PREDICTIVE DISCOVERY LIMITED — Capital/Financing Update 2010

Nov 2, 2010

Prospectus

Prospectus for the issue of 30,000,000 fully paid ordinary shares at an offer price of 20 cents each to raise \$6,000,000 A.C.N. 127 171 877 with the right to accept over-subscriptions to raise up to a further \$2,000,000.

Corporate Advisor Sponsoring Broker / Lead Manager

Shares offered by this Prospectus should be considered speculative.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its contents or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser.

CORPORATE DIRECTORY

Directors	Independent Geologist
Mr Phillip Harman (Chairman)	Mr Chris Young
Mr Paul Roberts (Managing Director)	Chris Young Consulting Pty Ltd 116 Pacific Way
Dr Tom Whiting (Non Executive Director)	Tura Beach NSW 2548
Dr Bobby Danchin (Non Executive Director)	Expert in relation to pmd*CRC Intellectual Property
Mr Phil Henty (Non Executive Director)	Dr Allison Dugdale
Company Secretaries	6 Stirling Drive Lake Gardens Vic 3355
Mr Ian Hobson	Expert in relation to Title - Burkina Faso
Mr Mel Drummond	Cabinet d'Avocats Bernardin Dabire
Registered Office	01 BP 1026 Ouagadougou 01
Level 7, Exchange Tower	Burkina Faso
530 Little Collins Street Melbourne Vic 3000	Expert in relation to Title - Australia
Contact Details	Hetherington Exploration & Mining Title Services Pty Ltd
Predictive Discovery Limited	503 Willoughby Rd Willoughby
Level 7, Exchange Tower 530 Little Collins Street	NSW 2068
Melbourne Vic 3000	Corporate advisor
Email: info@predictivediscovery.com	Axiom Advisory Pty Ltd Level 1, 139 Collins St
Website: www.predictivediscovery.com	Melbourne Vic 3000
Share Registry	Tel. +61 3 9671 4500
Link Market Services Limited Level 9, 333 Collins St	Sponsoring Broker/Lead Manager
Melbourne Vic 3000	Blackswan Equities Limited Level 12 BGC Centre
Proposed ASX code: PDI	28 The Esplanade Perth WA 6000
Solicitors to the Company	Tel. +61 8 9346 0333
Baker & McKenzie	Auditor and Investigating Accountant
Level 19 181 William Street	Nexia ASR and Nexia ASR Pty Ltd (respectively)
Melbourne Vic 3000	Level 14, 440 Collins St Melbourne Vic 3000

Timetable of important dates

18 November 2010 Closing date*

26 November 2010 Shareholder statements expected to be issued

1 December 2010 Expected date of quotation of shares on ASX (subject to ASX approval)

* The Directors reserve the right to extend the closing date without prior notice. Accordingly, these dates and any following are indicative only.

enquiries

Enquiries relating to this Predictive Discovery Limited offer can be made by telephoning Link Market Services Limited on (1300) 131 678 or (02) 8280 7173.

Important notice

This Prospectus has been issued by Predictive Discovery Limited (PD) and is dated 18 October 2010 and was lodged with the Australian Securities and Investment Commission (ASIC) on that date. The ASIC and ASX take no responsibility for the contents of this Prospectus. No securities will be allotted or issued on the basis of this Prospectus later than the expiry date of this Prospectus being the date which is 13 months after the date of this Prospectus. Securities allotted or issued pursuant to this Prospectus will be allotted or issued on the terms and conditions set out herein.

Before deciding to invest in PD, potential investors should read the entire Prospectus and in particular, in considering the prospects for PD, investors should consider the risk factors that could affect the future performance of PD. PD is at the early stages of exploration and the risks are therefore significant. The Shares offered by this Prospectus should be considered speculative. Investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from an accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. No guarantee is given as to the success of PD, the repayment of capital, the payment of any dividends, or the price at which the Shares will trade on ASX.

No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by PD in connection with the Offer. This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the Shares or the Offer, or otherwise permit a public offering of the Shares, in any jurisdiction outside Australia.

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in Section 16 of this Prospectus. All financial amounts shown in this Prospectus are expressed in Australian dollars unless otherwise indicated. PD has issued both a printed and an electronic version of this Prospectus and the electronic version may be accessed at www.predictivediscovery.com. The Offer pursuant to an electronic Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia.

The Corporations Act prohibits any person from passing to another person the Application Form unless it is attached to or accompanies the complete and unaltered version of this Prospectus. During the Offer Period, any person may obtain a hard copy of this Prospectus by contacting PD by e-mail at info@predictivediscovery.com.

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an exposure period of 7 days from the date of lodgement with the ASIC. This period may be extended by the ASIC for a further period of up to 7 days. The purpose of this exposure period is to enable this Prospectus to be examined by market participants prior to the raising of funds. If this Prospectus is found to be deficient, applications received during the exposure period will be dealt with in accordance with section 724 of the Corporations Act. Applications received prior to the expiration of the exposure period will not be processed until after the exposure period. No preference will be conferred on Applications received in the exposure period and all Applications received during the exposure period will be treated as if they were simultaneously received on the Opening Date.

table of contents

	INVESTMENT HIGHLIGHTS	6
	RISK FACTORS	7
SECTION 1	DETAILS OF THE OFFER	10
SECTION 2	MANAGEMENT AND NON-EXECUTIVE DIRECTORS	15
SECTION 3	COMPANY AND PROJECT OVERVIEW	18
SECTION 4	PREDICTORE™ – FLUID FLOW MAPPING FOR RAPID ORE DISCOVERY	32
SECTION 5	STRATEGY AND WORK PROGRAM	36
SECTION 6	RISK FACTORS	41
SECTION 7	INDEPENDENT GEOLOGIST'S REPORT	46
SECTION 8	INDEPENDENT REPORT ON PMD*CRC INTELLECTUAL PROPERTY	95
SECTION 9	BURKINA FASO INDEPENDENT REPORT ON MINING TENEMENTS	100
SECTION 10	AUSTRALIAN INDEPENDENT REPORT ON MINING TENEMENTS	112
SECTION 11	INVESTIGATING ACCOUNTANT'S REPORT	125
SECTION 12	FINANCIAL INFORMATION	133
SECTION 13	MATERIAL CONTRACTS SUMMARY	142
SECTION 14	CORPORATE GOVERNANCE	148
SECTION 15	ADDITIONAL INFORMATION	155
SECTION 16	DEFINITIONS AND GLOSSARY OF TECHNICAL TERMS	161

Application form

investment highlights

Predictive Discovery Limited (PD) is principally focussed on gold projects in Burkina Faso, West Africa. It also has projects for uranium in the Northern Territory and gold in Victoria. Highlights include:

1. A large parcel of prospective ground in Burkina Faso.

PD has applied its regional structural analysis technology to select specific areas and acquire interests and/or apply for ground in gold mineralised greenstone belts. Tenement holdings and areas under application total 1544 square kilometres.

2. An established team in Burkina Faso.

PD has established a local office along with experienced local management and field staff and is already actively exploring the ground. Based on its current position and strong local contacts, it is actively seeking new ground.

3. Encouraging gold intersections from recent drilling in Burkina Faso.

PD has already carried out RAB drilling over the past year. This has yielded results such as 15m of 2.3 g/t gold and 6m at 4.9g/t gold.

4. A substantial exploration program is planned in Burkina Faso.

During the upcoming field season, PD plans to move quickly and fly airborne geophysics to define the detailed geology and structure, then follow up with soil or auger geochemistry in late 2010 and drilling in early 2011. Targets will then be prioritised by application of the Predictore™ technology.

5. Projects in the Northern Territory and Victoria targeting large uranium and gold deposits respectively.

In both areas, PD's structural analysis has defined specific target locations under cover thought to be prospective for uranium and gold deposits respectively. PD will undertake ground geophysical surveys and use the Predictore™ technology to identify targets, which will be drill tested in 2011.

6. The rights to apply a unique new target generation technology, Predictore™.

Approximately A\$17M was spent by government and industry over seven years developing this technology through the Predictive Mineral Discovery Cooperative Research Centre (pmd*CRC). The key component of Predictore™ is a computer modelling system that is able to simulate the movement and focusing of ore forming fluids through geological time. PD has exclusive access to use that modelling system outside of Australia (non-exclusive within Australia). With it, PD has built a unique discovery strategy and is confident of its ability to predict target locations for certain types of ore deposits.

7. A management team and board with a depth of experience in successful mineral exploration.

PD's Managing Director and Chief Geologist have experience over many years in conducting successful exploration programs and have been associated with a number of discoveries. They are both key people in the development of the Predictore™ technology. The Board has a balanced mix of experience at senior levels in Australia and overseas and in the junior explorer and capital markets. They have a clear understanding of the risks in exploration and the role technology may play.

RISK FACTORS

PD is subject to a number of risk factors which are set out in more detail in Section 6, the most significant of which include:

1. Exploration Stage.

PD's mineral tenements are at the exploration stage only. PD is not at a development stage and has no JORC compliant reserves or resources. Despite the best efforts of PD, there is no guarantee of exploration success, and, even if there is exploration success, there is no guarantee that development of any such success will be commercially viable.

2. PD's projects are, by their nature, high risk.

In Burkina Faso, PD's projects cover areas of outcrop and thin cover which may obscure undiscovered gold ore deposits. There is no certainty that PD will discover sufficient gold mineralisation at a high enough grade to justify the development of a profitable gold mine. In Australia, PD has deliberately selected projects in areas where the target rock sequences lie under younger cover. There can be no guarantee that any of PD's targets will lead to economic intersections when they are drill tested or even intersect the expected geological sequences.

3. PD is using new technology to generate drill targets.

With the exception of certain case histories, the Predictore™ technology is at a relatively early stage of application and it has no proven track record of generating targets that have led to ore deposits more efficiently than any other approach.

4. Reliance on key PD personnel.

The potential application by PD of the Predictore™ technology is a key distinguishing feature from other exploration entities. Any loss of the Managing Director or Chief Geologist, given their understanding of this technology, would severely impact on PD's ability to deliver on this strategy. PD has taken out key-man personal accident insurance to cover the position of the Managing Director and Chief Geologist.

5. Additional Requirements for Capital.

As a non revenue generating entity, there will be a requirement to seek additional capital in due course. PD's ability to do this at an appropriate price will be significantly impacted by commodity prices, market conditions and the capital raising environment at that time.

6. Geopolitical Risk.

Given that a large proportion of PD's tenements are located in Burkina Faso, PD's ability to carry on its business in the normal course may be adversely affected by considerations associated with economic, social or political instability in that country. Furthermore, PD is operating in areas where there are subsistence farmers and artisanal miners and where any discovery could lead to access disputes, potentially delaying any proposed development.

7. Tenement Title.

Two of PD's tenements require renewal by the relevant Burkina Faso regulatory department. Further details with respect to these are set out in Sections 3.4, 6.1(G) and 9. PD currently knows no reason to believe that the relevant approvals will not be obtained. However this cannot be guaranteed.

chairman's letter

A.C.N. 127 171 877

Level 7, 530 Lt Collins St Exchange Tower Melbourne 3000 p (03) 9909 7633 f (03) 9621 1460 18 October 2010 w www.predictivediscovery.com

Dear Investor,

Predictive Discovery Limited (PD) was established in late 2007 to explore for gold and uranium. We are focusing principally on exploration for gold in West Africa with two additional projects for uranium and gold in Australia. The company has a distinctive technological capability, known as Predictore™, that sets it apart from its peers. Over the past three years we have raised approximately \$3 million to establish what we believe is a very promising exploration portfolio. By way of this Prospectus, we seek to raise a further \$6-8 million and list on the ASX. You are invited to participate in our company that we believe has an exciting future.

Burkina Faso has been much in the mining news over the past six months. It is an emerging West African country that contains large areas of the prospective, relatively unexplored, Birimian age greenstone belts. A number of significant gold discoveries have been made in Burkina Faso over the past few years, several of which are now in production. The country is safe to operate in and has a mining law that encourages exploration and development. PD has been working there since early 2008 and has established a local office with qualified field staff. With good local contacts, it is in a strong position to acquire more ground.

PD has assembled a ground position in Burkina Faso totalling 1544 square kilometres including tenement areas under application. It was selected through a country wide analytical assessment over the past three years that prioritised favourable mineralised geological structures and greenstone belts. This led us to our Bonsiega project in the Fada N'Gourma greenstone belt situated in the east of the country and along strike from the Samira Hill gold mine, just inside Niger to the northeast.

Previous exploration has yielded encouraging results and there are numerous occurrences of artisanal workings. The widespread occurrence of thin younger cover has left much of the area underexplored. Over the past year, PD geologists have carried out geological mapping, surface geochemical and geophysical surveys and RAB drilling of several known prospects. Numerous plus one metre intervals of over one gram per tonne of gold were recovered in drilling and, at the Fouli prospect, a 1.7 kilometre long gold anomalous zone was identified which is open to the north-east.

A detailed aeromagnetic survey will be flown over the Bonsiega project area before year end. A deep drilling auger rig has been contracted to start geochemical drilling in areas of cover as soon as the wet season abates and ground access is possible. We plan to use the results of this work as inputs into the Predictore™ technology and thereby generate high priority targets for follow up drilling. PD is continuing to assess other highly prospective areas in Burkina Faso.

In Australia, PD is targeting a major new discovery under cover and has acquired two projects that are ideally suited to application of the Predictore™ technology. The Benmara project in the Northern Territory is in the same rocks as the Westmoreland uranium field in Queensland to the east. We are targeting a large uranium deposit in favourable rock sequences beneath younger cover rocks. Available aeromagnetic data has been assessed and a gravity survey over the area is planned. A geological interpretation of the geophysical data sets will lead to the application of the Predictore™ technology and the generation of drill targets which will be tested after the wet season.

In Victoria, the Skipton area lies south of an alluvial goldfield and the prospective formations are covered by younger volcanic sequences. Two major structures interpreted from the regional geophysical data intersect in the area. We are targeting a major gold deposit similar to Stawell which lies to the north-west on one of the structures. PD has carried out ground geophysics and plans to apply the Predictore™ technology to generate drill targets.

Predictore™ is an Australian developed technology that resulted from over seven years of joint government/industry funded research at a cost of approximately \$17 million. A number of case history studies carried out during the research program have demonstrated the effectiveness of the approach. PD has the exclusive right to apply the technology outside of Australia and has non-exclusive rights to apply it in Australia. The technology has two components: the first is applied to regional data sets and is able to highlight subtle large and deep structures that potentially control mineralising systems. The second utilises advanced computer simulation to map the movement of mineralising fluids through rocks and thereby predict where ore deposits are most likely to have formed. This powerful approach allows geologists to test a variety of predictions against what they actually observe in the field and make more rigorous conclusions about the location of priority targets. We believe that it has the potential to increase the odds of discovery.

An exploration company with good projects is nowhere without the motivated people to implement its exploration strategy. Our Managing Director, Paul Roberts, is a seasoned and successful discoverer who was intimately involved in the development of the Predictore™ technology and has a strong belief in its capabilities. Supported by the Board and the founding shareholders, he is responsible for developing PD's exciting portfolio of projects and assembling the Burkina Faso based team.

With a solid foundation of projects and people, a substantial proportion of money raised will be directed at in-ground exploration giving us the best chance of success. Furthermore, with West African projects in the northern hemisphere and a Northern Territory project in the southern hemisphere, counter-cyclical wet seasons will enable PD to carry out ground-based exploration activities throughout the year.

I invite you to discover more about PD and this investment opportunity by reading the Prospectus in detail and I look forward to welcoming you as a Shareholder.

Yours sincerely,

Phillip G. Harman Chairman

SECTION 1 details of the offer

1.1 SHARES OFFERED FOR SUBSCRIPTION

This Prospectus invites applications for a total of 30,000,000 Shares at an issue price of 20 cents each to raise a total of \$6 million with the right to accept over-subscriptions of up to a further \$2 million.

The minimum subscription for the issue is \$6 million. No Shares will be issued under this Prospectus until the minimum subscription has been reached. Nor may Shares be issued which exceed the 40,000,000 maximum number of Shares as contemplated by this Prospectus. This Offer is not underwritten. If the minimum subscription has not been raised within three (3) months after the date of this Prospectus, PD will either repay the application monies to Applicants or issue a supplementary or replacement prospectus and allow Applicants one month to withdraw their Application and be repaid their application monies.

No Shares will be issued under this Prospectus unless PD meets the spread requirements under the ASX Listing Rules, being that, on listing, PD has at least 400 Shareholders (each with holdings of at least \$2000, excluding restricted securities) and persons who are not related parties must hold not less than 25% of the total number of Shares (excluding restricted securities). PD currently has 56 Shareholders.

All Shares issued pursuant to this Prospectus will be issued as fully paid ordinary shares in the capital of PD and will, on issue and allotment, rank equally in all respects with the Shares already on issue. Further details of the rights attaching to Shares are set out in Section 15.1.

1.2 WHEN TO APPLY

This Offer is expected to close at 5.00 p.m. (Melbourne time) on 18 November 2010 subject to the right of PD to extend the closing date of the Offer without notice.

1.3 HOW TO APPLY

You should carefully read this Prospectus and instructions accompanying it before subscribing. If you wish to participate in the Offer, you should complete the Application Form. You may apply for a minimum parcel of 10,000 Shares representing a minimum investment of \$2,000. Applicants seeking additional Shares must apply for Shares in multiples of 1,000 (equivalent to \$200) thereafter. All applications must be completed in accordance with the detailed instructions on how they are to be completed and be accompanied by a cheque in Australian dollars payable to "Predictive Discovery Limited Float Account" and crossed "Not Negotiable". No brokerage or stamp duty is payable by applicants. The amount payable on application will not vary during the period of the Offer and no further amount is payable on or after allotment in respect of the Shares.

Completed Application Forms and accompanying cheques must be received by the Closing Date at one of the two following addresses:

Mailing Address	Hand Delivery
Predictive Discovery Limited	Predictive Discovery Limited
Locked Bag A14	Level 12, 680 George St
Sydney South NSW 1235	Sydney New South Wales
	(do not use this address for mailing purposes)

Existing shareholders in Black Fire Minerals Limited ("BFE", a listed company with a holding of 7.25 million Shares in PD) should mark the box in the place provided in the Application Form. BFE shareholders are collectively entitled to a 10% preferential distribution of the allocated shares. For example, If in excess of 40 million shares are applied for by all applicants and BFE shareholders apply for more than 4 million shares, a minimum of 4 million shares will be allocated to BFE shareholders on such basis as PD reasonably determines. BFE entitlements shall be governed by those holdings that are registered on BFE's share register as of the close of business Friday 15th October 2010. BFE advises that the BFE shareholder entitlement is not transferable to non-BFE shareholders.

Existing PD Shareholders should mark the box in the place provided in the Application Form and are collectively entitled to a preferential allocation of six million Shares on such basis as PD reasonably determines together with applicants known to the Board of Directors.

Enquiries relating to this Predictive Discovery Limited offer can be made by telephoning Link Market Services Limited on (1300) 131 678 or (02) 8280 7173.

1.4 PURPOSE OF THE OFFER

The primary purpose of the Offer is to raise funds for the following:

• 1. To conduct drilling programs on multiple targets in Burkina Faso and at the Benmara and Skipton properties in Australia.
• 1. To continue target selection activities on all of the projects described in this Prospectus including geophysical and geochemical surveys, structural geological mapping and application of the Predictore™ technology.
• 1. To identify and acquire new areas in West Africa for future exploration by PD.

1.5 USE OF FUNDS

Following the Offer, assuming only the minimum is raised, it is anticipated that the following funds will be available to PD:

	\$
Current cash (estimate) as at the date of this Prospectus	1,600,000
Funds raised from this Prospectus (minimum)	6,000,000
Less offer expenses (estimate)	(460,000)
Total Funds	7,140,000

PD proposes to fund its intended activities, as outlined in the table below, from the proceeds of the Offer. It should be noted that budgets will be subject to modification on an ongoing basis depending on the results obtained from the exploration activities. This involves an ongoing assessment of each of PD's projects and may lead to increased or decreased levels of expenditure on certain interests, reflecting a change in emphasis. Subject to the above, the following expenditure is proposed:

Use of Funds	Period ending 30 June 2011	Period ending 30 June 2012	Total
	\$	\$	\$
Bonsiega project (Burkina Faso)	1,420,000	1,480,000	2,900,000
Boussouma permit (Burkina Faso)	290,000	310,000	600,000
Benmara project (NT)	160,000	340,000	500,000
Skipton project (Vic)	200,000	200,000	400,000
New project generation	150,000	150,000	300,000
Administration	450,000	800,000	1,250,000
Total use of Funds	2,670,000	3,280,000	5,950,000

Based on the above, following the completion of the Offer the Directors are of the opinion that PD will have sufficient working capital to carry out its objectives.

If \$8 million is raised (rather than \$6 million) the additional funds will be directed primarily to additional drilling on PD's target areas with the majority of these monies to be expended in Burkina Faso or on other new projects in West Africa.

1.6 CAPITAL STRUCTURE

The Share capital structure following the issue is expected to be as follows.

	Number of fully paid ordinary shares
Shares currently on issue	56,580,000
Shares to be issued pursuant to this Offer (minimum)	30,000,000
Total Shares on issue at the Listing date	86,580,000

If PD raises \$8 million under the Offer, PD will issue an additional 10,000,000 Shares.

Following the issue of Shares under the Offer, no Shareholder is expected to have greater than a 10% shareholding in PD. Further details of PD's issued capital are contained in Section 15.2.

PD also has 6,000,000 Options on issue (refer to Section 15.3 for further details).

1.7 ESCROW

PD has been advised that the ASX is likely to impose escrow on Shares currently on issue as follows:

• 20,196,875 Shares for a period of 24 months from listing;
• 5,000,000 Shares until 17 September, 2011;
• 2,737,500 Shares until 1 April, 2011.

In addition, PD has been advised that the ASX is likely to impose escrow on 5.3 million options issued to the Directors and Axiom Advisory Pty Ltd (Axiom) for a period of 24 months from the date of listing.

1.8 ALLOTMENT AND ALLOCATION OF SHARES

Subject to ASX granting conditional approval for PD to be admitted to the Official List, the allotment of Shares to Applicants will occur as soon as possible after the Offer is closed, following which statements of shareholdings will be dispatched. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk. Pending the issue of the Shares, or return of the Application Monies, the Application Monies will be held in trust for the Applicants. The Directors have the right to allocate Shares. PD may reject any Application or allocate any Applicant fewer Shares than applied for under the Offer. If an Application is not accepted, or is accepted in part only, the relevant part of the Application Monies will be refunded. Interest will not be paid on Application Monies refunded.

1.9 APPLICANTS OUTSIDE AUSTRALIA

This Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue this Prospectus or make the Offer. It is the responsibility of any Applicant who is resident outside Australia to ensure compliance with all laws of any country relevant to their Application, and any such Applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be allotted Shares. No action has been taken to register or qualify the Shares or the Offer or otherwise to permit a public offering of the Shares in any jurisdiction outside Australia. The return of a completed Application Form will be taken by PD to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained.

1.10 corporate advisor

PD has engaged Axiom Advisory Pty Ltd (Axiom) as corporate advisor for this capital raising. Axiom will receive a management fee of 1% of all funds raised under the Offer. Axiom will also receive a 5% fee on any funds raised by it under the Offer (and to avoid any doubt this excludes Applications from existing PD Shareholders, PD-introduced investors and investors introduced by brokers other than Axiom). Other brokers will likewise receive a 5% fee if applications lodged through them are accepted.

In addition, and as part of its engagement, PD has issued 900,000 Options to Axiom as set out in Section 15.3. Further, since 1st July 2010, Axiom has been engaged on a \$5,000 per month basis for ongoing advisory services.

1.11 SPONSORING BROKER AND LEAD MANAGER

PD has engaged Blackswan Equities Limited (Blackswan) as sponsoring broker and lead manager for this capital raising. Blackswan will receive a 5% fee on all funds applied for and accepted by the PD Board that it arranges.

1.12 ASX LISTING

Within seven (7) days after the date of this Prospectus, application will be made by PD to ASX for PD to be admitted to the Official List of ASX and for admission of the Shares offered pursuant to this Prospectus to quotation on ASX. If PD is admitted to the Official List, its ASX code is expected to be "PDI". If PD is not admitted to the Official List of ASX and the Shares are not admitted to quotation within three (3) months after the date of this Prospectus, PD will not allot or issue any Shares, and will repay all Application Monies without interest as soon as practicable or (subject to any necessary ASIC or ASX waivers and consents being obtained) issue a supplementary or replacement prospectus and allow Applicants one month to withdraw their Application and be repaid their Application Monies. ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may admit PD to its Official List is not to be taken in any way as an indication of the merits of PD or the Shares offered pursuant to this Prospectus.

1.13 CHESS

PD will apply to participate in the CHESS System operated by ASX Settlement Pty Ltd (ASPL) (a wholly owned subsidiary of ASX), in accordance with the Listing Rules and ASPL Settlement Rules. On admission to CHESS, PD will operate an electronic issuer-sponsored subregister and an electronic CHESS subregister. The two subregisters together will make up PD's principal register of securities.

Under CHESS, PD will not issue certificates to Shareholders. Instead, PD will provide Shareholders with a holding statement that sets out the number of Shares allotted to that Shareholder under the offer. If a Shareholder is brokersponsored, ASPL will send them a CHESS statement. The CHESS statement will set out the number of securities allotted to each holder under this Prospectus, give details of the Shareholder's holder identification number and give the participant identification number of the sponsor. If you are registered on the issuer sponsored subregister, your statement will be dispatched by the share registry following the completion of the Offer, and will contain the number of securities allotted under this Prospectus and the Shareholder's security holder reference number. A CHESS statement, or issuer sponsored statement, will routinely be sent to Shareholders at the end of any calendar month during which the balance of their holding changes. A Shareholder may request a statement at any other time, however a charge may apply for additional statements.

1.14 ENQUIRIES IN RELATION TO THE OFFER

This Prospectus provides information for potential investors in PD, and should be read in its entirety. If, after reading this Prospectus, you have any questions about any aspect of an investment in PD, please contact your stockbroker, accountant or independent financial adviser.

1.15 DIVIDENDS

The Directors do not envisage that PD will be in a position to declare dividends for the foreseeable future. No guarantee can be given that any dividends will be paid, or if paid the amount of any dividends that would be paid would be franked.

1.16 PRIVACY DISCLOSURE

PD collects information about each Applicant from an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's security holding in PD. By submitting an Application Form, each Applicant agrees that PD may use the information in the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, PD's related bodies corporate, agents, contractors and third party service providers, including mailing houses, ASX, ASIC and other regulatory authorities. If an Applicant becomes a security holder of PD, the Corporations Act requires PD to include information about the security holder (name, address and details of the securities held) in its public register. This information must remain in the register even if that person ceases to be a security holder of PD. Information contained in PD's registers is also used to facilitate distribution payments and corporate communications (including PD's financial results, annual reports and other information that PD may wish to communicate to its security holders) and compliance by PD with legal and regulatory requirements. If you do not provide the information required on the Application Form, PD may not be able to accept or process your Application.

SECTION 2 MANAGEMENT AND NON-EXECUTIVE DIRECTORS

Paul Roberts Mr Mel Drummond Phillip Harman Dr Bobby Danchin Dr Tom Whiting Phil Henty

2.1 management

Paul Roberts (Managing Director)

BSc, MSc, FAIG, MGSA

Paul Roberts has a long and successful history in mineral exploration management and mine geology both in Australia and overseas where he has been associated with a number of discoveries including the Henty gold deposit in Tasmania. With a background of this experience, in 2002 he left an industry position and led the pmd*CRC's research program until 2007. He has a deep understanding of the Predictore™ technology and is committed to its application in the search for new ore deposits. He is the chief architect of PD's business model which has been developed over the past four years and is principally responsible for assembling PD's project portfolio.

Dr Barry Murphy (Chief Geologist)

BA (Nat Sci), PhD, FGSL, MSGA, MASEG

Dr Barry Murphy has had a successful career in mineral exploration, consulting and research. He brings to PD wide experience in practical structural geology and exploration project management. Dr Murphy also brings to PD specific experience in project generation and in the application of the Predictore™ technology. Dr Murphy holds a part-time contract position with PD.

Mr Ian Hobson (Chief Financial Officer and Company Secretary)

B.Bus FCA ACIS MAICD

Ian Hobson is a chartered accountant and a chartered secretary who has had 25 years experience in the profession, acts in various roles for various listed and unlisted entities, and specializes in transaction support, due diligence and prospectus preparation. Prior to commencing his own practice, Ian was a director at Ferrier Hodgson and prior to that at PricewaterhouseCoopers. Mr Hobson holds a part-time contract position with PD.

Mr Mel Drummond (Company Secretary)

BA BCom FCIS FInstCM

Mel Drummond worked and resided in four countries prior to permanently relocating to Australia in the mid 1980's. He has held senior finance and administrative positions (including directorships) in both private and public companies in various business sectors, including the mining sector, in the West Indies from 1976 and Australasia since coming to Melbourne in 1985. Mr Drummond has been responsible for the establishment and management of resources-linked companies in the DRC, Senegal, India and Mauritius and was closely involved with listings of local companies on the ASX, AIM and the TSX in recent years. Mr Drummond works part-time for PD.

In addition to the above, the Burkina Faso team comprises a manager, three exploration geologists, a book-keeper and other casual employees as required. The Australian team is also supported by a part-time book-keeper, contract geologists and field assistants when required.

Paul Roberts Mr Mel Drummond Phillip Harman Dr Bobby Danchin Dr Tom Whiting Phil Henty

2.2 NON-EXECUTIVE DIRECTORS

Phillip Harman (Non-Executive Chairman)

BSc (Hons) MAusIMM, MAICD

Phillip Harman was formerly Chief Geophysicist of BHP Billiton, and held a variety of exploration management positions in BHP including Exploration Manager South America. He was responsible for commercialising the Falcon® technology out of BHP Billiton into Gravity Capital Limited from which a number of companies were created. He has substantial experience in senior positions in the junior exploration sector that are relevant to PD's exploration approach. He is currently Chairman of Flow Energy Limited and a Non-Executive Director of Callabonna Uranium Limited and Stellar Resources Limited.

Dr Bobby Danchin (Non-Executive Director)

BSc, BSc (Hons), MSc, PhD, FAusIMM

Dr Bobby Danchin was formerly CEO of Anglo American plc's Exploration and Acquisitions Division. He has a detailed understanding of the global mineral exploration business, and is a recognised and respected figure in the African mineral exploration community. In his former role, Dr Danchin was an active supporter of the development of the Predictore™ technology. Since his retirement from Anglo American, Dr Danchin has brought his extensive experience to the junior mining and exploration sector. He is currently non-executive director of Cluff Gold plc and Mineral Deposits Limited both of which have recently brought gold mines into production in West Africa.

Dr Tom Whiting (Non-Executive Director)

BSc (Hons), PhD, Grad Dip Fin, MASEG, MAICD

Dr Tom Whiting has spent over 30 years in the minerals exploration industry both as a geophysicist and an exploration manager. From 2000 to 2004 he was Vice President of Minerals Exploration for BHP Billiton. During his career with BHP Billiton he was associated with a number of discoveries and was at the forefront of promoting the development and application of new exploration technologies related to the search for ore deposits under cover. To this end he backed the development of new generation airborne electromagnetic technologies and the Falcon® airborne gravity gradiometer system. Dr Whiting recognised the potential of the Predictore™ approach and was one of the principal supporters of the pmd*CRC research program. He is currently a consultant and is the Non-Executive Chairman of the Deep Exploration Technologies Cooperative Research Centre.

Phil Henty (Non-Executive Director)

BA Acc, Dip SIA, F Fin

Phil Henty has extensive experience in the Australian securities markets. He has worked for nearly thirty years in the stockbroking and investment markets. His experience covers the equities, derivatives and fixed interest markets and most aspects of the securities industry, from dealing and advice through to management, capital raising, investment management and private investment.

SECTION 3 company and project overview

3.1 COMPANY HISTORY

Date	Event
August 2007	PD incorporated
February 2008	Paul Roberts commenced work as CEO
February to July 2008	Phil Harman (Chair), Tom Whiting and Bobby Danchin were appointed to the Board as non-Executive Directors
July 2008	PD applied for EL 5172 (at Skipton, Victoria)
August 2008	Intellectual property agreements concluded with partners in the pmd*CRC
April 2009	Paul Roberts joined the Board of PD as Managing Director
July 2009	PD applied for two exploration permits in Eastern Burkina Faso (Tamfoagou and Tyekanyebi)
July 2009	Phil Henty joined the Board as Non-Executive Director
September 2009	Skipton Exploration Licence granted by the Victorian Department of Primary Industries
January 2010	PD signed a Heads of Agreement with ElDore Mining Corporation Limited covering four granted exploration permits in Burkina Faso. Exploration commenced approximately 2 weeks later
May 2010	PD commenced its first RAB drilling program in Burkina Faso
June 2010	PD signed a Heads of Agreement with Lagoon Creek Resources Pty Ltd covering two granted Exploration Licences on Benmara Station in the Northern Territory
July 2010	PD signed agreements on two granted exploration permits with two Burkina Faso residents and SOMIKA SARL, a Burkina Faso company
September 2010	PD signed an agreement with SOMIKA SARL for the Boussoumsa permit area.

3.2 CORPORATE STRUCTURE

The companies in the PD group include one wholly owned subsidiary Predictive Discovery SARL, an entity incorporated under the laws of Burkina Faso.

3.3 SUMMARY OF EXPLORATION PROJECTS

Location	Controlled by	PD equity	Name	Tenement No.	Area km2
			Fouli	Arrete 2005-060/MCE	248
	ElDore Mining		Tantiabongou	Arrete 2007-019/MCE	126
	Corporation Limited (Birrimian (BVI) Limited)	PD earning 60%	Sirba	2005-059/MCE	189
			Madyabari	Arrete 2005-061/MCE	232
Burkina Faso		100%	Tyekanyebi	Tenement application	242
	Predictive Discovery SARL	100%	Tamfoagou	Tenement application	238
	Sebi Bourougou and SOMIKA SARL	PD earning 95%	Tangagari	Arrete 2009/068/MCE	128
	Patrice Nabaloum and SOMIKA SARL	PD earning 95%	Aoura	Arrete 2008/023/MCE	25
	SOMIKA SARL	PD earning 95%	Boussouma*	Arrete 2006/90/MCE	116
Northern			Benmara North	EL 24645	445
Territory, Australia	Lagoon Creek Resources Pty Ltd	PD earning 51%	Benmara South	EL 24666	253
Victoria, Australia	Predictive Discovery Limited	100%	Skipton	EL 5172	462
TOTAL					2,704

* Refer to Sections 3.4, 6.1(g) and 9 for further details about the status of this exploration permit.

Each of Fouli, Tantiabongou, Sirba, Madyabari, Tamfoagou, Tangagari and Aoura form part of the Bonsiega project.

Further details relating to the ownership and earn-in arrangements for the Exploration Projects are set out in Sections 9, 10 and 13.

3.4 BURKINA FASO PROJECTS

The Burkina Faso projects are all located within the Birimian gold belts in West Africa. As Figure 2 shows, these belts contain numerous gold discoveries a number of which are in production. Many areas of active artisanal mining remain only lightly explored. As a result, further exploration driven by continuing investor and mining company interest is likely to produce more gold discoveries in the years to come.

Figure 2: Major West African gold deposits within the Birimian gold belt (green indicates areas of volcanics and sediments and pink indicates areas of granite). Burkina Faso is outlined in black.

Burkina Faso is a landlocked country, bounded to the south by Ghana, Cote D'Ivoire, Togo and Benin, to the west by Mali and to the east by Niger (Figure 2). Gold mining in the past was confined to artisanal mining and one substantial mining operation at Poura in the west of the country which closed in 1999. In the past five years, however, there has been a strong resurgence in exploration and mine development, stimulated especially by the release of new mining regulations in 2003. The Taparko, Mana, Kalsaka, Inata, Essakane and Youga gold mines are now in production. Of these, the largest known deposit is Essakane with 6 million ounces of reported gold in indicated and inferred resources. In addition, recent exploration results announced by Ampella Mining Limited (Batie West), Gryphon Minerals Ltd (Banfora) and Volta Resources Inc (Kiaka) suggest that more gold mines will be developed in future years.

In common with other West African countries, the Government has the right to take a free carried interest of 10% in any ore deposit that is brought into production. Mining royalties are currently 3% of revenue from mineral production although the possibility of raising the royalty to 5% has been mooted by the Government. The rate of corporate tax for mining companies is 20%.

Exploration in Burkina Faso to date has consisted mainly of drilling beneath artisanal workings and soil geochemical anomalies. While country-scale geophysical data has been collected, it has been little used by most explorers. PD's review of data on various Burkina Faso projects suggests that there is potential for new discoveries beneath the laterite and thin alluvial cover which, along with the application of the understanding of regolith processes developed in Australia, may be unlocked by the Predictore™ Technology. For further details regarding the Predictore™ Technology, refer to Section 4.

Figure 3: PD project location and known ore deposits in Burkina Faso

In Burkina Faso, PD holds rights to explore seven granted exploration permits and holds two exploration permit applications covering a total area of 1,544 square kilometres (Figure 3). Further details relating to the ownership and earn-in arrangements for these projects (apart from the Tyekanyebi and Tamfoagou permit applications) are set out in Section 13.

These areas were selected using PD's country-scale project generation method which is described in more detail in Section 4. Of the permits, all but one is located in the eastern part of the country (Figure 3). The bulk of the tenement area lies in the Fada N'Gourma greenstone belt, which continues over the border into Niger where it hosts the Samira Hill-Libiri Mine complex operated by Semafo (Figure 4). This area has been labelled Bonsiega and is currently PD's flagship project.

Figure 4: PD's tenement position in eastern Burkina Faso with respect to Semafo's Samira Hill gold mine in Niger superimposed on the government geological interpretation (note: PD's interpretation is that there are more extensive areas of greenstone rocks in the Tamfoagou and Tyekanyebi permit applications than the geological map suggests).

Bonsiega Project

The Bonsiega project consists of six granted exploration permits and one application which together cover 1,186 square kilometres and over 80 kilometres of strike length in the Fada N'Gourma greenstone belt. PD assembled this ground package over a 12 month period both by applying for ground in its own right and concluding agreements with four other parties under the terms summarised in Table 1.

Various parts of the project area were explored previously by a number of foreign companies including Emerging Africa Gold, Anglo American (known locally as 'Anmercosa'), Sanu Resources, Ashanti and Birrimian (BVI) Ltd (Birrimian). Birrimian was acquired by ElDore Mining Corporation ("ElDore") which is PD's joint venture partner on four of the permits (Table 1).

The previous work consisted of geological mapping, airborne geophysical surveys, soil geochemistry and drilling. The latter was confined to relatively small areas compared to the overall size of the project (Figure 5). Despite this, according to databases assembled by Birrimian, a series of ore width and grade intercepts were obtained by prior explorers at various locations in the area (Table 2). The project area also covers numerous artisanal workings (e.g. Figure 7).

Exploration Permit	Hole Number	From (m)	To (m)	Interval (m)	Grade g/t Au
Sirba	71RC-1	23	27	4	14.6
Sirba	71RC-6	2	12	10	2.5
Sirba	71RC-20	33	35	2	7.5
Sirba	Lat RC-6	1	19	18	2.4
Sirba	Lat RC-12	6	11	5	2.3
Sirba	Lat RC-25	37	50	13	1.6
Madyabari	Dave RC-2	40	50	10	2.4
Madyabari	Dave RC-8	13	18	5	5.9
Madyabari	Dave RC-8	20	25	5	6.0
Madyabari	Dave RC-17	41	43	2	9.4
Fouli	HL9/TR2	1	7	6	2.4
Fouli	RC-69	30	31	1	35.8
Fouli	CM-RC1	87.8	102.0	14.2	1.2
Aoura	AOU-RC6	34	40	6	2.0
Aoura	AOU-RC7	9	11	2	9.0
Aoura	AOU-RC10	84	86	2	14.0

TABLE 2: RC and diamond drill hole intercepts – Bonsiega project

Note that PD has been unable to establish the reliability of all the digital data from which most of these reported intersections were drawn. The data were obtained by PD from Birrimian, the title holder for the four ElDore farm-in exploration tenements. Birrmian has advised that these data were obtained from open file at BUMIGEB, the Burkina Faso Government's geological agency, and from several other companies and individuals in Burkina Faso that had received such data after the original title holders had left the country. PD cannot vouch for the accuracy of these data, however it can say that where drill information has been obtained from another public document, it is consistent with the Birrimian data.

RAB drilling by both PD and Birrimian at the Fouli prospect (Figure 5) has revealed a north-east trending 1.7 km long zone of gold anomalism which is open to the north-east and includes the drill intercepts listed on the following page.

TABLE 3: RAB drill intercepts – Fouli prospect

Hole No.	Company	Year	Down-hole depths (m) From	To	Intervals (m)	Average gold grade (g/t)*
FORAB079	PD	2010	24	35	11	1.3
FORAB081	PD	2010	12	27	15	2.3
FORAB106	PD	2010	16	24	6	4.9
HP0729	ElDore	2008	11	22	11	1.3
HP0836	ElDore	2008	28	32	4	4.2
HP0848	ElDore	2008	20	42.6	22.6	2.6
HP1150	ElDore	2008	29	42	13	1.4

* Values calculated from maximum mineralised interval

Figure 5: Geology and contours of bedrock values from RAB drilling by ElDore and PD at the Fouli prospect.

Elsewhere, large areas of prospective shear zone are thought to be hidden under alluvial cover. One example is the Laterite Hill zone on the Sirba permit where a 10 km long zone of artisanal workings is located in the flood plain of the major Sirba River (Figure 6). Here, artisanal miners have found gold in areas where the weathered bedrock has been uncovered. In addition, in March 2010, artisanal miners discovered a new alluvial gold find beneath approximately five metres of cover in an area where it seems that no bedrock source for gold has yet been found (Figure 7).

PD regards the Bonsiega Project area as being underexplored with excellent potential for the discovery of large open pittable gold deposits. The exploration ground lies along strike from one of West Africa's new gold mines, Samira Hill and it ranks highly in PD's country-scale assessment. Previous exploration was hampered by widespread thin cover of alluvium and transported laterite and, although soil geochemistry revealed widespread gold anomalism, coverage was inadequate to identify targets for drilling. Despite this, drilling by former explorers and PD has obtained ore grade and width intercepts at multiple prospects. PD is also hopeful of identifying new zones of gold mineralisation in the areas of cover.

Figure 6: Location of Laterite Hill gold trend within the Sirba and Madyabari permits indicating large NE trending structures striking through an area with very limited outcrop in the flood plain of the Sirba River. The location of the new Tamboana alluvial workings (Figure 7) is also shown.

Figure 7: Photograph of the Tamboana artisanal workings on the Sirba exploration permit. In March 2010, after alluvial gold was discovered at a depth of around 5 metres, this rapidly became a site to which hundreds of artisanal miners were drawn. Inset of coarse gold recovered from the site.

Tyekanyebi

The Tyekanyebi permit application is located within a parallel greenstone belt north-west of the Bonsiega project, the Manga-Sebba Belt (Figures 3 and 4).

Selection of the area followed the Predictore™ methodology (Section 4). The Tyekanyebi area is a structural target with no known workings and extensive soil cover.

Boussouma

The Boussouma area is located in central Burkina Faso in the same greenstone belt which hosts the Bissa Hill, Kalsaka and Seguenega gold deposits (Figure 3).

This area was also selected using the Predictore™ methodology (Section 4). Specifically, a large north-west trending structure is interpreted to pass through the area. In addition, there are known artisanal workings and the host geology is prospective for the discovery of gold. The topography of the southern two thirds of the permit is flat with a large tributary of the Nakambe River traversing it possibly concealing gold mineralisation below alluvial cover.

