RENT.COM.AU LIMITED - Capital/Financing Update 2013

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SELECT EXPLORATION LIMITED ACN 062 063 692 PROSPECTUS

FOR

A non‐renounceable pro‐rata offer of Loyalty Options each at an issue price of $0.001, exercisable at $0.35, on the basis of one Loyalty Option for every two Shares held at the Record Date.

THIS OFFER CLOSES AT 5.00PM WST ON 20 FEBRUARY 2013 VALID ACCEPTANCES AND APPLICATIONS MUST BE RECEIVED BEFORE THAT TIME. Please read the instructions in this Prospectus and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your entitlement under the Offer.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY. IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

THE LOYALTY OPTIONS OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

IMPORTANT INFORMATION

This Prospectus is dated 21 January 2013 and was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the contents of this Prospectus.

No Loyalty Options will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus, being the expiry date of this Prospectus.

A copy of this Prospectus is available for inspection at the registered office of the Company at 945 Wellington Street, West Perth, Western Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 5.6).

The Company has applied for Official Quotation by ASX of the Loyalty Options offered by this Prospectus.

The Loyalty Options offered by this Prospectus should be considered speculative. Please refer to Section 3 for details relating to investment risks.

Applications for Loyalty Options can only be submitted on an original Entitlement and Acceptance Form sent with a copy of this Prospectus by the Company. The Entitlement and Acceptance Form sets out an Eligible Shareholders’ entitlement to participate in the Offer.

Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

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

No action has been taken to permit the offer of Loyalty Options under this Prospectus in any jurisdiction other than Australia, New Zealand, the Republic of Mauritius, Ireland, the Cayman Islands, the United Arab Emirates and Mozambique.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Loyalty Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application, servicing your needs as a Loyalty Optionholder, facilitating distribution payments and corporate communications to you as a Loyalty Optionholder and carrying out administration.

By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form for the purposes set out herein and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your application.

An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

CORPORATE DIRECTORY

Directors

Ian Macliver Non‐Executive Chairman Shane Cranswick Managing Director Mark Titchener Executive Director Cherie Leeden Non‐Executive Director Gary Seabrooke Non‐Executive Director

Stock Exchange Listing

Australian Securities Exchange Limited Home Branch – Perth Exchange Plaza, 2 The Esplanade PERTH WA 6000

Company Secretary

Phil Warren

Principal and Registered Office

945 Wellington Street WEST PERTH WA 6005 Tel: + 61 8 9322 7600 Fax: + 61 8 9322 7602

Share Registry* Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153 Tel: + 61 8 9315 2333 Fax: + 61 8 9315 2233

ASX Code

SLT

Company Website

www.selectexploration.com

* This entity has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. Its name is included for information purposes only.

PROPOSED TIMETABLE

PROPOSED TIMETABLE
Lodgement of Prospectus with ASIC and provision of copies to ASX Appendix 3B given to ASX	21 January 2013
Notice sent to eligible shareholders	23 January 2013
Existing Shares quoted on an "ex" basis	24 January 2013
Record Date	31 January 2013
Prospectus and Entitlement and Acceptance Form despatched to Eligible Shareholders	5 February 2013
Closing Date*	5.00pm (WST) on 20 February 2013
Loyalty Options quoted on a deferred settlement basis	21 February 2013
ASX notified of under subscriptions	25 February 2013
Anticipated date for allotment and issue of the Loyalty Options**	26 February 2013
Anticipated date for despatch of holding statements**	27 February 2013
Deferred settlement trading ends**	27 February 2013
Anticipated date of commencement of Loyalty Options trading**	28 February 2013
Shortfall Settled	28 February 2013
Anticipated date for allotment and issue of the Shortfall Options**	1 March 2013

Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer. Any extension of the Closing Date will have a consequential effect on the anticipated date for allotment and issue of the Loyalty Options.

** Indicative date only.

Page No

Clause

1.	Details of the Offer ................................................................................................................ 1
2.	Action required by Shareholders ............................................................................................ 6
3.	Risk Factors ........................................................................................................................... 8
4.	Effect of the Offer ................................................................................................................ 15
5.	Additional Information ........................................................................................................ 18
6.	Authorisation....................................................................................................................... 28
7.	Glossary of Terms ................................................................................................................ 29

1. Details of the Offer

1.1 The Offer

The offer under this Prospectus consists of a non‐renounceable entitlement offer to Eligible Shareholders of up to 20,762,779 Loyalty Options each at an issue price of $0.001 per Loyalty Option, on the basis of one Loyalty Option for every two Shares held at 5:00 pm (WST) on the Record Date ( Offer ).

The exercise price of the Loyalty Options is $0.35. The expiry date of the Loyalty Options is 30 September 2015. On exercise of each Loyalty Option, the holder will be issued one Share and one Secondary Option which has an exercise price of $0.45 and an expiry date of 31 March 2017.

The Offer was foreshadowed by the Company in the re‐compliance prospectus lodged by the Company on 11 September 2012.

The Company has as at the date of this Prospectus the following securities on issue:

(a) 41,525,558 Shares
(b) 3,047,731 Listed Options
(c) 6,666,667 Loyalty Options
(d) 2,000,000 Incentive Options
(e) 50,000,000 Performance Shares
(f) 600,000 Performance Rights

Where the determination of the entitlement of any Eligible Shareholder results in a fraction of a Loyalty Option, such fraction will be rounded down to the nearest whole Loyalty Option.

Refer to Section 5.1 for a summary of the terms and conditions of the Loyalty Options.

1.2 Purpose of the Offer

Completion of the Offer will raise approximately $20,763 before costs. The funds raised pursuant to the Offer will be used to pay the costs of the Offer.

The Offer is not underwritten. The final amount raised by the Offer will be determined by the amount of Shareholders who participate in the Offer and the ability of Directors to place Shortfall Loyalty Options. Further information on the Shortfall Offer is in Section 1.12.

1.3 Opening and Closing Dates

The Company will accept Entitlement and Acceptance Forms from the Record Date for determining Eligible Shareholders’ entitlements under the Offer until 5.00pm WST on the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules.

