ORE RESOURCES LIMITED - Capital/Financing Update 2011

TERRANOVA MINERALS LIMITED ACN 148 966 545

PROSPECTUS

For the offer of 20,000,000 Shares at an issue price of $0.20 each in order to raise up to $4,000,000.

Oversubscriptions of up to a further 2,500,000 Shares at an issue price of $0.20 each to raise up to an additional $500,000 may be accepted.

Lead Manager

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Patersons Securities Limited

IMPORTANT NOTICE

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

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

THIS OFFER IS NOT UNDERWRITTEN

CONTENTS

1.	CORPORATE DIRECTORY ............................................................................................ 16
2.	CHAIRMAN’S LETTER ................................................................................................... 17
3.	DETAILS OF THE OFFER ................................................................................................ 18
4.	COMPANY AND PROJECT OVERVIEW ....................................................................... 21
5.	DIRECTORS AND CORPORATE GOVERNANCE .......................................................... 23
6.	INDEPENDENT GEOLOGIST’S REPORT ......................................................................... 32
7.	INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 60
8.	SOLICITOR’S REPORT ON TENEMENTS ........................................................................ 78
9.	RISK FACTORS ............................................................................................................ 93
10.	MATERIAL CONTRACTS .............................................................................................. 97
11.	ADDITIONAL INFORMATION .................................................................................... 102
12.	DIRECTORS’ AUTHORISATION .................................................................................. 109
13.	GLOSSARY ................................................................................................................ 110

IMPORTANT NOTICE

This Prospectus is dated 30 June 2011 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates.

The expiry date of this Prospectus is at 5.00pm WST on that date which is 13 months after the date this Prospectus was lodged with the ASIC (Expiry Date). No securities may be issued on the basis of this Prospectus after the Expiry Date.

Application will be made to ASX within seven days after the date of this Prospectus for Official Quotation of the Shares the subject of this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

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

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

WEB SITE – ELECTRONIC PROSPECTUS

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

The Corporations Act prohibits any person 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 charge by contacting the Company.

EXPOSURE PERIOD

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in the Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act.

Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge applications prior to the expiry of the Exposure Period.

COMPETENT PERSONS STATEMENT

The information in this Prospectus that relates to Exploration Results (excluding the Independent Geologist’s Report in Section 6) is based on information compiled by Mr Ben Pollard, B.Sc (Mineral Exploration and Mining Geology), who is a Member of the Australian Institute of Mining and Metallurgy. Mr Pollard has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Pollard is a geologist with 15 years experience in the resources industry having held roles with various mining companies exposed to precious and base metals and industrial minerals. Mr Pollard currently holds the role of Principal Geologist with BMGS Perth. Mr Pollard consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

INVESTMENT OVERVIEW

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

THE COMPANY

The Company is a speculative exploration company which has entered into an Acquisition Agreement with Red Field giving the Company the right to acquire 100% of the Beete Gold Project and the Peninsula Gold Project located in Western Australia. A summary of this agreement is in Section 10.1 of this Prospectus.

The Company has also applied for exploration licence E09/1899, known as the Crawford Project.

Details on the Company’s projects are set out in the Investment Highlights, Section 4 and Section 6 of this Prospectus.

By resolution passed on 1 March 2011, the Company obtained approval to change status from a public limited company to a no liability company (i.e. NL). The change to a no liability company is expected to occur prior to the date that the Company lists on ASX. For details on the material differences between a limited liability and no liability companies refer to Section 11.1.

THE OFFER

By this Prospectus, the Company invites investors to apply for up to 20,000,000 Shares at an issue price of $0.20 each in order to raise up to $4,000,000.

Oversubscriptions of up to a further 2,500,000 Shares at an issue price of $0.20 each to raise up to $500,000 may be accepted.

The Shares offered under this Prospectus will rank equally with the existing Shares on issue. Refer to Section 3 for further details in relation to the Offer.

INDICATIVE TIMETABLE

30 June 2011 Lodgement of Prospectus with the ASIC 8 July 2011 Opening Date 5.00pm WST on 1 August 2011 Closing Date 8 August 2011 Despatch of Holding Statements 15 August 2011 Expected date for listing on ASX

The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offer early without notice.

PURPOSE OF THE OFFER

The purpose of this Offer is to provide additional funds to enable the Company to:

(a) explore and develop the Beete Gold Project and Peninsula Gold Project located in Western Australia;
(b) explore and develop the Crawford Project located in Western Australia once this tenement is granted;
(c) identify and evaluate new mineral resource opportunities in Australia and overseas;
(d) meet the costs of the Offer; and
(e) provide working capital.

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

USE OF PROCEEDS

The table below sets out the intended application of funds raised under the Prospectus on the basis of the Company raising the minimum subscription ($4,000,000) and the full oversubscription ($4,500,000) under the Offer over a two year period:

Item	$4,000,000 (minimum)	$4,500,000 (maximum)
YEAR 1
Exploration and evaluation of Beete Gold Project	$170,000	$170,000
Exploration and evaluation of Peninsula Gold Project	$400,000	$400,000
Exploration and evaluation of Crawford Project	$120,000	$120,000
Costs of Offer	$526,739	$553,075
Working Capital	$616,631	$853,463
Administration Costs	$400,000	$400,000
TOTAL YEAR 1	$2,233,370	$2,496,538
YEAR 2
Exploration and evaluation of Beete Gold Project	$220,000	$220,000
Exploration and evaluation of Peninsula Gold Project	$500,000	$500,000
Exploration and evaluation of Crawford Project	$80,000	$80,000
Working Capital	$566,630	$803,462
Administration Costs	$400,000	$400,000
TOTAL YEAR 2	$1,766,630	$2,003,462
TOTAL YEARS 1 & 2	$4,000,000	$4,500,000

Please refer to the Independent Geologist’s Report in Section 6 for further details on the Company’s proposed exploration programs. Please note, the use of proceeds does not include the Company’s existing cash in bank, being approximately $150,000, which is intended to be applied towards working capital.

If the Company raises between the minimum subscription ($4,000,000) and the full oversubscription ($4,500,000) under the Offer, the amount raised in excess of the minimum subscription (after expenses) is intended to be applied to working capital.

Working capital may be used by the Company to identify and evaluate new mineral resource opportunities in Australia and overseas.

Administration and working capital will include the fees agreed to be paid to Hemisphere Corporate pursuant to the agreement outlined in Section 10.4, sundry costs such as share registry, ASX fees, executive and non-executive salaries and the salaries of any additional staff or consultants that may be retained by the Company in the future.

The above tables are a statement of current intentions as of the date of lodgement of this Prospectus with the ASIC. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.

CAPITAL STRUCTURE

The capital structure of the Company following completion of the Offer is summarised below[1] :

	Full Subscription $4,000,000	Over Subscription $4,500,000
FULLY PAID ORDINARY SHARES
Shares on Issue at Prospectus Date	1	1
Shares now Offered	20,000,000	22,500,000
Shares to be allotted and issued to Red Field Pty Ltd pursuant to the Red Field Agreement.	300,000	300,000
Total Fully Paid Ordinary Shares	20,300,001	22,800,001

PARTLY PAID SHARES
Shares on Issue at Prospectus Date	20,000,000	20,000,000
Total Partly Paid Shares	20,000,000	20,000,000

OPTIONS
Options on issue at Prospectus Date	Nil	Nil
Total Options	Nil	Nil

Notes:

1 Assumes the Offer is fully subscribed. Refer to the Investigating Accountant’s Report at Section 7 for further information.

Rights attaching to the Shares are summarised in Section 11.1 of this Prospectus.

Rights attaching to the Partly Paid Shares are summarised in Section 11.2 of this Prospectus.

RESTRICTED SECURITIES

Subject to the Company being admitted to the Official List, certain Shares on issue prior to the Offer will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. During the period in which these securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

INVESTMENT HIGHLIGHTS

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� Terranova Minerals Limited (Terranova Minerals or the Company) is an Australianbased exploration company established primarily to acquire, explore, evaluate and exploit mineral resource projects including bismuth, uranium, gold and copper minerals at the Beete Gold Project, Peninsula Gold Project and Crawford Project located in Western Australia.

� Terranova has entered into an acquisition agreement (Acquisition Agreement) with Red Field Pty Ltd (Red Field), which currently owns 100% of the Beete Gold Project and Peninsula Gold Project. Refer to Section 10.1 for further details of the Acquisition Agreement.

� The Peninsula and Beete Gold Projects are located in the southern extent of the Eastern Goldfields Region of Western Australia, in close proximity to the town of Norseman.

� The Crawford Project (a new exploration licence application) covers a total land area of 20km2 is located in the Crawford Belt of the Gascoyne Province, 190km EastNorth East of Carnarvon, Western Australia.

Figure 1: Location of the projects.

The Beete and Peninsula Gold Projects are prospective for gold and other associated minerals, such as bismuth and copper.
Gold mined in the Norseman region has principally been from narrow, broadly northsouth striking, east dipping quartz veins hosted by biotite altered and sheared mafic and ultramafic lithologies of the Woolyeenyer Formation.
At the Peninsula Gold Project, a trial open pit mining operation with a total of 424 tonnes of ore was treated at an average grade of 2.14 g/t Au.
The Board has a record of success in the minerals exploration industry and a broad range of experience in commercial dealings including detailed knowledge of the corporate, legal, financial and technical aspects of managing and promoting exploration companies.
In addition to acquiring the Beete Gold, Peninsula Gold and Crawford Projects, the Company intends to pursue new projects in the resources sector, both in Australia and overseas, by way of acquisition or investment.
The Company’s ability to generate revenue in the future will depend upon the success of the Company’s exploration activities on tenements comprising the Beete and Peninsula Gold Projects, the Company being granted exploration licence E09/1899, known as the Crawford Project, and successfully undertaking exploration activities on that tenement. As well as the Company’s ability to successfully exploit any minerals that may be discovered on the land which is the subject of the Beete Gold, Peninsula Gold and Crawford Projects. Completion under the Red Field Agreement is conditional upon the Company being admitted to the Official List. Refer to Section 10.1 for further details in relation to this agreement.

Full details in respect of the Company and its projects are set out in Sections 4 and 6.