The Boussouma exploration permit is held by SOMIKA SARL. The permit was due for renewal in 2009 but has not yet been renewed, principally because of a lack of activity and/or reporting by SOMIKA. However, PD believes that the Department of Mines is prepared to consider renewal of the permit subject to SOMIKA SARL signing a suitable agreement with a third party. To this end, PD has committed to meeting the government's exploration expenditure requirements in its signed agreement with SOMIKA SARL and believes that this will be sufficient to ensure that the Boussouma permit will be renewed. PD will not make any payments to SOMIKA SARL under the terms of its agreement until the permit renewal has been received.

3.5 AUSTRALIAN PROJECTS

Benmara Uranium, Northern Territory

PD is farming into two exploration licences held by Lagoon Creek Resources Pty Ltd, a wholly owned subsidiary of Laramide Corporation of Canada which owns the Westmoreland uranium deposits in north-west Queensland. Further details relating to the ownership and earn-in arrangements for these projects are set out in Section 13. The project is located on pastoral leasehold land in the Northern Territory where uranium mining is permitted.

Geologically, the properties cover a series of targets which appear to have very similar characteristics to the Westmoreland uranium ore district but are beneath post-ore cover. In the Westmoreland deposits (Figure 8), uranium mineralisation is located within the Westmoreland Conglomerate on the margins of dolerite dykes and sills and of the basaltic Siegal Volcanics. Ore formation at these locations is interpreted to have occurred because oxidising uraniumbearing ore fluids passing through faults and the Westmoreland Conglomerate, have come into contact with reduced iron in the volcanics and dolerite, causing the uranium to be deposited. At Benmara, unlike Westmoreland, the targets are all beneath younger Cambrian sandstone cover of variable thickness which PD interprets to be around 100m on average. PD believes that no exploration company has drilled holes into any of these Westmoreland-type targets before.

Interpretation of the aeromagnetic data over the area, along with geological mapping, has indicated that the Westmoreland Conglomerate and Siegal Volcanics are both present within the EL. The Murphy Inlier basement rocks are known to be uranium-bearing and, as at Westmoreland 120 km to the east, are a potential source for the mineralisation that occurs in the overlying stratigraphy. A uranium vein occurrence (known as Anomaly 1) within the Murphy Inlier basement rocks provides further evidence that uranium-bearing ore fluids have passed through the area.

A number of targets which appear to be similar to those in the Westmoreland district have been interpreted. The highest priority is on the margins of an interpreted (concealed) north-east trending dolerite dyke. From the magnetic data it is interpreted to be much thicker than the north-east trending dyke at Westmoreland and, as such, may represent a significant potential chemical "trap" zone. In the event that a large volume of uranium-bearing ore fluids have flowed along or across its contact with the Westmoreland Conglomerate it has the potential to host a large uranium deposit. As at Westmoreland, it is suggested that the dolerite mineral chemistry may have interacted with a uranium-bearing fluid as it passed through the dyke contact, depositing uranium mineralisation. The northern end of the dyke is interpreted to be in contact with the Siegal Volcanics, presenting a similar setting to the Westmoreland deposits themselves (see Figure 9).

A number of other targets with characteristics similar to other uranium prospects in the Westmoreland district have been identified.

PD regards this property as highly prospective for a Westmoreland-style uranium deposit. The targets are particularly suited to the PD methodology because detailed geophysical surveying may be used to interpret the geometry of the target dolerite and the Siegal Volcanics contacts. Then Predictore™ fluid modelling technology can be used to identify high quality drill targets. This will allow PD to maximise its chances of success with specifically targeted drilling.

Drilling is planned after the rainy season in mid-2011 after approval for site and track clearance has been obtained from the Northern Territory Department of Resources – Minerals and Energy.

Figure 8: Schematic cross section through the Westmoreland deposits showing the location of uranium mineralisation on the margins of dolerite and beneath the basaltic Siegal Volcanics.

Figure 9: Cross section through the inferred dolerite dyke at Benmara with similar host geology to that of the Westmoreland uranium deposit (Figure 8)

Skipton Gold, Victoria

The Skipton Exploration Licence, EL5172, is wholly-owned by PD. Historic gold production in Victoria is substantial, most of which was derived from Western Victoria. Furthermore, Victoria's undiscovered gold endowment in covered areas is also considered to be substantial. PD's exploration in Victoria is aimed at identifying opportunities for multi-million ounce gold discoveries under cover.

Most of the EL is mapped as Tertiary volcanic cover (Figure 10) of variable and uncertain thickness. The geological log of a State Observation Bore in the centre of the EL suggests that the cover depth there is approximately 120m.

It is believed that the EL has never been explored for a primary gold deposit. The Beaufort alluvial gold field which trends southwards into the north-east corner of the EL, up to the edge of the volcanic cover, provides some supporting evidence for the gold potential of the covered area within PD's ground.

The Skipton area was selected by the Predictore™ methodology (Section 4) as having significant potential for discovery of a large gold deposit under cover. Wavelet analysis of Government gravity data is interpreted to have revealed a relatively subtle north-east oriented structural feature connecting the Skipton area to the Bendigo gold field. In addition, examination of State Government geological maps showed that there is a change from younger to older granites across a line that coincides approximately with the interpreted feature. Taking both lines of evidence together, PD has formed the view that a long and very deep seated structure may be present along this line and may have played a role in the formation of the giant Bendigo gold field. The same wavelet analysis data set also suggests that a very long and deep north-west oriented feature connects the Skipton area with the Stawell gold field. EL5172 was taken up to cover the intersection of these two features.

Figure 10: Regional geological map showing the location of EL5172

The rocks beneath the volcanic cover at Skipton are interpreted to be the same age and approximate composition as the host rocks at the 5 million ounce Stawell gold deposit to the north-west. There, the bulk of the gold mineralisation is located close to the boundary between a dome-like basalt body and the surrounding rocks. Earlier fluid modelling work has shown that the difference in rock properties between the basalt and the surrounding rocks, combined with the geometry of the contact, were probably the main controls on the localisation of focused fluid flow that formed the ore deposit.

At Skipton, PD's conceptual target is in a similar geological setting to that of Stawell. PD's first priority has been to determine if a similar basaltic rock mass could be present below the volcanic cover. PD's initial gravity survey in March-April 2010 is interpreted to have indicated a northerly trending residual gravity anomaly that may be a basalt body within the EL (Figure 11). PD's exploration strategy is to define the shape and position of the possible basalt body with detailed geophysical surveys and then determine the best possible drill target through Predictore™ fluid flow modelling (see Sections 4 and 5).

PD regards the Skipton EL as a high risk but potentially high reward exploration opportunity. It is located in a fertile gold belt that has yielded a very large quantity of gold from predominantly high grade ore deposits. The area was selected using the principles that guide PD's exploration philosophy, and specifically the identification of large structures that may have controlled the location of large orogenic gold deposits (see Section 5.1).

Figure 11: Residual gravity anomaly identified by PD gravity survey at Skipton. The warm colours indicate a possible dense north-west trending underlying rock mass. PD postulates that the source of all or part of this anomaly is a Cambrian basaltic body located beneath the volcanic cover (Newer Volcanic Group) shown on Figure 10.

3.6 COMPETENT PERSONS STATEMENT

The Independent Geologist's Report (Section 7) was compiled by Chris Young, Consulting Geologist, who is a geologist with more than 40 years experience in the exploration and evaluation of mineral properties. Chris Young has either seen or reviewed a large proportion of the significant projects for base metals and gold throughout Australia, the Southwest Pacific and significant parts of West Africa. He has managed exploration for gold and has a proven record in the identification, evaluation, assessment and acquisition of successful minerals projects, including base metals, gold, mineral sands and nickel. Chris Young is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM) and the Australian Institute of Geoscientists (AIG). Chris Young has the appropriate relevant qualifications, experience, competence and independence to be considered an "Expert" under the definitions provided in the VALMIN Code.

Mr Young is a Competent Person as defined in the JORC Code having at least 5 years experience which is relevant to the style of mineralisation and type of deposit described in the report and for which he is accepting responsibility and has consented to the issue of this Prospectus with references to him in the form and context in which they appear.

SECTION 4 PREDICTORE™ – FLUID FLOW MAPPING FOR RAPID ORE DISCOVERY

4.1 PREDICTORE™ INTRODUCTION

PD is targeting gold and uranium ore deposits which were formed by the deposition of ore minerals from hot fluids at high rock pressures, typically 150° to 400°C and 1500 to 5000 times atmospheric pressure. Predictore™ is a technologybased system that maps where these fluids are most likely to have been focused over a long period of time during the structural deformation of the host rocks. These are locations where chemical reactions between the fluids and surrounding rocks are most likely to have caused the accumulation of economic minerals in sufficient concentration to form ore deposits.

Other computer-based targeting systems are generally based on various automated methods for recognising empirical geological patterns thought to be associated with ore deposits. These are inherently unreliable because of the variability of the geological characteristics of ore bodies and their settings. PD believes that the Predictore™ system will be more effective because it uses the actual mechanical, physical and chemical properties of rocks and ore forming processes to simulate the actual mechanisms of ore formation.

The intellectual property which is applied in the Predictore™ system consists of two types of software and associated knowhow: one for numerical modelling and a second for a specific type of geophysical data processing. Details of these two applications are provided below.

The numerical modelling software and knowhow was developed by the Predictive Mineral Discovery Cooperative Research Centre (pmd*CRC) during the course of a seven year research program between July 2001 and June 2008. The pmd*CRC was supported by the Australian Government, a number of research institutions and universities, six of the State and Territory geological surveys and 18 mining and exploration companies. A total of \$111 million was spent of which approximately \$17 million was on the development and adaptation of the fluid flow simulation software for the purpose of targeting ore deposits.

The Predictore™ system also utilises wavelet analysis (sometimes referred to as "worm" analysis), to analyse regional geophysical data sets. Software and knowhow to further process the outputs of this analysis were developed by Dr Barry Murphy, PD's Chief Geologist. This facilitates the identification of large and deep structures which are thought to channel large quantities of metal-bearing fluid from deeper in the earth's crust, generating well mineralised belts at the surface. These are thought to be favourable pointers to the location of large ore deposits.

Details of PD's contractual rights to the components of the Predictore™ technology are explained in Section 4.3. Application for Australian trade mark registration of the Predictore name was made in September 2010.

4.2 PREDICTORE™ – APPLICATION TO ORE DISCOVERY

The use of the Predictore™ technology relies on obtaining access to high quality geological mapping, geophysical and geochemical data.

At the mineral province scale, PD utilizes geological and geophysical data, commonly available through government organizations. Wavelet analysis is applied to regional aeromagnetic and/or gravity data, which is then further processed to highlight what are interpreted to be very deep and long structures. These are then compared with the location of known ore deposits so that they may be prioritised and areas selected for more detailed follow-up on the ground.

At the project scale, geological maps and geophysical data are used to construct three dimensional models of the geology. The most likely stress field at the time when ore deposits were formed is derived from a detailed analysis of the known geology.

Fluid flow modelling then follows and involves two steps:

• In the validation step, the program inputs of rock and fluid properties and stress regimes are varied to provide a range of alternative output models. These models are then compared with the known geology and the observed locations of mineralisation and anomalous geochemistry for the best match. The most appropriate inputs for the next, "predictive" step are then chosen;
• In the predictive step the models generated are used to predict new locations where focused fluid flow is indicated.

Drilling may then be used to follow up untested targets predicted by the models. As understanding about the prospect develops, the fluid flow modelling may be further used to refine targeting and support resource definition.

A number of case histories have been published where the technology has been applied effectively to mineral exploration. These include the Stawell-Kewell belt in Victoria, the Kundana area in the Eastern Goldfields of Western Australia and the Century project in Queensland. In all cases modelling upgraded the understanding of the ore systems and highlighted new targets.

Figure 10: Computer model results from Stawell Mine (above) and Kewell prospect (below), Western Victoria. At Stawell, fluid flow vectors from modelling (arrows) compare well to the location of the known Dukes Nose mineralisation (at top left). At Kewell, 100km to the north, modelling predicted the location of gold mineralisation (circled arrows) which led to a series of ore grade drill results (source: Roberts, P. A., Schaubs, P.M. and Potma, W. 2007. Practical application of numerical modelling to predictive targeting. Extended Abstracts, SGA Conference Dublin, 2007)

Figure 11: Cross section of diamond drilling through Section 5967600N at the Kewell Prospect showing intersections on targets generated by the predictive modelling.

At the Stawell deposit, computer modelling of the pattern of gold mineralisation adjacent to the Magdala basalt was carried out in the validation phase. This led to the prediction of focused fluid flow over the Kewell prospect beneath 100 metres of younger cover and located 100 kilometres to the north of Stawell. The first drill hole to test the prediction resulted in an intersection of 4.1m at 12.6 g/t Au. Whilst Kewell was an uneconomic discovery, PD believes this and subsequent drill results validated the Predictore™ technology. The modelling and drill results are shown in Figures 10 and 11 respectively.

PD aims to increase the probability of success in drilling programs by using Predictore™ to identify high quality drill targets. PD understands that academic studies of historical mineral exploration programs suggest that first phase drilling of an exploration prospect, on average, has around a 1% chance of achieving an ore grade intersection. PD believes that the Predictore™ technology can improve this chance of success.

4.3 ACCESS TO INTELLECTUAL PROPERTY

PD's rights to the pmd*CRC technology are governed by a number of agreements with various participants in the pmd*CRC and with Ausmodel Pty Ltd (Ausmodel), the owner of the relevant intellectual property. PD's rights and obligations under the agreements can be briefly summarised as below. For further details of these agreements, refer to Sections 13.7 and 13.8:

• Under the Venture IP Agreement (as varied), PD has the right to purchase certain intellectual property (Venture IP) being 3D modelling and simulation software and processes for use in mineral exploration and the shares in Ausmodel provided:
• PD has raised at least \$2 million dollars in capital by 30 December 2010 which has been met; and
• PD has raised an additional amount of \$20 million in capital by 30 December 2014 (Second Threshold Date). Assuming that PD raises \$6 million under this Prospectus, a further \$13.1 million will need to be raised to satisfy this requirement.

If PD fails to achieve either of the above raisings then PD's rights to acquire the shares in Ausmodel and ownership of the Venture IP will be forfeited, unless agreed otherwise by the parties.

The price for acquisition by PD of Venture IP and purchase of Ausmodel will be at least \$1 million (IP Sale Price). At any time (but not less than 6 months prior to 30 December 2014), if the Venture IP Owners agree, they may obtain an up-to-date valuation of the Venture IP and improvements subject to certain terms set out in the Venture IP Agreement and that valuation will then determine the IP Sale Price.

• PD has a licence to apply the pmd*CRC technology to mineral exploration outside of Australia on an exclusive basis and within Australia on a non-exclusive basis during the interim period until it obtains ownership of the Venture IP under the Venture IP Agreement. PD is to use diligent efforts to actively use the Venture IP outside Australia and is also required to pay Ausmodel at least \$300,000 per annum (consisting of a licence fee and a fee for consultancy services with at least half of such services relating to the use of the Venture IP outside Australia). The license runs until 30 December 2014 unless terminated earlier such as on the earlier payment of the IP Sale Price.

Dr Murphy, PD's Chief Geologist, provides access to his intellectual property embodied in the Fractore system (both knowhow and software, and including any future developments) for interpreting potential field "worm" and other data and converting it into secondary products that can be used for project generation. This access is exclusive to PD in terranes with potential for orogenic gold or uranium ore deposits in the continent of Africa and non-exclusive elsewhere, except that Dr Murphy may contract his services using this intellectual property for other target ore types (without reference to PD).

SECTION 5 strategy and work program

5.1 STRATEGY

PD's exploration strategy is aimed at discovering orebodies on two continents, Africa and Australia where PD intends to use the Predictore™ technology to make ore discoveries efficiently. PD's strategy differs between the two continents to reflect the different risk reward profiles:

• In West Africa, unlike Australia, there is no long history of modern exploration. This is considered by PD to create the opportunity for significant gold discoveries in the near surface. PD is targeting open pittable gold resources exceeding 1 million ounces with average gold grades above 2 g/t Au. PD is focused on assembling strategic ground positions in areas of widespread shallow cover. High quality geophysics and the Predictore™ technology will be utilised along with other techniques.
• In Australia, PD aims to make large discoveries in areas where conventional exploration approaches have so far been unsuccessful. In the Victorian goldfields, PD's target is a gold resource exceeding 5 million ounces with an average gold grade above 10 g/t Au. In the northern Australia uranium province, PD's target is a uranium deposit with an average grade above 0.25% U3O8 and contained resources exceeding 50 million lb U3O8. Typically, PD is looking under relatively deep cover, 100 metres or more, in areas where previous exploration has been ineffective. In these areas, the combined use of geophysics to define geology under cover and Predictore™ to prioritise areas and drill targets, is considered by PD to be a powerful combination for making new discoveries.

PD prioritised Burkina Faso because of the following factors:

• it is considered to be highly prospective and under-explored;
• it is politically stable; and
• a number of foreign companies have discovered and developed profitable new gold mines there in the past few years.

Project generation is continuing within Burkina Faso and in neighbouring countries to augment PD's project portfolio.

PD is exploring for two types of ore deposits:

• "orogenic gold" deposits, similar to those found in the Western Australian and Victorian goldfields (e.g. Kalgoorlie, Bendigo); and
• "unconformity uranium" deposits, like those found in the Alligator River region of the Northern Territory (e.g. Ranger) and the Athabasca Basin in Canada (e.g. Cigar Lake).

PD selects areas at different scales as follows:

Global

PD focuses on mineralised belts with a track record of substantial economic ore resources and which are significantly underexplored in areas of younger cover. This approach has led PD to prioritise West Africa, the Victorian goldfields and the Northern Australia uranium province.

Within mineralised belts

The Predictore™ methodology is applied to identifying potentially large and deeply penetrating ore-controlling faults. The location of these structures is inferred using the technique of wavelet analysis. This method creates "worm" maps which show the likely location of contacts between rocks with different physical properties. Further processing of this "worm" data is used to identify breaks that are interpreted to represent large, potentially ore-controlling structures (e.g. Figure 12). When these breaks correlate with known ore deposits, they are used to identify other areas along them for follow up. Positive factors would include the correct host rocks, smaller scale structures and artisanal gold mining zones in areas of outcrop. In particular PD focuses on areas where there is significant thin alluvial or colluvial cover which might conceal undiscovered deposits.

PD also uses aeromagnetic data to explore for unconformity uranium ore targets. For example in the district containing PD's Benmara prospects, a correlation between ore localisation and large west-north-west trending faults was interpreted from the geology and magnetics.

District-scale target identification

Burkina Faso (gold)

At the district scale, PD uses a combination of geological mapping and magnetic data processing to generate a geological interpretation of a target district. High quality magnetic data is acquired either from previous explorers or via new surveys. Radiometric data, acquired as part of an aeromagnetic survey can distinguish between outcropping rock types and assist in producing high quality interpretative geological maps. Geological mapping is also employed to identify different types of regolith.

For surface geochemistry, soil samples are collected on weathered bedrock. Elsewhere, weathered rock samples from beneath shallow cover are obtained using power augers and, where necessary, RAB drilling.

Specialist structural geological mapping is focused on zones of known gold mineralisation. Particular attention is paid to the identification of gold-bearing vein sets and their orientation. This is used to interpret the likely stress history at the time when gold mineralisation was formed as input into the Predictore™ fluid flow models. Trenching and selective rock chip sampling may be undertaken at the same time to assist the structural geologist in obtaining the necessary information.

Figure 12: Location of PD's permits on an image prepared by PD and derived from wavelet analysis and mapped fault data. The image shows a series of strong NW trending "breaks" associated with three known gold deposits – Essakane, Taparko and Inata.

Based on the structural information, Predictore™ is applied to 3D models of the geological rock structures interpreted in the target areas. Drill targets are selected and may be followed up with RC drilling and/or diamond drilling. If early drilling is encouraging and more structural geological information is compiled, Predictore™ computational modelling will be used to refine targets and support more closely targeted drilling programs.

Northern Territory (uranium)

PD's exploration in the Northern Territory relies on high quality aeromagnetic data collected by PD's joint venture partner, Lagoon Creek Resources Pty Ltd. PD's interpretation of this data has led to the selection of a series of targets involving structures in contact with basaltic volcanics and dolerites.

PD intends to use the Predictore™ technology to identify favourable locations. Structural geological mapping and information about known uranium mineralised occurrences will be used to determine the likely stress history at the time of mineralisation and to calibrate the Predictore™ results. Drilling to test these target locations will then follow.

Victoria (gold)

PD's exploration in Victoria is aimed at discovering a Stawell-like gold deposit beneath younger volcanic cover. The exploration program uses ground magneto-telluric (MT) surveys to determine depth to the base of the volcanic cover and gravity to determine the shape of possible basalt bodies (similar to that at Stawell) in the Cambrian rocks beneath.

Using the shape of the interpreted basalt as defined by the geophysics, PD will then use Predictore™ to determine where fluid flow and gold deposition were most likely to have occurred to guide a drilling program. This approach is similar to that used for the discovery success at the Kewell prospect in northern Victoria described in Section 4.

5.2 WORK PROGRAM

Burkina Faso

Bonsiega

The exploration program is planned to recommence after the rainy season. An extensive detailed aeromagnetic survey covering most of the eastern exploration permits followed by a program of power auger bedrock sampling at the Fouli prospect is planned for late 2010. The immediate objective will be to test the north-east extension of the mineralised zone identified by RAB drilling in May-June 2010. Aided by Predictore™ computer modelling, an initial RC and/or diamond drilling program is planned for Fouli in early 2011.

In 2011, detailed geological mapping, along with processing and interpretation of the new aeromagnetic data, will form inputs for Predictore™ computer modelling of interpreted target areas. It is anticipated that bedrock power auger sampling and RC and/or diamond drilling to test the best targets identified will follow.

The exploration budget is as follows:

Activity	Period ending 30 June 2011	Period ending 30 June 2012
Staff and consultant costs	280,000	300,000
Geophysics	90,000	0
Drilling and geochemical analysis	760,000	760,000
Travel and vehicles	150,000	150,000
Predictore™ technology	60,000	140,000
Option payments	80,000	130,000
TOTALS	1,420,000	1,480,000

Boussouma

In October-November 2010, a high resolution aeromagnetic survey is planned for the permit, with geological mapping planned for the following three months. Based on the results of this work, a program of power auger bedrock sampling will be undertaken. Drill targets will be selected using the Predictore™ modelling and the highest priority targets drill tested in 2011.

The exploration budget is as follows:

Activity	Period ending 30 June 2011	Period ending 30 June 2012
Staff and consultant costs	50,000	60,000
Exploration activities including drilling	190,000	150,000
Predictore™ technology	20,000	30,000
Option payments	30,000	70,000
TOTALS	290,000	310,000

Australia

Benmara

Current activities include geological mapping and geophysical data acquisition and processing. Based on the data collected in the current field season, Predictore™ computational modelling will be carried out during the rainy season in preparation for a drill program immediately the area becomes accessible, expected to be May-June 2011.

The exploration budget is as follows:

Activity	Period ending 30 June 2011	Period ending 30 June 2012
Staff and consultant costs	40,000	80,000
Exploration activities including drilling	100,000	230,000
Predictore™ technology	20,000	30,000
TOTALS	160,000	340,000

Skipton

The immediate priority is to follow up the north-west trending residual gravity anomaly in the centre of the EL. This is interpreted to represent a concealed basalt body similar to the Magdala basalt dome at Stawell. Further infill gravity is planned over the interpreted anomaly followed by an MT survey to map the thickness of volcanic cover.

The geophysical data will be used to interpret the shape and depth of the possible basalt body followed by Predictore™ modelling to identify the best target locations. Follow up drilling is planned for 2011.

The exploration budget is as follows:

Activity	Period ending 30 June 2011	Period ending 30 June 2012
Staff and consultant costs	50,000	50,000
Exploration activities including drilling	130,000	120,000
Predictore™ technology	20,000	30,000
TOTALS	200,000	200,000

Project Generation

PD's project generation priority is on investigating and acquiring additional projects in West Africa. Expected direct costs on project generation are expected to total \$300,000 in the 20 months to June 2012.

SECTION 6 risk factors

PD is a mineral exploration company with a primary focus on gold and uranium in West Africa and Australia. Due to the nature of PD's business activities and mineral exploration interests, investment in PD carries with it risks reasonably expected of an investment in a business of this type. Accordingly, whilst the Directors recommend the Offer, Shares offered pursuant to this Prospectus should be considered speculative. Prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares.

The current and future activities of PD, including exploration, appraisal and production activities, may be affected by a range of factors, including, but not limited to, those discussed in this Prospectus. Mineral exploration is a high risk endeavour and prospective investors should read the whole of this Prospectus and consider the risk factors described within it as well as consult their professional adviser in order to fully appreciate the manner in which PD intends to operate before deciding whether to apply for Shares. There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There is also a range of specific risks associated with PD's involvement in the mineral exploration industry. These risk factors are largely beyond the control of PD and its Directors because of the nature of PD's proposed business.

The following summary, which is not exhaustive, represents some of the major risk factors of which potential investors need to be aware.

6.1 RISK FACTORS SPECIFIC TO PD

(a) Exploration Stage and Success

The mineral tenements of PD as described in this Prospectus are at the exploration stage only. PD is not at the development stage and has no JORC compliant reserves or resources. There can be no assurance that exploration of the tenements currently held by PD, or any other tenements that may be acquired in the future by PD, will result in the discovery of an economic deposit. Prospective investors should understand that mineral exploration and any subsequent development are high-risk undertakings.

Despite the best efforts of PD, there is no guarantee of exploration success, and even if there is exploration success, there is no guarantee that development of any such success will be commercially viable. The current and future operations of PD will be affected by a range of factors. If exploration is successful, there will be additional costs and processes involved in moving to the development phase.

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

(b) Operating and Project Risks

The operations of PD may be affected by various factors, including failure to locate or identify deposits, failure to achieve predicted grades in exploration or mining, operational and technical difficulties in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

In Australia, PD has selected projects in areas where the target rock sequences lie under younger cover and is using inference from geology and remote data sets to predict target locations. There can be no guarantee that any of PD's targets will lead to economic intersections when they are drill tested or even intersect the expected geological sequences.

In Burkina Faso, PD's projects cover areas of outcrop and thin cover which may obscure undiscovered gold ore deposits. While there are artisanal mine workings in many of these areas indicating the presence of gold mineralisation, there is no certainty that PD will discover sufficient gold mineralisation at a high enough grade justify the development of a profitable gold mine.

(c) Technology Risks

As referred to in Section 4 of this Prospectus, PD is utilising the Predictore™ technology which is a computer based targeting system used to map fluids and fluid pathways which are likely to have caused the economic minerals in sufficient concentration to form ore deposits. Generally, other computer based targeting systems are based on various automated methods for recognizing empirical geological patterns thought to be associated with ore deposits which are inherently unreliable because of the variability of the geological characteristics of ore bodies and their settings. PD believes that the Predictore™ system will be much more effective because it uses the actual mechanical, physical and chemical properties of rocks and ore forming processes to simulate the actual mechanisms of ore formation.

However, with the exception of certain case histories, the Predictore™ technology is at a relatively early stage of application and it has no proven track record of generating targets that have led to economic intersections and ore deposits any more efficiently than any other approach. The inference of deep crustal structures and their relationship to ore deposits is an empirical observation that may or may not be correct. The application of the fluid flow technology inherently depends on the quality of the model input data which is derived from an analysis of remote data sets such as geophysical data along with sparsely mapped geology. The input model may be incorrect or so inexact that potential locations may not be predicted with sufficient precision to locate reliable or commercial drill targets.

Over time, there is a risk that a research group, either in Australia or overseas, may develop a similar but competing system to Predictore™ which may reduce the competitive advantage that PD believes it has obtained through its intellectual property rights under the Ausmodel arrangements. This risk may increase if PD's application of Predictore™ proves to be highly successful in generating new economically viable ore discoveries.

For further details regarding the Predictore™ technology refer to Section 4.

(d) Reliance on Key PD Personnel

The potential application by PD of the Predictore™ technology is a key distinguishing feature from other exploration entities. PD's Managing Director, Paul Roberts and PD's Chief Geologist, Dr Barry Murphy each has a deep understanding of the Predictore™ technology including its application in locating exploration targets.

Any loss of the Managing Director or Chief Geologist given their understanding of this would severely impact on PD's ability to deliver on this strategy. PD has taken out key-man personal accident insurance to cover the position of the Managing Director and Chief Geologist.

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

(e) Additional Requirements for Capital

PD is a small entity that, during its exploration and development stages, will not generate revenue. There is no guarantee that PD will generate revenue in the future. PD's future capital requirements will depend on numerous factors. Exploration costs will reduce PD's cash reserves, which may not be replaced through future operations or other acquisition opportunities, should these prove unsuccessful or perform below expectations. PD would then be dependent on seeking additional capital elsewhere, through equity, debt or joint venture financing, to support long term exploration and evaluation of its projects.

It is contemplated that PD will likely require further financing after completing its budgeted use of funds as described in Section 1.5 over the two year period ending around about 30 June 2012. No assurance may be given that PD will be able to procure funding (if required) in a timely manner on terms acceptable to it and its ability to raise financing will be significantly impacted by commodity prices, market conditions and the capital raising environment at that time. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If PD is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or scale back its exploration programs, as the case may be.

(f) Geopolitical Risk, Commodity Price Volatility and Exchange Rates Risks

Given that a large proportion of PD's tenements are located in Burkina Faso, PD's ability to carry on its business in the normal course may be adversely affected by considerations associated with economic, social or political instability or change, hyperinflation, changes to regulatory regimes affecting foreign ownership, government participation, working conditions, taxation, exchange rates and licensing in that country. Any of these events could result in conditions that delay or prevent PD from exploring or ultimately developing its properties if economic quantities of minerals are found. There is no guarantee that, even if a potentially economic deposit is discovered, the political environment will not change in a way that will significantly impact on the economics of a mining project. Furthermore, PD is operating in areas where there are subsistence farmers and artisanal miners and where any discovery could lead to access disputes, considerably delaying any proposed development. At this stage, PD does not maintain political risk insurance.

A recent kidnapping in northern Niger directed at uranium mining interests may suggest the possibility of similar activity in northern Burkina Faso. While this is not expected to extend southwards into the areas being explored by PD, there may be some risk of this occurring at some time in the future.

In the event that PD achieves exploration success, the revenue it will derive through the sale of commodities exposes the potential income of PD to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of PD. Such factors include supply and demand fluctuations for commodities, technological advancements, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities and some services are denominated in United States dollars, whereas the income and expenditure of PD are and will be taken into account in Australian currency. This exposes PD to the fluctuations and volatility of the rates of exchange between United States dollar, the Australian dollar and the Euro, and hence the West African Franc, as determined by international markets.

Changes in government policies, taxation and other laws are also a risk factor. PD understands in this respect that there are no current plans for a new Australian federal government tax on gold mining. There is the potential for the Australian government to include uranium within its proposed mineral resources tax.

(g) Tenement Title

Interests in tenements in Australia are governed by Federal and State legislation and are evidenced by the granting of licences. Each licence is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, PD could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise. Further, mining and exploration tenements, once granted, are subject to periodic renewal. There is no guarantee that current or future tenement renewals will be approved. Renewal of the term of a granted tenement is at the discretion of the relevant government authority and may include additional or varied expenditure or work commitments or compulsory relinquishment of the areas comprising PD's projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of PD.

In relation to the Boussouma exploration permit, it was due for renewal in 2009 but has not yet been renewed, principally because of a lack of activity and/or reporting by SOMIKA. However, PD believes that the Department of Mines is prepared to consider renewal of the permit subject to SOMIKA SARL signing a suitable agreement with a third party. To this end, PD has committed to meeting the government's exploration expenditure requirements in its signed agreement with SOMIKA SARL and believes that this will be sufficient to ensure that the Boussouma permit will be renewed. PD will not make any payments to SOMIKA SARL under the terms of its agreement until the permit renewal has been received.

In relation to the Tantiabongou project, the renewal of the permit is a matter of regulatory discretion. In relation to the Tangagari project, the lodgement of work and expenditure reports with the regulatory authority is outstanding. Details of these permits are set out in the Mining Tenement Report in Section 9.

Interests in tenements in Burkina Faso are governed by the mining law and regulations of that country. There is no guarantee that the Burkina Faso mining law or regulations will not be changed in a way that is adverse to PD's interests. In addition, PD has entered into farm-in and option arrangements involving both local (Burkina Faso) entities and individuals and a British Virgin Island registered company. In both cases, there is a risk that PD's ability to successfully defend its rights to equity in Burkina Faso tenement titles in the event of a legal dispute may be compromised by the fact that some of the counterparties are located in countries where Australian law does not prevail.

(h) Native Title

PD has interests in a number of tenements which include areas over which legitimate common law native title rights of Aboriginal Australians may exist. It is also possible that tenements in which PD may in the future acquire an interest may be areas over which native title rights exist. To the extent to which native title rights exist, the ability of PD to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

As at the date of this Prospectus, PD is not aware of any native rights which it expects to materially adversely affect its operations or performance. Whilst PD holds this view, no guarantee can be given that these native title rights (nor any native title rights over areas in which PD may in future acquire an interest) will not affect PD.

(i) Trading Liquidity

As a small entity there is likely to be only limited liquidity in PD's Shares. PD might not be covered by research analysts which might make it harder for Shares to be traded.

6.2 GENERAL RISK FACTORS

(a) Environmental Risks

The operations and proposed activities of PD are subject to Australian and Burkina Faso laws and regulations concerning the environment. As with most exploration projects and mining operations, PD's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds.

It is PD's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws, in order to minimise damage to the environment and risk of liability. Nevertheless, there are certain risks inherent in PD's activities which could subject PD to extensive liability.

(b) Market Conditions

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

(c) Occupational Health and Safety

The mining industry has become subject to increasing occupational health and safety responsibility and liability. The potential for liability is a constant risk.

(d) Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on PD's exploration, development and production activities, as well as on its ability to fund those activities. If activities cannot be funded, there is a risk that tenements may have to be surrendered or not renewed. Furthermore, share market conditions may affect the value of PD's quoted securities regardless of PD's operating performance. Share market conditions are affected by many factors such as general economic outlook, interest rates and inflation rates, currency fluctuations, changes in investor sentiment toward particular market sectors, the demand for, and supply of, capital and terrorism or other hostilities.

SECTION 7 independent geologist's report

Chris Young Consulting Pty Ltd ABN 31 101 135 219 PO Box 903 Merimbula 2548 NSW Tel: (02) 6495 9355 (M) 0417 114 275 E-mail: chyoung@bluep.com

5 October 2010

The Directors Predictive Discovery Limited Level 7 530 Little Collins Street Melbourne Victoria 3000

Dear Sirs

Independent Geologist's Report

Chris Young Consulting Pty Ltd ABN 312 101 135 219 (Chris Young Consulting) was commissioned by Predictive Discovery Limited (PD) to provide an Independent Geologist's Report (the Report) of mineral properties in Burkina Faso in West Africa and Australia, in which PD has, or has the rights to, an interest.

The Report is to be included in a Prospectus to be lodged with the Australian Securities and Investments Commission (ASIC) on or about 18 October 2010, offering for subscription of new fully paid ordinary shares at an issue price of 20 cents per share, to raise \$6 million with a right to accept oversubscriptions to raise up to a further \$2 million ("the Prospectus"). The funds raised will be used for the purpose of exploration and evaluation of the mineral properties.

Chris Young Consulting has not been requested to provide an Independent Valuation, nor has been asked to comment on the Fairness or Reasonableness of any vendor or promoter considerations, and has therefore not offered any opinion on these matters.

Chris Young Consulting has based this review of PD's mineral properties on information provided by PD, along with technical reports by government agencies, together with technical reports by previous tenement holders, and other relevant published and unpublished data. A reference list of the principal sources of information is included. The author has endeavoured to confirm the authenticity of the technical data upon which these reports are based.

A site visit to the key properties in Burkina Faso was undertaken between 23rd June and 28th June 2010. Chris Young Consulting is well experienced in the region and setting of the Australian Projects and independent site visits were not required.

A final draft of the report was provided to PD, along with a written request to identify any material errors or omissions prior to lodgement. Where appropriate, and in accordance with ASIC Practice Note 55 and Update 183, consent has been obtained to quote data and opinions expressed in unpublished reports prepared by other professionals on the properties concerned.

The properties in which PD has an interest, comprise seven granted Exploration Permits and two Exploration Permit applications in Burkina Faso covering an approximate aggregate area of 1,544 square kilometres and three granted Exploration Licences in Australia, two in the Northern Territory and one in Victoria, covering areas of 698 square kilometres and 462 square kilometres respectively.

The legal status, including in Australia; Native Title considerations, associated with the tenure of PD's mineral properties is the subject of separate Reports on Mining Tenements which appear in Sections 9 and 10 of the Prospectus. These matters have not been independently verified by the author. The present status of tenements listed in this Report is based on information provided by PD and the Report has been prepared on the assumption that tenement applications will succeed and the application areas prove lawfully accessible for exploration.

The Report has been prepared in accordance with the Code and Guidelines for Assessment and Technical Valuation of Mineral and Petroleum Assets and Mineral Securities for Independent Expert Reports ("The VALMIN Code"), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (AusIMM), the Australian Institute of Geoscientists (AIG) and the rules and guidelines issued by bodies such as the ASIC and ASX, which pertain to Independent Expert Reports.

The mineral properties in which PD has an interest all represent Exploration Areas as defined in the VALMIN Code, and are therefore inherently speculative in nature. The properties are nevertheless considered to be sufficiently prospective, subject to varying degrees of technical and exploration risk, to justify further investigation of their economic potential. Exploration programs prepared by PD are regarded as consistent with potential in each instance, provided they are staged appropriately to permit on-going assessment of exploration results. PD has provided comprehensive programs and budgets for each of its projects covering exploration to 30 June 2012, which indicate its intention to spend approximately \$6 million over this period. These budgets are considered to be adequate to cover the cost of the proposed programs and maintain tenements in good standing.

The Independent Geologist's Report (Section 7) was compiled by Chris Young, Consulting Geologist, who is a geologist with more than 40 years experience in the exploration and evaluation of mineral properties. Chris Young has either seen or reviewed a majority of the significant projects for base metals and gold throughout Australia, the Southwest Pacific and significant parts of West Africa. He has managed exploration for gold and has a proven record in the identification, evaluation, assessment and acquisition of successful minerals projects, including base metals, gold, mineral sands and nickel. Chris Young is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM) and the Australian Institute of Geoscientists (AIG). Chris Young has the appropriate relevant qualifications, experience, competence and independence to be considered an "Expert" under the definitions provided in the VALMIN Code.

Mr Young is a Competent Person as defined in the JORC Code having at least 5 years experience which is relevant to the style of mineralisation and type of deposit described in the report and for which he is accepting responsibility. All information in this Report is expressed in terms of the JORC Code.

The Independent Geologist's Report has been prepared from information available up to and including 16 September 2010. Chris Young Consulting has given consent for the inclusion of the Report in the Prospectus in the form and context in which it appears and has not withdrawn that consent before lodgement of the Prospectus with the ASIC.

All information conveyed to the author by PD was warranted to be complete, accurate and true, to the best of its knowledge and understanding; and Chris Young Consulting claims indemnity from PD against any liability which arises from reliance on information provided by PD or due to PD not providing material information or otherwise. This indemnity will cover any damages, losses and liabilities related to or arising out of our engagement including any consequential extension of workload through queries, or public hearings arising from the report, other than those arising from bad faith, negligence or unlawful acts on the part of Chris Young Consulting. The author has no previous or present interest in PD's mineral properties mentioned in this report or in PD itself. The author's relationship with PD is solely one of professional association between client and independent consultant. This report is prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent upon the content of the report.

Yours faithfully

Chris Young Director Chris Young Consulting Pty Ltd

TABLE OF CONTENTS

EXECUTIVE SUMMARY	51	TYEKANYEBI	79
Property	51	Location	79
Location	52	Geology	79
Ownership	53	Mineralisation	80
Geology and Mineralisation	54	Exploration Potential	80
Exploration Status	57	Exploration Strategy	80
Conclusions and Recommendations	58	BOUSSOUMA	81
INTRODUCTION	59	Geology	81
Burkina Faso – Country Information	60	Mineralisation	81
Geography	60	Previous Work	82
History	60	Exploration and Evaluation Strategy	82
Infrastructure	60
Mining	60	AUSTRALIA - BENMARA JOINT VENTURE	83
Mining Legislation	61	Introduction	83
Exploration Permit	61	Tenements	83
Exploitation permit	61	Regional Geological Setting	83
Fiscal Regime and Commercial Legislation	61	Local Geological Setting	84
		History	85
Australia – Country Information	62	Previous Exploration	85
Victoria	62	Exploration Potential Nearby Exploration	87 88
Northern Territory	62	Exploration Strategy	88
GEOLOGY of BURKINA FASO	63
Mineralisation	63	AUSTRALIA - SKIPTON PROJECT	89
BONSIEGA PROJECT	64	Introduction	89
Introduction	64	Tenement	89
Fouli, Tantiabongou, Aoura andTangagari	65	Regional Geological Setting	89
Geology and Mineralisation	65	Local Geological Setting	90
Exploration History	66	History	90
Fouli Prospect	69	Previous Exploration	91
Watamtonga Prospect	70	Exploration Potential	91
Aoura Prospect	71	Exploration Strategy	92
CFA Belabe Prospect	71	REFERENCES	93
Bourkou-Bourkou Prospect	71	GLOSSARY	94
Ramenkoura Prospect	71
Lontya Prospect	71
Tampetou Prospect	71
Tantiabongou Prospect	72
Tiabongou Prospect	72
Guitanga Prospect	72
Kalinga Prospect	72
Sirba, Madyabari and Tamfoagou	72
Geology and Mineralisation	72
Exploration History	72
Prospect 71	75
Djoamanga Prospect	75
Laterite Hill Prospect	76
Madyabari Prospect	76
Tamfoagou Permit Application	76
Previous Expenditures	77
Bonsiega Exploration Strategy	77
Bonsiega Project Work Program	78

LIST OF TABLES

Table 1	Exploration Permits in Burkina Faso	51
Table 2	Exploration Licences in Australia	51
Table 3	Gold Mines in Burkina Faso	54
Table 4	Gold Deposits in Burkina Faso	55
Table 5	Significant Anmercosa Drill Results	67
Table 6	Significant Birrimian RAB results - Fouli Prospect	68
Table 7	Significant PD - RAB results - Fouli Prospect	70
Table 8	Significant PD - RAB results Watamtonga Prospect	70
Table 9	Lagoon Creek Targets in EL24645	87
Table 10	Lagoon Creek Targets in EL24666	87
LIST OF FIGURES
Figure 1	Locality plan PD's Burkina Faso	52
	Permits and Permit Applications
Figure 2	Locality plan – Australian tenements	53
Figure 3	Regional geology and Exploration	56
	Licences, Benmara - Westmoreland districts
Figure 4	Skipton Regional geology and Exploration Licence Location	56
Figure 5	North East Burkina Faso - Wavelet analysis based on regional aeromagnetic data	63
Figure 6	Geological setting Bonsiega Project and Tyekanyebi	65
Figure 7	Prospect Location Plan Fouli, Tantibongou, Aoura and Tangagari permit areas	66
Figure 8	Regional aeromagnetics Tantiabongou and Fouli permits and Fouli artisanal mining	69
Figure 9	Artisanal Miners' Gold Sluice at Watamtonga	70
	Figure 10 Results of Wavelet analysis of high resolution aeromagnetic data	75
	Figure 11 Laterite Hill prospect in the Sirba permit	76
	Figure 12 Fouli Ground Magnetic Image showing drill holes and artisanal workings	77
	Figure 13 Tyekanyebi Geological Setting	79
Figure 14	Boussouma Geology	81
Figure 15	Benmara Geological Setting	84
Figure 16	PD's Priority Target Areas Benmara	86
Figure 17	Skipton Geological Setting	90
	Figure 18 Skipton - Regional Gravity Wavelet Analysis	91
Figure 19	Skipton Regional Gravity Image	92

EXECUTIVE SUMMARY

Chris Young Consulting Pty Ltd (Chris Young Consulting) has been commissioned by Predictive Discovery Limited (PD) to provide an Independent Geologist's Report on gold and mineral exploration properties in Burkina Faso and Australia in which PD has an interest. This report is to be included in a Prospectus to be lodged with the Australian Securities and Investment Commission.

