MURRAY COD AUSTRALIA LIMITED - Capital/Financing Update 2011

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PROSPECTUS
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Timpetra Resources Limited ACN 143 928 625

A fully underwritten offer of 50 million Shares at an issue price of $0.20 each, to raise a total of $10 million.

Important Information

This is an important document that should be read in its entirety. If you do not understand any part of this document you should consult a professional advisor. An investment in the securities of Timpetra Resources Limited should be considered speculative in nature.

Lead Manager and Underwriter

01 02 05 06 06 07 08 12 16 23 31 35 39 70 83 92 103 104 106 c

		Disclaimer and Important Notice	01
		Investment Highlights	02
		Risks	05
		Key Details of the Offer	06
		Key Dates	06
		Chairman’s Letter	07
Section	1	Investment Overview	08
Section	2	Details of the Offer	12
Section	3	Project Review	16
Section	4	Results of Exploration Work Performed
		in the Lockington Project	23
Section	5	Board & Management	31
Section	6	Risk Factors	35
Section	7	Independent Technical Report	39
Section	8	Investigating Accountant’s Report	70
Section	9	Independent Tenement Report	83
Section	10	Additional Information	92
Section	11	Consent by the Directors	103
Section	12	Glossary	104
Section	13	Technical Glossary	106
		Corporate Directory	inside back cover
		Registered and Corporate Off ce	back cover

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DISCLAIMER AND IMPORTANT NOTICE

General

Prospective investors should read this Prospectus in its entirety, including the Risk Factors in Section 6, the Independent Technical Report in Section 7 and the Independent Tenement Report in Section 9.

Neither the Company nor any other person guarantees the performance of the Shares offered under this Prospectus, the performance of the Company or the return on any investment.

Gold Fields Limited and its subsidiaries, including Gold Fields Australasia Pty Ltd, does not make any representation or warranty as to the accuracy, reliability, adequacy or completeness of this Prospectus or any of it, or that:

any estimate or forecast contained in the Prospectus will be achieved;
the Company’s Lockington Model is accurate;
any statement as to future matters set out in the Prospectus will prove correct; or
any opinion or advice set out in the Prospectus is correct.

This Prospectus is dated 16 February 2011 and was lodged with ASIC on that date. Neither ASIC nor ASX take responsibility for the contents of this Prospectus.

The expiry date of this Prospectus is 13 months after the date this Prospectus is lodged with ASIC (Expiry Date). No Shares may be issued on the basis of this Prospectus after the Expiry Date.

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An application will be made to ASX within 7 days after the date of this Prospectus for Quotation of the Shares.

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

Investors who wish to subscribe for Shares should complete an Application Form included in this Prospectus.

Certain abbreviations and other defi ned terms are used throughout this Prospectus. Defi ned terms are generally identifi able by the use of an upper case fi rst letter. Details of the defi nitions and abbreviations used are set out in Section 12 of this Prospectus.

Any diagrams and illustrations in this Prospectus, except where indicated, are not necessarily assets owned by the Company, but have been included to give an indication of the nature and or location of the Company’s business, operations and industry in which it operates.

All amounts are in Australian dollars unless otherwise specifi ed.

Electronic Prospectus

A copy of this Prospectus will be made available on the Company’s website www.timpetra.com. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person from passing the Application Form onto another person unless it is attached to or accompanied by the complete and unaltered version of this Prospectus and Application Form. During the Offer Period, any person may obtain a hard copy of this Prospectus and Application Form by contacting the Company by e-mail at [email protected].

Foreign Jurisdictions

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Prospectus does not constitute an offer of Shares in any place in which, or to any person to whom, it would not be lawful to make an offer.

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Exposure Period

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an Exposure Period of 7 days from the date of lodgement of the Prospectus with ASIC. This period may be extended by ASIC for a further period of 7 days. The purpose of this Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of the funds. Applications received before the expiration of the Exposure Period will not be processed until after the Exposure Period. No preference will be conferred upon Applications received during the Exposure Period.

Speculative Investment – Risks

There are risks associated with an investment in Timpetra and the Shares offered under this Prospectus must be regarded as a speculative investment. The Company is involved in mineral exploration which is highly speculative in nature. Accordingly there are signifi cant risks associated with investing in the Company, some of which are outlined in Section 6. Potential investors should take these factors into account and consider whether the Shares are an appropriate investment in view of their personal circumstances. The Shares offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares.

DISCLAIMER AND IMPORTANT NOTICE

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02 INVESTMENT HIGHLIGHTS

Experienced Board of Directors:

The Board of Timpetra comprises individuals with a combined experience of 135 years in the resources industry and a successful track record in the development of resource projects.
The Board members have strong networks in the resource industry with which to create additional commercial opportunities.

Prospective exploration tenements:

Before the Shares are quoted on ASX, Timpetra will acquire from Gold Fields Australasia Pty Limited (Gold Fields) interests in two exploration licences, Lockington South (100%) and Lockington East (77.1%). The Tenements are located at the northern end of the Ballarat-Bendigo gold corridor which forms the heart of the Central Victorian gold district. Timpetra has named this fi rst project the Lockington Project.

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A U S T R A L I A
Bendigo
V I C T O R I A
Melbourne
Ballarat
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The remaining 22.9% interest in Lockington East is held by Pacrim Energy Limited (Pacrim Energy). Details on the joint venture arrangements with Pacrim Energy in respect of this tenement are set out in Sections 10.4.3 and 10.4.4.
Phase 1 exploration in the Lockington Project is complete. Since July 2003, Gold Fields has invested $6.3m in exploration across the two Tenements. Over 100,000 metres of drilling has been completed, as well as extensive geochemistry and ground geophysics work, including:[1]
1,459 soil samples;
1,072 AirCore holes for 109,779 metres; and
34 diamond holes for 11,501 metres drilled between 2004 and 2007 predominantly in the Lockington South Prospect.

Good early stage exploration results achieved:

Through this phase 1 exploration work in the Lockington Project, the Company has identifi ed 8 gold trends with strike lengths of between 3.5 km and 10 km.[2]
Multiple drill holes have produced gold grades in excess of 3 grams per tonne.[3]
1 Refer to the Competent Person’s statement in section 4.5. 2 Refer to the Competent Person’s statement in section 4.5.
3 Refer to the Competent Person’s statement in section 4.5.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

Ready to commence second phase of exploration:

Phase 2 exploration is expected to commence in April 2011 and is designed to confi rm whether the Lockington Project has similar geological characteristics to the Fosterville Mine,[4] a nearby gold mine that produces approximately 100,000 ounces of gold per annum and has a total Gold Endowment of over 2.5 million ounces.[5]
Following positive geochemical and geophysical testing results which support the existence of a major fault, the primary objectives of phase 2 exploration are to confi rm the existence of this fault through drilling and ascertain where it intersects the favourable sediment sequence. This intersection is where the most signifi cant mineralisation is expected to occur.
Initial drilling results suggest the bedrock sequence of rocks is broken by a major fault. Hole 06LODH021[6] was drilled 60 metres west of Lockington Road which intersected a different sequence of sandstones to those intersected 150 metres to the east of the road. In the Company’s view, the different sequence implies the existence of a major structural fault (the Lockington Fault) in the narrow range between these drill holes.[7]

Good infrastructure:

Lockington is an established rural town. The region is well supported by an extensive road network and an established power and water supply.
An experienced mining workforce resides in the nearby communities of Fosterville, Costerfi eld and Bendigo.

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4 4 A mine in which the Company has no interest but is in close proximity to Lockington.A mine in which the Company has no interest but is in close proximity to
5 Lockington.Gold endowment is the sum of the total mined gold and current gold reserves and resources. Refer to http://www.northgateminerals.com for information
on the Fosterville Mine and the Competent Person’s statement in respect of its gold reserves and resources.Refer to http://www.northgateminerals.com for information on the 6
- Footnote: Refer to fi gure 13 on page 26 where hole 06LODH021 is identifi ed as hole 21 on the aerial photograph
6 Fosterville Mine and the Competent Person’s statement in respect of its gold Refer to fi gure 13 on page 26 where hole 06LODH021 is identifi ed as hole 21 on the aerial photograph.
7 reserves and resourcRefer to the Compet e nt Person’s statement in section 4.5.s.

INVESTMENT HIGHLIGHTS

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INVESTMENT HIGHLIGHTS continued

fi ne-grained gold present at Fosterville. This style of mineralisation is more continuous and presents fewer resource estimation challenges than coarse gold ore bodies with a high nugget effect. While this fi ne-grained style is refractory in nature, this type of mineralisation is being economically treated at Fosterville through a treatment of bacterial oxidation.

Strategically located tenements:

The Lockington Project is located in Victoria’s Murray Basin, at the northern end of the Ballarat-Bendigo gold corridor, 50 km due north of the Fosterville Mine.[8]
The Ballarat-Bendigo gold corridor is one of the richest known gold belts in the world having produced over 33 million ounces of gold.
The nearby Fosterville Mine has a total Gold Endowment of over 2.5 million ounces with an ongoing exploration program and currently produces 100,000 ounces of gold per year.[9] The Board believes that the Fosterville Mine is hosted in a similar geological setting to the Lockington Project.

Cornerstone investor:

Gold Fields Australasia Pty Ltd is a subsidiary of Gold Fields Limited, a major gold producer listed on the Johannesburg and New York Stock Exchanges with a market capitalisation of A$11.31 billion as at 2 February 2011. Gold Fields has conducted the preliminary exploration work in the Lockington Project and will retain an exposure to the Lockington Project through an approximate 21.8% shareholding in the Company after completion of the Offer, as well as royalty rights.

Geological indications that the Lockington Project is analogous to the Fosterville Mine, thereby supporting the proposition that a similar resource may exist, include:
the host rock at both locations is an Ordovician turbidite sequence;

Gold Fields has also agreed to provide certain technical services to Timpetra for future exploration and development activities, including for the Lockington Project.

the gold mineralisation is similar to that at the Fosterville Mine; and

See Section 10.4 for further details.

the gold mineralisation is associated with arseno-pyrite in sandstones disrupted by west dipping reverse faults. See the Independent Technical Report in Section 7 for further details.

Discount to exploration expenditure incurred to date:

The Company’s pre-capital raising valuation of $3.75m represents a 40% discount to the exploration expenditure incurred to date.

Importantly, the mineralisation style at Lockington is not similar to the coarse gold present at Bendigo but rather the
8 A mine in which the Company has no interest but is in close proximity to Lockington.
9 Refer to http://www.northgateminerals.com for information on the Fosterville Mine and the Competent Person’s statement in respect of its gold reserves and resources.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

RISKS

There are risks associated with investing in a publicly listed company and particular risks associated with mineral exploration which is a speculative activity. There is a risk that tenements may not yield the expected levels of mineralisation.
Exploration for minerals is highly speculative in nature and there is no guarantee of exploration success. There has currently been insuffi cient exploration work undertaken on the Tenements to defi ne a Mineral Resource in accordance with JORC. The exploration targets identifi ed by the Company are conceptual in nature and no assurances can be given that future exploration efforts will result in the discovery of any Mineral Resource suitable for economic extraction.
Commodity prices, in particular gold, fl uctuate widely and are affected by numerous external factors which are beyond the Company’s control. Whilst the Company is currently only at an exploration stage, a signifi cant fall in commodity or gold prices may have a signifi cant adverse impact on the Company’s future operations. To the extent that in the future the Company is involved in mineral production the revenue derived through the sale of commodities may expose the potential income of the Company to commodity price and exchange rate risks.
Both exploration licences the subject of the Lockington Project expire in late 2011. Although such licences may be renewed, there can be no assurance that such licences will be renewed on acceptable terms or in a timely manner.
Potential investors should pay careful attention to the summary of these and other risks as set out in Section 6 and should consult their professional advisers before deciding whether to subscribe for Shares.

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RISKS

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KEY DETAILS OF THE OFFER

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Offer price $0.20 per Share
Shares currently on issue 3,750,000
Shares to be issued under the Offer 50,000,000
Shares to be issued to Gold Fields under the Sale Agreement 15,000,000
Total shares on issue after completion of the Offer 68,750,000
Indicative market capitalisation based on the Offer price of $0.20 per Share $13,750,000
Gold Fields’ approximate shareholding in the Company after completion of the Offer 21.8%
Anticipated aggregate shareholding of Directors and senior management and their 6.5%
related entities after completion of the Offer
Options currently on issue 4,937,500
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KEY DATES

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2011
Lodgement of the Prospectus with ASIC 16 February 2011
Opening Date (fi rst day for Applicants to submit Application Forms) 24 February 2011
Closing Date (last day for Applicants to submit Application Forms) 5.00pm (AEST)
16 March 2011
Allotment of Shares under the Offer 24 March 2011
Despatch of holding statements to successful Applicants and, if the Offer is oversubscribed, 28 March 2011
refund payments
Trading of Shares on ASX expected to commence 30 March 2011
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The dates shown above are indicative only and may vary. Timpetra reserves the right to close the Offer early or to extend the Closing Date without prior notice. Applicants are therefore encouraged to submit their Application as soon as possible after the Opening Date.

Persons wishing to apply for Shares under the Offer must complete the Application Form at the back of the Prospectus and send the form together with their Application Monies to the address shown on the form so that it is received before the Closing Date. Further information on how to apply is set out in Section 2 and on the Application Form.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

CHAIRMAN’S LETTER

16 February 2011

Dear Investor,

On behalf of my fellow directors, it is with great pleasure that I present to you this Prospectus and invite you to become a shareholder of Timpetra.

Our objective is simple: to identify and acquire advanced greenfi eld gold exploration projects where substantial value can be unlocked with a minimum degree of exploration risk.

In line with this strategy, Timpetra has entered into an agreement to acquire 100% of Exploration Licence 4742 and 77.1% of Exploration Licence 4552, both situated near the town of Lockington (the Lockington Project), from Gold Fields Australasia (Gold Fields). The consideration payable to Gold Fields under the agreement includes the issue of 15 million shares in the Company, giving Gold Fields an approximate 21.8% shareholding in the Company after the completion of the Offer. We look forward to working together with them in this exciting project, and potentially developing and building upon this relationship in the future.

Since July 2003, over 100,000 metres of drilling have been completed in the Lockington Project, as well as extensive geochemical and ground geophysical work. The exploration work undertaken points to the potential for a gold resource in the vicinity. Results to date suggest that host rocks, geological structures, gold mineralisation, and quartz veins are very similar if not identical to the nearby Fosterville Mine,[10] situated approximately 50 km to the south, which has annual gold production of 100,000 ounces and an estimated gold endowment of 2.5 million ounces.[11] This style of mineralisation is more continuous and although this fi ne-grained style is refractory, this type of ore is being successfully treated at Fosterville through a process of bacterial oxidation.

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Furthermore, the Board is fortunate to have Mr Ian Holland, the General Manager at the Fosterville Mine, as a non-executive director of Timpetra.

Drilling results at Lockington South on six east-west sections are of particular interest. Five of the sections intersected the same repeating sequence of sandstone and shale. A sixth hole drilled west of the Lockington Road intersected a different sequence of sandstones, implying the existence of a major structural break or fault correlating with the Lockington Fault interpreted from the geophysical data.

This anomalous drill result not only alludes to the existence of a fault (and implied gold mineralisation), but narrows down the location of the fault to within 300 metres. This provides us with the ideal platform to continue the exploration with defi ned and specifi c drill targets. Phase Two exploration, which is expected to commence in April 2011, has been designed to confi rm whether the Lockington Project is analogous to the Fosterville Mine.

The Board and management team bring together a highly skilled and experienced group of professionals who together have a wealth of operational, technical and corporate experience in mineral exploration and mining operations, both locally and internationally.

The Company is raising $10 million through the issue 50 million shares at an issue price of $0.20 each, in order to fund activities aimed at achieving its objectives over the next two years. The Offer is fully underwritten by Ord Minnett. The Offer provides investors with the opportunity to invest at an entry cost of 40% below the exploration expenditure to date in the Lockington Project alone which itself shows successful exploration results.

It is therefore with great enthusiasm and confi dence that I look forward to welcoming you as a shareholder of Timpetra.

Yours faithfully,

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Tony Grey Chairman

10 A mine in which the Company has no interest.

11 Gold endowment is the sum of the total mined gold and current gold reserves and resources. Refer to http://www.northgateminerals.com for information on the Fosterville Mine and the Competent Person’s statement in respect of its gold reserves and resources.

CHAIRMAN’S LETTER

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08

SECTION 1 INVESTMENT OVERVIEW

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

1.1 Company overview

Timpetra is an Australian public company that is focused on the identifi cation, assessment and development of gold projects. The Company has entered into the Sale Agreement to acquire a 100% and 77.1% interest respectively in two prospective exploration licences in Victoria’s Murray Basin located at the northern end of the Ballarat-Bendigo gold corridor (the Lockington Project) which it plans to develop. The Company aims to provide Shareholders with superior returns through the development of the Lockington Project. The Company will also be focused on identifying and acquiring other advanced greenfi eld exploration projects.

1.2 Company assets

The Lockington Project is located 50 km due north of the Fosterville Mine[12] and 65 km north-east of the Bendigo mining area. The Ballarat-Bendigo gold corridor is one of the richest known gold belts in the world having produced over 33 million ounces of gold since 1851.

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Figure 1: Project Location – The Lockington South Prospect is located entirely within EL 4742 while the Lockington East Prospect is located entirely within EL 4552.

12 A mine in which the Company has no interest.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

Upon completion of the Offer and the Sale Agreement, Timpetra will control two tenements: Lockington East and Lockington South. Exploration activity to date has identifi ed 8 mineralised trends across both tenements.

Figure 2: Lockington gold trends and AirCore drilling. Roads and tracks shown as solid and dashed red lines.

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1.3 Identifi cation of gold mineralisation

The Company’s Exploration Manager, Geoff Turner, has been intimately involved in the Lockington Project since 2004.[13] He was responsible for the initial soil sampling program which led to the drilling of the fi rst hole at Lockington South, returning a gold intersection of 15m averaging 0.53 g/t. Other gold intersections of up to 15m @ 1.27 g/t in 8 of the fi rst 20 holes confi rmed that a new gold mineralised region had been located.

Subsequent diamond drilling supports the Company’s view that potentially signifi cant gold mineralisation exists in the Lockington Project. Exploration to date has identifi ed a number of gold intersections including:[14]

7.7m @ 4.24 g/t from 166m;
4.1m @ 6.28 g/t from 231m;
5.7m @ 3.15 g/t from 303m;
1.8m @ 12.04 g/t from 154m; and
3.5m @ 4.00 g/t from 280m.

13 The Company’s Exploration Manager, Geoff Turner, is not an employee of the Company. Mr Turner is a director of Exploration Management Services Pty Ltd which has agreed to provide geological services to the Company, including the services of Mr Turner. The services agreement with Exploration Management Services Pty Ltd is summarised in Section 10.4.8.

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14 Refer to the Competent Person’s statement in Section 4.5.

SECTION 1 :: INVESTMENT OVERVIEW

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The host rocks and geological structures within the Lockington Project have shown that the geology is analogous to the Fosterville gold deposit located 50 km south. The Fosterville Mine[15] produces 100,000 ounces of gold per year and has a total Gold Endowment estimated at 2.5 million ounces with exploration drilling ongoing.[16] Furthermore, this type of mineralisation is being successfully processed using a process of bacterial oxidation. The importance of this similarity is that it supports the proposition that the geological environment of the Lockington Project can support a signifi cant gold resource. See the Independent Technical Report in Section 7 for more information on the Fosterville Mine.

