COVENTRY RESOURCES INC (FORMERLY CRESCENT RESOURCES CORP) ARBN 161 615 783

SHORT FORM PROSPECTUS

For the offer of up to 32,787 Shares, to be issued to Australian investors as CDIs, at an issue price of $0.305 per Share to raise up to $10,000.

This Prospectus has been prepared primarily for the for the purpose of Section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares or CDIs issued by the Company prior to the Closing Date.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative.

This Prospectus is a short form prospectus prepared in accordance with section 712 of the Corporations Act. This Prospectus does not of itself contain all the information that is generally required to be set out in a document of this type, but refers to parts of other documents lodged with ASIC, the contents of which are therefore taken to be included in this Prospectus.

1.	CORPORATE DIRECTORY .............................................................................................. 2
2.	IMPORTANT NOTICE ..................................................................................................... 3
3.	INVESTMENT OVERVIEW ............................................................................................... 6
4.	DETAILS OF THE OFFER ................................................................................................ 11
5.	DIRECTORS ................................................................................................................. 13
6.	INCORPORATION BY REFERENCE OF THE SCHEME BOOKLET .................................... 14
7.	RISKS ........................................................................................................................... 17
8.	ADDITIONAL INFORMATION ...................................................................................... 24
9.	DIRECTORS’ AUTHORISATION .................................................................................... 31
10.	GLOSSARY .................................................................................................................. 32

1. CORPORATE DIRECTORY

Directors and officers

Mr Michael Naylor Director and President

Mr Don Halliday Director and Vice President, Investor Relations

Mr Anthony Goddard Director and Vice President, Exploration

Mr Steven Chadwick Director and Vice President, Development

Mr Michael Haynes Non-Executive Director

Mr Eric Edwards Director and Non-Executive Chairman

Mr Robert Boaz Non-Executive Director

Mr Nick Day Company Secretary – Australia

Ms Doris Meyer Chief Financial Officer and Assistant Corporate Secretary

Australian Registered Office

Suite 9, 5 Centro Avenue SUBIACO , WA 6008 Telephone: +61 8 9324 1266 Facsimile: +61 8 9226 2027

Email: [email protected]

Canadian Registered Office

Unit 1-15782 Marine Drive White Rock, BC V4B 1E6 Canada

Canadian Share Registry*

Computershare Investor Services Inc. 100 University Ave. 9th Floor, North Tower Toronto, Ontario M5J 2Y1 Canada

Australian CDI Sub-Registry*

Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building, 45 St Georges Terrace PERTH WA 6000

Phone (within Australia): 1300 55 70 10 Phone (outside Australia): +61 8 8236 2000

Legal Advisers

Australia

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

Canada*

Cassels Brock & Blackwell LLP Suite 2200, HSBC Building 885 West Georgia Street Vancouver, BC V6C 3E8

Auditor*

Davidson & Company LLP 1200-609 Granville Street Vancouver, British Columbia Canada V7Y 1G6

Website

www.coventryres.com

*This party has been included for information purposes only. They have not been involved in the preparation of this Prospectus.

2. IMPORTANT NOTICE

This Prospectus is dated 15 February 2013 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. Application will be made to ASX within seven (7) days after the date of this Prospectus for Official Quotation of the Shares the subject 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 you 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 are by invitation only and the Company intends to accept applications for Shares made under this Prospectus only from certain sophisticated and professional investors as determined by the Company.

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

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

Details of the definitions and abbreviations used in this Prospectus are set out in section 10.

The principal currency used in this Prospectus is the Australian dollar. The functionally currency of the Company is the Canadian dollar and where Canadian dollars are used, they are denoted by C$. Where Australian dollars are used, they are denoted by $. In this Prospectus where Canadian dollars are converted into Australian dollars, or vice versa, an exchange rate as at 24 January 2013 of 1.00 Australian dollar for every 1.0493 Canadian dollars has been used.

2.1 Short form prospectus

This Prospectus is a short form prospectus issued in accordance with section 712 of the Corporations Act. This means this Prospectus alone does not contain all the information that is generally required to satisfy the disclosure requirements of the Corporations Act. Rather, it incorporates all other necessary information by reference to information contained in documents which have been lodged with ASIC on certain dates.

This Prospectus incorporates the scheme booklet dated 9 November 2012 being the disclosure documents lodged by the Company with ASIC for the purpose of undertaking a merger between Coventry Resources Limited (ACN 082 901 362)

(Coventry) and the Company (formerly named Crescent Resources Corp.) by two schemes of arrangement for all the issued shares and all the issued options in Coventry (Scheme Booklet).

