SPC GLOBAL HOLDINGS LTD — Capital/Financing Update 2012

Feb 26, 2012

CREST MINERALS LTD ACN 150 015 446

PROSPECTUS

For an offer of 17,500,000 Shares at an issue price of $0.20 per Share to raise $3,500,000.

The Company may also accept oversubscriptions of up to a further 7,500,000 Shares at an issue price of $0.20 per Share to raise up to an additional $1,500,000.

IMPORTANT INFORMATION

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

1.	CORPORATE DIRECTORY 2
2.	IMPORTANT NOTICE 3
3.	INVESTMENT OVERVIEW 5
4.	CHAIRMAN'S LETTER 19
5.	DETAILS OF THE OFFER 20
6.	COMPANY AND PROJECT OVERVIEW 23
7.	RISK FACTORS 27
8.	INDEPENDENT GEOLOGICAL REPORT 31
9.	INVESTIGATING ACCOUNTANT'S REPORT 77
10.	FINANCIAL INFORMATION 82
11.	SOLICITOR'S REPORT ON TENEMENTS 95
12.	BOARD, MANAGEMENT AND CORPORATE GOVERNANCE 131
13.	MATERIAL CONTRACTS 142
14.	ADDITIONAL INFORMATION 149
15.	DIRECTORS' AUTHORISATION 160
16.	GLOSSARY 161

1. CORPORATE DIRECTORY

Directors

Angus Middleton: Non-Executive Director and Chairman

Jonathon Trewartha: Non-Executive Director

Andrew Kuzemko: Non-Executive Director

Officers

Stephen Jones: Chief Executive Officer

Jarek Kopias: Company Secretary and Chief Financial Officer

Proposed ASX Code

CTT

Solicitors

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

Tel: +61 8 9321 4000 Fax: +61 8 9321 4333

Investigating Accountant and Auditor

Grant Thornton Audit Pty Ltd Level 1 67 Greenhill Road Wayville SA 5034 Australia

Tel: +61 8 8372 6666 Fax: +61 8 8372 6677 Email: info.sa@au.gt.com

Registered Office

Level 11 100 King William St Adelaide SA 5000

Tel: + 61 8 9426 0626 Fax: +61 8 9481 1947

Email: admin@crestminerals.com.au Website: www.crestminerals.com.au

Lead Manager

Pendragon Capital Limited (trading as Barringtons Corporate) 283 Rokeby Road Subiaco WA 6008

Tel: + 61 8 9426 0666 Fax: +61 8 9481 1947

Independent Geologist

Al Maynard & Associates Suite 9/280 Hay Street Subiaco WA 6008

Tel: +61 8 9388 1000 Fax: +61 8 9388 1768

Email: al@geological.com.au

Share Registry*

Computershare Investor Services Pty Ltd Level 5 115 Grenfell Street Adelaide SA 5000

Tel: 1300 659 671 (within Australia) +61 3 9415 4130 (outside Australia)

Website: www.investorcentre.com/contact

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

2. IMPORTANT NOTICE

2.1 General

This Prospectus is dated 15 February 2012 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

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

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

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

2.2 Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period.

2.3 JORC Competent Person Statement

The information in this Prospectus, which relates to Exploration Results, Mineral Resources and Ore Reserves, is based on information compiled by Mr Al Maynard. Mr Maynard is employed by Al Maynard & Associates. Mr Maynard is a member of the Australian Institute of Geoscientists (IAG) and the Australasian Institute of Mining and Metallurgy (AusIMM).

Mr Maynard has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'.

Mr Maynard consents to the inclusion of information in this Prospectus, based on his information in the form and context in which it appears.

2.4 Web Site – Electronic Prospectus

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

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

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

No document or information included on the Company's website is incorporated by reference into this Prospectus.

2.5 Forwarding-looking statements

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

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

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

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

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

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

2.6 Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person shown endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

3. INVESTMENT OVERVIEW

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

3.1 The Company

The Company is a speculative exploration and prospecting company which has entered into several agreements to acquire the right to earn into interests in certain tenements located in the Eastern Goldfields and Mount Monger areas (Tenements). Summaries of those agreements are contained in the Solicitor's Report in Section 11 of this Prospectus.

The Company was incorporated on 23 March 2011 as a proprietary company limited by shares, with the name Resgen Resources Pty Ltd. By resolution passed on 7 July 2011, the Company obtained approval to change status to a public company limited by shares, which occurred on 26 August 2011. On 9 December 2011, the Company changed its name to Crest Minerals Ltd.

3.2 The Offer

The Company invites applications for 17,500,000 Shares at an issue price of $0.20 per Share to raise $3,500,000.

Oversubscriptions of up to a further 7,500,000 Shares at an issue price of $0.20 per Share to raise up to a further $1,500,000 may be accepted.

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

The key information relating to the Offer and references to further details are set out below. Refer to Section 5 for further details in relation to the Offer.

Indicative timetable*

Lodgement of Prospectus with the ASIC	15 February 2012
Opening Date	23 February 2012
Closing Date	5 April 2012
Allotment Date	18 April 2012
Despatch of holding statements	23 April 2012
Expected date for quotation on ASX	(on or before) 30 April 2012

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

3.3 Purpose of the Offer

The purpose of the Offer is to facilitate an application by the Company for admission of the Company to the official list of ASX and position the Company to seek to achieve the objectives set out below in Section 3.5.

3.4 Use of Funds

The Company intends to apply funds raised from the Offer over the first two years following admission of the Company to the official list of ASX as follows 1:

Fundsavailable	FullSubscription($)	Percentage ofFunds (%)	OverSubscription($)	Percentage ofFunds (%)
	($3,500,000)		($5,000,000)
Year 1
Expensesofthe Offer2	401,733	18%	496,141	17%
Explorationexpenditure3	1,086,000	48%	1,445,000	49%
VendorPayments 4	280,000	13%	280,000	10%
Administration5	365,000	16%	465,000	16%
Workingcapital	117,267	5%	228,859	8%
Total- Year 1	2,250,000	100%	2,915,000	100%
Year 2
Explorationexpenditure3	885,000	71%	1,470,000	71%
Administration5	365,000	29%	465,000	22%
Workingcapital	Nil	0%	150,000	7%
Total- Year 2	1,250,000	100%	2,085,000	100%
Total- Years 1& 2	3,500,000		5,000,000

1 Refer to the Financial Information set out in Section 10 of this Prospectus for further details.

2 Refer to Section 14.8 of this Prospectus for further details.

3 Refer to the Independent Geological Report in Section 8 of this Prospectus for further information on the planned exploration activities and expenditure budget for the Project.

4This includes amounts to be paid as consideration and amounts to be paid to the Vendors as reimbursement for the Vendors keeping the tenements in good standing between the execution of the relevant farm-in agreements and satisfaction of the relevant conditions precedent. The relevant farm-in agreements are the Heines Dam Agreement, the Yundamindera Agreement with BrilliantGold only and the Yundamindera Agreement with BrilliantGold and Atticus. Refer to the summaries of these agreements in the Solicitor's Report in Section 11 of this Prospectus.

5 These expenses include wages, bonuses and superannuation of employees and Directors, rent and outgoings, accounting fees, legal fees, ASX listing fees, auditing fees, insurance, share registry fees, travel expenses, and all other items of a general administrative nature.

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

3.5 The Objectives

The Company's main objectives on completion of the Offer are to enhance shareholder wealth through implementing exploration work programmes on the projects it intends to acquire interests in, while continuing to evaluate additional exploration projects both within Australia and overseas. These projects may be in commodities other than gold. On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

3.6 Capital Structure

The capital structure of the Company following completion of the Offer (assuming full subscription) is summarised below:

Shares1

	Full Subscription($3,500,000)	OverSubscription($5,000,000)
Shares currently on issue	13,700,000	13,700,000
Shares to be issued prior to opening of theOffer2	1,500,000	1,500,000
Shares to be issued to vendors of theassets	2,575,000	2,575,000
Shares to be issued pursuant to the Offer	17,500,000	25,000,000
Total Shares on issue upon listing	35,275,000	42,775,000

Options

	Full Subscription($3,500,000)	OverSubscription($5,000,000)
Options currently on issue3	6,250,000	6,250,000
Options to be issued to vendors of theassets4	1,000,000	1,000,000
Options to be issued to Lead Manager5	1,050,000	1,050,000
Options to be issued pursuant to the Offer	Nil	Nil
Total Options on issue upon listing	8,300,000	8,300,000

1 The rights attaching to the Shares are summarised in Section 14.1 of this Prospectus.

2 These Shares are intended to be issued to the Lead Manager and various unrelated parties prior to the opening of the Offer, at an issue price of $0.10 per Share.

3 The Options currently on issue are as follows:

(a) 2,500,000 Options exercisable at $0.25 each on or before 23 March 2015 issued to founding members on 23 March 2011;

• (b) 2,000,000 Options exercisable at $0.25 each on or before 2 December 2015 issued to directors on 2 December 2011 (the issue of these Options was approved by Shareholders on 2 December 2011);
• (c) 1,500,000 Options exercisable at $0.25 each on or before 19 January 2016 issued to the CEO on 19 January 2011; and
• (d) 250,000 Options exercisable at $0.25 each on or before 11 January 2016 issued to the Chief Financial Officer on 11 January 2012.
• 4 1,050,000 Options exercisable at $0.25 each on or before 4 years after issue to be issued to Lead Manager following the successful conclusion of the Offer. Further information on the options to be granted to the Lead Manager is set out in Section 13 of this Prospectus.
• 5 1,000,000 Options exercisable at $0.20 each on or before 5 years after issue to be issued to Vendors of the assets following the successful conclusion of the Offer. Further information on the farm-in agreements is set out in the Solicitor's Report in Section 11 of this Prospectus.

3.7 Options which may be issued in the future

In addition to the above Options, the following Options may be issued subject to certain conditions:

	Full Subscription($3,500,000)	OverSubscription($5,000,000)
Options to the Chief Executive Officer1	2,000,000	2,000,000
Options to the Chairman2	1,000,000	1,000,000
Total Options	3,000,000	3,000,000

12,000,000 Options to be issued to the Chief Executive Officer, exercisable once certain performance hurdles have been achieved, as set out in Section 13.2.

21,000,000 Options exercisable at $0.25 each, on or before 4 years after issue to be issued to the Chairman, subject to shareholder approval at the next Shareholders' meeting.

3.8 Key Investment Highlights

The Company is focussed on gold exploration in Western Australia.

The key investment highlights of an investment in the Company include:

• (a) the Company is an Australian based exploration company established primarily to acquire, explore and exploit mineral projects, including gold at the Majestic North, Mt Ida, Heines Dam and Yundamindera Projects located in Western Australia (Projects);

• (b) the Company has entered into agreements with:

  • (i) Western Resources Pty Ltd and Zetek Resources Pty Ltd, giving the Company the right to earn up to an 80% joint venture interest in certain tenements of the Majestic North Project located in the Mount Monger area, Western Australia;
  • (ii) Stuart Hooper, giving the Company the right to earn up to an 80% joint venture interest in certain tenements of the Mt Ida Project in the Eastern Goldfields, Western Australia;
  • (iii) Greg Jorgenson and McVerde Minerals Pty Ltd, giving the Company the right to earn up to a 90% joint venture interest in exploration licence 16/388, which is part of the Heines Dam Project in the Eastern Goldfields, Western Australia;

• (iv) BrilliantGold Pty Ltd, giving the company the right to earn up to a 90% joint venture interest in exploration licences 39/1414 and 39/1564, which comprise part of the Yundamindera Project; and

• (v) BrilliantGold Pty Ltd and Atticus Ltd, giving the company the right to earn up to a 90% joint venture interest in the exploration licence 39/1110 which comprises part of the Yundamindera Project.

Refer to the Independent Geological Report in Section 8 and the Solicitor's Report in Section 11 of this Prospectus for further details of all agreements;

• (c) the four separate Projects which the Company may earn an interest in, are located in the Eastern Goldfields region of Western Australia, which area is known to host world-class gold mining operations including Kanowna Belle, Super Pit and also the recent Majestic and Tropicana discoveries (Integra Mining Ltd (Integra));

• (d) the Majestic North Project is located in the Mt Monger region of Western Australia, 50 kilometres from Kalgoorlie. This flagship project, that the Company intends to earn an interest in, is along strike, within 3 kilometres of the recent Majestic gold deposit owned by Integra and within 2.5 kilometres of the new Imperial gold and copper discovery by Integra. Further detail on these discoveries is in the Independent Geological Report in Section 8 of this Prospectus. Since the discovery, Integra has continued with an extensive drilling campaign and has now drilled to within less than 2 kilometres of the Majestic North Project's southern boundary;

• (e) Integra's Majestic Project has a JORC compliant Inferred Mineral Resource of 3,882,000 tonnes at 2.05 grams per tonne of gold for 256,000 ounces of gold and a Probable Ore Reserve of 1,362,550 tonnes at 2.23 grams per tonne of gold for 97,690 ounces of gold. The Company does not and will not hold an interest in this project. There is no guarantee that these results will be reflected in the Company's Majestic North Project;

• (f) should a JORC compliant Mineral Resource or Ore Reserve be delineated by the Company, which in turn leads to mining, the Company's Majestic North Project's proximity and the trucking distance of six operating gold mills has the potential to lower the hurdles toward production;

• (g) the Company has a quality management team with strong corporate, operating and exploration track records. The management team, put in place by the Board, has extensive experience in significant project identification, exploration program management experience and building and managing exploration teams, including the operation and management of small and large scale gold mining operations. Further details on the management of the Company can be found in Section 3.13 of this Prospectus;

• (h) the Directors believe that the Company's exploration portfolio leaves the Company in a solid position to benefit from the current high gold price;

• (i) in addition to acquiring the Majestic North, Mt Ida, Heines Dam and Yundamindera Projects, the Company intends to pursue other new projects in the resources sector, both in Western Australia and elsewhere, by way of acquisition or investment; and

• (j) the Company is targeting an Initial Public Offering (IPO) to raise $3.5 million (with up to $1.5 million in oversubscriptions) to fund an aggressive exploration program on the prospective gold projects in which it intends to earn an interest.

3.9 Key Risks

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

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

Set out below are specific risks to which the Company is exposed to. Further risks associated with an investment in the Company are outlined in Section 7.

(a) Forfeiture Risk

The expenditure requirements have not been met on exploration licence 39/1110. No expenditure has been lodged and no exemption to expenditure requirements has been lodged in relation to E39/1110. A failure to take required action on or before 10 March 2012, may lead to forfeiture of E39/1110. Further details of expenditure requirements are set out in the Solicitor's Report in Section 11 of this Prospectus.

(b) Change of Reserve Purpose

On or about 24 November 2010, the Geological Survey of Western Australia sent the vendors of the Majestic North Project a letter regarding a proposal to change the purpose of Reserve 2972 from "Water" to "Use and benefit of Aboriginal people". The reserve affects P25/2163, 25/2164, 25/2165 and 25/2166. The vendors of the Majestic North Project replied in writing on 7 December 2010 noting that this change to the classification of the Reserve 2972 would be of concern. As at 14 February 2012, there had been no conversion of this reserve. Should the purpose of Reserve 2972 by changed in the future, this may affect the ability of the Company to carry out its operations on the Majestic North Project.

(c) Contractual Risks

The Company has entered into a number of agreements. The ability of the Company to achieve its objectives will depend on the performance by counter parties and their obligations under the agreement. If the counter party defaults, in the performance of its obligations, it may be necessary for the Company to approach a court to seek a legal remedy. Legal action can be costly and there can be no guarantee that a legal remedy will be ultimately granted on the appropriate terms.

(d) Access risk

As identified in the Solicitor's Report on Tenements in Section 11 of this Prospectus, there are a number of third party interests which overlay areas within the Tenements, including:

• (i) Native Title claims;
• (ii) Aboriginal heritage sites;
• (iii) Crown reserves for various purposes;
• (iv) pastoral leases;
• (v) private land; and
• (vi) File Notation Area 7665, which is in relation to the possible dedication of a road.

Under Western Australian and Commonwealth legislation, the Company may be required to obtain the consent of and pay compensation to the holders of these third party interests prior to commencing any exploration or mining activities on the affected areas within the Tenements. Whilst the requirement to seek and obtain such consents and pay such compensation is customary in Western Australia, any delay in obtaining these consents may impact on the Company's ability to carry out exploration activities within the affected areas.

(e) Limited history

The Company has only recently become operational and thus has no operating history and limited historical financial performance. Exploration has previously been conducted on the area of land the subject of the Projects, however, the Company is yet to conduct its own exploration activities and will not conduct these activities until the Company has been admitted to the Official List. No assurance can be given that the Company will achieve commercial viability through the successful exploration and potential mining of any of the projects. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

(f) Title Risks

Tenements in which the Company may in the future acquire an interest are or will be subject to applicable local laws and regulations and the relevant conditions applying in each jurisdiction. Failure to comply with these conditions may render the licences liable to forfeiture.

All of the projects in which the Company may in the future acquire an interest will be subject to application for tenement renewal from time to time. Renewal of the term of each tenement will be subject to the applicable legislation. If a tenement is not renewed for any reason, the Company may suffer significant damage through the loss of the opportunity to develop and discover any mineral resources on that tenement.

(g) Native Title Risks

The Native Title Act 1993 (Cth) (Native Title Act) recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people, in land and waters, according to their traditional laws and customs. Some of the Tenements are covered by Native Title claims and this may impact on the Company's operations and future plans.

Native Title can be extinguished by valid grants of land (such as freehold title) or waters to people other than the Native Title holders or by valid use of land or waters. It can also be extinguished if the indigenous group has lost its connection with the relevant land or waters. Native Title is not necessarily extinguished by the grant of mining leases, although a valid mining lease prevails over Native Title to the extent of any inconsistency for the duration of the title.

Tenements granted before 1 January 1994 are valid or have been validated by the Native Title Act. For tenements to be validly granted (or renewed) after 1 January 1994, the future act regime established by the Native Title Act must be complied with. The existence of a Native Title claim is not an indication that Native Title in fact exists on the land covered by the claim, as this is a matter ultimately determined by the Federal Court. The Company must also comply with Aboriginal heritage legislation requirements which require heritage survey work to be undertaken ahead of the commencement of mining operations. Several of the Company's projects are located within areas that contain cultural sites and there is no certainty the location of the sites may or may not restrict access for exploration and mining activities.

To assist the relevant Native Title party to agree to the granting of certain Tenements, the initial applicants of those tenements entered into heritage agreements. Refer to the Native Title agreement details in the Solicitor's Report in Section 11 of this Prospectus for further details. In many cases, the tenement applicants agreed to alert the relevant Native Title party prior to making an application under the Aboriginal Heritage Act to alter any Aboriginal Heritage site. The Company anticipates having those agreements assigned to it in due course and where necessary. The restrictions which will be placed upon the Company are customary in the industry.

(h) Exploration Success

The mineral tenements, in which the Company intends to earn an interest, as described in this Prospectus, are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of the Tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that the deposit can be economically exploited.

The exploration costs of the Company described in "Use of Funds" above 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.

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company and you should refer to the additional risk factors in Section 7 of this Prospectus before deciding whether to apply for Shares pursuant to this Prospectus.

3.10 Business Model

The Company has entered into agreements to earn the right to acquire interests in certain tenements known as the Majestic North, Mt Ida, Heines Dam and Yundamindera Projects. Summaries of these agreements are in the Solicitor's Report in Section 11 of this Prospectus.

In the short to medium term after listing on the ASX, the Company intends to implement exploration and prospecting work programmes on the Projects while continuing to evaluate additional mining projects, both within Western Australia and elsewhere, that the Directors consider could add value for Shareholders. These projects may involve commodities other than gold.

The Board and its advisors have extensive networks within the resources industry which will assist in the search for additional projects of interest both in Australia and internationally.

Further details in respect of the Company and the Projects are set out in Section 6, in the Independent Geological Report in Section 8 and in the Solicitor's Report in Section 11 of this Prospectus.

Figure 1- Crest Minerals Ltd's Projects

3.11 Substantial Shareholders

Those Shareholders holding 5% or more of the Shares on issue on completion of the Offer (assuming full subscription) are set out in the respective tables below.

On completion of the Offer (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer and completed on the basis of a minimum subscription only being issued)

Shareholder	Shares	Options	%(undiluted)	%(fullydiluted)
R&K InvestmentsPty Ltd1	4,900,000	1,000,000	13.89	13.54
Genex ResourcesPty Ltd2	2,500,000	1,250,000	7.09	8.61
NowakInvestmentsPtyLtd2	2,450,000	1,250,000	6.95	8.49

1 This entity is controlled by Andrew Kuzemko, a Director of the Company.

2These entities are controlled by Stephen Biggins, a Founder of the Company.

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

3.12 Financial Information

The Company is currently in a start-up phase and has not yet commenced exploration or prospecting on any of the Projects in which the Company intends to acquire an interest. Therefore, the Company's operational and financial historical performance is limited.

As a result, the Company is not in a position to disclose any key financial ratios other than its Statement of Financial Position and Income Statement, which are set out in the Financial Information in Section 10. Investors should read the Financial Information in full.

The Company's initial funding will be generated from the initial public offering of Shares pursuant to this Prospectus. The Company expects to raise further capital from the issue of securities in the future. If the Company's proposed exploration and prospecting is successful and the Company chooses to develop its projects then the Company may also consider debt funding. Further consideration will be given to this in due course.

3.13 Directors

Details of the Directors' remuneration can be found in Section 3.17 of this Prospectus.

Angus Middleton Non-Executive Director and Chairman

Mr Middleton is a fund manager and former stockbroker who has extensive experience in the Australian resources sector and in particular in relation to capital raisings for exploration companies.

He is currently a Director of SA Capital Pty Ltd, a corporate advisory firm specialising in equity raisings and underwriting, and the Managing Director of SA Capital Funds Management Limited, an Adelaide based investment fund. SA Capital has been involved in advising and raising equity for corporations in the form of venture capital, seed capital, private equity, pre-initial public offering and initial public offerings. He is also a Director of SA Capital Corporate Pty Ltd and SA Capital Securities Pty Ltd which are Authorised Corporate Representatives (CAR) of SA Capital Pty Ltd.

Prior to becoming a fund manager he was a stockbroker for 25 years and a member of the Adelaide Stock Exchange and then the Australian Stock Exchange. Mr Middleton is also a non-executive director of ASX listed Magna Mining NL, Black Ridge Mining NL, Rubianna Resources Limited and Hillcrest Litigation Services Limited.

Mr Middleton does not expect that his directorships in other companies or other current business activities will interfere with his ability to act as the Chairman and a Non-Executive Director to the Company.

Jonathon Trewartha Non-Executive Director

Mr Trewartha is a mining engineer with more than 22 years management and technical experience in gold, base metals and iron. He has been involved in projects that cover greenfield exploration, feasibility studies, construction and mining, both in Australia and Africa.

Mr Trewartha started his career when he was recruited by De Beers to work at the Premier Diamond mine and Western Deep West Gold mine in South Africa. Mr Trewartha returned to Australia where he commenced work for Western Mining Resources at Olympic Dam Operation, St Ives Gold Mine, the Kambalda and Leinster Nickel Mines. He then worked as a contractor for Normandy Mining Limited at its White Devil Gold Mine.

He then joined Homestake Mining Company at its Plutonic Gold operation and performed such roles as Open Cut and Underground Manager. With the last role for Plutonic he worked as a Project Manager developing a new gold mine. Mr Trewartha was contracted to Perilya Limited as Technical Manager for Broken Hill. He joined Terramin Australia Limited and became General Manager Projects developing the Angus Zinc Mine from the initial resource, as well as the scoping study at the Tala Hamza Zinc project in Algeria. He currently is a Principle Mining Engineer at Golder Associates.

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

Andrew Kuzemko ACSI Non-Executive Director

Mr Kuzemko began his career in finance whilst working for a private equity firm in London. The firm specialised in the areas of capital raising, acquisitions, investment management and Private Investment in Public Equities (PIPEs).

Mr Kuzemko has extensive IPO experience having worked on a range of successful floats in Australia.

He established and is a current director of R&K Investments Pty Ltd, a successful investment fund, which is well networked both domestically and internationally. The fund's main focus is in the resources sector. Mr Kuzemko is currently further developing his qualifications with the Australian Institute of Company Directors (AICD).

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

3.14 Management and Consultants

Stephen Jones Chief Executive Officer

Mr Jones is a mining engineer with extensive experience on a range of mines and projects spanning more than 25 years. His experience covers the full life cycle of a mine from early stage exploration to operation of production stage mines.

Throughout his career, Mr Jones has worked in numerous mining engineering and operations based roles for Groote Eylandt Mining Company (BHP), Newcrest Mining Limited, Kalgoorlie Consolidated Gold Mines Pty Ltd, Resolute Mining Limited, Normandy Mining Limited, Sons of Gwalia Limited, Marvel Loch Operations, Consolidated Minerals Limited, Brandrill Ltd's Bronzewing/ Greenbushes, Kagara Limited and most recently as Principal Mining Engineer at Golder Associates.

Mr Jones is experienced in the operation of both open cut and underground projects, with expertise in valuations, reserves, optimisations, project management and planning through to production.

Mr Jones does not expect that his current business activities will interfere with his ability to act as a Chief Executive Officer to the Company.

Jarek Kopias B.Com, CPA, ACIS Chief Financial Officer and Company Secretary

Mr Kopias is a Certified Practicing Accountant and Chartered Secretary. Mr Kopias has over 15 years of industry experience in a wide range of financial and secretarial roles within the resources industry.

As an accountant, Mr Kopias worked in numerous financial roles for companies, specialising in the resource sector – including 5 years at WMC Resources Limited's Olympic Dam operations, 5 years at Newmont Mining Corporation - Australia's corporate office and 5 years at oil and gas producer and explorer, Stuart Petroleum Limited (prior to its merger with Senex Energy Limited).

He is currently the CFO and Company Secretary of Core Exploration Limited (ASX: CXO) and Lincoln Minerals Limited (ASX: LML) and has previously been the Company Secretary of Stuart Petroleum Limited (formerly ASX: STU), prior to its merger with Senex Energy Limited (ASX: SXY).

Mr Kopias does not expect that his current business activities will interfere with his ability to act as the Chief Financial Officer and Company Secretary to the Company.

Stephen Biggins MBA, BSc (Hons) Geol, MAuslMM Geological Consultant to the Board

Mr Biggins has accumulated broad experience as a geologist and geophysicist for over 20 years, having specialised in mineral exploration, development and mining in Australia and throughout the world. Mr Biggins founded and served as director on the board of various ASX listed companies including Sothern Gold Limited (ASX:SAU), Core Exploration Limited (ASX:CXO) and Southern Uranium Limited (formerly ASX:SNU).

Mr Biggins has been involved in building prospective portfolios of gold, uranium and base metal projects globally. The earliest of these projects provided the foundation for Southern Gold Limited, which Mr Biggins took to market through an initial public offer in early 2005.

Mr Biggins does not expect that his current business activities will interfere with his ability to act as a Geological Consultant to the Board.

3.15 Corporate Governance

To the extent applicable, in light of the Company's size and nature, the Company has adopted The Corporate Governance Principles and Recommendations (2nd Edition) as published by ASX Corporate Governance Council (Recommendations).

The Company's main corporate governance policies and practices as at the date of this Prospectus are outlined in Section 12.2 of this Prospectus and the Company's compliance and departures from the Recommendations are set out in Section 12.3 of this Prospectus.

In addition, the Company's full Corporate Governance Plan is available from the Company's website (www.crestminerals.com.au).

3.16 Disclosure of Interests

Directors are not required under the Company's Constitution to hold any Shares and they may participate in the Offer. As at the date of this Prospectus, the Directors have relevant interests in Shares and Options as set out in the table below:

Director	Shares	Options
Jonathon Trewartha	550,000	1,000,0001
Andrew Kuzemko2	4,900,000	1,000,0001
Angus Middleton	Nil	1,000,0003

1 Each Option is unquoted and exercisable at 25 cents on or before 2 December 2015.

• 2 This includes the Shares and Options held by R&K Investments, as set out in Section 3.16 above, a company of which Mr Andrew Kuzemko controls.
• 3 These are Options that are proposed to be issued to Angus Middleton subject to shareholder approval at the next Shareholders' meeting.

