ORBMINCO LIMITED — Capital/Financing Update 2006

May 1, 2006

MONARO MINING N.L.

ACN 073 155 781

SHORT FORM PROSPECTUS

For a non-renounceable Rights Issue of 1 Option (exercisable at \$1.20 on or before 31 July 2007) for every 4 Shares held by Shareholders at an issue price of 10 cents per Option (Rights Issue).

AND

A placement of 900 Shares at an issue price of \$1.00 per Share to raise \$900 (Placement Offer)

The Right Issue is fully underwritten by Douglas Financial Consultants Pty Ltd ABN 93 010 208 116

Important Notice

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type but refers to other documents the information of which is deemed to be incorporated in this Prospectus.

TABLE OF CONTENTS

1.	CORPORATE DIRECTORY
2.	LETTER OF INVITATION FROM THE BOARD
3.	INVESTMENT OVERVIEW
4.	PURPOSE AND EFFECT OF THE ISSUE
5.	INFORMATION DEEMED TO BE INCORPORATED IN PROSPECTUS 15
6.	COMPANY OVERVIEW
7.	TERMS AND CONDITIONS OF SECURITIES
8.	ADDITIONAL RISK FACTORS
9.	MATERIAL CONTRACTS
10.	ADDITIONAL INFORMATION
11.	AUTHORITY OF DIRECTORS
12.	DEFINITIONS

IMPORTANT NOTICE

This Prospectus is dated 2 May 2006.

A copy of this Prospectus was lodged with the ASIC on 2 May 2006. The ASIC takes no responsibility for the contents of this Prospectus.

No Shares or Options will be issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus. Application will be made within seven (7) days after the date of this Prospectus for permission for the Shares and Options offered by this Prospectus to be listed for Official Quotation.

Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to accept the Offers. There are risks associated with an investment in the Company and the securities offered under this Prospectus should be regarded as a speculative investment. The Shares and Options offered under this Prospectus carry no guarantee with respect to return on capital investment, payment of dividends or the future value of the Shares and Options.

Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in Section 12 of this Prospectus.

WEB SITE - ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at www.mongromining.com.gu. Any person gccessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

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

SHORT FORM PROSPECTUS

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type. Rather, the Prospectus incorporates by reference information contained in documents that have been lodged with the ASIC on certain dates.

This Prospectus refers to the prospectus disclosure document lodged by the Company with the ASIC on 1 August 2005 (August 2005 Prospectus) for the offer of 13,000,000 Shares at an issue price of 20 cents to raise a total of up to \$2,600,000. In referring to the August 2005 Prospectus, the Company:

• identifies the August 2005 Prospectus as being relevant to the Offer of Shares $(a)$ and Options under this Prospectus and containing information that will, when read in conjunction with the information in this document, provide investors and their professional advisers information to assist them in making an informed assessment of:

• the rights and liabilities attaching to the Shares and Options; and $\left($ i

• $(ii)$ the assets and liabilities, financial position and performance, profits and losses and prospects of the Company;

• refers investors and their professional advisers to Section 5 of this Prospectus $(b)$ which identifies the information in the August 2005 Prospectus deemed to be incorporated in this Prospectus;
• $|c|$ informs investors and their professional advisers that they are able to obtain, free of charge, a copy of the August 2005 Prospectus by contacting the Company at its registered office during normal business hours during the Offer Period; and
• advises that the information in the August 2005 Prospectus will be primarily of $(d)$ interest to investors and their professional advisers or analysts.

$\mathbf{1}$ . CORPORATE DIRECTORY

DIRECTORS

Warwick Robert Grigor (Chairman) Michael John Evans (Non Executive Director) Mart Rampe (Executive Director)

COMPANY SECRETARY

June Ann Atlina 1st Floor, 87 Colin Street West Perth WA 6005

PRINCIPAL BUSINESS OFFICE

Unit 4a, 20 Somerset Avenue Narellan NSW 2567 (02) 4647 9566 Telephone: (02) 4647 7332 Facsimile: Email: info@monaromining.com.au Web: www.mongromining.com.gu

REGISTERED OFFICE

1st Floor, 87 Colin Street West Perth WA 6005 (08) 9322 3076 Telephone: Facsimile: (08) 9322 5116

KYRGYZ OFFICE

7ona Noblus IIC 2nd Floor 30/1 Ibrahimov Street Bishkek 720021 Kyrgystan 996 (0) 612 901 283 Telephone: Facsimile: 996 (0) 612 901 288

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

UNDERWRITER

Douglas Financial Consultants Pty Ltd Ground Floor 65-67 Thomas Drive Chevron Island QLD 4217

AUDITORS

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

* Included for information purposes only

$2₁$ LETTER OF INVITATION FROM THE BOARD

Dear Shareholder

The Board is pleased to offer Shareholders the opportunity to participate in a pro-rata non-renounceable rights issue of Options.

All Shareholders reaistered as at 5,00pm (WST) on 11 May 2006 are entitled to participate in the rights issue of Options, on the basis of one (1) Option for every four (4) Shares held.

The Closing Date for acceptances is 5.00pm (WST) on 31May 2006 (unless the Offer is extended).

In addition, the Company is offering 900 Shares at \$1.00 per Share to raise \$900. The Company has agreed to issue all of the Shares offered under this Prospectus to one investor. Accordingly, no other investors should apply for Shares.

The Company will apply to ASX for Official Quotation of the Shares and Options.

Please read the Prospectus carefully and consult your financial adviser, accountant or stockbroker before deciding whether or not to subscribe under the Offers.

If you wish to subscribe for Options, please complete and return to the Company's Share Registry, in accordance with the instructions set out in this Prospectus, the accompanying Entitlement and Acceptance Form and Shortfall Application Form (if any) together with a cheque or bank draft made payable to 'Monaro Mining N.L.' and crossed 'Not Negotiable'.

The Board would like to take this opportunity to thank Shareholders for your support since listing and looks forward to your continued support in the future.

Yours faithfully

Warwick Grigor CHAIRMAN

$\overline{3}$ . INVESTMENT OVERVIEW

$3.1$ The Offers

The Company is making 2 separate offers pursuant to this Prospectus, being the Rights Issue and the Placement Offer.

Rights Issue

The Company is making a pro-rata non-renounceable rights issue to Shareholders who are reaistered at 5:00pm (WST) on 11 May 2006 ("Record Date") of approximately 4,625,025 Options at an issue price of 10 cents each to raise approximately \$462,500.

The Options will be offered on the basis of one (1) Option for every four (4) Shares held at the Record Date.

The Options are exercisable at \$1.20 each on or before 31 July 2007 and on the terms and conditions outline in Section 7 of this Prospectus.

The fractional entitlements to Options will be rounded down to the nearest whole number.

The Company currently has 6,350,000 unlisted options on issue. The terms and conditions of these options do not allow for the participation by the option holder in the Rights Issue. The Option holders will, however, be entitled to exercise their options in order to participate in the Rights Issue. In the event any of these options are exercised and Shares are issued prior to the Record Date, the Entitlement resulting from the issue of those Shares is not underwritten.

Placement Offer

By this Prospectus, the Company also makes an offer of 900 Shares at an issue price of \$1.00 each to raise \$900. The Company has agreed to issue all of the Shares offered by this Prospectus to one investor. Accordinaly, any other investors should not apply for Shares. An application for Shares pursuant to the Placement Offer is to be made by completing the Placement Application Form.

