable*

Lodgement of Prospectus with the ASIC

20 December 2012

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Lodgement of Appendix 3B with ASX	20 December 2012
Notice sent to Optionholders	24 December 2012
Notice sent to Shareholders	24 December 2012
Ex date	27 December 2012
Record Date for determining Entitlements	3 January 2013
Prospectus despatched to Shareholders	7 January 2013
Closing Date*	25 January 2013
Securities quoted on a deferred settlement basis	29 January 2013
ASX notified of under subscriptions	30 January 2013
Despatch of holding statements	31 January 2013
Quotation of Shares issued under the Offer*	1 February 2013

*The Directors may extend the Closing Date by giving at least 6 Business Days notice to ASX prior to the Closing Date. As such the date the Shares are expected to commence trading on ASX may vary.

3.6 Purpose of the Offer

The purpose of the Offer is to raise up to $1,720,590 and facilitate the reinstatement of the Company’s securities to trading on the ASX and position the Company to seek to achieve its objectives set out above in Section 3.3.

The funds raised from the Offer, together with the Company’s existing cash reserves, are planned to be used in accordance with the table set out below:

Funds available	Amount ($)	%
Existing cash reserves	$106,932	5.8%
Funds raised from the Offer	$1,720,590	94.2%
Total	$1,827,522	100%
Allocation of funds
Expenditure on the Pardoo Joint Venture Project1	$1,000,000	54.7%
Expenses of the Offer2	$105,000	5.7%
Administration Costs	$350,000	19.2%
Working capital	$372,522	20.4%
Total	$1,827,522	100%

Notes:

Refer to the Independent Geologist’s Report at Section 8 for further details relating to the Company’s proposed exploration activities. The Company proposes to spend $1,000,000 on the Pardoo Project over a two year period in accordance with the exploration expenditure program set out in Section 6.2 (see Table 6.2).
Refer to Section 3.17 of this Prospectus for further details relating to the estimated expenses of the Offer.

If the Company raises less than $1,720,590 (being the full subscription), the funds

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will be apportioned in priority to the following: expenditure on the Pardoo Joint Venture Project, expenses of the offer, administration costs and working capital.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

On completion of the Offer, the Board believes our Company will have sufficient working capital to achieve these objectives.

3.7 Effect of the Offer

The principal effect of the Offer, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, will be to:

(a) increase the cash reserves by $1,615,590 (after deducting the estimated expenses of the Offer) immediately after completion of the Offer; and
(b) increase the number of Shares on issue from 172,058,951 Shares as at the date of this Prospectus to 344,117,902 Shares.

3.8 Financial Information

The Company is in the early stages of its development as an exploration company having recently been incorporated on 17 December 2010 and admitted to the Official List of the ASX on 5 May 2011. The Company’s Shares have been suspended from trading since 8 June 2011. The Company has managed to re-negotiate a right to acquire up to a 50% interest (previously 70%) in the Pardoo Project with Segue. Therefore, the Company’s operational and financial historical performance is limited.

As a result, the Company is not in a position to disclose any key financial ratios other than its balance sheet which is set out in the Investigating Accountant’s Report in Section 9. Investors should read the Investigating Accountant’s Report in full.

3.9 Effect on capital structure

The effect of the Offer on the capital structure of the Company, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, is set out below:

	Number
Shares currently on issue	172,058,951
Shares offered pursuant to the Offer	172,058,951
Total Shares on issue after completion of the Offer	344,117,902

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Options

	Number
Unquoted Options currently on issue (exercisable at $0.20 each, on or before 1 January 2013	2,000,000
Total Options on issue after completion of the Offer	2,000,000

3.10 Details of substantial holders

As at the date of this Prospectus, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Shareholder	Shares	Entitlement	%
Segue Resources Limited	15,000,000	15,000,000	8.7

In the event all Entitlements are accepted there will be no change to the substantial holders on completion of the Offer.

3.11 Taxation

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 advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

3.12 Dividend Policy

We anticipate that significant expenditure will be incurred in the evaluation and development of our Company’s projects. These activities are expected to dominate the two year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

3.13 Directors and Key Personnel

Dr Saliba Sassine Non-Executive Chairman

Dr Saliba Sassine is an experienced company executive and director. He is Chairman of S & A Capital Pty Ltd, a boutique investment and project

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origination group specialising in resources, energy and renewables. Dr Sassine has held positions at Chairman or CEO level in a number of listed and privately held companies and has directed and advised on the activities of a number of start-up and early stage enterprises at pre and post-IPO. Dr Sassine has also worked as a senior ministerial and government adviser in Australia and represented the Western Australian Government on a number of state and national advisory boards and committees. Dr Sassine is a Senior Associate Member of the Securities Institute of Australia. He is Chairman of the Perth Theatre Trust, Chairman of the POWA Institute, and a member of the board of the WA Academy of Performing Arts.

He is currently the Chairman of ASX listed Helicon Group Limited and Gold Mines of Peru Ltd. Dr Sassine has not held any other directorships in other listed companies in the previous 3 years.

Mr Jeremy Bond Non-Executive Director

Mr Bond graduated from the University of Western Australia with a Bachelor of Commerce (Accounting and Finance), Bachelor of Economics (International Banking) and Bachelor of Arts (Political Science). Mr Bond is currently a fund manager and founder of Terra Capital, a small cap natural resource fund based in Australia. This fund invests in both public and private resource deals throughout the world.

Mr Bond is currently a non-executive director of Silver Stone Resources Limited and was formerly a director of Black Mountain Resources Limited (resigned August 2011).

Mr Benjamin Bussell Non-Executive Director

Mr Bussell is a senior accountant, with over 12 years’ experience in public accounting, corporate accounting and taxation. He is currently the Chief Financial Officer of ASX listed mineral exploration companies Pura Vida Energy NL, Minerals Corporation Limited and AAQ Holdings Limited and is also currently a director of ASX listed SWW Energy Limited and Terranova Minerals NL.

Management and Consultants

The Company is aware of the need to have sufficient management to properly supervise the exploration and (if successful) for the development of the projects in which the Company has, or will in the future have, an interest and the Board will continually monitor the management roles in the Company. Since the Company’s projects require an increased level of involvement the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company’s projects.

3.14 Disclosure of Interests

Security Holdings

The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus, together with their respective Entitlement, is set out in the table below. The Directors all intend to take up their Entitlement under the Offer.

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Director	Shares	Options	Entitlement	$
Dr Saliba Sassine	250,000	Nil	250,000	$2,500
Mr Jeremy Bond	750,000	Nil	750,000	$7,500
Mr Benjamin Bussell	Nil	Nil	Nil	Nil

Remuneration

The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that 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 Directors’ 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 current amount has been set at an amount not to exceed $250,000 per annum.

A Director may be paid fees or other amounts (i.e. non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The following table shows the annual remuneration to be paid for the current financial year and paid in the previous financial year to both executive and non-executive directors.

Director	Current Year	Previous Year
Dr Saliba Sassine	$36,000	$13,333
Mr Jeremy Bond	$36,000	Nil
Mr Benjamin Bussell	$36,000	Nil

3.15 Agreements with Directors or Related Parties

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and
(b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

Deeds of indemnity, insurance and access

Our Company has entered into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, our Company agrees to indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. Our

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Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain circumstances.

3.16 Corporate Governance

To the extent applicable, in light of the Company’s size and nature, the Company has adopted The Corporate Governance Principles and Recommendations (2nd Edition) as published by ASX Corporate Governance Council (Recommendations).

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined in Section 11.1 of this Prospectus and the Company’s compliance and departures from the Recommendations are set out in Section 11.2 of this Prospectus.

In addition, the Company’s full Corporate Governance Plan is available from the Company’s website www.redoctober.net.au.

3.17 Hemisphere Corporate Fee

The Company has agreed to pay Hemisphere Corporate Services Pty Ltd (Hemisphere Corporate) a fee of $50,000 upon the Company being reinstated to trading on the ASX. The fee encompasses (amongst other things) Hemisphere Corporate’s role in assisting the Company with the settlement of the Yellowstone and Akjilga Projects, assisting with the renegotiation of the Pardoo Joint Venture Project, submissions for reinstatement of the Company to the ASX and the facilitation of this Prospectus and Offer.

3.18 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $105,000 for full subscription ($1,720,590) and are expected to be applied towards the items set out in the table below:

ASIC fees ASX fees Hemisphere Success Fee Legal fees Independent Geologist Fees Investigating Accountant Fees Printing and Registry Costs Total	$ 2,171 6,251 50,000 25,000 10,000 8,000 3,578
	$105,000

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4. CHAIRMAN’S LETTER

Dear Shareholder

The Board is pleased to offer Shareholders the opportunity to participate in a one (1) for one (1) non-renounceable rights issue of Shares to raise up to approximately $1,720,590 (before expenses) (Offer).

All Shareholders registered as at 5.00pm (WST) on the Record Date will be entitled to participate in the Offer. The price payable on application for each Share is 1 cent.

The Closing Date for acceptances of the Offer is 25 January 2013.

Shareholders wishing to subscribe for Shares in excess of their Entitlement are invited to subscribe for the Shortfall.

The Directors have indicated that it is their present intention to subscribe for all of their Entitlement under the Offer.

The current principle activities of the Company are the discovery and/or acquisition of commercially significant mineral projects that can be readily brought into production.

The Offer will provide a significant capital injection for the Company which will assist with expenditure on the Pardoo Project, evaluating new acquisitions and opportunities in the resources sector and strengthen the Company’s balance sheet.

The Board takes this opportunity to thank all Shareholders for their past support and looks forward to your continued support in the future.

Yours faithfully

DR SALIBA SASSINE NON-EXECUTIVE CHAIRMAN

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5. DETAILS OF THE OFFER

5.1 The Offer

The Offer is being made as a non-renounceable entitlement issue of one (1) new Share for every one (1) Share held by Shareholders registered at the Record Date at an issue price of $0.01 per Share.

All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 13.1 for further information regarding the rights and liabilities attaching to the Shares.

The purpose of the Offer and the intended use of funds raised are set out in Sections 3.6 of this Prospectus.

5.2 Minimum subscription

There is no minimum subscription.

5.3 Conditions for Reinstatement to Trading

On 17 September 2012, the ASX advised that the Company’s Shares would be reinstated to trading on the ASX provided the following key conditions are completed, among other ancillary conditions:

(a) completion of a capital raising of up to $1,750,000 by way of a section 710 (full form) prospectus;
(b) confirmation to the satisfaction of ASX that the Company has sufficient funds to undertake its budgeted exploration (refer to the Independent Geologist’s Report at Section 8 of this Prospectus);
(c) Shareholder approval being obtained for the conversion of the Tranche 1 and Tranche 2 Convertible Notes (to the value of $600,000), being the approval on conversion for the issue of 120,000,000 Shares at $0.005 per Share (this has since been approved at the Company’s Annual General Meeting held on 30 November 2012);
(d) Shareholder approval for the issue of 11,250,000 Shares to Segue in consideration for agreeing to the revised terms of the Farmin Agreement (this has since been approved at the Company’s Annual General Meeting held on 30 November 2012); and
(e) confirmation that the Company will have a minimum of $1,000,000 in cash, net of all liabilities, at the date of reinstatement (refer to the Investigating Accountant’s Report at Section 9 of the Prospectus).

5.4 Acceptance

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

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You may participate in the Offer as follows:

(a) if you wish to accept your full Entitlement:
(i) complete the Entitlement and Acceptance Form; and
(ii) attach your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form; or
(b) if you only wish to accept part of your Entitlement:
(i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
(ii) attach your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the appropriate application monies (at $0.01 per Share); or
(c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

5.5 Payment by cheque/bank draft

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “White Eagle Resources Limited – Share Issue Account” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form and cheque must reach the Company’s share registry no later than 5:00pm WST on the Closing Date.

5.6 Payment by BPAY®

For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®:

(a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and
(b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your application monies.

It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 4.00PM (WST) on the Closing Date. You should be aware that your financial institution may implement either cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Shares (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.

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5.7 Underwriting

The Offer is not underwritten.

5.8 Shortfall Offer

Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer.

The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three months following the Closing Date. The issue price for each Share to be issued under the Shortfall Offer shall be 1 cent being the price at which Shares have been offered under the Offer.

Applications for Shortfall Shares under the Shortfall Offer must be made using the Shortfall Application Form with payment by cheque or bank draft only.

Your completed Shortfall Application Form and accompanying cheque or bank draft, made payable to White Eagle Resources Limited – Share Issue Account and crossed Not Negotiable, must be mailed or delivered to the address set out on the Shortfall Application Form so that is received by no later than that date which is three months following the Closing Date. The Company reserves the right to close the Shortfall Offer early.

In respect of the Shortfall Offer, it is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted any securities.