1.4 Confi rming that a fault structure exists

Based on the experience of the Fosterville Mine, the gold mineralisation in the Lockington Project is presumed to occur where the Lockington Fault truncates the west limb of the folded turbidite sequence (refer to section 6.5 of the Independent Technical Report). The Lockington Fault was initially interpreted from regional and local geophysical surveys, including gravity surveys conducted by GeoScience Victoria (GSV).

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Figure 3: GSV interpretation of part of the 2006 Seismic Survey across the Bendigo Zone.

Further support for the existence of the Lockington Fault came when hole 06LODH021[17] was drilled 60 metres west of the Lockington Road intersected a different sequence of sandstones to those intersected 150 metres to the east of the road. The different sequence implies the existence of a major structural fault (the Lockington Fault) between these drill holes. The presence of a fault, similar to that found at Fosterville, is critical to the development of gold mineralisation of the style expected to be found at Lockington.

15 A mine in which the Company has no interest.

16 Refer to http://www.northgateminerals.com for information on the Fosterville Mine and the Competent Person’s statement in respect of its gold reserves and resources.

17 Refer to fi gure 13 on page 26 where hole 06LODH021 is identifi ed as hole 21 on the aerial photograph.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

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Figure 4: Lockington Trend Concept Model.

The Board believes that a focused drilling program has the potential to confi rm the location of the Lockington Fault and that it lies in a favourable position relative to the folded turbidite sequence thus confi rming the Lockington Model (refer Figure 4 above), by:

a. locating the syncline (inverted fold) immediately east of the Lockington Fault; and
b. proving that the west dipping splay faults cut through the syncline at an angle that creates fracture zones suitable for the development of large areas of gold mineralisation.

Follow-up drilling would then be aimed at repeating these results on sections drilled along the length of the anomaly identifi ed at Lockington South. If positive results are achieved, Timpetra would then proceed to resource defi nition drilling. The funds being raised under the Offer are intended to fi nance this drilling program.

1.5 Evaluation of acquisition opportunities

The Directors have an extensive network in the resources industry and a track record of operational and corporate fi nance experience, including a proven ability to develop and operate mining projects.

Using this group expertise, it is envisaged that the Company will seek to evaluate and acquire additional gold exploration and mining projects. The geographic locations of potential projects have not been defi ned, but it is currently envisaged that any acquisition would be in the so-called epithermal rim of the Pacifi c, including Australia, Indonesia, PNG and the Philippines.

The sizes of potential acquisitions have not been defi ned, but rather will be evaluated on the merits of each opportunity, the availability of capital and the ability of the Company to add value to the potential asset for the benefi t of Shareholders.

1.6 Purpose of the Offer

Timpetra is raising $10 million under the fully underwritten Offer. Funds raised from the Offer will be applied to conduct a staged program of diamond drilling to test and confi rm the model in respect of the Lockington Project (Lockington Model), assess and acquire other gold resource opportunities, provide the Company with working capital and fund the fees and expenses of the Offer. Further details on the proposed use of funds is set out in Section 2.3.

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SECTION 1 :: INVESTMENT OVERVIEW

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SECTION 2 DETAILS OF THE OFFER

2.1 Offer

This Prospectus invites investors to apply for a total of 50 million Shares at an issue price of $0.20 per Share to raise $10 million (before expenses of the Offer). All Shares issued under this Prospectus will be issued as fully paid and will rank equally in all respects with the Shares already on issue.

Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares, and can only be made by completing the Application Form included in the back of this Prospectus.

The Company reserves the right to reject any Application or to allocate any investor fewer Shares than the number applied for.

2.2 Shareholdings following completion of the Offer

The potential ranges of shareholdings in the Company upon completion of the Offer are as follows:

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Shareholder Shares Approximate Founder Options Incentive Options
percentage
shareholding
Gold Fields 15,000,000 21.8% Nil Nil
Directors and senior management 3,750,000 5.5% 3,437,500 1,500,000
Applicants under the Offer 50,000,000 72.7% Nil Nil
Total 68,750,000 100% 3,437,500 1,500,000
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Notes: Each of the Founder Options and Incentive Options noted above are exercisable at 20 cents. A summary of the terms of the Founder Options and Incentive Options is provided in Section 10.2.

As set out in Section 10.5, it is currently proposed that Directors Dion Cohen, Stephen Turner and Anthony Grey will each subscribe for 250,000 Shares under the Offer. Assuming this occurs, the shareholding of Directors and senior management of the Company will increase to approximately 6.5% and the shareholding of other Applicants will be reduced to approximately 71.7%.

2.3 Purpose of the Offer

In the two years following the listing on ASX, the funds raised from the Offer are expected to be applied as follows:

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$
A staged program of diamond drilling to test and confi rm the Lockington Model 4,750,000
Metallurgical testing, geotechnical holes or pre-feasibility studies 1,600,000
Assessment and acquisition of other gold resource opportunities 1,500,000
Working capital purposes 1,285,000
Fees and expenses of the offer (plus the repayment of the loans detailed in Section 10.5) 865,000
Total 10,000,000
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Notes: Refer to section 9 of the Independent Technical Report which shows an overview of expenditure over 2 years.

Refer to Section 10.12 which details the estimated fees and expenses payable in relation to the Offer and Section 10.5 in relation to the repayment of loans.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

In the event that there are no assessment and acquisitions of gold resource opportunities, the Board will consider the most effi cient application of these budgeted funds which may include further expenditure in the Lockington Project.

It should be noted that the Company’s expenditure budgets will be subject to modifi cation on an ongoing basis depending on the results obtained from exploration work carried out. In particular, Year 2 budgeted exploration expenditure may vary depending on the results obtained from exploration and evaluation programs in Year 1 which may lead to increased or decreased levels of expenditure on certain areas of the Lockington Project.

2.4 Capital adequacy statement

The Directors consider that following completion of the Offer, the Company will have suffi cient working capital to achieve its objectives set out in this Prospectus for a period of two years. It should however be noted that an investment in Timpetra is speculative and investors should read the risk factors outlined in Section 6.

2.5 Prospectus and forecasts

There are signifi cant uncertainties associated with forecasting future revenue, expenses and profi tability in respect of gold exploration activities, particularly in relation to the costs and timing associated with identifying and developing gold assets. The Company’s prospects will be affected by:

its future drilling and exploration results;
the future demand for gold; and
its ability to raise additional funds for future exploration activities, development activities or acquisitions.

Timpetra is a recently incorporated mineral exploration company, which will acquire the Lockington Project upon completion of the Offer in accordance with the Sale Agreement. Given the speculative nature of mineral exploration and development, there are signifi cant uncertainties associated with forecasting future revenues and expenses. On this basis, the Directors believe that reliable forecasts cannot be prepared and accordingly have not included forecasts in this Prospectus.

2.6 Underwriting

The Offer is fully underwritten by Ord Minnett Limited. Details of the underwriting agreement with the Underwriter (including the circumstances in which the Underwriter may terminate the Underwriting Agreement) are set out in Section 10.4.6.

2.7 Escrow provisions

Securities on issue as at the date of this Prospectus will likely be subject to the restricted securities provisions of the Listing Rules. Accordingly, all or a proportion of such securities may be required to be held in escrow for up to 24 months. If this is the case, the securities may not be transferred, assigned or otherwise disposed of during the escrow period. ASX will require as condition of the Company’s admission to the Offi cial List that escrow agreements be entered into in accordance with the Listing Rules.

The Directors expect that a signifi cant proportion or all of the Shares, Founder Options and Incentive Options held by the Directors at the date of this Prospectus, and the Shares to be issued to Gold Fields in accordance with the Sale Agreement, will be subject to escrow restrictions.

Escrow restrictions will not apply in respect of Shares issued to Applicants under the Offer.

2.8 Allotment and allocation of Shares

Subject to ASX granting conditional approval for the Company to be admitted to the Offi cial List, the Tenements being registered in the name of the Company and the Sale Agreement completing in accordance with its terms, the allotment of Shares to Applicants will occur as soon as possible after the Closing Date, following which statements of shareholdings will be dispatched. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell Shares before they receive their holding statements do so at their own risk.

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SECTION 2 :: DETAILS OF THE OFFER

Pending the issue of the Shares, or return of the Application Monies, the Application Monies will be held by the Company on trust for the Applicants. The Company, irrespective of whether the allotment of Shares takes place, will retain any interest earned on the Application Monies.

The Directors have the right to allocate Shares under the Offer. The Company may reject any Application or allocate any Applicant fewer Shares than applied for under the Offer.

If an Application is not accepted, or is accepted in part only, the relevant part of the Application Monies will be refunded. Interest will not be paid on Application Monies refunded.

2.9 Foreign securities laws

This Prospectus does not, and is not intended to, constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the Offer. It is the responsibility of any Applicant who is resident outside Australia to ensure compliance with all laws of any country relevant to their Application, 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 Shares. Any failure to comply with such formalities may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or the Offer or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained.

2.10 No minimum subscription

The Offer is not subject to a minimum amount of funds being raised.

2.11 ASX listing

Within 7 days after the date of this Prospectus, the Company will apply to ASX for admission to the Offi cial List and for the Shares to be granted Quotation.

If approval for Quotation is not granted within three months after the date of this Prospectus, or such longer period permitted by the Corporations Act, the Company will not issue any Shares under this Prospectus unless an exemption is granted by ASIC permitting such issue. If the Shares are not issued, the Company will refund all Application Monies without interest as soon as practicable in accordance with the Corporations Act.

If the Company is admitted to the Offi cial List, the Shares are expected to trade under the ticker code “TPR”.

ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may admit Timpetra to its Offi cial List is not to be taken in any way as an indication of the merits of the Company or the Shares offered under this Prospectus.

2.12 CHESS

Timpetra will apply to participate in the Clearing House Electronic Subregister System, known as CHESS, in accordance with the Listing Rules and the operating rules of ASX. On admission to CHESS, the Company will operate an electronic CHESS subregister and an electronic issuer-sponsored subregister. The two subregisters together will make up the Company’s principal register of securities.

Under CHESS, the Company will not issue certifi cates to Shareholders. Instead, the Company will provide Shareholders with a holding statement (which is similar to a bank account statement) that sets out the number of Shares allotted to that Shareholder under this Prospectus.

This statement will also advise investors of either their Holder Identifi cation Number (HIN) (in the case of a holding on the CHESS subregister) or Security Holder Reference Number (SRN) (in the case of a holding on the issuer sponsored subregister).

A statement will be routinely sent to holders at the end of any calendar month during which their holding of Shares changes. A holder may request a statement at any other time however a charge may be incurred for additional statements.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

2.13 Discretion to withdraw Offer

The Company, in consultation with the Underwriter, reserves the right to withdraw this Prospectus and the Offer at any time before the allotment of Shares to successful Applicants. If the Offer does not proceed, the Company will return all Application Monies without interest as soon as practicable in accordance with the Corporations Act.

2.14 Enquiries in relation to the Offer

This Prospectus provides information for potential investors in Timpetra, and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in Timpetra, please contact your stockbroker, accountant or independent fi nancial adviser.

2.15 How to apply

Applications for Shares under the Offer can only be made on the Application Form at the back of this Prospectus.

The Application Form must be completed in accordance with the instructions set out on the back of each Application Form. Completed Application Forms and accompanying cheques should, at any time after the Opening Date, be posted or delivered to an address shown on the Application Form.

Cheques must be made payable to “Timpetra Resources Limited – Subscription Account” and crossed “Not Negotiable”. Completed Application Forms must reach an address shown on the Application Form by no later than the Closing Date. No brokerage or stamp duty is payable by Applicants.

Payment must be made in full for a minimum of 10,000 Shares at the issue price of $0.20 per Share. Applications for more than 10,000 Shares must be in multiples of 1,000.

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The company will treat you as applying for as many Shares as your cheque will pay for.

2.16 Privacy disclosure

The Company collects information in relation to each Applicant as provided on an Application Form (Information) for the purposes of processing the Application Form and, should the Application be successful, to administer the Applicant’s security holding in the Company (Purposes).

The Company may use the Information for the Purposes and the Company may disclose the Information for the Purposes to the Share Registrar or the Company’s related bodies corporate, agents, contractors and third party service providers, and to ASX, ASIC and other regulatory authorities.

The Information may also be used and disclosed to persons inspecting the register, including bidders for your securities in the context of takeovers, licensed securities dealers, mail houses, and regulatory bodies including the

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the Share Registrar at the relevant contact number 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 operating rules of ASX. You should note that if you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.

2.17 Risk factors

Prospective investors in the Company should be aware that subscribing for Shares the subject of this Prospectus involves a number of risks. Some of these risks are set out in Section 6 of this Prospectus and investors are urged to consider these risks carefully (and if necessary, consult their professional adviser) before deciding whether to invest in the Company.

The risk factors set out in Section 6, and other general risks applicable to all investments in listed securities not specifi cally referred to, may in the future affect the value of the Shares. Accordingly, an investment in the Company should be considered speculative.

SECTION 2 :: DETAILS OF THE OFFER

16 SECTION 3 PROJECT REVIEW

Key Points

Timpetra’s primary focus is the Lockington Project situated in Central Victoria at the northern end of the BallaratBendigo gold corridor, one of the richest gold producing areas in the world.
Geophysical and geochemical studies followed by positive drilling results of gold grades in excess of 3 g/t in 11 diamond drill holes points to the potential for a gold deposit.
To date, 8 mineralised trends have been identifi ed over a width of 5 kilometres with strike lengths from 3.5 kilometres to more than 10 kilometres. Further drilling may extend these strike lengths.
A number of geological features, including the physical characteristics of the host rocks, geological structures, gold mineralisation and quartz veins similar to those found at Fosterville indicate that the Lockington Project may have similar properties to the Fosterville Mine,[18] which has a Gold Endowment of approximately 2.5 million ounces.[19]
Hole 06LODH021[20] was drilled 60m west of the Lockington Road and intersected a different sequence of sandstones to those intersected 150m to the east. Timpetra believes that this implies that a major structural fault (the Lockington Fault) may lie between these drill holes lending further support to the positioning of the fault.
The Company believes that the Lockington Fault is the main controller of mineralisation in this geological setting and locating this fault will be the key to defi ning a gold resource.
The next stage in exploration will involve drilling a series of holes across the interpreted position of the Lockington Fault to determine its exact position, and then to locate where the turbidite sequence (of sedimentary rocks) are truncated by this fault to determine where the most signifi cant mineralisation is likely to occur.

3.1 Introduction

Timpetra is a gold exploration company which has agreed to acquire two exploration licences at the northern end of the richly endowed Ballarat-Bendigo gold corridor of Victoria’s Murray Basin region. The Ballarat-Bendigo gold corridor is one of the richest known gold belts in the world having produced a total in excess of 33 million ounces.

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Figure 5: Ballarat – Bendigo Corridor with gold deposits in yellow (Source: GSV database).

18 A mine in which the Company has no interest but is in close proximity to the Lockington Project.

19 Refer to http://www.northgateminerals.com for information on the Fosterville Mine and the Competent Person’s statement in respect of its gold reserves and resources.

20 Refer to fi gure 13 on page 26 where hole 06LODH021 is identifi ed as hole 21 on the aerial photograph.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

The corridor also hosts the profi table Fosterville Mine[21] that is owned by Northgate Mineral Corporation, a company listed on the Toronto Stock Exchange. The Fosterville Mine produced gold during a period of open pit operations in the late 1800s to early 1900s, and from 1991 involving both open pit and underground mining operations. The Fosterville Mine’s current reserves are 3.3 Mt @ 4.75 g/t Au (502,000 ounces) with total Measured and Indicated Resources of 619,000 ounces Au and Inferred Resources of 739,000 ounces Au. The Fosterville Mine has an average annual gold production of approximately 100,000 ounces.[22]

3.2 Timpetra’s Tenements: the Lockington Project

Timpetra has agreed to acquire 100% of the Exploration Licence 4742 and 77.1% of Exploration Licence 4552 from Gold Fields in accordance with the Sale Agreement. The acquisition will take place before the Shares are quoted on ASX. Further details of the Sale Agreement can be found in Section 10.4.1.

The Exploration Licences are situated near the town of Lockington which gives its name to the Lockington Project. The Lockington Project is located 50 km due north of the Fosterville Mine and 65 km north east of Bendigo.

Figure 6: Location of the Lockington Project.

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Gold Fields is the Australian subsidiary of Gold Fields Limited, one of the world’s largest gold producers. Gold Fields Limited is listed on the Johannesburg Stock Exchange (primary listing) with a market capitalisation of A$11.31 billion as at 2 February 2011 and has secondary listings on the New York Stock Exchange, the Dubai International Financial Exchange, Euronext in Brussels and the Swiss Exchange.

Gold Fields has spent $6.3m undertaking initial exploration activities in the Lockington Project.

The minority shareholder in Exploration Licence 4552 is Pacrim Energy, a company listed on ASX. The current joint venture agreement between Gold Fields and Pacrim Energy will be assigned to Timpetra upon completion of the acquisition. Further details of the joint venture agreement and the assignment agreement can be found in Section 10.4.

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21 A mine in which the Company has no interest but is in close proximity to the Lockington Project.

22 Refer to http://www.northgateminerals.com for information on the Fosterville Mine and the Competent Person’s statement in respect of its gold reserves and resources.

SECTION 3 :: PROJECT REVIEW

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3.3 Geological setting and the Lockington Model

Gold in Victoria is associated with fault zones. A fault zone is an area of shattered rock caused by movements in the crust of the earth. One of the consequences of a fault zone is that the shattered rock forms an excellent conduit for hydrothermal fl uids rising from the depths of the earth bringing with them many minerals that are dissolved in the

Gold in the Bendigo-Ballarat corridor of Victoria is also associated with a particular sequence of sandstones and shales called turbidites which have been folded into repeating anticlines and synclines.

Regional faulting in the Bendigo-Ballarat region, combined with the sedimentary layering of the geology, manifests in the formation of splay faults or secondary fault lines peeling off from the primary faults. The Company considers that the 8 strongly mineralised trends defi ned to date in the Lockington Project are gold-arsenic halo mineralisation representing the near-surface expression of a primary gold mineralisation deposited within such splay faults.

The gold mineralisation found at the Fosterville Mine[23] is localised where west-dipping splay faults cut through a synclinal fold of the turbidite sequence immediately east of the major Fosterville Fault. The relationships between the folded bedding and the splay faults allow for major fracturing of the sandstones along zones parallel to the folds to form a “shoot”. Shoots of fractured rock provide good sites for fl uid fl ow and gold-arsenopyrite deposition as shown in Figure 7 below.

The Company’s working thesis for the Lockington Project is that the deposition of gold in shoots may be located where the splays from the interpreted Lockington Fault intersect the synclinal fold at an angle that creates zones of strong fracturing suitable for the development of areas of gold mineralisation. In this model, long horizontal mineralised shoots develop close to the Lockington Fault, running north and south.

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Figure 7: Lockington Model – stylised section, looking north.

