TITANIUM SANDS LIMITED - Capital/Financing Update 2014

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Windimurra Vanadium Limited ACN 009 131 533 (Subject to Deed of Company Arrangement)

Prospectus

Public Offer

For the conditional offer of 250,000,000 Shares to the public at an issue price of $0.01 each to raise $2,500,000 before costs ( Public Offer ).

Conversion Offer

For the conditional offer of 100,000,000 Shares to the First Noteholders pursuant to the conversion of the First Notes ( Conversion Offer ).

Strategic Offer

For the conditional offer of 30,000,000 Shares to the Strategic Investors to facilitate completion of the Recapitalisation Proposal ( Strategic Offer ).

Conditions

The Offers are conditional upon certain events occurring. Please refer to Section 5.2 for further details.

Underwriting

The Offers are not underwritten.

Important notice

This document is important and it should be read in its entirety. If you are in any doubt as to the contents of this Prospectus, you should consult your stockbroker, lawyer, accountant or other professional adviser without delay. The Shares offered by this Prospectus should be considered highly speculative.

1.	IMPORTANT INFORMATION	3
2.	CORPORATE DIRECTORY	6
3.	INVESTMENT OVERVIEW	7
4.	CHAIRMAN’S LETTER	21
5.	DETAILS OF THE OFFERS	23
6.	COMPANY AND PROJECT OVERVIEW	30
7.	RISK FACTORS	38
8.	INDEPENDENT GEOLOGIST’S REPORT	48
9.	LAWYER’S REPORT ON SRI LANKAN TENEMENTS	188
10.	INVESTIGATING ACCOUNTANT’S REPORT	200
11.	MATERIAL CONTRACTS	216
12.	ADDITIONAL INFORMATION	224
13.	DIRECTORS’ AUTHORISATION	233
14.	DEFINITIONS	234
PUBLIC OFFER APPLICATION FORM		239
CONVERSION OFFER APPLICATION FORM		241
STRATEGIC OFFER APPLICATION FORM		243

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1. IMPORTANT INFORMATION

1.1 General

This Prospectus is dated 4 April 2014 and a copy of this Prospectus was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

Within 7 days of the date of this Prospectus, the Company will make an application to ASX for the Shares offered pursuant to this Prospectus to be admitted for quotation on ASX.

Shares will not be issued pursuant to this Prospectus later than 13 months after the date of this Prospectus.

1.2 Deed Administrators

The Deed Administrators have not been involved in the preparation of this Prospectus and have taken no part in the preparation of any documents and express no opinion regarding the Recapitalisation Proposal. The Deed Administrators (including in their capacity as Administrators) have not independently verified any of the information contained in this Prospectus. Neither the Deed Administrators nor their servants, agents or employees make any representation or warranty (express or implied) as to the accuracy, reasonableness or completeness of the information contained in this Prospectus. To the extent permissible by law, all such parties and entities expressly disclaim any and all liability for, or based on or relating to, any such information contained in, or errors in or omissions from this Prospectus.

1.3 Exposure Period

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an Exposure Period of 7 days from the date of lodgement of this Prospectus with ASIC. This period may be extended by ASIC for a further period of 7 days.

The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of the funds. Such examination may result in the identification of deficiencies in this Prospectus. If this Prospectus is found to be deficient, Application Forms received during the Exposure Period will be dealt with in accordance with section 724 of the Corporations Act. Application Forms received during the Exposure Period will not be processed until the expiry of the Exposure Period. No preference will be conferred on Application Forms received during the Exposure Period.

1.4 Electronic Prospectus

In addition to issuing this Prospectus in printed form, a read-only version of this Prospectus is also available on the Company’s website at www.windimurravanadium.com.au. Applications cannot be made online. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company 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 electronic version of this Prospectus.

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1.5 Applications for Shares

Investors wishing to apply for Shares under an Offer must do so using the relevant Application Form attached to or accompanying this Prospectus. By returning a completed Application Form, the applicant acknowledges that it has received and read this Prospectus, has acted in accordance with the terms of the relevant Offer, agrees to all of the terms and conditions set out in this Prospectus and makes the statements set out in the Application Form.

1.6 Offer restrictions

The offers of Shares made pursuant to this Prospectus are not made to persons or in places to which, or in which, it would not be lawful to make such an offer of Shares. No action has been taken to register this Prospectus or otherwise permit an offer of Shares in any jurisdiction outside Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law in those jurisdictions and therefore persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws.

1.7 Risk factors

Any investment in the Company should be considered speculative. Before deciding to invest in the Company, investors should read the entire Prospectus. In considering the prospects for the Company, investors should consider the assumptions underlying the prospective financial information and the risk factors set out in Section 7 that could affect the performance of the Company. Investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from a stockbroker, accountant or other independent financial adviser before deciding to invest.

1.8 Representations

No person is authorised to give any information or to make any representation in relation to the Offers which is not contained in this Prospectus. Any information or representation not so contained may not be relied upon as having been authorised by the Company or the Directors in relation to the Offers.

1.9 Forward looking statements

This Prospectus contains forward looking statements which incorporate an element of uncertainty or risk, such as ‘intends’, ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’ or ‘expects’. These statements are based on an evaluation of current economic and operating conditions, as well as assumptions regarding future events. These events, as at the date of this Prospectus, are expected to take place, but there is no guarantee that such will occur as anticipated or at all given that many of the events are outside the Company’s control.

Accordingly, 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. Further, the Company may not update or revise any forward looking statement if events subsequently occur or information subsequently becomes available that affects the original forward looking statement.

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1.10 Competent Person’s statement

Information contained in this Prospectus that relates to exploration results, mineral resources or ore reserves is based on information compiled by Mr JN Badenhorst, who is a Member of the Geological Society of South Africa and a Professional Natural Scientist (Pr.Sci. Nat.) registered with the South African Council for Natural Scientific Professions, both “Recognised Overseas Professional Organisations” included in a list promulgated by the ASX from time to time. Mr Badenhorst is the Managing Director of GeoActiv (Pty) Ltd which provides geological consulting and contracting services.

Mr Badenhorst 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 in respect of the Sri Lankan Project to qualify as a “Competent Person” within the meaning set out in the JORC Code. Mr Badenhorst consents to the inclusion of the matters based on his information in the form and context in which it appears in this Prospectus.

1.11 Interpretation

A number of terms and abbreviations used in this Prospectus have defined meanings which are set out in Section 14 .

A reference to $ in this Prospectus is a reference to Australian currency unless otherwise stated.

All references to time in this Prospectus relate to the time in Perth, Western Australia.

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2. CORPORATE DIRECTORY

Directors

Paul Price (Non-Executive Chairman) Paula Cowan (Non-Executive Director) KC Ong (Non-Executive Director)

Company Secretary

Nicki Farley

Registered Office

c/- Trident Capital Pty Ltd Level 24, 44 St Georges Terrace Perth WA 6000

Administrators/ Deed Administrators*

Darren Gordon Weaver, Andrew John Saker and Martin Bruce Jones c/- Ferrier Hodgson Level 26, 108 St Georges Terrace Perth WA 6000

Share Registry*

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth WA 6000

Auditor*

KPMG 235 St Georges Terrace Perth WA 6000

Independent Geologist

GeoActiv (Pty) Ltd Suites 31 & 32, Bergzicht Office Park Cnr Christiaan de Wet Rd & Rooibok Avenue Allen’s Nek, Roodepoort Johannesburg South Africa

Investigating Accountant

Pendragon Capital Limited Barringtons House 283 Rokeby Road Subiaco WA 6000

Australian Legal Adviser

Price Sierakowski Corporate Level 24, 44 St Georges Terrace Perth WA 6000

Sri Lankan Legal Adviser

Varners Level 14, West Tower World Trade Center Echelon Square, Colombo 00100 Sri Lanka

ASX Code

WVL

Website

www.windimurravanadium.com.au

Corporate Adviser

Trident Capital Pty Ltd Level 24, 44 St Georges Terrace Perth WA 6000

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

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3. INVESTMENT OVERVIEW

This Section 3 provides a summary only of the Offers and is not intended to provide full information. Investors should read and consider this Prospectus in its entirety before making a decision on whether or not to invest in the Company.