The securities currently held by the Directors are likely to be subject to a 24 month escrow period, in accordance with the ASX Listing Rules.

3.17 Remuneration of Directors

For each of the Directors, the proposed annual remuneration for the financial year during the period prior to and following the Company being admitted to the Official List is set out in the table below.

Director	Remuneration prior toadmission	Remuneration followingadmission minimumsubscription
Angus Middleton	Nil	Up to $50,000 perannum1
Jonathon Trewartha	$40,000	Up to $50,000 perannum1
Andrew Kuzemko	$35,000	Up to $50,000 perannum1

1 Director Fees are dependent upon the amount of funds raised under the initial public offering process and will be paid as per below:

• (a) if $3.5million to less than $4.0million is raised, Directors' fees will be $30,000 per annum per Director;
• (b) if $4.0million to less than $5.0million is raised, Directors' fees will be $40,000 per annum per Director; or
• (c) if $5.0million is raised, Directors' fees will be $50,000 per annum per Director.

3.18 Agreements with Directors or Related Parties

The Company has entered into agreements with Messrs Middleton, Trewartha and Kuzemko. An outline of the agreements between the Company and each Director or Key Person is contained in Section 13 of this Prospectus.

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

• (a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board;
• (b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter; and
• (c) Shareholder approval is required to provide a financial benefit to a related party unless an exception under any of sections 210 to 216 of the Corporations Act apply.

4. CHAIRMAN'S LETTER

Dear Investor,

I am pleased to present to you, on behalf of the Board of Directors, an offer to become a shareholder in Crest Minerals Ltd (Crest or the Company).

The objectives of the Company on completion of the Offer are to enhance shareholder wealth through implementing exploration work programmes on its existing projects, while continuing to evaluate additional exploration projects, both within Australia and overseas. These projects may involve commodities other than gold.

Crest has begun implementing this strategy through entering into a number of agreements for the acquisition of gold projects in Western Australia. Western Australia hosts some of the largest gold deposits in Australia. In 2010, Western Australia produced 5.9 million gold ounces, over 75% of Australian production. Crest has entered into agreements which will, following the satisfaction of certain conditions precedent, give Crest the right to earn into a portfolio of 17 gold exploration or prospecting licences in Western Australia (Licences or Projects). The Board considers that these Projects have the right attributes to produce significant shareholder value through potential delineation of gold resources in one of the world's best gold mining and exploration locations.

Crest has focussed on gold because the Board considers that the world economic climate and macro environment presently remain supportive of an appreciating gold price. Gold has long held a role in financial markets as a reserve currency and an inflation hedge.

Following completion of the Offer, Crest intends to implement a focussed exploration program over the next two years to test the potential for gold mineralisation in the Project areas in which it intends to earn an interest.

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

The Crest Board believes that the above elements provide a sound platform for success and accordingly, on behalf of the Board of Crest, I recommend this offer to you and look forward to welcoming you as a shareholder of Crest.

Yours sincerely,

Angus Middleton Chairman

5. DETAILS OF THE OFFER

5.1 The Offer

Pursuant to this Prospectus, the Company invites applications for 17,500,000 Shares at an issue price of $0.20 per Share to raise $3,500,000.

The Company may accept oversubscriptions of up to a further $1,500,000 through the issue of up to a further 7,500,000 Shares at an issue price of $0.20 each under the Offer. The maximum amount which may be raised under this Prospectus is therefore $5,000,000.

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

5.2 Minimum subscription

If the minimum subscription to the Offer of $3,500,000 has not been raised within 4 months after the date of this Prospectus, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

5.3 Applications

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

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.

Completed Application Forms and accompanying cheques, made payable to "Crest Minerals Ltd – Share Offer Account" and crossed "Not Negotiable", must be mailed to the address set out on the Application Form by no later than the Closing Date.

The Company reserves the right to close the Offer early.

5.4 ASX listing

Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus.

If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

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

5.5 Allotment

Subject to the minimum subscription to the Offer being reached and ASX granting conditional approval for the Company to be admitted to the Official List, allotment of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

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

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

5.6 Applicants outside Australia

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

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

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

5.7 Oversubscriptions

The Company may accept oversubscriptions of up to a further $1,500,000 through the issue of up to a further 7,500,000 Shares at an issue price of $0.20 each under the Offer. The maximum amount which may be raised under this Prospectus is therefore $5,000,000.

5.8 Not underwritten

The Offer is not underwritten.

5.9 Commissions payable

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

5.10 Restricted Securities

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

The Company will announce to the ASX full details (quantity and duration) of the Shares and Options required to be held in escrow prior to the Shares commencing trading on ASX.

5.11 Taxation

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

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

5.12 Dividend Policy

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

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

6. COMPANY AND PROJECT OVERVIEW

6.1 Background

The Company was incorporated on 23 March 2011 as a proprietary company with the name Resgen Resources Pty Ltd. On 26 August 2011, the Company changed status to a public company limited by shares. On 9 December 2011, the Company changed its name to Crest Minerals Ltd.

The Company has entered into agreements with:

• (a) Western Resources Pty Ltd and Zetek Resources Pty Ltd, giving the Company the right to earn up to an 80% joint venture interest in certain tenements of the Majestic North Project located in the Mount Monger area, Western Australia;
• (b) Stuart Hooper, giving the Company the right to earn up to an 80% joint venture interest in certain tenements of the Mt Ida Project in the Eastern Goldfields, Western Australia;
• (c) Greg Jorgenson and McVerde Minerals Pty Ltd, giving the Company the right to earn up to a 90% joint venture interest in exploration licence 16/388, which is part of the Heines Dam Project in the Eastern Goldfields, Western Australia;
• (d) BrilliantGold Pty Ltd, giving the company the right to earn up to a 90% joint venture interest in exploration licences 39/1414 and 39/1564, which comprise part of the Yundamindera Project; and
• (e) BrilliantGold Pty Ltd and Atticus Ltd, giving the company the right to earn up to a 90% joint venture interest in the exploration licence 39/1110 which comprises part of the Yundamindera Project.

Full details of the terms of the above agreements are set out in the Solicitor's Report in Section 11 of this Prospectus.

Upon receiving conditional approval for admission to the official list of ASX, completion of the above agreements will occur.

6.2 Overview and Location of the Majestic North Project

Please note that this section 6.2 contains references to projects and tenements that do not belong to the Company, in particular those projects and tenements in which Integra Mining Limited (Integra) (an unrelated company) has an interest. There is no guarantee that the tenements that the Company may acquire an interest in will have the same results.

The Majestic North Project is located 50 kilometres east of Kalgoorlie and 5 kilometres north of the Trans Australia Railway Line. Access is via the Kalgoorlie-Bulong-Curtin Rd, which links Bulong to the Trans Access Road. The Majestic North Project is then accessed by station tracks up to Boundary Dam.

Historical soil sampling, on the Majestic North Project, has defined a large gold anomaly, in excess of 3 kilometres in strike. Drilling of the southern part of the surface geochemical anomaly defined a large area of supergene mineralisation consistently at approximately 36 to 40 metres below the surface. The supergene gold mineralization measures approximately 500 metres in strike and is open both to the north and south.

Integra's deeper drilling beneath a similar supergene gold blanket at the Majestic discovery has resulted in the recent discovery of significant gold mineralization (Integra's ASX Announcement 22/06/11).

These results indicate that the Majestic North Project may be a significant gold mineralised system. The Majestic North Project has good road access to the three local gold processing facilities, the closest being at Randalls. The Majestic

North Project has defined gold mineralisation already and has immediate drill targets in the context of Integra's Majestic Project.

The Majestic North Project tenements cover Archaean rocks of the Gindalbie Terrane within the Eastern Goldfields Province of Western Australia. Structurally the Majestic North Project lies within the Bulong Anticline, a major upright fold plunging at approximately 40 to 60 degrees towards the south southeast. The Majestic North Project tenements cover the northern and northwestern margins of a granitoid with surrounding felsic volcanics. The granitoid is part of the Juglah Monzogranite which has intruded the

Figure 2 Majestic North Project

felsic volcanic at the core/axis of the Bulong Anticline.

6.3 Overview and Location of the Mt Ida Project

The Mt Ida Project is located approximately 200 kilometres north-northwest of

Kalgoorlie-

Figure 3 Mt Ida Project Location

Find workings in the eastern parts of the Copperfield - Mt Ida region.

The Mt Ida project area is located in the northern part of the Mt Ida greenstone belt, which forms part of the Coolgardie Domain, itself the western-most domain of the Kalgoorlie Terrane. In the Copperfield - Mt Ida region, the Mt Ida greenstone belt can be further divided into a western stratigraphic association, which is dominated by banded iron formations and mafic volcanics, with minor interflow sediments.

The Mt Ida greenstone belt hosts a number of significant gold deposits, and as indicated above, also hosts a large number of current gold prospects and soil anomalies. The best known previously mined deposits, occur at the Copperfield mining centre (Timoni lode system), the Bottle Creek deposits and in the northern parts of the Mt Ida mining centre (Boudie Rat & Forrest Belle deposits).

6.4 Overview and Location of the Heines Dam Project

Figure 4 Heines Dam Project Tenure Location

The Heines Dam Project is located in the western-most parts of the Norseman-Wiluna greenstone belt and this portion of the belt forms part of the Coolgardie Domain itself the western-most part of the Kalgoorlie Terrane. The Heines Dam Project is located approximately 9 kilometres southwest of the Dunnsville mining center in the Eastern Goldfields region and 45 kilometres northwest of Coolgardie.

The Heines Dam Project is located close to the gold anomalous Reptile shear, which hosts significant gold occurrences near its intersection with the regionally extensive Ida Fault, approximately

17 kilometres to the northwest. The Lizard, Blue Tongue and Iguana deposits are the largest of these gold occurrences and 400,000 ounces of gold collectively have been mined from those deposits.

Mining of these deposits was undertaken by Delta Gold Ltd in 2000 and 2001. The local interpreted solid geology of the E16/388 area is dominated by mafic volcanics (porphyritic basalt & dolerite) in the central and eastern parts and by felsic mica schists, commonly andalusite-bearing, in the west. These felsic rocks are interpreted to be after felsic volcanics/volcaniclastics and/or sediments and several andalusite localities have been identified by the Geological Survey of Western Australia. Various campaigns of soil sampling programme have two targets, one of which has been drilled by rotary air blast drilling. The northern target is northeast - southwest trending, less than 100 parts per billion gold goldin-soil anomaly that has 150 metres of strike and is untested by rotary air blast drilling. The Alligator Prospect remains open in all directions and also requires additional rotary air blast drilling. Given the location of significant resources elsewhere in the region associated with the same structures and similar geology this project has potential for modest sized, but medium to high grade gold deposits.

6.5 Overview and Location of the Yundamindera Project

The Yundamindera Project is located north of the Yundamindera mining centre in WA's Eastern Goldfields. The Yundamindera Project tenements cover approximately 100 square kilometres and are located approximately 70 kilometres east-southeast of Leonora, 50 kilometres southwest of Laverton, 20 kilometres north of the Yundamindra Homestead and 30 kilometres southeast of

the Murrin Murrin nickel laterite mining operation.

The previous exploration for gold within E39/1414 has not been extensive or particularly systematic and the work that has been completed, has been reconnaissance in nature or has used poor quality exploration techniques, such as surface soil sampling to guide targeting. However, it highlights the Guyer shear as a potential host to gold mineralisation and, in particular, an area along this shear in the northwest of E39/1414 is considered particularly prospective.

Figure 5 Yundamindera Project Locations & Tenement

In 1999, another explorer collected 28 hydro-geochemical (ground water) samples from shallow aircore holes

and from a previously drilled water bore. A moderately strong ground water gold anomaly was identified over thrust-faulted granodiorite. This result was from within a zone of minor quartz veining in foliated and altered granodiorite.

From 2001 to 2002, another company explored to the west of the current Yundamindera Project area. Work included data compilation, aeromagnetic interpretation and two phases of reconnaissance rotary air blast/aircore drilling. Targets were identified as north-northeast and north-northwest trending structures, within both the western greenstone sequence, and the granitoid, together with the network of linked thrust faults, within the western portion of the Danjo Granodiorite. Several gold-in-saprolite/saprock results, greater than 100 parts per billion gold were generated by this work.

6.6 Further Information

Further information on the Majestic North, Mt Ida, Heines Dam and Yundamindera Projects is set out in the Independent Geological Report in Section 8 of this Prospectus.

7. RISK FACTORS

7.1 Introduction

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

The specific risks which relate directly to the Company's business are contained in Section 3.9 of this Prospectus. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

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

7.2 Industry specific

(a) Changes in Government Policy

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

(b) Regulatory Approvals

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

(c) Operating Risks

The operations of the Company in relation to any Tenements may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of any Tenements. Until the Company is able to realise value from any of the Projects, it is likely to incur ongoing operating losses.

(d) Resource Estimates

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

(e) Commodity and Currency Volatility

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

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

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

(f) Environmental Risks

The operations and proposed activities of the Company are subject to laws and regulation concerning the environment. As with most exploration tenements and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company's intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. However, complying with environmental laws may be difficult, costly and result in delays to any project activities.

(g) Insurance Risks

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

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

(h) Competition Risk

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

7.3 General risks

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration and prospecting, development and production activities, as well as on its ability to fund those activities.

(b) Market conditions

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

• (i) general economic outlook;
• (ii) introduction of tax reform or other new legislation;
• (iii) interest rates and inflation rates;
• (iv) changes in investor sentiment toward particular market sectors;
• (v) the demand for, and supply of, capital; and
• (vi) terrorism or other hostilities.

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

(c) Additional requirements for capital

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

(d) Reliance on key personnel

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

(e) Investment speculative

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

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

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

1. INDEPENDENT GEOLOGICAL REPORT

AL MAYNARD & ASSOCIATES Pty Ltd

Consulting Geologists

www.geological.com.au		(ABN 75 120 492 435)
9/280 Hay Street,	Tel: (+618) 9388 1000	Mob: 04 0304 9449
SUBIACO, WA, 6008	Fax: (+618) 9388 1768
Australia	al@geological.com.au

Australian & International Exploration & Evaluation of Mineral Properties

INDEPENDENT CONSULTING GEOLOGISTS' REPORT ON THE MINERAL RESOURCES AND EXPLORATION

ASSETS

OF

CREST MINERALS LTD

Prepared By: Allen J Maynard

Matthew Sullivan

Date: 14th February 2012

CONTENTS
1.INTRODUCTION 37
1.1 THE PROJECTS 37
2.0MAJESTIC NORTH PROJECT 37
2.1 INTRODUCTION 38
2.1.1 Tenure 39
CREST HAS ENTERED INTO AN AGREEMENT TO EARN AN 80% JOINT VENTURE INTEREST IN THESE
PROJECT TENEMENTS ("MN TENEMENTS") 40
2.2.GEOLOGY AND MINERALISATION 40
2.2.1Geology 40
2.2.2Mineralisation 40
2.3PREVIOUS EXPLORATION 41
2.4CONCLUSIONS 47
2.5PROPOSED EXPLORATION 47
3.0MT IDA PROJECT 48
3.1INTRODUCTION 48
3.1.1Tenure 48
3.2GEOLOGY AND MINERALISATION 48
3.2.1 Geology 48
3.3PREVIOUS EXPLORATION 51
3.5PROPOSED EXPLORATION 55
4.0HEINES DAM PROJECT 56
4.1INTRODUCTION 56
4.2GEOLOGY AND MINERALISATION 57
4.3PREVIOUS EXPLORATION 58
4.4CONCLUSIONS 60
4.5PROPOSED EXPLORATION 60
5.0 YUNDAMINDERA PROJECT 62
5.1INTRODUCTION 62
5.2GEOLOGY AND MINERALISATION 63
5.3PREVIOUS EXPLORATION 64
5.4CONCLUSIONS 66
5.5PROPOSED EXPLORATION 67
6.0REFERENCES 68
6.1MAJESTIC NORTH PROJECT 68
6.2MT IDA PROJECT 68
6.3 HEINES DAM PROJECT 69
6.4 YUNDAMINDERA PROJECT 69
7.0 GLOSSARY 71

FIGURES

FIGURE 1: PROJECT LOCALITY MAP. 37
FIGURE 2: MAJESTIC NORTH LOCATION TO MAJOR CENTRES AND GOLD MILLS. 39
FIGURE 3: MAJESTIC NORTH REGIONAL GEOLOGY. 41
FIGURE 4: MAJESTIC NORTH EXPLORATION SUMMARY MAP. 44
FIGURE 5: MAJESTIC NORTH AND MAJESTIC COMPARATIVE CROSS SECTIONS. 46
FIGURE 6: MT IDA GEOLOGY. 49
FIGURE 7: MT IDA GEOLOGY AND TARGETS. 50
FIGURE 8: BELL BIRD SUMMARY MAP. 52
FIGURE 9: BLACK KITE SOUTH SUMMARY MAP. 54
FIGURE 10: HEINES DAM PROJECT SUMMARY MAP. 57
FIGURE 11: HEINES DAM SOIL AU GEOCHEMISTRY AND DRILLHOLE LOCATIONS. 59
FIGURE 12: ALLIGATOR PROSPECT SUMMARY MAP. 60
FIGURE 13: YUNDAMINDERA GEOLOGY AND TENEMENTS. 63
FIGURE 14: YUNDAMINDERA GEOLOGY AND TENEMENTS. 64
FIGURE 15: YUNDAMINDERA AEROMAGNETICS AND TARGETS. 66

TABLES

TABLE 1: MAJESTIC NORTH TENEMENT DETAILS 39
TABLE 2: HIGHLIGHTS FROM RECENT INTEGRA MINING LTD'S ASX ANNOUNCEMENT - MAJESTIC
PROSPECT (>1G/T) 22 JUNE 2011 42TABLE 3: DRILL RESULTS FROM IMPERIAL PROSPECT. 43
TABLE 4: MAJESTIC NORTH ANOMALOUS (>0.2G/T AU) AIR-CORE DRILLING INTERSECTIONS (FROM 37
DRILL HOLES TOTAL) 45
TABLE 5: MAJESTIC NORTH PROPOSED EXPLORATION AND BUDGET. 47
TABLE 6: MT IDA TENEMENT DETAILS. 48
TABLE 7: MT IDA (1987-90) RAB DRILLING RESULTS HOSKINS FIND-BELL BIRD AREA (>1G/T). 51
TABLE 8: MT IDA RC DRILLING RESULTS BLUE BIRD AREA. 53
TABLE 9: MT IDA (1996-7) RAB DRILLING RESULTS BLACK KITE SOUTH AREA (>0.G/T). 53
TABLE 10: MT IDA PROPOSED EXPLORATION AND BUDGET. 55
TABLE 11: HEINES DAM TENEMENT DETAILS. 56
TABLE 12: ANOMALOUS (>0.2G/T AU) RAB INTERSECTIONS – ALLIGATOR PROSPECT. 58
TABLE 13: HEINES DAM PROJECT PROPOSED EXPLORATION PROGRAM AND BUDGET. 61
TABLE 14: YUNDAMINDERA TENEMENT DETAILS. 62
TABLE 15: ANOMALOUS (>0.1G/T AU) RAB INTERSECTIONS 1995 PROGRAM. 65
TABLE 16: YUNDAMINDERA PROJECT PROPOSED EXPLORATION PROGRAM AND BUDGET. 67

AL MAYNARD & ASSOCIATES Pty Ltd

Consulting Geologists

	www.geological.com.au	(ABN 75 120 492 435)
9/280 Hay Street,	Tel: (+618) 9388 1000	Mob: 04 0304 9449
SUBIACO, WA, 6008	Fax: (+618) 9388 1768	al@geological.com.au
Australia

Australian & International Exploration & Evaluation of Mineral Properties

Crest Minerals Ltd

The Directors 14th February, 2012

Dear Sirs,

INDEPENDENT REPORT ON MINERAL ASSETS

PREAMBLE

Al Maynard and Associates ("AM&A") has been engaged by Crest Minerals Ltd ("Crest" or the "Company") to prepare an Independent Geological Report of the mineral assets to be acquired by Crest pursuant to the various agreements outlined elsewhere in this prospectus. Opinions are presented in accordance with the JORC Code (2004) and other regulations and guidelines that govern the preparation of such reports.

This report is to be included in a prospectus to be lodged with ASIC on or about 14th of February, 2012 offering for subscription up to 17.5 million shares at an issue price of 20 cents per share ("Prospectus") to raise a total of up to $3.5 million (before costs associated with the issue). The Company will also accept up to $1.5 million in oversubscriptions. These funds will primarily be used for the exploration, evaluation and development of the mineral properties as outlined in this report.

The legal status, including Native Title considerations associated with the tenure of the Crest mineral assets, is subject to a separate solicitor's report on tenements, which appears in Section 11 of this prospectus. These matters have not been independently verified by AM&A. The present status of tenements listed in this report is based on information provided by Crest and the report has been prepared on the assumption that the tenements will prove lawfully accessible for evaluation and development.

The Crest mineral assets comprise 4 project areas that are at various stages of exploration; a suite of projects ranging from advanced exploration to greenfields exploration, with encouraging results from aircore drilling. All the projects have potential to host their target commodities as described hereunder and warrant the exploration and testing programs as set out. The projects are currently at an early to advanced stage of exploration and have

potential to host economic mineral deposits. The locations of the mineral assets are depicted in Figure 1. All projects are close to mining centres and exploration activity would be supported from Kalgoorlie and Leonora.

It is our opinion that the mineral properties described in this report warrant the proposed evaluation exploration and testing programs. It is noted that proposed programs may be subject to change according to results yielded as work is carried out. We are of the opinion that Crest has satisfactorily defined exploration and expenditure programs which are reasonable, having regard to the stated objectives of Crest.

In the course of the preparation of this report, access has been provided to all relevant data held by Crest and various other technical reports and information quoted in the bibliography. We have made all reasonable endeavours to verify the accuracy and relevance of the database**.** Crest has warranted to AM&A that full disclosure has been made of all material in its possession and that information provided, is to the best of its knowledge, accurate and true. None of the information provided by Crest has been specified as being confidential and not to be disclosed in our report. The authors are familiar with the areas covered by the Crest mineral assets. As recommended by the Valmin Code, Crest has indemnified AM&A for any liability that may arise from AM&A's reliance on information provided by Crest or not provided by Crest.

This report was prepared by Allen J. Maynard, member of the Australian Institute of Geoscientists (AIG) and the Australasian Institute of Mining and Metallurgy (AusIMM) who is qualified to provide such reports for the purpose of inclusion in public company prospectuses. This report has been prepared in accordance with the relevant requirements of the Listing Rules of the ASX, Australian Securities and Investment Commission ("ASIC"), Regulatory Guidelines ("RGs") 111 & 112 and the Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert reports (the Valmin Code) which is binding on members of AusIMM.

AM&A is an independent geological consultancy established 25 years ago and has operated continuously since then. Neither AM&A nor any of its directors, employees or associates have any material interest either direct, indirect or contingent in Crest nor in any of the mineral properties included in this report nor in any other asset of Crest nor has such interest existed in the past. This report has been prepared by AM&A strictly in the role of an independent expert. Professional fees payable for the preparation of this report constitutes our only commercial interest in Crest. Payment of fees is in no way contingent upon the conclusions of these documents.

Yours faithfully,

Allen J. Maynard BAppSc(Geol), MAIG, MAusIMM.

1. Introduction

Crest Minerals Ltd has assembled a portfolio of projects prospective for gold mineralisation in regions that have proven resources and mines. The Company is continuing to review projects with a view to adding where possible to the current package. The geological features of the projects are set out below.

1.1 The Projects

The projects are wholly located in Western Australia within areas shown in the map below.

Figure 1: Project locality map.

2.0 Majestic North Project

Highlights:

• Along strike from Integra Mining Ltd's ("Integra") Majestic Inferred Resource 3,882,000t @ 2.05g/t Au for 256,000oz Au, that has formed the Probable Reserve of 1,362,550t @ 2.23g/t Au for 97,690oz ("IGR" ASX Announcement 25/07/11)
• Scant exploration to date
• 500m long anomaly defined by aircore drilling, open to the north and the south
• Over 3km of gold soil anomalies
• Several targets remain to be drill tested
• Close to four operating gold mills within 50km of the mining centre of Kalgoorlie.

2.1 Introduction

The Majestic North Project is located 50km east of Kalgoorlie and 5km north of the Trans Australia Railway Line. Access is via the Kalgoorlie-Bulong-Curtin Road, which links Bulong to the Trans Access Road and thence via stations tracks and exploration gridlines, as depicted in Figure 2.

• Crest's flagship Majestic North Project covers the interpreted northern extension of the Majestic structural corridor, which hosts Integra's recent Majestic Project and adjacent Imperial Project gold discovery. Integra's Majestic discovery is located approximately 3km south of Crest's flagship project. Current JORC compliant Inferred Resource at Integra's Majestic Project is 3,882,000t @ 2.05g/t Au for 256,000oz. Current JORC compliant Probable Reserve 1,362,550t @ 2.23g/t Au for 97,690oz
• ("IGR" ASX Announcement 25/07/11).

Please note that this section 2 contains references to projects and tenements that DO NOT belong to Crest. There is no guarantee that the tenements that Crest may acquire an interest in will have the same results.

Figure 2: Majestic North location to major centres and gold mills.

2.1.1 Tenure

The Majestic North Project area comprises nine prospecting licences covering 1,533 Ha. Details are shown in the table below.

TENEMENT	GRANT DATE	EXPIRY DATE	CURRENT AREA SIZE (Ha)
P25/2161	9-Mar-11	8-Mar-15	190.0
P25/2162	9-Mar-11	8-Mar-15	171.0
P25/2163	9-Mar-11	8-Mar-15	157.0
P25/2164	9-Mar-11	8-Mar-15	183.0
P25/2165	9-Mar-11	8-Mar-15	183.0
P25/2166	9-Mar-11	8-Mar-15	165.0
P25/2167	9-Mar-11	8-Mar-15	171.0
P25/2168	9-Mar-11	8-Mar-15	171.0
P25/2169	9-Mar-11	8-Mar-15	135.0
Total			1,526

				Table 1: Majestic North Tenement Details
--	--	--	--	------------------------------------------	--

Crest has entered into an agreement to earn an 80% joint venture interest in these project tenements ("MN Tenements").

2.2. Geology and Mineralisation

2.2.1 Geology

The MN Tenements cover Achaean rocks of the Gindalbie Terrane within the Eastern Goldfields Province of Western Australia, see Figure 3. Structurally the Majestic North Project lies within the Bulong Anticline, a major upright fold plunging at approximately 40 to 60 degrees towards the south-southeast. The leases cover the northern and north-western margins of a granitoid with surrounding felsic volcanic rock types. The granitoid is part of the Juglah Monzogranite which has intruded the felsic volcanic at the core/axis of the Bulong Anticline.

Outcrop of Achaean bedrock is almost non-existent within the project area due to extensive transported cover. The majority of the project area is covered by alluvium and colluviums associated with an extensive palaeodrainage system, which currently flows north into Lake Yindarlgooda. The northern parts of the Majestic North Project area are covered in part by playa lakes, dunes and aeolian deposits associated with Lake Yindarlgooda. Historical drilling has intersected up to 27m of transported (Quaternary and Tertiary) cover.

2.2.2 Mineralisation

Both the granitoid and the felsics of the Bulong Anticline, which is not held by the Company, host gold mineralisation. Mineralised granitoid occurs at the Trojan Deposit and the Majestic and Jones Find prospects. Mineralised felsics are found at the Mt Monger mining centre comprising the Lorna Doone/Spinifex deposits, Haoma/Maranoa/Daisy-Milano deposits (+400,000oz). Other mineralisation in the near vicinity of the project includes Morelands Find and Transfind prospects deposit within mafic lithologies. The majority of these deposits are dilational style structurally controlled ore bodies on the lithological contacts or adjacent/within shear zones. None of these deposits are owned by the Company.

Recent exploration undertaken by Integra Mining Ltd immediately to the south of the project area has resulted in the discovery of significant gold mineralisation at Integra's Majestic Project and Imperial Project (gold +/- copper) discoveries, hosted within a carbonate and quartz-sericite altered granodiorite.