Property

PD holds an interest in seven granted Exploration Permits and two Exploration Permit Applications in Burkina Faso covering an aggregate area of 1,544 square kilometres.

PD's Bonsiega Project area comprises its key properties - the Sirba-Madyabari-Tamfoagou and Fouli-Tantiabongou-Aoura-Tangangari permits. These permits, collectively total some 1,186 square kilometres and occupy a major portion of the Fada N'Gourma Greenstone belt. All the permits are granted excepting Tamfoagou which is under application.

Within the Manga-Sebba belt PD's Tyekanyebi permit is located about a deep crustal structure identified by PD's technology and covers a total area of 242 square kilometres. Tyekanyebi is under application.

In August 2010, PD completed an option to purchase agreement with SOMIKA for the Boussouma permit of 116 square kilometres.

There are three granted Exploration Licences in Australia; two in the Northern Territory, known as Benmara North and Benmara South (The "Benmara Project") which have an aggregate area of 698 square kilometres and one in Victoria, known as Skipton which has an area of 462 square kilometres.

PD's tenements are summarised in the tables below:

Table 1. Exploration Permits in Burkina Faso

Name	Status	Area (km2 )	Next Anniversary
FOULI	Granted	248	4/07/2011
TANTIABONGOU	Granted	126	19/02/2013
SIRBA	Granted	189	4/07/2011
MADYABARI	Granted	232	4/07/2011
TAMFOAGOU	Application	238
AOURA	Granted	25	21/01/2011
TANGAGARI	Granted	128	2/03/2012
TYEKANYEBI	Application	242
BOUSSOUMA	Granted	116	3/08/2012

* Exploration permits incur an annual expenditure commitment of 270,000 cfa per annum per square kilometre. The exchange rate is approximately 500 cfa to the US\$.

Table 2. Exploration Licences in Australia

Name	Number	Area (km2 )	Next Anniversary	Annual Commitment
BENMARA NORTH	EL24645	445	16/03/2012
BENMARA SOUTH	EL24666	253	16/03/2012	\$300,000
SKIPTON	EL5172	462	9/09/2014	\$84,300

Location

PD's Bonsiega Project permits are located in the north-eastern part of Burkina Faso near the border with Niger. The Bonsiega Project includes the Sirba, Maydabari and Tamfoagou and the Fouli, Tantiabongou, Aoura and Tangangari permits. The project area occupies a major part of the Fada N'Gourma Greenstone belt 200-300 kilometres to the northeast of Ouagadougou. The permit areas are accessible by a combination of good quality sealed roads eastwards 230 kilometres from Ouagadougou to the town of Fada N'Gourma, and then northwards approximately 100 kilometres by well maintained laterite gravel roads past the town of Gayeri to the Sirba river and then by village tracks.

Figure 1: Locality plan – PD's Burkina Faso Permits and Permit Applications

The Tyekanyebi permit is located in the Manga-Sebba belt between 260 and 280 kilometres north-east from Ouagadougou. Access is similar to the Bonsiega project tenements, past the town of Gayeri, then for 100 kilometres further to the north where the permit is accessed via gravel roads and village tracks from the town of Sebba.

The Boussouma permit lies 80 kilometres northwards from Ouagadougou and is situated in the south-east part of the Boromo Greenstone belt, known as the Goren segment. Access is via good quality sealed roads.

In Australia, the Benmara licences are located in the Northern Territory, 900 kilometres south–east of Darwin to the south east. Sealed roads reach within 80 kilometres of the property, and the remainder of access is by good gravel roads and station tracks. The Skipton licence is more or less centred on the township of Skipton, 50 kilometres west of Ballarat and just 5 kilometres south of Beaufort on the Western Highway in Victoria. Access is by means of good quality sealed roads.

Figure 2: Locality plan – Australian tenements

Ownership

The Sirba, Maydabari, Fouli and Tantiabongou permits are owned by Birrimian BVI Ltd (Birrimian). This company is a wholly owned subsidiary of a British Virgin Islands registered Company known as Birrimian Proprietary Limited (Birrimian PL). ElDore Mining Corporation Limited (ElDore) controls Birrimian PL through its wholly owned subsidiary, Knights Landing Limited. A joint venture agreement between PD and ElDore was signed on 8th January 2010. Under this agreement, PD can earn a 60% equity in Birrimian PL by spending \$2,000,000 on exploration prior to 30th June 2012 (i.e. in three Burkina Faso field seasons). PD is required to spend a minimum of \$600,000 prior to 30 November 2010 before withdrawal.

PD has an option agreement to purchase 95% of the Tangagari permit in the name of Mr Sebi Bourougou but beneficially owned by Société Minière Kindo Adama or SOMIKA SARL (SOMIKA) for a total of US\$220,000. Payments are staged over a period of three years and on completion of the payments to SOMIKA on or before 31 May 2013, a 1% Net Smelter Return (NSR) with respect to PD's 95% interest will be granted to SOMIKA, and that company will be free carried at 5% interest through completion of a feasibility study. On completion of the feasibility study SOMIKA may sell its 5% interest. PD has first rights of approval to purchase this interest. SOMIKA may also elect to convert its 5% interest into a 1% NSR. PD retains the right to purchase part or all of the Net Smelter Return Royalties for US\$1 million per percent. PD has a similar option to purchase 95% of the Aoura permit in the name of Patrice Nabaloum but beneficially owned by SOMIKA for a total of US\$200,000.

For the Boussouma permit, PD has an option agreement to purchase 95% from SOMIKA with staged payments totalling US\$200,000 to be made on or before 31st May 2013. On completion of the payments to SOMIKA, a 1% NSR with respect to PD's 95% interest will be granted to the holder of the Boussouma exploration permit and SOMIKA will be free carried at 5% interest through completion of a feasibility study. On completion of the feasibility study SOMIKA may sell its 5% interest. PD has first rights of approval to purchase this interest. SOMIKA may also elect to convert its 5% interest into a 1% NSR. PD retains the right to purchase part or all of the Net Smelter Return Royalties for US\$1 million per percent. The two permit applications in Burkina Faso are 100% in the name of PD.

The Benmara Licences in the Northern Territory, EL's 24645 and 24666, are subject to a joint venture with Lagoon Creek Resources Pty Ltd. Under the terms of that Joint Venture, PD can confirm its 51% interest by expenditure totalling \$2,000,000. There is a commitment to spend or commit to spend \$300,000 and undertake 1,000 metres of drilling or agreed field work by March 2011.

The Skipton licence (EL 5172) in Victoria is 100% owned by PD.

Geology and Mineralisation

Burkina Faso is situated in West Africa, one of the world's fastest growing gold producing regions. Located between Ghana and Mali, the second and third largest gold producing countries in Africa, Burkina Faso has a large area (200,000 square kilometres) of the same Early Proterozoic Birimian age and type of rocks as its neighbours but is still relatively unexplored.

In West Africa, growth in gold production has rapidly increased because of its favourable geology, modern mining codes, political stability, reasonable fiscal and taxation regimes as well as government support for the development of natural resources. Discoveries are not only made, they are brought into production in a timely and efficient manner and to accepted international environmental standards. In Burkina Faso there are already six operating gold mines, Essakane, Taparko, Kalsaka, Youga, Mana and Inata. Interest in Burkina Faso's resource potential is growing and it is now attracting the interest of mining companies because it is a politically stable democracy with good infrastructure and an updated French-based mining code. As a result, Burkina Faso is on track to become the fourth largest gold producing country in Africa by 2011.

The terrain of Burkina Faso is flat to undulating making it relatively easy to access. This aspect makes it easier to explore and less expensive to bring any resulting discoveries into production, an important factor in developing mining projects.

Mine	Company	Tonnes	Grade g/t Au	Reserve ounces
Taparko and Bouroum	Somita SA (High River Gold Mines Ltd)	15,917,000	1.81	926,000
Essakane	Iamgold Corporation	70,560,000	1.60	3,600,000
Youga	Etruscan Resources Inc.	13,700,000	1.88	828,000
Kalsaka	Cluff Gold Plc.	12,100,000	1.60	640,000
Mana - Maoula	Semafo Inc.	7,228,000	2.90	668,900
Inata	Avocet Mining Plc.	13,980,000	2.07	932,400
Poura	Burkina Faso Government Tender

Table 3: Gold Mines in Burkina Faso

* Publically Reported Deposits

Table 4: Gold deposits in Burkina Faso

Prospect	Company	Tonnes	Grade	Resource ounces
Perkoa	Blackthorne Resources Limited	6.3 M	13.9% Zn
Banfora	Gryphon Minerals Limited	14 M	2.4 g/t Au	1,100,000
Bissa Hill	High River Gold Mines Limited	30.3 M	1.6 g/t Au	1.56 M oz
Ronguen	Goldrush Resources Limited	5.9 M	1.3 g/t Au	249,000
Dossi	ACC Burkina Faso	20.1 M	1.7 g/t Au	1,040,000
Konkera	Ampella	34.4 M	1.4 g/t Au	1,540,000
Bombore	Orezone Gold Corporation	91.8 M	0.61 g/t Au	1,800,000
Sega	Orezone Gold Corporation	11.2 M	1.7 g/t Au	0.6 M oz
Bondi	Orezone Gold Corporation	6.6 M	2.0 g/t Au	0.4 M oz
Kiaka	Volta Resources Inc.	57.15 M	1.0 g/t Au	1,864,000
Gaoua - Malba	Volta Resources Inc.	82.6 M	0.4g/t Au + 0.4% Cu	1,072,900
Karma (Goulagou)	Riverstone Resources Inc.			1,140,000

* Publically Reported Deposits

Burkina Faso is endowed with a large amount of Birimian greenstones in a series of east-northeast trending belts. The Birimian sequences form the host for gold deposits across West Africa in Niger, Burkina Faso, Ghana, Cote d'Ivoire, Liberia, Mali, Guinea and Senegal.

PD undertook country-scale project generation by combining the publically available spatial data into a large GIS database. Wavelet processing of aeromagnetic data revealed a series of probable deep structures that appear to have controlled the location of large gold deposits. Based on these data sets, 84 targets outside of known exploration permits were identified and then prioritised on the basis of geological and geophysical criteria developed by the PD team. Eleven sites were selected for field inspection and four areas identified for permit application.

PD's key permits, which together make up its Bonsiega Project, are based on its ElDore joint venture tenements Sirba-Madyabari and Tantiabongou-Fouli together with additional permits: Tamfoagou, Aoura and Tangagari. These permits are located in Eastern Burkina Faso and cover a large proportion of the Fada N'Gourma Greenstone belt (over 80 kilometres strike) in which there is widespread artisanal mining. The same belt and structures extend into Niger where it contains the Samira Hill gold mine, a deposit that is reported to contain some 2 million ounces of gold in resources.

Other tenements held by PD in Burkina Faso are its Boussouma permit located to the NE of Ouagadougou in the Goren segment of the Boromo belt and its Tyekanyebi permit application which is located within a northern part of the Manga-Sebba belt near the border with Niger. This permit was selected by PD based on its proprietary Predictore™ technology utilising wavelet analysis to facilitate the identification of deep seated crustal breaks likely to source significant gold deposits.

The Benmara project in the Northern Territory is prospective for high grade unconformity uranium mineralisation. Benmara lies along strike from the Westmoreland uranium deposits (Figure 15), and is part of an area of active uranium exploration. The Proterozoic East Alligator Uranium deposits and the deposits of the Westmoreland area in Queensland, are now interpreted to be closely related in terms of their age, the source of uranium and the compositions of the ore forming fluids (Polito et al, 2006).

Figure 3: Regional geology and Exploration Licences, Benmara-Westmoreland districts Figure 11 - Benmara and Westmoreland Geology Map

The sandstone-hosted Redtree and Junnagunna uranium deposits in the Westmoreland uranium field occur in the southern McArthur basin, at the contact between the Westmoreland Conglomerate and the Seigal Volcanics. The mineralogy, paragenesis, and geochemistry of these deposits are largely indistinguishable from the basement-hosted Nabarlek and Jabiluka uranium deposits in the northern McArthur basin. It is therefore suggested that the Westmoreland uranium field might also be prospective for basement-hosted uranium deposits where suitable structural and chemical traps can be found.

Skipton in Victoria is located at the confluence of three significant structural zones within the Stawell Zone of the Lachlan Geosyncline. It is believed to be highly prospective for large scale volcanic hosted gold mineralisation of the Stawell style (Figure 4). Bedrock of Cambro-Ordovician turbidites and intrusive Devonian granites at Skipton, are mostly obscured by up to 100 metres thickness of Quaternary volcanics. By utilising wavelet analysis of regional gravity data together with its own detailed gravity survey, PD interprets a large block of possible Cambrian volcanics located at depth beneath the cover.

Figure 4: Skipton Regional Geology and Exploration Licence Location

Exploration Status

All the permits in Burkina Faso and the licences in Australia have undergone various degrees of exploration activity. In Burkina Faso, the government agencies undertook regional geological and geochemical surveys from the 1950's through to the late 1960's. Since 1995 there has been significant exploration both within Burkina Faso and the PD permit areas. Reports available in the Department of Mines in Burkina Faso contain little information. PD has obtained digital files of previous company data including geology, soil sampling, geophysical surveys and drilling and has compiled it into a series of maps covering the previous exploration. Information from this data compilation is used in this report. However, with a paucity of good quality reporting it is necessary to interpret the rationale for most of the activity based on the data alone. PD advises that the information available represents all previous work that it is aware of on the permits. Exploration throughout Burkina Faso has consisted mainly of following up artisanal workings and soil geochemistry. Potential for the discovery of new deposits beneath laterite (ferricrete) and thin alluvial cover is considered to be high.

The Fouli tenements were explored, as a part of a more extensive area, from 1995 to 1999 by Anmercosa Exploration, a wholly owned subsidiary of Anglo American Corporation South Africa Ltd. Anmercosa undertook extensive regional exploration prior to focusing on individual prospects identified from the regional work. The majority of this previous exploration occurred within the area of the current Fouli concession. In the Madyabari area, gold exploration was carried out by several explorers including in 1995 Outokumpu Limited and Placer Dome Inc. with Massako SARL, Emerging Africa Gold Inc. (EAG) between 1996 and 1999, Sanu Resources Limited (Sanu) in 1999 and 2000 and Ashanti Goldfields Corporation (Ashanti) in 2001. Birrimian was granted the permits in 2005 and compiled and analysed the data from previous exploration programs using a geographical information system (GIS). Birrimian also completed a modest RAB drilling program at Fouli.

On execution of its agreement with ElDore, PD became manager in January 2010 and has continued both data compilation in a GIS format and its own exploration, including geological mapping, ground magnetics, soil sampling and RAB drilling. PD have also undertaken high level data processing including wavelet analysis of both aeromagnetic and ground magnetic data to define likely deep seated mineralising structures.

PD acquired the Boussouma permit in September 2010 from the private Burkina Faso company, SOMIKA. There is little information available for the Tyekanyebi and Boussouma permit areas and it is important to note that there may be more previous exploration on these permits than indicated in this report.

Benmara in the Northern Territory lies along strike from the Westmoreland uranium deposits where early to mid Proterozoic rocks of the Murphy Tectonic Ridge pass under relatively shallow younger cover. Benmara is considered to be prospective for both high-grade unconformity uranium mineralisation and, where suitable structural and chemical traps can be found, basement-hosted deposits. Within the tenement area there is a strong radiometric response relating to the contact between intrusive granites of the Nicholson Granite Complex and the Murphy Metamorphic sequence.

At Skipton in Victoria the confluence of three significant structural zones is believed to be highly prospective for large scale volcanic hosted gold mineralisation of the Stawell style. By utilising wavelet analysis of regional gravity data together with its own detailed gravity survey, PD have identified the location of a possible large block of structurally emplaced Cambrian volcanics located at depth beneath the cover.

Conclusions and Recommendations

IIn Burkina Faso, PD's Bonsiega project covers a cumulative strike length in excess of 80 kilometres of the Fada N'Gourma greenstone belt, within a tenement package of 1,186 square kilometres. These permits were selected on the basis of PD's analysis of wavelet processed regional aeromagnetic data which showed a NW trending "break" indicative of a deep structure. A large break "corridor" is interpreted to pass close to and just south of two known large gold deposits (Inata and Taparko) and through PD's Bonsiega project area. The 2 million ounce Samira Hill gold deposit is situated within the Fada N'Gourma belt across the border with Niger.

The Tyekanyebi permit is situated within the Manga-Sebba belt near the path of another NW trending "break" which is the reason this permit was selected. The Manga-Sebba belt continues into Niger and hosts the Koma Bangou gold deposits there. Boussouma is situated approximately 80 kilometres north of Ouagdagou in the Boromo-Goren Greenstone belt which hosts the Taparko and Kalsaka gold mines to the NW of Boussouma.

All of the tenements contain areas of artisanal workings, many of which are currently active. The largest worked area is the Fouli artisanal working which covers an area two kilometres in length and approximately 700 metres in width. Notwithstanding the known sites of gold mineralisation, the greater part of the permits is obscured by a cover of lateritic gravels (ferricrete) and alluvium. Given the fertility of the Birimian greenstones in West Africa, the opportunity exists for PD is to use its technology to select structurally favourable sites beneath cover and then apply proven Australian auger/ RAB style geochemical drilling to define targets for world class gold deposits.

PD's large ground position maximises the possibility that it can define gold ore resources in excess of the one million ounces generally required to justify a stand-alone mining operation in West Africa.

At Benmara in Australia, PD will use its Predictore™ technology, based on structural interpretation of aeromagnetic and ground gravity data and geological mapping, to identify targets for drill testing. Targets defined by the Predictore™ process will be tested by a combination of RC and Diamond Drilling. The property's location in the Northern Territory (NT) - where uranium mining is permitted - and on pastoral leasehold land means that the likelihood of developing a commercial discovery is high.

At Skipton PD propose to trial Magnetotelluric geophysics as a direct targeting tool. PD will also target the possible locations of Stawell style gold mineralisation through application of its fluid flow modelling technology based on 3D models (Predictore™) derived from inversions of gravity data. Testing its concepts by drilling is proposed. The target is a substantial gold deposit such as Bendigo (which contains some 700 tonnes of gold).

PD have provided exploration programs and budgets for its granted project areas for the period to 30 June 2012 which we consider suitable and in accordance with the perceived prospectivity of its ground holdings. The budgets are in balance with the funds to be raised. In the event additional funds are raised then it is anticipated PD will use these funds to ramp up its rate of exploration. All work programs and budgets are subject to initial results and budgets may be diverted to more prospective projects as warranted. The budgeted expenditure is also considered sufficient to meet the minimum statutory expenditure commitments on the tenements and satisfy various earn in requirements. The principals of PD are technically qualified to manage the proposed exploration programs and plan further work depending on the results of the first phases of exploration in each area.

INTRODUCTION

Chris Young Consulting Pty Ltd (Chris Young Consulting) has been commissioned by Predictive Discovery Pty Ltd (PD) to provide an Independent Geologists Report on mineral exploration properties in Burkina Faso and Australia in which PD has an interest. This report is to be included in a Prospectus to be lodged with the Australian Securities and Investments Commission (ASIC). The PD Projects are understood to consist of seven granted Exploration permits and two Exploration Permit applications in Burkina Faso covering an approximate aggregate area of 1,544 square kilometres and three granted Exploration Licences in Australia covering an area of 1,160 square kilometres.

The legal status of the PD Projects is addressed in Sections 9, 10 and 13 of this prospectus. These matters have been assessed by Chris Young Consulting but not independently verified. The present status of tenements listed in this report is based on information provided by PD and the report prepared on the assumption that the tenements will prove lawfully accessible for exploration.

Chris Young Consulting has based its review of the PD properties on information provided by PD, along with technical reports by government agencies and previous tenement holders, and other relevant published and unpublished data. The data set provided by PD consists mainly of "MapInfoTM" Geographic Information System (GIS) files with only a few reports describing the work carried out. The writer has no reason to doubt assurances received from PD that no further information is available from the Department of Mines in Burkina Faso, as this is not unusual in Africa.

A site visit was undertaken to the PD Burkina Faso Projects by Chris Young Consulting in June 2010. Chris Young Consulting is well experienced in the region and setting of the Australian Projects and independent site visits were not required. Chris Young Consulting has made all reasonable enquiries to establish the authenticity and completeness of the technical data on which it has relied. A final draft of the report was also provided to PD, along with a written request to identify any material errors or omissions, prior to lodgement.

Where appropriate, and in accordance with ASIC Practice Note 55 and Update 183 consent has been obtained to quote opinions expressed in unpublished reports prepared by other professionals on the properties concerned. The Independent Geologists Report has been prepared in accordance with the Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (The VALMIN Code), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (AusIMM), the Australian Institute of Geoscientists (AIG), and the rules and guidelines issued by such bodies as the ASIC and the Australian Stock Exchange (ASX), which pertains to Independent Expert Reports.

The Independent Geologist's Report has been prepared on information available up to and including 16 September 2010. Chris Young Consulting has provided consent for the inclusion of the Independent Geologists Report in the Prospectus in the form and context in which the report appears and has not withdrawn that consent prior to lodgement of the Prospectus with the ASIC.

Burkina Faso – Country Information

Geography

Burkina Faso is a land-locked nation of 274,200 square kilometres situated to the north of Ghana in West Africa (Latitude 13º North and 2º West). Burkina Faso has land borders with six countries; Mali to the north, Niger to the east, Benin to the southeast, Togo and Ghana to the south and Côte d'Ivoire to the southwest. Burkina Faso supports a population of approximately 16,240,000 people concentrated mainly in the south and centre of the country. The capital city is Ouagadougou with a population of some 1.5 million. The Climate is tropical with the terrain mostly flat or undulating. The official language is French although with literacy levels at around 21%, many Burkinabé in rural areas speak only Moore.

History

Burkina Faso was originally inhabited by the Bobo, Lobi, and Gurunsi peoples, with the Mossi and Gurma peoples immigrating to the region in the 14th century. The lands of the Mossi empire became a French protectorate in 1897. Called Upper Volta by the French, it became a separate colony in 1919, was partitioned among Niger, the Sudan, and Côte d'Ivoire in 1932, and was reconstituted in 1947. An autonomous republic within the French Community, Upper Volta became independent on Aug. 5, 1960.

Revolutionary change occurred in 1983 when a 33-year-old flight commander, Thomas Sankara, took control. A Marxist-Leninist, he challenged the traditional Mossi chiefs, advocated women's liberation, and allied the country with North Korea, Libya, and Cuba. To sever ties to the colonial past, Sankara changed the name of the country in 1984 to Burkina Faso, which combines two of the nation's languages and means "the land of upright men."

While Sankara's investments in schools, food production, and clinics brought some improvement in living standards, foreign investment declined, many businesses left the country. On Oct. 15, 1987, formerly loyal soldiers assassinated Sankara. His best friend and ally Blaise Compaoré became president. Compaoré immediately set about "rectifying" Sankara's revolution. In 1991, he agreed to economic reforms proposed by the World Bank. A new constitution paved the way for elections in 1991, which Compaoré won easily, although opposition parties boycotted. In 1998, he was reelected by a landslide. A coup against the president was foiled in 2003, and he was re-elected a third time in 2005. The next presidential election is in November 2010.

Infrastructure

Burkina Faso is one of the poorer countries in Africa, with a per capita gross domestic product (GDP) of US\$1,200 in 2009. Cotton is the main cash crop and the government has joined with three other cotton producing countries in the region - Mali, Niger, and Chad - to lobby in the World Trade Organization for fewer subsidies to producers in other competing countries. Since 1998, Burkina Faso has embarked upon a gradual but successful privatization of state-owned enterprises. Having revised its investment code in 2004, Burkina Faso is attracting foreign investors. Thanks to this new code and other legislation favouring the mining sector, the country has seen an upswing in gold exploration and production.

A railway runs 1,150 kilometres from the port of Abidjan in Cote d'Ivoire to Ouagadougou. Main roads between the capital and regional centres are paved and generally in good condition. Air services and flights within Africa are limited. There are reasonable telephone and internet services in major centres.

Mining

Gold is Burkina Faso's second largest export, after cotton and likely soon to be its first. There has been a major drive to promote minerals investment in Burkina Faso with over US\$100 million being invested over the past few years on 130 prospecting licenses. The European Sysmin fund provided approximately US\$10 million to complete a four year geological mapping exercise as well as a 135,000 square kilometre airborne geophysical survey.

The Australian company, Blackthorn Resources Ltd is developing the Perkoa zinc deposit in western Burkina Faso and Volta Resources Ltd is exploring copper deposits near Gaoua in the southern part of the country.

Development of the country's gold resources has assumed greater significance and is becoming increasingly important as more and more deposits are discovered and new gold mines developed. Gold mines include Iamgold Corporation's Essakane, High River Gold Mines Ltd's Taparko-Boroum complex, Semafo Inc's Mana, Etruscan Resources Inc's Youga, Avocet Mining Plc's Inata and Cluff Gold Plc's Kalsaka.

As well as gold and base metals, mineral resources include bauxite, nickel and limestone/marble but there has been little development. Burkina Faso also has undeveloped phosphate resources in the east of the country as well as manganese potential in the Sahel district in north eastern Burkina Faso.

Mining Legislation

A new Mining Code was adopted in 1997 and modified in 2000 and May 2003. Mineral resources are the property of the state with mineral rights being granted by the Ministère de l'Energie et Mines. The Mining Code covers all aspects of mining from prospecting, exploring, mining, milling, processing and refining to the sale of mineral substances.

Exploration Permit

An Exploration Permit is granted by Arrete and signed by the Minister of Mines and is restricted to a total area of 250 km² for all minerals. There are no limits to the number of Exploration Permits held by a company. Permits have a duration of three years and may be renewed twice for a period of three years. However, upon the second renewal, 25% of the Permit area must be relinquished.

Exploitation Permit

An Exploitation Permit is granted by the Council of Ministers based on recommendation by the Minister of Mines. Granting is conditional on the applicant producing a positive feasibility study, an environmental impact assessment, an environmental protection, management and rehabilitation program along with an undertaking to grant a 10% free carried interest to the state. The Permit is valid for a period of 20 years and is renewable at periods of five years over the life of the mine.

Fiscal Regime and Commercial Legislation

Since 1 January 1999, the West African CFA franc (XOF) has been pegged to the Euro at a rate of 655.957 CFA per Euro.

A number of guarantees and tax allowances are included in the legislation: The state guarantees the right of ownership, freedom of management, free transfer of capital and returns and stability of agreements made under this law. Also included are exemptions from customs duties on temporary import of equipment, although bank guarantees have to be posted against re-export. Exemptions are also granted on the Industrial and Commercial Professions Tax, Value Added Tax and on the Employers and Apprenticeship Tax in the exploration stage. A variety of tax reliefs, including accelerated depreciation, are conceded to mining projects depending on whether it is for an exploitation permit or a mining concession. The Tax on Industrial Profits and Commercial Tax is reduced to 35%, and the Revenues des Valeurs Mobilières is 12.5%. A 7 year tax holiday is applicable for mining operations of more than 14 years and not more than 50% of the mining period if mine life is less than 14 years.

The government royalty for base metals is 4% and for gold 3%. The Mines Minister Abdoulaye Cisse is proposing (Mining Journal July 2, 2010) to raise the royalty to 5%.

Australia – Country Information

A prosperous country with a multicultural society, Australia ranks highly in many international comparisons of national performance such as human development, quality of life, health care, life expectancy, public education, economic freedom and the protection of civil liberties and political rights. Australia is a member of the United Nations G20, Commonwealth of Nations, ANZUS, OECD, APEC, Pacific Islands Forum and the World Trade Organisation.

Each of the States and Territories in Australia has its own legislation regulating the exploration for and production of onshore minerals.

Victoria

Crown ownership of minerals has been made universal in Victoria by legislative expropriation of all minerals. The Crown, pursuant to statute, may grant various leases or licences to enter onto land and take minerals. Mineral, extractive and petroleum exploration and development activities are also subject to a range of other Commonwealth and State legislation. Relevant Commonwealth legislation includes the Native Title Act 1993, the Environment Protection and Biodiversity Conservation Act 1999, and Part IIA of the Aboriginal and Torres Strait Islander Heritage Protection Act 1984. Relevant Victorian legislation also includes the Environment Effects Act 1978, the Planning and Environment Act 1987 and the Aboriginal Heritage Act 2006. Exploration licences are granted under the Mineral Resources (Sustainable Development) Act 1990. Exploration licences may be granted for a term of up to five years but may be renewed.

Northern Territory

The Northern Territory's Mining Act (the Act) commenced in 1982, replacing the Mining Ordinance of 1939. The enactment of the new legislation was significant as it modernized and simplified the regime for the administration of mining tenure. The latest revision was on 16 September 2009. The new Act requires an application for the grant of an exploration licence to comply with the procedures in relation to Aboriginal land under the Aboriginal Land Rights (Northern Territory) Act 1976 of the Commonwealth or the procedures in relation to native title rights and interests under this Act, the Native Title Act or any other relevant law of the Commonwealth or Territory.

Exploration Licences are granted by the Department of Resources – Primary Industry, Fisheries and Resources for an initial 6 years and are renewable for a further two periods of two years together with 50% reductions in area after the first two year renewal and then at subsequent 12 monthly renewals.

GEOLOGY OF BURKINA FASO

Metamorphic Lower Proterozoic rocks of the Birimian Super Group underlie most of Burkina Faso. The Birimian formations are generally metamorphosed to greenschist facies, and locally amphibolite facies. The Birimian is overlain in the far west of the country by the Taoudenni Basin which comprises Proterozoic to Palaeozoic continental and marine platform sediments. In the south-east the Birimian is overlain by Upper Proterozoic to Lower Cambrian rocks of the Volta Basin. The un-metamorphosed Volta Basin sediments extend through Ghana, Togo, Benin and Niger.

The Birimian Super Group has similarities to greenstone belts of Archaean age such as in the Yilgarn Craton of Western Australia and the Slave Craton of northern Canada. It comprises a generally north-east trending series of volcanoclastic sediments and metapelites or meta-greywackes with intercalated felsic to mafic volcanic rocks. Occasional intrusive bodies are distributed in a series of belts separated by pre-Birimian basement rocks comprising granitoids and occasionally, migmatites. Dolerite dykes and quartz veins generally lie parallel or near parallel to the regional strike. Unconformably overlying the Birimian in Burkina Faso, are small amounts of continental clastics of the Tarkwaian sequence. These clastics were derived from the weathering of Birimian rocks and granitic intrusions found within the Birimian and are gold bearing in Ghana.

Large areas of Burkina Faso are low lying and bedrock geology is obscured by a thin veneer of soils and alluvial gravels which often overly a thin lateritic duricrust. The duricrust also forms some topographic highs in a low breakaway topography. A few metres of cemented ferruginous lateritic gravels may underlie the duricrust followed by saprolite without a defined mottled zone. The duricrust and laterite are generally iron cemented gravels (ferricrete) which are residuals from Tertiary age peneplanation.

Mineralisation

Throughout West Africa greenstone sequences of the Birimian Supergroup host world class ore-bodies. These include Obuasi, Ahafo, Bogosu and Chirano in Ghana, Morilla, Sadiola and Loulu in Mali, Siguiri, Lero Karta and Fayalala in Guinea, Tongon and Bonriko in Cote D'Ivorie, Sabodala in Senegal and Samira Hill in Niger.

In Burkina Faso, there are six modern gold mines, some of the more prominent being; Essakane, Mana, Inata and Taparko. Two noteworthy advanced exploration projects are Ampella Mining Limited's Batie West project and Gryphon Minerals Limited's Banfora project. Crustal scale structures, which often host multiple shears, are numerous within the greenstone belts. These structures are thought to have focused giant hydrothermal cells which in turn have produced large gold deposits.

Figure 5 North East Burkina Faso - Wavelet analysis based on regional aeromagnetic data. Figure 28

BONSIEGA PROJECT

Introduction

PD's Bonsiega Project area in the northeast part of Burkina Faso, comprises its key properties the Fouli-Tantiabongou-Aoura-Tangangari and the Sirba-Madyabari-Tamfoagou permits which lie within the Fada N'Gourma Greenstone belt. This belt trends north-east and is traversed by major structures that extend from Northern Ghana and pass through to the Samira Hill gold deposit in Niger. The greenstones are intersected by several discordant granite plutons of Eburnean age, especially in the area of the Sirba River.

PD utilised its country scale project analysis to prioritise on the Fouli-Tantiabongou and Sirba-Madyabari permits, owned by ElDore. These lie within the highly prospective Fada N'Gourma Greenstone belt and, combined with PD's own Tamfoagou application and the recently acquired Aoura and Tangagari permits, give a total holding covering 1,186 square kilometres, over a strike length in excess of 80 kilometres. The tenements contain numerous areas of artisanal workings, many of which are currently active. The largest artisanal worked area is at Fouli and covers an area two kilometres long and approximately 700 metres wide.

A key driver for PD's acquisition of the Bonsiega project area was its wavelet analysis ("worm processing") of reprocessed regional government aeromagnetic data (Figure 5). Processing of the regional wavelet data indicated a series of NW trending "breaks" within the regional magnetic trends. These "breaks" are interpreted to be deep seated crustal features, possibly related to gold mineralisation. One of them is interpreted to underly the Bonsiega Project permits.

PD recognise that "worm" processing of magnetic data rarely reveals deep structures directly, but rather reflects the tendency of magnetic data to emphasise more shallow features. Further processing of the worm data using specialised software, produced regional maps showing in detail the length of the worm linears. These maps highlighted the northwest trending "breaks" along with north-east trending linears, considered to be major shear zones. There are also east-west to west-north-west trending cross structures passing through the northern part of the Sirba permit and the south-west part of the Fouli permit.

Similar wavelet analysis of detailed aeromagnetic data was carried out at Sirba-Madyabari and on detailed ground magnetic data at Fouli and Watamtonga.

Fouli, Tantiabongou, Aoura and Tangagari

Geology and Mineralisation

The permits cover approximately 42 kilometres strike length of the Fada N'Gourma Greenstone Belt, heading towards the border with Niger and the Samira Hill gold deposit (Figure 6).

Figure 6: Geological setting Bonsiega Project and Tyekanyebi

Deformation about syntectonic granites is apparent. In the main, large areas of the permits are low lying and bedrock geology is obscured by a thin veneer, consisting of soils and alluvial gravels, which often overlies a thin lateritic (ferricrete) duricrust. Topographic breakaway flanks provide the best exposure of bedrock and it is these zones that are most actively worked by artisanal miners. Underlying the ferricrete can be a few metres of cemented ferruginous lateritic gravels and then saprolite without any defined mottled zone. The duricrust and laterite are generally iron cemented gravels (ferricrete) which are residuals from Tertiary age peneplanation. The gravels, which often include quartz, can give rise to spurious geochemical anomalies and may carry no gold above mineralised zones.

There are several examples of palaeodrainages located on present day topographic highs (Baker 1999). Topographic inversion occurs when cemented horizons such as ferricrete, which were formed in previous tributary valleys, resist erosion during weathering and end up as highs between modern alluvial valleys. It is postulated that in the Tertiary, valleys were underlain by rocks which were susceptible to weathering because of shearing and alteration, and these now form present day highstand areas covered by ferricrete. Where significant structures are identified from aeromagnetic data, exploration beneath such areas by means of RAB geochemical drilling appears to be justified.

The belt includes a sequence of mafic to felsic rocks and associated volcano-sedimentary sequences consisting of acid tuffs, graphitic tuffs and meta-pelitic rocks. Shearing is common. The presence of strike parallel and cross cutting (NW trending) dolerite or diorite dykes is indicated in aeromagnetic data. Gold mineralisation is confirmed by artisanal workings in both alluvial gravels and in the bedrock.

Exploration History

Government agencies undertook various regional geological surveys in the 1950's. Airborne geophysical programs, on behalf of the Burkina Faso government, were undertaken by Terra Survey around 1972 and 1976. There are however, no records of modern exploration until 1995. This is when Anmercosa Exploration, a wholly owned subsidiary of Anglo American Corporation South Africa Ltd, commenced exploration in the Fouli region through a joint venture with Groupe D'Etudes D'Exploitation et De Researches Minieres (GERM). Over a four year period until 1999, Anmercosa explored a 2,409 square kilometre permit area. Seven prospects were identified; Fouli, Lontya, Tampetou, Guitanga, Aoura Extension and CFA Belabe, along with numerous sites of artisanal workings. An eighth prospect, Kalinga, considered more prospective for copper-zinc volcanogenic massive sulphides (VMS), was identified as a gold in soil anomaly.

Work completed included:

• 1. Soil sampling, initially carried on 800 metre spaced grid lines sampled at 100 metre intervals followed by infill to 400 metre spaced lines and in some cases 200 metres. The grid lines were extended to cover the entire width of the Birrimian outcrop. Samples were analysed at the Anglo American Research Laboratories (Pty) Limited (AARL) in Johannesburg, for gold, copper, nickel, lead, zinc and arsenic.
• 1. 14,170 line kilometres of aeromagnetic, radiometric and "TOTEM 2 system" VLF coverage at 200 metre line spacing. Anmercosa reported that the geophysical data indicated "a set of fairly complicated structures for the entire permit zone".
• 1. 1:20,000 scale aerial photography over the entire permit area.
• 1. 1:10,000 regional geological mapping and regolith interpretation followed by 1:1,000 and 1:500 detailed prospect mapping.
• 1. Rock chip and artisanal dump sampling and trenching.
• 1. 60 reverse circulation (RC) and diamond drill holes.
• 1. 400 rotary air blast (RAB) geochemical drill holes.

Anmercosa completed the RAB at its Tampetou prospect covering an area of 2.2 x 1.0 kilometres. This was followed up by some RC and diamond drilling. Other limited programs of RC and a few diamond drill holes were completed at Fouli, Tiabongou, Aoura, Guitanga, CFA-Belabe, Ramenkoura and Bourkou (Figure 7). Table 5 below presents some of the more significant drilling results:

Figure 7: Prospect Location Plan Fouli, Tantiabongou, Aoura and Tangagari permit areas - Drill Hole and Soil Sample Grid Figure 17

		Table 5 Significant Anmercosa Drill Results*
--	--	----------------------------------------------	--	--

Prospect	Hole Number	Interval (m)	Grade g/t Au	From (m)
FOULI	FUL-RC01	1	1.6	31
	and	1	2.7	68
TAMPETOU	HL9/TR1	5	1.1	28
TAMPETOU	HL9/TR2	6	2.4	1
TAMPETOU	RC-43	19	0.9	45
TAMPETOU	RC-69	1	35.8	30
CFA-Belabe	CBD-1 CFA	4	1.3	58.5
	and	14.2	1.2	87.8
AOURA	AD-10	1	4.3	28.5
AOURA	AD-11	2	2.2	39.5
AOURA	AOU-RC1	3	2.0	5
AOURA	AOU-RC6	6	2.0	34
	and	1	4.6	65
	and	2	3.6	68
AOURA	AOU-RC7	2	9.0	9
AOURA	AOU-RC10	2	14.0	84

* Complete historical data and QA/QC information is not available to support these quoted intersections and it is our opinion that this data may not be used for resource estimation and should be viewed as merely an indication for the presence or absence of gold.

There is no record of any work by GERM following Anmercosa's withdrawal in 1999. It appears that the ground was relinquished and lay vacant until acquired by Birrimian in 2005. It should be mentioned that 1999 was a period of low gold prices and as a result Anmercosa, along with many major companies, withdrew from a number of its exploration projects.

Birrimian was granted its Fouli permit area on 4 July 2005 and its Tantiabongou permit on 19 February 2007. Birrimian's initial work included systematic compilation and interpretation of previous company data. This included the acquisition of European Union funded government aeromagnetic data to complement the Anmercosa data. Birrimian concluded that at Fouli, there were four prospects; Tampetou, Fouli, Watamtonga and CFA Belabe where drilling or rock chip sampling confirmed "economic grade +/- width" gold mineralisation.

Birrimian undertook field reconnaissance and rock chip sampling of all the prospects identified by Anmercosa as well as at Fouli North and nearby Djumanga. At the Fouli and Watamtonga prospects Birrimian completed two lines of soil samples to check the location and quality of the historic data. Geological mapping and rock-chip sampling (91 samples) was carried out at the same time. The best rock chip gold results were 1.3 g/t Au at Fouli and 7.5 g/t Au at Watamtonga (Epsilon Gold Mines Ltd of Ouagadougou on behalf of Birrimian BVI – March 2008).

Later in 2008, Birrimian undertook a modest (1,400 by 800 metres) ground magnetic survey (Contractor BUGEEMI Bureau De Geophysique Eau, Environnement et Mines of Ouagadougou) and completed 171 RAB holes for 4,547 metres at the Fouli prospect. The drilling program was designed to explore for bedrock gold mineralisation beneath the extensive artisanal workings. All holes were drilled to blade refusal in either fresh bedrock or a layer of ferricrete duricrust or silicification. Drill lines were up to 1,500 metres long. Hole depths ranged from 7 to 80 metres for an average of 26.5 metres. Whilst there were gaps in the drill coverage due to difficult sites and/or poor recovery, six holes returned values above 1 g/t Au, Table 6 (on the following page):

Table 6 Significant Birrimian RAB* results Fouli Prospect

Hole	Interval (m)	Grade g/t Au Aqua Regia AAS	Grade g/t Au Fire Assay**	From (m)
hp729	4	3.1	3.8	18
hp836	4	9.9	1.9	28
hp838	1	1.1	1.2	4
hp848	7	7.6	8.3	24
hp1150	6	4.2	2.4	32
hp1412	5	1.4	1.4	28

* RAB drilling results cannot be used for resource estimation and should be regarded as an indication only for the presence or absence of gold. ** Variance in results between Aqua Regia digest and Fire Assay may indicate the presence of coarse gold.

The RAB drilling results confirmed the presence of gold mineralisation within the bedrock beneath the artisanal workings, with some of the observed mineralisation apparently associated with a NW structural trend.

At the time of PD's entry to the project via their joint venture with ElDore, twelve prospects had been identified with the Fouli prospect considered highest priority, Figure 7:

Fouli: Zone of intense artisanal workings, over two kilometres long, mining transported material at the base of ferricrete in a favourable structural setting.

Watamtonga: wo kilometres long gold-arsenic anomaly on structural bend at a granite contact. Related to brecciated and sheared volcanics and sediments with disseminated sulphides and clay alteration. Artisanal workings.

Aoura: gold-arsenic anomaly in ferricrete underlain by andesite with significant shearing observed.

CFA Belabe: Two parallel zones of gold-arsenic anomalies in soil, one previous drill hole (Anmercosa) with 14.2 metres @ 1.2 g/t Au that extends into the Aoura permit area.

Bourkou-Bourkou: Situated within the Tangangari permit area, likely extension of the Aoura trend.

Ramenkoura: Situated south of Bourkou-Bourkou, it has limited previous Anmercosa reconnaissance drilling.

Lontya: 8,000 metre long arsenic-gold soil anomaly in a favourable structural setting, largely covered by sand and not drill tested.

Tampetou: at northern end of the Lontya arsenic-gold in soil anomaly. It has artisanal workings and previous drill intercepts including 19 metres @ 0.9 g/t Au and 6 metres @ 2.4 g/t Au.

Tantiabongou: Coherent gold arsenic anomaly in soil geochemistry over well defined structures.

Tiabongou: Situated to the west of Fouli, it has limited previous Anmercosa drilling.

Guitanga: Intense artisan workings in a mineralised stockwork system extending over a strike length of about 600 metres.