3.1 The Company

The Company is a mineral exploration company currently subject to a deed of company administration ( DOCA ). The Company is listed on the ASX however its securities have been suspended from trading since 11 February 2009.

As part of the administration process the Company has sold or otherwise disposed of essentially all of its assets except for its application for mining lease M58/272 ( Windimurra Tenement ) located in Western Australia which is prospective for vanadium. Reinstatement to trading on the ASX is subject to, among other things, the Windimurra Tenement being granted which the Company expects to occur within 2 Business Days of the Closing Date.

In addition, the Company has recently entered into an option agreement under which the Company has an opportunity to acquire numerous exploration licenses located in Sri Lanka which are prospective for heavy mineral sands. Exercise of the option is subject to several conditions including Shareholder approval and re-compliance with Chapters 1 and 2 of the Listing Rules as if the Company were applying for admission to the Official List of the ASX.

Further details of the Company’s history and its current and potential projects are set out in Section 6 .

3.2 Structure of the Offers

The Company is undertaking the following 3 conditional offers of Shares under this Prospectus:

Public Offer : The offer to the public of up to 250,000,000 Shares at an issue price of $0.01 each to raise $2,500,000 before costs.
Conversion Offer : The offer to the First Noteholders of 100,000,000 Shares (20,000,000 each) for no additional consideration pursuant to the conversion of the First Notes under which the Company has previously been advanced the sum of $500,000 from the First Noteholders.
Strategic Offer : The offer to the Strategic Investors of 30,000,000 Shares (6,000,000 Shares each) for nil consideration to facilitate completion of the Recapitalisation Proposal.

All Shares issued under the Offers will rank equally with existing Shares on issue and will otherwise be on the terms set out in Section 12.1 .

The Offers are conditional upon the satisfaction of the conditions referred to in Section 5.2 .

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3.3 Purpose of the Offers

The principal purpose of the Offers is to:

facilitate the reinstatement of the Company’s securities to trading on the ASX;
pay various costs associated with the Offers;
pay the consideration payable to the Claimant Group under the Deferred Mining Agreement as part of the process for obtaining the grant of the Windimurra Tenement;
pay the amounts payable to the Deed Administrators under the DOCA to terminate the DOCA and fully release the Company from its liabilities to the Creditors; and
implement the Company’s expenditure plans outlined in Section 3.4 .

3.4 Expenditure plans

The Company proposes to raise $2,500,000 pursuant to the Public Offer. The Company intends to apply the funds raised under the Public Offer as follows (exclusive of any GST payable):


Expenditure plans	Year 1	Year 2	Total


Assuming the Company exercises the Call Option1

Payments to the Claimant Group in accordance with the Deferred Mining Agreement	$300,000	$50,000	$350,000
Payments to the Deed Administrators in accordance with the DOCA	$480,000	-	$480,000
Exploration on and evaluation of the Windimurra Tenement	$150,000	$150,000	$300,000
Due diligence on the Srinel Shares and the Sri Lankan Project	$50,000	-	$50,000
Exploration on the Sri Lankan Project	$150,000	$200,000	$350,000
Repayment of the Third Note	$250,000	-	$250,000
Remaining expenses of the Offers and the Recapitalisation Proposal2	$340,000	-	$340,000

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General working capital	$200,000	$180,000	$380,000
Total funds utilised	$1,920,000	$580,000	$2,500,000

Assuming the Company does not exercise the Call Option1

Payments to the Claimant Group in accordance with the Deferred Mining Agreement	$300,000	$50,000	$350,000
Payments to the Deed Administrators in accordance with the DOCA	$480,000	-	$480,000
Exploration on and evaluation of the Windimurra Tenement	$150,000	$150,000	$300,000
Due diligence on the Srinel Shares and the Sri Lankan Project	$50,000	-	$50,000
Review and evaluation of new projects and assets	$150,000	$200,000	$350,000
Repayment of the Third Note	$250,000	-	$250,000
Remaining expenses of the Offers and the Recapitalisation Proposal2	$340,000	-	$340,000
General working capital	$200,000	$180,000	$380,000
Total funds utilised	$1,920,000	$580,000	$2,500,000

Notes:

Please see Section 11.4 for further information on the Option Agreement.
Total expenses of the Offers including all aspects of the Recapitalisation Proposal (excluding GST) are approximately $585,000 (please refer to Section 12.7 for further details). However, of this amount, approximately $240,000 has already been paid by the Company, leaving the Company with approximately $345,000 (plus any GST) to pay on expenses using the funds raised under the Public Offer.

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

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Whilst the Directors are satisfied that upon completion of the Offers the Company will have sufficient working capital to meet its stated objectives, investors should be aware that the Company may use and expend its cash reserves more quickly than contemplated. This may or may not leave the Company in a negative cash flow situation which may ultimately affect the value of the Company’s Shares.

Further, any future investments that may be contemplated by the Company may exceed the current or projected working capital of the Company. Accordingly, any such acquisition may need to be funded by debt and/or equity issues, as required and may be subject to Shareholder approvals (if required).

3.5 Indicative timetable

The indicative timetable for the Offers is as follows:

Event	Date
Lodgement of this Prospectus with ASIC	4 April 2014
Opening Date	14 April 2014
Closing Date	24 April 2014
Payment to Claimant Group and lodgement of State Deed with DMP
	28 April 2014

Grant of Windimurra Tenement	29 April 2014
Issue of Shares under this Prospectus	29 April 2014
DOCA effectuated and Deed Administrators retire	30 April 2014
Re-commencement of trading of Shares on ASX	5 May 2014

The date of quotation of the Shares on ASX is subject to ASX approval. The dates shown in the table above are indicative only and may vary subject to the Corporations Act, the Listing Rules and other applicable laws. In particular, the Company reserves the right to vary the Opening Date and the Closing Date without prior notice, which may have a consequential effect on the other dates. Applicants are therefore encouraged to lodge the applicable Application Form(s) as soon as possible after the Opening Date if they wish to invest in the Company. The Company also reserves the right not to continue with the Offers at any time before the issue of Shares to successful applicants. The issue of Shares under the Offers will occur as soon as practicable after the Closing Date. Please refer to Section 5.7 for further details.

3.6 Capital structure

The proposed capital structure of the Company upon completion of the Offers is set out in the following table:

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	Number of Shares	Percentage holding
Basis for issue

Shares on issue at date of Prospectus	19,284,366	4.83%
Shares issued under Public Offer	250,000,000	62.61%
Shares issued under Conversion Offer	100,000,000	25.05%
Shares issued under Strategic Offer	30,000,000	7.51%
Total	399,284,366	100%

Notes:

The Company does not have any Options on issue.

