WHITE EAGLE RESOURCES LTD 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 $0.005 per Share to raise up to $1,057,821 (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 of the ASX. 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 ............................................................................................... 5
4.	CHAIRMAN’S LETTER ................................................................................................... 16
5.	DETAILS OF THE OFFER ................................................................................................ 17
6.	COMPANY AND PROJECT OVERVIEW ....................................................................... 22
7.	RISK FACTORS ............................................................................................................ 27
8.	INDEPENDENT GEOLOGIST’S REPORT ......................................................................... 34
9.	INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 53
10.	SOLICITOR’S REPORT ON TENEMENTS ........................................................................ 71
11.	CORPORATE GOVERNANCE ...................................................................................... 86
12.	MATERIAL CONTRACTS .............................................................................................. 94
13.	ADDITIONAL INFORMATION ...................................................................................... 95
14.	DIRECTORS’ AUTHORISATION .................................................................................. 101
15.	GLOSSARY ................................................................................................................ 102

1. CORPORATE DIRECTORY

Directors

Registered Office

Mr Jeremy Bond (Non-Executive Director) Mr Benjamin Bussell (Non-Executive Director) Mr Stuart Richardson (Non-Executive Director)

Company Secretary

Office J, Level 2 1139 Hay St West Perth WA 6005

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.whiteeagleresources.com.au

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 27 September 2013 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.

2.1 Website – 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.whiteeagleresources.com.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 Overseas Offer Restrictions

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, Brunei or New Zealand. In particular, this Prospectus may not be distributed in the United States and persons in the United States may not participate in the Offer.

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Nominees and other persons holding Shares on behalf of persons who are resident outside Australia, Brunei and New Zealand may not participate in the Offer unless expressly permitted by the Company, taking into account applicable foreign securities laws. 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 foreign securities laws.

New Zealand

The Offer is being made in New Zealand pursuant to the Securities act (Overseas Companies) Exemption Notice 2013.

Brunei

This document is only intended to be distributed and made available to existing shareholders of the Company. This document may not be distributed or redistributed, published or advertised, directly or indirectly to the public or any member of the public in Brunei Darussalam. No recipient of this document may issue, distribute, circulate, disseminate this document or make or give copies of this document to any other person.

2.3 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.

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.

2.4 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 Ms Christine Standing. Ms Standing has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which she is undertaking, and is a

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member of the Australasian Institute of Mining and Metallurgy. This qualifies Ms Standing as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Ms Standing consents to the inclusion in the Prospectus of the matters based on her information in the form and context in which it appears.

2.5 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.

2.6 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 Ltd (formerly Red October Resources Ltd) (the Company) was incorporated on 17 December 2010 as a result of a spin out by Segue Resources Limited (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] . 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 announced on 5 April 2012, the Company has since settled and agreed a release from any claims relating to the Yellowstone Copper Project and the Akjilga Silver Project.

In late 2012, the Company undertook a non-renounceable rights issue with the aim of getting its shares reinstated to trading, however the Company was unsuccessful in meeting the minimum ASX cash requirement, raising only $395,052. The Company’s original joint venture agreement with Segue has since expired as the Company was unable to have its shares reinstated to trading by 30 June 2013, in accordance with that agreement.

As announced on 28 August 2013, the Company has now entered into an agreement with Segue (Agreement) with respect to the Pardoo Project whereby Segue has agreed to sell to the Company two out of the four Pardoo tenements for cash consideration (Tenement Acquisition). Under the Agreement, tenements E45/2146 and E45/3464 (Tenements) will be purchased outright by the Company for a total of $20,000 cash.

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. These conditions are set out in Section 5.3 below.

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

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in Australia, but elsewhere in the world, with the hope of subsequently developing mining operations on those projects.

The Company has entered into the Agreement to acquire the Tenements. Refer to Section 12.1 for further details of the Agreement.

The Company has prepared staged exploration and evaluation programmes for the Tenements to progress its Supply Well prospect and to undertake prospect and regional exploration. During the first year, the Company is planning 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 Tenements, 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 are:

(a) completion of the Tenement Acquisition;
(b) achieve reinstatement to trading of its Shares on the Official List of the ASX;
(c) exploration and appraisal of the Tenements; and
(d) 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
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)

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Item	Description	Further Detail in Prospectus
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)
Status of Tenements	The Tenements comprise two granted Western Australian Exploration Licences which will expire on 4 October 2013 and 13 April 2015. 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(c)
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 of the Tenements. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.	7.2(d)
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	7.2(e)

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Item	Description	Further Detail in Prospectus
	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.

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

For the Company’s shares to be re-instated to trading on the Official List of the ASX, the Company is required to have at least $1,000,000 in cash net of all liabilities. To increase the Company’s cash position, by this Prospectus, the Company is undertaking a non-renounceable rights issue on the basis of one (1) Share for every one (1) Share held by Shareholders at an issue price of $0.005 per Share to raise approximately $1,057,821 before costs (Offer).

Upon successful completion of the Offer, the Company will have sufficient funds to meet the $1,000,000 threshold and thereby meet a pre-condition to being reinstated to trading on the Official List of the ASX.

Indicative Timetable*

Event	Date
Dispatch Notice of Meeting seeking approval of the Tenement Acquisition	30 August 2013
General Meeting to approve Tenement Acquisition	27 September 2013
Lodgement of Capital Raising Prospectus with ASIC	27 September 2013
Lodgement of Appendix 3B with ASX	27 September 2013
Notice sent to Optionholders	30 September 2013
Notice sent to Shareholders	30 September 2013
Completion of the Tenement Acquisition	1 October 2013
Ex date	2 October 2013
Record Date for determining Entitlements	9 October 2013
Dispatch of Capital Raising Prospectus	11 October 2013
Closing Date of Offer under the Capital Raising Prospectus	25 October 2013

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Event	Date
Securities quoted on a deferred settlement basis	28 October 2013
ASX notified of under subscriptions	29 October 2013
Dispatch of holding statements	1 November 2013
Quotation of Shares issued under the Capital Raising Prospectus	4 November 2013
Anticipated date the suspension of trading is lifted and White Eagle’s securities commence trading again on ASX	4 November 2013

This timetable is indicative only and is subject to change. 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 $1,057,821 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	$289,620	21.49%
Funds raised from the Offer	$1,057,821	78.51%
Total	$1,347,441	100%
Allocation of funds
Expenditure on the Tenements1	$460,000	34.14%
Tenement Acquisition	$20,000	1.48%
Expenses of the Offer2	$41,826	3.10%
Administration Costs	$315,900	23.44%
Working capital	$509,715	37.83%
Total	$1,347,441	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 $920,000 on the Tenements over a two year period in accordance with the Company’s exploration expenditure program.
Refer to Section 3.18 of this Prospectus for further details relating to the estimated expenses of the Offer.
Please also note that pursuant to the Compliance Agreement, Minerva has agreed to act as compliance manager to the recapitalisation process of the Company. The Company has agreed to pay Minerva $8,000 (excluding GST) per month until the date the Company is reinstated to trading on the ASX. This is in addition to the “Expenses of the Offer” noted above.

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If the Company raises less than $1,057,821 (being the full subscription), the funds will be apportioned in priority to the following: expenses of the offer, Tenement Acquisition, expenditure on the Tenements, 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, will be to:

(a) increase the cash reserves by $1,015,995 (after deducting the estimated expenses of the Offer) immediately after completion of the Offer; and
(b) increase the number of Shares on issue from 211,564,200 Shares as at the date of this Prospectus to 423,128,400 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. 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	211,564,200
Shares offered pursuant to the Offer	211,564,200
Total Shares on issue after completion of the Offer	423,128,400

The Company does not have any Options on issue.

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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	%
6466 Investments Pty Ltd	33,010,996	33,010,996	15.60
Getmeoutofhere Pty Ltd Super Fund A/C>	20,023,725	20,023,725	9.46
Fluffy Duck Pty Ltd Superfund A/C>	16,505,498	16,505,498	7.80
Fernland Holdings Pty Ltd	14,565,936	14,565,936	6.88
Segue Resources Limited	11,250,000	11,250,000	5.32

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

3.11 Effect on control of the Company

As noted above, 6466 Investments Pty Ltd (6466 Investments) currently holds 33,010,996 Shares, being a 15.60% interest in the Company. 6466 Investments is not a related party of the Company for the purposes of the Corporations Act. 6466 Investments’ present relevant interest and changes under several scenarios are set out in the table below and are based on the assumption that 6466 Investments takes up its full Entitlement of 33,010,996 Shares under each scenario.

Event	Shares held by 6466 Investments Pty Ltd	Voting Power of 6466 Investments Pty Ltd
Date of Prospectus	33,010,996	15.60%
Completion of Entitlement Issue
• Fully subscribed	66,021,992	15.60%
• 75% subscribed	66,021,992	17.83%
• 50% subscribed	66,021,992	20.80%
• only 6466 Investments take up their Entitlement (and no one else)	66,021,992	26.99%

The number of shares held by 6466 Investments and its voting power in the table above show the potential effect of 6466 Investments taking up its Entitlement under the Offer. However, it is unlikely that no Shareholders, other than 6466 Investments, will take up Entitlements under the Offer. Therefore, the voting power of 6466 Investments will reduce by a corresponding amount for the amount of Entitlements under the Offer taken up by the other Shareholders.

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3.12 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.

3.13 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.

3.14 Directors and Key Personnel

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 was formerly a director of Black Mountain Resources Limited (resigned August 2011) and OreCorp Limited (resigned 28 February 2013).

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 Minerals Corporation Limited and Auroch Minerals NL.

Mr Bussell was formerly a director of Auroch Minerals NL (resigned January 2013) and SWW Energy Limited (resigned September 2013).

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Mr Stuart Richardson Non-Executive Director

The Company recently announced the appointment of Mr Stuart Richardson as non-executive Director of the Company. Mr Richardson has experience in capital markets both in Australia and overseas in the fields of stockbroking and investment banking. He is a founding director of Blackwood Capital Limited, an Australian based investment bank operating in capital markets, advisory services and funds management in equities and private equity funds.

Mr Richardson holds a Bachelor of Business from the Swinburne University of Technology, Melbourne, and is a Certified Practising Accountant. Mr Richardson is currently a director of UnderCoverWear Limited. In the last three years Mr Richardson has not held any other directorships.

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.

3.15 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.

Director	Shares	Options	Entitlement	$
Mr Jeremy Bond	14,565,9361	Nil	14,565,936	$72,830
Mr Benjamin Bussell	Nil	Nil	Nil	Nil
Mr Stuart Richardson	1,330,0002	Nil	1,330,000	$6,650

Notes:

10,315,936 Shares are held by Fernland Holdings Pty Ltd.
10,000 Shares are held by Mr Stuart Richardson directly, 10,000 by Ms Jeanette Richardson and 1,310,000 by Boston First Capital Pty Ltd.

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

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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 (ie 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
Mr Jeremy Bond	Nil	Nil
Mr Benjamin Bussell	Nil	Nil
Mr Stuart Richardson	Nil	Nil

The Board has agreed to not charge Director Fees while the Company remains suspended. If the Company is reinstated to trading on ASX it is envisaged that the Directors will commence charging Director Fees. Mr Bond, Mr Bussell and Mr Richardson will be paid $36,000 pa (exclusive of superannuation).

3.16 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

The Company has entered into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, the 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. The 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.

3.17 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

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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.whiteeagleresources.com.au.