1.4 No rights trading

The rights to Loyalty Options under the Offer are non‐renounceable. Accordingly, there will be no trading of rights on ASX and you may not dispose of your rights to subscribe for Loyalty Options to any other party. If you do not take up your entitlement to Loyalty Options under the Entitlement Offer by the Closing Date, the Offer to you will lapse.

1.5 Your Entitlement and Acceptance

Your entitlement to participate in the Offer will be determined on the Record Date. The number of Loyalty Options to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.

You may accept all or only part of your entitlement. Acceptances must not exceed your entitlement as shown on the Entitlement and Acceptance Form. If your acceptance exceeds your entitlement, acceptance will be deemed to be for your maximum entitlement and any surplus Application Monies will be refunded (without interest).

1.6 Entitlement and Acceptance Forms

Acceptance of a completed Entitlement and Acceptance Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Loyalty Options accepted by the Company. The Entitlement and Acceptance Form does not need to be signed to be a binding acceptance of Loyalty Options.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

1.7 Issue and dispatch

Loyalty Options under the Offer are expected to be issued on or before the date set out in the proposed timetable in this Prospectus.

It is the responsibility of Applicants to determine their allocation prior to trading in the Loyalty Options. Applicants who sell Loyalty Options before they receive their holding statements will do so at their own risk.

1.8 Application Monies held on trust

All Application Monies received for the Loyalty Options will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Loyalty Options are issued. All Application Monies will be returned (without interest) if the Loyalty Options are not issued.

1.9 ASX Quotation

Application has been made to ASX for Official Quotation of the Loyalty Options. If permission is not granted by ASX for the Official Quotation of the Loyalty Options offered by this Prospectus within 3 months after the date of this Prospectus (or such period as the ASX allows), the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

1.10 CHESS

The Company participates in the Clearing House Electronic Subregister System, known as CHESS. ASX Settlement and Transfer Corporation Pty Ltd ACN 008 504 532 ( ASTC ), a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the Securities Clearing House Business Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Loyalty Options.

If you are broker sponsored, ASTC will send you a CHESS statement.

The CHESS statement will set out the number of Loyalty Options issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Shares.

If you are registered on the Issuer Sponsored subregister, your statement will be dispatched by Security Transfer Registrars Pty Limited and will contain the number of Loyalty Options issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Loyalty Optionholders at the end of any calendar month during which the balance of their Loyalty Optionholding changes. Loyalty Optionholders may request a statement at any other time; however, a charge may be made for additional statements.

1.11 Overseas Shareholders

No Offer will be made to Shareholders or residents outside Australia, New Zealand, the Republic of Mauritius, Ireland, the Cayman Islands, the United Arab Emirates and Mozambique (together the Eligible Countries ). The Company is of the view that it is unreasonable to make the Offer to Shareholders outside the Eligible Countries, having regard to:

(a) the number of those Shareholders;
(b) the number and value of Loyalty Options to be offered to those persons; and
(c) the cost of complying with overseas legal requirements.

This Prospectus and an accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of Loyalty Options in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. 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.

1.12 Shortfall Offer and procedure for placement of Shortfall Loyalty Options

The Offer is not underwritten. In the event that not all Eligible Shareholders accept their full entitlement pursuant to the Offer, the Directors reserve the right, subject to any restrictions imposed by the Corporations Act and the Listing Rules to issue the Shortfall Loyalty Options at their sole discretion.

If the Directors exercise their sole discretion to issue the Shortfall Loyalty Options then pursuant to this Prospectus, the Company will offer the Shortfall Loyalty Options as a separate

offer ( Shortfall Offer ). The parties to whom Shortfall Offers are made will be determined by the Directors.

Shortfall Loyalty Options will be offered at an issue price of $0.001 each, which is the issue price at which the Offer has been made to Eligible Shareholders.

Applications for Shortfall Loyalty Options can only be made by completing and returning the Shortfall Application Form which will be sent with this Prospectus to the parties to whom the Company makes Shortfall Offers.

The opening date for the Shortfall Offer is 20 February 2013. The Company will accept Shortfall Application Forms until 5.00pm WST on 27 February 2013. The opening and closing dates of the Shortfall Offer may, subject to the requirements of the Listing Rules, be extended to such other dates as the Directors in their absolute discretion shall determine.

In relation to the Shortfall Offer the Company reserves the right to issue to an applicant a lesser number of Shortfall Loyalty Options than the number applied for in a Shortfall Application Form, reject an application or not proceed with the issuing of the Shortfall Loyalty Options or part thereof. If the number of Shortfall Loyalty Options issued is less than the number applied for in a Shortfall Application Form, surplus Application Monies will be refunded in full. Interest will not be paid on Application Monies refunded.

1.13 Risk factors

An investment in Loyalty Options should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are in Section 3.

1.14 Taxation implications

The Directors do not consider it appropriate to give Shareholders or potential investors advice regarding the taxation consequences of subscribing for Loyalty Options under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders or potential investors. As a result, Shareholders and potential investors should consult their professional tax adviser in connection with subscribing for Loyalty Options under this Prospectus.

1.15 Major Activities and Financial Information

A summary of the major activities and financial information relating to the Company for the financial year ended 31 December 2011 is in the Annual Report which was lodged with ASX on 29 February 2012.

The Half Yearly Report and Accounts for the six month period ending 30 June 2012 was lodged with the ASX on 31 August 2012.

The Company's continuous disclosure notices (i.e. ASX announcements) since 29 February 2012, being the date the Annual Report was lodged, are listed in Section 5.6.

Copies of these documents are available free of charge from the Company. Directors strongly recommend that Shareholders review these and all other announcements prior to deciding whether or not to participate in the Offer.

1.16 Privacy

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

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

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules.

You should note that if you do not provide the information required on the application for Loyalty Options, the Company may not be able to accept or process your application.

1.17 Enquiries concerning Prospectus

Enquiries concerning Entitlement and Acceptance Forms can be made by contacting Security Transfer Registrars Pty Limited by telephone on +61 8 9315 2333.

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on +61 8 9322 7600.