The following table sets out the proposed capital structure of the Company assuming that the Company does not exercise the Call Option:

	Number of Shares	Percentage holding
Basis for issue

Assuming the Third Note is redeemed for cash and Shares by the Company
Shares on issue at date of Prospectus	19,284,366	4.29%
Shares issued under Public Offer	250,000,000	55.58%
Shares issued under Conversion Offer	100,000,000	22.23%
Shares issued under Strategic Offer	30,000,000	6.67%
Shares issued under Second Convertible Note Agreements1
	20,000,000	4.45%

Shares issued under Third Convertible Note Agreement2
	30,500,000	6.78%

Total	449,784,366	100%
Assuming the Third Note is converted into Shares by the Third Noteholder
Shares on issue at date of Prospectus	19,284,366	4.06%
Shares issued under Public Offer	250,000,000	52.66%
Shares issued under Conversion Offer	100,000,000	21.06%
Shares issued under Strategic Offer	30,000,000	6.32%

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Shares issued under Second Convertible Note Agreements1
	20,000,000	4.21%

Shares issued under Third Convertible Note Agreement2
	55,500,000	11.69%

Total	474,784,366	100%

Notes:

The key terms of the Second Convertible Note Agreements are set out in Section 11.6 . The issue of these Shares will be subject to Shareholder approval.
The key terms of the Third Convertible Note Agreement are set out in Section 11.5 . The issue of these Shares will be subject to Shareholder approval.
The Company does not have any Options on issue.
The above table assumes that no other Shares are issued prior to the conversion of the Second Notes and the Third Notes.

The following table sets out the proposed capital structure of the Company assuming that the Company obtains certain Shareholder and regulatory approvals (including recompliance with Chapters 1 and 2 of the Listing Rules) and exercises the Call Option, and Milestones 1 and 2 are ultimately satisfied under the Option Agreement:

	Number of Shares	Percentage holding
Basis for issue

Assuming the Third Note is redeemed for cash and Shares by the Company
Shares on issue at date of Prospectus	19,284,366	2.27%
Shares issued under Public Offer	250,000,000	29.42%
Shares issued under Conversion Offer	100,000,000	11.77%
Shares issued under Strategic Offer	30,000,000	3.53%
Shares issued under Second Convertible Note Agreements1
	20,000,000	2.35%

Shares issued under Third Convertible Note Agreement2
	30,500,000	3.59%

Shares issued under Option Agreement3	400,000,000	47.07%
Total	849,784,366	100%
Assuming the Third Note is converted into Shares by the Third Noteholder
Shares on issue at date of Prospectus	19,284,366	2.20%
Shares issued under Public Offer	250,000,000	28.58%

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Shares issued under Conversion Offer	100,000,000	11.43%
Shares issued under Strategic Offer	30,000,000	3.43%
Shares issued under Second Convertible Note Agreements1
	20,000,000	2.29%

Shares issued under Third Convertible Note Agreement2
	55,500,000	6.34%

Shares issued under Option Agreement3	400,000,000	45.73%
Total	874,784,366	100%

Notes:

The key terms of the Second Convertible Note Agreements are set out in Section 11.6 . The issue of these Shares will be subject to Shareholder approval.
The key terms of the Third Convertible Note Agreement are set out in Section 11.5 . The issue of these Shares will be subject to Shareholder approval.
The key terms of the Option Agreement are set out in Section 11.4 . Under the Option Agreement, 200m Shares are to be issued to Cuprum upon the Company satisfying Milestone 1 and a further 200m Shares are to be issued to Cuprum upon the Company satisfying Milestone 2. The issue of these Shares will be subject to Shareholder approval.
The Company does not have any Options on issue.
The above table assumes that no other Shares are issued prior to the satisfaction of Milestones 1 and 2, including any Shares that may be issued as part of the Company re-complying with Chapters 1 and 2 of the Listing Rules.

3.7 Business model

Following the onset of the Company’s financial difficulties leading to its administration in 2009, the Company has undergone a significant restructure which has, among other things, seen the Company sell or otherwise dispose of nearly all of its previously held assets and enabled the Company to isolate the liabilities connected with its previous operations to those under the DOCA. Upon ASX Reinstatement, the Company will have fully satisfied those liabilities and it will no longer be subject to the DOCA, essentially giving the Company a fresh platform from which to build its business.

The Company’s business model is to enhance Shareholder wealth by undertaking exploration work programmes on mineral projects it holds or intends to acquire an interest in, while continuing to evaluate additional exploration projects both within Australia and overseas. These projects may be in commodities other than vanadium and mineral sands.

The Company currently has interests in the following 2 projects which it intends to explore and evaluate in line with its business model:

• Windimurra Project

The Company has retained its 100% interest in the application for Western Australian mining lease M58/272 ( Windimurra Tenement ) located in the Murchison Goldfield in Western Australia. Under the ASX’s conditions to the Company’s ASX Reinstatement, the Company is required to obtain the grant

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of the Windimurra Tenement prior to ASX Reinstatement which it anticipates achieving within 2 Business Days of the Closing Date.

Upon ASX Reinstatement, the Company will deploy a suitable management team to explore and potentially develop the Windimurra Tenement. The management team will also investigate the value of the Windimurra Tenement in light of its proximity to the vanadium mine ( Windimurra Vanadium Mine ) currently owned by Atlantic Limited. The Directors note, however, that a significant fire occurred at the Windimurra Vanadium Mine in February 2014 and it is understood that it may take approximately 9 months for the plant to be re-built.

The geological features upon which the Windimurra Vanadium Mine is located extend into the Windimurra Tenement. As a result of its strategic location, the Company intends to conduct exploration activities on the Windimurra Tenement with a view to determining whether or not an economic resource exists. In the event that an economic resource is defined on the Windimurra Tenement, the Company will consider the possibility of processing the ore at the Windimurra Vanadium Mine or selling the ore to the owners of the Windimurra Vanadium Mine on a mine gate sale basis.

Further information on the Windimurra Tenement can be found in Section 6.2 .

• Sri Lankan Project

The Company has entered into an option agreement ( Option Agreement ) with Cuprum Holdings Limited ( Cuprum ) under which Cuprum has granted the Company the sole and exclusive option to acquire 100% of the issued capital of Srinel Holdings Limited ( Srinel ). Srinel is an unlisted company registered in Mauritius which owns 13 mining tenements prospective for heavy mineral sands in Sri Lanka ( Sri Lankan Project ).

Following ASX Reinstatement, the Company intends to continue its due diligence investigations into the Sri Lankan Project. If the Company is satisfied with its findings, the Company will seek the approval of Shareholders and regulatory authorities to exercise the Call Option. The Company has been advised by ASX that, prior to exercising the Call Option, the Company is required to re-comply with Chapters 1 and 2 of the Listing Rules as if it were applying for admission to the Official List of ASX. Whilst the Company is proceeding on the basis that re-compliance is required, it intends to re-confirm ASX’s position on this requirement closer to the time of any proposed exercise of the Call Option.

The Sri Lankan Project spans approximately 14% of Sri Lanka’s entire coastline. Previous auger drilling has been conducted on parts of the Sri Lankan Project which has identified the existence of heavy mineral enrichment and the potential for high grade mineral sands resources. There is potential for the auger drilling to enable a JORC resource calculation and, therefore, it is expected that limited further exploration is required to achieve this outcome.