3.18 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $41,826 for full subscription ($1,057,821) and are expected to be applied towards the items set out in the table below:

ASIC fees ASX fees Legal fees Independent Geologist Fees Investigating Accountant Fees Printing and Registry Costs Total	$ 2,225 7,601 20,000 4,000 6,000 2,000
	$41,826

Note:

1 Please also note that pursuant to the Compliance Agreement, Minerva has agreed to act as compliance manager to the recapitalisation process of the Company. The Company has agreed to pay Minerva $8,000 (excluding GST) per month until the date the Company is reinstated to trading on the ASX. This is in addition to the expenses of the Offer.

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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 $1,057,821 (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 $0.005.

The Closing Date for acceptances of the Offer is 25 October 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 principal activities of the Company are the discovery and/or acquisition of commercially significant mineral projects that can be readily brought into production.

As foreshadowed in recent announcements, the Company has entered into the Agreement with Segue to purchase two of the exploration licences that comprise the Pardoo Project. Refer to Section 12.1 for further details of the Agreement.

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.

The Offer will provide a significant capital injection for the Company which will assist with expenditure on the Tenements, 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

BEN BUSSELL DIRECTOR

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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 $0.005 per Share.

Based on the capital structure of the Company as at the date of this Prospectus, a maximum of 211,564,200 Shares will be issued pursuant to the Offer to raise up to $1,057,821 (before costs of the Offer).

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

The ASX has confirmed that, subject to the Company:

(a) obtaining Shareholder approval for the Tenement Acquisition; and
(b) demonstrating a minimum of $1,000,000 in cash, net of all liabilities,

the Tenement Acquisition will satisfy the recapitalisation and reinstatement requirements in respect of asset continuity. Accordingly, the Company will be reinstated to the Official List of the ASX and its Shares will recommence trading.

Back in late 2012, the Company undertook a non-renounceable rights issue. As announced on 30 January 2013, that rights issue closed undersubscribed. The Company raised $395,052 and issued 39,505,249 Shares. The Company had planned to offer the shortfall Shares from that rights issue to institutional investors later this year. However, the Board subsequently re-assessed this decision, instead deciding to undertake the current Rights Issue to coincide with the Tenement Acquisition with the aim of raising enough capital under the Rights Issue to meet the ASX financial requirements and later be reinstated to the Official List of the ASX.

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.

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

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(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 $0.005 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.

5.7 Underwriting

The Offer is not underwritten.

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5.8 Shortfall Offer

Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer. Eligible Shareholders who take up their Entitlement in full may, in addition to their Entitlement, apply for Shortfall Shares regardless of the size of their present holding by completing the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on that form. It is possible that there may be few or no Shortfall Shares available for issue, depending on the level of take up of Entitlements by Shareholders. There is also no guarantee that in the event Shortfall Shares are available for issue, they will be allocated to all or any of the Eligible Shareholders who have applied for them.

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 $0.005 being the price at which Shares have been offered under the Offer.

A cheque, bank draft or money order made payable to “White Eagle Resources Limited – Share Issue Account” and crossed Not Negotiable should be used for the application money for your Entitlement and the number of Shortfall Shares you wish to apply for as stated on the Entitlement and Acceptance Form.

Alternatively, if you are paying by BPAY®, refer to your personalised instructions on your Entitlement and Acceptance Form. Shareholders who wish to pay by BPAY® must ensure that payment is received by no later than 5.00pm Eastern Standard Time (3.00pm (WST)) on the Closing Date.

Surplus application moneys will be returned to Applicants as soon as practicable following the issue of all Shortfall Shares. 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 Entitlement and Acceptance 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 issue of those Shortfall Shares will result in their voting power in the Company exceeding 20%.

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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.

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 Issue of Securities

The Securities issued pursuant to the Offer will be issued 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 issue 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 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

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New Zealand

The Offer is being made in New Zealand pursuant to the Securities act (Overseas Companies) Exemption Notice 2013.

Brunei

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

As announced on 5 April 2012, the Company has since settled and agreed a release from any claims relating to the Yellowstone Copper Project and the Akjilga Silver Project.

As announced on 28 August 2013, the Company has now entered into an agreement with Segue with respect to the Pardoo Project whereby Segue has agreed to sell to the Company two out of the four Pardoo tenements for cash consideration (Tenement Acquisition). Under the agreement, tenements E45/2146 and E45/3464 (Tenements) will be purchased outright by the Company for a total of $20,000 cash.

6.2 Tenements E45/2146 & E45/3464

(a) General

As noted above, the Company has agreed to acquire exploration licences E45/2146 and E45/3464 in the Pilbara region of Western Australia. The Tenements comprise of a project area in the Pilbara Mineral Field that cover a total of 15 blocks (approximately 46.5 km2)

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(Project) and are 100% held by Segue (Pardoo) Ltd, a subsidiary of Segue. Segue currently has a 5.3% interest in the Company.

The Project is located adjacent to the Great Northern Highway, some 100 km east-northeast of Port Hedland and 17 km north-northwest of Mt Goldsworthy. The project area is 15 km from the coast and is in close proximity to power, rail and port facilities.

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Figure 1: tenements E45/2146 and E45/3464

Access to the Project is via the Great Northern Highway, which passes the project area. The Pardoo Roadhouse and the Pardoo Homestead are the only inhabited settlements in the region. A number of station and exploration tracks off the Great Northern Highway provide access within the project area.

The project area lies within a coastal sand plain, sparsely vegetated with mainly spinifex grass and scattered acacia bushes. This coastal region has an arid to semi-arid climate. The average rainfall is approximately 250 mm, with most rainfall related to tropical cyclones and thunderstorms occurring in the summer months from December to March. Rainfall during the remainder of the year is light and irregular. Drainage in the region forms a north to north-westerly network flowing toward the Indian Ocean.

Details regarding the Tenements are set out in the table below:

Number	Date granted	Expiry date	Area graticular blocks	Area hectares (approximate)	Status
E45/2146 E45/3464	05/10/2004 14/04/2010	04/10/2013 13/04/2015	10 5	3,100 1,550	Granted Granted
Total			15	4,650

Table 1: Tenement details

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(b) Geology and Mineralisation

The Project is located within the northern area of the Pilbara Craton. The project area is centred on the northern, faulted limb of the Goldsworthy Syncline and straddles the boundary between the East Pilbara Granite-Greenstone Terrane and the Central Pilbara Tectonic Zone. Within the Project, the east-northeast trending Pardoo Fault separates the Ord greenstone belt in the north from the Goldsworthy greenstone belt in the south.

The Project leases have been explored by several companies over the last 20 years using geophysical and drilling methods. Several geophysical anomalies have been detected over time and drilling of some of these anomalies has identified magmatic and shear-hosted low grade nickel and copper mineralisation at the Highway deposit and nickel, copper, zinc and platinum group mineralisation elsewhere within the project.

(c) Project Geology

The 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 east-northeast trending Pardoo Fault separates the Ord greenstone belt in the north from the Goldsworthy greenstone belt in the south. Locally, the project area is centred on the northern, faulted limb of the Goldsworthy Syncline (see Figure 2 below). The oldest rocks at the base of the Goldsworthy Syncline are volcaniclastic sandstones and cherts of the Warrawoona Group.

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Figure 2: East-northeast trending Pardoo Fault

The Supply Well prospect sits within a sequence of schists and cherts of the Gorge Creek Group. Within the Pardoo Project area Mesozoic sediments are generally 30 to 40 m in thickness, and tend to thicken northwards, possibly to as much as 90 m thick in some places.

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(d) Mineralisation

The Project area contains magmatic and shear-hosted base metal mineralisation. Zinc mineralisation has been discovered at the Supply Well prospect. This mineralisation is associated with the regional eastnortheasterly trending Pardoo Fault zone. It is an unusual style of disseminated and semi-massive nickel and copper sulphide mineralisation that appears to be stratabound within metasediments and cherts of the Gorge Creek Group.

At Supply Well wide spaced drilling has intersected significant widths of low grade nickel, copper and zinc mineralisation in chert of the Nimingarra Iron Formation. The main sulphide minerals identified in drill core are pyrite and pyrrhotite with variable quantities of chalcopyrite. Petrological studies have also identified minor amount of pentlandite with violarite and covellite.

(e)

Previous Exploration

The Project as a whole has not been extensively explored in the past mainly due to the lack of outcrop. The region is largely covered by sediments and windblown sands and was not generally recognised as a prospective Archaean greenstone belt until the late 1980s. Some early exploration for iron ore was undertaken by Sentil Mining Company in the 1960s.

(f)

Exploration Targets

The majority of the Project area is under sedimentary cover and is as yet under-explored. Base metal mineralisation has been identified within the Pardoo Fault zone at the Supply Well prospect. The Project area contains approximately 10 km of effective strike of this structural zone and has potential to host additional areas of nickel, copper and zinc mineralisation and may have potential to host platinum group element mineralisation. A number of EM anomalies along the Supply Well trend remain to be tested.

Ten geophysical anomalies over a 5 km strike length within the Supply Well prospect area have been delineated. These anomalies present drill targets for massive and disseminated sulphides. 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 area of the prospect. The available assay data from the drilling at Supply Well and drillhole intersections with significant base metal mineralisation are listed in Table 2 below and drillhole locations are illustrated in Figure 3 below. Assay data from the other drillholes at Supply Well indicated insignificant levels of base metal mineralisation.

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Figure 3: Supply well drillhole locations

Drillhole	Intersection from – to (m)	Interval (m)	Grade
DD90SW008	205.2 – 206.05	0.85	16.7% Zn
DD89SW004 including	146.0 – 153.2 149.42 – 149.74	7.20 0.32	0.42% Ni 5.85% Ni
DD90SW010	98 – 115 250 – 269 284.3 – 299.9	17.0 19.0 15.6	0.17% Ni 0.11% Ni 0.13% Ni
RC07SW005	88 - 116	28.0	0.11% Ni

Table 2: Supply Well prospect – mineralised intersections

(g) Other Projects

The Company currently does not have an interest in any project or tenement other than the agreement with Segue to acquire tenements E45/2146 and E45/3464 that currently form part of the Pardoo Project under the former JV.

In addition to purchasing the Tenements, 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) Status of Tenements

The Tenements expire on the following dates: E45/2146 on 4 October 2013 and E45/3464 on 13 April 2015. The Company intends to renew 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 Tenements 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.

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(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.

(e) 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.

7.3 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.

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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.

(d) Aboriginal Heritage

Although no specific archaeological or ethnographic sites of significance (Sites) have been registered with the Department of Indigenous Affairs in respect of Sites on the Tenements, Sites may exist over the area covered by the Tenements. If Sites are found on the Tenements, or later registered with the Department of Indigenous Affairs, authorisations will be required if the 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.

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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 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.

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(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 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.

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(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 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

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility

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with respect to the taxation consequences of subscribing for Shares under this Prospectus.

(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.