$3.2$ Indicative Timetable

Prospectus Lodged with ASIC and ASX	2 May 2006
Notice in relation to Rights Issue despatched to Shareholders	4 May 2006
Securities Quoted 'Ex' Rights	5 May 2006
Record Date for determining entitlements	11 May 2006
Despatch Prospectus/Opening Date for the Offers	17 May 2006
Closing Date for the Offers (excluding participating organisations of ASX)*	31 May 2006
Deferred settlement trading commences	1 June 2006
ASX notified of any under subscriptions of the Rights Issue	2 June 2006
Despatch date of holding statements for Rights Issue and Placement Offer, deferred settlement trading ends	7. June 2006

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

$3.3$ Minimum Subscriptions

The minimum subscription for the Rights Issue is 4.625.025 Options (subject to rounding differences) to raise approximately \$462,500 (before costs).

The minimum subscription for the Placement Offer is 900 Shares to raise \$900 (before costs).

If the minimum subscriptions pursuant to the Rights Issue and Placement Offer have not been raised within 4 months after the date of this Prospectus, all applications will be dealt with in accordance with the Corporations Act.

$3.4$ Rights Issue Entitlement

The number of Options to which each Shareholder is entitled ("Fntitlement") is shown on the Entitlement and Acceptance Form accompanying this Prospectus.

Shareholders may accept their Entitlement in full or part by returning a completed Entitlement and Acceptance Form to the Company's share registry by 5:00pm (WST) on 31 May 2006.

Shareholders wishing to take up all or part of their Entitlement under the Rights Issue can only do so by completing the personalised Entitlement and Acceptance Form which accompanies this Prospectus.

The issue price of the Options is 10 cents each, payable in full upon the acceptance of the offer pursuant to the Rights Issue.

It is important that Shareholders consider the Rights Issue carefully. If Shareholders are in doubt as to the course of action they should follow, they should consult their professional adviser.

$3.5$ Acceptance of Rights Issue

The offer pursuant to the Rights Issue may be accepted in whole or in part. Acceptance and payment in full of 10 cents per Option must be received before 5:00pm (WST) on 31 May 2006. Instructions for completion and lodgement of acceptances are set out on the back of the Entitlement and Acceptance Form.

If you wish to take up all of your Entitlement, complete the enclosed Entitlement and Acceptance Form in accordance with the instructions set out and lodge the form together with your cheque for the amount shown on the form so that it reaches the Company's share registry:

OR

By hand:

Monaro Minina N.L. Advanced Share Registry Services 110 Stirling Highway Nedlands WA 6009

By post: Monaro Minina N.L. Advanced Share Registry Services PO Box 1156 Nedlands WA 6909

by no later than 5:00pm (WST) on 31 May 2006.

Cheques and drafts should be made payable to "Monaro Mining NL" and crossed "Not Negotiable".

If you wish to take up part of your Entitlement, complete the enclosed Entitlement and Acceptance Form in respect of the Options you wish to take up in accordance with the instructions set out in the form and lodge the form together with your cheque for the relevant amount (being the number of Options you wish to take up multiplied by 10 cents per Option) so that it reaches the Company's share reaistry by no later than 5:00pm (WST) on 31 May 2006.

If you do not wish to take up any of your Entitlement, you do not need to take any action and your entitlement to the Options will lapse.

Those people applying for Shortfall Options should complete the Shortfall Application Form.

$3.6$ Underwriting of Rights Issue

The Rights Issue is fully underwritten by Douglas Financial Consultants Pty Ltd. A summary of the Underwriting Agreement is set out in Section 9.1 of this Prospectus.

$3.7$ Shortfall

The offer of Options under the Shortfall is independent from the Rights Issue and will remain open after the Rights Issue has closed for a period necessary to complete the Shortfall Offer. The issue price of any Options offered pursuant to the Shortfall Offer shall be at 10 cents, being the price at which the Rights Issue has been offered to Shareholders pursuant to this Prospectus. Neither the Underwriter nor the Directors can guarantee that any application to participate in the Shortfall Offer will be successful. In relation to the Shortfall Offer, the Underwriter reserves the right to issue a lesser number of Options than the number for when the application applies, or to reject an application. If the number of Options allotted is fewer than the number applied for, surplus application monies will be refunded in full. Interest will not be paid on monies refunded.

$3.8$ Closing Date

The Closing Date for the Offers is 5:00pm (WST) on 31 May 2006.

$3.9$ Allotment

Application monies will be held in trust for applications until allotment of the securities pursuant to the Offers. Interest earned on the application monies will be retained for the benefit of the Company.

The Shares and Options will be allotted and issued as soon as practicable after the Closing Date. Statements of holding for the Shares and Options will be mailed as soon as possible after the Closing Date.

No Shares or Options will be allotted and issued on the basis of this Prospectus later than thirteen (13) months after the date of this Prospectus.

$3.10$ Stock Exchange Quotation

Application for official Quotation of the Shares and Options by ASX will be made by the Company within seven (7) days of the date of this Prospectus. Application for official Quotation of Shares that will be allotted and issued as a result of the exercise of Options issued under this Prospectus will be made within three (3) Business Days of allotment and issue.

If the Shares and Options are not admitted to official Quotation within three (3) months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, no further Shares and Options offered by this Prospectus will be issued or granted and if any issue of the Shares or Options offered by this Prospectus has then occurred the issue will be void by the operation of section 723 of the Corporations Act. In that circumstance, all applications will be dealt with in accordance with Section 724 of the Corporations Act.

$3.11$ Overseas Shareholders

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

In accordance with the requirements of the ASX Listing Rules, the Company has decided that it would be unreasonable to extend the Rights Issue to Shareholders with reaistered addresses outside of Australia and New Zealand having regard to:

• the numbers of Shareholders with reaistered addresses outside of Australia $(a)$ and New Zealand:
• the number and value of the Options and Shareholders with registered $(b)$ addresses outside of Australia and New Zealand would otherwise be offered: and
• (c) the cost of complying with legal requirements and requirements of the requiatory authorities in countries outside of Australia and New Zealand.

Copies of this Prospectus, without an Entitlement and Acceptance Form, will be sent to these Shareholders, together with an explanatory statement notifying those Shareholders that the offer of Options is not being made to them.

$3.12$ CHESS

The Company participates in the Clearing House Electronic Subregister System ("CHESS"). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd ("ASTC"), a wholly owned subsidiary of ASX, in accordance with the Listing Rules and ASTC Settlement Rules.

Under CHESS, the Company will not issue Share or Option certificates to investors. Instead, holders of Shares and Options will receive a statement of their holdings in the Company. If an investor is broker-sponsored, ASTC will send to the investor a CHESS statement.

$3.13$ Privacy Act

If you complete an application form pursuant to the Offers you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution of payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company share reaistry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its reaistry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the application for Shares and Options, the Company may not be able to accept or process your application.

$3.14$ Enquiries

If you have any questions concerning the Rights Issue or the Placement Offer, please feel free to contact our office by telephone on (08) 9322 3076 or by facsimile on (08) 9322 5116 or contact your professional advisor.