KEY RISKS

Mineral exploration, development and mining are high risk enterprises and only occasionally provide high rewards. Potential investors should consider an investment in the Company as speculative.

The Company aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which the Company can effectively manage them is limited.

Some of the key risks associated with an investment in the Company are summarised in the following table. This list of risks is not exhaustive of the risks faced by the Company or by investors in the Company. Shareholders should refer to the full details of the risks tabled below are set out in Section 9 of this Prospectus before making a decision to subscribe for Shares under this Prospectus. The occurrence of any of the risks or events outlined below could have a materially adverse effect on the Company’s operations and, in turn, the price at which its Shares trade on ASX.

Set out below are specific risks that the Company is exposed to. Further risks associated with an investment in the Company are outlined in Section 9.

Risk Area	Risks
Contract Risk	The Company’s primary asset is its proposed acquisition of the
	Beete Gold Project and Peninsula Gold Project held by Red Field.
	The Company is reliant on Red Field complying with the terms and
	conditions of the Acquisition Agreement and the conditions
	attaching to the Tenements (as applicable). Should Red Field fail to
	comply with the terms of the Acquisition Agreement, the

Company’s interest in the Beete Gold Project and the Peninsula Gold Project may be adversely affected.

Status of Tenements

The Beete Gold Project comprises one granted prospecting licence, P63/1646. This prospecting licence expires on 8 July 2013. The Peninsula Gold Project comprises one granted prospecting licence, P63/1694. This prospecting licence expires on 15 July 2013.

The Company intends to renew the licences when applicable, however there is no guarantee that the licences will in fact be renewed beyond their current expiry date.

In addition, the Company has applied for exploration licence E09/1899. There is no guarantee that this licence will be granted. If exploration licence application E09/1899 was not to be granted, the Company would be unable to explore the land covered by this licence for minerals.

Dilution Risk On completion of the Offer, there will be 20,000,000 Partly Paid Shares on issue. If these Partly Paid Shares are converted into Shares there will be a dilution so that the existing Shareholders will hold 50.37% (based on the minimum raising under this Prospectus) of the outstanding issued Shares. Each Partly Paid Shares is currently paid up to $0.01 and will require the payment of a further $0.19 in order to become a fully paid share.

Limited History The Company was incorporated on 25 January 2011 and its operational and financial historical performance is limited. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of the Tenements. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

Native Title Risks The Tenements are at risk of being challenged or impugned and may be subject to native title claims. There is currently a registered native title claim over prospecting licences P63/1694 and P63/1646.

Where native title rights do exist, the ability of the Company to gain access to the Tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Please refer to the Solicitor’s Report on Tenements in Section 8 of this Prospectus for further details.

Exploration Success The Tenements are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. Notwithstanding the experience, knowledge and careful evaluation a company brings to an exploration of the Tenements, there is no assurance that recoverable mineral resources will be identified. Even if identified, other factors such as technical difficulties, geological conditions, adverse changes in government policy or legislation or lack of access to sufficient funding may mean that the resource is not economically recoverable or may otherwise preclude the Company from successfully exploiting the resource.

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

FINANCIAL INFORMATION

The Company is in the early stages of exploring the land the subject of the Tenements and is in a startup phase, having been recently incorporated to enter into agreements to acquire the Tenements and proceed with this exploration. Therefore, the Company’s operational and financial historical performance is limited.

As a result, the Company is not in a position to disclose any key financial ratios other than its balance sheet which is set out in the Investigating Accountant’s Report in Section 7. Investors should read the Investigating Accountant’s Report in full.

The Company’s start up funding will be generated from the initial public offering of Shares pursuant to this Prospectus. The Company expects to raise further funding from the issue of securities in the future. If the Company’s proposed exploration is successful and the Company chooses to develop its projects then the Company may also consider debt funding.

DIRECTORS

Mr Benjamin Bussell

Non-Executive Chairman

Benjamin Bussell is a Senior Accountant with over 12 years experience in public accounting, corporate accounting and taxation. Mr Bussell is currently the Chief Financial Officer of ASX listed mineral exploration companies Stonehenge Metals Limited, ZYL Limited, Segue Resources Ltd and Excelsior Gold Limited.

Mr Bussell is also currently a director of ASX Listed SWW Energy Limited.

Mr Bussell does not expect that his directorships with other companies or other business activities will interfere with his ability to act as Non-Executive Chairman to the Company.

Mr Matthew Foy

Executive Director and Company Secretary

Matthew Foy was a Senior Adviser at the Australian Securities Exchange with 4 years experience in facilitating the compliance of listed companies. Mr Foy has reviewed and approved the listing of over 40 companies during his tenure at the ASX.

Mr Foy has been involved in a number of seed capital raisings and initial public offering and possess significant commercial and corporate experience.

Mr Foy is currently the company secretary of ASX Listed Red October Resources Limited and is currently a director of ASX Listed SWW Energy Limited.

Mr Foy does not expect that his directorships with other companies or other business activities will interfere with his ability to act as an Executive Director and Company

Secretary to the Company.

Mr Robert Jewson

Non-Executive Director

Robert Jewson has extensive experience across a wide range of commodities including gold, iron ore, nickel, base metals, tin, tungsten, uranium, Vanadium, manganese and coal. Mr Jewson has compiled numerous regional geological data sets, targeting projects across a broad geography including Australia, Brazil, Chile, Guinea, Poland, South Africa, South Korea and Spain.

Mr Jewson has significant commercial and geological knowledge ranging from country wide analysis to project scale evaluations in numerous localities and has a proven track record in facilitating project acquisitions from target inception to completion.

Mr Jewson actively consults to a number of ASX listed junior mining companies, AIM listed and private enterprises, offering a full suite of geological consulting services, ranging from project evaluation, project identification, geological reviews.

Mr Jewson provides Terranova with a methodical technological approach to project evaluation and identification, applying all available legacy and current data, verified by on ground evaluation minimising exploration risk and has proven methods to allow for rapid project identification, verification and ranking of targets.

Mr Jewson does not expect that his other business activities will interfere with his ability to act as a Non-Executive Director to the Company.

INTERESTS OF DIRECTORS IN THE COMPANY’S SECURITIES

Directors are not required under the Company’s Constitution to hold any Shares. As at the date of this Prospectus, the Directors have relevant interests in the Company’s securities as set out in the table below:

Director	Shares	Partly Paid	Options
		Shares
Mr Benjamin Bussell1	Nil	Nil	Nil
Mr Matthew Foy	Nil	Nil	Nil
Mr Robert Jewson	Nil	Nil	Nil

Notes:

Benjamin Bussell’s fiancé holds 200,000 Partly Paid Shares in the Company.

The Directors may participate in the Offer.

REMUNERATION OF DIRECTORS

The Constitution provides that the remuneration of Non-Executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for Non-Executive Directors has been set at an amount not to exceed $250,000 per annum.

The remuneration of Executive Directors will be fixed by the Directors and may be paid by way of fixed salary or consultancy fee.

The annual remuneration (inclusive of superannuation) payable to each of the Directors

as the date of this Prospectus is as follows:

Director	Annual Remuneration
Mr Benjamin Bussell	$36,000
Mr Matthew Foy	$36,000
Mr Robert Jewson	$36,000

For details of the Directors interest in securities in the Company refer to Section 11.3 of the Prospectus.

AGREEMENTS WITH DIRECTORS OR RELATED PARTIES

Services Agreement – Matthew Foy

In April 2011, the Company and Mr Matthew Foy entered into a service agreement whereby Mr Foy was engaged as Executive Director and Company Secretary of the Company.

The term of the service agreement is ongoing until Company gives 1 months notice to Mr Foy terminating his engagement, or Mr Foy gives notice to the Company, subject to other standard termination provisions.

Mr Foy’s consultancy fee is $36,000 per annum plus GST, to be reviewed at 30 June and 31 December each year and will at least be increased by CPI, payable on 30th of each month by instalments equal to 1/12th of the annual fee. Mr Foy must provide the Company with an invoice on or before the 30th of each month for the relevant amount.

The Company will reimburse Mr Foy for all reasonable expenses incurred for general expenses incurred in the performance of his duties.

The agreement contains standard confidentiality, change of control and termination and other clauses expected to be included in an agreement of this type.

Services Agreement – Benjamin Bussell

In April 2011, the Company and Mr Benjamin Bussell entered into a service agreement whereby Mr Bussell was engaged as a Non-Executive Chairman of the Company.

The term of the service agreement is ongoing until Company gives 1 months notice to Mr Bussell terminating his engagement, subject to other standard termination provisions.

Mr Bussell’s consultancy fee is $36,000 per annum plus GST, to be reviewed at 30 June and 31 December each year and will at least be increased by CPI, payable on 30th of each month by instalments equal to 1/12th of the annual fee. Mr Bussell must provide the Company with an invoice on or before the 30th of each month for the relevant amount.

The Company will reimburse Mr Bussell for all reasonable expenses incurred for general expenses incurred in the performance of his duties.

The agreement contains standard confidentiality, change of control and termination and other clauses expected to be included in an agreement of this type.

Services Agreement – Robert Jewson

In April 2011, the Company and Mr Robert Jewson entered into a service agreement whereby Mr Jewson was engaged as a Non-Executive Director of the Company.

The term of the service agreement is ongoing until Company gives 1 months notice to Mr Jewson terminating his engagement, subject to other standard termination provisions.

Mr Jewson’s consultancy fee is $36,000 per annum plus GST, to be reviewed at 30 June and 31 December each year and will at least be increased by CPI, payable on 30th of each month by instalments equal to 1/12th of the annual fee. Mr Jewson must provide the Company with an invoice on or before the 30th of each month for the relevant amount.

The Company will reimburse Mr Jewson for all reasonable expenses incurred for general expenses incurred in the performance of his duties.

The agreement contains standard confidentiality, change of control and termination and other clauses expected to be included in an agreement of this type.

Deeds of Indemnity, Insurance and Access

The Company has entered into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, the Company agrees to indemnity each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain circumstances.

SUBSTANTIAL SHAREHOLDERS

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer (assuming full subscription) are set out in the respective tables below.