In referring to the Scheme Booklet, the Company:

(a) indentifies the Scheme Booklet as being relevant to the Offer of Shares under this Prospectus and containing information that will provide investors and their professional advisers with information to assist them in making an informed assessment of:
(i) the rights and liabilities attaching to the Shares; and
(ii) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company;
(b) refers investors and their professional advisers to section 6 of this Prospectus which summarises the information in the Scheme Booklet taken to be included in this Prospectus;
(c) notes that any person is able to obtain, free of charge, a copy of the Scheme Booklet by contacting the Company at its registered office in Australia during normal business hours during the Offer Period; and
(d) advises that section 6 of this Prospectus contains sufficient information about the contents of the Scheme Booklet to allow a person to whom the Offer is made to decide whether to obtain a copy of those documents.

2.2 Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.coventryres.com. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia.

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

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.

2.3 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.

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

We 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.

2.4 Financial information

The annual consolidated financial statements of the Company incorporated herein have been prepared in accordance with Australian equivalents of International Financial Reporting Standards (AIFRS). There are no material reconciling differences between AIFRS and International Financial Reporting Standards. Documents incorporated by reference into this short form prospectus contain certain financial measures used by the Company that do not have a standard meaning under AIFRS and are not likely to be comparable to or have the same meaning as similarly titled measures presented by other issuers.

3. INVESTMENT OVERVIEW

3.1 Important notice

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

3.1 Purpose of the Offer

On 4 February 2013, the Company announced that it planned to undertake a capital raising to raise up to C$6,000,000 through the offer of units comprising Shares and Subscription Receipts to investors in Canada and other overseas jurisdictions (Capital Raising).

The Company’s primary listing is on the TSX-V. However, the Company also trades, via CDIs, on the ASX. The Company’s Shares are able to be transferred between the TSX-V and ASX (to trade as CDIs) to enable investors to trade the Shares on either market.

The purpose of this Offer is primarily to remove any trading restrictions on any Shares issued under the Capital Raising that may prevent them from being traded on the ASX.

All of the funds raised from the Offer will be applied towards the expenses of the Offer.

3.2 Section 708A (11)

As noted above, the primary purpose of the Offer is to remove any trading restrictions on any Shares issued under the Capital Raising should they either be issued as CDIs quoted on ASX or be transferred by any holder to the ASX and become tradeable (as CDIs) on ASX.

Section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if:

(a) the relevant securities are in a class of securities that are quoted securities of the body; and
(b) either:
(A) a prospectus is lodged with ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or
(B) a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and
(c) the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities.

3.3 Summary of the Offer

By this Prospectus, the Company invites applications for up to 32,787 Shares at an issue price of $0.305 per Share to raise up to $10,000.

The Company’s Shares are listed and posted for trading on the TSX-V and the ASX (as CDIs), under the symbol “CYY” for both exchanges.

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

The key information relating to the Offer and references to further details are set out below.

3.4 Shares to be issued as CDIs

A CDI, or CHESS Depositary Interest, is the instrument through which the Company’s Shares trade on the ASX. For the purpose of this Offer, the Company will issue successful Applicants with CDIs which will be quoted on ASX. Each CDI will represent a beneficial interest in one Share in the Company.

A summary of the key characteristics of the CDIs is set out in Appendix 8 of the Scheme Booklet (which is incorporated by reference) which sets out the rights attaching to CDIs. Refer to Section 6 of this Prospectus for further details.

3.5 Indicative timetable*

EVENT	DATE
Prospectus lodged with the ASIC	15 February 2013
Opening Date	15 February 2013
Closing Date	20 February 2013
Shares commence trading on ASX	27 February 2013

These dates are indicative only and may be varied by the Company without notice. As such, the date the Shares are expected to commence trading on ASX may vary. 3.6 Use of funds

The purpose of the Offer is to raise a maximum of $10,000 which funds will be used to meet the costs of the Offer.

The shortfall between the amount raised and the estimated costs of the Offer (approximately $7,171) will be met out of the Company’s existing working capital.

3.7 Effect of the Offer

The principal effect of the Offer, assuming successful completion and no existing Options or Warrants are exercised, will be to increase the number of Shares on issue by 32,787 Shares. It is not expected that the Offer will have any material effect on the cash reserves of the Company as the funds raised will be allocated to meeting the costs of the Offer.

3.8 Effect on capital structure

The capital structure of the Company following completion of the Offer is summarised below.

Coventry Common Shares	Number
Coventry Common Shares currently issued and outstanding	72,086,3082
Shares offered under this Prospectus	32,787
Shares capable of issue under the Capital Raising	18,750,0001
Total Coventry Common Shares on issue	90,869,095
Coventry Options	Number
Coventry Options currently issued and outstanding	8,775,061
Total Coventry Options on issue	8,775,061
Coventry common share purchase warrants	Number
Common share purchase warrants of Coventry issued and outstanding	1,062,872
Warrants capable of issue under the Capital Raising	9,375,0001
Total Coventry warrants on issue	10,437,872

Notes:

On 25 January 2013, the company lodged a preliminary short form prospectus in Canada to issue up to 18,750,000 units in the company. Each unit comprises 0.3 Common Shares and 1 Subscription Receipt, with each Subscription Receipt convertible into 0.7 Common Shares and 0.5 Warrants upon, amongst other things, the approval of Shareholders. If all the units are issued and all Common Shares are issued (assuming the necessary approvals to convert the Subscription Receipts are received) a further 18,750,000 Common Shares and 9,375,000 Warrants will be issued. The Subscription Receipts are not capable of being converted without Shareholders first approving the issue of Shares upon that conversion.
Of the Coventry Shares on issue, 40,667,292 are represented as CDIs and are trading on the ASX.
The rights attaching to the Shares are summarised in Section 11 of the Scheme Booklet which sets of the rights and liabilities of the securities being offered and Appendix 8 of the Scheme Booklet which sets out the rights attaching to CDIs. Both sections are incorporated by reference into this Prospectus by section 712(3) of the Corporations Act. For further detail refer to Section 6.2.1 of this Prospectus.

3.9 Financial information

The unaudited Balance Sheet as at 8 January 2013 and the unaudited Pro Forma Balance Sheet have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position and are presented in Australian dollars. They have been prepared on the assumption that all Shares pursuant to the Offer in this Prospectus are issued and the Capital Raising has been completed.

The unaudited Balance Sheets have been prepared to provide Shareholders 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 proforma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting

Standards applicable to annual financial statements.

Consolidated Balance Sheet and Pro Forma Balance Sheet as at 8 January 2013 (unaudited)

		Minimum	Maximum
		Offering 1,3	Offering 2,3
	Actual	Pro-forma	Pro-forma
	$A	$A	$A
CURRENT ASSETS
Cash and cash equivalents	2,121,682	6,594,551	7,490,559
Amounts receivable	199,640	199,640	199,640
Prepaids	126,747	126,747	126,747
TOTAL CURRENT ASSETS	2,448,069	6,920,938	7,816,946
NON-CURRENT ASSETS
Plant and equipment	397,666	397,666	397,666
Exploration and evaluation costs	30,092,764	30,092,764	30,092,764
TOTAL NON-CURRENT ASSETS	30,490,430	30,490,430	30,490,430
TOTAL ASSETS	32,938,499	37,411,368	38,307,376
CURRENT LIABILITIES
Accounts payable and accrued liabilities	1,396,342	1,396,342	1,396,342
Notes payable - related party	400,000	400,000	400,000
Provisions	4,430	4,430	4,430
TOTAL CURRENT LIABILITIES	1,800,772	1,800,772	1,800,772
TOTAL LIABILITIES	1,800,772	1,800,772	1,800,772
NET ASSETS	31,137,727	35,610,596	36,506,604
EQUITY
Issued capital	54,607,962	59,080,831	59,976,839
Reserves	1,806,446	1,806,446	1,806,446
Accumulated Deficit	(25,276,681)	(25,276,681)	(25,276,681)
TOTAL EQUITY	31,137,727	35,610,596	36,506,604

1 15,625,000 units at A$0.305 (C$0.32) A$4,766,000 (C$5,000,000) less commission A$285,960 (C$300,000) equals net proceeds of A$4,480,040(C$4,700,000).
2 18,750,000 units at A$0.305 (C$0.32) $A5,719,200 (C$6,000,000) less commission A$343,152 (C$360,000)equals net proceeds of A$5,103,671 (C$5,354,250).
3 The minimum and maximum offering includes prospectus proceeds of A$10,000 less estimated offering costs of A$17,171 equals net costs of A$7,171.

3.10 Substantial Shareholders

Based on information available to the Company as at 14 February 2013, 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 name	Number of Coventry Common Shares	Percentage shareholding
Sun Valley Gold Master Fund	7,635,654	10.59%
Macquarie Bank	6,335,220	8.79%
Total Coventry Common Shares held by above shareholders	13,970,874	19.38%

No change is expected to be caused to the substantial holders by the Offer under this Prospectus.

3.11 Key Risks

The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of the Company.

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

Section 7 of this Prospectus describes certain risk factors that may affect the Company’s operations and prospects and your investment in the Company. This list of risk factors ought not to be taken as exhaustive of the risks faced by our Company.

3.12 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.

3.13 Dividend Policy

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

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

4. DETAILS OF THE OFFER

4.1 The Offer

Pursuant to this Prospectus, the Company invites applications for up to 32,787 Shares (to be issued as CDIs) at an issue price of $0.305 per Share to raise $10,000.

4.2 Applications

Applications for Shares must be made by investors at the direction of the Company and must be made using the Application Form accompanying this Prospectus.

Payment must be made in full at the issue price of $0.305 per Share.

Completed Application Forms and accompanying cheques must be mailed or delivered to the Company as follows:

Coventry Resources Inc Suite 9 5 Centro Avenue SUBIACO WA 6008 Australia

Cheques should be made payable to “Coventry Resources Inc – Share Offer Account” and crossed “Not Negotiable”. Completed Application Forms and cheques must reach the address set out above by no later than the Closing Date.

