MERAH RESOURCES LIMITED ACN 146 035 127

ENTITLEMENT ISSUE PROSPECTUS

For a non-renounceable entitlement issue of two (2) Shares for every three (3) Shares held by those Shareholders registered at the Record Date at an issue price of $0.03 per Share to raise up to $661,900 (based on the number of Shares on issue as at the date of this Prospectus) (Offer).

The Offer is fully underwritten by Patersons Securities Limited (Underwriter). Refer to Section 8 for details regarding the terms of the Underwriting Agreement.

IMPORTANT NOTICE

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

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

1.	CORPORATE DIRECTORY .............................................................................................. 1
2.	TIMETABLE ..................................................................................................................... 2
3.	IMPORTANT NOTES ....................................................................................................... 3
4.	DETAILS OF THE OFFER .................................................................................................. 5
5.	UPDATE ON ACTIVITIES AND PURPOSE AND EFFECT OF THE OFFER .......................... 11
6.	RIGHTS AND LIABILITIES ATTACHING TO SHARES ...................................................... 18
7.	RISK FACTORS ............................................................................................................ 20
8.	UNDERWRITING AND SUB-UNDERWRITING ................................................................ 26
9.	ADDITIONAL INFORMATION ...................................................................................... 33
10.	DIRECTORS’ AUTHORISATION .................................................................................... 42
11.	GLOSSARY .................................................................................................................. 43

1159768_14

1. CORPORATE DIRECTORY

Directors

Registered Office

Mr David Deloub

Managing Director & Executive Chairman (Proposed Non-Executive Chairman)

Mr Ian Prentice Non-Executive Director

Mr Jason Eveleigh Non-Executive Director

Level 2, 79 Hay Street Subiaco WA 6008

Telephone: + 61 8 9200 4436 Facsimile: +61 8 9200 4437

Email: [email protected] Website: www.merahresources.com.au

Share Registry***

Proposed Directors

Mr Jeremy Read* Proposed Managing Director

Mr Adam Davey* Proposed Non-Executive Director

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153

TELEPHONE: +61 8 9315 2333 FACSIMILE: +61 8 9315 2233

Mr Paul Niardone** Proposed Non-Executive Director

Solicitors

Mr Morrice Cordiner** Proposed Non-Executive Chairman

Company Secretary

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

Ms Suzie Foreman

Underwriter and Lead Manager***

ASX Code

MEH

Auditor***

Patersons Securities Limited Level 23 Exchange Plaza 2 The Esplanade Perth WA 6000

HLB Mann Judd (WA Partnership) Level 4, 130 Stirling Street Perth WA 6000

To be appointed on completion of the Oresearch Acquisition.

** It is anticipated that Mr Niardone will be appointed following completion of the Secondary Capital Raising and Mr Cordiner will be appointed within six (6) months of completion of the Secondary Capital Raising.

***These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus.

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2. TIMETABLE

Lodgement of Prospectus with the ASIC	19 August 2014
Lodgement of Prospectus & Appendix 3B with ASX	19 August 2014
Notice sent to Optionholders	19 August 2014
Notice sent to Shareholders	21 August 2014
Ex date	22 August 2014
Record Date for determining Entitlements	5:00pm (WST) 26 August 2014
Prospectus sent out to Shareholders & Company	29 August 2014
announces this has been completed
Last day to extend the Closing Date	19 September 2014
Closing Date*	5:00pm (WST) 24 September 2014
Shares quoted on a deferred settlement basis	25 September 2014
ASX notified of under subscriptions	26 September 2014
Shareholder Meeting to approve Oresearch	26 September 2014
Acquisition
Issue date/Shares entered into Shareholders’	29 September 2014
security holdings
Settlement of Oresearch Acquisition	29 September 2014
Quotation of Shares issued under the Offer*	30 September 2014

*The Directors may extend the Closing Date by giving at least 3 Business Days notice to ASX prior to the Closing Date. As such the date the Shares are expected to commence trading on ASX may vary.

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3. IMPORTANT NOTES

This Prospectus is dated 19 August 2014 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

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

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

Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form or Shortfall Application Form.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

3.1 Risk factors

Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 7 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

3.2 Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

The Company cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking

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statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

The Company have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7 of this Prospectus.

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4. DETAILS OF THE OFFER

4.1 The Offer

The Offer is being made as a non-renounceable entitlement issue of two (2) Shares for every three (3) Shares held by Shareholders registered at the Record Date at an issue price of $0.03 per Share. Fractional entitlements will be rounded up to the nearest whole number.

Based on the capital structure of the Company as at the date of this Prospectus, a maximum of 22,063,334 Shares will be issued pursuant to this Offer to raise up to $661,900.

As at the date of this Prospectus the Company has 7,000,000 Options on issue all of which may be exercised prior to the Record Date in order to participate in the Offer. Please refer to Section 5.5 of this Prospectus for information on the exercise price and expiry date of the Options on issue.

All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 6 for further information regarding the rights and liabilities attaching to the Shares.

The purpose of the Offer and the intended use of funds raised are set out in Section 5.2 of this Prospectus.

4.2 Minimum subscription

The minimum subscription for the Offer is the full subscription, being approximately $661,900 (before costs).

No Shares will be issued until the minimum subscription has been received. If the minimum subscription is not achieved within 4 months after the date of issue of this Prospectus, the Company will either repay the application monies to the Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their application and be repaid their application monies.

4.3 Acceptance

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

(a) if you wish to accept your full Entitlement:
(i) complete the Entitlement and Acceptance Form; and
(ii) attach your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the amount indicated on the Entitlement and Acceptance Form; or
(b) if you only wish to accept part of your Entitlement:

(i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and

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(i) attach your cheque, drawn on an Australian bank or bank draft made payable in Australian currency, for the appropriate application monies (at $0.03 per Share); or
(c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.

4.4 Payment by cheque/bank draft

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to Merah Resources Limited – Subscription Account” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form and cheque must reach the Company’s share registry no later than 5:00pm (WST) on the Closing Date.

4.5 Payment by BPAY®

For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®:

(a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and
(b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your application monies.

It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 5.00pm (WST) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Shares (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

4.6 Underwriting and sub-underwriting

In addition to acting as Lead Manager to the Offer, the Underwriter has agreed to fully underwrite the Offer, being 22,063,334 Shares (Underwritten Shares). Under the terms of the Underwriting Agreement, the Underwriter is required to subscribe for the Underwritten Shares within 5 business days of the Closing Date (or such other date agreed in writing between the parties).

Pursuant to the Underwriting Agreement, the Company has agreed to pay the Underwriter:

(a) a fee of 5% of the total amount raised pursuant to the Offer (being a maximum of $33,095), in consideration for the Underwriter’s underwriting obligations; and

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(b) a corporate advisory fee of $5,000.

The obligation of the Underwriter to underwrite the Offer is subject to certain events of termination.

Refer to Section 8 of this Prospectus for details of the terms of the underwriting.