As at the date of the Prospectus

Shareholder2	Partly Paid Shares1	% (fully diluted)
Nigel Tarratt Pty Ltd Super Fund A/C>	3,000,000	15.00%
Mr Daniel Christopher Macri Investment A/C>	2,862,500	14.31%
Mr Matthew Joel Norton Family A/C>	2,862,500	14.31%
Mimo Strategies Pty Ltd	2,000,000	10.00%
Nautical Holdings WA Pty Ltd	1,275,000	6.37%
Bevan Nigel Hugh Tarratt and Sophie Mackay	1,275,000	6.37%
Getmeoutofhere Pty Ltd Super Fund A/C>	1,000,000	5.00%

Notes.

1 The Partly Paid Shares are paid to $0.01, with a further $0.19 payable in order to become fully paid.

2 The substantial shareholders are all parties involved in the promotion of the Company, having some relationship with or employed by either Patersons Securities or Hemisphere Corporate.

On completion of the Offer (assuming no existing substantial Shareholder is issued additional Shares pursuant to the Offer and no new investors become substantial holders)

Shareholder2	Partly Paid Shares1	% (fully diluted)
Nigel Tarratt Pty Ltd Super Fund A/C>	3,000,000	7.50%
Mr Daniel Christopher Macri Investment A/C>	2,862,500	7.16%
Mr Matthew Joel Norton Family A/C>	2,862,500	7.16%
Mimo Strategies Pty Ltd	2,000,000	5.00%

Notes.

1 The Partly Paid Shares are paid to $0.01, with a further $0.19 payable in order to become fully paid.

2 The substantial shareholders are all parties involved in the promotion of the Company, having some relationship with or employed by either Patersons Securities Limited or Hemisphere Corporate.

The Company will announce to the ASX details of its top-20 Shareholders (following completion of the Offer) prior to the Shares commencing trading on ASX.

EXPENSES OF THE OFFER

The total expenses of the Offer (based on $4,000,000 being raised) are estimated to be $526,739 and are expected to be applied towards the items set out in the table below:

Item of Expenditure	Amount
ASIC fees	$2,068
Legal fees	$30,000
Independent Consulting Geologist	$12,000
Investigating Accountant	$15,000
Corporate Advisory Fees	$60,000
Corporate Advisory Success Fee	$150,000
ASX fees	$27,671
Selling Fee and Issue Management Fee	$200,000
Printing and Other Expenses	$30,000
TOTAL	$526,739

If over subscriptions of $500,000 are accepted, the cash expenses of the Offer will increase due to an increase on ASX fees, Corporate Advisory Fees, selling fee and issue management fee.

DIVIDEND POLICY

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

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

1. CORPORATE DIRECTORY

Directors

Investigating Accountant

Benjamin Bussell Non-Executive Chairman

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

Matthew Foy Executive Director

Lawyers

Robert Jewson Non-Executive Director

Company Secretary

Matthew Foy

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

Independent Geologist

Registered Office

Level 8 225 St Georges Terrace Perth WA 6000

BMGS Perth Pty Ltd Suite 9 123A Colin Street West Perth WA 6005

Corporate Advisor

Website: www.terranovaminerals.com.au

Hemisphere Corporate Services Pty Ltd Level 8 225 St Georges Terrace Perth WA 6000

Share Registry*

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233

Proposed ASX Code

TNV

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

2. CHAIRMAN’S LETTER

Dear Investor

On behalf of the Directors, I am pleased to present this Prospectus and to offer you the opportunity to invest in Terranova Minerals Limited (Terranova Minerals or the Company).

This Prospectus has been issued by Terranova Minerals for an initial public offering of up to 20,000,000 shares at 20 cents per share to raise up to $4,000,000 with oversubscriptions of up to a further 2,500,000 shares to raise a further $500,000 may be accepted (Offer).

Terranova Minerals has entered into an acquisition agreement (Acquisition) with Red Field Pty Ltd (Red Field) to advance exploration for gold, copper and other associated minerals at the Beete Gold Project and Peninsula Gold Project in Western Australia.

Under the Acquisition, Terranova Minerals will acquire 100% of the Beete Gold Project and Peninsula Gold Project for the payment of $65,000 payable in cash as consideration for the reimbursement of previous exploration costs and the issue of 300,000 fully paid ordinary shares in Terranova Minerals issued to Red Field. The full terms of the Acquisition are contained in section 10.1 of this Prospectus.

Small scale open cut and underground mining has previously occurred at the Peninsula Gold Project. A trial open pit mining operation with a total of 424 tonnes of ore was treated at an average grade of 2.14 g/t Au. A decline was developed by Central Norseman Gold Corporation Limited at the southern end of the project. A total of 495 tonnes averaging 1.62g/t Au was mined by means of the decline construction.

The funds raised under this Prospectus will support the exploration and development of the Beete Gold Project, the Peninsula Gold Project and the Crawford Project, and provide working capital whilst concurrently allowing the Company to continue to evaluate new project opportunities.

The Company has been actively evaluating new acquisition and joint venture opportunities in the resources sector. Evaluation of these new projects is at an early stage and has not yet been concluded. The Company has not yet entered into any agreements in respect of these projects and there is no guarantee that it will do so in the future.

This Prospectus includes details of the Offer, the Company, the assets and proposed operations together with a statement of the risks associated with investing in Terranova Minerals. I recommend that you study the document carefully and seek independent professional advice before investing in Terranova Minerals.

On behalf of the board of Directors, I commend this offer to you and look forward to welcoming you as a shareholder of Terranova Minerals.

Yours sincerely,

Benjamin Bussell Non-Executive Chairman

3. DETAILS OF THE OFFER

3.1 The Offer

By this Prospectus, the Company invites investors to apply for up to 20,000,000 Shares at an issue price of $0.20 each in order to raise up to $4,000,000.

Oversubscriptions of up to a further 2,500,000 Shares at an issue price of $0.20 each to raise up to an additional $500,000 may be accepted.

The Shares offered under this Prospectus will rank equally with the Company’s existing Shares on issue.

3.2 Applications

Applications for Shares under this Prospectus must be made using the Application Form.

Payment for the Shares must be made in full at the issue price of $0.20 per Share. Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. Completed application forms and accompanying cheques must be mailed or delivered to:

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153

Security Transfer Registrars Pty Ltd PO Box 535 Applecross WA 6953

Cheques should be made payable to “Terranova Minerals Limited – Share Offer Account” and crossed “Not Negotiable”. Completed application forms must reach one of the above addresses by no later than the Closing Date.

The Company reserves the right to close the Offer early.

3.3 Allotment

Subject to ASX granting conditional approval for the Company to be admitted to the Official List and the Company raising the minimum subscription under the Offer (being the full subscription), allotment of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date. Prior to allotment, all application monies shall be held by the Company on trust. The Company, irrespective of whether the allotment of Shares takes place, will retain any interest earned on the application monies.

The Directors reserve the right to allot Shares in full for any application or to allot any lesser number or to decline any application. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus application monies will be returned by cheque to the applicant as soon as practicable after the allotment date.

3.4 ASX Listing

The Company will apply to ASX within seven days after the date of this Prospectus for admission to the Official List and for Official Quotation of the Shares offered under this Prospectus. If the Shares are not admitted to quotation on ASX within three (3) months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, all applications will be dealt with in accordance with the Corporations Act.

3.5 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia.

It is the responsibility of applicants outside Australia to obtain all necessary approvals for the allotment and issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained.

3.6 Minimum Subscription

The minimum subscription in respect of the Offer is $4,000,000, being the full subscription.

If the minimum subscription has not been raised within four months after the date of this Prospectus, the Company will either repay the application monies to Applicants or issue a supplementary or replacement prospectus to allow Applicants one month to withdraw their Application and be repaid their application money. No interest will be paid on this money.

3.7 Underwriter

The Offer is not underwritten.

3.8 Commissions on Application Forms

The Company reserves the right to pay a commission of 5% (exclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian Financial Services licensee in respect of valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

3.9 CHESS

The Company will apply to participate in the Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement Pty Ltd (ASXS), a wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASX Settlement Operating Rules.

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

3.10 Forecast Financial Information

Given the speculative nature of mineral exploration and development and the fact the Company is in an early stage of exploration, there are significant uncertainties associated with forecasting future revenues and expenses of the Company. On this basis and after considering Regulatory Guide 170, the Directors believe that reliable financial forecasts for the Company cannot be prepared and accordingly have not included financial forecasts in this Prospectus.

3.11 Privacy Statement

If you complete an application for Shares, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons inspecting the register, including 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 Share Registry.

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the Share Registry at the relevant contact number set out in this Prospectus.

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

4. COMPANY AND PROJECT OVERVIEW

4.1 Company Overview

The Company was incorporated on 25 January 2011.

On or about 9 May 2011, the Company entered into an Acquisition Agreement with Red Field giving the Company the right to acquire 100% of the Beete Gold Project and the Peninsula Gold Project located in Western Australia.

The Company intends to engage suitable qualified consultants and contractors to complete its proposed exploration programs at the Beete Gold Project and the Peninsula Gold Project whilst concurrently pursuing new mineral resource project opportunities across other geographies and commodities.

4.2 Overview and Location of Peninsula and Beete Gold Projects

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The Peninsula Gold Project is located approximately 25 kilometres northeast of the Norseman town site. Access is attained by travelling from the town approximately 14 kilometres east along the Eyre Highway and then approximately 32 kilometres northwest along bush tracks. Access to the Beete Gold Project is attained by travelling from Norseman approximately 50 kilometres south along the Eyre Highway.

The Norseman area lies at the southern extent of the NorsemanWiluna Greenstone Belt of the Eastern Goldfields Province of the Yilgarn Block, Western Australia. Gold was first discovered at Norseman in 1894 following discoveries at Dundas, 22 km to the south in 1892. The majority of production in the region has come from the Mararoa-Crown (Main Field) and North Royal reefs.

Figure 2: Peninsula and Beete Projects Location Plan

The oldest unit within the Norseman area is the Penneshaw Formation. The western part of this unit is dominated by amphibolites with minor sedimentary and felsic rocks, whereas the eastern part comprises intercalated amphibolites and highly deformed felsic lithologies. The overlying Noganyer Formation consists of sedimentary iron formations, siltstones and sandstones, and minor carbonaceous shale and is in turn overlain by the Woolyeenyer Formation. The Woolyeenyer formation is dominated by mafic volcanic rocks with minor conformable ultramafic units and sedimentary bands. These rocks are intruded by mafic dykes with a dominant north-northeast to north-northwest trend that are interpreted to be syn-volcanic.