$\mathbf{A}$ PURPOSE AND EFFECT OF THE ISSUE

4.1 Purpose of the Offers and Use of Funds

The purpose of the Rights Issue and Placement Offer is to raise approximately \$463,400. The proceeds of the Offers will be used to fund exploration on uranium exploration tenements in the Kyrayz Republic and for working capital purposes.

Use of Funds
Exploration in Kyrgyz Republic	298,800
Working Capital	99,600
Cost of the Offers	65,000
TOTAL	463,400

The Company intends to use the funds raised in the Offers as follows:

The application of the funds raised from the Offers as set out above reflects the current intention of the Company. The actual application of funds may vary dependent on circumstances and other opportunities.

$\Delta$ 2 Effect of the Offers and Pro Forma Balance Sheet

The principal effect of the Rights Issue and Placement Offer will be to:

• increase cash reserves by approximately \$398,400 after deducting $(a)$ estimated expenses of the Offers and assuming all Shares and Options offered under this Prospectus are issued:
• increase the number of Shares on issue from 18.500,100 as at the date of $(b)$ this Prospectus to up to 18,501,000 Shares; and
• $(c)$ increase the number of Options on issue from 6,350,000 as at the date of this Prospectus to up to 10,975,025 Options.

To illustrate the effect of the Offers on the Company, a Pro Forma Balance Sheet has been prepared as at 31 December 2005.

If all the Options offered are issued and eventually exercised, then the number of Shares on issue will increase by 4.625.025 Shares and the Company will receive \$5,550.030 in subscription funds in connection with such exercise.

BALANCE SHEET

	Reviewed 31 December 2005	Significant events subsequent to 31 Dec 2005	Adjustments	Unaudited Proforma
ASSETS
Current Assets
Cash and cash equivalents	2,552,108		398,400	2,950,508
Receivables	18,917			18,917
Other financial assets	3,339			3,339
Total current assets	2,574,364	٠	398,400	2,972,764
Non Current Assets
Other financial assets	40,000	3,633,000		3,673,000
Property, plant and equipment	10,072			10,072
Total non current assets	50,072	3,633,000	ш	3,683,072
TOTAL ASSETS	2,624,436	3,633,000	398,400	6,655,836
LIABILITIES
Current Liabilities
Payables	89,799			89,799
Borrowings
Total current liabilities	89,799			89,799
TOTAL LIABILITIES	89,799			89,799
NET ASSETS/(LIABILITIES)	2,534,637	3,633,000	398,400	6,566,037
EQUITY
Issued Capital	2,724,859	3,633,000	398,400	6,756,259
Accumulated losses	(190, 222)			(190, 222)
TOTAL EQUITY	2,534,637	3,633,000	398,400	6,566,037

Key Assumptions to the Pro Forma Statement of Financial Position

Included in the pro forma statement of financial position are the following adjustments:-

• $\left{ i\right}$ The issue of 900 Shares pursuant to the Placement Offer to raise \$900 before costs:
• The issue of 4,625,025 Options pursuant to the Rights Issue to raise \$462,502 $(ii)$ before costs: and
• $(iii)$ The payment of costs totalling \$65,000 which are paid from the proceeds of the Offers pursuant to this Prospectus.

Significant Events Subsequent to 31 December 2005:

The significant events subsequent to 31 December 2005 which have impacted the Balance Sheet and are included in the pro forma statement of financial position are as follows:

• $(i)$ Issue of 3,500,000 Shares pursuant to the Carbeck Agreement valued at 57.6 cents per share totaling \$2,016,000 as part consideration for the purchase of shares in Carbeck:
• $(ii)$ Issue of 3,000,000 Unlisted Options at an exercise price of 40 cents each expiring on 30 June 2007 valued at 27.1 cents each per option totaling \$813,000 as part consideration for the purchase of shares in Carbeck; and
• $(iii)$ Issue of 3,000,000 Unlisted Options at an exercise price of 60 cents each expiring on 31 December 2008 valued at 26.8 cents each totaling \$804,000 as part consideration for the purchase of shares in Carbeck.

Pro forma Capital Structure of the Company

Shares

The details of Shares on issue in the Company as at the date of this Prospectus are as follows:

Shares on issue as at the date of this Prospectus	18,500,100
Shares issued pursuant to the Placement Offer	900
Total Shares on Issue	18,501,000

Partly Paid Shares (paid to 0.001 cents, 19.999 cents unpaid)	5,200,000
----------------------------------------------------------------------	-----------

Options

Upon completion of the issue of Options under this Prospectus, the details of the Options on issue will be as follows:

Options on issue as at the date of this Prospectus (i)	6,350,000
Options offered pursuant to the Rights Issue (ii)	4,625,025
Options to be issued to Underwriter (iii)	250,000
Total Options on issue	11,225,025

• $(i)$ Options on issue at the date of this Prospectus include:
• 3,000,000 Unlisted Options exercisable at 40 cents on or before 30 June 2007; $\bullet$
• 3,000,000 Unlisted Options exercisable at 60 cents on or before 31 December 2008; $\bullet$ and
• 350,000 Employee Options exercisable at \$1.07 on or before 19 April 2011. $\bullet$
• $(ii)$ Options to be issued pursuant to this Prospectus:
• 4,625,025 Options exercisable at \$1.20 on or before 31 July 2007 under the Rights $\bullet$ Issue; and
• $(iii)$ 250,000 Options exercisable at \$1.20 on or before 31 July 2007 to be issued to the Underwriter pursuant to the Underwriting Agreement as set out in Section 9.1 of this Prospectus

$5.$ INFORMATION DEEMED TO BE INCORPORATED IN PROSPECTUS

$5.1$ Short Form Prospectus

This Prospectus is a short form prospectus issued in accordance with Section 712 of the Corporations Act. This means that this Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type. However, it incorporates by reference information contained in previous documents that have been lodged with the ASIC.

The information to be incorporated by reference into this Prospectus is summarised below in sub-section 5.2 and will primarily be of interest to investors and their professional advisers or analysts.

The Company informs investors and their professional advisers that they are able to obtain, free of charge, a copy of the August 2005 Prospectus by contacting the Company at its registered office during normal business hours during the Offer Period. The August 2005 Prospectus will also be available by searching the ASIC's records in relation to the Company, or by visiting the Company's website at www.monarominina.com.au.

$5.2$ Summary of Information Deemed to be Incorporated - August 2005 Prospectus

Set out below is a description of the nature of the information contained in the August 2005 Prospectus that is deemed to be incorporated in this Prospectus to assist investors and their professional advisers to determine whether, for the purposes of making an informed investment decision in relation to the Shares and Options offered by this Prospectus, they should obtain a copy of the August 2005 Prospectus.

The Sections referred to below are references to sections in the August 2005 Prospectus.

Section 5 - Company Overview

Section 5 contains information relating to the history of the Company, objectives and strategies that have been developed and implemented and an overview of the Company's projects in the Lachlan Fold Belt in New South Wales, namely the Mayfield Project, Captains Flat Project, Mt Paynter Project and Michelago Project,

Section 6 - Independent Geologist's Report

Section 6 contains the Independent Geologist's Report prepared by the Independent Geologist, Rangott Mineral Exploration Pty Ltd which describes in detail the geological setting and mineralisation, prior exploration and current prospectivity of the Company projects located in the Lachlan Fold Belt in New South Wales.