Kalinga: A molybdenum/arsenic/zinc anomaly adjacent to a manganese rich marker horizon, this represents a VMS copper zinc target.

The targets prioritised by PD are described in more detail below:

Fouli Prospect

The Fouli prospect is located in the south-western part of the Fouli permit and is underlain by a sequence of metasedimentary and metavolcanic rocks. Most of the area is covered by ferricrete and windblown sand. A large northwest trending area of artisanal pitting and gold panning coincides with this area. It covers a strike length of some 2,000 metres and has a width ranging from 200 to 900 metres. The artisanal miners work the base of the ferricrete at depths of between 8 and 12 metres. The gravels mined often consist of angular ferruginised rock fragments and may represent in situ mineralised bedrock. The zone of artisanal workings appears to follow a clearly defined sinuous flexure in the northwest to east-west trending structure which cross cuts the regional north-east trend (Figure 8). This is a typical dilational setting for the localisation of gold mineralisation.

Figure 8: Regional aeromagnetics Tantiabongou and Fouli permits and Fouli artisanal mining.

Anmercosa, completed two diamond drill holes (FD-01 and FD-02) and one RC hole (FUL-RC01) in the same area. No data is available for the core holes but the RC hole achieved a best intersection of 1 metre @ 2.7 g/t Au.

During early 2010, following its initial property assessment, which included geological mapping and rock chip sampling, PD undertook ground magnetic surveys of the Fouli and Watamtonga prospect areas. Each survey covered an area of approximately 30 square kilometres. Lines were spaced 200 metres apart with a station interval of 25 metres. The objective was to provide structural geological control, which in combination with geological mapping, could be used in the design of a proposed RAB drilling program.

A total of 6,102 metres of RAB drilling in 202 holes was completed at the two prospects -154 holes at Fouli and 48 holes at Watamtonga. At Fouli the holes were drilled on lines at either 200 metres or 400 metres spacing. Holes were spaced at 50 metre intervals with a few selected holes closed to 25 metre intervals. The results indicated a sinuous bedrock gold geochemical anomaly extending in a north-east direction over a distance of at least 1,700 metres. This zone is open to the north-east and is coincident with a deep seated structure interpreted from wavelet analysis and the presence of magnetic "quiet" zone. This is interpreted by the writer to be indicative of a north-east trending alteration zone. The overall control on the mineralisation is considered to be structures oriented in an east-west and east-south-east direction, following rock unit contacts.

Table 7 Significant PD - RAB* results Fouli Prospect.

Hole Number	Interval (m)	Grade g/t Au	From (m)
FORAB075	4	1.9	16
FORAB079	11	1.3	24
FORAB081	15	2.3	12
FORAB082	6	1.5	12
FORAB106	6	4.9	16

* RAB drilling results cannot be used for resource estimation and should be regarded as an indication only for the presence or absence of gold.

The best RAB results are located on the edges of the drilled area however there are outcrops of weakly altered volcanics on the southern edge indicating that there is potential for it to extend the known mineralisation to the north of the area drilled.

Watamtonga Prospect

Watamonga is situated in the northern part of the Tantiabongou permit. It is coincident with an east-north-east trending jog in the more north-east trending regional structural trend. Historic data identified a 3,000 metre long soil gold-arsenic anomaly that was coincident with this jog. The anomalous area is a strongly sheared and brecciated contact between gabbro with minor basalt to the north and a large granite body to the south. Locally the sheared greenstones are chaotic and graphitic with disseminated sulphides. Artisanal miners exploit hard rock gold mineralisation in a number of places along this trend over a distance of approximately two kilometres. Small stopes and galleries extend to depths of about 30 metres. Gold is extracted from grey quartz veins by hand crushing and concentrating using small sluices or panning.

Figure 9: Artisanal Miners' Gold Sluice at Watamtonga

PD's ground magnetic data is interpreted to identify two east-west structures, the southern of which follows the sheared margin of the gabbro/granite contact. The overall tenor of the RAB drilling at Watamtonga was weaker than at Fouli. This is understandable as RAB drilling is unlikely to provide a reasonable test where artisanal mining may have removed a large amount of near surface mineralisation.

Table 8 Significant PD - RAB* results Watamtonga Prospect.

Hole Number	Interval (m)	Grade g/t Au	From (m)
WARAB007	4	2.4	26
WARAB040	1	1.0	11

* RAB drilling results cannot be used for resource estimation and should be regarded as an indication only for the presence or absence of gold.

Aoura Prospect

This prospect comprises a north-east trending gold-arsenic soil geochemical anomaly, which extends from Fouli into the Aoura permit. Although mostly obscured by ferricrete, weathered andesite, andesitic lapilli tuff and tuffaceous schist have been identified. Artisanal diggings in hard rock occur within areas of shearing and quartz veining over a strike length of 1,500 metres and a width of 300 metres. Quartz veins are locally boudinaged and intense folding within the artisanal workings has NE trending axes. Large faults appear to crosscut lithologies.

Previous trenching by Anmercosa intersected only low gold values with a peak of 0.7 g/t Au over 2 metres. RC and diamond drilling obtained the intersections listed previously in Table 5.

CFA Belabe Prospect

CFA Belabe, situated four kilometres south of Aoura, is defined by two sub-parallel gold in soil anomalies within a coincident arsenic anomaly. The northern gold anomaly extends over a length of 2,500 metres and the southern, 2,000 metres. Both anomalies are approximately 300 metres wide. Anmercosa tested each of the anomalies with a diamond hole, CBD-1 beneath the northern anomaly and an RC hole, CM-RC1, beneath the southern anomaly. The diamond core hole intersected 4 metres @ 1.3 g/t Au from 58.5 metres depth. The RC hole intersected 14.2 metres @ 1.3 g/t Au from 87.8 metres depth.

Artisanal workings cover an area 300 by 150 metres in size within the anomalous soil zone. The diggings have exposed quartz vein stockworks in weathered andesite which is sheared over a width of at least 40 metres.

CFA Belabe presents an immediate drill target and warrants systematic drilling to test bedrock beneath the coincident gold and arsenic anomalies over a strike length of some 2,000 metres.

Bourkou-Bourkou Prospect

Situated within the Tangangari permit area, Bourkou-Bourkou is a likely extension of the Aoura trend. Two RC drill holes by Anmercosa intersected only low gold values. Hole BOU-RC2 achieved a peak value of 0.8 g/t Au over one metre.

Ramenkoura Prospect

Located south of Bourkou-Bourkou this prospect has had limited previous Anmercosa reconnaissance rock chip sampling that returned 2.9 g/t Au from a one metre channel sample across quartz veins. RC drill results are not available for this area.

Lontya Prospect

Lontya situated some 5 kilometres to the NNE of the Fouli prospect is largely covered by soil and ferricrete. The prospect area is bounded to the north-west by granite and comprises a sequence of andesite, metavolcanics, volcaniclastics and undifferentiated sediments. Regional soil sampling by Anmercosa identified several sub-parallel gold in soil anomalies. An 8,000 metre long by 1,600 metre wide arsenic in soil anomaly coincides with the higher gold values. About 50 RAB holes were drilled by Anmercosa without any major intersections reported.

Tampetou Prospect

Tampetou is located within a more structurally complex part of the greenstone belt where meta–volcaniclastic rocks form a series of fault bounded lenses within more extensive andesite units. Aeromagnetic data is interpreted to indicate fault splays striking in a general east-north-east and north-east direction. Artisanal workings are widespread.

The prospect located at the northern end of the Lontya arsenic gold anomaly and was covered by Anmercosa soil sampling. Gold in soil anomalies extend over an area of 4,000 by 2,000 metres within an even more extensive arsenic in soil anomaly. The arsenic anomaly covers most of the outcrop of the fault bounded meta-volcaniclastics.

The soil anomalies were extensively RAB drilled (Anmercosa) to an average depth of about 30 metres. The drilling identified an anomalous zone extending over an area of 200 by 400 metres.

Anmercosa completed more than 40 RC drill holes, apparently targeting specific geological features and also included two long fences of holes across strike. The majority failed to intersect significant mineralisation. No RC drilling tested the south-eastern part of the prospect where the best RAB results were achieved and the strike extension remains open to the south-east.

In one small part of the prospect, a series of RC holes and one diamond drill hole (RC-40 to RC-43 and HL9/TR1) intersected gold mineralisation over a strike length of 200 metres. The mineralised zone trends parallel to a north-northeast structure. The best drill intersections were 19 metres @ 0.9 g/t Au in RC-43 and 5 metres @ 1.1 g/t Au in HL9/TR1 at the bottom of the core hole. This zone of mineralisation remains open at depth and to the north and south.

Tantiabongou Prospect

Granite occupies the central part of the Tantibongou permit area. Greenstones host the Watamtonga prospects on the northern side and the Tantiabongou prospects on the southern side. The latter straddles the boundary of the Tantiabongou and Fouli permits to the north-west of the Fouli prospect and extends westwards along a granite contact to Tatiabongou West. Minor artisanal workings are present and a very coherent gold-arsenic soil anomaly follows the sheared contact zone.

Tiabongou Prospect

Tiabongou is situated within the Tantiabongou permit to the west of the Fouli prospect. Anmercosa completed a single 800 metre long north-south trending line of reconnaissance RC drilling on the southern flank of a gold-arsenic soil anomaly. No results are available.

Guitanga Prospect

Intense artisanal workings targeting stockworked quartz veins in metasediments extend over a strike length of 600 metres. Anmercosa reported a best rock chip value of 4.7 g/t Au from a 0.7 metre wide quartz vein. Only two RC drill holes were completed at this prospect but no results are available.

Kalinga Prospect

At Kalinga, a north-east trending manganese horizon is located at the contact between metasediments and volcanicastics. Anmercosa covered the area with soil geochemistry and outlined an anomaly approximately 1,800 metres long. Anmercosa sampled the manganese horizon with 96 soil samples and 46 rock samples. The target was Volcanogenic Massive Sulphide (VMS) deposits (lead-copper-zinc). Elevated values of copper and zinc were returned ranging up to 1,352 ppm copper and 527 ppm zinc.

Sirba, Madyabari and Tamfoagou

Geology and Mineralisation

These permits cover approximately 40 kilometres strike length of the Fada N'Gourma Greenstone belt, in the vicinity of the Sirba River. The greenstone belt appears to be deformed by the presence of syntectonic granites and granodiorites such as the Balpoa Granodiorite. Mafic rocks such as gabbro form significant outcrops as distinct ranges of hills. Large areas of the permits are low lying and bedrock geology is obscured by a thin veneer of soils and alluvial gravels, which often overlies a thin lateritic duricrust. Ferricrete forms some topographic highs in a low breakaway topography.

The underlying Birimian bedrock contains a sequence of mafic to felsic rocks and associated volcano-sedimentary sequences that consist of acid tuffs, graphitic tuffs, cherts and meta-pelitic rocks. Shearing is common and strike parallel and cross cutting (NW trending) dolerite or diorite dykes are interpreted in aeromagnetic data.

The presence of gold mineralisation is confirmed by artisanal workings in both alluvial gravels and bedrock.

Exploration History

Previous exploration of these areas was carried out by a number of companies including, in 1995, Placer Dome and Outokumpu Limited in association with Massako SARL, Emerging Africa Gold Inc (EAG) between 1996 and 1999, Sanu Resources (Sanu) in 1999 and 2000 and Ashanti Goldfields Corporation (Ashanti) in 2001. In 2005, Birrimian BVI Ltd was granted the tenements and undertook a detailed data compilation of previous work which included digitising the data into Arc View GIS format. Birrimian carried out geological mapping and rock chip sampling (191 samples) together with regional soil sampling (4,800samples) over 75% of the Sirba-Madyabari permit area.

Placer Dome/Outokumpu undertook an extensive stream sediment sampling program, which outlined a number of gold anomalies within the greenstone belt. Placer identified a northerly trending zone in proximity to the villages of Tamfougou and Bassieri and named this zone the Bassieri Structure. The most detailed exploration for gold on the tenement area was carried out by EAG from 1995 to 1997 within Massako's Piela permit area. Between 1995 and 1997, EAG completed high resolution airborne magnetic and radiometric surveys and interpretation of data supported by air

photo geological interpretation. This data formed the basis for grid based soil geochemical sampling over the area. A number of targets were identified, most of which were coincident with existing artisanal workings. EAG prioritised testing of four main prospects; Prospect 71, Dave, Laterite Hill and Tambifwanou. The soil geochemistry also outlined the Madyabari prospect, which lies along the same structural corridor as the other priority targets.

Following a trenching program, on three of the prospects a total of 81 RC drill holes were completed for some 4,000 metres. The drilling did not test below 50 metres from surface and results were generally low and did not appear to outline any major zones of near surface gold mineralisation, although some significant intercepts* were recorded:

Dave Prospect:

Dave RC-8		5 metres @ 5.9 g/t Au from 13 metres
and		5 metres @ 6.0 g/t Au from 20 metres
Dave RC-17		2 metres @ 9.4 g/t Au from 41 metres
Dave RC-2		10 metres @ 2.4 g/t Au from 40 metres
Prospect 71:
71RC-1		4 metres @ 14.6 g/t Au from 23 metres
71RC-6	10 metres @	2.5 g/t Au from 2 metres
71RC-20	2 metres @	7.5 g/t Au from 33 metres
Laterite Hill Prospect:

LatRC-6	18 metres @ 2.4 g/t Au from 1 metre
LatRC-12	5 metres @ 2.3 g/t Au from 6 metres
Lat RC-25	13 metres @ 1.6 g/t Au from 37 metres

* Complete historical data and QA/QC information is not available to support these quoted intersections and it is our opinion that this data may not be used for resource estimation and should be viewed as merely an indication for the presence or absence of gold.

EAG abandoned their holdings in Burkina Faso prematurely because of other priorities.

In 1998, Anmercosa undertook reconnaissance trenching across a number of prospects during an evaluation of EAG's property. Anmercosa reported that in many instances trenching was ineffective due to the presence of lateritic gravels and overburden. At Laterite Hill, the best trenching result was 27 metres @ 1.5 g/t Au. Trenching at Prospect 71 showed eight parallel gold bearing veins where the wall rock around the veins was mineralized over widths of one to three metres with grades of between 1 and 4 g/t Au. It is assumed Anmercosa declined further interest in favour of their other Burkina Faso project at Fouli, described previously

From 1998 to 1999, exploration in the area was undertaken by Sanu, working under a strategic alliance with Avgold Limited. Sanu undertook a high resolution airborne magnetic and radiometric survey and regional litho-structural mapping. Based on the aeromagnetic data a 1:50,000 geological and structural interpretation was prepared by A. Nebie. . This work concluded that the best targets were in the vicinity of areas of extensive artisanal workings. The prospects within Sanu's Piela permit that correspond to the present day holdings are Madyabari, Bassieri, Dave, Nimfogma, Prospect 71, Gabbro Hill 1 & 2, Tambifwanou and Dyapwargou. Sanu do not appear to have undertaken any significant ground based work and certainly no drilling. For example, Sanu reported mapping and sampling at Madyabari returned 14 rock chip samples with a maximum value of 2 g/t Au from white quartz with the general range of 0.1 to 0.3 g/t Au. At Prospect 71, 13 samples returned a maximum of 11.9 g/t Au from iron stained white quartz with the general range of values 0.04 to 0.9 g/t Au.

In 2000, Sanu entered into a 3 month due diligence period with Ashanti whereby Ashanti funded regional soil sampling, including infill work over seven prospect areas including Dave, Prospect 71 and Nimfogma. Ashanti collected a total of 1,532 soil samples. They concluded that "the dilation zone model from the Balpoa Granodiorite, mentioned by Avgold appears to be right" and reported soil values for gold of up to 376 parts per billion (ppb) were returned in the vicinity of the intrusive body. Ashanti commented that all results in areas close to the Sirba River were less than 25 ppb, "probably because of the predominance of alluvium". They concluded that the results did not justify entering into a joint venture with Sanu. No further work is reported and in due course, Sanu relinquished the Piela permit area.

The Birrimian tenements were granted in 2005. Previous data from other company exploration programs were compiled and analysed using a geographical information system (GIS). A number of the prospects were field visited and limited sampling was undertaken to confirm previous results. Based on its review of previous work, Birriman prioritised four prospects, all of which lie along a well defined NE trending structural corridor. These are as follows:

Dave:	Ten economic grade and width RC drill intercepts over a strike length of 500 metres.
Prospect 71:	500 metre long gold in soil anomaly with RC drill intercepts.
Laterite Hill:	700 metre long gold in soil anomaly with RC drill intercepts.
Tambifwanou:	2,000 x 200 metre gold in soil anomaly reported, but not drill tested.

Over two field seasons in 2007 and 2008, Birrimian completed two phases of field work.. Field operations were carried out by Epsilon Gold, a geological services company based in Ouagadougou. The work included prospect scale geological mapping at Pamdiega, Kounenga and RT Koundi. Birrimian's work culminated in an extensive grid based soil sampling program covering approximately 75% of the Sirba and Madyabari permit areas. A combined total of 4,850 soil samples and 191 rock chip samples were collected. A threshold value of 25 ppb was established and 285 samples returned values above this level. The geochemical data were interpreted as representing a set of six coherent gold anomalies These are:

Pandiega (Prospect 71 area) RT Koundi (Dyapargou/Laterite Hill and Tambifwanou area) Gabbro Hill Kounenga (Dave and Ninfogma area) Sirba Bongou North and South

Newmont reviewed the Birrimian project in 2008 but declined further interest. Newmont's work included bulk leach extractable gold (BLEG) analysis of 40 stream sediment samples (average 4.4 ppb Au, two highest; 16.25 and 14.5 ppb Au) and two soil sample grids. The better soil results were achieved at Madybari, including two samples at 1.0 g/t Au and two additional samples at 217 and 218 ppb Au respectively.

By late 2008 ElDore Mining Corporation Limited of Perth Western Australia had acquired Birrimian Pty Ltd and its fully owned subsidiary Birrimian BVI Ltd. ElDore carried out its work on the permits through Birrimian BVI Ltd. On 8th January 2010 ElDore joint ventured its Birrimian properties to Predictive Discovery Limited.

PD further compiled and assessed Birrimian's digital data.

Wavelet analysis of aeromagnetic data from the former Piela permit area showed that the key prospects in the Sirba– Madybari-Tamfoagou area were; Prospect 71, Djoamanga, Laterite Hill, Dave and Madyabari. These prospects all lie within the same structural corridor and adjacent to a major NW trending "break" in the form of a semi regional dolerite/ diorite dyke (Figure 10).

Figure 10: Results of wavelet analysis of high resolution aeromagnetic data.. Note the clear delineation of north-east trending structures, cross cut by north-west oriented probable dolerite-filled fractures.

PD's field work at Sirba-Madyabari has included reconnaissance geology, detailed 1:10,000 prospect scale mapping and rock chip sampling supplemented by trenching:

Prospect 71

A smaller, sub-parallel anomaly lies immediately to the west and extends for about 1.7 kilometres. It returned a peak value of 39ppb gold. A number of smaller anomalies in the south of the prospect area parallel east-west and north-east trending structural features. Most of the soil anomalies are located on ferricrete or in areas of thick soil and colluvium where basement geology is covered.

A number of artisanal mining sites exist in the area. Some of these, such as the Pamdiega workings, are centred on steep north-south trending structural features expressed as quartz veins and stockworks, hosted in sheared and altered metavolcanics. Gold mineralisation previously intersected in shallow RC drilling, has been reported at Prospect 71.

Djoamanga Prospect

Djoamanga is situated approximately three kilometres south-west of Laterite Hill, at about the same locality as EAG's Tambifwanou prospect which "connects Prospect 71 to Laterite Hill/Dyapargou".

Samples from a 36 metre trench at Djoamanga, returned 18 metres at 1.0 g/t Au including 6 metres at 2.7 g/t Au. Anomalous values (0.1-0.4 g/t Au) persisted into the northern end of the trench, indicating that the mineralised system is open in that direction. The prospect is mainly obscured by ferricrete. Sheared mafic volcaniclastics have been noted in artisanal workings which follow an approximately one metre wide milky white quartz vein striking 050˚.

Laterite Hill Prospect

This prospect comprises gold in soil anomaly which extends for about two kilometres in a north-west sourth-east direction and is up to 1.3 kilometres wide. Birrimian previously reported peak values of 339 and 209 ppb gold. This group of anomalies lies on an alluvial plain where residual ferricrete forms a distinct hill. On the flanks of the ferricrete, there is artisanal mining.

Figure 11. Laterite Hill prospect in the Sirba permit. Note Artisanal workings and ferricrete capping the hill.

The key section of the prospect is defined by a 3.5 kilometre long and approximately 250 metre wide, silicified shear zone which is located between felsic volcaniclastics to the west and intrusive gabbro/pyroxenite to the east. It strikes at approximately 0550 and is obscured both in the north and south by the Sirba River and its tributary stream. Mapped shears have orientations between 0400 and 1000 and the regional foliation is 0700. Gold anomalies mostly coincide with ferruginous volcaniclastics. Several north-west trending fractures create zones of structural complexity, which coincide with numerous gold soil anomalies.

Two trenches, totalling 106 metres in length, were completed by PD in 2010. Anomalous values (0.1-0.9 g/t Au) were encountered in each trench indicating that the gold-bearing system is open to the south under thicker alluvial cover. The eastern trench also recovered 2m at 8.4 g/t Au near its northern end.

Madyabari Prospect

Ferricrete and alluvium cover much of the Madyabari prospect. Basaltic rocks and mafic intrusive along with some metasediments and numerous quartz veins, are exposed on the flanks of the ferricrete plateau. These exposures are commonly the sites of artisanal workings.

115 soil samples collected by PD in the Madybari area returned weak to moderate gold anomalism (20-70ppb) on all lines with one high value of 664ppb Au. Sampling was however restricted to areas of shallow (<1m) weathered bedrock. Elsewhere, where cover is deeper, more than half of the grid remains unsampled.

Tamfoagou Permit Application

At Tamfoagou, aeromagnetics/wavelet analysis by PD was interpreted to indicate that a north-west trending country-scale "break" underlies the area. Local aeromagnetic data and detailed wavelet analysis also showed a continuation of the greenstones and structures NE from Madyabari into what was open ground. Regional radiometric data indicated a potassium (K) low along the axis of the permit area, supporting interpretation for the presence of greenstones rather than granite.

The only historic work on this area was an extension of the Ashanti Madyabari soil grid and aeromagnetics for the Piela permit area. Field appraisal has confirmed the presence of mafic volcanics where the regional map indicates granite. The area is low lying with a large amount of alluvial and sand cover and amenable to exploration by RAB or auger geochemical drilling to follow up structural interpretation.

Previous Expenditures

Previous expenditures are not available due to the lack of available reports. Expenditure would have been in the vicinity of millions of US dollars. For example, the one existing Anmercosa report documents expenditure of US\$1,080,000 for the year 1995-1996, its first year of operation on the Fouli project. Three Birrimian reports provide the following expenditures respectively; 72,198,705CFA, 72,198,705CFA and 235,951,548CFA. Using an exchange rate of 500CFA to the US\$ then these amounts total US\$760,698.

Bonsiega Exploration Strategy

PD have provided a sound exploration strategy for the Bonsiega Project (Fouli-Tantiabongou-Aoura-Tangangari and Sirba-Madyabari-Tamfoagou permits) within the Fada N'Gourma Greenstone belt. PD's use of wavelet analysis provides "state of art" structural data from aeromagnetic data and their computer fluid flow modelling will provide drill targets when a robust geological model can be constructed from mapping along with aeromagnetic data. Utilising its technology in this manner allows PD to rapidly delineate targets which may have significant gold mineralisation.

PD's technical approach is strongly augmented by standard exploration methodologies. Geological mapping and field evaluation has revealed large areas of relatively shallow alluvial cover and/or transported laterite (ferricrete), neither of which are a reliable soil sampling medium. Previous detailed soil geochemistry is considered not to have been definitive. Following the example of other recently successful Australian explorers in West Africa (e.g. Ampella Mining Limited and Azumah Resources Limited), PD intends to collect weathered bedrock samples using a vehicle-mounted power auger to penetrate through transported cover.

Five prospects are prioritised for immediate exploration: Fouli and Fouli NE, Watamonga, Prospect 71, Laterite Hill, Djoamanga and Madyabari.

At Fouli and Watamtonga, soil sampling, rock chip sampling, ground magnetics, wavelet analysis and RAB drilling have been completed. At Fouli, there is also prior Anmercosa RC and diamond drilling. The results at Fouli indicate a somewhat sinusoidal bedrock gold geochemical anomaly extending in a north-easterly direction over a distance of at least 1,700 metres. This zone is open to the north-east and is coincident with a similar trending magnetic "quiet" zone, interpreted by the writer to indicate a hydrothermal alteration zone. It is possible that individual ore lenses are oriented east-west or east-south-east, parallel to strike. Follow up by RC or diamond drilling is planned. Bedrock sampling using a power auger rig, will test for further extensions of the north-eastern and western extension of the RAB anomalous zones and is planned to commence immediately after the rainy season. It is anticipated that this will provide additional drill targets.

Figure 12: Fouli Ground Magnetic Image showing drill holes and artisanal workings. Figure 26

To the north-east of Fouli, towards Lontya and Tampetou, there is widespread transported laterite (ferricrete) cover with patchy anomalous gold soil values. The lack of consistent residual soils is believed to render previous exploration results unreliable. PD propose a detailed (100m line spacing) aeromagnetic program to assist with geological and structural interpretation. This program is scheduled for October 2010.

At Watamtonga, along the approximate two kilometre long zone of active artisanal workings and soil anomalism, the overall tenor of PD's RAB drilling was weaker than at Fouli. In view of the extensive artisanal mining down to depths of 30 metres, it is likely that testing the zone will require deeper RC drilling. As there is an apparent association between gold mineralisation and disseminated sulphides, Induced Polarization (IP) geophysics is recommended as a suitable tool to assist target definition.

At Prospect 71, Djoamanga and Laterite Hill, wavelet analysis is interpreted to suggest that gold is potentially related to a complex zone of north-west trending structures, linking the major north-east trending regional shear zones. Subject to confirmation by trenching, re-drilling at a south-west azimuth may preferentially sample these cross structures whereas, it is possible that previous drilling may have missed the mineralisation because it was directed along the strike of mineralized veins. The opportunity for PD is to re drill in the new azimuth.

Bonsiega Project Work Program An important phase, which is in progress at the time of writing, consists of geological mapping of the highest priority areas to provide factual data for prospect scale geological interpretation. This work is aimed at assessing both the bedrock geology and the nature of the regolith in the target areas.

High resolution aeromagnetics flown on 100 metre line intervals is proposed for the Fouli NE area extending to the Aoura and Tangagari permit areas. Processing and interpretation of the new data, supplemented by the detailed geological information, is expected to identify drilling targets.

A key objective is to employ Predictore™ technology utilising the detailed aeromagnetic and geological data to identify the highest priority targets for RC drilling. A program of over 2,000 metres of RC and/or diamond drilling is scheduled for the Fouli prospect in early 2011.

A geochemical sampling program over six months is planned to cover the Fouli NE area and will be undertaken using a vehicle mounted power auger. The geochemical sampling will be focused on structurally significant zones in the mapped area. Following auger geochemistry at Fouli NE, the second phase of exploration will focus on structurally significant zones - particularly EW features in the worm map through Prospect 71 to Dave and Madyabari. Where possible, weathered bedrock or saprolite will be sampled by auger drilling. However, where this is not possible, and in order to generate data to enable follow up by RAB, some BLEG soil sampling may be carried out. Trenching will also be undertaken where local structural information is required.

The third phase program will consist of ongoing geochemistry, focused mainly in the eastern two permits and additional auger geochemistry aimed at firming up RC and diamond drill targets in the highest priority areas indicated by the earlier work.

The proposed exploration expenditure of \$2,900,000 over the initial period to the end of June 2012 is considered to be consistent with the potential of the Bonsiega Project for the planned program. The budgeted expenditure is also considered sufficient to meet the minimum statutory expenditure commitments on the tenements and satisfy the earn-in requirements on the ElDore Joint Venture.

TYEKANYEBI

PD's country scale project generation utilised publically available spatial data combined into a large GIS database together with wavelet processing of aeromagnetic data. This work revealed a series of probable deep structures that appear to have controlled the location of large gold deposits. Based on these data sets application was made for the Tyekanyebi permit. Tyekanyebi is situated in the Manga-Sebba belt which runs in a NE direction to and past the border with Niger to the large scale Tera and Koma Bangou artisanal workings.

Location

The permit area is accessible by a combination of good quality sealed roads eastwards 230 kilometres from Ouagadougou to the town of Fada N'Gourma and then northwards approximately 200 kilometres by well maintained laterite gravel roads, thereafter access is via gravel roads and village tracks from the town of Sebba (Figure 1).

The region is a vast peneplain lying between 220 and 300 metres above sea level. Laterite capped hills in the area are commonly oriented NE-SW and rarely exceed 100 metres in height. The area is drained by two intermittent streams the Faga and Yali, tributaries of the Sirba River. The terrain is typical savannah with vegetation of grass mats and thorn bushes. The inhabitants of this area are mostly Fulani; they are farmers and animal breeders.

Geology

Tyekanyebi lies on an interpreted NW trending basement structure (Figure 5) selected by PD based on its proprietary technology utilising wavelet analysis to facilitate the identification of deep seated crustal breaks likely to source significant gold deposits. The main structural trends are NE as expressed by the lineation of schistose zones within local gneissic rocks, particularly adjacent to the contacts between the gneiss and intrusive diorite bodies. The Birimian metasediments are strongly folded, with tight isoclinal folds with subvertical axes. The cleavage trends NE and is subvertical. Folds belong to two generations: P1 folds corresponding to syn-metamorphic isoclinal folds and P2 folds which are wider and extended to a kilometre scale. Joints, fractures and faults running parallel to the fold axes are associated with numerous veins and stringers of quartz.

Birimian lithologies at Tyekanyebi include rhyolite and dacite; tuffaceous schist, mafic lavas and intrusives together with marginal quartz diorites, and granodiorites.

Figure 13: Tyekanyebi Geological Setting

Mineralisation

At Tyekanyebi there are no reported drill results and field observation has failed to find any evidence of previous company drilling. The volcanic belt in which the permit lies extends into Niger where significant gold deposits are known i.e. the 300,000oz Koma Bangou deposit, reported to be the largest artisanal working in Niger (sources: Semafo website and Mbendi.com, respectively).

Exploration Potential

The presence of widespread artisanal mining, particularly across the border in Niger, together with the inferred presence of a major crustal break, point to the potential for the area to host bedrock gold mineralisation. Within the permit area there is room for a substantial deposit.

Exploration Strategy

PD has provided its exploration strategy for the Tyekanyebi area within the Manga-Sebba Greenstone belt.

PD uses wavelet analysis to interpret structural trends from aeromagnetic data and this process led to the Tyekanyebi permit application. Similarly Predictore™ technology provides for drill targeting when geological data can be modelled with aeromagnetic and/or gravity data. Utilising its technology in this manner allows PD to rapidly delineate targets for significant gold mineralisation.

The proposed work program will consist of the following:

• 1. Geological mapping of outcropping geology and study of existing drill core.
• 1. Aeromagnetic survey to cover the key parts of the permits to outline areas of prospective geology and to generate an interpretative geological map.
• 1. Reconnaissance power auger geochemical surveying of weathered bedrock over target areas.
• 1. Use of Predictore™ technology to identify high priority drill targets.

The objective is to identify drill targets that can be tested before the next wet season (July 2011).

BOUSSOUMA

The Boussouma permit lies 80 kilometres directly NE of Ouagadougou and covers an area of 116 square kilometres about the town of Korsimoro. Access is via a good quality sealed road from Ouagadougou to Ziniare-Korsimoro. From Korsimoro there are a number of roads and tracks to various parts of the permit area but access to the west is difficult due to hilly terrain.

Boussouma was selected using the Predictore™ methodology applied to aeromagnetic data. A very large inferred north-west trending structure is interpreted to pass through the area. This type of deep seated crustal break may source significant gold deposits. The permit lies within the SE part of the Boromo belt known as the Goren segment. This highly productive belt hosts the Tongan and Talsaka gold mines and the advanced Bissa Hill Project.

Figure 14: Boussouma Geology

Geology

The Birimian greenstones within the Boussama permit area comprise metabasalts and metavolcanics and volcaniclastics together with rhyolite and tonalite. There are two preferred structural trends, NE-SW as observed in the deformed metabasalts and metavolcanics and E-W, representing the contact between rhyolite and volcaniclastics. The southern part of the permit is underlain by rhyolite. The rhyolite is massive and cut by NE-SW fractures. To the east quartz veining is common along the contact between the rhyolite and the volcaniclastics. There are known artisanal workings in the area and the host geology is permissive for the discovery of gold resources.

Mineralisation

There are no reports of drilling at Boussouma however there is a prominent rhyolite body extending through the area, on the contact of which a substantial RC drilling program is being conducted by High River Gold Ltd in a neighbouring permit to the east. A white quartz vein in this locality this area extends eastwards and thins to about 0.7 metres where former artisanal workings predominate. The topography of the southern two thirds of the permit is flat beside a substantial tributary of the Nakambe River. The alluvial flats may conceal bedrock gold mineralisation.

Previous Work

Work undertaken within the European Union financed 1:1,000,000 scale regional mapping program of Burkina Faso (SYSMIN PROJECT-2003) includes a regional stream sediment geochemical program covering a major part of the Boromo belt. The results of this survey clearly identify an extensive anomalous trend extending NW from Boussouma through High River Gold Mine's Bissa Hill deposit to Cluff Gold plc's Kalsaka Gold Mine situated 60 and 110 kilometres respectively from Boussouma.

Exploration and Evaluation Strategy

No significant records of previous work are to hand and field inspection has failed to find signs of previous company drilling. Within the same greenstone belt situated some 60 kilometres to the north-west, High River Gold Ltd are developing their Bissa Deposit. High River Gold are also actively drilling in the adjoining Tiegana permit which covers an extension of the same lithologies that are present at Boussouma. Given the prospectivity of the region PD have sufficient encouragement to undertake exploration of this area. The initial work plan is to complete aeromagnetic coverage of the permit area. Geological mapping and power auger geochemistry will be focussed on targets identified from the magnetic data.

AUSTRALIA – BENMARA JOINT VENTURE

Introduction

The Benmara Project Joint Venture is located in the Northern Territory on Benmara Pastoral Station, approximately 200 kilometres south-south-east of the McArthur River Lead-Zinc mine, some 900 kilometres south-east of Darwin. Access to the tenements is good during the dry season. From Darwin, road access is via the sealed Stuart Highway to Daly Waters, then via the Carpentaria Highway to the Tablelands Highway, then via the gravel roads to Calvert Hill and Benmara. From Townsville, road access is via Mt Isa and the Barkly Highway to the Tablelands Highway and as before. The tenements cover part of the western extension of the Westmoreland Conglomerate adjacent to the Murphy Inlier. The Westmoreland uranium deposit is situated some 120 kilometres to the east of Benmara in the same stratigraphy which straddles the Northern Territory-Queensland border.

The climate is sub tropical, with wet summers and warm dry winters. Average rainfall over the past 26 years is 923mm per annum, of which almost all falls between the months of December and March. The area has an average annual temperature of around 19°C, however extremes of 0°C and 46°C have occurred.

A farm-in Heads of Agreement with Lagoon Creek Resources Pty Ltd (LCR), a wholly owned subsidiary of Laramide Resources Ltd (Laramide) of Canada was signed by PD in June 2010. In accordance with the agreement, PD may earn a 51% interest by incurring \$2 million expenditure within a 4 year period, subject to committing to a total of \$300,000 of exploration expenditure including a minimum of 1,000 metres of drilling or an otherwise agreed field exploration program by 1st March 2011. Laramide's main focus is the advancement of its Westmoreland Uranium Project in Queensland. In the 2009 Annual Information Form (Available on SEDAR- Canadian Securities Administrators website), Laramide notes that in 2009, Mining Associates of Australia completed a NI 43-101 compliant Technical Report that showed the Westmoreland deposits have an indicated resource of 36.0 million pounds @ 0.089% U3O8 and an inferred resource of 15.9 million pounds @ 0.083% U3O8.

The target for PD is unconformity-related uranium mineralisation, formed where favourable redox boundaries controlling uranium deposition may have occurred. These could either be within the Murphy Inlier or at contacts between Westmoreland Conglomerate and rocks of the Murphy Inlier, Siegal Volcanics or intrusive dolerites.

Tenements

The project area comprises two exploration licences EL's 24645 and 24666, Benmara North and South respectively. These licences cover an area of 698 square kilometres. PD has requested the Aboriginal Areas Protection Authority (AAPA) to provide a certificate in regards to unmapped sites of cultural significance in areas where PD plans to drill.

Both tenements lie on granted pastoral leasehold (Benmara Station). The company will be required to submit an MMP (Mine Management Plan) application for permits to clear tracks and drill sites.

The AAPA, on behalf of Lagoon Creek Resources, conducted a search of its records within the tenement areas in order to identify any previously mapped areas of significant cultural importance to traditional landowners.

Regional Geological Setting

The Benmara project is located at the western part of the Murphy Inlier, which is considered analogous to the Alligator Rivers Uranium Field. It is in an area where the shallowly-dipping mid-Proterozoic unconformity that is associated with large deposits like Jabiluka and Ranger, lies under thin sand cover. Regional geophysical datasets show that the area also has abundant faulting and dolerite dykes of a style similar to that which hosts mineralisation further to the north and east.

The Murphy Inlier is a mid Palaeoproterozoic, east-west trending basement ridge. This tectonic feature, some 200 kilometres long by 20-230 kilometres wide, extends beneath Cretaceous sediments in the east, and is partly covered by Neoproterozoic sediments and alluvium in the west. The Inlier consists of metasediments (Westmoreland Group), late orogenic granitoids and co-magmatic Siegal Group felsic volcanics. It represents an active, long-lived tectonic remnant of the North Australian Craton. The western part of the sequence abuts the Nicholson Granite Complex. The key mid-Proterozoic unconformity lies under the Westmoreland Conglomerate. The oldest rocks below the unconformity are the Murphy Metamorphics, a sequence of variably carbonaceous metasediments and quartzite. To the east these are overlain by the felsic Cliffdale Volcanics. The Nicholson Granite is broadly coeval with the Cliffdale volcanics.

Local Geological Setting

Much of the Benmara area lies beneath cover of early Cretaceous and early Cambrian fluvial deposits. Complex syn- and post-depositional faulting and uplift have partitioned the western portion of the Murphy Inlier and the Leichhardt-Calvert basin successions into three distinct tectonic domains, with varying implications for potential uranium metallogenesis and exploration methodologies.

The central Benmara area comprises a north-west elongated horst block of basement granitoid and metamorphic rocks. A complex, discontinuous and conjugate east-north-east- and north-west -trending fault and fracture pattern is similar to the main areas of mineralisation in the Westmoreland uranium field. Rock units susceptible to chemical weathering, such as granite, basaltic volcanics and dykes, are poorly exposed. Nevertheless, sporadic outcrops, and geophysical magnetic survey data show that a cover of Westmoreland Conglomerate and Seigal Volcanics extends over the northwestern part of the older metamorphic and granitic rocks of the Inlier.

Further north, the tenements cover part of a west-north-west trending ridge, informally called the Seigals Tectonic Ridge. This ridge is largely covered by a veneer of lateritised soils, alluvium and Cretaceous sediments, however from limited rock outcrops and aeromagnetic data, it is possible to infer the presence of shallow basement with overlying Westmoreland Conglomerate and Seigal Volcanics. The ridge appears to have favourable lithological and structural criteria for uranium mineralisation.

In the southwestern part of the tenement area, beneath shallow (~20 metres) alluvial cover, the graniticmetasedimentary basement has been intruded by the Benmara Alkaline Igneous Complex which ranges in composition from pyroxenite and monzogabbro to syenite and trachyandesite. In the same area, numerous small alkalic/basaltic diatremes of younger age are present in the basement and adjacent basin sediments.

Figure 15: Benmara Geological Setting

In summary, the western Benmara part of the Murphy Inlier is extensively present beneath shallow alluvial cover, with litho-structural characteristics similar to the main uranium field at Westmoreland. In addition, the uplifted Seigals Tectonic Ridge across the northern tenement may have similar potential.

History

Benmara is located in a region known as the Gulf Country, which includes the southern shores of the Gulf of Carpentaria and the country around the many rivers that flow into the Gulf of Carpentaria. It is the largest tropical savannah region in Australia, with an area of 425,000 square kilometres. Pitchblende was found in the Pandanus Creek area of the Northern Territory in 1955 by prospector R.T. Norris and mined in the late 1950s. The Westmoreland Project was discovered by Mount Isa Mines in 1956 and later in the same year, the Australian federal government Bureau of Mineral Resources (the BMR) commenced an airborne scintillometer survey, making the results available to private industry.

Exploration by various companies through the next 15 years discovered numerous other deposits and prospects spread over a 50 km area straddling the Queensland-Northern Territory border. Notwithstanding the uranium prospecting, a great deal of historic exploration was also focused on diamond and base metals.

Previous Exploration

Following the 1950's prospecting phase, systematic modern company exploration increased during the 1970's. Exploration was undertaken in the region by a number of companies including Esso Australia, Noranda, Union Oil and Otter. Work included airborne radiometric surveys, ground follow up and rock chip sampling, as well as groundwater sampling from existing water bores. Limited percussion and diamond drilling of specific radiometric anomalies and shallow reconnaissance drilling along tracks, was also undertaken. No significant uranium deposits were discovered. Based on their hydrological and geological settings, Ahmad (1987) classified uranium occurrences on both sides of the Northern Territory–Queensland border into five types. . Within each type, the Westmoreland Conglomerate was considered to be the most permeable unit in the local geology:

• Type A: At the reverse-fault contact between the Cliffdale Volcanics (hangingwall) and Westmoreland Conglomerate (Type A1), or at the contact between the Seigal Volcanics and the conformably overlying Westmoreland Conglomerate (Type A2).
• Type B: Near a contact between impermeable vertical mafic dykes and the Westmoreland Conglomerate.
• Type C: Hosted by the Cliffdale Volcanics, beneath an exhumed unconformable contact with the overlying Westmoreland Conglomerate.
• Type D: Hosted by fractures in the Seigal Volcanics, at some distance above the contact with the Westmoreland Conglomerate.
• Type E: Hosted by the Murphy Metamorphics.

Figure 16: PD's Priority Target Areas Benmara

Three Type E occurrences, situated in faults and fractures in the Murphy Metamorphics (Anomalies 1, 30 and 4901), were tested by drilling and returned "minor mineralisation" (Ahmad and Wygralak 1989). The host rocks are metamorphosed ferruginous shale and siltstone. Stockdale Prospecting, BHP, Rio and Ashton mining carried out the majority of exploration within the area post 1980's and this exploration was mainly focused on diamonds.

Lagoon Creek Resources had the radiometric and magnetic data, previously flown by the BMR. Initial reconnaissance work was undertaken as well as the collation and review of previous exploration activities. A ground scintillometer (radiometric) survey was undertaken, on the basis of targets outlined by geological outcrop mapping, together with stream sediment, soil, and rock chip sampling.

Exploration Potential

Previous work by Lagoon Creek Resources identified eight targets within EL 24645 and five targets within EL 24666. Some of these will form part of the initial follow-up planned by PD. PD's highest priority is mapping the basement area in EL's 24645 and 24666. The objective is to identify basement faults, ideally with associated lithologies that might represent reduced rock types e.g. graphitic sediments/shears or mafic volcanic. These locations are where uranium mineralisation might have accumulated close to the unconformity with the more permeable Westmoreland Conglomerate.