4.3 Overview and Location of Crawford Project

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The Crawford Project is located in the Crawford Belt of the Gascoyne Province, 190km East-North East of Carnarvon, Western Australia. The project area lies on the Mt Sandiman 1:100,000 map sheet and the Kennedy Range 1:250,000 map sheet (SG50-01).

The main access to the area is via the Williambury-Mt Sandiman Road. Various station tracks occur across the project area. A grid cut by CRAE provides across the Crawford Project area.

The Crawford Project is underlain by Proterozoic metamorphic rocks of the Morrissey Metamorphic Suite. The project is centred on an ESE striking belt of biotite-chlorite-white mica schist that also include garnet, staurolite, andalusite, tourmaline and magnetite prophroblasts at various locations.

Figure 3: Crawford Project Location Plan

Mineralisation occurs in a system of WNW-ESE trending quartzite and tourmalinite veins, concordant with the foliation of the schists. These veins are thought to be derived from the Minnie Creek Batholith during a late phase of orogeny. The association of the veins with the Nick Belt Plutons is unclear, but from limited outcrop evidence it appears that they actually intrude the granite. Some of these veins form prominent gossanous ridges. Most of the veins display leached cavities and limonitic boxwork textures.

4.4 Further Information

Further information on the Peninsula Gold Project, Beete Gold Project and the Crawford Project is set out in the Independent Geologist’s Report in Section 6 of this Prospectus.

4.5 Other Projects

In addition to acquiring 100% of the Beete Gold Project and the Peninsula Gold Project (and seeking the grant of the exploration licence over the Crawford Project), the Company intends to continue to actively pursue new projects in the resources sector, both in Australia and overseas, by way of acquisition or investment. These projects may include other types of minerals, including copper and gold, located in countries other than Australia including, for example, South Africa.

5. DIRECTORS AND CORPORATE GOVERNANCE

5.1 Directors

Disclosure of the Directors and their background is contained at the beginning of this Prospectus in the Investment Overview section.

5.2 Corporate Governance

The Directors monitor the business affairs of the Company on behalf of Shareholders and have formally adopted a corporate governance policy which is designed to encourage Directors to focus their attention on accountability, risk management and ethical conduct.

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

5.2.1 The Board of Directors

The Company’s Board of Directors are responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

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

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

(a) developing initiatives for profit and asset growth;
(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;
(c) acting on behalf of, and being accountable to, the Shareholders; and
(d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

5.2.2 Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

(a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and

(b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s professional advisors, has been committed to by the Board.

5.2.3 Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

5.2.4 Remuneration arrangements

The remuneration of an Executive Director will be decided by the Board, without the affected Executive Director participating in that decision-making process.

The total maximum remuneration of Non-executive Directors is the subject of a Shareholder resolution in accordance with the Company’s Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of Non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Non-executive Director. The current limit, which may only be varied by Shareholders in general meeting, is an aggregate amount of $250,000 per annum.

The Board may award additional remuneration to Non-executive Directors called upon to perform extra services or make special exertions on behalf of the Company.

5.2.5 External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

5.2.6 Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

5.2.7 Ethical standards

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

5.3 Departures from Recommendations

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

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

	PRINCIPLES AND RECOMMENDATIONS	COMMENT
1.	Lay solid foundations for management and oversight
1.1	Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.	The Company’s Corporate Governance Plan includes a Board Charter, which discloses the specific responsibilities of the Board. The Board delegates responsibility for the day-to-day operations and administration of the Company to the Executive Director.
1.2	Companies should disclose the process for evaluating the performance of senior executives.	The Company’s Corporate Governance Plan includes a section on performance evaluation practices adopted by the Company. The chair will monitor the Board and the Board will monitor the performance of any senior executives who are not directors, including measuring actual performance against planned performance.
1.3	Companies should provide the information indicated in the_Guide_ to reporting on Principle 1.	Explanation of departures from Principles and Recommendations 1.1 and 1.2 (if any) are set out above. The Company will also explain any departures from Principles and Recommendations 1.1 and 1.2 (if any) in its future annual reports. No performance evaluation of senior executives has taken place to date as this process is conducted annually and the first year has not been completed. Future annual reports will disclose whether such a performance evaluation has taken place in the relevant reporting period and whether it was in accordance with the process disclosed. The Corporate Governance Plan, which includes the Board Charter, is posted on the Company’s website.
2.	Structure the board to add value
2.1	A majority of the board should be independent directors.	A majority of the Board are independent directors.
2.2	The chair should be an independent director.	The chair is an independent director.
2.3	The roles of chair and chief executive officer should not be exercised by the same individual.	The Company has an Executive Director (considered to be equivalent of the Chief Executive Officer) who is separate from the chair.

2.4	The board should establish a nomination committee.	No formal nomination committee has been established by the Company as yet. The Board, as a whole, currently serves as the nomination committee. The Company’s Corporate Governance Plan includes a Nomination Committee Charter, which discloses the specific responsibilities of the committee. Where necessary, the Board seeks advice of external advisers in connection with the suitability of applicants for Board membership.
2.5	Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.	The Company’s Corporate Governance Plan includes a section on performance evaluation practices adopted by the Company. The chair will review the performance of the Board, its committees (if any) and individual directors to ensure that the Company continues to have a mix of skills and experience necessary for the conduct of its activities.
2.6	Companies should provide the information indicated in the_Guide_ to reporting on Principle 2.	The Company has provided details of each director, such as their skills, experience and expertise relevant to their position in this Prospectus and will also provide these details on its website and in future annual reports. Explanation of departures from Principles and Recommendations 2.1, 2.2, 2.3, 2.4 and 2.5 (if any) are set out above. The Company will also explain any departures from Principles and Recommendations 2.1, 2.2, 2.3, 2.4 and 2.5 (if any) in its future annual reports. No performance evaluation of the Board, its committees and individual directors has taken place to date as this process is conducted annually and the first year has not been completed. Future annual reports will disclose whether such a performance evaluation has taken place in the relevant reporting period and whether it was in accordance with the process disclosed. The Corporate Governance Plan, which includes the Nomination Committee Charter, is posted on the Company’s website.
3.	Promote ethical and responsible decision-making

3.1	Companies should establish a code of conduct and disclose the code or a summary of the code as to: • the practices necessary to maintain confidence in the company’s integrity • the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders • the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.	The Company’s Corporate Governance Plan includes a ‘Corporate Code of Conduct’, which provides a framework for decisions and actions in relation to ethical conduct in employment.
3.2	Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measureable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them.	The Company’s Corporate Governance Plan includes a_‘Diversity Policy’_, which provides a framework for establishing measureable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them.
3.3	Companies should disclose in each annual report the measureable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress in achieving them.	This disclosure has not yet been made as the first year has not been completed. Future annual reports will disclose the measureable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress in achieving them.
3.4	Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.	This disclosure has not yet been made as the first year has not been completed. Future annual reports will disclose the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.
3.5	Companies should provide the information indicated in the_Guide_ to reporting on Principle 3.	Explanation of departures from Principles and Recommendations 3.1, 3.2, 3.3 and 3.4 (if any) are set out above. The Company will also explain any departures from Principles and Recommendations 3.1, 3.2, 3.3 and 3.4 (if any) in its future annual reports. The Corporate Governance Plan, which includes the Corporate Code of Conduct and Diversity Policy, is posted on the Company’s website.

4.	Safeguard integrity in financial reporting
4.1	The board should establish an audit committee.	No formal audit committee has been established by the Company as yet. The Board, as a whole, currently serves as the audit committee.
4.2	The audit committee should be structured so that it: • consists only of non-executive directors • consists of a majority of independent directors • is chaired by an independent chair, who is not chair of the board • has at least three members.	Whilst the audit committee is not structured in the manner set out in the Principles and Recommendations, the Board is of the view that the experience and professionalism of the persons on the Board is sufficient to ensure that all significant matters are appropriately addressed and actioned. Further, the Board does not consider that the Company is of sufficient size to justify the appointment of additional directors for the sole purpose of satisfying this recommendation as it would be cost prohibitive and counterproductive. As the operations of the Company develop the Board will reassess the formation of the audit committee.
4.3	The audit committee should have a formal charter.	The Company’s Corporate Governance Plan includes an Audit and Risk Committee Charter, which discloses its specific responsibilities.
4.4	Companies should provide the information indicated in the_Guide_ to reporting on Principle 4.	Explanation of departures from Principles and Recommendations 4.1, 4.2 and 4.3 (if any) are set out above. The Company will also explain any departures from Principles and Recommendations 4.1, 4.2 and 4.3 (if any) in its future annual reports. The Corporate Governance Plan, which includes the Audit & Risk Committee Charter, is posted on the Company’s website.
5.	Make timely and balanced disclosure
5.1	Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.	The Company has a continuous disclosure program in place designed to ensure the compliance with ASX Listing Rule disclosure and to ensure accountability at a senior executive level for compliance and factual presentation of the Company’s financial position.
5.2	Companies should provide the information indicated in_Guide to_ Reporting on Principle 5.	The Company has not currently departed from Principle and Recommendation 5.1. The Company will provide an explanation of any departures from Principle and

		Recommendation 5.1 (if any) in its future annual reports. The Corporate Governance Plan, which includes a continuous disclosure program, is posted on the Company’s website.
6.	Respect the rights of shareholders
6.1	Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.	The Company’s Corporate Governance Plan includes a shareholders communication strategy, which aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs.
6.2	Companies should provide the information indicated in the_Guide_ to reporting on Principle 6.	The Company has not currently departed from Principle and Recommendation 6.1. The Company will provide an explanation of any departures from Principle and Recommendation 6.1 (if any) in its future annual reports. The Corporate Governance Plan, which includes a shareholders communication strategy, will be posted on the Company’s website.
7.	Recognise and manage risk
7.1	Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.	The Company’s Corporate Governance Plan includes a risk management policy. The Board determines the Company’s “risk profile” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control.
7.2	The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.	The Company’s Corporate Governance Plan includes a risk management policy. The Board will require either the Managing Director or the Chief Financial Officer to provide a report at the relevant time.
7.3	The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the	The Board will seek this relevant assurance from the Managing Director or Chief Financial Officer at the relevant time.

	declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
7.4	Companies should provide the information indicated in_Guide to_ Reporting on Principle 7.	The Company has not currently departed from Principles and Recommendations 7.1, 7.2 and 7.3. The Company will provide an explanation of any departures from Principles and Recommendations 7.1, 7.2 and 7.3 (if any) in its future annual reports. The Corporate Governance Plan, which includes a risk management policy, is posted on the Company’s website.
8.	Remunerate fairly and responsibly
8.1	The board should establish a remuneration committee.	The Board has not established a formal remuneration committee at this point in the Company’s development. It is considered that the size of the Board along with the level of activity of the Company renders this impractical and the Board, acting without the affected director participating in the decision making process, currently serves as a remuneration committee. The Company’s Corporate Governance Plan includes a Remuneration Committee Charter, which discloses its specific responsibilities. Remuneration to the executive directors is by way of salary only and to non-executive directors by way of director fees only, with the level of such salary or fees as the context requires, having been set by the Board to an amount it considers to be commensurate for a company of its size and level of activity. There is currently no link between performance and remuneration, however, it is the intention of the Board to re-assess this once the Company commences operations. Further there are no schemes for retirement benefits in existence.
8.2	The remuneration committee should be structured so that it: • consists of a majority of independent directors • is chaired by an independent	Although no formal remuneration committee has been established, the Board currently serves as the remuneration committee. The Board is comprised of a majority of independent directors, is chaired by an

	director • has at least three members	independent director and has at least three members.
8.3	Companies should clearly distinguish the structure of non- executive directors’ remuneration from that of executive directors and senior executives.	The Board has distinguished the structure of non executive director’s remuneration from that of executive directors and senior executives. The Company’s constitution provides that the remuneration of non-executive Directors will be not be more than the aggregate fixed sum set by the constitution and subsequently varied by resolution at a general meeting of shareholders. The Board is responsible for determining the remuneration of executive directors and senior executives (without the participation of the affected director). It is the Board’s objective to provide maximum stakeholder benefit from the retention of a high quality Board and executive team by remunerating executive directors and senior executives fairly and appropriately with reference to relevant employment market conditions and by linking the nature and amount of executive directors’ and senior executives emoluments to the Company’s financial and operational performance.
8.4	Companies should provide the information indicated in the_Guide_ to reporting on Principle 8.	Explanation of departures from Principles and Recommendations 8.1, 8.2 and 8.3 (if any) are set out above. The Company will also provide an explanation of any departures from Principles and Recommendations 8.1, 8.2 and 8.3 (if any) in its future annual reports. The Corporate Governance Plan, which includes the Remuneration Committee Charter, is posted on the Company’s website.

6. INDEPENDENT GEOLOGIST’S REPORT

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BMGS Perth Pty Ltd ACN 132 201 873 A: Suite 9, 123A Colin St, West Perth WA 6005 - P.O. Box 1434, West Perth, WA, 6872 P: (08) 6365 4303 F: (08) 9481 3273 E: [email protected] E: [email protected]

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E: [email protected] E: [email protected]

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E: [email protected] E: [email protected]

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8. SOLICITOR’S REPORT ON TENEMENTS

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28 June 2011

The Board of Directors Terranova Minerals Limited 1306 Hay Street WEST PERTH WA 6005

Dear Sirs

TERRANOVA MINERALS LIMITED: TENEMENT REPORT

This report is prepared for inclusion in a prospectus to be issued by Terranova Minerals Limited (ACN 148 966 545) (Company) on or about 28 June 2011 for the issue of up to 20,000,000 Shares at an issue price of $0.20 each in order to raise up to $4,000,000 (with the ability to accept oversubscriptions of up to a further 2,500,000 Shares) (Prospectus).

1. ASSETS

The Company entered into a sale of mining tenement agreement with Red Field Pty Ltd (Red Field) (Red Field Agreement) under which Red Field agreed to sell and the Company agreed to purchase all of Red Field’s rights in prospecting licences P 63/1646 and P 63/1694 (Red Field Tenements). A summary of this agreement is included in Section 10.1 of the Prospectus.

The Company has also applied for exploration licence E 09/1899 (Company Tenement).

The Red Field Tenements and Company Tenement are together referred to as the Tenements in this report. A schedule of Tenements is attached to and forms part of this report (Schedule).

2. SEARCHES

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

(a) Obtained searches of the Tenements from the registers maintained by the Western Australian Department of Mines and Petroleum (DMP). These searches were conducted on 24 June 2011.

(b) We have obtained extracts of registered native title claims and native title determinations that apply to the Tenements, as determined by the National Native Title Tribunal (NNTT). This material was obtained on 24 May 2011. Key details on the status of the Tenements is set out in the Tenement Schedule.
(c) We have reviewed all material agreements relating to the Tenements and summarised the material terms (details of which are set out in Section 10.1 of the Prospectus).

On the basis of the searches conducted, we consider that this report (and the Schedule) provides an accurate statement as to the status of the Tenements as at the date the relevant searches were obtained.

3. OPINION

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

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

4. EXECUTIVE SUMMARY

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

(a) (Company’s Interest): The Company does not have a registered interest in prospecting licences P 63/1646 and P 63/1694, the Red Field Tenements. It only has an equitable interest pursuant to the Red Field Agreement.
(b) (Transfer of interest): A transfer of an interest in the Red Field Tenements to the Company will depend on the Company and other parties complying with the applicable terms of Red Field Agreement. We express no opinion on whether the Company will ultimately acquire an interest in the Tenements.
(c) Applications for Tenements: The Company has applied for but has not been granted exploration licence E 09/1899. We express no opinion on whether the Company will ultimately be granted an interest in exploration licence E 09/1899.
(d) (Rent): Rent currently due has been fully paid for the current tenement year for each granted Tenement. The rent for the tenement year ended 15 July 2012 for Prospecting Licence P 63/1694 will be due and payable by 15 July 2011. The Tenement Schedule to this report provides details.

(e) (Expenditure): Red Field has complied with its minimum expenditure commitments in full for the last tenement year for the Red Field Tenements. The Tenement Schedule to this report provides details
(f) (Conditions): None of the Tenements are subject to unusual conditions of a material nature.
(g) (Third party interests): There are no third party dealings registered against the Tenements as at the date of our search of the DMP Register.
(h) (Material Contracts): The Company’s interest in the Tenements arises pursuant to the Red Field Agreement.
(i) (Native title): Native title claims are registered against the Red Field Tenements. Further details are provided in Schedule 2 of this Report. The NNTT was unable to find any data for the Exploration Licence E09/1899. These native title claims could potentially prevent exploration and/or mining activities from taking place within certain parts of the Tenements.

5. DESCRIPTION OF THE TENEMENTS

The Tenements comprise exploration and prospecting licences granted or applied for under the Mining Act 1978 (WA) (Mining Act). Schedule 1 provides a list of the Tenements.

The following provides a description of the nature and key terms of these types of mining tenements as set out in the Mining Act.

5.1 Prospecting Licence

Application: A person may lodge an application for a prospecting licence in accordance with the Mining Act. The mining registrar or warden decides whether to grant an application for a prospecting licence. An application for a prospecting licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.

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

Term: A prospecting licence has a term of 4 years. Where the prospecting licence was applied for and granted after 10 February 2006, the Minister may extend the term by 4 years and if retention status is granted (as discussed below), by further term or terms of 4 years. Where a prospecting licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

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

Conditions: Prospecting licences are granted subject to various standard conditions including conditions relating to minimum expenditure, the payment of rent and observance of environmental protection and reporting requirements. These standard conditions are not detailed in the Tenement Schedule. A failure to comply with these conditions may lead to forfeiture of the prospecting licence.

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

Transfer: There is no restriction on transfer or other dealing in a prospecting

licence.

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

5.2 Exploration Licence

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

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

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

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

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

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

Conditions: Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection

and reporting requirements. A failure to comply with these conditions may lead to forfeiture of the exploration licence.

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

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

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

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

6. ABORIGINAL HERITAGE

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

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

6.1 Commonwealth Legislation

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

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

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

6.2 Western Australian Legislation

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

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

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

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

7. NATIVE TITLE

7.1 Introduction

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

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

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

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

(a) provide a process for indigenous people to lodge claims for native title rights over land, for those claims to be registered by the National Native Title Tribunal (NNTT) and for the Courts to assess native title claims and determine if native title rights exist. Where a Court completes the assessment of a native title claim, it will issue a native title determination that specifies whether or not native title rights exist;
(b) provide (together with associated State legislation) that any land tenures granted or renewed before 1 January 1994 were valid despite Mabo no. 2. This retrospective validation of land tenure was subsequently extended by the NTA to include freehold and certain leasehold (including pastoral leases) granted or renewed before 23 December 1996; and
(c) provide that an act that may affect native title rights (such as the grant or renewal of a mining tenement) carried out after 23 December 1996 (a Future Act) must comply with certain requirements for the Future Act to be valid under the NTA. These requirements are called the Future Act Provisions.

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

(a) native title claims and determinations that are registered against the Tenements (see Section 7.3);

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

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

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

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

7.2 Future Act Provisions

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

Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the applicant for the Tenement and any registered native title claimants and holders of native title rights. The aim is to agree the terms on which the Tenement can be granted. The applicant for the Tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title. The parties may also agree on conditions that will apply to activities carried out on the Tenement (e.g. in relation to heritage surveys).

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

ILUA

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

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

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

Expedited Procedure

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

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

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

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

If one or more registered native title claimants or native title holders object within that four (4) month notice period, the NNTT must determine whether the grant is an act attracting the Expedited Procedure. If the NNTT determines that the Expedited Procedure applies, the State may grant the Tenement. Otherwise, the Future Act Provisions (e.g. Right to Negotiate or ILUA) must be followed before the Tenement can be granted.

7.3 Registered Native Title Claims and Determinations

Our searches indicate that the Tenements are subject to the following native title claims and determinations. As at the date of this Report, E09/1899 has not been accepted for registration.