2. Action required by Shareholders

2.1 Acceptance of Loyalty Options under the Offer

Should you wish to accept all of your entitlement to Loyalty Options under the Offer, then applications for Loyalty Options must be made on the Entitlement and Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Should you wish to only take up part of your entitlement under the Offer, then applications for Loyalty Options under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of Loyalty Options you wish to accept and the Application Monies (calculated at $0.001 per Loyalty Option accepted rounded down to the nearest cent) and attach a cheque for the appropriate Application Monies.

If you wish to pay via BPAY® you must follow the instructions in the Entitlement and Acceptance Form. You will be deemed to have accepted your entitlement upon receipt of the BPAY® payment by the Company. Eligible Shareholders who elect to pay via BPAY® do not need to return their completed Entitlement and Acceptance Form. If you elect to pay via BPAY® then your payment must be made before 4.00pm (WST) on the Closing Date. Please read the instructions carefully.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed “Not Negotiable” and made payable to “Select Exploration Limited” and lodged at any time after the issue of this Prospectus and on or before the Closing Date at the Company’s share registry (by delivery or by post) at:

By delivery Security Transfer Registrars Pty Limited 770 Canning Highway Applecross WA 6153 By post Security Transfer Registrars Pty Limited PO Box 535 Applecross WA 6953

The Company will not be responsible for any postal or delivery delays or delay in the receipt of the BPAY® payment.

2.2 Entitlements not taken up

If you do not wish to accept any of your entitlement under the Offer, you are not obliged to do anything.

The number of Shares you hold and the rights attached to those Shares will not be affected should you choose not to accept any of your entitlement.

2.3 Enquiries concerning your entitlement

If you have any queries concerning your entitlement please contact Security Transfer Registrars Pty Limited by telephone on +61 8 9315 2333.

3. Risk factors

The Loyalty Options offered under this Prospectus should be considered speculative because of the nature of the business activities of the Company. Whilst the Directors commend the Offer, potential investors should consider whether the Loyalty Options offered are a suitable investment having regard to their own personal investment objectives and financial circumstances and the risk factors set out below. This list is not exhaustive and potential investors should read this Prospectus in its entirety and if in any doubt consult their professional adviser before deciding whether to participate in the Offer.

The principal risks include, but are not limited to, the following:

3.1 Risks specific to the Company

(a) Exploration Risk – Early Stage and Weather Delays

The Company’s tenements ( Tenements ) are at the early stages of exploration, and potential investors should understand that mineral exploration is a high‐risk undertaking, only occasionally providing high rewards.

The Tenements are speculative in nature. The conceptual exploration targets identified are based on ground surveys and the interpretation of geological structures and have been subject to limited exploration. No drilling has been undertaken on the Projects. The Projects represent a regional exploration play.

The Company’s proposed exploration activities including its maiden drilling programme may be impacted by weather conditions and the availability of drill rigs when required. The wet season in southern Tanzania generally occurs from December to April during which time access to the Project areas may be limited and drilling may not be able to be undertaken.

(b) Budget Risk

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

(c) Country Risk

The Projects are based in Tanzania. Tanzania is a developing country with a multi‐party democracy which has successfully evolved over the past decade into having established an expanding mining industries.

The Company will be subject to the risks associated with operating in Tanzania. Such risks include economic, social or political change, changes in law affecting foreign investment, taxation, working conditions, rates of exchange, exploration licencing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations.

Changes to Tanzania’s mining or investment policies and legislation or a shift in political attitude may adversely affect the Company’s operations and profitability.

Any future material adverse changes in government policies or legislation in Tanzania that affect foreign ownership, mineral exploration, development or mining activities, may affect the viability and profitability of the Projects.

(d) Uranium as a source of energy

Nuclear energy is in direct competition with other more conventional sources of energy including gas, coal and hydro‐electricity.

Furthermore, any potential growth of the nuclear power industry (and increase in demand for uranium) beyond its current level will depend on the continued and increased acceptance of nuclear technology as a means of generating electricity. The nuclear industry is subject to some negative public opinion owing to political, technological and environmental factors. This may have an adverse impact on the demand for uranium and increase the regulation of uranium mining.

One of the arguments in favour of nuclear energy is its lower emissions of carbon dioxide per unit of power generated compared to coal and gas. Alternative energy systems such as wind or solar also have no or very low carbon emissions. However, to date these have not been cost effective enough to be used for large scale base load power. Technology changes may occur that make alternative energy systems more efficient, reliable or cost‐effective.

(e) Exploration and Mining within Game and Forest Reserves

Pursuant to the Mining Act 2010 of Tanzania, the holder of a mineral right shall not exercise any of his rights under the licence or under the Mining Act 2010 in respect of land in any game reserve declared under the Wildlife Conservation Act, except with the written consent of the authority having control over the reserve. A portion of some of the Selous Project Tenements are located within the Selous Game Reserve, which is a World Heritage Site under UNESCO. The Company will comply with the protocol outlined in the Mining Act 2010 and seek to be granted permission from the Ministry of Natural Resources and Tourism to undertake coal and uranium exploration on the portion of the Selous Project Tenements that fall within the game reserve during certain periods every year. The Company may also require additional approvals from the Ministry of Natural Resources and Tourism and UNESCO to progress from the exploration phase to the development and mining phases of operations. If mining occurs the Ministry of Natural Resources and Tourism would prefer underground mining. Failure to obtain approvals for mining or the imposition of restrictive conditions on mining activities making the project uneconomic may have a material adverse effect on the business operations of the Company.

Also pursuant to the Mining Act 2010 of Tanzania, the written consent of the Ministry of Natural Resources and Tourism will be required prior to exploration commencing on any portion of the Tenements that falls within a forest reserve. The Company is not aware of any forest reserves that would affect the Tenements. As part of exploration activities, the Company will continue to assess whether any portion of the Tenements falls within a forest reserve. Prior written permission must be obtained from the relevant authority in order to undertake exploration and mining activities within forest reserves. However, where approval is refused by the concerned authority then this would likely have an adverse effect on the Company’s activities in that area.