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

Priority to any allocation of Shortfall Shares will be given to existing Shareholders, following which any remaining Shortfall Shares will be allocated at the Directors’ absolute discretion.

The Directors reserve the right to issue Shortfall Shares at their absolute discretion including issuing to an Applicant a lesser number of Shortfall Shares than the number for which the Applicant applies for on their Shortfall Application Form, or to reject an application, or to not proceed with placing the Shortfall.

An Applicant will not be allocated any Shortfall Shares if the allotment and issue of those Shortfall Shares will result in their voting power in the Company exceeding 20%.

5.9 ASX listing

Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made in accordance with the timetable set out at Section 3.5 of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

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The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

5.10 Allotment

Securities issued pursuant to the Offer will be allotted in accordance with the ASX Listing Rules and timetable set out at Section 3.5 of this Prospectus.

Securities issued pursuant to the Shortfall Offer will be allotted on a progressive basis. Where the number of Shares issued is less than the number applied for, or where no allotment is made surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the closing date of the Shortfall Offer.

Pending the allotment and issue of the Securities or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for Securities issued under the Offer will be mailed in accordance with the ASX Listing Rules and timetable set out at Section 3.5 of this Prospectus and for Shortfall Shares issued under the Shortfall Offer as soon as practicable after their issue.

5.11 Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

The Offer is being made in New Zealand pursuant to the Securities act (Overseas Companies) Exemption Notice 2002.

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

5.12 Enquiries

Any questions concerning the Offer should be directed to Mr Matthew Foy, Company Secretary, on +61 8 9486 4036.

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6. COMPANY AND PROJECT OVERVIEW

6.1 The Company

6.2 Pardoo Project

Overview & Location of Pardoo Project

The Pardoo Project consists of four granted exploration licenses; E45/1866, E45/2146, E45/3383 and E45/3464, in the Pilbara Mineral Field (Figure 6.0). These tenements cover approximately 161.2 km[2] and are held 100% by Segue (Pardoo) Ltd, a subsidiary of Segue Resources Limited.

Figure 6.0: Location of the Pardoo Project

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==> picture [441 x 249] intentionally omitted <==

In the late 1980s and early 1990s, mineralisation was identified within the Pardoo Project area by CRA Exploration Pty Ltd following extensive regional scale exploration. In 2004, Westralian Nickel Ltd (Westralian) was granted tenure over the Pardoo Project area. In 2005, Westralian failed to raise the minimum funds required to complete an IPO on ASX. In October 2006, Westralian shareholders voted to accept an offer from Segue Resources to acquire 100% of the issued capital in Westralian, and, in 2007, Westralian changed its name to Segue (Pardoo) Ltd, a wholly owned subsidiary of Segue Resources.

In December 2007, Mithril Resources Ltd (Mithril) entered into a farm-in and joint venture agreement with Segue (Pardoo) Ltd. Mithril did not meet the minimum annual expenditure requirement for 2010 under the joint venture and in January 2011 withdrew from the joint venture.

The Company will farm-in to the nickel and non-iron ore mineral rights at the Pardoo Project. The Company has entered into a revised Farmin Agreement with Segue to acquire the exclusive right to earn up to a 50% interest in the nickel and non-iron mineral rights on the Pardoo Project, by meeting expenditure of at least $3 million within 4 years.

The Pardoo Project straddles the boundary between the East Pilbara GraniteGreenstone Terrane and the Central Pilbara Tectonic Zone, marked in this region by the Pardoo fault, which is part of the De Grey Structural Zone. The eastnortheast trending Pardoo Fault separates the Ord greenstone belt in the north from the Goldsworthy greenstone belt in the south. The project is centred on the northern, faulted limb of the Goldsworthy Syncline (Figure 6.1).

Figure 6.1: Geological setting of the Pardoo Project (adapted from Smithies, 2004)

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==> picture [442 x 250] intentionally omitted <==

The mineralisation at the Highway deposit is hosted within a schist package, comprising biotite, chlorite, quartz, feldspar and carbonate schists. Chert lithologies occur above and below the schist and consist of grey, white and translucent banded and some brecciated chert. Above the chert-schist units the stratigraphy comprises fine grained mafic amphibole-biotite-chlorite schist, with accessory carbonate, magnetite and ilmenite.

Nickel and Non-Iron Ore Minerals Overview

In 2007 Snowden Mining Industry Consultants prepared a Mineral Resource estimate for the Highway deposit which was further updated in 2010. The March 2010 resource model does not include data from diamond drillhole DD10HW005. All input data to the resource was provided by Segue including the drilling and sampling information, a preliminary geological interpretation of the nickel grade shell at a nominal 0.1% Ni lower cut-off grade and in situ density values.

Figure 6.2: Highway nickel resource outline and drillhole locations

==> picture [409 x 232] intentionally omitted <==

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The 2010 Mineral Resource at the Highway deposit is 50.0 Mt at an average grade of 0.30% Ni, 0.13% Cu, 2.65% S, reported above a 0.1% Ni cut-off grade. This Mineral Resource is classified as an Inferred Resource, based upon the guidelines of the 2004 JORC Code. The resource figures are reported in table 6.0 on a 0.1% Ni cut-off grade and at a higher cut-off grade of 0.3% Ni.

Table 6.0 Highway deposit 2010 Inferred Resource

Cut-off Ni %	Material	Million tonnes	Ni % Cu % Co % S %
0.1	Weathered Fresh	5.5 44.5	0.25 0.18 0.03 0.10 0.31 0.12 0.03 2.96
	Total	50.0	0.30 0.13 0.03 2.65
0.3	Weathered Fresh	1.4 21.7	0.38 0.22 0.04 0.11 0.41 0.12 0.03 3.37
	Total	23.0	0.41 0.13 0.03 3.18

Additional work is required to upgrade the resource classification from an Inferred Mineral Resource classification to an Indicated Mineral Resource classification. An independent audit of the drillhole database and sampling techniques is required to achieve this upgrade. In addition, the QAQC, sampling techniques and sample preparation procedures and sample recoveries for all drillholes included in the resource model should be documented.

Metallurgical Testwork

In 2009, flotation testwork on a 150 kg sample of diamond core (from holes DD09HW001 and DD09HW002) was commissioned, grading approximately 0.4% Ni (with associated Cu-Co and minor platinum group elements). Three primary grind sizes (75µm, 53µm and 38µm) were tested and general observations from the grind series flotation tests include: quite high copper and cobalt recoveries at over 90%; the 53µm and 38µm primary grind floats produce a cleaner rougher concentrate; and the 53µm primary grind is the best size when targeting 4% to 5% Ni. The grind times are fairly typical of a moderate hardness and grindability sample.

Bench scale flotation testwork was completed on samples from drillholes DD08HW001 and DD08HW002 and a 10% to 11% mass recovery at target grade of 4% to 5% Ni was achieved with 9kg to 10kg of concentrate being produced from 90kg of drill core. These samples of the concentrate were sent to Canada for bench-scale assessment of hydrometallurgical processing.

The bench scale flotation testwork involved nine leach tests on a bulk nickelcopper-cobalt concentrate sample. For the tests performed on a combined rougher concentrate grading 3.6% Ni, 1.1% cu and 0.25% Co, optimal nickel, copper and cobalt extractions were 97.6%, 97.9% and 99.7% respectively. For the test performed on a higher grade concentrate sample (5.7% Ni, 2.0% Cu and 0.38% Co) optimal nickel, copper and cobalt extractions were 99.4%, 98.7% and 98.4% respectively. Moderate levels of sulphur oxidation were experienced throughout the initial pressure oxidation test programme. The acid consumption was moderate and potential exists to lower it through solution recycles. Results to date indicate that there is potential to process nickel concentrate from the Highway deposit and to produce a missed hydroxide precipitate product on site at Pardoo.

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Bio-oxidation leaching amenability testwork, commissioned by Mithril in 2008, indicated recoveries of 96.3% nickel, 75.4% cobalt and 45.6% copper. Further testwork is planned by the Company to assess the technical viability and economic potential of the possible metallurgical processing.

Metallurgical test work has demonstrated that high nickel, copper and cobalt recoveries can be achieved to produce a relatively low grade concentrate from the highway deposit using conventional flotation techniques. The process is being reviewed to determine the feasibility of further processing such a concentrate on site, using hydrometallurgical processing to extract nickel, copper and cobalt and eliminate the costs of shipping the concentrate to a smelter.

Exploration Targets and Exploration Budgets

The majority of the Pardoo Project area is under sedimentary cover and is as yet under-explored. The principal exploration target is nickel-copper sulphide mineralisation associated with the regional east-north-easterly trending Pardoo Fault zone. The Highway deposit and Supply Well prospect are located within this structural zone. Drilling at Supply Well has intersected significant widths of low grade nickel, copper and zinc mineralisation. The Pardoo Project area contains approximately 25km of effective strike of this structural zone and has the potential to host additional zones of nickel, copper and zinc mineralisation and may have potential to host platinum group element mineralisation.

Fourteen geophysical anomalies have been delineated within the project area, of which four have similar characteristics in size and intensity to the Highway mineralised zone but have not been drill tested. These anomalies present drill targets for massive and disseminated sulphides.

Ten of the geophysical anomalies are over a 5km strike length within the Supply Well prospect area. The Supply Well prospect area has had limited exploration and contains some broad intersections of low grade disseminated nickel sulphide mineralisation containing narrow high grade nickel sulphides within discrete potentially remobilised zones. A narrow zone of high grade zinc has been intersected by drilling in the western are of the prospect. The drilling at Supply Well is illustrated in Figure 6.3 below and selected mineralised intersections are listed in Table 6.1.

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Figure 6.3: Supply Well Drillhole locations

==> picture [438 x 247] intentionally omitted <==

Within the vicinity of the Highway Deposit, drilling has intersected significant nickel mineralisation approximately 400m south-west and along strike from the Highway deposit. Copper mineralisation has been intersected approximately 1,200m to the east and approximately 1,500m to the north-east of the Highway deposit. The nickel and copper intersections are listed in Table 6.2 below and drillhole locations are illustrated in Figure 6.3.

Table 6.1: Highway area - significant nickel and copper intersections

Drillhole	Intersection from–to (m)	Interval (m)	Grade
DD92GW028	34 - 48	14.0	0.36% Ni
RC07HW025 RC91GW024 DD92GW026 DD92GW033	148 - 170 141 - 167 53 - 55 169 - 175	22.0 15.0 2.0 6.0	0.55% Cu 0.63% Cu 1.87% Cu 0.83% Cu

RG91GW013, located outside and some 500m to the south of the project are, intersected significant widths and grades of zinc mineralisation (from 138m to 154m, 16m at 0.26% Zn, and from 189m to 200m, 11m at 0.40% Zn). Aeromagnetic data indicates that this intersection may be related to a northeast trending feature that extends onto the project area.

A circular feature in the north part of the Highway tenement has been identified from an aeromagnetic survey which is coincident with a significant gravity anomaly. Possible theories are that this feature could be related to a layered mafic-ultramafic intrusion, or that this is the source of primary nickel and copper mineralisation and that the structural dislocation has then been responsible for remobilising this mineralisation in the Pardoo Fault zone. The circular feature is depicted in Figure 6.4 below.

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Figure 6.4: Aeromagnetic survey demonstrating circular feature at Highway Tenement

==> picture [418 x 144] intentionally omitted <==

==> picture [418 x 143] intentionally omitted <==

(a) metallurgical and ore characterisation studies on the Highway Prospect. This will include diamond drilling to collect bulk samples for metallurgical testwork, downhole surveying of old drillholes, selected twinning of old drillholes to confirm historical drilling results and further metallurgical testwork to determine the preferred processing pathway; and
(b) reconnaissance exploration to target geophysical anomalies and determine the potential of the tenements outside of the identified Highway/Supply Well trend.

The Company has prepared a two-year budget which meets the above objectives (Table 6.2). The budget has been prepared on the basis that $1,720,590 is raised. Should the Company not raise the full subscription; the Company proposes to adjust its exploration budget accordingly.

Table 6.2: White Eagle Resource’s proposed exploration expenditure

Activities	Year 1	Year 2	Total
Metallurgical studies	$80,000	$40,000	$120,000
Reconnaissance drilling	$50,000	$50,000	$100,000

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Ore characterization and metallurgical drilling	$100,000	$100,000	$200,000
Geophysical surveys	-	$30,000	$30,000
Tenement administration	$130,000	$130,000	$260,000
Contractgeologists and drillers	$140,000	$150,000	$290,000
Total	$500,000	$500,000	$1,000,000

6.3 Other Projects

In addition to seeking to earn up to an initial 50% interest in the Pardoo Project, the Company intends to continue to actively pursue new projects in the resources sector, both in Australia and overseas, by way of acquisition or investment. These projects may include other types of minerals, including copper and gold, located in countries other than Australia including, for example, Kazakhstan and Cyprus.