Tenement	Native Title Claim	Native Title Determination
P63/1694	WC99/2	Nil
P63/1646	WC96/64	Nil
	WC99/2	Nil

The status of the native title claims is summarised in Schedule 2.

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

7.4 Validity of Tenements under the NTA

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

Tenements granted before 23 December 1996

Our searches indicate that none of the Tenements were granted before 23 December 1996.

Tenements granted after 23 December 1996

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

Tenement	Date of Grant
P63/1694	16 July 2009
P63/1646	9 June 2009

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

Tenements renewed after 23 December 1996

Renewals of mining tenements made after 23 December 1996 must comply with the Future Act Provisions in order to be valid under the NTA.

Our searches indicate that the following none of the Tenements have been renewed after 23 December 1996.

Renewals of Tenements in the future will need to comply with the Future Act Provisions in order to be valid under the NTA. The registered native title claimants and holders of native title identified in Section 7.3 of this Report will need to be involved as appropriate under the Future Act Provisions.

Valid grant of Applications for Tenements

The Future Act Provisions must be complied with when granting any of the Tenements that are currently applications. This will ensure that the newly granted Tenements are valid under the NTA be assured.

The following Tenement is currently an application and, as such, will need to satisfy the Future Act Provisions.

Applicant	Tenement
Terranova Minerals Limited	E09/1899

The registered native title claimants and holders of native title identified in Section 7.3 of this Report will need to be involved as appropriate under the Future Act Provisions.

Note that the grant of any tenements in the future in relation to the Tenements (e.g. the grant of a mining lease from an exploration licence) will also need to comply with the Future Act Provisions.

8. MATERIAL CONTRACTS

There are no agreements registered as dealings against the Tenements as at the date of our DMP searches.

We have been provided with one material agreement that applies to the Red Field Tenements, namely, the sale of mining tenement agreement with Red Field Resources Pty Ltd under which Red Field agreed to sell all of Red Field’s rights in prospecting licences P 63/1646 and P 63/1694 to the Company. We have summarised the material terms of this agreement in Section 10.1 of the Prospectus.

9. QUALIFICATIONS

While the status of the Tenements is dealt with in the Tenement Schedule, we point out, by way of summary, that:

(a) we have assumed the accuracy and completeness of all tenement searches and other information or responses which were obtained from the relevant department or authority. We cannot comment on any obligations of the Company that may arise from agreements that are not registered as a dealing, encumbrance or otherwise noted on the searches of the Tenement;
(b) with respect to the Tenement, we have assumed the accuracy and completeness of the information which we have received from the various departments;
(c) the holding of the Tenements is subject to compliance with the terms and conditions and the provisions of the applicable state mining legislation;
(d) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;
(e) where compliance with the requirements necessary to maintain a Tenement in good standing is not disclosed on the face of the searches referred to in this report, we express no opinion on such compliance;
(f) references in the Tenement Schedule to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey;
(g) where Ministerial consent to any agreement or dealing referred to in the Agreements is being or will be sought, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we have no reason to believe that any application for consent will be refused; and

(h) the information in the Schedules is accurate as at the date the relevant searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenement between the date of the searches and the date of the Prospectus.

Yours faithfully

STEINEPREIS PAGANIN

SCHEDULE 1 TENEMENT SCHED ULE

TENEMENT	REGISTERED HOLDER / APPLICANT	SHARES HELD	GRANT	EXPIRY	AREA SIZE	ANNUAL RENT (NEXT RENTAL YEAR)	MINIMUM ANNUAL EXPENDITURE	SATISFACTION OF EXPENDITURE CONDITIONS TO DATE	REGISTERED ENCUMBRANCES/ DEALINGS AND MATERIAL AGREEMENTS	BONDS	NATIVE TITLE CLAIMS / DETERMINATIONS / ILUAs	ABORIGINAL HERITAGE SITES	Conditions / Notes
E09/1899	Terranova Minerals Limited	100	N/A	N/A	7 Blocks	N/A	N/A	N/A	N/A	N/A	None	N/A	Nil
P63/1694	Red Field Pty Ltd	100	16 July 2009	15 July 2013	8.1 HA	Rent for year end 15/07/2011: Paid in full Rent for year end 15/07/2012: $22.00	$2,000	Expenditure for year end 15/07/2010: Expended in full Expenditure for year end 15/07/2011: Expended in full	N/A	N/A	WC99/2	N/A	1 – 4
P63/1646	Red Field Pty Ltd	100	09 July 2009	8 July 2013	16.65 HA	Rent for year end 8/07/2012: Paid in full Rent for year end 8/07/2013: $37.40	$2,000	Expenditure for year end 08/07/2011: Expended in full Expenditure for year end 08/07/2012: $2,000 Commitment	N/A	N/A	WC96/64 WC99/2	N/A	1 - 4

Key to Tenement Schedule

P - Prospecting Licence
E - Exploration Licence

Unless otherwise indicated, capitalised terms have the same meaning given to them in the relevant Mining Act.

Notes

All surface holes drilled for the purpose of exploration to be capped, filled or otherwise made safe immediately after completion.
All costeans and other disturbances to the surface of the land made as a result of exploration, unclading drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer,
All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.

Unless the written approval of the Environmental Officer, DMP is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.

SCHEDULE 2 – STATUS OF NATIVE TITLE CLAIMS

Tribunal Number	Federal Court Number	Application Name	Registered	In Mediation	Status
WC96/64	WAD6097/98	Elaine Bullen & Others on behalf of the Esperance Nyungars	Yes	Yes	Active
WC99/2	WAD6020/98	Arthur Dimer, Ollan Dimer & Others	Yes	Yes	Active

9. RISK FACTORS

9.1 General

The Shares offered under this Prospectus should be considered speculative because of the nature of the Company’s business.

There are numerous risk factors involved with the Company’s business. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which securities will trade.

9.2 Risks Specific to the Company

The risk factors which are specific to the Company are detailed in the Investment Overview section on page 8 of this Prospectus. Please refer to that Section for more information.

9.3 Title Risk

The Tenements are governed by legislation relating to grant, renewal and forfeiture. There is no guarantee that current or future applications, conversions or renewals of tenure will be approved.

The Tenements will be subject to a number of specific legislative conditions including payment of rent and meeting minimum annual expenditure commitments. The inability to meet these conditions in relation to the Tenements could affect the standing of Tenements or restrict its ability to be renewed, adversely affecting the operations, financial position and performance of the Company.

9.4 Changes in Government Policy

Adverse changes in Federal or Western Australian government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in Western Australia may change, resulting in impairment of rights and possibly expropriation of the Company’s properties without adequate compensation. In addition, there is a possibility that the Company’s agreements with governments or joint venture partners may be unenforceable against such parties.

9.5 Regulatory Approvals

Regulatory approvals are required prior to any work being undertaken on the ground. The granting of such approvals may take time to achieve and no guarantees can be given that the approvals will be granted in the required timeframe or at all.

9.6 Operating Risks

The operations of the Company in relation to any Tenements may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown,

adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of any Tenements.

9.7 Resource Estimates

The Company does not currently have any JORC compliant resources. Should a JORC compliant resource be delineated in the future, any resource estimate will be an expression of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

9.8 Commodity and Currency Volatility

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and currency exchange rate risks.

Commodity prices inherently fluctuate and are affected by numerous factors beyond the control of the Company, including world demand for particular commodities, forward selling by producers and the level of production costs in major commodity producing regions. Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, a commodity.

Commodities are principally sold throughout the world in US dollars. As a result, any significant and/or sustained fluctuations in the exchange rate between the Australian dollar and the US dollar and/or adverse movements in commodity prices, could have a materially adverse effect on the Company’s operations, financial position (including revenue and profitability) and performance. The Company may undertake measures where deemed necessary by the board of directors to mitigate such risks.

9.9 Environmental Risks

The operations and proposed activities of the Company are subject to laws and regulation concerning the environment. As with most exploration Tenements 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.

9.10 Insurance Risks

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

Insurance against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive.

9.11 Competition Risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business��

9.12 Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, they may be required to reduce the scope of their operations, including the Company scaling back its exploration programmes.

9.13 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 and production activities, as well as on the Company’s ability to fund those activities.

9.14 Market Conditions

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

(a) general economic outlook;
(b) interest rates and inflation rates;
(c) currency fluctuations;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

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

9.15 Reliance on Key Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management

and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

9.16 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Prospectus. Therefore, the securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities pursuant to this Prospectus.

10. MATERIAL CONTRACTS

10.1 Tenement Sale Agreement with Red Field Pty Ltd

On or about 9 May 2011, Red Field entered into a Tenement Sale Agreement with the Company pursuant to which Red Field agreed to sell to the Company the Tenements P63/1694 and P63/1646, located in Western Australia (Red Field Tenements) (Red Field Agreement).

As consideration for the acquisition of the Red Field Tenements, the Company will issue and pay to Red Field:

(a) within 5 business days from the execution of the Red Field Agreement, the Company will pay an amount of $25,000 payable in cash for the reimbursement of previous exploration expenses in relation to the Red Field Tenements;
(b) at settlement, the Company will pay an amount of $40,000 payable in cash for the reimbursement of previous exploration expenses in relation to the Red Field Tenements; and
(c) at settlement, the Company will issue 300,000 Shares in Terranova Minerals to Red Field.

The Red Field Agreement and the obligation of the Parties to complete the sale and purchase of the Assets are subject to and conditional upon:

(a) the Purchaser successfully completing the Capital Raising and obtaining conditional approval to list on ASX;
(b) as at Completion, the Tenements being in Good Standing, full force and effect and free of Encumbrances;
(c) compliance by the Parties in all respects with the Corporations Act and the ASX Listing Rules; and
(d) the consent, if required, of the Minister for Industry and Resources being obtained to all dealings evidenced by this Agreement in so far as those dealings require consent to be given under the Mining Act.

The Red Field Agreement otherwise contains terms that are standard for an agreement of this nature, including (but not limited to) in relation to the termination events, access rights prior to completion, standard warranties and confidentiality.

10.2 Corporate Advisory Mandate

On or about 1 April 2011, the Company entered into a corporate mandate with Hemisphere Corporate to act as corporate advisor to the Company with respect to the Offer.

