ORBMINCO LIMITED — Capital/Financing Update 2005

Aug 10, 2005

MONARO MINING N.L.

ACN 073155781

CORPORATE DIRECTORY

DIRECTORS

Warwick Robert Grigor (Chairman) B.Ec., LLB. MAusIMM

Michael John Evans (Non-executive Director) B. Bus (Curtin), A.I.T. (WA), ACA, ACIS

Mart Rampe (Executive Director) B.Sc (Applied Geology), MMICA, MAusIMM(CP)

COMPANY SECRETARY

June Ann Atlina B.Bus (ECU), CPA 1^st Floor, 87 Colin Street West Perth, WA 6005

PRINCIPAL BUSINESS OFFICE

Unit 4a 20 Sommerset Avenue Narellan, NSW, 2567 Telephone: 02 4647 6177 Fax: 02 4647 7332 Email: info@monaromining.com Web: www.monaromining.com

REGISTERED OFFICE

1^st Floor 87 Colin Street West Perth WA 6005 Telephone: 08 9322-3076 Fax: 08 9322-5116

SHARE REGISTRY

Advanced Share Registry Services 110 Stirling Highway Nedlands WA 6009 Telephone: 08 9389 8033 Facsimile: 08 9389 7871

SOLICITOR

Mark Edwards 4 Kangaroo Parade Yallingup, WA 6282

INVESTIGATING ACCOUNTANTS

Stanton Partners Corporate Pty Ltd Level 1, 1 Havelock Street West Perth WA 6005

PROPOSED AUDITORS

Stantons International Level 1, 1 Havelock Street West Perth WA 6005

INDEPENDENT CONSULTING GEOLOGIST

Rangott Mineral Exploration Pty Ltd Geological and Exploration Consultants 3 Barrett Street Orange, NSW 2800

INDEPENDENT TITLE CONSULTANTS

AMTS Pty Ltd Mining & Exploration Title Consultants 48 Sorrento Road Empire Bay, NSW 2257

MONARO MINING N.L. ACN 073 155 781

PROSPECTUS

FOR THE OFFER OF 13,000,000 ORDINARY SHARES AT AN ISSUE PRICE OF \$0.20 EACH TO RAISE \$2,600,000

Oversubscriptions of up to 2,000,000 Shares at an issue price of 20 cents each to raise up to a further \$400,000 may be accepted.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety.

If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered speculative.

CORPORATE DIRECTORY

$\mathbf{1}$ .	IMPORTANT NOTES AND STATEMENTS AND OFFER HIGHLIGHTS	4
2.	LETTER FROM THE CHAIRMAN	6
3.	SUMMARY OF KEY INFORMATION	$\overline{7}$
4.	DETAILS OF THE OFFER	11
5.	COMPANY OVERVIEW	14
6.	INDEPENDENT GEOLOGISTS REPORT	18
7.	TENEMENT CONSULTANTS REPORT ON TENEMENTS	36
8.	INDEPENDENT ACCOUNTANT'S REPORT	47
9.	DIRECTORS AND CORPORATE GOVERNANCE	56
10.	RISK FACTORS	59
11.	MATERIAL CONTRACTS	62
12.	ADDITIONAL STATUTORY AND OTHER INFORMATION	64
13.	AUTHORISATION OF THIS PROSPECTUS	68
14	GLOSSARY OF DEFINED TERMS	69
15 1	GLOSSARY OF TECHNICAL TERMS	71
	APPLICATION FORM	76

IMPORTANT NOTES AND STATEMENTS AND OFFER HIGHLIGHTS $\mathbf{1}$

$1.1$ IMPORTANT NOTES AND STATEMENTS

This Prospectus is dated 1 August 2005.

A copy of this Prospectus was lodged with the ASIC on 1 August 2005.

The ASIC and the ASX do not take any responsibility for the contents of this Prospectus.

No Shares will be issued on the basis of this Prospectus after the Expiry Date being a date which is no later than 13 months after the date of this Prospectus.

The Company is not admitted to the Official List of the ASX. Application for admission of the Company to the Official List of the ASX and for permission for the Shares to be granted Official Quotation by the ASX will be made within seven days after the date of this Prospectus.

This Prospectus is an invitation from the Company for investors to make application to subscribe for Shares to be issued by the Company on the terms of this Prospectus.

The Company has issued this Prospectus in accordance with the provisions of the Corporations Act applicable to prospectuses.

In preparing this Prospectus, the Company believes it has taken such precautions and made such enquiries as are reasonable for it to have made to comply with the provisions of the Corporations Act in force at the date of this Prospectus.

No person is authorised to give any information or to make any representation concerning the Issue. Any information or representation concerning the Issue which is not contained in this Prospectus should not be relied upon as having been authorised by the Company or its Directors.

Before deciding to make an Application it is recommended investors read this Prospectus in its entirety and consult their stockbroker, solicitor, accountant, or financial or other professional adviser.

Words and phrases used in this Prospectus and defined in Section 14 (Glossary of Defined Terms) forming part of this Prospectus have the meanings ascribed to them in Section 14.

Any photographs or 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 of the Company's business, operations and the industry in which it operates.

The Corporations Act (refer section 727(3)) prohibits the Company from accepting Applications in the seven day period after the date of lodgement of the Prospectus. This period may be extended by ASIC by up to a further seven days. This period is an exposure period to enable the Prospectus to be examined by market participants prior to the raising of funds. Applications received during the exposure period shall not be accepted until after the expiry of that period. No preference will be conferred on Applications received in the exposure period.

Applications for Shares which are the subject of this Prospectus can only be made on an Application Form included in or accompanying this Prospectus or a copy thereof in the terms of Section 723(1)(b) of the Corporations Act - refer Section 4.4 of this Prospectus.

$1.2$ ONLINE PROSPECTUS

This Prospectus is available in electronic form on the following website www.monaromining.com

Applications for Shares may only be made on the Application Form attached to or accompanying this Prospectus or in its paper copy form as downloaded in its entirety from the website at www.monaromining.com There is no facility for online applications at the website. A paper copy of the Prospectus will be sent free of charge to any person who requests a copy from the Company in the period leading up to the Closing Date.

$1.3$ OFFER HIGHLIGHTS

The Offer

Offer Price Per Share	\$0.20
Total Number of Shares offered	13.000.000
Amount to be raised under this Prospectus	\$2,600,000
Shares on issue in the Company at the Listing Date	13,000,100 (ordinary fully paid)
	5,200,000 (ordinary part-paid)

Important Dates

Offer opens	1 August 2005
Closing Date - Offer closes	1 September 2005
Despatch of Shareholder Statements (expected)	9 September 2005
Trading of Shares on ASX to commence (expected)	9 September 2005

Note:

These dates are indicative only and the Company reserves the right to amend the Closing Date - refer Section 1.1. This timetable may change without further notice.

Dear Investor,

On behalf of the Directors. I am pleased to introduce this Prospectus and invite you to invest in Monaro Mining by subscribing for some of the 13,000,000 shares being offered at 20 cents each. It is noteworthy that there are no vendor shares in relation to tenements included in the Prospectus.

Monaro Mining has secured a 100% interest in three tenements and an 80% interest in a fourth tenement all located in the Lachlan Fold Belt of NSW. These tenements are prospective for volcanogenetic massive sulphide deposits, skarn copper-gold and intrusive related tin and tungsten deposits.

Monaro Mining's faith in the Lachlan Fold Belt is based on the observation that whilst there was limited gold and copper production in NSW during the early 1990's, the state is now one of the most important sources of these metals in Australia. Porphyry copper-gold deposits discovered and developed over the last decade in the NSW Lachlan Fold Belt are significant. The Directors of Monaro Mining believe that a similar logic applies to VMS base metal deposits - that is, whilst the Lachlan Fold Belt hosts a number of classic VMS deposits, no "giant" or world class VMS deposit has yet been found although there is geological potential for such a deposit to exist.

In terms of sovereign risk, the Fraser Institute, an independent Canadian economic and social research and educational organisation, has in its 2003/2004 annual survey of global mining companies ranked New South Wales as equal third in the world according to its Policy Potential Index. This composite index measures the effects on exploration of government policies including uncertainty concerning the administration, interpretation, and enforcement of existing regulations, environmental regulations, regulatory duplication and inconsistencies, taxation, uncertainty concerning native land claims and protected areas, infrastructure, socioeconomic agreements, political stability, labour issues, and geological database. We share the Fraser Institute's view, and regard New South Wales, where our tenements are located, as an ideal place to explore and to develop new mining operations.

Monaro Mining has assembled a respected Board of Directors with strong technical, corporate and management experience. This experience will be beneficial in assessing the potential of the Company's prospects and their possible future development.

The Board considers the outlook for base metals and gold remains positive for the foreseeable future. The Company stands to benefit from strong growth in world industrial production, much of which is expected to be in the Asia-Pacific Region.

Monaro Mining believes it has the projects and calibre of management capable of delivering exploration success and capital growth. As Chairman of Monaro Mining, I commend this Offer to you and look forward to sharing with you in the future of this promising exploration company.

Yours sincerely,

Warwick Grigor CHAIRMAN

$\overline{3}$ . SUMMARY OF KEY INFORMATION

The following information in this section is in executive summary form only. Prospective investors should read the full text of this Prospectus.

$3.1$ INTRODUCTION TO COMPANY

Monaro Mining NL was incorporated as South Pacific Nickel N.L. on 16 March 1996 and remained dormant until 2004 when it was reactivated by Warwick Robert Grigor and Mart Rampe to take advantage of the availability of prospective mineral regions within the Lachlan Fold Belt of NSW. Applications for four exploration licences were lodged and have subsequently been granted to the Company. It is intended these four exploration licenses will form the focus for future exploration activity provided the Company is successfully listed.

Warwick Robert Grigor, Mart Rampe and/or their associated entities have or will have spent approximately \$85,000 in acquiring the Exploration Licences that form the basis of this Prospectus and incurred other costs that pursuant to Loan Agreements summarised in Section 11 are to be reimbursed from the proceeds of this Offer to a maximum of \$85,000.

The Company will be managed by an experienced team representing many successful years of involvement in the exploration and mining industry.

$3.2$ KEY HIGHLIGHTS

Key highlights relating to the Company and its projects include:

• Drill identified copper and gold mineralisation at the Mayfield Project is considered to have potential to be significantly upgraded. This is the Company's principal project and will be the subject of detailed investigations post listing;
• $\blacktriangleright$ The Captains Flat Project represents significant Volcanic Massive Sulphide (VMS) lead and zinc potential. The area covered by the exploration license includes the site of one of the earliest base metal mines ever developed in NSW. There remains significant potential for remnant base metal mineralisation as well as potential gold occurrences that have never been fully explored. The initial task for the Company will be to unravel the existing and extensive data base with the view to delineating drilling targets;
• Drill identified tin and tungsten mineralisation has been outlined at the Mt Paynter Prospect. In $\geq$ addition, past mineralogical and metallurgical work on the main mineralised bearing lode, has indicated good recoveries for both metals. Past drilling results illustrate well defined metal trends;
• The Michelago Project covers a geological environment which is host to numerous base metal and gold prospects. The Company believes that the project has the potential to generate a mineral project of significant size; and

The Board of Directors comprises a team with a track record of generating wealth for shareholders via the discovery, development and management of natural resources with the ability to take advantage of mineral exploration and development opportunities as and when they arise.

$3.3$ PURPOSE OF THE ISSUE

The proceeds of the issue pursuant to this Prospectus will be used to initiate exploration programs on the Company's Exploration Licences. In summary, the funds will be used to:

• Assess the mineralisation at the Mayfield and Mt Paynter prospects: Þ
• ý. Delineate exploration targets based on data generated by previous explorers on the Captains Flat and Michelago prospects:
• ý. Identify, acquire and explore new mineral properties in accordance with the Company's objectives; and
• ý. Meet corporate administrative costs and fund the expenses of the issue.

The anticipated use of funds from this Offer based on the Subscription Amount being raised is as follows:

Item	Subscription Amount (\$)
Exploration	1,270,000
Assessment of new projects	300,000
Administration	350,000
Expenses of Offer	275,000
Working Capital	405,000
TOTAL	2,600,000

Over the first two years, it is anticipated that funds will be applied as set out in the following table:

	Year 1 (\$)	Year 2 (\$)
Mayfield Exploration	150,000	350,000
Captains Flat Exploration	150,000	150,000
Mt Paynter Exploration	100.000	200,000
Michelago Exploration	70,000	100,000
Assessment of new projects	150,000	150,000
Administration	175,000	175,000
Expenses to date and of the Offer	275,000
Working Capital Balance	230,000	175,000
	1,300,000	1,300,000

The Directors consider that the Minimum Subscription Amount to be raised pursuant to this Prospectus provides sufficient working capital to achieve the objectives set out in this Prospectus for a period of two years. If funds exceeding the Minimum Subscription Amount are received (ie oversubscriptions of up to \$400,000), the additional funds will be used to increase the scope of the Company's exploration program. In particular, the Company will evaluate prospects which in the Company's opinion will enhance its exploration holdings asset value in the longer term.

The use of funds set out above is contingent upon progressive results of exploration and geological interpretation of such results continuing to support the above allocation as the most effective use of exploration funds.

SHARE CAPITAL STRUCTURE

At the date of this Prospectus, the issued capital of the Company is 100 Fully Paid Shares and 5,200,000 Part-Paid Shares. Set out below is a summarised table of the present and prospective capital and ownership structure of the Company based on the Subscription Amount being raised:

Details	Class	Shares
Existing Fully Paid Shares held by initial subscribers	Ordinary Fully Paid	100
Partly Paid Shares issued to management prior to Prospectus	Ordinary Part-paid	5,200,000
Public Offer	Ordinary Fully Paid	13,000,000
TOTAL	Ordinary Shares (Fully Paid and Part-paid)	18,200,100

As a condition of admitting the Company to the Official List, the ASX may classify certain existing Shares held by the Officers of the Company or entities associated with such Officers as "restricted securities" under the Listing Rules. If that occurs, then prior to Quotation, it will be necessary for those parties to enter into restriction agreements with the Company. The effect of the Restriction Agreements will be to prohibit trading in the Shares for a period determined by the ASX and the Listing Rules.

Part-paid Shares

Prior to the offer there are on issue 5,200,000 Shares part-paid to 0.1 cents each. The balance of 19.9 cents payable on each of these Shares has been called and is due and payable on or before 31 May 2010. The Part-paid shares are held as follows:

Name of Holder	Number of Part-paid Shares held
Gregorach Pty Ltd	2,000,000
Mart Rampe	1,500,000
Tevlo Pty Ltd	1,500,000
June Ann Atling	100,000
Daniel Leighton	100,000

With the exception of Daniel Leighton, the forgoing holders are either Officers of the Company or entities associated with such Officers.

$3.4$ DIRECTORS

The Board of Directors comprises:

CHAIRMAN (NON EXECUTIVE) WARWICK ROBERT GRIGOR

Mr Grigor, aged 46, is a graduate of the Australian National University having completed degrees in law and economics. His employment in the mining sector commenced with Hamersley Iron, following which he spent a number of years in the stockbroking sector as a senior mining analyst prior to establishing Far East Capital Limited, a specialist corporate advisory business. Mr Grigor serves on the Boards of First Australian Resources Limited, Peninsula Minerals Limited and Tianshan Goldfields Limited.

MANAGING DIRECTOR (EXECUTIVE) MART RAMPE

Mr Rampe, aged 54, is a geologist with over thirty years experience in minerals exploration and development from grass roots exploration through to pre-mine development. He has worked with a number of
commodities including gold, base metals and industrial minerals. Country experience includes Australia, Papua New Guinea, Solomon Islands, New Zealand and USA (Alaska). Since 1985 he has been the principal of Harvest Exploration Pty Ltd, a successful consultancy in the minerals and environmental industry. He has held senior exploration management positions in public listed and private exploration companies.

DIRECTOR (NON EXECUTIVE) MICHAEL JOHN EVANS

Mr Evans, aged 54, is a Chartered Accountant holding two business degrees and has been involved in the natural resources sector since 1981. He has considerable experience in Australian public companies particularly in relation to financing both in Australia and the United States of America. Mr Evans serves on the Board of First Australian Resources Limited.

$3.5$ STOCK EXCHANGE LISTING

Application will be made to the ASX, not later than seven days after the date of this Prospectus, for the Company to be admitted to the Official List of the ASX and for permission for the grant of Official Quotation of the Shares. No Shares will be issued on the basis of this Prospectus unless such permission is obtained.

$3.6$ DIVIDEND POLICY

The Company may declare a dividend from time to time as appropriate based upon available profits and the cash, marketing commitments and capital requirements of the Company.

The Directors can give no assurance as to the extent, timing or actual payment of future dividends or the availability or level of franking credits.

Prior to the issue of this Prospectus, the Company has not declared or paid any dividends.

$3.7$ RISK FACTORS

For details of the identified Risk Factors affecting an investment in Shares in the Company please refer to Section 10 of this Prospectus.

DETAILS OF THE OFFER $\overline{\mathbf{4}}$

This section is intended to provide information on the Securities offered pursuant to this Prospectus.

4.1 THE OFFER

Subject to Section 4.3, Applications are invited from the public for the Issue by the Company of 13 million Shares to raise \$2.6 million in the terms of this Prospectus.

All Shares are to be issued at a price of \$0.20 per Share payable in full on Application.

$4.2$ OVERSUBSCRIPTION

The Company reserves the right to accept oversubscriptions of up to \$400,000 through the issue of a further 2,000,000 Shares at an issue price of 20 cents per Share. The maximum amount which may be raised under this Prospectus is therefore \$3.0 million.

$4.3$ MINIMUM SUBSCRIPTION THRESHOLD

The Minimum Subscription Amount under the Prospectus is 13 million Shares at \$0.20 cents each to raise \$2.6 million. No Shares will be issued under this prospectus unless the Minimum Subscription Amount is raised.

If this Minimum Subscription Amount has not been met at the end of four months after the date of issue of the Prospectus, or such earlier time as may be the Closing Date, the Company shall either repay (without interest) all money received from Applicants for the Securities or otherwise comply with Section 724(2) of the Corporations Act.

$4.4$ HOW TO APPLY FOR SHARES UNDER THE OFFER

Applications for Shares that are the subject of this Prospectus can only be made on an Application Form included in or accompanying this Prospectus or a copy thereof in the terms of Section 723(1)(b) of the Corporations Act, ie the copy was copied, or directly derived, by the Applicant from a form included in or accompanying this Prospectus, and a person making Application by means of such a copy will be deemed to have warranted their compliance with Section 723(1)(b). Please carefully read the instructions to the Application Form before completing it.

The minimum number of Shares which may be applied for pursuant to an Application is 10,000 Shares. Applications may be made for more than 10,000 Shares but only in integral multiples of 1,000 Shares, although the Company reserves the right to accept an Application approved of by the Company to take up any odd number of Shares the subject of the Issue.

The payment of \$0.20 per Share must accompany the Application Form.

Cash will not be accepted. Receipts will not be issued. Payment should be made in Australian currency as follows:

• ↘ by cheque drawn on and payable at an Australian bank; or
• in the case of overseas residents, by bank draft drawn and payable at an Australian bank.

Cheques or bank drafts should be made payable to "Monaro Mining N.L. - Issue Account" and be crossed "not negotiable".

Applications should be lodged at or posted to:

Monaro Mining N.L.	OR	Monaro Mining N.L.
PO Box 1393		C/- Advanced Share Registry Services
West Perth Western Australia 6872		PO BOX 1156
		Nedlands, Western Australia 6909

Although this Prospectus may be viewed online at the website mentioned in Section 1.2, there is no facility for online Applications. If viewing this Prospectus online, please refer to Section 1.2 as to how to receive a paper copy of this Prospectus.

4.5 OPENING AND CLOSING DATES

Submission of Applications may be made on or after the Opening Date. Application Forms duly completed with payment of Application monies must reach the Company's Share Registrar prior to 5.00 pm WST on the Closing Date. The Company reserves the right, subject to the requirements of the Listing Rules and the Corporation Act, to close the Offer earlier or extend the Closing Date at its discretion without notice, provided that the Closing Date will not be a date more than 13 months from the date of this Prospectus.

$4.6$ ALLOTMENT AND ISSUE

Subject to meeting of minimum subscription levels (refer Section 4.3), the ASX approving the Shares being admitted to quotation on the ASX (refer Section 3.5) and to the provisions of Section 727(3) of the Corporations Act (waiting period after fodgement of this Prospectus with the ASIC before processing Applications), Shares to be allotted and issued pursuant to this Prospectus will be allotted and issued progressively within a reasonable time of Applications being received, and in any event, promptly following the Closing Date, and otherwise in compliance with the Corporations Act.

If Applications are received for more than \$3.0 million, being the maximum amount to be raised under this Prospectus including oversubscriptions (refer Section 4.2):

• each Application will be deemed to be made on the basis that the Company, at its discretion, may ↘ accept the Application as an application for all or only a part of the number of Shares the subject of the Application but in any event not less than 10,000 Shares; and
• the Company may determine at its discretion the basis upon which any scaling back of Shares the subject of Applications will take place.

Applicants must not assume that Shares, or any number of Shares, will be issued to them in response to their Application. The Company reserves the right to decide whether to accept any Application and the Company may elect to accept an Application for fewer than the total number of Shares applied for. If an Application is accepted for fewer than the total number applied for, the surplus application monies will be refunded. Before purporting to deal with any Shares in anticipation of issue to the Applicant, each Applicant must satisfy themself as to the number of Shares (if any) to which they have become entitled. It is the responsibility of Applicants to determine the number of Shares prior to trading those Shares. Any Applicants who sell Shares before they receive their holding statements do so at their own risk.