The Underwriter has entered into a number of sub-underwriting agreements in respect of the Underwritten Shares, including sub-underwriting agreements with the following entities controlled by Proposed Directors[1] :

Sub-Underwriter	Current Holding	Current Voting Power	Sub- Underwritten Shares2	Sub- Underwritten Value	Holding Post Offer	Voting Power Post Offer
M & S Super Investments Pty Ltd3	Nil	Nil	3,333,333	$99,999.99	3,333,333	6.04%
Trindis Pty Ltd4	Nil	Nil	1,666,669	$50,000.07	1,666,669	3.02%

Notes:

Each of these parties has entered into a sub-underwriting agreement with the Underwriter on the terms set out in section 8.2 of this Prospectus. Pursuant to the terms of the subunderwriting, the Underwriter shall pay each sub-underwriter a fee of 1% on the subunderwriter’s respective sub-underwritten value.
Assumes that the sub-underwriter is obliged to subscribe for all of its respective subunderwritten Shares pursuant to his sub-underwriting agreement. However, the obligation to subscribe for sub-underwritten Shares will reduce to the extent that Shareholders take up their Entitlements under the Offer.
This entity is controlled by Mr Morrice Cordiner, a Proposed Director. Subject to satisfaction or waiver of certain conditions, including but not limited to Shareholder approval, M & S Super Investments Pty Ltd will receive up to 5,050,506 Shares (including Initial Consideration Shares, Additional Consideration Shares and Deferred Consideration Shares) in connection with the Oresearch Acquisition. Following the issue of the Initial Consideration Shares and Additional Consideration Shares, and assuming that 3,333,333 Shares are issued to M & S Super Investments Pty Ltd pursuant to the sub-underwriting and no other securities are issued or Options are exercised, M & S Super Investments Pty Ltd will have voting power of 8.11%. M & S Super Investments Pty Ltd’s voting power may increase further in the event that some or all of the Deferred Consideration Shares are issued to the shareholders of Oresearch, however, the exact voting power of M & S Super Investments Pty Ltd will be dependent upon the number of Shares on issue at that time.
This entity is controlled by Mr Paul Niardone, a Proposed Director. Subject to satisfaction or waiver of certain conditions, including but not limited to Shareholder approval, Trindis Pty Ltd will receive up to 5,050,506 Shares (including Initial Consideration Shares, Additional Consideration Shares and Deferred Consideration Shares) in connection with the Oresearch Acquisition. Following the issue of the Initial Consideration Shares and Additional Consideration Shares, and assuming that 1,666,669 Shares are issued to Trindis Pty Ltd pursuant to the sub-underwriting and no other securities are issued or Options are exercised, Trindis Pty Ltd will have voting power of 5.42%. Trindis Pty Ltd’s voting power may increase further in the event that some or all of the Deferred Consideration Shares are issued to the shareholders of Oresearch, however, the exact voting power of Trindis Pty Ltd will be dependent upon the number of Shares on issue at that time.

4.7 Effect on control of the Company

The Underwriter is presently not a shareholder of the Company. However, the extent to which Shares are issued pursuant to the underwriting will increase the Underwriters’ voting power in the Company. The Underwriter is not a related party of the Company for the purpose of the Corporations Act. The Underwriter’s present relevant interest and changes under several scenarios are set out in the

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table below and are based on the assumption that the Underwriter takes up its full entitlement of Shares under each scenario.

Event	Shares held by Underwriter	Voting power of Underwriter
Date of Prospectus	Nil	Nil
Completion of Entitlement Issue
• Fully subscribed	Nil	Nil
• 75% subscribed	5,515,834	10.00%
• 50% subscribed	11,031,667	20.00%
• 25% subscribed	16,547,501	30.00%
• 0% subscribed	22,063,334	40.00%

The number of Shares held by the Underwriter and its voting power in the table above show the potential effect of the underwriting of the Offer. However, it is unlikely that no Shareholders will take up Entitlements under the Offer. The underwriting obligation and therefore voting power of the Underwriter will reduce by a corresponding amount for the amount of Entitlements under the Offer taken up by Shareholders.

Further, the Underwriting Agreement gives the Underwriter the right to enter into sub-underwriting agreements to pass on some or all of its obligations to subscribe for the Shortfall under the Underwriting Agreement. The Underwriter has advised the Company that it has entered into a number of sub-underwriting agreements with its clients to take up the Shortfall. Accordingly, it is unlikely that the Underwriter will be obliged to subscribe for all of the Shortfall, as these obligations are likely to be passed on to the sub-underwriters.

The Underwriter has advised the Company that the following sub-underwriters may potentially hold voting power of 5% or more in the Company as a result of their respective sub-underwriting agreements. The voting power post Offer is calculated on the basis that each sub-underwriter takes up all of the subunderwritten securities pursuant to that party’s sub-underwriting agreement. However, the voting power of each sub-underwriter will reduce by a corresponding amount for the amount of Entitlements taken up by Shareholders.

Sub-Underwriter	Current Holding	Current Voting Power	Entitlement Under the Offer	Sub- Underwritten Shares	Holding Post Offer	Voting Power Post Offer
Solequest Pty Ltd	Nil	Nil	Nil	3,333,333	3,333,333	6.04%
M & S Super Investments Pty Ltd1	Nil	Nil	Nil	3,333,333	3,333,333	6.04%
Nutsville Pty Ltd Co S/F A/C>	Nil	Nil	Nil	4,000,000	4,000,000	7.25%

Notes:

This entity is controlled by Mr Morrice Cordiner, a proposed director of the Company.

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In the event that the Underwriting Agreement is terminated and not all Shareholders accept their full Entitlement, the Shortfall procedure set out in section 4.9 of this Prospectus shall apply.

4.8 Potential dilution

In addition, Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted by approximately 40.00% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders is set out in the table below:

Holder	Holding as at Record date	% at Record Date	Entitlements under the Offer	Holdings if Offer not takenUp	% postOffer
Shareholder 1	10,000,000	30.22%	6,666,667	10,000,000	18.13%
Shareholder 2	5,000,000	15.11%	3,333,334	5,000,000	9.06%
Shareholder3	1,500,000	4.53%	1,000,000	1,500,000	2.72%
Shareholder 4	400,000	1.21%	266,667	400,000	0.72%
Shareholder5	50,000	0.15%	33,334	50,000	0.09%

Note:

The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted are placed under the Shortfall Offer. In the event all Entitlements are not accepted and some or all of the resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage.

4.9 Shortfall Offer

Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer.

The Shortfall Offer is a separate offer made pursuant to this Prospectus and will remain open for up to three months following the Closing Date. The issue price for each Share to be issued under the Shortfall Offer shall be $0.03 being the price at which Shares have been offered under the Offer.

The Directors in conjunction with the Underwriter reserve the right to issue Shortfall Shares at their absolute discretion, subject to the ASX Listing Rules and any restrictions under applicable law. Accordingly, do not apply for Shortfall Shares unless instructed to do so by the Directors.

4.10 ASX listing

Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made in accordance with the timetable set out at the commencement of this Prospectus. If ASX does not grant Official Quotation of the Shares offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

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4.11 Issue of Shares

Shares issued pursuant to the Offer will be issued in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus.

Shares issued pursuant to the Shortfall Offer will be issued on a progressive basis. Where the number of Shares issued is less than the number applied for, or where no issue is made surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the closing date of the Shortfall Offer.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for Shares issued under the Offer will be mailed in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus and for Shortfall Shares issued under the Shortfall Offer as soon as practicable after their issue.

4.12 Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia or New Zealand.

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

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

4.13 Enquiries

Any questions concerning the Offer should be directed to Suzie Foreman, Company Secretary, on + 61 8 9200 4436.

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5. UPDATE ON ACTIVITIES AND PURPOSE AND EFFECT OF THE OFFER

5.1 Update on activities

As announced to ASX on 18 July 2014, the Company has entered into the following agreements:

(a) a binding terms sheet with Oresearch Limited (ACN 153 505 429) (Oresearch) and the shareholders of Oresearch, to acquire 100% of the issued share capital of Oresearch (Oresearch Agreement) (Oresearch Acquisition); and
(b) a letter agreement with Pacific Ridge Exploration Ltd (a company incorporated in Canada) (TSX-V:PEX) (Pacific Ridge), pursuant to which Pacific Ridge has granted the Company an exclusive right and option to earn up to an 80% interest in mineral exploration licenses located in the Finlayson Lake District, south east Yukon Territory, Canada (Fyre Lake Property) (Frye Lake Agreement).

By acquiring Oresearch, the Company will acquire the intellectual property rights of Oresearch, being a pipeline of assets under review. As announced on 11 August 2014, Oresearch has entered into an Option/Joint Venture Agreement with Teck Australia Pty Ltd, pursuant to which Oresearch has an option to earn a 100% interest in three exploration licenses located in the Gawler Graton, South Australia, known as the Coober Pedy Project (Additional Project). Accordingly, subject to settlement of the Oresearch Acquisition occurring, the Company will acquire an interest in the Additional Project via its interest in Oresearch.