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7. RISK FACTORS

7.1 Introduction

The Securities offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Securities.

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

7.2 Company specific

(a) Suspension from Trading on ASX

The Company’s Shares are currently suspended from trading on the ASX and as such, cannot be traded on market. There is a risk that the Shares will not be reinstated to trading following completion of the Offer. Should this occur, the Shares will not be able to be traded on the ASX until such time as any requirements for reinstatement imposed by ASX can be met, if at all.

(b) Ability to Continue as a Going Concern

The ability of the Company to continue as a going concern is dependent on the Company being able to raise additional funds as required upon successful reinstatement to meet ongoing exploration commitments and for working capital. Should the Company be unsuccessful in undertaking additional raisings or being reinstated, there is a risk that the Company may not be able to continue as a going concern.

As at the date of this Prospectus, the Directors believe that they will be able to raise additional capital required upon reinstatement and are in the process of evaluating the Company’s cash requirements.

(c) Counterparty and Contractual Risk

The Company’s primary asset is its proposed interest in the nickel and non-iron ore mineral rights in the Pardoo Project held pursuant to the Farmin Agreement with Segue. The Company is reliant on Segue complying with the terms and conditions of the Farmin Agreement and the conditions attaching to the Tenements (as applicable). Should Segue fail to comply with the terms of the Farmin Agreement, the Company’s interest in the Pardoo Project may be adversely affected.

Further, if the Company fails to meet its minimum expenditure commitments on the Tenements within the specified periods as set out pursuant to the Farmin Agreement, the Farmin Agreement could be

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terminated and, in this circumstance, the Company will lose all its rights to the Tenements.

(d) Status of Tenements

The Pardoo Project comprises four granted Western Australian Exploration Licences, E45/1866, E45/2146, E45/3383 and E45/3464 (Tenements). The Tenements expire on the following dates: E45/2146 on 4 October 2013, E45/3383 on 19 October 2014, E45/1866 on 8 February 2013 and E45/3464 on 13 April 2015.

The Company intends to renew (or procure the renewal of) the Tenements when applicable, however there is no guarantee that the Tenements will in fact be renewed beyond their current expiry date. There is a material risk that, in the event the Company is unable to renew the Tenements beyond their current expiry date, the Company’s proposed interest in the Pardoo Project will be relinquished. Further details in respect of the Tenements are set out in the Solicitor’s Report on Tenements in Section 10 of this Prospectus.

(e)

Limited History

The Company was incorporated on 17 December 2010 and its operational and financial historical performance is limited. No assurance can be given that the Company will achieve commercial viability through the successful exploration and/or mining at the Pardoo Project. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

(f)

Title – mineral rights only

The Company does not have a registered interest in any of the Tenements. It only has an equitable interest pursuant to the Farm-n Agreement to earn an initial interest of 50% of the nickel and non-iron ore mineral rights associated with the Tenements.

The only right available to the Company to protect its interest in its mineral rights on the Tenements is lodgement of a caveat over the Tenements pursuant to the Mining Act 1978 (WA). A caveat prevents the registration of any transfer or mortgage over the Tenements without first giving notice to the Company. As at the date of this Prospectus, the Company has not yet lodged caveats with the Department of Mines and Petroleum, Western Australia over the Tenements.

(g) Lack of Executive Management

The Company’s management currently consists of three non-executive directors. The Board is aware of the need to have sufficient management to properly supervise the exploration and (if successful) the development of the projects in which the Company has, or will in the future have, an interest and the Board will continually monitor the management roles in the Company.

As the Company’s projects require an increased level of involvement the Board will look to appoint additional management and or consultants when and where appropriate to ensure proper management of the Company’s projects.

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However, there is a risk that the Company may not be able to secure personnel with the relevant experience at the appropriate time which may impact on the Company’s ability to complete all of its preferred exploration programmes in its preferred timetable. The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on the Board. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these Directors cease their employment.

7.3 Mineral Exploration Industry specific

(a) Exploration costs

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

(b) Exploration success

The Tenements are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

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

The Company has not yet published resource estimates for any prospects. There is no assurance that exploration or project studies by the Company will result in the definition of an economically viable mineral deposit or that the exploration tonnage estimates and conceptual project developments discussed in this Prospectus are able to be achieved.

(c) Mineral Price Volatility

Should the Company commence production most of the Company’s revenues would potentially be derived from the sale of minerals. Consequently, the Company’s expected earnings will be closely related to the price of minerals sold by the Company. Mineral prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand, forward selling producers, and production costs levels in major gold-producing regions.

Moreover, mineral prices are also affected by macro-economic factors such as expectations regarding inflation, interest rates and global and regional demand for and supply of specific minerals as well as general global economic conditions. These factors may have an adverse effect on the Company’s exploration, development and production activity as well as on its ability to fund these activities.

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(d) Aboriginal Heritage

Archaeological and ethnographic surveys in the Tenements have identified two sites of significance which have been registered with the Department of Indigenous Affairs. Approvals are required if these sites will be impacted by exploration or mining activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

(e) Environmental

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations.

The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive.

Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

In this regard, the Department of Mines and Petroleum in Western Australia from time to time reviews the environmental bonds that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

(f)

Mine development

Possible future development of a mining operation at any of the Company’s projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and

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equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company commences production, its operations may be disrupted by a variety of risks and hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement of hazardous weather conditions and fires, explosions or accidents. No assurance can be given that the Company will achieve commercial viability through the development or mining of its projects and treatment of ore.

(g) Native title and Aboriginal Heritage

In relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Further to this, an Indigenous Land Use Agreement (ILUA) is registered against the Tenements. For further information refer to the Solicitor’s Report on Tenements in Section 10.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

(h) Operations

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

(i) Resource estimates

In the event a resource is delineated in respect of the Tenements, this would be an estimate only. An estimate is an expression of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations

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to development and mining plans which may, in turn, adversely affect the Company’s operations.

(j) Tenure and access

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved.

Tenements are subject to the applicable mining acts and regulations in Western Australia. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

7.4 General risks

(a) Economic

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

(b)

Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

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 in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c) Additional requirements for capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve

3265-03/867051_3

restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(d) Dividends

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

(e) Taxation

(f) Reliance on key personnel

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

7.5 Speculative investment

The above 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 above 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 pursuant to this Prospectus.

3265-03/867051_3

8. INDEPENDENT GEOLOGIST’S REPORT

3265-03/867051_3

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The Mineral Resource statement has been compiled by Mr John Graindorge of Snowden Mining Industry Consultants Pty Ltd. Mr Graindorge is a Member of The Australasian Institute of Mining and Metallurgy and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration to qualify as a Competent Person as defined in the 2004 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Graindorge consents to the inclusion in this report of the matters based on the information in the form and context in which it appears.

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9. INVESTIGATING ACCOUNTANT’S REPORT

867051_3

WHITE EAGLE RESOURCES LIMITED (FORMERLY RED OCTOBER RESOURCES LIMITED) Investigating Accountant’s Report

20 December 2012

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20 December 2012

The Directors White Eagle Resources Limited Level 8, 225 St Georges Terrace Perth WA 600

Dear Sirs

INVESTIGATING ACCOUNTANT’S REPORT

1. Introduction

We have prepared this Investigating Accountant’s Report (“ Report ”) on historical financial information of White Eagle Resources Limited (“ White Eagle ” or “ the Company ”) for inclusion in the Entitlement Issue Prospectus (“ the Prospectus ”). Broadly, the Prospectus will offer a nonrenounceable entitlement issue of 1 new share for every 1 share held at an issue price of $0.01 per share to raise up to $1,720,590 before costs (based on the number of shares on issue as at the date of this Prospectus) (“ the Offer ”). The Offer is not subject to a minimum subscription.

2. Basis of Preparation

This Report has been prepared to provide investors with information on the historical statement of comprehensive income, statement of financial position, and statement of changes in equity, and the pro-forma statement of financial position and statement of changes in equity, as noted in Appendices 1, 2 and 3.

This Report does not address the rights attaching to the shares to be issued in accordance with the Prospectus, nor the risks associated with the investment, and has been prepared based on the complete Offer being achieved. Neither BDO Corporate Finance (WA) Pty Ltd nor its related entities (“ BDO ”) has been requested to consider the prospects for the Company, the shares on offer or related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly has not done so, and does not purport to do so. BDO accordingly takes no responsibility for these matters or for any matter or omission in the Prospectus, other than responsibility for this Report. Risk factors are set out in the Prospectus.

Expressions defined in the Prospectus have the same meaning in this Report.

3. Background

The Company (formerly named Red October Resources Limited) was incorporated on 17 December 2010 and was established primarily to acquire, explore, evaluate and exploit mineral resource projects including nickel and non-iron ore minerals at the Pardoo Project located in the Pilbara region of Western Australia. It was officially admitted to the Australia Securities Exchange ( “ASX” ) on 5 May 2011.

Following admission, the Company sought to acquire additional interests in a copper project in Kazakhstan ( “Yellowstone Copper Project” ) and a silver project in Tajikistan ( “Akjilga Silver Project” ). However, due to the size of the transactions, the Company’s shares were suspended from trading pending the approval of shareholders for a change in the nature and scale of the Company’s activities. Due to market conditions and a lack of funds, the Company was unable to complete its obligations under these transactions and the Company’s shares have remained suspended from trading on the ASX since 8 June 2011.

The Company has since managed to settle and agreed a release from any claims under the Yellowstone Copper Project and Akjilga Silver Project.

Pardoo Project – Western Australia (Segue farm-in agreement)

White Eagle entered into a Farm-in Agreement with Segue Resources Limited (“ Segue ”) on 17 December 2010 giving it the right to earn up to an initial 70% interest by meeting expenditure of at least $10 million within 5 years. On 17 April 2012, both parties agreed to vary the agreement such that White Eagle has the right to earn up to an initial 50% interest by meeting expenditure of at least $3 million within 4 years. The Company will issue 11.25 million shares to Segue as consideration for agreeing to the revised Farm-in Agreement.

Convertible Note Funding

In April 2012, the Company announced that it had entered into a Subscription Agreement to raise up to $600,000 by way of a convertible note issue. The notes have a six month term and accrue interest at a rate of 9.25% with interest payable on the date of the conversion to shares at a conversion price of $0.005.

The Company issued the convertible notes in two tranches as follows:

convertible notes with a face value of $200,000 which upon conversion will convert into 40 million shares (“ Tranche 1 ”)
convertible notes with a face value of $400,000 which upon conversion will convert into 80 million shares (“ Tranche 2 ”)

As at 30 June 2012, Tranche 1 had been issued, with Tranche 2 being issued on 16 October 2012.

Shareholder approval was obtained at the annual general meeting held on 30 November 2012 for the conversion of both Tranche 1 and Tranche 2 convertible notes to shares in White Eagle.

4. Scope

You have requested BDO to prepare an Investigating Accountant's Report covering the following financial information:

the historical statement of financial position as at 30 June 2012, and the statement of comprehensive income and statement of changes in equity for the period ended on that date, for White Eagle;
the pro-forma statement of financial position as at 30 June 2012, and the pro-forma statement of changes in equity for the period ended on that date, reflecting the actual position as at that date, major transactions between that date and the date of our report and the proposed capital raising under the Prospectus; and
the accounting policies applied by the Company in preparing its financial statements, (the " Financial Information ").

The historical financial information set out in the appendices to this Report has been extracted from the financial statements of White Eagle for the year ended 30 June 2012. The historical financial information for White Eagle has been included at Appendix 5 of this report.

The Directors are responsible for the preparation of the historical financial information including determination of the adjustments.

We have conducted our review of the historical financial information in accordance with the Australian Auditing and Assurance Standard ASRE 2405 “Review of Historical Financial Information Other than a Financial Report”. We made such inquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including:

a review of work papers, accounting records and other documents pertaining to balances in existence at 30 June 2012;
a review of the assumptions used to compile the pro-forma statement of financial position;
a review of the adjustments made to the pro-forma historical financial information;
a comparison of consistency in application of the recognition and measurement principles in Accounting Standards and other mandatory professional reporting requirements in Australia, and the accounting policies adopted by the Company disclosed in the appendices to this Report; and
enquiry of Directors and others.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Our review was limited primarily to an examination of the historical financial information, the pro-forma financial information, analytical review procedures and discussions with both management and directors. A review of this nature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on the historical information or proforma financial information included in this Report or elsewhere in the Prospectus.

In relation to the information presented in this Report:

support by another person, corporation or an unrelated entity has not been assumed;
the amounts shown in respect of assets do not purport to be the amounts that would have been realised if the assets were sold at the date of this Report; and
the going concern basis of accounting has been adopted.