Pending the issue of the Shares, all Application monies will be held in a separate bank account in trust for the Applicants. Shares will not be issued until ASX grants permission for the Shares to be listed for Official Quotation and the Minimum Subscription Amount has been raised.

If the Company is not admitted to the Official List of the ASX within three months of the date of this Prospectus, then all Application Monies will be refunded. No interest will be paid on Application Monies refunded.

4.7 COMMISSION TO SECURITIES DEALERS AND OTHERS

The Offer made pursuant to this Prospectus is not underwritten. The Company will pay to any stockbroker, licensed securities dealer, including Far East Capital Limited ("FEC") or other person legally entitled to receive commission in respect of a person subscribing for the Shares ("Dealer"), a commission at the rate of 5% on the amount of Application monies the subject of an Application which results in an allotment of Shares, where the Dealer has introduced the Application Form and indicated that introduction by completion of the "brokers reference" section of the Application Form. The commission will be paid within 10 Business Days of the allotment of the Shares on the presentation of a tax invoice. FEC is a company connected with Mr Warwick Grigor who is a director of the Company and a shareholder in the Company. Mr Grigor is a director and major shareholder in FEC.

4.8 OVERSEAS INVESTORS

The distribution of this Prospectus and the Application for Shares pursuant to it in jurisdictions outside Australia may be restricted or prohibited by law in those jurisdictions. This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

Residents of countries outside Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any formalities need to be observed should they wish to make Application to take up Shares on the basis of this Prospectus.

REJECTED APPLICATIONS 4.9

The Company reserves the right to reject, or partially reject, any Application at the discretion of the Company. If the Company rejects, or partially rejects, an Application or a purported Application, the Company will return to the Applicant the relevant Application monies tendered with the Application (or a relevant portion thereof in the case of a partial rejection of an Application) and otherwise comply with any applicable requirements of the Corporations Act incidental thereto.

4.10 RIGHTS ATTACHING TO SECURITIES

All Shares issued on the basis of this Prospectus will rank equally with one another and with all existing issued fully paid Shares in the Company.

For more complete information regarding the rights attaching to the Shares, prospective investors are encouraged to read Section 12.1 of this Prospectus.

4.11 TAX FILE NUMBER

An Applicant is not obliged to quote his or her Tax File Number (TFN). However, in the case where no TFN is quoted, the Company must deduct tax from any dividends payable (to the extent that they are not franked) at the top personal marginal tax rate plus Medicare levy.

There are special rules to the quotation or non-quotation of TFN's applying to different categories of Applicants such as non-residents of Australia, tax exempt bodies, joint holders and other special categories. Applications by individuals, companies and trustees, amongst others, are largely unaffected by any special rules and therefore may quote a TFN by simply completing the TFN details on the Application Form.

The above does not purport to be an exhaustive statement of the law relating to TFN's and is provided as a quide only. If you are in any doubt, you should consult your professional adviser.

PRIVACY 4.12

If you apply for Shares you will be asked to provide personal information to the Company (and the Company's Share Registry on its behalf) which collects, holds and uses that personal information in order to assess your application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administration.

The information may also be used from time to time to inform you about other products or activities which it considers may be of interest to you.

Access to the information may also be provided to the Company's agents and service providers on the basis that they deal with such information in accordance with the Company's privacy policy.

Under the Privacy Act 1988 (Cth) (as amended), you may request access to your personal information held by (or on behalf of) the Company. You can request access to your personal information by contacting the Company's Share Registry.

4.13 CLEARING HOUSE ELECTRONIC SUB-REGISTER SYSTEM (CHESS)

The Company will be applying for admission to participate in CHESS in accordance with the Listing Rules and the Shares Clearing House (SCH) Business Rules. On admission to CHESS, the Company will operate an electronic issuer sponsored sub-register and electronic CHESS sub-register. The two sub-registers together will make up the Company's principal register of securities.

The Company will not issue share certificates to Shareholders. Instead, Shareholders that elect to hold their Shares on the issuer sponsored sub-register will be provided with a holding statement (similar to a bank account statement) which sets out the number of Shares to be issued to each investor under this Prospectus and at the end of the month of issue, CHESS (acting on behalf of the Company) will provide Shareholders with a holding statement that confirms the number of Shares so recorded in the name of that Shareholder.

A holding statement (whether issued by CHESS or the Company) will also provide details of a Shareholder's Holder Identification Number (HIN) in the case of a holding on the CHESS sub-register or Shareholder Reference Number in the case of a holding on the issuer sponsored sub-register. Following distribution of these initial holding statements to all Shareholders, a holding statement will only routinely be provided to a Shareholder at the end of any subsequent month during which the balance of the investor's holding of Shares changes.

4.14 STOCK EXCHANGE LISTING

Application for admission of the Company to the Official List of the ASX and for permission for the Shares to be issued on the basis of this Prospectus, and for other existing Shares to be granted Official Quotation will be made within seven days after the date of this Prospectus. The granting of permission by the ASX should not be taken in any way as an indication of the merits of the Offer or the Company and its operations.

5. COMPANY OVERVIEW

COMPANY HISTORY $5.1$

Monaro Minerals NL is the vehicle for the exploration and development of a number of prospective Exploration Licences located in the Lachlan Fold Belt of NSW. These Exploration Licence areas were identified by Mart Rampe and Warwick Grigor as being suitable for the revitalisation of the Company during a time of increased interest in the commodities sector of the economy. In particular, demand for Australia's commodities has steadily increased over the last few years and is in part driven by the Chinese "industrial revolution". Market economic commentators generally agree that this demand will continue in an upward trajectory for the foreseeable future. The emergence of India as an added demand driven economy could also add significantly to this "commodity boom" environment.

$5.2$ OBJECTIVES AND STRATEGY

The main objective of the Company is to generate shareholder wealth through the discovery and development of mineral deposits, either directly or via appropriate joint venture technical or financial arrangements. In particular, this objective will be met via the assessment of a range of mineral commodities and projects, with the view to spreading the risk associated with commodity cycles. For this reason, Monaro Mining NL is exploring tenements with the potential for gold, copper, lead, zinc, tungsten and tin Mineralisation.

Monaro Mining NL's strategy to fulfil these objectives is to utilise the exploration, financial and management expertise inherent in its Board of Directors. Furthermore, the Company believes that its best chance for success is to focus on VMS deposits typified by the Captains Flat style of mineralisation, the Mayfield goldcopper skarn and the granite hosted tin-tungsten prospect at Mt Paynter. However, the Company is also mindful of mineral exploration and development opportunities that arise from time to time, not only in the Lachlan Fold Belt but in other mineral provinces throughout Australia and overseas. For that reason, the Company will maintain a watching brief on the industry and be prepared to take strategic positions as the opportunity arises. This strategy will manifest itself in a number of ways, viz:

• Projects will be selected on the basis of their potential to become significant developments and ¥. therefore enhance shareholder wealth. Whilst the focus will be on those areas that have a mine track record, new under-explored areas will also be considered;
• $\geq$ The Company will utilise modern technology to analyse and synthesize existing data and integrate this with financial and technical data to enhance discovery and/or opportunity; and
• $\approx$ A significant emphasis will be placed on human resources management, with the view to utilising only experienced and well resourced mine finders.

5.3 THE LACHLAN FOLD BELT

The Lachlan Fold Belt (LFB) in NSW hosts numerous types of mineralisation including porphyry-epithermal style gold and copper mineralisation through to VMS copper/lead/zinc deposits. Some of these deposits are world renowned and is one of many reasons why the Company chose to establish itself as a mineral explorer in this mining district. Other incentives include:

• $\geq$ Well established infrastructure likely to result in lower production costs;
• D. Previous explorers have left large prospective areas inadequately explored;
• ⋟ The political environment is stable and the legislative framework provides security of tenure; and
• ⋗ No known significant native title issues.

Whilst extensive exploration has occurred in NSW since the 1850's, it was not until the late 1980's and early 1990's that a series of major mines have been developed. This has occurred as a result of applying new exploration technology in old mining areas, use of easily accessible data bases and strategic ground selection. Application of these basic principles should lead to further exploration and development success within the LFB.

Examples of the success of this approach are outlined in the following table:

LFB Deposits in NSW	Type
Cadia/Ridgeway	Porphyry
Northparkes	Porphyry
Cowal	Porphyry
Tomingley	Porphyry
Temora	Epithermal
Peak Hill	Epithermal
Browns Creek	Porphyry -skam
Woodlawn	VMS
Lewis Ponds - Main zone	VMS

VMS deposits such as the above produce a significant amount of gold and silver. Additionally, these types of deposits produce a significant proportion of the worlds zinc and provide some of the lowest cost metal. The best known VMS district in NSW is associated with the Woodlawn mine. It is noteworthy that in other mineral provinces in the world of similar style and age, one or more ore bodies in excess of 100 million tonnes can be found. No large VMS ore body has yet been found in the LFB, but the potential for such an occurrence is considered to be reasonable and plausible.

5.4 EXPLORATION PROJECTS

The Company's projects include delineated mineral occurences within the Mayfield and Mt Paynter Prospects, which will be further drill tested to assess possible extensions. The Captains Flat and Michelago Prospects will require further evaluation in order to generate drilling targets. The main features of these prospects are summarised below.

Project	Past Results/Production	Target
Mayfield	Extensively drilled Mayfield Prospect. Numerous other aold and base metal prospects and targets.	Apply modern geochemistry and geophysical techniques to identify extensions to known gold-copper mineralisation Mayfield on - Prospect. Review other prosect targets for drilling.
Captains Flat	Numerous gold and base metal occurrence and old mines. Historical production indicative the οf is. tenement's exploration potential.	Assess past production and exploration data to determine suitable targets for drilling. Focus will be on gold and base metals (copper, lead and zinc).
Mt Paynter	Well defined tin and tungsten lodes, with metal trends clearly defined and ready for drilling.	Drill extensions to Main Lode subject to orebody modelling.
Michelago	Numerous gold and base metal occurrence and old mines.	exploration data to Assess suitable determine targets for drilling. Focus will be on gold and base metals.

Mayfield (Monaro Mining NL 80% and Michelago Limited and Robertconsulting Pty Ltd 20%)

The Mayfield Project is located within Exploration Licence 6358 and is host to well defined gold and copper mineralisation which was identified by previous explorers. Drilling data has indicated grades of between 0.35 $-1.04$ g/t Au, $0.30 - 0.35\%$ Cu, $0.48 - 0.66\%$ Zn and $7 - 9$ g/t Aq. A number of other prospects are found within the licence area and include the Boro silver lead mine located to the north-west and the Cullalla silver workings located to the north-east.

Past work indicates that potential exists to upgrade the Mayfield Prospect on the following basis:

• No modern electrical geophysical method/survey has been conducted over the mineralisation. EM methods will be used to target sulphide mineralisation below the known occurence;
• Soil and rock sampling results have indicated that the gold content of known mineralisation could be $\geq$ under estimated. Reverse Circulation drilling of the limonitic ore zone would be appropriate, as a more consistent sample would be returned for assay than previous core sampling techniques;
• ⋟ Soil sampling south of the gossan outcrop indicates a level of geochemical anomalism similar to that over the known occurence. Literature reviews have indicated that no exploration has been conducted south of the main gossan. Geophysical surveys and drilling will be undertaken to determine the veracity of these observations;
• The northern limit of the mineralisation is defined by a discontinuity/structural break. A search for the mineralisation offset from the known trend will involve geophysics and soil sampling; and
• ⋟ Drill test targets delineated by above techniques.

An exploration budget of \$500,000 has been allocated for the first two years after the Listing Date.

Captains Flat (Monaro Mining NL 100%)

Exploration Licence 6381 covers a belt of Siluro-Ordovician rocks over a seventy kilometre strike length. This belt is host to a large number of VMS prospects including the Lake George Mine located near Captains Flat. This district of NSW has received a significant amount of attention since the Lake George Mine at Captains Flat began operation around 1882. Between 1937 and its closure in 1962, this mine processed over four million tonnes of ore grading 6% lead, 10% zinc, 0.7% copper, 56g/t silver and 1.7g/t gold.

EL 6381 represents a mature exploration target and as such, the exploration effort will focus on advanced geological and geophysical interpretative techniques to generate deeper drilling targets. It is anticipated that a review of data, followed up by additional geological and geophysical surveys will be undertaken ahead of drilling. Advanced prospects such as the Vanderbuilt Hill Prospect will be assessed for drilling within the first six to twelve months of tenure. An exploration budget of \$300,000 has been allocated for the first two years after the Listing Date.

Mt Paynter (Monaro Mining NL 100%)

Exploration Licence 6356 is highly prospective for tin(Sn) and tungsten(W) deposits. Previous exploration efforts, including the completion of over 4000 metres of percussion and diamond drilling in 26 holes has outlined tin and tungsten mineralisation with grades of 0.35% Sn and 0.51% W respectively. The Main lode is open both laterally and at depth and metallurgical testing has suggested recoveries of 74% and 69% respectively.

The Company plans to drill test the lode extensions, with the view to delineating high grade (>1% combined Sn and W) ore and to prove up an ore body of suitable extent which may be amenable to mining. An exploration budget of \$300,000 has been allocated for the first two years after the Listing Date.

Michelago (Monaro Mining NL 100%)

The area around Michelago and Colinton has been subject to modern exploration for base metals and gold during the past thirty years. Exploration Licence 6376 is regarded as favourable for epithermal gold deposits or gold associated massive sulphide deposits of the Captains Flat-Woodlawn-Kuroko type.

Recent exploration success by Universal Resources at the Burra Massive Sulphide Prospect (located approximately 10 kilometres to the north of the Exploration Licence 6376) in a geological setting with parallels in Exploration Licence 6376, demonstrates that opportunities for exploration success can still occur within highly mineralized volcano-sedimentary sequences, despite intensive past exploration efforts.

The Company's objective with this tenement area is to review and refocus on a number of base metal and gold prospects, with the view to reinterpreting existing exploration data in the light of modern exploration techniques and available regional geophysical data.

The Company will initiate a comprehensive exploration programme within Exploration Licence 6376. This will consist of regional geological and geophysical surveys combined with detailed local investigations. It is expected that this work may generate a number of targets which will then be investigated by percussion and/or diamond drilling. A budget of \$170,000 over a two year period is considered reasonable to determine the potential of the tenement.

GEOLOGICAL & EXPLORATION CONSULTANTS (A.B.N. 36 002 536 825)

TELEPHONE (02) 63 625155 FAX (02) 63 631324 MOBILE 0428 650 761

3 BARRETT STREET (P.O. BOX 1141) ORANGE, NSW. 2800

6 July, 2005.

The Directors. Monaro Mining N.L., P.O. Box 427, Narellan, NSW, 2567.

Dear Sirs

INDEPENDENT GEOLOGIST'S REPORT ON MONARO MINING NL's NSW EXPLORATION PROJECTS

In response to a request by Monaro Mining NL (Monaro), this company (RME) has undertaken a technical assessment of the geological setting and mineralisation, prior exploration and current prospectivity of Monaro's projects which are located in southeastern New South Wales. The results of this assessment are presented in the following report, for inclusion in the Prospectus to be issued in August, 2005, by your company and to be lodged with the Australian Securities and Investment Commission. The prospectus is for the raising of \$2.6 Million through an Initial Public Offering of 13 million fully paid Ordinary Shares in Monaro Mining NL at 20 cents par value, under terms outlined elsewhere in this Prospectus. Application will be made for the shares to be listed on the Australian Stock Exchange.

RME and its directors and employees do not have, and have never had any equity or commercial interest in the NSW properties held by Monaro. This report was prepared on a fee for service basis only and was prepared to provide technical information and guidance to persons who are considering participating in the Initial Public Offering and should not be used for any other purpose.

Although the properties are considered to be highly prospective for precious metals and base metals they are essentially in the early stages of exploration and will require substantial additional exploration work in an effort to discover and prove up economically viable deposits of such metals.

The author of this report, David John Borton, is a graduate of the University of London and holds an M.Sc. from the Royal School of Mines, Imperial College, London University, who has 32 years experience in exploration for base and precious metals and industrial minerals in NSW, Australia, South Africa and Namibia. The last twenty of those years to 2001 were spent with the Shell Metals/Billiton group, (Regional Exploration Manager), Acacia Resources Ltd. (Regional Exploration Manager and Chief Geologist) and Anglogold Australasia Ltd. (Chief Geologist). Since 2001 he has been a Director of Mundi Resources Pty Ltd, and at different times an independent contracting geologist and for the purpose of this report an employee of RME. He is a Member of the Australasian Institute of Mining and Metallurgy.

No site visits were carried out by the author in connection with the preparation of this report. However, he has previously conducted brief periods of work in the general areas of the projects. The regional geological overviews and proposed descriptions and interpretations given in his report are based on an extensive prior exploration database held by RME, on reports and plans provided to the author by Monaro and on a wide variety of published government and non government reports, reviews and theses.

With regard to sources of information, I am satisfied that Monaro has provided us with copies of all material reports it holds, or has directed us to sources of information held by the NSW Department of Primary Industries and used in the preparation of the Independent Geologist's Report. Information submitted to the Department by previous explorers relevant to the Company's tenements is in the public domain and available in either hard copy or in digital format. This information contains the results of exploration work undertaken by companies in or in close proximity to Monaro's licences. In addition, the Company has made available, copies of relevant information on the geological concepts used by it in developing its exploration strategy.

Where possible, the information from those sources has been checked for veracity, but it is pointed out that most geological and exploration models in Australia are subject to constant updating and review as new information is gained and concepts evolve.

This report has not assessed the status of the licences and RME makes no warranty as to their validity or likely continued tenure, Monaro's rights to them (e.g. agreements, royalty terms, etc), nor to their access with respect to Native Title issues. These title matters are dealt with in the Tenement Consultant's report and elsewhere in the Prospectus.

Yours faithfully,

Mar Rangett,

M.F. RANGOTT DIRECTOR

RME RANGOTT MINERAL EXPLORATION PTY. LTD.

GEOLOGICAL & EXPLORATION CONSULTANTS (A.B.N. 36 002 536 825)

TELEPHONE (02) 63 625155 FAX (02) 63 631324 MOBILE 0428 650 761

3 BARRETT STREET (P.O. BOX 1141) ORANGE, NSW. 2800

INDEPENDENT GEOLOGIST'S REPORT

$\mathbf{1}$ INTRODUCTION

Monaro Mining NL (Monaro) has been established to explore for base and precious metals in NSW. Properties have been obtained by application to the NSW Department of Mineral Resources (now the Department of Primary Industries). In the case of the Mayfield Project, Michelago Limited has agreed to relinquish their existing exploration licence in favour of a new licence, subject to maintaining a 20% equity interest in the new licence.

Monaro Mining NL holds four highly mineralised and prospective Exploration Licence Areas (Projects) in southeastern NSW (see Figure 1). Exploration proposed for these licences will be primarily focused on the commodities listed below:

$\triangleright$ Captains Flat	EL 6381	Gold, Copper, Lead, Zinc, Silver
$\triangleright$ Mayfield	EL 6358	Gold, Copper, Lead, Zinc, Silver
$\triangleright$ Michelago	EL 6376	Gold, Copper, Lead, Zinc, Silver
$\triangleright$ Mt Paynter	EL 6356	Tin, Tungsten

Monaro holds a 100% interest in all the above exploration licences other than Mayfield (EL 6358) where the interest is 80%. The following report summarises the key features of Monaro's exploration licences and reviews their geological setting and known mineralisation and the extent of previous exploration. In addition, Monaro's proposed programme and budget and the perceived prospectivity of the licences is discussed.

REGIONAL GEOLOGICAL SETTING OF PROJECT AREAS AND MINERALISATION $\overline{2}$ TYPES

The project areas all fall within the Lachlan Fold Belt (LFB), a complex orogenic belt that developed from the Cambrian period (545 million years before present) to the Carboniferous period (300 million years before present) and which extends from eastern Tasmania through Victoria and into northern NSW where it underlies a large part of the state.

The LFB has been formed over this extended period from a series of (at least six) accretionary orogenic/ magmatic/volcanic events which relate to plate subduction and volcanic arc and forearc sediment collision with the pre-Australian Craton. These events are associated with a variety of mineralising events and have also resulted in a predominantly north-south grain to the major geological structures within the LFB and a sub parallel series of anticlinorial and synclinorial zones. The Captains Flat and Mayfield projects fall (Figure 1) within the Captains Flat -Goulburn Synclinorial Zone, which also has a close structural relationship with the south eastern limb of the Cowra -Yass Synclinorial Zone in which the Michelago project falls. A striking stratigraphical and lithological similarity during the Silurian between these two belts leads to speculation that the areas were contiguous at the time of deposition and had common source rocks (Figure 2).

The exploration models historically sought in these three licence areas have therefore been similar and were primarily focused on lead-zinc-silver mineralisation of volcanogenic association.

It is noted that these synclinorial zones contain rocks of predominantly Silurian and Devonian age and are comprised of acid to intermediate submarine to sub-aerial volcanics and associated epiclastic sediments similar in nature to the current Taupo rift zone of New Zealand.