Completion of the Oresearch Acquisition is subject to a number of conditions precedent, including amongst other things, completion of due diligence by both parties and the Company obtaining all necessary Shareholder, third party and regulatory approvals to complete the acquisition.

In addition, ASX has confirmed that the Oresearch Acquisition will result in a significant change to the nature and scale of the Company’s activities and that ASX Listing Rule 11.1.2 will apply. The Oresearch Acquisition will therefore require the approval of the Company’s Shareholders under ASX Listing Rule 11.1.2.

A notice of meeting seeking Shareholder approval for the resolutions required to effect the proposed transactions will be announced on the Company’s ASX announcement platform and sent to Shareholders shortly after this Prospectus is lodged with ASIC.

Please refer to the Company’s ASX announcement on 18 July 2014 for a summary of the key terms of the Oresearch Agreement and the Fyre Lake Agreement and for further details regarding Oresearch and the Fyre Lake Property.

5.2 Purpose of the Offer

The purpose of the Offer is to raise up to $661,900.

The funds raised from the Offer are planned to be used in accordance with the table set out below:

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Item	Proceeds of the Offer	Full Subscription ($)	%
1.	Acquisition costs – Oresearch Limited1	$15,000	2.3%
2.	Exploration expenditure on the Company’s existing assets (Ghana)2	$100,000	15.1%
3.	Exploration expenditure – Fyre Lake Property2	$300,000	45.3%
4.	Exploration expenditure – Additional Project	$100,000	15.1%
5.	Expenses of the Offer3	$74,765	11.3%
6.	Working capital	$72,135	10.9%
	Total	$661,900	100.00%

Notes:

Includes costs associated with successful completion of due diligence and legal costs associated with the acquisition of Oresearch.
In the event that Shareholders do not approve the resolutions required to effect the proposed transactions, including the issue of Shares to Pacific Ridge as part of the requirements which the Company must complete in order to earn an initial 51% interest in the Fyre Lake Property, the Oresearch Agreement and the Fyre Lake Agreement will terminate. Where this occurs, the funds allocated to items 3 and 4 above will instead be applied pro rata towards items 2 and 6 and the Company will seek to identify, evaluate and, if warranted, secure alternative acquisition opportunities to complement its existing operations that are considered by the Board to add potential value to the Company and its Shareholders.
Refer to Section 9.7 of this Prospectus for further details relating to the estimated expenses of the Offer.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

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

5.3 Effect of the Offer

The principal effect of the Offer, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, will be to:

(a) increase the cash reserves by $587,135 (after deducting the estimated expenses of the Offer) immediately after completion of the Offer; and
(b) increase the number of Shares on issue from 33,095,001 as at the date of this Prospectus to 55,158,335 Shares.

5.4 Pro-forma balance sheet

The unaudited balance sheet as at 31 May 2014 and the unaudited pro-forma balance sheet as at 31 May 2014 shown below have been prepared on the

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basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position.

The pro-forma balance sheet has been prepared assuming all Entitlements are accepted, no Options are exercised prior to the Record Date and including expenses of the Offer.

The pro-forma balance sheet has been prepared to provide investors with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

	UNAUDITED 31 May2014	PROFORMA 31 May2014
CURRENT ASSETS
Cash and cash equivalents1,2	189,504	899,639
Other receivables	11,648	11,648
Other current assets	2,834	2,834
TOTAL CURRENT ASSETS	203,986	914,121

NON-CURRENT ASSETS
Plant and equipment	31,404	31,404
Exploration and evaluation expenditure	602,694	602,694
Other non-current assets	20,081	20,081
TOTAL NON-CURRENT ASSETS	654,179	654,179

TOTAL ASSETS	858,165	1,568,300

CURRENT LIABILITIES
Trade and otherpayables	36,107	36,107
TOTAL CURRENT LIABILITIES	36,107	36,107

TOTAL LIABILITIES	36,107	36,107

NET ASSETS (LIABILITIES)	822,058	1,532,193

EQUITY
Share capital1,2	3,085,254	3,795,389
Options Reserve	19,017	19,017
Retained loss	(2,282,213)	(2,282,213)
TOTAL EQUITY	822,058	1,532,193

Notes:

Includes proceeds of $123,000 before costs from a placement of 4,100,000 Shares at an issue price of $0.03 completed on 18 July 2014.
An increase in cash reserves of approximately $587,135 pursuant to the Offer.

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5.5 Effect on capital structure

The effect of the Offer on the capital structure of the Company, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, is set out below.

	Number
Shares currently on issue	33,095,001
Shares offered pursuant to the Offer	22,063,334
Total Shares on issue after completion of the Offer	55,158,335

Note:

Subject to satisfaction or waiver of certain conditions, including but not limited to Shareholder approval, the Company will issue the following additional shares in connection with the Oresearch Acquisition:
(a) 4,444,467 Shares to be issued on completion of the Oresearch Acquisition (Initial Consideration Shares);
(b) subject Oresearch entering into a binding agreement (Additional Project Agreement) to acquire rights to a group of exploration licences in South Australia (Additional Project), 2,222,200 Shares to be issued on the later of completion of the Oresearch Acquisition and the date on which Oresearch enters into the Additional Project Agreement (Additional Consideration Shares);
(c) 4,444,467 Shares to be issued as follows:
- (i) where 50% of more of the funds raised from the Offer (including the Shortfall Offer) are raised from persons or entities introduced to the Company by the Oresearch shareholders or the Underwriter, 2,222,234 Shares on completion of the Oresearch Acquisition; and
- (ii) the balance of 2,222,233 Shares on completion of a capital raising by the Company to raise a minimum of $1,500,000,

(Tranche 1 Deferred Consideration Shares);

(d) subject to Oresearch entering into the Additional Project Agreement, 2,222,200 Shares to be issued as follows:
(i) where 50% of more of the funds raised from the Offer (including the Shortfall Offer) are raised from persons or entities introduced to the Company by the Oresearch shareholders or the Underwriter, 1,111,100 Shares on completion of the Oresearch Acquisition; and
(ii) the balance of 1,111,100 Shares on completion of a capital raising by the Company to raise a minimum of $1,500,000,

(Tranche 2 Deferred Consideration Shares);

(e) 4,444,467 Shares to be issued on the earlier to occur of:
(i) completion of the earlier to occur of:
- (A) the first 12 months of exploration on the Additional Project; or
- (B) meeting the minimum expenditure on the Additional Project,

and, the board of directors of the Company electing to continue to fund expenditure on the Additional Project (either by sole funding or assigning or selling its joint venture interest) following satisfaction of the minimum expenditure commitment on the Additional Project; and

(ii) completion of the earlier to occur of:
(A) the first 12 months of exploration on the Fyre Lake Property; or

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(B) meeting the minimum expenditure commitment on the Fyre Lake Property,

and, the board of directors of the Company electing to continue to fund expenditure on the Fyre Lake Property (either by sole funding or assigning or selling its joint venture interest) following satisfaction of the minimum expenditure commitment on the Fyre Lake Property,

(Tranche 3 Deferred Consideration Shares); and

(f) subject to Oresearch entering into the Additional Project Agreement, 2,222,200 Shares to be issued on the earlier to occur of:
(i) completion of the earlier to occur of:
- (A) the first 12 months of exploration on the Additional Project; or
- (B) meeting the minimum expenditure on the Additional Project,

(ii) completion of the earlier to occur of:
(A) the first 12 months of exploration on the Fyre Lake Property; or
(B) meeting the minimum expenditure commitment on the Fyre Lake Property,

(Tranche 4 Deferred Consideration Shares).

Shareholder approval for the issue of the Initial Consideration Shares, Additional Consideration Shares, Tranche 1 Deferred Consideration Shares, Tranche 2 Deferred Consideration Shares, Tranche 3 Deferred Consideration Shares and Tranche 4 Deferred Consideration Shares will be sought at the Company’s upcoming general meeting of Shareholders.

Details of the Oresearch Acquisition, including the conditions precedent and milestones are set out in Company’s ASX announcement on 18 July 2014.