The Company has agreed, subject to shareholder approval, to pay Hemisphere Corporate the following:

(a) from 1 April 2011, a monthly corporate advisory fee of $10,000 payable in arrears on the last day of each month. This fee is to be capped at $60,000 (subject to any unforeseen events occurring) (Corporate Advisory Fee);

(b) subject to the Company being admitted to the ASX and obtaining all Shareholder and regulatory approvals, a success fee of $150,000 to be paid within seven (7) days of the Company’s admission (Corporate Advisory Success Fee); and
(c) all reasonable out of-pocket-expenses, including travel and accommodation, with such costs to be approved by the Company in advance.

10.3 Employee Share Plan

The Company has adopted an employee share plan (Employee Share Plan) in order to provide an incentive for eligible participants to participate in the future growth of the Company (Eligible Employees). It is intended that the Employee Share Plan will be administered in accordance with the Employee Share Plan rules, which are summarised below.

(a) Grant of Shares

The Directors, at their discretion, may issue Shares (Plan Shares) to Participants (or to a nominee as the Participant directs) at any time, having regard to relevant considerations such as the Participant’s past and potential contribution to the Company, and their period of employment with the Company.

(b) Participants

Full-time employees, part-time employees and Directors of the Company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate, are eligible to participate in the Employee Share Plan (Participants). However, in the event that Directors of the Company are invited to participate in the Plan, the Company will seek Shareholder approval for that participation in accordance with Listing Rule 10.14.

(c) Issue Price of Plan Shares

Plan Shares may be issued at an price to be determined by the Board, which may be a nominal or nil amount if so determined by the Board (Issue Price).

(d) Maximum Number of Plan Shares

The Company must take reasonable steps to ensure that the number of Plan Shares offered by the Company under the Employee Share Plan when aggregated with:

(i) the number of Plan Shares issued during the previous 5 years under the employee Share Plan (or any other employee share plan extended only to Eligible Employees); and
(ii) the number of Shares that would be issued if each outstanding offer for Shares (including options to acquire unissued Shares) under any employee incentive Plan of the Company were to be exercised or accepted,

does not exceed 5% of the total number of issued Shares at the time of an offer of Plan Shares (but disregarding any offer of

Shares or option to acquire Shares that can be disregarded in accordance with the ASIC Class Order 03/184.

(e) Term of Plan Shares

The Plan Shares will be issued on the same terms as the fully paid, ordinary shares of the Company and will rank equally with all of the Company’s then existing Shares.

(f) Restrictions on transfer of Plan Shares

The Board may impose conditions in an offer of Plan Shares that must be satisfied (unless waived by the Board in its absolute discretion) before the Plan Shares to which the condition applies can be sold, transferred, assigned, charged or otherwise encumbered (Restriction Conditions).

Subject to the exceptions identified below, a Participant may not sell, transfer, assign, mortgage, charge or otherwise encumber a Plan Share until any applicable Restriction Conditions are satisfied or waived by the Board in its absolute discretion.

Where any applicable Restriction Conditions in relation to Plan Shares have not been satisfied and:

(i) the Participant dies;
(ii) the Eligible Employee to whom the offer was originally made ceases to be employed as a result of:
(A) bona fide retirement from the workforce (unless the retirement happens within six (6) months of the date of the issue of the Plan Shares);
(B) bona fide redundancy; or
(C) total and permanent disability,

the Board may elect to:

(iii) allow the Participant to retain the Plan Shares;
(iv) waive any of the Restriction Conditions; and/or
(v) permit the Participant (or their personal legal representative) to sell, transfer, assign, mortgage, charge or otherwise encumber the Participant’s Plan Shares.

(g) Buy back of Plan Shares

Subject to the exemptions identified in sub-clause 10.3(f) above, where a Restriction Condition in relation to Plan Shares is not satisfied by the due date, or becomes incapable of satisfaction in the opinion of the Board, the Company must, unless the Restriction Condition is waived by the Board:

(i) where the Plan Shares were issued for no cash consideration, subject to the Corporations Act and the ASX Listing Rules, buy back the relevant Plan Shares within 12 months of the date the

Restriction Condition was not satisfied (or became incapable of satisfaction) under Part 2J.1 of the Corporations Act at a price equal to $0.0001 per Share; or

(ii) where the Shares were issued for cash consideration, subject to the Corporations Act and the ASX Listing Rules, use its best endeavours to buy back the relevant Plan Shares within 12 months of the date the Restriction Condition was not satisfied (or became incapable of satisfaction) under Part 2J.1 of the Corporations Act at a price equal to the cash consideration paid by the Participant for the Plan Shares.

(h) Quotation of Plan Shares

The Company will make application for official quotation of all Plan Shares as soon as practicable after their Issue Date.

(i) Powers of the Board of Directors

The Employee Share Plan is administered by the Directors of the Company, who have the power to:

(i) determine appropriate procedures for administration of the Employee Share Plan consistent with its terms;
(ii) resolve conclusively all questions of fact or interpretation in connection with the Employee Share Plan;
(iii) delegate the exercise of any of its powers or discretions arising under the Employee Share Plan to any one or more persons for such period and on such conditions as the Board may determine; and
(iv) suspend or terminate the Employee Share Plan by giving written advice to Eligible Employees.

10.4 Shared Office and Administration Services with Hemisphere Corporate

On 1 April 2011, the Company entered into an agreement with Hemisphere Corporate for the provision of shared office and administration services. The initial term of the agreement is 12 months and will continue on a month by month basis until terminated by either party giving at least 90 days written notice to the other party.

The Company has agreed to pay Hemisphere Corporate a monthly fee of $15,000 plus GST for Rent and variable Outgoings and not less than $2,500 (excluding GST) per month for the provision of Company Secretary and General Administration Services. Additional administration services required by the Company will be charged on a day rate of $300 per day (excluding GST).

10.5 Lead Manager Agreement

On 22 March 2011, the Company entered into a Lead Manager Agreement with Patersons Securities. Pursuant to the agreement, Patersons Securities will act as Lead Manager to the Offer and provide the Company with assistance in undertaking the Offer.

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A selling fee is payable to Patersons Securities by the Company, being 4% of the funds raised. An Issue Management Fee is also payable to Patersons Securities by the Company, being 1% of the funds raised.

This Lead Manager Agreement otherwise contains terms and conditions which are considered standard in an agreement of this type.

10.6 Other Agreements

Other material agreements with Directors (or Director related entities) are summarised at the beginning of this Prospectus.

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11. ADDITIONAL INFORMATION

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

The summary is prepared on the basis that the change of the status of the Company from a public limited company to a no-liability company, as approved by shareholders on 1 March 2011, proceeds. The change is expected to occur prior to the date that the Company lists on ASX.

Broadly, a limited liability company is one in which the liability of its members is limited to the respective amounts that the members undertake to contribute to the property of the company if it is wound up, that is the unpaid proportion of the issue price of their shares. A no-liability company is one in which its members are not bound to pay calls made by the company on their shares. Should the shareholder chose not to pay when there is a call, the shareholder forfeits both the unpaid and paid shares. No-liability companies may only be used where the company has stated in its constitution that its objectives are only mining activities.

(a) General Meetings

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

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

(b) Voting Rights

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

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

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(c) Dividend Rights

Subject to the rights of persons (if any) entitled to shares with special rights to dividends, the Directors may declare a dividend in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the shareholders of such a dividend. The Directors may from time to time pay to shareholders any interim dividend that they may determine. Subject to the rights of any preference shareholders and to the rights of the holders of any shares credited or raised under any special arrangement as to the dividend,, the dividend as declared shall be payable on all Shares irrespective of the amount paid up, or credited as paid up, on the Shares, and otherwise in accordance with Part 2H.5 of the Corporations Act. Interest may not be paid by the Company in respect of any dividend, whether final or interim.

(d) Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

(e) Transfer of Shares

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

(f) Variation of Rights

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

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

11.2 Rights attaching to Partly Paid Shares

Partly Paid Shares

The Directors may, subject to compliance with the Company’s Constitution, the Corporations Act and the Listing Rules, issue partly paid Shares upon which

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amounts are or may become payable at a future time(s) in satisfaction of all or part of the unpaid issue price.

The following contains the full terms of the rights of the holders of Partly Paid Shares. This is not exhaustive nor does it constitute a definitive statement of the rights and liabilities attaching to Partly Paid Shares:

(a) Each Partly Paid Share is issued at a price of 20 cents of which 1 cent is paid on issue with the balance of the issue price payable at the election of the holder at any time, and subject to points (b) and (c) below.
(b) The holder shall have the right to pay calls in advance on the Partly Paid Shares issued. Any notice of payment of calls in advance by the holder (Payment Notice) shall be in writing and delivered to the registered office of the Company. The Payment Notice shall specify the number of Partly Paid Shares in respect of which such payment is being made, the amount per share which is being paid up, and shall be accompanied by the appropriate payment for the number of partly paid shares specified in the Payment Notice. The Directors of the Company must, within 3 days after receipt of the Payment Notice, accept payment, credit the amount paid up and issue the appropriate holding statement for fully paid shares in respect of any shares which have been fully paid up.
(c) Subject to the Corporations Act and the Company’s Constitution, the Company shall only be entitled to make a call on the Partly Paid Shares on that date which is one (1) day before the five (5) years from the date of issue of the Partly Paid Shares. If a call is not paid when made, the Partly Paid Shares shall be subject to forfeiture in accordance with the procedure set out in Section 254Q of the Corporations Act.
(d) A statement of holding will be issued for the Partly Paid Shares and will be forwarded to the holder together with the terms and conditions of the Partly Paid Shares.
(e) Dividends may be declared in respect of any of the Partly Paid Shares notwithstanding that the issue price of such Partly Paid Shares has not been paid in full. The Partly Paid Shares will participate in any dividends on the same basis as if the Partly Paid Shares were fully paid.
(f) The holder will be entitled to exercise any vote attaching to a Partly Paid Share at general meetings of members in accordance with the Constitution of the Company. Under the Constitution, on a poll, partly paid shares have a vote prorate to the proportion of the total issue price paid up. Amounts paid in advance of a call will be ignored when calculating the proportion.
(g) Partly Paid Shares allotted to the holder will participate in all issues of securities (including issues of shares, options and convertible notes) made to shareholders of the Company pro-rata to the proportion of the total issue price paid up. In respect of an issue of bonus securities, amounts paid in advance of a call will be ignored when calculating the proportion.
(h) The Company will ensure that, at least 6 business days before the record date to determine entitlement to any such new entitlements issue, the Company will announce to ASX details of the proposed new

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entitlements issue. This will afford the holder an opportunity to pay up all or some of the partly paid shares prior to the record date of any such new entitlements issue.