Table 9. Lagoon Creek Targets in EL24645

Target	Features
1	Airborne U radiometric anomaly, scattered U occurrences, extensive alteration and anomalous previous exploration results, numerous regional surfaces and structural intersections.
2	Airborne U radiometric anomaly, structural fold closure with regional unconformity
3	Airborne U radiometric anomaly in cover sequence
4	NW trending fault within Westmoreland Conglomerate (under cover). Unconformity with moderate U radiometric response.
5	NE trending dyke (interpreted from aeromagnetic data) crosses Westmoreland Conglomerate unconformities.
6	NW trending fault in contact with Westmoreland unconformity, minor U radiometric anomaly
7	Structural intersection on lower Westmoreland unconformity, left lateral shearing
8	Faulted and folded upper Westmoreland unconformity and intersection of NW trending fault. Anomalous U radiometric response in post mineral (claypan) cover sequence.

Table 10. Lagoon Creek Targets in EL24666

Target	Features
1	Airborne U radiometric anomaly, structural intersection of NW and NE-E oriented faults in Murphy Metamorphics, unconformity.
2	Airborne U radiometric anomaly, structural intersection, regional unconformity
3	NW trending crosscutting fracture associated with possible Murphy Metamorphics, weak and scattered U radiometric response.
4	NW trending fault within Murphy Metamorphics (under cover). NW trending linear - possible dyke.
5	NE trending fracture intersecting Murphy/Cliffdale unconformity.

The Benmara project is considered highly prospective for high grade unconformity uranium mineralisation. The project lies along strike from the Westmoreland uranium deposits of Laramide Resources, and is part of an area of active uranium exploration.

The East Alligator Uranium deposits, together with the deposits of the Westmoreland area in Queensland, are now interpreted to be closely related to one another in terms of their age, uranium sources and fluid compositions (Polito et al, 2006). It is suggested that the Westmoreland uranium field, as well as hosting unconformity and redox style mineralisation might also be prospective for basement-hosted uranium deposits where suitable structural and chemical traps can be found.

Uranium mineralisation has been recognised in the Murphy Inlier region in numerous structural and stratigraphic positions in five types of occurrences. These were classified by Ahmad in 1987 into Types A1 and A2, through to type E, as discussed above.

Recent work reported by Laramide suggests that there is potential for associated gold mineralisation at Westmoreland, and Laramide indicates that the gold mineralisation is more widely distributed than originally thought. A selection of best gold intersections for the Huarabagoo and Redtree uranium deposits include:

Huarabagoo
UGD86_002		26.0 metres @ 4.52g/t Au from	0 metres
DDH064		15.8 metres @ 5.99g/t Au from 41.5 metres
UGD86_001		10.8 metres @ 6.38g/t Au from 11.5 metres
Redtree
PD90RT027	5.0	metres @ 2.91g/t Au from	15 metres
WDD08-023	9.0	metres @ 1.73g/t Au from	64 metres
PD90RT038		17.0 metres @ 2.88g/t Au from	4 metres

Nearby Exploration

The most significant neighbour is Bondi Mining Ltd (Bondi) whose Murphy Project immediately to the west of Benmara, comprises eight granted exploration licences covering 9,056 square kilometres. Bondi undertook geophysics and drilling, confirming the interpreted geological setting of its identified target areas. Follow up exploration confirmed the applicability of the track etch method – the strongest track etch anomaly encountered was associated with a uranium radiometric anomaly.

Exploration Strategy

PD has provided Chris Young Consulting with a comprehensive exploration strategy for the Benmara Project to cover an initial two year period following listing on the ASX. During the first year PD will use its Predictore™ technology based on structural interpretation of aeromagnetic and ground gravity data together with geological mapping to identify targets for drill testing. The second year's work which is contingent upon positive results being delivered in the first includes ongoing RC and diamond drilling.

AUSTRALIA – SKIPTON PROJECT

Introduction

The Victorian Goldfields have produced approximately 2,500 tonnes (80 million ounces) of gold from alluvial and primary deposits since the 1850s, with approximately 40 per cent coming from primary reef production. The Stawell Gold Mine, located in the western part of the goldfields, has produced in excess of 90 tonnes of gold from primary sources. The Skipton Exploration Licence EL5172 is located at 143045'S, 143017'E within the western part of the Stawell Zone of the Lachlan Fold belt, and is covered by the 1:100,000 Beaufort and Skipton sheets. The Town of Skipton is located 45 kilometres west of Ballarat, 28 kilometres south west of Beaufort and 85 kilometres south southeast of Stawell. Access to the tenement is good, by means of a series of paved roads including the road from Beaufort to the town of Skipton in the southern part of the licence.

The climate is temperate with warm to hot summers and cool to cold winters with several days below 0˚C each year. Mean maximum temperatures are 13-280C in February and 4-120C in July (Bureau of Meterology, 2006).

The Skipton licence is positioned to cover the confluence of three significant structural features:

• 1. The interpreted south southeast continuation of the Landsborough Fault.
• 1. A structural corridor inferred from wavelet ("worm") processing of regional gravity data (Department of Primary Industries – GeoVic) which extends from past the Stawell Gold Mine.
• 1. A major deep seated structural break, inferred from wavelet processing of regional gravity data that extends southwest from the vicinity of Bendigo.

At Stawell, the structural corridor localises strongly deformed Palaeozoic St Arnaud Group turbidites which contain fault emplaced Cambrian volcanic and volcaniclastic rocks. At Skipton these lithologies are obscured mostly by a cover of Quaternary basalt ("Newer Volcanics"). The target for PD is a very large gold system, of the Stawell style, associated with Cambrian volcanics.

Tenements

The project area comprises one exploration licence EL5172 of 462 square kilometres granted to PD in September 2009 for a period of five years. Under the terms of its licence, PD must decrease the area of its licence by 25% and 35% respectively on the second and fourth anniversaries. There is provision for the licence to be renewed for further terms. Expenditure commitments at Skipton for years one and two respectively are; \$84,300 and \$107,400. PD has written consent with a landowner for work proposed on private land. A small part of the licence is Crown Land. PD satisfied the terms of the "future act" provisions of the Commonwealth Native Title Act 1993 and there are no registered native title claims.

Regional Geological Setting

The Palaeozoic basement in Victoria is traversed by deep seated thrust faults more or less parallel to the northsouth structural grain. The largest faults separate rocks with different ages and structural histories, and subdivide the Lachlan Fold belt into three main structural zones. The Skipton licence is believed to be underlain by mainly St Arnaud Group Cambrian-Ordovician turbidites of the Stawell Zone of the Western Lachlan Fold belt. Part of the licence is also interpreted to be underlain by late Devonian granite. The licence area is mostly covered by Quaternary basalt and underlying rocks and structures are inferred from regional aeromagnetic and gravity data (Department of Primary Industries – GeoVic). The basement of the Lachlan Fold belt is Cambrian oceanic crust. These rocks are predominantly tholeiitic basalts and volcaniclastics.

At Bendigo and Ballarat, the well known major mesothermal gold deposits typical of the Bendigo-Ballarat Zone, are found within simply folded turbidites. The bulk of gold occurs within early saddle reefs, neck reefs (modified saddle reefs), as well as in brittle faults that formed late in the deformation history.

The setting of gold mineralisation at Stawell is different to Bendigo or Ballarat, because the stratigraphic package is broadly termed "volcanogenics". This unit has been structurally emplaced and has acted as a favourable lithology for the precipitation of gold from hydrothermal fluids. Inhomogeneous strain distribution, due to the presence of "blocks" of volcanics is recognised as a key control on the localisation of mineralisation. A more subtle control reported by Miller, Dugdale and Wilson (2006), is associated with south-west trending regional lineaments, inferred from magnetic data and with similar trends to the Early South Fault structures at the Magdala mine.

Figure 17: Skipton Geological Setting

Local Geological Setting

Based on interpretation of regional and detailed (PD 2010) gravity data, a south southeast trending projection of the Landsborough Fault is interpreted to pass through the central part of the licence and to the east of the town of Skipton, over a strike length of some 30 kilometres. The interpretation of gravity data, enhanced by wavelet analysis, also suggests that the northwest part of the licence covers an approximate 10 kilometre extension of a southeast trending structural corridor extending from past Stawell. The southeast trending corridor is interpreted to terminate against the Landsborough Fault and Devonian granite about 10 kilometres due north of Skipton. The Landsborough Fault is a west dipping thrust zone which, if it has emplaced Cambrian Volcanics within the Skipton licence, then these would be within the western or hanging wall side of the fault.

History

In 1853, two years after the first discovery of gold in Victoria, alluvial gold was discovered in the Stawell region, with greater than 24 tons won from various deep leads up until 1912. Gold in quartz reefs was found in 1855 and in the 1880's within shear zones and metamorphosed schists. More than 59 tons of gold had been produced when historic mines ceased production in 1926.

At Stawell, a joint venture between Western Mining Corporation Ltd and Central Norseman Gold Corporation commenced underground mining at Magdala in 1981 and open pit mining of the Wonga deposit in 1984. By 1990 the Stawell mine had produced 82 tons of gold with 61 tons from primary sources and 21 tons from alluvials.

Closer to Skipton, alluvial gold was discovered in 1852 with another gold rush from 1854 at nearby Fiery Creek. During the 1850s the Fiery Creek diggings supported four townships - Beaufort, Yam Holes Creek, View Point and Southern Cross. The population on the fields reportedly reached approximately 100,000 people at its height in the late 1850s and 450,000 ounces of gold were produced over a two-year period from 1855 to1856. Some of this alluvial gold is considered to emanate from beneath the Quaternary basalt sheet which covers the Skipton area.

Previous Exploration

Only one previous explorer, Carpentaria Exploration (1977-1981), has attempted to explore beneath the basalt in this area, and its focus was on deep leads. An examination of the relevant open file reports have shown that drilling encountered Cambrian bedrock at 60-70m in the vicinity of Lake Goldsmith, in the eastern part of the Skipton licence.

Exploration Potential

The Stawell Gold Mine is currently the largest gold producer in Victoria (~100,000 ounces per year) and historically is the second largest gold producer from primary reefs after Bendigo. At Stawell the south southeast trending and west dipping Coongee Break is a locus for structurally emplaced Cambrian volcanics and gold mineralisation.

PD consider that there may be shallowly buried Cambrian volcanic rocks adjacent to faults at Skipton as there are at Stawell. The Victorian Geological Survey's recent work indicates that the Cambrian basalt which is deeply buried under all of Central Victoria comes closer to the surface in the south. This is especially apparent adjacent to the north-south fault zones which traverse the State. For example, Stawell-style gold mineralisation against basalt domes is known on the Avoca Fault south east of Skipton and south west of Ballarat at the Glenfine prospect (Dugdale et al, 2009).

The Landsborough Fault is a major west dipping thrust fault that strikes in a south southeast direction towards Skipton and, if present as inferred from gravity data, may also be a favourable structure to localise volcanic associated gold mineralisation.

It is generally recognised that many large orogenic gold deposits are controlled by deep structures that probably once traversed the entire thickness of the Earth's Crust e.g. the Boulder-Lefroy Fault at Kalgoorlie (source: seismic surveys conducted by Geoscience Australia). Some of these structures are not visible in geological maps and may only become apparent by using wavelet analysis of gravity or aeromagnetic data sets. PD have utilised wavelet analysis of regional gravity data to reveal a very large and broad north-east south-west trending structure underlying Bendigo, which extends past Beaufort to Skipton (Figure 18). The orientation of this feature is further confirmed by a step change in granite ages that occurs on either side of the same structural trend (older than 380Ma to the north-west and younger than 380Ma to the south-east). This suggests that it is a deep crustal structural break.

PD postulate that the conjunction of the above three potential gold controlling structural trends, could be a highly favourable location for another substantial gold deposit such as Bendigo (which contained some 700 tonnes of gold).

Figure 18: Regional Gravity Wavelet Analysis – Note younger granites to south of the Bendigo-Skipton "Break".

PD's initial concept, to explore by means of hydrogeochemical testwork utilising existing water and observation bores, was not pursued. Desk and field observations demonstrated that water bores throughout most of the area terminate in Quaternary basalt or interflow sediments and do not reach the underlying Cambrian-Ordovician succession. The depth to bedrock is estimated to be approximately 100 metres.

PD chose geophysical exploration as the optimum way to continue exploration at Skipton and completed a program of gravity surveying. This was aimed at identifying concealed Cambrian volcanic bodies on the margins of which large Stawell-like gold ore bodies may have formed. If such structures are identified, drill targets would be identified by PD using its Predictore™ technology. The gravity survey was undertaken by Fugro Ground Geophysics Pty Ltd on roads and tracks in, around and to the north, of Skipton. An image of the final processed survey data combined with regional data, is shown in Figure 19.

PD's gravity survey data shows a distinct concentric gravity high in the south-west part of the licence and a series of gravity highs in the central and northern parts, adjacent to a large gravity low feature to the east (see Figure 19). Supported by regional gravity data, it is reasonable to interpret the gravity highs as either hornfelsed metasediments marginal to granite or granodiorite bodies or even more mafic rims to fractionated granites. A distinct south southeast trending linear is apparent in the data and this may represent the extension of the Landsborough Fault. There is also a southeast trending gravity corridor which extends from the northwest part of the licence and apparently terminates against the Landsborough Fault and or granite.

Figure 19: Regional Gravity Data Image

A well defined northerly trending gravity high extends from the vicinity of the town of Skipton over a distance of approximately 15 kilometres. This distinct anomaly could be due to the presence of a block of Cambrian volcanics and represent a worthy target for PD's technology.

Exploration Strategy

PD utilised wavelet analysis to locate the site of its Skipton licence and, based on the interpretation of detailed gravity data, to identify possible Cambrian volcanic bodies beneath the cover of Quaternary basalt. In the area of the supposed Cambrian basalt PD proposes to carryout proof of concept Magnetotellurics electromagnetic geophysics as a method for mapping the thickness of cover and basement structures. PD also propose to undertake fluid modelling studies through Ausmodel based on 3D models obtained by analysis of the gravity data. As in the Stawell and Kewell case histories (Schaubs et al, 2006), simulations of fluid flow and dilation are anticipated to provide targets for drill testing.

REFERENCES

Ahmad M., Wygralak A. S., 1990, Murphy Inlier and Environs - Regional Geology and Mineralisation; in Hughes F. E., (Ed.), Geology of the Mineral Deposits of Australia & Papua New Guinea. The AusIMM, Melbourne, Monograph 14, v1, pp 819-826

Anmercosa Exploration (Burkina Faso) Limited, 1996, Report On The Exploration Work undertaken In The GERM Joint Venture Permit Area, February-October 1995. Unpublished Report, January 1996

Anmercosa Exploration (Burkina Faso) Limited, 1998, Burkina Faso Monthly Report April 1998. Unpublished Report, April 20 1998

Baker M., Geological Consultant, 1999, Piela 1:50,000 Airphoto Interpretation undertaken on behalf of Sanu Resources. Unpublished Report Job No. 498, February 1999

Birrimian BVI Ltd, 2006, Progress Report for the Period 5 July 2005 to 4 July 2006; Fouli Exploration Permit 352, Yagha Province, Burkina Faso, 14 November 2006. Unpublished report, submitted to BMG Ouagadougou.

Birrimian BVI Ltd 2008. Rapport De Syntheses D'Activities (Période 2005 – 2008) Pour Le Renouvellement Du Permis De Recherche Miniere Fouli, dated June 2008. Unpublished Report, submitted to BMG Ouagadougou.

Birrimian BVI Ltd 2009. Rapport Semestriel D'Activities (4 Juillet 2008 – 3 Janvier 2009 Permis De recherché Miniere Fouli, dated Janvier 2009. Unpublished report, submitted to BMG Ouagadougou.

Birrimian BVI Ltd 2009. Rapport Semestriel D'Activities (4 Juillet 2008 – 3 Janvier 2009) Permis De Recherche Miniere Sirba, dated Janvier 2009. Unpublished report, submitted to BMG Ouagadougou.

Birrimian BVI Ltd 2009, Rapport De Synthesis D'Activities (Period 2009) Pour Le Renouvellement Du Permis De Researche Miniere Tantyabongou, dated Juillet 2009. Unpublished report, submitted to BMG Ouagadougou.

Davis P. Piela File Note 15 December 2000 Ashanti Goldfields Corporation Unpublished Report January 2001.

Dugdale A. L., Wilson C. J. L., Leader L. D., Robinson J. A., Dugdale L. J., 2009, Carbonate spots: understanding the relationship to gold mineralization in Central Victoria, southeastern Australia. Mineralium Deposita, 44 (2), pp 205-219.

ElDore Mining Corporation limited, 2008, ASX announcement, Burkina Faso Gold Exploration Update, 2 October 2008.

Jones D. G., 2005, Technical Report on Mineral Exploration Tenements in Australia Held by Laramide Resources Ltd. Mining Associates (Economic Geologists) report to satisfy Part 4 Section 4.1 of Canada's National Instrument 43-101 Standards of Disclosure for Mineral Projects.

Laramide Resources Ltd, 2009, "Information Memorandum Benmara Project, NT. Brisbane, 9 June 2009". Unpublished Report.

Miller J. McL., Wilson C.J.L, Dugdale L.J., 2006, Stawell gold deposit: a key to unravelling the Cambrian to Early Devonian structural evolution of the western Victorian goldfields. Australian Journal of Earth Sciences, 53, 677-695.

Newmont (Burkina Faso) 2008, Permis Madybari et Sirba, Rapport des travaux réalisés par Newmont, Unpublished Report June 2008

Polito P. A., Kyser T. K., 2005, A Paragenetic and Isotopic Study of the Proterozoic Westmoreland Uranium Deposits, Southern McArthur Basin, Northern Territory, Australia.

In Economic Geology, September 2005; v. 100; no. 6; p. 1243-1260; DOI: 10.2113/100.6.1243.

Polito P. A., Kyser T. K., Jackson M. J., 2006, The Role of Sandstone Diagenesis and Aquifer Evolution in the Formation of Uranium and Zinc-Lead Deposits, Southern McArthur Basin, Northern Territory, Australia. In Economic Geology, v101, pp 1189-1209.

Polito P. A., Kyser T. K., Rheinberger G., Southgate P. N., 2005, Economic Geology; A Paragenetic and Isotopic Study of the Proterozoic Westmoreland Uranium Deposits, Southern McArthur Basin, Northern Territory, Australia, September 2005; v. 100; no. 6; p. 1243-1260; DOI: 10.2113/100.6.1243

Roberts H.G., 1963, Mount Drummond Northern Territory 1:250 000 geological series map. Sheet SE53-12., Bureau of Mineral Resources, Australia.

Sanu Ressources Burkina, 1999, Joint Venture Societe Massako Sarl, Report D'activite 1999 Sur Le Permis Piela. Unpublished Report December 1999.

Sattran V., Wenmenga U.; 2002, Geology of Burkina Faso, published by the Czech Geological Survey, Prague.

Schaubs P.M, Rawling T.J., Dugdale L. J., Wilson C.J.L., 2006, Factors controlling the location of gold mineralisation around basalt domes in the Stawell corridor: insight from coupled 3-D deformation – fluid-flow numerical models. Australian Journal of Earth Sciences 53, 841-862.

VandenBerg A.H.M., Willman C.E., Maher S., Simons B.A., Cayley R.A., Taylor D.H., Morand, V.J., Moore D., Radojkovic A., 2000, The Tasman Fold belt System in Victoria. Geological Survey of Victoria Special Publication.

Wall V. J., 2006, Unconformity-related uranium systems: Downunder and Over the Top ASEG Extended Abstracts 2006(1).

Yates K.R., Roberts J.M., Mikolajack A.S., Rhodes J.M., 1962, Calvert Hills Northern Territory 1:250 000 geological series map sheet SE53-8. First Edition, Bureau of Mineral Resources, Australia.

Zango B., 2008, Fouli and Watamtonga Infill Check Report Undertaken in the "Fouli and Tantiabongou" Exploration Permits Burkina Faso. Prepared for Birrimian BVI by Epsilon Gold Mines Ltd. Unpublished Report.

INTERNET SITES

https://www.cia.gov/library/publications/the-world-factbook/geos/uv.html

Background Information on Burkina Faso

http://www.mbendi.com/indy/ming/af/bf/p0005.htm Mining in Bukina Faso

http://www.orezone.com/?page_id=8 Orezone Gold Corporation Inc., Properties in Burkina Faso.

http://www.mbendi.com/indy/ming/af/bf/p0005.htm#10 Mineral Legislation Land (Planning and Environment) Act 1991; Northern Territory

http://www.laramide.com/SiteResources/ViewContent.asp?DocID=31&v1ID=&RevID=493&lang=1

Larimide Resources Ltd, Recent Releases.

http://www.bondimining.com.au/murphy.html

Murphy Project -.Project Summary

GLOSSARY

The terms and meanings contained in this report have the same meaning as the terms and definitions as set out in the Glossary of Technical Terms to the Prospectus (Section 16).

SECTION 8 INDEPENDENT REPORT ON PMD*CRC INTELLECTUAL PROPERTY

SECTION 8 - INDEPENDENT REPORT ON PMD*CRC INTELLECTUAL PROPERTY

GEOLOGICAL RESEARCH SERVICES ABN 82 189 072 758 P.O. Box 536W Ballarat West, Vic 3350 Ph: 0400 890 450

5 October 2010

The Directors Predictive Discovery Limited Level 7, Exchange Tower 530 Little Collins Street MELBOURNE VIC 3000

Dear Sirs

PMD*CRC INTELLECTUAL PROPERTY - INDEPENDENT EXPERT'S REPORT

You have requested that I provide an Independent Expert's Report in relation to the pmd*CRC Technology for inclusion in a prospectus to be issued by Predictive Discovery Limited.

What is numerical modelling and how is it applied to predictive mineral discovery?

Numerical or computer modelling, as applied to predictive mineral discovery, combines the simulated deformation of rock formations with the behaviour of fluids flowing through them. It enables an understanding of what happens to mineralizing fluids at the time when ore deposits are formed and represents a promising new tool in effectively ranking drill targets.

Pre-existing numerical modelling software (e.g. Itasca Corporation's FLAC2DTM and FLAC3DTM) was adapted by CSIRO and applied within the Predictive Mineral Discovery Cooperative Research Centre (pmd*CRC) that operated from 2001 to 2008. The adaptation of this software was principally through developing algorithms to control various numerical modelling parameters in order to simulate deep geological processes effectively (e.g. Sheldon and Zhang, 2008). The pmd*CRC also developed a graphical user interface, known as the Desktop Modelling Toolkit (German, 2008), which employed a number of these algorithms to enable skilled users to run numerical models effectively on one or more computers.

The modelling software has been applied to simulation of the formation of numerous known ore deposits including the Bendigo gold deposit (Schaubs and Zhao 2002), the Century zinc deposit (Zhang et al. 2010), the Hamersley ironore systems (McLellan et al. 2004), the Athabasca uranium deposits (Schaubs et al. 2003) and the Stawell gold deposit (Rawling et al. 2006, Schaubs et al. 2006). The basis for this work lies in understanding and simulating the effects of localized rock deformation on fluid flow in the upper part of the earth's crust (Hobbs and Ord 1989, Hobbs et al. 1990) and how it relates to ore deposit formation.

To carry out a simulation, a model of deformation in the upper crust is constructed mathematically. It combines allowances for both elastic (i.e. reversible) and plastic (i.e. irreversible) deformation. This is defined in terms of each rock type's elastic properties (known as moduli), yield functions that define shear and tensile failure, and corresponding functions that define the direction of plastic strain or deformation associated with yielding or plastic failure (Potma et al. 2008). Rocks that conform to this model are assumed to behave elastically until their state of stress reaches the point at which the rock begins to fail in shear or tension and develop plastic strain (i.e. an irreversible change in the geometry of the rock mass).

Shear and tensile failure is associated with dilation (or opening up of space) in the model structure. Fluid flow is assumed to be governed by Darcy's Law, which describes fluid flow through a uniform porous medium (Potma et al. 2008). The models demonstrate that shear failure typically drives fluid flow from the elastic areas towards the regions of dilation.

The application of this form of numerical modelling to mineral exploration follows a two phase approach, consisting of a validation phase followed by a predictive phase.

Validation Phase

In the validation phase, geological model simulations can be constructed in either two or three dimensions ("2D" or "3D" respectively). These models reflect the simplified geological environment that hosts a given ore deposit. An example of a simple 2D geological model would be a single fault cutting through alternating layers of mudstone and sandstone. In the 3D case, geology may be derived from geological mapping, drilling information and/or interpretation of geophysical data (e.g. gravity or magnetics) to create a more complex 3D model.

In both 2D and 3D model simulations, the geometry and physical properties of rock formations are defined on a 2D or 3D analytical grid or mesh. Each cell of the mesh is assigned a range of physical and fluid properties and boundary conditions that define how the cells will interact both with one another and at the model edges (e.g. boundary velocities and pore pressures reflecting a given tectonic regime; Potma et al. 2008). These attributes may then be varied to test their individual or combined effect on the modelled geology.

Model assumptions about mechanical properties are normally derived from existing geotechnical data or estimated from published data for similar rock and ore deposit types. For example, in orogenic gold deposit models, which are particularly relevant to Predictive Discovery Limited (PD), the initial pore pressure is assumed to be greater that the hydrostatic pressure. This is consistent with the observation of pre-mineralisation tension veins in these types of deposit (Potma et al. 2008).

Faults and shear zones may be defined as weak regions of finite width within the starting model. Simulated deformation of the model then changes the distribution of stress and fluid pressures throughout it, which may lead to the development of new shear zones where shear strain is localised in zones of plastic failure. The pattern of deformation and fluid flow that develops within the model will reflect the combined effects of the boundary conditions and how the model evolves in response to the applied deformation (Potma et al. 2008).

For orogenic gold deposit model simulations (e.g. Stawell, Schaubs et al. 2006 and Kundana, Potma et al. 2008) in compressional tectonic settings, simulations of fluid flow indicate that it is uniform and directed upwards, implying a fluid source at depth. However, this uniform flow can be shown to be disrupted by the development of localized dilation in areas of shear or tensile failure in the models. In contrast, in the case of sedimentary basin-hosted simulations including those for the unconformity uranium type deposits for which PD is actively exploring, inferred fluid flow may be either upward or downward and sometimes both in different parts of the models (e.g. Schaubs et al, 2003).

The impact of localized dilation on fluid flow is thought to be a key controlling influence on the formation of the majority of ore deposits. One output parameter that is particularly useful for orogenic gold deposit models is the multiplied product of two vectors, the fluid flux (i.e. the rate and direction of fluid flow) and the pressure gradient, which is known as U.gradP. This is used as an indicator of likely pressure sensitive mineralisation sites such as quartz veins. Given that quartz is a co-precipitant with gold in many orogenic gold deposits, mapping the distribution of this parameter through a 2D or 3D model may help identify potential gold mineralisation sites.

Once the simulations are complete, a comparison is made between the distribution of known mineralisation and parameters such as U.gradP in order to validate the model input parameters.

Predictive Phase

The aim of the predictive phase is to identify the location of potential mineralisation outside the area of the known deposit. It uses the results from the model validation phase to define and constrain the input parameters for the predictive models.

A key example of this is the predictive model for the Kewell Prospect north of Stawell, in western Victoria, Australia. It lies under a thick sequence of Tertiary Murray Basin sediments and was identified from aeromagnetic mapping of a potential basalt dome, analogous to the basalt dome associated with the > 5 Moz endowed Stawell gold deposit 100 km to the south east (Dugdale 2004). A detailed gravity survey was conducted over the interpreted dome confirming a coincident gravity and magnetic anomaly (Smith and Frankcombe 2006). Deep reconnaissance aircore drilling to basement (average depth > 100m) was then conducted to determine any geochemical anomalism and to define the boundaries of the interpreted basalt dome (Dugdale et al. 2010). The gravity and magnetic data was inverted and combined with the aircore drilling results to construct a 3D model of the Kewell basalt dome as it would have existed prior to erosion.

In the validation phase, a 3D model was constructed of the geology of the well understood Stawell gold deposit. Simulation results were then validated against the distribution of known mineralisation. In the subsequent predictive phase, the stress history and rheological parameters derived from this model were applied to the Kewell 3D geological model (Rawling et al. 2006, Schaubs et al. 2006). These simulation models highlighted the southern flank and the northern tip of the interpreted basalt dome as being the most prospective areas for gold mineralisation in the uneroded portion of the dome.

Prior to completion of the predictive modelling, two diamond holes were drilled into the western flank of the dome targeting aircore geochemical anomalies. Neither hole intersected ore grade mineralisation. Subsequent drilling on the southern flank of the dome based on the results of the predictive model, intersected ore grade intersections, with the first hole intersecting 4.1m @ 12.6 g/t gold (Dugdale 2004).

This technology has also been applied at a regional scale. Traditional, empirical exploration at this scale commonly generates numerous exploration targets, which are often difficult to rank due to a lack of sufficient information. Examples of this type of application have been published from the Kundana gold field in Western Australia (Potma et al. 2008) and the Shuikoushan district, Hunan Province in South China (Zhang et al. 2007). In both of these examples, simulation models were generated to replicate the conditions under which the existing ore deposits were formed. Deformation and fluid flow were simulated in a variety of different scenarios by varying stress conditions, the orientation of specific rock units and faults, and rock permeabilities. The outcomes of these different simulation scenarios generated key criteria to rank targets for use in follow-up exploration. At Kundana, this approach led to the discovery of a thin mineralised quartz vein with a grade of 7g/t Au, in an area where 34 holes had previously been drilled in a 500m radius without obtaining a comparable intersection (Potma et al 2008).

Numerical modelling, which couples deformation and fluid flow is most applicable to the simulation of hydrothermal ore deposits formed by regional metamorphism such as orogenic gold deposits and some types of uranium deposits. The insights that can be obtained from this form of modelling have the potential to direct exploration targeting into specific areas where there is a greater potential for discovery. This gives PD a potential advantage over other junior exploration companies especially in covered areas where drilling will be expensive and efficient drill site selection is critical to exploration success.

Yours sincerely

Dr Alison L. Dugdale

REFERENCES

Dugdale, A.L., Wilson, C.J.L., Dugdale, L.J., Funk, C.W., Bosnjak, M. and Jupp, B. 2010. Gold mineralisation under cover in southeast Australia: a review of an exploration initiative for Stawell-type deposits. Ore Geology Reviews 37, 41-63.

Dugdale, L.J. 2004. Gold is where you predict it: reducing time and cost to discovery in western Victoria. In: Muhling, J., Goldfarb, R.J., Vielreicher, N., Bierlein, F.P., Stumpfl, E.F., Groves, D.I., Kenworthy, S. (Eds.). SEG 2004; Predictive Mineral Discovery Under Cover. Geology Department and Extension Service 33. University of Western Australia, 6-11.

German, G. W. H. 2008. The Desktop Modelling Toolkit: Grid Computing and Conceptual Modelling for Structural Geology and Reactive Transport. In: Proceedings of eResearch Australasia 2008. eResearch Australasia 2008, Melbourne, Australia,. 28 September - 3 October 2008.

Hobbs, B.E., Mϋhlhaus, H.B. and Ord, A. 1990. Instability, softening and localization of deformation. In: Knipe, R.J. and Rutter, E.H. (Eds.) Deformation mechanisms, rheology and tectonics. Geological Society of London Special Publication 54, 143-165.

Hobbs, B.E. and Ord, A. 1989. Numerical simulation of shear band formation in a frictional-dilational material. Ingenieur Archiv 59, 209-220.

McLellan, J.G., Oliver, N.H.S. and Schaubs, P.M. 2004. Fluid flow in extensional environments: numerical modelling with an application to Hamersley iron ores. Journal of Structural Geology 26, 1157-1171.

Potma, W., Roberts, P.A., Schaubs, P.M., Sheldon, H.A., Zhang, Y., Hobbs, B.E., and Ord, A. 2008. Predictive targeting in Australian orogenic-gold systems at the deposit to district scale using numerical modelling. Australian Journal of Earth Sciences 55, 101-122.

Rawling, T.J., Schaubs, P.M., Dugdale, L.J., Wilson, C.J.L. and Murphy, F.C. 2006. Application of 3D models and numerical simulations as a predictive exploration tool in western Victoria. Australian Journal of Earth Sciences 53, 825-840.

Schaubs, P.M. and Zhao, C. 2002. Numerical models of gold-deposit formation in the Bendigo-Ballarat Zone, Victoria. Australian Journal of Earth Sciences 49, 1077-1096.

Schaubs, P. M., Ord A. and German, G. H. 2003. Scenario testing of fluid-flow and deformation during mineralisation: from simple to complex geometries. Third International Symposium on FLAC and FLAC3D Numerical Modelling in Geomechanics, Abstracts, October 21-24, 2003

Schaubs, P.M., Rawling, T.J., Dugdale, L.J. and Wilson, C.J.L. 2006. Factors controlling the location of gold mineralisation around basalt domes in the Stawell corridor: insights from coupled 3D deformation-fluid flow numerical models. Australian Journal of Earth Sciences 53, 841-862.

Sheldon, H. A. and Zhang, Y. 2008. Sources and Reservoirs: Computer simulation of possible fluid sources and pathways in Yilgarn Au systems. In: R.J. Korsch and A. C Barnicoat (editors): Abstracts for the June 2008 pmd*CRC Conference. New perspectives: the foundation and future of mineral exploration. Geoscience Australia Record 2008/09 Part 2, pp. 91-98.

Smith, R.J. and Frankcombe, K. 2006. Role of geophysical methods applied to mapping mineral systems under the Murray Basin cover. Australian Journal of Earth Sciences 53, 767-782.

Zhang, Y., Lin, G., Roberts, P. and Ord, A. 2007. Numerical modelling of deformation and fluid flow in the Shuikoushan district, Hunan Province, South China. Ore Geology Reviews 31, 261-278.

Zhang, Y., Roberts, P.A. and Murphy, B. 2010. Understanding regional structural controls on mineralisation at the Century deposit: a numerical modelling approach. Journal of Geochemical Exploration 106, 244-250.

GLOSSARY

The terms and meanings contained in this report have the same meaning as the terms and definitions as set out in the Glossary of Technical Terms to the Prospectus (Section 16).

SECTION 9 Burkina faso independent report on mining tenements

OUAGADOUGOU, 05 October 2010

The Directors PREDICTIVE DISCOVERY LIMITED Exchange Tower Level 7 530 Little Collins Street MELBOURNE VICTORIA 3000 AUSTRALIA

BURKINA FASO MINING TENEMENT REPORT

In our capacity as lawyers admitted to the Bar in Burkina Faso, qualified to issue a legal opinion on the laws of Burkina Faso, our opinion has been requested by PREDICTIVE DISCOVERY LIMITED concerning the holding of mining titles in Burkina Faso and regarding the validity of the said mining titles.

1. DOCUMENTS EXAMINED

To establish the present legal opinion, we have examined the following documents:

a) Relating to an exploration permit called "TANTIABONGOU"

• The letter of 5 January 2007 from the Minister of Mines, Quarries and Energy relating to the notification of the ministerial order 2007/07-019 to BIRRIMIAN (BVI) LTD
• Ministerial order number 2007/07-019/MCE/SG/DGMGC relating to the "Tantiabongou" exploration permit to the company BIRRIMIAN (BVI) LTD.

b) Relating to an exploration permit called "SIRBA"

• The letter of 25 August 2005 from the Minister of Mines, Quarries and Energy relating to the service of assessments for the permits to the company BIRRIMIAN PTY LTD.
• Ministerial order number 2005/05-059/MCE/SG/DGMGC granting the " Sirba" exploration permit to the company BIRRIMIAN Pty Ltd
• Ministerial order n°2008/08-046/MCE/SG/DGMGC relating to the transfer of the exploration permit in "Sirba" from the company BIRRIMIAN PTY LTD to the company BIRRIMIAN (BVI) LTD
• The assessment number 05/366 for the surface area taxes of the "Sirba" permit.

c) Relating to an exploration permit called "MADYABARI"

• The letter of 25 August 2005 from the Minister of Mines, Quarries and Energy relating to the service of assessments for the permits to the company BIRRIMIAN PTY LTD.
• Ministerial order number 2005/05-061/MCE/SG/DGMGC granting the "Madyabari" exploration permit to the company BIRRIMIAN Ply Ltd
• Ministerial order n°2008/08-047/MCE/SG/DGMGC relating to the transfer of the exploration permit in "Madyabari" from the company BIRRIMIAN PTY LTD to the company BIRRIMIAN (BVI) LTD
• The assessment number 05/365 for the surface area taxes of the "Madyabari" permit.

d) Relating to an exploration permit called "FOULI"

• The letter of 25 August 2005 from the Minister of Mines, Quarries and Energy relating to the service of assessments for the permits to the company BIRRIMIAN PTY LTD.

• Ministerial order number 2005/05-060/MCE/SG/DGMGC granting the "Fouli" exploration permit to the company BIRRIMIAN Pty Ltd
• Ministerial order n°2008/08-048/MCE/SG/DGMGC relating to the transfer of the exploration permit in "FouIi" from the company BIRRIMIAN PTY LTD to the company BIRRIMIAN (BVI) LTD
• The assessment number 05/364 for the surface area taxes of the "Fouli" permit.

e) Relating to an exploration permit called "BOUSSOUMA"

• Ministerial order number 2006/06-090/MCE/SG/DGMGC granting the "Boussouma" exploration permit to the company KINDO Adama (SOMIKA SARL).

f) Relating to an exploration permit called "AOURA"

• Ministerial order number 2008/08-023/MCE/SG/DGMGC renewing the "Aoura" exploration permit to Mr Patrice NABALOUM.

g) Relating to an exploration permit called "TANGAGARI"

• Ministerial order number 2009/09-068/MCE/SG/DGMGC granting the "Tangagari" exploration permit to Mr Sébi BOUROUGOU.

h) Relating to an exploration permit called "TAMFOAGOU"

• The letter for application for the "Tamfouagou" exploration permit dated 30 July 2009 from Mr Abdoul Moumouni KERE the ex-manager of the company PREDICTIVE DISCOVERY SARL, addressed to the Minister of Mines, Quarries and Energy.
• The exploration works program relating to the "Tamfouagou" exploration permit.

i) Relating to an exploration permit called "TYEKANYEBI"

• The letter for application for the "Tyékanyébi" exploration permit dated 30 July 2009 from Mr Abdoul Moumouni KERE the ex-manager of the company PREDICTIVE DISCOVERY SARL, addressed to the Minister of Mines, Quarries and Energy.
• The exploration works program relating to the "Tyékanyébi" exploration permit.

2. APPLICABLE LAW

In order to prepare the present legal opinion, we have referred to the laws applicable in Burkina Faso and in particular law number 031-2003/AN of 8 May 2003 relating to the Mining Code in Burkina Faso, Decree number 2005-047/PRES/ PM/MCE of 3 February 2005 relating to the management of mining authorisations and titles.

3. PRESUMPTION OF ACCURACY

We have relied upon the accuracy of the documents examined, which have been forwarded to us in copy, as well as upon the fact that these documents were presented as true copies of their originals and on the basis that the signatures of the signatories were authentic.

4. LEGAL OPINION

We have based our analysis on the documents examined and issue the following opinion:

4.1 Concerning the "TANTIABONGOU" exploration permit

• 4.1.1 Ministerial order number 2007/07-019/MCE/SG/DGMGC of 19 February 2007 relating to the grant of the "Tantiabongou" exploration permit granted to the company BIRRIMIAN (BVI) LTD:
• the exclusive exploration right for gold and base metals (Cu-Pb-Zn-Ag+/-Au), as to surface and depth, with the boundaries of a surface area of 126 km2 , in the province of YAGHA.
• as well as the exclusive right to apply at any time, during the validity of the exploration permit, for a mining permit upon the discovery of one or several deposits within the perimeter of the said permit.

The perimeter of the "Tantiabongou" permit is defined by the apexes of the Cartesian coordinates (X,Y) in UTM are the following:

Apexes	X	Y
A	254 100	1 461 600
B	262 500	1 461 600
C	262 500	1 457 300
D	257 700	1 457 300
E	257 700	1 446 300
F	247 200	1 446 300
G	247 200	1 452 400
I	250 500	1 452 400
H	250 500	1 454 900
J	254 100	1 454 900

Ellipsoid: Clarke 1880 Datum: Adindan, Zone 31

4.1.2· This permit was granted on 19 February 2007 and should have been the subject of an application for renewal dated 19 November 2009, pursuant to the provisions of article 35 of the Mining Code.

However only on 9 September 2010, BIRRIMIAN (BVI) LTD addressed an application for the renewal of the "Tantiabongou" permit to the Mines Administration.

Despite this delay, the Mines Administration maintained the validity of this exploration permit because BIRRIMIAN (BVI) LTD look the trouble to provide an explanation that it had to await the prospecting works results which were on the point of being finalised, which it had intended to include in its renewal application file for the "Tantiabongou" permit. This permit is valid as at this day until 19 February 2013.

• 4.1.3 There is no charge registered at the level of the registries of the Mining Cadastral Survey encumbering the "Tantiabongou" permit.
• 1. 1.4 BIRRIMIAN (BVI) LTD is up to date with respect to payment of its surface area taxes for the "TANTIABONGOU" permit.

4.2 Concerning the "SIRBA" exploration permit

• 4.2.1 Ministerial order no. 2008/08-0461MCE/SG/DGMGC relating to the transfer of the "Sirba" exploration permit granted to the company BIRRIMIAN (BVI) LTD:
• the exclusive exploration right for gold and base metals, as to surface and depth, with the boundaries of a surface area of 189 km2 , in the provinces of GNAGNA and KOMANDJARI,
• as well as the exclusive right to apply at any time during the validity of the exploration permit, for a mining permit upon the discovery of one or several deposits within the perimeter of the said permit.

The perimeter of the "Sirba" permit is defined by the apexes of the Cartesian coordinates (X, Y) in UTM are the following:

Apexes	X	Y
A	202 232	1 416 471
B	214 856	1 416 471
C	214 856	1 408 019
D	208 424	1 408 019
E	208 424	1 404 519
F	203 973	1 404 519
G	203 973	1 402 442
H	196 664	1 402 442
I	196 664	1 412 719
J	202 232	1 412 719

Ellipsoid: Clarke 1880 Datum: Adindan, Zone 31 Nord

• 4.2.2 This permit was renewed for a first time on 4 July 2008. Its validity runs until 4 July 20 11. It is renewable for a second time for a period of 3 years.
• 4.2.3 There is no charge registered at the level of the registries of the Mining Cadastral Survey encumbering the "Sirba" permit.
• 4.2.4 BIRRIMIAN (BVI) LTD is up to date with respect to payment of its surface area taxes for the "Sirba".

4.3 Concerning the "MADY ABARJ" exploration permit

• 4.3.1 Ministerial order no. 2008/08-047/MCE/SG/DGMGC relating to the transfer of the "Madyabari" exploration permit granted to the company BIRRIMIAN (BVI) LTD:
• the exclusive exploration right for gold and base metals, as to surface and depth, with the boundaries of a surface area of 232 km2 , in the provinces of GNAGNA and KOMANDJARl,
• as well as the exclusive right to apply at any time, during the validity of the exploration permit, for a mining permit upon the discovery of one or several deposits within the perimeter of the said permit.

The perimeter of the "Madyabari" permit is defined by the apexes of the Cartesian coordinates (X, Y) in UTM are the following:

Apexes	X	Y
A	202 269	1 420 970
B	204 270	1 420 970
C	204 270	1 425 250
D	211 070	1 425 250
E	211 070	1 428 200
F	226 740	1 428 200
G	226 740	1 423 870
H	223 900	1 423 870
I	223 900	1 416 471
J	202 269	1 416 471

Ellipsoid: Clarke 1880 Datum: Adindan, Zone 31 Nord

• 4.3.2 This permit was renewed for a first time on 4 July 2008. Its validity runs until 4 July 2011. It is renewable for a second time for a period of 3 years.
• 4.3.3 There is no charge registered at the level of the registries of the Mining Cadastral Survey encumbering the "Madyabari" permit.
• 4.3.4 BIRRIMIAN (BVI) LTD is up to date with respect to payment of its surface area taxes for the "Madyabari" permit for the period preceding the 2010 year.