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8. INDEPENDENT GEOLOGIST’S REPORT

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Independent Geologists' Report on the Mineral Assets of White Eagle Resources Ltd

J_1643

Principal Authors:

Christine Standing BSc Hons, MAusIMM, MAIG Jason Froud BSc Hons, MAusIMM Principal Reviewer: Ian Glacken FAusIMM (CP), CEng

~~September 2013~~

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Perth Office

Level 4, 50 Colin Street West Perth WA 6005

Doc Ref: 130916_J1643_White Eagle_IGR Print Date: 25 September 2013 Number of copies: OptiroCapital: 1 White Eagle Resources Ltd: 1

PO Box 1646 West Perth WA 6872 Australia Tel: +61 8 9215 0000 Fax: +61 8 9215 0011

OptiroCapital Pty Ltd ABN: 63 131 922 739 www.OptiroCapital.com

Principal Author:	Christine Standing BSc Hons, MAusIMM, MAIG	Signature:
		Date:	25 September 2013
Contributors:	Jason Froud_BSc Hons MAusIMM_ Paul Blackney_BSc Hons, MAusIMM, MAIG_
Principal Reviewer:	Ian Glacken_FAusIMM (CP), CEng_	Signature:
		Date:	25 September 2013
Important Information This Report is provided in accordance with the proposal by OptiroCapital Pty Ltd (“OptiroCapital”) to White Eagle Resources Limited (White Eagle) and the terms of OptiroCapital’s Consulting Services Agreement (“the Agreement”). OptiroCapital has consented to the inclusion of this report in the Prospectus to be lodged by White Eagle Resources Limited and as at the date of this report has not withdrawn such consent. White Eagle may reproduce copies of this entire Report only for those purposes but may not and must not allow any other person to publish, copy or reproduce this Report in whole or in part without OptiroCapital’s prior written consent. OptiroCapital has used its reasonable endeavours to verify the accuracy and completeness of information provided to it by White Eagle which it has relied in compiling the Report. We have no reason to believe that any of the information or explanations so supplied are false or that material information has been withheld. It is not the role of OptiroCapital acting as an independent specialist to perform any due diligence procedures on behalf of the Company. OptiroCapital provides no warranty as to the adequacy, effectiveness or completeness of the due diligence process. The opinion of OptiroCapital is based on the market, economic and other conditions prevailing at the date of this report. Such conditions can change significantly over short periods of time. The statements and opinions included in this report are given in good faith and in the belief that they are not false, misleading or incomplete. The terms of engagement are such that OptiroCapital has no obligation to update this report for events occurring subsequent to the date of this report.

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25 September 2013

Ref: J_1643

The Directors White Eagle Resources Ltd Level 2, 1139 Hay Street West Perth, WA 6005

Dear Sirs

INDEPENDENT GEOLOGISTS' REPORT ON THE MINERAL ASSETS OF WHITE EAGLE RESOURCES LTD

At your request, OptiroCapital Pty Ltd (OptiroCapital) has prepared an Independent Geologists’ report on the mineral assets of White Eagle Resources Ltd (White Eagle). This report represents a Competent Person’s review and independent assessment of the geology, exploration data and exploration potential of White Eagle’s tenements in the Pardoo area, Pilbara, Western Australia. It is our understanding that this report will be included in a Prospectus to be lodged with the Australian Securities and Investment Commission (ASIC) for a proposed non-renounceable rights issue to raise up to A$1,057,821 (before costs) through offering eligible shareholders one new share for every one share held at an issue price of A$0.005.

The mineral assets comprise a 100% interest in the mineral assets of two granted exploration licences, with a total area of some 46.5 km[2] , at the Pardoo Project, Pilbara, Western Australia. The tenements are held by Segue Resources Ltd (Segue) and White Eagle has entered into an agreement to purchase these tenements.

The objectives of this report are to provide an overview of the geological setting of the Pardoo project area and the associated mineralisation, outline the recent and historic exploration work undertaken over the project area and comment on the exploration potential of the project. The tenements contain the Supply Well prospect.

White Eagle has provided to OptiroCapital drilling, sampling and geophysical survey data and other information generated by previous owners and joint venture partners of the Pardoo Project area. A site visit was previously undertaken by OptiroCapital to the Pardoo Project in October 2010 and OptiroCapital is satisfied that there has been no material development since that time. OptiroCapital has based its assessment of White Eagle’s mineral assets on a review of the technical information compiled by White Eagle.

Based on OptiroCapital’s assessment of White Eagle’s Pardoo Project, it is our opinion that the Pardoo Project is of value and contains areas that are prospective for base metal mineralisation. OptiroCapital has considered the expenditure schedules, studies and exploration programmes proposed by White Eagle and considers them to be reasonable and appropriate to progress the project. However, all exploration projects are subject to the risk of impact from unforeseen future issues and events beyond the control of the company; in this sense, White Eagle’s Pardoo Project is no exception.

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Consent has been sought from White Eagle’s representatives to include technical information and opinions expressed by them. No other entities referred to in this report have consented to the inclusion of any information or opinions and have only been referred to in the context of reporting any relevant activities.

OptiroCapital has prepared this report upon the understanding that the exploration licences are currently in good legal standing, and has not independently verified Segue’s (or White Eagle’s) legal tenure over its tenements. OptiroCapital is not qualified to make statements in this regard and has relied upon information provided by White Eagle.

OptiroCapital has endeavoured, by making reasonable enquiry of White Eagle, to ensure that all material information in the possession of White Eagle has been fully disclosed to OptiroCapital. However, OptiroCapital has not carried out any type of audit of the records of White Eagle to verify that all material documentation has been provided. A final draft version of this report was provided to the Directors of White Eagle along with a request to confirm that there are no material errors or omissions in the report and that the information in the report is factually accurate. Confirmation of these terms has been provided in writing and has been relied upon by OptiroCapital. OptiroCapital has based its findings upon information supplied up until the 18 September 2013.

This report was prepared by Mrs Christine Standing (Principal) and Mr Jason Froud (Principal) and was reviewed by Mr Ian Glacken (Principal) of OptiroCapital in accordance with the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Experts Reports (the VALMIN Code) and the JORC Code.

OptiroCapital is an independent consulting and advisory organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. The authors of this report declare that they have no material interest in White Eagle Resources Ltd, its associated entities or in the assets described in this report. OptiroCapital has charged White Eagle a professional fee for services rendered, the quantum of which is unrelated to the outcome or the content of this report.

Yours sincerely

OPTIROCAPITAL PTY LTD

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C Standing BSc (Hons), MAusIMM, MAIG I M Glacken FAusIMM (CP), CEng Principal Principal

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	TABLE OF CONTENTS
1.	EXECUTIVE SUMMARY ................................................................................ 4
1.1.	PURPOSE ............................................................................................................................... 4
1.2.	LOCATION AND TENURE ....................................................................................................... 4
1.3.	GEOLOGY AND MINERALISATION ......................................................................................... 4
1.4.	EXPLORATION POTENTIAL .................................................................................................... 4
1.5.	PROPOSED EXPLORATION ..................................................................................................... 5
2.	INTRODUCTION AND TERMS OF REFERENCE ............................................... 5
2.1.	TERMS OF REFERENCE........................................................................................................... 5
2.2.	PURPOSE FOR WHICH THE REPORT WAS PREPARED ............................................................. 5
2.3.	VALIDATION OF LEGAL TENURE ............................................................................................ 6
2.4.	RESPONSIBILITY FOR THE INDEPENDENT GEOLOGISTS’ REPORT ........................................... 6
3.	LOCATION AND ACCESS .............................................................................. 6
4.	PROJECT HISTORY AND OWNERSHIP ........................................................... 7
5.	GEOLOGICAL SETTING AND MINERALISATION ............................................. 8
5.1.	REGIONAL GEOLOGY ............................................................................................................. 8
5.2.	PROJECT GEOLOGY ............................................................................................................... 9
5.3.	MINERALISATION ................................................................................................................ 10
6.	PREVIOUS EXPLORATION .......................................................................... 10
6.1.	CRAE (1988 TO 1995) .......................................................................................................... 10
6.2.	WESTRALIAN (2004 TO 2006) .............................................................................................. 10
6.3.	SEGUE (2006 TO 2012) ........................................................................................................ 11
6.4.	WHITE EAGLE (2012 TO 2013) ............................................................................................. 11
7.	EXPLORATION TARGETS ............................................................................ 11
8.	PLANNED PROJECT EXPENDITURE ............................................................. 13
9.	DECLARATIONS BY OPTIROCAPITAL .......................................................... 14
9.1.	INDEPENDENCE ................................................................................................................... 14
9.2.	QUALIFICATIONS ................................................................................................................. 14
10.	BIBLIOGRAPHY ......................................................................................... 15
11.	GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS ............................ 16

TABLES

Table	4.1	Details of the Pardoo Project licences ........................................................................................ 7
Table	9.1	Supply Well prospect – zinc and nickel mineralised intersections ........................................... 12
Table	10.1	White Eagle’s proposed exploration expenditure .................................................................... 13

FIGURES

Figure	3.1	Location of the Pardoo Project ................................................................................................... 7
Figure	5.1	Geological setting of the Pardoo Project (adapted from Smithies, 2004) .................................. 9
Figure	7.1	Supply well drillhole locations .................................................................................................. 12
Figure	7.2	Pardoo Project area - aeromagnetic data ................................................................................ 13

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1. EXECUTIVE SUMMARY

1.1. PURPOSE

OptiroCapital Pty Ltd (OptiroCapital) has prepared this Independent Geologist’s Report on the mineral assets of White Eagle Resources Ltd (White Eagle) (formerly Red October Resources Ltd) for the purpose of raising funds by means of a non-renounceable rights issue. This report is a Competent Person’s review and independent assessment of the geology, exploration data and exploration potential of the mineralisation within the Pardoo Project, Pilbara, Western Australia. It is our understanding that this report will be included in a Prospectus to be lodged with the Australian Securities and Investment Commission (ASIC) for a proposed non-renounceable rights issue. The purpose of the document is to offer eligible shareholders one new share for every one share held at an issue price of A$0.005 to raise up to A$1,057,821 (before costs) through the offering.

1.2. LOCATION AND TENURE

The Pardoo Project is located on the Great Northern Highway, some 100 km east-northeast of Port Hedland and 17 km north-northwest of Mt Goldsworthy in the Pilbara region of Western Australia. The project area is 15 km from the coast and is in close proximity to power, rail and port facilities.

The Pardoo Project currently consists of two granted exploration licenses (E45/2146 and E45/3464) in the Pilbara Mineral Field. These tenements cover a total of 46.5 km[2] and are 100% held by Segue (Pardoo) Ltd (Segue), a subsidiary of Segue Resources Ltd which is listed on the Australian Securities Exchange (ASX). Red October Resources Ltd (now White Eagle), originally incorporated as a wholly owned subsidiary of Segue Resources Ltd, was admitted to the ASX on 5 May 2011.

1.3. GEOLOGY AND MINERALISATION

The Pardoo Project is located within the northern area of the Pilbara Craton. The project area is centred on the northern, faulted limb of the Goldsworthy Syncline and straddles the boundary between the East Pilbara Granite-Greenstone Terrane and the Central Pilbara Tectonic Zone. Within the project the east-northeast trending Pardoo Fault separates the Ord greenstone belt in the north from the Goldsworthy greenstone belt in the south.

The Pardoo Project licences have been explored by a number of companies over the last 20 years using geophysical and drilling methods. Several geophysical anomalies have been detected over time, and drilling of some of these anomalies has identified magmatic and shear-hosted low-grade nickel and copper mineralisation at the Highway deposit and nickel, copper, zinc and platinum group mineralisation elsewhere within the project area.

1.4. EXPLORATION POTENTIAL

The majority of the Pardoo Project area is under sedimentary cover and is as yet under-explored. The principal exploration target is nickel-zinc sulphide mineralisation associated with the regional east-north-easterly trending Pardoo Fault zone. The Supply Well prospect is located within this structural zone and drilling has intersected significant widths of low-grade nickel and zinc mineralisation.