(f) Tenement Title

Interests in tenements in Tanzania are governed by 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, the Company could lose title to or its interest in the Tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise.

All of the Tenements in which the Company has or may earn an interest in will be subject to applications for renewal or grant (as the case may be). Tenements are granted on a first come first served basis, providing there are not any overlaps or competing applications. The renewal of the term of each Tenement is mandatory unless the licence holder is in default and fails to remedy any default upon being served such notice. If a Tenement is not renewed or granted, the Company may suffer significant damage through loss of investment and the opportunity to develop and discover any mineral resources on that Tenement.

Section 8(6) of the Mining Act 2010 of Tanzania imposes a limit of 20 tenements to be held by an entity and its directors and shareholders. Provided that neither of the Company’s two proposed Tanzanian subsidiaries have a common director or common direct shareholders, and neither of the entities individually hold more than 20 granted tenements then there will not be a breach of Section 8(6). Due to the fact that Section 8(6) has not been judicially interpreted there is a risk however that the relevant Tanzanian Authority may interpret Section 8(6) such that entities which control the shareholders of the Tanzanian subsidiaries holding the tenements (ie. holding companies up the corporate chain) should be included in the 20 licence limit. The Company has been advised by its legal advisers in Tanzania that there are no examples of this occurring to date and that the Company could challenge such an interpretation through a judicial review by the Tanzanian courts on the grounds of illegality should the Tanzanian Authority take such an interpretation.

(g) Legal System ‐ Tanzania

The legal system operating in Tanzania is based on a number of sources including English common law, statues, and customary law and may be less developed than more established countries. This may result in risk such as:

(i) political difficulties in obtaining effective legal redress in the courts whether in respect of a breach of law or regulation, or in an ownership dispute;
(ii) a higher degree of discretion on the part of governmental agencies supervising the minerals and energy sector;
(iii) the lack of political or administrative guidance on implementing applicable rules and regulations;
(iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or
(v) relative inexperience of the judiciary and court in such matter.

The commitment to local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to tenements and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed.

There can be no assurance joint ventures, tenements, license applications or other legal arrangements will not be adversely effected by the actions of the government authorities or others and the effectiveness of, and enforcement of, such arrangements cannot be assured.

(h) Reliance on key management

The responsibility of overseeing the day‐to‐day operations and the strategic management of the Company following its re‐listing on ASX will depend substantially on its Managing Director. There can be no assurance that there will be no detrimental impact on the Company if the Managing Director ceases his employment.

The Board is aware of the need to have sufficient management to properly supervise the exploration and (if successful) for the development of the projects in which the Company has, or will in the future have, an interest and the Board will continually monitor the management roles in the Company.

As the Company’s operations require an increased level of involvement the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company’s projects. However, there is a risk that the Company may not be able to secure personnel with the relevant experience at the appropriate time which may impact on the Company’s ability to complete all of its preferred exploration programmes in its preferred timetable.

(i) Additional requirements for capital

The future capital requirements of the Company will depend on many factors including the results of future exploration and business development activities. The Company believes its available cash and resources following the Acquisition should be adequate to funds its proposed exploration work programme and meet the Company’s objectives. Should the Company’s exploration programme be successful in identifying coal and/or uranium bearing stratigraphy additional funds will be required to advance the project to a resource stage.

Additional funding may be raised by the Company via the issues of equity, debt or a combination of debt and equity. Any additional equity financing will dilute Shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its programs or enter into joint venture arrangements to reduce expenditure and this could have a material adverse effect on the Company’s activities.

3.2 Mining Industry Risks

(a) Exploration Risk

Mineral exploration by its nature is a high risk activity and there can be no guarantee of exploration success on the Projects. There can be no assurance that exploration of the Tenements to be acquired pursuant to the Acquisition, or any other tenements that may be acquired in the future, will result in the discovery of an economic deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

Further, exploration involves certain operating hazards, such as failure and or breakdown of equipment, adverse geological, seismic and geotechnical conditions, industrial accidents, labour disputes, adverse weather conditions, pollution and other environmental hazards and risks.

Whilst the Directors’ will make every effort to reduce this risk, the fact remains that the discovery and development of a commercially viable resource is the exception rather than the rule.

(b) Payment Obligations

Pursuant to the licences comprising the Tanzanian Projects the Company will become subject to payment and other obligations. In particular, licence holders are required to expend the funds necessary to meet the minimum work commitments attaching to the tenements. Failure to meet these work commitments will render the licence liable to be cancelled. Further, if any contractual obligations are not complied with when due, in addition to any other remedies that may be available to other parties, this could result in dilution or forfeiture of the Company’s interest in the Projects.

(c) Commodity price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to price and exchange rate risks. Commodity prices (including coal and uranium) fluctuate and are affected by many factors beyond the control of the Company including the international supply and demand for commodities, the quality of the minerals produced, actions taken by governments, forward selling activities and other macro‐economic factors.

Furthermore, the Company will have an interest in four coal and uranium projects located in Tanzania. As a consequence the Company will be subject to foreign exchange risk generally and in particular to exchange fluctuations affecting the relative and absolute value of the Australian dollar and Tanzanian shilling. Should the Company develop a producing operation, any sale of coal and/or uranium will likely be in United States dollars which leaves the Company exposed to exchange rate fluctuations between the Australian dollar, Tanzanian shilling and United States dollar.

(d) Environmental risk

Coal and uranium mining are industries that have become subject to increasing environmental responsibility and liability. The potential for liability is an ever present risk. Future legislation and regulations governing coal and/or uranium production may impose significant environmental obligations on the Company in relation to coal and/or uranium mining. The Company intends to conduct its activities in a responsible manner which minimises its impact on the environment, and in accordance with applicable laws.

The operations and proposed activities of the Company are subject to regulations concerning the environment. The Government and other authorities that administer and enforce environmental laws determine these requirements. As with all exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if mine development proceeds. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with applicable laws.

The cost and complexity of complying with the applicable environmental laws and regulations may prevent the Company from being able to develop potentially economically viable mineral deposits.