5. Conclusion

Statement on Historical Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the historical financial information as set out in the Appendices to this report does not present fairly the financial performance for the year ended 30 June 2012 or the financial position as at 30 June 2012 in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia.

Statement on Pro-forma Financial Information

Based on our review, which was not an audit, nothing has come to our attention which would cause us to believe the pro-forma financial information does not present fairly the financial position of the Company as at 30 June 2012, in accordance with the measurement and

recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia as if the proforma transactions had occurred on that date.

6. Subsequent Events

The pro-forma statement of financial position reflects the following events that have occurred subsequent to the year ended 30 June 2012:

Shareholder approval was obtained at the annual general meeting held on 30 November 2012 for the Company to change its name to White Eagle Resources Limited;
Shareholder approval was obtained at the annual general meeting held on 30 November 2012 for the Company to issue 11.25 million shares to Segue as consideration for varying the Farm-in Agreement;
Shareholder approval was obtained at the annual general meeting held on 30 November 2012 for the conversion of both the Tranche 1 and Tranche 2 convertible notes (to the value of $600,000). Convertible notes to the value of $33,333 were redeemed for cash while convertible notes to the value of $566,667 were converted into approximately 116.71 million shares; and
The Company spent $250,000 relating to the exploration of the Pardoo Project, as per the requirements under the Farm-in Agreement with Segue Resources Limited.

Apart from the matters dealt with in this Report, and having regard to the scope of our Report, to the best of our knowledge and belief, no other material transactions or events outside of the ordinary business of the Company have come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

7. Assumptions Adopted in Compiling the Pro-forma Statement of Financial Position

The pro-forma statement of financial position post issue is shown in Appendix 2. This has been prepared based on the reviewed financial statements as at 30 June 2012, the subsequent events set out in Section 6, and the following transactions and events relating to the issue of Shares under this Prospectus:

The non-renounceable entitlement issue of 1 Share for every 1 Share held at an issue price of $0.01 each to raise up to $1,720,590 before costs, pursuant to the Prospectus; and
Costs of the Offer are estimated to be $105,000, which are to be offset against the contributed equity.

8. Disclosures

BDO Corporate Finance (WA) Pty Ltd is the corporate advisory arm of BDO in Perth.

Neither BDO Corporate Finance (WA) Pty Ltd nor BDO, nor any director or executive or employee thereof, has any financial interest in the outcome of the proposed transaction except for the normal professional fee due for the preparation of this Report.

Consent to the inclusion of the Investigating Accountant’s Report in the Prospectus in the form and context in which it appears, has been given. At the date of this Report, this consent has not been withdrawn.

Yours faithfully

BDO Corporate Finance (WA) Pty Ltd

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Peter Toll

Director

APPENDIX 1 WHITE EAGLE RESOURCES LIMITED

STATEMENT OF COMPREHENSIVE INCOME

White Eagle Resources Limited	Audited for the year ended 30-Jun-12 $
Revenue from continued operations Expenses Other expenses Exploration expenditure written off Finance costs Loss on disposal of property, plant and equipment Personal expenses Professional fees Loss before income tax expense Income tax benefit/(expense) Net Loss for the period	27,633 (392,501) (321,627) (10,315) (74,879) (335,131) (213,903)
	(1,320,723) -
	(1,320,723)

This statement of comprehensive income shows the historical financial performance of the Company and is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4 and the prior year financial information set out in Appendix 5. Past performance is not a guide to future performance.

APPENDIX 2 WHITE EAGLE RESOURCES LIMITED

STATEMENT OF FINANCIAL POSITION

White Eagle Resources Limited Notes	Audited as at Subsequent Pro-forma Pro-forma 30-Jun-12 events adjustments after issue $ $ $ $
CURRENT ASSETS Cash and cash equivalents 2 Trade and other receivables TOTAL CURRENT ASSETS NON CURRENT ASSETS Plant and equipment Exploration and evaluation expenditure 3 TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Borrowings 4 TOTAL CURRENT LIABILITIES NET ASSETS EQUITY Contributed equity 5 Share based payment reserve Accumulated losses TOTAL EQUITY	106,932 116,667 1,615,590 1,839,189 21,388 - - 21,388
	128,320 116,667 1,615,590 1,860,577 27,317 - - 27,317 178,030 362,500 - 540,530
	205,347 362,500 - 567,847
	333,667 479,167 1,615,590 2,428,424
	125,709 - - 125,709 204,257 (200,000) - 4,257
	329,966 (200,000) - 129,966
	3,701 679,167 1,615,590 2,298,458 4,588,633 679,167 1,615,590 6,883,390 242,180 - - 242,180 (4,827,112) - - (4,827,112)
	3,701 679,167 1,615,590 2,298,458

The pro-forma Statement of Financial Position after Issue is as per the Statement of Financial Position before Issue adjusted for any subsequent events and the transactions relating to the issue of shares pursuant to this Prospectus. The Statement of Financial Position is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4 and the prior year financial information set out in Appendix 5.

APPENDIX 3 WHITE EAGLE RESOURCES LIMITED

STATEMENT OF CHANGES IN EQUITY

Audited for the year ended Subsequent Pro-forma Pro-forma 30-Jun-12 Events Adjustments After issue Notes $ $ $ $	Audited for the year ended Subsequent Pro-forma Pro-forma 30-Jun-12 Events Adjustments After issue Notes $ $ $ $
Balance as at 1 July 2011 Comprehensive income for the period Profit/(Loss) for the period Total comprehensive income for the period Transactions with equity holders in their capacity as equity holders Share based payment reserve Contributed equity 5 Total transactions with equity holders Balance	(3,506,389) - - (3,506,389) - - (1,320,723) - - (1,320,723)
	(4,827,112) - - (4,827,112)
	242,180 - - 242,180 4,588,633 679,167 1,615,590 6,883,390
	4,830,813 679,167 1,615,590 7,125,570

	3,701 679,167 1,615,590 2,298,458

The above statement of changes in equity is to be read in conjunction with the notes to and forming part of the historical financial information set out in Appendix 4 and the prior year financial information set out in Appendix 5.

APPENDIX 4 WHITE EAGLE RESOURCES LIMITED

NOTES TO AND FORMING PART OF THE HISTORICAL FINANCIAL INFORMATION

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation of historical financial information

The historical financial information has been prepared in accordance with the recognition and measurement, but not all the disclosure requirements of the Australian equivalents to International Financial Reporting Standards (“ AIFRS ”), other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001.

The historical financial information has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement as fair value of selected noncurrent assets, financial assets and financial liabilities.

The preparation of the historical financial information requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the groups accounting policies.

b. Going concern

The historical financial information has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

The ability of the Company to continue as a going concern is dependent on the success of the fundraising under the Prospectus. The Directors believe that the Company will continue as a going concern. As a result the financial information has been prepared on a going concern basis. However should the fundraising under the Prospectus be unsuccessful, the entity may not be able to continue as a going concern. No adjustments have been made relating to the recoverability and classification of liabilities that might be necessary should the Company not continue as a going concern.

c. Reporting Basis and Conventions

The report is also prepared on an accrual basis and is based on historic costs and does not take into account changing money values or, except where specifically stated, current valuations of non-current assets.

The following is a summary of the material accounting policies adopted by the company in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

d. Income Tax

The income tax expense/(revenue) for the year comprises current income tax expense/ (income) and deferred tax expense/(income).

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period. Current tax liabilities/(assets) are therefore measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

Current and deferred income tax expense/(income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the reporting period. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

e. Cash and Cash Equivalents

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

f. Trade and other receivables

Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.

Receivables from related parties are recognised and carried at the normal amount due. Interest is taken up as income on an accrual basis.

g. Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed.

Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument.

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

All revenue is stated net of the amount of goods and services tax (GST).

h. Trade and Other Payables

Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the Company during the reporting period which remains unpaid. The balance is recognised as a current liability with the amount being normally paid within 30 days of recognition of the liability.

i. Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

j. Exploration and Evaluation Expenditure

Exploration and evaluation expenditure, including costs of acquiring the licences, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Company has obtained the legal rights to explore the area are recognised in the statement of comprehensive income.

Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:

I. The expenditures are expected to be recouped through successful development and exploitation or from sale of the area of interest; or
II. Activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the areas of interest are continuing.

Exploration and evaluation assets are assessed for impairment if (i) sufficient date exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purpose of impairment testing, exploration and evaluation assets are allocated to cash-generating units to which the exploration activity relates. The cash generating unit shall not be larger than the area of interest.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property, plant and equipment.

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

k. Impairment of assets

At each the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income.

l. Contributed Equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

m. Financial Instruments

Recognition and initial measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at fair value through profit or loss’, in which case transaction costs are expensed to profit or loss immediately.

Classification and subsequent measurement

Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost.

Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. (All other loans and receivables are classified as non-current assets.)

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

Impairment

At the end of each reporting period, the Company assesses whether there is objective evidence that a financial instrument has been impaired.

n. Accounting estimates and judgements

In the process of applying the accounting policies, management has made certain judgements or estimations which have an effect on the amounts recognised in the financial information.

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

Valuation of share based payment transactions

The valuation of share-based payment transactions is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted.

Taxation

The Company is subject to income taxes in Australia. Significant judgement is required when determining the Company’s provision for income taxes. The Company estimates its tax liabilities based on the Company’s understanding of the tax law.

NOTE 2. CASH AND CASH EQUIVALENTS	Audited 30-Jun-12 $	Pro-forma After issue $
Cash and cash equivalents Adjustments to arise at the pro-forma balance: Reviewed balance of White Eagle as at 30 June 2012 Subsequent events: Cash raised on the issue of the Tranche 2 convertible notes Expenditure incurred on Pardoo Project per Farm-in Agreement Repayment of Convertible Notes Pro-forma adjustments: Proceeds from shares issued under this Prospectus Capital raising costs Pro-forma Balance	106,932	1,839,189
		106,932 400,000 (250,000) (33,333)
		116,667 1,720,590 (105,000)
		1,615,590
		1,839,189

NOTE 3. EXPLORATION AND EVALUATION EXPENDITURE	Audited 30-Jun-12 $	Pro-forma After issue $
Exploration and evaluation expenditure Adjustments to arise at the pro-forma balance: Reviewed balance of White Eagle as at 30 June 2012 Subsequent events: Issue of 11.25 million shares to Segue to vary Farm-in Agreement Expenditure incurred on Pardoo Project per Farm-in Agreement Pro-forma Balance	178,030	540,530
		178,030 112,500 250,000
		362,500
		540,530

NOTE 4. BORROWINGS	Audited 30-Jun-12 $	Pro-forma After issue $
Borrowings Adjustments to arise at the pro-forma balance: Reviewed balance of White Eagle as at 30 June 2012 Subsequent events: Issue of the Tranche 2 convertible notes Repayment of Convertible Notes Conversion of Convertible Notes Pro-forma Balance	204,257	4,257
		204,257 400,000 (33,333) (566,667)
		(200,000)
		4,257

NOTE 5. CONTRIBUTED EQUITY	Audited Pro-forma 30-Jun-12 After issue $ $	Audited Pro-forma 30-Jun-12 After issue $ $
Contributed equity Adjustments to arise at the pro-forma balance: Fully paid ordinary share capital Subsequent events: Conversion of Convertible Notes Issue of 11.25 million shares to Segue to vary Farm-in Agreement Pro-forma adjustments: Proceeds from shares issued under this Prospectus Capital raising costs Pro-forma Balance	4,588,633 6,883,390 Number of shares $ 44,100,000 4,588,633 116,708,951 566,667 11,250,000 112,500
	127,958,951 679,167 172,058,951 1,720,590 - (105,000)
	172,058,951 1,615,590
	344,117,902 6,883,390
		Number 2,000,000 2,000,000
Options on issue
Options with an exercise price of $0.20 on or before 1-Jan-2013 Total

NOTE 6: RELATED PARTY DISCLOSURES

Transactions with Related Parties and Directors Interests are disclosed in the Prospectus.

NOTE 7: COMMITMENTS AND CONTINGENCIES

At the date of the report no material commitments or contingent liabilities exist that we are aware of, other than those disclosed in the Prospectus, and those listed below:

Under the revised Farm-in Agreement with Segue, the Company may earn, in two stages up to an initial 50% interest in the nickel and non-iron ore mineral rights associated with the Pardoo Project as follows:

A 30% interest can be earned by spending a minimum of $1 million on the Project within 2 years from the date of re-instatement of the Company to trading on the ASX (“ Commencement Date ”), with a minimum spend of $250,000 on the Project by the earlier of six months from the Commencement Date or 31 December 2012. As at the date of this Report the minimum spend of $250,000 has been met; and
Once a 30% interest is earned then a further 20% (to a total of 50%) interest in the Project can be earned by spending a further minimum total amount of $2 million on the Project within four years from Commencement Date.