4.3 Listing

The Company will apply for Official Quotation by ASX of the CDIs to be issued in Australia pursuant to the Offer by making application for the quotation of the CDIs within 7 days after the date of this Prospectus.

If the CDIs are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this 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. Refer to Section 3.4 above for a description of CDIs.

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

4.4 Allotment

Allotment of CDIs offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the allotment of the CDIs and 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.

The Directors will determine the allottees in their sole discretion. The Directors reserve the right to reject any application or to allocate any applicant fewer CDIs than the number applied for. Where the number of CDIs issued is less than the number applied for, or where no allotment is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

4.5 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

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

5. DIRECTORS

Sections 5.7 and 6.11 of the Scheme Booklet (which are incorporated by reference into this Prospectus) contained a background on the proposed Directors at the time of completion of the Merger. Since that time, Mr Robert Boaz has been appointed to the Board. A profile on Mr Boaz is set out below:

Robert Boaz

Non-executive Director

On 24 January 2013, the Company appointed Mr. Robert Boaz to the board of the Company as an independent director. Mr Boaz Graduated with honours from McMaster University of Hamilton, Ontario with a Bachelor of Arts in Economics and has a Masters Degree in Economics from York University in Toronto. He is a highly respected financial and economic strategist in Canadian bond and equity markets with experience related to equity research, portfolio management, institutional sales and investment banking. Mr Boaz has over 20 years of experience in the finance industry, more recently as Managing Director, Investment Banking with Raymond James Ltd and Vice-President, Head of Research and in-house portfolio strategist for Dundee Securities Corporation.

Mr Boaz is currently the President, Chief Executive Officer and Director of Aura Silver Resources Inc., a junior exploration company with properties located in Canada and Mexico; Director of Macusani Yellowcake, Chairman of the Board of Caracara Silver Inc. and Director of Renaissance Gold Inc. where he serves on the Compensation and Audit Committees.

6. INCORPORATION BY REFERENCE OF THE SCHEME BOOKLET

6.1 Short Form Prospectus

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

The information to be incorporated by reference into this Prospectus is summarised below in sub-section 6.2 and will primarily be of interest to investors and their professional advisers or analysts. The Company informs investors and their professional advisers that they are able to obtain, free of charge a copy of the Scheme Booklet by contacting the Company at its registered office during normal business hours during the Offer Period. The Scheme Booklet is available at the Company’s website www.coventryres.com.

6.2 Summary of Information Deemed to be Incorporated

6.2.1 Scheme Booklet

The Prospectus incorporates the Scheme Booklet being the disclosure documents lodged by the Company with ASIC for the purpose of undertaking the Merger between Coventry and the Company (formerly named Crescent Resources Corp.) by two schemes of arrangement for all the issued shares and all the issued options in Coventry.

Set out below are the parts from the Scheme Booklet which are incorporated by reference in this Prospectus and a summary of material changes (if any) which need to be made to those parts because of a change in circumstances since the date of lodgement of that disclosure document.

Section 5.3 – Projects

This section provides the material summary of the Company’s main assets, being the Cameron Gold Camp Project, comprising the projects referred to as the Cameron Gold Project and the West Cedar Gold Project.

The section contains information as to the location and tenure position, historical exploration undertaken by the Company, or where appropriate, other explorers; and contains (where relevant) JORC compliant Resource statements.

Since lodgement of the Scheme Booklet with ASIC, two material changes have occurred in relation to the projects outlined in Section 5.3. Firstly, the Company has settled the acquisition of the West Cedartree Gold Project which comprises part of the Cameron Gold Camp Project through the issue of 1,935,010 Common Shares and the payment of C$400,000 (being the balance of C$600,000 payable under the acquisition), which was announced to ASX on 16 January 2013.

Secondly, also on 16 January 2013, the Company announced to ASX the results of the completion of its preliminary economic assessment, on the Cameron Gold Camp Project.

These announcements are available to be viewed at www.asx.com.au under the trading code ‘CYY’.

Section 5.7 – Coventry Board

Section 5.7 provides a short profile on each of the Company’s Directors, Mr Michael Naylor (President and Chief Executive Officer), Mr Anthony Goddard (Director and Vice-President, Exploration) and Mr Michael Haynes (NonExecutive Director). There have been no material changes to the profiles of these three Directors since the Scheme Booklet was lodged.

Section 6.2 – Business Model

Section 6.2 of the Scheme Booklet outlines the business model of the Company, which included the completion of the Merger between the Company and Coventry and to:

(a) complete the preliminary economic assessment of the development of an open put and underground mining operation at the Cameron Gold Camp Project;
(b) depending on the positive outcome of the preliminary economic assessment, complete a definitive feasibility study on the development of an open pit and underground mining operation at the Cameron Gold Camp Project;
(c) subject to a positive outcome of the definitive feasibility study, develop the Cameron Gold Camp Project into a profitable mining project; and
(d) expand its resource base through rapid exploration of existing ground and the acquisition of prospective new projects.