Whilst there are a number of small gold and silver prospects located within the licence areas, the most significant mineralisation is of the polymetallic base metal deposit type-worked mainly for copper, lead and zinc and at a few sites for iron, baryte, gold and silver. These stratabound deposits may be complex stratiform and stratabound pyrite occurrences containing minerals of copper, lead, zinc, silver and gold in disseminated form and often with massive sulphide lenses. Disseminated sulphides may also occur in massive to semi massive barytic layers and in magnetite, haematite, limonite and chert layers suspected of being exhalites and in stockwork feeder zones beneath the above. Spatially, these deposits appear to be related to if not primarily controlled by major north-trending faults.

Figure 2. Possible stratigraphic correlations: Michelago-Bredbo-Captains Flat and Woodlawn-Tarago Districts.

Figure 3. Kuroko type volcanogenetic massive sulphide deposit model.

This style of mineralisation is typified by the Kuroko deposits of Japan where numerous small to large massive sulphide deposits cluster in close proximity to submarine volcanic caldera collapse structures. Feeder zones tend to comprise stockwork, breccia and disseminated copper + - gold sulphide mineralisation in intensely altered pyroclastics and epiclastics. Above these units are located exhalative disseminated and massive sulphide stratiform layers of primarily lead zinc and silver bearing sulphides, barite, chert and quartz-magnetite layers. The main features of this style of mineralisation are illustrated in Figure 3.

The two most significant examples of the above style of mineralisation are deposits at Woodlawn and Lake George (Captains Flat) (Figure 1). Our research has shown that the Lake George Mine (located within EL 6381), produced approximately 4 Million tonnes grading 6% lead, 10% zinc, 0.7% copper, 56 g/t Ag and 1.7 g/t Au. The Woodlawn mine, which is located to the north-west of EL 6381, produced approximately 18 Million tonnes of 4% lead, 9.9% zinc, 2% copper, 80g/t Ag and 0.4 g/t Au between 1978 and 1998.

These synclinorial zones have been intruded by granitoids of similar or younger ages, which have generated (where they intrude carbonate sequences), exo-skarn related mineralisation of the type found at Mayfield and is in faulted contacts with the older anticlinorial zones.

Recent exploration work at Mayfield indicated that this prospect is an exo-skarn style of mineralisation and that the magnetite skarn related gold and base metal mineralisation may be a significant new target type within the Silurian carbonate bearing sequences where they have been intruded by later granitoids.

The Mt Paynter project falls within the southern part of the Wagga Anticlinorial Zone, a belt of tightly folded mid to late Ordovician deep water flysch sediments (sandstones, greywackes, siltstones and shales). These sediments have been deposited in marginal seas, which were then intruded in Silurian times by syn and late kinematic S type granites with associated tin, tungsten, copper, molybdenum, bismuth and fluorite mineralisation.

Mineralisation within this zone occurs both within and on the margins of the granitoids and within the belt, takes many forms including vein, stockwork, shear, pipe, greisen cap and breccia bodies as well as alluvial concentrations. Historically most of the ore produced has come from the Tallebung, Kikiora-Gibsonvale and Ardlethan fields to the north. By far the most significant deposit in this zone is the Ardlethan tin mine, which produced 25448 tonnes of tin between 1964 and 1986. Mineralisation at Ardlethan appears to be associated with a volatile rich phase which was released with the intrusion of a quartz feldspar porphyry body associated with late kinematic granite. Mineralisation comprises of quartz, topaz, cassiterite, sulphide and tourmaline rich breccias with associated topaz, tourmaline and sericite, chlorite alteration. Potential at Mt Paynter exists for the occurrence of a variety of styles of tin and tungsten mineralisation similar to that found elsewhere in this zone.

3 PROJECTS

$3.1$ MAYFIELD PROJECT

TENURE

Exploration Licence 6358 was granted to Monaro Mining NL on 24/12/2004 and covers an area of 205 square kilometres.

GEOLOGY AND KNOWN MINERALISATION

The Mayfield licence area straddles the boundary between the Molong-South Coast Anticlinorial Zone in the east and the Captains Flat-Goulburn Synclinorial Zone in the west (see Figure 1). The location of the licence in relation to the regional geology is illustrated in Figure 4.

The eastern portion of the licence covers Adaminaby Group flysch sediments (quartz-rich greywackes, shales, slates, cherts and siltstones) of Late Ordovician age. These Ordovician rocks have been overlain in part in relatively recent times by a thin veneer of quartz and ferruginous sandstones, ferricrete, silcrete and laterite.

To the north of the licence area, the surficial sediments host nickel-cobalt rich manganiferous grits. The only known mineralisation in these rocks within the licence area are copper vein (Curra Creek) and lead, silver (Cullula, Cullula South and Meyers Reef) stockwork vein occurrences. However, previous explorers have suggested that these deposits are hosted within the Late Silurian carbonate-bearing De Drack formation.

The western half of the tenement is underlain by Late Silurian age shales, siltstones, quartzites and tuffs and tuffaceous sandstones and shales, rhyolites, dacites and dacitic tuffs which have been intruded by the Boro Granite. These have been intruded by the Early Permian age Boro Granite and an unnamed granite. As in the east of the tenement area, the older rocks are overlain by a thin veneer of Cainozoic sediments, including laterites.

The only known mineralisation within the Silurian rocks is the Boro lead, silver lead and copper stockwork vein deposit in the north east of the licence at Cullula, the Mayfield gold mine in the south and a number of outcropping gossans such as Hanging rock, Mayfield, Glenrossal, and Ennisclare which contain variable amounts of gold, zinc, copper and lead values and may now be categorised as exo-skarn type mineralisation.

PRIOR EXPLORATION

A brief summary of modern exploration conducted at the Mayfield prospect indicates the following:

• Samples of gossan collected from the prospect assayed 8.87g/t gold and 40 g/t silver. ⋗
• During the early 1970s, ground magnetic surveying, bedrock geochemical sampling, IP surveying, and three ⋟ diamond drill holes for a total of 617 metres were completed;
• Exploration in the early 1980's included the drilling of 31 RAB holes to obtain bedrock geochemistry. The best V, intercepts included 3 metres $@$ 2.9 g/t gold and 20 metres $@$ 1.97 g/t gold in separate holes;
• ×, Airborne magnetic and radiometric surveys were carried out over the licence area in 1992 together with gridding, rock chip sampling, ground magnetic surveying, and the drilling of 29 RAB holes (total 1007 metres) at the Mayfield Prospect. On the adjoining Hanging Rock prospect a total of 4 RAB holes were also drilled. Rock chip sample composites gave up to 23 g/t gold over a 5 metre length, while RAB drilling achieved a best intercept of 37 metres at 2.76 g/t gold and 0.4% copper;
• γ. The most recent explorer undertook grid based mapping, geophysical surveying, RAB drilling of 3 holes, percussion drilling of 10 holes (total 629 metres) and diamond drilling of 16 holes (total 2561 metres) followed by multi-element scans, petrology and metallurgical testwork. The extent of the drilling highlighting the most significant intersections is illustrated in Figure 5. Average grades of 1.04 g/t gold, 0.3% copper, 0.1% lead, 0.5% zinc and 7 g/t silver were encountered.

Based on the prior exploration data, the following points were highlighted as warranting further assessment:-

• A second prospect occurs to the west of Mayfield (Hanging Rock). This prospect had only partly been tested ١. by drilling, although it manifested similar geochemistry to Mayfield. The Hanging Rock gossan would appear to extend into the Mayfield No 2 gossan. Some significant airborne magnetic anomalies nearby also warrant further attention as they may represent possible signatures for additional lenses of mineralisation;
• Δ. At the Mayfield prospect, there appears to be zones that may have higher gold content that have only partly been tested. There appear to have been major problems with drill sample or core recovery which would impact heavily on the actual assessed grade of mineralisation. Furthermore, there are zones with higher gold content the origin and localisation (structural, geological and geochemical) of which is not or is poorly understood. When the genesis is understood the mineralisation can be more accurately predicted and evaluated:
• Previous exploration has not tested the line of mineralisation south of the outcropping Mayfield gossan; ⋟ However, that may have been due to the presence of a magnetic low in that area;
• Modern geophysical exploration over the Mayfield mineralisation and the Hanging Rock zone has been very ⋟ limited; and
• ⋟ Several anomalies parallel to the Mayfield mineralisation were delineated by earlier exploration and their sources have not yet been explained by follow-up exploration. A number of magnetic highs (possibly representing magnetite-rich skarn zones) are identifiable to the north and south of the Mayfield gossan and warrant follow up.

PERCEIVED PROSPECTIVITY

General Comment

Recent geological interpretations suggest that the majority of the base metal and gold mineralisation in the area is related to the intrusion and later fluid release of the unnamed granite. This is supported to a degree by airborne magnetic data and tends to rule out a VMS origin of Silurian age which was the model used by early explorers. Based upon magnetics, this prospect is likely to have been generated as a result of an I- type granite intruding Silurian De Drack formation carbonate-bearing sediments which have then been converted to skarns by either contact metamorphism and / or metasomatism. The metasomatism appears to have been accompanied by variable mineralisation. As a number of the previously discovered gossans are closely associated with magnetic highs and magnetite, exploration in future should assess other magnetic highs located beneath shallow surficial cover. Their evaluation would be by RAB bedrock geochemical sampling, ground or detailed airborne magnetic and EM sampling, or ground IP surveying followed if warranted by reverse circulation (RC) percussion drilling. Critical to cost effective evaluation would be the need to develop a clear understanding of the regolith profile and associated metal geochemistry, as it would appear that the present-day land surface is close to the Cainozoic lateritic palaeosurface. A discussion of some of the main prospects located within the tenement area is given below.

Mayfield Zone

The current evaluation indicates that some potential exists to upgrade the known mineralisation on the following basis:

• No modern electrical geophysical method/survey has been conducted over the mineralisation; ₻
• ١ý. Soil and rock sampling indicates that the gold content of known mineralisation could be under-estimated. RAB and percussion drilling are prone to be inaccurate in their representation of true grades. Diamond drilling likewise is effective in solid rock but inappropriate in soft weathered rocks (such as the gossan). RC percussion drilling of the limonitic ore zone would be appropriate, as a more consistent sample would be returned for assay than by previous core sampling techniques:
• Soil sampling south of the gossan outcrop gave a geochemical anomaly of similar level to that over the Δ. known mineralisation. The review of literature indicated that no exploration had been conducted south of the gossan. Geophysical surveying and drilling should be considered at this location; and
• ×, The northern limit of the mineralisation is defined by a discontinuity/structural break. A search for the mineralisation offset from the known trend would involve geophysical surveying and soil sampling.

Hanging Rock Zone

This zone is located approximately one kilometre to the west of and parallel to the Mayfield Zone. Several outcrops of gossanous skam occur over a strike length of 1.5 kilometres. The zone has been subjected to some exploration including wide spaced IP geophysics. RAB geochemistry and diamond drilling.

The work suggests that some potential exists to discover further mineralisation on this zone as exploration to date has been wide spaced (e.g. the drill section spacing is 600 metres).

PROPOSED EXPLORATION PROGRAMME AND BUDGET

Past work indicates that potential exists to upgrade the Mayfield Prospect on the following basis:

• EM or IP methods will be used to target sulphide mineralisation below the known mineralisation; $\geq$
• ¥. RC percussion drilling of the limonitic mineralised zone will be carried out where appropriate;
• ×, Geophysical surveys and drilling south of the gossan outcrop will be undertaken to determine the prospectivity of that area; and
• The northern limit of the mineralisation will be tested by geophysics and soil sampling.

An exploration budget of \$500,000 has been allocated for the first two years of tenure.

$3.2$ CAPTAINS FLAT PROJECT

TENURE

The Captains Flat Exploration Licence was granted to Monaro Minerals on 22/2/2005. It is located some 60 km south east of Canberra and all prospects are fairly accessible from well maintained secondary roads. The licence comprises 91 units (254 square kilometres) and covers the Lake George (Captains Flat) mine and its strike extensions.

GEOLOGY AND KNOWN MINERALISATION

The Captains Flat licence covers Silurian volcanics and sediments of the Captains Flat-Goulburn Synclinorial Zone which is host to the Captains Flat, Woodlawn and Currawang volcanogenic massive sulphide deposits. It has fault bounded contacts with older Adaminaby Group flysch sediments which were derived from a landmass to the west during the Ordovician (Figure 6).

During the Silurian, sedimentation commenced with deposition of the Copper Creek Shale and the interbedded Rutledge Quartzite, limestones and tuff horizons, which are generally devoid of mineralisation. There was then a surge of volcanic activity which led to deposition of the Kohinoor Volcanics, which were overlain by minor basalt and dacite, tuffs and the sandstones, silts and shales of the Captains Flat Formation and the Carwoola Formation prior to uplift, folding and intrusion of early Devonian Granitoids during the Bowning orogeny (approximately 390 million years ago). The present syncliorium takes the form of a 3 kilometre wide, north-south striking syncline from the north of the licence to 10 kilometres south of Captains Flat. From there to the southern end of the licence, narrow (up to 1 kilometre wide) slivers of Kohinoor Volcanics are bound by the Narongo Fault.

Mineralisation at Captains Flat is hosted by the Kohinoor Volcanics, a 360 to 750metre thick unit containing basal dacitic volcaniclastics and lavas overlain by rhyolitic volcaniclastics and lavas. These units are frequently and increasingly pervasively altered with silica, sericite and pyrite close to the main ore horizon. They in turn are overlain by a complex ore zone of massive sulphides and disseminated sulphides (pyrite, sphalerite, galena, chalcopyrite, arsenopyrite, and tennantite with trace gold). This mineralisation is set in a gangue of quartz, calcite, dolomite, sericite and baryte in the Elliots and Keatings Shale Members, which indicates a period of quiescence during sulphide deposition.

Gold mineralisation when present in VMS systems may be spatially associated with base metals. A low grade gold prospect crops out at Vanderbilt Hill near the town of Captains Flat (Figure 6). This prospect was drilled in the past with interesting results including a 26 metre intersection grading 1.1g/t gold.

PRIOR EXPLORATION

This district of NSW has received a significant amount of attention since the Lake George Mine at Captains Flat began operation around 1882. Between 1937 and its closure in 1962, this mine processed over four million tonnes of ore.

The highlight of modern exploration in the district was marked in 1966 by the Woodlawn base metal discovery, some 70 kilometres north of Captains Flat. About 18 million tonnes of the Woodlawn ore body was eventually mined from open pit and underground mining. Deeper mineralisation is now being investigated by other parties.

In the 1960's, government agencies carried out extensive geochemical and geophysical surveys, mainly in the area extending to around 10 kilometres north and south of the Lake George Mine. Since then, a number of companies, ranging from major miners to junior explorers, have prospected for base metals and gold in this area. This work has identified many prospects with anomalous gold and base metal values and some of these prospects are shown on Figure 5.

During the most recent phase of active exploration, which was conducted around 1990-1995, a number of prospects were selected for more detailed investigation. In the course of this work, 14 diamond drill holes were drilled - 4 at the Jerangle Prospect, 2 at the Roaches South Prospect and 8 at Vanderbilt Hill. The results of this work are summarised as follows:

• At Jerangle, the holes were designed to follow-up geochemical anomalies and previous drill results. Each hole intersected tuffaceous shales and siltstones with occasional disseminated and minor splashes and veinlets of patchy pyrite and chalcopyrite, with occasional sphalerite and galena. These were located in zones generally between 50 metres and 200 metres vertical depth. Narrow zones with more significant sulphides were reported in two drill holes 300 metres apart, chalcopyrite being the most abundant mineral, and reporting up to 2% copper over intervals of less than 1.5 metres;
• ψ, At Roaches South Prospect, minor pyrite mineralisation was intersected in the drilling but was considered too weak to warrant assaying;
• Drilling at Vanderbilt Hill intersected a number of zones of low grade gold mineralisation with a best ⋗ intersection of 3 metres @ 1.24 g/t from 12 metres in one hole. Weak base metal mineralisation was also obtained in two other holes with a recorded best intersection of 4 metres @ 0.22% copper, 1.19% lead, 2.40% zinc and 0.17 g/t gold.

PERCEIVED PROSPECTIVITY

The Captains Flat licence has been thoroughly explored by a variety of large and small companies over the last 40 years using what at the time was the best available understanding or technology. It is a mature exploration project and it would appear unlikely that significant new near surface mineralisation will be found.

However, the licence does cover a known, strongly mineralised belt which hosted significant base metal deposits. The nature of Kuroko Style mineralisation is such that clusters of deposits occur in close proximity. The geological mapping was largely conducted in the 1960s and 1970s prior to recent very substantial improvements in understanding of the geology of volcanic terrains and of alteration components associated with mineralisation. The geochemistry of whole rock samples in future exploration programmes may enable vectoring towards ore.

Modern low-level detailed airborne magnetic surveying is now relatively inexpensive, and can provide invaluable data on the regolith, subsurface geology, and in particular of structure. A detailed airborne magnetic survey would substantially upgrade the geological knowledge and understanding of the Kohinoor Volcanics. Modern EM systems can penetrate to great depths (in some cases to 500 metres) and airborne gravity surveying gives quick and inexpensive coverage of large exploration areas.

Data from such surveys will provide a new framework in which to evaluate past data and ongoing prospectivity. Significant potential undoubtedly remains at depth below if not lateral to known mineralisation. Future exploration therefore will focus on enhancing geological and geophysical data in the knowledge that viable orebodies are more likely to be found within deep and structurally complex zones. At the same time, a review of past exploration will locate zones that have been poorly tested or where weak anomalies remain to be evaluated.

PROPOSED EXPLORATION PROGRAMME AND BUDGET

The licence represents a mature exploration target and as such, the exploration effort should focus on advanced geological and geophysical interpretative techniques to generate deeper drilling targets. It is anticipated that a review of data, followed by additional geological and geophysical surveys will be undertaken ahead of drilling.

The stratigraphy and volcanic architecture of the Kohinoor Volcanics, and the mined ore lenses, need to be reappraised by experts in volcanology and VMS mineralisation. A strong modern structural geology input would also be essential. In addition, the whole Captains Flat geochemical database needs to be collated and brought into modern form so that it can be utilised in appropriate GIS and 3D spatial appraisal programs.

An exploration budget of \$300,000 has been allocated for the first two years of tenure.

$3.3$ MICHELAGO PROJECT

TENURE

Exploration Licence 6376 was granted to Monaro Mining NL on 10/2/2005 and is located approximately forty kilometres south-south west of Queanbeyan. It covers an area of 276 square kilometres.

GEOLOGY AND KNOWN MINERALISATION

The Michaelago licence covers the Cowra-Yass Synclinorial Zone and is bound to the east and west by the Molong-South Coast Anticlinorial Zone (Figures 1 and 7).

The Molong-South Coast Anticlinorial Zone in the extreme east of the licence is comprised of Late Ordovician Adaminaby Group flysch sediments (greywackes, slates, shales, cherts and carbonaceous pyritic slates) that are tightly folded. The only mineralisation located within these sediments is at and within the vicinity of the Cowarra Gold Mine located about three kilometres east of the licence boundary in the south. The Cowarra gold deposit is an epigenetic, structurally controlled, gold bearing sulphide vein system in a regional shear zone developed within isoclinally folded Ordovician turbidites. Gold occurs in sulphide rich veins parallel to the axial cleavage or shears on fold limbs.

The Cowra-Yass Synclinorial Zone comprises of a basal sequence of steeply west-dipping early Silurian Gungoandra Silfstone which is overlain by Ryrie Formation quartzites and middle Silurian Cappanana Formation shales, siltstones, sandstones and tuffs with interbanded limestone units (Figure 7). In places, these limestones are overlain by karstic concentrations of iron oxides (pseudo gossans). The Cappanana Formation is overlain by the Colinton Volcanics which is a sequence of rhyodacitic and rhyolitic volcaniclastics and epiclastics deposited in a marine environment with occasional limestone lenses, shales, siltstones and sandstones. The volcanics are often extensively altered and mineralised. Overlying the Colinton Volcanics are the upper Silurian Bransby Beds, a sequence of siltstones sandstones, limestones and rhyolitic to rhyodacitic tuffs. The Bransby Beds have a faulted contact in the east with the middle Silurian Clear Range Granodiorite. The upper parts of the sequence are intruded by stocks of Early Devonian porphyries. Minor developments of perched gravels and sediments of Cainozoic age and Quaternary alluvium cover the underlying Siluro-Ordovician rocks.

The late Silurian acid volcanics and sediments host a large number of small vein-type gold, copper, lead, zinc and baryte deposits. Stratabound sulphide mineralisation is commonly developed in this belt and it is very likely that the vein deposits and stratabound deposits are genetically related.

In the Bredbo-Colinton area, there are several vein-type deposits in both volcanics and in limestone. The deposits in limestone either occur as disseminations or as stockworks within silicified limestone. Baryte has been reported immediately to the east of Colinton, again within the Late Silurian Colinton Volcanics.

Several gold—quartz vein deposits occur on the western side of the Monaro Highway and include the Collington gold mine, the Michelago gold prospect and the Ryries gold prospects. The Collington gold mine and Michelago gold prospect occur on meridionally striking quartz veins (parallel to the regional cleavage). Minor galena has been reported to occur with the quartz at both deposits, and secondary copper occurs at the Michelago gold prospect. Mining was conducted at the Michaelago gold mine and old Mines Department records show that approximately 500 ounces of gold was produced from veins in dacitic tuffs of the Colinton Volcanics.