Lockington targets or shoots are shown where the splay faults (shown in red) from the Lockington Fault intersect the turbidite beds at an oblique angle, producing wide zones of fracturing. The splay faults have been intersected at some distance from the Lockington Fault (the main conduit of the gold bearing fl uids) with consequent lower grades and weaker fracturing.

23 A mine in which the Company has no interest but is in close proximity to the Lockington Project.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

In this model, near surface weathering of the mineralised splay faults has produced the mineralised trends (or goldarsenic haloes) some of which were which were located as much as up to 800 metres east of the Lockington Fault. Diamond drilling by Gold Fields targeted these haloes, but did not target the Lockington Fault. However, many of the holes that returned the highest levels of mineralisation were those drilled further to the west and closest to the interpreted Lockington Fault lending support for the model. Furthermore, a hole drilled west of the Lockington Fault intersected a completely different basement rock structure, thus in the Board’s view implying the existence of a major structural break in this area.

Based on similarities to the Fosterville Mine, the Lockington Model is premised on the assumption that a series of vertically stacked shoots will exist, giving potential for the discovery of large gold resources that can be accessed by a single mining operation.

3.4 Support for working thesis

The key to exploration success in assessing these styles of deposits is in understanding the main geological controller of the mineralisation. In the Lockington Project, this will be the Lockington Fault and subsidiary or splay faults which act as conduits for mineral bearing fl uids.

The Company’s Lockington Model, and thus the proposed exploration program to be conducted by Timpetra is based on being able to:

identify the controlling fault of mineralisation (the Lockington Fault);
locate the syncline close to the fault; and
identify where the folded turbidite sequence is truncated by the fault as this is where the most signifi cant mineralisation is likely to occur.

The Company’s strategy is supported by the following:

Evidence for the existence of the Lockington Fault

Interpretation of regional gravity imagery led to the recognition of a signifi cant structural break (the Lockington Fault) as a fi rst order splay from the regional Campaspe (also known as the Redesdale Fault). At that time the Fosterville Fault was also recognised as a fi rst order splay from the same fault.

A fi rst order splay fault is a fault that is directly connected to a main fault. Successive faults leading off a fi rst order splay are termed second order, and so on. According to modern theories of structurally controlled mineralisation, metals are unlikely to deposit along major faults where the fl uid fl ow, temperatures and pressures are too high. Instead, metals are more likely to be deposited from the hydrothermal fl uids in areas where these parameters are just right, that is along second or even third order splays.

The Lockington targets are developed along 2[nd] or 3[rd] order splay faults as illustrated in Figure 7.

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SECTION 3 :: PROJECT REVIEW

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Figure 8: Gravity image of central Victoria.

Figure 8 is a gravity image of central Victoria. Magenta and red colours indicate the presence of dense rocks, while the blue colours indicate the presence of less dense rocks. Major structural breaks are readily seen as linear colour boundaries denote sudden breaks in rock density. The Lockington Project is on the Lockington Fault in the darker red colours in the north of this image. The Fosterville Mine[24] is due south of the Lockington Fault and the Bendigo mining area is immediately west of the Whitelaw Fault in a similarly coloured zones.

Later gravity surveys supported this interpretation, placing the Lockington Fault west of most of the diamond drilling completed by 2007.

In July 2006, drilling at Lockington South on six sections intersected the same repeating sequence of sandstone and shale. A hole drilled west of the Lockington Road (hole 06LODH021) intersected a different sequence of sandstones, implying the existence of a major structural break or fault correlating with the Lockington Fault interpreted from the geophysics data.

This anomalous drill result not only alludes to the existence of a fault (and associated gold mineralisation), but narrows down the location of this fault to within 300 metres. This area will be targeted in the second phase of drilling. Figure 9 below shows the Lockington Gold Trends and position of the diamond drill holes. Hole 06LODH021 can be clearly seen to the west of Lockington Road.

24 A mine in which the Company has no interest but is in close proximity to the Lockington Project.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

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Figure 9: Diamond drilling location map.

Evidence for the existence of a syncline

Drilling from 2005 to 2007 east of Lockington Road intersected a sequence of folded sandstones and shales. These form an anticline-syncline pair (termed the Friesian Anticline-Syncline pair) with a long limb dipping west towards the Lockington Road. The Company believes this limb is likely to enter a synclinal fold (termed the Jersey Syncline) within 100 to 150 metres as the average wavelength (the distance between crests of anticlines, or troughs of synclines) in regional Victoria is generally no more than 300 metres.

At Lockington South, only the anticlinal structures have been drilled 200 to 300 metres east of the interpreted location of the Lockington Fault. The syncline (which must be west of the known anticline further east) in the footwall of the Lockington Fault is yet to be drilled which is the key drill target area. Refer to the Lockington Model in Figure 7.

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SECTION 3 :: PROJECT REVIEW

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Further supporting evidence for the Lockington Model

The Company fi nds further support for the Lockington Model by the fact that the host rocks, geological structures, gold mineralisation, quartz veins and other relevant geological features are very similar to the Fosterville Mine[25] (but not the Bendigo mining area, as it falls on a different system) as summarised in the table below:

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

Geological Fosterville Mine Lockington Project Bendigo mining area
Feature
Host rock Ordovician turbidite sequence Ordovician turbidite sequence Ordovician turbidite sequence
Bedrock Folded sequences of shale and Folded sequences of shale Folded sequences of shale
geology sandstone and sandstone and sandstone
Veining Stringer quartz and quartz- Stringer quartz and quartz- Massive quartz veins in large
carbonate veining in fracture zones carbonate veining in fracture zones open space fi ll
Mineralisation Gold arsenopyrite disseminated Gold arsenopyrite disseminated Free gold in massive quartz
through sandstones near fault through sandstones near fault
zones zones
Faults Steep west dipping faults with Moderately west dipping faults West dipping reverse faults,
secondary footwall spays – major steep west dipping fault producing major breccia zones
has been interpreted, but not where cutting across anticlines
yet tested.
Petrological Gold occurs with the Gold occurs with the Free gold occurs as nuggets
studies arsenopyrite in solid solution, arsenopyrite in solid solution, and wire in quartz
and as free gold inclusions and as free gold inclusions
within pyrite grains and rarely within pyrite grains and
within quartz carbonate veins sometimes within quartz
carbonate veins
Age of 2 altered felsic porphyry dikes at Recent dating of a felsic dike in Dating of micas give an age
mineralisation Fosterville with ages of 383±3 the Lockington South Prospect range of 455 to 440 Ma
Ma and 376±3 Ma gave a date of 380 Ma
Length of strike Gold worked intermittently over Gold anomalies 5 km at 13 km – South Bendigo to
8.5 km Lockington South, and 10 km North Eaglehawk
at Lockington East
Width of gold 2 or 3 parallel zones across 8 parallel zones across 3.5 km across Bendigo
mineralised area 2.5 km width 5 km width
Annual gold FY09/10 – 103,000 ounces with a n/a FY09/10 – 37,000 ounces at a
production cash cost of US$673 per ounce cash cost of A$834 per ounce
Gold Statistics Gold Endowment of more than n/a Historical production of over
2.5 million ounces 22 million ounces
----- End of picture text -----*

Refer to http://www.northgateminerals.com for information on the Fosterville Mine and the Competent Person’s statement in respect of its gold reserves and resources.

The Board believes that a focussed drilling program could prove the Lockington Model by:

intersecting the Lockington Fault, then locating the syncline immediately east of the Lockington Fault; and
proving that the west dipping splay faults cut through the syncline at an angle that creates fracture zones suitable for the development of areas of gold mineralisation.

The funds raised from the Offer will be used, among other purposes, to conduct the second phase of exploration in the Lockington Project to test the accuracy of the Lockington Model. Further details on the use of funds are set out in Section 2 of this Prospectus and the Independent Technical Report.

25 A mine in which the Company has no interest but is in close proximity to the Lockington Project.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

SECTION 4 RESULTS OF EXPLORATION WORK PERFORMED IN THE LOCKINGTON PROJECT

4.1 Geophysical surveys

Regional geophysical datasets were collated from GeoScience Australia and GSV in 2003, including aeromagnetic, gravity and radiometric data.

Figure 10 shows a section of the seismic survey completed by GeoScience Australia in 2006. It clearly identifi es the Meadow Valley Fault with the Lockington Fault showing as a fi rst order splay fault. Mapping by GSV in 2009 refi ned the Meadow Valley Fault, which is now referred to as the Redesdale Fault. The term Campaspe Fault is used for this structure.

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Figure 10: GSV interpretation of the 2006 Seismic survey across the Bendigo Zone.

See Figure 8 for regional gravity image and structural interpretation.

Following detailed gravity surveying, Gold Fields conducted surface geophysical testing across 81 sq km of the Lockington Project. The Company considers that the results of this geophysical testing lends further support to the location of these major structural features including the west dipping Campaspe Fault Zone (east of Lockington East Prospect) and the Lockington Fault (immediately west of the Lockington South Prospect).

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SECTION 4 :: RESULTS OF EXPLORATION WORK PERFORMED IN THE LOCKINGTON PROJECT

24

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Figure 11: Detailed gravity image, Lockington South. Image from detailed gravity survey conducted by Gold Fields in 2005.

In Figure 11, the north-south break clearly defi nes the Lockington Fault just east of the Hunter-Lockington and the Lockington Roads, shown as the black & white line. The black and white line in the north east corner may be the controlling fault for the Lockington East Prospect suggesting a potential duplication of the Lockington Model at this prospect which requires further investigation. Other structures, indicated by the solid black lines, can be interpreted which will also be investigated in due course. The township of Lockington is indicated by the close network of roads (in red) at the top of the image.

4.2 Geochemical sampling

Geochemical sampling involves the collection and analysis of various types of geological material such as soils, stream sediments and rocks. Geochemical sampling plays a key role in the locating of mineralisation to outline the general distribution of mineralisation at shallow depths where outcrops of bedrock are minimal or non-existent.

In excess of 1,450 soil samples were collected from the Lockington region from which a number of areas showing anomalous gold, silver and arsenic geochemistry were identifi ed. Initial drill targets were selected where the anomalous geochemistry coincided with the location of the faults already interpreted from the geophysical data.

4.3 AirCore drilling

AirCore drilling can achieve a good sample quality from depths of up to 200 metres in good conditions. As the host bedrock is under up to 100 metres of clays and sands in the Murray Basin sediments, this method of drilling is a recognised cost-effective method of collecting samples of the basement to determine its geochemistry and potential to host gold mineralisation.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

AirCore drilling to basement in the initial program of 20 holes (in 2004) intersected signifi cant gold with good arsenic support in 8 of these holes. Intersections such as:[26]

15m @ 1.27 g/t;
15m @ 0.29 g/t;
6m @ 0.74 g/t; and
15m @ 0.53 g/t,

of gold confi rmed that signifi cant gold mineralisation had been discovered. As this method is aimed at identifying wide geochemical haloes to mineralisation, rather than the diffi cult task of trying to intersect narrower ore bodies, any basement sample with a value greater than 0.1 g/t gold is considered to be signifi cant.

Following these results, a further drilling program resulted in over 109,890 metres drilled in 1,072 holes across the Lockington Project between 2003 and 2007. The result of this AirCore drilling identifi ed four gold-in-basement geochemical anomalies or gold trends (of > 0.1 g/t gold) at Lockington South with a length of over 3 kilometres, and another four anomalies at Lockington East with lengths up to 10 kilometres as shown in Figure 12 below.

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Figure 12: Lockington Project – outline of gold mineralisation trends.[26]

Gold trends forming the Lockington South and Lockington East Prospects are shown in gold colours. AirCore holes are indicated by triangles, coloured according to the maximum gold grade returned from each hole.

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26 Refer to the Competent Person’s statement in section 4.5. 27 Refer to the Competent Person’s statement in section 4.5.

SECTION 4 :: RESULTS OF EXPLORATION WORK PERFORMED IN THE LOCKINGTON PROJECT

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4.4 Diamond drilling

In total 11,501 metres of diamond drilling in 34 holes have been drilled to date. Between 2005 and 2007, 25 diamond holes were drilled on the two longest trends at Lockington South and 6 holes drilled on the 10 km long Main-Lees Trend at Lockington East.

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Figure 13: Diamond drilling location map (last two digits correspond with hole ID in Tables 1 and 2 below).

Although no signifi cant results were obtained from the Lockington East drilling, Timpetra believes that the complex geology encountered in these holes does not preclude this area from further investigations, once a better understanding of the overall mineralisation is gained.

13 of 25 holes drilled at Lockington South produced signifi cant results. These are shown below in Table 1. When these results are cross referenced against the drilling collar data shown in Table 2 and the aerial photograph of the diamond drilling at Lockington South shown in Figure 13 it can be seen that many of the holes that returned the highest levels of mineralisation were those drilled further to the west and closest to the interpreted Lockington Fault, thereby lending support to the Lockington Model.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

Table 1: Signifi cant diamond drill results at Lockington South[28]

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

Hole ID From To Au (ppm) Thickness
05LODH001 166.0 173.7 4.24 7.7
05LODH001 181.5 183.6 2.92 2.1
05LODH002 259.8 261.0 2.44 1.2
05LODH004 154.6 156.4 12.04 1.8
05LODH004 224.5 226.1 19.49 1.6
05LODH004 270.0 282.0 2.47 12.0
05LODH005 230.8 234.9 6.28 4.1
05LODH005 245.8 247.5 1.77 1.7
05LODH006 280.0 282.0 2.47 2.0
05LODH007 303.2 308.9 3.15 5.7
05LODH008 437.2 437.7 7.55 0.5
06LODH012 161.0 162.6 1.51 1.6
06LODH012 289.6 290.2 10.40 0.6
06LODH015 141.2 146.3 1.65 5.1
06LODH017 301.4 302.3 3.47 0.9
06LODH017 453.0 454.6 1.54 1.6
06LODH017 507.9 509.3 1.20 1.4
06LODH020 203.0 204.1 2.36 1.1
07LODH022 128.4 130.9 4.17 2.5
07LODH022 129.1 130.9 5.40 1.8
07LODH022 132.3 134.1 2.48 1.8
07LODH024 256.9 258.9 2.50 2.0
07LODH024 271.8 274.4 3.62 2.6
07LODH024 279.9 283.4 4.00 3.5
----- End of picture text -----

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28 Refer to the Competent Person’s statement in section 4.5.

SECTION 4 :: RESULTS OF EXPLORATION WORK PERFORMED IN THE LOCKINGTON PROJECT

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28

Table 2: Lockington South Diamond drilling – collar data

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

Hole ID Depth East North RL Declination Azimuth Target
05LODH001 267 278900 5981179 109.00 -60.0 89.0 Carnie Trend
05LODH002 338 278849 5981176 109.03 -60.0 89.0 Carnie Trend
05LODH003 327 278749 5979578 110.90 -60.0 89.0 Hartley Trend
05LODH004 304 278936 5980956 109.50 -60.0 89.0 Carnie Trend
05LODH005 451 279112 5981183 107.65 -60.0 269.0 Carnie Trend
05LODH006 532 278763 5981174 109.05 -65.0 89.0 Carnie Trend
05LODH007 367 279186 5981164 108.35 -55.0 269.0 Carnie Trend
05LODH008 456 279257 5980911 108.55 -62.0 269.0 Carnie Trend
05LODH009 391 279200 5980930 108.40 -63.0 263.0 Carnie Trend
06LODH010 400 278900 5981506 108.59 -58.0 89.0 Carnie Trend
06LODH011 352 278925 5981507 108.51 -58.0 89.0 Carnie Trend
06LODH012 370 278965 5981892 108.52 -58.0 89.0 Carnie Trend
06LODH013 253 279042 5981895 108.31 -58.0 85.0 Carnie Trend
06LODH014 313 279035 5980959 108.19 -60.0 89.0 Carnie Trend
06LODH015 364 279150 5979974 110.06 -58.0 89.0 Carnie Trend
06LODH016 322 279038 5979970 110.17 -59.0 87.0 Carnie Trend
06LODH017 520 278836 5981903 108.26 -60.0 91.0 Carnie Trend
06LODH018 355 279598 5981261 108.98 -60.0 89.0 Watson Trend
06LODH019 306 279553 5981441 108.78 -60.0 89.0 Watson Trend
06LODH020 331 279604 5981442 108.66 -58.0 89.0 Watson Trend
06LODH021 412 278671 5980333 109.96 -60.0 87.0 Felmingham Trend
07LODH022 507 278933 5980603 109.49 -57.0 89.0 Carnie Trend
07LODH023 373 279772 5981423 108.61 -78.0 271.0 Watson Trend
07LODH024 307 279269 5980598 109.88 -55.0 269.0 Carnie Trend
07LODH025 484 279154 5980598 109.78 -70.0 87.0 Carnie Trend
----- End of picture text -----

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

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Figure 14a: Selected cross
sections through Lockington
South mineralisation.
Figure 14b: Selected cross
sections through Lockington
South mineralisation.
----- End of picture text -----

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SECTION 4 :: RESULTS OF EXPLORATION WORK PERFORMED IN THE LOCKINGTON PROJECT

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30

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Figure 14c: Selected cross sections through Lockington South mineralisation.

The solid fi ll in Figure 14a–c represents shale beds while open fi ll represent sandstones. The dark yellow coloured shale represents a marker bed which can be traced through each section. These sections clearly show gold mineralisation to be associated with west-dipping faults (in dark red) which offset the beds.

Table 1 shows the higher grade intersections only. Overall the gold intersections are relatively narrow, and of a weak tenor. However, the experience at the Fosterville Mine[29] (when applied to the Lockington Project) suggests that higher grades can be expected to be found closer to the Lockington Fault (approximately 200 to 400 metres west of the above drilled sections) where the three west dipping faults peel off from the Lockington Fault.

The Company’s exploration strategy is based on the assumption that the gold tenor is weaker the greater the distance from the Lockington Fault. As the Lockington Fault is the primary corridor for the movement of the gold bearing fl uids, gold deposition close to the junction of the 2nd order splays (the west dipping faults) is likely to be of a higher tenor than that deposited at a greater distance (by gold-depleted fl uids). Also, the Lockington Model predicts fracturing to be more intense where these splays intersect the bedding at a high angle, rather than at lower angles which were the subject of previous drilling.

4.5 Competent person’s statement

The Exploration Results reported in this Prospectus are based on information compiled by Mr Geoff Turner, who is a member of the Australian Institute of Geoscientists. Mr Turner has more than ten years’ experience in the estimation, assessment and evaluation of mineral resources and ore reserves, and has more than 20 years’ experience relevant to the style of mineralisation that is being reported. In this regard, Mr Turner qualifi es as a Competent Person as defi ned in the JORC Code.

Mr Turner is a director of Exploration Management Services Pty Ltd, a company contracted by Timpetra, and consents to the inclusion in this Prospectus of these matters based on the information in the form and context in which it appears.