Although the Company believes that it is in compliance in all material respects with all applicable environmental laws and regulations, there are certain risks inherent to its activities,

such as accidental spills, leakages or other unforeseen circumstances, which could subject the Company to extensive liability.

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

There can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments in such respect which could have a material adverse effect on the Company's business, financial condition and results of operations.

3.3 General Risks

(a) Economic risks

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

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Further, share market conditions may affect the value of the Company’s securities regardless of the Company’s operating performance.

Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(b) Changes in Government Policies and Legislation

Any material adverse changes in government policies or legislation of Australia, Tanzania or any other country that the Company may acquire economic interests in may affect the viability and profitability of the Company.

(c) Unforeseen expenditure risk

Expenditure may need to be incurred that has not been taken into account in the preparation of this Prospectus. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

(d) Competition

There is a risk that the Company will not be able to continue to compete profitably in the competitive industry in which it intends to operate. The potential exists for the nature and extent of the competition to change rapidly, which may cause loss to the Company.

(e) Insurance

The Company will, where possible and economically practicable, endeavour to mitigate some project and business risks by procuring relevant insurance cover. However, such insurance cover may not always be available or economically justifiable and the policy provisions and

exclusions may render a particular claim by the Company outside the scope of the insurance cover.

While the Company will undertake all reasonable due diligence in assessing the creditworthiness of its insurance providers, there will remain the risk that an insurer defaults in payment of a legitimate claim by the Company under an insurance policy.

(f) Investment speculative

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

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

4. Effect of the Offer

4.1 Capital structure on completion of the Offer

	Balance at Date of the Prospectus	To be issued under the Offer	Balance After the Offer
Shares	41,525,5581	‐	41,525,558
Listed Options2	3,047,7313	‐	3,047,731
Loyalty Options	6,666,667	20,762,7794	27,429,446
Incentive Options5	2,000,000	‐	2,000,000
Performance Shares	50,000,000	‐	50,000,000
Performance Rights	600,0000	‐	600,000

(1) Assuming no Options are exercised prior to the Record Date.

(2) Options each exercisable at $0.20 on or before 31 July 2013.

(3) The Company currently has on issue 3,047,731 Listed Options, assuming no Listed Options are exercised prior to the Record Date.

(4) Entitlement calculated by dividing by two the total number of shares on issue at date of prospectus.

(5) Options each exercisable at $0.36 on or before 30 June 2016

4.2 Pro forma Balance Sheet

Current assets Cash and cash equivalents Trade and other receivables Total current assets Non‐current assets Exploration and evaluation expenditure Total non‐current assets Total assets Current liabilities Trade and other payables Total current liabilities Total liabilities Net assets Equity Contributed equity Reserves Accumulated losses Total equity	Unaudited 31 October 2012 $ Pro‐Forma Adjustments $ Pro‐forma 31 October 2012 $ 3,595,406 (5,805) 3,589,601 40,461 ‐ 40,461
	3,635,867 (5,805) 3,630,062
	7,814,872 ‐ 7,814,872
	7,814,872 ‐ 7,814,872
	11,450,739 (5,805) 11,444,934
	43,982 ‐ 43,982
	43,982 ‐ 43,982
	43,982 ‐ 43,982

	11,406,757 (5,805) 11,400,952
	46,146,925 ‐ 46,146,925 2,790,000 (5,805) 2,784,195 (37,530,168) ‐ (37,530,168)
	11,406,757 (5,805) 11,400,952

4.3 Basis of Preparation

The pro forma balance sheet has been prepared in accordance with the draft ASIC Guide to Disclosing Pro Forma Financial Information (issued July 2005). The pro forma balance sheet has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business. The pro forma statement of financial position is based on the statement of financial position as at 31 October 2012 that has then been adjusted to reflect the issue of 20,762,779 Loyalty Options pursuant to the Offer to raise $20,763 before costs of the Offer of approximately $26,568. The pro‐forma balance sheet is prepared on the basis that the Offer raises ‐$5,805 after costs. This is reflected as a decrease in cash reserves with a corresponding decrease in issued capital.

4.4 Market price of Shares

The highest and lowest market sale prices of the Company’s Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.33 per Share on 1 and 2 November 2012. Lowest: $0.18 per Share on 7 and 8 December 2012 and 15 and 16 January 2013.

The latest available market sale price of the Company’s Shares on ASX prior to the date of lodgement of this Prospectus with the ASIC was $0.18 per Share on 18 January 2013.

4.5 Dividend policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

5. Additional information

5.1 Terms and conditions of the Loyalty Options

The general rights and liabilities attaching to Loyalty Options can be summarised as follows:

(a) Each Loyalty Option entitles the holder to subscribe for and be allotted one ordinary share in the capital of the Company.
(b) Each Loyalty Option has an exercise price of $0.35 ( Exercise Price ) and an expiry date of 30 September 2015 ( Expiry Date ).
(c) Each Loyalty Option is exercisable at any time after grant and on or prior to the Expiry Date.
(d) For each Loyalty Option exercised prior to the Expiry Date the Company will grant one Secondary Option pursuant to a disclosure document to be lodged with ASIC on or about 30 September 2015.
(e) Attaching Options and Loyalty Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Loyalty Option being exercised. Any Notice of Exercise of a Loyalty Option received by the Company will be deemed to be a notice of the exercise of that Loyalty Option as at the date of receipt.
(f) Shares will be allotted and issued pursuant to the exercise of Loyalty Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the requisite application moneys.
(g) Shares issued upon exercise of the Loyalty Options will rank equally in all respects with the Company's then issued Shares. The Company will apply for Official Quotation by ASX of all Shares issued upon the exercise of Loyalty Options within 3 Business Days after the date of allotment of those Shares.
(h) There are no participating rights or entitlements inherent in the Loyalty Options and holders will not be entitled to participate in new issues of capital offered or made to the Shareholders during the currency of the Loyalty Options. However, the Company will send a notice to each optionholder at least 10 business days before the record date for any proposed issue of capital. This will give optionholders the opportunity to exercise their Loyalty Options prior to the date for determining entitlements to participate in any such issue.
(i) There are no rights to a change in the exercise price, or in the number of shares over which the Loyalty Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Loyalty Options.
(j) The Loyalty Options will be unlisted Options at the time of grant. However the Company reserves the right to apply for quotation of the Loyalty Options at such time as the Company in its absolute discretion determines. Should the Company make an application for Official Quotation of the Loyalty Options and the ASX accepts the application for quotation of the Options then the Loyalty Options will be listed options from the time that the ASX accepts such application.
(k) Until the ASX accepts an application for quotation of the Loyalty Options then the Loyalty Options are transferable provided that the transfer of Options complies with section 707(3) of the Corporations Act.