Figure 3: Majestic North regional geology.

2.3 Previous Exploration

The Majestic North Project lies approximately 3km north of the Majestic mining centre. Previous explorers have carried out soil sampling which has defined a large gold-in soil anomaly, in excess of 3km in strike. Limited follow-up drilling of the southern part of the geochemical anomaly defined an area of supergene mineralisation at approximately 36m - 40m below the surface. This gold mineralisation covers approximately 500m in strike and is open both to the north and south.

To the south, Integra's deeper drilling beneath a similar supergene gold blanket at Integra's Majestic Project and Imperial Project discovery has resulted in the recent discovery of significant gold mineralisation, see Figure 5.

Drill results, as announced by Integra on the ASX on 22 June 2011, from Integra's Majestic Project are shown in the table below.

Table 2: Highlights from Recent Integra Mining Ltd's ASX announcement – Majestic Prospect (>1g/t) 22 June 2011

Hole	N	E	Dip	Azimuth	Depth	From	To	m	g/t Au
IMRC222	6581502	398548	-60	90	157	46	47	1	1.84
					and	51	52	1	1.40
					and	57	58	1	3.23
					and	63	112	49	7.89
					including	81	92	11	23.00
					and	126	127	1	3.04
IMRC271	6581519	398546	-60	90	128	48	49	1	1.29
					and	56	57	1	1.23
					and	68	116	48	2.70

(Refer Appendix 1 for full list of significant results from Integra's Majestic Project Discovery Area)

More recently, significant gold and copper drill results have been released from Integra's Imperial prospect located approximately 500 metres northwest of Integra's Majestic Project gold deposit.

Gold mineralisation at Integra's Imperial Project is hosted within the same granodiorite unit hosting Integra's Majestic Project gold deposit and appears to be associated with a similar series of porphyry dykes.

Mineralisation at Integra's Imperial Project prospect is open along strike to the north where shallow WMC-era RC drilling (200 metres north of IIDD001) intercepted 2 metres at 1.8 g/t gold from 52 metres to bottom of hole, and to the south where there is no RC drilling for some 200 metres.

Refer to Table 3 below of resent drill results from Integra's Imperial Project.

Hole	Easting	Northing	Dip	Azimuth	From	To	m	Gold(g/t)	Copper(%)
IMRC34
7	398488	6581706	-60	90	29	30	1	1.69
IMRC34
8	398409	6581710	-60	90	34	35	1	1.30
				and	36	37	1	1.07
				and	49	53	4	3.13
				and	58	64	6	1.46
				and	72	73	1	1.25
				and	101	120	19	4.39
IMRC34				includin
9	398253	6581859	-60	g	101	103	2	7.37
				includin
				g	105	106	1	40.81
				includin
				g	112	120	8	3.07
IMRC35
0	398333	6581858	-60	90	46	49	3	1.14
IIDD001	398252	6581860	-60	90	99	101	2	31.1	1.3
					109.2	115.4	6.2	13.43	1.5

Table 3: Drill results from Imperial prospect.

Previous exploration over the Majestic North Project area comprises regolith mapping, aeromagnetic interpretation, soil sampling, auger soil sampling and a limited program of shallow RAB-aircore drilling (37 drillholes in total).

No exploration of any note was reported to have been undertaken over the Majestic North Project area since 1998.

Modern exploration commenced in 1995 when broad spaced surface soil sampling (800m x 50m spacing) was completed. This outlined several north northeast trending +10ppb gold geochemical anomalies, see Figure 4. The results were considered significant given the extensive surficial cover over the Majestic North Project area.

Follow-up exploration comprised a 400m x 100m spaced auger soil sampling program to better define the gold in soil anomalies. The program comprised 431 samples, which were assayed for gold, chromium, cobalt, nickel, copper, zinc, arsenic, silver and lead.

Figure 4: Majestic North exploration summary map.

The auger soil program successfully defined a large broadly north trending +10ppb gold anomaly, peaking at 26ppb Au, over in excess of 3km in strike in the southern and central portion of the project.

The gold in auger anomaly trends broadly north-northwest in the southern part of the project and through to a north northeast trend in the central part of the project. The anomaly is open to the north and the south. The defined anomalies were coincident with NNW and NNE trending structures interpreted from the aeromagnetic data. The southern part of the gold anomaly is also coincident with an area of copper anomalism.

Further exploration comprised acquisition and interpretation of multi-client aeromagnetic data, regolith mapping and aircore-RAB drilling.

Interpretation of the aeromagnetic data showed the dominant feature to be the strong north-northwest striking fabric extending from the Jones Find and Majestic area to the south. Weaker northeast trending structures also appeared to be related to geochemical trends.

A reconnaissance drilling program was completed in two phases comprising two inclined RAB holes and 35 vertical aircore holes.

The drilling program was designed to test two target areas. The main target was the north-northwest trending auger gold anomaly in the south-western part of the project area. The second target was at the northern end of the auger gold anomaly coincident with a palaeochannel interpreted from the aeromagnetic data. Drilling of the northern target area intersected transported cover up to 27m thick associated with a Tertiary palaeochannel. The drilling failed to penetrate through the transported cover and hence was ineffective in testing the Achaean basement.

Drilling of the southern target successfully defined a large area of supergene mineralisation consistently at approximately 36m to 40m below surface, ranging from 0.23 to 0.45ppm Au. The drilling has defined an anomalous halo of supergene gold mineralisation. The supergene gold mineralisation measures approximately 500m in strike and is open both to the north and south. Anomalous (>0.2g/t Au) results are shown in the table below.

Hole	N	E	Dip	Azimuth	Depth	From	To	m	g/t Au
YLA001	6585357	397387	-90	0	51	32	36	4	0.45
YLA002	6585357	397337	-90	0	48	36	40	4	0.23
YLA004	6585357	397237	-90	0	49	36	40	4	0.36
YLA020	6585557	397437	-90	0	56	32	36	4	0.41
YLA021	6585557	397387	-90	0	56	48	52	4	0.29
YLA022	6585557	397337	-90	0	53	32	36	4	0.34
YLA023	6585557	397287	-90	0	55	36	40	4	0.27
YLA034	6585157	397287	-90	0	59	40	44	4	0.45

_______________________________________________________________________________

Table 4: Majestic North Anomalous (>0.2g/t Au) air-core drilling intersections (from 37 drill holes total)

Figure 5: Majestic North and Majestic comparative cross sections.

2.4 Conclusions

The Majestic North Project covers the interpreted northern extensions of the structural corridor, which hosts the recent Majestic discovery. The proximity of this new discovery, together with the presence of significant supergene gold mineralisation in shallow aircore drilling, highlights the project's strong gold prospectivity.

These results and others announced by Integra indicate that Majestic is a significant gold mineralised system, with excellent potential to be a source of open pit material, for Integra's new gold processing facility at Randalls, 22km away.

The Majestic North Project has immediate drill targets to follow up previous anomalous intersections.

A program of infill and step out aircore drilling is recommended to help define the extent and distribution of the supergene gold mineralisation. A program of deeper RC/diamond drilling should then be undertaken to test for the primary source of the supergene gold mineralisation.

2.5 Proposed Exploration

The Company has proposed a systematic exploration program to follow up previous results and define targets for detailed exploration. This is summarised in the table below.

Minimum Raising ($3.5m)
Year 1		Year 2
Activity	Cost	Activity	Cost
Geochem	$200,000	Geochem	$65,000
Geophysics	$50,000	Geophysics	$50,000
AC/RAB drilling	$150,000	AC / RAB drilling	$220,000
RC and diamond drilling	$225,000	RC and diamond drilling	$250,000

		Table 5: Majestic North Project Proposed Exploration and Budget.
--	--	------------------------------------------------------------------

Maximum Raising ($5.0m)
Year 1		Year 2
Activity	Cost	Activity	Cost
Geochem	$300,000	Geochem	$200,000
Geophysics	$40,000	Geophysics	$50,000
AC/RAB drilling	$340,000	AC / RAB drilling	$250,000
RC and diamond drilling	$220,000	RC and diamond drilling	$530,000

3.0 Mt Ida Project

Highlights:

• Modest past production
• Old workings remain poorly drill tested
• Many other targets remain to be drill tested
• Brownfield exploration
• Typical of the Copperfield Mt Ida region is narrow. High-grade gold mineralisation within 75km of the mining centre of Leonora.

3.1 Introduction

The Mt Ida Project is located approximately 200km north-northwest of Kalgoorlie-Boulder and approximately 80km northwest of Menzies. The Mt Ida Project comprises the Bell Bird area, covering the Bell Bird and Hoskin's Find workings in the eastern parts of the Copperfield - Mt Ida region.

In the northern parts of the Bell Bird area generally, previous work has identified a gold-in-regolith anomaly and associated auger soil anomaly. This area is known as the Black Kite South prospect. The current drill spacing is too wide to have tested for narrow, high-grade gold mineralisation, which is typical of the Copperfield - Mt Ida region.

Please note that this section 3 contains references to projects and tenements that DO NOT belong to Crest. There is no guarantee that the tenements that Crest may acquire an interest in will have the same results.

3.1.1 Tenure

Crest has entered into an agreement to earn up to 80% interest in two exploration licences and five prospecting licences these are shown in the table below.

TENEMENT	GRANT DATE	EXPIRY DATE	CURRENT AREA SIZE
E29/711	14-Jan-11	13-Jan-2016	3 blocks
P29/2115	12-Feb-10	11-Feb-14	9.70000 HA
P29/2159	21-Jan-11	20-Jan-15	163.19000 HA
P29/2160	21-Jan-11	20-Jan-15	179.29000 HA

Table 6: Mt Ida Tenement Details.

3.2 Geology and Mineralisation

3.2.1 Geology

The Mt Ida Project area is located in the northern parts of the Mt Ida greenstone belt, which forms part of the Coolgardie Domain, itself the western-most domain of the Kalgoorlie Terrane. In the Copperfield - Mt Ida region, the Mt Ida greenstone belt can

be further divided into a western stratigraphic association, which is dominated by BIF and mafic volcanics, with minor interflow sediments, see Figure 6.

3.2.2 Mineralisation

The Mt Ida greenstone belt hosts a number of significant gold deposits, and as indicated above, also hosts a large number of current gold prospects and soil anomalies, see Figure 7. The best known previously mined deposits, occur at the Copperfield mining centre (Timoni lode system), the Bottle Creek deposits and in the northern parts of the Mt Ida mining centre (Boudie Rat and Forrest Belle deposits). These are not held by the Company.

Figure 7: Mt Ida geology and targets.

There are three major structures within the Mt Ida greenstone belt and all three appear to be associated with or at least host significant gold mineralisation in the region.

From west to east, these are:

• the Ida Fault hosts the abandoned Bottle Creek gold deposits and various other smaller historical workings, all generally located to the south of Copperfield. In the late 1980s to early 1990s Bottle Creek produced approximately 200,000oz Au;
• the Timoni Trend is a shear zone made up of a number of sub-parallel shears that, at the Copperfield mining centre, host the various narrow but high-grade lode systems which are typical of this region. The best known of these are the Main, Tim's, David Copperfield, Meteor and Federation lodes, which have collectively produced nearly 250,000 oz Au (Bannister, 1995). Gold mineralisation occurs as narrow (1-2m thick) gold and copper-rich quartz leaders and boudins in sheared mafic rocks and in fresh rock commonly have a sulphide-rich selvedge; and
• the Ballard Fault has a number of historical workings and current prospects along its entire strike length that make it one of the most gold-anomalous structures in the Copperfield - Mt Ida region. It remains highly prospective for small to modest sized, but high-grade gold deposits, none of which are held by the Company.

3.3 Previous Exploration

This area has seen intermittent exploration since the 1930s, with limited recorded mine production from the Bell Bird mine From the mid 1990s several explorers have conducted first pass exploration on this area.

The Bell Bird area was explored from 1987 to 1990 where detailed surface soil sampling on a (100x40m) spaced local grid was completed over the central part of the project area. This area contains a prominent shear zone, which was the host to several historical gold workings, including the Bell Bird and Hoskin's Find workings, which are approximately 1.5km apart. Samples were assayed for gold (1ppb Au detection limit) and arsenic and returned peak values of 160ppb Au and 640ppm respectively. In particular, in the southern parts of the sampled area, overlapping RAB drilling (244 holes for 6,000m) was completed on 19 separate traverses to test the surface soil anomalies and to locate the position of the shear zone interpreted to host the identified gold anomalism. The shear zone was estimated to vary between 40-60m in width and indeed did appear to be the main host to gold mineralisation in the project area.

Table 7: Mt Ida (1987-90) RAB Drilling Results Hoskins Find-Bell Bird Area
(>1g/t).

Hole	N	E	Dip	Azimuth	Depth	From	To	m	g/t Au
103/5	10300	21080	-60	270	20	Surface	4	4	1.10
105/2	10500	21010	-60	270	20	12	16	4	3.70
105/3	10500	21020	-60	270	20	8	24	16	1.36
106/7	10600	21020	-60	2700	24	10	22	12	1.26

Hole	N	E	Dip	Azimuth	Depth	From	To	m	g/t Au
BRC001	10500	21015	-60	270	30	9	11	2	1.28
BRC002	10540	21010	-60	270	30	3	4	1	2.87
					and	11	13	2	1.36

Table 8: Mt Ida RC Drilling Results Blue Bird Area.
-----------------------------------------------------	--

Between 1996 and 1997 another explorer tested the Black Kite South auger soil anomaly with reconnaissance vertical RAB drilling at 50m or 100m centres along 200m-spaced traverses. A total of 62 holes for 2,522m sampling were completed. The drilling was aimed at discovering a major deposit and anomalous intersections (>0.1g/t Au) are listed in the table below.

Hole	N	E	Dip	Azimuth	Depth	From	To	m	g/t Au
SDR73200-4	6773200	260450	-90	0	49	40	45	5	0.10
SDR73400-4	6773400	260400	-90	0	38	34	38 eoh	4	0.10
SDR73600-8	6773600	260450	-90	0	36	35	35 eoh	1	0.38

Note eoh means the hole ended in mineralisation

Figure 9: Black Kite South summary map.

3.4 Conclusions

In the Bell Bird area, a number of prospects have been identified by both surface and auger soil sampling of different vintages. The best of these are the Black Kite South prospect and the various auger and gold-in-regolith anomalies, located to the north and south of the Hoskin's Find workings.

South of the main Bell Bird historical workings there are a number of soil anomalies within the project area that have been defined by surface soil sampling and later auger soil sampling. These anomalies have only been tested, in part, by the angled RAB drilling and very limited and shallow RC drilling completed in the late 1980s and it is likely that many of these holes did not reach fresh bed rock. The previous RAB drilling did not test all of the soil anomalies. A systematic approach to testing all soil anomalies is warranted.

All of these targets require better definition via further auger soil sampling and infill RAB/aircore drilling. The best of these should be tested with deeper RC drilling.

3.5 Proposed Exploration

The Company has proposed a systematic exploration programme to follow up previous results and define targets for detailed exploration. This is summarised in the table below.

Minimum Raising ($3.5m)
Year 1		Year 2
Activity	Cost	Activity	Cost
Geochem	$25,000	Geochem	Nil
Geophysics	Nil	Geophysics	Nil
AC/RAB drilling	$70,000	AC / RAB drilling	$100,000
RC and diamond drilling	$75,000	RC and diamond drilling	Nil

		Table 10: Mt Ida Proposed Exploration and Budget.

Maximum Raising ($5.0m)
Year 1		Year 2
Activity	Cost	Activity	Cost
Geochem	$30,000	Geochem	Nil
Geophysics	Nil	Geophysics	Nil
AC/RAB drilling	$75,000	AC / RAB drilling	Nil
RC and diamond drilling	$100,000	RC and diamond drilling	$150,000

4.0 Heines Dam Project

Highlights:

• Along strike from medium-sized deposits
• Some targets remain to be drill tested
• Brownfield exploration site
• Within 70km of the mining centre of Kalgoorlie.

4.1 Introduction

The Heines Dam Project is located in the western most portion of the Norseman-Wiluna greenstone belt. The Heines Dam Project is located approximately 9km southwest of the Dunnsville mining centre and 45km northwest of Coolgardie. Access is via the Coolgardie North Road and thence via numerous gridlines and station tracks.

Please note that this section 4 contains references to projects and tenements that DO NOT belong to Crest. There is no guarantee that the tenements that Crest may acquire an interest in will have the same results.

4.1.1 Tenure

Crest has entered into an agreement to earn up to 90% interest in exploration license E16/388. The details are shown in the table below, see Figure 10.

Tenement	Granted Date	Expiry Date	Area(blocks)
E16/388	23/11/2009	22/11/14	10 blocks

Table 11: Heines Dam Tenement Details.

Figure 10: Heines Dam Project summary map.

4.2 Geology and Mineralisation

4.2.1 Geology

The Heines Dam Project is located close to the Reptile Shear, which hosts significant gold occurrences near its intersection with the regionally extensive Ida Fault, approximately 17km to the northwest. The Lizard, Blue Tongue and Iguana deposits are the largest of these gold occurrences and collectively have mined out in excess of 400,000oz Au. None of these is held by the Company. Selective mining of these deposits was undertaken by Delta Gold Ltd in 2000 and 2001.

The local geology of the Heines Dam Project area is dominated by mafic volcanics (porphyritic basalt and dolerite) in the central and eastern parts and by felsic schists, commonly andalusite-bearing, in the west. These felsic rocks are interpreted to be after felsic volcanics/volcaniclastics and/or sediments.

Outcrop of the Archaean basement lithologies is generally poor and where present is generally highly weathered. However, the transported and other cover in the tenement area is generally not thick and may only be 1m or less in thickness.

This transported cover is typically aeolian sand, most likely derived from the extensive granitoid terrain to the west. Ferricrete and ferruginous pisolitic gravels are also common transported regolith types in the region and commonly form rises or crests in a generally undulating landscape. Thicker cover is associated with the major drainage systems, which generally drain to the east.

The western margin of the Norseman Wiluna greenstone belt is marked by the Ida Fault, a crustal scale, east dipping fault. This structure separates a large batholithic granitoid terrain (the Southern Cross Domain of the Youanmi Terrane) to the west from the greenstone and granitoid lithologies of the Kalgoorlie Terrane to the east. The Ida Fault occurs to the immediate west of the Heines Dam area and a possible splay off this structure, the Reptile shear, occurs in the western parts of the Heines Dam Project.

4.2.2 Mineralisation

More than 400,000oz of gold has been partially mined at Lady Ida, some 17km to the north-northwest of the Heines Dam Project area. This mineralisation is associated with the Reptile Shear and the Ida Fault. These structures continue along strike to the south-southeast of the Lady Ida resources. Several anomalies occur within the current Heines Dam Project further gold associated with or proximal to the Reptile Shear.

4.3 Previous Exploration

Since the late 1980s various companies have explored this region for gold mineralisation. Initial work consisted of wide spaced (800x400m and 500m by 500m) surface soil sampling, which generated several areas of anomalism (>5ppb Au). Auger soil sampling has also been used to better define the surface soil sampling. Limited reconnaissance RAB drilling has been completed to date.

The main exploration was conducted at the Echidna and Alligator Prospects within the current Heines Dam tenement area. This included a number of >30ppb Au anomalies, several of which had peaks in excess of 100ppb Au. Two programmes of RAB drilling have been completed in the late 1990s at these prospects. The RAB intercepts are included in the table below.

Hole	N	E	Dip	Azimuth	Depth	From	To	m	g/t Au
LAR592						64	68	4	0.68
LAR593						40	43	3	0.48
LAR1733	6603900	284300	-60	90	81	41	42	1	2.08
LAR1771	6604100	284100	-60	90	101	85	90	5	0.21

Table 12: Anomalous (>0.2g/t Au) RAB Intersections – Alligator Prospect.

Between 2004 and 2007 another explorer defined further targets, mainly within the northern part of the current project area. No follow up RAB drilling was undertaken.

Figure 11: Soil gold (Au) geochemistry and drillhole locations, Echidna Prospect, Heines Dam.

Figure 12: Soil Au gold (Au) geochemistry and drillhole locations, Alligator Prospect, Heines Dam.

4.4 Conclusions

Various campaigns of soil sampling program have two targets, one of which has been drilled by RAB drilling. The northern target is northeast - southwest trending, >100ppb Au gold-in-soil anomaly that has 150m of strike and is untested by RAB drilling. The Alligator Prospect remains open in all directions and also requires additional RAB drilling.

This prospect requires immediate testing with appropriately oriented drilling.

Other targets may be defined following a detailed assessment of all available exploration from previous explorers.

Given the location of significant resources elsewhere in the region associated with the same structures and similar geology this project has potential for modest sized, but medium to high grade gold deposits.

4.5 Proposed Exploration

The Company has proposed a systematic exploration program to follow up previous results and define targets for detailed exploration. This is summarised in the table below.

Table 13: Heines Dam Project Proposed Exploration Program and Budget.

Minimum Raising ($3.5m)
Year 1		Year 2
Activity	Cost	Activity	Cost
Geochem	$25,000	Geochem	Nil
Geophysics	Nil	Geophysics	Nil
AC/RAB drilling	$70,000	AC / RAB drilling	Nil
RC and diamond drilling	$ 66,000	RC and diamond drilling	$100,000

Maximum Raising ($5.0m)
Year 1		Year 2
Activity	Cost	Activity	Cost
Geochem	$30,000	Geochem	Nil
Geophysics	Nil	Geophysics	Nil
AC/RAB drilling	$75,000	AC / RAB drilling	Nil
RC and diamond drilling	$100,000	RC and diamond drilling	$150,000

5.0 Yundamindera Project

Highlights:

• Past exploration scant
• several targets remain to be drill tested
• It has potential for scale
• Within 70km of the mining centre of Leonora.

5.1 Introduction

The Yundamindera Project is located north of the Yundamindera mining centre in WA's Eastern Goldfields. The Yundamindera Project tenements cover approximately 100 square km and are located approximately 70km east-southeast of Leonora, 50km southwest of Laverton, 20km north of the Yundamindera Homestead and 30km southeast of the Murrin nickel laterite mining operation.

Past production of gold from the Yundamindera mining centre is in the order of 50,000oz Au. East-west oriented, shear-hosted vein arrays are evident at Pennyweight Point.

Please note that this section 5 contains references to projects and tenements that DO NOT belong to Crest. There is no guarantee that the tenements that Crest may acquire an interest in will have the same results.

5.1.1 Tenure

Crest has entered into an agreement to earn up to 90% joint venture interest in exploration licenses E39/1110, E39/1564 & E39/1414, see Figure 13. The tenements are summarised in the table below.

TENEMENT	GRANT DATE	EXPIRY DATE	CURRENT AREA SIZE
E39/1110	11-Jan-06	10-Jan-13	6BL
E39/1414	11 May 2010	10-May-2015	23BL
E39/1564	17 December 2010	16-Dec-15	5BL

Table 14: Yundamindera Tenement Details.

Figure 13: Yundamindera geology and tenements.

5.2 Geology and Mineralisation

5.2.1 Geology

The Yundamindera Project lies in the central Norseman-Wiluna Greenstone Belt. The geology is very poorly exposed in this area. Interpretation from regional magnetic, gravity and satellite data indicates that the project lies on the northern end of the Danjo Granodiorite, a large Achaean granitoid. Basalts outcrops to the east, especially along the shore of Lake Carey.

Regional geological mapping indicates that the western contact of the Danjo Granodiorite is a thrust. The granodiorite has an unusual magnetic signature, consisting of a series of concave up zones of high and low magnetic intensity. These appear to suggest an imbricate thrust suite. Evidence from the magnetics suggests that these dip northerly.

A prominent shear, the Guyer Shear is interpreted to trend north-north-westerly through the eastern part of the project area. These structures are key targets for gold exploration.

Figure 14: Yundamindera geology and tenements.

5.2.2 Mineralisation

The Yundamindera workings are associated with one of these thrusts near the margin of the Danjo Granodiorite. This is a significant set of historic workings known as Yundamindera. These have seen historic gold production of approximately 50,000oz from shallow (<50) workings.

The mineralisation is typical quartz vein style with sericite selvedges to the veins. Limited sulphide alteration is also present. This is mainly pyrite in fresh bedrock.

5.3 Previous Exploration

The Yundamindera Project has seen intermittent exploration since the early 1990s targeting both gold and laterite nickel mineralisation. Between 1992 and 1997,

surface BLEG soil sampling was completed in two areas, on a 500m x 500m spaced grid defining several low order anomalies.

Another explorer between 1993 and 1995 completed soil sampling and very widespaced RAB drilling over the greenstone sequence west of the Danjo Granodiorite. This work resulted in several subtle anomalies being located. Soil sampling and RAB drilling were also completed over the partly exposed Danjo Granodiorite to the southwest of the project area. The results from this RAB drilling greater than 0.1g/t Au are listed in the table below.

Hole	N	E	Dip	Azimuth	Depth	From	To	m	g/t Au
MOR098	6790000	407600	-90	0	64	20	24	4	0.12
MOR099	6790000	407200	-90	0	60	12	16	4	0.10

		Table 15: Anomalous (>0.1g/t Au) RAB Intersections 1995 Program.
--	--	------------------------------------------------------------------

In 1999, another explorer collected 28 hydro-geochemical (ground water) samples from shallow aircore holes and from a previously drilled water bore. A moderately strong ground water gold anomaly was identified over thrust-faulted granodiorite. Drill cuttings from the water bore were sampled and returned an intersection of 0.52g/t Au over 2m, from 80m depth. This result was from within a zone of minor quartz veining in foliated and altered granodiorite.

From 2001 to 2002, another company explored to the west of the current Yundamindera Project area. Work included data compilation, aeromagnetic interpretation and two phases of reconnaissance RAB/aircore drilling. Targets were identified as north-northeast and north-northwest trending structures, within both the western greenstone sequence, and the granitoid, together with the network of linked thrust faults, within the western portion of the Danjo Granodiorite. Several gold-insaprolite/saprock results, greater than 100ppb Au were generated by this work.

Figure 15: Yundamindera aeromagnetics and targets.

5.4 Conclusions

The previous exploration for gold within the Yundamindera Project area has been reconnaissance in nature. The main outcome has been the recognition of the Guyer Shear and thrusts within the Danjo Granodiorite as a potential targets for gold mineralisation. Work completed on tenements adjacent to the current Yundamindera Project tenements has located subtle anomalies suggesting that additional targets may well exist within the project area.

Of particular interest is that, the northeast - southwest trending structures within the Danjo Granodiorite, are interpreted from available data to continue across the eastern granitoid-greenstone contact and into the project area. This provides for two target types; firstly, where the anomalous trend cuts the granitoid-greenstone contact and secondly where the anomalous trend cuts the Guyer shear, further to the east.

5.5 Proposed Exploration

The Company has proposed a systematic exploration program to follow up previous results and define targets for detailed exploration. This is summarised in the table below.

Maximum Raising ($5.0m)
Year 1		Year 2
Activity	Cost	Activity	Cost
Geochem	$35,000	Geochem	Nil
Geophysics	$20,000	Geophysics	Nil
AC/RAB drilling	$75,000	AC / RAB drilling	Nil
RC and diamond drilling	Nil	RC and diamond drilling	$100,000

Table 16: Yundamindera Project Proposed Exploration Program and Budget.

Maximum Raising ($5.0m)
Year 1		Year 2
Activity	Cost	Activity	Cost
Geochem	$35,000	Geochem	$40,000
Geophysics	$20,000	Geophysics	$20,000
AC/RAB drilling	$80,000	AC / RAB drilling	$80,000
RC and diamond drilling	Nil	RC and diamond drilling	Nil

6.0 References

6.1 Majestic North Project

Dormer M, 1998 Yallurnie Lake Project P25/1342 to 1348, P25/1413 to 1415 & E25/124. Annual Report on Mineral Exploration for the 12 months ending 9 June 1998. Gindalbie Gold NL, June 1988.

Integra Mining Ltd, 2011a Mineral Resources Estimate, ASX Announcement, 25 January 2011.

Integra Mining Ltd, 2011b Best Results yet at Majestic, ASX Announcement, 22 June 2011.