4.4 Concerning the "FOULI" exploration permit

• 4.4.1 Ministerial order no. 2008/08-48/MCE/SG/DGMGC relating to the transfer of the "Fouli" exploration permit granted to the company BIRRIMIAN (BVI) LTD:
• the exclusive exploration right for gold and base metals, as to the surface and depth, with the boundaries of a surface area of 248 km2 , in the province of VAGHA,
• as well as the exclusive right to apply at any time, during the validity of the exploration permit, for a mining permit upon the discovery of one or several deposits within the perimeter of the said permit.

The perimeter of the "Fouli" permit is defined by the apexes of the Cartesian coordinates (X,V) in UTM are the following:

Apexes	X	Y
A	262 500	1 459 500
B	275 000	1 459 500
C	275 000	1 455 000
D	280 000	1 455 000
E	280 000	1 448 350
F	267 770	1 448 350
G	267 750	1 443 890
H	257 750	1 443 890
I	257 750	1 454 660
J	262 500	1 454 660

Ellipsoid: Clarke 1880 Datum: Adindan, Zone 31 Nord

• 4.4.2 The "Fouli" permit was renewed for a first time on 4 July 2008. Its validity runs until 4 July 2011. It is renewable for a second time for a period of 3 years.
• 4.4.3 There is no charge registered at the level of the registries of the Mining Cadastral Survey encumbering the "Fouli" permit.
• 4.4.4 BIRRIMIAN (BVI) LTD is up to date with respect to payment of its surface area taxes for the "Madyabari" permit for the period preceding the 2010 year.

4.5 Concerning the "BOUSSOUMA" exploration permit

• 4.5.1 Ministerial order number 2006/06-090/MCE/SG/DGMGC of 3 August 2006 relating to the grant of the "Boussouma" exploration permit granted to the Société Miniére KINDO Adama (SOMIKA SARL):
• the exclusive exploration right for gold and base metals, as to surface and depth, with the boundaries of a surface area of 116.4 km2 , in the province of BAM,
• as well as the exclusive right to apply at any time, during the validity of the exploration permit, for a mining permit upon the discovery of one or several deposits within the perimeter of the said permit.

The perimeter of the "Boussouma" permit is defined by the apexes of the Cartesian coordinates (X, Y) in UTM are the following:

Apexes	X	Y
A	704 611	1 428 065
B	707 611	1 428 065
C	707 611	1 423 065
D	717 611	1 423 065
E	717 611	1 415 265
F	704 611	1 415 265

Ellipsoid: Clarke 1880 Datum: Adindan, Zone 30

4.5.2 It is important to note that the validity of the "Boussouma" permit expired on 3 August 2009. As at 15 September 2010 no application for renewal has been filed with the Mines Administration. Since the date of the grant of this permit, the SOMIKA company, has not filed any report on exploration works and expenditure which it has undertaken to execute in its exploration permit application. This presupposes that no exploration activity has been undertaken by SOMIKA on the territory of its permit.

Pursuant to the provisions of article 38 of the Mining Code, when exploration activity has been delayed or suspended, without valid reason, for more than one year, the withdrawal of the exploration permit may occur following the service of a notice to this effect, which remains unactioned for a period of 60 days.

It is for all these reasons, that the Mines Administration served a notice upon SOMIKA. SOMIKA responded by explaining that it is currently negotiating with partners which are envisaging undertaking, in its place and stead, exploration work and shall bear the expenditure relating thereto. The Mines Administration has therefore decided to suspend its decision to withdraw the "Boussouma" permit whilst awaiting the result of the said negotiations. SOMIKA has already constituted a renewal application file which should be precipitously filed with the Mines Administration when [annual] mining activities recommence.

• 4.5.3 There is no charge registered at the level of the registries of the Mining Cadastral Survey encumbering the "Boussouma" permit.
• 4.5.4 SOMIKA is up-to-date with respect to the payment of the surface area taxes for the "Boussouma" permit.

4.6 Concerning the "AOURA" exploration permit

• 4.6.1 Ministerial order number 2008/08-023/MCE/SG/DGMGC of 21 January 2008 relating to the renewal of the "Aoura" exploration permit granted to Mr Patrice NABALOUM:
• the exclusive exploration right for gold and base metals, as to the surface and depth, with the boundaries of a surface area of 25 km2 , in the province of YAGHA,
• as well as the exclusive right to apply at any time, during the validity of the exploration permit, for a mining permit upon the discovery of one or several deposits within the perimeter of the said permit.

The perimeter of the "Aoura" permit is defined by the apexes of the Cartesian coordinates (X, Y) in UTM are the following:

Apexes	X	Y
A	275 000	1 460 000
B	280 000	1 460 000
C	280 000	1 455 000
D	275 000	1 455 000

Ellipsoid: Clarke 1880 Datum: Adindan, Zone 31

• 4.6.2 The validity of the "Aoura" permit runs until 5 November 2010. It is renewable for a second time for a period of 3 years.
• 4.6.3 There is no charge registered at the level of the registries of the Mining Cadastral Survey encumbering the "Aoura" permit.
• 4.6.4 Patrice NABALOUM is up to date with respect to payment of surface area taxes for the "Aoura" permit for the period preceding the 2010 year. At 27 July 2010, the assessment for surface area taxes for the 2010 year had not yet issued.

4.7 Concerning the "TANGAGARl" exploration permit

• 4.7.1 Ministerial order number 2009/09-068/MCE/SG/DGMGC of 2 March 2009 relating to the grant of the "Tangagari" exploration permit granted to Mr Sébi BOUROUGOU:
• the exclusive exploration right for gold and base metals, as to surface and depth, with the boundaries of a surface area of 127.51 km2 , in the province of YAGHA,
• as well as the exclusive right to apply at any time, during the validity of the exploration permit, for a mining permit upon the discovery of one or several deposits within the perimeter of the said permit.

The perimeter of the "Tangagari" permit is defined by the apexes of the Cartesian coordinates (X, Y) in UTM are the following:

Apexes	X	Y
A	271 437	1 471 600
B	282 240	1 471 600
C	282 240	1 460 000
D	275 000	1 460 000
E	275 000	1 459 500
F	271 437	1 459 500

Ellipsoid: Clarke 1880 Datum: Adindan. Zone 31

4.7.2 The validity of the "Tangagari" permit runs until 2 March 2012. It is renewable twice for a period of 3 years.

However it must be noted that since the date of the grant of this permit, Mr Sébi BOUROUGOU has not filed any report on exploration works and expenditure which he has undertaken to execute. This may be interpreted to presume that no exploration activity has been undertaken by Mr Sébi BOUROUGOU on the territory of his permit.

Pursuant to the provisions of article 38 of the Mining Code, when exploration activity has been delayed or suspended, without valid reason, for more than one year, the withdrawal of the exploration permit may occur following the service of a notice to this effect, which remains unactioned for a period of 60 days.

However no notice to this effect has been served upon him. This is explained by the fact that the Mines Administration hopes that this default will be remedied by Mr Sébi BOUROUGOU.

• 4.7.3 There is no charge registered at the level of the registries of the Mining Cadastral Survey encumbering the "Tangagari" permit.
• 4.7.4 At 28 July 2010, the assessment for surface area taxes for the 2010 year had not yet issued.

4.8 Concerning the "TAMFOAGOU" exploration permit

• 4.8.1 The Ministry of Mines, Quarries and Energy which received the application for the "Tamfoagou" exploration permit has issued a favourable opinion for the grant of this permit to the company PREDICTIVE DISCOVERY SARL. As a consequence, a ministerial order will be made shortly in the council of ministers to this effect.
• 4.8.2 Pursuant to article 12 of the Mining Code, this ministerial order will confer upon the company PREDICTIVE DISCOVERY SARL:
• the exclusive exploration right for gold and base metals, as to surface and depth, with the boundaries of a surface area of 238 km2 , in the province of KOMONDJARI,
• as well as the exclusive right to apply at any time, during the validity of the exploration permit, for a mining permit upon the discovery of one or several deposits within the perimeter of the said permit.

The perimeter of the "Tamfoagou" is defined by the apexes of the Cartesian coordinates (X,Y) in UTM are the following:

Apexes	X	Y
A	217 000	1 428 420
B	217 000	1 434 000
C	225 000	1 434 000
D	225 000	1 439 000
E	229 000	1 439 000
F	229 000	1 442 839
G	241 000	1 442 839
H	241 000	1 433 000
I	236 000	1 433 000
J	236 000	1 428 420

Ellipsoid: Clarke 1880 Datum: Adindan, Zone 31 Nord

4.8.3 The duration of the "Tamfoagou" permit shall be for 3 years, renewable twice for the same period.

4.9 Concerning the "TYEKANYEBI" exploration permit

• 4.9.1 The Ministry of Mines, Quarries and Energy which received the application for the "Tyékanyébi" exploration permit has issued a favourable opinion for the grant of this permit to the company PREDICTIVE DISCOVERY SARL. As a consequence, a ministerial order will be made shortly in the council of ministers to this effect.
• 4.9.2 Pursuant to article 12 of the Mining Code, this ministerial order will confer upon the company PREDICTIVE DISCOVERY SARL:
• the exclusive exploration right for gold and base metals, as to surface and depth, with the boundaries of a surface area of 242 km2 , in the province of YAGHA,
• as well as the exclusive right to apply at any time, during the validity of the exploration permit, for a mining permit upon the discovery of one or several deposits within the perimeter of the said permit.

The perimeter of the "Tyékanyébi" is defined by the apexes of the Cartesian coordinates (X, Y) in UTM are the following:

Apexes	X	Y
A	236 820	1 511 780
B	236 820	1 509 940
C	225 000	1 509 940
D	225 000	1 526 000
E	238 500	1 526 000
F	238 500	1 522 000
G	240 500	1 522 000
H	240 500	1 514 500
I	243 200	1 514 500
J	243 200	1 511 780

Ellipsoid: Clarke 1880 Datum: Adindan, Zone 31 Nord

4.9.3 The duration of the "Tyékanyébi" permit shall be for 3 years, renewable twice for the same period.

Executed at OUAGADOUGOU, 05 October 2010

Leocadie IDO Attorney at Law

Tenement	Registered holder	% held	Date of grant/transfer	Date of expiration	Surface area (km2)	Geographical Location
Tantiabongou	BIRRIMIAN (BVI) LTD	100	19-02-2007	19-02-2013	126	Yagha Province
Sirba	BIRRIMIAN (BVI) LTD	100	04-07-2005	04-07-2011	189	Gnagna and Komandjari Provinces
Madyabari	BIRRIMIAN (BVI) LTD	100 04-07-2005		04-07-2011	232	Gnagna and Komandjari Provinces
Fouli	BIRRIMIAN (BVI) LTD	100	04-07-2005	04-07-2011	248	Yagha Province
Boussouma	SOMIKA SARL	100	03-08-2006	The expiration date was stipulated as 03-08-2009, but no withdrawal decision was made by the administration. SOMIKA SARL will soon submit a new application	116.4	Bam Province
Aoura	Patrice Nabaloum	100	05-11-2004	05-11-2010	25	Yagha Province
Tangagari	Sébi Bourougou	100	02-03-2009	02-03-2012	127.51	Yagha Province
Tamfoagou	PREDICTIVE DISCOVERY SARL	100	PREDICTIVE DISCOVERY SARL has lodged an application for an exploration permit which received a favourable response from the Mines Administration. A ministerial order to grant the permit is about to be made to this effect.		238	Komandjari Province
Tyékanyébi	PREDICTIVE DISCOVERY SARL	100	PREDICTIVE DISCOVERY SARL has lodged an application for an exploration permit which received a favourable response from the Mines Administration. A ministerial order to grant the permit is about to be made to this effect.		242	Yagha Province

SECTION 10 australian independent report on mining tenements

30 September 2010 The Directors, Predictive Discovery Limited Exchange Tower, Level 7, 530 Little Collins St, MELBOURNE VICTORIA 3000

Exploration & Mining Title Services Pty Ltd A.B.N. 64 003 122 996 www.hemts.com.au

1. INTRODUCTION

1.1 Scope of Instructions

The following report has been prepared independently and in compliance with the Valmin Code.

The report is based on searches conducted and information compiled on 30 August 2010 and is current at that date.

Hetherington Exploration & Mining Title Services Pty Limited ("HEMTS") has been instructed by Predictive Discovery Limited (ACN: 127 171 877) ("the Company") to conduct searches of and outline the rights conferred by the exploration tenements in which the Company has an interest in the Northern Territory and Victoria as set out in the attached schedule ("the Schedule").

1.2 Qualifications

Russell Hetherington has approximately 33 years experience in exploration and mining tenement management across Australia. Russell Hetherington is a member of the Australian Mining and Petroleum Law Association and a member of the Business Law Section of the Law Council of Australia.

1.3 Independence

HEMTS is independent from the Company within the meaning of the Valmin Code. HEMTS's costs of preparing this report have been calculated at its normal charge out rate.

2. COMMENTARY ON THE TENEMENTS

2.1 NORTHERN TERRITORY

2.1.1 Introduction

Unless specifically stated otherwise, the following information has been obtained from searches and enquiries made with the Northern Territory Department of Resources ("DR"), Northern Territory Land Information System ("NTLIS") and the National Native Title Tribunal ("NNTT").

2.1.2 General

Lagoon Creek Resources Pty Ltd (ACN: 110 829 751) is the registered holder of Exploration Licences No's 24645 ("EL 24645") and 24666 ("EL 24666").

The abovementioned Exploration Licences have been granted pursuant to the terms of the Mining Act ("the Mining Act") and are collectively referred to as the "Northern Territory Exploration Licences".

Basic details of the Northern Territory Exploration Licences are set out in the Schedule.

2.1.3 Exclusions

There is no land excluded from the Northern Territory Exploration Licences.

2.1.4 Onshore Exploration Permits

The following table sets out the Onshore Exploration Permits applied for or granted pursuant to the Petroleum Act 1984 (NT) ("the Petroleum Act") which co-exist with the Northern Territory Exploration Licences.

Exploration Permit ("EP")	Status	Holder(s)	Coexists With Tenement(s)
EP 179	Application	Armour Energy Pty Ltd	EL 24645 and EL 24666
EP 192	Application	Armour Energy Pty Ltd	EL 24666

Neither the Mining Act nor the Petroleum Act include provisions regarding the circumstance where an Exploration Licence granted or applied for pursuant to the Mining Act co-exits with an Onshore Exploration Permit granted or applied for pursuant to the Petroleum Act.

It seems unlikely that there will be a conflict because an Onshore Exploration Permit holder is given the exclusive right to explore for petroleum (Section 29 Petroleum Act), whilst an Exploration Licence holder is given the exclusive right to explore for all minerals (Section 23 Mining Act). Similarly, neither the Mining Act nor the Petroleum Act state what will happen in the event that the holder of an Exploration Licence under the Mining Act and the holder of an Onshore Exploration Permit under the Petroleum Act wish to obtain a mining tenement and carry out mining operations over the same land.

2.1.5 Encumbrances

A legal or equitable interest in an exploration licence or mining tenement must be in writing and registered on the DR register in order to have effect (Section 173 Mining Act).

There are no encumbrances registered against the Northern Territory Exploration Licences.

The Company advises that it has entered into a Heads of Agreement (undated) with Lagoon Creek Resources Pty Ltd in respect to the Northern Territory Exploration Licences. This Heads of Agreement must be lodged with and registered by the DR pursuant to Section 173 of the Mining Act.

The Company instructs that it will be making application to the DR to register the Heads of Agreement.

2.1.6 Native Title

The issue of whether or not a Native Title Claim applies to the land subject to the Northern Territory Exploration Licences is irrelevant to the requirement to comply with the Native Title processes prescribed by the Native Title Act 1993 (Cth) ("the NTA") if the relevant land is land where Native Title exists or may exist ("Native Title land"). The threshold question when considering Native Title issues is therefore whether or not the relevant land is Native Title land or, in other words, whether or not Native Title has been extinguished. If Native Title has been extinguished, then it is not necessary to consider whether or not there is a Native Title Claim in respect to the relevant land before carrying out mining or exploration operations.

The following table sets out the land category on which each of the Northern Territory Exploration Licences are situated and whether that land category is Native Title land or non-Native Title land.

Tenement	Land Category	Status
EL 24645	Perpetual Pastoral Lease	Native Title land
EL 24666	Perpetual Pastoral Lease	Native Title land

As the Northern Territory Exploration Licences are situated wholly within Native Title land, the provisions of the NTA must be complied with prior to grant or renewal of same.

In the Northern Territory, all applications for Exploration Licences on Native Title land attract the "expedited procedure" of the NTA (Section 32 NTA), unless the Applicant specifically elects for the Application to be processed according to the full "Right to Negotiate" process.

After lodgement of the application, the DR causes notice of the application to be published in two newspapers, and includes a statement that the proposed grant of the Exploration Licence is an act which attracts the "expedited procedure". There is a three-month objection period which commences from the notification date specified in the

advertisement, and only Native Title Claimants which are registered at the end of the one month period after objections close can object to the "expedited procedure" applying to the Exploration Licence application.

The Exploration Licence can only be granted if there are no objections, if any objections are subsequently resolved or if the NNTT determines that the grant of the Exploration Licence is an act which attracts the "expedited procedure".

The Northern Territory Exploration Licences were granted in accordance with the "expedited procedure".

Once Exploration Licences have undergone NTA processes and been granted, those Exploration Licences can be renewed, subject to Section 29A of the Mining Act, without having to undergo those processes again.

EL 24645 is partially subject to the registered 'Kiana Calvert' Native Title Claim (NTD6024/01).

EL 24666 is not affected by any Native Title Claims.

As explained above, the presence or otherwise of Native Title Claims is irrelevant to the requirement to undergo NTA processes prior to the grant of a tenement. The relevance of a Native Title Claim is that a registered Claimant may object to the expedited procedure, if applicable, and must sign an agreement in the event that the full Right to Negotiate process applies (subject to the power of the NNTT to determine the matter in the absence of agreement).

2.1.7 Access and Compensation

No access arrangements with the owner and occupier of private land, or the lessee of a pastoral lease, are required in respect of the Exploration Licences. The grant of an Exploration Licence automatically entitles the holder to have access to the relevant land (Sections 23 Mining Act). That said, the Exploration Licence holder must obtain the consent of any relevant owner or occupier before interfering with land used as a yard, garden or orchard, or on which substantial improvements exist (Section 166 Mining Act).

The holder must pay to the relevant owner and occupier of private land, or the lessee of a pastoral lease, compensation in accordance with Section 184 of the Mining Act. That provision requires compensation for deprivation of the use of or damage to the surface of the land, deprivation of the use of improvements on the land, severance of the land and any other damage. Compensation may also be payable to the pastoral lessees for any exploration related infrastructure (Section 183 Mining Act). The amount of such compensation is as agreed, or in default of agreement, as determined by a Mining Warden.

2.1.8 Tenement Conditions

The conditions attached to the Northern Territory Exploration Licences relate to the conduct of exploration, environmental management of exploration, reporting requirements, expenditure commitments, rehabilitation of disturbed land and the requirement to obtain Authorisations under the Mining Management Act 2001 (NT) before carrying out exploration or works involving substantial disturbance.

Condition 6 of the First Schedule Conditions attached to the Northern Territory Exploration Licences provides that exploration will not take place within one hundred and twenty-five metres of the centreline of any road or railway, unless specific approval is given by the Director of Mining Performance.

EL 24645 is subject to approximately 3.9 kilometres of road centrelines and EL 24666 is subject to approximately 10.6 kilometres of road centrelines.

2.1.9 Expenditure and Reporting Requirements

A holder of an Exploration Licence must lodge annual exploration reports within one month after the anniversary date of the relevant Exploration Licence, detailing amongst other things the expenditure incurred on exploration operations conducted during that period (Section 34 Mining Act). In the event that there is a shortfall in actual expenditure (when compared with the expenditure commitment of the Exploration Licence), there is a requirement to apply for a variation of the conditions of that Exploration Licence.

The holder of an Exploration Licence proposes the expenditure commitment for the forthcoming term but the actual figure is approved by the DR.

Compliance with expenditure commitments and reporting requirements for the Northern Territory Exploration Licences is important because those matters are considered by the DR when determining whether or not to renew the Northern Territory Exploration Licences. Further, compliance with such commitments and requirements may also affect the DR's decision to renew the Northern Territory Exploration Licences in full, or to require a reduction in the area of the Northern Territory Exploration Licences.

There are currently no outstanding reporting obligations in respect to the Northern Territory Exploration Licences. The following table details the reporting history in respect of the Northern Territory Exploration Licences.

Tenement	Year	Expenditure Covenant	Reported Expenditure
EL 24645	1	\$265,000.00	\$136,580.00
	2	\$150,000.00	\$33,920.00
	3	\$151,500.00	\$30,764.64
	4	\$100,000.00	\$32,648.00
	5	\$100,000.00 (proposed)	NA
EL 24666	1	\$265,000.00	\$77,514.00
	2	\$150,000.00	\$33,542.00
	3	\$151,500.00	\$26,785.21
	4	\$100,000.00	\$20,000.00
	5	\$150,000.00 (proposed)	NA

2.1.10 Rent

Rent details in respect to each of the Northern Territory Exploration Licences are set out in the Schedule.

The amount of rent payable in respect to a granted Exploration Licence varies depending upon the "age" of the Exploration Licence. Currently, rent for the first two years of a granted Exploration Licence is charged at the rate of \$11 per block, inclusive of GST. The amount is then doubled for each year after that (that is, \$22 per block in the third year, \$44 per block in the fourth year, etc).

2.1.11 Securities

Before granting, renewing or varying an Exploration Licence, the Minister may require the applicant to lodge with the DR security to secure the applicant's compliance with the Mining Act, to secure the applicant's compliance with the conditions to which the grant, renewal or variation is made, or to secure the payment by the applicant of compensation that may be payable for the effect of the grant, renewal or variation on Native Title rights and interests (Section 166B and 166C of the Mining Act).

No security was required by the Minister prior to the grant of the Northern Territory Exploration Licences.

2.1.12 Royalties

Exploration Licences do not attract royalty payments in the Northern Territory and accordingly, no royalty is payable in respect to the Northern Territory Exploration Licences.

2.1.13 Reductions

At the conclusion of the first 24 months of an Exploration Licence and each succeeding period of 12 months after that date, the Exploration Licence area shall be reduced so that the number of blocks to be retained in the Exploration Licence area for the ensuing 12 months is not more than half the number of blocks contained in the Exploration Licence area at the commencement of the first 24 months period or subsequent 12 months period, as the case may be, immediately concluded (Section 26 Mining Act).

The Minister may, on the written request of the holder of an Exploration Licence, defer for a period of 12 months, or such shorter period as he thinks fit, or waive for a period of 12 months the reduction under Section 26 of the Mining Act (Section 28 Mining Act).

The next reduction to the Northern Territory Exploration Licences, if deferral or waiver is not sought and approved by the Minister, is due 16 March 2011.

2.1.14 Heritage

It is an offence under Sections 33, 34 and 39 of the Heritage Conservation Act 1991 ("Heritage Act") to carry out work on or damage a heritage place or heritage object, or place or object subject to an interim conservation order, including archaeological places and objects (collectively referred to as the "archaeological sites") without consent.

"Heritage places" and "heritage objects" are places and objects that have been declared to be such pursuant to Section 26 of the Heritage Act. Broadly, an "archaeological place" includes a place pertaining to the past occupation by Aboriginal or Macassan people that has been modified by the activity of such people and in or on which the evidence of such activity exists (Section 4 Heritage Act). An "archaeological object" generally includes a relic pertaining to the past occupation by Aboriginal or Macassan people of any part of Australia which is now in the Northern Territory (Section 4 Heritage Act).

A search of the Northern Territory Heritage Register maintained by the Northern Territory Heritage Advisory Council ("the NTHAC") indicates that there are no declared or nominated heritage places or objects within the Northern Territory Exploration Licences.

An absence of heritage places or objects within the Northern Territory Exploration Licences may be a reflection of the fact that no survey for archaeological sites has been undertaken in the area. The NTHAC advises that given the distribution of sites generally in these areas, it is likely that prescribed archaeological places may be located within the Northern Territory Exploration Licences. All prescribed archaeological places and objects are protected under the Heritage Act, whether they have been recorded or not.

It is recommended that further searches of the Northern Territory Register maintained by the NTHAC and archaeological surveys be conducted prior to the commencement of exploration operations, to ensure that no breaches of the Heritage Act occur.

2.1.15 Aboriginal Sacred Sites

It is an offence under Part IV of the Northern Territory Aboriginal Sacred Sites Act 1989 to enter onto, work on or desecrate a sacred site.

"Sacred site" is defined as "a site that is sacred to Aboriginals or is otherwise of significance according to Aboriginal tradition". This definition includes, but is not limited to:

• sites which have been registered on the Register of Sacred Sites maintained by the Aboriginal Areas Protection Authority ("the AAPA"), known as "registered sacred sites"; and
• sites which have not yet been evaluated or entered on the Register of Sacred Sites but there is sufficient information indicating that the sites are nonetheless significant according to Aboriginal tradition, known as "recorded sacred sites".

The protection of sacred sites under the Northern Territory Aboriginal Sacred Sites Act 1989 applies whether or not those sites are registered or recorded sacred sites.

It is a valid defence to a charge under the Northern Territory Aboriginal Sacred Sites Act 1989 if work carried out was in accordance with an Authority Certificate issued by the AAPA.

A search of the Register maintained by the AAPA reveals that located within the Northern Territory Exploration Licences are a number of sacred sites listed in the Register of Sacred Sites.

The AAPA cautions that before entering or undertaking works on or in the vicinity of the sacred sites, further advice should be sought from the Registrar. Furthermore, an inspection of the AAPA's Register is not a definitive way of determining the location of all sacred sites in a given area, particularly in circumstances where use or works are proposed that may result in disturbance of the natural features of the area. There is a risk that a sacred site previously unknown to the AAPA may be identified after the commencement of works, leaving no option but to cease works or risk breaching the offence provisions of the Northern Territory Aboriginal Sacred Sites Act 1989.

In this regard, the registered holder of an Exploration Licence or mining tenement wishing to make use of or carry out works on land in the Northern Territory should request the AAPA to consult with the custodians of the sacred sites and provide written advice specifying the constraints (if any) to a particular activity imposed by the existence of sacred sites. Section 19G of the Northern Territory Aboriginal Sacred Sites Act 1989 also allows for the registered holder of an Exploration Licence or mining tenement to discuss the project with Aboriginal custodians at a meeting convened by the AAPA. The written advice provided by the AAPA is referred to as an "Authority Certificate", which in effect, sets out the conditions (if any) on which the proposed work may be carried out or use made of the land. As long as the holder of an

Authority Certificate complies with its conditions the holder is indemnified against prosecution under any of the offence provisions of the Northern Territory Aboriginal Sacred Sites Act 1989.

The AAPA advise that an Authority Certificate has previously been issued over the Northern Territory Exploration Licences. As a consequence, the AAPA has placed conditions relating to the protection of sacred sites in relation to particular works. The AAPA highly recommends that any mining or ground disturbing exploration works only proceed in accordance with the conditions of an Authority Certificate.

It should be emphasised that the issue of Aboriginal sacred sites is entirely separate to that of Native Title.

2.1.16 Future Obligations

The holder of the Northern Territory Exploration Licences has an ongoing obligation to comply with the terms and conditions of grant of the Northern Territory Exploration Licences including satisfaction of expenditure conditions. If the annual expenditure commitment attached to a Northern Territory Exploration Licence is not going to be met, an application for variation of the expenditure commitment to reflect actual expenditure must be lodged with the DR prior to the expiry of the relevant period.

The activities conducted under the authority of the Northern Territory Exploration Licences are likely to result in the creation of environmental liabilities for the holders. The environmental liabilities will commence when exploration causes on-site ground disturbance. When any disturbed area has been satisfactorily rehabilitated, the environmental liability in respect to that area will cease.

The holders of the Northern Territory Exploration Licences may apply to renew the Northern Territory Exploration Licences for 2 further terms of 2 years. The renewal applications should be lodged before three months prior to the relevant expiry date.

2.2 VICTORIA

The following information has been obtained from the Victorian Department of Primary Industries ("the DPI"), the Department of Sustainability and Environment and the NNTT.

2.2.1 General

Predictive Discovery Limited is the registered holder of Exploration Licence No 5172 ("EL 5172").

EL 5172 has been granted pursuant to the terms of the Mineral Resources (Sustainable Development) Act 1990 ("MRSDA").

Basic details of EL 5172 are set out in the Schedule.

An Exploration Licence allows the holder to carry out all methods of exploration (Section 13 MRSDA).

Exploration Licences apply to all minerals. "Mineral" means "any substance which occurs naturally as part of the Earth's crust excluding water, stone or petroleum" (Section 4 MRSDA).

2.2.2 Other Tenements

Geothermal Titles

EL 5172 co-exists with Geothermal Exploration Permit No 3, held by Geogen Victoria Pty Ltd, which has been issued under the Geothermal Energy Resources Act 2005 ("GERA").

Neither the GERA nor the MRSDA address the relationship between tenements granted under those Acts. There is therefore no legislative restriction on geothermal exploration within Geothermal Exploration Permit No 3 and conversely, no restriction on exploration within EL 5172.

Work Authorities

Work Authority No 1308 is located within the perimeter of EL 5172. The Work Authority has been granted pursuant to Section 77I of the MRSDA and allows for extraction of sand/gravel.

Extractive industry Work Authorities co-exist with Exploration Licences issued under the MRSDA. The holder of an extractive industry Work Authority is entitled to compensation from the holder of an Exploration Licence for the deprivation of possession of the whole or any part of the surface of the land and for the loss of opportunity to extract stone from the whole or any part of the land (Section 85(2A) MRSDA).

2.2.3 Exploration Licence Conditions

The conditions of EL 5172 relate to environmental management of exploration, fire precautions, maintaining public liability insurance, reporting requirements, compliance with expenditure commitments and specific requirements applicable to the carrying out of various exploration methods.

Only low impact exploration is permitted until a work plan has been approved by the DPI (see Section 2.2.9 below). "Low impact exploration" means exploring without using mechanical equipment, explosives, removing vegetation, disturbing any Aboriginal place or object or any place or object on the Victorian Heritage Register.

2.2.4 Expenditure Commitments

The current annual expenditure commitment for EL 5172 is \$84,300. Compliance with the expenditure commitment is important because it is a matter which will be considered by the DPI when determining whether or not to renew EL 5172 upon expiry (Section 31 MRSDA).

2.2.5 Reporting

The holder of an Exploration Licence is required to submit an annual expenditure and activity report in accordance with Regulation 26 of the Mineral Resources Development Regulations 2002 ("MRD Regulations"). This report must include a breakdown of all expenditure incurred on exploration activities (Schedule 14 MRD Regulations).

The holder of an Exploration Licence is also required to submit an annual exploration technical report (Regulation 27 MRD Regulations), providing geological and other technical details of all exploration carried out during the reporting period (Schedule 16 MRD Regulations).

The above reports must be lodged within four weeks of the relevant reporting date. The reporting date for EL 5172 is 31 December annually. There are currently no outstanding reporting obligations in respect to EL 5172.

2.2.6 Reductions

There have been no reductions in the EL 5172 area. EL 5172 must be reduced by 25% and 35% respectively on the second and fourth anniversary of the registered grant date. The first reduction to EL 5172 is due on 9 September 2011.

2.2.7 Rent

Rent is not payable in respect to Exploration Licences in Victoria.

2.2.8 Access and Compensation

Unless an Exploration Licence holder intends to carry out only low impact exploration (as defined in Section 2.3 above), the Exploration Licence holder must give seven days notice to all owners and occupiers of the relevant land of the Exploration Licence holder's intention to commence exploration (Section 43 MRSDA).

The fairly narrow definition of low impact exploration referred to above suggests that it is likely that most exploration will require notification of land owners and occupiers.

If the land is private land, the Exploration Licence holder must obtain the written consent of, or enter into a compensation arrangement with, all owners and occupiers of that land. A compensation arrangement can be either agreed or arbitrated (Section 43 MRSDA). Any compensation agreement must be registered at the DPI (Section 43(1)(e) MRSDA). No compensation agreements have been registered in respect to EL 5172.

"Private land" is defined in the MRSDA as any land except for Crown land. Crown land includes pastoral lease land. Most private land is freehold land. Most land within EL 5172 is private land.

Prior to carrying out work on "restricted Crown land", an Exploration Licence holder must obtain the consent of the Crown land Minister (Section 44(1) MRSDA). Such consent must not be unreasonably withheld (Section 44(4) MRSDA).

"Restricted Crown land" includes land reserved for the purposes of regional parks, coastal parks, marine parks, flora and fauna reserves, wildlife reserves, natural features and scenic reserves, bushland reserves, historic areas and reserves, public land and water frontage reserves, streamside reserves and coastal reserves, land that is an alpine resort within the meaning of the Alpine Resorts Act 1983, land which is a heritage river area under Section 5 of the Heritage Rivers Act 1992 and land that is a natural catchment area under Section 6 of the Heritage Rivers Act 1992.

There is a small amount of restricted Crown land within EL 5172.

Compensation for exploration work carried out on Crown land is payable both to the Crown and any authorised user of that land (Section 85A MRSDA).

2.2.9 Work Plans

According to Section 40 of the MRSDA, the holder of an Exploration Licence must lodge a work plan with the DPI and have it approved before carrying out any work, except for low impact exploration, as defined in Section 2.2.3 above. The narrowness of the definition of low impact exploration means that the approval of a work plan by the DPI will be necessary before most exploration can commence. The DPI advises that a work plan has not been lodged or approved in respect of EL 5172.

2.2.10 Heritage

All archaeological sites and relics in Victoria are protected by the Heritage Act 1995. "Archaeological relic" is defined broadly in the Heritage Act 1995 as any deposit, artefact, remains or material evidence of non-Aboriginal settlement of Victoria which is over 50 years old. An archaeological site is an area in which archaeological relics are situated (Section 3 Heritage Act 1995).

There are two levels of protection under the Heritage Act 1995, the higher level of protection afforded by registration on the Victorian Heritage Register and the lower level of protection afforded by the general operation of the Heritage Act 1995.

Sites which are considered to be of greater significance to the State are placed in the Victorian Heritage Register. The Victorian Heritage Register exists to protect and conserve places and objects. A permit is required to remove, damage or alter any place or object registered on the Victorian Heritage Register (Section 64 Heritage Act 1995).

All other archaeological sites and relics, which are deemed to be of lesser significance to the State, are protected through the requirement to gain a consent from Heritage Victoria to disturb, destroy or excavate such sites or relics. It is an offence to knowingly or negligently interfere with an archaeological relic or carry out an act likely to endanger an archaeological relic except in accordance with a consent (Section 127 Heritage Act 1995). The words "or negligently" in Section 127 of the Heritage Act 1995 place a significant responsibility on any explorer to ensure that it is aware of and takes steps to protect any archaeological sites or relics in the relevant land where work is taking place.

All known archaeological sites and relics are listed in the Victorian Heritage Register. A search of the Victorian Heritage Register indicates that there are a number of sites and relics that fall within EL 5172. Whether or not sites and relics are listed in the Victorian Heritage Register has no bearing on the protection given to those sites and relics by Section 127 of the Heritage Act 1995. It is also possible that there a number of heritage items within EL 5172 which are not registered on the Victorian Heritage Register and/or the Victorian Heritage Inventory. In the case of intensive exploration, a heritage site clearance may be advisable.

2.2.11 Aboriginal Heritage

Aboriginal cultural heritage in Victoria is protected by the Aboriginal Heritage Act 2006 ("the AH Act"). Aboriginal cultural heritage means Aboriginal places, Aboriginal objects and Aboriginal human remains (Section 4 AH Act).

It is an offence to knowingly harm Aboriginal cultural heritage if at the time the act was done the person knew that the thing harmed was Aboriginal cultural heritage, was reckless as to whether the thing harmed was Aboriginal cultural heritage or was negligent as to whether the thing harmed was Aboriginal cultural heritage (Section 27 AH Act).

Details of Aboriginal cultural heritage are recorded on the Victorian Aboriginal Heritage Register ("VAHR"). A search of the VAHR indicates that there are a number of Aboriginal relics within the area subject to EL 5172.

Section 45 of the MRSDA provides that the holder of EL 5172 must not do any work 100 metres laterally, or within 100 below, of Aboriginal cultural heritage recorded on the VAHR without the consent of the Deputy Director, Aboriginal Affairs Victoria.

It should be emphasised that the issue of Aboriginal relics is entirely separate to that of Native Title.

2.2.12 Native Title

EL 5172 is not subject to any Native Title Claims.

The EL 5172 title plan indicates that within EL 5172 there is some Crown land, in respect of which Native Title may still exist. It must be understood that the status of any Native Title in land cannot be determined with any certainty until a thorough search of each parcel of land is carried out. Such searches are beyond the scope of this report.

The Right to Negotiate process was undergone in respect to the application for EL 5172. Subsequent to advertising being undertaken, no Native Title claims were lodged and EL 5172 proceeded to grant.

Compliance with the NTA, either by undergoing the Right to Negotiate process or by obtaining an Indigenous Land Use Agreement, will be necessary before the grant of any Mining Licence on any Native Title land within EL 5172.

2.2.13 Encumbrances

There are no encumbrances registered against EL 5172.

2.2.14 Future Obligations

Rehabilitation of any current and future exploration disturbances will be necessary and will need to be conducted in accordance with the conditions of EL 5172, as well as any conditions of any additional consent that might be issued in accordance with the requirements of law or those conditions.

The activities conducted under the authority of EL 5172 are likely to result in the creation of environmental liabilities for the holder. The environmental liabilities will commence when exploration causes on-site ground disturbance. When any disturbed area has been satisfactorily rehabilitated, the environmental liability in respect to that area will cease.

The holder of EL 5172 may apply to renew EL 5172 for a further term(s). Any such renewal application(s) should be lodged prior to one month before the relevant expiry date. Compliance with expenditure and reporting obligations is a matter which will be considered by the DPI when determining whether or not to renew EL 5172 (Section 31 MRSDA). In the event of non-compliance with those expenditure and reporting obligations, any extenuating circumstances are taken into account, such as total historical expenditure, previous area reductions and expenditure by the current holder.

Russel Hetherington 30 September 2010

SCHEDULE

	Exploration Licence No. 24645	Exploration Licence No. 24666
State	NT	NT
Registered Holder	Lagoon Creek Resources PTY LTD	Lagoon Creek Resources PTY LTD
Status	Granted	Granted
Grant Date	16 March 2006	16 March 2006
Expiry Date	15 March 2012	15 March 2012
Area	136 Blocks (Approx. 444.98 KM²)	72 Blocks (Approx. 253.3 KM²)
Current Annual Rent Incl. 10% GST (If or when granted)	\$11,968.00	\$6,336.00
Annual Expenditure Commitment	Yr 5 - \$100,000	Yr 5 - \$150,000
Encumbrances	NIL	NIL

	Exploration Licence No. 5172
State	VIC
Registered Holder	Predictive Discovery PTY LTD
Status	Granted
Grant Date	9 September 2009
Expiry Date	8 September 2014
Area	463 Graticular Sections (approx. 426.7 KM2 )
Security Required Held	NIL NIL
Annual Expenditure Commitment	Yr 1 - \$84,300 Yr 2 –\$107,400 Yr 3 –\$107,400 Yr 4 –\$107,400 Yr 5 –\$153,600
Encumbrances	NIL

SECTION 11 investigating accountant's report

SECTION 11 - INVESTIGATING ACCOUNTANT'S REPORT SECTION 11 - INVESTIGATING ACCOUNTANT'S REPORT

12 October 2010 12 October 2010

The Directors Predictive Discovery Limited Level 7, 530 Little Collins Street, Melbourne, Victoria, 3000 The Directors Predictive Discovery Limited Level 7, 530 Little Collins Street, Melbourne, Victoria, 3000

Dear Sirs, Dear Sirs,

Investigating Accountants' Report Investigating Accountants' Report

1. Introduction 1. Introduction

• 1.1 At the request of the directors of Predictive Discovery Limited ("PD" or "the Company") we have prepared this Investigating Accountant's Report for inclusion in a prospectus dated on or about 15 October 2010 (" the Prospectus") relating to the proposed offer of 30,000,000 fully paid ordinary shares in the Company at an issue price of 20 cents per share to raise \$6.0 million ("the issue" or "the proposed capital raising") and the public listing of the shares of the Company on the Australian Stock Exchange ("ASX""). The Company may accept oversubscriptions up to a further \$2.0 million through the issue of a further 10,000,000 shares. 1.1 At the request of the directors of Predictive Discovery Limited ("PD" or "the Company") we have prepared this Investigating Accountant's Report for inclusion in a prospectus dated on or about 15 October 2010 (" the Prospectus") relating to the proposed offer of 30,000,000 fully paid ordinary shares in the Company at an issue price of 20 cents per share to raise \$6.0 million ("the issue" or "the proposed capital raising") and the public listing of the shares of the Company on the Australian Stock Exchange ("ASX""). The Company may accept oversubscriptions up to a further \$2.0 million through the issue of a further 10,000,000 shares.
• 1.2 The issue is not underwritten 1.2 The issue is not underwritten
• 1.3 This report has been prepared in accordance with the general disclosure requirements of the Corporations Act 2001 to assist investors make an informed assessment the financial information presented at Section 12 of this Prospectus. 1.3 This report has been prepared in accordance with the general disclosure requirements of the Corporations Act 2001 to assist investors make an informed assessment the financial information presented at Section 12 of this Prospectus.
• 1.4 This report does not address the future prospects of PD, the rights attaching to the shares to be issued pursuant to this Prospectus, nor the risks associated with the investment. 1.4 This report does not address the future prospects of PD, the rights attaching to the shares to be issued pursuant to this Prospectus, nor the risks associated with the investment. doesaddressthe PD, attachingtoto toProspectus,

2 Background 2 Background

• 2.1 PD was incorporated in 2007 and is a commercialisation outcome of a large research program known as the Predictive Mineral Discovery Cooperative Research Centre (pmd*CRC). It was granted rights to the Predictore™ modeling software in August 2008 and has since been engaged in acquiring rights to explore for minerals, principally gold, in direct property interests and joint venture arrangements in Burkina Faso and Australia 2.1 PD was incorporated in 2007 and is a commercialisation outcome of a large research program known as the Predictive Mineral Discovery Cooperative Research Centre (pmd*CRC). It was granted rights to the Predictore™ modeling software in August 2008 and has since been engaged in acquiring rights to explore for minerals, principally gold, in direct property interests and joint venture arrangements in Burkina Faso and Australia drilling twoof Burkina Faso inaccordancewith requirementsofthe2001to investors an thefinancial information Prospectus. incorporatedinpermits.
• 2.2 The Company has direct and joint venture interests in exploration permits and permits applications located in Burkina Faso, an exploration license in Skipton (Central Victoria) and joint venture interests in exploration licences granted in the Northern Territory. 2.2 The Company has direct and joint venture interests in exploration permits and permits applications located in Burkina Faso, an exploration license in Skipton (Central Victoria) and joint venture interests in exploration licences granted in the Northern Territory.
• 2.3 PD has previously undertaken a drilling programs on two of the Burkina Faso permits. 2.3 PD has previously undertaken a drilling programs on two of the Burkina Faso permits.

nexia asr pty ltd abn 17 386 983 833 Level 14 / 440 Collins Street Melbourne Australia 3000 telephone +61 3 9608 0100 facsimile +61 3 9670 8325 email theteam@nexiaasr.com.au website www.nexiaasr.com.au nexia asr pty ltd abn 17 386 983 833 Level 14 / 440 Collins Street Melbourne Australia 3000 telephone +61 3 9608 0100 facsimile +61 3 9670 8325 email theteam@nexiaasr.com.au website www.nexiaasr.com.au

Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees

• 2.4 PD has a wholly owned subsidiary, Predictive Discovery SARL, incorporated in Burkina Faso to administer its activities in that territory. 12 October 2010 Predictive Discovery Limited Investigating Accountants Report
• 2.5 To the date of this report PD has raised \$2.965 million from seed capital investors and has 56.58 million shares on issue. Capital raisings have been as follows:

its activities in that territory. Issue Date	No of Shares	AUD
1 September 2008 date of this report PD has raised	8,000,000(1) \$2.965 million from seed	80,000 capital investors
shares on issue. Capital raisings 17 May 2009	have been as follows: 11,750,000(1)	235,000
31 October 2009	12,500,000(1)	500,000
Issue Date 1 April 2010	No of Shares 13,750,000(1)	AUD 1,100,000
1 September 2008 17 September 2010	8,000,000(1) 10,500,000	80,000 1,050,000
17 May 2009 17 September 2010	11,750,000(1) 80,000	235,000 ‐ (2)
31 October 2009	12,500,000(1) 56,580,000	500,000 2,965,000

(1) no of shares adjusted for 1 :2 share consolidation on 12 July 2010 (2) free grant to Burkina Faso staff 17 September 2010 10,500,000 1,050,000

• 2.6 Details of the proposed capital raising are set out in Section 1.1 of this Prospectus. It is proposed that application for listing of the shares currently on issue and issued under this Prospectus will be made to the Australian Stock Exchange. 56,580,000 2,965,000 (1) no of shares adjusted for 1 :2 share consolidation on 12 July 2010
• 2.7 The purpose of the offer is to raise funds to continue its intended exploration program as set out in Sections 1.5 of this Prospectus. (2) free grant to Burkina Faso staff
• 2.8 Expressions defined in the Prospectus have the same meaning in this report. 2.6 Details of the proposed capital raising are set out in Section 1.1 of this Prospectus. It is proposed that
• 2.9 The nature of this Report is such that it should be given by an entity which holds an Australian Financial Services Licence under the Financial Services Reform Act 2001. Nexia ASR Pty Ltd holds the appropriate Australian Financial Services Licence. application for listing of the shares currently on issue and issued under this Prospectus will be made to the Australian Stock Exchange.