(l) Following the ASX accepting an application for quotation of the Loyalty Options then Loyalty Options are freely transferable.
(m) In the event of any re‐organisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an option holder will be changed to the extent necessary to comply with the applicable Listing Rules at the time of the re‐organisation.
(n) The Company will, at least 20 Business Days before the Expiry Date, send notices to the optionholders stating the name of the optionholder, the number of Loyalty Options held, the exercise price, and the consequences of non‐payment.

5.2 Terms of the Secondary Options

The general rights and liabilities attaching to Secondary Options can be summarised as follows:

(a) Each Secondary Option entitles the holder to subscribe for and be allotted one ordinary share in the capital of the Company.
(b) For each Attaching Option and Loyalty Option exercised prior to the relevant expiry date the Company will grant one Secondary Option pursuant to a disclosure document to be lodged with ASIC on or about 30 September 2015.
(c) Each Secondary Option has an exercise price of $0.45 ( Exercise Price ) and an expiry date of 31 March 2017 ( Expiry Date ).
(d) Each Secondary Option is exercisable at any time after grant and on or prior to the Expiry Date.
(e) Secondary Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Secondary Option being exercised. Any Notice of Exercise of a Secondary Option received by the Company will be deemed to be a notice of the exercise of that Secondary Option as at the date of receipt.
(f) Shares will be allotted and issued pursuant to the exercise of Secondary Options not more than 10 business days after receipt of a properly executed notice of exercise and payment of the requisite application moneys.
(g) Shares issued upon exercise of the Secondary Options will rank equally in all respects with the Company's then issued Shares. The Company will apply for Official Quotation by ASX of all Shares issued upon the exercise of Secondary Options within 3 Business Days after the date of allotment of those Shares.
(h) There are no participating rights or entitlements inherent in the Secondary Options and holders will not be entitled to participate in new issues of capital offered or made to the Shareholders during the currency of the Secondary Options. However, the Company will send a notice to each optionholder at least 10 business days before the record date for any proposed issue of capital. This will give optionholders the opportunity to exercise their Secondary Options prior to the date for determining entitlements to participate in any such issue.
(i) There are no rights to a change in the exercise price, or in the number of shares over which the Secondary Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Secondary Options.

(j) The Secondary Options will be unlisted Options at the time of grant. However the Company reserves the right to apply for quotation of the Secondary Options at such time as the Company in its absolute discretion determines. Should the Company make an application for Official Quotation of the Secondary Options and the ASX accepts the application for quotation of the Options then the Secondary Options will be listed options from the time that the ASX accepts such application.
(k) Until the ASX accepts an application for quotation of the Secondary Options then the Secondary Options are transferable provided that the transfer of Options complies with section 707(3) of the Corporations Act.
(l) Following the ASX accepting an application for quotation of the Secondary Options then the Secondary Options are freely transferable.
(m) In the event of any re‐organisation of the issued capital of the Company on or prior to the Expiry Date, the rights of an option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the re‐ organisation.
(n) The Company will, at least 20 Business Days before the Expiry Date, send notices to the optionholders stating the name of the optionholder, the number of Secondary Options held, the exercise price, and the consequences of non‐payment.
(o) Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Secondary Options with the appropriate remittance should be lodged at the Company's share registry.

5.3 Rights attaching to Shares

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

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

(a) General meeting and notices

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Constitution, the Corporations Act or the Listing Rules.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of the Company every holder of fully paid ordinary shares present in person or by an attorney; representative or proxy has one vote on a show of hands (unless a member has appointed 2 proxies) and one vote per share on a poll.

A person who holds a share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share.

Where there are 2 or more joint holders of a share and more than one of them is present at a meeting and tenders a vote in respect of the share, the Company will count only the vote cast

by the member whose name appears first in the Company's register of members.

(c) Issues of further Shares

The Directors may, on behalf of the Company, issue, grant options over or otherwise dispose of unissued shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by the Constitution, Listing Rules, the Corporations Act and any rights for the time being attached to the shares in any special class of those shares.

(d) Variation of Rights

Unless otherwise provided by the Constitution or by the terms of issue of a class of shares, the rights attached to the shares in any class may be varied or cancelled only with the written consent of the holders of at least three‐quarters of the issued shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

(e) Transfer of Shares

Subject to the Constitution, the Corporations Act and Listing Rules, Shares are freely transferable.

The Shares may be transferred by a proper transfer effected in accordance with the ASX Settlement Operating Rules, by any other method of transferring or dealing with Shares introduced by ASX and as otherwise permitted by the Corporations Act or by a written instrument of transfer in any usual form or in any other form approved by either the Directors or ASX that is permitted by the Corporations Act.

The Directors may decline to register a transfer of Shares (other than a proper transfer in accordance with the ASTC Business Rules) where permitted to do so under the Listing Rules. If the Directors decline to register a transfer, the Company must, within 5 business days after the transfer is delivered to the Company, give the party lodging the transfer written notice of the refusal and the reason for the refusal. The Directors must decline to register a transfer of Shares when required by law, by the Listing Rules or by the ASX Settlement Operating Rules.

(f) Partly paid Shares

The Directors may, subject to compliance with the Constitution, the Corporations Act and Listing Rules, issue partly paid shares upon which there are outstanding amounts payable. These shares will have limited rights to vote and to receive dividends.

(g) Dividends

The Directors may from time to time determine dividends to be distributed to members according to their rights and interests. The Directors may fix the time for distribution and the methods of distribution. Subject to the terms of issue of shares, the Company may pay a dividend on one class of shares to the exclusion of another class.