Integra Mining Ltd, 2011c Majestic continues to deliver high-grade drill results, ASX Announcement, 29 November 2011.

Integra Mining Ltd, 2011d Follow-up diamond drilling at Imperial intercepts very high grade gold / copper mineralisation, ASX Announcement, 04 January 2012.

Kimber, PB, 1996 Yallurnie Lake Project P25/1342 to 1348, P25/1413 to 1415 & E25/124. Annual Report for the period ending 9 June 1996. Endeavour Resources NL, June 1988.

Shedden SH, 1995 Yallurnie Lake Project P25/1342 to 1348. Annual Report on Mineral Exploration for the 12 months ending 9 June 1995. Gindalbie Gold NL, June 1995.

6.2 Mt Ida Project

Fogarty M and Van der Borgh P, 2003 Annual Report for the period 1/1/02 to 31/12/02, Mt Ida Project E29/120, 385, 386, 388, 413, 439, 440 & M29/2, 165& P29/1653-1654 & E29/478, 505, 506, Hamill Resources Ltd.

Maher PJ, 2004 Annual Report for the Mt Ida Project for the period 1/1/2003 to 31/12/2003. Tenements E29/120, 385, 386, 388, 413, 439, 440, 478, 505,506 & M29/02, 165, & P29/1653, 1654. Geological Survey Ref C112/2001M3136/1). International Goldfields Ltd.

Marjoribanks R, 2004 Structural Reports on the Mount Ida area:

• i) Observations on the Timoni Gold Camp 5 April 2004; and
• ii) Structural field observations on the Mt Ida area 26 May 2004. Internal unpublished IGL report.

Stawart AJ, 1999 Ballard Sheet (3039), Western Australia, AGSO1:100,000 geological map series.

Van der Borgh P, 2002 The stratigraphy, structure and nature of mineralisation in the Timoni mine area (M29/2) Copperfield, Mt Ida, WA. (Unpublished internal Hamill Resources report).

Van der Borgh P, 2003 Regional mapping and target generation in the Ularring greenstone belt, WA. (Unpublished internal International Goldfields Ltd report).

6.3 Heines Dam Project

Beilby G, 1994 EL16/90 P16/1534-1535 Annual Report Dunnsville Project, period ending 23 July 1994.

Beilby G, 1995 EL16/90 P16/1534-1535 Annual Report Dunnsville Project, period ending 23 July 1995.

O'Hara GP, 1993 June 1993 Progress Report Dunnsville Gold Project Exploration Licence 16/90 Internal Report.

May RT, 1998a Ida Fault Project Partial Surrender Report for E16/90 Dunnsville Joint Venture Report No.WA98.049 Project No.882.

May RT, 1998b Ida Fault Project Annual Report for E16/90,P16/1534-1535 Dunnsville Joint Venture 24/05/1997 to 23/05/1998.

May RT, 1999 Annual Technical Report for Dunnsville Joint Venture 24/05/1998 to 23 May 1999 Tenements E16/90,P16/1534,P16/1535 Report No. WA99.053 Project No.336.

May RT, 2000 Annual technical Report Dunnsville Joint Venture 24/05/1999 to 23/05/2000 Tenements E16/90,P16/1534,P16/1535 Report NO. WA00.028 Project No. 336

Tomich CS, 1996 Dunnsville Project E16/90 P16/1534 & P16/1535 Annual Report for year ending 23 May 1996.

Tomich CS, 1997 Dunnsville Project E16/90, P16/1534 & P16/1535 Annual Report for the year ending 23 May 1997

6.4 Yundamindera Project

Dugdale LJ, 1993 Annual Report on E39/340 – Pyke Hill 1992/3Mt Margaret Mineral Field for the year ending 28 October 1993. MPI Gold Pty Ltd, November 1993.

Fazakerley VW and Monti R, 1998 Murrin Murrin nickel-cobalt deposits, in Geology of Australian and Papua New Guinea Mineral Deposits pp329-334. The Australasian Institute of Mining and Metallurgy.

Golightly JP, 1979 Nickeliferous Laterites: a General Description, in International Laterite Symposium: Society of Mining Engineers, New York, 3–23.

Hallber JA 1985 Geology and Mineral Deposits of the Leonora-Laverton Area, Northeastern Yilgarn Block, Western Australia. Hesperian Press, Perth.

Hill BD, 2006 Pyke Hill Project E39/633 Annual Technical and Progress Report for the year ending 8 March 2006. GME Resources Ltd, September 2006.

Hill BD, 2007 Pyke Hill Project E39/633 Annual Technical and Progress Report for the year ending 8 March 2007. GME Resources Ltd, September 2007.

Taylor GJ, 1995 Relinquishment Report for Monarch E39/382 and PLs 39/2977-84 for the period 12 May 1994 to 31 March 1995. North Limited, May 1995.

Williams IR, Gower CF and Thom R, 1976 Edjudina, Western Australia 1: 250 000 Geological Series – Explanatory Notes, Australian Government Publishing Service, Canberra.

7.0 Glossary

Adamellite	A variety of granite
AeromagneticSurvey	Data collected about the earth's magnetic field from an aircraft
Aircore (AC)	A method of rotary drilling in which rock chips are brought to the surface inside drill rods, thusreducing the potential for contamination of samples: usually restricted to softer rocks.
Alluvium	Transported detrital material which has been deposited by wind, moving water etc.
Alteration	A zone within a rock that has undergone physical or chemical change
Amphibolite	A metamorphic rock consisting mainly of amphibole and feldspar - usually derived from a maficrock
Andesite	Fine grained intermediate extrusive igneous rock
Anomaly	A value that is either higher or lower than the expected average
Anticline	A fold in the form of an arch
Archaean	An era of geologic time - older than 2,500 million years
Arsenopyrite	Iron arsenic sulphide
Au	Chemical symbol for gold
Basalt	A fine grained mafic rock derived from the cooling of lava at the earth's surface
Batholith	A large intrusive igneous body
BIF	Banded Iron Formation
BLEG	Bulk Leach Extractable Gold
Boudins	Structure arising from tensional forces by stretching
Breccia	Poorly sorted coarse grained sedimentary rock in which the clasts are angular rock fragments
Chalcopyrite	Copper iron sulphide - an important ore of copper
Chert	Fine grained sedimentary rock consisting of microcrystalline silica
Colluvium	Weathered material transported by gravity
Conglomerate	Coarse grained sedimentary rocks in which the clasts are well rounded
Contact	The boundary between two rock types
Costean	A shallow trench dug to expose material beneath the surface cover
Decide	Fine grained felsic intrusive
Dip	The angle at which a rock layer or feature is inclined from the horizontal

Diorite	Coarse grained intermediate intrusive igneous rock
Dolerite	A mafic igneous rock that has resulted from the cooling of magma beneath the earth's surface
Dollied	Hand crushed
Dunite	An ultramafic igneous rock consisting almost entirely of olivine
Dyke	A tabular igneous intrusion that cuts across pre-existing rocks
Dwt	Penny-weight - 1 dwt is approximately 1.5 grams
Eluvium	Weathered material that is at, or near its point of formation
Epispastic	A sedimentary rock made of clasts (For example, a sandstone)
Fault	A feature in rocks in which observable displacement has taken place
Felsic	An igneous rock which has a high proportion of light coloured minerals
Fold	A flexure in rocks
Foliation	Parallel orientation of platy minerals
g/t	Grams per tonne (1 g/t = 1 ppm)
Gabbro	Coarse grained mafic igneous intrusive rock
Galena	Lead sulphide - an important ore of lead
Gneiss	Metamorphic rocks which display coarse banding. Arise from high grade regional metamorphism
Graben	Downthrown block between two parallel faults
Granite	A coarse grained felsic rock consisting essentially of quartz, feldspar and some mica
Granitoid	Granite like
Granodiorite	A granite with a lower silica content
Greenschist	A type of alteration (metamorphism) developed at high pressures and low temperatures
Greenstone	A term applied in a regional sense to rocks characterised by greenschist facies metamorphism
Greywacke	A sedimentary rock consisting of poorly sorted fragments and angular clasts
Hardpan	A layer of strongly cemented material occurring in sediments, often at a short distance below thesurface
Igneous	Rocks which have formed from the cooling and consolidation of molten rock material
Intermediate	An igneous rock that contains a mixture of felsic and mafic minerals
Intrusives	A body of igneous rock which invades older rocks
IP	Induced Polarisation-a geophysical technique used to identify sulphide deposits
Isoclinal Fold	A fold in which the limbs are nearly parallel

Lacustrine	Formed in lakes
Laterite	Highly weathered residual material rich in secondary oxides of iron and/or aluminium
Lineament	A large scale lineal feature which expresses itself as a topographical feature
Lithology	Rock type
Jarosite	A secondary mineral rich in iron found as coatings on ferruginous ores
Mafic	An igneous rock type that is dark in colour and consists essentially of minerals rich in iron andmagnesium
Maghemite	A mixture of haematite and magnetite
Metabasalt	Metamorphosed basalt
Metadolerite	Metamorphosed dolerite
Metamorphism	Alteration of rocks and minerals by combinations of heat, pressure and circulating fluids
Metasediment	Metamorphosed sedimentary rock
Mineralisation	The process and concentration of minerals within a rock which may be of economic significance
Monzogranite	A granite with equal amounts of orthoclase and plagioclase feldspars
Mullock	Discarded rock material from mining operations - synonymous with waste
Pelites (Pelitic)	Metamorphosed fine grained sedimentary rocks
Peridotite	An ultramafic igneous rock consisting of olivines and pyroxenes
Ppb	Parts per billion
Porphyry	An intrusive igneous rock containing large crystals in a fine groundmass
Proterozoic	An era of geologic time - between 570 and 2,500 million years ago
Pyrite	Fool's gold - iron sulphide
ReverseCirculation (RC)	A method of rotary drilling in which rock chips are brought to the surface inside drill rods, thusreducing the potential for contamination of samples. RC drilling can penetrate very hard rocks
Rotary Air Blast(RAB)	A method of rotary drilling in which rock chips are brought to the surface outside the drill rods.RAB drilling is designed for shallow, low cost drilling of soft rocks
Schist	A metamorphic rock showing sub-parallel orientation of platy or mica related minerals
Sericite	A fine mica formed by metamorphism
Serpentinite	An altered ultramafic rock
Shear Zone	A generally linear zone of stress along which deformation has occurred
Sill	An igneous intrusion which runs parallel to pre-existing bedding
Sphalerite	Zinc sulphide - an important ore of zinc

Stock	A roughly circular intrusion
Stockwork	A network of (usually) quartz veinlets produced during pervasive brittle fracture
Stope	An underground opening from which ore has been removed
Strafiform	Occurring parallel to rock strata and deposited at the same time
Strike	Horizontal trend or direction of a geological feature
Structure	A feature produced from the deformation or displacement of rocks (such as a fault or fold)
Supergene	Secondary enrichment involving the remobilisation and replacement in near surfaceenvironments
Syenite	A coarse grained intermediate igneous rock
Syncline	A fold in the form of a trough
Syntectonic	A tectonic event occurring at the same time as another geological event
Tectonic	Relating to structures or forces associated with large features within the earth's crust
Tertiary	Younger than 65 million years ago
Tholeiite	A variety of basalt
Thrust	A low angle fault
Tonalite	Similar to Diorite
Tremolite	A variety of amphibole usually found in metamorphic rocks
Tuff	A rock formed from the consolidation of volcanic ash and dust
Ultramafic	Igneous rocks which contain a large proportion of mafic minerals and high in iron andmagnesium
VMS	Massive sulphide deposits of volcanic origin (Volcanogenic Massive Sulphides)
Volcanic	Collective term for extrusive igneous rocks
Volcaniclastic	Sediments consisting of material derived from the eruption (or explosion) from volcanic activity

Appendix 1. >10g*m drill intersections, Majestic Discovery Area

Source (Integra Mining Ltd, 2011c Majestic continues to deliver high-grade drill results, ASX Announcement, 29 November 2011.

Hole_ID	Easting	Northing	Dip	Azimuth		From	To (m)	Int.(m)	g/t Au
IMRC275D	398508	6581280	-60		90	123.78	144.3	20.52	1.62
IMRC277	398544	6581320	-60		90	72	83	11	1.46
						87	106	19	2.08
IMRC295	398531	6581500	-60		90	96	109	13	2.68
						132	146	14	1.34
IMRC296	398547	6581480	-60		90	73	96	23	2.68
				incl.		73	80	7	5.12
IMRC299	398529	6581520	-60		90	87	96	9	2.82
IMRC300	398433	6581360	-60		90	39	45	6	2.13
IMRC305	398323	6581500	-60		90	29	39	10	3.31
IMRC325	398584	6581579	-60		90	26	33	7	1.62
IMRC336	398539	6581241	-60		90	78	92	14	2.01
						98	105	7	1.77
IMRC337	398464	6581322	-60		90	191	194	3	4.55
						202	203	1	11.83
IMRC338	398514	6581360	-60		90	70	73	3	5.39
						122	141	19	2.46
				incl.		131	136	5	4.62
IMRC339	398553	6581360	-60		90	83	92	9	2.27
IMRC340	398528	6581380	-60		90	92	96	4	4.56
				incl.		95	96	1	15.2
						110	117	7	2.74
IMRC341D	398524	6581400	-60		90	122	132	10	3.24
IMRC342D	398508	6581440	-60		90	121	131	10	3.34
						134	137	3	3.46
						138.83	143.17	4.34	2.68
IMRC343	398530	6581460	-60		90	78	80	2	19.06
				incl.		78	79	1	35.67
						84	98	14	6.36
				incl.		88	90	2	23.95
						102	118	16	2.22
				incl.		112	113	1	11.15
IMRC354	398547	6581280	-60		90	40	45	5	2.79
						58	67	9	2.33
						73	87	14	3.85
				incl.		84	85	1	25.5
IMRC355	398587	6581280	-60		90	30	40	10	9.52

				incl.	30	32	2	24.62
IMRC357	398580	6581320	-60	90	39	56	17	1.97
				incl.	49	53	4	4.17
IMD038	398580	6581520	-56	180	25	32	7	1.46
					61	68.1	7.1	3.96
				incl.	62	63	1	20.1
					108	131.3	23.3	8.56
				incl.	127.1	128.9	1.8	49.46
IMD039	398660	6581440	-55	270	70	74	4	4.94
					90	98	8	2.53
					111.83	136.45	24.62	3.94
				incl.	112.9	114.72	1.82	19.74
IMD040	398659	6581380	-55	270	117.24	122.58	5.34	3.66
					126	133	7	2.77
					139.23	146.1	6.87	2.94
				incl.	145	146.1	1.1	13.67
					152.59	156	3.41	6.63
IMD042	398545	6581500	-60	90	65.2	106	40.8	3.46
					114.68	124.8	10.12	9.65
				incl.	122.7	123.3	0.6	143.37
IMD053	398470	6581282	-60	90	147.2	156.2	9	2.86
				incl.	154.37	155.2	0.83	17.5
IMD056	398548	6581439	-60	90	67.6	102.1	34.5	1.3
IMD057	398453	6581241	-60	90	149.84	152.77	2.93	20.4
					160.84	175.48	14.64	6.06
				incl.	162.87	163.7	0.83	27.7
					179.5	184.9	5.4	5.62
				incl.	184.45	184.9	0.45	39.2

9. INVESTIGATING ACCOUNTANT'S REPORT

The Board of Directors Crest Minerals Ltd Level 11, 100 King William Street ADELAIDE SA 5000

14 February 2012

Level 1, 67 Greenhill Rd Wayville SA 5034 GPO Box 1270 Adelaide SA 5001

T 61 8 8372 6666 F 61 8 8372 6677 E info.sa@au.gt.com W www.grantthornton.com.au

Dear Sirs

INVESTIGATING ACCOUNTANT'S REPORT ON REVIEWED HISTORICAL FINANCIAL INFORMATION

Introduction

Grant Thornton Audit Pty Ltd ("Grant Thornton") has been engaged by Crest Minerals Ltd ("Crest" or "the Company") to prepare an Investigating Accountant's Report ("the Report") for inclusion in a Prospectus to be dated on or about 14 February 2012 ("the Prospectus"). The Prospectus relates to the issue 17,500,000 fully paid ordinary shares at $0.20 each amounting to $3,500,000 ("Full Subscription") with the ability to accept a further 7,500,000 fully paid ordinary shares at $0.20 each amounting to $1,500,000 ("Over Subscription), together referred to as the "Offer".

Expressions referred to in the Prospectus have the same meaning in this report.

Financial information

Grant Thornton has been requested to prepare a report covering the historical Statement of Comprehensive Income and Statement of Financial Position (together referred to as "the historical financial information") and the pro forma Statement of Financial Position ("pro forma financial information") as described below and disclosed in the Financial Information Section of this Prospectus ("Section 10").

This report has been prepared for inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the historical and pro forma financial information to which it relates for any purposes other than the purpose for which it was prepared.

Historical financial information

The historical financial information of the Company comprises the Statement of Comprehensive Income, the Statement of Financial Position for the period from incorporation to and as at 30 June 2011, the six months ended 31 December 2011 and the accompanying notes, as set out in Section 10. The historical financial information for the period from incorporation to 30 June 2011 has been extracted from the audited financial statements of the Company as at 30 June 2011, upon which Grant Thornton issued an unqualified audit report. The historical financial information for the six- months ended 31 December 2011 has been extracted from the reviewed financial statements of the Company.

Pro forma financial information

The pro forma historical financial information of the Company comprises the pro forma Statement of Financial Position as at 31 December 2011, which assumes the pro forma transactions as set out in Section 10 – Note 2 had occurred on 31 December 2011.

The Directors of the Company are responsible for the preparation and presentation of the historical and pro forma financial information, including the determination of the pro forma adjustments, which have been prepared in accordance with Australian Accounting Standards and other mandatory professional reporting requirements in Australia ("AGAAP"), which ensure compliance with International Financial Reporting Standards ("IFRS").

The historical and pro forma financial information included in this Prospectus is presented in an abbreviated form in so far as it does not include all the disclosures required under AGAAP applicable to annual financial reports prepared in accordance with the Corporations Act 2001.

Scope

Review of the pro forma financial information

We have reviewed the pro forma financial information in order to report whether anything has come to our attention which causes us to believe that the pro forma financial information of the Company as at 31 December 2011 is not presented fairly, on the basis of the pro forma transactions and adjustments described in Section 10 – Note 2 of the Prospectus, in accordance with the recognition and measurement principles prescribed by AGAAP and in accordance with the accounting policies adopted by the Company and disclosed in Section 10 – Note 1.

We have conducted our review of the historical financial information in accordance with ASRE 2405 "Review of Historical Information Other than a Financial Report". We have made such enquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including:

• a review of work papers, accounting records, other documents and reports;
• a review of the pro forma transactions and adjustments used as the basis for the pro forma financial information;

• a comparison of consistency in application of the recognition and measurement principles of AGAAP, and the accounting policies adopted by the Company; and
• enquiry of Directors, management and others.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Subsequent events

Since the 31 December 2011 and to the date of the Report, the Company has:

• allotted shares to seed capital investors; and
• incurred costs associated with the production of the Prospectus and managing of the Company's assets.

Apart from the matters dealt with in this report and having regard to the scope of our review, to the best of our knowledge and belief, no additional material transactions or events outside the ordinary business of the Company have come to our attention that require comment on or adjustment to the information referred to in our report or that would cause such information to be misleading or deceptive.

Conclusion

Review of the pro forma financial information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the pro forma financial information of the Company as at 31 December 2011 is not presented fairly, on the basis of the pro forma transactions and adjustments described in Section 10 – Note 2 of the Prospectus, in accordance with the recognition and measurement principles prescribed in AGAAP and in accordance with the accounting policies adopted by the Company.

Independence

Grant Thornton does not have any interest in the outcome of the Offer other than in connection with the preparation of this report, participation in limited due diligence procedures and acting as statutory auditor for the Company, for which normal professional fees will be received.

Liability

Grant Thornton has consented to the inclusion of this Report in the Prospectus and to the reference to this Report in the Prospectus, in the form and context in which they are included.

Any liability of Grant Thornton in relation to the likely audience of the Prospectus is limited to the inclusion of this Report in the Prospectus (and any references in the Prospectus to the Report to which Grant Thornton has consented). Grant Thornton makes no representation regarding, and has no liability for, any other statements or other material in, or any omissions from, the Prospectus.

Yours faithfully GRANT THORNTON AUDIT PTY LTD Chartered Accountants

J L Humphrey Partner – Audit & Assurance

10. FINANCIAL INFORMATION

10.1 Historical Statement of Comprehensive Income

Set out below is the historical audited and reviewed Statement of Comprehensive Income of the Company for the period from 23 March 2011 (incorporation) to 30 June 2011 and the 6 months ended 31 December 2011 respectively.

The historical Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

	Audited30 June20111	Reviewed31 December20112
Revenue
Interest	-	7
Total revenue	-	7
Expenses
Administration costs	4,919	26,504
Management and consulting fees	5,000	156,830
Travel expenses	-	12,330
Share based remuneration	-	121,394
Total expenses	9,919	317,058
Profit/(Loss) from ordinary activities before income taxexpense	(9,919)	(317,051)
Income tax expense	-	-
Profit/(Loss) from ordinary activities after income taxexpense	(9,919)	(317,051)
Other comprehensive income	-	-
Total comprehensive income	(9,919)	(317,051)

1 The historical Statement of Comprehensive Income has been extracted from the audited financial statements of Crest Minerals Ltd (formerly Resgen Resources Pty Ltd) as at 30 June 2011.

2 The historical Statement of Comprehensive Income has been extracted from the reviewed financial statements of Crest Minerals Ltd as at 31 December 2011.

10.2 Historical and pro forma Statement of Financial Position

The pro forma Statement of Financial Position set out below, has been prepared to illustrate the effects of the Offer and assumes completion of the pro forma transactions set out in Note 2 as if they had occurred on 31 December 2011.

The historical and pro forma Statement of Financial Position should be read in conjunction with the accompanying notes.

	Note	Audited30June20111	Reviewed31December20112	ReviewedPro FormaFullSubscription	ReviewedPro FormaOversubscription
Current assets
Cashandcashequivalents	3	101,201	94,972	3,262,117	4,667,709
Tradeandotherreceivables		1,025	18,440	18,440	18,440
Other assets	4	-	58,878	-	-
Total current assets		102,226	172,290	3,280,557	4,686,149
Non current assets
Explorationexpenditure	5	10,000	172,556	986,784	986,784
Totalnoncurrentassets		10,000	172,556	986,784	986,784
Total assets		112,226	344,846	4,267,341	5,672,932
Current liabilities
Tradeandotherpayables		9,645	34,744	34,744	34,744
Financial liabilities	6	90,000	50,000	-	-
Totalcurrentliabilities		99,645	84,744	34,744	34,744
NET ASSETS		12,581	260,102	4,232,597	5,638,189
Shareholders equity
Issued capital	7	22,500	472,500	4,362,125	5,804,532
Reserves	8	-	121,394	548,890	548,890
Retained earnings	9	(9,919)	(333,792)	(678,418)	(715,233)
TOTAL EQUITY		12,581	260,102	4,232,597	5,638,189

1 The historical Statement of Financial Position as at 30 June 2011 has been extracted from the audited financial statements of Crest Minerals Ltd.

2 The historical Statement of Financial Position as at 31 December 2011 has been extracted from the reviewed financial statements of Crest Minerals Ltd

10.3 Notes

Note 1 - Statement of Significant Accounting Policies

The financial information presented herein has been prepared in accordance with the measurement and recognition, but not all of the disclosure, requirements of Australian Accounting Standards. The financial information is presented in abbreviated form insofar as it does not comply with all disclosure requirements set out in the Australian Accounting Standards, the Australian Accounting Interpretations and the Corporations Act 2001.

In the view of the Directors of the Company, the omitted disclosures would provide no further relevant information to potential investors.

(a) Basis of Preparation

The Company has prepared financial information in accordance with the Australian Equivalents to International Financial Reporting Standards (AIFRS).

Reporting Basis and Conventions

The financial information has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected noncurrent assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

(b) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(c) Exploration and Evaluation Expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area of interest are written off in full against profit in the year in which the decision to abandon the area of interest is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with clauses of the mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.

Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extend of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site.

(d) Interests in Joint Ventures

The Company's share of the assets, liabilities, revenue and expenses of joint venture operations are included in appropriate items of the financial information. The Company's interests in joint venture entities are brought to account using the cost method of accounting in the financial information.

(e) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of six months, less any bank overdrafts.

(f) Revenue

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

(g) Goods and Services Tax

Revenues, expenses and assets 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 expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST.

(h) Incorporation

The company was incorporated on 23 March 2011.

(i) Equity-settled compensation

The cost of equity-settled transactions is measured by the fair value at the date at which the equity instruments are granted. The fair value is determined using the Black-Scholes pricing model. The cost is recognised as an expense in the Statement of Comprehensive Income with a corresponding increase in the share option reserve or issued capital when the options or shares are issued.

Where the grant date and the vesting date are different, the total expenditure will be allocated between the two dates taking into account the terms and conditions attached to the instruments and the counterparties as well as management's assumptions about probabilities of payments and compliance with and attainment of the terms and conditions.

(j) Impairment of Non-Financial Assets

At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. 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.

Any excess of the asset's carrying value over its recoverable amount is expensed to the statement of comprehensive income. Impairment testing is performed annually for intangible assets with indefinite lives and intangible assets not yet available for use. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(k) Critical accounting estimates and judgments

The Directors evaluate estimates and judgments incorporated into the financial information are based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and from within the Company.

Exploration and Evaluation Expenditure

The Company's policy for exploration and evaluation is discussed in Note 1(c). The application of this policy requires management to make certain assumptions as to future events and circumstances. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised exploration and evaluation expenditure, management concludes that the capitalised expenditure is unlikely to be recovered by future sale or exploration, then the relevant capitalised amount will be written off through the Statement of Comprehensive Income.

(l) New Accounting Standards for Application in Future Periods

There have been new Australian Accounting Standards and Australian Accounting Interpretations issued or amended which are applicable to the Company but are not yet effective. The Company's assessment of the impact of these new standards and interpretations has been completed with no material effect on the Company's historical and pro forma financial information. The new standards and interpretations have not been adopted in the preparation of the historical and pro forma financial information.

Note 2 – Pro forma adjustments

The pro forma financial information has been prepared to illustrate the effects of the Offer and is based on the assumption that the transactions and events contemplated in this Prospectus, summarised below and referred to as the pro forma adjustments, had taken place on 31 December 2011.

(a) Subsequent events

• (i) allotment of the additional shares to seed capital investors. Applications for a total of 500,000 shares at $0.10 per share, totalling $50,000 were received prior to 31 December 2011 but the shares were not been allotted prior to balance date. All shares were subsequently allotted;
• (ii) the issue of 1,500,000 shares at $0.10 per share to raise $150,000 to seed capital investors;
• (iii) on 11 January 2012 the Company issued 250,000 options to the Company Secretary. The options are unlisted, have an exercise price of $0.25 per option and are exercisable any time until 11 January 2016. The total fair value of the options is $15,174;
• (iv) on 19 January 2012 the Company issued 1,500,000 options to the CEO. The options are unlisted, have an exercise price of $0.25 per option and are exercisable any time until 19 January 2016. The total fair value of the options is $91,046; and
• (v) on 19 January 2012 the Company issued 500,000 shares to the CEO for no consideration. The total fair value of the shares is $50,000.