(i) In the event of a reconstruction (including consolidation, sub division, reduction or return) of the issued capital of the Company, the number of partly paid shares shall be reconstructed in accordance with the Listing Rules.
(j) Subject to the Partly Paid Shares becoming fully paid, the Company will apply for listing of the fully paid shares on the ASX.
(k) ln the event of death of the holder, the right of the holder to pay up the Partly Paid Shares which are not at the time of the death of the holder fully paid up, will vest in the holder’s executor and/or administrator as the case may be and such executor and/or administrator shall have the same rights to pay up the Partly Paid Shares as such deceased holder would have had but for the holder’s death.
(l) Upon becoming fully paid, each Partly Paid Share will rank equally in all respects with the other issued fully paid ordinary shares in the Company.
(m) Subject to the ASX Listing Rules, the Partly Paid Shares, whilst partly paid, shall not be capable of transfer or assignment either in whole or in part without the approval of the Directors.

11.3 Fees and Benefits

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

(a) Director of the Company; (b) 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; or
(c) promoter of the Company,

has, or had within two years before lodgement of this Prospectus with the ASIC, any interest in:

(d) the formation or promotion of the Company;
(e) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer of Shares under this Prospectus; or
(f) the offer of Shares under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons as an inducement to become, or to qualify as, a Director of the Company or for services rendered in connection with the formation or promotion of the Company or the offer of Shares under this Prospectus.

BMGS Perth Pty Ltd has acted as the Independent Geologist and has prepared an Independent Geologist’s Report which has been included in Section 6 of this Prospectus. The Company estimates that it will pay BMGS Perth Pty Ltd a total of

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$12,000 for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, BMGS Perth Pty Ltd has not received any other fees from the Company.

Hemisphere Corporate has acted as corporate adviser to the Company. In respect of this work, Hemisphere Corporate will be paid such amounts as detailed in Section 10.2. The Company has also agreed to pay Hemisphere Corporate such amounts as detailed in Section 10.4 for shares office and administration services with Hemisphere Corporate. During the 24 months preceding lodgement of this Prospectus at the ASIC, Hemisphere Corporate has not received any fees from the Company. Mr Matthew Foy and Mr Benjamin Bussell are current employees of Hemisphere Corporate, however, will not receive any additional fees or benefits in connection with the services provided by Hemisphere Corporate.

Patersons Securities has acted as lead manager of the Offer. In respect of this work, Patersons Securities will be paid such amounts as detailed in Section 10.5. During the 24 months preceding lodgement of this Prospectus at the ASIC, Patersons Securities has not received any fees from the Company.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer, has been involved in due diligence enquiries on legal matters and has prepared a Solicitor’s Report on Tenements which has been included in Section 8 of this Prospectus. The Company estimates it will pay Steinepreis Paganin approximately $30,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has not received any other fees for legal services.

BDO Corporate Finance (WA) Pty Ltd has acted as Investigating Accountant and has prepared an Investigating Accountant’s Report which has been included in Section 7 of this Prospectus. The Company estimates it will pay BDO Corporate Finance (WA) Pty Ltd a total of $15,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, BDO Corporate Finance (WA) Pty Ltd has not received any fees from the Company.

11.4 Consents

Each of the parties referred to in this section:

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

BMGS Perth Pty Ltd has given his written consent to being named as the Independent Geologist to the Company in this Prospectus and to the inclusion of the Independent Geologist’s Report in Section 6 in the form and context in which the report is included. BMGS Perth Pty Ltd has not withdrawn his consent prior to the lodgement of this Prospectus with the ASIC.

106

Hemisphere Corporate has given its written consent to being named as the Company’s Corporate Advisor in this Prospectus. Hemisphere Corporate has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Patersons Securities has given its written consent to being named as the Lead Manager to the Offer in this Prospectus. Patersons Securities has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC. Patersons Securities has not authorised or caused the issue of the Prospectus or the making of the Offer.

BDO Corporate Finance (WA) Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 7 in the form and context in which the report is included. BDO Corporate Finance (WA) Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitor to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 8 in the form and context in which the report is included. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Security Transfer Registrars Pty Ltd has given its written consent to being named the Company’s Share Registry in this Prospectus and has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

11.5 Litigation

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

11.6 Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the relevant application forms. If you have not, please obtain a copy of the Prospectus from the Company’s website at www.terranovaminerals.com.au.

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

11.7 Taxation

The acquisition and disposal of Shares in the Company will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain

107

independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus as a consequence of Shares subscribed for under this Prospectus.

108

12. DIRECTORS’ AUTHORISATION

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

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

==> picture [97 x 107] intentionally omitted <==

Matthew Foy Director For and on behalf of

TERRANOVA MINERALS Limited

109

13. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

A$ or $ means an Australian dollar.

Applicant means a person who submits an Application Form.

Application Form means the application form accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange (as the context requires).

Beete Gold Project means the project described as such in the Independent Geologist’s Report.

Board means the board of Directors as constituted from time to time.

Business Day means a week day when trading banks are ordinarily open for business in Perth, Western Australia.

Closing Date means the closing date of the Offer as set out in the indicative timetable in the Investment Overview.

Company means Terranova Minerals Limited (ACN 148 966 545).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Corporate Advisory Fee means the fee payable to Hemisphere Corporate referred to in Section 10.2 of this Prospectus.

Corporate Advisory Success Fee means the fee payable to Hemisphere Corporate referred to in Section 10.2 of this Prospectus.

Crawford Project means the project described as such in the Independent Geologist’s Report.

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

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

Hemisphere Corporate means Hemisphere Corporate Services Pty Ltd (ACN ACN 139 826 690).

Independent Geologist’s Report means the Independent Geologist’s Report included in Section 6 of this Prospectus.

Investment Overview means the section of this Prospectus so titled commencing on page 3.

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Listing Rules means the official listing rules of ASX.

Offer means the offer of Shares pursuant to this Prospectus as outlined in the Investment Overview and Section 3.1.

Official List means the Official List of ASX.

Official Quotation means official quotation by ASX in accordance with the Listing Rules.

Option means an option to subscribe for a Share.

Partly Paid Share means a partly paid ordinary share in the capital of the Company.

Patersons Securities means Patersons Securities Limited (ACN 008 896 311).

Peninsula Gold Project means the project described as such in the Independent Geologist’s Report.

Prospectus means this prospectus.

Selling Fee means the fees payable to Patersons Securities referred to in Section 10.5 of this Prospectus.

Issue Management Fee is also payable to Patersons Securities means the fees payable to Patersons Securities referred to in Section 10.5 of this Prospectus.

Red Field means Red Field Pty Ltd (ACN 009 260 682).

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

Share Registry means Security Transfer Registrars Pty Ltd (ACN 008 894 488).

Shareholder means a holder of Shares.

Solicitor’s Report on Tenements means the “Solicitor’s Report on Tenements” included in Section 8 of this Prospectus.

Tenements means the tenements in which the Company has or will have an interest as outlined in the Solicitor’s Report on Tenements.

WST means Western Standard Time, Perth, Western Australia.

111

AI assistant

ORE RESOURCES LIMITED — Capital/Financing Update 2011

65504_rns_2011-07-13_2f667f0e-c01a-409e-8add-4fdd6a4b80ff.pdf

TERRANOVA MINERALS LIMITED ACN 148 966 545

PROSPECTUS

Lead Manager

Patersons Securities Limited

IMPORTANT NOTICE

THIS OFFER IS NOT UNDERWRITTEN

IMPORTANT NOTICE

WEB SITE – ELECTRONIC PROSPECTUS

EXPOSURE PERIOD

COMPETENT PERSONS STATEMENT

INVESTMENT OVERVIEW

THE COMPANY

THE OFFER

INDICATIVE TIMETABLE

PURPOSE OF THE OFFER

USE OF PROCEEDS

CAPITAL STRUCTURE

Notes:

RESTRICTED SECURITIES

INVESTMENT HIGHLIGHTS

KEY RISKS

Status of Tenements

FINANCIAL INFORMATION

DIRECTORS

Mr Benjamin Bussell

Non-Executive Chairman

Mr Matthew Foy

Executive Director and Company Secretary

Mr Robert Jewson

Non-Executive Director

INTERESTS OF DIRECTORS IN THE COMPANY’S SECURITIES

Notes:

REMUNERATION OF DIRECTORS

AGREEMENTS WITH DIRECTORS OR RELATED PARTIES

Services Agreement – Matthew Foy

Services Agreement – Benjamin Bussell

Services Agreement – Robert Jewson

Deeds of Indemnity, Insurance and Access

SUBSTANTIAL SHAREHOLDERS

As at the date of the Prospectus

Notes.

Notes.

EXPENSES OF THE OFFER

DIVIDEND POLICY

1. CORPORATE DIRECTORY

Directors

Investigating Accountant

Lawyers

Company Secretary

Independent Geologist

Registered Office

Corporate Advisor

Share Registry*

Proposed ASX Code

2. CHAIRMAN’S LETTER

Benjamin Bussell Non-Executive Chairman

3. DETAILS OF THE OFFER

3.1 The Offer

3.2

Applications

3.3 Allotment

3.4 ASX Listing

3.5 Applicants outside Australia

3.6

Minimum Subscription

3.7 Underwriter

3.8 Commissions on Application Forms

3.9

CHESS

3.10 Forecast Financial Information

3.11 Privacy Statement

4. COMPANY AND PROJECT OVERVIEW

4.1 Company Overview

4.2 Overview and Location of Peninsula and Beete Gold Projects

4.3 Overview and Location of Crawford Project

4.4 Further Information

4.5 Other Projects

ORE RESOURCES LIMITED Capital/Financing Update 2011

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