Options

	Number
Options currently on issue: (Unquoted exercisable at $0.20 on or before 31 August 2015)	7,000,000
Options offered pursuant to the Offer	Nil
Total Options on issue after completion of the Offer	7,000,000

Performance Rights

	Number
Performance Rights currently on issue	2,000,000
Options offered pursuant to the Offer	Nil
Total Performance Rights on issue after completion of the Offer	2,000,000

The capital structure on a fully diluted basis as at the date of this Prospectus (assuming the Performance Rights vest) would be 42,095,001 Shares and on completion of the Offer (assuming all Entitlements are accepted, no Options are

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exercised prior to the Record Date and assuming the Performance Rights vest) would be 64,158,335 Shares.

No Shares or Options on issue are subject to escrow restrictions, either voluntary or ASX imposed.

5.6 Details of substantial holders

Based on information provided by the Company’s share registry, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Shareholder	Shares	%
Prospect Custodian Limited	5,350,000	16.17%
Mr Brendan William Jesser	2,055,000	6.21%
Castle Minerals Limited	2,000,000	6.04%
Mr Malcolm Shippen	1,994,000	6.02%
Pitt Street Absolute Return Fund	1,797,500	5.43%
Mr Jeffrey Bennett	1,815,000	5.48%

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

5.7 Proposed Directors

Following settlement of the Oresearch Acquisition, it is proposed that Mr Jeremy Read and Mr Adam Davey will be appointed as directors of the Company. Under the Oresearch Agreement, Mr Paul Niardone will be appointed as a director of the Company following completion of the Secondary Capital Raising and Mr Morrice Cordiner will be appointed as a director of the Company within six (6) months of completion of the Secondary Capital Raising.

Mr Jeremy Read Proposed Managing Director

Jeremy was the founding managing director of Discovery Metals Limited (Discovery) from its incorporation in May 2003, until his appointment as a nonexecutive director on 1 February 2008. Mr Read secured the Boseto Copper Project for Discovery and was responsible for all Discovery’s fund raising activities and for listing Discovery on the Australian Securities Exchange, Botswana Stock Exchange and the Alternative Investment Market in London.

Mr Read was also the founding managing director of Meridian Minerals Limited, obtained the Lennard Shelf Zn-Pb Project for Meridian and led the company until its takeover by the Chinese mining company NWME.

Jeremy’s experience and expertise are seen as valuable assets to the Merah Board and signal a change in the Company’s strategy to a more aggressive path of project acquisition, project development and value capture for shareholders. The Company will primarily focus its activities on advanced copper projects with the ability to create shareholder value through expanding defined mineral resources and undertaking feasibility studies.

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Mr Adam Davey Proposed Non-Executive Director

Mr Adam Davey’s expertise spans over 25 years and includes capital raising (both private and public), mergers and acquisition, ASX listings, asset sales and purchases, transaction due diligence and director duties. Adam has been involved in significantly growing businesses in both the industrial and mining sector. This has been achieved through holding various roles within different organisations, including chairman, managing director, non-executive director, major shareholder and corporate adviser to the board.

Mr Paul Niardone, BA MBA

Proposed Non-Executive Director

Paul is currently the CEO of the Ausnet Group of Companies comprising Ausnet Real Estate Network, Mortgage Solutions Australia, Landmark Settlements and Ausnet Financial Planning.

Paul was an original founder of Professional Public Relations “PPR” (WA), the largest public relations and communications firm in Western Australia and winner of Agency of the Year and Best Investor Relations Practice (2008, 2009 and 2010).

Mr Niardone has 20 years experience in strategic planning, marketing/business development, investor and government relations for clients in both government and the private sector.

Paul has sat on the boards of a number of public and private companies and not for profit organisations. Current Board positions include, Avalon Minerals Limited, Protean Energy Limited, and the Murdoch University Senate.

Mr Morrice Cordiner, LLB, ASIA

Proposed Non-Executive Chairman

Morrice is a corporate lawyer and has over 25 years’ experience in the finance and resources industries. Morrice was a founding director of listed copper producer , Discovery Metals Limited and was instrumental in identifying the original projects and strategic alliance with Falconbridge Inc which brought in the original exploration properties to the company in 2003. He was also a founding director of Andean Resources Limited in 2004. Andean Resources Limited was taken over in December 2010 by Goldcorp Inc for US$3.5 billion.

Over the past decade, Mr Cordiner has been involved as a senior executive in the successful development and financing of a number of listed resource companies with projects in gold, nickel, copper and zinc. He has been actively involved in raising funds for these ventures on the ASX, the London AIM market and the Toronto Stock Exchange.

Morrice's currently holds directorships in listed resource companies Chesser Resources Limited and Discovery Metals Limited.

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6. RIGHTS AND LIABILITIES ATTACHING TO SHARES

The following is a summary of the more significant rights and liabilities attaching to Shares being offered pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

6.1 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.

6.2 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:

(a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have a fraction of a vote for each partly paid share. The fraction must be equivalent to the proportion which the amount paid (not credited) is to the total amounts paid and payable (excluding amounts credited). Amounts paid in advance of a call are ignored when calculating the proportion.

6.3 Dividend rights

Subject to the rights of persons (if any) entitled to Shares with special rights to dividend, the Directors may declare a final dividend in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the Shareholders of such a dividend.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, establish a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for cash dividends paid by the Company in respect of Shares and interest paid by the Company on unsecured notes or debenture stock issued by the Company to be reinvested by way of subscription for Shares.

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6.4 Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair on 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.

6.5 Shareholder liability

As the Shares issued will be fully paid Shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

6.6 Transfer of Shares

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

6.7 Future increase in capital

The issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

6.8 Variation of rights

Under 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.

6.9 Alteration of Constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

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7. RISK FACTORS

7.1 Introduction

The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

7.2 Company specific

(a) Potential for significant dilution

Upon implementation of the Offer, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date the number of Shares in the Company will increase from 33,095,001 currently on issue to 55,158,335. This means that each Share will represent a significantly lower proportion of the ownership of the Company.

It is not possible to predict what the value of the Company or a Share will be following the completion of the Offer being implemented and the Directors do not make any representation as to such matters.

The last trading price of Shares on ASX prior to the prospectus being lodged of $0.05 is not a reliable indicator as to the potential trading price of Shares after implementation of the Offer.

(b) Fyre Lake Option Agreement

Pursuant to the Fyre Lake Agreement, the Company has been granted an option to acquire up to an 80% interest in the Fyre Lake Property. There is no guarantee that the Company will exercise its option and satisfy all of the requirements, including incurring exploration expenditure, to earn an initial 51% interest in the Fyre Lake Property. In the event that initial exploration results are not conducive to performing further exploration of the Fyre Lake Property, the Company may elect not to proceed with the Fyre Lake Property joint venture and may not earn an interest in the Fyre Lake Property.

(c)

Additional Project Option

Oresearch has entered into an agreement pursuant to which it will acquire the sole, exclusive and irrevocable right and option to earn up to a 100% interest in the Additional Project (Option). The Option is subject to the Company completing an initial program on the Additional Project, including minimum expenditure of $500,000, by 31 July 2015. Only once the initial program has been completed, and

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subject to the Company electing to proceed, will the Company have the Option to acquire an interest in the Additional Project. There is no guarantee that Oresearch will acquire and subsequently exercise its Option and this will be decided after Oresearch has undertaken exploration activities and completed the initial program. If Oresearch does not exercise its Option, it would be unable to continue to explore the Additional Project.

(d) New Management

There is a risk that management of the Company will not be able to implement the Company’s growth strategy after completion of the Oresearch Acquisition. The capacity of the new management to properly implement and manage the strategic direction of the Company may affect the Company’s financial performance.

(e) Integration Risk

There is a risk that management may not be able to integrate the Oresearch Acquisition and implement the Company’s growth strategy after completion of the Oresearch Acquisition.