The key terms of the Option Agreement are set out in Section 11.4 and further information on the Sri Lankan Project can be found in Section 6.3 as

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well as the Independent Geologist’s Report in Section 8 and the Lawyer’s Report on Sri Lankan Tenements in Section 9 .

3.8 Key risks

Before deciding on whether to apply for Shares under this Prospectus, investors should read this Prospectus in its entirety and consider the key risk factors summarised in the table below. The table below should not be taken as an exhaustive list of the risks faced by the Company. Investors should refer to the risk factors set out in full in Section 7 before making a decision on whether or not to subscribe for Shares under this Prospectus.

Risk	Description	Section
Termination of the DOCA	If the terms and conditions of the DOCA are not satisfied then the Company may be placed back into administration or proceed to being wound up. Any Application monies received would be returned to applicants in accordance withSection 5.8.	7.1(a)
Grant of the Windimurra Tenement	If the Windimurra Tenement is not granted then the Company will fail to satisfy the conditions to ASX Reinstatement and Application Monies will be returned to applicants in accordance withSection 5.8.	7.1(b)
Re-compliance with Chapters 1 and 2	ASX has advised that the Company is required to re- comply with Chapters 1 and 2 of the Listing Rules prior to exercising the Call Option. If the Company is unable to satisfy this requirement then the Call Option may lapse and the Company will forfeit the Option Fee. In order to re-comply with Chapters 1 and 2 the Company may be required to raise additional funds to satisfy the “assets test”. These may require the Company to issue additional Shares which would dilute Shareholders. Further, the Company’s issued Share capital may need to be consolidated so that its Shares can be re-listed on the ASX at a price no less than $0.20 each. The requirement to re-comply with Chapters 1 and 2 would incur additional costs for the Company which would in turn reduce its cash reserves.	7.2(a)
Dilution and reduced cash reserves	The acquisition of the Sri Lankan Project will potentially result in a significant dilution of Shareholders and a significant reduction in the Company’s cash reserves as a result of paying the consideration. The Company may also be required to raise additional capital in order to make the cash payments which may further dilute then existing Shareholders. In addition, following ASX Reinstatement the	7.2(b)

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	Company will seek Shareholder approval to the issue of Shares under the Third Convertible Note Agreement (summarised inSection 11.5). If Shareholders do not approve the issue of Shares then the Company may be required to use its placement capacity under the Listing Rules to issue the Shares and repay the balance in cash, or otherwise repay the whole amount advanced in cash. This will potentially reduce the Company’s cash reserves and, if applicable, deplete its placement capacity under the Listing Rules which will in turn affect the Company’s ability to raise capital.
Sri Lankan country risk	If the Call Option is exercised, the Company will be subject to the risks associated with operating in Sri Lanka, including various levels of political, economic and other risks and uncertainties. Sri Lanka had been subject to a 26 year civil war which concluded in May 2009. Since the end of this conflict the government has enacted an ambitious program of economic development projects. In addition to efforts to reconstruct the economy, the government has resettled more than 95% of those civilians displaced during the final phase of the conflict and released the vast majority of the Liberation Tigers of Tamil Eelam (LTTE) combatants captured by the Government Security Forces.	7.2(c)
Access to Sri Lankan Tenements	The right of the holder of a Sri Lankan exploration license to enter onto the license to explore for minerals is subject to the consent of the occupier of the land and, where the land is proximate to certain specified locations, the ministry responsible for the protection of such locations.	7.2(d)
Windimurra Vanadium Mine	A significant fire occurred at the Windimurra Vanadium Mine in February 2014 and it is understood by the Company that it may take approximately 9 months for the plant to be re-built. This may impact on the Company’s ability to benefit from the Windimurra Tenement’s proximity to the Windimurra Vanadium Mine.	7.3(a)

3.9 Key financial information

On 11 February 2009, the securities of the Company were suspended from official quotation on the ASX and on 18 February 2009 the Administrators were appointed as administrators of the Company.

At a meeting of the Creditors on 9 December 2009, the Creditors resolved that the Company enter into a Deed of Company Arrangement which was executed on 31 December 2009 ( Initial DOCA ). In or about March 2010, Trident Capital made a

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proposal to reconstruct and recapitalise the Company substantially on the terms of the Recapitalisation Proposal.

At a meeting of the Creditors on 6 May 2010, the Creditors resolved to vary the Initial DOCA in light of Trident Capital’s proposal. Accordingly, on 27 May 2010, the Company and the Administrators executed a Deed of Company Arrangement ( DOCA ) to vary and supersede the Initial DOCA and the Administrators became the administrators of the DOCA ( Deed Administrators ).

The DOCA remains in effect at the date of this Prospectus and, accordingly, the Company has limited relevant trading history and financial performance information. As a result, the Company is not in a position to disclose any key financial ratios other than its balance sheet which is included in the Investigating Accountant’s Report in Section 10 .

It is not possible to evaluate the Company’s future prospects based on past performance. The Directors are confident that the Company’s past performance will not impact on the future operations of the Company.

3.10 Directors

(a) Background

The Directors of the Company are as follows:

Paul Price (Non-Executive Chairman)

Paul is a founding director of the Perth law firm, Price Sierakowski Corporate. Paul is a lawyer with in excess of 25 years of experience. He practices in the corporate and commercial areas and advises national and international clients on capital raising and structuring issues, Corporations Act and Listing Rules compliance and governance issues. Paul has previously served as a director and non-executive chairman of a number of ASX listed companies.

Paula Cowan (Non-Executive Director)

Paula has over 10 years’ experience in business advisory, reconstruction and insolvency in Australia, South Korea and Hong Kong. Prior to commencing her current position at Palisade Business Consulting in 2011, Paula held a senior role at KordaMentha Perth for 7 years and prior to that Ernst & Young for 2 years. During that time, Paula worked on a variety of corporate advisory assignments and formal insolvency administrations.

Paula has experience across a variety of industry sectors, including mining and energy, manufacturing and not-for-profit. Paula’s areas of experience include business reviews, restructuring assignments, three-way financial modelling, cashflow management and company secretarial support services.

KC Ong (Non-Executive Director)

KC is a director of Trident Management Services. He is an alumni from Deakin University, Victoria, holding a Bachelor of Commerce degree, and is a Certified Practicing Accountant. KC has over 25 years of diverse experience in financial management and business advisory to corporations in Australia and South-East Asia.

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(b) Directors’ interests

Other than as disclosed in this Prospectus, no Director or proposed Director holds at the date of this Prospectus or held at any time during the last 2 years, any interest in:

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Offers; or
the Offers.

Further, other than as disclosed in this Prospectus, the Company has not paid any amount or provided any benefit, or agreed to do so, to any Director or proposed Director, either to induce that Director to become, or to qualify them as a Director, or otherwise, for services rendered by them in connection with the formation or promotion of the Company or the Offers.

(c) Directors’ security holdings

Directors are not required to hold any Shares under the Constitution and approval has been obtained for each Director (and/or its nominee) to apply for up to 2,000,000 Shares under the Public Offer.

A summary of the Directors’ Relevant Interests in the securities of the Company are set out below.