29 A mine in which the Company has no interest but is in close proximity to the Lockington Project.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

SECTION 5 BOARD & MANAGEMENT

5.1 Board of Directors

Mr Anthony Grey

Non-Executive Chairman

Tony Grey graduated with a BA in History (Hons) and a Juris Doctor from the University of Toronto. Thereafter, he practised law with a major law fi rm in Toronto for seven years. He emigrated to Australia in 1972 and founded Pancontinental Mining and built it into a publicly listed major diversifi ed mining house with interests in gold, base metals, coal, industrial minerals and uranium. He left Pancontinental Mining in 1992 and became a Director of National Mutual Royal Bank and served as Director until 1996. Also in 1992, Tony fi nanced and became Executive Chairman of Polartechnics Ltd, an ASX-listed biomedical company developing a revolutionary Australian invention of an optoelectronic means of diagnosing precancer cells and cancer. The technology received several Australian Government science awards. Tony retired from Polartechnics in 2003. Thereafter, Tony was appointed as Chairman of Kingsgate Consolidated, a gold mining company listed on the ASX. He held this role for four years. Tony also serves on the boards of International Ferro Metals Limited, as non-executive Chairman, International Potash Limited, a Canadian potash company, as a non-executive director and as a director of Mega Uranium Limited and Dejin Resources Limited. Tony has written three books and numerous articles about the mining industry.

Mr Dion Cohen

Managing Director

After qualifying as a chartered accountant at Ernst & Young in 1995, Dion was involved in corporate fi nance and private equity in South Africa from 1996 to 2003. His experience ranges from mergers and acquisition structuring, to capital raisings and management of mining companies in private equity ownership. Dion has also held board positions on listed and unlisted companies. In 2003, he immigrated to Australia and has been involved in consulting and corporate fi nance work. Dion was previously the Chief Financial Offi cer of International Ferro Metals Limited. Dion is a director Formulate Consulting, a company that provides fi nancial, secretarial and corporate fi nance services to junior mining companies.

Mr Stephen Turner

Non-Executive Director

Stephen Turner is the founder of International Ferro Metals and has over twenty years’ experience in fi nancial markets and for the last fi fteen years has specialised in the natural resources sector. Stephen has delivered resource projects in Australia, Southern Africa, Fiji, New Caledonia and the Solomon Islands. He was a founding director of the Australian subsidiary of PSG Investment Group, then South Africa’s sixth largest investment bank. He has an extensive network of business contacts and has raised equity capital in Australia, the UK, Hong Kong, Malaysia and the USA. Stephen is currently a director of Vantage Goldfi elds Limited, Iluka Limited, South American Ferro Metals Limited and International Ferro Metals Limited.

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SECTION 5 :: BOARD & MANAGEMENT

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32 Mr Ian Holland

Non-Executive Director

Ian has over 14 years of experience in a range of technical and management roles across a number of gold and base metal mining operations, including Renison, Mount Gordon, Mount Isa Mines and Fosterville. He is currently the General Manager at the Fosterville Mine. He is a geologist by background and holds both a Bachelor of Science and a Master of Minerals Geoscience from James Cook University, as well as a Graduate Diploma in Applied Finance and Investment from the Securities Institute. Ian is a Member of the Australasian Institute of Mining and Metallurgy, a Fellow of the Financial Services Institute of Australasia and a Graduate of the Australian Institute of Company Directors.

Mr Terence Willsteed

Non-Executive Director

Terry holds a Bachelor of Engineering (Mining) Honours and a BA degree from the University of Queensland, and is a Fellow of the Australasian Institute of Mining and Metallurgy. He has, since 1973, been the principal of consulting mining engineers, Terence Willsteed & Associates. His forty year career in the mining industry has included senior management, operational and engineering positions with Zinc Corporation, Mt Isa Mines Ltd and Consolidated Goldfi elds Ltd. Other recent and current public directorships include International Ferro Metals Limited, Goldsearch Limited, Vantage Goldfi elds Limited and South American Ferro Metals Limited. In his consulting experience, Terry has been involved in the assessment and development of a wide range of mineral, coal and oil shale projects, and has participated in the management of developing and operating mineral projects both in Australia and internationally.

5.2 Management

Under a services agreement dated 31 January 2011, Exploration Management Services Pty Ltd has agreed to provide geological services to the Company. It is currently expected that Geoff Turner and Stewart Govett, two geologists engaged by Exploration Management Services Pty Ltd, will be the principal providers of these services to the Company. Further information about Mr Turner and Mr Govett are set out below. See Section 10.4.8 for a summary of the services agreement with Exploration Management Services Pty Ltd.

Mr Geoff Turner

Exploration Manager

Geoff is a geologist with a B.Sc. (Hons) degree from the University of Adelaide, a M.Sc. degree from the James Cook University in North Queensland and a Graduate Certifi cate in Ecology and Groundwater Studies from the University of Technology in Sydney. He is a Registered Professional Geoscientist with the Australian Institute of Geoscientists (AIG), a Member of the Geological Society of Australia and a Member of the Society of Economic Geologists. He was invited to sit on the Federal Council of AIG in 1999 and became Treasurer of AIG in 2000 and Vice President of AIG from 2002 to 2004.

Mr Turner has over 30 years’ experience in mineral exploration since graduation, predominately gold exploration in the Lachlan Fold Belt, the Tanami, the West African Shield and the Yilgarn. Since 2000, he has managed his own exploration services company based in Bendigo, Exploration Management Services Pty Ltd, which provides fi eld and technical services to the mineral industry.

With Gold Fields, he planned and executed regional exploration programs leading to the discovery in 2004 of the Lockington gold deposit under 70 to 100 metres of Murray Basin cover north of Bendigo. This success was followed in 2010 with the discovery of gold mineralisation under cover near Mitiamo, also north of Bendigo, for Providence Gold & Minerals Pty Ltd.

Mr Stewart Govett

Geologist

Stewart Govett has a B.Sc with major in geology from the University of Ballarat. Stewart was employed initially by Perseverance, then Northgate Mineral Corporation at the Fosterville Mine from 2005 to 2010 where he was involved with logging of diamond drill core, resource modelling and interpretation and underground mapping and interpretation of geological structures.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

The Company is in the process of identifying candidates for the position of Chief Financial Offi cer. The Company currently has interim arrangements in place to cover the absence of this role.

5.3 Right of Gold Fields to nominate director

Under the Ongoing Relationship Deed summarised in Section 10.4.5, for so long as Gold Fields and its affi liates hold a relevant interest in at least 10% of Timpetra’s issued share capital, Gold Fields will have the right to nominate a person for election as a director of Timpetra at Timpetra’s next annual general meeting. See Section 10.4.5 for further information on this arrangment.

5.4 Corporate governance

5.4.1 Introduction

The Board is responsible for the overall corporate governance of the Company, and it recognises the need for the highest standards of ethical behaviour and accountability. The Board is committed to administering its corporate governance structures to promote integrity and responsible decision-making. To the extent that they are relevant to the organisation, the Company has implemented (or intends to implement in the current fi nancial year) all of the Corporate Governance Principles and Recommendations as published by the ASX Corporate Governance Council except as set out below.

Recommendation 2.4 – the Board should establish a nomination committee

The Board has not established a separate nomination committee as the Board considers it unnecessary to have any committees, given the relatively small size of the Board and the Company. The selection of replacement or additional Directors will be undertaken by the Board when necessary.

Recommendation 4.1 – the Board should establish an audit committee

No separate audit committee has been established as the Directors consider it appropriate, given the relatively small size of the Board and the Company, for the functions of an audit committee to be performed by the Board.

As the Board has not established an audit committee, Recommendations 4.2 (relating to the composition of the audit committee) and 4.3 (relating to an audit committee charter) are not relevant.

Recommendation 8.1 – the Board should establish a remuneration committee

No separate remuneration committee has been established as the Directors consider it appropriate, given the relatively small size of the Board and the Company, for the functions of a remuneration committee to be performed by the Board.

The Board considers that the Directors are suffi ciently qualifi ed to consider and decide on matters covering recruitment and remuneration of senior executives, superannuation arrangements, Directors’ remuneration and retirement benefi ts. However, external professional advice may be sought from experienced consultants where appropriate to assist in the Board’s deliberations.

As the Board has not established a remuneration committee, Recommendation 8.3 (relating to the composition of the remuneration committee) is not relevant.

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SECTION 5 :: BOARD & MANAGEMENT

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

• Statement of Board and management functions;
• Policy and procedures for selection and appointment of new Directors;
• Code of conduct for Directors and key executives;
• Share trading policy;
• Summary of procedure for selection of external auditor and rotation of engagement audit partner;
• Continuous disclosure policy;
• Shareholder communications strategy;
• Risk management policy; and
• Process for performance evaluation of the Board, Board committees, individual Directors and key executives.
----- End of picture text -----

5.4.2 Policies and procedures

The following policies and procedures will be fully implemented following the Company’s successful admission to the Offi cial List, and will be available on the Company’s website at www.timpetra.com.

Statement of Board and management functions;
Policy and procedures for selection and appointment of new Directors;
Code of conduct for Directors and key executives;
Share trading policy;
Summary of procedure for selection of external auditor and rotation of engagement audit partner;
Continuous disclosure policy;
Shareholder communications strategy;
Risk management policy; and
Process for performance evaluation of the Board, Board committees, individual Directors and key executives.

The Board will consider on an ongoing basis its corporate governance procedures and whether they are suffi cient given the nature of the Company’s operations and size.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

SECTION 6 RISK FACTORS

Before deciding whether to subscribe for Shares, potential investors should read this Prospectus in its entirety in order to make an informed assessment of the merits of the Company and the Offer.

Investors should consider carefully whether Shares in the Company are an appropriate investment for them and should appreciate that the price of Shares can fall as well as rise.

Shares offered under this Prospectus should be viewed as speculative and whilst the Directors recommend the Offer, investors should be aware of and take into account the risk factors involved.

This section is not intended to be an exhaustive list of the considerations to be taken into account by investors in deciding whether to subscribe for Shares, nor of the risk factors to which the Company is exposed. Some of these risks can be mitigated by the use of safeguards and appropriate systems and actions, but many are outside the control of the Company and cannot be mitigated.

There are risks associated with investing in any form of business and with investing in the share market generally. All investors should consult their professional advisers if they do not understand any part of this Prospectus, the Offer or any matter relating to an investment in the Company.

6.1 Commodity price volatility and exchange rate risks

The gold price may fl uctuate widely and is affected by numerous external factors which are beyond the Company’s control. These factors include supply and demand fl uctuations for gold, technological advancements, forward selling activities and other macro-economic factors.

Gold prices and movements in foreign currency exchange rates have a substantial impact on gold exploration projects, and consequently could impact the value and trading price of the Shares.

To the extent that in the future the Company may be involved in mineral production, the revenue derived through the sale of commodities may expose the potential income of the Company to commodity price and exchange rate risks.

Furthermore, international prices of various commodities including gold are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken to account in Australian dollars. This will expose the Company to the fl uctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

6.2 Exploration success

Exploration for minerals is highly speculative in nature and there is no guarantee of exploration success. There has currently been insuffi cient exploration work undertaken on the Lockington Project to defi ne a Mineral Resource in accordance with JORC.

Exploration activities involve many risks and success in exploration is dependent upon a number of factors including, but not limited to, quality of management, quality and availability of geological expertise and availability of exploration capital. The exploration targets identifi ed by the Company are conceptual in nature and no assurances can be given that future exploration efforts will result in the discovery of any gold deposit suitable for economic extraction.

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SECTION 6 :: RISK FACTORS

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6.3 Exploration target

Exploration target estimates outlined in this Prospectus are expressions of judgement based on knowledge, experience and industry practice. The exploration target estimates are not Mineral Resources as there is currently insuffi cient geological evidence to support the estimate of a Mineral Resource under the JORC code. Therefore by their very nature, mineralisation estimates carry a very low level of confi dence, are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Estimates which were valid when originally calculated may alter signifi cantly when new information or techniques become available. As further information becomes available through additional exploration and development of the Company’s projects, the estimates may change. This may result in alterations to the exploration and development plans which may, in turn, adversely affect the Company’s operations.

6.4 Development and operating risks

Development of any economic mineral deposit identifi ed by the Company will require obtaining the necessary licences or clearances from the necessary authorities who may require conditions to be satisfi ed and/or the exercise of discretion by such authorities. It may or may not be possible for such conditions to be satisfi ed.

The operations of the Company may be affected by various factors, including without limitation, failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, diffi culties 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.

Having only been recently incorporated, the Company does not have any operating history, although it should be noted that the Company’s Directors have among them signifi cant operational experience. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or development of the Lockington Project.

6.5 Environmental risks

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, 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 high environmental standards, including compliance with all environmental laws. Nevertheless, there are certain risks inherent in the Company’s activities which could subject the Company to extensive liability. There is also a risk that changes to environmental laws may impose additional obligations and costs on the Company in the future.

6.6 Native title and title risks

Interests in exploration and mining tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specifi c term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently the Company could lose title to or its interest in tenements if licence conditions are not met or if insuffi cient funds are available to meet expenditure commitments.

It is also possible that, in relation to tenements in which the Company has an interest 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 the consent of the relevant land owner) or to progress from the exploration phase to the development and mining phases of operations may be affected.

The Independent Tenement Report in Section 9 of this Prospectus provides details in respect to native title and the validity of the title to the Lockington Project. Investors are encouraged to read the Independent Tenement Report in its entirety. The Directors will closely monitor the potential effect of any future native title claims involving the tenements in which the Company has or may have an interest.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

6.7 Tenement renewal

The exploration licences the subject of the Lockington Project have been granted by the Victorian State Government and these have a range of conditions which are required to be met in order for them to be renewed. These include reporting and minimum expenditure requirements. There is a risk that the Company may lose its title to these licences if the conditions attaching to the licences are not complied with. If any of these licences are revoked, then the Company will be unable to continue its exploration activities in areas covered by the revoked licences.

As noted in the Independent Tenement Report, both exploration licences the subject of the Lockington Project expire in late 2011. Although such licences may be renewed, there can be no assurance that such licences will be renewed on acceptable terms or in a timely manner. However, the Company has no reason to believe that the exploration licences will not be renewed on terms satisfactory to the Company.

6.8 Joint venture parties, agents and contractors

The Directors are unable to predict the risk of fi nancial failure or default by a participant in any joint venture to which the Company is or may become a party, or the insolvency or managerial failure of any of its contractors or other service providers. Any such event may have a material adverse effect on the Company.

6.9 Share market conditions and security investment

The market price of Shares can fall as well as rise and may be subject to varied and unpredictable infl uences on the market for equities and in particular resource stocks. Neither the Company nor the Directors warrant the future performance of the Company or any return on investment in the Company.

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of mining and exploration companies, can experience extreme price and volume fl uctuations which are unrelated to the operating performance of such companies. These factors may materially affect the market price of Shares regardless of the Company’s performance.

Mineral exploration and mining are speculative operations that may be hampered by circumstances beyond the control of the Company. Profi tability depends on successful exploration and/or acquisition of reserves, design and construction of effi cient processing facilities, competent operation and management and profi cient fi nancial management.

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

6.10 Competition

The Company will be competing with other companies in the resource sector many of which will have access to greater resources than the Company and may be in a better position to compete for future business opportunities. There can be no assurance that the Company can compete effectively with these companies.

6.11 Economic risks

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

local and world economic conditions;
interest rates;
levels of tax, taxation law and accounting practice;
government legislation or intervention; and
infl ation or infl ationary expectations.

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SECTION 6 :: RISK FACTORS

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6.12 Insurance against events

Acts of war, terrorism, civil disturbance and political intervention and natural events such as cyclones, earthquakes, fl ood and fi re may affect Australia and world economy, the market for gold and/or the Company’s operations.

Insurance against these risks and other risks associated with mineral exploration and production is not always available or affordable. The Company will maintain insurance where it is considered appropriate for its needs however it will not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive having regard to the benefi ts that could potentially accrue. If the Company’s operations are affected by an uninsured event, it may have a material adverse impact on the Company.

6.13 Reliance on key personnel

The Company is heavily reliant upon the experience and expertise of its Directors, managers, contractors and other skilled professionals. There is a risk that due to workplace, natural or personal events any number of these persons could become unaffi liated with the Company. To reduce the chance of this happening and retain key personnel the Company intends to provide appropriate working conditions, develop suitable human resource strategies and policies to assist in the retention of key personnel.

6.14 Future capital needs and funding

Further funding may be required by the Company to support its future activities and operations for other matters additional to the expenditures set out in this Prospectus. There can be no assurance that such funding will be available on satisfactory terms or at all.

Any additional equity raising may dilute the interests of Shareholders and any debt fi nancing, if available, may involve fi nancial covenants which limit the Company’s operations. Any inability to obtain fi nance will adversely affect the business and fi nancial condition of the Company and, consequently, its performance.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

SECTION 7 INDEPENDENT TECHNICAL REPORT

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SECTION 7 :: INDEPENDENT TECHNICAL REPORT

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SECTION 8 INVESTIGATING ACCOUNTANT’S REPORT

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

16 February 2011

The Directors Timpetra Resources Limited Level 11, 151 Macquarie Street Sydney, NSW, 2000 Australia

Dear Sirs

Investigating Accountant’s Report on Historical Financial Information and Pro Forma Financial Information

1. Introduction

We have prepared this Investigating Accountant’s Report (the “Report”) on the historical and pro forma financial information of Timpetra Resources Limited, hereafter referred to as the Company, for inclusion in a Prospectus to be dated on or about [16 February] 2011, and to be issued by the Company, in respect of the offer of 50 million ordinary shares in the Company as part of the initial public offering on the Australian Securities Exchange (the “IPO” or the “Transaction”).

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

2. Scope

We have been requested to prepare this Report to cover the following financial information:

Historical Financial Information comprising the historical Balance Sheet as at 31 December 2010 and applicable notes immediately following this report; and
Proforma Financial Information comprising the Proforma Balance Sheet as at 31 December 2010 which assumes completion of the proposed transactions outlined in the notes to the Financial Information following this Report (the “Proforma Transactions”);

(Collectively “the Financial Information”).

The Financial Information is presented 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.

We disclaim any assumption of responsibility for any reliance on this Report or on the Financial Information to which this Report relates for any purposes other than that for which it was prepared. This Report should be read in conjunction with the full Prospectus.

3. Directors’ Responsibility for the Financial Information

The Directors of the Company have prepared and are responsible for the preparation and presentation of the Financial Information.

Liability limited by a scheme approved under Professional Standards Legislation

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4. Our Responsibility for the Financial Information

Our responsibility is to express a conclusion on the Financial Information based on our review. We have conducted an independent review of the Financial Information in order to state whether on the basis of the procedures described, anything has come to our attention that would cause us to believe that:

a. The Historical Financial Information does not present fairly the historical Financial Information as at 31 December 2010 in accordance with the measurement and recognition requirements (but not all of the presentation and disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia;
b. The Proforma Financial Information has not been prepared on the basis of the assumptions set out in the notes to the Financial Information;
c. The Proforma Transactions do not provide a reasonable basis for the Proforma Financial Information; and
d. The Proforma Financial Information does not present fairly the Proforma Balance Sheet as at 31 December 2010 in accordance with the measurement and recognition requirements (but not all of the presentation and disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia as if the Proforma Transactions set out above had occurred at 31 December 2010.

Our independent review of the Financial Information has been conducted in accordance with Australian Auditing and Assurance Standards applicable to review engagements. Our procedures consist of reading of relevant Board minutes, reading of contracts and other legal documents, inquiries of management personnel and the directors of the Company, and analytical and other review procedures applied to the Company’s accounting records. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion on the Financial Information.