Each share carries the right to participate in the dividend in the same proportion that the amount for the time being paid on the share (excluding any amount paid in advance of calls) bears to the total issue price of the share.

(h) Winding up

Subject to the rights of holders of shares with special rights in a winding‐up, if the Company is wound up, members will be entitled to participate in any surplus assets of the Company in proportion to the percentage of the capital paid‐up or credited as paid up on the shares when the winding up begins.

(i) Dividend reinvestment and Share plans

Subject to the requirements in the Corporations Act and the Listing Rules, the Directors may implement and maintain dividend reinvestment plans (under which any member may elect that dividends payable by the Company be reinvested by way of subscription for fully paid shares in the Company) and any other share plans (under which any member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive instead some other entitlement, including the issue of fully paid shares).

(j) Directors

The Constitution states that the minimum number of Directors is 3.

(k) Powers of the Board

Except as otherwise required by the Corporations Act, any other law, the Listing Rules or the Constitution, the Directors have the power to manage the business of the Company and may exercise every right, power or capacity of the Company.

(l) Share buy backs

Subject to the provisions of the Corporations Act and the Listing Rules, the Company may buy back shares in itself on the terms and at times determined by Directors.

(m) Unmarketable parcels

The Company's constitution permits the Board to sell the Shares held by a Shareholder if they comprise less than a marketable parcel within the meaning of ASX Business Rules. The procedure may only be invoked once in any 12 month period and requires the Company to give the Shareholder notice of the intended sale.

If a Shareholder does not want his Shares sold, he may notify the Company accordingly.

(n) Capitalisation of profits

The Company may capitalise profits. Subject to the Constitution and the terms of the issue of shares, members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

(o) Capital reduction

Subject to the Corporations Act and Listing Rules, the Company may reduce its share capital.

(p) Preference Shares

The Company may issue preference shares including preference shares that are liable to be redeemed. The rights attaching to preference shares are those set out in the Constitution unless other rights have been approved by special resolution of the Company’s members.

5.5 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules of ASX.

Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 5.6 below).

5.6 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the Offer, a copy of:

(a) the Annual Financial Report of the Company for the year ended 31 December 2011, as lodged with ASX on 29 February 2012, being the last financial year for which an annual financial report has been lodged with ASIC in relation to the Company before the issue of this Prospectus;
(b) the Half Yearly Report and Accounts for the 6 month period ending 30 June 2012, as lodged with ASX on 31 August 2012, being the last financial report lodged with ASIC in relation to the Company before the issue of this Prospectus;
(c) the following continuous disclosure notices given by the Company to notify ASX of information relating to the Company during the period from the date of lodgement of the Annual Financial Report referred to in paragraph (a) and before the date of issue of this Prospectus are as follows:

Date Subject of Announcement

12/03/12	Appendix 3B
19/03/12	Select Signs Share Sale Agreement with Indigo Metals
30/04/12	Appendix 4C ‐ quarterly
30/04/12	Notice of AGM and Updated Annual Report
18/05/12	Select appoints Managing Director Elect
31/05/12	Results of Meeting
28/06/12	Notice of General Meeting
30/07/12	Trading halt
31/07/12	Results of Meeting
31/07/12	Suspension from Official Quotation
31/07/12	June 2012 Quarterly Report
02/08/12	One for One Hundred Share Consolidation
14/08/12	SLT Completion of Share Consolidation
20/08/12	Change of Director's Interest Notice x 3
31/08/12	Half Yearly Report and Accounts
10/09/12	Notice of General Meeting
11/09/12	Prospectus
14/09/12	Appendix 3B
20/09/12	Company Presentation
28/09/12	Appendix 3Y x 3
28/09/12	Appendix 3B
03/10/12	Change in substantial holding
03/10/12	Becoming a substantial holder
03/10/12	Change of Director's Interest Notice
04/10/12	Company Presentation ‐ Updated
09/10/12	Results of Meeting
30/10/12	Updated Appendix 3B

30/10/12	Securities Trading Policy
30/10/12	Updated Balance Sheet
30/10/12	Updated Statement of Commitments
30/10/12	Restricted Securities Schedule
30/10/12	Terms and Conditions of Options
30/10/12	Confirmations
30/10/12	Top 20 Holders
30/10/12	Distribution Schedule
30/10/12	Constitution
30/10/12	Appendix 1A
30/10/12	Pre‐Reinstatement Disclosure
30/10/12	Reinstatement Circular
30/10/12	Reinstatement to Official Quotation
31/10/12	Quarterly Activities and Cash Flow Reports
31/10/12	Capital Raising Closed Over Subscribed
01/11/12	Initial Director's Interest Notice
01/11/12	Change of Director's Interest Notice x4
01/11/12	Ceasing to be a substantial holder
01/11/12	Ceasing to be a substantial holder
01/11/12	Becoming a substantial holder
01/11/12	Becoming a substantial holder
02/11/12	Loyalty Options Offer
07/11/12	Change of Director's Interest Notice x2
14/11/12	Coal Outcrop discovered at Ruhuhu Project
15/11/12	Change of Director's Interest Notice
21/11/12	Appendix 3Y ‐ Change of Director's Interest Notice x 3
27/11/12	Maiden Drilling Program Commences at Ruhuhu Project
04/12/12	Drilling Update

10/12/12 Change of Director's Interest Notice

17/12/12 Trenching Results

20/12/12 Change of Director's Interest Notice

15/01/13 Letter to Optionholders

21/01/13 Appendix 3B

The Company will provide free of charge to any person who requests it during the period of the Offer, a copy of:

(a) this Prospectus;

(b) Constitution; and

5.7 Information excluded from continuous disclosure notices

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules, and which is required to be set out in this Prospectus.

5.8 Determination by the ASIC

The ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Loyalty Options under this Prospectus.