				As at completion of Offers2
	As at date of Prospectus	Conversion Offer	Public Offer1
Director


Paul Price	0%	20,000,0003	2,000,000	5.51%
Paula Cowan	0%	0	2,000,000	0.5%
KC Ong	0%	0	2,000,000	0.5%
Total	0%	20,000,000	6,000,000	6.51%

Notes:

Assumes that all Directors (and/or their nominees) apply for and are issued 2,000,000 Shares each under the Public Offer being the maximum number of Shares each Director may apply for under the Public Offer pursuant to the Shareholder approval obtained at the General Meeting.
Assumes full subscription is reached and there is a total of 399,284,366 Shares on issue at completion of the Offers.
Paul Price’s Relevant Interest arises through his shareholding interest in Trident Capital Pty Ltd which will receive 20,000,000 Shares under the Conversion Offer pursuant to conversion of a First Note.

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(d) Directors’ remuneration

The Constitution provides that the Company may pay to the Directors a maximum total amount of directors’ fees (excluding salaries and other employee benefits) as determined by the Company from time to time in general meeting. The current aggregate remuneration for all Directors is a maximum of $480,000 per annum to be apportioned among the Directors in such a manner as they determine.

Other than as set out in this Section 3.10 or elsewhere in this Prospectus, the Directors have not received any financial benefit from the Company in the last 12 months.

The Board has approved directors’ fees of $5,000 per month for the Chairman and $4,000 per month for each other Director for their services, commencing from 1 January 2014.

(e) Agreements with Directors

(i) At the General Meeting, Shareholder approval was obtained to enable the Directors to apply for, and the Company to issue to the Directors, the following numbers of Shares under the Public Offer:
up to 2,000,000 New Shares to Paul Price (and/or his nominee);
up to 2,000,000 New Shares to Paula Cowan (and/or her nominee); and
up to 2,000,000 New Shares to KC Ong (and/or his nominee).
(ii) Each Director has entered into a deed of access, indemnity and insurance with the Company. Under each deed, the Company agrees to:
allow the Director to inspect Board papers in certain circumstances;
indemnify the Director to the extent permitted by the Corporations Act against any liability arising as a result of the Director acting as a Director of the Company; and
maintain insurance policies for the benefit of the Director.
(iii) The Company has entered into a services agreement with Trident Management Services Pty Ltd in relation to the provision of company secretarial, financial accounting and invoicing services to the Company. Paul Price and KC Ong have an interest in the services agreement as a result of their respective shareholding interests in Trident Management Services Pty Ltd. The Company will pay fees to Trident Management Services Pty Ltd under the services agreement in accordance with the following:
$4000 (excluding GST) per month for the following company secretarial services: attendance at board meetings and

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preparation of minutes; liaising with ASX and reviewing ASX announcements; lodgement of ASIC forms and management of corporate governance procedures; and maintaining corporate secretarial volumes.

$200 (excluding GST) per hour for other company secretarial services including assistance with the preparation of prospectuses, capital raising and financial statements, liaising with auditors, tax advisers and other advisers, and due diligence and financial modelling for proposed acquisitions.
$150 (excluding GST) per hour for the following financial accounting services: bookkeeping, accounts payable and receivable; and monthly accruals, creditors, debtors and prepayments; and
$250 (excluding GST) per hour for the following financial accounting services: preparation of monthly management accounts, financial statements, tax workings and budgets; and liaising with auditors, tax advisers and other advisers.
(iv) Paul Price has an interest in the following agreements as a result of his shareholding interests in Trident Capital and Price Sierakowski Pty Ltd (as applicable):
The Company has entered into a First Convertible Note Agreement with Trident Capital under which, having obtained Shareholder approval at the General Meeting, Trident Capital will be issued 20,000,000 Shares upon conversion of its First Note. Further details on the First Convertible Note Agreement are set out in Section 11.7 .
The Company has entered into the Corporate Mandate with Trident Capital in relation to the provision of corporate advisory services to the Company. Further details on the Corporate Mandate are set out in Section 11.8 .
The Company has engaged Price Sierakowski Pty Ltd (trading as Price Sierakowski Corporate) to provide legal services to the Company. Further details of the legal services provided by Price Sierakowski Corporate and the fees paid or payable by the Company for these services are set out in Section 12.4(e) .

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4. CHAIRMAN’S LETTER

Dear Investor,

On behalf of the Board, I am pleased to present you with this Prospectus and an opportunity to become a Shareholder of Windimurra Vanadium Limited.

The Company has successfully obtained the approval of Shareholders to a number of resolutions to give effect to the Recapitalisation Proposal. Once completed, the Recapitalisation Proposal will give the Company a new capital structure with new working capital, and the Company will no longer be subject to the Deed of Company Arrangement ( DOCA ).

The Offers pursuant to this Prospectus are subject to various conditions which are summarised in Section 5.2 .

Since falling into administration, the Company has raised an aggregate of $1,095,000 by issuing the Convertible Notes. These funds have been applied to:

the Option Fee to obtain the Call Option to acquire the Sri Lankan Project;
due diligence investigations into the Sri Lankan Project;
the costs of Native Title negotiations with the Claimant Group to progress the application for the Windimurra Tenement;
the costs of preparing the Company’s audited half yearly and annual financial accounts for each financial period since 31 December 2008; and
various other costs including other costs associated with the Offers and the Recapitalisation Proposal.

The Company proposes to raise $2,500,000 under the Public Offer. These funds will be used to:

facilitate the reinstatement of the Company’s securities to trading on the ASX;
pay various costs associated with the Offers;
pay the consideration payable to the Claimant Group under the Deferred Mining Agreement as part of the process for obtaining the grant of the Windimurra Tenement;
pay the amounts payable to the Deed Administrators under the DOCA to terminate the DOCA and fully release the Company from its liabilities to the Creditors; and
implement the Company’s expenditure plans outlined in Section 3.4

The Company has retained the Windimurra Tenement which, by ASX Reinstatement, is expected to be a fully granted mining lease. The Company intends to explore the Windmurra Tenement to assess its value, particularly in light of its proximity to the neighbouring Windimurra Vanadium Mine.

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In addition, the Company recently entered into the Option Agreement which provides the Company with an exciting opportunity to acquire a suite of mineral sands assets in Sri Lanka. Following ASX Reinstatement, the Company will continue its due diligence investigations into the Sri Lankan Project with a view to completing the acquisition by the end of 2014 in the event that the Company exercises the Call Option.

Details about the risks of investing in the Company are contained in Section 7 and we recommend that investors read these carefully and obtain any necessary professional advice before deciding to invest.

If you do decide to invest in the Company then I would like to welcome you as a Shareholder.

Yours faithfully,

==> picture [177 x 38] intentionally omitted <==

Paul Price Chairman

Windimurra Vanadium Limited

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5. DETAILS OF THE OFFERS

5.1 Structure of the Offers

(a) Public Offer

Under the Public Offer, the Company is offering 250,000,000 Shares to the public at an issue price of $0.01 each to raise $2,500,000 before costs.

There is no allowance for oversubscriptions. The Public Offer is subject to a minimum level of subscription of 250,000,000 Shares.

The Shares to be issued pursuant to the Public Offer are of the same class and will rank equally in all respects with existing Shares on issue. The rights and liabilities attaching to the Shares are further described in Section 12.1 .

Applications for Shares under the Public Offer must be made using the PUBLIC OFFER APPLICATION FORM and must be received by the Company before 5.00pm (WST) on the Closing Date.

The Directors reserve the right to reject any Public Offer Application Form or to allocate any applicant fewer Shares than the number for which the applicant has applied.