3 Scope

3.1 You have requested Nexia ASR Pty Ltd to prepare an Investigating Accountant's Report ("Report") covering the following information, set out in Sections 12.1 to 12.4 of the Prospectus. 2.8 Expressions defined in the Prospectus have the same meaning in this report. 2.9 The nature of this Report is such that it should be given by an entity which holds an Australian

12 October 2010 Predictive Discovery Limited Investigating Accountants Report

Financial information 12 October 2010 Predictive Discovery Limited

• (a) the unaudited and pro‐forma Statements of Comprehensive Income of PD for the 2 months ended 31 August 2010; Investigating Accountants Report
• (b) the unaudited Statement of Financial Position of PD as at 31 August 2010; 2.4 PD has a wholly owned subsidiary, Predictive Discovery SARL, incorporated in Burkina Faso to
• (c) the pro forma Statement of Financial Position of PD as at 31 August 2010 assuming that the minimum issue, as described in Section 1 of the Prospectus, had taken place at that date, administer its activities in that territory. 2.5 To the date of this report PD has raised \$2.965 million from seed capital investors and has 56.58
• (d) the pro forma Statement of Financial Position of PD as at 31 August 2010 assuming that the maximum issue, as described in Section 1 of the Prospectus, had taken place at that date; million shares on issue. Capital raisings have been as follows:

(collectively, "the Financial Information"); Issue Date No of Shares AUD

3.2 This Report has been prepared for the sole purpose of inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the financial information to which it relates for any purpose other than that for which it has been prepared. 17 May 2009 11,750,000(1) 235,000 31 October 2009 12,500,000(1) 500,000

4. Scope of Review of Financial Information 17 September 2010 10,500,000 1,050,000

• 4.1 The Directors are responsible for the preparation and presentation of the Financial Information. The Statement of Comprehensive Income for the period ended 31 August 2010 and the Statement of Financial Position of the Company as at 31 August 2010 has been extracted from the unaudited management accounts of the Company. The Directors have determined that no adjustments are required to be made to this information to make it reflective of the business going forward. 17 September 2010 80,000 ‐ (2) 56,580,000 2,965,000 (1) no of shares adjusted for 1 :2 share consolidation on 12 July 2010 (2) free grant to Burkina Faso staff
• 4.2 We have conducted our review of the Financial Information in accordance with Australian Auditing and Assurance Standard AUS902 "Review of Financial Reports". We have made such enquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including: 2.6 Details of the proposed capital raising are set out in Section 1.1 of this Prospectus. It is proposed that application for listing of the shares currently on issue and issued under this Prospectus will be made to
• (a) review of audited financial statements at 30 June 2010, work papers, accounting records and other documents the Australian Stock Exchange. 2.7 The purpose of the offer is to raise funds to continue its intended exploration program as set out in
• (b) an analytical review of the financial information; Sections 1.5 of this Prospectus.
• (c) inspection of financial records 2.8 Expressions defined in the Prospectus have the same meaning in this report.
• (d) a review of the assumptions used to compile the pro forma balance sheets; 2.9 The nature of this Report is such that it should be given by an entity which holds an Australian
• (e) a comparison of consistency in application of the recognition and measurement principles of applicable Accounting Standards, other mandatory professional reporting requirements and the accounting policies adopted by the Company; and appropriate Australian Financial Services Licence.
  • (f) inquiry of Directors and management.
• 4.3 These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance is less than given in an audit. We have not performed an audit and accordingly, we do not express an audit opinion. 3.1 You have requested Nexia ASR Pty Ltd to prepare an Investigating Accountant's Report ("Report") covering the following information, set out in Sections 12.1 to 12.4 of the Prospectus.

5. Review Statement on Financial Information Investigating Accountants Report

• 5.1 Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that: 2.4 PD has a wholly owned subsidiary, Predictive Discovery SARL, incorporated in Burkina Faso to
• (a) the Financial Information does not fairly represent the financial performance of the Company for the period ended at 31 August 2010 in accordance with: 2.5 To the date of this report PD has raised \$2.965 million from seed capital investors and has 56.58 million shares on issue. Capital raisings have been as follows:
• (i) the accounting policies of the Company; and
• (ii) the recognition and measurement principles prescribed in applicable Accounting Standards and other mandatory professional reporting requirements in Australia; Issue Date No of Shares AUD 1 September 2008 8,000,000(1) 80,000
• (b) the Financial Information does not fairly represent the financial position of the Company as at 31 August 2010 in accordance with: 17 May 2009 11,750,000(1) 235,000
• (i) the accounting policies of the Company; and 31 October 2009 12,500,000(1) 500,000
• (ii) the recognition and measurement principles prescribed in applicable Accounting Standards and other mandatory professional reporting requirements in Australia; 1 April 2010 13,750,000(1) 1,100,000 17 September 2010 10,500,000 1,050,000
  • (c) the pro forma transactions do not form a reasonable basis for the pro forma financial information;
  • (d) the pro forma Statements of Financial Position as at 31 August 2010 have not been properly prepared on the basis of the pro forma transactions; or (1) no of shares adjusted for 1 :2 share consolidation on 12 July 2010
  • (e) the pro forma Statements of Financial Position are not presented fairly in accordance with:
  • (i) the accounting policies of the Company; and
• (ii) the recognition and measurement principles prescribed in applicable Accounting Standards and other mandatory professional reporting requirements in Australia; 2.6 Details of the proposed capital raising are set out in Section 1.1 of this Prospectus. It is proposed that application for listing of the shares currently on issue and issued under this Prospectus will be made to

6. Subsequent Events the Australian Stock Exchange.

6.1 Having regard to the scope of our Report, to the best of our knowledge and belief, other than as set out in the Financial Information no other material items, transactions or events outside the ordinary course of business of the Company subsequent to 31 August 2010 have come to our attention that are not otherwise disclosed in the Prospectus which require comment on, or adjustment to, the information referred to in this Report or which would cause such information to be misleading or deceptive. 2.7 The purpose of the offer is to raise funds to continue its intended exploration program as set out in Sections 1.5 of this Prospectus. 2.8 Expressions defined in the Prospectus have the same meaning in this report. 2.9 The nature of this Report is such that it should be given by an entity which holds an Australian Financial Services Licence under the Financial Services Reform Act 2001. Nexia ASR Pty Ltd holds the

12 October 2010 Predictive Discovery Limited Investigating Accountants Report

7. Declarations 12 October 2010

• 7.1 Nexia ASR Pty Ltd is holds an Australian Financial Services Licence authorising it to publish report of this nature. Investigating Accountants Report
• 7.2 Mr G C Graco ACA is a director and authorised representative of Nexia ASR Pty Ltd and a Partner of Nexia ASR. He has professional qualifications and experience appropriate to the advice offered. 2.4 PD has a wholly owned subsidiary, Predictive Discovery SARL, incorporated in Burkina Faso to administer its activities in that territory.
• 7.3 Nexia ASR Pty Ltd has acted as Investigating Accountant for the Company and has not been involved in the preparation of any other part of this Prospectus. Accordingly, we make no representations as to the completeness or accuracy of the information in any other part of this Prospectus. Nexia ASR Pty Ltd has not made and will not make any recommendation, through the issue of this report, to potential investors in the Company as to the merits of the investment. 2.5 To the date of this report PD has raised \$2.965 million from seed capital investors and has 56.58 million shares on issue. Capital raisings have been as follows: Issue Date No of Shares AUD 1 September 2008 8,000,000(1) 80,000
• 7.4 Neither Mr G C Graco, Nexia ASR Pty Ltd nor its directors, partners or employees has any interest in the outcome of this Prospectus or the proposed capital raising other than in connection with the preparation of this Report and participation in due diligence procedures, for which normal professional fees will be received. Fees are charged on an hourly basis based on personnel undertaking the engagement work. In the preparation of this report our fees are approximately \$10,500, exclusive of GST. 31 October 2009 12,500,000(1) 500,000 1 April 2010 13,750,000(1) 1,100,000 17 September 2010 10,500,000 1,050,000 17 September 2010 80,000 ‐ (2)
• 7.5 Nexia ASR Pty Ltd is the auditor of PD and also provides taxation and other advisory services to the Company. 56,580,000 2,965,000
• 7.6 The Directors have agreed to indemnify and hold harmless Nexia ASR Pty Ltd and its employees from any claims arising out of misstatement or omission in any material or information supplied by the Directors to Nexia ASR Pty Ltd. (2) free grant to Burkina Faso staff
• 7.7 Consent to the inclusion of this Investigating Accountant's Report in the Prospectus in the form and context in which it appears has been given. At the date of this report, this consent has not been withdrawn. application for listing of the shares currently on issue and issued under this Prospectus will be made to the Australian Stock Exchange.

Yours faithfully NEXIA ASR PTY LTD Holder of Australian Financial Services Licence No: 247262 Sections 1.5 of this Prospectus. 2.8 Expressions defined in the Prospectus have the same meaning in this report.

2.9 The nature of this Report is such that it should be given by an entity which holds an Australian Financial Services Licence under the Financial Services Reform Act 2001. Nexia ASR Pty Ltd holds the appropriate Australian Financial Services Licence.

GARY GRACO Authorised Representative 3 Scope

Appendix A 12 October 2010

Nexia ASR Pty Ltd Financial Services Guide

This Financial Services Guide is dated 7 October 2010. 2.4 PD has a wholly owned subsidiary, Predictive Discovery SARL, incorporated in Burkina Faso to administer its activities in that territory.

1. About us 2.5 To the date of this report PD has raised \$2.965 million from seed capital investors and has 56.58

Nexia ASR Pty Ltd (ABN 25 825 209 842, Australian Financial Services Licence no 247262) ("Nexia ASR") has been engaged by Predictive Discovery Limited ("PD or "the Company") to provide a report in the form of an Investigating Accountant's Report (the "Report") for inclusion with the Prospectus to be dated on or about 15 October 2010 for the offer of up to 40,000,000 ordinary shares in the Company. million shares on issue. Capital raisings have been as follows: Issue Date No of Shares AUD

You have not engaged us directly but have been provided with a copy of the Report as a shareholder because of your connection to the matters set out in the Report. 17 May 2009 11,750,000(1) 235,000

2. This Financial Services Guide 31 October 2009 12,500,000(1) 500,000

This Financial Services Guide ("FSG") is designed to assist retail clients in their use of any general financial product advice contained in the Report. This FSG contains information about Nexia ASR generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the Report, and how complaints against us will be dealt with. 1 April 2010 13,750,000(1) 1,100,000 17 September 2010 10,500,000 1,050,000 17 September 2010 80,000 ‐ (2)

3. Financial services we are licensed to provide

Our Australian Financial Services Licence allows us to provide general financial product advice in relation to various financial products such as securities, interests in managed investment schemes, and superannuation to retail and wholesale clients. (1) no of shares adjusted for 1 :2 share consolidation on 12 July 2010 (2) free grant to Burkina Faso staff

4. General financial product advice 2.6 Details of the proposed capital raising are set out in Section 1.1 of this Prospectus. It is proposed that

The Report contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs. You should consider your own objectives, financial situation and needs when assessing the suitability of the Report to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment. application for listing of the shares currently on issue and issued under this Prospectus will be made to the Australian Stock Exchange. 2.7 The purpose of the offer is to raise funds to continue its intended exploration program as set out in Sections 1.5 of this Prospectus.

5. Fees, commissions and other benefits we may receive 2.9 The nature of this Report is such that it should be given by an entity which holds an Australian

Nexia ASR charges fees to produce reports, including this Report. These fees are negotiated and agreed with the entity that engages Nexia ASR to provide a report. Fees are charged on an hourly basis or as a fixed amount, having regard to the time and expertise likely to be engaged in the preparation of the report. Financial Services Licence under the Financial Services Reform Act 2001. Nexia ASR Pty Ltd holds the appropriate Australian Financial Services Licence.

Nexia ASR will receive a fee of approximately \$10,500 (plus GST) for the preparation of this Report and participation in the due diligence committee associated with this Prospectus. Directors or employees of Nexia ASR or other associated entities may receive partnership distributions, salary or wages from Nexia ASR. 3 Scope 3.1 You have requested Nexia ASR Pty Ltd to prepare an Investigating Accountant's Report ("Report") covering the following information, set out in Sections 12.1 to 12.4 of the Prospectus.

12 October 2010 Predictive Discovery Limited Investigating Accountants Report

6. Associations with issuers of financial products 12 October 2010

Nexia ASR and its authorised representatives, employees and associates may in the ordinary course of business from time to time have relationships with the issuers of financial products. Investigating Accountants Report

Nexia ASR Pty Ltd is the auditor of PD and also provides taxation and other advisory services to the Company. 2.4 PD has a wholly owned subsidiary, Predictive Discovery SARL, incorporated in Burkina Faso to administer its activities in that territory.

7. Compensation 2.5 To the date of this report PD has raised \$2.965 million from seed capital investors and has 56.58

Nexia ASR has professional indemnity insurance cover for reports of this nature under its professional indemnity insurance policy. This policy meets the compensation arrangement requirements of section 912B of the Corporations Act 2001. million shares on issue. Capital raisings have been as follows: Issue Date No of Shares AUD

8. Complaints 1 September 2008 8,000,000(1) 80,000

If you have a complaint, please raise it with us first, using the contact details listed below. We will endeavour to satisfactorily resolve your complaint in a timely manner. In addition, a copy of our internal complaints handling procedure is available upon request. 17 May 2009 11,750,000(1) 235,000 31 October 2009 12,500,000(1) 500,000

9. Contact Details 17 September 2010 10,500,000 1,050,000

Nexia ASR can be contacted by sending a letter to the following address: Kevin Mullen Nexia ASR Pty Ltd Level 14, 440 Collins St, Melbourne, Vic, 3000 17 September 2010 80,000 ‐ (2)

SECTION 12 financial information

Presented at 12.2 to 12.4 is the Consolidated Pro-forma Statements of Comprehensive Income, Statements of Financial Position and Notes to the Financial Statements of PD for the period ended 31 August 2010 ("Financial Information").

For information purposes the corresponding balances for the period ended 30 June 2010 is also presented in the Statements of Comprehensive Income and the Statements of Financial Position.

The Financials Information has been prepared on the basis of transactions to 31 August 2010 and adjusted for significant transactions subsequent to that date and significant transactions that would arise if shares were issued pursuant to this Prospectus, as if the issue occurred on 31 August 2010.

12.1 Adjustments to Pro-Forma Statements

The Financial Information has been prepared on the basis of the following adjustments:-

12.1 the following significant transactions that have occurred since 31 August 2010.

Details		Date	Balance Sheet item	Debit AUD	Credit AUD
	Share Issues
A	10,500,000 shares at AUD0.10 per share to investors	17/9/10	Cash assets Shareholders funds	1,050,000	1,050,000
B	80,000 shares at AUD0.10 per share to Burkina Faso based employee(s)	17/9/10	Accumulated losses (i) Shareholders funds	8,000	8,000
C	Licence fee recognition (ii)	17/9/10	Accumulated losses Other Payables	100,000	100,000

(i) as these shares vested immediately to the employee(s) the fair value of the free issue is recognised as an employee benefits expense in full during the financial year of issue

(ii) under the terms of the Company's licence of the Predictor™ software from Ausmodel the first annual licence payment became due and payable on the Company having raised a cumulative total of AUD2 million in share capital from investors. Completion of the capital raising at 12.1.1A on 17 September 2010 triggered this milestone payment. The Company has made a preliminary determination to expense all costs associated with the licence.

12.1.2 that the following significant transactions arising from this Prospectus had occurred on 31 August 2010.

Details		Balance Sheet item	Debit AUD	Credit AUD
	Share Issues (minimum subscription)
A	30,000,000 shares at AUD0.20 per share under the Prospectus	Cash asset Shareholders funds	6,000,000	6,000,000
B	Payment of issue costs	Shareholders funds (i) Cash assets Deferred expenditure (ii)	552,263	538,322 13,941
	Shares Issues (maximum oversubscriptions)
C	10,000,000 shares at AUD0.20 per share under the Prospectus	Cash asset Shareholders funds	2,000,000	2,000,000
D	Payment of issue costs	Shareholder funds (i) Cash assets	128,125	128,125

(i) in accordance with Accounting Standards the costs of the issue are recognised against equity. The amount includes non recoverable GST paid.

(ii) some of the issue cost had been disbursed prior to 31 August 2010

12.2 Consolidated Statement of Comprehensive Income – Predictive Discovery Limited and controlled entities

The following are Consolidated Statements of Comprehensive Income of PD and its controlled entity for the year ended 30 June 2010, and the 2 months ended 31 August 2010 and Pro-forma for the period to 31 August 2010. The pro-forma balances are based on the unaudited Statement of Comprehensive Income for the period ended 31 August 2010, adjusted for:

• significant transactions since that date; and
• the estimated financial impact of the issue under the Prospectus and related transactions as if they had occurred at 31 August 2010.

The Subsequent Events and Prospectus Transactions are fully described at section 12.1

	Audited Year ended 30 Jun 2010	Unaudited 2 months ended 31 Aug 2010	Subsequent Events	Pro-forma Adjustments	Unaudited 2 months ended 31 Aug 2010
	Actual AUD	Actual AUD			Pro-forma AUD
Revenue	10,205	3,206	-	-	3,206
Expenses	-
Employee expenses	(23,459)	(35,654)			(35,654)
Employee Share based payments	-	(222,532)	(8,000)	-	(230,532)
Professional & Consultants expenses	(58,617)	(28,007)	-	-	(28,007)
Office & Travel expenses	(69,312)	(7,899)	-	-	(7,899)
Foreign exchange losses	(3,282)	-	-	-	-
Other expenses	(20,323)	(22,868)	(100,000)	-	(122,868)
Exploration expenditure expense	(17,817)	-	-	-	-
Loss before tax	(182,605)	(313,754)	-	-	(421,754)
Income tax expense	-	-	-	-	-
Loss for the period	(182,605)	(313,754)	-	-	(421,754)
Other comprehensive income	-	-	-	-	-
Total comprehensive income for the period	(182,605)	(313,754)	-	-	(421,754)

To be read in conjunction with the Adjustments to Pro-forma Statements described at section 12.1 and the Notes to the Statement of Financial Position in section 12.4

12.3 Consolidated Statements of Financial Position

The following are Consolidated Statements of Financial Position of PD and its controlled entity at 30 June 2010, and 31 August 2010 and Pro-forma at 31 August 2010. The pro-forma balances are based on the unaudited statement of financial position as at 31 August 2010, adjusted for:

• significant transactions since that date; and
• the estimated financial impact of the issue under the Prospectus and related transactions as if they had occurred at 31 August 2010.

Two alternative version of the pro-forma balance sheet are included, firstly based on the minimum subscription amount of AUD6.0 million and secondly on the basis that the maximum AUD 2.0 million of oversubscriptions are received and accepted.

The Subsequent Events and Prospectus Transactions are fully described at section 12.1.

	Note	Audited Actual 30-Jun-10 AUD	Unaudited Actual 31-Aug-10 AUD	Subsequent Events AUD	Pro-forma Adjustments (minimum subscriptions) AUD	Unaudited Pro-forma (minimum Prospectus subscriptions) 31-Aug-10 AUD	Pro-forma Adjustments (oversub scriptions maximum) AUD	Unaudited Pro-forma (maximum Prospectus subscriptions) 31-Aug-10 AUD
Current assets
Cash and cash equivalents	2	1,174,944	900,752	1,050,000	5,461,679	7,412,431	1,871,875	9,284,306
Trade and other receivables	3	23,814	14,486			14,486		14,486
Total current assets		1,198,758	915,238			7,426,917		9,298,792
Non-current assets
Property, plant and equipment	4	7,593	18,699			18,699		18,699
Exploration expenditure	5	598,939	778,829			778,829		778,829
Deferred Expenditure			13,941		(13,941)	-		-
Total non-current assets		606,532	811,469			797,528		797,528
Total assets		1,805,290	1,726,708			8,224,445		10,096,320
Current liabilities
Trade and other payables	6	110,869	121,569	100,000		221,569		221,569
Provisions	7	12,824	14,763			14,763		14,763
Total current liabilities		123,693	136,332			236,332		236,332
Total liabilities		123,693	136,332			236,332		236,332
NET ASSETS		1,681,597	1,590,375			7,988,113		9,859,988
Equity
Shareholder funds	8	1,915,000	1,915,000	1,058,000	5,447,738	8,420,738	1,871,875	10,292,613
Reserves	9		222,532			222,532		222,532
Accumulated losses		(233,403)	(547,157)	(108,000)		(655,157)		(655,157)
TOTAL EQUITY		1,681,597	1,590,375			7,988,113		9,859,988

To be read in conjunction with the Adjustments to Pro-forma Statements described at section 12.1 and the Notes to the Statement of Financial Position in section 12.4

12.4 Notes to the Statement of Financial Position – Predictive Discovery Limited and controlled entities

1. Summary of Significant Accounting Policies

The significant accounting policies that have been applied in the preparation of the June 2010 financial statements and this special purpose financial report as at 31 August 2010 are set out below. Unless otherwise stated these policies have been applied consistently in both reporting periods.

Basis of preparation

The special purpose financial report has been prepared using the accrual basis of accounting and is based on historical cost, except for the revaluation of certain non-current assets. Cost is based on the fair value of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

The statements of financial position have been prepared on a going concern basis.

(a) Income Tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or used tax losses and tax offsets can be utilised.

(b) Revenue

Revenue is measured at the fair value of the consideration received or receivable. Interest revenue is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the asset's net carrying amount.

All revenue is stated net of the amount of goods and services tax ("GST").

(c) Cash and Cash Equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(d) Receivables

Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.

(e) Impairment of Assets

At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

(e) Impairment of Assets (cont.)

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in the statement of comprehensive income immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cashgenerating unit) in prior years. A reversal of an impairment loss is recognised in the statement of comprehensive income immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.

(f) Exploration, Evaluation and Development Expenditure

Costs arising from exploration and evaluation activities are capitalised and carried forward provided such costs are expected to be recouped through successful development, or by sale, or where exploration and evaluation activities have not, at reporting date, reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves.

Costs carried forward in respect of an area of interest that is abandoned are written off in the period in which the decision to abandon is made.

Contributions received from third parties in exchange for participating interests in exploration and evaluation tenements (e.g. as part of farm-out arrangements) are netted off against the costs carried forward in respect of those tenements in which the third party acquires a participating interest.

(g) Foreign Currency Transactions and Balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences are recognised in the statement of comprehensive income in the period in which they arise.

(h) Payables

Liabilities for trade payables and other amounts are carried at cost, which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Group.

(i) Employee Benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably.

Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.

(j) Share Based Payments

The fair value determined at the grant date of equity settled share-based payments is treated as the cost of assets acquired or expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares or options that will eventually vest. Vesting is not conditional upon market conditions. No asset or expense is recognised for share based payments that do not vest.

For cash settled share based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each reporting date.

(k) Goods and Services Tax (GST)

Revenues, expenses and assets (except receivables) are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the consolidated statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

(l) Critical accounting judgments, estimates and assumptions

The preparation of financial statements in conformity with AIFRS required the use of certain critical estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are:

Exploration and evaluation costs – the Company's recognition policy is set out at note 1(f) above.

			Unaudited	Unaudited
		Unaudited Actual	Pro-forma Balances (Minimum Subscription)	Pro-forma Balances (Maximum Oversubscriptions)
		31 Aug 2010 AUD	31 Aug 2010 AUD	31 Aug 2010 AUD
2.	Cash & Cash Equivalents
	Cash at Bank	900,752	7,412,431	9,284,306
3.	Trade & Other Receivables
	GST /VAT input credits	14,486	14,486	14,486
4.	Property Plant & Equipment
	Office Furniture & Equipment – WDV	18,699	18,699	18,699
5.	Exploration expendit ure Net costs carried forward in respect of :
	• Owned areas of interest	112,855	112,855	112,855
	• Joint venture farm in areas of interest	603,123	603,123	603,123
	• Regional evaluation projects	62,851	62,851	62,851
		778,829	778,829	778,829

The ultimate recoupment of capitalised exploration expenditure in relation to each area of interest is dependent on successful development and commercial exploitation or, alternatively, sale of the respective areas the results of which are still uncertain

6. trade & other payables

	121,569	221,569	221,569
Sundry creditors and accrued expenses	87,984	183,645	183,645
Trade creditors	33,585	37,924	37,924

			Unaudited	Unaudited
		Unaudited Actual	Pro-forma Balances (Minimum Subscription)	Pro-forma Balances (Maximum Oversubscriptions)
		31 Aug 2010 AUD	31 Aug 2010 AUD	31 Aug 2010 AUD
7. short	term provisions
	Employee entitlements	14,763	14,763	14,763
		No. of shares		Paid up value
8. shareholder	funds		AUD	AUD
	Balance : Actual – 30 June 2010	92,000,000	1,915,000	1,915,000
	Consolidation of Shares 12 July 2010 (on 1 for 2 basis)	(46,000,000)	-	-
	Balance – Actual 31 August 2010	46,000,000	1,915,000	1,915,000
	Investor Share issue (note 12.1.1A)	10,500,000	1,050,000	1,050,000
	Employee share issue (note 12.1.1B)	80,000	8,000	8,000
	Pro-forma (pre Prospectus)	56,580,000	2,973,000	2,973,000
	Share Issue pursuant to Prospectus (note 12.1.2A)	30,000,000	6,000,000	6,000,000
	Issue costs (note 12.1.2 B)		(552,263)	(552,263)
	Pro-forma Balance (with Minimum Prospectus Subscriptions)	86,580,000	8,420,738	8,420,738
	Share Issue pursuant to Prospectus (note 12.1.2C)	10,000,000		2,000,000
	Issue costs (note 1.2D)			(128,125)
	Pro-forma Balance (with Maximum Prospectus Oversubscriptions)	96,580,000		10,292,613
9. reserves
	Option Premium Reserve	222,532	222,532	222,532

The Options Premium Reserve arose following the grant of options to employees and directors of the Company on 20 August 2010 pursuant to the Company's Employee Option Plan. Using the Black and Scholes Option valuation methodology, the fair value of the Options was calculated. The following inputs were used:

		Inputs

Number of Options	5,100,000	Share price	AUD0.10
Exercise price	AUD0.25	Expected volatility	77.60%
Expiry dates	20-Aug-2015	Expected dividends	Nil
Risk free interest rate	4.21%
Fair Value Determined
Value of each Option	AUD0.046	Value of all Options AUD222,532

10. Options outstanding

At 31 August 2010 the Directors had approved the grant of 6,000,000 options. Each option entitles the holder to one ordinary share in the Company.

Tranche	Type of Options	Number Options	Expiry date	Exercise price
2010 - Employee	Unlisted	700,000	1–Oct 2015	AUD0.25 (i)
2010 - Director (ii)	Unlisted	4,400,000	1–Oct 2015	AUD0.25 (i)
2010 – Advisor	Unlisted	900,000	1-Oct-2015	AUD0.25

(i) If the optionholder is not in the employ of PD at the time of exercise, the exercise price for the Options will be the higher of 25 cents or the 5 day volume weighted average price of the Shares prior to exercise.

(ii) grant ratified by shareholders at the Company's Annual General Meeting (1-Oct-2010)

11. Related Party Disclosures

Transactions with Related Parties and Directors Interests are disclosed in the Prospectus.

12. Commitments & Contingencies

At the date of the report no material commitments or contingent liabilities exist that the Company is aware of, other than those disclosed in the Prospectus. Attention is drawn to the disclosed commitments under Material Contracts referred to at Section 13.

SECTION 13 material contracts summary

Set out below is a brief summary of certain contracts which have been entered into by PD and which have been identified by it as material and relevant to potential investors. To fully understand all rights and obligations of a material contract it would be necessary to review each contract in full and these summaries should therefore be read in that light.

13.1 Aoura Option Agreement

Pursuant to the Aoura Option Agreement, PD has acquired an option to acquire 95% or the entire Permit No 08/023/MCE (Aoura Permit) in Burkina Faso from Mr Patrice Nabaloum (Mr Nabaloum) and Somika SARL represented by Mr Adama Kindo (together representing all Somika entities) (SOMIKA).

Mr Nabaloum, who held the Aoura Permit on behalf of SOMIKA, has pursuant to a deed of transfer transferred his rights in the Aoura Permit to SOMIKA and guaranteed SOMIKA's performance under the Aoura Option Agreement.

The Aoura Option Agreement, which is subject to the conditions precedent summarised below, permits PD to make progressive option payments on the following basis (with the period up to the final payment referred to as the Option Period):

	Milestone	Payment (\$US)
1	Upon satisfaction of the following conditions precedent:	\$15,000
	• completion of due diligence by PD on the Permit;
	• approval by PD's Board of Directors; and
	• compliance with the laws of Burkina Faso, including obtaining all required approvals and authorisations for the transfer of the permit by the relevant government authority.
2	On or before 31 May 2011	\$30,000
3	On or before 31 May 2012	\$55,000
4	On or before 31 May 2013	\$100,000

* PD may elect to accelerate any of the above payments and the deadlines may be extended by such time as may be agreed by the parties.

Following payment of the final amount:

• PD shall obtain an interest in 95% of the Aoura Permit (with Mr Nabaloum holding the remaining 5% for and on behalf of SOMIKA); and
• Mr Nabaloum is to be granted a net smelter royalty of 1% in respect of PD's 95% interest (based on the total value of production from the Aoura Permit less all costs incurred in respect of the production subsequent to concentrating on the permit (including transport costs, treatment and refining costs to point of sale, taxes and fair market brokerage commissions and related costs of sale)).

During the Option Period, PD shall:

• meet the Government minimal annual expenditure of 270,000 CFA per square kilometre (being approximately \$590 per square kilometre).
• have access and right of entry to the property the subject of the Permit to undertake mining exploration works (with Mr Nabaloum providing local assistance);
• have the exclusive right to represent SOMIKA in all engagements with the Government of Burkina Faso.

PD is required to fund all exploration expenditure on the Aoura Permit until completion of a feasibility study on mineral resources discovered in the Permit.

Following completion of the feasibility study, Mr Nabaloum shall be entitled to either sell the remaining 5% interest (subject to Company's right of first refusal) or convert his 5% interest in the permit into an additional net smelter royalty of 1%.

During this time and for so long as Mr Nabaloum holds a 5% interest, both parties will contribute to expenditure in proportion to their interests and the parties shall form a joint venture (managed by PD), which shall be governed by a formal joint venture agreement for the development and production of any mineral deposit in the permit . If Mr Nabaloum fails to pay his share of expenditure, his interest will convert to a 1% NSR.

The Government of Burkina Faso has a right to acquire a 10% interest in the Aoura Permit pursuant to its legal entitlement. This interest shall be contributed by both parties on a pro rata basis or, where SOMIKA has converted its 5% interest into a 1% net smelter royalty, by PD alone.

PD may withdraw from the Aoura Option Agreement on one month's notice and on doing so will not be required to make any further option payments.

The Parties agree that any artisanal mining activity on the Permit is to be limited to hand tools only. PD's activities will at all times have priority over any artisanal mining activities. If PD wishes to transfer its interest, it will guarantee artisanal mining rights to SOMIKA. If PD discovers a small surface deposit which it deems uneconomical to mine, PD will allow SOMIKA to mine it.

The agreement, which is governed by the laws of Burkina Faso contains warranties (including as to title to the Aoura Permit, compliance with laws and information disclosure) and is governed by the laws of Burkina Faso with disputes to be resolved by arbitration under the UNCITRAL Arbitration Rules.

13.2 Tangagari Option Agreement

Pursuant to the Tangagari Option Agreement, PD has also acquired an option agreement to acquire 95% of the entire Permit No 2009/068/MCE (Tangagari Permit) in Burkina Faso from Mr Sebi Bourougou and Societe Miniere Kindo Adama – Somika SARL and Mr Adama Kindo (representing all SOMIKA entities) (Tangagari Option Agreement).

The Tangagari Option Agreement is on the same terms as the Aoura Option Agreement summarised in section 13.1 above save that the amounts payable to Somika are as follows:

	Milestone	Payment (\$US)
1	Upon satisfaction of the following conditions precedent:	\$20,000
	• completion of due diligence by PD on the Tangagari Permit;
	• approval by PD's board of Directors; and

• compliance with the laws of Burkina Faso, including obtaining all required approvals and authorisations for the transfer of the Tangagari Permit by the relevant government authority.

2	On or before 31 May 2011	\$40,000
3	On or before 31 May 2012	\$60,000
4	On or before 31 May 2013	\$100,000

* PD may elect to accelerate any of the above payments and the deadlines may be extended by such time as may be agreed by the parties

Following payment of the final amount, the same arrangements as in respect of the Aoura Option Agreement referred to in section 13.1 above apply including:

• PD obtaining an interest in 95% of the Tangagari Permit (with Mr Bourougou holding the remaining 5% for and on behalf of SOMIKA); and
• Mr Bourougou is to be granted a net smelter royalty of 1% in respect of PD's 95% interest;
• PD being required to fund all exploration expenditure pending completion of a feasibility study;
• That following completion of the feasibility study, Mr Bourougou shall be entitled to either sell the remaining 5% interest (subject to PD's right of first refusal) or convert his 5% interest in the permit into an additional net smelter royalty of 1%; and
• the Government of Burkina Faso having a right to acquire a 10% interest in the Tangagari Permit pursuant to its legal entitlement (contributed on a pro rata basis or, where SOMIKA has converted its 5% interest into a 1% net smelter royalty, by PD alone).

13.3 Boussouma Option Agreement

Pursuant to the Boussouma Option Agreement, PD has also acquired an option agreement to acquire 95% of or the entire Permit No 06/90/MCE (Boussouma Permit) in Burkina Faso from Somika SARL and Mr Adama Kindo (representing all SOMIKA entities) (Boussouma Option Agreement).

The Boussouma Option Agreement is on the same terms as the Aoura Option Agreement summarised in Section 13.1 above save that the amounts payable to SOMIKA are as follows:

	Milestone	Payment (\$US)
1	Upon satisfaction of the following conditions precedent:	\$15,000
	• completion of due diligence by PD on the Boussouma Permit;
	• approval by PD's Board of Directors; and
	• compliance with the laws of Burkina Faso, including obtaining all required approvals and authorisations for the transfer of the Tangagari Permit by the relevant government authority.
2	On or before 31 May 2011	\$30,000
3	On or before 31 May 2012	\$55,000
4	On or before 31 May 2013	\$100,000

* PD may elect to accelerate any of the above payments and the deadlines may be extended at by such time as may be agreed by the parties.

Following payment of the final amount, the same arrangements as in respect of the Aoura Option Agreement referred to in Section 13.1 above apply including:

• PD obtaining an interest in 95% of the Boussouma Permit (with SOMIKA holding the remaining 5%); and
• SOMIKA is to be granted a net smelter royalty of 1% in respect of PD's 95% interest;
• PD being required to fund all exploration expenditure pending completion of a feasibility study;
• That following completion of the feasibility study, SOMIKA shall be entitled to either sell the remaining 5% interest (subject to PD's right of first refusal) or convert his 5% interest in the permit into an additional net smelter royalty of 1%; and
• the Government of Burkina Faso having a right to acquire a 10% interest in the Boussouma Permit pursuant to its legal entitlement (contributed on a pro rata basis or, where SOMIKA has converted its 5% interest into a 1% net smelter royalty, by PD alone).

13.4 BPL Heads of Agreement – Sirba, Madyabari, Tantiabongou and Fouli

Pursuant to the BPL Heads of Agreement, Knights Landing Limited ACN 111 181 054 (Vendor), through its wholly subsidiary Birrimian Pty Ltd (BPL), is the owner of the following tenements in Burkina Faso:

• Permit No 05/059/MCE (Sirba);
• Permit No 05/061/MCE (Madyabari);
• Permit No 07/019/MCE (Tantiabongou); and
• Permit No 05/060/MCE (Fouli)

(together the BPL Permits) , and has granted PD the right to acquire a 60% interest in BPL (BPL Heads of Agreement).

Pursuant to the agreement, PD may earn a 60% interest in the issued capital in BPL by expending \$2 million (inclusive of the money expended through its minimum expenditure obligations) on the BPL Permits before 30 June 2012.

PD is required to spend a minimum of \$600,000 on the BPL Permits prior to 30 November 2010 before PD can withdraw.

Following completion of the earn-in expenditure, PD will acquire a 60% shareholding in BPL, and PD will have a majority on the Board of BPL.

Following confirmation of this expenditure, the parties may enter into a formal joint venture agreement in place of and on the same terms as the BPL Heads of Agreement and all expenditure requirements shall be funded in proportion to their respective shareholdings in BPL.

If either party does not wish to fund its share of BPL expenditure, that party may dilute its shareholding in accordance with the agreed procedure for voluntary dilution. A shareholder diluted below 1% will be deemed to have withdrawn for no consideration.

PD shall be the operations manager from the date of execution of the BPL Heads of Agreement until the end of the earn-in period and shall continue as manager for so long as it is the single largest shareholder in BPL.

Neither party may transfer its shares in BPL to a third party without having first offered the shares to the other and, in the event that the shares are transferred to a third party, that third party agreeing to be bound by the terms of the BPL Heads of Agreement or joint venture agreement (as applicable).

If a shareholder wishes to assign its shares in BPL the other BPL Shareholders will have a right of first refusal over the shares.

13.5 Letter agreement with original Birrimian shareholders

Pursuant to a letter agreement dated 8 January 2010 between PD and the original shareholders of Birrimian Pty Ltd (being Serge Justin Tegawende Nitiema, Martin Joachim Pawlitschek and Audace Ntungicimpaye), it was agreed that if Knights Landing Ltd defaults in its obligations to the original shareholders such that the original shareholders take back all of the issued shares in Birrimian Pty Ltd, then the original shareholders will recognise the rights of PD under the BPL Heads of Agreement referred to above, and will step into the shoes of Knights Landing Ltd under the BPL Heads of Agreement.

13.5 Benmara Heads of Agreement

Pursuant to the Benmara Heads of Agreement, PD has subject to certain conditions the right to a 51% interest in EL 24645 and EL 24666 (Benmara Tenements) in the Northern Territory currently owned by Lagoon Creek Resources Pty Ltd ACN 110 829 751 (Vendor) (Benmara Heads of Agreement).

In consideration for the option, Company shall incur or commit expenditure of \$300,000 on the Benmara Permits before 1 March 2011 (Option Commitment). PD may withdraw from the Benmara Heads of Agreement at any time after satisfying this requirement.

Following confirmation of this Option Commitment expenditure,

• PD shall have the right to earn a 51% in the Benmara Tenements by expending \$2 million on the Benmara Tenements within a period of 4 years from the date of the Benmara Heads of Agreement, provided that at least \$1 million of that expenditure is incurred or committed in the conduct of physical exploration on the Benmara Tenements;
• PD will manage the operation of the Benmara Tenements (including the payment of rates and rentals); and
• the parties may enter into a formal joint venture agreement consistent with the terms summarised below.

The Benmara Joint Venture when formed shall include all the terms and conditions consistent with the Benmara Heads of Agreement and such additional terms as are usual and appropriate for exploration and production joint venture agreements, including the following:

• the parties shall contribute to the joint venture's expenditure requirements in proportion to their respective equity interests in accordance with a 12 month work program and budget to be provided by PD to the Vendor;
• PD will manage the joint venture and will continue as manager for so long as it holds the largest equity interest and is contributing towards the joint venture's expenditure requirements for a 12 month period;
• in the event PD elects not to contribute to the work program, the Vendor will be entitled to undertake an exploration program on a sole-risk basis and shall provide the technical and financial reporting in place of PD as manager;
• if neither party wishes to contribute for a 12 month period, the parties will adopt the minimum work program and budget necessary to maintain the tenements in good standing and both parties will contribute in proportion to their interests;

• in the event a party fails to pay its share of expenditure within 30 days of a call being made, that party will be deemed to have elected to dilute their equity interest in accordance with the agreed dilution formula;

• where a party's interest is diluted below 10% that party will be deemed to have withdrawn from the joint venture and must transfer its remaining interest to the other party in return for a 2% net smelter royalty entitlement; and

• no party may assign its interest without first offering it to the other;
• the Vendor will have a right of first refusal in respect of PD's right, title and interest in any off-take.

13.7 Venture IP Agreement (VIPA)

The Venture IP Agreement (VIPA) was entered into on 8 September 2008 between each of Predictive Discovery Ltd (PD), Commonwealth Scientific and Industrial Research Organisation (CSIRO), James Cook University (JCU), The University of Western Australia (UWA) and Ausmodel Pty Limited (Ausmodel). It was amended pursuant to a Deed of Variation of 30 April 2009.

The VIPA primarily relates to each party's use, ownership and commercialisation rights to certain "Venture IP". The Venture IP is broadly described as 3D modelling and simulation software and processes for use in mineral exploration and is specifically detailed in the VIPA. The Venture IP is currently legally owned by Ausmodel on trust for CSIRO, JCU and UWA (the "Venture IP Owners"). No warranties or representations of any form are given in relation to the Venture IP.

The VIPA provides for PD to purchase the legal and beneficial ownership of the Venture IP and all of the issued shares in Ausmodel for a minimum payment to the Venture IP Owners of \$1,000,000 ("IP Sale Price"). At the option of the Venture IP Owners the IP Sale Price may be adjusted by an independent valuation and may be paid in either cash or the equivalent value of PD shares.

The above Venture IP transaction is conditional upon:

• PD raising at least two million Australian dollars in capital by 30 December 2010 (including \$500,000 by 30 December 2009); and
• PD raising an additional amount of \$20,000,000 in capital by 30 December 2014.

If PD fails to achieve either of the above raisings then PD's rights to acquire the shares in Ausmodel and ownership of the Venture IP will be forfeited, unless agreed otherwise.

13.8 Technology Licence Agreement

This Technology Licence Agreement was entered into on 8 September 2008 between each of Predictive Discovery Ltd (PD) and Ausmodel Pty Limited (Ausmodel) with the consent of Commonwealth Scientific and Industrial Research Organisation (CSIRO), James Cook University (JCU), The University of Western Australia (UWA). It was amended pursuant to a Deed of Variation of 30 April 2009.