(b) Minimum subscription

• (i) The issue of 17,500,000 fully paid ordinary shares at an issue price of $0.20 per share to raise $3,500,000 ("Full Subscription") pursuant to the Offer;
• (ii) Expenses associated with the Offer (including advisory, legal, accounting, listing and administrative fees as well as printing, travel and other expenses) are estimated to be $401,733. In accordance with Australian Accounting Standards an amount of $213,327 (net of tax) has been directly off set against share capital and $188,406 has been charged against retained earnings;
• (iii) The issue of 1,050,000 options to the Company's Lead Manager. The options will be unlisted, have an exercise price of $0.25, exercisable any time within 4 years from date of issue and have a fair value of $162,048;
• (iv) Pursuant to a farm-in agreement dated 26 May 2011 and a variation agreement dated 1 December 2011, the further cash payment of $65,000 and the issue of 1,750,000 shares at $0.20 per share ($350,000) to Western Resources Pty Ltd and Zetek Resources Pty Ltd (Vendors) as consideration for a 51% interest in the joint venture (Majestic North);
• (v) Pursuant to a farm-in agreement dated 11 August 2011 and a variation agreement dated 29 December 2011, the further cash payment of $15,000 and the issue of 375,000 shares at $0.20 per share ($75,000) to Stuart Hooper (Vendor) as consideration for the right to earn an 80% interest in the joint venture (Mt Ida);
• (vi) Pursuant to a farm-in agreement dated 17 August 2011 and a variation agreement dated 29 December 2011, the further cash payment of $40,000 and the issue of 1,000,000 options to McVerde Minerals Pty Ltd and Mr Gregory Jorgensen (Vendors) as consideration for a 90% interest in the joint venture (Heines Dam). The options will be unlisted, have an exercise price of $0.20, exercisable any time within 5 years from date of issue and have a fair value of $159,228;
• (vii) Pursuant to a farm-in agreement dated 12 August 2011 and a variation agreement dated 29 December 2011, the Company will make a further cash payment of $10,000 and issue of 300,000 shares at $0.20 per share to BrilliantGold Pty Ltd ($60,000) and as consideration for a 51% interest in the joint venture (Yundamindera - BrilliantGold); and
• (viii) Pursuant to a farm-in agreement dated 29 December and a variation agreement dated 11 January 2012, the Company will make a further cash payment of $5,000 to each of BrilliantGold Pty Ltd and Atticus Resources Limited and issue of 50,000 shares to BrilliantGold Pty Ltd and 100,000 shares to Atticus Resources Limited at $0.20 per share (total $30,000) as consideration for the right to earn a 51% interest in the joint venture (Yundamindera – BrilliantGold & Atticus).

Exploration expenditure and contingent liabilities

The above farm-in agreements include minimum exploration expenditure commitments and optional additional earning interest(s) - Refer to the Solicitor's Report contained in Section 11 of this Prospectus for more details. During the preparation of this pro forma financial information we have assumed that only the consideration above will be satisfied.

(c) Over subscription

• (i) The issue of an additional 7,500,000 fully paid ordinary shares at an issue price of $0.20 per share to raise a further $1,500,000 pursuant to the Offer; and
• (ii) Additional expenses associated with the Offer are estimated to be $94,408. In accordance with Australian Accounting Standards an additional amount of $57,593 (net of tax) has been directly off set against share capital and $36,815 has been charged against retained earnings.

A deferred tax asset has not been recognised in relation to the capitalised Offer costs due to the uncertainty surrounding the economic benefits that will flow to the Company in future periods.

Note 3 – Cash and cash equivalents

	Pro FormaFullSubscription	Pro FormaOverSubscription
Reviewed balance at 31 December 2011	94,972	94,972
Subsequent events:
Proceeds from shares issued to seed capital investors	150,000	150,000
Pro forma transactions:
Payments pursuant to farm-in agreements	(140,000)	(140,000)
Proceeds from shares issued pursuant to the Offer	3,500,000	5,000,000
Payment of Offer costs	(342,855)	(437,263)
Total pro forma cash and cash equivalents	3,262,117	4,667,709

The pro forma cash and cash equivalents are set out below:

Note 4 – Other assets

The pro forma other assets are set out below:

	Pro FormaFullSubscription	Pro FormaOverSubscription
Reviewed balance at 31 December 2011	58,878	58,878
Pro forma transactions:
Utilisation of prepaid Offer costs	(58,878)	(58,878)
Total pro forma other assets	-	-

Note 5 – Exploration expenditure

The pro forma exploration expenditure is set out below:

	Pro FormaFullSubscription	Pro FormaOverSubscription
Reviewed balance at 31 December 2011	172,556	172,556
Pro forma transactions:
Consideration pursuant to farm-in agreements1
Cash payments	140,000	140,000
Fair value of shares issued pursuant to the farmin agreements	515,000	515,000
Fair value of options issued pursuant to the farmin agreements	159,228	159,228
Total pro forma exploration expenditure	986,784	986,784

1Refer the Independent Solicitor's Report in Section 11 for further detail on these farm-in agreements.

Note 6 – Financial liabilities

The pro forma financial liabilities are set out below:

	Pro FormaFullSubscription	Pro FormaOverSubscription
Reviewed balance at 31 December 2011	50,000	50,000
Subsequent events:
Allotment of shares to seed capital investors	(50,000)	(50,000)
Total pro forma financial liabilities	-	-

Note 7 – Issued capital

The pro forma issued capital is set out below:

	Pro FormaFullSubscription	Pro FormaOverSubscription
Reviewed balance at 31 December 2011	472,500	472,500
Subsequent events:
Allotment of shares to seed capital investors	50,000	50,000
Fair value of shares issued to CEO	50,000	50,000
Pro forma transactions:
Shares issued to seed capital investors	150,000	150,000
Shares issued as consideration pursuant to farm-inagreements	515,000	515,000
Proceeds from shares issued pursuant to Offer	3,500,000	5,000,000
Capital raising costs pursuant to the Offer (net oftax)	(213,327)	(270,920)
Fair value of options issued to the Lead Manager	(162,048)	(162,048)
Total pro forma issued capital	4,362,125	5,804,532

The pro forma number of shares on issue is set out below:

	Pro FormaFullSubscription# of shares	Pro FormaOverSubscription# of shares
Number of shares on issue at 31 December 2011	12,700,000	12,700,000
Subsequent events:
Allotment of shares to seed capital investors held at31 December 2011	500,000	500,000
Shares issued to CEO	500,000	500,000
Number of share on issue at the date of theprospectus	13,700,000	13,700,000
Pro forma transactions:
Additional shares issued to seed capital investors	1,500,000	1,500,000
Shares issued as consideration pursuant to farm-inagreements	2,575,000	2,575,000
Shares issued pursuant to the Offer	17,500,000	25,000,000
Total pro forma shares on issue	35,275,000	42,775,000

Note 8 – Reserves

The pro forma reserves are set out below:

	Pro FormaFullSubscription	Pro FormaOverSubscription
Reviewed balance at 31 December 2011	121,394	121,394
Subsequent events:
Fair value of options issued to Company Secretary	15,174	15,174
Fair value of options issued to CEO	91,046	91,046
Pro forma transactions:
Fair value of options issued pursuant to farm-in
agreements	159,228	159,228
Fair value of options issued to the Lead Manager	162,048	162,048
Total pro forma reserves	548,890	548,890

Note 9 – Retained earnings

The pro forma retained earnings are set out below:

	Pro FormaFullSubscription	Pro FormaOverSubscription
Reviewed balance at 31 December 2011	(333,792)	(333,792)
Subsequent events:
Fair value of options issued to Company Secretary	(15,174)	(15,174)
Fair value of options issued to CEO	(91,046)	(91,046)
Fair value of shares issued to CEO	(50,000)	(50,000)
Pro forma transactions:
OffercostsrecognisedthroughStatementof
Comprehensive Income (net of tax)	(188,406)	(225,221)
Total pro forma retained earnings	(678,418)	(715,233)

Note 10 – Share Options

The pro forma number of options on issue is set out below:

	Pro FormaFullSubscription# of options	Pro FormaOverSubscription# of options
Number of options on issue at 31 December 2011	4, 500,000	4, 500,000
Subsequent events:
Options issued to company secretary	250,000	250,000
Options issued to CEO	1,500,000	1,500,000
Pro forma transactions:
Options issued as consideration pursuant to farm-inagreements	1,000,000	1,000,000
Options issued to Lead Manager	1,050,000	1,050,000
Total pro forma options on issue	8,300,000	8,300,000

The pro forma number of share options at the date of this Prospectus is set out below:

Unlisted option holder1	Exercise Price	ExpiryDate	Numberheld
Genex Resources Pty Ltd2	$0.25	22 August 2015	1,250,000
Nowak Investments Pty Ltd2	$0.25	22 August 2015	1,250,000
Mr Jonathon Trewartha	$0.25	2 December 2015	1,000,000
Mr Andrew Kuzemko	$0.25	2 December 2015	1,000,000
Mr Jarek Kopias	$0.25	11 January 2016	250,000
Mr Stephen Jones	$0.25	19 January 2016	1,500,000
McVerde Minerals Pty Ltd	$0.20	5 years from issue2	1,000,000
Lead Manager	$0.25	4 years from issue3	1,050,000

8,300,000

• 1Options issued to holder or nominee
• 2Entities associated with Mr Stephen Biggins (former Crest Director). These options were issued for $NIL consideration.
• 3The Options to be issued to McVerde Minerals Pty Ltd pursuant to the Heines Dam farm-in agreement will have an expiry date of 5 years from the date of issue. The Options will be issued at the same time shares are allotted under this Prospectus.
• 4The Options to be issued to Barringtons Corporate as lead manager will have an expiry date of 4 years from the date of issue. The Options will be issued at the same time shares are allotted under this Prospectus.

The inputs used in the Black-Scholes fair value calculation are outlined below:

	Options issued toDirectors, CompanySecretary and CEO	Options issuedto farm-inagreementvendors	Options issuedto LeadManager
Exercise price	$0.25	$0.20	$0.25
Option life (years)	4	5	4
Underlying share price	$0.101	$0.202	$0.203
Expectedsharepricevolatility4	108.5%	108.5%	108.5%
Risk free rate	3.89%	3.89%	3.89%

• 1The lack of trading activity of Crest shares for the period from incorporation to 21 October 2011 makes the determination of the underlying share price problematic. In the absence of other applicable data, we have deemed the most recent share issue price to seed capital investors of $0.10 an appropriate proxy for the underlying share price.
• 2The options issued to the vendors pursuant to the Heines Dam farm-in agreement are contingent upon the successful completion of the Offer. The subscription price of $0.20 per share has been assumed as an appropriate proxy for the underlying share price at option grant date.
• 3The options issued to the Lead Manager are directly associated with the Offer. The subscription price of $0.20 per share has been assumed as an appropriate proxy for the underlying share price at option grant date.
• 4As Crest has no share trading history, the expected share price volatility has been based on the historical volatility of comparable companies listed on the ASX. It has been assumed this historical proxy will be indicative of future trends, however it should be noted that this outcome may not eventuate and the actual volatility may vary significantly.

Note 11 – Expenditure commitments and contingent liabilities

Service agreement with Chief Executive Officer

Mr Stephen Jones, the Company's Chief Executive Officer, has an employment agreement dated 19 January 2012 which outlines an annual remuneration of $275,000 (including superannuation). The agreement will continue until termination, which may be by either party upon the provision of 3 months written notice, or may be terminated by either party if the counter party breaches the express terms of this agreement.

Mandate Agreement with Lead Manager

Pursuant to a mandate agreement dated 16 January 2012, Crest will pay Barringtons, its broker and corporate advisor, a pre-IPO $10,000 monthly retainer (excluding GST) for a minimum period of 4 months and maximum period of 6 months.

Exploration Expenditure

Due to the nature of the Company's operations in exploring and evaluating areas of interest, it is difficult to accurately forecast the nature or amount of future expenditure. The timing and amounts of exploration expenditure commitments of the Company may vary significantly from the forecast based upon the results of work performed by the Company.

1. SOLICITOR'S REPORT ON TENEMENTS

14 February 2012

Crest Minerals Limited Level 11, 100 King William Street Adelaide SA 5000

Dear Sirs,

SOLICITOR'S REPORT ON TENEMENTS

This Report is prepared for inclusion in a prospectus for the issue of 17,500,000 fully paid ordinary shares in the capital of Crest Minerals Limited (Company) (Shares) at an issue price of $0.20 each to raise $3,500,000, with the ability to accept an additional $1,500,000 in oversubscriptions (Prospectus).

1. SCOPE

We have been requested to report on certain mining tenements in which the Company has an interest (the Tenements).

The Tenements are located in Western Australia. Details of the Tenements are set out in Part I of the attached Schedule, which forms part of this Report.

2. SEARCHES

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

• (a) we have obtained searches of the Tenements from the registers maintained by the Western Australian Department of Industry and Resources (DOIR). These searches were conducted on 31 January 2012 (with a final search of E39/1110 completed on 13 February 2012). Key details on the status of the Tenements are set out in Part I of the Schedule;

• (b) we have obtained extracts of registered native title claims and native title determinations that apply to the Tenements, as determined by the National Native Title Tribunal (NNTT). This material was obtained on 1 February 2012. Details of native title claims and determinations are set out in Section 7 of this Report and Parts I and III of the Schedule;

• (c) we have obtained searches from the online Aboriginal Heritage Enquiry System maintained by the Western Australian Department of Indigenous Affairs (DIA) for Aboriginal sites recorded in the Register of Aboriginal sites that overlap the Tenements. This material was obtained on 1 February 2012. Details of the Aboriginal heritage sites found are set out in Parts I and III of the Schedule;

• (d) we have obtained searches from the Tengraph registers maintained by the Western Australian Department of Mines and Petroleum. These searches were conducted on 1 February 2012. Key details on the status of the Tenements are set out in Sections 7 and 8 of this report; and

• (e) we have reviewed all material agreements relating to the Tenements provided to us by the Company or registered as dealings against the Tenements as at the date of the DOIR searches and have summarised the material terms (details of which are set out in Part II of the Schedule).

3. OPINION

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

• (a) (Company's Interest): the Company is not the registered holder of any Tenement. The Company's interests in the Tenements arise through various farm-in and joint venture agreements as summarised in Part II of the Schedule;
• (b) (Good Standing): this Report provides an accurate statement as to the validity and good standing of the Tenements;
• (c) (Third party interests): this Report provides an accurate statement as to third party interests, including encumbrances, in relation to the Tenements;
• (d) (Transfer of interest): a transfer of an interest in the Tenements to the Company will depend on the Company and other parties complying with the applicable terms of the various farm-in and joint venture agreements summarised in Part II of the Schedule. It is noted that the Company's right to acquire an interest in the Tenements is subject to the condition that the Company, by certain dates set out in the various agreements, being admitted to the official list of ASX. We express no opinion on whether the Company will ultimately acquire an interest in the Tenements; and
• (e) (Expenditure): the expenditure requirements have been met on all Tenements other than E39/1110. No expenditure or exemption to expenditure requirements has been lodged in relation to E39/1110. A failure to take required action on or before 10 March 2012, may lead to forfeiture of the exploration licence.

4. DESCRIPTION OF THE TENEMENTS

The Tenements comprise 5 Exploration Licences and 12 Prospecting Licences granted under the Mining Act 1978 (WA) (Mining Act). Part I of the Schedule provides a list of the Tenements. The following provides a description of the nature and key terms of these types of mining tenements as set out in the Mining Act and potential successor tenements.

4.1 Prospecting Licence

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

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

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

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

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

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

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

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

4.2 Exploration Licence

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

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

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

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

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

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

Conditions: Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. A failure to comply with these conditions may lead to forfeiture of the exploration licence.

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

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

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

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

4.3 Mining Lease

Application: Any person may lodge an application for a mining lease, although a holder of a prospecting licence, exploration licence or retention licence over the relevant area has priority. The Minister decides whether to grant an application for a mining lease.

The application, where made after 10 February 2006, must be accompanied by either a mining proposal or a "mineralisation report" indicating there is significant mineralisation in the area over which a mining lease is sought. A mining lease accompanied by a "mineralisation report" will only be approved where the Director, Geological Survey considers that there is a reasonable prospect that the mineralisation identified will result in a mining operation.

Rights: The holder of a mining lease is entitled to enter the land and undertake operations for the purposes of mining and extracting minerals. The holder has exclusive rights to the land for mining purposes.

Term: A mining lease has a term of 21 years and may be renewed for successive periods of 21 years. Where a mining lease is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

Conditions: Mining leases are granted subject to various standard conditions, including conditions relating to expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. Mining leases granted or applied for before 10 February 2006 are subject to a condition that a mining proposal is lodged and approved before mining operations commence. An unconditional performance bond may be required to secure performance of these obligations. A failure to comply with these conditions may lead to forfeiture of the mining lease. These standard conditions are not detailed in the Schedule.

Transfer: The consent of the Minister is required to transfer a mining lease.

5. ABORIGINAL HERITAGE

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

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

5.1 Commonwealth Legislation

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

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

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

5.2 Western Australian Legislation

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

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

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

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

6. NATIVE TITLE

6.1 Introduction

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

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

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

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

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

The Future Act Provisions are summarised in Section 6.2 below, following which the Report identifies:

• (a) native title claims and determinations that are registered against the Tenements (see Section 6.3);
• (b) Tenements which have been retrospectively validated under the NTA as being granted before 23 December 1996 (see Section 6.4);
• (c) Tenements which have been granted after 23 December 1996, and as such, will need to have been granted following compliance with the Future Act Provisions to be valid under the NTA. This Report assumes that the Future Act Provisions have been complied with in relation to these Tenements (see Section 6.4); and
• (d) Tenements which are yet to be granted and which may need to comply with the Future Act Provisions in order to be valid under the NTA (see Section 6.4).

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

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

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

6.2 Future Act Provisions

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

Right to Negotiate

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

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

ILUA

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

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

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

Expedited Procedure

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

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

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

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

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

The State of Western Australia currently follows a policy of granting prospecting and exploration licenses under the Expedited Procedure where the applicant has entered into a standard aboriginal heritage agreement with the relevant registered native title claimants and native title holders. The standard heritage agreement (and ancillary agreements) usually provide for payment of compensation by the applicant for the tenement and conditions that apply to activities carried out within the tenement.

6.3 Registered Native Title Claims and Determinations

Our searches indicate that the Tenements are subject to the following registered native title claims and determinations.

Tenement	Native Title Claim
P25/2161	WC 99/30
P25/2162
P25/2163
P25/2164
P25/2165
P25/2166
P25/2167
P25/2168
P25/2169
P25/2167	WC 10/14
P25/2168
P25/2169
E16/388
E39/1414	WC 10/18
E39/1110
E39/1564

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

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

6.4 Validity of Tenements under the NTA

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

Tenements granted before 23 December 1996

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

Tenements granted after 23 December 1996

Our searches indicate that all of the Tenements were granted after 23 December 1996. Refer to Part I of the Schedule for the Tenements.

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

Tenements renewed after 23 December 1996

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

An exception is where the renewal is the first renewal of a mining tenement that was validly granted before 23 December 1996 and the following criteria are satisfied:

• (a) the area to which the mining tenement applies is not extended;
• (b) the term of the renewed mining tenement is not longer than the term of the old mining tenement; and
• (c) the rights to be created are not greater than the rights conferred by the old mining tenement.

In such cases, the mining tenement can be renewed without complying with the Future Act Provisions. It is currently uncertain whether this exemption applies to a second or subsequent renewal of such a mining tenement.

Our searches indicate that none of the Tenements were renewed after 23 December 1996.

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

Valid grant of Applications for Tenements

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

There are no Tenements in the application stage.

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

7. ACCESS ISSUES

7.1 Pastoral lease

The following pastoral leases overlie the Tenements:

PastoralLease	Tenement	Primary InterestHolder	Lot andDeposited Plan	Certificate ofCrown LandTitle
3114/942	E39/1564E39/1110E39/1414	YundamindraPastoral HoldingsPty Ltd	Lot: 30DepositedPlan: 220714	Volume:LR3067Folio: 361
3114/1214	P25/2161P25/2162	Charles Barton CecilJones, Barton CecilJones, John Load	Lot: 223Deposited	Volume:LR3136

PastoralLease	Tenement	Primary InterestHolder	Lot andDeposited Plan	Certificate ofCrown LandTitle
	P25/2163	Cecil Jones and	Plan: 238210	Folio: 121
	P25/2164	Burchell FrancisCecil Jones
	P25/2165
	P25/2166
	P25/2167
	P25/2168
	P25/2169
I3114/990	E39/1110	City of Nedlands	Lot: 13458	Volume:
(Indigenous	E39/1414		Plan: 23264	LR3114
owned)	E39/1564			Folio: 990
3114/1222	E16/388	GKL Properties Pty	Lot: 63	Volume:
		Ltd	Deposited	LR3067
			Plan: 238015	Folio: 593
			Lot: 62	Volume:
			Deposited	LR3067
			Plan: 238015	Folio: 592
			Lot: 40	Volume:
			Deposited	LR3068
			Plan: 238015	Folio: 799
			Lot: 13	Volume:LR3074
			DepositedPlan: 238015	Folio: 569
H91304	P29/2115	Beatrice GraceRidley and Ian	BulgaLocation 14,	Volume:LR3058
	P29/2160	Joseph Ridley	Malcolm	Folio: 962
	E29/771		Location 60,Marmion
			Location 47
			and UlarringLocation 15
			Pastoral
			Lease Plan:440
H91302	P29/2115	Donald EdwardNorth and Lysiane	UlarringLocation 16	Volume:LR3072
	P29/2159	Marie Monique	and Marmion	Folio: 276
	P29/2160	North	Location 49
			PastoralLease Plan:462

The Mining Act:

• (a) prohibits the carrying out of mining activities on land:
  • (i) for the time being under crop, or which is situated within 100 metres of that land;
  • (ii) used as or situated within 100 metres of a yard, stockyard, garden, cultivated field, orchard, vineyard, plantation, airstrip or airfield;
  • (iii) situated within 100 metres of any land that is in actual occupation and on which a house or other substantial building is erected;
  • (iv) the site of or situated within 100 metres of any cemetery or burial ground; or
  • (v) land the subject of a pastoral lease which is the site of, or is situated within 400 metres of the outer edge of, any water works, race, dam, well or bore, not being used for mining purposes by a person other than a lessee of that pastoral lease,

without the consent of the lessee;

• (b) imposes certain restrictions on a mining tenement holder passing through Crown land, including requiring that all necessary steps are taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock; and
• (c) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land (ie the pastoral lessee) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land.

We have been advised by the Company and the Company has confirmed that, to the best of its knowledge, it is not aware of any improvements and other features on the leased land which overlap the Tenements which would require the Company to obtain the consent of the occupier or lease holder or prevent the Company from undertaking its proposed exploration activities on the Tenements.

The Company should consider entering into a compensation and access agreements with each of the pastoral lessees in relation to the pastoral leases to ensure the requirements of the Mining Act are satisfied and to avoid any disputes arising. In the absence of agreement, the Warden's Court determines compensation payable.

The Department of Mines and Petroleum imposes standard conditions on mining tenements that overlay pastoral leases. It appears that the Tenements incorporate the standard conditions.

7.2 Other interests

Our enquires also indicate that certain interests affecting the Tenements are noted as conditions to the Tenements in the Tenement Schedule in Part I of the Schedule. Further, E39/1564 is overlapped by File Notation Area 7665 (Dedication of a road- miscellaneous licence 39/50). Mining activities on or near that interest may also be subject to the same restrictions summarised above in relation to pastoral leases.

8. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

• (a) this Report is only accurate as at the date(s) the searches in Section 2 of this Report were performed;
• (b) we have assumed the accuracy and completeness of all Tenement searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;
• (c) we assume that the registered holder of a Tenement has valid legal title to the Tenement;
• (d) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our searches and the information provided to us;
• (e) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;
• (f) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements complied with the applicable Future Act Provisions;
• (g) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;
• (h) unless apparent from our searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;
• (i) with respect to the application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;
• (j) references in the Schedule to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey; and
• (k) the information in the Schedule is accurate as at the date the relevant searches were obtained. We cannot comment on whether any

changes have occurred in respect of the Tenements between the date of the searches and the date of the Prospectus.

Yours faithfully

STEINEPREIS PAGANIN

PART I

TENEMENT SCHEDULE

TENEMENT	GSREITEREDHOLDER/APPLICANT	SSHAREHELD	GRANTDATE	EXPIRYDATE	CURRENTAREASIZE	ANNUALRENT	MINIMUMANNUALEXPENDITURE	MATERIALREGISTEREDDEALINGS/BONDS	MATERIALNOTES	NATIVE TITLE/ILUAS/HERITAGEAGREEMENTS	OGABRIINALHERITAGESITES
P25/2161	ZetekResourcesPtyLtdWetersnResourcesPtyLtd	5050	9 Mh2011arc	8Mahrc2015	190.00000HA	Paidinfull forntcurretent yemenear.Nexttentemen$418duear-eybeforonore08/03/2012.	Previoustentemenr- N/A.yeaCuntrretentemenr toyea08/03/2012-$7,600.	Cat383142 –veatotect thproeCo'smpanyintteres	None	WC99/30.AgntforreemeHeritageProtection overExplortioandanProtinspecgTedatednure10/09/2010.	17
25212P/6	ZetekResourcesPtyLtdWetersnResourcesPtyLtd	0550	9 M20h11arc	8Mahrc2015	00000171.HA	Paidinfull forntcurretent yemenear.Nexttentemen$37620year-dur bfore on oee08/03/2012.	PrevioustentemenN/A.year –Cuntrretentemenr toyea08/03/2012-$6,840.	Ca3833 –t14veatotect thproeCo'smpanyintteres	None	C99/30.WAgntforreemeHeritageProtection overExplortioandanProtinspecgTedatednure009/200.1/1	17
P25/2163	ZetekResourcesPtyLtdWetersnResourcesPtyLtd	5005	9 Mh2011arc	8Mahrc2015	157.00000HA	Paidinfull forntcurretent yemenear.Nexttentemen$345.40year-dur bfore on oee08/03/2012.	Previoustentemenr- N/A.eayCuntrretentemenr toyea08/03/2012-$6,280.	Cat383144vea–totect thproeCo'smpanyintteres	1	WC99/30.AgntforreemeHeritageProtection overExplortioandanProtinspecgTedatednure10/09/2010.	17
P25/2164	ZetekResourcesPtyLtdWetersnResourcesPtyLtd	5050	9 Mh2011arc	8Mahrc2015	183.00000HA	Paidinfull forntcurretent yemenear.Nexttentemen$402.60year-dur bfore on oee08/03/2012.	Previoustentemenr- N/A.yeaCuntrretentemenr toyea08/03/2012-$7,320.	Cat383145vea–totect thproeCo'smpanyintteres	1	WC99/30.AgntformereeHeritageProtection overExplortioandanProtinspecgTedatednure	17

TENEMENT	GSREITEREDOHLDER/CAPPLIANT	SSHAREHELD	GRANTDATE	EXPIRYDATE	CURRENTSAREAIZE	ANNUALRENT	MINIMUMANNUALEXPENDITURE	MATERIALGSREITEREDGSOSDEALIN/BND	MATERIALOSNTE	NATIVE TITLE/SILUA/GHERITAEGSAREEMENT	OGABRIINALGHERITAESSITE
										10/09/2010.
2521P/65	ZetekResourcesPtyLtdWetersnResourcesPtyLtd	0550	9 M20h11arc	8Mahrc2015	83.000001HA	Paidinfull forntcurretent yemenear.Nexttentemen$402.60year-dur bfore on oee08/03/2012.	Previoustentemenr- N/A.yeaCuntrretentemenr toyea08/03/2012-$7,320.	Ca383t146vea–totect thproeCo'smpanyintteres	1	C99/30.WAgntforreemeHeritageProtection overExplortioandanProtinspecgTedatednure009/200.1/1	17
P25/2166	ZetekResourcesPtyLtdWetersnResourcesPtyLtd	5050	9 Mh2011arc	8Mahrc2015	165.00000HA	Paidinfull forntcurretent yemenear.Nexttentemen$336duyear-ebeforonore08/03/2012.	Previoustentemenr- N/A.eayCuntrretentemenr toyea08/03/2012-$6,600.	Cat383147vea–totect thproeCo'smpanyintteres	1	WC99/30.AgntforreemeHeritageProtection overExplortioandanProtinspecgTedatednure10/09/2010.	17
P25/2167	ZetekResourcesPtyLtdWetersnResourcesPtyLtd	5050	9 Mh2011arc	8Mahrc2015	171.00000HA	Paidinfull forntcurretent yemenear.Nexttentemen$37620year-dur bfore on oee08/03/2012.	Previoustentemenr- N/A.yeaCuntrretentemenr toyea08/03/2012-$6,840.	Cat383148 –veatotect thproeCo'smpanyintteres	None	WC99/30.WC10/14AgntforreemeHeritageProtection overExplortioandanProtinspecgTedatednure10/09/2010.	17
P25/2168	ZetekResourcesPtyLtdWetersnResourcesPtyLtd	5050	9 Mh2011arc	8Mahrc2015	171.00000HA	Paidinfull forntcurretent yemenear.Nexttentemen$37620ear-ydur bfore on oee08/03/2012.	Previoustentemenr- N/A.yeaCuntrretentemenr toyea08/03/2012-$6,840.	Cat383149 –veatotect thproeCo'smpanyintteres	None	WC99/30.WC10/14AgntforreemeHeritageProtection overExplortioandanProtinspecgTedatednure10/09/2010.	17