(b) Conversion Offer

Under the Conversion Offer, 100,000,000 Shares are being offered to the First Noteholders pursuant to the conversion of the First Notes. Each First Noteholder may apply for 20,000,000 Shares under the Conversion Offer.

The First Noteholders have previously advanced an aggregate amount of $500,000 to the Company in accordance with the terms of the First Convertible Note Agreements. No additional consideration is payable by the First Noteholders when applying for Shares under the Conversion Offer. Please refer to Section 11.7 for further details of the First Convertible Note Agreements.

The Shares to be issued under the Conversion Offer are of the same class and will rank equally in all respects with existing Shares on issue. The rights and liabilities attaching to the Shares are further described in Section 12.1 .

Applications for Shares under the Conversion Offer may only be made by First Noteholders using the CONVERSION OFFER APPLICATION FORM and must be received by the Company before 5.00pm (WST) on the Closing Date.

(c) Strategic Offer

Under the Strategic Offer, the Company is offering 30,000,000 Shares to the Strategic Investors such that each Strategic Offer may apply for 6,000,000 Shares each.

As proponent of the Recapitalisation Proposal, Trident Capital reserves the right to issue up to 30,000,000 Shares to the Strategic Investors for the purpose of facilitating completion of the Recapitalisation Proposal, in

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accordance with the Deed Administrators’ Report issued to Creditors on 27 April 2010.

The Shares to be issued pursuant to the Strategic Offer are of the same class and will rank equally in all respects with existing Shares on issue. The rights and liabilities attaching to the Shares are further described in Section 12.1 .

Applications for Shares under the Strategic Offer may only be made by Strategic Investors using the STRATEGIC OFFER APPLICATION FORM and must be received by the Company before 5.00pm (WST) on the Closing Date.

5.2 Conditions

The Offers made under this Prospectus are subject to the conditions set out below. In the event that any of these conditions are not met within 3 months of the date of this Prospectus, all Application Monies will be returned to applicants without interest as soon as practicable thereafter.

(a) Minimum subscription

The minimum level of subscription for the Public Offer is 250,000,000 Shares to raise $2,500,000. No Shares will be issued under the Offers unless and until the minimum subscription has been raised. Please see Sections 5.4 and 5.8 for further information.

(b) Satisfaction of ASX requirements

The Company has received approval from ASX to have its securities reinstated to trading on the ASX subject to satisfying certain conditions including that the Company obtains the grant of the Windimurra Tenement (please see Section 6.2(b) for further information). The Offers are conditional upon the Company being reasonably satisfied of its ability to satisfy the requirements of the ASX for ASX Reinstatement. Please see Section 5.8 for further information.

(c) Termination of the DOCA

The Offers are conditional upon the Company being reasonably satisfied that there is no impediment to the effectuation and termination of the DOCA. The Directors anticipate that the required payments to the Deed Administrators will be made within 3 Business Days of the Closing Date, at which time the DOCA will terminate fully consummated and the Deed Administrators will retire (please refer to Section 11.1 for further details of the DOCA). Please see Section 5.8 for further information.

5.3 Applications for Shares

(a) Public Offer

If you wish to participate in the Public Offer, you should complete the Public Offer Application Form. Applicants may apply for a minimum parcel of 200,000 Shares, representing a minimum investment of $2,000. Applicants seeking additional Shares must apply thereafter for Shares in multiples of 100,000 (equivalent to $1,000).

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All applications must be completed in accordance with the detailed instructions on the Public Offer Application Form and be accompanied by a cheque or bank cheque drawn on an Australian bank and made payable to “Windimurra Vanadium Limited – Subscription Account” ( Subscription Account ) and should be crossed “Not Negotiable”. No brokerage or stamp duty is payable.

Completed Public Offer Application Forms and accompanying cheques must be received by the Company before 5.00pm (WST) on the Closing Date by either being delivered to, or posted to, the following address:

	Delivered to: Windimurra Vanadium Limited c/- Trident Capital Level 24, St Martins Tower 44 St Georges Terrace PERTH WA 6000	Posted to: Windimurra Vanadium Limited c/- Trident Capital PO Box Z5183 St Georges Terrace PERTH WA 6831

All Application Monies received with duly completed Public Offer Application Forms will be paid into the Subscription Account in accordance with Section 5.8 .

The Company will deal with the Application Monies held in the Subscription Account in accordance with the following instructions of the Directors:

transfer all of the Application Monies received under this Prospectus and held in the Subscription Account to the Company; and
issue the Shares offered under this Prospectus.

An original, completed and lodged Public Offer Application Form together with a cheque for the Application Monies constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in each Public Offer Application Form. The Public Offer Application Form does not need to be signed to be valid.

If the Public Offer Application Form is not completed correctly or if the accompanying payment is for the wrong amount, it may still be treated by the Company as valid. The Directors’ decision as to whether to treat a Public Offer Application Form as valid and how to construe, amend or complete the Public Offer Application Form is final, however an applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque for the Application Monies.

Applicants are encouraged to lodge their Public Offer Application Forms as soon as possible as the Offer may close early without notice.

(b) Conversion Offer

For First Noteholders to apply for Shares under the Conversion Offer they must complete the Conversion Offer Application Form. Conversion Offer Application Forms must be received by the Company before 5.00pm (WST) on the Closing Date by either being delivered to, or posted to, the following address:

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	Delivered to: Windimurra Vanadium Limited c/- Trident Capital Level 24, St Martins Tower 44 St Georges Terrace PERTH WA 6000	Posted to: Windimurra Vanadium Limited c/- Trident Capital PO Box Z5183 St Georges Terrace PERTH WA 6831

An original, completed and lodged Conversion Offer Application Form constitutes a binding and irrevocable offer to subscribe for 20,000,000 Shares. The Conversion Offer Application Form does not need to be signed to be valid.

If the Conversion Offer Application Form is not completed correctly, it may be treated by the Company as valid. The Directors’ decision as to whether to treat a Conversion Offer Application Form as valid and how to construe, amend or complete the Conversion Offer Application Form is final.

(c) Strategic Offer

For Strategic Investors to apply for Shares under the Strategic Offer they must complete the Strategic Offer Application Form. Strategic Offer Application Forms must be received by the Company before 5.00pm (WST) on the Closing Date by either being delivered to, or mailed to, the following address:

	Delivered to: Windimurra Vanadium Limited c/- Trident Capital Level 24, St Martins Tower 44 St Georges Terrace PERTH WA 6000	Posted to: Windimurra Vanadium Limited c/- Trident Capital PO Box Z5183 St Georges Terrace PERTH WA 6831

An original, completed and lodged Strategic Offer Application Form constitutes a binding and irrevocable offer to subscribe for 6,000,000 Shares. The Strategic Offer Application Form does not need to be signed to be valid.

If the Strategic Offer Application Form is not completed correctly, it may be treated by the Company as valid. The Directors’ decision as to whether to treat such an Application Form as valid and how to construe, amend or complete the Strategic Offer Application Form is final.

5.4 Minimum subscription and over-subscription

The Offers are all conditional on the Company achieving the minimum level of subscription for the Public Offer, being 250,000,000 new Shares to raise $2,500,000. No Shares will be issued under the Offers unless and until the minimum subscription has been reached. If the minimum subscription has not been raised within 3 months of the date of this Prospectus, all Application Monies will be refunded without interest in accordance with the Corporations Act.

There is no minimum level of subscription for the Conversion Offer or the Strategic Offer however, as noted above, no Shares will be issued under the Conversion Offer or the Strategic Offer unless and until the minimum subscription is raised under the Public Offer.