(f) Contractual Risk

The Company is reliant to a certain extent on the cooperation and compliance of parties to the agreements to which it is a party, and the ability of the Company to achieve its objectives will depend on the performance by each of the parties of their respective obligations under these agreements. If a party defaults in the performance of their obligations it may adversely affect the Company or its projects. In the event of dispute, there can be no guarantee that seeking enforcement or of compensation under such agreements will provide an efficient or satisfactory outcome.

(g) Ghana

The Company’s Antubia Gold Project is located in Ghana. As a result, the Company is subject to significant political and other uncertainties, including but not limited to, changes in politics or the personnel administering them, nationalisation or expropriation of property, cancellation or modification of contractual rights, foreign exchange restrictions, currency fluctuations, royalty and tax increases and other risks arising out of foreign governmental sovereignty over the areas in which the Company’s investments are conducted.

In addition, the Company’s operations are regulated by the national, state and local authorities in Ghana. Numerous governmental permits, approvals and licences are required for the Company’s operations in Ghana. The regulations applicable to the Company or to comply with changes to these laws and regulations or the manner in which they are applied may be substantial and time-consuming and may delay the commencement or continuation of exploration, mining or production activities.

Failure to comply with these laws or regulation or to obtain or renew the permits, approvals and licences required may have a material adverse effect on the results of the operations and financial condition of the Company.

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Further, the Government of Ghana can require a 10% free-carried interest in the Antubia Gold Project.

(h)

Exploration risks

The business of exploration, project development and production, by its nature, contains elements of significant risk with no guarantee of success. Ultimate and continuous success of these activities is dependent on many factors such as:

(i) the discovery and/or acquisition of economically recoverable resources or reserves;
(ii) access to adequate capital for project development;
(iii) design and construction of efficient development and production infrastructure within capital expenditure budgets;
(iv) securing and maintaining title to interests;
(v) obtaining consents and approvals necessary for the conduct exploration, development and production activities; and
(vi) access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

(i) Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of or significant investments in other resource projects. Any such transactions would be accompanied by risks commonly encountered in making such acquisitions.

(j) Reliance on key personnel

The success of the Company in part will depend on the ability of the Directors, management team and other executive personnel (employed by the Company or its business partners) to develop the Company’s project portfolio and enhance project value. Should one or more of the key personnel cease to be involved, for whatever reason, then the capability of the Company may be expected to be impaired pending a suitable replacement being identified and retained by the Company or its business partners. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

7.3 Industry specific

(a) Environmental Risks

The Company will be subject to environmental laws and regulations in connection with operations it may pursue. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws. However, the Company may be the subject of accidents or unforeseen circumstances that could subject the Company to extensive liability.

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Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

(b) Competition

The industry in which the Company will be involved is subject to domestic and global competition. The Company will compete with other companies, some of which will have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. Many of the Company's competitors not only explore for commodities, but also carry out downstream operations on these and other products on a worldwide basis. 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.

(c) Commodity Price Volatility and Exchange Rate Risks

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 exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

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

7.4 General risks

(a) Economic

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

(b) Market conditions

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

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(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;

(iii) interest rates and inflation rates;

(iv) changes in investor sentiment toward particular market sectors;

(v) the demand for, and supply of, capital; and

(vi) terrorism or other hostilities.

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

(c)

Additional requirements for capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the Offer. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

(d) Sovereign Risk (General)

The Company’s projects are located in Ghana, and subject to exercise of the option under the Fyre Lake Agreement, in Canada.

Possible sovereign risks associated with operating both domestically and overseas include, without limitation, changes in the terms of mining legislation, changes to royalty arrangements, changes to taxation rates and concessions and changes in the ability to enforce legal rights. Any of these factors may, in the future, adversely affect the financial performance of the Company and the market price of its shares.

No assurance can be given regarding future stability in Ghana or any other country in which the Company may, in the future, have an interest.

(e) Regulatory risks

Changes in relevant taxes, legal and administration regimes, accounting practice and government policies may adversely affect the financial performance of the Company.

(f) Insurance risks

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s

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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.

(g) Dividends

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

(h) Taxation

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

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

7.5 Speculative investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

Therefore, the Shares 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 Shares.

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

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8. UNDERWRITING AND SUB-UNDERWRITING

8.1 Underwriting Agreement

By an agreement between Patersons Securities Limited (Underwriter) and the Company dated 19 August 2014 (Underwriting Agreement), the Underwriter agreed to manage the Offer and conditionally underwrite the Offer for up to $661,900 worth of Shares (being 22,063,334 Shares) (Underwritten Securities).

Pursuant to the Underwriting Agreement, the Company has agreed to pay the Underwriter:

(a) a fee of 5% of the total amount raised under the Offer (being $33,095), in consideration for the Underwriter’s underwriting obligations; and
(b) a corporate advisory fee of $5,000.

The obligation of the Underwriter to underwrite the Offer is subject to certain events of termination. The Underwriter may terminate its obligations under the Underwriting Agreement, upon or prior to the Issue Date, if:

(a) (Market conditions) the Australian equity capital market conditions and/or ASX trading conditions are such that they are not, in the bona fide judgement of the Underwriter, conducive to the successful completion of the Underwriting Agreement or other events beyond the control of Underwriter are so material and adverse as to make it impracticable or inadvisable to proceed with the new equity issue on the terms and in the manner contemplated; or
(b) (Indices fall): any of the All Ordinaries Index or the Small Ordinaries Index as published by ASX is at any time after the date of the Underwriting Agreement 7.5% or more below its level as at the close of business on the business day prior to the date of the Underwriting Agreement; or
(c) (Acquisition) Shareholder approval of the Oresearch Acquisition is not received by 26 September 2014 (or such other date agreed in writing between the parties); or
(d) (No Official Quotation): ASX notifies the Company or any other person that Official Quotation will not be or has not been granted for all Shares under the Offer by the 26 September 2014 (or such other date agreed in writing between the parties) or, having been granted, is subsequently withdrawn, withheld or qualified; or
(e) (Supplementary prospectus):
(i) the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an occurrence as described in paragraph (p)(vi) below, forms the view on reasonable grounds that a supplementary or replacement prospectus should be lodged with ASIC for any of the reasons referred to in section 719 of the Corporations Act and the Company fails to lodge a supplementary or replacement prospectus in such form and content and within such time as the Underwriter may reasonably require; or

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(ii) the Company lodges a supplementary or replacement prospectus without the prior written agreement of the Underwriter; or
(f) (Non-compliance with disclosure requirements): it transpires that the Prospectus does not contain all the information required by the Corporations Act; or
(g) (Misleading Prospectus): it transpires that there is a statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus (having regard to the provisions of section 713 of the Corporations Act) or if any statement in the Prospectus becomes or misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive; or
(h) (Restriction on allotment): the Company is prevented from allotting the Shares under the Offer within the time required by the Underwriting Agreement, the Corporations Act, the ASX Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;
(i) (Withdrawal of consent to Prospectus): any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent;
(j) (ASIC application): an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Prospectus, 26 September 2014 (or such other date agreed in writing between the parties) has arrived, and that application has not been dismissed or withdrawn;
(k) (ASIC hearing): ASIC gives notice of its intention to hold a hearing under section 739 or any other provision of the Corporations Act in relation to the Prospectus to determine if it should make a stop order in relation to the Prospectus or the ASIC makes an interim or final stop order in relation to the Prospectus under section 739 or any other provision of the Corporations Act;
(l) (Takeovers Panel): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel;
(m) (Hostilities): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Russia, the United Kingdom, the United States of America, or the Peoples Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;
(n) (Authorisation) any authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter;