5.9 Directors' interests

The Directors' relevant interests in Shares and Options and their entitlements at the date of this Prospectus are as follows:

	Ian Macliver5	Mark Titchener5	Shane Cranswick7	Cherie Leeden5	Gary Seabrooke5
Current Number of Shares1, 2	945,841	1,600,000	320,000	114,242	609,592
Current percentage holding	2.28%	3.85%	0.77%	0.28%	1.47%
Current number of Options	‐	‐	83,3346	‐	‐
Entitlement to Loyalty Options under the Offer1, 3, 4	472,920	800,000	160,000	57,121	304,796

Assuming no Options are exercised prior to the Record Date.
Held directly or indirectly by the Director or a related party of the Director.
Entitlement to subscribe for Loyalty Options that will be held directly or indirectly.
At the time of lodging the Prospectus the Directors have indicated that they or their related parties will take up their full entitlement under the Offer.
Indigo Metals Limited ( Indigo ) currently holds 15,743,194 Shares. Messrs Macliver, Titchener, Seabrooke and Ms Leeden each hold 19% of Indigo but Indigo is controlled independently of each of them. These directors have no relevant interest in the Shares held by Indigo.
Exercisable at $0.35 on or before 30 September 2015.

7. Mr Shane Cranswick also holds 600,000 Performance Rights subject to vesting conditions.

Except as disclosed in this Prospectus, no Director or proposed director, and no firm in which a Director or proposed director has an interest:

(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Offer or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(b) has been paid or given or will be paid or given any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Offer.

5.10 Directors' remuneration

In accordance with the Constitution, the Shareholders have approved an aggregate amount of up to $250,000 per annum to be paid as non‐executive Directors' fees.

The Directors have resolved that each non‐executive Director is entitled to receive fees of $50,000 per annum (inclusive of superannuation), and the non‐executive Chairman is entitled to receive fees of $75,000 per annum (inclusive superannuation). Payments of Director's fees will be in addition to any payments to Directors in any employment capacity.

Directors have received the following remuneration for the preceding two financial years:

Director	Year	Directors Fees and Salary $	Superannuation $	Consulting Fees $	Total $
Ian Macliver	2012	45,833	‐	‐	45,833
	2011	40,000	‐	‐	40,000
Shane Cranswick1	2012	34,404	3,096	47,500	85,0003
	2011	‐	‐	‐	‐
Mark Titchener	2012	58,333	‐	‐	58,333
	2011	40,000	‐	‐	40,000
Cherie Leeden2	2012	41,667	‐	‐	41,667
	2011	36,663	‐	‐	36,663
Gary Seabrooke2	2012	41,667	‐	‐	41,667
	2011	36,667			36,667

Appointed a Director on 1 November 2012.
Appointed a Director on 10 January 2011.
The Company has paid Mr Cranswick $47,500 (based on an agreed rate of $1,000 per day) for consultancy services provided by Mr Cranswick to the Company prior to his appointment as Managing Director pursuant to the executive services agreement between Mr Cranswick and the Company.

5.11 Interests of other persons

E xcept as disclosed in t his Prospe c tus, no ex p ert, promo t er or othe r person named in thi s P rospectus a s performing a function in a professional, advis o ry or other c apacity:

( a) has any inter e st nor has h ad any inte r est in the last two year s prior to th e date of thi s Prospectus i n the forma t ion or pro m otion of t h e Compan y , the Offer or propert y acquired or proposed t o be acqu i red by the Company in connection with it s f o rmation or promotion o r the Offer; or
( b) has been pai d or given or will be paid or given any amount o r benefit i n connectio n w ith the for m ation or pr o motion of t h e Company or the Offe r .

5.12 Expenses of Offer

T he estimat e d expenses of the Offe r are as follo w s:

A L L P T SIC Lodgem isting fee egal and pr rinting, ma otal ent fee eparation ex iling and oth penses er expenses	$ 2,171 14,397 5,000 5,000
	26,568

6. Authorisation

This Prosp e ctus is authorised by e a ch of the Di r ectors of the Company.

This Prosp e ctus is sign e d for and o n behalf of C ompany by:

==> picture [49 x 37] intentionally omitted <==

==> picture [52 x 37] intentionally omitted <==

__ _ ___ _ _ Shane Cra n swick Managing Director

Dated: 2 1 January 20 1 3

2 8

7. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$ means Australian dollars.

Acceptance means a valid application for Loyalty Options made pursuant to this Prospectus on an Entitlement and Acceptance Form.

Applicant means a person who submits an Entitlement and Acceptance Form.

Application Monies means application monies for Loyalty Options received by the Company.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the Directors meeting as a board.

Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day.

Closing Date means the date identified as such in the proposed timetable.

Company or Select means Select Exploration Limited ACN 062 063 692.

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

Corporations Act means Corporations Act (Cth) 2001.

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

Eligible Shareholder means a person registered as the holder of Shares on the Record Date whose registered address is in Australia, New Zealand, the Republic of Mauritius, Ireland, the Cayman Islands, the United Arab Emirates and Mozambique.

Entitlement and Acceptance Form means the entitlement and acceptance form sent with this Prospectus that sets out the entitlement of Shareholders to subscribe for Loyalty Options pursuant to the Offer.

Loyalty Option means an Option exercisable at $0.35 on or before 30 September 2015 and otherwise with the terms and conditions outlined in Section 5.1.

Loyalty Optionholder means the holder of Loyalty Options.

Listing Rules means the Listing Rules of ASX.

Offer means the Offer in Section 1.1.

Official List means the official list of ASX.

Official Quotation means quotation on the Official List.

Option means an option to acquire a Share.

Prospectus means this prospectus dated in Section 6.

Record Date means 5:00pm (WST) on the date identified in the proposed timetable.

Secondary Option means an Option exercisable at $0.45 on or before 31 March 2017 and otherwise with the terms and conditions outlined in Section 5.2.

Section means a section of this Prospectus.

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

Shareholder means a holder of Shares.

Shortfall Offer has the meaning in Section 1.12.

Shortfall Loyalty Options means Loyalty Options not subscribed for by Eligible Shareholders under the Offer.

Shortfall Application Form means an application form provided by the Company on which applications for Shortfall Loyalty Options can be made.

WST means Western Standard Time, being the time in Perth, Western Australia.