5. Conclusion Statement

Review conclusion on the Financial Information

Based on our independent review, which is not an audit, nothing has come to our attention which causes us to believe that:

a. The Historical Financial Information does not present fairly the historical Balance Sheet as at 31 December 2010 in accordance with the measurement and recognition requirements (but not all of the presentation and disclosure requirements) of applicable Accounting Standards and other mandatory professional requirements in Australia;
b. The Proforma Financial Information has not been prepared on the basis of the assumptions as set out in the notes to the Financial Information;
c. The Proforma Transactions do not provide a reasonable basis for the Proforma Financial Information; and

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

d. The Proforma Financial Information does not present fairly the Proforma Balance Sheet as at 31 December 2010 in accordance with the measurement and recognition requirements (but not all of the presentation and disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia as if the Proforma Transactions set out above had occurred at 31 December 2010.

7. Independence or Disclosure of Interest

Ernst & Young does not have any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased conclusion in this matter. Ernst & Young provides other advisory services to the Company, and will receive a professional fee for the preparation of this Report.

Yours faithfully Ernst & Young

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BALANCE SHEET AS AT 31 DECEMBER 2010

Notes Current assets Cash 2 Other current assets Total current assets Non current assets Exploration & evaluation 3 Total non current assets Total assets Current liabilities Trade creditors and accruals 6 Total current liabilities Non current liabilities Non interest bearing loans 6 Total non current liabilities Total liabilities Net assets / (liabilities) Shareholders� equity Share capital 4 Share based payment reserve 5 Accumulated losses Total shareholders� equity	Timpetra Balance Sheet Reviewed 16,627 22,023 38,650 - - 38,650 227,374 227,374 34,884 34,884 262,258 (223,608) 4 58,732 (282,344) (223,608)	Pro forma adjustments Reviewed 9,226,455 - 9,226,455 2,291,573 2,291,573 11,518,028 - - - - - 11,518,028 11,581,422 - (63,393) 11,518,028	Pro forma balance sheet Reviewed 9,243,082 22,023
			9,265,105
			2,291,573
			2,291,573
			11,556,678
			227,374
			227,374
			34,884
			34,884
			262,258
			11,294,420
			11,581,426 58,732 (345,737)
			11,294,420

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TIMPETRA RESOURCES LIMITED :: PROSPECTUS

�

Reviewed Proforma Balance Sheet as at 31 December 2010

The Reviewed Profoma 31 December 2010 Balance Sheet represents the aggregation of the Reviewed 31 December 2010 balances and the Proforma Transactions.

The Proforma Transactions reflect the financial impact of:

a. The issue of 15 million shares to Gold Fields Australasia Pty Limited (�Gold Fields�) as consideration for the purchase of 100% interest in Exploration License 4742 (EL4742) and 77.1% interest in Exploration Licence 4552 (EL 4552) (�the Tenements�). Gold Fields are also entitled to a royalty pursuant to the royalty agreement described in section 10.4.2 of this Prospectus. The sale agreement also contains an anti dilution clause in favour of Gold Fields which is described in section 10.4.1 of this Prospectus. This transaction has been accounted for in the proforma balance sheet as an asset acquisition;
b. The issue of 50 million shares to IPO investors to raise $10 million, before transaction costs;

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c. Payment of $773,545 for capital raising, listing costs and costs associated with the property acquisition from Gold Fields. The portion of these costs relating to the capital raising ($668,578) has been offset against share capital. The portion of these costs relating to the ASX listing ($63,393) has been recorded as an expense. The portion of these costs relating to the property acquisition ($41,573) has been capitalised to the cost of the asset.

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NOTES TO THE FINANCIAL INFORMATION

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Financial Information has been prepared on a historical cost basis. The accounting policies set out below have been consistently applied throughout the relevant period. The financial information is presented in Australian dollars.

Statement of compliance

The Financial Information complies with the recognition and measurement requirements, but not all of the presentation and disclosure requirements of Australian Accounting Standards.

Basis of consolidation

The consolidated financial statements comprise the financial statements of Timpetra Resources Limited.

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

Adjustments are made to bring into line any dissimilar accounting policies that may exist. All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. The parent entity measures its investment in subsidiaries at cost.

Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which Timpetra Resources Limited has control.

Critical accounting estimates

The preparation of financial statements in conformity with Australian equivalents to International Financial Reporting Standards (�AIFRS�) requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the company�s accounting policies.

The Company has made critical accounting estimates relating to the valuation of options (refer to note 5) and the valuation of shares issued to Gold Fields (refer to note 4).

Significant accounting policies

The following significant accounting policies have been adopted in the preparation and presentation of the financial information:

(a) Cash and cash equivalents

Cash in the balance sheet comprise cash at bank and short term deposits with an original maturity of three months or less.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

�

NOTES TO THE FINANCIAL INFORMATION (continued)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(b) Exploration and evaluation costs

Costs arising from exploration and evaluation activities are carried forward provided such costs are expected to be recouped through successful development, or by sale, or where exploration and evaluation activities have not at balance date reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves.

Grants and subsidies are offset against costs as incurred. Costs carried forward in respect of an area of interest that is abandoned are written off in the period in which the decision to abandon is made.

(c) 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.

(d) Income tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period's taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except:

When the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
When the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised, except:

When the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

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NOTES TO THE FINANCIAL INFORMATION (continued)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

When the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

Other taxes

�

Revenues, expenses and assets are recognised net of the amount of GST except:

When the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
Receivables and payables, which are stated with the amount of GST included.

The net amount of GST recoverable from or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(e) Trade and other creditors

Trade and other payables are carried at amortised cost due to their short term nature and are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

�

NOTES TO THE FINANCIAL INFORMATION (continued)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(f) Share Based Payments

The Company provides benefits to some directors and employees in the form of equity-settled shared based payments transactions. The fair value of options granted is recognised as an employee expense over the period during which the employees become unconditionally entitled to the options (the vesting period), with a corresponding increase in equity.

The fair value is measured at grant date using the 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.

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NOTE 2 � CASH AND CASH EQUIVALENTS

Movements in cash Cash balance in Timpetra at 31 December 2010 Add / (subtract) proforma transactions: - 50 million shares issued at $0.20 each to IPO investors - Transaction costs Proforma cash balance at 31 December 2010	$ 16,627 10,000,000 (773,545)
	9,243,082

Note that as at 16 February 2011, the Company owes $90,000 to directors (refer to note 6). The Company intends to repay this balance immediately following IPO. This transaction has not been included as a Proforma Transaction. The effect of this transaction would be to reduce the Proforma cash balance by $90,000.

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NOTES TO THE FINANCIAL INFORMATION (continued)

NOTE 3 � EXPLORATION AND EVALUATION

xploration tenements Exploration tenements balance in Timpetra at 31 December 2010 Add proforma transactions: - Exploration tenements acquired from Gold Fields - Incidental costs of acquisition Proforma balance at 31 December 2010	$ - 2,250,000 41,573
	2,291,573

Exploration tenements

Commitments for exploration expenditure

Minimum annual expenditure required by the Department of Primary Industries on exploration tenement leases acquired from Gold Fields are:

Not later than one year Later than one year but not later than 2 years Later than 2 years but not later than 5 years Later than 5 years	$ 282,054 - - -
	282,054

�

NOTE 4 � CONTRIBUTED EQUITY

Subscription Shares on issue 31 December 2010 Issue of shares to Gold Fields * Offer shares issued at $0.20 to IPO investors Share issue costs Proforma at 31 December 2010	Number $ 3,750,000 4 15,000,000 2,250,000 50,000,000 10,000,000 - (668,578)
	68,750,000 11,581,426

the shares issued to Gold Fields have been issued at $0.20 per share and have been valued by applying a discount of 25% to take account of escrow provisions relating to these shares.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

�

NOTES TO THE FINANCIAL INFORMATION (continued)

NOTE 5 � SHARE BASED PAYMENTS

The Company issued the following options to the Directors:

Option Holder	Related party director	Granted on 24 August 2010	Granted on 1 November 2010	Total
Dion Cohen & Tania Cohen ATF theDMCFamilyTrust	Dion Cohen	479,167	666,666	1,145,833
Independent Nominee Corporation Pty Ltd ATF Simone FamilyTrust	Stephen Turner	479,167	666,666	1,145,833
Dalvin PtyLtd	Anthony Grey	479,168	666,666	1,145,834
Total		1,437,502	1,999,998	3,437,500

The terms and conditions of the options granted will entitle Option holders to subscribe for and be allotted an ordinary share on the following basis and terms:

a. Each option entitles the holder to subscribe for one fully paid ordinary share in the capital of the Company upon exercise of the option and payment of the Exercise Price
b. Each option is exercisable at A$0.20, payable in full on exercise of the option
c. The options expire on 31 December 2013
d. Holders may exercise options at any time up to the Expiry Date. Any option not exercised automatically expires on the Expiry Date.

The fair value of the options as at the grant date has been determined to be $0.00133 for each option granted on 24 August 2010 and $0.02841 for each option granted on 1 November 2010. These represent the �fundamental values� of the options on those dates, that is, values calculated using a methodology that takes into account the difference between the share value and the option exercise price, the benefit to the option holder of having the use of the funds required to exercise the option less the present value of the foregone dividends on the shares.

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The following assumptions were made in valuing these options:

	Granted on 24 August	Granted on 1
	2010	November 2010
Market price of shares on date of issue	$0.01	$0.20
Risk free rate	4.865%	5.238%
Dividend yield	nil	nil

NOTE 6 � RELATED PARTY DISCLOSURES

a. Transactions with related parties

The Company has received unsecured, interest free loans from the following Directors

Director	At 31 December	Subsequent to 31	Total
	2010	December 2010	14 February 2011
Dion Cohen	24,884	5,116	30,000
Stephen Turner	10,000	20,000	30,000
Anthony Grey	-	30,000	30,000
	34,884	55,116	90,000

�

These loans will be repaid by the Company after the Closing Date using the proceeds of the Offer. The repayment of these loans has not been reflected in the Proforma Balance Sheet.

It is currently proposed that Directors Dion Cohen, Stephen Turner and Anthony Grey will each subscribe for 250,000 Shares under the Offer.

Remuneration of Key Management Personnel

The details of the service agreements and remuneration of the Directors, including the Managing Director, and the Company�s Exploration Manager, Mr. Geoff Turner, are set out in sections 10.4.8, 10.6 and 10.7 of this Prospectus.

Also, included within Trade Creditors is a balance of $165,000 (including GST), being $55,000 owing to each of Dion Cohen, Stephen Turner and Anthony Grey. This balance relates to advisory fees payable to Directors. This balance is interest free and is repayable upon the admission of Timpetra to the Official List. The repayment of this loan has not been reflected in the Proforma Balance Sheet.

NOTE 7 � SUBSEQUENT EVENTS

Subsequent to 30 December 2010 the Company issued 1.5 million incentive options to directors and management, the details of which are described in section 10.2 of this Prospectus.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

SECTION 9 INDEPENDENT TENEMENT REPORT

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Governor Phillip Tower
1 Farrer Place Sydney NSW 2000
GPO Box 9925 NSW 2001
Tel (02) 9210 6500
Fax (02) 9210 6611
www.corrs.com.au
Sydney
Melbourne
Brisbane
Perth
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10 February 2011

The Directors Timpetra Resources Limited Level 11, 151 Macquarie Street SYDNEY NSW 2000

Dear Sirs

Legal Report on Exploration Tenements

This report ( Report ) has been prepared for inclusion in the prospectus to be dated on or about 16 February 2011 and issued by Timpetra Resources Limited ( Company ) for the public offer of up to 50,000,000 fully paid ordinary shares ( Shares ) at an issue price of $0.20 each to raise $10,000,000 ( Offer ) to be lodged with the Australian Securities and Investments Commission ( Prospectus ).

The Report relates to the mining tenements held by Gold Fields Australasia Pty Ltd ( Gold Fields ) and in which the Company will have acquired an interest following the Company raising at least $2,000,000 under the Offer. The tenements comprise the following exploration licences in Victoria:

Exploration Licence 4742 ( EL 4742 ); and
Exploration Licence 4552 ( EL 4552 ),

(together, the Tenements and each a Tenement ).

1 Scope

The scope of the Report has been restricted to compliance with the following legislation:

Mineral Resources (Sustainable Development) Act 1990 (Vic);
Mineral Resources (Sustainable Development) (Extractive Industries) Regulations 2010 (Vic);
Mineral Resources Development Regulations 2002 (Vic);
Environment Protection and Biodiversity Conservation Act 1999 (Cth);
Part IIA of the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth);
Environment Effects Act 1978 (Vic);
Aboriginal Heritage Act 2006 (Vic); and
Native Title Act 1993 (Cth),

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(together, the Legislation ).

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2 Qualifications
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2.1 Assumptions In this Report:

(a) we have assumed the accuracy and completeness of all Tenement searches and other information obtained from the register of mining tenements maintained by the Victorian Department of Primary Industries pursuant to the Legislation; (b) we have assumed the continued holding of the Tenements is subject to compliance with the terms and conditions of the relevant legislation and any applicable agreements; (c) we have assumed the accuracy and completeness of any instructions or information given by the Company and Gold Fields or any of their officers, agents or representatives; (d) where compliance with the requirements necessary to maintain a tenement in good standing is not disclosed on the searches obtained, we express no opinion on such compliance; (e) references in the Schedule to any area of land are taken from details in the searches obtained and the accuracy of the land area has not been verified by survey; (f) we have assumed that the seals and signatures on all the material contracts and documentation are authentic, that the copies of documents and agreements provided to us were complete and conformed with the original documents, and were within the capacity and powers of, and were validly authorised and executed by and are binding on, the parties to them and comprise the entire agreement of the parties to each of them with respect to their respective subject matters; and (g) where Ministerial consent to any agreement or dealing in relation to a Tenement is being or will be sought, we express no opinion as to whether such consent will be granted or the consequences of being refused.

This Report only relates to the mining laws applicable to tenements held in Victoria as at the date of this Report. Further, this Report is limited to the matters expressly contained within it.

2.2 Qualifications The opinion expressed in this Report relates only to the laws of Australia and is subject to the following qualifications:

(a) the nature and enforcement of obligations under any Tenement may be effected by:

(i) the discretion of courts not to grant relief by way of injunction, specific performance or other equitable remedies; (ii) statutes of limitations, estoppels, and similar principles;

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10 February 2011 Timpetra Resources Limited Legal Report on Exploration Tenements

(iii) laws concerning insolvency, bankruptcy, liquidation and receivership, official management or re-organisation; and

(iv) other laws affecting creditors rights and duties. (b) we have reviewed only the Tenements identified to us by the management of the Company and Gold Fields.

3 Searches

We have undertaken the following searches and enquiries in respect of the Tenements ( Searches ):

online searches for each of the Tenements on GeoVic, a database maintained by the Department of Primary Industries Victoria ( DPI ). These searches were conducted on 29 October 2010;
extracts from the Victorian Aboriginal Heritage Register ( VAHR ) for each of the Tenements. This material was obtained on 10 November 2010; and
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 13 January 2011.
4 Tenement Schedule

The Schedule which forms part of this Report is based on the information derived from the Searches. The Schedule provides specific information relating to the Tenements.

It is important that the information in the notes to the Schedule is read carefully as details relating to Tenement conditions and exclusions are particularised.

5 Licenses and documents

The relevant licence documents (in the relevant approved form) have been issued for all granted tenements and all such documents are in the possession of the registered holder, their authorised agent or the relevant government department.

6 Government and other royalties

As all the Tenements are exploration titles, no royalties are payable to any statutory authority.

7 Annual mineral exploration reports

Extracts of the register and communications with the Victorian Department of Primary Industries indicates that no reporting is currently outstanding.

8 Native Title

8.1 Recognition of Native Title:

Native title rights are rights of indigenous people, recognized under Australian law, in relation to their traditional lands and derive from their traditional laws and customs. The precise content of native title rights is determined on the facts of each application and may involve exclusive possession, but generally takes the form of rights of entry to land for ceremonial purposes or for hunting and fishing and the like.

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10 February 2011 Timpetra Resources Limited Legal Report on Exploration Tenements

Native title holders have procedural rights conferred under the Native Title Act 1993 (Cth) in relation to the exercise of statutory powers, including the grant of mining tenements, over land subject to native title and may be entitled to compensation for the use of native title land.

Native title is presumed to exist in areas where it has not clearly been extinguished, unless a formal determination has been made by the court that native title no longer exists in that area. Applications for recognition of native title over particular land are referred to the Native Title Registrar, who determines whether the claim should be registered, in which case the application is then considered by the Federal Court.

8.2 Extinguishment of Native Title Native title rights will have been extinguished over those parts of the EL 4742 and EL 4552 located on freehold land and over roads which are classified as “public works” under the Native Title Act (provided the grant of the freehold estate and construction of the roads occurred on or before 23 December 1996). It is likely that native title rights have been extinguished over the majority of both exploration licences as they are primarily located on private land and the Crown grants for the land are likely to have been made prior to December 1996. However, native title may continue to exist over the discrete parts of the Tenements located on Crown land.

Except as disclosed above, we have not researched the underlying land tenure in respect of the exploration licenses in order to determine the extent of extinguishment for the purposes of this Report. 8.3 Future Acts The Native Title Act 1993 (Cth) determines the basis on which “future acts” affecting native title may proceed. “Future acts” include the grant of mining tenements on or after 23 December 1996. Mining tenements granted since this date which may affect native title rights (such as EL 4742 and EL 4552 where they apply to Crown land) will only be valid if future act procedures under the Native Title Act have been followed.

In respect of the grant of exploration tenements, the future act requirements of the Native Title Act may be satisfied if the future act is undertaken:

� in accordance with an Indigenous Land Use Agreement; or � following the applicable procedure set out in Division 3, Part 2 of the Native Title Act. This Division sets out a hierarchy of procedures which are applicable to particular categories of future acts and the different procedural requirements triggered by each of these acts, e.g. requirements to notify, seek comment or negotiate about a proposed future act. The procedural right to negotiate (Subdivision P of Division 3, Part 2 of the Native Title Act) applies to the grant of the exploration licences. 8.4 Indigenous Land Use Agreements (ILUAs)

ILUAs are land use agreements between a native title group and other persons about the use and management of land and waters over which native title exists or may continue to exist. ILUAs can set out arrangements for the future development of land, how native title rights are to co-exist with the rights of other persons, area access and compensation

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10 February 2011 Timpetra Resources Limited Legal Report on Exploration Tenements

arrangements. Where an ILUA has been finalised and registered on the Register for Indigenous Land Use Agreements, the provisions of the Agreement apply to any subsequent “future act”, to the exclusion of any other future act process. ILUAs may also retrospectively authorise future acts which pre-date the agreement.

8.5 Right to Negotiate Process

The right to negotiate process affords native title holders and claimants a procedural right to be notified of proposed future acts and requires either their agreement or adjudication by the National Native Title Tribunal as to the carrying out of the proposed activities. The right applies to registered native title claimants and persons whose claim is registered within four months of formal notification of the proposed future act.

An expedited “right to negotiate” procedure is available under the Native Title Act which is sometimes used for the grant of exploration licences. This involves notification to “native title parties” (being any relevant registered native title body corporate, registered claimants or claimants who are registered within four months of the notice) and any representative Aboriginal bodies in the area. If none of the “native title parties” object, the future act may then be undertaken.