Section 7 - Tenement Consultants Report on Tenements

Section 7 comprises a report on titles and applications held by the Company prepared by AMTS Pty Limited, mining and exploration title consultants. This report confirms the ownership, status and validity of the exploration licences held by the Company.

Section 8 - Independent Accountant's Report

Section 8 comprises the Independent Accountant's Report prepared by Stanton Partners Corporate Pty Ltd. The report was included in the August 2005 Prospectus to assist investors and their professional advisers in making an assessment of the financial position of the Company.

The Independent Accountant's Report contains audited statements of financial performance for the years ended 30 June 2004 and 30 June 2005, audited statement of financial position as at 30 June 2005, an unaudited pro-forma statement of financial position as at 30 June 2005 adiusted to show the financial effect on the Company assuming various transactions (including the issue of the Shares offered under the August 2005 Prospectus) had taken place as at 30 June 2005, and notes on the actual and pro-forma financial information.

Section 9 - Directors and Corporate Governance

Section 9 contains information relating to each of the Directors of the Company, the Company Secretary and details of the Company's corporate governance policies and procedures.

Section 10 - Risk Factors

Section 10 notes that an investment in the Company carries certain risks and describes a number of factors that may impact on the success and future profitability of the Company. The factors referred to include economic risks, market conditions, exploration success, operating risks, resources estimates, commodity price and exchange rate risks, environmental risks, title risks and native title.

Section 11 - Material Contracts

Section 11 summarises the terms of certain contracts which in the opinion of the Directors are or may be material in terms of the offer of Shares under the August 2005 Prospectus of the operation of the Company's business, or which may otherwise be material to a potential investor in making an informed investment decision.

These contracts are listed below:

• $(a)$ Facilities Sharing Agreement;
• $(b)$ Consultancy Agreement with Harvest Exploration Pty Ltd;
• $(c)$ Office Space Use Aareement:
• $(d)$ Loan Advances by Directors: and
• $(e)$ Michelago Agreement.

Section 12 - Additional Statutory and Other Information

Section 12 sets out additional information required to be disclosed in the August 2005 Prospectus, including information relating to:

• rights attaching to securities; $(a)$

• $(b)$ interests of the Directors of the Company;

• $(c)$ details of the consents of persons named in the August 2005 Prospectus and those persons who prepared reports for inclusion in the August 2005 Prospectus;

• $(d)$ interests of persons named in the August 2005 Prospectus;
• $(e)$ availability of documents for inspection;
• $(f)$ a statement that the Company is not currently involved in any material legal proceedings, nor any legal proceedings pending or threatened against the Company; and
• a breakdown of the estimated expenses of the offer of Shares pursuant to $(g)$ the August 2005 Prospectus.

Section 14 - Glossary

The glossary defines and explains various terms and abbreviations used in the August 2005 Prospectus.

5.3 Events subsequent to the August 2005 Prospectus

Investors are referred to Section 6 of this Prospectus for a summary of events subsequent to the August 2005 Prospectus.

COMPANY OVERVIEW $\mathbf{A}$ .

$6.1$ Overview

A comprehensive overview of the Company is set out in the August 2005 Prospectus. Persons considering subscribing for Shares or Options under this Prospectus should refer to Section 5 of this Prospectus for a summary of the information contained in the August 2005 Prospectus deemed to be incorporated in this Prospectus, together with the information set out in this Prospectus.

$6.2$ Uranium and Gold Projects in the Kyrgyz Republic

Subsequent to the issue of the August 2005 Prospectus and the listing of the Company on ASX, the Company has acquired all the issued capital in Carbeck Pty Ltd. Carbeck holds all the issued shares in Zona Noblus LLC which in turn holds 100% interests in seven uranium exploration projects and one gold exploration licence in the Kyrayz Republic.

Zong Noblus LLC is a Kyrayz Republic incorporated company and, as mentioned above, is a wholly owned subsidiary of Carbeck Pty Ltd. Zona Noblus LLC will continue to be the reaistered holder of the licences and will be the main operating company in the Kyrgyz Republic. The location of the Kyrgyz uranium and gold properties is illustrated in the following figure.

Previous exploration

The Kyrgyz Republic was the source of the first uranium mined in the CIS, commencing in the late 1930s and continuing until the 1970s. All of this activity was prior to the development of In-Situ Leaching (ISL) techniques and involved conventional mining and milling methods. Mining ceased when the focus of the CIS uranium production shifted to sandstone hosted. ISL amenable deposits in Kazakhstan and Uzbekistan.

Historical exploration and development reports for works completed by USSR aeological and engineering departments have been translated, with a further assessment of previous exploration results currently being undertaken. Whilst uranium mineralisation has been delineated on the licences, it should be noted that the CIS methodology used for assessment purposes is not recognised as being adequate for the JORC Code standards and further work is required before any such determinations can be made. Notwithstandina the qualifications, the reports reviewed to date provide details of extensive exploration and sampling programs comprising surveys, surface sampling, trenching, excavation of adits, drilling and in some cases mining activities.

Over the coming months the Company will carry out field work that will comprise confirmatory sampling, drilling and metallurgical test work. However, there is no quarantee that this work will enable the calculation of JORC Code compliant mineral resources. Information will be released to the market as it comes to hand.

A summary of the licences acquired by the Company are set out below. Each licence has an initial life of two vears, after which it is expected that 20% of the Licence will be relinguished before it is renewed. Five of the licences were granted in February 2005, with the other two granted in October 2005. The expenditure commitments are set at US\$50km2, requiring a minimum expenditure of approximately AUD\$250,000.

Aramsu Licence

The total area of the Aramsu Licence is 756 km2. It is in an easily accessible location only several kilometres from a sealed road, and approximately three hours drive from Bishkek, the main city and capital of the Kyrgyz Republic. The licence is prospective for primary uranium mineralization associated with latestage magmatic epithermal fluids and sulphide mineralization. Work completed by the Soviets has clearly delineated uranium mineralisation within the licence area and thus demonstrates the merits of the licence. However, it is unlikely that the scale of this mineralisation would warrant development in isolation and extensions will need to be proved to reach a critical mass. The Company believes that this is achievable in this extensively mineralised environment using modern exploration techniques and has commenced an exploration program to determine the extent of the mineralisation. The program has a two fold strateav. In the first instance, work will focus on extending the known limits of the above mentioned Soviet derived mineralisation in the Central Aramsu area. Work will entail mappina, radiometric surveys and percussion drilling. A regional approach to exploration will also be adopted, focusing on a 100 km2 zone centred on the above prospect. In this case, work will focus on the delineation of key structures, limited aeochemical and radiometric sampling followed by IP and TEM surveys where appropriate.

Recent work by the Company or its subsidiaries has included the completion of a GIS database and georeferencing of plans of the Central Aramsu area. In addition, the establishment of a structured database including digitized topography to create a DTM and manipulation of plans, sections etc into electronic layers in Mapinfo have also been completed. Exploration archives, including the main report of the Susamyr Expedition were checked for further useful regional data. On a local level, a number of drill hole logs for the Central Aramsu deposit have been found, including 5 out of 12 surface holes and 30 of 62 underground holes. The urgnium content of drill core from program (completed in 1962) was largely assessed by gamma-logging.