Since the lodgement of the Scheme Booklet with ASIC, the Company has completed the preliminary economic assessment, as announced to ASX on 16 January 2013 and is in the process of interpreting the outcome of that study to consider its remaining stated objectives.

The Company considers that this business model and the stated objectives outlined in the Scheme Booklet remain current and consistent with the intentions of the Company going forward.

Section 6.11 – Crescent Board

Section 6.11 provides a short profile on each of the Company’s Directors Mr Don Halliday (Director and Vice – President, Investor Relations) and Mr Eric Edwards (Non-Executive Chairman).

There have been no material changes to the profiles of these two Directors since the Scheme Booklet was lodged.

Section 7.5.8 – Corporate Governance and reporting obligations

Section 7.5.8 outlines the corporate governance and reporting obligations of the Company, including confirming that the Company will comply with the ASX Corporate Governance Principles.

There has been no material change to the information in this section of the Scheme Booklet since it was lodged with ASIC.

Section 11 – Comparison of relevant Australian and Canadian laws

Section 11 of the Scheme Booklet sets out a comparison of Australian and Canadian law. The Company exists, and is regulated under Canadian law and its Shares are listed on the TSX-V and has a secondary listing on the ASX.

Accordingly, the rights and liabilities attaching to Shares are governed principally by applicable Canadian corporate and securities laws, regulations and policies including those of the TSX-V and the Company’s Articles. The Company’s CDIs are governed by the ASX Settlement Operating Rules and the ASX Listing Rules but, other than in certain situations, not by the Corporations Act. This section provides a comparison of some of the material provisions of Australian corporate and securities law and Canadian corporate and securities law as they relate to the Company. As the Merger has now been completed this section can be referred to for a summary of the rights and liabilities attaching to Shares issued by the Company, and the CDIs which may be issued to Australian investors under this Prospectus.

Appendix 8 – Rights Attaching to CHESS Depository Interests

Appendix 8 outlines the rights that attached to the CDIs to be issued to Australian investors, including outlining what is CHESS, the entitlements of CDI holders, how CDIs are traded on ASX, the voting rights attaching to CDIs, and how CDIs operate in terms of takeover rights, dividends and entitlements and the process for converting a CDI into a Share and vice versa.

7. RISKS

7.1 Introduction

The Shares offered under this Prospectus are considered highly speculative. An investment in our 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, before deciding whether to apply for Shares 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 our 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) Limited Operating History

The Company has a limited successful operating history. The Company was incorporated in November 1945 and completed the acquisition of Coventry in early January 2013. The Company will be subject to all of the business risks and uncertainties associated with any business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations. Even if the Company does undertake further exploration activity on its mineral properties, there is no certainty that the Company will produce revenue, operate profitably or provide a return on investment in the future.

(b) Uninsured risks

The Company, as a participant in mining and exploration activities, may become subject to liability for hazards that cannot be insured against or against which it may elect not to be so insured because of high premium costs. Furthermore, the Company may incur a liability to third parties (in excess of any insurance coverage) arising from negative environmental impacts or any other damage or injury.

(c) Substantial number of authorized but unissued shares

The Company has an authorized share capital consisting of an unlimited number of common shares which may be issued by the Board without further action or approval of the Shareholders, except in limited circumstances. While the Board is required to fulfil its fiduciary obligations in connection with the issuance of such shares, the shares may be issued in transactions with which not all Shareholders agree, and the issuance of such shares will cause dilution to the ownership interests of the Shareholders.

(d) Unforeseen expenses

The Company is not aware of any expenses that may need to be incurred that has not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

(e) Contractual Risk

Some of the Company’s mineral properties are subject to option agreements between the Company (or its respective subsidiaries), as the case may be, and the owners of such mineral properties or an interest in such mineral properties. The Company will be reliant on the owners of such mineral properties or interests therein complying with their contractual obligations under the option agreements to maintain the Company’s interest in such mineral properties in full force and effect.

(f) Access to Financing

The Company is at the exploration stage with no revenue being generated from the exploration activities on its respective mineral properties. The Company may therefore have to raise the capital necessary to undertake or complete future exploration work, including drilling programs. There can be no assurance that debt or equity financing will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company. Moreover, future activities may require the Company to alter its capitalization significantly. An inability to access sufficient capital for operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. In particular, failure to obtain such financing on a timely basis could cause the Company to forfeit its interest in its mineral properties, miss certain acquisition opportunities, or reduce or terminate its operations.

(g) Ongoing Arbitration

On October 4, 2012, the Company received notice that it had been named as a party in arbitration proceedings in the Paraguay Centre for Arbitration and Mediation relating to a contractual dispute arising from April 2007. Should an adverse result arise from the arbitration, the Company may be required to pay financial compensation. The Company considers this claim to be without merit and intends to vigorously defend its position. See Section 8.1 for further details of this dispute.