TENEMENT	GSREITEREDOHLDER/CAPPLIANT	SSHAREHELD	GRANTDATE	EXPIRYDATE	CURRENTSAREAIZE	ANNUALRENT	MINIMUMANNUALEXPENDITURE	MATERIALGSREITEREDGSOSDEALIN/BND	MATERIALOSNTE	NATIVE TITLE/SILUA/GHERITAEGSAREEMENT	OGABRIINALGHERITAESSITE
P25/2169	ZetekResourcesPtyLtdWetersnResourcesPtyLtd	5050	9 Mh2011arc	8Mahrc2015	135.00000HA	Paidinfull forntcurretent yemenear.Nexttentemen$297duyear-ebeforonore08/03/2012.	Previoustentemenr- N/A.yeaCuntrretentemenr toeay08/03/2012-$5,400.	Cat383150 –veatotect thproeCo'smpanyintteres	None	WC99/30.C0W1/14AgntforreemeHeritageProtection overExplortioandanProtinspecgTedatednure10/09/2010.	17
P29/2115	Stuart LlieesHooper	100	12 Fbrueary2010	11February2014	9.70000HA	Paidinfull forntcurretent yemenear.Nexttentemenidin fll.ear- payu	Previoustentemenearydedinexpenfull.Cuntrretentemenr toyea11/02/2012-dedinexpenfull.	None	None	None	None
29/219P5	Stuart LlieesHooper	001	21January2011	20January2015	3.9000161HA	Paidinfull forntcurretent yemenear.Nexttentemen$360.80year-dur bfore on oee20/01/2013.	Previoustentemenyeardedinexpenfull.Cuntrretentemenr toyea200203-/1/1$0.6,56	None	None	None	None
P29/2160	Stuart LlieesHooper	100	21January2011	20January2015	179.29000HA	Paidinfull forntcurretent yemenear.Nexttentemen$389.40year-dur bfore on oee20/01/2013.	Previoustentemenyeardedinexpenfull.Cuntrretentemenr toeay20/01/2013-$7,080.	None	None	None	None

TENEMENT	REGISTEREDHOLDER/APPLICANT	SHARESHELD	GRANTDATE	EXPIRYDATE	CURRENTAREASIZE	ANNUALRENT	MINIMUMANNUALEXPENDITURE	MATERIALREGISTEREDDEALINGS/BONDS	MATERIALNOTES	NATIVE TITLE/ILUAS/HERITAGEAGREEMENTS	ABORIGINALHERITAGESITES
E29/771	Stuart LlieesHooper	100	14January2011	13January2016	3BL	Paidinfull forntcurretent yemenear.Nexttentemen$340.50ear-ydur bfore on oee13/01/2012.	Previoustentemenr- N/A.yeaCuntrretentemenr toyea13/01/2012-$15,000.	None	6	None	None
E16/388	GregoryColinJorgensen	100	23Nombveer2009	22Nombveer2014	10BL	Paidinfull forntcurretent yemenear.Nexttentemen$1,765duyear-ebeforonore22/202.11/1	Previoustentemenyeardedinexpenfull.Cuntrretentemenr toyea22/202-11/1$20,000.	None	None	WC10/14	None
E39/1414	BrilliantGoldPtyLtd	100	11Ma2010y	10May2015	23BL	Paidinfull forntcurretent yemenear.Nexttentemen$2,610.50ear-ydur bfore on oee10/05/2012.	Previoustentemenearydedinexpenfull.Cuntrretentemenr toyea10/04/2012-$23,000.	None	2	WC10/18.HeritageAgntforreemeProtinspecgd/oanrExplortioanLicencesdated16/01/2009Qutz AarccessAgntreemedated12/10/2009.	1 –16
E39/1110	BrilliantGoldPtyLtd	100	11January2006	10January2013	6BL	Paidinfull forntcurretent yemenear.Nexttentemen$2,721duyear-ebeforonore10/01/2013.	Previoustentemenyear nodituexpenrelodgd.Noetioexempnlodgd.eCuntrretentemenr toyea	None	3,4 and5	WC10/18.AbiginalorHeritageAgntreemeProtectionAgntreemedated07/06/2005DedforGrteanf Mininog	None

TENEMENT	GSREITEREDOHLDER/CAPPLIANT	SSHAREHELD	GRANTDATE	EXPIRYDATE	CURRENTSAREAIZE	ANNUALRENT	MINIMUMANNUALEXPENDITURE	MATERIALGSREITEREDGSOSDEALIN/BND	MATERIALOSNTE	NATIVE TITLE/SILUA/GHERITAEGSAREEMENT	OGABRIINALGHERITAESSITE
							10/01/2013-$50,000.			Tentnemedated22/11/2005
39/E1564	GoBrilliantldPtyLtd	001	17Dembceer2001	16Dembceer2015	5BL	Paidinfull forntcurretent yemenear.Nexttentemen$567.50year-dur bfore on oee16/12/2012.	Previoustentemenearydedinexpenfull.Cuntrretentemenr toyea16/12/2012-$15,000.	None	None	C08.W1/1	None

Key to Tenement Schedule

• P Prospecting Licence
• E Exploration Licence

All of the native title claims listed in the Schedule have been accepted and entered on the Register of Native Title Claims. Please refer to Part III of this Report for the status of the native title claims.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

References to numbers in the "Notes" column refers to the notes following this table.

Notes:

• 1.Consent to prospect on Water Reserve 2972 granted by the Minister responsible for the Mining Act 1978 on 09.03.2011.
• 1. The rights of ingress to and egress from Miscellaneous Licence 39/113, 39/136, 39/168 and 39/192 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
• 1. The rights of ingress to and egress from Miscellaneous Licences 38/48 and 39/50 being at all times preserved to the licensee and no interference with the purpose or installations connected to the licence.
• 1. The grant of this licence does not include the land the subject of prior Exploration Licence 39/895. If the prior licence expires, is surrendered or forfeited that land may be included in this licence, subject to the provisions of the Third Schedule for the Mining Regulations 1981 titled "Transitional provisions relating to Geocentric Datum of Australia".
• 1. Persons claiming native title to the land the subject of this mining tenement entered into a deed under the Native Title Act 1993 with the State of Western Australia, the Minister for State Development and the tenement holder agreeing to the grant of the tenement. Copies of the deed were given to the National Native Title Tribunal pursuant to Section 34 of the Native Title Act and filed at the Department of Industry and Resources.
• 6.The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any exploration activities on Water Reserve 12841.

P ART I I

MATERIAL CONTRACT SUMMARIES

1. MAJESTIC NORTH FARMIN AGREEMENT

On 26 May 2011, the Company and Western Resources Pty Ltd and Zetek Resources Pty Ltd (together the MN Vendors) entered into a farm-in agreement, as varied by deed on 1 December 2011 (MN Variation Deed), whereby the Company agreed to acquire an initial interest (MN Initial Interest) of 51% in Prospecting Licences 25/2161, 25/2162, 25/2163, 25/2164, 25/2165, 25/2166, 25/2167, 25/2168 and 25/2169 (MN Tenements) and thereafter earn the right to acquire an additional interest of 29% in the MN Tenements (MN Additional Interest), bringing the Company's total interest up to 80% (MN Agreement).

The material terms of the agreement are as follows:

• (a) (Conditions Precedent to MN Initial Interest): The following conditions precedent must be satisfied or waived:
  • (i) the Company raising at least $3,500,000 in share capital pursuant to an initial public offering;
  • (ii) the Company receiving a letter from ASX confirming that ASX will admit the Company to the Official List of ASX, subject to the satisfaction of certain conditions set out in the letter, on terms acceptable to the Company,

(together the MN Conditions Precedent).

• (b) (Satisfaction Date of MN Conditions Precedent): The MN Conditions Precedent must be satisfied or waived on or before 26 June 2012. If the MN Conditions Precedent are not satisfied or waived by that date:
  • (i) the Company may terminate the MN Agreement by notice to the MN Vendors; and
  • (ii) the MN Vendors may terminate the MN Agreement by giving joint notice to the Company,

in which case each party is released from all further obligations under the MN Agreement and no party will have any claim against any other party as a consequence of termination. If the MN Vendors have used all reasonable endeavours to satisfy the MN Conditions Precedent and are not in breach of the MN Agreement, the MN Vendors will retain the consideration referred to in (b)(i) and (ii) below.

• (c) (Payment for Extension of Satisfaction Date of MN Conditions Precedent): The date for the satisfaction of the MN Conditions was extended and pursuant to that extension, the Company must pay the following to the MN Vendors in equal parts:

  • (i) $25,000 within 5 business days of the Company being admitted to the official list of the ASX; and

• (ii) $4,700 per month, on and from 1 March 2012 until the earlier of the Company being admitted to the official list of the ASX or 26 June 2012, to be used by the MN Vendors towards the conduct of sufficient exploration on the Tenements to satisfy the minimum expenditure commitments on the MN Tenements so as to keep the MN Tenements in good standing;

• (d) (Consideration for MN Initial Interest): The following consideration will be payable for the Company to earn the MN Initial Interest:

  • (i) a signing fee of $10,000, which was paid on 8 June 2011;
  • (ii) a tenement management fee of $61,040, which was paid on 1 August 2011, to be applied toward the conduct of sufficient exploration on the MN Tenements;
  • (iii) a payment of $25,000 to Western Resources Pty Ltd and Zetek Resources Pty Ltd in accordance with clause 2.3.1.2(a) of the MN Variation Deed, which was paid on 20 December 2011; and
  • (iv) within 10 business days following satisfaction or waiver of the MN Conditions Precedent:
    • (A) a cash payment of $40,000; and
    • (B) the issue of 1,750,000 Shares.

• (e) (Completion of MN Initial Interest): Completion of the transfer of the MN Initial Interest will take place within 10 business days after the date on which the MN Conditions Precedent are satisfied (MN Initial Completion).

• (f) (Formation of Unincorporated Joint Venture): From MN Initial Completion, the MN Vendors and the Company agree to associate themselves in an unincorporated joint venture on usual commercial terms, for the purpose of maintaining the MN Tenements (MN Joint Venture).

• (g) (Manager of Joint Venture): The Company will be appointed as the first manager of the Joint Venture and will continue as manager until the Company resigns or is removed as manager in accordance with the terms of the MN Agreement.

• (h) (Contribution to Costs): During the 2 year period from MN Initial Completion (Earn In Period), the MN Vendors will have no obligation to contribute to the joint venture costs.

• (i) (MN Joint Venture): Until a formal joint venture agreement is drafted, the MN Joint Venture will be governed as follows:

  • (i) (Contribution to Costs): after the Earn In Period, the parties to the MN Joint Venture will contribute to the costs of the MN Joint Venture on a pro rata basis;
  • (ii) (Surrender): no MN Tenement or (or part thereof) may be surrendered (except as required under the Mining Act) unless it is first offered to each of the parties to the MN Farmin Agreement not later than 45 days before each annual anniversary for $1, which offer shall stay upon for a period of 30 days. The relevant MN Tenement (or part

thereof) will then be transferred at the cost of the party accepting the offer;

• (iii) (Dilution): if, after the Earn in Period, the Company fails to contribute to the MN Joint Venture and does not remedy this within 21 days of receiving their second notice of default, the Company's interest in the MN Joint Venture will dilute in accordance with Clause 8 of Schedule 2 of the MN Farmin Agreement;

• (iv) (Royalty): in the event that the Company's interest in the MN Joint Venture dilutes below 5%, the Company must transfer the remainder of its interest to the MN Vendors and will thereafter receive a 1% net smelter return royalty in respect of all Minerals produced from the area of the MN Joint Venture. If the MN Vendors interest in the MN Joint Venture is diluted below 5%, they will be entitled to receive a 2% net smelter return royalty on the same terms as the Company;

• (v) (Withdrawal from MN Joint Venture): the Company may not withdraw from the MN Joint Venture until the expiry of the Earn In Period and unless the minimum expenditure commitments of each MN Tenement has been met up to the date of withdrawal. Each other party may withdraw within 14 days after receiving the notice described in (ii) above. Withdrawal will be effective on the next anniversary date; and

• (vi) (Disposal of MN Joint Venture Interest): the Company may assign, encumber or otherwise dispose of its interest in the MN Joint Venture without the consent of the remaining parties provided that the third party enters into an agreement to comply with the terms of the MN Joint Venture. The MN Vendors must get the Company's consent prior to disposing of their interest in the MN Joint Venture.

• (j) (MN Additional Interest): To earn the MN Additional Interest, the Company must:

  • (i) complete the acquisition of the MN Initial Interest;
  • (ii) ensure that the registration of the transfer of the MN Initial Interest to the Company is completed;
  • (iii) expend $300,000 on exploration on the MN Tenements during the Earn In Period or, if the Company does not expend this amount within the Earn In Period, the Company may elect to pay to the MN Vendors the deficient amount in cash within 30 days after the end of the Earn In Period;
  • (iv) pay to the MN Vendors $50,000 on or before the end of the Earn In Period; and
  • (v) obtain any required regulatory approvals.

• (k) (Right to withdraw from earning the MN Additional Interest): The Company may withdraw from earning the MN Additional Interest at any time before the end of the Earn In Period provided that the Company has spent at least $150,000 on exploration on the MN Tenements.

• (l) (Assignment by the Company): The Company may, upon written notice to the MN Vendors, assign its rights under the MN Agreement, provided that the assignee covenants in favour of the MN Vendors to comply with the MN Agreement.

• (m) (Assignment by MN Vendors): The MN Vendors may not deal with the MN Tenements in a manner inconsistent with the Company's interests. The MN Vendors may not assign their interests under the MN Agreement unless the proposed assignee is a bona fide purchaser for shares or cash and the MN Vendor proposing to sell has given the Company 45 days written notice of a first right of refusal to acquire those rights, benefits, interests and obligations on the same terms and conditions as those offered by the proposed assignee.

• (n) (Duty): The Company is responsible for paying all duty under the MN Agreement.

The MN Agreement contains other terms and conditions typical to an agreement of this nature.

2. AGREEMENT FOR HERITAGE PROTECTION OVER EXPLORATION AND PROSPECTING TENURE

On 10 September 2010, the MN Vendors and the Goldfields Land and Sea Council on behalf of the Central East Native Title Claim Group (WC99/030) (NT Group) entered into an agreement to enable the exploration licence applications for the MN Tenements, as they were at the time of this agreement, to be granted without objection and to ensure that in the exercise of rights under the tenements by or on behalf of the MN Vendors, Aboriginal sites are protected (MN Heritage Agreement).

The MN Vendors and the NT Group must cooperate with each other in order to ensure the proper identification, management and preservation of Aboriginal sites. This may include the completion of a survey, which must be conducted if required after considering previous assessments of the relevant part of the tenements, the extent to which the land has been disturbed by previous activity, the nature of the activities to be conducted on the land, and any other relevant factors raised by the parties.

The MN Vendors agree to give the NT Group at least 60 days written notice prior to making an application under Section 18 of the Aboriginal Heritage Act to conduct activities on an Aboriginal site and consulting with the NT Group to avoid or minimise the impact of the activities on any Aboriginal sites.

It is intended that the MN Heritage Agreement continue until it is terminated by either party giving notice of termination or by entering into a subsequent agreement that replaces the MN Heritage Agreement. All or part of the interest in the MN Heritage Agreement may be assigned provided that the assignee covenants to be bound by the terms of the MN Heritage Agreement.

The MN Heritage Agreement contains other terms and conditions typical to an agreement of this nature.

3. MT IDA AGREEMENT

On or about 11 August 2011, the Company and Stuart Hooper entered into a Heads of Agreement (Mt Ida Agreement), as varied by deed on 29 December 2011, whereby the Company acquired the right to farm-in and earn an 80% (Stage 1 Interest) interest in Prospecting Licences 29/2160, 29/2159, 29/2115 and Exploration Licence 29/771 (Mt Ida Tenements), and agreed to thereafter enter into a joint venture with Mr Hooper in respect of the exploration and development of minerals on the Mt Ida Tenements. The Company may then elect to acquire the final 20% interest.

The material terms of the Mt Ida Agreement are as follows:

• (a) (Conditions Precedent to the Stage 1 Interest): The following conditions precedent must either be waived by the Company or satisfied on or before 11 August 2012, or such other time as agreed by the parties:
  • (i) the Company, or an affiliate, having raised at least $3,500,000 by way of an initial public offer of shares; and
  • (ii) the Company receiving a letter from ASX confirming that ASX will admit the Company to the Official List of ASX, subject to the satisfaction of certain conditions set out in the letter, on terms acceptable to the Company,

(together Mt Ida Conditions Precedent).

• (b) (Consideration for Stage 1 Interest): Subject to the satisfaction or waiver of the Mt Ida Conditions Precedent, to have the right to earn the Stage 1 Interest, the Company must pay to Mr Hooper:

  • (i) a lump sum signing fee of $10,000, which was paid on 14 September 2011; and
  • (ii) within 10 business days following the satisfaction or waiver of the Conditions Precedent (CP Date):
    • (A) $15,000; and
    • (B) the issue of 375,000 Shares.

• (c) (Acquisition of Stage 1 Interest): To earn the Stage 1 Interest, the Company must spend a minimum of $250,000 (Stage 1 Expenditure) during the 2 year period commencing on the CP Date. If the Company does not expend this money in the 2 year period, or such other date agreed by the parties, the Mt Ida Agreement will automatically terminate.

• (d) (Formation of Joint Venture): From the date on which the Company earns the Stage 1 Interest, an unincorporated joint venture (Joint Venture) will be formed between the parties in the following proportions:

  • (i) the Company: 80%; and
  • (ii) Mr Hooper: 20%.

• (e) (Acquisition of the Stage 2 interest): Within 90 days after the acquisition of the Stage 1 Interest (Election Period), the Company may elect by written notice (Election Notice) to Mr Hooper, to acquire the remaining 20% interest (Stage 2 Interest) by issuing Mr Hooper with that number of Shares equalling $250,000, when valued using the 20 day volume weighted share price (as quoted on the ASX).

• (f) (Withdrawal from Joint Venture Mr Hooper): Mr Hooper may withdraw from the joint venture at any time:

• (i) during the Election Period by giving written notice to the Company, if the Company has not given Mr Hooper the Election Notice within the Election Period. If Mr Hooper withdraws, he must transfer his interest in the Joint Venture to the Company and will be entitled to a 2% net smelter return royalty (Hooper Royalty) in respect of all metals derived from the Mt Ida Tenements; or

• (ii) after the Election Period by giving written notice to the Company. In that case Mr Hooper will not be entitled to the Hooper Royalty.

• (g) (Withdrawal from Joint Venture the Company): The Company may withdraw from the Mt Ida Agreement and subsequent Joint Venture at any time after spending the Stage 1 Expenditure.

• (h) (Operation of Joint Venture): The Joint Venture will be formally defined in a Joint Venture Agreement on commercial terms, which will be drawn up as soon as practicable after it is formed. The Company will be responsible for all costs of exploration on the Mt Ida Tenements.

• (i) (Assignment of Mt Ida Agreement): Neither party may assign its rights without permission from the other, except that the Company may assign its rights to a related body corporate without the consent of Mr Hooper.

• (j) (Duty): The Company will pay all duty on the Mt Ida Agreement.

The Mt Ida Agreement contains other terms and conditions typical to an agreement of this nature.

4. HEINES DAM AGREEMENT

On or about 17 August 2011, the Company and McVerde Minerals Pty Ltd (McVerde) and Mr Gregory Jorgensen (Jorgensen) (together Heines Dam Vendors) entered into a Heads of Agreement (Heines Dam Agreement), as varied by deed on 29 December 2011, whereby the Company acquired the right to farm-in and earn a 90% interest (Heines Dam Interest) in the Exploration Licence 16/388 (Heines Dam Tenement), and thereafter enter into a joint venture with the Heines Dam Vendors in respect of the exploration and development of minerals on the Heines Dam Tenements.

The material terms of the Heines Dam Agreement are as follows:

• (a) (Conditions Precedent to Heines Dam Interest): The following conditions precedent must be either be waived by the Company or satisfied on or before 17 August 2012, or such other time as agreed by the parties:
  • (i) the Company, or an affiliate, having raised at least $3,500,000 by way of an initial public offer of shares; and
  • (ii) the Company receiving a letter from ASX confirming that ASX will admit the Company to the Official List of ASX, subject to the satisfaction of certain conditions set out in the letter, on terms acceptable to the Company,

(together Heines Dam Conditions Predecent).

(b) (Consideration for Heines Dam Interest): Subject to the satisfaction or waiver of the Heines Dam Conditions Precedent, the following consideration will be payable for the Company to earn the Heines Dam Interest:

• (i) on or before 24 August 2011 the Company must pay:
  • (A) $5,000 to McVerde. This was paid on 14 September 2011; and
  • (B) $5,000 to Jorgensen. This was paid on 14 September 2011; and
• (ii) if all the Heines Dam Conditions Precedent are satisfied or waived, then within 14 days of the satisfaction or waiver of the last of the Conditions Precedent the Company must:
  • (A) pay $20,000 to McVerde;
  • (B) pay $20,000 to Jorgensen; and
  • (C) issue and allot to McVerde 1,000,000 options exercisable at $0.20 each on or before the date 5 years from the date of issue,

(together the Consideration).

• (c) (Expenditure Commitment): Up to the date on which all the Heines Dam Conditions Precedent are satisfied or waived (CP Date), the Heines Dam Vendors will be responsible for the expenditure on the Heines Dam Temenent. However, the Company will reimburse the Heines Dam Vendors for the amount spent from the date of the Heines Dam Agreement until the CP Date. From the CP Date until mining commences, all exploration costs shall be borne by the Company as the Heines Dam Vendors' interests will be free carried.
• (d) (Joint Venture): From the date on which the Company pays the Consideration, it will have earned a 90% interest in the Heines Dam Tenement. From that date, the parties will form an unincorporated joint venture (Joint Venture) in which the Company will have a 90% interest and each of the Heines Dam Vendors will have a 5% interest.
• (e) (Exploration by Joint Venture): The Joint Venture will be able to explore and mine all minerals other than the low impact mining and metal detecting rights (Heines Dam Rights) to a depth of no more than 2 metres over the Heines Dam Tenement. The Heines Dam Rights will be held by Jorgensen. In the event of any conflict between the activities of the Joint Venture and those under the Heines Dam Rights, the Joint Venture's rights will prevail.
• (f) (Dilution): Once mining operations commence on the Heines Dam Tenement, the Heines Vendors must elect to either:
  • (i) participate in the mining operations in proportion to their respective interest in the Joint Venture at the time; or
  • (ii) transfer their interest in the Joint Venture to the Company, in return for which the relevant Heines Dam Vendor will receive a 1% (that is 1% per party) net smelter return royalty payable on metals produced from the Heines Dam Tenement.
• (g) (Withdrawal from Joint Venture): Any party may withdraw at any time after the Company has earned its 90% interest. If the Company withdraws, it must transfer its interest equally between the Heines Dam Vendors, if a Heines Dam

Vendor withdraws, the Heines Dam Vendor must transfer its interest to the Company.

• (h) (Operation of Joint Venture): The Joint Venture will be formally defined in a Joint Venture Agreement, which will be drawn up as soon as practicable after it is formed and will include the matters referred to in the Heines Dam Agreement.
• (i) (Assignment of Heines Dam Agreement): Neither party may assign its rights without permission from the other, except that the Company may assign its rights to a related body corporate or after the Heines Dam Vendors have elected to transfer their interest under (f)(ii) above, to a third party without the consent of the Heines Dam Vendors.

The Heines Dam Agreement contains other terms and conditions typical to an agreement of this nature.

5. YUNDAMINDERA AGREEMENT WITH BRILLIANT GOLD

On or about 12 August 2011, the Company and BrilliantGold Pty Ltd (BrilliantGold) entered into a Heads of Agreement (BrilliantGold Agreement), as varied by deed on 29 December 2011, whereby the Company acquired the right to farm-in and earn a 51% interest (BG Stage 1 Interest) in Exploration Licences 39/1414 and 39/1564 (BG Tenements), and thereafter enter into a joint venture with BrilliantGold in respect of the exploration and development of minerals on the BG Tenements. The Company may then elect to earn a further 39% interest (BG Stage 2 Interest).

The material terms of the BrilliantGold Agreement are as follows:

• (a) (Conditions Precedent to BG Stage 1 Interest): The following conditions precedent must be either be waived by the Company or satisfied on or before 12 August 2012, or such other time as agreed by the parties:
  • (i) the Company, or an affiliate, having raised at least $3,500,000 by way of an initial public offer of shares; and
  • (ii) the Company receiving a letter from ASX confirming that ASX will admit the Company to the Official List of ASX, subject to the satisfaction of certain conditions set out in the letter, on terms acceptable to the Company,

(together BG Conditions Precedent).

• (b) (Consideration for BG Stage 1 Interest): Subject to the satisfaction or waiver of the BG Conditions Precedent, the Company must provide the following consideration to earn the BG Stage 1 Interest:

  • (i) a lump sum signing fee of $5,000 payable to BrilliantGold, which was paid on 14 September 2011; and
  • (ii) within 14 days following the satisfaction or waiver of the Conditions Precedent (CP Date):
    • (A) $10,000 payable to BrilliantGold; and
    • (B) 300,000 Shares at a deemed issue price of $0.20 each to be allotted and issued to BrilliantGold.

• (c) (Expenditure Commitment): Up to the date on which all the BG Conditions Precedent are satisfied or waived (CP Date), BrilliantGold will be responsible for the expenditure on the BG Temenents. However, the Company will reimburse BrilliantGold for the amount spent from the date of the BrililantGold Agreement until the CP Date. From the CP Date until mining commences, all exploration costs shall be borne by the Company as BrilliantGold's interest will be free carried.

• (d) (Acquisition of BG Stage 1 Interest): The Company must spend a minimum of $150,000 (Stage 1 Expenditure) during the 3 year period commencing on the CP Date. All expenditure amounts reimbursed to BrilliantGold under (c) will be counted as part of the Stage 1 Expenditure.

• (e) (Joint Venture): From the date on which the Company earns the Stage 1 Interest, an unincorporated joint venture (Joint Venture) will be formed between the parties.

• (f) (Acquisition of BG Stage 2 Interest): Within 90 days after the Stage 1 Interest is earned (Election Period), the Company must elect, by written notice to BrilliantGold, to either withdraw from the Joint Venture or to proceed to earn the BG Stage 2 Interest from BrilliantGold by spending an additional $130,000 on exploring the BG Tenements over a 2 year period commencing on the date of the notice to elect.

• (g) (Dilution): Once mining operations commence on the BG Tenements, BrilliantGold must elect to either:

  • (i) participate in the mining operations in proportion to its interest in the Joint Venture at the time; or
  • (ii) transfer its interest in the Joint Venture to the Company, in return for which BrilliantGold will receive a 2% net smelter return royalty payable on metals produced from the BG Tenements.

• (h) (Withdrawal from Joint Venture BrilliantGold): BrilliantGold may withdraw from the Joint Venture at any time by giving written notice to the Company.

• (i) (Withdrawal from Joint Venture the Company): The Company may withdraw from the BrilliantGold Agreement and subsequent Joint Venture at any time after spending the Stage 1 Expenditure.