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(o) (Indictable offence): a director or senior manager of a Relevant Company is charged with an indictable offence;
(p) (Termination Events): subject always to the Material Adverse Effect qualification described below, any of the following events occurs:
(i) (Default): default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking;
(ii) (Incorrect or untrue representation): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect;
(iii) (Contravention of Constitution or Act): a contravention by a Relevant Company of any provision of its constitution, the Corporations Act, the ASX Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;
(iv) (Adverse change): an event occurs which gives rise to a Material Adverse Effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any Relevant Company including, without limitation, if any forecast in the Prospectus becomes incapable of being met or in the Underwriter's reasonable opinion, unlikely to be met in the projected time;
(v) (Error in Due Diligence Results): it transpires that any of the due diligence results or any part of the verification material was false, misleading or deceptive or that there was an omission from them;
(vi) (Significant change): a "new circumstance" as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;
(vii) (Public statements): without the prior approval of the Underwriter a public statement is made by the Company in relation to the Offer, the issue of Shares under the Offer or the Prospectus;
(viii) (Misleading information): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Offer or the issue of Shares under the Offer or the affairs of any Relevant Company is or becomes misleading or deceptive or likely to mislead or deceive;
(ix) (Official Quotation qualified): the Official Quotation is qualified or conditional other than as set out in the definition of "Official Quotation";
(x) (Change in Act or policy): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a

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proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;

(xi) (Prescribed Occurrence): a Prescribed Occurrence occurs;
(xii) (Event of Insolvency): an Event of Insolvency occurs in respect of a Relevant Company;
(xiii) (Judgment against a Relevant Company): a judgment in an amount exceeding $25,000 is obtained against a Relevant Company and is not set aside or satisfied within 7 days;
(xiv) (Litigation): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced or threatened against any Relevant Company, other than any claims foreshadowed in the Prospectus;
(xv) (Board and senior management composition): there is a change in the composition of the Board or a change in the senior management of the Company before completion of the Offer without the prior written consent of the Underwriter;
(xvi) (Change in shareholdings): there is a material change in the major or controlling shareholdings of a Relevant Company or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to a Relevant Company;
(xvii) (Timetable): there is a delay in any specified date in the timetable set out in the Underwriting Agreement which is greater than 7 Business Days;
(xviii) (Force Majeure): a Force Majeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of 7 days occurs;
(xix) (Certain resolutions passed): a Relevant Company passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;
(xx) (Capital Structure): any Relevant Company alters its capital structure in any manner not contemplated by this Prospectus or as detailed in the Company’s ASX announcement titled “Merah Resources to Acquire Copper Project in The Yukon, Canada” dated 18 July 2014;
(xxi) (Breach of Material Contracts): any contract material to the Company’s business, as at the date of the Underwriting Agreement, is terminated or substantially modified;
(xxii) (Investigation): any person is appointed under any legislation in respect of companies to investigate the affairs of a Relevant Company;
(xxiii) (Market Conditions): a suspension or material limitation in trading generally on ASX occurs or any material adverse

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change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America, Canada or other international financial markets; or

(xxiv) (Delisting): the Company is removed from the Official List.

The Underwriter may not exercise its rights under termination event (p) above unless, in the reasonable opinion of the Underwriter reached in good faith, the occurrence of a termination event has or is likely to have, or two or more termination events together have or are likely to have:

(a) a Material Adverse Effect; or
(b) could give rise to a liability of the Underwriter under the Corporations Act or otherwise.

The Underwriting Agreement also contains a number of indemnities, representations and warranties from the Company to the Underwriter that are considered standard for an agreement of this type.

Defined terms used in this section 8.1 have the following meanings, which are given to the terms in the Underwriting Agreement:

"Event of Insolvency" means:

(a) a receiver, manager, receiver and manager, trustee, administrator, controller or similar officer is appointed in respect of a person or any asset of a person;
(b) a liquidator or provisional liquidator is appointed in respect of a corporation;
(c) any application (not being an application withdrawn or dismissed within 7 days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purpose of:
(i) appointing a person referred to in paragraphs (a) or (b);
(ii) winding up a corporation; or
(iii) proposing or implementing a scheme of arrangement;
(d) any event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual or his estate under any Insolvency Provision;
(e) a moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement (formal or informal) with a person's creditors, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of that person's creditors or a trustee, is ordered, declared, or agreed to, or is applied for and the application is not withdrawn or dismissed within 7 days;
(f) a person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable Act to be, insolvent or unable to pay its debts; or

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(g) any writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made, levied or issued against or in relation to any asset of a person.

"Force Majeure" means any act of God, war, revolution, or any other unlawful act against public order or authority, an industrial dispute, a governmental restraint, or any other event which is not within the control of the parties.

"Insolvency Provision" means any Act relating to insolvency, sequestration, liquidation or bankruptcy (including any Act relating to the avoidance of conveyances in fraud of creditors or of preferences, and any Act under which a liquidator or trustee in bankruptcy may set aside or avoid transactions), and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of any of the assets of any person.

"Material Adverse Effect" means:

(a) a material adverse effect on the outcome of the Offer or on the subsequent market for the Shares issued under the Offer (including, without limitation, matters likely to have a material adverse effect on a decision of an investor to invest in Shares under the Offer); or
(b) a material adverse effect on the assets, condition, trading or financial position, performance, profits and losses, results, prospects, business or operations of the Company and its Subsidiaries either individually or taken as a whole; or
(c) the Underwriter's obligations under the Underwriting Agreement becoming materially more onerous than those which exist at the date of the Underwriting Agreement; or
(d) a material adverse effect on the tax position of either:
(i) the Company and its Subsidiaries either individually or taken as a whole; or
(ii) an Australian resident shareholder in the Company.
"Prescribed Occurrence" means:
(a) a Relevant Company converting all or any of its shares into a larger or smaller number of shares;
(b) a Relevant Company resolving to reduce its share capital in any way;
(c) a Relevant Company:
(i) entering into a buy back agreement; or
(ii) resolving to approve the terms of a buy back agreement under section 257C or 257D of the Corporations Act;
(d) a Relevant Company making an issue of, or granting an option to subscribe for, any of its shares, or agreeing to make such an issue or grant such an option, other than an issue or agreement to issue in accordance with the Offer or the terms of the Underwriting Agreement;
(e) a Relevant Company issuing, or agreeing to issue, convertible notes;

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(f) a Relevant Company disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;
(g) a Relevant Company charging, agreeing to charge, the whole, or a substantial part, of its business or property;
(h) a Relevant Company resolving that it be wound up;
(i) the appointment of a liquidator or provisional liquidator to a Relevant Company;
(j) the making of an order by a court for the winding up of a Relevant Company;
(k) an administrator of a Relevant Company, being appointed under section 436A, 436B or 436C of the Corporations Act;
(l) a Relevant Company executing a deed of company arrangement; or
(m) the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of a Relevant Company.

"Relevant Company" means the Company and each Subsidiary.

"Subsidiary" means each company which at the date of execution of the Underwriting Agreement or at the time of completion of Offer is a subsidiary of the Company within the meaning of the Corporations Act.

8.2 Sub-underwriting agreements

The Underwriter has entered into a number of sub-underwriting agreements pursuant to which it has appointed a number of sub-underwriters to subunderwrite the Underwritten Shares on the following material terms:

(a) in the event of a Shortfall under the Offer, each sub-underwriter is required to subscribe for a proportion of the Shortfall to be determined with reference to the proportion that the sub-underwriter’s individual sub-underwriting commitment bears to the total number of subunderwritten Shares;
(b) if the sub-underwriter is a Shareholder as at the Record Date, the subunderwriter’s acceptance of their Entitlement will not be applied in relief of, or be offset against, the sub-underwriter’s sub-underwriting commitment;
(c) the Underwriter will pay each sub-underwriter a fee of 1% of the value of the sub-underwriter’s sub-underwriting commitment; and
(d) the sub-underwriting agreement shall terminate if the Offer does not proceed or the Underwriting Agreement is terminated.

8.3 Lead Manager Mandate

The Company has entered into a mandate with Patersons Securities Limited (Patersons) pursuant to which Patersons has agreed to act as the Lead Manager of the Offer.

In the course of its appointment, Patersons will assist the Company with determining the structure of the Offer, managing the marketing of the Offer, and providing strategic market advice in relation to the Offer.

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9. ADDITIONAL INFORMATION

9.1 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.