Work planned for immediate future includes field checking key areas of the licence for potential EM surveying and assessment of clay alteration geochemistry as an aid in the detection of deeper buried targets. The potential for helicopter-borne aeromaanetic survevina will also be considered.

Naryn Licence

The Narvn Licence comprises an area of 520 km2 and is located in the territory of Aksy and Nooken districts in the Jalalabad region of the Kyrgyz Republic. It is in an easily accessible location with access yia aravel roads that were constructed at the time of underground mining on the licence in the late 1960s, though access can be restricted in poor winter weather. Sealed roads exist elsewhere on the Licence. High voltage power lines traverse the licence in a number of places.

This licence covers the most prospective part of the Northern Fergang uranium province where geological studies in the 1940s and 1950s identified uranium mineralisation within Middle Jurassic rocks. Stratabound uranium deposits associated with bitumen and organic material within carbonate horizons is the main target type within this prospecting licence. In the late 1960s underground mining was conducted on the limestone beds within the Naryn Licence but ceased when large open pittable uranium deposits were found in neighbouring Uzbekistan. The limestone beds that host the uranium have been mapped on surface over a strike length of 27 km. The main uranium minerals identified within these beds include pitchblende and uranium vanadate.

Archive searches by the Company have been successfully in the recovery of exploration reports for the main prospects located within the licence area. These data have included geological and geophysical evaluation data. In addition, logs were acquired for 19 of 32 drill holes from the Shing and Balapan deposits. Compilation of data into a structured GIS database is set to commence shortly. This will be followed by an assessment of the data with the view to prioritising taraets.

Sumsar Licence

This licence covers an area of 392 km2 and is located in the Ala-Buka region of the Jalalabat oblast of the Kyrayz Republic. The region features high mountains up to an altitude of 2,400m. There is a well developed network of sealed roads with lesser auglity gravel roads. As for the Narvn Licence, stratabound uranium deposits associated with organic material within carbonate reservoirs is the main target type. The limestone beds within the Sumsar Licence demonstrate high porosity and permeability with strong mineral content including uranium mineralisation. Mineralisation of this type was mined in the 1950s but detailed records have not yet been obtained.

During the last quarter, archive searches were successfully completed resulting in the discovery of exploration reports for the main prospects located within the licence area. Rights to explore for polymetals on the Sumsar licence were also acquired. During the next quarter, compilation of data into a structured GIS database will be commenced. This will be followed by an assessment of the data with the view to prioritising targets.

Soqui Licence

The total area of the Sogul Licence is 683 km2. It is located in the Batken and Lailak districts of the Kyrgyz Republic. Permeation and precipitation of uraniumenriched fluids through highly-fractured silica rich, carbonaceous black shales is the main exploration target in this licence. This licence hosts mineralisation similar to that found in deposits in neighbouring Uzbekistan (Koscheka, Djantuar, Rudnoe, Altyntau, Novoe). The mineralisation is hosted by siliceous black shales typically containing pitchblende and uranyl-vanadate-phosphates. Anomalous amounts of molybdenum, vanadium, yttrium and gold have also been recorded. The Koktobinskoe Prospect was first explored in 1956 and features mineralised clays which have been mapped over a 6km aerial extent. Other prospects that provided interesting results requiring follow-up work include Chirakty, Akbulak, Murgun and Lailak.

During the last quarter, attempts were made to recover two key reports relative to this licence. These data include the closing report on exploration on the area by the Leninobad Mining, Chemical and Exploration Company and the report on drilling activities carried out by the Krasnakomsky Expedition from c.1985 to 1991. These attempts have been unsuccessful so far, but further approaches are to be made via the Kyrayz Ministry to access the Central Archives in Moscow and also through the Ministry in Tashkent via 'Kyzyl Tebir', the nascent organization descending from the Krasnokomsky Expedition. In addition, field reconnaissance to confirm evidence of previous drill programs and georeferencing of boundaries to the drilling activity is expected to commence shortly.

Utor Licence

The Utor Licence comprises an area of 936 km2. It is located in the territory of Choy, Kochkor and Naryn oblasts of the Kyrayz Republic. This licence demonstrates a similar geological environment to the Aramsu Licence. Veins and shears within hydrothermally-altered sandstone adjacent to granitoid intrusives are the main uranium target types where sulphides are typically associated with the uranium mineralization. As a result of exploration carried out during the 1940's and 1950's, small uranium deposits have been identified at the Atdjayloo 1, Atdjayloo 2 and Utor-Tuyuk Prospects which are hosted by sandstone beds up to 20m thick and mapped intermittently over a 10km strike lenath. Uranium mineralisation is found in lenses varying in width from 1-2m to 10-12m, in three zones.

Recent attempts by the Company to source data relevant to this licence from the Volkov Expedition in Kazakhstan were unsuccessful. However, based on other data sources, six key target areas out of 113 deposits have been revealed as a result of exploration work carried out during the 1950's. The immediate work program will assess the need for helicopter-borne aeromagnetic surveying as part of a combined approach with the Aramsu licence.

Diurasay and Hodiacchkan Licences

These two licences are prospective for black shale hosted, Carlin-style aold mineralization enriched in uranium. These licences are located in the southwestern part of the Kyrgyz Republic. Whilst information is still being compiled and translated, both licences are known to cover areas prospective for uranium mineralistion. The Diurasay Licence covers an area of 386 km2, whereas the Hodjaachkan covers an area of 776 km2. A work program was recently submitted to the Kyrgyz Ministries in order to carry out exploration activities. At the same time, licence conditions were extended to allow the Company to explore for polymetals as well as uranium. Maps covering regional scale aeromagnetic and radiometry data were also obtained. Reconnaissance of licence areas and interpretation of regional data to assess priority greas is to commence shortly.

Gavasai Gold Licence

The Gavasai Licence is prospective for gold-quartz hosted shear zones and pullapart structures located on the edge of the Chatkal Valley region. Encouraging trench arades have been documented in a number of exploration reports. A large conceptual ore body is considered viable for this licence.

The Soviets identified two interconnected shear zones hosting six mineralised zones that range from 200m to 600m in strike and up to 5m wide.

Recently, the Company has completed the establishment of a GIS database and geo-referencing of plans and gerial photographs of the Digl-Kokildak great (6 km2). A short program of structural and alteration mapping is due to commence shortly to auament and expand the previous structural interpretation. This work is expected to define drill targets that will be subsequently tested upon the securing of suitable drilling contractors.

Appointment of County Manager for Kyrayz Republic

In December 2005 the Company appointed Mr Steve McRobbie as the Project Manager for the Kyrgyz Republic project. Mr McRobbie holds BSc. (Honours) Geology - First Class from the University of St Andrews, Scotland and a MSc. Mining Geology from the University of Exeter- Camborne School of Mines, England. Mr McRobbie has 14 years experience in evaluatina, establishina and managing geological projects in Africa, Europe and the CIS countries, for both junior and senior companies. The past four years have been spent developing gold and base metal projects in Central Asia. Aside from his technical skills, he is conversant in French, Portuguese, Spanish and Russian languages.

$6.3$ NSW Mineral Properties

Following the Company's admission to the Official List in September 2005, the Company has commenced exploration work on its prospects located in southern New South Wales. This work has entailed following up on prospects identified in the 2005 Prospectus as warranting attention.