The Ryries Prospects are two occurrences, about half a kilometre apart, of quartz veins within acid volcanics. Pyrite and haematite are abundant at both deposits. The quartz veins strike north-northwesterly. A number of prospects have been outlined by prior exploration within the tenement area and include the following:

• Ponderose Prospect

• × Hill Dyke Prospect
• ×, Billilingra Prospect

Recent exploration by another explorer along the same sequence of volcanics (but located outside of Monaro's licence area), has reported significant drill intersections including 25 metres @ 5.05% zinc, 0.44% lead, 18.2 g/t silver from 33 metres downhole and 6 metres @ 7.14% zinc, 0.59% lead, 5.5 g/t silver from 56 metres downhole. These intercepts occur in shaley and carbonate-rich metasediments and volcaniclastics and demonstrate that the geological environment is suitable for volcanogenic massive sulphide development. Hence, despite extensive past exploration, significant mineralisation can still be found in the Colinton Volcanics.

PRIOR EXPLORATION

Most modern exploration has been directed at the base metal potential of the area, principally along the contact of the rocks of Silurian age and those of Ordovician age which lie along the eastern boundary of the licence. This contact zone is often delineated by gossanous ironstones. More recently, exploration for epithermal gold mineralisation has been conducted around the Billilingra prospect. The more significant prospects are shown in Figure 7.

PERCEIVED PROSPECTIVITY

There is clear evidence within the Colinton Volcanics of a submarine environment of deposition for the volcanics with numerous limestone outcrops mapped. The depth of the marine environment may be at issue as it would appear that VMS deposits are more likely to occur in deeper water and where there was a long period of guiescence for the sulphides to accumulate. There is however, very clear evidence for extensive hydrothermal activity which generated large alteration zones with low order base metal mineralisation. It is concluded that the main indicators of a volcanogenic massive sulphide type mineralisation environment are present.

The Billilingra and Harnett prospects (to the south) contain baryte and gold mineralisation which may have had an exhalative source and may indicate (although by no means conclusively), local shallow water conditions more favourable to gold deposits. Examples of such an association are given by deposits such as Lerokis in Indonesia where a substantial accumulation of gold was mined and massive copper sulphides were found later at depth in the Kalykuning orebody. The Hemlo (Ontario) gold association should also be reviewed as a potential guide to further mineralisation controls.

The area is therefore perceived to remain highly prospective although it has been very thoroughly explored nearsurface with stream sediment sampling, mapping, and soil and rock chip sampling and drilling.

PROPOSED EXPLORATION PROGRAMME AND BUDGET

Monaro's objective with this licence area is to review and refocus on a number of base metal and gold prospects, with the view to reinterpreting existing exploration data in the light of modern exploration techniques and available regional geophysical data. Monaro will initiate a comprehensive exploration programme within the licence area that will consist of regional geological and geophysical surveys combined with detailed local investigations. It is expected that this work will generate a number of targets which will then be investigated by percussion and/or diamond drilling.

A budget of \$170,000 over a two year period is considered reasonable to determine the potential of the tenement.

MT PAYNTER PROJECT $3.4$

TENURE

Exploration Licence 6356 was granted to Monaro Mining on 10/12/2004 and is located approximately 6 kilometres North West of the township of Jingellic in southern NSW. The licence covers an area of 83 square kilometres.

GEOLOGY AND KNOWN MINERALISATION

The Mt Paynter licence falls within the Wagga anticlinorial zone (Figure 1). It covers a part of the early Silurian synkinematic Koetong Granite and its granitoid variants together with its intrusive contact with Ordovician deep water flysch sediments of the Wagga marginal basin (Figure 8). Younger olivine dolerite dykes traverse the area in a northeast trending direction. These and the earlier rocks are in part, overlain by Quaternary terrace and flood plain sediments of the Murray River Valley and its tributaries.

The Koetong Granite is predominantly a coarse grained biotite adamellite. Throughout the adamellite body, there are scattered outcrops of dark pink grey medium grained quartz diorite and immediately north west of the Mt Paynter tin lode there is a large body of this quartz diorite. There is no preferred orientation in the quartz diorite and it has a sharp contact with the adamellite, suggesting that it may be a later phase. Other evidence suggests however that it may be an early phase of the Koetong granite. Weakly magnetic monzonite porphyry was mapped by previous explorers, about 2 kilometres southeast of the lodes. The adamellite is traversed by aplite and olivine dolerite dykes, having a predominant northeast orientation. The meta-sediments comprise grey to cream brown shales, meta-greywackes and impure quartzites, and their hornfelsed equivalents within 100 metres of the granite contact.

Mineralisation is found within quartz veins of varying thickness throughout the licence, in granitoids and extending into the metasediments. Mineralised veins contain tourmaline, sulphides (predominantly arsenopyrite, but with pyrite, chalcopyrite, sphalerite and trace galena) fluorite, cassiterite and scheelite and vary in thickness from 5 mm to 3 metres and in length, from 0.2 metres to 1,000 metres. Veining may be associated with and flanked by greisenisation, sericitisation and chloritisation of the host rock. Vein orientations are predominantly east-west although there is also a 055⁰ orientation, and follow the common joint directions as joint fill.

The Mt Paynter Lode however appears to be a fault of east-west orientation which has displaced the granite intrusive contact and a dolerite dyke by approximately 130 metres to the east. At surface, the lode varies from 0.8 to 2.0 metres thick and dips steeply to the north and south. Other mapped lodes to the south include the Hillside (up to 2 metres thick) and Crawfords (up to 1 metre thick), No. 7 Lode and No. 8 Lode (up to 0.8 metres thick).

PRIOR EXPLORATION

Alluvial tin was found at the head of Swamp Creek in 1871 and from 1873 to 1883 records indicate that 680 tons of ore was recovered. Early reports also indicate that wolframite was a constituent of the Main Lode and crystals up to 0.1mm in size were disseminated through the cassiterite. Scheelite was also reported to occur in samples of coarse crystalline cassiterite, reportedly from the Hillside Lode. In 1905 a small quantity of ore was raised and sold. Small tonnages of ore were raised between 1914 and 1918. In 1923, an adit was commenced with the aim of intersecting the main lodes at depth, but was terminated short of its target.

The most comprehensive modern era exploration of the prospect area took place between 1969 and 1982 and included extensive diamond and percussion drilling in conjunction with IP surveys and costeaning.

Twenty six drill holes (18 diamonds, 8 percussion) for a total of 4121.6 metres were completed at the prospect with all but two focused on the Main Lode. In addition, 19 costeans were excavated and mapped and the Mt Paynter adit was extended by 254 metres to intersect the Main Lode. Cross cuts along the Main Lode were then completed over a distance of 232 metres.

Stream sediment geochemical sampling and geological mapping of the tenement was carried out including geological mapping of the adit and cross cuts. Bulk sampling of the lodes for metallurgical purposes was also completed. Geostatistical analysis using assay data from drill hole intersections and channel assays along the sampling drive was also undertaken. Grades recorded for this lode averaged 0.35% tin and 0.51% tungsten. Test plant recoveries of 74% tungsten and 69% tin were achieved. Existing drill results from the Main Lode together with potential drilling targets are illustrated in a longitudinal projection in Figure 9.

PERCEIVED PROSPECTIVITY

It is clear from work conducted to date, that a significant body of tin and tungsten mineralisation is present at Mt Paynter which is open at depth and possibly laterally. Exploration should be focused on these zones. The northern and western parts of the tenement do not appear to have received basic stream sediment geochemical coverage, and completing this work is warranted, particularly along strike of the Mt. Paynter Lode.

It is surmised that mineralising fluids were released by the granitoid and potential therefore remains for buried mineralisation in suitable structural traps. Detailed airborne magnetic surveying should help to clarify the structural controls and provide a targeting mechanism for future exploration.

Attention also needs to be directed towards checking the drill core from the Mt. Paynter Lode, and rocks in the licence area generally, for tantalum-niobium mineralisation. Recent exploration work at old tin workings in the Koetong Granite elsewhere in the region has obtained anomalous tantalum values. Fourteen kilometres to the southeast, extensive tantalum-tin mineralisation has been evaluated at Walwa in northern Victoria, although it is not clear if the mineralisation at Walwa is associated with the Koetong, or another granite phase.

PROPOSED EXPLORATION PROGRAMME AND BUDGET

Monaro plans to drill test the lode extensions, with the view to delineating high grade (>1% combined tin and tungsten) mineralisation and prove up an orebody of suitable extent which may be amenable to mining, as well as carry out a broader re-evaluation of the licence area as suggested above.

An exploration budget of \$300,000 has been allocated for the first two years of tenure.

4 CONCLUSIONS

It is concluded that Monaro's licences cover a number of areas prospective for base metal mineralisation. This is based on the observation that these licences contain or are located within zones that demonstrate numerous examples of the target mineralisation. This is confirmed by a strong record of information and data made available both by the Company as well as the Department of Primary Industry. Proposed exploration programmes and budgets for each licence by Monaro are considered to be appropriate for the initial period of grant. The proposed annual budget for each exploration licence in Year 1 and Year 2 is sufficient to conduct the programmes proposed by Monaro and is also adequate to meet the minimum statutory expenditure commitments for the exploration licences for those periods.

Tel: (02) 4363 1686 FAX: (02) 4363 1687 Email: amts@ozemail.com.au

Mining & Exploration Title Consultants 48 Sorrento Road EMPIRE BAY NSW 2257

5 July 2005

c:\winword\doc\monaro due diligence.doc

The Directors Monaro Mining NL C/- Harvest Exploration Pty Ltd GPO Box 427 NARELLAN NSW 2567

Dear Sir

Re: Report on Titles and Applications held by Monaro Mining NL - NSW as searched at 5 July 2005

This report has been prepared for inclusion in a prospectus to be issued by Monaro Mining NL on or about August 2005.

This company has no shares or options in Monaro Mining NL and we are being paid normal commercial fees for the preparation of this report.

As requested we have conducted searches of the records and maps of the Department of Primary Industries -Mineral Resources in respect of Exploration Licences 6376, 6381, 6356 & 6358 (Act 1992). In addition we have reviewed the records of the National Native Title Tribunal to determine what claims if any appear in the Register of Native Title Claims and Schedule of Applications (Federal Court), over the broad areas as applied for and granted under the various titles. The results of our searches including plans are set out hereunder.

Exploration Licence 6376 (Act 1992) Formerly Exploration Licence Application 2320 Sydney (Act 1992)

Holder	: Monaro Mining N.L. - 100%
Postal Address	: Unit 14 Birubi Chambers Hawker Place Hawker ACT 2614
Title Status	: Granted
Date of Grant	: 10 February 2005
Due Expiry Date	$\div$ 09 February 2007
File Number	: T04-0059
Current Division	: Svdnev
Area	: 99 Units being $275.6$ Km 2
Map, Blocks, Units:

. 1:1,000,000	BLOCK NO	UNITS
CANBERRA	3230	$h\ni k$ cde stu nop xyz
CANBERRA	3231	fg v q
CANBERRA	3302	$h\ni k$ cde stu nop xyz
CANBERRA	3303	w а q
CANBERRA	3374	$h\ni k$ cde stu nop xyz
CANBERRA	3375	fq ab lт $\bm{q}\bm{r}$ VWX
CANBERRA	3446	hjk cde tu z nop

CANBERRA	3447	abc	fgh	Imn	qrs	vwx
MELBOURNE	62		е
MELBOURNE	63	abc	fgh
Plan Catalogue No Location Map Sheets	: X2320-001 : About 41.7km N of Cooma
	: 8725 Cooma 8726 Michelago	1:100,000 1:100,000
Mineral	: Group 1 minerals (Metallics) $-$ # see full mineral list below
Security	: \$10,000 lodged by cheque Receipt No 271417 - 17/01/2005
Expenditure Requirement	: \$69,500 per annum
Method/Purpose	: Nil Methods Excluded
Dealings
	title.					No additional interests, caveats or encumbrances are registered against the

Exploration Licence 6381 (Act 1992) Formerly Exploration Licence Application 2285 Sydney (Act 1992)

Holder Postal Address	: Monaro Mining N.L. $-$ 100% : Unit 14 Birubi Chambers Hawker Place Hawker ACT 2614
Title Status	: Granted
Date of Grant	: 22 February 2005
Due Expiry Date	: 21 February 2007
File Number	$: T04-0021$
Current Division	: Sydney
Area	: 91 Units being 253.9 Km 2
Map, Blocks, Units:

1:1,000,000	BLOCK NO	UNITS
CANBERRA	3018	VWXY
CANBERRA	3090	abcd fghj lmno qrst vwxy
CANBERRA	3162	abcd fghj lmno grst vwx
CANBERRA	3233	k tu xyz е p
CANBERRA	3234	f abc q
CANBERRA	3305	ħj cde rst no wxy
CANBERRA	3377	fgh abc Imn qrs VWX
CANBERRA	3449	fgh abc

Location	: About 50.12km NNE of Cooma
Map Sheets	: 8725 Cooma
	8726 Michelago 1:100.000
	8727 Canberra 1:100.000
Mineral	: Group 1 minerals (Metallics) $-$ # see full mineral list below
Security	: \$10,000 lodged by cheque from Gregorach Pty Ltd
Expenditure Requirement	: \$65,500 per annum
Method/Purpose	: Nil Methods Excluded
Dealings
	No additional interests, caveats or encumbrances are registered against the title.
	Partially affected by Tipderny Tallaganda & Yanumupheyan Nature Reserves which are exempt areas see spec

Partially affected by Tinderry, Tallaganda & Yanununbeyan Nature Reserves which are exempt areas see special conditions at foot of report which require additional consents prior to conducting any prospecting on these areas

Exploration Licence 6356 (Act 1992) Formerly Exploration Licence Application 2379 Wagga Wagga (Act 1992)

Holder Postal Address Title Status Date of Grant Due Expiry Date File Number Current Division Total Area

: Monaro Mining N.L. - 100% : Unit 14 Birubi Chambers Hawker Place Hawker ACT 2614 : Granted : 10-Dec-2004 : 09-Dec-2006 : Z04-0558 : Wagga Wagga : 30 Units being 83.4 Km²

1:1,000,000	BLOCK NO		UNITS
CANBERRA	3356	hjk		nopqrstuvwxyz
CANBERRA	3357	f	q	v
CANBERRA	3428	abcdefghjk
Surface Exception Depth Restriction Location Map Sheets Security Expenditure Mineral Method/Purpose	∴ Nil : Nil : About 37.66 WSW of Tumbarumba : 8426 Rosewood : \$10,000 cheque for \$10,000 received 3 December 2004 Receipt No D 100314. : \$35,000 per annum : Group 1 minerals (Metallics) $-$ # see full mineral list below : Nil Methods Excluded	1:100.000
Dealings		No additional interests, caveats or encumbrances are registered

against the title.

1. The licence excludes the areas subject to Woomargama National Park.

Exploration Licence 6358 (Act 1992) Formerly Exploration Licence Application 2304 Sydney (Act 1992)

Holder Postal Address Title Status Date of Grant Due Expiry Date File Number Current Division Total Area	: Monaro Mining N.L. $-$ 100% : Granted : 24-Dec-2004 : $23$ -Dec-2006 : $T04-0042$ : Sydney : 73 Units being 205.1 Km 2	: Unit 14 Birubi Chambers Hawker Place Hawker ACT 2614
1:1,000,000	BLOCK NO	UNITS
CANBERRA	2663	rs VWX
CANBERRA	2733	lmn qrst vwxyz
CANBERRA	2734	de jk rstuvwxy op
CANBERRA	2735	1 fg abc
CANBERRA	2805	de jk tu op yz
CANBERRA	2806	abcd fghj lmno qrst vwx
CANBERRA	2877	е
CANBERRA	2878	fgh abc

Surface Exception Depth Restriction Location Map Sheets Security Required Security Held Security Expenditure Mineral Method/Purpose Dealings

• $\therefore$ Nil
• $\cdot$ Nil

: About 46.84 S of Goulburn

: 8827 Braidwood 1:100,000

• $: $10,000$
• $: $10,000$

: \$10,000 Cash cheque received and entered Receipt No. 271335

• : \$56,500 per annum
• : Group 1 minerals (Metallics) # see full mineral list below

: Nil Methods Excluded

• 1. No additional interests, caveats or encumbrances are registered against the title.
• 1. The area is partially affected by Woomargama National Park those areas affected are excluded from the licence.
• 1. The area appears to be partly subject to NC 97/007 by the Gundungurra Tribual Council Aboriginal Corporation 6 being a claim under the Commonwealth Native Title Act. The area affected is only relatively small in comparison to the size of the overall licence. The application was lodged on 29 April 1997in respect of an area of 18,673 sq kilometres. The registration test was passed on 21 June 2000. The representatives are Craddock Murray & Neumann the Case Manager is Nicole Maher.

Location Plan EL 6358 (Act 1992)

1. Each of the licence is for Group 1 (Metallic minerals) which by definition under the Mining Regulations 2003 as amended include the following minerals:

"Schedule 3 Groups of minerals

(Clause 6)

Group 1 (Metallic minerals)

antimony arsenic bismuth cadmium caesium chromite cobalt columbium copper galena germanium gold indium iron minerals lead lithium manganese mercury molybdenite nickel niobium platinum group minerals platinum rare earth minerals rubidium scandium and its ores selenium silver sulphur tantalum thorium tin tungsten and its ores vanadium zinc zirconia "

$2.$ Certain categories of exploration require additional consents and approvals prior to commencement of operations as per the following definitions and conditions of the licences:

Exploration Licence Conditions 2004 - Definitions

1 Categories of Prospecting Operations

Three categories of prospecting operations are defined under this licence, as follows:

Category 1: Reconnaissance and low intensity activities, including:

• (a) Geological mapping
• (b) Airborne surveys
• (c) Sampling and coring using hand held equipment
• (d) Geophysical surveys and downhole logging, but not seismic surveys
• (e) Shallow reconnaissance drilling involving no more than minimal site preparation
• (f) Minor clearing or cutting of native vegetation
• (g) Minor excavations excluding costeaning or bulk sampling
• (h) Vehicle access that does not require construction of new tracks

Category 2: Operations which have potential for moderate disturbance to the land surface, native vegetation or other environmental value, including:

• (a) Operations under Category 1 (c) to (h) within or adjacent to Sensitive Areas*
• (b) Operations under Category 1 (c) to (h) of a concentrated or cumulative nature
• (c) Seismic surveys
• (d) Excavating or bulk sampling not exceeding 60 cubic metres

(e) Non-intensive drilling involving no more than moderate site preparation, excluding drilling holes exceeding 400 millimetre diameter

(f) Camp construction

(q) Access tracks, drill pads or line clearing involving no more than moderate native vegetation disturbance

Category 3: Operations which have potential to cause significant environmental impact involving, for example, considerable land surface disturbance or native vegetation clearing, including:

• (a) Operations under Category 2 (c) to (g) within or adjacent to Sensitive Areas*
• (b) Operations under Category 2 (c) to (g) of a concentrated or cumulative nature
• (c) Excavations or bulk sampling in excess of 60 cubic metres
• (d) Shaft sinking or tunnelling
• (e) Drilling holes in excess of 400 millimetre diameter
• (f) Intensive drilling, such as for resource definition purposes.
• (g) Access tracks involving formed construction

* see definition 2 for Sensitive Areas

$\mathbf{2}$ Sensitive Areas

For the purposes of the licence, Sensitive Areas include the following:

• $(a)$ Land reserved as a State Conservation Area under the National Parks and Wildlife Act 1974:
• land declared as an Aboriginal place under the National Parks and Wildlife Act 1974; $(b)$
• land identified as wilderness under the Wilderness Act 1987; $(c)$
• $(d)$ land subject to a 'conservation agreement' under the National Parks and Wildlife Act 1974; 28

• $(e)$ land acquired by the Minister for the Environment under Part 11 of the National Parks and Wildlife Act 1974;
• $(f)$ land proposed to be reserved as a national park or nature reserve under the National Parks and Wildlife Act 1974.
• $(g)$ land within State forests mapped as Forestry Management Zone 1, 2 or 3;
• $(h)$ wetlands mapped under SEPP 14 - Coastal Wetlands:
• $(i)$ wetlands listed under the Ramsar Wetlands Convention;
• $(i)$ lands mapped under SEPP 26 - Littoral Rainforests;
• areas listed on the Register of National Estate: $(k)$
• areas listed under the Heritage Act 1977 for which a plan of management has been $(1)$ prepared:
• land declared as critical habitat under the Threatened Species Conservation Act 1995; $(m)$
• land within a restricted area prescribed by a controlling water authority; $(n)$
• land reserved or dedicated under the Crown Lands Act 1989 for the preservation of flora, $(0)$ fauna, geological formations or other environmental protection purpose; and
• any other land identified as Sensitive Land by the Department $(p)$
• It should be noted that some of these areas are also "exempted areas" under the Act. $(q)$

EXPLORATION LICENCE CONDITIONS 2004

Section A APPROVAL OF PROSPECTING OPERATIONS

$\blacksquare$ Prospecting Operations Permitted under the Licence

The prospecting operations listed in Category 1 may be conducted on the licence area provided that:

(a) the operations do not cause more than minimal impact on the environment, taking into account the sensitivity of the local environment to disturbance;

(b) the operations do not cause harm to any threatened species, population or ecological community, or their habitats, including critical habitat;

(c) the operations do not cause damage to Aboriginal objects or Aboriginal places;

(d) the operations do not cause damage to the values and features listed in section 238 of the Act;

(e) the requirements of section 30 of the Act are met, if relevant; and

(f) the requirements of all State conservation, threatened species, environmental protection, heritage and related legislation are met.