The purpose of the Technology Licence Agreement is to provide PD with a licence to use the Venture IP during the interim period until it obtains ownership of the Venture IP pursuant to the VIPA. PD may not sublicense or otherwise exploit the Venture IP and the Venture IP Owners also retain specified rights to the Venture IP.

Upon raising at least two million dollars in seed capital by 30 December 2010 (including \$500,000 by 30 December 2009) PD is granted an exclusive worldwide licence (non-exclusive in Australia) to use the Venture IP within PD's business within the field of minerals exploration, including uranium.

If PD does not raise the minimum amount then the licence does not become effective and the agreement terminates.

Upon the licence becoming effective, PD is to use diligent efforts to actively use the Venture IP outside Australia and is also required to pay Ausmodel at least \$300,000 per annum (consisting of a licence fee and a fee for consultancy services, at least half of such services should relate to the use of the Venture IP outside Australia).

PD is responsible for validating the Venture IP for its requirements and all costs associated therewith. There are no warranties provided to PD in relation to use of the Venture IP and PD indemnifies Ausmodel and the Venture IP Owners for any losses arising from PD's use of the Venture IP.

The agreement terminates when PD pays the IP Sale Price (as all rights to the Venture IP will transfer to PD at that date). Ausmodel also has rights to terminate if there is an unrectified breach by PD.

SECTION 14 corporate governance

The Company has adopted the Principles of Corporate Governance and Recommendations published by ASX Corporate Governance Council. As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration. The following table summarises the Company's position in this regard.

Requirement Response

1 Lay solid foundations for management and oversight

1.1 Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions

The Board recognises the importance of distinguishing between the respective roles and responsibilities of the Board and management. The respective roles and responsibilities of Board and the Managing Director are set out in the Company's Board Charter.

The primary responsibility of the Board is to protect and advance the interest of shareholders. To fulfil this role, the Board has overall responsibility for developing and approving the Company's corporate strategy and monitoring implementation of strategy, appointing the Managing Director, monitoring senior executives' performance and approving the Company's risk and audit framework. The Board is also responsible for the Company's general corporate governance matters, including matters such as disclosures and the appointment and monitoring of any committees set up by the Board. The Managing Director has primary responsibility to the Board for the affairs of the Company. The Managing Director's responsibilities include implementing and monitoring (together with the Board) the strategic and financial plans for the Company, managing the appointment of senior executive positions, being the primary channel of communication and point of contact between the senior executives and the Board, providing strong leadership to, and effective management of, the Company and otherwise carrying out the day to day management of the Company.

This recommendation is also satisfied in as much as should a new Director be appointed, the Company's Board Charter and other corporate governance documentation together with updated financial statements will be given to the new Directors together with a formal letter of appointment which will set out details in respect of, amongst other matters:

• • the Company's financial, strategic, operational and risk management position;
• • each Director's rights, duties and responsibilities; and
• • the role of the Board and senior executives.

1.2 Companies should disclose the process for evaluating the performance of senior executives	The Company's goals for the year are set out in the Annual Report and these are used as the basis for evaluating performance of senior executives. Performance evaluations are undertaken annually, in June, by the Managing Director. The Managing Director's performance evaluation is also undertaken annually, in June, by the Board.
1.3 Companies should provide the information indicated in the Guide to reporting on Principle 1	It is intended that: • an explanation of any departure from Recommendations 1.1, 1.2 or 1.3 will be included in the corporate governance statement in the annual report
•	the annual report will disclose whether a performance evaluation for senior executives has taken place in the reporting period and whether it was in accordance with the process disclosed.

	Requirement	Response
2	Str uct ure the board to	add val ue
	2.1 A majority of the board should be independent directors	This recommendation is satisfied.
	2.2 The chair should be an independent director	This recommendation is satisfied.
	2.3 The roles of chair and Managing Director should not be exercised by the same individual	This recommendation is satisfied.
	2.4 The board should establish a nomination committee	The Board has not adopted a charter relevant to the specific functions of a nomination committee. Given the size of the Company and the Board, straight forward structure of the Company, the directors consider that any efficiencies achieved by the establishment of a nomination committee would be minimal, thereby not making its establishment cost effective. The Company has board processes in place which raise the issues that would otherwise be considered by a nomination committee.
	2.5 Companies should disclose the process for evaluating the performance of the board, its committees and individual directors	The Directors consider that due to the size of the Company and its Board, such a formal review procedure is not appropriate at this point in time and has instead adopted a self-evaluation process to measure its own performance. This recommendation is satisfied in as much as the details have been included in the Annual Report and in the Board Charter.
	2.6 Companies should provide the information indicated in the Guide to reporting on Principle 2	The following material are intended to be included in the annual report:
		• the skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report
		• the names of the directors considered by the board to constitute independent directors and the company's materiality thresholds
		• the existence of any of the relationships listed in Box 2.1 of the Guide (regarding director independence) and an explanation of why the board considers a director to be independent, notwithstanding the existence of those relationships
		• a statement as to whether there is a procedure agreed by the board for directors to take independent professional advice at the expense of the company
		• a statement as to the mix of skills and diversity for which the Board is looking to achieve in membership of the Board
		• the period of office held by each director in office at the date of the annual report
		• whether a performance evaluation for the board, its committees and directors has taken place in the reporting period and whether it was in accordance with the process disclosed
		• an explanation of any departures from Recommendations 2.1, 2.2, 2.3, 2.4, 2.5 or 2.6.

Requirement Response

3 Promote ethical and responsible decision making

3.1 Companies should establish a code of conduct and disclose the code or a summary of the code as to: • the practices necessary to maintain confidence in the company's integrity	This recommendation is satisfied. The Company's Code of Conduct sets out the Company's expectations for the conduct by the Company's directors, senior executives and employees, including in relation to business conduct, personal and professional conduct (such as confidentiality, personal behaviour, diversity and respect for others).
• the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders
• the responsibility and accountability of individuals for reporting and investigating reports of unethical practices
3.2 Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include measurable objectives for achieving gender diversity. The policy should include requirements for the Board to establish measurable objectives for achieving gender diversity for the Board to assess annually both the objectives and progress in achieving them.	This recommendation is satisfied. The Company's Code of Conduct sets out the Company's policy concerning diversity. The Company's policy concerning diversity is as follows: The Company recognises that diversity is an economic driver of competitiveness for companies and it strives to promote an environmental and culture conducive to the appointment of well qualified persons so that there is appropriate diversity to maximise the achievement of corporate goals. The Company will disclose its objectives for achieving diversity and progress in achieving them in each annual report. In order to promote gender diversity, the Company will engage in reviews and reporting to the Board about the proportion of women at the Company and strategies to address diversity. The Company intends to recruit the most qualified persons for each position and considers persons from a diverse pool of qualified candidates.
3.3 Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them.	The diversity objectives are intended to be included in the annual report.
3.4 Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the Board.	These objectives are intended to be included in the annual report.
3.5 Provide the information indicated in Guide to Reporting on Principle 3	The following material are intended to be made publicly available on the company's website in a clearly marked corporate governance section:
	• any applicable code of conduct or a summary
	• the trading policy or a summary.

	Requirement	Response
4	Safeg uard integrity in financial	reporting
	4.1 The board should establish an audit committee	The board has taken the decision in principle to establish an audit committee during the current financial year (1 July 2010-30 June 2011)
	4.2 The audit committee should be structured so that it:	The audit committee when it is constituted will be fully compliant with the guidelines as stated here.
	• consists only of non-executive directors
	• consists of a majority of independent directors
	• is chaired by an independent chair, who is not chair of the board
	• has at least three members.
	4.3 The audit committee should have a formal charter	This recommendation is satisfied.
	4.4 Companies should provide the information indicated in the Guide to	The following material are intended to be included in the corporate governance statement in the annual report:
	reporting on Principle 4	• the names and qualifications of those appointed to the audit committee and their attendance at meetings of the committee, or, where a company does not have an audit committee, how the functions of an audit committee are carried out
		• the number of meetings of the audit committee
		• explanation of any departures from Recommendations 4.1, 4.2, 4.3 or 4.4.
		The following material are intended to be made publicly available on the company's website in a clearly marked corporate governance section:
		• the audit committee charter
		• information on procedures for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners.
5	Make timely and balance	disclos ure
	5.1 Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements to ensure accountability at senior executive level for that compliance and disclose those policies or a summary of those policies	This recommendation is satisfied. The Company has established written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability for compliance. The Company's Continuous Disclosure Policy sets out the Company's policies and procedures with regard to the reporting of material price sensitive information to the ASX subject to confidentiality carve-out aspects and the Company's procedures in this regard.
	5.2 Companies should provide the information indicated in the Guide to reporting on Principle 5	An explanation of any departures from Recommendations 5.1 or 5.2 are intended to be included in the corporate governance statement in the annual report.
		The policies or a summary of those policies designed to guide compliance with Listing Rule disclosure requirements are intended to be made publicly available on the company's website in a clearly marked corporate governance section.

6 Respect the rights of shareholders

	6.1 Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy	The Company places a high priority on communications with its shareholders. Although the Company does not have a standalone communications policy, the Company considers that its Continuous Disclosure Policy, together with disclosure through the following means, should be sufficient to promote effective communications with shareholders:
	or a summary of that policy	• announcements released to through the ASX company announcements platform;
		• notices of meetings to shareholders; and
		• provision of all relevant documentation released on the Company's website.
	6.2 Companies should provide the	An explanation of any departure from
	information indicated in the Guide to reporting on Principle 6	Recommendations 6.1 or 6.2 are intended to be included in the corporate governance statement in the annual report.
		The company intends to describe how it will communicate with its shareholders publicly, by posting this information on the company's website in a clearly marked corporate governance section.
7	Recognise and manage risk
	7.1 Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies	Although there is no standalone risk management policy, the Board Charter provides that it is the Board's responsibility to approve the Company's risk and audit framework, systems of risk management and internal control, as well as approving compliance with any risk and audit policies and protocols in place at the time.
	7.2 The board should require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company's management of its material business risks	This recommendation is satisfied.
	7.3 The board should disclose whether it has received assurance from the Managing Director (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks	This recommendation is satisfied.

Requirement		Response
	7.4 Companies should provide the information indicated in the Guide to reporting on Principle 7	The following material are intended to be included in the corporate governance statement in the annual report:
		• explanation of any departures from Recommendations 7.1, 7.2, 7.3 or 7.4
		• whether management has reported to the board under Recommendation 7.2
		• whether the board has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) under Recommendation 7.3.
8	Rem unerate fairly and responsibly
	8.1 The board should establish a remuneration committee	This recommendation is not satisfied. Given the size of the Company and the Board, and the start up nature and straight forward structure of the Company, the Directors consider that any efficiencies achieved by

the establishment of a remuneration committee would be minimal, not

		making its establishment cost effective.
	8.2 The remuneration committee should be structured so that it consists of a majority of independent directors, is chaired by an independent director and has at least three members	Refer to Response to 8.1.
	8.3 Companies should clearly distinguish the structure of non executive directors' remuneration from that of executive directors and senior executives	This recommendation is satisfied. However, Board members are entitled to options having regard to the small number of the Company's management team.
	8.4 Companies should provide the	The following material or a clear cross-reference
	information indicated in the Guide to Principle 8	to the location of the material are intended to be included in the corporate governance statement in the annual report or elsewhere in the annual report (as appropriate):
		• the existence and terms of any schemes for retirement benefits, other than superannuation, for non-executive directors
		• an explanation of any departures from Recommendations 8.1, 8.2, 8.3 or 8.4.

In addition to this and consistent with ASX Listing Rule requirements, the Company has a policy concerning trading in its shares by directors and other designated persons. A copy of that Trading Policy is to be made available on the Company's website.

SECTION 15 additional information

15.1 RIGHTS ATTACHING TO SHARES

A shareholding in PD is held subject to its Constitution. This has been approved by the ASX as being consistent with its Listing Rules and is similar to those of other public listed companies. Shares to be issued under this Prospectus will rank equally with the existing ordinary Shares. The Constitution may be inspected at the registered office during ordinary business hours by prior appointment. The following is a summary of the principal rights of Shareholders.

Issue of Shares - The power to issue Shares and other securities in the capital of PD lies with the Board, subject to the restrictions contained otherwise in the Constitution, the Listing Rules and the Corporations Act.

Voting - Every Shareholder present in person or by proxy at a meeting of Shareholders has one vote on a vote taken by a show of hands, and on a poll, every Shareholder who is present in person or by proxy has one vote for every fully paid Share held. A poll may be demanded at a meeting in the manner permitted by the Corporations Act.

Dividends - Dividends are payable upon the determination of the Directors, who may fix the amount, time for payment and method of payment of dividends.

Transfer of Shares - Subject to the Corporations Act, Listing Rules and ASPL Settlement Rules, a Shareholder may transfer Shares by an instrument in writing in a form approved by the Directors. Except as otherwise provided for in the Listing Rules or the ASPL Settlement Rules, the Directors may in certain circumstances refuse to register any transfer of Shares, or request ASTC or the share registry to apply a holding lock to prevent a proper ASPL transfer of Shares.

Meetings and Notice - Each Shareholder is entitled to receive notice of, and to attend, general meetings of PD and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act and the Listing Rules. A Director may call a meeting of members and members may also requisition or convene general meetings in accordance with the procedures for member-initiated meetings set out in the Corporations Act. Shareholders must be given at least 28 days written notice of any general meeting unless otherwise permitted by the Corporations Act.

Rights on Winding up - All Shares rank equally in the event of a winding up, subject to any amount remaining unpaid on any Shares. Once all the liabilities of PD are met, the liquidator may, with the sanction of a special resolution of the members, divide amongst the members all or any of PD's assets and for that purpose determine how the liquidator will carry out the division between the different classes of members.

Variation of Rights - If the Share capital is divided into different classes of Shares, the rights attached to any class may be varied or cancelled by a special resolution passed at a general meeting of the holders of Shares in that class or with the written consent of three quarters of the holders of Shares in that class.

Unmarketable Parcels - If a Shareholder holds a number of Shares that is less than a marketable parcel (as defined in the Listing Rules), PD has the power to sell or dispose of such Shares unless otherwise instructed by the Shareholder. The net proceeds from the sale will be paid to the Shareholder.

ASX Listing Rules - If PD is admitted to the Official List of ASX, then despite anything in the Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision or not to contain a provision the Constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

15.2 CURRENT SHAREHOLDING DETAILS

PD currently has 56,580,000 Shares on issue. Pursuant to the Offer, the minimum number of Shares to be issued is 30 million Shares. Following the Offer, the total Shares on issue is expected to be 86,580,000. If PD raises \$8 million under the Offer, PD will issue an additional 10,000,000 Shares.

Following the issue of Shares under the Offer no Shareholder is expected to have greater than a 10% shareholding in PD. Black Fire Minerals Ltd (7,250,000 Shares) and Equity Trustees Limited (ACF Lowell Resources Fund) (6,250,000 Shares) are the only Shareholders who are expected to hold greater than 5% of the Shares, following the issue of Shares under the Offer.

Prior to the Offer the Company has been funded by conducting capital raising to certain investors. The most recent of these raisings was on 17 September 2010, when PD issued 10.5 million Shares at 10 cents per Share to raise \$1.05 million. Prior to that, on 1 April 2010, PD issued 13.75 million Shares calculated at 8 cents per Share on a post-consolidation basis to raise \$1,100,000.

15.3 OPTIONS

There are 6,000,000 options to subscribe for Shares on issue held directly or indirectly as follows:

Date options granted	Number of Options
Directors (see Section 15.5)	4,400,000
Employees	700,000
Axiom Advisory Pty Ltd	900,000
Total	6,000,000

PD has established an Employee Option Plan for the purposes of recognising the ability and efforts of employees (including Directors) who have contributed to its success, provide an incentive for employees and directors to achieve the long term objectives of PD and improve its performance, and attract and retain persons of experience and ability. Under the Plan Rules, PD has the ability to issue options to any employee including Directors in such quantums, on such terms and subject to such conditions as PD's Board in its discretion determines. The issue of Options to Directors is, however, subject to Shareholder approval.

If a Director or employee is still engaged by PD at the time the Options are exercised, the exercise price for the Options will be 25 cents per share. If such an optionholder is not engaged by PD at the time of exercise, the exercise price for the Options will be the higher of 25 cents or the 5 day volume weighted average price of the Shares prior to exercise.

The Options issued to Axiom Advisory Pty Ltd (Axiom) are exercisable at 25 cents and are exercisable between 24 and 60 months following the grant date, being 1 October 2010 (Grant Date). Refer to section 1.10 for further details regarding the use of Options to Axiom. The Options issued to the Directors and employees (apart from Paul Roberts and Phillip Harman) are exercisable between 36 and 60 months following the Grant Date. The Options issued to Paul Roberts are exercisable as follows: 600,000 between 24 and 60 months post Grant Date, 600,000 between 36 and 60 months post Grant Date and 500,000 between 48 and 60 months post Grant Date. The Options issued to Phillip Harman are exercisable as follows: 450,000 between 36 and 60 months post Grant Date and 450,000 between 48 and 60 months post Grant Date.

A copy of the Employee Option Plan is available on PD's website: http://www.predictivediscovery.com/. Under the Plan, each Option entitles the holder to subscribe for one ordinary share in PD. In the event that a takeover bid within the meaning of the Corporations Act is made for the shares in PD and the bidder becomes entitled to compulsorily acquire all of the shares, all unvested Options become vested and any options not exercised by the end of the bid period shall lapse. If a court orders a meeting to be held in relation to a proposed scheme of arrangement in relation to PD the effect of which may be that a person will have a relevant interest in at least 90% of the ordinary shares in PD, all unvested Options become vested and any options not exercised during the period which is 7 days after the meeting shall lapse.

15.4 MANAGING DIRECTOR CONTRACT

PD has entered into an employment agreement with Mr Paul Roberts pursuant to which Mr Roberts acts as Managing Director of PD for a term of two years commencing from 30 July 2010. Pursuant to the agreement, PD provides to Mr Roberts an annual salary component of \$200,000 per annum inclusive of statutory superannuation. The Board will review the salary annually. PD is also required to reimburse Mr Roberts for any expenses incurred by him in the course of his employment and any additional reasonable expenses incurred by him during the performance of his duties and functions.

The agreement may be terminated by Mr Roberts by providing twelve months notice in writing. The agreement may be terminated immediately by PD in certain circumstances, for example, in the case of serious misconduct or gross negligence. The agreement may also be terminated by PD without cause by providing 12 months notice in writing (in which case, Mr Roberts will be entitled to salary up to and including the date of termination) or immediately by paying Mr Roberts an amount equal to 12 months total remuneration.

15.5 INTERESTS OF DIRECTORS

Pursuant to letters of appointment from PD and accepted by each of Phil Henty, Bobby Danchin, Phillip Harman and Tom Whiting, each of those Directors is continuing his appointment to the Board as a non-executive Director.

Each Director and PD Secretary has entered into a Deed of Access, Indemnity and Insurance with PD. This entitles each Officer to access board papers, be indemnified from liability, and to have PD take out directors and officers insurance to the extent PD is able to obtain it. Each such deed applies to the extent permitted by law and is on a conventional basis.

Except as disclosed in this Prospectus, no Director holds, or during the last two years has held, any interest in:

(a) the formation or promotion of PD;

(b) property acquired or proposed to be acquired by PD in connection with its formation or promotion of the Offer; or

(c) the Offer,

and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to any Director to induce him to become or to qualify as a Director or otherwise for services rendered by him in connection with the formation or promotion of PD or the Offer.

The Directors are not required to hold any Shares in PD under the Constitution.

At the date of this Prospectus the relevant interest of each of the Directors in the securities of PD is as follows:

Director	Shares	Options
Phillip Harman	1,687,500	900,000
Paul Roberts	3,187,500	1,700,000
Philip Henty	5,312,500	600,000
Tom Whiting	937,500	600,000
Robert Danchin	-	600,000
Total	11,125,000	4,400,000

Several Directors have expressed interest in applying for Shares under the Offer on the same basis as other Shareholders.

Details of the nature of the Directors Options are set out in Section 14.3.

The Constitution provides that the non-executive Directors may collectively be paid as remuneration for their services a fixed sum not exceeding the aggregate maximum from time to time determined by PD in general meeting. Until a different amount is determined, aggregate cash remuneration payable to the Directors is \$500,000 per annum excluding any remuneration payable to any non-executive Director under an executive service contract with PD or one of its related bodies corporate. Each non-executive Director is entitled to a \$35,000 per annum payment including superannuation except for the Chairman where the amount is \$50,000.

A Director may be paid fees or other amounts as the Directors determine when a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties. PD intends to effect and maintain Directors' and Officers' Liability insurance.

15.6 INTEREST OF EXPERTS

Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, has, or has had within the two years before lodgement of this Prospectus with ASIC, any interest in:

• (a) the formation or promotion of PD;
• (b) any property acquired or proposed to be acquired by PD in connection with its formation or promotion or in connection with 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 those persons for services rendered by them in connection with the formation or promotion of PD or the Offer.

Chris Young Consulting Pty Ltd expect to receive professional fees of approximately \$26,000 for the provision of the Independent Geologist's Report.

Dr Alison Dugdale expects to receive professional fees of approximately \$1,000 for the provision of the Expert's Report in relation to the Predictore™ Technology.

Cabinet D'Avocats Bernardin Dabire expects to receive professional fees of approximately \$12,000 for the preparation of the Burkina Faso Report on Mining Tenements contained in this Prospectus.

Michael Bula Solicitors expects to receive professional fees of approximately \$30,000 for translation and coordination services in relation to preparation of the Burkina Faso report on Mining Tenements contained in the Prospectus.

Hetherington Exploration & Mining Title Services Pty Ltd expects to receive professional fees of approximately \$10,000 for the preparation of the Australian Report on Mining Tenements contained in this Prospectus.

Nexia ASR Pty Ltd expects to receive professional fees of approximately \$10,500 for accounting services in connection with this Prospectus including the provision of the Investigating Accountant's Report.

Nexia ASR expect to receive professional fees of approximately \$45,000 per annum for auditing services.

Axiom Advisory Pty Ltd has been appointed as corporate advisor to PD for which it will be paid fees as detailed in Section 1.10.

Blackswan Equities Ltd has been appointed sponsoring broker and lead manager for which they will be paid fees as detailed in Section 1.11.

Link Market Services Ltd has been appointed as PD's share registry and expects to be paid for these services on normal commercial terms, which are estimated at \$22,000 per annum.

Baker & McKenzie expects to receive professional fees of approximately \$90,000 for legal work undertaken by them in connection with this Prospectus.

15.7 CONSENTS

Each of the parties referred to in Section 15.6 does not make, or purport to make, any statement in this Prospectus or on which a statement made in this Prospectus is based other than as specified in that Section and 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 that party as specified in this Section.

Chris Young Consulting Pty Ltd has given its written consent to the inclusion in Section 7 of this Prospectus of its Independent Geologist's Report and to all statements to those reports in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with the ASIC, but is not responsible for any other part of this Prospectus and has not authorised or caused the issue of any other part of this Prospectus.

Dr Allison Dugdale has given her written consent to the inclusion in Section 8 of this Prospectus of her Expert's Report in relation to the Predictore™ Technology and to all statements to those reports in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with the ASIC, but is not responsible for any other part of this Prospectus and has not authorised or caused the issue of any other part of this Prospectus.

Cabinet D'Avocats Bernardin Dabire has given its written consent to the inclusion in Section 9 of this Prospectus of their Report on Burkina Faso Tenements and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with the ASIC, but is not responsible for any other part of this Prospectus and has not authorised or caused the issue of any other part of this Prospectus.

Michael Bula Solicitors has given its written consent to the inclusion in Section 9 of this Prospectus of its translation.

Hetherington Exploration & Mining Title Services Pty Ltd has given its written consent to the inclusion in Section 10 of this Prospectus of their Report on Australian Tenements and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with the ASIC, but is not responsible for any other part of this Prospectus and has not authorised or caused the issue of any other part of this Prospectus.

Nexia ASR Pty Ltd has given its written consent to the inclusion in Section 11 of this Prospectus of its Investigating Accountant's Report and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with ASIC, but is not responsible for any other part of this Prospectus and has not authorised or caused the issue of any other part of this Prospectus.

Each of the following has consented to being named in this Prospectus in the capacity as noted below and have not withdrawn such consent prior to the lodgement of this Prospectus with the ASIC:

• Axiom Advisory Pty Ltd as corporate advisor to PD;
• Blackswan Equities Ltd as sponsoring broker and lead manager;
• Link Market Services Ltd as PD's share registry;
• Baker & McKenzie as solicitors to PD;
• Nexia ASR as auditor of PD.

but, except as expressly noted in this Prospectus, are not responsible for any part of this Prospectus and have not authorised or caused the issue of any other part of this Prospectus. There are a number of persons referred to elsewhere in this Prospectus who are not experts and who have not made statements included in this Prospectus nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in this Prospectus and did not authorise or cause the issue of this Prospectus.

15.8 TAXATION

The acquisition and disposal of Shares in PD will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in PD 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, PD, its officers and each of their respective advisors accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

15.9 LITIGATION

PD is not involved in any litigation or arbitration proceedings, nor, so far as the Directors are aware, are any such proceedings pending or threatened against PD.

15.10 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 on the basis of a paper Prospectus lodged with the ASIC and the issue of Shares in response to an electronic application form, subject to compliance with certain provisions. 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 email PD and PD will send to you, for free, either a hard copy or a further electronic copy of this Prospectus or both.

PD 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. In such a case, the Application moneys received will be dealt with in accordance with section 722 of the Corporations Act.

15.11 THE DIRECTORS' STATEMENT

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in this Prospectus by other persons, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, that those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with ASIC, or to the Directors' knowledge, before any issue of Shares pursuant to this Prospectus. This Prospectus is prepared on the basis that certain matters may reasonably be expected to be known to likely investors or their professional advisors.

Each of the Directors has consented to the lodgement of this Prospectus in accordance with Section 720 of the Corporations Act and has not withdrawn that consent.

Dated 18 October 2010

Signed for and on behalf of Predictive Discovery Limited Paul Roberts - Managing Director

SECTION 16 definitions and glossary of technical terms

definitions

The following definitions apply throughout this document unless the context requires otherwise.

Applicant	A person who submits an Application.
Application	A valid application to subscribe for Shares.
Application Form	The application form attached to this Prospectus.
Application Monies	Monies received by PD from Applicants.
ASIC	Australian Securities and Investments Commission.
ASPL	ASX Settlement Pty Ltd
ASX	ASX Limited
Au	Gold
Auditors	Nexia ASR
Ausmodel	Ausmodel Pty Ltd
Australian Report on Mining Tenements	The report contained in Section 9 of this Prospectus prepared by Hetherington Exploration & Mining Title Services Pty Ltd
BFE	Black Fire Minerals Limited
Birrimian	Birriman (BVI) Limited, the title holder of the four ElDore joint venture exploration permits in Burkina Faso
Blackswan	Blackswan Equities Limited
Board	The board of Directors unless the context indicates otherwise.
Burkina Faso Report on Mining Tenements	The report contained in Section 10 of this Prospectus prepared by Michael Bula Solicitors
Business Day	A day other than a Saturday or Sunday on which banks are open for business in Melbourne, VIC
CFA	West African Franc
CHESS	Clearing House Electronic Subregistry System.
Closing Date	The date on which the Offer closes, being 5.00 pm on 18 November 2010
Constitution	PD's constitution.
Corporations Act	Corporations Act 2001 (Cth)
Directors	The duly appointed directors of PD as at the date of this Prospectus.
Dollars or \$	Australian dollars excluding GST unless otherwise stated.
EL	Exploration Licence
ElDore	ElDore Mining Corporation Limited
Exposure Period	The period of seven (7) days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than seven (7) days pursuant to Section 727(3) of the Corporations Act 2001.
Independent Geologist's Report	The report contained in Section 7 of this Prospectus prepared by Chris Young Consulting Pty Ltd
Investigating Accountant's Report	The report contained in Section 11 of this Prospectus prepared by Nexia ASR Pty Ltd.
JORC	Joint Ore Reserves Committee
JORC Code	Has the same meaning as in Appendix 5A of the Listing Rules
Listing Rules	Listing Rules of ASX.
Offer	The invitation to the public to apply Shares under this Prospectus.
Offer Period	The period commencing on the Opening Date and ending on the Closing Date.

Official List	The Official List of ASX.
Opening Date	The date on which the Offer opens.
PD	Predictive Discovery Limited and where the context requires, includes its wholly owned subsidiaries
pmd*CRC	Predictive Mineral Discovery Cooperative Research Centre
Predictore™	PD's technology-based mineral exploration system. The intellectual property which is applied within it consists of numerical modelling software and knowhow developed in the pmd*CRC and wavelet analysis processing software and knowhow developed by Dr Barry Murphy.
Prospectus	This prospectus dated 18 October 2010 and includes the electronic form of this Prospectus
RAB drilling	Rotary airblast drilling
RC drilling	Reverse circulation drilling
Share	One (1) fully paid ordinary share in PD.
Share Registry	Link Market Services Ltd.
Shareholder	A holder of Shares.
SOMIKA	Societe Miniere Kindo Adama or SOMIKA SARL, a company based in Burkina Faso
U	Uranium
VALMIN Code	Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports.
VIPA	Venture IP Agreement relating to pmd*CRC intellectual property

GLOSSARY of technical terms

Airborne magnetics	Geophysical method for recording variations in the earth's magnetic field using an airborne sensor.
Aircore drilling	A drilling system applied in the shallow subsurface where the bedrock is relatively soft and in which the weathered rock is cut as broken cores which blown out of the hole using air pressure.
Algorithm	A well defined set of instructions for solving a problem, which, typically, can be written as computer code.
Alluvium	Clay, silt, sand gravel, or other rock materials transported by flowing water and deposited in comparatively recent time as sorted or semi sorted sediments.
Alteration	The change in mineral composition of a rock, commonly due to hydrothermal processes.
Anomalies	An area where exploration has revealed results higher than the local background level.
Archaean	The oldest rocks of the Precambrian era, older than about 2,500 million years.
Assay	The testing and quantification of elements of interest within a sample.
Artisanal mining	Small scale mining generally using hand held tools.
Au	Chemical symbol for gold.
Auriferous	Rock that contains gold.
Basalt	A dark coloured volcanic rock of low silica (<55%) containing a predominance of minerals rich in iron and magnesium.
Base Metals	A non-precious metal, usually referring to copper, lead and zinc.
Bedrock	Any solid rock underlying unconsolidated material.
Birimian	A very large geological terrane covering parts of Ghana, Burkina Faso, Cote D'Ivoire, Niger, Mali and Senegal which contains many large gold deposits (e.g. Ahafo, Obuasi, Sadiola), and

SECTION 16 – definitions and glossary of technical terms

	in which the host rocks are between 2000 and 2200 million years in age.
BLEG	Bulk Leach Extractable Gold - a method in which stream sediment and/or soil samples are subjected to a weak cyanide leach which extracts gold from the samples and is sensitive to very low levels (i.e. 1 ppb or less).
Boundary conditions	Physical parameters such as pressure or boundary velocity or heat which is applied to the boundariesof a numerical model in order to induce some behaviour within the model (such as rock deformation)
Boundary velocity	The rate of movement applied to the boundary of a numerical model. In numerical models of geological processes, a boundary velocity is applied to generate simulated rock deformation.
Breccia	Rock consisting of angular fragments enclosed in a matrix, usually the result of persistent fracturing by tectonic or hydraulic means.
Carbonate	Rock of sedimentary or hydrothermal origin, composed primarily of calcium, magnesium or iron and CO3.
Cambrian	A period in Earth's history dating between 490 and 540 million years.
Colluvium	A loose deposit of rock debris accumulated through the action of gravity – generally at the base of a slope
Conglomerate	A rock type composed predominantly of rounded pebbles, cobbles or boulders deposited by water action.
Cretaceous	A period in Earth's history dating between 65 and 145 million years.
Darcys Law	An equation that describes the flow of fluid through a porous medium (such as a sandstone aquifer)
Deformation	The process by which rocks change shape (e.g. through folding) or are ruptured (e.g. through fault initiation and movement).
Diamond drilling	Drill hole completed using a diamond set or diamond impregnated bit for retrieving a cylindrical core of rock.
Digital terrain model	A topographic model of the earth's surface; typically shown as a coloured image in which warm colours (e.g. red, orange) show topographically high areas and cool colours (e.g. blue, green) show topographically low areas.
Dilational	Open space within a rock mass commonly produced in response to folding or faulting.
Dispersion	The process by which minerals or elements move laterally away from a source.
Dyke	A subvertical sheet-like intrusion of magma or sediment
Earth's Crust	The upper layer of the Earth, which ranges from 20 to 70km in thickness in continental areas such as Australia and West Africa.
EM	Electro-Magnetics - a geophysical technique which is used to search for electrically conductive bodies in which magnetic fields can be induced by imposition of an external electromagnetic field created by passing electrical current through a coil of wire.
Fault	Fractures or fracture zones in a rock mass along which one side has moved with respect to the other
Ferricrete	A conglomerate of sand and gravel cemented by iron oxide.
Foliated	Banded rocks, usually due to crystal differentiation as a result of metamorphic processes.
Geotechnical data	Mechamical rock properties such as rock strength and elasticity which is derived from physical tests on pieces of rock.
g/t	Grams per tonne, which is equivalent ppm. Typically used to describe grades of gold, silver, platinum and palladium mineralisation.
Gabbro	A fine to coarse grained, dark coloured, igneous rock composed of mainly calcic plagioclase, clinopyroxene and sometimes olivine.

Geochemical	Pertains to the concentration of an element.
Geophysical	Pertains to the physical properties of rock mass.
Granite	A coarse-grained igneous rock containing mainly quartz and feldspar minerals and subordinate mica.
Granodiorite	A coarse-grained igneous rock composed of quartz, feldspar and hornblende and /or biotite.
Graphical user interface	A user interface on a computer screen or other computer-like electronic device that enables the user to provide instructions and data to run computer applications without having the need to understand or program the underlying software.
Gravity	Geophysical method for recording very small variations in the earth's density.
Greenstone belts Large areas covering hundreds to thousands of square kilometres in which the geology is predominantly "greenstone". In the Birimian region of West Africa, this term is used to loosely describe belts of metamorphosed sedimentary rocks and volcanics, which are surrounded by rocks of granite-like composition.
Hydrogeochemistry	A geochemical technique for sampling and analysing ground waters for elements that may indicate nearby mineralisation.
Hydrostatic pressure	The pore fluid pressure at a given depth in the earth which corresponds exactly to the fluid pressure in a column of water with the same depth
Hydrothermal Fluids	Pertaining to hot aqueous solutions, usually of magmatic origin, which may transport metals and minerals in solution.
Igneous	Rocks that have solidified from a magma (molten rock).
IP	Induced polarisation - a geophysical technique which generates transient electrical currents in grains of electrically conductive minerals (such as pyrite). It is used mainly to search for in which disseminated metal sulphides. The latter are commonly associated with precious metal mineralisation.
Laminated quartz vein	A vein of quartz which contains dark layers containing sedimentary material as well as paler quartz layers, the layering being parallel to the walls of the vein.
Laterite	A product of tropical weathering in the near surface in which iron is enriched and typical rock forming minerals containing silicon oxide (known as "silicates") have been removed.
Lateritic profile	Typically consists of a surface layer of iron-rich laterite overlaying intensely weathered clay rich materials known as "saprolite" beneath which there is a gradual transition into less weathered rock in which most or all of the original minerals are preserved.
Magnetotellurics (MT)	A natural-source electromagnetic geophysical method of imaging the earth's subsurface.
Mudstone	A sedimentary rock formed originally from mud i.e. very fine, clay-sized sedimentary particles.
Numerical model	The result of numerical modelling.
Numerical modelling	A computational method by which a physical system (e.g. deforming rock mases, the atmosphere, a blast furnace etc) is simulated in a computer by applying starting parameters to located points or volumes ("zones") within a two dimensional or three dimensional bounding box and following the changes in those parameters through time and space when (1) physics- or chemistry-based rules are applied to the interactions between each zone or point and (2) heat, pressure or fluids with defined chemistries are applied or introduced into components of the model or its external boundaries.
Ore deposit	A natural accumulation of minerals containing a sufficiently high proportion of a valuable mineral or metal for it to be potentially mined at a profit.
Orogenic gold deposits	A type of gold deposit defined by Goldfarb and others in 2001 ("Orogenic gold and geologic time: a global synthesis". Ore Geology Reviews, volume 18, pages 1–75). These deposits are found in geological terrains where large scale deformation has occurred. Such deposits are typically structurally controlled.

SECTION 16 – definitions and glossary of technical terms

Pore pressure	The fluid pressure within pores within a rock mass
Ppb	Parts per billion
Ppm	Parts per million
Proterozoic	A period in Earth's history dating between 540 and 2500 million years
Regolith	A collective term to describe weathered materials generally found within 100m of the surface including soils, alluvium and weathered bedrock.
Schist	A type of metamorphic rock in which a prominent layering has been developed during deformation.
Sandstone	A sedimentary rock formed originally from sand
Sedimentary rocks	Rocks formed from deposition of eroded rock material from moving sea water or river water.
Shear failure	The process of breaking an intact rock mass into two or more separate rock masses when the boundaries between them develop as shear zones.
Shear zone	A sheet-like zone of rock in which the amount of deformation is greater than in the surrounding rocks.
Stress	Imposition of force on a rock mass.
Structurally-controlled mineralisation	The geometry and location of mineralisation is controlled by rock structure
Structure	Large-scale features of rock formation such as bedding, folds, faults, foliation and brecciation.
Tensile failure	The process of breaking an intact rock mass into two or more separate masses when the boundaries between them develop as open cracks.
Tension vein	A vein formed in a crack in rock as a result of tensile failure
Tertiary	Term for a geologic period 1.8 to 65 million years ago
Tholeiitic	A descriptive term for basalt with little or no olivine.
Terrane	A large area, typically covering 10's to 100's of thousands of square kilometres with a common geological history and broadly similar rock types and mineralisation.
Ultramafic	Igneous rocks consisting essentially of ferromagnesium minerals with trace quartz and feldspar.
Unconformity	A surface separating two rock masses or strata of different ages, indicating that deposition was not continuous
U3O8	Uranium Oxide.
Vein	The infill of a fissure or a crack, commonly bearing quartz.
Volcanics	Rocks formed from volcanic action, such as flowing lava and falling ash and rocks.
Wavelet analysis	A type of geophysical data processing which produces a series of lines on a map (known as "worms") which are inferred to represent contrasts in geophysical properties of large rock masses (density or magnetic susceptibility) at different depths. The technique was developed and described by Hornby and others ("Analysis of potential field data in the wavelet domain". Geophysical Journal International, volume 137, pages 175-196).
Worm maps	Maps produced from outputs from wavelet data processing of magnetic and gravity data. Large "worms" may be inferred to represent very deep structures some of which actually cut through the entire Earth's Crust.

Predictive Discovery Limited

ACN 127 171 877

Public Offer Application Form

Broker Code

This is an Application Form for Shares in Predictive Discovery Limited under the Public Offer on the terms set out in the Prospectus dated 18 October 2010. You may apply for a minimum of 10,000 Shares and multiples of 1,000 thereafter. This Application Form and your cheque or bank draft must be received by 5:00pm ADST on 18 November 2010.

If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. The Prospectus contains information relevant to a decision to invest in Shares and you should read the entire Prospectus carefully before applying for Shares.

	Shares applied for		Price per Share		Application Monies
A	, ,	at	A\$0.20		B A\$ ,	,
	(minimum 10,000, thereafter in multiples of 1,000)
	Applicant #1 Surname/Company Name	PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names)
C
	Title First Name			Middle Name
	Joint Applicant #2 Surname
	Title First Name			Middle Name
		Designated account e.g. (or Joint Applicant #3)
	TFN/ABN/Exemption Code
	First Applicant		Joint Applicant #2		Joint Applicant #3
D
	PLEASE COMPLETE ADDRESS DETAILS	TFN/ABN type – if NOT an individual, please mark the appropriate box		Company	Partnership	Trust	Super Fund
		PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable)
E
	Unit Number/Level	Street Number	Street Name
	Suburb/City or Town				State		Postcode
		Email address (only for purpose of electronic communication of shareholder information)
		CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)		Black Fire Minerals Ltd shareholders note: Please use your existing HIN. If you are issuer
F	X			sponsored do NOT disclose your SRN. Link Market Services Ltd will verify your holding.
		Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Shares
		issued as a result of the Offer will be held on the issuer sponsored sub-register.
		Telephone Number where you can be contacted during Business Hours		Contact Name (PRINT)
G	( )
	"Not Negotiable".	Cheques or bank drafts should be made payable to Predictive Discovery Limited Float Account in Australian currency and crossed					* P D
	Cheque or Bank Draft Number		BSB		Account Number		I
H			-
				A\$ Total Amount	, ,		I
							P
I		Are you an existing Predictive Discovery Limited shareholder?		Yes			O 0
J		Are you an existing Black Fire Minerals Ltd shareholder?		Yes			0
	1 LODGEMENT INSTRUCTIONS
		You must return your application so it is received before 5:00pm ADST on 18 November 2010. to:					*
		Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235.				PDI IPO001

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

The shares to which this Application Form relates are Predictive Discovery Limited ("Predictive Discovery") Shares. Further details about the shares are contained in the Prospectus dated 18 October 2010 issued by Predictive Discovery Limited. The Prospectus will expire on 18 November 2011. While the Prospectus is current, Predictive Discovery Limited will send paper copies of the Prospectus, any supplementary document and the Application Form, free of charge on request.

The Australian Securities and Investment Commission requires that a person who provides access to an electronic application form must provide access, by the same means and at the same time, to the relevant Prospectus. This Application Form is included in the Prospectus.

The Prospectus contains important information about investing in the shares. You should read the Prospectus before applying for Shares.

• A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000. You may be issued all of the Shares applied for or a lesser number.
• B Insert the relevant amount of Application Monies. To calculate your Application Monies, multiply the number of Shares applied for by the issue price. Amounts should be in Australian dollars. Please make sure the amount of your cheque or bank draft equals this amount.
• C Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title.
• D Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, Predictive Discovery Limited will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments.

• E Please enter your postal address for all correspondence. All communications to you from Predictive Discovery Limited and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.

• F If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identifi cation Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Shares will be issued to Predictive Discovery Limited's issuer sponsored subregister.

• G Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application.
• H Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should agree with the amount shown in section B. Make your cheque or bank draft payable to Predictive Discovery Limited Float Account in Australian currency and cross it "Not Negotiable". Your cheque or bank draft must be drawn on an Australian bank. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. If you receive a fi rm allocation of Shares from your Broker make your
• cheque payable to your Broker in accordance with their instructions. I You must indicate if you are an existing Predictive Discovery Limited
• shareholder by ticking the box. J You must indicate if you are an existing Black Fire Minerals Ltd shareholder by ticking the box.

LODGEMENT INSTRUCTIONS

This Application Form and your cheque or bank draft must be mailed or delivered so that it is received before 5:00pm ADST on 18 November 2010. at:

Hand Delivery
Predictive Discovery Limited
C/- Link Market Services Limited
Level 12, 680 George Street
Sydney New South Wales (do not use this address for mailing purposes)

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

CORRECT FORMS OF REGISTRABLE NAMES

Note that ONLY legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the benefi ciary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Use given names in full, not initials	Mrs Katherine Clare Edwards	K C Edwards
Company Use Company's full title, not abbreviations	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
Trusts Use the trustee(s) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased Estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post or Harold Post Deceased
Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners' personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Use offi ce bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund

Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

PREDICTIVE DISCOVERY | Prospectus 169

ACN 127 171 877 Level 7, Exchange Tower 530 Little Collins St MELBOURNE VIC 3000 TELEPHONE: +61 (3) 9909 7633 FACSIMILE: +61 (3) 9621 1460