Mayfield Project EL 6358, (MRO 80%)

The Company is the operator of a joint venture on this licence which is located 50 kilometres south-east of Canberra. The licence covers the Mayfield and other copper-gold skam deposits. The eastern portion of the project area covers the Adaminaby Group flysch sediments (quartz-rich greywackes, shales, slates,

cherts and siltstones) of Late Ordovician age. The western half of the tenement is underlain by Late Silurian age sediments, tuffaceous sediments and a series of acid volcanics intruded by the Boro Granite.

Recent geophysical work by Monaro has suggested that the Mayfield Prospect is one of several skarn occurrences associated with the northern extension of the Braidwood Granodiorite. Furthermore, this work has revealed a number of discrete high amplitude magnetic anomalies associated with known magnetite altered skarn deposits. A total of 8 discrete magnetic anomalies have been delineated in this manner.

These will now be subject to around inspections and evaluations. It is anticipated that this will result in a number of anomalies being drill tested in due course.

Captains Flat Project EL 6381, (MRO 100%)

Exploration Licence No. 6381 is underlain by Silurian volcanics and sediments of the Hoskinstown Group which occur over a 39 kilometre strike lenath and 3 kilometre width. These rock units are prospective for Volcanogenic Massive Sulphide (VMS) deposits and host the now closed Lake George Mine. The Lake George Mine in the modern era produced 406,418 tonnes of zinc, 243,851 tonnes of lead, 27,230 tonnes of copper, 236.4 tonnes of silver and 220,000 ounces of gold from over four million tonnes of ore before mining ceased in the early 1960's. Based on recent assessments by the Company, it has been concluded that nine specific prospect areas have favourable mineral potential, and recommendations have been made for their further assessment. These include the Lake George Mine Deeps, Vanderbilt Hill and Jerangle Prospects.

A number of other prospects within the licence area have been identified as being prospective for gold and or base metals and these will be followed up once available aeophysical data has been reprocessed and interpreted.

Mount Paynter EL 6356, (MRO 100%)

Exploration Licence 6356 contains the Mt Paynter tin and fungsten lode together with a number of smaller lodes all of which are hosted by an acid igneous intrusive. This lode mineralisation has been well defined by diamond and percussion drilling by previous explorers. A review of the previous drilling and geological data confirms a well defined body of tin and tungsten mineralisation.

Drill testing the extensions of the currently known mineralisation will be the next step in the further evaluation of this prospect.

Michelago EL 6376 and ELA 2637, (MRO 100%)

Both Exploration Licence 6376 and Exploration Licence Application 2637 contains a typically volcanogenetic environment which is host to a number of base metal and gold prospects. Initial assessment by the Company has so far identified as a matter of priority, the Cosarove Hill-Billilingra and Woolshed South prospects as prospective for gold and zinc mineralisation respectively.

To assist in the assessment of the prospectivity of both tenements, an airborne fixed-wing magnetic and radiometric survey has been commissioned. This work will entail surveying the entire tenement areas. It is anticipated that the level of detail generated as a result of the survey will lead to a greater understanding of the mineral controls within the area and will provide the basis for targeting areas and prospects suitable for further evaluation.

Wymah Prospect ELA 2636 and ELA 2694, (MRO 100%)

ELA 2694 has been lodged with the NSW Department of Primary Industries to cover an extensive Molybdenum (Mo) ridge soil anomaly delineated by North Broken Hill during the early 1970's. The anomaly is up to 2400 metres long and 600 metres wide and is hosted by Koeting Granite of Early Silurian age. No exploration work has been conducted on the anomaly since this time. This ELA is located directly to the north of the Wymah Prospect which has been secured under ELA 2636 and is prospective for tin, tungsten and molybdenum. A review of the prospectivity of both ELA's will be undertaken over the coming months.

$\overline{7}$ . TERMS AND CONDITIONS OF SECURITIES

$7.1$ Terms and Conditions of Options

The material rights and liabilities attaching to the Options are as follows:

• (a) each Option entitles the holder to one (1) Share in the Company:
• application will be made to ASX for the Options to be aranted auotation. If $(b)$ the Options are exercised the Company will apply for the Shares thereupon issued to be granted quotation. Such Shares will rank equally from the date of issue with all other Shares on issue;
• the Options are exercisable at any time on or prior to 5,00pm (WST) on 31 $(C)$ July 2007 by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company;
• the Option exercise price is \$1.20 per Option; $(d)$
• an Option does not confer the right to a change in exercise price or a $(e)$ change in the number of underlying securities over which the Option can be exercised;
• subject to the Corporations Act and the Company's Constitution, the $(f)$ Options are freely transferable:
• all Shares issued upon exercise of the Options will rank pari passu in all $\alpha$ respects with the Company's then issued Shares;
• there are no participating rights or entitlements inherent in the Options and $(h)$ holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will aive optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue: and
• if at any time the issued capital of the Company is reconstructed or $\left($ i) reorganised, all rights of an option holder are to be changed in a manner consistent with the Corporations Act and as required to comply with the Listing Rules at that time.

$7.2$ Rights attaching to Shares

Full details of the rights attaching to Shares are set out in the Company's Constitution a copy of which can be inspected, free of charge, at the Company's registered office during normal business hours.

The Shares issued upon the exercise of the Options and Shares issued pursuant to the Placement Offer will have the rights, privileges, liabilities and restrictions attaching to the Shares including (but are not limited to) the following:

$(a)$ 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.

$(b)$ 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.

$(C)$ 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.

$(d)$ 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.

$(e)$ 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 $(f)$

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.

$(q)$ 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 auarters of the Shareholders of the Shares.

$(h)$ 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.

$\left($ i 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 $(1)$

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.

ADDITIONAL RISK FACTORS 8.

As noted above, section 10 of the August 2005 Prospectus states that an investment in the Company carries certain risks and describes a number of factors that may impact on the success and future profitability of the Company. The factors referred to in the August 2005 Prospectus include economic risks, market conditions, exploration success, operating risks, resources estimates, commodity price and exchange rate risks, environmental risks, title risks and native title.

Subsequent to the issue of the August 2005 Prospectus the Company has acquired interests in the Kyrgyz Republic. Additional risk factors to be considered by investors in subscribing for Shares and Options under this Prospectus are set out below.

The Shares and Options offered under this Prospectus are considered Neither the Company nor the Directors warrant the future speculative. performance of the Company or any investment made pursuant to this Prospectus.

The Directors recommend that shareholders and potential investors examine the contents of the August 2005 Prospectus together with this Prospectus and rely on advice of their professional advisers before deciding whether or not to apply for securities pursuant to this Prospectus.

Sovereign risk

The Company has acquired interests in the Kyrgyz Republic. Future government activities concerning the economy, foreign ownership or the operation and requigition of facilities such as mines or mineral exploration operations, could have a sianificant effect on the Company. It is not possible to augrantee that the current political and economic climate in the Kyrgyz Republic will continue if there is a social or political upheaval or a change in leadership in the country.

The Company's Kyrgyz Republic interests are subject to various sovereign risks including the adverse political developments, war and civil conflict, changes in and uncertainties associated with government policy and laws, lack of law enforcement, labour unrest and changes in the ability to enforce legal rights. Should such sovereign risks arise they could potentially have a significant adverse impact on the profitability and viability of the Company's operations.