8.6 National Native Title Tribunal Registers

The National Native Title Tribunal (NNTT) maintains registers of applications for recognition of native title, approved native title determinations and ILUAs.

Our search of the registers confirms that the area within EL 4742 and the majority of the area within EL 4552 is not (and at the time of the grants were not) affected by any native title claims, determinations or ILUAs. However, a very small area of EL 4552 – i.e. less than 1.5km[2] located on the eastern boundary of the tenement – is overlapped by the native title claim of the Dja Dja Wurrung Peoples which was registered in August 2000 (NNTT Number VC00/1). It is not clear from the materials reviewed whether the procedural requirements of the Native Title Act were followed in relation to the tenement area at the time of the grant of EL 4552 in 2003 or which process was used.

This area is also subject to three registered ILUAs between the Dja Dja Wurrung people and parties other than the Company or Gold Fields:

Regional ILUA (Area Agreement) between various persons on behalf of the Dja Dja Wurrung People and the Minerals Council of Victoria (NNTT Number VI2004/005);
Regional ILUA for Small Scale Mining (Area Agreement) between the Dja Dja Wurrung Native Title Group and the Prospectors and Miners’ Association of Victoria Inc (NNTT Number VI2004/006); and
Wedderburn Mining ILUA (Area Agreement) between the Dja Dja Wurrung Native Title Group and Wedderburn Mining Pty Ltd (NNTT Number VI2008/2006).

These ILUAs did not exist at the time the licence was granted, and to our knowledge, do not contain conditions retrospectively validating future acts. We are not aware of any evidence that suggests that the Company or Gold Fields has assumed any rights or obligations under these ILUAs.

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TIMPETRA RESOURCES LIMITED :: PROSPECTUS

10 February 2011

Timpetra Resources Limited Legal Report on Exploration Tenements

On the basis that none of the IULAs applied at the time of the grant of EL 4552, but a native title claim had been lodged, the right to negotiate process should have been utilised in relation to the grant.

8.7 Validity of the grant

If these procedures have been followed, the validity of the tenements cannot be affected by any native title claims which are lodged after the notification period has expired. If the procedural requirements have not been observed (including compliance with the notification periods), the grant of the tenement will be invalid to the extent that it affects native title.

If the grant of a tenement is invalid to the extent that it affects native title (because of noncompliance with the procedural requirements), the native title claimants are entitled to enforce their right to negotiate notwithstanding that the tenements have already been granted.

8.8 License renewal

It should be noted that the right to negotiate process may not need to be repeated for any renewal of an exploration license (notably, EL 4552 which expires in the course of 2011) where the renewal confers the same or lesser rights as the existing license.

8.9 Mining lease/license

Because it involves the grant of rights beyond the exploration rights already conferred, the grant of a mining lease/license over Crown land to exploit any resource identified through exploration under either license will technically be subject to the future act provisions of the Native Title Act, and in relation to the area subject to the Dja Dja Wurrung claim, will either require an ILUA to be entered into or a right to negotiate process to be completed.

9 Aboriginal Cultural Heritage

The principal law which applies to the protection of Aboriginal cultural heritage in Victoria is the Aboriginal Heritage Act 2006 (VIC). It is an offence under the Aboriginal Heritage Act to knowingly do an act that harms, or is likely to harm, Aboriginal cultural heritage including an Aboriginal place, object or human remains, unless done in accordance with an approved Cultural Heritage Management Plan (most common) or Cultural Heritage Permit (less common)..

Thirty-nine Aboriginal places listed on the Victorian Aboriginal Heritage Register are located within EL 4742 and EL 4552. These include human remains/burial sites, artefact scatters, scarred trees, earth features and object collection sites. These places are classified as “areas of cultural heritage sensitivity” under the Aboriginal Heritage Regulations 2007 . Areas of cultural heritage sensitivity also include existing and prior waterways and land within 200m of existing or prior waterways, which will capture the Campaspe River and Bendigo Creek within EL 4552. Greenstone outcrops and caves are also areas of cultural heritage sensitivity that may be located within the exploration licence areas.

Under the Aboriginal Heritage Act, a Cultural Heritage Management Plan ( CHMP ) must be prepared and approved before an earth resource authorisation is granted under the MRA that will allow significant ground disturbance to an area of cultural heritage sensitivity (i.e. before a work plan for a mining licence is approved under the MRA). This mandatory

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SECTION 9 :: INDEPENDENT TENEMENT REPORT

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10 February 2011 Timpetra Resources Limited Legal Report on Exploration Tenements

requirement for a CHMP overrides the option of obtaining a Cultural Heritage Permit under the Aboriginal Heritage Act.

10 Heritage

It is possible that places or objects listed on the Victorian Heritage Register, or archaeological relics listed on the Victorian Heritage Inventory under the Heritage Act 1995 (Vic) are located within the Tenements. Listings may include buildings, trees, parks and gardens, streetscapes, sites and relics.

We have not undertaken any searches to confirm whether there are any listings within the Tenements. A permit is required from Heritage Victoria to undertake activities that damage a listed place or object and Heritage Victoria’s consent is required to damage an archaeological relic.

11 Assessment of Standing

We have assessed the standing of each of the Tenements and based on the materials reviewed including the sale documentation (summarised in this Prospectus) and the warranties provided under such documentation and the Searches, it is reasonable to conclude that the Tenements are in good standing.

12 Consent to release and publication

Corrs Chambers Westgarth has given its consent, and has not before the release of this Report withdrawn such consent, to the release and publish this Report in the form and context in which it appears only.

Yours faithfully Corrs Chambers Westgarth

Anthony Latimer Partner

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Conditions, endorsement and notes The Department has indicated that it will not renew this tenement without the submission of a comprehensive works plan (detailing work completed and proposed work) and that due to the tenements size and age, the area of the tenement is likely to be significantly reduced upon further renewal. None identified
Bond $10,000 $20,000
Expenditure per year $75,300 $300,600
Expiry and renewal date 25 November 2011 15 October 2011
Grant Date 26 November 2003 16th October 2003
Impediments to the title None identified None identified
Ownership Gold Fields Australasia Pty Ltd Gold Fields Australasia Pty Ltd Pacrim Energy Limited
Area First Granted Area: 355.00 grats Current Area: 201.00 grats Shire of Campaspe First Granted Area: 493.00 grats Current Area: 967 grats Shire of Campaspe
Status Current Current
Minerals Gold Silver Platinum Gold Silver Platinum
Schedule Tenement type and reference name Exploration Licence 4742 Exploration Licence 4552 5642806/5
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SECTION 9 :: INDEPENDENT TENEMENT REPORT

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SECTION 10 ADDITIONAL INFORMATION

10.1 Rights attaching to Shares

Full details of the rights attaching to Shares are set out in Timpetra’s Constitution which can be inspected, free of charge, at Timpetra’s registered offi ce during normal business hours.

The following is a broad summary of the rights, privileges and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a defi nitive statement of the rights and liabilities of Shareholders.

All Shares issued under this Prospectus will from the time they are issued, rank pari passu with all the Company’s existing Shares.

10.1.1 Voting rights

Subject to any special rights or restrictions attaching to shares (at present there are none), at meetings of shareholders of Timpetra:

a) each shareholder entitled to vote may vote in person or by proxy, attorney or representative;

b) 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

c) 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 them, or in respect of which they are appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares, shall have such number of votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).

10.1.2 Rights on winding up

Subject to the rights of holders of shares with special rights in a winding up (at present there are none), on a winding up any property that remains after satisfaction of all debts and winding up costs will be distributed amongst Shareholders.

10.1.3 Transfer of Shares

There are no restrictions on the transfer, in proper form, of Shares, except as imposed by the Listing Rules. The Directors are permitted to refuse to register any transfer of Shares only where the Listing Rules require or permit the Company to do so.

10.1.4 Future increases in capital

The allotment and issue of any Shares is at the discretion of the Directors. Subject to the Listing Rules, the Constitution of the Company and the Corporations Act, the Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fi t.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

10.1.5 Variation of rights

Under the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares. If at any time the Company’s share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class) may be varied or abrogated by the passing of a special resolution approved by three quarters of the holders of shares of that class either at a meeting or in writing.

10.1.6 Dividend rights

Subject to the rights of holders of shares issued with special, preferential or qualifi ed rights (at present there are none), any dividend determined or declared by the Directors is payable among the holders of Shares in proportion to the number of fully paid Shares held by them.

10.2 Terms of options on issue

10.2.1 Founder Options

The 3,437,500 Founder Options were issued to the founding shareholders of the Company being entities associated with Directors Anthony Grey, Dion Cohen and Stephen Turner. Each Founder Option is exercisable for $0.20 any time before 31 December 2013 and entitles the holder to subscribe for one Share upon payment of the exercise price. The Founder Options are not subject to any vesting conditions and will not be quoted on ASX.

The Founder Options are subject to adjustment in the event of a rights issue, bonus issue or reconstruction in accordance with the Listing Rules. Holders may only participate in new issues of Shares following exercise of the options.

10.2.2 Incentive Options issued under the Option Plan

As part of their remuneration package, the Company has issued 1.5 million Incentive Options to the Directors and the Exploration Manager (250,000 Incentive Options each) under the Option Plan. The Incentive Options vest in two equal tranches on 31 December 2011 and 31 December 2012.

Each Incentive Option:

is exercisable for $0.20;
expires on the date that is three years after the date of Quotation;
entitles the holder to subscribe for one Share upon payment of the exercise price; and
may only be exercised while the holder remains a Director or executive of, or provider of services to the Company.

Further options may be offered under the Option Plan on terms determined by the Board, including exercise price, exercise period and any vesting conditions. Options issued under the Option Plan (including the Incentive Options) will not be quoted on ASX. Shares issued on the exercise of the options will be quoted on ASX, but may be subject to a holding lock which will prevent Shares issued on the exercise of options being transferred for a period determined by the Company or the Listing Rules.

The terms of options issued under the Option Plan are subject to adjustment in the event of a rights issue, bonus issue or reconstruction in accordance with the Listing Rules. Holders may only participate in new issues of Shares following exercise of the options.

Options issued under the Option Plan may, at the discretion of the Board, vest in the event of a takeover, scheme of arrangement or other transaction which results in a change in control of the Company.

Options issued under the Option Plan which have not vested lapse in the circumstances described in the Option Plan, including where the exercise period expires or where the option holder dies, becomes permanently disabled or is no longer employed by the Company.

Options which have vested at those times may be exercised within the time limits set out in the Option Plan. The Option Plan is administered by the Board and may be amended at any time by the Board. Any amendment will not adversely affect the existing rights of participants in the Option Plan unless the amendment is agreed to by all affected participants.

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• would be exercisable at the higher of $0.20 or the volume weighted average price of Shares traded on ASX during
• would expire on the date that is three years after the grant date;
• would entitle the holder to subscribe for one Share upon payment of the exercise price; and
• may only be exercised while the holder (or an associate of the holder) remains a Director.
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10.3 Intention of Directors in respect of further option grants

There are currently 3,437,500 Founder Options on issue which are held by entities associated with Directors Anthony Grey, Dion Cohen and Stephen Turner. This is equivalent to 5% of the number of Shares (68,750,000) that will be on issue following completion of the Offer.

It is currently the intention of the Directors that, upon the Company issuing additional Shares (excluding Shares issued upon the exercise of options or any Shares issued under a dividend reinvestment plan), the Company will seek Shareholder approval for the grant of additional options to the holders of the Founder Options (or their nominees). It is proposed that the number of additional options to be granted to such persons will be equivalent to 5% of the number of additional Shares that are issued (or such other number as the Directors determine).

It is currently envisaged that each additional option:

would be exercisable at the higher of $0.20 or the volume weighted average price of Shares traded on ASX during the 30 days immediately before the date the options are granted;
would expire on the date that is three years after the grant date;
would entitle the holder to subscribe for one Share upon payment of the exercise price; and
may only be exercised while the holder (or an associate of the holder) remains a Director.

The actual terms of any additional options proposed to be granted to the holders of Founder Options (or their nominees) will be set out in the notice to be sent to Shareholders convening the meeting to approve the grant of additional options and may differ from the proposed terms set out above.

10.4 Summary of material contracts

Set out below are summaries of the contracts that the Company is a party which may be material to the Offer or the operation of the business of the Company or otherwise may be relevant to a potential investor in the Company.

10.4.1 Sale Agreement

The Company has entered into a sale agreement with Gold Fields dated 25 October 2010 (Sale Agreement) under which the Company has agreed to purchase from Gold Fields a 100% interest in Exploration Licence 4742 (EL 4742) and a 77.1% interest in Exploration Licence 4552 (EL 4552) (the Tenements), together with certain mining information and plant and equipment (collectively, the Assets). In consideration for the purchase of the Assets, the Company has agreed to issue to Gold Fields 15 million Shares at $0.20 each and to grant Gold Fields a royalty under the royalty agreement described in Section 10.4.2. The remaining 22.9% interest in EL 4552 is retained by Pacrim Energy Limited ABN 63 010 856 014 (Pacrim Energy).

Subject to compliance with the Listing Rules and Corporations Act, the Sale Agreement contains an anti-dilution clause in favour of Gold Fields which provides that Gold Fields and its related entities will (so long as Gold Fields’ voting power in Timpetra remains below a specifi ed level, being 40% of Timpetra’s issued securities) have a right to participate in any issue of securities which Timpetra may make from time to time (Participation Right). The Participation Right allows Gold Fields to participate in future issues of securities by Timpetra (other than certain excluded issues of securities including shares issued under an approved employee share plan or dividend reinvestment plan), so as to allow Gold Fields to maintain its pre-issue percentage shareholding. This Participation Right ceases to apply if the relevant interests of Gold Fields and its related entities in Timpetra securities falls below 10% of Timpetra’s issued share capital.

Timpetra has sought an in-principle ASX waiver from Listing Rule 6.18 in respect of the Participation Right. The Participation Right will only apply to the extent that ASX grants such a waiver and will be subject to any conditions imposed by ASX.

Completion of the sale and purchase of the Assets under the Sale Agreement is subject to the satisfaction of the following conditions precedent:

the Minister providing any consent or approval required under the Mineral Resources (Sustainable Development) Act 1990 (Vic); and
the Company raising at least $2,000,000 of equity capital and obtaining ASX approval for admission to the Offi cial List.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

Gold Fields has provided various warranties to the Company, including that:

Gold Fields is the sole registered holder and benefi cial owner of the Assets;
authorisations relating to the Assets are in full force and effect;
rents, expenditure and royalties payable in respect of the Assets have been paid;
there are no claims against Gold Fields in respect of the Assets and Gold Fields is not currently involved in any legal proceedings relating to the Assets;
Gold Fields is solvent and able to pay its debts as and when they fall due; and
there are no encumbrances over the Assets except those noted on the public registers or which relate to rights of government agencies, the terms and conditions of the Assets or the original grant of the particular tenements, workmen’s liens or other encumbrances that may arise as a matter of law.

10.4.2 Royalty agreement

The Company and Gold Fields have also entered into a royalty agreement granting Gold Fields the right to receive payment in respect of any mineral products removed from the Tenements (Royalty Agreement).

The royalty the Company must pay to Gold Fields under the Royalty Agreement is equal to approximately 1.54% of the net smelter return from all mineral product derived from EL 4742 and 2% of the net smelter return from mineral product derived from EL 4552.

The obligation of the Company to pay this royalty to Gold Fields commences from the completion of the sale and purchase of the Assets under the Sale Agreement.

10.4.3 Fosterville East farmin and joint venture heads of agreement

Gold Fields previously entered into a joint venture heads of agreement with Malanti Pty Ltd (Malanti) dated 4 September 2003 (JV Agreement). Under the JV Agreement, Gold Fields earned a 75% interest in various mining tenements (including EL 4552) by sole funding $2.5 million in expenditure. Malanti subsequently assigned to Pacrim Energy its rights and obligations under the JV Agreement by a Deed of Covenant between Gold Fields, Malanti and Pacrim Energy dated 11 February 2004.

Gold Fields was appointed as the manager of the joint venture and is entitled to remain manager whilst it holds a participating interest of 50% or greater. The manager of the joint venture is responsible for the day to day operations of the joint venture and carrying out the joint venture activities in accordance with the programs and budgets approved by the operating committee consisting of each joint venture participant (Operating Committee). When completion takes place in accordance with the Sale Agreement the Company will replace Gold Fields as the manager of the joint venture.

All decisions of the Operating Committee are decided by a majority vote and each participant in the joint venture has one vote for each whole percentage point of that participant’s interest in the joint venture.

The JV Agreement provides a customary mechanism for either party’s interest in the joint venture to be diluted if it does not contribute to programmes and budgets. In light of the parties’ respective contributions to programmes and budgets, Gold Fields’ participating interest in the joint venture increased from 75% to 77.1% in accordance with these provisions.

10.4.4 Deed of assignment and assumption

The Company, Gold Fields and Pacrim Energy have entered into a deed of assignment and assumption (Deed) assigning to the Company all of Gold Fields’ rights and obligations in respect of EL 4552 under the JV Agreement. Pacrim Energy is a party to the Deed for the purpose of providing its consent to the assignment, as it retains a 22.9% interest in EL 4552 under the JV Agreement.

The assignment of Gold Fields’ rights and obligations in respect of EL 4552 to the Company under the Deed is conditional on the completion of sale and purchase of the Assets under the Sale Agreement.

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10.4.5 Ongoing Relationship Deed

In addition to the Sale Agreement and Royalty Agreement, the Company has also entered into an Ongoing Relationship Deed – Central Victoria Project (Ongoing Relationship Deed) with Gold Fields under which the following key terms apply.

a) Gold Fields to provide technical support services – Gold Fields has agreed to provide certain geological, exploration and technical services, as may be requested by Timpetra from time to time, on a cost-recovery basis. This agreement to provide technical services continues for so long as Gold Fields and its related entities have a relevant interest in at least 10% of Timpetra’s issued share capital.
b) Right of fi rst offer on the Tenements – Timpetra may not dispose of any interest in the Lockington Project to a third party, without fi rst offering that interest to Gold Fields, who has a period of 20 Business Days within which to make an offer to acquire that interest from Timpetra (Right of First Offer). Any exercise of this Right of First Offer by Gold Fields is subject to Timpetra deciding to accept that offer and to Timpetra and Gold Fields agreeing the terms of a binding agreement in relation to that offer (and may also be subject to Timpetra receiving Shareholder approval for the disposal of any interest in the Lockington Project in accordance with the Listing Rules). Timpetra is not able to dispose of its interest in the Lockington Project to a third party on terms (including as to price) that are less favourable than the terms of any offer made by Gold Fields in exercising its Right of First Offer. This right ceases if Gold Fields and its related entities cease to have a relevant interest in at least 10% of Timpetra’s issued share capital.
c) Right to nominate director for election by Shareholders – for so long as Gold Fields and its related entities hold a relevant interest in at least 10% of Timpetra’s issued share capital, Gold Fields will have the right to nominate a person for election as a director of Timpetra by Shareholders (and the corresponding right to replace any such person) at Timpetra’s next annual general meeting. Timpetra must solicit proxies in respect of the resolution dealing with the appointment (or replacement) of Gold Fields’ chosen nominee and must cause any such proxies received to be voted in favour of that resolution (unless the proxies direct otherwise).