APPENDIX 5 WHITE EAGLE RESOURCES LIMITED

HISTORICAL FINANCIAL INFORMATION

White Eagle Resources Limited	Audited for the period ended 30-Jun-11 $
Revenue from continued operations Expenses Other expenses Exploration expenditure written off Finance costs Impairment of assets Personal expenses Professional fees Share based payments Loss before income tax expense Income tax benefit/(expense) Net Loss for the period	39,177 (354,995) (2,586,084) (4,325) (28,138) (147,711) (424,212) (100)
	(3,506,388) -
	(3,506,388)

White Eagle Resources Limited	Audited as at 30-Jun-11 $
CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON CURRENT ASSETS Plant and equipment Exploration and evaluation expenditure TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES NET ASSETS EQUITY Contributed equity Share based payment reserve Accumulated losses TOTAL EQUITY	1,385,486 136,841
	1,522,327 99,001 47,011
	146,012
	1,668,339
	340,230
	340,230
	1,328,109 4,592,318 242,180 (3,506,389)
	1,328,109

Note: White Eagle Resources Limited (formerly Red October Resources Limited) was incorporated on 17 December 2010.

10. SOLICITOR’S REPORT ON TENEMENTS

867051_3

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20 December 2012

White Eagle Resources Limited Level 8 225 St Georges Terrace PERTH WA 6000

Dear Sirs

SOLICITOR’S REPORT ON TENEMENTS

This Report is prepared for inclusion in a prospectus for the issue of one (1) fully paid ordinary share (Share) in the capital of White Eagle Resources Limited (Company) for every one (1) Share held by shareholders of the Company at an issue price of $0.01 per Share to raise up to $1,720,590 (Prospectus).

1. SCOPE

We have been requested to report on certain mining tenements, being E45/1866-1, E45/2146-1, E45/3383 and E45/3464, in which the Company has an interest (the Tenements).

The Tenements are located in Western Australia. Details of the Tenements are set out in Part I of the attached Schedule, which forms part of this Report.

2. SEARCHES

For the purposes of this Report, we have conducted searches and made enquiries in respect of all of the Tenements as follows:

(a) we have obtained searches of the Tenements from the registers maintained by the Western Australian Department of Mines and Petroleum (DMP). These searches were conducted on 19 December 2012. Key details on the status of the Tenements are set out in Part I of the Schedule;
(b) we have obtained extracts of registered native title claims and indigenous land use agreements (ILUAs) that apply to the Tenements, as registered by the National Native Title Tribunal (NNTT). This material was obtained on 18 December 2012. Details of the native title claims and

ILUAs (if any) are set out in Section 7 of this Report and Part II of the Schedule;

(c) we have undertaken searches of the online register of Aboriginal heritage sites maintained by the Western Australian Department of Indigenous Affairs (DIA) to ascertain if any Aboriginal sites or objects have been registered in the vicinity of the Tenements (Heritage Searches). These searches were conducted on 17 December 2012. These searches showed no Aboriginal heritage sites in the Tenement areas;
(d) we have obtained quick appraisal user searches of Tengraph which is maintained by the DMP to obtain details of features or interests affecting the Tenements (Tengraph Searches). These searches were conducted on 17 December 2012. Details of any material issues identified from the Tengraph Searches are set out in the notes to Part 1 of this Report; and
(e) we have reviewed all material agreements relating to the Tenements provided to us or registered as dealings against the Tenements as at the date of the DMP searches and have summarised the material terms (details of which are set out in Section 12 of the Prospectus).

3. OPINION

As a result of our searches and enquiries, but subject to the assumptions and qualifications set out in this Report, we are of the view that, as at the date of the relevant searches:

(a) (Company’s Interest): this Report provides an accurate statement as to the Company’s interest in the Tenements;
(b) (Good Standing): this Report provides an accurate statement as to the validity and good standing of the Tenements; and
(c) (Third party interests): this Report provides an accurate statement as to third party interests, including encumbrances, in relation to the Tenements.

4. EXECUTIVE SUMMARY

Subject to the qualifications and assumptions in this Report, we consider the following to be material issues in relation to the Tenements:

(a) (Crown land) Land the subject of the Tenements overlaps Crown land. Further details are provided in Section 8 of this Report. The Mining Act imposes prohibitions on prospecting, exploration and mining activities and restrictions on access to certain parts of mining tenements that overlap Crown land without the prior agreement of the occupier which commonly involves the tenement holder paying compensation to the occupier of the Crown land. Although the Company will be able to undertake its proposed activities on those parts of the granted Tenements not covered by the prohibitions and pass over those parts of the Tenements to which the restrictions do not apply immediately upon listing on ASX, the Company should consider entering into access and compensation agreements with the occupiers of the Crown land upon commencement of those activities in the event further activities are

required on other areas of the Tenements which are subject to prohibitions or restrictions.

(b) (Company’s Interest): The Company is not the registered holder of any of the Tenements contained within Part I of the Schedule. The Company however has the right to earn up to an initial 51% in the mineral rights associated with the Tenements pursuant to a Farmin Agreement with Segue Resources Limited, as summarised at Section 12 of the Prospectus.
(c) (Native title): The Tenements are the subject of a native title determination set out in Section 7.3. The Tenements are also the subject of an indigenous land use agreement (ILUA) with the Ngarla claim group.
(d) (Aboriginal Heritage): No Aboriginal sites were identified from the Heritage Searches. However, there is no obligation under the relevant legislation to register sites or objects. Accordingly, an Aboriginal site may exist in the area of Tenements that has not have been recorded in the Register of Aboriginal Sites but remains fully protected under the Aboriginal Heritage Act 1972 (WA).

5. DESCRIPTION OF THE TENEMENTS

The Tenements comprise exploration licences granted under the Mining Act 1978 (WA) (Mining Act). Part 1 of the Schedule provides a list of the Tenements. The following provides a description of the nature and key terms of exploration licences as set out in the Mining Act.

5.1 Exploration Licence

Application: A person may lodge an application for an exploration licence and the Minister decides whether to grant the application. An application for an exploration licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.

Rights: The holder of an exploration licence is entitled to enter the land and undertake operations for the purposes of exploration for minerals.

Term: An exploration licence has a term of 5 years from the date of grant. The Minister may extend the term where:

the exploration licence was granted before 10 February 2006, by a further period or periods of 1 or 2 years; and
the exploration licence was granted after 10 February 2006, by a further period of 5 years followed by a further period or periods of 2 years.

Where an exploration licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

Retention Status: The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Minister may approve the application where there is an identified mineral resource within the exploration licence but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease. The holder of an exploration

licence applied for or granted before 10 February 2006, can apply for a retention licence (see below).

Conditions: Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. A failure to comply with these conditions may lead to forfeiture of the exploration licence.

Relinquishment: The holder of an exploration licence granted or applied for before 10 February 2006 must relinquish not less than half of the blocks comprising the licence at the end of the third year. A further relinquishment of not less than half of the remaining blocks is required at the end of the fourth year. The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year.

Priority to apply for Mining Lease: The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to the expiry of the exploration licence. The exploration licence remains in force until the application for the mining lease is determined.

Transfer: No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister. Thereafter, there is no restriction on transfer or other dealing.

Reversion Application: The Mining Act allowed the holder of an exploration licence who had applied for a mining lease before 10 February 2006 to lodge an application between 11 February 2006 and 10 February 2007 for an exploration licence or prospecting licence in lieu of the grant of the mining lease. The Mining Act provides that reversion applications are deemed to be transferred to a transferee of the underlying exploration licence.

6. ABORIGINAL HERITAGE

There may be areas or objects of Aboriginal heritage located on the Tenements.

We have undertaken searches to ascertain if any Aboriginal sites or objects have been registered in the vicinity of the Tenements, however, as there is no obligation under the relevant legislation to register sites or objects the Heritage Searches are therefore inconclusive. Furthermore, the exact location of Aboriginal sites cannot be ascertained from these searches.

The Company must ensure that it does not breach the Commonwealth and applicable State legislation relating to Aboriginal heritage as set out below. To ensure that it does not contravene such legislation, it would be prudent for the Company (and it would accord with industry practice and Aboriginal expectations) to conduct heritage surveys to determine if any Aboriginal sites or objects exist within the area of the Tenements. Any interference with these sites or objects must be in strict conformity with the provisions of the relevant legislation. It may also be necessary for the Company to enter into separate arrangements with the traditional owners of the sites.

6.1 Commonwealth Legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Commonwealth Heritage Act) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

6.2 Western Australian Legislation

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) (WA Heritage Act).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons.

The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is no requirement for a site to be registered and the WA Heritage Act protects all registered and unregistered sites.

7. NATIVE TITLE

7.1 Introduction

This section of the Report examines the effect of native title on the Tenements.

The existence of native title rights held by indigenous Australians was first recognised in Australia in 1992 by the High Court in the case Mabo v. Queensland (no.2) (1992) 175 CLR 1 (Mabo no.2).

Mabo no. 2 held that certain land tenure existing as at the date of that case, including mining tenements, where granted or renewed without due regard to native title rights, were invalid.

As a result of Mabo no. 2, the Native Title Act 1993 (Cth) (NTA) was passed to:

(a) provide a process for indigenous people to lodge claims for native title rights over land, for those claims to be registered by the National Native Title Tribunal (NNTT) and for the Courts to assess native title claims and determine if native title rights exist. Where a Court completes the assessment of a native title claim, it will issue a native title determination that specifies whether or not native title rights exist;
(b) provide (together with associated State legislation) that any land tenures granted or renewed before 1 January 1994 were valid despite Mabo no. 2. This retrospective validation of land tenure was subsequently extended by the NTA to include freehold and certain

leasehold (including pastoral leases) granted or renewed before 23 December 1996; and

(c) provide that an act that may affect native title rights (such as the grant or renewal of a mining tenement) carried out after 23 December 1996 (a Future Act) must comply with certain requirements for the Future Act to be valid under the NTA. These requirements are called the Future Act Provisions.

The Future Act Provisions are summarised in Section 7.2 below, following which the Report identifies:

(a) native title claims and determinations that are registered against the Tenements (see Section 7.3);
(b) Tenements which have been retrospectively validated under the NTA as being granted before 23 December 1996 (see Section 7.4);
(c) Tenements which have been granted after 23 December 1996 and as such will need to have been granted following compliance with the Future Act Provisions to be valid under the NTA. This Report assumes that the Future Act Provisions have been complied with in relation to these Tenements (see Section 7.4); and
(d) Tenements which are yet to be granted and which may need to comply with the Future Act Provisions in order to be valid under the NTA (see Section 7.4).

Note that the grant of a Tenement does not need to comply with the Future Act Provisions if in fact native title has never existed over the land covered by the Tenement, or has been validly extinguished prior to the grant of the Tenement. We have not undertaken the extensive research needed to determine if in fact native title does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (eg in relation to freehold land), the usual practice of the State is to comply with the Future Act Provisions when granting a Tenement. This ensures the grant will be valid in the event a court determines that native title rights do exist over the land subject to the Tenement and as such, the Future Act Provisions apply.

Where a Tenement has been retrospectively validated or validly granted under the NTA, the rights under the Tenement prevail over any inconsistent native title rights.

7.2 Future Act Provisions

The Future Act Provisions vary depending on the Future Act to be carried out. In the case of the grant of a mining tenement, typically there are three alternatives: the Right to Negotiate, an Indigenous Land Use Agreement (ILUA) and the Expedited Procedure. These are summarised below.

Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the applicant for the Tenement and any registered native title claimants and holders of native title rights. The aim is to agree the terms on which the Tenement can be granted. The applicant for the Tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders

of native title. The parties may also agree on conditions that will apply to activities carried out on the Tenement (eg in relation to heritage surveys).

If agreement is not reached to enable the Tenement to be granted, the matter may be referred to arbitration before the NNTT, which has six (6) months to decide whether the Tenement can be granted and if so, on what conditions. The NNTT usually requires the parties to have had at least 6 months of negotiations before it will accept a referral for arbitration.

ILUA

An ILUA is a contractual arrangement governed by the NTA. Under the NTA, an ILUA must be negotiated with all registered native title claimants for a relevant area. The State and the applicant for the Tenement are usually the other parties to the ILUA.

An ILUA must set out the terms on which a tenement can be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title in return for the grant of the Tenement being approved. These obligations pass to a transferee of the tenement.

Once an ILUA is agreed and registered, it binds the whole native title claimant group and all holders of native title in the area (including future claimants), even though they may not be parties to it.

The Tenements are overlapped by an ILUA, WI2006/002.