• (j) (Termination of the BrilliantGold Agreement): If the Company:

  • (i) does not expend the Stage 1 Expenditure in the 3 year period, or such other date agreed by the parties;
  • (ii) spends the Stage 1 Expenditure and gives an election notice notifying BrilliantGold that it does not want to proceed to earn the final 39% interest; or
  • (iii) spends the Stage 1 Expenditure and, after electing to proceed to earn the final 39% interest, does not spend the required amount of money in the 2 year period, or such other dated as agreed by the parties,

the BrilliantGold Agreement will automatically terminate.

• (k) (Operation of Joint Venture): The Joint Venture will be formally defined in a Joint Venture Agreement, which will be drawn up as soon as practicable after it is formed.
• (l) (Assignment of the BrilliantGold Agreement): Neither party may assign its rights without permission from the other, except that the Company may assign its rights to a related body corporate or after BrililantGold has elected to transfer its interest under (g)(ii) above, to a third party without the consent of the Heines Vendors.

The BrilliantGold Agreement contains other terms and conditions typical to an agreement of this nature.

6. AGREEMENT FOR HERITAGE PROTECTION OVER EXPLORATION AND PROSPECTING TENURE

On 16 January 2009, BrilliantGold and the Goldfields Land and Sea Council (GLSC) entered into an agreement to enable the exploration licence application E39/1414 (Application), as it was at the time of this agreement, to be granted without objection and to ensure that in the exercise of rights under E39/1414 by or on behalf of BrilliantGold, Aboriginal sites are protected (BG Heritage Agreement).

BrilliantGold and GLSC must cooperate with each other in order to ensure the proper identification, management and preservation of Aboriginal Sites. Brilliantgold must conduct a heritage survey (the form of which depends on the level intrusiveness of the proposed operations) where it intends to conduct operations that involve more than minor ground disturbance and after considering previous assessments of the relevant part of the tenements, the extent to which the land has been disturbed by previous activity, the nature of the activities to be conducted on the land, and any other relevant factors raised by the parties.

BrilliantGold agrees to give GLSC at least 60 days written notice prior to making an application under Section 18 of the Aboriginal Heritage Act to conduct activities on an Aboriginal site and consulting with GLSC to avoid or minimise the impact of the activities on any Aboriginal sites.

It is intended that the BG Heritage Agreement continue until it is terminated by either party giving notice of termination or by entering into a subsequent agreement that replaces the BG Heritage Agreement. The provisions of the BG Heritage Agreement will continue to apply, beyond termination to any tenements granted to the miner during the term of the BG Heritage Agreement, including in regards to their subsequent holder(s). All or part of the interest in the BG Heritage Agreement may be assigned provided that the assignee covenants to be bound by the terms of the BG Heritage Agreement.

The BG Heritage Agreement contains other terms and conditions typical to an agreement of this nature.

7. QUARTZ ACCESS AGREEMENT RELATING TO E39/1414

On 12 October 2009, Quartz Water Leonora Pty Limited (Quartz) and BrilliantGold Pty Ltd (BrilliantGold) entered into an agreement in relation to access to L39/136 (Access Agreement), allowing BrilliantGold's exploration of E39/1414 and Quartz's water operations to coexist.

The material terms of the Access Agreement are as follows:

• (a) (Information): BrilliantGold must make available to Quartz any information relating to groundwater which it acquires during exploration;
• (b) (Facilities Available): BrilliantGold may use the facilities installed by Quartz, however may not conduct any exploration within the area of L39/192 without prior written permission on certain conditions, provided that BrilliantGold will ensure that a crossing over a pipeline is only done at a designated crossing point;
• (c) (Groundwater): BrilliantGold will not apply for any rights in respect of groundwater within the area of L39/192;
• (d) (Access): Quartz may enter and pass through E39/1414 to access L39/192;
• (e) (Adverse Use): if Quartz considers that BrillianGold's proposed exploration may adversely affect Quartz's facilities, Quartz and BrilliantGold will use their best endeavours to formulate a basis on which BrilliantGold can undertake its exploration. If they can not agree, the exploration will not be undertaken;
• (f) (Feasibility Study and Decision to Mine): BrilliantGold must provide Quartz with written notice prior to commencing a feasibility study in respect of a mine on E39/1414 and when a decision to mine has been made;
• (g) (Mine Construction): if BrilliantGold decide to construct a mine they must give Quartz a notice stating that decision, the anticipated date of construction, the area of the mine, which of Quartz's facilities will need to be moved (at the cost of Brilliant gold and to an area to be agreed between the parties) and when the facilities must be moved by. Quartz will surrender that part of the area of of its licence as is necessary, provided that the new area for the facilities will be deemed to be included in the area of the licence;
• (h) (Termination): the Quartz Access Agreement may be terminated by mutual agreement of the parties in writing and will in any event terminate on expiry, surrender or other termination of Quartz's licence or the tenement; and
• (i) (Assignment): for either party to assign their rights under the Access Agreement or for BrilliantGold to assign any shares or interest in E39/1414, the assignee must enter into a deed with the other party to observe and perform the terms of the Quartz Access Agreement.

The Access Agreement contains other warranties, terms and conditions typical to an agreement of this nature.

8. YUNDAMINDERA AGREEMENT WITH BRILLIANT GOLD AND ATTICUS

On 29 December 2011, the Company entered into a Heads of Agreement with BrilliantGold Pty Ltd (BrilliantGold) and Atticus Resources Limited (Atticus) (together Yundamindera Vendors) (Yundamindera Agreement), as varied by deed on 27 January 2012, whereby the Company acquired the right to farm-in and earn a 51% interest (Yundamindera Stage 1 Interest) in Exploration Licence 39/1110 (Yundamindera Tenement), and thereafter enter into a joint venture with Yundamindera Vendors in respect of the exploration and development of minerals on the Yundamindera Tenements. The Company will then have an opportunity to earn an additional 39% interest in the Yundamindera Tenement (Yundamindera Stage 2 Interest).

The material terms of the Yundamindera Agreement are as follows:

• (a) (Conditions Precedent to the Yundamindera Stage 1 Interest): The following conditions precedent must be either be waived by the Company or satisfied on or before 29 December 2012, or such other time as agreed by the parties:
  • (i) the Company, or an affiliate, having raised at least $3,500,000 by way of an initial public offer of shares; and
  • (ii) the Company receiving a letter from ASX confirming that ASX will admit the Company to the Official List of ASX, subject to the satisfaction of certain conditions set out in the letter, on terms acceptable to the Company,

(together Yundamindera Conditions Precedent).

• (b) (Consideration for the Yundamindera Agreement): In order to earn the Yundamindera Stage 1 Interest following the satisfaction or waiver of the Yundamindera Conditions Precedent (CP Date), within 14 days, the Company must:

  • (i) pay to BrilliantGold $5,000;
  • (ii) pay to Atticus $5,000;
  • (iii) allot and issue to BrilliantGold 50,000 Shares at a deemed issue price of $0.20 each; and
  • (iv) allot and issue to Atticus 100,000 Shares at a deemed issue price of $0.20 each.

• (c) (Expenditure Commitment): Up to the CP Date, BrilliantGold and Atticus will be responsible for the expenditure on the Yundamindera Temenent. However, the Company will reimburse BrilliantGold and Atticus for the amount spent from the date of the Yundamindera Agreement until the CP Date. From the CP Date until the Company completes a bank feasibility study, all exploration costs shall be borne by the Company as BrilliantGold's and Atticus' interests will be free carried.

• (d) (Acquisition of Yundamindera Stage 1 Interest): The Company must spend a minimum of $200,000 (Stage 1 Expenditure) during the 3 year period commencing on the CP Date. All amounts reimbursed to BrilliantGold and Atticus under (c) will be counted as part of the Stage 1 Expenditure.

• (e) (Joint Venture Formation): From the date on which the Company earned the Yundamindera Stage 1 Interest, an unincorporated joint venture (Joint Venture) will be formed between the parties with BrilliantGold holding a 34.3% interest and Atticus holding a 14.7% interest.

• (f) (To acquire the Yundamindera Stage 2 Interest): Within the period of 90 days after the Yundamindera Stage 1 Interest is earned (Election Period), the Company may elect by written notice to BrilliantGold and Atticus to proceed to earn an additional 39% interest in the Yundamindera Tenement (Yundamindera Stage 2 Interest) from BrilliantGold and Atticus by spending an additional $100,000 on exploring the Yundamindera Tenement over a 2 year period commencing on the date of the notice to elect. Following the earning of the Yundamindera Stage 2 Interest, BrilliantGold will hold a 7% interest and Atticus will hold a 3% interest in the Yundamindera Tenement.

• (g) (Bank Feasibility Study): Once the Company has completed a bank feasibility study on the Yundamindera Tenement, BrilliantGold and Atticus must elect to either:

  • (i) participate in the mining operations in proportion to its interest in the Joint Venture at the time; or
  • (ii) transfer its interest in the Joint Venture to the Company, in return for which BrilliantGold and Atticus will receive an aggregate 2% net smelter return royalty payable on metals produced from the Yundamindera Tenement, such that BrilliantGold will have a 1.4% royalty and Atticus will have a 0.6% royalty.

• (h) (Withdrawal from Joint Venture BrilliantGold and Atticus): BrilliantGold and Atticus may withdraw from the Joint Venture at any time by giving written notice to the Company.

• (i) (Withdrawal from Joint Venture the Company): The Company may withdraw from the Yundamindera Agreement and subsequent Joint Venture at any time after spending the Stage 1 Expenditure.

• (j) (Termination of Yundamindera Agreement): If the Company:

  • (i) does not expend the Stage 1 Expenditure in the 3 year period, or such other date agreed by the parties;
  • (ii) spends the Stage 1 Expenditure and gives an election notice notifying BrilliantGold that it does not want to proceed to earn the Yundamindera Stage 2 Interest; or
  • (iii) spends the Stage 1 Expenditure and, after electing to proceed to earn the Yundamindera Stage 2 Interest, does not spend the required amount of money in the 2 year period, or such other dated as agreed by the parties,

the Yundamindera Agreement will automatically terminate.

• (k) (Operation of Joint Venture): The Joint Venture will be formally defined in a Joint Venture Agreement, which will be drawn up as soon as practicable after it is formed.
• (l) (Assignment): Neither party may assign its rights without permission from the other, except that the Company may assign its rights to a related body corporate or after BrililantGold has elected to transfer its interest under (g)(ii) above, to a third party without the consent of BrilliantGold or Atticus.

The Yundamindera Agreement contains other terms and conditions typical to an agreement of this nature.

9. ABORIGINAL HERITAGE PROTECTION AGREEMENT IN RELATION TO E39/1110

On 7 July 2005, BrilliantGold Pty Ltd (BrilliantGold) and the Wongatha Claim Group (Wongatha Group) entered into an agreement to enable the exploration licence application E39/1110, as it was at the time of this agreement, to be granted without objection and to ensure that in the exercise of rights under E39/1110 by or on behalf of BrilliantGold, Aboriginal sites are protected (Wongatha Agreement).

BrilliantGold must not make an application to undertake mining activities in the area of an Aboriginal site under section 18 of the Aboriginal Heritage Act 1972 (WA) without giving the Wongatha Group 30 days written notice of its intention to do so and consulting with the Wongatha Group to avoid or minimise the impact on the Aboriginal site. A low impact heritage survey or detailed heritage protection survey may be completed over any area on E39/1110 if the Wongatha Group has considered the Application and deems a survey necessary.

To terminate this Wongatha Agreement, the terminating party must give notice to that effect. BrilliantGold may assign all or part of its interest in E39/1110 provided that the assignee notifies the Wongatha Group's representative in writing 28 days prior. Further, the assignee must covenant to comply with BrilliantGold's obligations under the Wongatha Agreement; and

If BrilliantGold decides to convert the exploration licence to a mining lease, a further agreement must be negotiated with the Wongatha Group.

The Wongatha Agreement contains other terms and conditions typical to an agreement of this nature.

OTHER IMPORTANT DOCUMENTS

1. LETTER FROM THE GEOLOGICAL SURVEY OF WESTERN AUSTRALIA

On or about 24 November 2010, the Geological Survey of Western Australia sent the MN Vendors a letter regarding a proposal to change the purpose of Reserve 2972 from "Water" to "Use and benefit of Aboriginal people". The Reserve 2972 (Reserve) affects P25/2163, 25/2164 and 25/2165.

The MN Vendors replied in writing on 7 December 2010 noting that this would be the change to the use of the Reserve would be of concern to the MN Vendors because the change could potentially:

• (a) limit or exclude future exploration and mining activities in an area which had excellent gold potential and was, at the time of the letter, one of Western Australia's gold exploration "hot spots". The change in nature of the reserve would create a requirement for access agreements to be completed prior to exploration activities and thereby extend the time before the MN Vendors could explore on the related tenements within the Reserve; and
• (b) the MN Vendors were concerned about the impact, real and perceived, that the change in nature of the Reserve would have on their ability to attract additional funding to advance an active exploration program through a joint venture between the MN Vendors, which the MN Vendors were in the process of finalising.

As at 14 February 2012, there had been no conversion of this Reserve.

P ART I I I

STATUS OF NATIVE TITLE CLAIMS

TRIBUNALNUMBER	FEDERAL COURTNUMBER	APPLICATION NAME	REGISTERED	IN MEDIATION	STATUS
WC 99/30	WAD 70/98	Central EastGoldfields People	Yes	Yes	Active
WC10/14	WAD 301/10	Strickland/ Nudding	No	No	Active
WC 10/18	WAD 385/10	Kurrku	Yes	Yes	Active

ILUAs

None

ABORIGINAL HISTORICAL SITES

NOTENUMBER	SITE ID	SITE NUMBER	SITE NAME	SITE TYPE	STATUS	ACCESS	RESTRICTION(Male orFemale onlyaccess)
1	215	W02434	Dewtop Hill 01	Artefacts/Scatter	Restricted	Open	No
2	15674	W02854	Dewtop Hill 2	Artefacts/Scatter	Restricted	Open	No
3	15675	W02855	DewtopQuarry	Quarry	Restricted	Open	No
4	15864	-	Guyer Well		Lodged	Open	No
5	18200	-	Gw08 MarkedTree	ModifiedTree	Lodged	Open	No
6	18202	-	Gw03 ArtefactScatter	Artefacts/Scatter	Lodged	Open	No
7	22822	-	Guyer WellWongaiHunting Camp		Lodged	Open	No
8	24023	-	Guyer WellScatter 1	Artefacts/Scatter	Lodged	Open	No
9	24024	-	Guyer WellScatter 2	Artefacts/Scatter	Lodged	Open	No
10	24025	-	Guyer WellScatter 3	Artefacts/Scatter	Lodged	Open	No
11	24026	-	Guyer WellScatter 4	Artefacts/Scatter	Lodged	Open	No

12	24027	-	Dewtop Hill 3	Artefacts/Scatter	Lodged	Open	No
13	24028	-	Dewtop Hill 4	Artefacts/Scatter	Lodged	Open	No
14	24029	-	Dewtop Hill 5	Artefacts/Scatter	Lodged	Open	No
15	24030	-	Dewtop Hill 6	Artefacts/Scatter	Lodged	Open	No
16	24031	-	Dewtop Hill 7	Artefacts/Scatter	Lodged	Open	No
17	30602	-	LakeYindarlgooda,MammuTjukurrpa	Mythological	Lodged	Closed	No

12. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

12.1 Board and Management

Disclosure of the Directors and Managers, and their background is contained at the beginning of this Prospectus in Section 3.15.

12.2 ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

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

In light of the Company's size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company's main corporate governance policies and practices as at the date of this Prospectus are outlined below and the Company's full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company's website (www.crestminerals.com.au).

Board of Directors

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

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

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

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

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

Composition of the Board

Details of the composition of the Board are set out in the Investment Overview section of this Prospectus. Election of Board members is substantially the province of the Shareholders in general meeting.

However, subject thereto, the Company is committed to the following principles:

• (a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and
• (b) the principle criterion for the appointment of new Directors is their ability to add value to the Company and its business.

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

Identification and management of risk

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

Ethical standards

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

Independent professional advice

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

Remuneration arrangements

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

The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors' remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $300,000 per annum.

In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, non-cash performance incentives such as Options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors' time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the Chief Executive Officer). The policy generally provides that the written acknowledgement of the Chair (or the Board in the case of the Chair) must be obtained prior to trading.

External audit

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

Audit committee

The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company's operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company's internal financial control system and risk management systems and the external audit function.

Diversity policy

The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

12.3 Departures from Recommendations

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

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

	PRINCIPLES AND RECOMMENDATIONS	COMMENT
1.	Laysolidfoundationsformanagement and oversight
1.1	Companiesshouldestablishthefunctions reserved to the board andthose delegated to senior executivesand disclose those functions.	The Company's Corporate GovernancePlan includes a Board Charter, whichdiscloses the specific responsibilities ofthe Board.
		The Board delegates responsibility fortheday-to-dayoperationsandadministration of the Company to theChief Executive Officer.
1.2	Companiesshoulddisclosetheprocessforevaluatingtheperformance of senior executives.	The Company's Corporate GovernancePlan includes a section on performanceevaluation practices adopted by theCompany.
		TheBoardwillberesponsibleformonitoringtheperformanceofanysenior executives who are not directors,includingmeasuringactualperformanceagainstplannedperformance.
1.3	Companiesshouldprovidetheinformation indicated in the Guide toreporting on Principle 1.	ExplanationofdeparturesfromPrinciples and Recommendations 1.1and 1.2 (if any) are set out above. ThecompanywillalsoexplainanydeparturesfromPrinciplesandRecommendations 1.1 and 1.2 (if any) inits future annual reports.
		No performance evaluation of seniorexecutives has taken place to date astheCompanyhasonlyrecentlycommenced operation.
		The Company's Corporate GovernancePlan, which includes the Board Charter,is posted on the Company's website.
2.	Structure the board to add value
2.1	A majority of the board should beindependent directors.	ThemajorityoftheBoardareindependent.
2.2	The chair should be an independentdirector.	The Board has elected Angus Middletonaschair.MrMiddletonisanindependent Director.
2.3	The roles of chair and chief executiveofficer should not be exercised by thesame individual.	The roles are exercised by separateindividuals.

2.4	Theboardshouldestablishanomination committee.	No formal nomination committee hasbeen established by the Company asyet. The Board, as a whole, currentlyserves as the nomination committee.The Company's Corporate GovernancePlan includes a Nomination CommitteeCharter,whichdiscloseswhatthespecific responsibilities of the committeewill be once it is established.
		Wherenecessary,theBoardseeksadviceofexternaladvisorsinconnectionwiththesuitabilityofapplicants for Board membership.
2.5	Companiesshoulddisclosetheprocessforevaluatingtheperformanceoftheboard,itscommittees and individual directors.	The Company's Corporate GovernancePlan includes a section on performanceevaluation practices adopted by theCompany.
		The nomination committee, and in theabsence of a nomination committeethe Board as a whole, will review theperformanceoftheBoard,itscommittees(ifany)andindividualdirectors to ensure that the Companycontinues to have a mix of skills andexperience necessary for the conductof its activities.
2.6	Companiesshouldprovidetheinformation indicated in the Guide toreporting on Principle 2.	The Company has provided details ofeachdirector,suchastheirskills,experience and expertise relevant totheir position in this Prospectus and willalso provide these details on its websiteand in future annual reports.
		ExplanationofdeparturesfromPrinciples and Recommendations 2.1,2.2, 2.3, 2.4 and 2.5 (if any) are set outabove. The company will also explainanydeparturesfromPrinciplesandRecommendations 2.1, 2.2, 2.3, 2.4 and2.5 (if any) in its future annual reports.
		No formal performance evaluation ofthe Board, its committees and individualDirectors has taken place to date as theCompany is not yet of a size to warrantsuch an evaluation. The Board currentlyundertakes informal evaluation of itselfandtheindividualDirectors.Futureannual reports will disclose whether sucha performance evaluation has takenplace in the relevant reporting periodand whether it was in accordance withthe process disclosed.

		The Company's Corporate GovernancePlan, which includes the NominationCommittee Charter, is posted on theCompany's website.
3.	Promoteethicalandresponsibledecision-making
3.1	Companies should establish a codeof conduct and disclose the code ora summary of the code as to:•thepracticesnecessarytomaintainconfidenceinthecompany's integrity•the practices necessary to takeintoaccounttheirlegalobligations and the reasonableexpectations of their stakeholders•theresponsibilityandaccountability of individuals forreportingandinvestigatingreports of unethical practices.	The Company's Corporate GovernancePlan includes a Corporate Code ofConduct, which provides a frameworkfor decisions and actions in relation toethical conduct in employment.
3.2	Companies should establish a policyconcerning diversity and disclose thepolicy or a summary of that policy.Thepolicyshouldincluderequirementsfortheboardtoestablish measureable objectives forachieving gender diversity and forthe board to assess annually both theobjectives and progress in achievingthem.	The Company's Corporate GovernancePlan includes a Diversity Policy, whichprovides a framework for establishingmeasureable objectives for achievinggender diversity and for the Board toassess annually both the objectives andprogress in achieving them.As the Company is currently small in sizeandhaslimitedoperations,theCompany'sfocus ison hiring thoseemployees and directors most suited tothe position and most able to bringvalue to the Company. Accordingly itmay take some time to reach theCompany'sdiversitytargetswhilesuitable candidates are sought to helpreach those targets.
3.3	Companies should disclose in eachannualreportthemeasureableobjectivesforachievinggenderdiversitysetbytheboardinaccordance with the diversity policyand progress in achieving them.	This disclosure has not yet been madeas the Company released its first andonly annual report on 25 August 2011,prior to being admitted to the official listof the ASX. Future annual reports willdisclose the measureable objectives forachieving gender diversity set by theboard in accordance with the diversitypolicy and progress in achieving them.
3.4	Companies should disclose in eachannualreporttheproportionofwomenemployeesinthewholeorganisation,womeninseniorexecutive positions and women onthe board.	This disclosure has not yet been madeas the Company released its first andonly annual report on 25 August 2011,prior to being admitted to the official listof the ASX. Future annual reports willdisclosetheproportionofwomenemployees in the whole organisation,women in senior executive positions and

	women on the board.
3.5	Companiesshouldprovidetheinformation indicated in the Guide toreporting on Principle 3.	ExplanationofdeparturesfromPrinciples and Recommendations 3.1,3.2, 3.3 and 3.4 (if any) are set outabove.The Company will also explainanydeparturesfromPrinciplesandRecommendations 3.1, 3.2, 3.3 and 3.4(if any) in its future annual reports.The Corporate Governance Plan, whichincludestheCorporateCodeofConduct and Diversity Policy, is posted
4.	Safeguardintegrityinfinancial	on the Company's website.
	reporting
4.1	The board should establish an auditcommittee.	No formal audit committee has beenestablished by the Company as yet.The Board, as a whole, currently servesas the audit committee.
4.2	Theauditcommitteeshouldbestructured so that it:•consistsonlyofnon-executivedirectors•consistsofamajorityofindependent directors•is chaired by an independentchair, who is not chair of theboard•has at least three members.	Whilst those who are serving in thecapacity of an audit committee are notcompliantwiththePrinciplesandRecommendations, the Board is of theviewthattheexperienceandprofessionalism of the persons on theBoard is sufficient to ensure that allsignificantmattersareappropriatelyaddressed and actioned.Further, theBoarddoesnotconsiderthattheCompany is of sufficient size to justify theappointment of additional directors forthesolepurposeofsatisfyingthisrecommendation as it would be costprohibitive and counterproductive.As the operations of the Companydevelop the Board will reassess theformation of the audit committee.
4.3	The audit committee should have aformal charter.	The Company's Corporate GovernancePlanincludesanAuditandRiskCommitteeCharter,whichdiscloseswhat the specific responsibilities of thecommittee will be once it is established.
4.4	Companiesshouldprovidetheinformation indicated in the Guide toreporting on Principle 4.	ExplanationofdeparturesfromPrinciples and Recommendations 4.1,4.2 and 4.3 (if any) are set out above.TheCompanywillalsoexplainanydeparturesfromPrinciplesandRecommendations 4.1, 4.2 and 4.3 (ifany) in its future annual reports.The Corporate Governance Plan, whichincludes the Audit & Risk CommitteeCharter, is posted on the Company'swebsite.

5.	Make timely and balanced disclosure
5.1	Companies should establish writtenpoliciesdesignedtoensurecompliancewithASXListingRuledisclosure requirements and to ensureaccountability at a senior executivelevelforthatcomplianceanddisclose those policies or a summaryof those policies.	TheCompanyhasacontinuousdisclosure program in place designed toensure the compliance with ASX ListingRuledisclosureandtoensureaccountability at a senior executivelevelforcomplianceandfactualpresentation of the Company's financialposition.
5.2	Companiesshouldprovidetheinformation indicated in Guide toReporting on Principle 5.	TheCompanyhasnotcurrentlydepartedfromPrincipleandRecommendation 5.1.The CompanywillprovideanexplanationofanydeparturesfromPrincipleandRecommendation 5.1 (if any) in its futureannual reports.
		The Corporate Governance Plan, whichincludesacontinuousdisclosureprogram, is posted on the Company'swebsite.
6.	Respect the rights of shareholders
6.1	Companiesshoulddesignacommunications policy for promotingeffectivecommunicationwithshareholders and encouraging theirparticipationatgeneralmeetingsanddisclosetheirpolicyorasummary of that policy.	The Company's Corporate GovernancePlanincludesashareholdercommunication strategy, which aims toensurethattheshareholdersareinformedofallmajordevelopmentsaffecting the Company's state of affairs.
6.2	Companiesshouldprovidetheinformation indicated in the Guide toreporting on Principle 6.	TheCompanyhasnotcurrentlydepartedfromPrincipleandRecommendation 6.1.The CompanywillprovideanexplanationofanydeparturesfromPrincipleandRecommendation 6.1 (if any) in its futureannual reports.
		The Corporate Governance Plan, whichincludes a shareholder communicationstrategy,willbepostedontheCompany's website.
7.	Recognise and manage risk
7.1	Companies should establish policiesfor the oversight and management ofmaterial business risks and disclose asummary of those policies.	The Company's Corporate GovernancePlan includes a risk management policy.The Board determines the Company's"riskprofile"andisresponsibleforoverseeingandapprovingriskmanagementstrategyandpolicies,internalcomplianceandinternalcontrol.
7.2	Theboardshouldrequiremanagementtodesignandimplement the risk management andinternal control system to manage thecompany's material business risks and	The Company's Corporate GovernancePlan includes a risk management policy.TheBoardhasdelegatedtheresponsibility for implementing the riskmanagement system to the audit and

	report to it on whether those risks arebeingmanagedeffectively.Theboardshoulddisclosethatmanagement has reported to it as tothe effectiveness of the company'smanagement of its material businessrisks.	riskcommittee.Theauditandriskcommitteewillberequired,whenestablished and among other duties, toassist management to determine thekey risks to the business and prioritisework to manage those risks and to viewreportsfrommanagementontheefficiencyandeffectivenessofriskmanagement and associated internalcompliance and control procedures.The Company has not yet establishedan audit and risk committee and so theresponsibility for implementing the riskmanagement system is held by theBoard as a whole.
7.3	The board should disclose whether ithasreceivedassurancefromthechief executive officer (or equivalent)and the chief financial officer (orequivalent)thatthedeclarationprovided in accordance with section295AoftheCorporationsActisfounded on a sound system of riskmanagementandinternalcontroland that the system is operatingeffectively in all material respects inrelation to financial reporting risks.	TheBoardwillseekthisrelevantassurancefromtheChiefExecutiveOfficer or Chief Financial Officer at therelevant time.
7.4	Companiesshouldprovidetheinformation indicated in Guide toReporting on Principle 7.	TheCompanyhasnotcurrentlydepartedfromPrinciplesandRecommendations 7.1, 7.2 and 7.3. TheCompany will provide an explanation ofanydeparturesfromPrinciplesandRecommendations 7.1, 7.2 and 7.3 (ifany) in its future annual reports.The Corporate Governance Plan, whichincludes a risk management policy, isposted on the Company's website.
8.	Remunerate fairly and responsibly
8.1	Theboardshouldestablisharemuneration committee.	The Board has not established a formalremuneration committee at this point intheCompany'sdevelopment.Itisconsidered that the size of the Boardalong with the level of activity of theCompany renders this impractical andthe Board, acting without the affecteddirector participating in the decisionmaking process, currently serves as aremuneration committee.The Company's Corporate GovernancePlanincludesaRemunerationCommitteeCharter,whichdiscloseswhat the specific responsibilities of thecommittee will be once it is established.
		Remuneration to the executive directors

		maybebywayofbothacashcomponent and securities and to nonexecutive directors by way of directorfees and securities, with the level of suchsalary or fees as the context requires,having been set by the Board to anamountitconsiderstobecommensurate for a company of its sizeand level of activity.
		There is a link between performanceandremunerationbywayofthesecurities to be issued to the Directors.The securities will vest in the recipientfollowingthesatisfactionofvariousperformancehurdles,accordinglyprovidingaperformancelinkedincentivecomponentintheremuneration package to motivate andreward the performance of the Directorsin their respective roles
		There are no schemes for retirementbenefitsinexistenceotherthansuperannuationcontributionsasrequired by law.
8.2	The remuneration committee shouldbe structured so that it:•consistsofamajorityofindependent directors	Althoughnoformalremunerationcommittee has been established, theBoardcurrentlyservesastheremuneration committee.
	•is chaired by an independentdirector•has at least three members	The Board is comprised of a majority ofindependent directors, is chaired by anindependent director and has at leastthree members.
8.3	Companies should clearly distinguishthestructureofnon-executivedirectors' remuneration from that ofexecutivedirectorsandsenior	The Board has distinguished the structureofnon-executivedirector'sremuneration from that of executivedirectors and senior executives.
	executives.	TheCompany'sconstitutionprovidesthat the remuneration of non-executiveDirectors will be not be more than theaggregatefixedsumsetbytheconstitution and subsequently varied byresolutionatageneralmeetingofshareholders.
		The Board is responsible for determiningthe remuneration of executive directorsandseniorexecutives(withouttheparticipation of the affected director).It is the Board's objective to providemaximum stakeholder benefit from theretention of a high quality Board andexecutiveteambyremuneratingexecutivedirectorsandseniorexecutives fairly and appropriately withreferencetorelevantemploymentmarket conditions and by linking the

		natureandamountofexecutivedirectors'andseniorexecutives'emoluments to the Company's financialand operational performance.
8.4	Companiesshouldprovidetheinformation indicated in the Guide toreporting on Principle 8.	ExplanationofdeparturesfromPrinciples and Recommendations 8.1,8.2 and 8.3 (if any) are set out above.TheCompanywillalsoprovideanexplanationofanydeparturesfromPrinciples and Recommendations 8.1,8.2 and 8.3 (if any) in its future annualreports.
		The Corporate Governance Plan, whichincludes the Remuneration CommitteeCharter, is posted on the Company'swebsite.