$\overline{2}$ Prospecting Operations Requiring Further Approval

All prospecting operations not covered by Condition 1 require additional approval. Such operations comprise:

• (a) prospecting operations listed in Category 1 where the provisos listed under Condition 1 cannot be satisfied;
• (b) prospecting operations listed in Category 2 or 3; and

(c) surface disturbing prospecting operations not listed in Categories 1, 2 or 3.

All such prospecting operations require prior notification on a Surface Disturbance Notice form to the Department.

Approval by the Department requires assessment and determination under Part 5 of the Environmental Planning and Assessment Act 1979 (EP&A Act).

In the case of prospecting operations listed in Category 3, a review of environmental factors (REF) must be prepared, and must accompany the Surface Disturbance Notice. In respect of prospecting operations not listed under Category 3, the Department, after consideration of the completed Surface Disturbance Notice form, will determine whether a REF must be prepared and notify the licence holder in writing. Any REF must be prepared in accordance with Departmental guidelines. If the impact of prospecting operations on the environment is determined as likely to be significant in terms of Part 5 of the EP&A Act, then the Department will require the licence holder to submit an Environmental Impact Statement (EIS).

The licence holder must not commence the operations without prior written approval from the Department. Applications for the Minister's consent to exercise rights under the licence may address Category 1 prospecting operations only, or may also address prospecting operations requiring further approval under Condition 2. If an application for the Minister's consent is submitted in terms of Category 1 prospecting operations only, then if granted it will contain a condition requiring approval of further prospecting operations under Condition 2. If the application also addresses prospecting operations requiring further approval under Condition 2, then it will satisfy the requirements of Condition 2 for prior notification to and approval by the Department of those operations. The Minister's consent may be granted subject to conditions.

Applications for the Minister's consent to exercise rights under the licence are to be submitted to the Titles Program, accompanied by any necessary Surface Disturbance Notice form, REF or EIS (see Condition 2). Inclusion of the views and requirements of the agency or council controlling the exempted area will speed up the consent process.

3. Where a licence includes exempt areas which includes land within a Nature Reserve the following additional consents are required prior to commencement of operations:

Section B SPECIAL AREA CONDITIONS

$\mathbf{3}$ Exempted Areas

The licence holder must not commence prospecting operations in an exempted area under the Act without obtaining prior written consent from the Minister.

"Exempted areas" under the Act are lands set aside for public purposes. They include travelling stock reserves, road reserves, water supply reserves, State forests, and public reserves and permanent commons. Under Section 30 of the Act the "exercise of rights" under an exploration licence is subject to the consent of the Minister. The "exercise of rights" includes the right to conduct prospecting operations. The Minister's consent requires assessment and determination under Part 5 of the EP&A Act.

1. Exploration licence are granted for a term normally of 2 years. A renewal may be lodged in the period 1 to 2 months prior to expiry of the licence, the renewal is normally for no more than 50% of the area as currently held and in no more than 5 separate parts.

An application for renewal of an area greater than 50% of the area as held may be considered where the holder can demonstrate that special circumstances exist which warrant consideration of a renewal for an area greater than 50%. (inability to obtain access, the exploration program has shown that mineralisation extends over a larger area, work in hand incomplete etc).

Renewal is normally for an additional 2 years, further renewals can be applied for as required. The holder of an Exploration Licence ahs the exclusive right to apply for mining leases over land within his licence during the term of the authority for the minerals held under that licence. The application for a mining lease is subsequently considered on its merits and the grant of a lease is not an automatic entitlement.

The following are extracts from The Mining Act 1992, as amended

Part 7 - Renewal, transfer and cancellation of authorities

Division 1 - Renewal of authorities

113 Applications

(1) The holder of an authority may, from time to time, apply for the renewal of the authority. (2) An application for the renewal of an exploration licence or assessment lease must be lodged with the

Director-General not earlier than 2 months and not later than 1 month before the licence or lease ceases to

have effect.

(3) An application for the renewal of a mining lease must be lodged with the Director-General not earlier than 5 years and not later than 1 year (or, if the term of the mining lease is for 1 year or less, not earlier than 2 months and not later than 1 month) before the mining lease ceases to have effect.

(4) An application for the renewal of an authority must be accompanied by the appropriate lodgment fee. (5) If an application for the renewal of an authority is in respect of part only of the land subject to the authority, the application must be accompanied by a description, prepared in the manner prescribed by the regulations, of the land over which renewal of the authority is sought.

$(6)$ An application for the renewal of an exploration licence may be made in respect of one or more parts (but not more than such number of parts as may be prescribed by the regulations) of the exploration area. (7) An application for the renewal of an assessment lease or a mining lease may be made in respect of the whole, or of any single part, of the assessment area or mining area.

114 Power of Minister in relation to applications

(1) After considering an application for the renewal of an authority, the Minister:

(a) may renew the authority, or

(b) may refuse the application.

(2) Without limiting the generality of subsection (1), an application may be refused if the applicant has been convicted of an offence against this Act or the regulations or any other offence relating to mining or minerals.

(3) The period for which an authority is renewed may not on any one occasion exceed:

(a) 5 years in the case of an exploration licence or assessment lease, or

(b) 21 years (or such longer period as the Minister may, with the concurrence of the Premier, determine) in the case of a mining lease.

(4) On renewing an authority, the Minister may amend any of the conditions of the authority and may include further conditions in the authority.

(5) The area of land over which an authority is renewed may differ from the area of land over which the renewal of the authority is sought, but not so as to include any land that was not subject to the authority immediately before the renewal.

(6) The number of units over which an exploration licence may be renewed is not to exceed half the number of units over which the licence was in force when the application for the renewal was made unless the Minister is satisfied that special circumstances exist that justify the renewal of the licence over a larger number of units.

(7) The Minister may defer dealing with an application for the renewal of a mining lease over any land if the mining lease is the subject of action being taken under Part 6 in connection with the granting of a consolidated mining lease over that land.

115 Notice of renewal to be served on holder of authority

(1) The Minister must cause notice of renewal of an authority to be served on the holder of the authority. (2) Such a notice:

(a) must set out any amendments to the conditions of the authority, and

(b) must state the period for which the authority is renewed, and

(c) if the area of land over which the authority is renewed differs from the area subject to the authority immediately before the renewal, must contain a description of the land over which the authority is renewed.

116 Application by some only of holders of authority

(1) The Minister may not renew an authority otherwise than in the names of each of the holders of the authority unless satisfied that any holder of the authority not applying for its renewal does not wish the authority to be renewed in that person's name.

(2) The Minister may cause to be served on any holder of an authority not applying for its renewal a written notice:

(a) stating that an application for renewal of the authority has been lodged, and

(b) requiring the person, in such manner and on or before such date as is specified in the notice, to state whether or not that person wishes the authority to be renewed in that person's name.

(3) If a person on whom such a notice is served fails to state whether or not the person wishes the authority to be renewed in that person's name, the failure to do so is conclusive evidence that the person does not wish the authority to be renewed in that person's name.

117 Authority to have effect until application dealt with

(1) If an application for the renewal of an authority is not finally dealt with before the date on which the authority would otherwise cease to have effect, the authority continues to have effect, in relation only to the land to which the application relates, until the application is finally disposed of.

(2) While an authority has effect under this section, the Minister may amend any of the conditions of the

authority (other than a condition relating to royalty).

(3) An amendment takes effect on the date on which written notice of the amendment is served on the holder of the authority or on such later date as may be specified in the notice.

118 Date from which renewal of authority has effect etc

(1) The renewal of an authority takes effect on the date on which it is renewed or on such later date as may be specified in the renewal.

(2) Any amendment of the conditions of an authority takes effect on the date on which the renewal of the authority takes effect.

119 Partial renewals

If an authority is renewed as to part only of the land to which the application for renewal relates, the authority ceases to have effect in relation to the remainder of the land on the date on which the renewal takes effect.

The following is an extract from The Mining Regulations 2003, as amended

Division 5 - Renewal, transfer and cancellation of authorities

19 Application for renewal of authority: manner of describing land

(1) For the purposes of section 113 (5) of the Act, the prescribed manner for describing part of the land over which the renewal of an authority is sought is by means of a description, prepared in accordance with clause 13, 15 or 16, as the case requires, of the land over which the renewal is sought.

(2) For the purposes of section 113 (6) of the Act, 5 is the maximum number of parts of an exploration area in respect of which an application for renewal of an exploration licence may be made.

We trust that the information supplied fully meets your requirements.

Yours faithfully

and the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the company of the comp

Bob Harrison AMTS Pty Limited

STANTON PARTNERS CORPORATE PTY LTD

A.C.N 063 036 331

1 HAVELOCK STREET WEST PERTH 6005 WESTERN AUSTRALIA

TELEPHONE: (08) 9481 3188 FACSIMILE: (08) 9321 1204

e-mail: jvdieren@stanton.com.au

18 July 2005

The Directors Monaro Mining NL $1^st$ Floor 87 Colin Street WEST PERTH WA 6872

Dear Sirs

RE: INDEPENDENT ACCOUNTANT'S REPORT

1. Introduction

This report has been prepared at the request of the Directors of Monaro Mining NL ("Monaro" or "the Company") for inclusion in a Prospectus to be dated on or around 1 August 2005 ("the Prospectus") relating to the proposed issue by Monaro of 13,000,000 shares to be issued at a price of 20 cent per share to raise a gross \$2,600,000. The Company reserves the right to accept oversubscriptions for a further 2,000,000 shares (\$400,000 gross).

$\overline{2}$ . Basis of Preparation

This report has been prepared to provide investors with information on historical results (Statement of Financial Performance), the Statement of Financial Position of Monaro and the proforma Statement of Financial Position of Monaro as noted in Appendix 3. The historical and proforma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial reports in accordance with the Corporation Act 2001. This report does not address the rights attaching to the securities to be issued in accordance with the Prospectus, nor the risks associated with the investment. Stanton Partners Corporate Pty Ltd has not been requested to consider the prospects for Monaro, the securities on offer and related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. Stanton Partners Corporate Pty Ltd accordingly, takes no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report. Risk factors are set out in Section 10 of the Prospectus.

3. Background

Monaro was incorporated on 6 March 1996 and to 30 June 2004 was a non-operating company.

To 30 June 2004, the Company had 100 fully paid shares on issue at 20 cents each (\$20) and 8,000,000 partly paid (contributing) shares paid to 0.1 cent each (\$8,000) and uncalled capital of 4.9 cents per share. In April 2005 such shares were cancelled and on 18 May 2005 5,200,000 new contributing shares were issued to a company associated with Warwick Grigor. Such new contributing shares were issued at 20 cents each but only paid to 0.1 cent each (uncalled capital of \$1,034,800). We have been advised that the unpaid capital has been called up but is not payable until 31 May 2010. 3,200,000 of the 5,200,000 contributing shares were transferred to other parties including the interests of other directors prior to the issue of the Prospectus.

The Company has acquired interests in various exploration licences in the Lachlan Fold Belt of New South Wales. It is the intention of Monaro to exploit the tenements. The tenement areas are known as Mayfield, Captains Flat, Mt Paynter and Michelago. Further details on the areas of interest are noted in section 5.4 of the Prospectus and in the Geologist's Report (section 6 of the Prospectus).

The Company has entered into a contract that is conditional upon the Company listing on the Australian Stock Exchange ("ASX"). The contract is for an initial two year period with the interests of Mr Rampe (as Managing Director). The contract payment is for a minimum of \$8,000 per month plus GST (refer note 12 for further details). It has also been agreed that Mr Rampe will be reimbursed \$25,000 for costs leading up to the issue of the prospectus. Mr Evans (non executive director) will be paid \$25,000 plus superannuation for work involved in the issue of the Prospectus and secretarial services. Gregorach Pty Ltd, a company associated with Mr Grigor (Chairman and non executive director) is paying all operating and capital costs of Monaro and it is expected that it will be reimbursed around \$85,000 out of the proceeds of the issue plus some further costs relating to the public issue that have occurred after 30 June 2005.

Potential investors should read the Prospectus in full that includes an Independent Geologist's Report and the Report on Titles. We make no comments as to ownership or values of the mineral tenement interests of Monaro or of those to be acquired. Further details on all significant contracts entered into by the Company since incorporation (that are relevant to the Prospectus) are referred to the Material Contracts Section 11 of the Prospectus.

4. Scope of Examination

You have requested Stanton Partners Corporate Pty Ltd to prepare an Independent Accountant's Report on:

• $(i)$ The results of Monaro for the year ended 30 June 2004 and year ended 30 June 2005;
• The statement of financial position of Monaro as at 30 June 2005; $(ii)$
• (iii) The pro-forma statement of financial position of Monaro at 30 June 2005 adjusted to include funds to be raised by the Prospectus and the completion of transactions referred to in note 2 of Appendix 3;

All of the financial information referred to above has not been audited (except for the results for the year ended 30 June 2004 and 30 June 2005 and the Statement of Financial Position as at 30 June 2005 by the then existing auditors) however the financial information has been subject to audit review. The directors of Monaro are responsible for the preparation and presentation of the historical and pro-forma financial information, including the determination of the pro-forma transactions. We have however examined the financial statements and other relevant information and made such enquiries, as we considered necessary for the purposes of this report. The scope of our examination was substantially less than an audit examination conducted in accordance with Australian Auditing Standards and accordingly, we do not express such an opinion. Our examination included:

• Discussions with Directors and other key management of Monaro; $(i)$
• Review of contractual arrangements: $(ii)$
• A review of publicly available information; and $(iii)$
• A review of work papers, accounting records and other documents. $(iv)$

$5.$ Opinion

In our opinion, the pro-forma statement of financial position as set out in Appendix 2 presents fairly, the pro-forma statement of financial position of Monaro as at 30 June 2005 in accordance with the accounting methodologies required by Australian Accounting Standards on the basis of assumptions and transactions set out in Appendix 3. No opinion is expressed on the historical results, as shown in Appendix 1, except to state that nothing has come to our attention which would require any further modification to the financial information in order for it to present fairly, the results of the periods identified. Based on the current information on Monaro, the adoption of the Australian Equivalents of International Financial Reports Standards ("IFRS") from 1 January 2005 should have no material effect on the reported results as disclosed in the Statement of Financial Performance or on the reporting of the assets, liabilities and equity as disclosed in the Statements of Financial Position as noted in Appendix 2 and 3 respectively. The main key differences in accounting policies that are expected to arise from adopting IFRS are as follows:

Income Tax - will adopt a balance sheet approach under which temporary differences are identified for each asset and liability rather than accounting for the effects of timing differences between taxable income and accounting profit. The Company currently has tax losses and it is not expected to book a benefit of such losses (approximately \$4,000) under IFRS.

Impairment of Assets - currently assess whether assets are impaired by determining the recoverable amount of the asset on the basis of undiscounted cash flows. IFRS will determine recoverable amount as the higher of fair value less costs to sell and value in use.

Financial Instruments - Investments available for sale to be measured at fair value with changes in fair value recognised on equity subject to impairment. Investments in marketable securities are to be measured at fair values with changes in fair values recognised in the statement of financial performance as an expense or income. Investments/ financial assets or liabilities carried at fair value through the statement of financial performance.

Business Combinations – No amortisation of goodwill but an annual impairment testing of goodwill applies.

Financial Instruments - the issue of shares and options to directors and employees will need to be valued at fair value and the fair value taken up as a cost (expensed to the statement of financial performance) and the credit to a share and/or option reserve.

Exploration and Evaluation - The costs of exploration and evaluation may be carried forward as per the Australian Standard in place prior to December 2004 and an impairment test on those assets is required when facts and circumstances indicate that the carrying value of the assets may exceed recoverable amounts.

In our opinion, the Company does not need to have any significant changes to systems as a result of adopting the IFRS regime. The notes to the audited 2004/05 financial statements included a note regarding implementation of IFRS and the financial affect (no material dollar effect) of adoption of IFRS.

To the best of our knowledge and belief, there have been no other material items, transactions or events subsequent to 30 June 2005 that have come to our attention during the course of our review which would cause the information included in this report to be misleading.

Other Matters 6.

At the date of this report, Stanton Partners Corporate Pty Ltd or Stantons International (and its affiliated firm, Stanton Partners) do not have any material interest in Monaro either directly or indirectly, or in the outcome of the offer. Stantons International, a firm that is related to Stanton Partners Corporate Pty Ltd are to be appointed auditors of the Company on or around 21 July 2005. Stanton Partners Corporate Pty Ltd and Stantons International were not involved in the preparation of any other part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. Stanton Partners Corporate Pty Ltd consents to the inclusion of this report (including Appendices 1 to 3) in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn.

Yours faithfully STANTON PARTNERS CORPORATE PTY LTD

Man In

J P Van Dieren FCA Director

INDEPENDENT ACCOUNTANT'S REPORT

APPENDIX 1 AUDITED STATEMENTS OF FINANCIAL PERFORMANCE

	Year ended 30 June 2004	Year ended 30 June 2005
	\$	\$
Operating Revenue		-47
Exploration costs written		(13,375)
Other operating costs		(1,323)
Net (loss) before tax		(14, 651)
Income Tax expense attributable to net loss
Net (loss) after tax		(14, 651)

APPENDIX 2 STATEMENTS OF FINANCIAL POSITION

	Note	Company 30 June 2005	Pro-forma Unaudited 30 June 2005
		\$	$\hat{\mathbf{S}}$
Current Assets
Cash assets	3	21,081	2,326,536
Prepaid capital raising costs	4	19,828
Total Current Assets		40,909	2,326,536
Non Current Assets
Security Bonds	5	40,000	40,000
Total Non Current Assets		40,000	40,000
Total Assets		80,909	2,366,536
Current Liabilities Payables (including owing to
Director entity)	6	82,340
Total Current Liabilities		82,340
Total Liabilities		82,340
Net Assets (Liabilities)		(1, 431)	2,366,536
Equity
Contributed equity	7	5,220	2,380,220
Accumulated losses	8	(6, 651)	(13,684)
Total Equity (Deficiency		(1, 431)	2,366,536

To be read in conjunction with Appendix 3

INDEPENDENT ACCOUNTANT'S REPORT

APPENDIX 3

NOTES TO THE STATEMENTS OF FINANCIAL PERFORMANCE AND STATEMENTS OF FINANCIAL POSITION

$\mathbf{1}$ . Statement of Significant Accounting Policies

$(a)$ Basis of Accounting

The Statements of Financial Performance and Statements of Financial Position have been prepared in accordance with applicable accounting standards, the Corporations Act 2001 and mandatory professional reporting requirements in Australia and we have made such disclosures as considered necessary. They have also been prepared on the basis of historical cost and do not take into account changing money values. The accounting policies have been consistently applied, unless otherwise stated.

$(b)$ Income Tax

The Company adopts the liability method of tax effective accounting, whereby the income tax expense in the Statement of Financial Performance is based on the operating profit before tax adjusted for permanent differences. Future income tax benefits (estimated at 30 June 2005 to be around \$4,000) are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income tax legislation, the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and that the Company will comply with the conditions of deductibility imposed by the law.

Exploration, evaluation and development expenditure $(c)$

Exploration and evaluation costs are expensed as incurred. Acquisition costs are carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest or, where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. When an area of interest is abandoned or the Directors decide that it is not commercial, any accumulated acquisition costs in respect of that area are written off in the financial period the decision is made. Each area of interest is also reviewed at the end of each accounting period and accumulated acquisition costs written off to the extent that they will not be recoverable in the future. Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until production commences.

$(d)$ Accounts Payable

Accounts payable represent the principal amounts outstanding at balance date, plus, where applicable, any accrued interest.

$(e)$ Recoverable Amount of Non Current Assets

The carrying amounts of non-current assets are reviewed annually by Directors to ensure they are not in excess of the recoverable amounts from those assets. The recoverable amount is assessed on the basis of the expected net cash flows, which will be received from the assets employed and subsequent disposal. The expected net cash flows have not been discounted to present values in determining recoverable amounts.

$2.$ Actual and Proposed Transactions to Arrive at Pro-forma Unaudited Statement of Financial Position

Actual and proposed transactions adjusting the 30 June 2005 Statement of Financial Position of Monaro in the unaudited pro-forma Statement of Financial Position of Monaro are as follows:

• $(a)$ The further borrowing of a total of up to $$7,033$ (to take the borrowings to $$85,000$ ) from the existing shareholders of the Company and the repayment of approximately \$89,373 thereof out of the proceeds of the public issue;
• The issue of 13,000,000 ordinary shares at 20 cents each pursuant to the Prospectus to $(b)$ raise a gross \$2,600,000; and
• The payment of further expenses of the public issue of \$205,172 and expensing the $(c)$ \$19,828 prepaid capital raising costs (total capital raising costs of \$225,000) against contributed equity.

		Note 2	30 June 2005	Unaudited Pro-forma 30 June 2005
			\$	\$
3.	Cash Assets The movements in cash at bank are as follows:
	Audited 30 June 2005 Issue of shares pursuant to the		21,081	21,081
	Prospectus	(b)		2,600,000
	Payment of payables and loans	(a)		(89, 373)
	Prospectus issue costs	(c)		(205, 172)
			21,081	2,326,536
4.	Prepaid Capital Raising Costs
	Balance 30 June 2005		19,828	19,828
	Less: Transfer to equity	(d)		(19, 828)
			19,828

In the event that the planned capital raising is unsuccessful, the capital raising costs will need to be expensed.