Expedited Procedure

The NTA establishes a simplified process for the carrying out of a Future Act that is unlikely to adversely affect native title rights (Expedited Procedure). The grant of a tenement can occur under the Expedited Procedure if:

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

If the State considers the above criteria are satisfied, it commences the Expedited Procedure by giving notice of the proposed grant of the Tenement in accordance with the NTA. Persons have until three (3) months after the notification date to take steps to become a registered native title claimant or native title holder in relation to the land to be subject to the Tenement.

If there is no objection lodged by a registered native title claimant or a native title holder within four (4) months of the notification date, the State may grant the Tenement.

If one or more registered native title claimants or native title holders object within that four (4) month notice period, the NNTT must determine whether the grant is

an act attracting the Expedited Procedure. If the NNTT determines that the Expedited Procedure applies, the State may grant the Tenement. Otherwise, the Future Act Provisions (eg Right to Negotiate or ILUA) must be followed before the Tenement can be granted.

The State of Western Australia currently follows a policy of granting prospecting and exploration licenses under the Expedited Procedure where the applicant has entered into a standard aboriginal heritage agreement with the relevant registered native title claimants and native title holders. The standard heritage agreement (and ancillary agreements) usually provide for payment of compensation by the applicant for the tenement and conditions that apply to activities carried out within the tenement.

7.3 Registered Native Title Claims and Determinations

Our searches indicate that the Tenements are subject to the following registered native title claims and determinations.

Tenement	Native Title Claim	Native Title Determination
E 45/1866-I	Nil	WAD6185/98
E 45/2146-I	Nil	WAD6185/98
E 45/3383	Nil	WAD6185/98
E 45/3464	Nil	WAD6185/98

The status of the native title claims is summarised in Part II of the Schedule.

The native title claimants and holders of native title under the determinations are entitled to certain rights under the Future Act Provisions.

7.4 Validity of Tenements under the NTA

The sections below examine the validity of the Tenements under the NTA.

Tenements granted after 23 December 1996

Our searches indicate that the following Tenements were granted after 23 December 1996.

Tenement	Date of Grant
E 45/1866-I	28/02/2011
E 45/2146-I	05/10/2004
E 45/3383	20/10/2009
E 45/3464	14/04/2010

We have assumed that the Tenements were granted in accordance with the Future Act Provisions and, as such, are valid under the NTA.

8. PASTORAL LEASES

The Tenements are overlapped by pastoral leases as set out in the table below:

Tenement	Pastoral Lease	% Overlap
E45/1866	PL 3114/446 (Pardoo)	86.1%
E45/2146	PL 3114/446 (Pardoo) PL 398/718 (Pardoo)	50.8% 49.2%
E45/3383	PL 3114/446 (Pardoo)	96.4%
E45/3464	PL 3114/446 (Pardoo) PL 398/718 (Pardoo)	28.7% 71.3%

The Mining Act:

(a) prohibits the carrying out of mining activities on or near certain improvements and other features (such as livestock and crops) on Crown land (which includes a pastoral lease) without the consent of the lessee;
(b) imposes certain restrictions on a mining tenement holder passing through Crown land, including requiring that all necessary steps are taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock; and
(c) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land (i.e. the pastoral lessee) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land.

We have been advised by the Company and the Company has confirmed that to the best of its knowledge it is not aware of any improvements and other features on the land the subject of the pastoral leases which overlaps the Tenements which would require the Company to obtain the consent of the occupier or lease holder or prevent the Company from undertaking its proposed mining activities on the Tenements.

Upon commencing mining operations on the Tenements, the Company should consider entering into a compensation and access agreement with the pastoral lease holder to ensure the requirements of the Mining Act are satisfied and to avoid any disputes arising. In the absence of agreement, the Warden’s Court determines compensation payable.

The DMP imposes standard conditions on mining tenements that overlay pastoral leases.

9. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

(a) we have assumed the accuracy and completeness of all Tenement searches, register extracts and other information or responses which

were obtained from the relevant department or authority including the NNTT;

(b) we assume that the registered holder of a Tenement has valid legal title to the Tenement;
(c) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our searches and the information provided to us;
(d) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;
(e) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements complied with the applicable Future Act Provisions;
(f) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;
(g) unless apparent from our searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;
(h) with respect to the application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;
(i) references in the Schedule to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey; and
(j) the information in the Schedule is accurate as at the date the relevant searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the searches and the date of the Prospectus.

10. CONSENT

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

Yours faithfully

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STEINEPREIS PAGANIN

TENEMENT REGISTERED HOLDER / APPLICANT SHARES HELD GRANT DATE EXPIRY DATE AREA SIZE (Blocks) ANNUAL RENT (NEXT RENTAL YEAR) MINIMUM ANNUAL EXPENDITURE ENCUMBRAN CES/ DEALINGS BONDS NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAs Heritage Sites NOTES E 45/1866 Segue (Pardoo) Ltd 100/100 09/02/2004 08/02/2013 34 $15,850.80 for year end 8/2/2013 Paid in Full Previous Tenements Yr to 08/02/2012 – Expended in Full Current Tenement Yr to 08/02/2013 - $102,000.00 commitment. Caveat 313922 to Mithril Resources Ltd over 65/100 shares $10,000 WAD6185/98 WI2006/002 - 1, 2, 5 – 15, 18 & 19 E 45/2146 Segue (Pardoo) Ltd 100/100 05/10/2004 04/10/2013 10 $4,662.00 for year end 4/10/2013 Paid in Full Previous Tenement Yr to 04/10/12012 – Not Expended in Full. Expenditure exemption pending. Current Tenement Yr to 04/10/2013 - $70,000 minimum expenditure commitment. Caveat 313923 to Mithril Resources Ltd over 65/100 shares 215223 – St George Bank - $15,000 – 20/05/2005 WAD6185/98 WI2006/002 - 1, 2, 5 – 11, & 16 – 19 E 45/3383 Segue (Pardoo) Ltd 100/100 20/10/2009 19/10/2014 3 $544.35 due for year end 19/10/2013 Paid in Full Previous Tenement Yr to 19/10/2012 – under expended $11,459.00. Expenditure exemption pending. Current Tenement Yr to 19/10/2012 $20,000.00 commitment - - - - 1, 3 – 13, 15, 18 & 19 E 45/3464 Segue (Pardoo) Ltd 100/100 14/04/2010 13/04/2015 5 $907.25 due for year end 13/4/2014 Previous Tenement Yr to 13/04/2012 – Expended in Full. Current Tenement Yr to 13/04/2013 - $15,000.00 commitments. - - - - 1, 3 – 11, 18 & 19 Key to Tenement Schedule E – Exploration Licence	TENEMENT REGISTERED HOLDER / APPLICANT SHARES HELD GRANT DATE EXPIRY DATE AREA SIZE (Blocks) ANNUAL RENT (NEXT RENTAL YEAR) MINIMUM ANNUAL EXPENDITURE ENCUMBRAN CES/ DEALINGS BONDS NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAs Heritage Sites NOTES E 45/1866 Segue (Pardoo) Ltd 100/100 09/02/2004 08/02/2013 34 $15,850.80 for year end 8/2/2013 Paid in Full Previous Tenements Yr to 08/02/2012 – Expended in Full Current Tenement Yr to 08/02/2013 - $102,000.00 commitment. Caveat 313922 to Mithril Resources Ltd over 65/100 shares $10,000 WAD6185/98 WI2006/002 - 1, 2, 5 – 15, 18 & 19 E 45/2146 Segue (Pardoo) Ltd 100/100 05/10/2004 04/10/2013 10 $4,662.00 for year end 4/10/2013 Paid in Full Previous Tenement Yr to 04/10/12012 – Not Expended in Full. Expenditure exemption pending. Current Tenement Yr to 04/10/2013 - $70,000 minimum expenditure commitment. Caveat 313923 to Mithril Resources Ltd over 65/100 shares 215223 – St George Bank - $15,000 – 20/05/2005 WAD6185/98 WI2006/002 - 1, 2, 5 – 11, & 16 – 19 E 45/3383 Segue (Pardoo) Ltd 100/100 20/10/2009 19/10/2014 3 $544.35 due for year end 19/10/2013 Paid in Full Previous Tenement Yr to 19/10/2012 – under expended $11,459.00. Expenditure exemption pending. Current Tenement Yr to 19/10/2012 $20,000.00 commitment - - - - 1, 3 – 13, 15, 18 & 19 E 45/3464 Segue (Pardoo) Ltd 100/100 14/04/2010 13/04/2015 5 $907.25 due for year end 13/4/2014 Previous Tenement Yr to 13/04/2012 – Expended in Full. Current Tenement Yr to 13/04/2013 - $15,000.00 commitments. - - - - 1, 3 – 11, 18 & 19 Key to Tenement Schedule E – Exploration Licence	TENEMENT REGISTERED HOLDER / APPLICANT SHARES HELD GRANT DATE EXPIRY DATE AREA SIZE (Blocks) ANNUAL RENT (NEXT RENTAL YEAR) MINIMUM ANNUAL EXPENDITURE ENCUMBRAN CES/ DEALINGS BONDS NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAs Heritage Sites NOTES E 45/1866 Segue (Pardoo) Ltd 100/100 09/02/2004 08/02/2013 34 $15,850.80 for year end 8/2/2013 Paid in Full Previous Tenements Yr to 08/02/2012 – Expended in Full Current Tenement Yr to 08/02/2013 - $102,000.00 commitment. Caveat 313922 to Mithril Resources Ltd over 65/100 shares $10,000 WAD6185/98 WI2006/002 - 1, 2, 5 – 15, 18 & 19 E 45/2146 Segue (Pardoo) Ltd 100/100 05/10/2004 04/10/2013 10 $4,662.00 for year end 4/10/2013 Paid in Full Previous Tenement Yr to 04/10/12012 – Not Expended in Full. Expenditure exemption pending. Current Tenement Yr to 04/10/2013 - $70,000 minimum expenditure commitment. Caveat 313923 to Mithril Resources Ltd over 65/100 shares 215223 – St George Bank - $15,000 – 20/05/2005 WAD6185/98 WI2006/002 - 1, 2, 5 – 11, & 16 – 19 E 45/3383 Segue (Pardoo) Ltd 100/100 20/10/2009 19/10/2014 3 $544.35 due for year end 19/10/2013 Paid in Full Previous Tenement Yr to 19/10/2012 – under expended $11,459.00. Expenditure exemption pending. Current Tenement Yr to 19/10/2012 $20,000.00 commitment - - - - 1, 3 – 13, 15, 18 & 19 E 45/3464 Segue (Pardoo) Ltd 100/100 14/04/2010 13/04/2015 5 $907.25 due for year end 13/4/2014 Previous Tenement Yr to 13/04/2012 – Expended in Full. Current Tenement Yr to 13/04/2013 - $15,000.00 commitments. - - - - 1, 3 – 11, 18 & 19 Key to Tenement Schedule E – Exploration Licence	TENEMENT REGISTERED HOLDER / APPLICANT SHARES HELD GRANT DATE EXPIRY DATE AREA SIZE (Blocks) ANNUAL RENT (NEXT RENTAL YEAR) MINIMUM ANNUAL EXPENDITURE ENCUMBRAN CES/ DEALINGS BONDS NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAs Heritage Sites NOTES E 45/1866 Segue (Pardoo) Ltd 100/100 09/02/2004 08/02/2013 34 $15,850.80 for year end 8/2/2013 Paid in Full Previous Tenements Yr to 08/02/2012 – Expended in Full Current Tenement Yr to 08/02/2013 - $102,000.00 commitment. Caveat 313922 to Mithril Resources Ltd over 65/100 shares $10,000 WAD6185/98 WI2006/002 - 1, 2, 5 – 15, 18 & 19 E 45/2146 Segue (Pardoo) Ltd 100/100 05/10/2004 04/10/2013 10 $4,662.00 for year end 4/10/2013 Paid in Full Previous Tenement Yr to 04/10/12012 – Not Expended in Full. Expenditure exemption pending. Current Tenement Yr to 04/10/2013 - $70,000 minimum expenditure commitment. Caveat 313923 to Mithril Resources Ltd over 65/100 shares 215223 – St George Bank - $15,000 – 20/05/2005 WAD6185/98 WI2006/002 - 1, 2, 5 – 11, & 16 – 19 E 45/3383 Segue (Pardoo) Ltd 100/100 20/10/2009 19/10/2014 3 $544.35 due for year end 19/10/2013 Paid in Full Previous Tenement Yr to 19/10/2012 – under expended $11,459.00. Expenditure exemption pending. Current Tenement Yr to 19/10/2012 $20,000.00 commitment - - - - 1, 3 – 13, 15, 18 & 19 E 45/3464 Segue (Pardoo) Ltd 100/100 14/04/2010 13/04/2015 5 $907.25 due for year end 13/4/2014 Previous Tenement Yr to 13/04/2012 – Expended in Full. Current Tenement Yr to 13/04/2013 - $15,000.00 commitments. - - - - 1, 3 – 11, 18 & 19 Key to Tenement Schedule E – Exploration Licence	TENEMENT REGISTERED HOLDER / APPLICANT SHARES HELD GRANT DATE EXPIRY DATE AREA SIZE (Blocks) ANNUAL RENT (NEXT RENTAL YEAR) MINIMUM ANNUAL EXPENDITURE ENCUMBRAN CES/ DEALINGS BONDS NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAs Heritage Sites NOTES E 45/1866 Segue (Pardoo) Ltd 100/100 09/02/2004 08/02/2013 34 $15,850.80 for year end 8/2/2013 Paid in Full Previous Tenements Yr to 08/02/2012 – Expended in Full Current Tenement Yr to 08/02/2013 - $102,000.00 commitment. Caveat 313922 to Mithril Resources Ltd over 65/100 shares $10,000 WAD6185/98 WI2006/002 - 1, 2, 5 – 15, 18 & 19 E 45/2146 Segue (Pardoo) Ltd 100/100 05/10/2004 04/10/2013 10 $4,662.00 for year end 4/10/2013 Paid in Full Previous Tenement Yr to 04/10/12012 – Not Expended in Full. Expenditure exemption pending. Current Tenement Yr to 04/10/2013 - $70,000 minimum expenditure commitment. Caveat 313923 to Mithril Resources Ltd over 65/100 shares 215223 – St George Bank - $15,000 – 20/05/2005 WAD6185/98 WI2006/002 - 1, 2, 5 – 11, & 16 – 19 E 45/3383 Segue (Pardoo) Ltd 100/100 20/10/2009 19/10/2014 3 $544.35 due for year end 19/10/2013 Paid in Full Previous Tenement Yr to 19/10/2012 – under expended $11,459.00. Expenditure exemption pending. Current Tenement Yr to 19/10/2012 $20,000.00 commitment - - - - 1, 3 – 13, 15, 18 & 19 E 45/3464 Segue (Pardoo) Ltd 100/100 14/04/2010 13/04/2015 5 $907.25 due for year end 13/4/2014 Previous Tenement Yr to 13/04/2012 – Expended in Full. Current Tenement Yr to 13/04/2013 - $15,000.00 commitments. - - - - 1, 3 – 11, 18 & 19 Key to Tenement Schedule E – Exploration Licence
NOTES	1, 2, 5 – 15, 18 & 19	1, 2, 5 – 11, & 16 – 19	1, 3 – 13, 15, 18 & 19	1, 3 – 11, 18 & 19
Heritage Sites	-	-	-	-
	WAD6185/98 WI2006/002	WAD6185/98 WI2006/002	-	-
NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAs