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The Pardoo Project area contains approximately 5 km of effective strike of this structural zone, has the potential to host additional zones of nickel and zinc mineralisation and may have potential to host platinum group element mineralisation. Exploration targets have been identified from a number of electromagnetic anomalies along this structural zone that remain to be tested. In addition, there is potential for magnetite iron mineralisation and low grade magnetite iron mineralisation has been intersected at the Supply Well prospect.

1.5. PROPOSED EXPLORATION

White Eagle has prepared staged exploration and evaluation programmes for the Pardoo Project to undertake prospect and regional exploration and to test the identified exploration targets. In OptiroCapital’s opinion these have been designed to explore the Pardoo Project in a prudent and efficient manner. White Eagle has proposed a two-year exploration budget of A$0.92 M based on raising the full subscription of A$1.06 M.

2. INTRODUCTION AND TERMS OF REFERENCE

2.1. TERMS OF REFERENCE

OptiroCapital has prepared this Independent Geologists’ Report on the mineral assets of White Eagle located in Western Australia. The mineral assets comprise two exploration licences at the Pardoo Project and contain the Supply Well prospect.

The exploration licenses are held by Segue (Pardoo) Ltd, a subsidiary of Segue Resources Ltd (Segue), which is listed on the Australian Securities Exchange (ASX). In December 2010, White Eagle Resources Ltd entered into an Option and Farm-in Agreement with Segue to earn an initial interest of up to 70% of the Pardoo Project, subject to expenditure commitments. OptiroCapital understands that the initial expenditure requirements were not met and the Option and Farm-in Agreement was restructured in April 2012. It was a requirement that White Eagle was re-listed on the ASX by 30 June 2013; this requirement was not met and the agreement was restructured in August 2013. Under the current agreement, White Eagle has an option to purchase tenements E45/2146 and E45/3464 outright for a cash consideration for a total of A$20,000 cash.

2.2. PURPOSE FOR WHICH THE REPORT WAS PREPARED

It is OptiroCapital’s understanding that this report will be included in a Prospectus to be lodged with the Australian Securities and Investment Commission on or about 27 September 2013. The purpose of the document is to offer eligible shareholders one new share for every one share held at an issue price of A$0.005 to raise up to A$1,057,821 (before costs) through the offering. The funds raised will be used for the purpose of exploration and evaluation of White Eagle’s Pardoo Project in Western Australia.

The objectives of this report are to:

provide an overview of the regional and local geological setting of White Eagle’s Pardoo Project area and the associated mineralisation, specifically excluding iron ore potential
outline the historic and recent exploration work undertaken on the project area
give an opinion on the exploration potential of the Pardoo Project area for non-ferrous mineralisation styles

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consider the appropriateness of White Eagle’s proposed exploration and development programme for the Pardoo Project.

2.3. VALIDATION OF LEGAL TENURE

OptiroCapital has prepared this report upon the understanding that all of Segue’s wholly owned tenements are currently in good standing and has not independently verified White Eagle’s or Segue’s legal tenure over the tenements. OptiroCapital is not qualified to make statements in this regard and has relied upon information provided by White Eagle.

2.4. RESPONSIBILITY FOR THE INDEPENDENT GEOLOGISTS’ REPORT

This report was prepared by Mrs Christine Standing (Principal) and Mr Jason Froud (Principal) and was reviewed by Mr Ian Glacken (Principal) of OptiroCapital. Mr Paul Blackney (Principal) of OptiroCapital undertook a site visit to the Pardoo project during October 2010. OptiroCapital understands that no further material exploration has occurred on the project since its last site visit.

The authors and reviewer of this report are Members and a Fellow respectively of the Australasian Institute of Mining and Metallurgy (AusIMM) and therefore are obliged to prepare Competent Person’s reports in accordance with the reporting requirements as set out in the VALMIN Code.

In preparing this report, OptiroCapital has relied upon information and data provided by White Eagle and prepared by previous licence holders and joint venture partners, along with research papers published by various academic institutions. OptiroCapital has also had discussions with representatives of White Eagle regarding various aspects of its Pardoo Project area.

3. LOCATION AND ACCESS

The Pardoo Project is located on the Great Northern Highway, some 100 km east-northeast of Port Hedland and 17 km north-northwest of Mt Goldsworthy in the Pilbara region of Western Australia. The project area is 15 km from the coast and sits in close proximity to power, rail and port facilities (Figure 3.1).

Access to the Pardoo Project area is via the Great Northern Highway and then by exploration tracks off the Great Northern Highway. A number of station and exploration tracks provide access within the project area. The Pardoo Roadhouse and the Pardoo Homestead are the only inhabited settlements in the region.

The project area lies within a coastal sand plain, sparsely vegetated with mainly spinifex grass and scattered acacia bushes. This coastal region has an arid to semi-arid climate. The average rainfall is approximately 250 mm, with most rainfall related to tropical cyclones and thunderstorms occurring in the summer months between December and March. Rainfall during the remainder of the year is light and irregular. Drainage in the region forms a north to northwesterly network flowing towards the Indian Ocean.

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Figure 3.1 Location of the Pardoo Project

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4. PROJECT HISTORY AND OWNERSHIP

The Pardoo Project currently consists of four granted exploration licenses; E45/2146 and E45/3464, in the Pilbara Mineral Field (Table 4.1). These tenements cover a total of some 46.5 km[2] and are held 100% by Segue (Pardoo) Ltd, a subsidiary of Segue Resources Ltd which is listed on the Australian Securities Exchange.

Mineralisation was identified within the Pardoo Project area in the late 1980s and early 1990s by CRA Exploration Pty Ltd (CRAE) 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 required funds to complete an IPO for listing on the Australian Securities Exchange. In October 2006, Westralian shareholders voted to accept an offer from Segue Resources Ltd 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 Ltd.

Table 4.1 Details of the Pardoo Project licences

			Area graticular blocks	Area hectares (approximate)
Number	Date granted	Expiry date			Status

E45/2146 E45/3464	05/10/2004 14/04/2010	04/10/2013* 13/04/2015	10 5	3,100 1,550	Granted Granted
Total			15	4,650

Renewal applied for on 26 September 2013

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

In December 2010, Red October (now White Eagle) entered into an Option and Farm-in Agreement with Segue to earn an initial interest of up to 70% of the Pardoo Project, subject to expenditure commitments. Subsequent to the Option and Farm-in Agreement, Red October sought to list on the

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ASX and was admitted to the ASX Official List on 5 May 2011. Red October requested suspension from official quotation on the ASX due to a potential capital raising on 8 June 2011 and has remained suspended ever since.

As part of the farm-in process, OptiroCapital understands that the initial expenditure requirements on the Pardoo Project were not met and the Option and Farm-in Agreement was restructured in April 2012. It was a requirement that White Eagle was re-listed on the ASX by 30 June 2013: this requirement was not met and the agreement was restructured in August 2013. Under the current agreement, White Eagle has an option to purchase tenements E45/2146 and E45/3464 outright for a cash consideration for a total of A$20,000 cash.

5. GEOLOGICAL SETTING AND MINERALISATION

5.1. REGIONAL GEOLOGY

The Pardoo Project is located within the northern area of the Pilbara Craton. The Pilbara Craton consists of two tectonic components: an older underlying Archaean granite-greenstone basement that was formed between 3,600 and 2,800 Ma, and a younger unconformably overlying volcanosedimentary sequences of the Mount Bruce Supergroup (c. 2,775 to 2,400 Ma). The granitegreenstone terrane is exposed mainly in the north and northeast of the craton, where erosion has removed all but local remnants of the Mount Bruce Supergroup.

The Archaean granite-greenstones in the Pilbara Craton have been divided into five separate units based on lithostratigraphy and history. These are the East and West Pilbara Granite-Greenstone Terranes, the northeasterly trending Central Pilbara Tectonic Zone, the Mosquito Creek Basin and the Kurrana Terrane.

The Archaean greenstone sequences within the northern area of the Pilbara Craton belong to the Ord Range greenstone belt and the Goldsworthy greenstone belt. The Pippingarra Granitoid Complex and Carlindi Granitoid Complex respectively bound the Ord Range and Goldsworthy greenstone belts to the northwest and to the south.

The stratigraphically lowest package of rocks within the Goldsworthy greenstone belt is assigned to the Warrawoona Group (c. 3,490 to 3,312 Ma). This group is largely metabasalt and locally includes metasedimentary, felsic volcanic and volcaniclastic rocks. The Warrawoona Group is uncomformably overlain by the Gorge Creek Group (c 3,235 to 3,010 Ma). The Gorge Creek Group includes fine to coarse-grained clastic metasedimentary rocks of the Corboy Formation and the overlying Nimingarra Iron Formation, of largely fine-grained clastic and chemical metasedimentary rocks, including banded iron-formation. Undivided metamorphosed mafic rock crops out in the southern part of the Ord Range. It is locally intruded by gabbro, and is either in faulted contact with metasedimentary rocks of the Gorge Creek Group or is separated from those rocks by a layer of ultramafic rock. The mafic and ultramafic rocks are believed to stratigraphically underlie the Gorge Creek Group, and could belong to the Warrawoona Group.

The De Grey Group (c. 3,020 to 2,930 Ma) stratigraphically overlies the Gorge Creek Group. This group comprises a highly variable succession of predominantly medium to coarse-grained metasedimentary rocks of fluvial origin, but also includes minor metamorphosed rocks of volcanic and volcaniclastic origin.

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The Ord Range greenstone belt forms a series of easterly trending faulted synforms and antiforms. Metamorphosed basalt and ultramafic schist occur locally and appear to be older than rocks of the De Grey Group. Exposed rocks of the De Grey Group show a clear, high-angle unconformity that truncates the major folds within the rocks of the Gorge Creek Group and have been assigned to the Paradise Plains Formation. The Paradise Plains Formation comprises a sequence of fine grained to conglomeratic clastic rocks and rare inter-beds of mafic volcanic and volcaniclastic rocks.

The northern portion of the Pilbara block incorporates the southern preserved margin of thin, Mesozoic Lambert Shelf and younger sediments of the Northern Carnarvon Basin.

The De Grey Structural Zone is a large, regionally pervasive structure, trending east-northeasterly and becoming the Tabba Tabba Shear Zone further to the southeast. It is believed that the De Grey Structural Zone is integral to the mineralisation at the Highway deposit and Supply Well prospect in the Pardoo Project.

5.2. PROJECT GEOLOGY

The Pardoo Project straddles the boundary between the East Pilbara Granite-Greenstone 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 east-northeast trending Pardoo Fault separates the Ord greenstone belt in the north from the Goldsworthy greenstone belt in the south. Locally the project area is centred on the northern, faulted limb of the Goldsworthy Syncline (Figure 5.1). The oldest rocks at the base of the Goldsworthy Syncline are volcaniclastic sandstones and cherts of the Warrawoona Group. Base metal mineralisation has been intersected by drilling at the Supply prospect within a sequence of schists and cherts of the Gorge Creek Group. Within the Pardoo Project area the Archaean granite-greenstone basement and greenstone sequences are overlain by Mesozoic sediments generally of 30 m to 40 m in thickness, that tend to thicken northwards, possibly to as much as 90 m thick in some places.