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No over-subscriptions will be accepted for any of the Offers.

5.5 No underwriting

The Offers are not underwritten.

5.6 Capital raising fees

In accordance with the Corporate Mandate, the Company will pay a 5% capital raising fee and a 1% management fee to Trident Capital on up to $1,250,000 in funds raised directly by Trident Capital under the Public Offer. Please refer to Section 11.8 for a summary of the Corporate Mandate.

5.7 Allocation and issue of Shares

In respect of the Public Offer, the Directors reserve the right to reject any Application Form or to issue a lesser number of Shares than that applied for. If the number of Shares allocated is less than that applied for, or no issue is made, the surplus Application Monies will be promptly refunded without interest.

The issue of Shares pursuant to this Prospectus will occur as soon as practicable after the Closing Date. Upon the Shares being issued, holding statements will be dispatched to Shareholders as required by ASX. It is the responsibility of applicants to determine their allocation prior to trading in the Shares. Applicants who sell Shares before they receive their holding statement will do so at their own risk.

If Shares are not issued to an applicant, a cheque will be drawn and the relevant Application Monies will be refunded as soon as practicable after the Closing Date.

5.8 Application Monies and failure of conditions

The Application Monies for Shares to be issued pursuant to the Public Offer will be held in the Subscription Account on behalf of applicants until the Shares are issued or, if the Shares are not issued, until the Application Monies are returned to applicants.

If any of the conditions set out in Section 5.2 are not satisfied within 3 months of the date of this Prospectus, all Application Monies will be refunded to applicants in full without interest in accordance with the Corporations Act. All interest earned on Application Monies (including those which do not result in the issue of Shares) will be retained by the Company.

5.9 ASX quotation

The Company’s Shares have been suspended from trading on the ASX since 11 February 2009. The Company will apply to ASX no later than 7 days from the date of this Prospectus to have the Shares to be issued pursuant to this Prospectus quoted on the ASX.

If approval for quotation of the Shares is not granted within 3 months of the date of this Prospectus, all Application Monies will be refunded to applicants in full without interest in accordance with the Corporations Act.

Neither ASX nor ASIC take responsibility for the contents of this Prospectus. The fact that ASX may grant quotation of the Shares issued pursuant to this Prospectus is

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not to be taken in any way as an indication by ASX as to the merits of the Company or the Shares.

5.10 CHESS

The Company participates in the Clearing House Electronic Subregister System ( CHESS ). ASX Settlement Pty Ltd ( ASX Settlement ), a wholly-owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASX Settlement Operating Rules.

ASX Settlement will send a CHESS statement to Shareholders who are broker sponsored as soon as reasonably practicable following the issue of Shares under the Offers. Each CHESS statement will set out the number of Shares issued to the Shareholder under this Prospectus, and provide details of the Shareholder’s holder identification number and the participant identification number of the sponsor. CHESS issue advices will be sent by the Share Registry.

The Share Registry will send a statement to Shareholders who are registered on the Issuer Sponsored sub-register as soon as reasonably practicable following the issue of Shares under the Offers. Each statement will contain the number of Shares issued to the Shareholder under this Prospectus and the Shareholder’s security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes.

5.11 Overseas investors

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or to extend such an invitation. No action has been taken to register this Prospectus or otherwise permit an offer of Shares in any jurisdiction outside Australia. It is the responsibility of non-Australian resident investors to obtain all necessary approvals for the issue to them of Shares offered pursuant to this Prospectus.

5.12 Privacy disclosure

Persons who apply for Shares pursuant to this Prospectus are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess applications for Shares, to provide facilities and services to security holders, and to carry out various administrative functions. Access to the information collected may be provided to the Company’s agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications for Shares will not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder through contacting the Company or the Share Registry.

5.13 Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any

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forecast or financial projection would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projections.

5.14 Taxation

It is the responsibility of all investors to satisfy themselves of the particular taxation treatment that applies to them in relation to the Offers, by consulting their own professional tax advisers. Neither the Company nor its Directors or officers accept any liability or responsibility in respect of the taxation consequences of the matters referred to in this Prospectus.

5.15 Enquiries

Questions relating to the Offers can be directed to the Company on (08) 6211 5099 during normal business hours in Perth, Western Australia.

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6. COMPANY AND PROJECT OVERVIEW

6.1 Background

(a) History

The Company was admitted to the Official List of the ASX on 22 December 1988 as Precious Metals Australia Limited.

By 1998, the Company had commenced development of the Windimurra vanadium project in joint venture with Xstrata (now Glencore Xstrata) ( JV Project ). In 2000 the Company sold its 49% interest in the JV Project to Xstrata following a sharp decline in the vanadium price along with delays in the ramp up of the project.

Xstrata operated the mine between 2000 and 2003 before deciding to close the mine in 2004. The Company disputed Xstrata’s right to close the mine under the terms of the sale of its interest in the JV Project and in 2005 the parties came to an agreement under which, among other things, the Company acquired 100% of the JV Project.

After completing the reacquisition of the JV Project in August 2005, the Company worked to recommence operation of the mine and processing plant. By December 2008 the Company had commenced mining and the plant was to recommence progressive commission in January 2009.

On 9 February 2009, the Company announced that it was negotiating a capital raising and requested a trading halt on its securities. The securities were subsequently suspended on 11 February 2009 as the negotiations continued. As a result of, among other things, the Global Financial Crisis the Company was unable to raise additional capital and on 18 February 2009 the Company was placed into administration.

(b) Administration

On 18 February 2009, the Administrators were appointed as the administrators of the Company pursuant to section 436A of the Corporations Act. The Company’s securities have been suspended from official quotation on the ASX since 11 February 2009.

At a meeting of the Company’s Creditors on 9 December 2009 it was resolved that the Company enter into a Deed of Company Arrangement. On 31 December 2009 the Company and the Administrators executed the Initial DOCA and the Administrators became the administrators of the Initial DOCA.

In or about March 2010, Trident Capital made a proposal to reconstruct and recapitalise the Company substantially on the terms of the Recapitalisation Proposal.

Pursuant to a resolution at a meeting of Creditors held on 6 May 2010 under section 445F of the Corporations Act to consider the variation or termination of the Initial DOCA in light of Trident Capital’s proposal, the Creditors resolved pursuant to section 445A of the Corporations Act that the Company vary the Initial DOCA. On 27 May 2010 the Company and the Administrators executed

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the DOCA to vary and supersede the Initial DOCA and the Administrators became the administrators of the DOCA.

(c) Shareholder approval

On 26 February 2013, the Company convened the Initial General Meeting at which Shareholders were asked to consider and, if thought appropriate, pass resolutions in respect of the following matters:

(i) Consolidation of capital : The consolidation of the Company’s Share capital on a 1 for 8 basis.
(ii) Reduction of capital : The capital reduction of the Company by applying an amount of accumulated losses against Share capital which is considered permanently lost.
(iii) Issue of Shares under the Conversion Offer : The issue of 100,000,000 Shares to the First Noteholders pursuant to the conversion of the First Notes.
(iv) Issue of Shares under the Public Offer : The issue of 200,000,000 Shares at an issue price of $0.01 each to raise $2,000,000 under this Prospectus.
(v) Directors participation in the Public Offer : The right of the Directors to subscribe for up to 2,000,000 Shares each under the Public Offer.
(vi) Issue of Shares under the Strategic Offer : The issue of 30,000,000 Shares to the Strategic Investors to facilitate completion of the Recapitalisation Proposal.