BONDS	$10,000	215223 – St George Bank - $15,000 – 20/05/2005	-	-
	Caveat 313922 to Mithril Resources Ltd over 65/100 shares	Caveat 313923 to Mithril Resources Ltd over 65/100 shares	-	-
ENCUMBRAN CES/ DEALINGS

MINIMUM ANNUAL EXPENDITURE	Previous Tenements Yr to 08/02/2012 – Expended in Full Current Tenement Yr to 08/02/2013 - $102,000.00 commitment.	Previous Tenement Yr to 04/10/12012 – Not Expended in Full. Expenditure exemption pending. Current Tenement Yr to 04/10/2013 - $70,000 minimum expenditure commitment.	Previous Tenement Yr to 19/10/2012 – under expended $11,459.00. Expenditure exemption pending. Current Tenement Yr to 19/10/2012 $20,000.00 commitment	Previous Tenement Yr to 13/04/2012 – Expended in Full. Current Tenement Yr to 13/04/2013 - $15,000.00 commitments.
	$15,850.80 for year end 8/2/2013 Paid in Full	$4,662.00 for year end 4/10/2013 Paid in Full	$544.35 due for year end 19/10/2013 Paid in Full	$907.25 due for year end 13/4/2014
ANNUAL RENT (NEXT RENTAL YEAR)

AREA SIZE (Blocks)	34	10	3	5
EXPIRY DATE	08/02/2013	04/10/2013	19/10/2014	13/04/2015
GRANT DATE	09/02/2004	05/10/2004	20/10/2009	14/04/2010
SHARES HELD	100/100	100/100	100/100	100/100
	Segue (Pardoo) Ltd	Segue (Pardoo) Ltd	Segue (Pardoo) Ltd	Segue (Pardoo) Ltd
REGISTERED HOLDER / APPLICANT

TENEMENT	E 45/1866	E 45/2146	E 45/3383	E 45/3464

The licensee’s attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.	The licensee pursuant to the approval of the Minister responsible for the Mining Act 1978 under section 111 of the Mining Act 1978 is authorised to explore for iron.	The licensee’s attention is drawn to the Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.	The grant of this licence does not include the land the subject of prior Exploration Licence 45/1866. If the prior licence expires, is surrendered or forfeited that land may be included in this licence, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled "Transitional provisions relating to Geocentric Datum of Australia".	All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion.	All costeans and other disturbances to the surface of the land made as a result of exploration, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, DMP. Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.	All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.	Unless the written approval of the Environmental Officer, DMP is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.	The licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment.	The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of:- · the grant of the Licence; or · registration of a transfer introducing a new Licensee; advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.	No interference with optic fibre cable or the installations in connection therewith, and the rights of ingress and egress from the facility being at all times presented to the owners thereof.	No excavation, excepting shafts, approaching closer to the Great Northern highway, Highway verge or the road reserve than a distance equal to twice the depth of the excavation and mining on the Great Northern Highway or Highway verge being confined to below a depth of 30 metres from the natural surface, and on any other road or road verge, to below a depth of 15 metres from the natural surface.	No interference with Geodetic Survey Station PH38, PH149, PH150, PH151, PH152, PH153, PH 180 and H6-1204 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.	Consent to Mine on Stock Route Reserve 9700 granted subject to: · No mining operations being carried out on Stock Route Reserve 9700 which restrict use of the reserve. · The licensee arranging lodgement of a Bond in favour of the Mininster responsible for the Mining Act 1978 for due compliance with the environmental conditions of the licence in the sum of $10,000.	In respect to the area outlined in “red” (FNA 7672) as shown in TENGRAPH the following condition shall apply: · No prospecting, exploration or mining activities being conducted that will interfere with or endanger the construction or operation of the Gas/Petroleum pipeline and associated facilities and rights of ingress to and egress from the area being at all times preserved to the holders, their employees, agents and contractors.	The prior written consent of the Minister for State Development being obtained before commencing mining on Microwave Translator Site Reserve 38768.
1.	2.	3.	4.	5.	6.	7.	8.	9.	10.	11.	12.	13.	14.	15.	16.

In respect to the area within 25 metres of either side of the Port Hedland to Telfer Gas Pipeline (Safety Zone): · No mining within the Safety Zone. · No surface excavation approaching closer to the boundary of the Safety Zone than a distance equal to three times the depth of the excavation without theprior written approval of the State Mining Engineer. · No interference with the drainage pattern, and no parking, storage or movement of equipment or vehicles used in the course of mining within the Safety Zone without the prior approval of the operators of the Gas/Petroleum pipeline. · The licensee shall not excavate, drill, install, erect, deposit or permit to be excavated, drilled, installed, erected or deposited within the Safety Zone, any pit, well, pavement, foundation, building, or other structure or installation, or material of any nature whatsoever without the prior written consent of the State Mining Engineer. · No explosives being used or stored within one hundred and fifty (150) metres of the Gas/Petroleum pipeline without the prior written consent of the State Mining Engineer. · Mining on the Safety Zone being confined to below a depth of 50 metres from the natural surface unless otherwise approved by the State Mining Engineer. · The rights of ingress to and egress from the pipeline easement being at all times preserved for employees, contractors and agents of the operators of the Gas pipeline. · Such further conditions as may from time to time be imposed by the Minister for State Development for the purpose of protecting the Gas/Petroleum pipeline.
	Description	Each of the Tenements is within a Ground Water Area (GWA/10, Canning-Kimberley), managed by the Department of Water . The Rights in Water and Irrigation Act 1914 (WA) prohibits the abstraction of groundwater (water that occupies the pores and crevices of rock or soil) from a proclaimed groundwater area unless a current licence to construct/alter a well and a licence to take groundwater has been issued by the DoW. Water licence allocations are aimed at ensuring equitable use of the state’s water resources between licence holders and protectin the long-term security of the resources. The DoW has released guidelines to set out its regulatory requirements for mining projects. The approval requirements for a particular project will vary depending on the local water regime, the scale and the details of the proposed mining operation.	Each of the Tenements is within a Surface Water Area (SWA/30, Pilbara), managed by the Department of Water. A Surface Water Area is proclaimed for the purposes of regulating the taking of water from watercourses and wetlands. An area is proclaimed, or prescribed through regulations, where there is a need for systematic management of the use of water. The proclamation is made on the recommendation of the Department of Water and must first be tabled before both Houses of Parliament. Proclaiming or prescribing an area has the effect of allowing the use of water for commercial activity under a licence. Where an area has been proclaimed, the provisions of Division 1B of Part III of the Act apply to surface water in that area
	Land Type	Ground Water Area	Surface Water Area
17.		18.	19.

PART II

STATUS OF NATIVE TITLE CLAIMS

TRIBUNAL NUMBER	FEDERAL COURT NUMBER	DETERMINATION NAME	REGISTERED	IN MEDIATION	STATUS
WC99/26	WAD6185/98	Ngarla (Part Determined)	Yes	Yes	Partially determined

ILUAs

TRIBUNAL NUMBER	NAME	Registration date
WI2006/002	Ngarla Pastoral ILUA	21/11/2007

11. CORPORATE GOVERNANCE

11.1 ASX Corporate Governance Council Principles and Recommendations

Our 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, our Company has adopted The Corporate Governance Principles and Recommendations (2nd Edition) as published by ASX Corporate Governance Council (Recommendations).

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.

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below and the Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website www.redoctober.net.au.

Board of directors

The Board is responsible for 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:

(a) maintain and increase Shareholder value;
(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and
(c) ensure compliance with the Company’s legal and regulatory objectives.

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

(a) developing initiatives for profit and asset growth;
(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;
(c) acting on behalf of, and being accountable to, the Shareholders; and
(d) 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 discussions on a fully-informed basis.

867051_3

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:

(a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and
(b) the principal criterion for the appointment of new Directors 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 membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s professional advisors, has been committed to by the Board.

Identification and management of risk

The Board’s collective experience will enable accurate 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.

Ethical standards

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

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.

Remuneration arrangements

The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that 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 Directors’ 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 current amount has been set at an amount not to exceed $250,000 per annum.

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, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

867051_3

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 consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors’ 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.

Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the managing director). The policy generally provides that the written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading.

External audit

The Company in general meetings is 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.

Audit committee

The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but 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 and risk management systems and the external audit function.

Diversity policy

The Company is not at a size at the moment that justifies having a separate diversity policy. The Company will endeavour to adopt a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

11.2 Departures from Recommendations

Following admission to the Official List of ASX, the Company will be required to report any departures from the Recommendations in its annual financial report.

The Company’s compliance and departures from the Recommendations as at the date of this Prospectus are set out on the following pages.

867051_3

		The Directors monitor the business affairs of the Company on behalf of Shareholders and have formally adopted a corporate governance policy which is designed to encourage Directors to focus their attention on accountability, risk management and ethical conduct.	The Board reviews the remuneration policies applicable to all Directors and Executive Officers on an as needed basis.	The Company will explain any departures from best practice recommendations 1.1 and 1.2 in its future annual reports, including whether a performance evaluation for senior executives has taken place in the reporting period and whether it was in accordance with the process disclosed.		A majority of the directors are currently independent with two out of three being independent.	The chairman is currently independent.	There is no chief executive officer role being fulfilled. The Company intends to seek out and appoint a chief executive officer in the future, however, due to the current limited size of the Company’s operations it may not be appropriate to appoint a chief executive officer for some time.	The Company is not at a size at the moment that justifies having a separate Nomination Committee. However, matters typically dealt with by such a committee are dealt with by the Board of Directors.	The Board has not developed a formal process for performance evaluation at this time. The performance of all executive directors will be reviewed at least annually by the Chair, with directors whose performance is unsatisfactory being asked to retire.	The Company will provide details of each director, such as their skills, experience and expertise relevant to their position, together with an explanation of any departures from best practice recommendations 2.1, 2.2, 2.3, 2.4 and 2.5, in its
COMMENT

		Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.	Companies should disclose the process for evaluating the performance of senior executives.	Companies should provide the information indicated in the_Guide to reporting on Principle 1_.	Structure the board to add value	A majority of the board should be independent directors.	The chair should be an independent director.	The roles of chair and chief executive officer should not be exercised by the same individual.	The board should establish a nomination committee.	Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.	Companies should provide the information indicated in the_Guide to reporting on Principle 2_.
PRINCIPLES AND RECOMMENDATIONS	Lay solid foundations for management and oversight

		1.1	1.2	1.3	2.	2.1.	2.2.	2.3.	2.4.	2.5.	2.6.
	1.