9.2 Continuous disclosure obligations

The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

This Prospectus is a “transaction specific prospectus”. In general terms a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

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(i) the annual financial report most recently lodged by the Company with the ASIC;
(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and
(iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Details of documents lodged by the Company with ASX since the date of lodgement of the Company’s latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below.

Date	Description of Announcement
11/08/2014	Oresearch Finalises Acquisition of South Aust Copper Project
07/08/2014	Trading Halt
31/07/2014	Appendix 3B
31/07/2014	Clarification – Listing Rule 7.1A4(b) Disclosure and 3B
31/07/2014	Change of Director’s Interest Notice
30/07/2014	Quarterly Cashflow Report
30/07/2014	Quarterly Activities Report
25/07/2014	Change in substantial holding
22/07/2014	Change in substantial holding
22/07/2014	Ceasing to be a substantial holder
22/07/2014	Change in substantial holding
21/07/2014	Ceasing to be a substantial holder
21/07/2014	Becoming a substantial holder
21/07/2014	Appendix 3B
21/07/2014	Placement Issue and Notice under s708A
18/07/2014	Merah Resources to Acquire Copper Project In Yukon Canada
17/07/2014	Release from Escrow Notification
16/07/2014	Trading Halt
05/05/2014	Appendix 3B - Release from escrow
30/04/2014	Quarterly Cashflow Report
30/04/2014	Quarterly Activities Report
30/04/2014	Final Director's Interest Notice x 2

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Date	Description of Announcement
30/04/2014	Initial Director's Interest Notice
30/04/2014	Board Restructure
11/04/2014	Release From Escrow
28/03/2014	Replacement Appendix 3B
27/03/2014	Introduction Fee Payments for Ghanian Assets
28/02/2014	Half Yearly Report and Accounts
27/02/2014	Becoming a substantial holder from CDT
26/02/2014	Appendix 3B
20/02/2014	Replacement Presentation
17/02/2014	Company Presentation
31/01/2014	Quarterly Cashflow Report
31/01/2014	Quarterly Activities Report
28/01/2014	Option Finalisation to Acquire Antubia Gold Project in Ghana
29/11/2013	Results of Meeting
31/10/2013	Quarterly Cashflow Report
31/10/2013	Quarterly Activities Report
25/10/2013	Notice of Annual General Meeting/Proxy Form
19/09/2013	VTEM Survey Identifies Drill Targets on Boizan Gold Anomaly

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company’s website www.merahresources.com.au.

9.3 Market price of shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

	($)	Date
Highest Lowest Last	$0.065	15 to 30 May 2014
	$0.027	4 to 31 July 2014 1 to 5 August 2014
	$0.05	19 August 2014

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9.4 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(a) as an inducement to become, or to qualify as, a Director; or
(b) for services provided in connection with:
(i) the formation or promotion of the Company; or
(ii) the Offer.

Security holdings

The relevant interest of each of the Directors and Proposed Directors in the securities of the Company as at the date of this Prospectus, together with their respective Entitlement, is set out in the table below.

Director or Proposed Director	Shares	Options	Performance Rights	Entitlement	$
Existing Directors
David DeLoub	875,000	Nil	2,000,000	583,334	$17,500
Ian Prentice	844,001	1,000,000	Nil	562,668	$16,880
Jason Eveleigh	1,085,000	1,333,333	Nil	723,334	$21,700
Proposed Directors
Jeremy Read1	Nil4	Nil	Nil	Nil	$Nil
Adam Davey1	Nil5	Nil	Nil	Nil	$Nil
Paul Niardone2	Nil6	Nil	Nil	Nil	$Nil
Morrice Cordiner3	Nil7	Nil	Nil	Nil	$Nil

Notes:

To be appointed on completion the Oresearch Acquisition.
To be appointed on completion of the Secondary Capital Raising under the Oresearch Agreement.

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To be appointed within six (6) months of completion of the Secondary Capital Raising under the Oresearch Agreement.
Subject to Shareholder approval which will be sought at the upcoming general meeting of Shareholders, the Company will issue:
(a) 1,122,340 Initial Consideration Shares; and
(b) 561,162 Additional Consideration Shares,

to Mr Jeremy Read (or his nominee) as part consideration for the acquisition of by the Company of the Oresearch shares currently held by Mr Read.

In addition, subject to satisfaction or waiver of certain conditions, including but not limited to Shareholder approval and the fulfilment of certain milestones set out in section 5.5 of this Prospectus, the Company will issue a further 3,367,004 Shares to Mr Read (or his nominee).

Subject to Shareholder approval which will be sought at the upcoming general meeting of Shareholders, the Company will issue:
(a) 538,723 Initial Consideration Shares; and
(b) 269,357 Additional Consideration Shares,

to Mr Adam Davey (or his nominee) as part consideration for the acquisition of by the Company of the Oresearch shares currently held by Mr Davey.

Subject to Shareholder approval which will be sought at the upcoming general meeting of Shareholders, the Company will issue:
(a) 1,122,340 Initial Consideration Shares; and
(b) 561,162 Additional Consideration Shares,

to Trindis Pty Ltd, an entity controlled by Mr Niardone, (or its nominee) as part consideration for the acquisition of by the Company of the Oresearch shares currently held by Trindis Pty Ltd.

As detailed in section 4.6 of this Prospectus, Trindis Pty Ltd has agreed to sub-underwrite 1,666,669 Underwritten Shares. Trindis Pty Ltd has entered into a sub-underwriting agreement with the Underwriter on the terms set out in section 8.2 of this Prospectus.

Subject to Shareholder approval which will be sought at the upcoming general meeting of Shareholders, the Company will issue:
(c) 1,122,340 Initial Consideration Shares; and
(d) 561,162 Additional Consideration Shares,

to M & S Super Investments Pty Ltd, an entity controlled by Mr Cordiner, (or its nominee) as part consideration for the acquisition of by the Company of the Oresearch shares currently held by M & S Super Investments Pty Ltd.

As detailed in section 4.6 of this Prospectus, M & S Super Investments Pty Ltd has agreed to sub-underwrite 3,333,333 Underwritten Shares. M & S Super Investments Pty Ltd has entered into a sub-underwriting agreement with the Underwriter on the terms set out in section 8.2 of this Prospectus.

The Board recommends all Shareholders take up their Entitlement and advises that all Directors intend to take up all or part of their respective Entitlements.

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Remuneration

The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of non-executive Directors is initially set by the Directors prior to the first annual general meeting of the Company and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $250,000 per annum.

A Director may be paid fees or other amounts (ie non-cash performance incentives such as Options, subject to any necessary Shareholder approval) as the other Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. In addition, Directors are also entitled to be paid reasonable travelling and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The following table shows the total (and proposed) annual remuneration paid to both executive and non-executive directors (including proposed directors).

Director	FY 2013	FY 20141	FY 2015
Existing Directors
David Deloub	$224,670	$219,000	$99,750
Ian Prentice	$32,7002	$27,312	$15,0002
Jason Eveleigh3	$Nil4	$27,3754	$Nil
Proposed Directors
Jeremy Read5	Nil	Nil	$140,000
Adam Davey5	Nil	Nil	$22,500
Paul Niardone	$Nil	$Nil	$17,500
Morrice Cordiner	$Nil	$Nil	$15,000

Notes:

Contracted annual directors’ fees, inclusive of superannuation, but excluding intrinsic option valuation. Both Mr Prentice and Mr Eveleigh have agreed to waive their directors’ fees until the completion of the Offer.
In addition, Zephyr Consulting Group Pty Ltd, of which Mr Prentice is a director and a shareholder, received $86,400 for the year ended 30 June 2013 and $86,400 for the year ended 30 June 2014 (exclusive of GST) for the provision of office space and administrative support services to the Company. Zephyr Consulting Group Pty Ltd has been engaged to provide ongoing office administration services to the Company up to the date of completion of the Oresearch Acquisition. Further, Mr Prentice received $36,000 for the year ended 30 June 2013, and $72,000 for the year ended 30 June 2014 for the provision of geological services to the Company.
Mr Eveleigh was appointed as a Director on 1 May 2014.
In addition, Chess Capital Partners Pty Ltd, an entity of which Mr Eveleigh is a director, was paid $60,000 for the year ended 30 June 2013 and $25,000 for the year ended 30 June 2014 for corporate advisory services provided to the Company. Payment of this fee will terminate upon completion of the Oresearch Acquisition.