	Note 2	30 June 2005	Unaudited Pro-forma 30 June 2005
		\$	S
Security Bonds
			40,000
			40,000
Creditors			4,373
Loans from Directors			85,000
			(89, 373)
		82,340
$\mathbf{a})$
		20	20
8,000,000 contributing shares		8,000	8,000
Cancellation of contributing shares		(8,000)	(8,000)
5,200,000 new contributing shares		5,200	5,200
13,000,000 shares at 20 cents each	(a)		2,600,000
		5,220	2,605,220
Less: share issue costs	(c)		(225,000)
shares)		5,220	2,380,220
	Security Bonds as at 30 June 2005 Payables Less: Payment of loans Contributed Equity Share Capital 100 fully paid shares Pro-forma (13,000,100 fully paid shares and 5,200,000 contributing	(a) (a)	40,000 40,000 4,373 77,967

The contributing 5,200,000 shares are paid to 0.1 cent each and a call has been made of the remaining 19.9 cents, however the call is not due to be paid until 31 May 2010. The unpaid calls total \$1,038,400. The shares may be forfeited if the calls are not paid on the due date.

If all oversubscriptions are applied for, the number of fully paid shares increases by $2,000,000$ to 15,000,100, the issued capital increases to \$2,755,220 (after increased capital raising costs of \$25,000) and cash reserves increase to \$2,701,536.

-8.	Accumulated Losses	Note 2
	Balance as at 30 June 2005		6.651	6,651
	Exploration and administration
	costs	(a)	$\overline{\phantom{a}}$	7.033.
			6.651	13.684

The cost (\$8,000) of the cancellation of partly paid shares in April 2005 was debited direct to the accumulated losses of the Company and did not pass through the Statement of Financial Performance.

$9.$ Contingent Liabilities and Commitments

Based on discussions with the Directors and legal advisors, to our knowledge, the Company has no material contingent liabilities not otherwise disclosed in the Prospectus. Investors should read the AMTS Pty Limited Report on Titles (including native title issues) to the mineral projects and the Independent Geologist's Report for further possible contingencies and commitments. Various tenements may be subject to native title claims.

10. Exploration Commitments

For details on proposed exploration commitments on mineral tenements, refer to the Independent Geologist's Report in Section 6 of the Prospectus and a summary under the Purpose of the Issue section 3.3 of the Prospectus.

$11.$ Rental Of Premises Commitments

Currently the Company is sharing premises with First Australian Resources Limited ("FAR") on a rent free basis. Under an agreement dated 29 April 2005, it is proposed that FAR will sublet premises to the Company on Monaro achieving an ASX listing on the basis of 50% of fixed costs (rent, cleaning etc) and 100% of direct costs that pertain to Monaro. In addition, it has been agreed to pay Far East Capital Ltd \$1,000 per month for the use of premises in Sydney (a monthly tenancy). Further details and associations are outlined in section 11 of the Prospectus.

$12.$ Management Agreements

The Company has entered into a two year consultancy contract with a company associated with the Managing Director being conditional upon the listing of the Company on the ASX. The minimum commitments are as follows:

Due within one year	$\blacksquare$	96,000
Due one to two years	$\blacksquare$	96,000
	$\blacksquare$	\$192,000

The minimum fee is on the basis of 120 hours per month. Any further time in a month is to be charged at \$150 per hour but payable by way of shares in Monaro and settled on a quarterly basis. Further details are outlined in the Material Contracts Section 11 of the Prospectus.

9. DIRECTORS AND CORPORATE GOVERNANCE

$9.1$ DIRECTORS AND COMPANY SECRETARY

The Board of Directors comprises:

CHAIRMAN (NON EXECUTIVE) WARWICK ROBERT GRIGOR

Mr Grigor, aged 46, is a graduate of the Australian National University having completed degrees in law and economics. His employment in the mining sector commenced with Hamersley Iron, following which he spent a number of years in the stockbroking sector as a senior mining analyst prior to establishing Far East Capital Limited. a specialist corporate advisory business. Mr Grigor serves on the Boards of First Australian Resources Limited, Peninsula Minerals Limited and Tianshan Goldfields Limited.

MANAGING DIRECTOR (EXECUTIVE) MART RAMPE

Mr Rampe, aged 54, is a geologist with over thirty years experience in minerals exploration and development from grass roots exploration through to pre-mine development. He has worked with a number of commodities including gold, base metals and industrial minerals. Country experience includes Australia, Papua New Guinea, Solomon islands, New Zealand and USA (Alaska). Since 1985 he has been the principal of Harvest Exploration Pty Ltd, a successful consultancy in the minerals and environmental industry. He has held senior exploration management positions in public listed and private exploration companies.

DIRECTOR (NON EXECUTIVE) MICHAEL JOHN EVANS

Mr Evans, aged 54, is a Chartered Accountant holding two business degrees and has been involved in the natural resources sector since 1981. He has considerable experience in Australian public companies particularly in relation to financing both in Australia and the United States of America. Mr Evans serves on the Board of First Australian Resources Limited.

COMPANY SECRETARY:

Mrs Atting, aged 55, is a CPA and a graduate of Edith Cowan University (ECU) having a bachelor of business degree with a double major in accounting and business law. Mrs Atling has achieved academic excellence and holds numerous awards and is listed on the Deans Honour Board at ECU. Mrs Atling has worked in the natural resources sector since 1992 prior to which she was a finance director within the stockbroking industry.

$9.2$ CORPORATE GOVERNANCE

The Company's main corporate governance policies and practices are outlined below:

The role of the board of Monaro Mining NL is to provide strategic objectives for and supervision of the company's affairs to protect and enhance long-term shareholder value. The board is accountable to all stakeholders for the performance of the company and is responsible for the company's overall corporate governance.

Responsibility for managing, directing and promoting the successful operation and development of the company, consistent with the primary objective of enhancing long term shareholder value, is delegated to the managing director who is accountable to the board.

The board has reviewed the ASX Principles of Good Corporate Governance and Best Practice Recommendations and embraces them where they are consistent with and appropriate for a company of this size and in its current business development phase. The Recommendations will be reviewed and adopted/adapted as appropriate as the company progresses.

The company's position in relation to corporate governance, with reference to the 10 principles contained in the ASX Corporate Governance Council's report, is outlined below:

Principle 1: Lay solid foundations for management and oversight

The company has developed a board charter that determines the functions reserved for the board and those delegated to management.

The board responsibilities include: appointment of the managing director and succession planning; implementation of major strategic plans; monitoring of the integrity and consistency of management's control of risk; approval of business plans and budgets; approval of major capital expenditure, acquisitions and divestments; approval of funding plans and capital raisings; and determination of corporate goals and review of performance against approved plans.

The role of management is to implement the general operations and financial functions of the company as delegated by the board through the managing director. Due to the size of the company, the managing director will initially be supported only by a company secretary/project coordinator.

Principle 2: Structure the board to add value

The company has a board of three directors comprising an independent, non executive chairman, managing director and one independent non-executive director.

The directors have a broad mix of skills, experience and knowledge to enable them to effectively and efficiently discharge their responsibilities and duties.

The chairman satisfies the test of independence and is not an executive of the company.

A nomination committee is considered unnecessary for a company of this size and the full board will review nominations following representations from the managing director.

Principle 3: Promote ethical and responsible decision-making

The company has established a policy regarding trading in its securities by directors, officers and employees. Directors, officers and employees must not, directly or indirectly, buy or sell shares or other securities in the company when in possession of unpublished price sensitive information which could materially affect the value of those securities. Any trading in the company's securities by those persons must first be notified to the chairman of the company.

The company is developing a formal code of conduct as part of its board charter which requires all business affairs to be conducted legally, ethically and with integrity, and which allows breaches of the code to be reported by third parties.

Principal 4: Safeguard integrity in financial reporting

The company has appointed two independent directors to the audit committee. The committee will assess and review the internal accounting and external audits and any material issues arising from those reviews. It will also assess and review the accounting policies and practices of the company as an integral part of reviewing the half year and full year accounts. It will make recommendations regarding the appointment of external auditors and the level of their fees and provide a facility, if necessary, to discuss any concerns raised by the auditors independently of management influence.

The external auditors will meet privately with the board at least once per year.

Principal 5: Make timely and balanced disclosure

The company secretary has been nominated as the person responsible for communications with the Australian Stock Exchange (ASX). The company will seek to provide relevant and timely information to its shareholders and is committed to fulfilling its obligations to the broader market for continuous disclosure. The company aims to ensure timely provision and equal access to material information about the company.

The board has ensured that the procedure for identifying and disclosing material and price sensitive information will be in accordance with the Corporations Act 2001 and the ASX Listing Rules. The company does not have a formal written policy regarding disclosure but the board and management will liaise closely to identify and approve information for disclosure.

The Monaro Mining NL website will contain copies of annual and half year reports, ASX announcements, investor relations publications, briefings and presentations given by executives.

Principal 6: Respect the rights of shareholders

All information disclosed to the ASX will be posted on the company's web site following confirmation of receipt from the ASX. A facility will be established whereby shareholders may register on the site to receive electronic notification of releases of information by the company. A copy of the company's annual report and notice of annual general meeting will be sent to all shareholders.

Principal 7: Recognise and manage risk

The company is developing a risk management programme aimed at ensuring the company conducts its operations in a manner that enables risks to be identified, assessed and appropriately managed. The company secretary, reporting to the managing director, will manage the company's internal controls and risk management and the audit committee will oversee risk management and internal compliance.

Principal 8: Encourage enhanced performance

Due to the size and infancy of the company, the board has no formal performance evaluation policy at present. It is considered that the current directors have a sufficient mix of skills and experience to discharge their responsibilities effectively.

The directors will be provided with access to the following resources: -

• $\geq$ monthly financial reports with actual expenditure compared to budget:
• subject to prior consultation with the chairman, the right to seek independent professional advice at s. the company's expense;
• Ý. unrestricted access to the managing director, company secretary and company information.

Principal 9: Remunerate fairly and responsibly

The board determines the remuneration of the managing director. The board believes that due to the size of the company, individual salary negotiation is more appropriate than formal remuneration policies.

The board reviews market comparisons in determining remunerations and will seek independent external advice as necessary.

Non-executive directors are remunerated by way of directors' fees within the limit approved by shareholders. The board determines fees paid to individual board members. Further information on directors' remuneration will be set out in the director's report and notes to the financial statements in the annual report.

Principal 10: Recognise the legitimate interests of stakeholders

The company is developing a formal code of conduct for the board, management and staff.

The directors will continue to review the business to determine the most effective and appropriate operating procedures. The company will continually review its risk management approach to health, safety and the commercial operations of the business to ensure compliance with its legal and social obligations to all stakeholders.

$10.$ RISK FACTORS

$10.1$ INTRODUCTION

Investors wishing to subscribe for the Shares offered by this Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the effect of the issue of the Shares on the Company and the rights attaching to the Shares offered by this Prospectus.

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

Shares offered under this Prospectus should be viewed as speculative and whilst Directors recommend the Offer, Shareholders 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 Shareholders 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 the 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 are in doubt as to any aspect of this Prospectus, the Offer or any matters in relation to an investment in the Company.

$10.2$ ECONOMIC RISKS

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

$10.3$ MARKET CONDITIONS

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

$10.4$ EXPLORATION SUCCESS

The mineral tenements of the Company as described in this Prospectus are at various stages of exploration, and potential investors should understand that mineral exploration and development are speculative undertakings.

There can be no assurance that exploration of the project areas described in this Prospectus, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no certainty that it can be economically exploited.

$10.5$ OPERATING RISKS

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, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Having been dormant from its incorporation in 1996 until 2004, the Company does not have any operating history, although it should be noted that the Company's Directors have between them significant operational experience. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests.

10.6 RESOURCE ESTIMATES

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates may change. This could result in alterations to development and mining plans which may, in turn, adversely affect the Company's operations.

$10.7_z$ COMMODITY PRICE AND EXCHANGE RATE RISKS

If the Company achieves exploration success leading to mineral production, the revenue it will derive through the sale of commodities may expose the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of certain minerals are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

ENVIRONMENTAL RISKS 10.8

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

10.9 TITLE RISKS AND NATIVE TITLE

Interests in tenements in Australia are governed by the respective State and Territory legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific 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 insufficient funds are available to meet expenditure commitments.

Should the Company's exploration on any of the Exploration Licences result in an economic discovery in respect of which the Company wishes to undertake commercial mining operations, then the Company will be unable to do so until the Company first obtains a valid mining lease under the Mining Act. While the Mining Act confers upon an Exploration Licence holder certain preferential rights to apply for a mining lease over the area of an Exploration License in respect of the minerals covered by the Exploration Licence, an Exploration Licence holder does not have the right to have a mining lease granted to it. By virtue of section 63 of the Mining Act, the grant or refusal of a mining lease application is a matter within the discretion of the responsible Minister.

Even where the responsible Minister is willing to grant a mining lease to the Company, the Minister's ability to grant a valid mining lease to the Company may be restricted by the Native Title Act ("NTA") if any of the area is the subject of native title rights or interests. The impact of the NTA may be to impede, delay or in some circumstances, prevent the grant of a valid mining lease to the Company. The NTA may also impact upon the Company's ability to obtain further exploration tenements.

Persons claiming to hold native title may lodge an application for determination of native title (being a native title claim) with the Federal Court. Applications which are lodged with the Federal Court will be referred to the National Native Title Tribunal ("NNTT") for the purposes of registration of the claim. If the Native Title Registrar is satisfied that a claim meets the registration requirements set out in the NTA ("Registration Test") it will be entered on the Register of Native Title Claims maintained by the NNTT ("Register"). Claimants of registered claims are afforded certain procedural rights under the NTA, including the "right to negotiate" discussed below.

Claims which fail to meet the Registration Test may still be subsequently entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test. Claims which are deregistered will lose the right to negotiate from the date of deregistration but will still remain on foot in the Federal Court until such time as they are determined by the Court.

Currently, there is one native title claim which has passed the registration test covering part of Exploration Licence 6358. The fact that a native title claim has been lodged or registered does not necessarily mean that native title exists over the area claimed, nor does the absence of a claim necessarily indicate that native title does not exist. Fresh native title claims may be made in the future. The existence of native title will be

established in due course as the claims are determined by the Federal Court. The Company has not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood of any further claims in respect of the area of the Exploration Licences being made in future or the likelihood of any current or future claims resulting in a determination that native title exists.

The validity of titles, permits and approvals granted on or after the commencement of the NTA on 1 January 1994 (which include all the Exploration Licenses held by the Company) depends, to the extent that the grant of the relevant title affects native title, upon compliance with the "future act" processes of the NTA. Under the NTA, the grant of a tenement after 1 January 1994 is generally a "future act" if the grant extinguishes or is wholly or partly inconsistent with native title, and is only permitted where the future act procedures under the NTA, and in particular the right to negotiate process, have been complied with. In relation to the Exploration Licences held by the Company, if native title exists on the areas covered by those Exploration Licences, the validity of the Exploration Licences depends on whether the NSW Government gave the notifications and otherwise complied with the other processes applicable under the Native Title Act in relation to the applications for those Exploration Licences. The Company is unable to verify whether these processes were so complied with.

Any future applications for Mining Leases by the Company may be subject to the "future act" processes of the NTA. Under the NTA "future act" procedure, negotiations are initiated with a view to obtaining the agreement of relevant native title parties to the carrying out of the proposed future act on the native title land. The right to negotiate procedure consists of a statutory period of negotiation between the relevant Government party, the native title party and the proposed grantee, during which time the parties must negotiate in good faith. Generally the right to negotiate process involves notifying relevant Aboriginal groups and native title claimants of the application for a mining title, waiting the required time for additional persons to become registered native title claimants and then negotiating on the grant of the mining title with all registered native title claimants. If negotiations do not result in an agreement that the title can be granted, then application can be made to the NNTT (as the arbitral body) in which case the NNTT will make a determination as to whether the grant may proceed (and if so, on what conditions). Subject to Federal Ministerial intervention, the agreement of the parties or the decision of the NNTT will determine whether the mining title is granted.

Generally the right to negotiate procedures only apply to native title claimants whose claims have been accepted for registration at the relevant time.

In relation to certain exploration tenements an expedited procedure may be followed in certain circumstances (if it is not successfully objected to). If the expedited procedure applies, then the exploration tenement may be granted without going through the right to negotiate process.

For future purposes, it is important to note that where it becomes necessary to convert all or any part of an exploration licence held by the Company to a mining lease, the application for the mining lease will be subject to the right to negotiate process with any native title holders or claimants whose claims are accepted for registration at the relevant time. The tenement holder applying to convert, may negotiate and enter into agreements with native title claimants or holders in relation to the grant of mining lease applications.

Any such agreements may, depending on their terms, affect the costs or economics of any mining project the tenement holder may wish to conduct. In the absence of a negotiated agreement with the native title claimants, there is no guarantee that passing through the native title future act processes will result in mining lease applications ultimately being validly granted in the event that the area applied for, or any of it, is subject to native title.

The Company has not entered into any agreements with native title parties in relation to the grant of the existing Exploration Licenses.

The NTA provides for a right of compensation in favour of affected native title parties to the extent that the future acts extinguish or impair the relevant native title parties' rights to the continued enjoyment of their traditional rights over land comprised within the grants. The right to compensation only arises after the native title has been determined by the court to exist. At the date of this Prospectus, it is not possible to assess the level of compensation which will be payable to native title parties in relation to any grants of Tenements over areas where native title might eventually be held to exist.

MATERIAL CONTRACTS $11.$

Set out below is a brief summary of certain contracts which the Company has entered into which the Directors have identified as material to the Company or are of such a nature that an investor may wish to have details of particulars of them when making an assessment of whether to apply for Shares. To fully understand all rights and obligations of a material contract, it would be necessary to review it in full and these summaries should be read in that light.

Apart from the matters mentioned below there are no contractual arrangements considered to be material for the purposes of this Prospectus and the Offer.

The whole of the provisions of the agreements are not repeated in this Prospectus and any intending Applicant who wishes to gain a full knowledge of the content of the Material Contracts should inspect the same at the registered office of the Company.

Facilities Sharing Agreement

By an agreement dated 29 April 2005, the Company contracted with First Australian Resources Ltd ("FAR") to share for a period of two years the administrative office premises and facilities presently operated by FAR in West Perth. Under the Agreement, the Company will be responsible for payment of half the fixed costs of the premises such as rent and outgoings. The costs of administrative employees will be shared between FAR and the Company on the basis of a fair and reasonable apportionment according to the proportionate division of time between work for each company. Variable costs directly attributable to the Company's activities will be borne by the Company. Other costs will be divided on a fair and reasonable apportionment basis depending on the extent to which the costs are for the benefit of each company. Where apportionment is not practicable, the costs will be shared equally.

The agreement is conditional upon the listing of the Company.

FAR is a publicly listed entity connected with Mr Michael Evans who is a director of, and shareholder in, the Company. Mr Evans is the executive chairman of FAR and is a shareholder in FAR.

Consulting Agreement with Harvest Exploration Pty Ltd

By an agreement dated 1 April 2005 the Company engaged the services of Harvest Exploration Pty Ltd ("Harvest") to provide consulting geological and management services to the Company for a period of 24 months commencing on the date the Company is listed on the ASX.

Under the terms of the Agreement, Harvest is required to provide the services of Mr Mart Rampe for 120 hours per month to be dedicated to the affairs of the Company.

Under the Agreement, the Company is to pay to Harvest a minimum of \$8,000 plus GST per month which amount covers the hourly services of Mr Mart Rampe. In the event that, with Board approval, Mr Rampe expends in excess of 120 hours in a month on the affairs of the Company, then the Company will pay for those additional hours at a rate of \$150 per hour but on the basis that the additional hours will be paid for by the issue of shares in the Company allocated on a quarterly basis. The issue price for such shares will be the average share price for shares in the Company over the preceding 2 week period.

Under the Agreement the Company is to pay for office costs in connection with the consulting services by Harvest including costs of separate phone and fax and broadband and vehicle mileage. Should other employees of Harvest be required from time to time to perform services for the Company then, subject to Board approval, their services will be charged to the Company at agreed rates.

Under the Agreement the Company is to provide directors liability insurance (ie for Mr Rampe who is a director of the Company) and public liability insurance.

Harvest is a company connected with Mr Mart Rampe who is a director of the Company and a shareholder in the Company. Mr Rampe is a director of Harvest and Mr Rampe and associated interests own all the shares in Harvest.

Office Space Use Agreement

By an agreement evidenced by a letter dated 27 April 2005 from Far East Capital Ltd ("FEC") to the Company, the Company has entered into an arrangement to use office space in FEC's office in Sydney (with use of associated facilities and furniture) for a consideration of \$1,000 per month. The arrangement is terminable by the Company giving one month's notice to FEC.

The agreement is conditional upon the listing of the Company.

FEC is a company connected with Mr Warwick Grigor who is a director of the Company and a shareholder in the Company. Mr Grigor is a director and major shareholder in FEC.

Loan Advances by Directors

Gregorach Pty Ltd, a company associated with Mr. Grigor and Harvest Exploration Pty Ltd, a company associated with Mr. Rampe have provided loan advances of \$77,220 and \$6,713 respectively to fund the costs of the Company to date. These loans are free of interest and are to be repaid from the proceeds of this initial Public offering.