COMMENT	annual reports.		A Corporate Code of Conduct is included within the Company’s Corporate Governance Plan.	The Company has not yet adopted a diversity policy as part of its Corporate Governance Plan.	The Board will review progress against any objectives identified on an annual basis.	The Board will disclose in its annual report the proportion of women employees, women in senior executive positions and women on the board.	The Board will include in the Annual Report each year: • measurable objectives, if any, set by the Board; • progress against the objectives; and
PRINCIPLES AND RECOMMENDATIONS		Promote ethical and responsible decision-making	Companies should establish a code of conduct and disclose the code or a summary of the code as to: • the practices necessary to maintain confidence in the company’s integrity • the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders • the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.	Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measureable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them.	Companies should disclose in each annual report the measureable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress in achieving them.	Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.	Companies should provide the information indicated in the_Guide to reporting on Principle 3_.
		3.	3.1.	3.2.	3.3.	3.4.	3.5.

COMMENT	• the proportion of women employees in the whole organisation, at senior management level and at Board level		The Company is not of a size at the moment that justifies having a separate Audit Committee. However, matters typically dealt with by such as committee are dealt with by the Board of Directors which consists of the Chairman and two non- executive directors.	Matters which typically would be dealt with by an Audit Committee are currently dealt with by the Board of Directors.	Such a charter is not considered necessary for the proper function of the committee given the composition of the Audit Committee and the Board.	The Company will explain any departures from best practice recommendations 4.1, 4.2 and 4.3 in future annual reports.		The Company has a continuous disclosure program in place designed to ensure the compliance with ASX Listing Rule disclosure and to ensure accountability at a senior executive level for compliance and factual presentation of the Company’s financial position.	The Company will provide an explanation of any departures from best practice recommendations 5.1 in its future annual reports.		Given the size of the Company, White Eagle Resources Ltd will use third party Investor Relations firms to ensure appropriate and frequent communication with
PRINCIPLES AND RECOMMENDATIONS		Safeguard integrity in financial reporting	The board should establish an audit committee.	The audit committee should be structured so that it: • consists only of non-executive directors • consists of a majority of independent directors • is chaired by an independent chair, who is not chair of the board • has at least three members.	The audit committee should have a formal charter.	Companies should provide the information indicated in the_Guide to reporting on Principle 4_.	Make timely and balanced disclosure	Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.	Companies should provide the information indicated in_Guide to Reporting on Principle 5._	Respect the rights of shareholders	Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at
		4.	4.1.	4.2.	4.3.	4.4.	5.	5.1.	5.2.	6.	6.1.

COMMENT	shareholders as and when required.	The Company will provide an explanation of any departures from best practice recommendation 6.1 in its future annual reports.		The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. In summary, the Company’s policies are designed to ensure strategic, operational, legal, reputational and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives.	The Board’s collective experience will enable accurate 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.	The Board will consider whether it is appropriate to require the Chief Executive Officer and Chief Financial Officer (or their equivalents) to provide such a statement at the relevant time.	The Company will provide an explanation of any departures form best practice recommendations 7.1, 7.2 and 7.3 (if any) in its annual reports.
PRINCIPLES AND RECOMMENDATIONS	general meetings and disclose their policy or a summary of that policy.	Companies should provide the information indicated in the_Guide to reporting on Principle 6_.	Recognise and manage risk	Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.	The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.	The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with Section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.	Companies should provide the information indicated in_Guide to Reporting on Principle 7._	Remunerate fairly and responsibly
		6.2.	7.	7.1.	7.2.	7.3.	7.4.	8.

COMMENT	The Company is not of a size at the moment that justifies having a separate Remuneration Committee. However, matters typically dealt with by such as committee are dealt with by the Board of Directors which consists of the Chairman and two non-executive directors.	Matters which typically would be dealt with by a Remuneration Committee are currently dealt with by the Board of Directors.	Non-executive directors do not receive performance based bonuses nor are they entitled to retirement allowances.	The Company will provide an explanation of any departures from best practice recommendations 8.1 to 8.3 (if any) in its future annual reports.
PRINCIPLES AND RECOMMENDATIONS	The board should establish a remuneration committee.	The remuneration committee should be structured so that it: • consists of a majority of independent directors • is chaired by an independent director • has at least three members	Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.	Companies should provide the information indicated in the_Guide to reporting on Principle 8_.
	8.1.	8.2.	8.3.	8.4.

12. MATERIAL CONTRACTS

The following are summaries of the significant terms of the material agreements which relate to the business of the Company.

12.1 Variation to the Farmin Agreement with Segue

The Company entered into a Farmin Agreement with Segue on 17 December 2010 giving it the right to earn up to an initial 70% interest in the nickel and noniron ore mineral rights associated with the Pardoo Project in three stages:

(a) a 30% interest can be earned by spending a minimum amount of $2.0m within 3 years from the commencement date including a minimum spend of $1.5m, or such other amount greater than $1.5m as required to satisfy the ASX Listing Rules, within 2 years of the commencement date;
(b) once a 30% interest is earned then a further 20% (to a total of 50%) interest can be earned by spending a minimum total of $5m within 4 years from the commencement date; and
(c) once a 50% interest is earned then a further 20% interest (to a total of 70%) can be earned by spending a minimum total amount of $10m within 5 years from the commencement date.

On 10 April 2012 both parties agreed to vary the agreement such that:

(a) a 30% interest can be earned by spending a minimum amount of $1 million on the Project within 2 years from the date of re-instatement of the Company to trading on the ASX (Commencement Date) with a minimum spend of $250,000 on the Pardoo Project by the earlier of 6 months from the Commencement Date or 31 December 2012 (which has now been met); and
(b) once a 30% interest is earned then a further 20% (to a total of 50%) interest in the Pardoo Project can be earned by spending a further minimum total amount of $2m on the Project within 4 years from the Commencement Date.

In consideration for agreeing to the variation the Company agrees to issue to Segue 11,250,000 shares in the Company.

These 11,250,000 shares have now been issued to Segue following approval obtained from the Company’s shareholders at its annual general meeting held on 30 November 2012.

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13. ADDITIONAL INFORMATION

13.1 Rights and Liabilities attaching to Shares

The following is a summary of the more significant rights and liabilities attaching to Shares being offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:

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

(c) Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

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The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

(e) Shareholder liability

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

(f) Transfer of shares

Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the ASX Listing Rules.

(g) Future increase in capital

The allotment and issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of Securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

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(h) Variation of rights

Under section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares.

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

(i) Alteration of constitution

In accordance with the Corporations Act, 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. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

13.2 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

13.3 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

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

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(a) as an inducement to become, or to qualify as, a Director; or
(b) for services provided in connection with:
(i) the formation or promotion of the Company; or
(ii) the Offer.

13.4 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no:

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(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

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

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(a) the formation or promotion of the Company; or
(b) the Offer.

Optiro has acted as Independent Geologist and has prepared the Independent Geologist’s Report which is included in Section 8 of this Prospectus. The Company estimates it will pay Optiro a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Optiro has received fees from the Company totalling $30,000.

BDO Corporate Finance (WA) Pty Ltd has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Section 9 of this Prospectus. The Company estimates it will pay BDO Corporate Finance (WA) Pty Ltd a total of $8,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, BDO Corporate Finance (WA) Pty Ltd has received fees from the Company totalling $64,487.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer and has prepared the Solicitor’s Report on Tenements which is included in Section 10 of this Prospectus. The Company estimates it will pay Steinepreis Paganin $25,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has received $202,481.50 (excluding GST and disbursements) in fees from the Company for other services.

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13.5 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
(b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Optiro has given its written consent to being named as Independent Geologist in this Prospectus, the inclusion of the Independent Geologist’s Report in Section 8 of this Prospectus in the form and context in which the report is included and the inclusion of statements contained in the Investment Overview in Section 3, Chairman’s Letter in Section 4 and the Company and Project Overview Section at Section 6 of this Prospectus in the form and context in which those statements are included. Optiro has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

BDO Corporate Finance (WA) Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 9 of this Prospectus in the form and context in which the information and report is included. BDO Corporate Finance (WA) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 10 of this Prospectus in the form and context in which the report is included. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

13.6 Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

13.7 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing share or option certificates. The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

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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.

13.8 Privacy Act

If you complete an application for Securities, 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 holder of equity securities in the Company, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

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 Prospectus.

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 ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application.

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14. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

Dr Saliba Sassine Non-Executive Chairman For and on behalf of WHITE EAGLE RESOURCES LTD

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15. GLOSSARY

$ means the lawful currency of the Commonwealth of Australia.

Applicant means a Shareholder who applies for Shares pursuant to the Offer or a Shareholder or other party who applies for Shortfall Shares pursuant to the Shortfall Offer.

Application Form means an Entitlement and Acceptance Form or Shortfall Application Form as the context requires.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the listing rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

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

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Closing Date means the date specified in the timetable set out at the commencement of this Prospectus (unless extended).

Company means White Eagle Resources Ltd (ACN 147 799 951).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

Farmin Agreement has the meaning given to it in Section 12.1.

Offer means the non-renounceable entitlement issue the subject of this Prospectus.

Official Quotation means official quotation on ASX.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Pardoo Project has the meaning given to it in Section 3.1.

Prospectus means this prospectus.

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Record Date means the date specified in the timetable set out at the commencement of this Prospectus.

Securities means Shares offered pursuant to the Entitlement.

Segue means Segue Resources Limited (ACN 112 609 846).

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Shortfall means the Shares not applied for under the Offer (if any).

Shortfall Application Form means the shortfall application form either attached to or accompanying this Prospectus.

Shortfall Offer means the offer of the Shortfall on the terms and conditions set out in Section 5.8 of this Prospectus.

Shortfall Securities means those Securities issued pursuant to the Shortfall.

Tenements has the meaning given to it in Section 3.1.

WST means Western Standard Time as observed in Perth, Western Australia.

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AI assistant

MOTIO LTD — Capital/Financing Update 2012

65390_rns_2012-12-20_e6ebd317-e15a-4b28-ba24-d3eb7b488a99.pdf

WHITE EAGLE RESOURCES LIMITED (formerly Red October Resources Limited) ACN 147 799 951

ENTITLEMENT ISSUE PROSPECTUS

IMPORTANT NOTICE

CONTENTS

1. CORPORATE DIRECTORY

Directors

Registered Office

Company Secretary

Share Registry*

Solicitors

Auditor*

Independent Geologist

Investigating Accountant

Website

ASX Code

2. IMPORTANT NOTES

2.1

Web Site – Electronic Prospectus

2.2 Forwarding-looking statements

2.3 JORC Competent Person Statement

2.4 Photographs and Diagrams

2.5

Exposure Period

3. INVESTMENT OVERVIEW

3.1

The Company

3.2

Business Model

3.3 The Objectives

3.4 Risk factors

3.5 The Offer

Indicative Timetable*

3.6 Purpose of the Offer

Notes:

3.7 Effect of the Offer

3.8 Financial Information

3.9 Effect on capital structure

Shares

Options

3.10 Details of substantial holders

3.11 Taxation

3.12 Dividend Policy

3.13 Directors and Key Personnel

Dr Saliba Sassine Non-Executive Chairman

Mr Jeremy Bond Non-Executive Director

Mr Benjamin Bussell Non-Executive Director

Management and Consultants

3.14 Disclosure of Interests

Security Holdings

Remuneration

3.15 Agreements with Directors or Related Parties

Deeds of indemnity, insurance and access

3.16 Corporate Governance

3.17 Hemisphere Corporate Fee

3.18 Expenses of the Offer

4. CHAIRMAN’S LETTER

DR SALIBA SASSINE NON-EXECUTIVE CHAIRMAN

5. DETAILS OF THE OFFER

5.1 The Offer

5.2

Minimum subscription

5.3

Conditions for Reinstatement to Trading

5.4

Acceptance

5.5 Payment by cheque/bank draft

5.6 Payment by BPAY®

5.7 Underwriting

5.8 Shortfall Offer

5.9

ASX listing

5.10

Allotment

5.11 Overseas shareholders

5.12 Enquiries

6. COMPANY AND PROJECT OVERVIEW

6.1 The Company

MOTIO LTD Capital/Financing Update 2012

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