7.3 Industry specific

(a) Exploration and Development Risks

Few mineral properties which are explored are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in the definition of a mineral resource.

In addition, substantial expenditures are required to establish mineral reserves and mineral resources through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralised deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing gold and other mineral properties is affected by many factors, including the cost of operations, variations in the grade of minerals mined, fluctuations in metal markets, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. The long-term success of the Company depends on its ability to explore, develop and commercially produce minerals from its mineral properties and to locate and acquire additional properties worthy of exploration and development for minerals.

Operations are subject to all of the hazards and risks normally encountered in the exploration and development of minerals. Although precautions to minimise risk will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Company.

Changes to legislation and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at any future producing properties or require abandonment or delays in the development of new mining properties.

(b) Permits and licenses

The activities of the Company will be subject to government approvals, various laws governing prospecting, development, land resumptions, production taxes, labour standards and occupational health, mine safety, toxic substances and other matters, including issues affecting local native populations. Amendments to current laws and regulations governing operations and activities of exploration and mining, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Company. Further, the mining licenses and permits issued in respect of the Company’s mineral properties may be subject to conditions which, if not satisfied, may lead to the revocation of such licenses. In the event of revocation, the value of the Company’s investments in its mineral properties may decline.

(c) Title risks

The acquisition of title to resource properties or interests therein is a very detailed and time-consuming process. The Company’s mineral properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. The boundaries of its mineral properties have not been surveyed and consequently may be disputed.

(d) Competition

The mining industry is highly competitive. The Company’s competitors for the acquisition, exploration, production and development of mineral properties, and for capital to finance such activities, will include companies that have greater financial and personnel resources available to them.

(e) Volatility of metal prices

The market price of any precious or base metal is volatile and is affected by numerous factors that will be beyond the Company’s control. These include international supply and demand, the level of consumer product demand, international economic trends, currency exchange rate fluctuations, interest rates, the rate of inflation, global or regional political events and international events as well as a range of other market forces. Sustained downward movements in metal market prices could render less economic, or uneconomic, some or all of the precious or base metal extraction and/or exploration activities to be undertaken by the Company.

All phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with environmental legislation can require significant expenditures and a breach may result in the imposition of fines and penalties.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

(f) Mineral Resource estimates

The Company’s mineral properties do not contain a known quantity of commercial minerals. Mineral resources are, in the large part, estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Estimates for properties that have not yet commenced production may require revision based on actual production experience. Market price fluctuations of metals, as well as increased production costs or reduced recovery rates may render mineral resources containing relatively lower grades of mineralization uneconomic. Moreover, short-term operating factors relating to mineral resources, such as the need for orderly development of ore bodies and

the processing of new or different mineral grades may cause a mining operation to be unprofitable in any particular accounting period.

(g) First Nations

Consultation with First Nations groups is required of the Company in the environmental assessment, subsequent permitting, development and operation stages of the Cameron Gold Camp Project. One or more First Nations groups may oppose the Cameron Gold Camp Project at any given stage and such opposition may adversely affect the Cameron Gold Camp Project, the Company’s public image, or the Company’s share performance. Canadian law relating to aboriginal rights, including aboriginal title rights, is in a period of change. There is a risk that future changes to the law may adversely affect the Company’s rights to the Cameron Gold Camp Project.

7.4 General risks

(a) Conflicts of interest

Certain of the directors and officers of the may be engaged in, and may continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest. Applicable laws in British Columbia provide that in the event that a director or officer has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director or officer must disclose his or her interest in such contract or agreement and a director must refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with those laws. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of those laws.

(b) Economic

General economic conditions, introduction of tax reform, new legislation, 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.

(c) Global financial conditions

Recent global financial conditions have resulted in increased volatility in the financial sector. Access to public financing has been negatively impacted by both sub-prime mortgages and the liquidity crisis affecting the asset backed commercial paper market. These factors may impact the ability of the Company to obtain equity or debt financing in the future and, if obtained, on terms favourable to the Company. If these increased levels of volatility and market turmoil continue, the Company’s operations could be adversely impacted and the value and the price of the Company Shares could be adversely affected.

(d) 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:

general economic outlook;
introduction of tax reform or other new legislation;
interest rates and inflation rates;
changes in investor sentiment toward particular market sectors;
the demand for, and supply of, capital; and
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.

(e)

Additional requirements for capital

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

(f) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

(g) Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the 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 highly speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

8. ADDITIONAL INFORMATION

8.1 Litigation

As at the date of this Prospectus, except as set out below, the Company is not involved in any material legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against our Company.