Michelago Agreement

By an agreement dated 15 April 2005, and made between the Company and Michelago Limited and Robertsconsulting Pty Ltd, the Company agreed to transfer to Michelago Limited a 15% interest in Exploration Licence 6358 and Robertsconsulting Pty Ltd a 5% interest in Exploration Licence 6358. The interest of Michelago Limited and Robertsconsulting Pty Ltd in the exploration licence is free carried until completion of a bankable feasibility as defined in the agreement. Upon completion of such a feasibility study, Michelago Limited and Robertsconsulting Pty Ltd must either elect to contribute to further funding obligations in accordance with their percentage interest equity or convert to a combined 2% net smelter return. The agreement is subject to ministerial consent in accordance with the Mining Act.

Except as set out elsewhere in this Prospectus, there are no transactions involving the Company to which a Director (or any associated interests) are a party.

$12.$ ADDITIONAL STATUTORY AND OTHER INFORMATION

$12.1$ RIGHTS ATTACHING TO SECURITIES

$(a)$ Shares

The Shares to be issued pursuant to this Prospectus will rank pari passu in all respects with the Company's existing fully paid Shares.

The rights, privileges, liabilities and restrictions attaching to Shares are set out in the Constitution of the Company. The rights, privileges, liabilities and restrictions attaching to the Shares include (but are not limited to) the following:

Share Capital

The share capital in the Company consists of ordinary shares. All existing issued Shares and Shares to be issued pursuant to this Prospectus are of the same class and rank equally in all respects except for differences arising from the circumstances that some of the existing Shares on issue are partly paid whereas all Shares to be issued under the Prospectus will be fully paid Shares.

Voting Rights

Subject to any rights for the time being attached to any class or classes of shares and provided no amount due and payable in respect of a call is unpaid, and at a general meeting of the Company every holder of Shares present in person or by proxy, attorney or representative has on a show of hands one vote, and on a poll one vote, per fully paid Share but in the case of a partly paid Share a shareholder will on a poll have a fraction of a vote for each partly paid Share. The fraction must be equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) and on the basis that amounts paid in advance of a call are ignored when calculating the proportion.

Dividend Rights

Subject to the rights of holders of shares issued with any special preferential or qualified rights, the profits of the Company which the Directors of the Company may from time to time determine to distribute by way of dividend will be paid to shareholders in proportion to the number of Shares held by them irrespective of the amount paid up, or credited as paid up on the Shares. In accordance with section 254 of the Corporations Act, however, a shareholder is not entitled to a dividend on a share if a call has been made on that share and the call is due but unpaid.

Rights on Winding-up

Subject to the rights of holders (if any) of shares with special rights all monies and property that are to be distributed among Shareholders on a winding-up, shall be so distributed in proportion to the Shares held by them respectively, irrespective of the amount paid-up or credited as paid up on the Shares.

Transfer of Shares

Subject to the Company's Constitution and the Corporations Act, the Company's shares are freely transferable. The Directors may only decline to register a transfer of Shares where the SCH Business rules permit or require the Directors to do so.

Creation and Issue of Further Shares

The allotment and issue of any new shares is at the discretion of the Board. Subject to any restrictions on the allotment of shares imposed by the Company's Constitution, or the Corporations Act, the Board may issue those new shares on such terms and conditions, and with rights and privileges, as the Board from time to time may determine.

Variation of Rights

If shares of another class are issued, the rights, privileges and restrictions attaching to the Shares may be altered with the sanction of a special resolution passed at a separate general meeting of the Shareholders of the Shares, or with the written consent of at least three quarters of the Shareholders of the Shares.

General Meetings

Each holder of Shares is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to shareholders under the Company's Constitution, the Corporations Act or the Listing Rules.

Buy Back

The Company may buy shares in itself in accordance with the Corporations Act on the terms and at the times determined by the Board.

Calls on Shares

Where shares are issued as partly paid the Directors may make calls upon the holders of those shares to pay the whole of or a portion of the balance of the issue price. Subject to the listing rules and the Corporations Act, the Company may contract with any holder of partly paid shares that a call on some or all of those shares will not be payable before a specified date or dates as set out in that contract. If a shareholder fails to pay a call or instalment of a call, then subject to the Corporations Act and the Listing Rules the shares in respect of the call may be forfeited in accordance with the Company's Constitution. No partly paid shares are being offered under this Prospectus although the Company does presently have partly paid Shares on issue.

A copy of the Company's Constitution is available for inspection by Shareholders and prospective investors at the Company's registered office. Alternatively, the Company will forward a copy to Shareholders and prospective investors, free of charge, upon request.

$12.2$ INTERESTS OF DIRECTORS

Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director of the Company hold, or held at anytime during the last 2 years before the fodgement of this Prospectus with the ASIC, any interest in the formation or promotion of the Company, or any property acquired or proposed to be acquired by the Company in connection with the formation or promotion of the Company or the offer of the Securities, and no amounts have been paid or agreed to be paid, or any benefit given or agreed to be given to any Director or proposed Director to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him in connection with the promotion or formation of the Company or the offer of the Securities.

Directors' and Officers Interests in Securities

In the terms of the Constitution of the Company, Directors are not required to hold securities in the Company.

The table below sets out the interests of the Directors and Officers (personally and through associates) in Shares as at the date of this Prospectus.

Second Control Programs रिकाम के प Director/Officer	Ordinary Shares		Paid-paid Shares
	the company of the Direct	Notes and a state Indirect	. the company's Direct	Service and Indirect
Warwick Robert Grigor	20	80		2,000,000
Michael John Evans				1,500,000
Mart Rampe			1,500,000
June Ann Atling			100.000

The directors may subscribe for fully paid Shares under this Prospectus.

Directors' Remuneration

The non-executive Directors are entitled to receive directors' fees of amounts as determined by the shareholders of the Company in general meeting. Pursuant to the Company's Constitution, the non-executive Directors of the Company are entitled to receive directors' fees in such amounts (as determined by the Directors) in aggregate not to exceed \$150,000 plus statutory superannuation, to be divided among nonexecutive Directors as the Directors may agree and in the absence of agreement then equally, until otherwise determined by shareholders in General Meeting.

The Directors have agreed that non executive directors' fees for the year ending 30 June 2006 are \$20,000 per non executive director, \$30,000 for the non executive Chairman and \$20,000 for the Managing Director. Non-executive Directors may also be remunerated for additional specialised services performed at the request of the Board, and reimbursed for reasonable expenses incurred by directors on Company business.

The Company has entered into an agreement with Harvest Exploration Pty Ltd under which the services of Mart Rampe will be made available to the Company. The terms of this agreement are summarised in section 11 above. The Directors have also resolved that Michael Evans be paid \$25,000 plus compulsory superannuation for services performed in connection with the preparation of this prospectus.

The remuneration of executive Directors will be determined from time to time by the Board of Directors having regard to the nature and extent of their responsibilities.

$12.3$ CONSENTS AND DECLARATIONS OF EXPERTS AND OTHERS

Interests of Experts and Others

Except as disclosed in this Prospectus, no expert, promoter of the Company or any other person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus:

• has any interest nor has had any interest at any time within two years prior to the date of this Prospectus, in the formation or promotion of the Company, the Offer contained in this Prospectus or any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer contained in this Prospectus;
• has received or is entitled to receive any benefit for services provided in connection with the formation $\bullet$ or promotion of the Company or the Offer contained in this Prospectus.

Consents of Experts and Others

The following consents have been given in accordance with section 716 of the Corporations Act and have not been withdrawn as at the date of lodgement of this Prospectus with the ASIC:

Stanton Partners Corporate Pty Ltd ("Stanton Corporate") has given, and has not withdrawn, their written consent to being named in this Prospectus as Independent Accountants in the form and context in which is named in this Prospectus and to the inclusion of the Independent Accountants Report contained in Section 8 of this Prospectus. Stanton Corporate has not authorised or caused the issue of this Prospectus or the making of the Offer and takes no responsibility for any part of the Prospectus other than the Investigating Accountant's Report. In respect of this work, the Company has agreed to pay between \$5,000 and \$7,000.

Stantons International ("Stanton") has given, and has not withdrawn, their written consent to being named in this Prospectus as auditor of the Company. Stanton has not authorised or caused the issue of this Prospectus or the making of the Offer. Stanton make no representation regarding, and to the extent permitted by law excludes any responsibility for, any statements in or omissions from any part of this Prospectus.

Advanced Share Registry Services ("ASR") has given, and has not withdrawn, its written consent to be named in this Prospectus as share registry of the Company. ASR has not authorised or caused the issue of any part of this Prospectus or the making of the Offer. ASR makes no representation regarding, and to the extent permitted by law excludes any responsibility for, any statements in or omissions from any part of this Prospectus.

Mark Edwards has given, and has not withdrawn, his written consent to being named in this Prospectus as solicitor to the Company. Mark Edwards has not authorised or caused the issue of this Prospectus or the making of the Offer and makes no representation regarding, and to the extent permitted by law exclude any responsibility for, any statements in or omissions from any part of this Prospectus. In respect of this work the Company will pay approximately \$25,000.

Rangott Mineral Exploration Pty Ltd ("Rangott") has given, and has not withdrawn, their written consent to being named in this Prospectus as the independent consulting geologist to the Company and to the inclusion of the Independent Consulting Geologists Report in Section 6 of the Prospectus in the form and context in which the report is included and all statements referring to that report in the form and context in which they appear. Rangott has not authorised or caused the issue of this Prospectus or the making of the Offer. Rangott makes no representation regarding, and to the extent permitted by law exclude any responsibility for, any statements in or omissions from any part of this Prospectus other than the Independent Consulting Geologist's Report. In respect of this work, the Company has agreed to pay approximately \$16,564.

AMTS Pty Ltd ("AMTS") has given, and has not withdrawn, their written consent to being named in this Prospectus as the independent title consultant to the Company and to the inclusion of the Independent Title Consultants Report in Section 7 of the Prospectus in the form and context in which the report is included and all statements referring to that report in the form and context in which they appear. AMTS has not authorised or caused the issue of this Prospectus or the making of the Offer. AMTS makes no representation regarding, and to the extent permitted by law exclude any responsibility for, any statements in or omissions from any part of this Prospectus other than the Independent Report on Tenements. In respect of this work, the Company has agreed to pay approximately \$2,090.

$12.4$ AVAILABILITY OF DOCUMENTS FOR INSPECTION

The original or verified copies of the Company's Constitution, Experts' and others consents and the Reports shall be deposited at the registered office of the Company promptly after the lodgement of this Prospectus with the ASIC and kept there for such period as may be required by law from that date for inspection by any person without charge during normal business hours.

$12.5$ LITIGATION

The Company is not currently involved in any litigation or arbitration and is not aware of any threatened litigation or pending arbitration by or against it, that is material.

$12.6$ EXPENSES OF THE ISSUE

The following approximate expenses (excluding GST) have been or will be incurred with respect to the Issue:

	Minimum Subscription Amount
ASIC/ASX fees	32,000
Broker fees	130,000
Professional Fees (legal, accounting, consultants and other)	75,000
Printing	16,500
Miscellaneous - contingencies	21,500
TOTAL	275,000

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

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Warwick Robert Grigor Chairman

Mart Rampe

Mart Rampe Director

Michael John Evans Director

GLOSSARY OF DEFINED TERMS 14

$14.1$ In this Prospectus the following terms and abbreviations have the following meanings, unless the context otherwise requires:

\$ or A\$ means dollars in the lawful currency of Australia (unless otherwise specifically stated).

Application Form means an application form attached to and forming part of this Prospectus and Application and Applicant have corresponding meanings.

Application Monies means monies paid to the Company in connection with an application for shares under this prospectus.

ASIC means the Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited ACN 008 624 691.

Board means the Board of Directors of the company.

Business Day means a day on which ASX is open for the transaction of business.

CHESS means Clearing House Electronic Sub-register System.

Closing Date means the closing date for receipt of Application Forms under this Prospectus, being 5.00pm (WST) 1 September 2005 (unless the Offer is extended or closed early).

Company means Monaro Mining N.L. ACN 073 155 781.

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

Exploration Licence means an exploration licence issued under the Mining Act held by the Company or in which the Company has an interest.

Expiry Date means the date 13 months after the date of this Prospectus.

Issue Period means the period between the Opening Date of this Prospectus and the Closing Date.

Issue Price means \$0.20 per Share.

LFB means the Lachlan Fold Belt.

Listing Rules means the official listing rules of ASX.

Material Contracts means those agreements and arrangements referred to and summarised in Section 11 of this Prospectus.

Minimum Subscription Amount means \$2,600,000.

Mining Act means the Mining Act 1992 of NSW.

Offer or Issue means the invitation to make Applications in the term of this Prospectus and where appropriate, includes the allotment and issue of Shares.

Official List means the official list of ASX.

Official Quotation means quotation of Shares on the Official List.

Opening Date means the date upon which Applications may be received.

Oversubscriptions means oversubscriptions of up to \$400,000 through the issue of 2,000,000 Shares above the Subscription amount set out in clause 4.2.

Part-Paid Share means \$0.20 ordinary share in the capital of the Company, partly paid up to 0.1 cents.

Tenement or mineral tenement means an exploration licence or other license or lease issued under the Mining Act.

Securities includes Shares.

Share means an ordinary share in the capital of the Company.

Shareholder means the holder of Shares registered in the Company's records.

Subscription Amount means \$2,600,000

VMS means volcanogenetic massive sulphide deposits.

WST means Western Standard Time Australia.

• $14.2$ References in this Prospectus to Sections are to Sections of this Prospectus.
• References in this Prospectus to currency are, unless stated otherwise, to the currency of Australia. $14.3$

15 GLOSSARY OF TECHNICAL TERMS

Terms not included in the glossary are used in accordance with their definition in the Concise Oxford Dictionary.

accretionary the gradual addition of new land to old by the deposition of sediment carried by the water of a stream

adamellite a felsic intrusive igneous rock

adit horizontal underground access way with one entrance at that level.

aeromagnetic survey a survey made from the air for the purpose of recording magnetic characteristics of rocks.

agglomerate contemporaneous pyroclastic rock containing a predominance of rounded or sub-angular fragments greater than 32mm. in diameter.

alluvial unconsolidated stream sediments.

alteration, alteration zones change in the physical or chemical composition of a rock commonly brought about by reactions with hydrothermal solutions.

analysis, assay any chemical or physical method to determine the total content of any element in a rock or other material.

anticline a fold in rock strata that is convex upward with a core of older rocks.

anticlinorial a folded composite complex, of large dimensions, where the fundamental structure (adj. anticlinorial) is an anticline. The central stratigraphy is the older.

barite a mineral; barium sulphate (BaSO₄).

base metal generally a metal inferior in value to the precious metals, mainly copper, lead, zinc, nickel and aluminium.

basic an igneous rock having a relatively low silica content.

bedrock solid rock underlying surficial deposits.

biotite a generally dark coloured iron, magnesium and potassium rich mica.

breccia rock fragmented into angular pieces; often rock consisting of angular fragments in a finer-grained matrix: distinct from conglomerate.

Cainozoic Cenozoic; a time period from approximately 66 million years ago up to and including the present.

caldera a very large volcanic crater or cluster of craters.

Cambrian a time period approximately 505 to 540 million years ago.

Cambro-Ordovician я, time period approximately 443 to 540 million years ago.

carbonaceous said of a sedimentary rock containing organic material.

carbonate a rock, generally a sedimentary rock, composed largely of minerals containing $(CO₃)$ .

Carboniferous a time period, approximately 360 to 290 million years ago.

cassiterite a mineral of tin $(SnO₂)$

chalcopyrite a mineral of copper (CuFeS₂).

chert very fine-grained rock composed of silica.

chlorite a green plate-like iron-magnesium rich silicate mineral.

chloritization replacement by, conversion into, or introduction of chlorite.

conglomerate sedimentary rock formed by the cementing together of water-rounded pebbles, distinct from breccia.

contact surface between two rock types.

contiguous touching without fusion.

core cylindrical rock sample produced by drilling.

core drilling drilling to produce cylindrical rock sample usually diamond drilling.

costeaning exploration technique involving digging if trenches expose rocks (also referred to as trenching).

crosscut horizontal open driven $\mathbf{a}$ underground across the main direction of the line of lode.

dacite Fine-grained acid volcanic rock.

Devonian the period of time between 360 and 410 million years ago.

diamond drilling rotary drilling using diamond-impregnated bits, to produce a solid continuous core sample of rock.

dolerite medium to fine-grained basic igneous rock.

dolomite a mineral, CaMq(CO₃)₂. Also a term applied to rocks that approximate dolomite in composition.

drill core the cylindrical cutting recovered by means of diamond drilling.

drilling traverses series of drill holes in a line.

drill hole in mineral exploration, a hole bored into prospective ground to recover cuttings indicative of rock types and grades of mineralisation encountered in the hole.

drilling in mineral exploration, boring a hole into prospective ground to recover cuttings indicative of rock types and grades of mineralisation.

dyke a tabular igneous intrusion which cuts across the bedding or other planar structures in the country rock.

EM survey an electromagnetic geophysical exploration technique based on measuring magnetic fields from currents usually artificially induced into the ground.

epiclasitc textural term applied to mechanically deposited sediments consisting of weathered products of older rocks. Detrial material from existent rocks.

epidote complex silicate mineral calcium, aluminium and iron; often characteristic green colour.

epigenetic mineral deposit of later origin than the enclosing rocks.

epithermal a hydrothermal mineral deposit formed at a relatively low temperature near the Earth's surface, mainly in veins.

exsolved some pairs of minerals form solid solutions only at high temperatures and separate from each other as they cool. The minerals become unmixed or exsolved.

fault a break in the subsurface strata; often strata on one side of the fault line have been displaced (vertically and/or laterally) relative to their original positions.

feeder small vein joining a larger vein.

felsic igneous rock composed principally of feldspars and quartz.

ferruginous containing iron.

flysch widespread deposits of sandstones, marls, shales and clays which lie on the northern and southern borders of the Alps.

fold, flexure a bend in the rock strata.

fracture breaks in rock due to intensive folding or faulting.

foliation laminated structure resulting from segregation of different minerals into layers.

g/t grams per tonne, equivalent to parts per million (ppm).

galena lead sulphide mineral (PbS).

gangue the non valuable constituent minerals in a mineralisation or an orebody.

geochemical collection survey nf representative rock or soil samples in order to study variations in their chemistry.

geochemistry study of variation of chemical elements in rocks.

geophysics study of the physical properties of the earth by quantitative methods.

gossan rock composed of hydrated oxides of iron that forms a superficial cover over sulphides of iron and/or other metals.

grade proportion of valuable constituent (eg. gold) to other constituents.

grain particles or crystals which compromise a rock or sediment.

granitoid denotes an intrusive rock of granitelike appearance and graphic composition

greisen a granitic rock altered by pressurised hydrothermal fluids, and composed largely of quartz and coarse-grained mica.

greywacke an inundated, poorly sorted, coarse grained, grey sandstone made up of rock fragments rather than discrete mineral fragments.

gridding systematically marking a study area, usually using wooden pegs.

ground magnetic survey surface geophysical survey investigating variations in the earth's magnetic field intensity.

hard rock descriptive of solid rock, as distinct from alluvium or other unconsolidated material.

head grade the grade of ore at mine site on entry to the processing plant.

homogenous well mixed.

horizon the various layers that comprise a soil.

hornblende a common mineral of the amphibole family: a silicate containing calcium, magnesium and iron.

hornfels a fine-grained rock composed of equidimensional crystals, usually formed within fine grained-rocks heated by a nearby intrusion.

igneous rocks formed from solidification of molten material either at surface (volcanic) or at depth (intrusive).

intercept, intersection the length of, for example a mineralisation, traversed by a drill hole.

intrusive plutonic rock formed by intrusion of molten magma into a high level, below the surface, of the Earth's crust where it cooled and crystalised to form a solid rock.

IP (Induced Polarisation) a geophysical exploration method which measures changes in magnetic and electrical fields induced in the earth by the application of an electrical current to the ground.

kaolin a rock composed essentially of clay minerals of the kaolinite group. Also refers to china clay, porcelain clay.

karst (adj. karstic) a limestone plateau marked by sinks, interspersed with abrupt ridges and irregular protuberant rocks; usually underlain by caverns and underground streams.

kinematics the physics of motion.

laterites red residual soil developed in humid tropical/sub-tropical regions of good drainage, leached of silica.

lava material extruded from volcano.

leaching the dissolution οf mineral components from ore by appropriate chemicals.

lens a geological deposit which is thick in the middle and thin towards the edges.

limonite a generic term for brown hydrous iron oxide, not specifically identified.

lithology (adj. lithological) rock type.

lode a tabular or vein like deposit of valuable mineral between well defined walls of country rock.

mafic igneous rocks with dark colouration due to high magnesium and iron content.

magma molten, or partially molten, rock material which may consolidate to form ianeous rock.

magmatic of, pertaining to or derived from magma.

magnetic survey systematic collection of readings of the Earth's magnetic field at a series of different locations, in order to determine the distribution of values which may be indicative of different rock types, formations etc.

meridian vertical plane in which a freely suspended magnetised needle will come to rest.

metallurgy the science of treating metals and deriving them from ores.

metamorphism the process by which a rock changes its structure and properties due to the effects of heat and/or increased pressure over time.

metasediments partly metamorphosed sedimentary rocks.

metasomatism the process by which a rock or mineral is replaced by chemical action; hydrothermal replacement processed to form ores or alteration.

mica mineral group characterised by low hardness, and ability to split into thin laminae.

micro a prefix meaning small when joined with a rock name it usually signifies small grained.

mineralisation presence of a valuable mineral or minerals in a body of rock. If economic, indicates the ore may be extracted at a profit.

offset displacement of formerly contiguous bodies.

olivine eg. peridot. An important rock forming mineral, especially in the mafic and ultramafic rocks

Ordovician time period approximately 433 million to 505 million years ago.

ore material which can he mined and/or treated at a profit.

orebody a solid and fairly continuous mass of ore.

orogeny period of mountain forming due to folding and thrusting.

percussion a type of drilling method whereby the rock is broken by a hammering action into small chips.