10.4.6 Underwriting Agreement

Under the Underwriting Agreement, the Company has appointed the Underwriter to manage the Offer and to underwrite the subscription of all of the Shares offered in this Prospectus. The Underwriter may appoint co-managers or sub-underwriters.

The Company must pay the Underwriter an underwriting fee of 4% of the funds raised and a management fee of 1% of the funds raised. The Underwriter is entitled to receive a monthly retainer of $10,000 (excluding GST), capped at $30,000 which is rebatable against the underwriting and management fees paid.

In addition, the Company must reimburse the Underwriter certain agreed costs and expenses incurred by the Underwriter in relation to the Offer.

The Underwriter may terminate the Underwriting Agreement if any one of a range of events occurs, including if:

a) the Company does not give a certifi cate of compliance to the Underwriter within the timeframe required or a statement in the certifi cate is untrue, incorrect, misleading or deceptive;
b) any event specifi ed in the agreed timetable is delayed for more than two business days without the prior written consent of the Underwriter;
c) the Sale Agreement is breached, repudiated, terminated, unable to complete, or amended in a material respect without the prior written approval of the Underwriter, or is found to be void or voidable or its performance is suspended, or any person breaches or indicates an intention to breach the terms of the Sale Agreement or the relevant tenements or assets are subject to any material adverse event or change such that the benefi t of the tenements or assets will not be able to be obtained by the Company in the manner contemplated in this Prospectus;
d) the Earth Resources Development Division of the Victorian Department of Primary Industries objects to or otherwise fails to approve the full transfer of the tenements the subject of the Sale Agreement by the date the Underwriter is required to subscribe for Shares under the Underwriting Agreement;
e) the Company is or becomes unable to pay its debts when they are due or any act occurs or any omission is made which may result in the Company becoming unable to pay its debts;

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

f) a Director or any member of the Company’s senior management is charged with a criminal offence relating to a fi nancial or corporate matter, a Director is disqualifi ed under the Corporations Act from managing a corporation, there is a change in the senior management team or any of them dies or becomes permanently disabled, or any regulatory body commences any investigation, public action or hearing against the Company, the Directors or any member of senior management or publicly announces that it intends to take any such action;
g) the S&P/ASX 200 Index is at any time at a level that is:
at 4.00pm on any ASX trading day up to and including the date Shares are issued under the Offer, 3.0% or more below its level as at 4.00pm on the ASX trading day immediately preceding the date of the Underwriting Agreement; or
at 4.00pm on any ASX trading day from the date of the Underwriting Agreement to the date Shares are issued under the Offer, 3.0% or more below its level at that time on the trading day immediately prior;
h) the S&P/ASX All Ordinaries Gold Index is at a level that is:
5.0% or more below its level as at 4.00pm on the ASX trading day immediately preceding the date of the Underwriting Agreement as at 4.00pm on any ASX trading day up to and including the date Shares are issued under the Offer; or
at 4.00pm on any ASX trading day from the date of the Underwriting Agreement up to and including the date Shares are issued under the Offer, 5.0% or more below its level at that time on the trading day immediately prior;
i) the closing selling price per ounce of gold on the spot market conducted by the New York Mercantile Exchange is at any time, on a day that exchange is open for business, at a level that is 5% or more below its level at 4.00pm on the trading day immediately before the date of the Underwriting Agreement;
j) the Company’s admission to the offi cial list of ASX and the quotation of the Shares is not approved by ASX within the timeframe required or ASX advises that listing of the Company or offi cial quotation of the Shares will not be granted or will be qualifi ed;
k) there is a material adverse change in the fi nancial position, or in the assets, liabilities, earnings, business, results of operations, management or prospects of the Company from that disclosed to the Underwriter prior to the date of the Underwriting Agreement;
l) the Company fails to lodge this Prospectus with ASIC in accordance with the timetable;
m) any adverse new circumstance arises or becomes known which, if known at the time this Prospectus was lodged with ASIC, would have been required to be included in this Prospectus under the Corporations Act;
n) a statement in this Prospectus is or becomes false, misleading or deceptive (including by omission);
o) a person gives notice to the Company under section 730 of the Corporations Act that a material statement in this Prospectus is misleading or deceptive or there is a material omission or a material new circumstance has arisen which would have been required to be included in this Prospectus;
p) this Prospectus does not contain all information that investors and their professional advisers would reasonably require and expect to fi nd in this Prospectus, or does not comply with the Listing Rules or any other applicable laws or regulations;
q) any forecasts or expressions of opinion, intention or expectation contained in this Prospectus are not based on reasonable assumptions, become unable to be met or unlikely to be met in the projected time;
r) any person (other than the Underwriter) who consented to being named in this Prospectus withdraws that consent;
s) the Company withdraws this Prospectus or the Offer or, without the prior written permission of the Underwriter, the Company lodges a supplementary prospectus;
t) a matter referred to in section 719 of the Corporations Act occurs in respect of the Prospectus, or the Underwriter reasonably forms the view that a supplementary or replacement prospectus must be lodged with ASIC and the Company does not lodge the supplementary or replacement document in the form, with the content and within a reasonable time required by the Underwriter;

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u) ASIC issues an order under section 739 Corporations Act or applies for an order under Part 9.5 of the Corporations Act or holds or gives notice of intention to hold a hearing in relation to this Prospectus for the purpose of making an order directing that no further securities be allotted or issued under this Prospectus;
v) ASIC prosecutes or gives notice of an intention to prosecute or commences proceedings against, or gives notice of an intention to commence proceedings against the Company or any of its offi cers, employees or agents in relation to the Offer; or
w) the conditions precedent to the Underwriting Agreement have not been satisfi ed by the Company or waived by the Underwriter as agreed to in writing by their respective deadlines.

The Underwriter may also terminate the Underwriting Agreement if the event is, in the Underwriter’s reasonable opinion, has had or is likely to have a material adverse effect on the success of the Offer or the willingness of persons to apply under the Offer or has given or is likely to give rise to a contravention by the Underwriter or a liability for the Underwriter. Such events include where:

a) there is a new law or regulation introduced or a public announcement of prospective legislation, regulation or policy by a government authority which does, or is likely to, affect the Offer;
b) there is an outbreak of hostilities (whether or not war has been declared) not presently existing, or a major escalation in existing hostilities involving any of the Commonwealth of Australia, any member state of the European Union, Japan, Indonesia, Russia, the United States of America, the Peoples Republic of China, India, Pakistan, North Korea or South Korea or a signifi cant act of terrorism is perpetrated anywhere in the world;
c) the Company is in default of any of the terms and conditions of the Underwriting Agreement or breaches any warranty or covenant given or made under the Underwriting Agreement or any warranty, representation or material statement by the Company is or becomes false, misleading or incorrect;
d) there is a material omission from the results of the due diligence investigation performed in respect of the Company or the verifi cation material is false or misleading or any other information supplied by or on behalf of the Company to the Underwriter becomes false, misleading or deceptive, including by way of omission;
e) there is any adverse change or disruption to the political or economic conditions or fi nancial markets of Australia, the United Kingdom, the United States of America or the international fi nancial markets or any change or development involving a prospective change in national or international political, fi nancial or economic conditions; or
f) a general moratorium on commercial banking activities in Australia, the United States of America or the United Kingdom is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries.

The Underwriter has a right to be offered a reappointment to underwrite and manage any capital raising the Company undertakes in the 12 months following completion of the Offer or within 12 months of the Underwriting Agreement being terminated other than for breach, negligence or wilful misconduct by the Underwriter.

The Underwriting Agreement contains certain representations and warranties in favour of the Underwriter in relation to this Prospectus, the Company and the Offer.

The Company has agreed to indemnify the Underwriter against any claim or loss, which the Underwriter, its related corporations, offi cers, employees, agents and advisers suffers or incurs or is liable for in relation to the Offer, this Prospectus or the Underwriting Agreement.

10.4.7 Compensation agreements

In circumstances where an exploration licence affects private land, before the licence holder commences work under a work authority granted under the Mineral Resources (Sustainable Development) Act 1990 (Vic), the licence holder must enter into a compensation agreement with the land owner. The Company has entered into standard form compensation agreements with affected landowners. Each compensation agreement sets out the agreed terms between the Company and each landowner in relation to:

the conduct of the Company’s exploration operations;
access arrangements;
rehabilitation obligations; and
the amount of compensation and payment terms.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

The Company has already obtained compensation agreements in respect of the critical areas in the Lockington Project that the Company has earmarked for drilling over the next two years. Depending on the outcome of initial drilling results, it may be necessary for the Company to negotiate compensation agreements with additional landowners to conduct further drilling in the Lockington Project in the future.

10.4.8 Services Agreement – Exploration Management Services Pty Ltd

Under a Services Agreement between the Company and Exploration Management Services Pty Ltd, a company controlled by Geoff Turner, dated 31 January 2011, Exploration Management Services Pty Ltd has agreed to provide certain services to the Company for an initial period of 12 months from that date.

The services to be provided include:

developing and implementing an exploration strategy for the Lockington Project;
undertaking geological activities on the Lockington Project and other projects directed by the Company;
liaising with stakeholders; and
assisting in the preparation of reports and presentations.

The agreement may be terminated by either party giving at least 30 days’ notice.

The agreement sets out certain daily rates for the provision of services, the maximum rate being $1,100 (including GST) for the provision of the services of a principal geologist. The Company is also required to reimburse certain costs, including the cost of materials and other expenses, with a 15% handling fee.

Under the agreement, Exploration Management Services Pty Ltd must provide certain insurances and performance reports.

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10.5 Interests of Directors and senior management in the Company

There is no requirement under the Company’s constitution for Directors to hold Shares.

At the date of this Prospectus, the relevant interests of each of the Directors and senior management in the Company’s securities are as follows:

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Director/Senior Manager Shares Founder Incentive Total
Options Options options
A J Grey 1,250,000 1,145,834 250,000 1,395,834
D M Cohen 1,250,000 1,145,833 250,000 1,395,833
S J Turner 1,250,000 1,145,833 250,000 1,395,833
T V Willsteed 250,000 250,000
I Holland 250,000 250,000
G Turner (Exploration Manager) 250,000 250,000
3,750,000 3,437,500 1,500,000 4,937,500
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The Company’s Exploration Manager, Geoff Turner, is not an employee of the Company. Mr Turner is a director of Exploration Management Services Pty Ltd which has agreed to provide geological services to the Company, including the services of Mr Turner. The services agreement with Exploration Management Services Pty Ltd is summarised in Section 10.4.8.

It is currently proposed that Directors Dion Cohen, Stephen Turner and Anthony Grey will each subscribe for 250,000 Shares under the Offer. Assuming this occurs, the relevant interest in Shares held by each of these Directors will increase from 1,250,000 to 1,500,000 respectively.

As noted in the Investigating Accountant’s Report, Directors Dion Cohen, Stephen Turner and Anthony Grey have each provided the Company with an unsecured loan of $30,000 ($90,000 in aggregate) which is repayable on demand and does not bear interest. These loans will be repaid by the Company after the Closing Date using the proceeds of the Offer.

Included within trade creditors is a balance of $150,000 (excluding GST) owing to Formulate Consulting Pty Ltd, a company of which Dion Cohen is a director, being $50,000 (excluding GST) owing to each of Directors Dion Cohen,

SECTION 10 :: ADDITIONAL INFORMATION

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• salary of $150,000;
• Directors’ fees of $40,000; and
• superannuation of $17,100.
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100

Stephen Turner and Anthony Grey. This balance relates to advisory fees payable to these Directors. The liability does not bear interest and is repayable upon the admission of Timpetra to the Offi cial List.

10.6 Directors’ service agreements and remuneration

The Company has entered into a service agreement with each of the Directors, commencing 1 January 2011.

Under the service agreement with Anthony Grey, his services as Chairman and non-executive Director are provided for $85,000 per year.

The services of Messrs Turner, Willsteed and Holland as non-executive Directors are each provided for $40,000 per year.

Under the Constitution, the Board must generally seek the prior approval of the Company in general meeting to authorise remuneration and other benefi ts to and for Directors in their capacity as Directors.

As at the date of this Prospectus, the maximum non-executive fee cap approved by Shareholders is $500,000 in respect of each fi nancial year as the remuneration for non-executive Directors.

The maximum total remuneration set out above may not be increased except with the prior approval of the Company in general meeting.

All Directors are entitled to be reimbursed for reasonable and proper expenses incurred as a Director.

All Directors’ performance and remuneration is subject to annual review.

10.7 Managing Director’s service agreement

Under Mr Cohen’s service agreement, he is employed as chief executive offi cer of the Company and any subsidiaries for an initial total remuneration of $207,100 per annum, consisting of:

salary of $150,000;
Directors’ fees of $40,000; and
superannuation of $17,100.

Mr Cohen may also be entitled to performance bonuses or additional remuneration as agreed with the Company. He may also be entitled, subject to Shareholder approval, to receive options to subscribe for Shares under an incentive plan.

Mr Cohen may terminate the agreement, after the fi rst six months, on six months’ notice and the Company may terminate his employment after the fi rst year with 12 months’ notice or by paying the equivalent of 12 months’ remuneration. Mr Cohen is restricted from competing with the Company in Australia for a period of six months after termination of the agreement.

10.8 Deeds of Access, Indemnity and Insurance

The Company has entered into a Deed of Access, Indemnity and Insurance with each of the Directors under which the Company:

indemnifi es the Director to the extent permitted by the Corporations Act for liabilities incurred in his capacity as a director of the Company or a subsidiary of the Company;
permits the Director to have access to certain documentation where a claim is or may be made against the Director while the Director is an offi cer or for a period after his appointment ceases; and
requires the Company to insure the Director for liability as a director of the Company or a subsidiary of the Company while the Director is an offi cer or for a period after the appointment ceases.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

101

10.9 Dividend policy

The Company is not expected to be profi table over the next two years as it focuses its efforts on exploration in the Lockington Project. Accordingly, it is unlikely the Company will pay a dividend in the foreseeable future.

If in the future the Company has excess funds available, the Directors will consider the appropriate use of those funds at that time. Such funds could be used to (among other things) acquire other gold exploration projects, pay dividends or be used for other capital management initiatives.

Investors should note that no assurance can be given as to the level of future dividends, if any. These matters will depend upon a number of factors including the funds available to the Company, its fi nancial and taxation position and the Directors’ view of the appropriate use of these funds from time to time.

10.10 Interests of persons named

Other than as set out below or elsewhere in this Prospectus, no 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 has, or has had within the two years before lodgement of this Prospectus with ASIC, any interest in:

a) the formation or promotion of Timpetra;
b) any property acquired or proposed to be acquired by Timpetra in connection with its formation or promotion or in connection with the offer of Shares under this Prospectus; or
c) the offer of Shares under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefi ts have been given or agreed to be given to any of those persons for services rendered by them in connection with the formation or promotion of the Company or the offer of Shares under this Prospectus.

Ord Minnett Limited acted as Lead Manager and Underwriter to the Offer. Ord Minnett will be paid a management and underwriting fee of 5% of the funds raised under the Offer in respect of those services ($500,000). Details of the underwriting agreement with Ord Minnett are set out in Section 10.4.6.

Ernst & Young will receive professional fees of approximately $25,000 for preparing the Investigating Accountant’s Report included in Section 8 of this Prospectus. Ernst & Young will act as auditors of the Company. The Company will pay for auditing or related services in the normal course of business. Further amounts may be paid to Ernst & Young in accordance with its normal time-based charges.

Corrs Chambers Westgarth acted as legal advisers to the Company and has prepared the Independent Tenement Report which is included in Section 9 of the Prospectus. Corrs Chambers Westgarth will receive professional fees of approximately $120,000 for its legal services in connection with this Prospectus. Further amounts may be paid to Corrs Chambers Westgarth in accordance with its normal time-based charges.

Minnelex Pty Ltd will receive professional fees of approximately $10,460 for the preparation of the Independent Technical Report contained in Section 7 of this Prospectus.

Link Market Services Limited has been appointed as the Share Registrar and will be paid for these services on normal commercial terms.

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SECTION 10 :: ADDITIONAL INFORMATION

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• Minnelex Pty Ltd – Independent Technical Report;
• Geoff Turner as a competent person;
• Ernst & Young – Investigating Accountant’s Report; and
• Corrs Chambers Westgarth – Independent Tenement Report.
• Ord Minnett Limited – Lead Manager and Underwriter to the Offer;
• Link Market Services Limited as Share Registrar;
• Exploration Management Services Pty Ltd;
• Formulate Consulting Pty Ltd; and
• Gold Fields Australasia Pty Ltd.
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102 10.11 Consents

The following persons have each consented to being named in the Prospectus and to the inclusion of the following statements and statements identifi ed in this Prospectus as being based on statements made by those persons, in the form and context in which they are included, and have not withdrawn that consent before lodgement of this Prospectus with ASIC:

Minnelex Pty Ltd – Independent Technical Report;
Geoff Turner as a competent person;
Ernst & Young – Investigating Accountant’s Report; and
Corrs Chambers Westgarth – Independent Tenement Report.

To the maximum extent permitted by law, each of the persons referred to above expressly disclaims and takes no responsibility for any part of this Prospectus other than the statements referred to above and the statements identifi ed in this Prospectus as being based on statements made by those persons.

The following persons have consented to being named in this Prospectus but have not made any statements that are included in this Prospectus or statements identifi ed in this Prospectus as being based on any statements made by those persons, and have not withdrawn their consent before lodgement of this Prospectus with ASIC:

Ord Minnett Limited – Lead Manager and Underwriter to the Offer;
Link Market Services Limited as Share Registrar;
Exploration Management Services Pty Ltd;
Formulate Consulting Pty Ltd; and
Gold Fields Australasia Pty Ltd.

To the maximum extent permitted by law, each of the persons referred to above expressly disclaims and takes no responsibility for any part of this Prospectus other than the references to their name.

10.12 Costs of the Offer

The total costs of the Offer (including the preparation and issue of this Prospectus and the payment of the underwriting fee) are expected to be approximately $775,000.

10.13 Taxation

The acquisition and disposal of Shares may have tax consequences, which will differ depending on the individual fi nancial affairs of each investor. All potential investors in Timpetra are urged to obtain independent fi nancial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, Timpetra, its offi cers and each of their respective advisors accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

10.14 Litigation

As at the date of this Prospectus, the Company is not involved in any material litigation or arbitration proceedings, nor, so far as the Directors are aware, are any such proceedings pending or threatened against the Company.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

103

SECTION 11 CONSENT BY THE DIRECTORS

As at the date of this Prospectus, each of the Directors has consented to the lodgement of this Prospectus in accordance with Section 720 of the Corporations Act and has not withdrawn that consent.

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SECTION 11 :: CONSENT BY THE DIRECTORS

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104 SECTION 12 GLOSSARY

$, A$, AUD means Australian dollars, all amounts are quoted in Australian dollars unless otherwise stated.

AIFRS means Australian Equivalents to International Financial Reporting Standards.

Applicant means a person who submits an Application.

Application means a valid application to subscribe for or acquire a specifi ed number of Shares under the Offer.

Application Form means the application form attached to and forming part of this Prospectus.

Application Monies means monies received by Timpetra from Applicants.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the securities exchange it operates, as appropriate.