Figure 5.1 Geological setting of the Pardoo Project (adapted from Smithies, 2004)

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5.3. MINERALISATION

The Pardoo Project area contains magmatic and shear-hosted base metal mineralisation. Zinc mineralisation has been discovered at the Supply Well prospect and is associated with the regional east-northeasterly trending Pardoo Fault zone. At Supply Well wide spaced drilling has intersected significant widths of low-grade nickel, copper and zinc mineralisation in cherts of the Nimingarra Iron Formation of the Gorge Creek Group. The main sulphide minerals identified in drill core are pyrite and pyrrhotite, with variable quantities of chalcopyrite.

The Highway deposit, located 15 km to the south-west of the Supply Well prospect, and outside of White Eagle’s tenements, also lies within the Pardoo Fault zone. The Highway deposit contains disseminated and semi-massive nickel and copper sulphide mineralisation that appears to be stratabound within metasediments and cherts of the Gorge Creek Group.

6. PREVIOUS EXPLORATION

The Pardoo Project as a whole has not been extensively explored in the past, mainly due to the lack of outcrop. The region is largely covered by sediments and windblown sands and was not generally recognised as a prospective Archaean greenstone belt until the late 1980s. Some early exploration for iron ore was undertaken by Sentil Mining Company in the 1960s.

6.1. CRAE (1988 TO 1995)

CRAE explored the area in the late 1980s as a possible target for Witwatersrand style gold-uranium mineralisation following the completion of regional aeromagnetic surveys that highlighted the area’s magnetic characteristics. Airborne magnetic and radiometric surveys led to the delineation of the Pardoo Fault zone (referred to by CRAE as the De Grey Structural Zone). Induced polarisation (IP) surveys along the Pardoo Fault zone identified several anomalies and led to the discovery of the Supply Well prospect.

Between 1989 and 1995, CRAE undertook broad regional airborne electromagnetic (EM) surveys, detailed ground magnetic surveys, targeted ground geophysical (IP and EM) surveys, soil sampling, reverse circulation (14 holes for 2,075 m) and diamond (10 holes for 3,017 m) drilling. Drilling of geophysical anomalies intersected mineralisation at the Supply Well prospect in 1989. This identified nickel and copper sulphides and some separate zones of sediment-hosted zinc.

CRAE relinquished the Pardoo Project area in 1995 after concluding that the mineralisation was uneconomic to CRAE at that time.

6.2. WESTRALIAN (2004 TO 2006)

Westralian was granted exploration licences at Pardoo in 2004. In 2004 and 2005 ground MLTEM (moving loop transient electromagnetic surveying) was conducted over previously identified EM anomalies to locate and confirm discrete bedrock conductors, potentially associated with massive nickel sulphide mineralisation. In 2005, a heritage survey was completed and an airborne geophysical survey was flown to collect magnetic, radiometric and elevation data over a large portion of the project area.

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EM surveying at the Supply Well prospect detected ten anomalies over a 5 km strike length. The strongest anomaly was tested at the eastern end by a single diamond drillhole which intersected broad anomalous zones of nickel (up to 0.14%) and zinc (up to 0.16%) mineralisation. The strongest portion of the anomaly was not tested.

Re-analysis of the historical diamond drill core from the Supply Well prospect revealed the presence of high grade nickel sulphide in the mineralised system grading 5.85% Ni over a 0.32 m downhole interval (DD89SW04).

6.3. SEGUE (2006 TO 2012)

Work completed by Segue in 2007 included a detailed low-level airborne geophysical survey which collected magnetic, radiometric and digital terrain data. Conventional in-loop TEM (transient electromagnetic) surveying was completed over priority VTEM (versatile time domain electromagnetic system) targets along the Pardoo Fault zone. This identified two conductors within the Supply Well prospect area.

During 2009 and 2010, Segue undertook a review of the CRAE assay data and the potential for iron mineralisation within the Pardoo Project area.

6.4. WHITE EAGLE (2012 TO 2013)

During 2013, White Eagle investigated the base metal prospectivity of the Pardoo Project area. Predictive modelling by OptiroCapital, included a review of major faults, high fault density, magnetic highs, favourable lithology (greenstones), geochemical anomalies and TEM and VTEM targets.

7. EXPLORATION TARGETS

The majority of the Pardoo Project area is under sedimentary cover and remains under-explored. Base metal mineralisation has been identified within the Pardoo Fault zone at Supply Well prospect. The Pardoo Project area contains approximately 5 km of effective strike of this structural zone, has the potential to host additional areas of nickel, copper and zinc mineralisation and may have potential to host platinum group element mineralisation. In addition low grade magnetite mineralisation has been intersected at Supply Well.

Exploration targets for massive and disseminated sulphides have been identified by EM anomalies along the Pardoo Fault zone; these remain to be tested. Ten of the geophysical anomalies are over a 5 km 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 area of the prospect.

OptiroCapital reviewed the available assay data from the drilling at Supply Well; drillhole intersections with significant base metal mineralisation are listed in Table 7.1 and drillhole locations are illustrated in Figure 7.1. In OptiroCapital’s opinion assay data from the other drillholes at Supply Well indicated insignificant levels of base metal mineralisation.

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Figure 7.1 Supply Well drillhole locations

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Table 7.1 Supply Well prospect – zinc and nickel mineralised intersections

Drillhole	Intersection from – to(m)	Interval (m)
			Grade

DD90SW008	205.2 – 206.05	0.85	16.8% Zn
DD89SW004 including	146.0 – 153.2 149.42 – 149.74	7.20 0.32	0.42% Ni 5.85% Ni
DD90SW010	98 – 115 250 – 269 284.3 – 299.9	17.0 19.0 15.6	0.17% Ni 0.11% Ni 0.13% Ni
RC07SW005	88 – 116	28.0	0.11% Ni

Predictive modelling for base metal mineralisation carried out by OptiroCapital included a review of major faults, areas of high fault density, magnetic highs, favourable lithology (greenstones), geochemical anomalies and TEM and VTEM targets. The predictive modelling identified

an area of moderate to high prospectivity that remains relatively untested immediately to the southwest of the Supply Well prospect
areas in the central and northern part of the project area (to the west of the Supply Well prospect) identified as low prospectivity targets; these targets are coincident with the edge of a gravity high and a with a regional magnetic response.

The Pardoo Project is also prospective for iron ore in the form of magnetite. The strongest magnetic anomalies are located in the northern tenement in the vicinity of Supply Well (Figure 7.2) and are considered prospective for primary magnetite mineralisation. DD90SW009 intersected 257 m (93 m to 350 m) of magnetite mineralisation averaging 30% Fe and DD89SW004 intersected 150 m (78 m to 228 m) of mineralisation averaging 26% Fe.

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Figure 7.2 Pardoo Project area - aeromagnetic data

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8. PLANNED PROJECT EXPENDITURE

White Eagle has prepared staged exploration and evaluation programmes for the Pardoo Project to undertake regional reconnaissance exploration and to investigate targets identified within the progress the Supply Well prospect area.

White Eagle has provided a two-year budget which meets these objectives (Table 8.1). These funds would be spent over a two year period following its capital raising. The budget assumes that White Eagle’s Rights Issue is fully subscribed. Should White Eagle not raise the full amount of A$1.06 M, the White Eagle proposes to adjust its exploration budget accordingly. This expenditure significantly exceeds the anticipated minimum annual statutory expenditure commitment on the tenements.

Table 8.1 White Eagle’s proposed exploration expenditure

Activity	Year 1	Year 2	Total
Reconnaissance drilling and analysis RC and diamond drilling and analysis Geological mapping and geochemical surveys Geophysical surveys Tenement maintenance and administration Field support(materials, supplies and labour)	$100,000 $100,000 $50,000 $80,000 $30,000 $100,000	$80,000 $160,000 $30,000 $40,000 $30,000 $120,000	$180,000 $260,000 $80,000 $120,000 $60,000 $220,000
Total	$460,000	$460,000	$920,000

In OptiroCapital’s opinion the mineralisation identified at the Supply Well prospect and the identified exploration targets within the Pardoo Project have sufficient technical merit to justify the proposed programmes and associated expenditure.

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Independent Geologists' Report on the Mineral Assets of White Eagle Resources Ltd

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9. DECLARATIONS BY OPTIROCAPITAL

9.1. INDEPENDENCE

OptiroCapital is an independent consulting organisation which provides a range of services related to the minerals industry including, in this case, independent geological services, but also resource evaluation, corporate advisory, mining engineering, mine design, scheduling, audit, due diligence and risk assessment assistance. The principal office of OptiroCapital is at 50 Colin Street, West Perth, Western Australia, but OptiroCapital’s staff work on a variety of projects in a range of commodities worldwide.

This report has been prepared independently and in accordance with the VALMIN and JORC Codes of the AusIMM. The authors do not hold any interest in White Eagle Resources Ltd, its associated parties, or in any of the mineral properties which are the subject of this report. Fees for the preparation of this report are being charged at OptiroCapital’s standard rates, whilst expenses are reimbursed at cost. Payment of fees and expenses is in no way contingent upon the conclusions drawn in this report.

9.2. QUALIFICATIONS

The principal personnel responsible for the preparation and review of this report are Mrs Christine Standing (Principal), Mr Jason Froud (Principal) and Mr Ian Glacken (Principal) of OptiroCapital.

Mrs Christine Standing [BSc (Hons) Geology, Grad Dip (Min Econs), MAusIMM, MAIG] is a geologist with over 30 years extensive experience in the exploration and mining industry. She has been consulting in resource estimation and generating independent experts’ reports since 1988, and her skills include resource evaluation studies, grade control and reconciliation work. She is a Principal for Optiro in Perth and is involved in independent technical reviews and valuations of exploration assets.

Mrs Christine Standing has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mrs Standing consents to the inclusion in the report of the matters based on her information in the form and context in which it appears.

Mr Jason Froud is a geologist with over 16 years experience in mining geology, exploration, resource definition, mining feasibility studies, reconciliation, consulting and corporate roles in gold, iron ore, base metal and uranium deposits principally in Australia and Africa. Jason has previously acted as a Competent Person and Independent Expert across a range of commodities with expertise in mineral exploration, grade control, financial analysis, reconciliation and QAQC.

Mr Ian Glacken [BSc (Hons) Geology, MSc (Mining Geology), MSc (Geostatistics), FAusIMM (CP), CEng] is a geologist with 30 years experience worldwide in the mining industry. He specialises in resource audit and independent expert reports and has in recent times compiled IGR reports for the IPO of Tusker Gold Ltd, the Finnish assets of Vulcan Resources Ltd and a report on the assets of Aditya Birla Ltd for an IPO, and has recently generated a report on the assets of two copper companies for a merger. Ian was formerly the Group General Manager Resources and Geology for a major consulting firm.