The Company entered into an option agreement with Coronel Oviedo Mining Company SA dated April 16, 2007, whereby the Company had an option to earn up to a 70% interest in the Oviedo uranium property located in Paraguay (the Oviedo Property). A Paraguayan company, Semin SA (Semin), was retained to manage the exploration program on the Oviedo Property. On June 15, 2007, Semin entered into a drill contract (the Oviedo Drill Contract) with a drilling company, Copami SA (Copami), with respect to exploration drilling to be conducted by Copami on the Oviedo Property. The Company guaranteed the obligations of Semin under the Oviedo Drill Contract. Copami’s performance under the Oviedo Drill Contract was not acceptable and, after notice to Copami that Copami was not properly performing its obligations under the Oviedo Drill Contract, Semin terminated the Oviedo Drill Contract. The Company had heard nothing on this matter since late 2008; however, in May 2011, it was requested to attend a mediation meeting in Paraguay to discuss Copami's claim for payment under the Oviedo Drill Contract. The mediation meeting did not proceed. The Company heard nothing further on this matter until 4 October 2012, when it was informed that Copami had initiated arbitration proceedings at the Paraguay Center for Arbitration and Mediation, in which both the Company and Semin have been named as defendant parties in a breach of contract claim for US$1,505,782. The Company considers the claim to be completely without merit and intends to vigorously defend its position.

8.2 Rights Attaching to the Company Shares

The rights, privileges and restrictions attaching to the Company’s Shares and CDIs is set out in section 11 of the Scheme Booklet. A summary of the rights attaching to CDIs is also set out in Appendix 8 of the Scheme Booklet. Both sections are incorporated by reference into this Prospectus by section 712(3) of the Corporations Act. For further detail refer to Section 6.2.1 of this Prospectus.

8.3 Market prices 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 and the TSX-V.

Official trading in the Company’s Shares (trading as CDIs) on the ASX commenced on 21 December 2012.

The highest, lowest and last market sale prices of the CDIs on ASX during the period from the commencement of Official Quotation until immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest	$0.555	9 and 10 January 2013
Lowest	$0.27	14 February 2013
Last	$0.27	14 February 2013

The highest, lowest and last market sale prices of the Shares on TSX-V during the 12 month period immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest C$0.50 28 February 2012 Lowest C$0.125 25 July 2012 Last C$0.29 14 February 2013

8.4 Disclosure of interests and remuneration

Directors are not required under the Company’s Articles to hold any Shares.

Security holdings

The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus is set out in the table below.

Name	Shares/CDIs	Options/Warrants
Mr Michael Naylor1	252,843 CDIs	1,130,850 unlisted options exercisable at C$0.50 on or before 17 April 2017
Mr Don Halliday2	1,584,275 Common Shares	3,750 unlisted options exercisable at C$5.00 on or before 10 September 2014 5,000 unlisted options exercisable at C$4.00 on or before 7 January 2015 60,000 unlisted options exercisable at C$1.85 on or before 31 January 2016 184,714 unlisted common share purchase warrants exercisable at C$2.50 on or before 30 March 2013
Mr Anthony Goddard3	1,258,370 CDIs	344,171 unlisted options exercisable at C$0.83on or before 30 April 2013 628,250 unlisted options exercisable at C$1.07 on or before 1 December 2016
Mr Steven Chadwick4	203,226 CDIs	125,650 unlisted options exercisable at C$0.50 on or before 17 June 2015
Mr Michael Haynes5	1,078,349 CDIs	628.250 unlisted options exercisable at C$1.07 on or before 1 December 2016. 316,310 unlisted options exercisable at C$0.83 on or before 30 April 2013
Mr Eric Edwards	100,000 Common Shares	5,000 unlisted options exercisable at C$5.00 on or before 16 October 2014 2,500 unlisted options exercisable at C$4.00 on or before 7 January 2015 15,000 unlisted options exercisable at

Name	Shares/CDIs	Options/Warrants
		C$1.85 on or before 31 January 2016
Mr Robert Boaz	Nil	Nil

Notes

49,636 CDIs are held by Ms Sarah Mcalpine (Director’s spouse) and 115,253 CDIs held by Mr Michal Dylan Naylor and Ms Sarah Mcalpine as trustee for the M D & SI Super Fund Account.
917,878 Coventry Common Shares and 84,814 unlisted common share purchase warrants exercisable at C$2.50 on or before 30 March 2013 are held by Amada Halliday (Director’s spouse), and 31,897 Coventry Common Shares are held by 524,124
1,057,645 CDIs and 344,171 unlisted options exercisable at C$0.83on or before 30 April 2013 are held by Karen Jennifer Pittard (Director’s spouse) and 188,160 CDIs are held by Karen Jennifer Pittard as trustee of the Whitehaven Mansions Trust (Karen Pittard is the potential beneficiary and controller); and 628,250 unlisted options exercisable at C$1.07 on or before 1 December 2016 are held by Mount Remarkable Holdings Limited as trustee for the Goddard Family Trust.
203,226 CDIs are held by Spectrum Metallurgical Consultants Pty Ltd as trustee for the Super Fund Account.
948,930 CDIs and 316,310 unlisted options exercisable at C$0.83 on or before 30 April 2013 are held by Bullseye Geoservices Pty Ltd as trustee for the Haynes Family Account, 129,149 CDIs are held by Mr MJA & Mrs MM Haynes as trustee of the M & M Haynes Super Fund Account.