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

CHESS means the ASX Clearing House Electronic Subregister System.

Closing Date means the date on which the Offer closes.

Company or Timpetra means Timpetra Resources Limited ACN 143 928 625.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company from time to time.

Exposure Period means the period of seven (7) days after the date of lodgement of this Prospectus, which period may be extended by ASIC by not more than seven (7) days under Section 727(3) of the Corporations Act.

Fosterville Mine means the Fosterville gold mine owned by Northgate Mineral Corporation, located approximately 50 km south of the Lockington Project.

Founder Options means the 3,437,500 options issued to entities associated with Directors Anthony Grey, Dion Cohen and Stephen Turner, the terms of which are summarised in Section 10.2.

Glossary means this glossary.

Gold Endowment means the sum of the total mined gold and current gold reserves and resources.

GSV means GeoScience Victoria.

Incentive Options means the total of 1,500,000 options issued to each of the Directors and Exploration Manager Geoff Turner, the terms of which are summarised in Section 10.2.

Independent Technical Report means the report contained in Section 7 of this Prospectus.

Independent Tenement Report means the report contained in Section 9 of this Prospectus.

Investigating Accountant means Ernst & Young.

Investigating Accountant’s Report means the report contained in Section 8 of this Prospectus.

Issue means the issue of Shares under this Prospectus.

JORC means The Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.

JORC Code means the 2004 Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves (The JORC Code) prepared by JORC.

Listing Rules means Listing Rules of the ASX.

Lockington East means Exploration Licence (EL) 4552.

Lockington Model means the model developed by the Company that will be relied upon to conduct further exploration in the Tenements as described in Section 3.3.

Lockington Project or Tenements means Lockington South and Lockington East.

TIMPETRA RESOURCES LIMITED :: PROSPECTUS

105

Lockington South means Exploration Licence (EL) 4742.

Offer means the offer of up to 50,000,000 Shares under this Prospectus.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Opening Date means the date on which the Offer opens.

Option Plan means the option plan described in Section 10.2.2.

Pacrim Energy means Pacrim Energy Limited ACN 010 856 014.

Prospectus means this prospectus including any electronic or online version and any supplementary or replacement prospectus.

Quotation means quotation of the Shares on ASX.

Sale Agreement means the sale agreement between the Company and Gold Fields for the acquisition of Gold Fields’ 100% interest in Lockington South and 77.1% interest in Lockington East (as amended).

Share means one fully paid ordinary share in the Company.

Shareholder means a holder of Shares.

Share Registrar means Link Market Services Limited ACN 083 214 537.

Timpetra or Company means Timpetra Resources Limited ACN 143 928 625.

Underwriter means Ord Minnett Limited ACN 002 733 048.

Underwriting Agreement means the agreement between the Company and the Underwriter which is summarised in Section 10.4.6.

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SECTION 12 :: GLOSSARY

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106 SECTION 13 TECHNICAL GLOSSARY

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aeromagnetic magnetic data collected by aircraft. Used for interpreting regional structures due to differences in
magnetic qualities of rocks
AirCore drilling method of air drilling which can penetrate unconsolidated sediments, but not indurated rocks
such as basement
alluvium water-lain sediments, usually applied to younger sediments
alteration refers to the change in mineral composition of a rock, usually by hydrothermal solutions which
may also contain economic metals
anomaly a soil or rock assay, or geophysical result considered to be different from the norm
anticline, anticlinal a fold in rocks such that it is convex upward (an “arch”)
fold
anticlinorium a series of folded rock which has a broad convex upward shape
arsenopyrite a sulphide of iron and arsenic, FeAsS
auriferous gold bearing
AIG Australian Institute of Geoscientists
AusIMM The Australasian Institute of Mining and Metallurgy
basement rocks of interest under sediment cover
Bendigonian a period of time pertaining to Victoria, in the early Ordovician Period
breccia broken or crushed rock, usually as a result of brittle faulting
Castlemainian a period of time pertaining to Victoria, in the early Ordovician Period
Chewtonian a period of time pertaining to Victoria, in the early Ordovician Period
cross-bedded fi ne grained sediment showing laminations indicating water deposition
siltstone
Darriwillian a period of time pertaining to Victoria, in the early Ordovician Period
Devonian the geological period 400 – 345 million years ago
diamond drilling drilling method by which a solid section of rock (drill core) is retrieved, allowing for a full
geological analysis of the rock
dilational refers to an opening. In structural geology refers to faults that create voids allowing
mineralising fl uids to enter
dip attitude of a fault or other plane such as bedding
disseminated evenly distributed
dome an anticline that is also gently folded along its axis to form a convex-up form
fault a fracture in a rock mass, with the movement of one side past the other
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TIMPETRA RESOURCES LIMITED :: PROSPECTUS

107

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FAusIMM, Fellow, Australasian Institute of Mining and Metallurgy
footwall the rock under a fault or other structure
GAICD Graduate of Australian Institute of Company Directors
geochemistry study of the values and relationships of elements in soils and rocks
geophysics study of the earth by quantitative physical methods
grade the quantity of metal present relative to other constituents of the rock
gravity survey a study of the gravity fi eld. Variations in the gravity fi eld provide insights into the density
of basement rocks, hence geological boundaries can be inferred
halo mineralisation weak mineralisation dispersed in to the country rock due to weathering of a primary zone
of mineralisation. The intensity of such mineralisation is a valid pointer to the location of the
primary mineralisation which may be an ore body
hanging wall the rock above a fault or other structure
host rock the rock enclosing veins, mineralisation or other geological feature
laminated shales very fi ne grained sediments that have parallel and fi ne layering
Lancefi eldian a period of time pertaining to Victoria, in the early Ordovician Period
lineament a linear topographical feature of regional extent thought to refl ect crustal structure
listric curved normal faults in which the fault surface in concave upwards; the dip of such faults
decreases with depth
lithology, the description of rocks, especially pertaining to variations in stratigraphy
lithostratigraphic
Ma million years
metamorphic the alteration of rocks caused by heat and pressure
Ordovician a geological period of time from 500-440 Ma
orogenic regional area that has been subjected deformation resulting in mountain building
plunge the linear direction (of a fold axis, or mineral shoot)
ppb parts per billion
ppm parts per million (same as grams per tonne, g/t)
pyrite a sulphide of iron, (aka “fools gold”)
pyritic containing pyrite
quartz crystalline silica
Quaternary a geological period of time from 5 Ma to Recent
radiometric measurement of uranium, thorium and potassium radiation at surface. Variations in radiation can
give clues to surface lithologies
reverse fault a low angle to steeply dipping fault where the top side has moved up relative to the bottom side
selvage the contact area between a vein and its host rock
shoot a roughly linear body of mineralised rock. Shoots in Victoria are known to be 100s of metres long
and 10s of metres width and height
Silurian a geological period of time from 440-400 million years
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SECTION 13 :: TECHNICAL GLOSSARY

108

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stockwork three dimensional network of irregular veins or veinlets
stratigraphy the relationship between a series of sandstones, siltstones and shales
strike the direction of a plane or trend. Similar to plunge, but is only measured in the horizontal plane
syncline, synclinal a fold in rocks such that it is convex down (a “trough”)
fold
tectonic pertaining to forces and the geological architecture resulting in faults, folds etc.
tenement ground granted by the relevant State government agency for exploration or mining purposes
Tertiary a geological period of time from 65 to 5 million years ago
turbidite a set of sediments of varying grain size deposited from a bottom fl owing ocean current
vergence vergence of a fold is the direction in which the next anticline can be found
Yapeenian a period of time pertaining to Victoria, in the early Ordovician Period
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TIMPETRA RESOURCES LIMITED :: PROSPECTUS

Broker Code

Adviser Code

Timpetra Resources Limited ACN 143 928 625

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Application Form

This is an Application Form for Shares in Timpetra Resources Limited under the Offer on the terms set out in the Prospectus dated 16 February 2011. You may apply for a minimum of 10,000 Shares and multiples of 1,000 thereafter. This Application Form and your cheque or bank draft must be received by 5:00pm (AEST) on 16 March 2011.

If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. The Prospectus contains information relevant to a decision to invest in Shares and you should read the entire Prospectus carefully before applying for Shares.

A

Shares applied for Price per Share Application Monies , , at A$0.20 B A$ , , . (minimum 10,000, thereafter in multiples of 1,000) PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) + Applicant #1 Surname/Company Name

C

D

E

Title First Name				Middle Name
Joint Applicant #2
Surname
Title First Name				Middle Name
Designated account e.g. (or Joint Applicant #3)
TFN/ABN/Exemption Code
First Applicant			Joint Applicant #2		Joint Applicant #3
TFN/ABN type – if NOT an individual,	please mark the appropriate box			Company	Partnership	Trust	Super Fund
PLEASE COMPLETE ADDRESS DETAILS
PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if				applicable)
Unit Number/Level Street Number		Street Name
Suburb/City or Town					State		Postcode
Email address (only for purpose of electronic communication of shareholder information)

CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)

F X

Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Shares issued as a result of the Offer will be held on the issuer sponsored sub-register.

Telephone Number where you can be contacted during Business Hours Contact Name (PRINT)

G ( )

Cheques or bank drafts should be made payable to “Timpetra Resources Limited – Subscription Account” in Australian currency and crossed “Not Negotiable”.

H

Cheque or Bank Draft Number BSB Account Number Total Amount A$ , , .

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LODGEMENT INSTRUCTIONS You must return your application so it is received before 5:00pm (AEST) on 16 March 2011 to SECTION 13 :: TECHNICAL GLOSSARY any of the addresses shown overleaf. TPR IPO001

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

The Shares to which this Application Form relates are Timpetra Resources Limited (“Timpetra”) Shares. Further details about the Shares are contained in the Prospectus dated 16 February 2011 issued by Timpetra. While the Prospectus is current, Timpetra will send paper copies of the Prospectus, any supplementary document and the Application Form, free of charge on request.

The Australian Securities and Investments Commission requires that a person who provides access to an electronic application form must provide access, by the same means and at the same time, to the relevant Prospectus. This Application Form is included in the Prospectus. The Prospectus contains important information about investing in the Shares. You should read the Prospectus before applying for Shares.

A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000. You may be issued all of the Shares applied for or a lesser number.
B Insert the relevant amount of Application Monies. To calculate your Application Monies, multiply the number of Shares applied for by the issue price (A$0.20). Amounts should be in Australian dollars. Please make sure the amount of your cheque or bank draft equals this amount.
C Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title.
D Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, Timpetra will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments.
E Please enter your postal address for all correspondence. All communications to you from Timpetra and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
F If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Shares will be issued to Timpetra’s issuer sponsored subregister.
G Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application.
H Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should equal the amount shown in section B.
Make your cheque or bank draft payable to “Timpetra Resources Limited – Subscription Account” in Australian currency and cross it “Not Negotiable”. Your cheque or bank draft must be drawn on an Australian bank. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected.

LODGEMENT INSTRUCTIONS

This Application Form and your cheque or bank draft must be mailed or delivered so that it is received before 5:00pm (AEST) on 16 March 2011 at:

FOR ORD MINNETT CLIENTS	FOR THE GENERAL PUBLIC
By Post Timpetra Resources Limited C/- Ord Minnett Limited GPO Box 2613 Sydney NSW 2001	By Post Timpetra Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 or	Hand Delivery Timpetra Resources Limited C/-Link Market Services Limited Level 12, 680 George Street Sydney New South Wales *(do not use this address for mailing purposes)*

If you have any questions as to how to complete the Application Form please contact the lead manager and underwriter of the Offer, Ord Minnett, on 1800 221 697.

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

CORRECT FORMS OF REGISTRABLE NAMES

Note that ONLY legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Usegiven names in full, not initials	Mrs Katherine Clare Edwards	K C Edwards
Company Use Company’s full title, not abbreviations	Liz Biz PtyLtd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms MaryOrlando Tranche	Peter Paul & MaryTranche
Trusts Use the trustee(s) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith FamilyTrust
Deceased Estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post or Harold Post Deceased
Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners’ personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund
Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

Broker Code

Adviser Code

Timpetra Resources Limited ACN 143 928 625

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Application Form

Shares applied for Price per Share Application Monies A , , at A$0.20 B A$ , , . (minimum 10,000, thereafter in multiples of 1,000) PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) + Applicant #1 Surname/Company Name

C

D

E

Title First Name				Middle Name
Joint Applicant #2
Surname
Title First Name				Middle Name
Designated account e.g. (or Joint Applicant #3)
TFN/ABN/Exemption Code
First Applicant			Joint Applicant #2		Joint Applicant #3
TFN/ABN type – if NOT an individual,	please mark the appropriate box			Company	Partnership	Trust	Super Fund
PLEASE COMPLETE ADDRESS DETAILS
PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable)
Unit Number/Level Street Number		Street Name
Suburb/City or Town					State		Postcode
Email address (only for purpose of electronic communication of shareholder information)

CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)

F X

Telephone Number where you can be contacted during Business Hours Contact Name (PRINT)

G ( )

Cheques or bank drafts should be made payable to “Timpetra Resources Limited – Subscription Account” in Australian currency and crossed “Not Negotiable”.

H

Cheque or Bank Draft Number BSB Account Number Total Amount A$ , , .

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LODGEMENT INSTRUCTIONS

You must return your application so it is received before 5:00pm (AEST) on 16 March 2011 to SECTION 13 :: TECHNICAL GLOSSARY any of the addresses shown overleaf. TPR IPO001

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000. You may be issued all of the Shares applied for or a lesser number.
B Insert the relevant amount of Application Monies. To calculate your Application Monies, multiply the number of Shares applied for by the issue price (A$0.20). Amounts should be in Australian dollars. Please make sure the amount of your cheque or bank draft equals this amount.
C Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title.
D Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, Timpetra will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments.
E Please enter your postal address for all correspondence. All communications to you from Timpetra and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.
F If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Shares will be issued to Timpetra’s issuer sponsored subregister.
G Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application.
H Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should equal the amount shown in section B.
Make your cheque or bank draft payable to “Timpetra Resources Limited – Subscription Account” in Australian currency and cross it “Not Negotiable”. Your cheque or bank draft must be drawn on an Australian bank. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected.

LODGEMENT INSTRUCTIONS

This Application Form and your cheque or bank draft must be mailed or delivered so that it is received before 5:00pm (AEST) on 16 March 2011 at:

FOR ORD MINNETT CLIENTS	FOR THE GENERAL PUBLIC
By Post Timpetra Resources Limited C/- Ord Minnett Limited GPO Box 2613 Sydney NSW 2001	By Post Timpetra Resources Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 or Hand Delivery Timpetra Resources Limited C/-Link Market Services Limited Level 12, 680 George Street Sydney New South Wales *(do not use this address for mailing purposes)*

If you have any questions as to how to complete the Application Form please contact the lead manager and underwriter of the Offer, Ord Minnett, on 1800 221 697.

CORRECT FORMS OF REGISTRABLE NAMES

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Usegiven names in full, not initials	Mrs Katherine Clare Edwards	K C Edwards
Company Use Company’s full title, not abbreviations	Liz Biz PtyLtd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms MaryOrlando Tranche	Peter Paul & MaryTranche
Trusts Use the trustee(s) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith FamilyTrust
Deceased Estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post or Harold Post Deceased
Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners’ personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund

Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

Directors

AJ Grey (Chairman) DM Cohen SJ Turner TV Willsteed I Holland

Company Secretary D Cohen

Registered offi ce

Timpetra Resources Limited Level 11, 151 Macquarie Street Sydney NSW 2000 Tel: +61 2 8298 2000 Fax: +61 2 8298 2028

Lead Manager and Underwriter

Ord Minnett Limited Level 8, NAB House 255 George Street Sydney NSW 2000 Tel: +61 2 8216 6300 Fax: +61 2 8216 6455

Independent Technical Expert

Minnelex Pty Ltd 283 Huntingdale Street Pullenvale QLD 4069 Tel: + 61 7 3374 2443 Fax: + 61 7 3374 2443

Solicitors

Corrs Chambers Westgarth Governor Phillip Tower 1 Farrer Place Sydney NSW 2000

Tel: +61 2 9210 6500 Fax: +61 2 9210 6611

Bankers

Australia and New Zealand Banking Group Limited 20 Martin Place Sydney NSW Australia 2000

Auditors

Ernst & Young Ernst & Young Centre 680 George Street Sydney NSW 2000 Tel: +61 2 9248 5235 Fax: +61 2 9248 5199

Share Registrar

Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 Tel: +61 2 8280 7942 Fax: +61 2 8287 0310

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Registered & Corporate Offi ce Timpetra Resources Limited Level 11, 151 Macquarie Street Sydney NSW 2000 Tel: +61 2 8298 2000 Fax: +61 2 8298 2028

AI assistant

MURRAY COD AUSTRALIA LIMITED — Capital/Financing Update 2011

65302_rns_2011-03-24_e9e4205d-95a5-4406-8a3f-f3d4e7c201d3.pdf

Important Information

DISCLAIMER AND IMPORTANT NOTICE

General

Electronic Prospectus

Foreign Jurisdictions

Exposure Period

Speculative Investment – Risks

02 INVESTMENT HIGHLIGHTS

Experienced Board of Directors:

Prospective exploration tenements:

Good early stage exploration results achieved:

Ready to commence second phase of exploration:

Good infrastructure:

INVESTMENT HIGHLIGHTS continued

Strategically located tenements:

Cornerstone investor:

Discount to exploration expenditure incurred to date:

RISKS

KEY DETAILS OF THE OFFER

KEY DATES

CHAIRMAN’S LETTER

16 February 2011

Dear Investor,

Yours faithfully,

08

SECTION 1

INVESTMENT OVERVIEW

1.1 Company overview

1.2 Company assets

1.3 Identifi cation of gold mineralisation

1.4 Confi rming that a fault structure exists

1.5 Evaluation of acquisition opportunities

1.6 Purpose of the Offer

SECTION 2

DETAILS OF THE OFFER

2.1 Offer

2.2 Shareholdings following completion of the Offer

2.3 Purpose of the Offer

2.4 Capital adequacy statement

2.5 Prospectus and forecasts

2.6 Underwriting

2.7 Escrow provisions

2.8 Allotment and allocation of Shares

2.9 Foreign securities laws

2.10 No minimum subscription

2.11 ASX listing

2.12 CHESS

2.13 Discretion to withdraw Offer

2.14 Enquiries in relation to the Offer

2.15 How to apply

2.16 Privacy disclosure

2.17 Risk factors

16

SECTION 3 PROJECT REVIEW

Key Points

3.1 Introduction

3.2 Timpetra’s Tenements: the Lockington Project

3.3 Geological setting and the Lockington Model

3.4 Support for working thesis

Evidence for the existence of the Lockington Fault

Evidence for the existence of a syncline

Further supporting evidence for the Lockington Model

SECTION 4

RESULTS OF EXPLORATION WORK PERFORMED IN THE LOCKINGTON PROJECT

4.1 Geophysical surveys

24

4.2 Geochemical sampling

4.3 AirCore drilling

4.4 Diamond drilling

28

30

4.5 Competent person’s statement

SECTION 5

BOARD & MANAGEMENT

5.1 Board of Directors

Mr Anthony Grey

Non-Executive Chairman

MURRAY COD AUSTRALIA LIMITED Capital/Financing Update 2011

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