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10. BIBLIOGRAPHY

Blackney, P., 2010. Pardoo Iron Project Site Visit . Unpublished letter report prepared by Optiro for Segue Resources Limited.
Cooper, M., 2009. Pardoo Iron Ore Potential Review . Unpublished memorandum prepared by Resource Potentials for Segue Resources Limited.
Hickman, A. H., Huston, D. L., Van Kranendonk, M. J., and Smithies, R. H., 2006. Geology and mineralization of the west Pilbara - a field guide. Western Australia Geological Survey, Record 2006/17, 50p.
JORC Code, 2012. The Australasian Code for the reporting of Exploration Results, Mineral Resources and Ore Reserves . Joint Ore Reserve Committee.
Potter, D., 2011. Geological Report & Exploration Plan, Segue Pardoo Project (Nickel & Non-Iron Ore Minerals). Unpublished report prepared for Segue Pardoo Ltd dated 1 February 2001.
Rich, B. H., 2010. Annual Report, Pardoo Nickel Project, E45/1866 & E45/2146, P45/2572 & P45/2573 for 1 September to 31 August 2010. Mithril Resources Ltd unpublished report dated October 2010.
Smithies, R. H., 2004. Geology of the De Grey and Pardoo 1:100 000 sheets . Western Australia Geological Survey, 1:100 000 Geological Series Explanatory Notes, 24p.
VALMIN, 2005. Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Experts Reports . VALMIN Committee.
Weir, D. J., Koellner, A. J., and Haederle, J. M., 1992. Annual Report for Worthy Project for Year Ending July 1992 ELs 45/691, 698, 699, and 1025, Port Hedland SF 50-04, Western Australia . CRA Exploration Pty Ltd unpublished Report No. 18202.

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11. GLOSSARY OF ABBREVIATIONS AND TECHNICAL TERMS

Term	Explanation
Abbreviations	A$ – Australian Dollars, c – circa, around, km – kilometre, km2– square kilometre, m – metre, M – million,Ma – millionyears.
Chemical elements	Fe – iron,Ni – nickel,Zn – zinc.
airborne magnetic survey	A measurement of the magnetic susceptibilityof rocks,measured from aplane in flight.
antiform	A fold shaped like an arch,where the stratigraphic sequence is not known.
Archaean	Era of thegeological time scale within the Precambrian aeon containingrocksgreater than 2500 Ma.
banded iron formation	Iron formation that shows banding, generallyof iron-rich minerals and chert or fine-grainedquartz.
basalt	A finegrained igneous rock consistingmostlyofplagioclase feldspar andpyroxene.
base metals	Non-precious metals includingcopper,lead,nickel or zinc
chalcopyrite	A copper ore(CuFeS2).
chert	A veryfinegrained sedimentaryrock composed of silica.
clastic	A rock composed of fragments of older rocks.
craton	A stable area of continental crust that has not undergone much plate tectonic or orogenic activity for a long period.
diamond drilling	Drillingmethod whichproduces a cylindrical core of rock bydrillingwith a diamond tipped bit.
disseminated	An ore deposit consistingof fineparticles of the ore mineral dispersed through the enclosingrock.
drillhole data	Data collected from the drilling,samplingand assayingof drillholes.
electromagnetic (EM) geophysical surveys	Survey over an area involving the measurement of alternating magnetic fields associated with currents artificially or naturally maintained in the ground. Includes transient electromagnetic (TEM), versatile time domain electromagnetic(VTEM)and movinglooptransient electromagnetic(MLTEM).
fault	A fracture in rock alongwhich displacement has occurred.
felsic	Silicate minerals, magmas, and rocks which are enriched in the lighter elements such as silica, oxygen, aluminium,sodium,andpotassium.
gabbro	A dark,coarse-grained,intrusive igneous rock chemicallyequivalent to basalt.
geophysical survey	A survey that measures the physical properties of rock formations, commonly magnetism, specific gravity,electrical conductivityand radioactivity.
granite	A coarsegrained intrusive felsic igneous rock.
greenstone belt	Zones of variably metamorphosed mafic to ultramafic volcanic sequences with associated sedimentary rocks that occur within Archaean and Proterozoic cratons betweengranite andgneiss bodies.
induced polarisation (IP) geophysical survey	Survey over an area involving the application of an electric or magnetic field and measurement of the decayof voltage in the earth when the field is switched off.
JORC Code	The JORC Code provides minimum standards for public reporting to ensure that investors and their advisers have all the information they would reasonably require for forming a reliable opinion on the results and estimates beingreported. The current version is dated 2012.
mafic	Silicate minerals, magmas, and volcanic and intrusive igneous rocks that have relatively high concentrations of the heavier and darker minerals.
magmatic	Related to orproduced from magma.
magnetic geophysical survey	Survey over an area involving measurements of magnetic intensity of rocks in response to the earth’s magnetic field. Different rock compositions show varying degrees of magnetic intensity, which can be used to infer changes ingeology.
magnetite	An iron oxide mineral(Fe3O4).
metabasalt	A mafic extrusive rocks that has undergone metamorphism.
metasediment	A sediment or sedimentaryrock that shows evidence of havingbeingsubjected to metamorphism.
Mesozoic	Era ofgeological time from 245 to 65 Ma.
mineralisation	Theprocess bywhich a mineral or minerals are introduced into a rock,resultingin a valuable deposit.
pyrite	Iron disulphide, (FeS2).
pyrrhotite	An iron sulphide mineral(FeS)
reverse circulation(RC)	Drillingmethod that uses compressed air and a hammer bit toproduce rock chips.
schist	A group of medium-grade metamorphic rocks, chiefly notable for the preponderance of lamellar minerals such as micas,chlorite,talc,hornblende, graphite,and others.
sediments	Loose,unconsolidated deposit of debris that accumulates on the Earth’s surface.
shear	Movement alonga fault.
stratabound	Confined to a single stratigraphic unit.
strike	Geological measurement – the direction of bearingof beddingor structure in the horizontalplane.
sulphide	Minerals consisting of a chemical combination of sulphur with a metal. Also refers to fresh or unoxidised material.
synform	A fold,shaped like a basin,withyounger layers closer to the centre of the structure.
ultramafic	Igneous rocks with very low silica content (less than 45%), generally >18% MgO, high FeO, low potassium and are composed of usually greater than 90% mafic minerals.
unconformity	A structural break in thegeologicalprofile representingunrecorded time.
volcaniclastic	All volcanicparticles regardless of their origin.

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9. INVESTIGATING ACCOUNTANT’S REPORT

3265-05/1012324_5

WHITE EAGLE RESOURCES LIMITED Investigating Accountant’s Report

26 September 2013

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26 September 2013

The Directors White Eagle Resources Limited Level 2, 1139 Hay Street West Perth WA 6005

Dear Sirs

INVESTIGATING ACCOUNTANT’S REPORT

1. Introduction

We have been engaged by White Eagle Resources Limited ( “White Eagle” or “ the Company ”) to prepare this Investigating Accountant’s Report (“ Report ”) on the historical financial information and pro forma historical financial information of White Eagle for inclusion in the Entitlement Issue Prospectus ( “Prospectus” ). Broadly, the Prospectus will offer a non-renounceable entitlement issue of one (1) new Share for every one (1) Share held by shareholders at an issue price of $0.005 per Share to raise $1,057,821 before costs (based on the number shares on issue as at the date of this Prospectus)(“ the Offer ”). The offer is not subject to a minimum subscription.

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

2. Scope

Historical financial information

You have requested BDO Corporate Finance (WA) Pty Ltd (“ BDO ”) to review the following historical financial information of White Eagle included in the Prospectus:

The Consolidated Statement of Profit and Loss for the year ended 30 June 2013;
The Consolidated Statement of Financial Position as at 30 June 2013; and
The Consolidated Statement of Changes in Equity for the year ended 30 June 2013.

(collectively the " historical financial information ").

The historical financial information has been prepared in accordance with the stated basis of preparation, being the recognition and measurement principles contained in Australian Accounting Standards and the Company’s adopted accounting policies. The historical financial information has been extracted from the financial report of the Company for the year ended 30 June 2013, which was audited by BDO Audit (WA) Pty Ltd in accordance with the Australian Auditing Standards. BDO Audit (WA) Pty Ltd issued an unmodified opinion on the financial report however, an emphasis of matter regarding the Company’s ability to continue as a going concern was included in the audit report.

The historical financial information is presented in the Appendices to this report in an abbreviated form, insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act 2001 .

Pro Forma historical financial information

You have requested BDO to review the pro forma historical statement of financial position as at 30 June 2013 for the Company ( “pro forma historical financial information” )

The pro forma historical financial information has been derived from the historical financial information of the Company, after adjusting for the effects of any subsequent events described in section 7 and the pro forma adjustments described in section 8. The stated basis of preparation is the recognition and measurement principles contained in Australian Accounting Standards applied to the historical financial information and the events or transactions to which the pro forma adjustments relate, as described in section 7 and section 8, as if those events or transactions had occurred as at the date of the historical financial information. Due to its nature, the pro forma historical financial information does not represent the company's actual or prospective financial position.

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 Australian Securities Exchange ( “ASX” ) on 5 May 2011. At the time of admission the Company had the right to earn up to an initial 70% interest in the Pardoo Project which was 100% owned by Segue Resources Limited ( “Segue” ).

Following admission, the Company sought to acquire additional interests in a copper project in Kazakhstan and a silver project in Tajikistan. 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 settled any outstanding claims in relation to these projects.

In December 2012, the Company undertook a rights issue in order to get its shares reinstated to trading. However, the Company was not successful in meeting the minimum ASX cash requirements and as a result its shares were not reinstated to trading by 30 June 2013 and the original agreement with Segue regarding the Pardoo Project expired.

On 28 August 2013, the Company announced that it had entered into an agreement with Segue to purchase two out of the original four Pardoo Project tenements for a cash consideration of $20,000 ( “Tenement Acquisition” ). The tenements purchased will be E45/2146 and E45/3464.

4. Director’s responsibility

The directors of the Company are responsible for the preparation of the historical financial information and pro forma historical financial information, including the selection and determination of pro forma adjustments made to the historical financial information and included in the pro forma historical financial information. This includes responsibility for such internal controls as the directors determine are necessary to enable the preparation of historical financial information and pro forma historical financial information that are free from material misstatement, whether due to fraud or error.

5. Our responsibility

Our responsibility is to express a limited assurance conclusion on the financial information based on the procedures performed and the evidence we have obtained. We have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospective Financial Information .

A review consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Our engagement did not involve updating or re-issuing any previously issued audit or review report on any financial information used as a source of the financial information.

6. Conclusion

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, in all material aspects, the financial performance for the year ended 30 June 2013 or the financial position as at 30 June 2013 in accordance with the stated basis of preparation as described in section 2.

Pro-forma historical financial information

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the pro forma historical financial information is not presented fairly in all material respects, in accordance with the stated basis of preparation as described in section 2.

7. Subsequent Events

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 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.

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

The consolidated 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 2013, the subsequent events set out in section 7, and the following transactions and events relating to the issue of Shares under this Prospectus:

The issue of 211,564,200 Shares at an offer price of $0.005 per Share to raise $1,057,821 before costs pursuant to the Prospectus;
Costs of the Offer are estimated to be $41,826, which are to be offset against the contributed equity; and
The acquisition of the two Pardoo Project tenements, E45/2146 and E45/3464, for a total of cash consideration of $20,000.

9. Disclosures

BDO Corporate Finance (WA) Pty Ltd is the corporate advisory arm of BDO in Perth. Without modifying our conclusions, we draw attention to the Prospectus, which describes the purpose of the financial information, being for inclusion in the Prospectus. As a result, the financial information may not be suitable for use for another purpose.