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To be appointed on completion the Oresearch Acquisition.

9.5 Interests of experts and advisers

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

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
(i) its formation or promotion; or
(ii) the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(a) the formation or promotion of the Company; or
(b) the Offer.

Patersons Securities Limited will be paid an underwriting fee of 5% of the funds raised under the Offer (being up to $33,095) (excluding GST) together with a $5,000 management fee in respect of this Offer. During the 24 months preceding lodgement of this Prospectus with the ASIC, Patersons Securities Limited has not been paid any fees by the Company.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $18,000 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has been paid fees totalling $32,735 (excluding GST and disbursements) for legal services provided to the Company.

9.6 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

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(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.

Patersons Securities Limited has given its written consent to being named as Lead Manager and Underwriter to the Offer in this Prospectus, in the form and context in which it is named. It takes no responsibility for any part of the Prospectus other than references to its name. Patersons Securities Limited was not involved in the preparation of any part of this Prospectus and did not authorise or cause the issue of this Prospectus. Patersons Securities Limited makes no express or implied representation or warranty in relation to the Company, this Prospectus or the Offer and does not make any statement in this Prospectus, nor is any statement in it based on any statement made by Patersons Securities Limited. To the maximum extent permitted by law, Patersons Securities Limited expressly disclaims and takes no responsibility for any material in, or omission from, this Prospectus other than the reference to its name. Patersons Securities Limited (including its related entities) is not a Shareholder of the Company and currently has no relevant interest in any of the Company’s securities. Patersons Securities Limited has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

9.7 Expenses of the offer

In the event that all Entitlements are accepted, the total expenses of the Offer are estimated to be approximately $74,765 (excluding GST) and are expected to be applied towards the items set out in the table below:

	Full Subscription ($)
ASIC fees	$2,290
ASX fees	$3,880
Underwriting fees	$33,095
Lead Manager fees	$5,000
Legal fees	$18,000
Share registry fees	$6,000
Printing and distribution	$5,500
Miscellaneous	$1,000
Total	$74,765

9.8 Electronic prospectus

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Forms. If you have not, please phone the Company on +61 8 9200 4436 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both. Alternatively, you may obtain a copy of this Prospectus from the Company’s website at www.merahresources.com.au.

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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.

9.9 Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

9.10 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing share certificates. The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares issued to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

9.11 Privacy Act

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

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

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

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

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10. 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.

David Deloub

Managing Director and Executive Chairman For and on behalf of MERAH RESOURCES LIMITED

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11. GLOSSARY

Additional Consideration Shares has the meaning given in section 5.5 of this Prospectus.

Applicant means a Shareholder who applies for Shares pursuant to the Offer or a Shareholder or other party who applies for Shortfall Shares pursuant to the Shortfall Offer.

Application Form means an Entitlement and Acceptance Form or Shortfall Application Form as the context requires.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the listing rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

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

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Closing Date means the date specified in the timetable set out at the commencement of this Prospectus (unless extended).

Company means Merah Resources Limited (ACN 146 035 127).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

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

Deferred Consideration Shares means Tranche 1 Deferred Consideration Shares, Tranche 2 Deferred Consideration Shares, Tranche 3 Deferred Consideration Shares and Tranche 4 Deferred Consideration Shares.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

Fyre Lake Agreement means the agreement between the Company and Pacific Ridge pursuant to which the Company has the exclusive right and option to earn up to an 80% interest in the Fyre Lake Property.

Fyre Lake Property means mineral exploration licences located in the Finlayson Lake District, south east Yukon Territory, Canada, currently held by Pacific Ridge.

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Initial Consideration Shares has the meaning given in section 5.5 of this Prospectus.

Offer means the non-renounceable entitlement issue the subject of this Prospectus.

Official Quotation means official quotation on ASX.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Oresearch means Oresearch Limited (ACN 153 505 429).

Oresearch Acquisition means the acquisition of 100% of the issued share capital of Oresearch by the Company.

Oresearch Agreement means the binding terms sheet between the Company, Oresearch and the shareholders of Oresearch pursuant to which the Company will acquire a 100% of the issued share capital of Oresearch.

Pacific Ridge means Pacific Ridge Exploration Ltd (a company incorporated in Canada) (TSX-V:PEX).

Proposed Directors means Jeremy Read and Adam Davey.

Prospectus means this prospectus.

Record Date means the date specified in the timetable set out at the commencement of this Prospectus.

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

Shareholder means a holder of a Share.

Shortfall means the Shares not applied for under the Offer (if any).

Shortfall Application Form means the shortfall application form either attached to or accompanying this Prospectus.

Shortfall Offer means the offer of the Shortfall on the terms and conditions set out in Section 4.9 of this Prospectus.

Shortfall Shares means those Shares issued pursuant to the Shortfall.

Tranche 1 Deferred Consideration Shares has the meaning given in section 5.5 of this Prospectus.

Tranche 2 Deferred Consideration Shares has the meaning given in section 5.5 of this Prospectus.

Tranche 3 Deferred Consideration Shares has the meaning given in section 5.5 of this Prospectus.

Tranche 4 Deferred Consideration Shares has the meaning given in section 5.5 of this Prospectus.

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

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Underwritten Shares has the meaning given in section 4.6 of this Prospectus.

WST means Western Standard Time as observed in Perth, Western Australia.

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AI assistant

PAINCHEK LTD — Capital/Financing Update 2014

65534_rns_2014-08-18_0bdf988b-25ef-4288-9fd1-5a1b6e6ecc5c.pdf

MERAH RESOURCES LIMITED ACN 146 035 127

ENTITLEMENT ISSUE PROSPECTUS

IMPORTANT NOTICE

TABLE OF CONTENTS

1. CORPORATE DIRECTORY

Directors

Registered Office

Share Registry***

Proposed Directors

Solicitors

Company Secretary

Underwriter and Lead Manager***

ASX Code

Auditor***

2. TIMETABLE

3. IMPORTANT NOTES

3.1

Risk factors

3.2

Forward-looking statements

4. DETAILS OF THE OFFER

4.1 The Offer

4.2

Minimum subscription

4.3

Acceptance

4.4 Payment by cheque/bank draft

4.5 Payment by BPAY®

4.6 Underwriting and sub-underwriting

Notes:

4.7 Effect on control of the Company

Notes:

4.8

Potential dilution

4.9

Shortfall Offer

4.10

ASX listing

4.11 Issue of Shares

4.12 Overseas shareholders

4.13 Enquiries

5. UPDATE ON ACTIVITIES AND PURPOSE AND EFFECT OF THE OFFER

5.1 Update on activities

5.2 Purpose of the Offer

5.3 Effect of the Offer

5.4 Pro-forma balance sheet

5.5 Effect on capital structure

Shares

Note:

(Tranche 1 Deferred Consideration Shares);

(Tranche 2 Deferred Consideration Shares);

(Tranche 3 Deferred Consideration Shares); and

(Tranche 4 Deferred Consideration Shares).

Options

Performance Rights

5.6 Details of substantial holders

5.7 Proposed Directors

Mr Jeremy Read Proposed Managing Director

Mr Adam Davey Proposed Non-Executive Director

Mr Paul Niardone, BA MBA

Proposed Non-Executive Director

Mr Morrice Cordiner, LLB, ASIA

Proposed Non-Executive Chairman

6. RIGHTS AND LIABILITIES ATTACHING TO SHARES

6.1

General meetings

6.2

Voting rights

6.3

Dividend rights

6.4 Winding-up

6.5 Shareholder liability

6.6 Transfer of Shares

6.7 Future increase in capital

6.8 Variation of rights

6.9 Alteration of Constitution

7. RISK FACTORS

PAINCHEK LTD Capital/Financing Update 2014