Future Capital Needs and Additional Funding

The future capital requirements of the Company will depend on many factors including the results of future exploration and work programs both in Australia and overseas. The Company believes its cash, receivables and net proceeds of these Offers are adeauate to fund continued investment and development of the Company's projects in the immediate short term.

Should the Company require additional funding, there can be no assurance that additional financing will be available on acceptable terms, or at all. Any inability to obtain additional finance, if required, would have a material adverse effect on the Company's business and its financial condition and performance.

9. MATERIAL CONTRACTS

$9.1$ Underwriting Agreement

The Rights Issue is fully underwritten by Douglas Financial Consultants Pty Ltd. Pursuant to the Underwriting Agreement, the Company has appointed Douglas Financial Consultants Pty Ltd to act as the Underwriter to the Rights Issue.

The Company has agreed to pay the Underwriter (exclusive of GST) an Underwriting fee of \$18,500 and issue 250,000 Options exercisable at \$1.20 on or before 31 July 2007.

$9.2$ Carbeck Agreement

On 20 January 2006, the Company entered into the Contract for the Sale of all the issued shares in Carbeck Pty Ltd ("Carbeck") with Perseus Mining Limited, Alexander Becker, Vetan Investments Limited, Sergei Shestaev and Yaroslav Bandurak (collectively referred to as the "Carbeck Shareholders")("Carbeck Agreement"). Carbeck is the holder of all the issued shares in Zona Noblus LLC which is the holder of the Uranium Licences as defined in the Carbeck Aareement.

Settlement under the Carbeck Agreement occurred on 30 January 2006.

Pursuant to the Carbeck Agreement the Company acquired all of the issued capital of Carbeck, namely 10 ordinary fully paid shares ("Carbeck Shares") and 5 options exercisable \$1.00 each on or before 31 December 2006 ("Carbeck Options").

In consideration of all of the issued capital of Carbeck, the Company aareed to issue to the Carbeck Shareholders:

• 3,500,000 Shares issued on 31 January 2006; $\bullet$
• 2,000,0000 Shares within fourteen days of the granting of the mining $\bullet$ licence and all mining, environmental and export approvals required for a uranium mining operation covering part of any of the Uranium Licence areas:
• 3,000,000 unlisted options to acquire Shares in the Company exercisable at 60 cents on or before 31 December 2008 issued on 31 January 2006; and
• 3,000,000 unlisted options to acquire Shares in the Company exercisable at 40 cents on or before 30 June 2007 issued on 31 January 2006.

In addition, the Company agreed to pay the Carbeck Shareholders a royalty of one (1) percent of gross revenue from any mines developed within the area of the Uranium Licences, payable from each such mine from when cumulative sales of product from mining operations exceed the total cumulative costs of direct mine operating expenses and the cost of mine and plant infrastructure for the first time.

$9.3$ Employee Share Option Plan

The Company has adopted an employee share option plan ("Plan") which authorises the Directors to offer incentive options to "Eligible Persons" or their nominees. Set out below is a summary of the terms of the Plan which were approved by Shareholders at the General Meeting of the Company held on 11 January 2006.

"Eligible Persons" as defined in the Plan means any executive officer, permanent part-time employee, full-time employee, consultant, contractor, director of the Company or an Associated Body Corporate.

Under the Plan the Directors may offer options to Eligible Persons. The options will be offered for no consideration but the exercise price for the options will be a price determined by the Directors which must not be less than the greater of 70 cents and the weighted average sale price of a Share on 5 business days preceding the grant of the options.

The total number of options which may be issued under the Plan must not exceed 7.5% of the number of Shares on issue.

The options will not be listed and are non-transferable except with the prior written approval of the Board.

Options will have an exercise period expiring the earlier of the date being 5 vears from the date of arant of the options and the date 30 days after the Eligible Person ceases to be an Eligible Person of the Company. Special provisions apply in the event of incapacity, death or retirement of an Eligible Person.

Directors and their associates cannot be offered or granted options under the Plan unless specific shareholder approval is first obtained in accordance with the requirements of the Listing Rules.

The terms of options issued under the Plan will be subject to other terms and conditions including those necessary to comply with the Corporations Act and Listing Rules.

$10₁$ ADDITIONAL INFORMATION

$10.1$ Market Prices of Shares and Options

Official Quotation of the Shares commenced on 15 September 2005.

The highest and lowest recorded market sale prices of the Shares guoted on ASX during the period from commencement of Official Quotation to the date of this Prospectus were \$1,38 on 4 April 2006 and 27 cents on 15 September 2005.

The last market sale price of the Shares on ASX on the last day that trading took place in the Shares prior to the date of this Prospectus was \$1,00 on 1 May 2006.

$10.2₁$ Taxation

Investors should seek and rely on their own professional taxation advice in relation to an investment in the Company.

$10.3$ Continuous Disclosure and Documents Available for Inspection

The Company is listed on ASX and its Shares are auoted on ASX.

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

Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an office of the ASIC. This includes the August 2005 Prospectus referred to in Section 5 of this Prospectus.

The Company will provide a copy of all documents used to notify ASX of information relating to the Company under the provisions of the Listing Rules since Official Quotation of its Shares on 15 September 2005. As at the time of lodging this Prospectus such documents were:

Date	Announcement
27 April 2006	Appendix 3B
27 April 2006	Third Quarter Cash Flow Report
27 April 2006	Third Quarter Activities Report
21 April 2006	Pro Rata Non Renounceable Option Entitlement Issue - Update
31 March 2006	Pro Rata Options Entitlement Issue
17 March 2006	Operations Update - Kyrgyz Uranium & Gold Projects
10 March 2006	Half Year Accounts
2 February 2006	Change of Director's Interest Notice
31 January 2006	Acquisition Settlement and Appendix 3B
30 January 2006	Second Quarter Cashflow Report

30 January 2006	Second Quarter Activities Report
24 January 2006	Granting of Advanced Gold Exploration Project
24 January 2006	Additional Information re Announcement on 19 January 2006
19 January 2006	Review of Previous Exploration of NSW Mineral Properties
11 January 2006	Results of Meeting
6 December 2005	Listing Rule Waiver
6 December 2005	Notice of General Meeting/Information Memorandum/Proxy Form
16 November 2005	Additional Uranium Licences to be Acquired in the Kyrgyz Republic
26 October 2005	Significant Uranium Asset Acquisition
26 October 2005	Trading Halt
12 October 2005	First Quarter Activities and Cashflow Report
14 September 2005	Becoming a Substantial Holder
14 September 2005	Initial Director's Interest Notice x3
13 September 2005	Constitution
13 September 2005	Appendix 1A - ASX Listing Application and Agreement
13 September 2005	Corporate Governance Practices
13 September 2005	Statement of Commitments of Funds Actually Raised
13 September 2005	Pro-forma Balance Sheet as at 12 September 2005
13 September 2005	Number and Escrow Period of Restricted Securities
13 September 2005	Top 20 Shareholders
13 September 2005	Distribution Schedule
13 September 2005	Pre-Quotation Disclosure
13 September 2005	Admission to Official List
11 August 2005	Disclosure Document

$10.4$ Interests of Directors and Advisers

A full disclosure of the interests of Directors, experts and promoters of the Company for the period commencing on incorporation of the Company and to the date of issue of the August 2005 Prospectus are set out in Section 12.2 of the August 2005 Prospectus and other than as set out below, that information and disclosure remains current.