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

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

White Eagle Resources Limited Consolidated Statement of Profit and Loss	Audited for the period ended 30-Jun-13 $
Revenue from continuing operations Profit on disposal of assets Other expenses Exploration expenditure written off Finance costs Joint venture extension fees Professional fees Loss from continuing operations before income tax Income tax benefit/(expense) Loss from continuing operations after income tax Other comprehensive loss for the year, net of tax Total comprehensive loss for the year	4,277 663 (69,754) (370,243) (14,101) (112,500) (122,319)
	(683,977) -
	(683,977) -
	(683,977)

This consolidated statement of profit and loss shows the historical financial performance of 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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

White Eagle Resources Limited Consolidated Statement of Financial Position Notes	Audited as at Subsequent Pro-forma Pro-forma 30-Jun-13 events adjustments after issue $ $ $ $
CURRENT ASSETS Cash and cash equivalents 2 Trade and other receivables TOTAL CURRENT ASSETS NON CURRENT ASSETS Exploration & evaluation expenditure 3 TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES NET ASSETS EQUITY Contributed equity 4 Share based payments reserve Accumulated losses TOTAL EQUITY	289,620 - 995,995 1,285,615 20,760 - - 20,760
	310,380 - 995,995 1,306,375 98,517 - 20,000 118,517
	98,517 - 20,000 118,517
	408,897 - 1,015,995 1,424,892
	41,148 - - 41,148
	41,148 - - 41,148
	367,749 - 1,015,995 1,383,744 5,636,658 - 1,015,995 6,652,653 242,180 - - 242,180 (5,511,089) - - (5,511,089)
	367,749 - 1,015,995 1,383,744

The consolidated pro-forma statement of financial position after Issue is as per the consolidated 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 consolidated 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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Audited for the White Eagle Resources Limited period ended Subsequent Pro-forma Pro-forma Consolidated Statement of Changes in Equity 30-Jun-13 Events Adjustments After issue Notes $ $ $ $	Audited for the White Eagle Resources Limited period ended Subsequent Pro-forma Pro-forma Consolidated Statement of Changes in Equity 30-Jun-13 Events Adjustments After issue Notes $ $ $ $
Balance as at 1 July 2012 Comprehensive income for the period Loss for the period Total comprehensive income for the period Transactions with equity holders in their capacity as equity holders Contributed equity, net of transaction costs 4 Share based payments reserve Total transactions with equity holders Balance as at 30 June 2013	(4,827,112) - - (4,827,112) - (683,977) - - (683,977)
	(683,977) - - (683,977)
	5,636,658 - 1,015,995 6,652,653 242,180 - - 242,180
	5,878,838 - 1,015,995 6,894,833

	367,749 - 1,015,995 1,383,744

The above consolidated 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

The significant accounting policies adopted in the preparation of the historical financial information included in this Report have been set out below.

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 financial information has also been prepared on a historical cost basis, except for derivatives and available-for-sale financial assets that have been measured at fair value. The carrying values of recognised assets and liabilities that are hedged are adjusted to record changes in the fair value attributable to the risks that are being hedged. Non-current assets and disposal group’s held-for-sale are measured at the lower of carrying amounts and fair value less costs to sell.

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) Principles of consolidation

Subsidiaries

The historical financial information incorporates the assets and liabilities of all subsidiaries of White Eagle as at 30 June 2013 and the results of all subsidiaries for the year. Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group.

Transactions eliminated on consolidation

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.

e) Income Tax

The income tax expense or revenue for the year is the tax payable on the current year’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill.

Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

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

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

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

White Eagle and its wholly owned Australian controlled entity have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements.

Current and deferred tax is recognised in profit and loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

f) Cash and Cash Equivalents

Cash and cash equivalents comprise cash balances, short term bills and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the consolidated entity’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

g) Trade and other receivables

Trade and other receivables are recorded at amounts due less any allowance for doubtful debts. Trade receivables are generally due for settlement within 30 days. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date.

h) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured.

Interest income is recognised in the Statement of Profit and Loss as it accrues, using the effective interest method.

i) Trade and Other Payables

Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

j) Borrowings

The fair value of the liability portion of a convertible note is determined using a market interest rate for an equivalent non-convertible note. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion of the note. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholders’ equity, net of income tax effects.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit and loss as other income or finance costs.

Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is

recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

k) Goods and Services Tax (GST)

Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

l) Exploration and Evaluation Expenditure

Exploration, evaluation and development costs represent intangible assets and are accumulated in respect of each identifiable area of interest. These costs are carried forward where right of tenure to the area of interest is current and to the extent that costs are expected to be recouped through the sale or successful development and exploitation of the area of interest, or where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

When an area of interest is abandoned or the Directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial year in which the decision is made. Each area of interest is also reviewed at the end of each accounting year and accumulated costs are written off to the extent that they will not be recoverable in the future.

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 from intangible assets to mining property and development assets within property, plant and equipment.

m) 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.

n) Financial Instruments

i. Non-derivative financial assets

Financial assets are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.

Non-derivative financial assets comprise deposits, loans and receivables and cash and cash equivalents.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market and are recognised initially at fair value and subsequently at amortised cost using the effective interest rate method. They are included in current assets except those with maturities greater than 12 months after the reporting date which are classified as non-current assets.

Loans and receivables comprise trade and other receivables.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

ii. Non-derivative financial liabilities

Financial liabilities are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

Non-derivative financial liabilities comprise loans and borrowings and trade and other payables. They are recognised initially at fair value and subsequently at amortised cost.

iii. Impairment of financial assets

A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment losses are recognised in the profit or loss.

An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised

o) Plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not shown in the accounts at a value in excess of the recoverable amount from assets.

Depreciation is calculated on a prime cost method so as to write off the net cost of each asset during their expected useful life of 3 to 7 years.

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. Gains and losses on disposals are determined by comparing the proceeds from disposal with the net carrying amount. These gains and losses are included in the statement of profit and loss.

p) Employee benefits

Share-based payment transactions

The share option program allows the Group’s employees and consultants to acquire shares of the Company. The fair value of options granted is recognised as an employee or consultant expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the year during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using a Black-Scholes option-pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only due to share prices not achieving the threshold for vesting.

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

Wages, salaries and annual leave

Liabilities for employee benefits for wages, salaries and annual leave that are expected to be settled within 12 months of the reporting date represent present obligations resulting from employees’ services provided to reporting date, are calculated at undiscounted amounts based on remuneration wage and salary rates that the consolidated entity expects to pay as at reporting date including related on-costs, such as workers compensation insurance and payroll tax.

q) 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.

Options

The fair value of options issued is determined using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted.

Determination of fair values on exploration and evaluation assets acquired in business combinations

On initial recognition, the assets and liabilities of the acquired business are included in the statement of financial position at their fair values. In measuring fair value of exploration projects, management considers generally accepted technical valuation methodologies and comparable transactions in determining the fair value. Due to the subjective nature of valuation

with respect to exploration projects with limited exploration results, management have determined the price paid to be indicative of its fair value.

Recoverability of capitalised exploration and evaluation expenditure

The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the company decides to exploit the related lease itself, or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.

Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, costs of drilling and production, production rates, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

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	Reviewed 30-Jun-13 $	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 2013 Pro-forma adjustments: Proceeds from shares issued under this Prospectus Capital raising costs Cash consideration for acquisition of Pardoo Project tenements Pro-forma Balance	289,620	1,285,615
		289,620 1,057,821 (41,826) (20,000)
		995,995
		1,285,615

NOTE 3. EXPLORATION & EVALUATION EXPENDITURE	Reviewed 30-Jun-13 $	Pro-forma After issue $
Exploration & evaluation expenditure Adjustments to arise at the pro-forma balance: Reviewed balance of White Eagle as at 30 June 2013 Pro-forma adjustments: Cash consideration for acquisition of Pardoo Project tenements	98,517	118,517
		98,517 20,000
		20,000
		118,517

NOTE 4. CONTRIBUTED EQUITY	Reviewed Pro-forma 30-Jun-13 After issue $ $
Contributed equity Adjustments to arise at the pro-forma balance: Fully paid ordinary share capital of White Eagle Pro-forma adjustments: Proceeds from shares issued under this Prospectus Capital raising costs Pro-forma Balance	5,636,658 6,652,653
	Number of shares $ 211,564,200 5,636,658 211,564,200 1,057,821 - (41,826)
	211,564,200 1,015,995
	423,128,400 6,652,653

NOTE 5: RELATED PARTY DISCLOSURES

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

NOTE 6: 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.

APPENDIX 5 WHITE EAGLE RESOURCES LIMITED

HISTORICAL FINANCIAL INFORMATION

		Audited as at Audited as at 30-Jun-12 30-Jun-11 $ $
CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON CURRENT ASSETS Plant & equipment Exploration & evaluation expenditure TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Borrowings TOTAL CURRENT LIABILITES NET ASSETS EQUITY Contributed equity Share based payments reserve Accumulated losses TOTAL EQUITY		106,932 1,385,486 21,388 136,841
		128,320 1,522,327 27,317 99,001 178,030 47,011
		205,347 146,012
		333,667 1,668,339
		125,709 340,230 204,257 -
		329,966 340,230
		3,701 1,328,109 4,588,633 4,592,318 242,180 242,180 (4,827,112) (3,506,389)
		3,701 1,328,109

	Audited for the Audited for the period ended period ended 30-Jun-12 30-Jun-11 $ $
Revenue from continuing operations Other expenses Exploration expenditure written off Finance costs Impairment of assets Loss on disposal of property, plant and equipment Personnel expenses Professional fees Share based payments Loss from continuing operations before income tax Income tax benefit/(expense) Loss from continuing operations after income tax Other comprehensive loss for the year, net of tax Total comprehensive loss for the year	27,633 39,177 (392,501) (354,996) (321,627) (2,586,084) (10,315) (4,325) - (28,138) (74,879) - (335,131) (147,711) (213,903) (424,212) - (100)
	(1,320,723) (3,506,389) - -
	(1,320,723) (3,506,389) - -
	(1,320,723) (3,506,389)

10. SOLICITOR’S REPORT ON TENEMENTS

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27 September 2013

White Eagle Resources Ltd 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 Ltd (Company) for every one (1) Share held by shareholders of the Company at an issue price of $0.005 per Share to raise approximately $1,057,821 before costs (Prospectus).

1. SCOPE

We have been requested to report on certain mining tenements, being E45/2146-I 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 26 September 2013. 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

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26 September 2013. 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 26 September 2013. 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 26 September 2013. 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.

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(b) (Company’s Interest): The Company is not the registered holder of any of the Tenements contained within Part I of the Schedule, however, upon completion of the tenement sale the subject of the tenement sale agreement between the Company and Segue (Pardoo) Ltd, dated on or around 26 September 2013, the Company will become the registered holder of the Tenements contained within Part I of the Schedule.
(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).

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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

3265-05/1012668_3

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.

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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.

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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

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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 45/2146-I	Nil	WCD2007/003
E 45/3464	Nil	WCD2007/003

The status of the native title claims are 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 45/2146-I	05/10/2004
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
E45/2146-1	PL 3114/446 (Pardoo) PL 398/718 (Pardoo)	50.8% 49.2%
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;

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(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;

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(g) unless app a rent from our searches or the information p rovided to us, we have assumed c ompliance with the requirements ne c essary to maintain a Tenement i n good standing;
(h) with respe c t to the application for the grant of a Tenement, we express no opinion as t o whether such application will ultimate l y be granted and that reasonable conditions will be imposed upon grant, although we have no reason to b elieve that any application will be refus e d or that unreasonable conditions w ill be imposed;
(i) references i n the Schedule to any area of land are t a ken from details shown on search e s obtained from the relevant departme n t. It is not possible to verify the a c curacy of those areas without conductin g a survey; and
(j) the inform a tion in the Schedule is accurate as at the date the relevant searches w ere obtained. We cannot comment on whether any changes have occ u rred in respect of the Tenements bet w een the date of the searches a n d 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 conne c tion with the issue of the Prospectus and is not to be relied on or disclosed to any ot h er person or used for any other purpose or quoted or referred to in any public docum e nt or filed with any government body or o ther person without our prior consent.