13. MATERIAL CONTRACTS

13.1 Lead Manager Mandate

On 16 January 2012, the Company entered into a mandate agreement with Pendragon Capital Limited (AFSL 237549), trading as Barringtons Corporate (Barringtons), pursuant to which Barringtons was appointed as the Lead Manager to the Offer (Barringtons Mandate). The services Barringtons agreed to perform include the following:

• (a) provide advice on the pricing, structure and strategy for the funding of the Company's exploration aspirations;
• (b) co-ordinate and assist with the investor marketing process;
• (c) assist with ASX listing compliance matters;
• (d) assist with preparation of ASX announcements;
• (e) manage the issue of shares in accordance with the Offer, in association with the Share Registry;
• (f) co-ordinate with our network of brokers and corporate finance firms, to afford them the opportunity for the same; and
• (g) work in conjunction with third parties, (ie outside Barringtons' network) to assist with capital raising.

The term of the agreement is from 16 January 2012 to 16 May 2012, unless extended by the parties.

Under the Barringtons Mandate, Barringtons will receive the following fees:

• (a) a pre-IPO retainer fee of $10,000 (plus GST) per month, commencing with January 2012. This will run for a minimum of 4 months and a maximum of 6 months;
• (b) a post-listing retainer fee to be agreed on and in the absence of an agreed retainer, Barringtons' regular hourly rates will apply;
• (c) a capital placement fee of 5% (plus GST) of all funds raised under the Prospectus. This fee shall include the fees of any third party services used by Barringtons;
• (d) a management fee of 1% of all funds raised under the Prospectus;
• (e) a withdrawal fee of 80% of the fees under (c) and (d) in the event that the Company terminates Barringtons' engagement and the Company secures funds from an individual or group introduced by Barringtons under the Barringtons Mandate;
• (f) an option fee of 1,050,000 options with an exercise price not more than the minimum exercise price of any options issued to directors and expiring 4 years from the date that the Company is admitted to the official list of the ASX, to be granted to Pendragon Capital Limited or its nominee on completion of a minimum subscription listing, being a subscription of 17,500,000 Shares.

The Company must also reimburse Barringtons for all expenses incurred while acting for the Company. Overdue amounts payable under (b) and (c) will be subject to 5% interest.

The Company may terminate the agreement at any time with 1 month's notice, provided that the Company may be required to make the payment specified in (e) above.

13.2 Chief Executive Officer Agreement

On 19 January 2012, the Company entered into an employment agreement with Mr Stephen Jones whereby Mr Jones agreed to act as Chief Executive Officer to the Company (CEO Agreement). The material terms of the CEO Agreement are as follows:

• (a) Mr Jones' employment commenced on 10 February 2012 and will continue until termination;
• (b) Mr Jones will be remunerated as follows:
  • (i) a base salary of $275,000, including superannuation, from admission of the Company to the Official List;
  • (ii) 500,000 Shares which were to be issued on 10 February 2012. To prevent dilution of the Company's capital, instead of the Company issuing these Shares, Mr Jones purchased them from the following parties for nominal consideration:
    • (A) 450,000 from Jonathon Trewartha; and
    • (B) 50,000 from Stephen Biggins;
  • (iii) 1,500,000 options to be granted on 10 February 2012 and exercisable at $0.25 per option, on or before the date 4 years after their grant;
  • (iv) 1,500,000 options to be granted on announcement to the ASX of the achievement of a JORC compliant resource of 250,000 ounces of gold, with a cut grade greater than 0.5g/t. These options will be exercisable at $0.30 per option, on or before the earlier of 2 years after their grant or on termination of the CEO Agreement; and
  • (v) 500,000 options to be granted on announcement to the ASX of the achievement of an exploration drill intersection of 100 g.m (g/t x width(m)). These options will be exercisable at $0.30 per option, on or before the earlier of 2 years after their grant or on termination of the CEO Agreement;
• (c) Mr Jones will also be provided with a mobile phone, lap top and iPad;
• (d) Mr Jones' duties are specified in the CEO Agreement and will be those common to agreements of this type;
• (e) the Company will pay for all reasonable expenses of the mobile phone, lap top and iPad, incurred in the performance of Mr Jones' duties under the CEO Agreement and Mr Jones will be reimbursed for all other

reasonable and necessary out-of-pocket expenses properly incurred in the performance of his duties;

• (f) Mr Jones will be entitled to leave as appropriate to his employment;
• (g) either party may terminate the CEO Agreement by 3 months written notice to the other party after the first 15 months of employment; and
• (h) Mr Jones' employment may be terminated immediately if Mr Jones:
  • (i) engages in any act or omission which, in the reasonable opinion of the Company, constitutes serious misconduct;
  • (ii) commits a breach or does not observe a fundamental term of the CEO Agreement;
  • (iii) breaches confidentiality or restraint and solicitation of client provisions in the CEO Agreement;
  • (iv) refuses or neglects to comply with any lawful direction given to him by the Company or other person duly authorised by the Company; or
  • (v) is charged with or convicted of a criminal offence which, in the reasonable opinion of the Company, might tend to injure the reputation of the Company.

The CEO Agreement also contains confidentiality, intellectual property and restraint and solicitation of client provisions and other terms and conditions as are usual in an agreement of this nature.

13.3 Non-Executive Director Letter Agreements

Each of the Non-executive Directors has entered into an agreement with the Company. The material terms of the agreements are the same and include the term of appointment and remuneration of the Non-executive Director, as set out in Sections 3.17 and 3.18 and the Company's Constitution.

A further term is that that the Non-executive Directors are to honestly, faithfully and diligently perform such tasks and functions as are normally performed by Non-executive Directors of public companies, including doing all things to enable the Company to comply with the ASX Listing Rules, as well as those duties assigned to the Non-executive Director by the Board.

In performing these duties the Non-executive Directors are to use their best endeavours to promote the interests of the Company and its subsidiaries and associated companies (if any).

The agreements further state that the Board as a whole will be responsible for promoting the success of the Company by directing and supervising the Company's affairs.

13.4 Good Faith, Protection and Access Deeds

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

13.5 Consultancy Agreement

On or about October 2011, the Company entered into an agreement with Barker Wentworth Chamber Pty Ltd (as trustee for Barker Wentworth Chamber Unit Trust) (Barker Wentworth) pursuant to which Barker Wentworth agreed to provide Mr Jarek Kopias' (Consultant) services as a company secretary and chief financial officer, on a consultancy basis, to the Company (Consultancy Agreement).

The material terms of the Consultancy Agreement are as follows:

• (a) the Consultancy Agreement commenced on 16 August 2011 and will continue until termination;

• (b) the Consultant will be paid a service fee of $140 per hour (excluding GST) (Service Fee). The Service Fee will remain fixed until 30 June 2012 , after which it will be reviewed by the Company's Chief Executive Officer and the Consultant. The Service Fee will be paid in arrears on the presentation by the Consultant to the Company of a tax invoice;

• (c) the Consultant may be remunerated for travel time at 50% of the Service Fee where approved by the Chief Executive Officer;

• (d) the Consultant will report to the Chief Executive Officer when performing the duties of a Chief Financial Officer and to the Board when performing the Company Secretary duties;

• (e) the duties of the Consultant are specified in the Consultancy Agreement and will be those common to agreements of this type;

• (f) either party may terminate the Consultancy Agreement by notice to the other party upon:

  • (i) a material breach of the Consultancy Agreement by the other party which remains unremedied for 14 days from the date of receipt of a notice from the first party setting out particulars of the breach and requiring the breach to be remedied;
  • (ii) a material breach of the Consultancy Agreement by the other party which is not capable of being remedied;
  • (iii) the other party being wound up, having a voluntary administrator appointed, becoming bankrupt, having a receiver or manager appointed, having a mortgagee take possession of any of the other party's assets, having any proceedings issued against the other party, or an event occurs intended to lead to any of those consequences, or having any action relating to insolvent debtors occur in relation to the other party or the other party ceasing to carry on its existing business;
  • (iv) the other party being unable to pay its debts as and when they fall due;

• (v) the other party assigning or attempting to assign the Consultancy Agreement to a different party without the prior consent of the non-defaulting party pursuant to the Consultancy Agreement; or

• (vi) there being a change of control event in relation to a party, without the prior consent of the other party;

• (g) either party may terminate the Consultancy Agreement in its absolute discretion at any time by giving at least 1 month's written notice of termination to the other party; and

• (h) neither party can assign its rights under the Consultancy Agreement, except with the written consent of the other.

The Consultancy Agreement also contains confidentiality and intellectual property provisions and other terms and conditions as are usual in an agreement of this nature.

13.6 Geologist Agreement

On 29 September 2011, the Company entered into an agreement with Mr Gregory Jorgensen (Consultant) pursuant to which the Consultant would provide limited exploration management services on a consultancy basis to the Company (Geologist Agreement).

The material terms of the Geologist Agreement are as follows:

• (a) the Geologist Agreement has an initial term of six months, commencing on acceptance of the general conditions of the Geologist Agreement by the Company (Initial Term), with an earlier or later commencement possible following negotiation;

• (b) the services to be provided by the Consultant on an "as needs" basis and include, but are not limited to:

  • (i) planning, implementation and overall supervision of exploration programmes;
  • (ii) identifying personnel requirements and supervising the contracting of that personnel; and
  • (iii) identifying general exploration infrastructure requirement for the Company, including computing hardware and software;

• (c) the Company will pay the Consultant a fee of $75 per hour (exclusive of goods and services tax) (Fee), for which the Contractor will invoice the Company on a monthly basis. The Fee is payable within 14 days of the date of invoice;

• (d) the Consultant will also be reimbursed for certain expenses as set out in the Geologist Agreement, including for the Consultants vehicle and camping expenses;

• (e) either party may terminate the Geologist Agreement by giving the other party one month's notice of intended termination;

• (f) the Consultant will take leave from time to time in consultation and with the mutual agreement between the parties; and

• (g) the Consultant agrees not to divulge to any third party any information or relevant data of a confidential nature owned by or deemed sensitive to the Company without the prior consent of the Company. The Consultant must take reasonable precautions to maintain the confidentiality of such information or relevant data.

13.7 Consulting Agreement

On or about 7 February 2012, the Company entered into a consulting agreement with BR1 Holdings Pty Ltd (BR1), pursuant to which BR1 agreed to provide Mr Stephen Biggins' (Consultant) services as a consultant and adviser on geology, exploration, project development, business development and corporate issues (Consulting Agreement).

The material terms of the Consulting Agreement are as follows:

• (a) the Consulting Agreement commenced on 31 January 2012 and will continue until termination;

• (b) the Consultant will be paid a service fee of $187.50 per hour (excluding GST) (Service Fee). The Service Fee will remain fixed until 1 January 2013, after which it will be reviewed by the Company's Chief Executive Officer and the Consultant. The Service Fee will be paid in arrears on the presentation by the Consultant to the Company of a tax invoice;

• (c) the Consultant will only be remunerated for travel time following approval by the Chief Executive Officer;

• (d) the Consultant will report to the Chief Executive Officer when performing his duties;

• (e) the duties of the Consultant are specified in the Consulting Agreement and will be those common to agreements of this type;

• (f) either party may terminate the Consulting Agreement by notice to the other party upon:

  • (i) a material breach of the Consulting Agreement by the other party which remains unremedied for 14 days from the date of receipt of a notice from the first party setting out particulars of the breach and requiring the breach to be remedied;
  • (ii) a material breach of the Consulting Agreement by the other party which is not capable of being remedied;
  • (iii) the other party being wound up, having a voluntary administrator appointed, becoming bankrupt, having a receiver or manager appointed, having a mortgagee take possession of any of the other party's assets, having any proceedings issued against the other party, or an event occurs intended to lead to any of those consequences, or having any action relating to insolvent debtors occur in relation to the other party or the other party ceasing to carry on its existing business;

• (iv) the other party being unable to pay its debts as and when they fall due;

• (v) the other party assigning or attempting to assign the Consulting Agreement to a different party without the prior consent of the non-defaulting party pursuant to the Consulting Agreement; or

• (vi) there being a change of control event in relation to a party, without the prior consent of the other party;

• (g) either party may terminate the Consulting Agreement in its absolute discretion at any time by giving at least 1 month's written notice of termination to the other party; and

• (h) neither party can assign its rights under the Consulting Agreement, except with the written consent of the other.

The Consulting Agreement also contains confidentiality and intellectual property provisions and other terms and conditions as are usual in an agreement of this nature.

13.8 Asset Agreements

The tenement farm-in agreements and related agreements are summarised in the Solicitor's Report contained in Section 11 of this Prospectus.

14. ADDITIONAL INFORMATION

14.1 Litigation

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

14.2 Rights attaching to Shares

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

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

(a) General meetings

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

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

(b) Voting rights

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

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

(c) Dividend rights

Subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Shareholder liability

As the Shares under the Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of Shares

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

(g) Variation of rights

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

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

(h) Alteration of Constitution

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

14.3 Employee Share Option Plan

The Board has approved the adoption of the Company's Employee Share Option Plan (Share Option Plan). The Board proposes to grant Options under the Share Option Plan (Plan Options) to key staff members and, subject to obtaining the requisite ASX Listing Rule approval, to Directors. As at the date of this Prospectus, no Plan Options had been granted.

The key terms of the Share Option Plan are as follows:

• (a) Eligibility and Grant of Options: The Board may grant Plan Options to any full or part time employee, Director or senior executive of the Company or an associated body corporate, or their nominee (Eligible Employee). Plan Options may be granted by the Board at any time.

• (b) Offer: The Board will make an offer of Plan Options in an offer document.

• (c) Consideration: Each Plan Option granted under the Share Option Plan will be issued for no more than nominal consideration.

• (d) Conversion: Each Plan Option is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company.

• (e) Exercise Price and Expiry Date: The exercise price and expiry date for Plan Options granted under the Share Option Plan will be determined by the Board prior to the grant of the Plan Options.

• (f) Exercise Restrictions: The Plan Options granted under the Plan may be subject to conditions on vesting or exercise as may be fixed by the Directors prior to grant of the Plan Options (Exercise Conditions). Any restrictions imposed by the Directors must be set out in the offer for the Plan Options.

• (g) Lapsing of Plan Options: Subject to the terms of the Offer made to a Participant, an unexercised Plan Option will lapse:

  • (i) on its expiry date;
  • (ii) if any exercise condition is unable to be met;
  • (iii) the transfer of a Plan Option without the prior consent of the Company or due to death or bankruptcy;

• (iv) subject to certain exceptions, on the eligible participant ceasing employment with the Company; and

• (v) the day that is 6 months after certain change of control or reconstruction events which gives rise to vesting.

• (h) Share Restriction Period: Shares issued on the exercise of Plan Options may be subject to a restriction that they may not be transferred or otherwise dealt with until a Restriction Period has expired, as specified in the offer for the Plan Options.

• (i) Disposal of Plan Options: Plan Options will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.

• (j) Trigger Events: The Company may permit Plan Options to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.

(k) Participation in Rights Issues and Bonus Issues:

• (i) There are no participating rights or entitlements inherent in the Plan Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Plan Options.

• (ii) The Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least six (6) Business Days after the issue is announced. This will give Plan Option holders the opportunity to exercise their Plan Options prior to the date for determining entitlements to participate in any such issue.

• (iii) If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Plan Option Exercise Price shall be adjusted according to the formula specified in the Listing Rules, or if not listed, then according to the formula deemed fair by the Board.

• (iv) In the event that the Company makes a bonus issue of securities to holders of Shares, the rights of an Eligible Employee in respect of an unexercised Plan Option will be modified such that the Eligible Employee will receive, upon exercise of a Plan Option, one Share plus such additional securities which the Eligible Employee would have received has the Participant been entitled to participate in the bonus issue by virtue of its holding a Plan Option.

• (l) Reconstruction: The terms upon which Plan Options will be granted will not prevent the Plan Options being adjusted as required by the Listing Rules on the reconstruction of the capital of the Company.

• (m) Limitations on Offers: The Company must take reasonable steps to ensure that the number of Shares to be received on exercise of Plan Options offered under an offer when aggregated with:

• (i) the number of Shares that would be issued if each outstanding offer for Shares, units of Shares or options to acquire Shares under the Plan or any other employee share scheme of the Company were to be exercised or accepted; and

• (ii) the number of Shares issued during the previous 5 years from the exercise of Plan Options issued under the Plan (or any other employee share plan of the Company extended only to Eligible Participants),

does not exceed 5% of the total number of Shares on issue at the time of an offer (but disregarding any offer of Shares or options to acquire Shares that can be disregarded in accordance with ASIC Class Order 03/184).

14.4 Employee Performance Rights Plan

The Board has approved the adoption of the Company's Employee Performance Rights Plan (Performance Rights Plan). The Board proposes to grant Rights to key staff members and, subject to obtaining the requisite ASX Listing Rule approval, to Directors.

The key terms of the Performance Rights Plan are as follows:

• (a) Eligibility and Grant of Rights: The Board may grant rights (Plan Rights) to any full or part time employee, senior executive or Director of the Company or an associated body corporate, or their nominee (Eligible Employee). Plan Rights may be granted by the Board at any time.

• (b) Offer: The Board will make an offer of Plan Rights in an offer document.

• (c) Consideration: Unless otherwise determined by the Board, each Plan Right issued under the Performance Rights Plan will be granted for nil consideration.

• (d) Conversion: Each Plan Right is exercisable into one Share in the Company ranking equally in all respect with the existing issued Shares in the Company.

• (e) Expiry Date: The expiry date for Plan Rights granted under the Performance Rights Plan will be determined by the Board prior to the grant of the Plan Rights.

• (f) Exercise Restrictions: The Plan Rights granted under the Plan may be subject to conditions on exercise as may be fixed by the Directors prior to grant of the Plan Rights (Exercise Conditions). Any restrictions imposed by the Directors must be set out in the offer for the Plan Rights.

• (g) Lapsing of Plan Rights: Subject to the terms of the Offer made to a Participant, an unexercised Plan Right will lapse:

  • (i) on its expiry date;
  • (ii) if any exercise condition is unable to be met;
  • (iii) the transfer of a Plan Right without the prior consent of the Company or due to death or bankruptcy;

• (iv) subject to certain exceptions, on the eligible participant ceasing employment with the Company; and

• (v) the day that is 6 months after certain change of control or reconstruction events which gives rise to vesting.

• (h) Share Restriction Period: Shares issued on the exercise of Plan Rights may be subject to a restriction that they may not be transferred or otherwise dealt with until a Restriction Period has expired, as specified in the offer for the Plan Rights.

• (i) Disposal of Plan Rights: Plan Rights will not be transferable and will not be quoted on the ASX, unless the offer provides otherwise or the Board in its absolute discretion approves.

• (j) Trigger Events: The Company may permit Plan Rights to be exercised in certain circumstances where there is a change in control of the Company (including by takeover) or entry into a scheme of arrangement.

(k) Participation in Rights Issues and Bonus Issues:

• (i) There are no participating rights or entitlements inherent in the Plan Rights and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Plan Rights.
• (ii) The Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least six (6) Business Days after the issue is announced. This will give Plan Right holders the opportunity to exercise their Plan Rights prior to the date for determining entitlements to participate in any such issue.
• (l) Reorganisation: The terms upon which Plan Rights will be granted will not prevent the Plan Rights being re-organised as required by the Listing Rules on the re-organisation of the capital of the Company.
• (m) Limitations on Offers: The Company must take reasonable steps to ensure that the number of Shares to be received on exercise of Plan Rights offered under an offer when aggregated with:
  • (i) the number of Shares that would be issued if each outstanding offer for Shares, units of Shares or right to acquire Shares under the Plan or any other employee share scheme of the Company were to be exercised or accepted; and
  • (ii) the number of Shares issued during the previous 5 years from the exercise of Plan Rights issued under the Plan (or any other employee share plan of the Company extended only to Eligible Participants),

does not exceed 5% of the total number of Shares on issue at the time of an offer (but disregarding any offer of Shares or option to acquire Shares that can be disregarded in accordance with specific relief to bring the Performance Rights Plan under ASIC Class Order 03/184).

14.5 Interests of Directors

Other than as set out in this Prospectus in Section 3.16, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

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

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

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

14.6 Interests of Experts and Advisers

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

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

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

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

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

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

Al Maynard & Associates has acted as Independent Geologist and has prepared the Independent Geological Report which is included in Section 8 of this Prospectus. The Company estimates it will pay Al Maynard & Associates a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Al Maynard & Associates has not received fees from the Company for any other services.

Grant Thornton Audit Pty Ltd has acted as Investigating Accountant and has prepared the Investigating Accountant's Report which is included in Section 9 of this Prospectus. The Company estimates it will pay Grant Thornton Audit Pty Ltd a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Grant Thornton Audit Pty Ltd has received fees for the conduct of the audit at 30 June 2011 and GST advice totalling $9,100.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer and has prepared the Solicitor's Report on Tenements which is included in Section 11 of this Prospectus. The Company estimates it will pay Steinepreis Paganin $50,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has received $47,187 from the Company for any other services.

Pendragon Capital Limited, trading as Barringtons Corporate has acted as Lead Manager to this Offer. The Company estimates it will pay Pendragon Capital Limited, trading as Barringtons Corporate an amount between $75,000 and $340,000 (excluding GST) for these services, depending on the funds raised. During the 24 months preceding lodgement of this Prospectus with the ASIC, Pendragon Capital Limited, trading as Barringtons Corporate has not received fees from the Company for any other services.

14.7 Consents

Each of the parties referred to in this Section:

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

Al Maynard & Associates has given its written consent to being named as Independent Geologist in this Prospectus, the inclusion of the Independent Geological Report in Section 8 of this Prospectus in the form and context in which the report is included and the inclusion of statements contained in the Chairman's Letter in Section 4, Investment Overview in Section 3 and Section 8 of this Prospectus in the form and context in which those statements are included. Al Maynard & Associates has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Grant Thornton Audit Pty Ltd has given its written consent to being named as Investigating Accountant in this Prospectus, to the inclusion of the Investigating Accountant's Report in Section 9 of this Prospectus and to the inclusion of the audited accounts in Section 10 of this Prospectus in the form and context in which the information and report is included. Grant Thornton Audit Pty Ltd has given its written consent to being named as Investigating Accountant and auditor of the Company in this Prospectus with the ASIC.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus and to the inclusion of the Solicitor's Report on Tenements in Section 11 of this Prospectus in the form and context in which the report is included. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Pendragon Capital Limited, trading as Barringtons Corporate has given its written consent to being named as the Lead Manager to the Offer in this Prospectus. Pendragon Capital Limited, trading as Barringtons Corporate has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Computershare Investor Services Pty Ltd has given its written consent to being named as the share registry to the Company in this Prospectus. Computershare Investor Services Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

14.8 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $401,733 for full subscription or $496,141 for oversubscription and are expected to be applied towards the items set out in the table below:

Item of Expenditure	Full Subscription($)	OverSubscription($)
ASIC fees	2,137	2,137
ASX fees	39,416	43,824
Broker Commissions1	175,000	250,000
Management Fee	35,000	50,000
Advisers' Fees	110,000	110,000
Promotion, printing, distributionand share registry	40,180	40,180
TOTAL	401,733	496,141

1 Broker commissions of up to 5% will only be paid on applications made through a licensed securities dealers or Australian financial services licensee and accepted by the Company (refer to Section 5.9 of this Prospectus for further information). The amount calculated is based on 100% of applications being made in this manner. For those applications made directly to and accepted by the Company no broker commissions will be payable and the expenses of the Offer will be reduced and the additional funds will be put towards working capital.

2 This does not include the value of the options payable to Pendragon Capital Limited, trading as Barringtons Corporate. The value of these Options is $162,048, as set out in Note 2(b)(iii) of the Financial Information Section in Section 10 of this Prospectus.

14.9 Continuous disclosure obligations

Following admission of the Company to the Official List, the Company will be a "disclosing entity" (as defined in Section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities.

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

14.10 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 and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

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

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

14.11 Financial Forecasts

Given the speculative nature of mineral exploration, prospecting and development and the fact that the Company is in an early stage of operation, the Company's Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

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

The Company will apply to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.

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

Electronic sub-registers also mean ownership of securities can be transferred without having to rely upon paper documentation. Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

14.13 Privacy statement

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

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

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

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

15. DIRECTORS' AUTHORISATION

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

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

_______________________________

Angus Middleton

Chairman For and on behalf of CREST MINERALS LTD

16. GLOSSARY

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

$ means an Australian dollar.

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

ASIC means Australian Securities & Investments Commission.

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

ASX Listing Rules means the official listing rules of ASX.

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

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

Company means Crest Minerals Ltd (ACN 150 015 446).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

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

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

Employee Performance Rights Plan means the performance rights plan referred to in Section 14.4 of this Prospectus.

Employee Share Option Plan means the share option plan referred to in Section 14.3 of this Prospectus.

JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Offer means the offer of Shares pursuant to this Prospectus as set out in Section 5 of this Prospectus.

Official List means the official list of ASX.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Plan Option means an Option to be issued pursuant to the Employee Share Option Plan.

Plan Right means a right to be issued pursuant to the Employee Performance Rights Plan.

Projects means the Majestic North, Mt Ida, Heines Dam and Yundamindera Projects located in Western Australia, as referred to in Section 6 of this Prospectus;

Prospectus means this prospectus.

Section means a section of this Prospectus.

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

Shareholder means a holder of Shares.

Tenements means the mining tenements in which the Company may earn an interest, as further described in the Solicitor's Report on Tenements set out in Section 11 of this Prospectus or any one of them as the context requires.

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