Permian a time period from approximately 280 to 248 million years ago.

petrology study of formation of rock.

phenocrysts one of the relatively large and ordinarily conspicuous crystals of the earliest generation in a porphyritic igneous rock.

pipe a tabular opening or cylindrical rock body filling a tabular opening, usually more or less vertical.

photogeological geological mapping based on interpretation of aerial photographs.

porphyry rock with conspicuous crystals in a fine-grained groundmass.

ppm parts per million (the same as grams per tonne, g/t).

project area of interest with one or more EL's.

prospect a mining property, the value of which has not been proved by exploration.

prospecting mineral exploring.

RAB (Rotary Air Blast) rotary drilling technique in which sample is returned to outside surface the rode string bν compressed air.

radiometric pertaining to the measurement of radiation produced by the spontaneous decay of certain atoms

recovery the proportion of ore mined from the original deposit; or the valuable constituents of an ore which are obtained by metallurgical treatment.

Reverse Circulation a drilling method in which the sample is brought to the surface inside the drill percussion rods, thereby reducing contamination.

resource(s) in situ mineral occurrence from which valuable or useful minerals may be recovered.

rhyolite a lava, the extrusive equivalent of granite.

rock chip sampling collection of rock samples by breaking chips off rock face, usually for chemical analysis.

schist a medium or coarse arained metamorphic rock, with a composition dominated by micaceous minerals.

sediments soil material (both mineral and organic) that is in suspension, is being transported or has been moved from its site or origin by air, water or ice, and has come to rest on the Earth's surface or below sea-level.

sericite mineral: fine grained white mica of similar composition to muscovite.

shear (zone) a zone rock deformed by stress.

silica silicon dioxide mineral, of which quartz is one form $(SiO₂)$ .

silicification the process whereby original rock minerals are chemically replaced by various forms of silica which generally harden the rock.

Silurian a time period from 410 million years to 433 million ago.

skarn a thermally metamorphosed impure limestone.

stockwork a three-dimensional network of veinlets.

stratabound a deposit confined to a single stratographic unit, it may or may not be conformable.

stratiform composed of layers.

stratigraphy the classification of suites of rocks (usually sediments) into ordered age groups.

strike horizontal direction or trend of a geologic structure.

subaerial said of a rock deposited on land.

syncline a fold in rock strata that is concave upward with a core of younger rocks.

svnclinorium (adj. synclinorial) a folded composite complex, of large dimensions, where the fundamental structure is a syncline. The central stratigraphy is the youngest.

Syn-kinematic a process taking place essentially simultaneously with another.

tenements a land use instrument issued by state governments for regulation of mineral exploration and mining.

tenure in the context of this Prospectus, the holding or possession of rights to or ownership of Crown-owned minerals for the term specified in any particular tenement.

terrace relatively flat and horizontal surfaces that are steplike in character.

tuff (adj. tuffaceous) a rock formed by compacting volcanic fragments and ash.

ultramafic said of rocks with less than 35% silica, which are usually dark coloured and dense, composed of calcic feldspars and ferro-magnesian silicate minerals.

vector (adj. vectoring) a physical quantity which has magnitude and direction.

vein thin sheet-like infill of a fissure or crack, commonly bearing quartz.

volcaniclastic sediments comprising fragments and other material derived directly from volcanics without undergoing sedimentary sorting processes.

volcanogenic having a volcanic origin.

wolframite a mineral series, (Fe, Mn) WO₄ and the principal ore of tungsten.

APPLICATION FORM

	MONARO MINING N.L. ACN 073 155 781		BROKER'S REFERENCE
	PLEASE REFER TO SECTIONS 4.4 OF THE PROSPECTUS TO WHICH THIS APPLICATION FORM RELATES.
	INSTRUCTIONS FOR A TO K ARE SET OUT ON THE REVERSE OF THIS APPLICATION FORM.
	PLEASE USE BLOCK LETTERS	BROKER CODE	ADVISER CODE
	Print your full name (given name then surname) or Company name (plus ACN/ARBN) - refer to the guide on the reverse of this Application Form.
А	FULL NAME
в	JOINT APPLICANT NO 2 OR ACCOUNT DESIGNATION
	JOINT APPLICANT NO 3 OR ACCOUNT DESIGNATION
с	ADDRESS
	SUBURB/TOWN	STATE	POSTCODE
D	CONTACT NAME	TELEPHONE WORK	TELEPHONE HOME
		EMAIL ADDRESS
E	DATE / 2005
F	t/WE NO OF SHARES APPLY FOR	(minimum number of 10,000 Shares and thereafter in integral multiples G of 1,000) and lodge Application Monies in full at \$0.20 per Share.	A\$ .00
	CHEQUE DETAILS
н	DRAWER BANK	BRANCH	AMOUNT \$
× ı	Lodge your Application Form as soon as possible. PIN YOUR CHEQUE CHEQUES SHOULD BE MADE PAYABLE TO: HERE	"MONARO MINING N.L. - ISSUE ACCOUNT" This Application Form does not need to be signed. By lodging this Application Form and a cheque for the Application Money the
	Applicant hereby: (1) Directors; and	applies for the number of Shares specified in the Application Form or such lesser number as may be allocated by the
	(2) (3)	agrees to be bound by the terms and conditions set out in the Prospectus and the Constitution of the Company; and authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions
J	TAX FILE NUMBER(S) OR EXEMPTION CATEGORY SURNAME	GIVEN NAME(S)	ABN/TFN OR EXEMPTION
κ	CHESS HIN (if applicable)

GUIDE TO THE APPLICATION FORM

Please complete all relevant white sections of the Application Form using BLOCK LETTERS. There is no facility for online Applications - refer Section 1.2 of this Prospectus.

If you have any questions on how to complete this Application Form please telephone the Company Secretary on 08-9322-3076 or email the Company at info@monaromining.com or contact your stockbroker, solicitor, accountant or financial or other professional adviser.

Please post or deliver the completed Application Form together with your cheque in full payment of the Application Monies made payable to "MONARO MINING N.L. - ISSUE ACCOUNT" and crossed "NOT NEGOTIABLE" as follows:

by delivery or mail to:

Monaro Mining N.L.	ОF	Monaro Mining N.L. Advanced Share Registry Services
GPO Box 1393 West Perth, Western Australia 6872		PO BOX 1156
		Nedlands, Western Australia 6909

to reach that address prior to 5.00 pm Western Standard Time on the Closing Date.

А. Write your FULL NAME in Box A. This must be either your own name or the name of a company. If a company please also include its ACN/ARBN. You should refer to the bottom of this page for the correct forms of name which can be registered. Applications using the incorrect form of name may be rejected.

If your Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid by the Company. Any decision by the Company as to whether to treat your Application as valid, and how to construe, amend or complete it, shall be final. You will not however be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque for the Application Monies referred to in Box H.

• Β. If you are applying as JOINT APPLICANTS, complete Boxes A and B. You should refer to the bottom of this page for instructions on the correct form of name. Up to three Joint Applicants may register.
• Enter your POSTAL ADDRESS for all correspondence. All communications to you from the Share Registry (shareholding C. statements, dividend cheques, annual/interim reports, correspondence, etc) will be mailed to the person(s) and address as shown. For Joint Applications, only one address can be entered.
• Please provide your TELEPHONE NUMBER(S) and EMAIL ADDRESS and contact name in case there is a need to D. contact you in relation to your Application.
• Ε. Insert the date of completion of the Form.
• Insert the NUMBER OF SHARES you wish to apply for in Box G. Applications must be for an equal minimum of 10,000 $F.$ Shares and thereafter in integral multiples of 1,000 Shares.
• Enter the amount of your Application Monies here. The amount must be equal to the number of Shares applied for G. multiplied by \$0.20 per Share.
• Complete cheque details as required. Cheques must be drawn on an Australian bank in Australian currency and made Η. payable to "Monaro Mining N.L. - Issue Account" and crossed "Not Negotiable". Do not send cash. A separate cheque should accompany each Application Form lodged. No receipt will be issued.
• $\mathsf{L}$ The Application Form does not need to be signed.
• Enter your TAX FILE NUMBER (TFN) or exemption category beside your name. Where applicable, please enter the TFN J. for each Joint Applicant. Collection of TFNs is authorised by taxation laws but quotation of your TFN is not compulsory and will not affect your Application - refer Section 4.11 of the Prospectus.
• If you are sponsored in CHESS by a stockbroker or other participant, please enter your Holder Identification Number K. (HIN).

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities are allowed to hold Shares. Application must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Applications cannot be made by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

TYPE OF INVESTOR	CORRECT FORM OF REGISTRABLE TITLE	INCORRECT FORM OF REGISTRABLE TITLE
Individual	John David Smith	JD Smith
Company	John Smith Fresh Foods Pty Ltd ACN 123 456 789	John Smith Fresh Foods
Trusts	John David Smith (Smith Family Trust A/C)	John Smith Family Trust
Deceased Estates	Michael Peter Smith (Est. John Smith d.)	John Smith (Deceased)
Partnerships	John David Smith and Michael Peter Smith	John Smith & Son
Clubs/Unincorporated Bodies	John David Smith (Smith Investment Club A/C)	Smith Investment Club
Superannuation Funds	John Smith Pty Ltd (Superannuation Fund A/C)	John Smith Superannuation Fund.

APPLICATION FORM

	MONARO MINING N.L. ACN 073 155 781						BROKER'S REFERENCE
	PLEASE REFER TO SECTIONS 4.4 OF THE PROSPECTUS TO WHICH THIS APPLICATION FORM RELATES.
	INSTRUCTIONS FOR A TO K ARE SET OUT ON THE REVERSE OF THIS APPLICATION FORM.
	PLEASE USE BLOCK LETTERS			BROKER CODE			ADVISER CODE
				Print your full name (given name then surname) or Company name (plus ACN/ARBN)
А	- refer to the guide on the reverse of this Application Form. FULL NAME
в		JOINT APPLICANT NO 2 OR ACCOUNT DESIGNATION
		JOINT APPLICANT NO 3 OR ACCOUNT DESIGNATION
с	ADDRESS
	SUBURB/TOWN			STATE			POSTCODE
D	CONTACT NAME		TELEPHONE WORK			TELEPHONE HOME
			EMAIL ADDRESS
ε	DATE	/ 2005
F	t/WE APPLY FOR	NO OF SHARES		(minimum number of 10,000 Shares and thereafter in integral multiples of 1,000) and lodge Application Monies in full at \$0.20 per Share.	G	A\$	.00
	CHEQUE DETAILS
н	DRAWER	BANK		BRANCH		AMOUNT S
×	PIN YOUR CHEQUE HERE	Lodge your Application Form as soon as possible. CHEQUES SHOULD BE MADE PAYABLE TO:		"MONARO MINING N.L. - ISSUE ACCOUNT"
ı	Applicant hereby:			This Application Form does not need to be signed. By lodging this Application Form and a cheque for the Application Money the
	(1) Directors; and (2)			applies for the number of Shares specified in the Application Form or such lesser number as may be allocated by the agrees to be bound by the terms and conditions set out in the Prospectus and the Constitution of the Company; and
	(3)			authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions
J	SURNAME	TAX FILE NUMBER(S) OR EXEMPTION CATEGORY	GIVEN NAME(S)				ABN/TFN OR EXEMPTION
ĸ	CHESS HIN (if applicable)

GUIDE TO THE APPLICATION FORM

Please complete all relevant white sections of the Application Form using BLOCK LETTERS. There is no facility for online Applications - refer Section 1.2 of this Prospectus.

If you have any questions on how to complete this Application Form please telephone the Company Secretary on 08-9322-3076 or email the Company at info@monaromining.com or contact your stockbroker, solicitor, accountant or financial or other professional adviser.

Please post or deliver the completed Application Form together with your cheque in full payment of the Application Monies made payable to "MONARO MINING N.L. - ISSUE ACCOUNT" and crossed "NOT NEGOTIABLE" as follows:

by delivery or mail to:

Monaro Mining N.L.	ΩF	Monaro Mining N.L.
GPO Box 1393 West Perth, Western Australia 6872		Advanced Share Registry Services PO BOX 1156
		Nedlands, Western Australia 6909

to reach that address prior to 5.00 pm Western Standard Time on the Closing Date.

А. Write your FULL NAME in Box A. This must be either your own name or the name of a company. If a company please also include its ACN/ARBN. You should refer to the bottom of this page for the correct forms of name which can be registered. Applications using the incorrect form of name may be rejected.

If your Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid by the Company. Any decision by the Company as to whether to treat your Application as valid, and how to construe, amend or complete it, shall be final. You will not however be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque for the Application Monies referred to in Box H.

• If you are applying as JOINT APPLICANTS, complete Boxes A and B. You should refer to the bottom of this page for B. instructions on the correct form of name. Up to three Joint Applicants may register.
• Enter your POSTAL ADDRESS for all correspondence. All communications to you from the Share Registry (shareholding C. statements, dividend cheques, annual/interim reports, correspondence, etc) will be mailed to the person(s) and address as shown. For Joint Applications, only one address can be entered.
• Please provide your TELEPHONE NUMBER(S) and EMAIL ADDRESS and contact name in case there is a need to D. contact you in relation to your Application.
• Ε. Insert the date of completion of the Form.
• Insert the NUMBER OF SHARES you wish to apply for in Box G. Applications must be for an equal minimum of 10,000 $F.$ Shares and thereafter in integral multiples of 1,000 Shares.
• Enter the amount of your Application Monies here. The amount must be equal to the number of Shares applied for G. multiplied by \$0.20 per Share.
• Complete cheque details as required. Cheques must be drawn on an Australian bank in Australian currency and made Η. payable to "Monaro Mining N.L. - Issue Account" and crossed "Not Negotiable". Do not send cash. A separate cheque should accompany each Application Form lodged. No receipt will be issued.
• $\mathsf{L}$ The Application Form does not need to be signed.
• Enter your TAX FILE NUMBER (TFN) or exemption category beside your name. Where applicable, please enter the TFN J. for each Joint Applicant. Collection of TFNs is authorised by taxation laws but quotation of your TFN is not compulsory and will not affect your Application - refer Section 4.11 of the Prospectus.
• If you are sponsored in CHESS by a stockbroker or other participant, please enter your Holder Identification Number K. (HIN).

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities are allowed to hold Shares. Application must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Applications cannot be made by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

TYPE OF INVESTOR	CORRECT FORM OF REGISTRABLE TITLE	INCORRECT FORM OF REGISTRABLE TITLE
Individual	John David Smith	JD Smith
Company	John Smith Fresh Foods Pty Ltd ACN 123 456 789	John Smith Fresh Foods
Trusts	John David Smith (Smith Family Trust A/C)	John Smith Family Trust
Deceased Estates	Michael Peter Smith (Est. John Smith d.)	John Smith (Deceased)
Partnerships	John David Smith and Michael Peter Smith	John Smith & Son
Clubs/Unincorporated Bodies	John David Smith (Smith Investment Club A/C)	Smith Investment Club
Superannuation Funds	John Smith Pty Ltd (Superannuation Fund A/C)	John Smith Superannuation Fund.

APPLICATION FORM

	MONARO MINING N.L. ACN 073 155 781						BROKER'S REFERENCE
PLEASE REFER TO SECTIONS 4.4 OF THE PROSPECTUS TO WHICH THIS APPLICATION FORM RELATES.
	APPLICATION FORM.	INSTRUCTIONS FOR A TO K ARE SET OUT ON THE REVERSE OF THIS
	PLEASE USE BLOCK LETTERS			BROKER CODE			ADVISER CODE
		Print your full name (given name then surname) or Company name (plus ACN/ARBN)
А	FULL NAME	- refer to the guide on the reverse of this Application Form.
в	JOINT APPLICANT NO 2 OR ACCOUNT DESIGNATION
		JOINT APPLICANT NO 3 OR ACCOUNT DESIGNATION
с	ADDRESS
	SUBURB/TOWN			STATE			POSTCODE
D	CONTACT NAME		TELEPHONE WORK			TELEPHONE HOME
			EMAIL ADDRESS
ε	DATE	/ 2005
F	t/WE APPLY FOR	NO OF SHARES		(minimum number of 10,000 Shares and thereafter in integral multiples of 1,000) and lodge Application Monies in full at \$0.20 per Share.	G	A\$	.00
	CHEQUE DETAILS
н	DRAWER	BANK		BRANCH		AMOUNT S
×	Lodge your Application Form as soon as possible. PIN YOUR CHEQUE CHEQUES SHOULD BE MADE PAYABLE TO: "MONARO MINING N.L. - ISSUE ACCOUNT" HERE
ı	Applicant hereby:			This Application Form does not need to be signed. By lodging this Application Form and a cheque for the Application Money the
	(1) Directors; and (2)			applies for the number of Shares specified in the Application Form or such lesser number as may be allocated by the agrees to be bound by the terms and conditions set out in the Prospectus and the Constitution of the Company; and
	(3)			authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions
J	TAX FILE NUMBER(S) OR EXEMPTION CATEGORY SURNAME GIVEN NAME(S)						ABN/TFN OR EXEMPTION
ĸ	CHESS HIN (if applicable)

GUIDE TO THE APPLICATION FORM

Please complete all relevant white sections of the Application Form using BLOCK LETTERS. There is no facility for online Applications - refer Section 1.2 of this Prospectus.

If you have any questions on how to complete this Application Form please telephone the Company Secretary on 08-9322-3076 or email the Company at info@monaromining.com or contact your stockbroker, solicitor, accountant or financial or other professional adviser.

Please post or deliver the completed Application Form together with your cheque in full payment of the Application Monies made payable to "MONARO MINING N.L. - ISSUE ACCOUNT" and crossed "NOT NEGOTIABLE" as follows:

by delivery or mail to:

Monaro Mining N.L.	ОF	Monaro Mining N.L. Advanced Share Registry Services PO BOX 1156
GPO Box 1393 West Perth, Western Australia 6872
		Nedlands, Western Australia 6909

to reach that address prior to 5.00 pm Western Standard Time on the Closing Date.

А. Write your FULL NAME in Box A. This must be either your own name or the name of a company. If a company please also include its ACN/ARBN. You should refer to the bottom of this page for the correct forms of name which can be registered. Applications using the incorrect form of name may be rejected.

If your Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid by the Company. Any decision by the Company as to whether to treat your Application as valid, and how to construe, amend or complete it, shall be final. You will not however be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque for the Application Monies referred to in Box H.

• If you are applying as JOINT APPLICANTS, complete Boxes A and B. You should refer to the bottom of this page for B. instructions on the correct form of name. Up to three Joint Applicants may register.
• Enter your POSTAL ADDRESS for all correspondence. All communications to you from the Share Registry (shareholding C. statements, dividend cheques, annual/interim reports, correspondence, etc) will be mailed to the person(s) and address as shown. For Joint Applications, only one address can be entered.
• Please provide your TELEPHONE NUMBER(S) and EMAIL ADDRESS and contact name in case there is a need to D. contact you in relation to your Application.
• Ε. Insert the date of completion of the Form.
• Insert the NUMBER OF SHARES you wish to apply for in Box G. Applications must be for an equal minimum of 10,000 $F.$ Shares and thereafter in integral multiples of 1,000 Shares.
• Enter the amount of your Application Monies here. The amount must be equal to the number of Shares applied for G. multiplied by \$0.20 per Share.
• Complete cheque details as required. Cheques must be drawn on an Australian bank in Australian currency and made Η. payable to "Monaro Mining N.L. - Issue Account" and crossed "Not Negotiable". Do not send cash. A separate cheque should accompany each Application Form lodged. No receipt will be issued.
• $\mathsf{L}$ The Application Form does not need to be signed.
• Enter your TAX FILE NUMBER (TFN) or exemption category beside your name. Where applicable, please enter the TFN J. for each Joint Applicant. Collection of TFNs is authorised by taxation laws but quotation of your TFN is not compulsory and will not affect your Application - refer Section 4.11 of the Prospectus.
• If you are sponsored in CHESS by a stockbroker or other participant, please enter your Holder Identification Number K. (HIN).

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities are allowed to hold Shares. Application must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Applications cannot be made by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

TYPE OF INVESTOR	CORRECT FORM OF REGISTRABLE TITLE	INCORRECT FORM OF REGISTRABLE TITLE
Individual	John David Smith	JD Smith
Company	John Smith Fresh Foods Pty Ltd ACN 123 456 789	John Smith Fresh Foods
Trusts	John David Smith (Smith Family Trust A/C)	John Smith Family Trust
Deceased Estates	Michael Peter Smith (Est. John Smith d.)	John Smith (Deceased)
Partnerships	John David Smith and Michael Peter Smith	John Smith & Son
Clubs/Unincorporated Bodies	John David Smith (Smith Investment Club A/C)	Smith Investment Club
Superannuation Funds	John Smith Pty Ltd (Superannuation Fund A/C)	John Smith Superannuation Fund.

Permission to use the historical photograph appearing on the cover of this Prospectus has been approved by the NSW Department of Primary Industry (Mineral Resources). It
depicts the now abandoned Lake George Mine, which lies
within Exploration Licence EL 6381.