Yours faithfully

STEINEPREIS PAGANIN

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SCHEDULE – PART I

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 45/2146-I	Segue (Pardoo) Ltd	100/100	05/10/2004	04/10/2013	10	Rent for Yr end 4/10/13 paid in full. $4,755 for Yr end 04/10/2014	Previous Tenement Yr to 04/10/12012 – Expended in Full. Current Tenement Yr 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, & 12 – 16
E 45/3464	Segue (Pardoo) Ltd	100/100	14/04/2010	13/04/2015	5	Rent for Yr end13/4/14 paid in full. $925.50 for year end 13/4/2015	Previous Tenement Yr to 13/04/2013 – Expended in Full. Current Tenement Yr to 13/04/2014 - $20,000.00 minimum expenditure commitments.	-	-	-	-	1, 3 – 11 & 14 - 16

Key to Tenement Schedule

Exploration Licence

All of the native title claims listed in the Schedule have been accepted and entered on the Register of Native Title Claims. Refer to Part II of this Report for the status of the native title claims.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

Tenement conditions and endorsements

1.	The licensee’s attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.
2.	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.
3.	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 protectionofall nativevegetation fromdamage unless priorpermission is obtained.
4.	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 includedin thislicence, subject tothe provisions of theThird Schedule of theMiningRegulations1981 titled"Transitionalprovisionsrelatingto GeocentricDatumof Australia".
5.	All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe immediately after completion.
6.	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 EnvironmentalOfficer,DMP.

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7.	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 explorationprogram.
8.	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.
9.	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.
10.	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, byregistered post,theholderofany underlying pastoralorgrazinglease details of the grantor transfer.
11.	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.
12.	The prior written consent of the Minister for State Development being obtained before commencing mining on Microwave Translator Site Reserve 38768.
13.	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 the prior 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 furtherconditions asmayfrom timetotime beimposed bytheMinister forStateDevelopment for the purpose ofprotectingthe Gas/Petroleumpipeline.

Tengraph interests

	Land Type	Description
14.	Ground Water Area	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 protecting 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.
15.	Surface Water Area	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

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	Land Type	Description
16.	File Notation Area	File Notation Areas are: An indication of areas where Government has proposed some change of land tenure that is being considered or endorsed by DMP for possible implementation; and/or Areas of some sensitivity to activities by the mineral resource industry that warrants the application of specific tenement conditions. FNA/7032 – Land Type – S – in relation to tourist venture proposal on Paradoo Pastoral Lease • E 45/3464 (encroachment of 100%); and • E45/2146-I (encroachment of 100%).

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PART II

STATUS OF NATIVE TITLE CLAIMS

TRIBUNAL NUMBER	FEDERAL COURT NUMBER	DETERMINATION NAME	REGISTERED	IN MEDIATION	STATUS
WCD2007/0 03	WAD6185/98 WAD77/2005 WAD6003/2000	Ngarla and Ngarla # 2 (Determination Area A)	Yes	No	Consent determination

ILUAs

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

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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.whiteeagleresources.com.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.

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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.

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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.

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	PRINCIPLES AND RECOMMENDATIONS	COMMENT
1.	Lay solid foundations for management and oversight
1.1	Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.	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.
1.2	Companies should disclose the process for evaluating the performance of senior executives.	The Board reviews the remuneration policies applicable to all Directors and Executive Officers on an as needed basis.
1.3	Companies should provide the information indicated in the_Guide to reporting on Principle 1_.	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.
2.	Structure the board to add value
2.1.	A majority of the board should be independent directors.	A majority of the directors are currently independent with two out of three being independent.
2.2.	The chair should be an independent director.	The chairman is currently independent.
2.3.	The roles of chair and chief executive officer should not be exercised by the same individual.	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.
2.4.	The board should establish a nomination committee.	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.
2.5.	Companies should disclose the process for evaluating the performance of the board, its committees and individual 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.
2.6.	Companies should provide the information indicated in the_Guide to reporting on Principle 2_.	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

Prospectus - Sept 2013 recapitalisation (lodgement version) (5) (2)

	PRINCIPLES AND RECOMMENDATIONS	COMMENT
		annual reports.
3.	Promote ethical and responsible decision-making
3.1.	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.	A Corporate Code of Conduct is included within the Company’s Corporate Governance Plan.
3.2.	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.	The Company has not yet adopted a diversity policy as part of its Corporate Governance Plan.
3.3.	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.	The Board will review progress against any objectives identified on an annual basis.
3.4.	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.	The Board will disclose in its annual report the proportion of women employees, women in senior executive positions and women on the board.
3.5.	Companies should provide the information indicated in the_Guide to reporting on Principle 3_.	The Board will include in the Annual Report each year: • measurable objectives, if any, set by the Board; • progress against the objectives; and

Prospectus - Sept 2013 recapitalisation (lodgement version) (5) (2)

	PRINCIPLES AND RECOMMENDATIONS	COMMENT
		• the proportion of women employees in the whole organisation, at senior management level and at Board level
4.	Safeguard integrity in financial reporting
4.1.	The board should establish an audit committee.	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.
4.2.	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.	Matters which typically would be dealt with by an Audit Committee are currently dealt with by the Board of Directors.
4.3.	The audit committee should have a formal charter.	Such a charter is not considered necessary for the proper function of the committee given the composition of the Audit Committee and the Board.
4.4.	Companies should provide the information indicated in the_Guide to reporting on Principle 4_.	The Company will explain any departures from best practice recommendations 4.1, 4.2 and 4.3 in future annual reports.
5.	Make timely and balanced disclosure
5.1.	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.	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.
5.2.	Companies should provide the information indicated in_Guide to Reporting on Principle 5._	The Company will provide an explanation of any departures from best practice recommendations 5.1 in its future annual reports.
6.	Respect the rights of shareholders
6.1.	Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at	Given the size of the Company, White Eagle Resources Ltd will use third party Investor Relations firms to ensure appropriate and frequent communication with

Prospectus - Sept 2013 recapitalisation (lodgement version) (5) (2)

	PRINCIPLES AND RECOMMENDATIONS	COMMENT
	general meetings and disclose their policy or a summary of that policy.	shareholders as and when required.
6.2.	Companies should provide the information indicated in the_Guide to reporting on Principle 6_.	The Company will provide an explanation of any departures from best practice recommendation 6.1 in its future annual reports.
7.	Recognise and manage risk
7.1.	Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.	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.
7.2.	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’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.
7.3.	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.	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.
7.4.	Companies should provide the information indicated in_Guide to Reporting on Principle 7._	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.

Prospectus - Sept 2013 recapitalisation (lodgement version) (5) (2)

	PRINCIPLES AND RECOMMENDATIONS	COMMENT
8.	Remunerate fairly and responsibly
8.1.	The board should establish a remuneration committee.	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.
8.2.	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	Matters which typically would be dealt with by a Remuneration Committee are currently dealt with by the Board of Directors.
8.3.	Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.	Non-executive directors do not receive performance based bonuses nor are they entitled to retirement allowances.
8.4.	Companies should provide the information indicated in the_Guide to reporting on Principle 8_.	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.

Prospectus - Sept 2013 recapitalisation (lodgement version) (5) (2)

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 Key terms of the Agreement

The Company has entered into an acquisition agreement with Segue to purchase the Tenements. The key terms of the Agreement are as follows:

(a) Segue has agreed to sell 100% interest in tenements E45/2146 and E45/3464 to the Company;
(b) the Company has agreed, subject to Shareholder approval and obtaining any governmental consents or approvals (if required), to pay to Segue $20,000 cash for the Tenements; and
(c) the Company and Segue have agreed that, upon satisfaction of these conditions, Segue will transfer the Tenements to the Company.

12.2 Minerva Corporate Fee

On or around 12 September 2013, the Company entered into a compliance manager agreement (Compliance Agreement) with Minerva Corporate Pty Ltd (ACN 162 518 372) (Minerva). Pursuant to the Compliance Agreement, Minerva has agreed to act as compliance manager to the recapitalisation process of the Company. The Company has agreed to pay Minerva $8,000 (excluding GST) per month until the date the Company is reinstated to trading on the ASX.

The fee encompasses (amongst other things) Minerva’s role in drafting the legal agreement to acquire the Tenements, liaising with ASX in relation to the recapitalisation and proposed activities of the Company; drafting the notice of meeting in respect of the Tenement Acquisition; and managing the preparation, compilation and applications made under this Prospectus.

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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 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.

(h) Variation of rights

Under section 246B of the Corporations Act, the Company may, with the

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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.

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13.4 Interests of experts and advisers

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

(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 $4,000 (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 $90,704.25 (excluding GST).

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 $6,000 (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 $5,009.40 (excluding GST).

Minerva Corporate Pty Ltd has acted as compliance manager for the recapitalisation process. The Company has agreed to pay Minerva Corporate Pty Ltd $8,000 (excluding GST) per month until the date the Company is reinstated to trading on the ASX. During the 24 months preceding lodgement of this Prospectus with the ASIC, Minerva Corporate Pty Ltd has received fees from the Company totalling $9,900 (inclusive of GST).

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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 $20,000 (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 $235,097 (excluding GST and disbursements) in fees from the Company for other services.

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 06 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.

Minerva Corporate Pty Ltd has given its written consent to being named as compliance manager for the recapitalisation process in this Prospectus. Minerva Corporate 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.

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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.

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.

_______ Benjamin Bussell Non-Executive Director For and on behalf of WHITE EAGLE RESOURCES LTD

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15. GLOSSARY

$ means the lawful currency of the Commonwealth of Australia.

Agreement has the meaning given to it in Section 12.1.

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.

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

Shortfall Shares 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 2013

65390_rns_2013-09-26_fdb8d8c5-5706-4daf-b629-f18da109e5ee.pdf

WHITE EAGLE RESOURCES LTD 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

2. IMPORTANT NOTES

2.1

Website – Electronic Prospectus

2.2 Overseas Offer Restrictions

New Zealand

Brunei

2.3 Forwarding-looking statements

2.4 JORC Competent Person Statement

2.5 Photographs and Diagrams

2.6 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

3.10 Details of substantial holders

3.11 Effect on control of the Company

3.12 Taxation

3.13 Dividend Policy

3.14 Directors and Key Personnel

Mr Jeremy Bond Non-Executive Director

Mr Benjamin Bussell Non-Executive Director

Mr Stuart Richardson Non-Executive Director

Management and Consultants

3.15 Disclosure of Interests

Security Holdings

Remuneration

3.16 Agreements with Directors or Related Parties

Deeds of indemnity, insurance and access

3.17 Corporate Governance

3.18 Expenses of the Offer

4. CHAIRMAN’S LETTER

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 Issue of Securities

5.11 Overseas shareholders

New Zealand

Brunei

5.12 Enquiries

6. COMPANY AND PROJECT OVERVIEW

6.1 The Company

6.2 Tenements E45/2146 & E45/3464

(a) General

(b) Geology and Mineralisation

MOTIO LTD Capital/Financing Update 2013