Other than as set out below or elsewhere in this Prospectus or the August 2005 Prospectus, no Director has, or had within two years before lodgement of this Prospectus with the ASIC, any interest in:

• the promotion or formation of Monaro;
• property acquired or proposed to be acquired by Monaro in connection with its promotion or formation or the Offers; or

the Offers.

and no amounts have been paid or agreed to be paid and no benefits have been aiven or agreed to be given to any Director:

• to induce him or her to become, or to qualify him or her as, a Director; or
• for services rendered by him or her in connection with the formation or promotion of Monaro or the Offers.

The direct and indirect interests of the Directors in the securities of the Company at the date of this Prospectus are as follows:

Director	Shares	Partly Paid Shares
Warwick Grigor (i)	1,285,080	2,000,000
Michael Evans (ii)	50,000	1,500,000
Mart Rampe (iii)	40,000	1,500,000

• $(i)$ 1,000,080 Shares and 2,000,000 partly paid shares (20 cent shares paid to 0.001 cents) are held by Gregorach Pty Ltd of which Warwick Grigor is a director and shareholder; 130,000 Shares are held by Far East Capital Limited of which Warwick Grigor is a director and shareholder; 50,000 Shares are held by Sajan Dubh Pty Ltd of which Warwick Grigor is a director and shareholder: 50,000 Shares are held by Exponential Equities Ltd of which Warwick Grigor is a director and shareholder; and 55,000 Shares are held by Gregorach Pty Ltd of which Warwick Grigor is a beneficiary.
• $(iii)$ 50,000 Shares and 1,500,000 partly paid shares (20 cent shares paid to 0.001 cents) are held by Tevlo Pty Ltd . Michael Evans is a director of Tevlo Pty Ltd and trustee of the MJ Evans Super Fund.
• (iii) 1,500,000 partly paid shares (20 cent shares paid to 0,001 cents) are held by Mart Rampe; 10,0000 Shares are held by Harvest Exploration Super Fund of which Mart Rampe is trustee and 30,000 Shares are held by Harvest Holding Company Pty Ltd of which Mart Rampe is a director.

Grange Consulting Group Pty Ltd ("Grange") has assisted the Company in relation to the preparation of this Prospectus. Grange will be paid a fee of \$25,000 in relation for the provision of these services.

Mark Edwards has provided legal services to the Company in relation to the preparation of this Prospectus. The Company estimates it will pay Mark Edwards a fee of approximately \$3,000 for these services.

$10.5$ Expenses of the Offers

The total expenses of the Offers are set out below:

ASIC Fees	\$2,010
ASX Listing Fees	\$9,950
Advisory Fees	\$28,000
Underwriting Fees	\$18,500
Printing, mailing and other expenses	\$6,540
TOTAL	\$65,000

$10.6$ Consents

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

• Stanton Partners Corporate Pty Ltd ("Stanton Corporate") whose $(a)$ Independent Accountants Report is included in the August 2005 Prospectus, has given and, at the time of lodgement of this Prospectus with ASIC has not withdrawn, its written consent to the inclusion of that report in this Prospectus (by virtue of the incorporation of the August 2005 Prospectus into this Prospectus by reference) in the form and context in which it is included.
• $(b)$ Stantons International ("Stanton") has given and, at the time of lodgement of this Prospectus with ASIC has not withdrawn, its written consent to be named in this Prospectus as auditor of the Company and to the inclusion in Section 4.2 of this Prospectus of information derived from the Company's audit reviewed financial statements as at 31 December 2005 in the form and context in which it is included.
• $(C)$ Mark Edwards has aiven and, at the time of lodgement of this Prospectus with ASIC has not withdrawn, its written consent to be named in this Prospectus as solicitor of the Company.
• $(d)$ Ranaott Mineral Exploration Ptv Ltd ("Ranaott") whose Independent Consulting Geologist Report is included in the August 2005 Prospectus, has given, and at the time of lodgement of this Prospectus with ASIC has not withdrawn, its written consent to the inclusion of that report in this Prospectus (by virtue of the incorporation of the August 2005 Prospectus into this Prospectus by reference) in the form and context in which it is included.
• $(e)$ AMTS Pty Ltd ("AMTS") whose Independent Title Consultants Report is included in the August 2005 Prospectus, has given, and at the time of lodgement of this Prospectus with ASIC has not withdrawn, its written consent to the inclusion of that report in this Prospectus (by virtue of the

incorporation of the August 2005 Prospectus into this Prospectus by reference) in the form and context in which it is included.

Douglas Financial Consulting Pty Ltd has given its written consent to $(f)$ being named as Underwriter to the Rights Issue under this Prospectus, in the form and context in which references to it are included. Douglas Financial Consulting Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

$11.$ AUTHORITY OF DIRECTORS

Each of the Directors of Monaro Mining N.L. has consented to the lodgement of this Prospectus with the ASIC in accordance with Section 720 of the Corporations Act.

Dated the 2^nd day of May 2006

Signed for and on behalf of MONARO MINING N.L. BY WARWICK GRIGOR

$12.$ DEFINITIONS

ASIC means Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited (ACN 008 624 691).

August 2005 Prospectus means the prospectus lodged by the Company with the ASIC and dated 1 August 2005.

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

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia.

Carbeck means Carbeck Pty Ltd (ACN 116312700).

CHESS means ASX Clearing House Electronic Subreaistry System.

Closing Date for the Offers means 5.00 p.m. WST on 31 May 2006 (unless extended or closed earlier).

Company or Monaro or MRO means Monaro Mining N.L. (ACN 073 155 781).

Constitution means the Company's Constitution at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

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

Dollars or \$ means Australian dollars unless otherwise stated.

Entitlement means the right of a Shareholder to subscribe for Options under the Rights Issue.

Entitlement and Acceptance Form means the personalised entitlement and acceptance form in respect of the Rights Issue attached to or accompanying this Prospectus.

Listing Rules means the official Listing Rules of ASX.

Offers means the Rights Issue and the Placement Offer pursuant to this Prospectus.

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

Official List means the official list of ASX.

Official Quotation means official quotation of the Shares on ASX.

Opening Date means 17 May 2006.

Options means an option to subscribe for one Share exercisable at \$1.20 each on or before 5.00pm (WST) on 31 July 2007 and issued on the terms and conditions set out in this Prospectus.

Placement Application Form means the application form in respect of the Placement Offer attached to or accompanying this Prospectus.

Placement Offer means the offer of 900 Shares at \$1.00 per share pursuant to this Prospectus.

Prospectus means this prospectus.

Rights Issue or Issue means the non-renounceable pro-rata issue of Options at an issue price of \$0.10 each pursuant to this Prospectus.

Record Date means 5.00pm (WST) on 11 May 2006.

Share means one fully paid ordinary share in the Company.

Shareholder means a holder of Shares.

Shortfall means the Options forming Entitlements, or part Entitlements, not accepted by Shareholders.

Shortfall Application Form means the shortfall application form in respect of the Rights Issue either attached to or accompanying this Prospectus.

Shortfall Offer means the offer of the Shortfall pursuant to this Prospectus.

Underwriter means Douglas Financial Consultants Pty Ltd (ABN 93 010 208 116)

WST means Western Standard Time, Perth, Western Australia.