The Directors’ remuneration information for the current and the last two financial years as at the date of this Prospectus is set out in the table below:

Name	Remuneration for previous financial year ending 31 Dec 2012	Current financial year
Mr Michael Naylor1	203,8202	$327,000
Mr Don Halliday	$120,000	$240,000
Mr Anthony Goddard1	124,9962	$250,000
Mr Steven Chadwick1	101,605	$250,000
Mr Michael Haynes1	45,8332	$30,000
Mr Eric Edwards1	$9,000	$30,000
Mr Robert Boaz3	Nil	$30,000

Notes.

Each of these directors was appointed on 9 January 2013.
Remuneration received while a Director of Coventry, prior to the completion of the Merger.
Mr Boaz was appointed on 24 January 2013.

8.5 Agreements with Directors or Related Parties

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and
(b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

8.6 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:
(iii) the formation or promotion of the Company; or
(iv) the Offer; or
(c) the Offer.

8.7 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,

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.

Steinepreis Paganin has acted as the Australian solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $10,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates.

8.8 Consents

Other than as set out below, each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus, nor is any statement in this Prospectus based on any statement by any of those parties;
(b) to the maximum extent permitted by law, expressly disclaims and takes 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 the party; and
(c) did not authorise or cause the issue of all or any part of this Prospectus.

Steinepreis Paganin has given and has not, before lodgement of this Prospectus with ASIC, withdrawn its consent to be named in this Prospectus as Australian lawyers to the Company in relation to the Offer in the form and context in which it is named.

8.9 Expenses of the Offer

The total cash expenses of the Offer (excluding GST) are estimated to be approximately $17,171 and are expected to be applied towards the items set out in the table below:

Item of Expenditure	($)
ASIC fees	2,171
Legal Fees	10,000
Miscellaneous	5,000

TOTAL

17,171

8.10 Continuous disclosure obligations

The Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will continue to be 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.

Price sensitive information will be publicly released through ASX before it is disclosed to shareholders and market participants. Distribution of other information to shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

8.11 Electronic Prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of this Prospectus or both. Alternatively, you may obtain a copy of this Prospectus from the website of the Company at www.coventryres.com.

8.12 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.

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

The Company will apply to participate 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.

Electronic sub-registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with statements (similar to a bank

account statement) that set out the number of Shares allotted 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.

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. 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.

8.14 Privacy statement

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

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

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

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

9. 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.

Mr Michael Naylor Director and CEO For and on behalf of Coventry Resources Inc

10. GLOSSARY

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

$ means an Australian dollar and C$ means a Canadian dollar.

Applicant means an applicant for Shares under this Prospectus.

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

Articles means the notice of articles of the Company.

ASIC means Australian Securities & 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 official listing rules of ASX.

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

Cameron Gold Camp Project means Coventry’s key project being the Cameron Gold Project and West Cedartree Gold Project located in the southern part of western Ontario, Canada.

Capital Raising has the meaning given to that term in section 3.2.

CDI means a CHESS depositary interest, being a unit of beneficial ownership in a Coventry Common Share registered in the name of the Depositary.

CDI Subregister means the register of holders of the Company CDIs to be maintained by the Company or its agent and CDI Subregistry has a corresponding meaning.

CHESS means Clearing House Electronic Subregister System operated by ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532).

Closing Date means the closing date of the Offer as set out in the indicative timetable in the Investment Overview in Section 3 of this Prospectus (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company means Coventry Resources Inc (ARBN 161 615 783) (formally named Crescent Resources Corp), a company existing under the laws of the Province of British Columbia and admitted to the Official List of the ASX as CYY and listed on the TSX-V as CYY.

Corporations Act means the Corporations Act 2001 (Cth).

Coventry has the meaning given to that term in section 2.1.

CDI means a CHESS Depository Interest in respect of a Coventry Common Share.

Common Shares or Shares means fully paid ordinary shares in the capital of the Company.

Depositary means Chess Depositary Nominees Pty Ltd (ACN 071 346 506).

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

Offer means the offer of Shares pursuant to this Prospectus as set out in Section 4 of this Prospectus.

Offer Period means the period commencing on the date of this Prospectus and ending on the Closing Date.

Official List means the official list of ASX.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Oviedo Drill Contract has the meaning given to that term in section 8.1.

Oviedo Property has the meaning given to that term in section 8.1.

Prospectus means this prospectus. A reference to this Prospectus includes a reference to the Scheme Booklet unless the context otherwise requires.

Scheme Booklet means has the meaning given to that term in section 2.1.

Section means a section of this Prospectus.

Semin has the meaning given to that term in section 8.1.

Shareholder means a holder of one or more Common Shares or CDIs.

TSX-V means the TSX-Venture Exchange.

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