All resolutions in respect of the above matters were approved by Shareholders at the Initial General Meeting. However, due to unforeseen costs and circumstances including extensive negotiations with the Claimant Group in relation to the grant of the Windimurra Tenement and the requirement on the Company to prepare financial reports for each period since its administration, the Company determined that it was necessary to increase the amount to be raised under this Prospectus to $2,500,000 to ensure that it had sufficient cash reserves to satisfy ASX’s conditions to ASX Reinstatement.

Accordingly, on 14 August 2013, the Company convened the General Meeting at which Shareholders were asked to consider and, if thought appropriate, pass resolutions in respect of the following matters:

(i) Issue of Shares under Conversion Offer : The issue of 100,000,000 Shares to the First Noteholders.
(ii) Issue of Shares under Public Offer : The issue of 250,000,000 Shares at an issue price of $0.01 each to raise $2,500,000 under this Prospectus.
(iii) Directors participation in Public Offer : The right of the Directors to subscribe for up to 2,000,000 Shares each under the Public Offer.

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(iv) Issue of Shares under Strategic Offer : The issue of 30,000,000 Shares to the Strategic Investors.

All resolutions in respect of the above matters were approved by Shareholders at the General Meeting.

(d) ASX waivers

The Company has obtained a waiver from ASX in respect of Listing Rule 10.13.3 to extend the time within which the Company may issue Shares to Trident Capital and the Directors (as related parties) from 1 month from the date of the General Meeting to 3 months from the date of the General Meeting. Additional waivers have been obtained to further extend the time by which these Shares must be issued until 30 April 2014. The terms of the ASX waivers were announced to ASX on 11 July 2013, 8 October 2013 and 2 December 2013 respectively.

6.2 Windimurra Project

(a) Retained asset

The Company has retained ownership of its 100% interest in the application for Western Australian mining lease M58/272 ( Windimurra Tenement ) located in the Murchison Goldfield in Western Australia. ASX Reinstatement is conditional on, among other things, the Company obtaining the grant of the Windimurra Tenement. The Company anticipates that the Windimurra Tenement will be granted within 2 Business Days of the Closing Date.

(b) Application process

The Windimurra Tenement is currently at the application stage and is pending grant by the Minister. Although the mining registrar recommended the Windimurra Tenement for grant on 22 January 1998, the land comprising the Windimurra Tenement is subject to a native title claim by the Claimant Group. Therefore, before the Windimurra Tenement can be granted by the Minister, the Company and the Claimant Group are required to comply with the ‘Right to Negotiate’ process under the Native Title Act.

This process requires the parties to negotiate the terms upon which the Windimurra Tenement may be granted. The Company and the Claimant Group have completed their negotiations in accordance with the Native Title Act and, as a result, have entered into the Deferred Mining Agreement (please see Section 11.3 for a summary of the Deferred Mining Agreement).

In accordance with the Deferred Mining Agreement, the Company will pay $300,000 to the Claimant Group in return for the executed State Deed. This document confirms that the parties have come to an agreement with respect to the grant of the Windimurra Tenement. The Company will then immediately lodge the State Deed with the DMP for the document to be registered with the National Native Title Tribunal.

Upon receiving the State Deed, the DMP will also notify the Minister who will consider the grant of the Windimurra Tenement. Although the Minister has discretion over whether or not to grant the Windimurra Tenement under the Mining Act, the Directors are not aware of any circumstances that would

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provide grounds for the Minister to reject the Company’s application. If granted, the Windimurra Tenement will be subject to conditions. Please refer to Section 7.4(d) for further information on this risk.

As the Company is required to obtain the grant of the Windimurra Tenement prior to ASX Reinstatement, the Company will be unable to directly use the funds raised under the Public Offer to pay the $300,000 to the Claimant Group for the State Deed. Accordingly, the Company will enter into a loan agreement with a lender to borrow the amount of $300,000 for the period of time between paying the Claimant Group and obtaining the grant of the Windimurra Tenement. This period of time is estimated to be 1 Business Day. The loan would be on simple terms and only nominal, if any, interest will be payable by the Company to the lender. The loan would be repaid using the funds raised under the Public Offer.

(c) Overview of the Windimurra Tenement

The Windimurra Tenement covers an area of 6.7 square kilometres and is located 80 kilometres east-southeast of Mount Magnet along the Youanmi to Mount Magnet Road in the Murchison Goldfield in Western Australia. The Windimurra Tenement shares three boundaries with Midwest Vanadium Pty Ltd’s tenement, M58/178, which is the source of ore for the Windimurra vanadium mine currently owned by Atlantic Limited ( Windimurra Vanadium Mine ). The Directors note, however, that a significant fire occurred at the Windimurra Vanadium Mine in February 2014 and it is understood that it may take approximately 9 months for the plant to be re-built.

The Windimurra complex is a bowl-shaped, ultramafic to gabbroic intrusion approximately 85 kilometres long (north to south) and 35 kilometres wide (east to west). The complex is cut by a sill-like feature known as the Shepherds Discordant Zone ( SDZ ) which is approximately 600 metres thick, dips 45 degrees west and extends over a strike length of 45 kilometres. The SDZ hosts approximately 50 laterally-continuous bands of vanadiferous and titaniferous magnetite 0.02 to 2.0 metres thick of which the main ore zone is the 80 metre thick basal-interval.

The vanadiferous and titaniferous prospective portion of the SDZ commences 1.5 kilometres along the strike from the Windimurra Vanadium Mine and extends for 600 metres in length however it has yet to be drill tested.

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M58/272
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Figure 1 – Windimurra Vanadium Mine regional geology.

As indicated in Figure 1 , the geological features upon which the Windimurra Vanadium Mine is located extend into the Windimurra Tenement. As a result of its strategic location, the Directors believe that it is in the Company’s interests to conduct exploration activities on the Windimurra Tenement with a view to determining whether or not an economic resource exists. In the event that an economic resource is defined on the Windimurra Tenement, the Company will consider the possibility of processing the ore at the Windimurra Vanadium Mine and/or selling the ore to the owners of the Windimurra Vanadium Mine on a mine gate sale basis.

6.3 Sri Lankan Project

(a) Option to acquire Srinel Holdings Limited

The Company recently entered into an option agreement ( Option Agreement ) with Cuprum Holdings Limited ( Cuprum ) under which Cuprum has granted the Company the sole and exclusive option to acquire 100% of the issued capital of Srinel Holdings Limited ( Srinel ). Srinel is an unlisted company registered in Mauritius which owns 13 exploration licenses in

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various coastal districts of Sri Lanka that are prospective for mineral sands ( Sri Lankan Project ).

The group structure of Srinel is as follows:

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Srinel Holdings Limited
Owns 100% of issued capital
Singha Lanka Investments (Private) Limited
Owns 100% of issued capital
Supreme Solutions Limited
100% legal and beneficial owner
Sri Lankan Tenements
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In consideration of Cuprum granting the Call Option, the Company has paid an option fee of US$500,000 to Cuprum. Following ASX Reinstatement, the Company will finalise its due diligence on the Sri Lankan Project and it will have until 31 December 2014 to exercise the Call Option. Exercise of the Call Option is subject to the Company obtaining all necessary Shareholder and regulatory approvals, including by re-complying with Chapters 1 and 2 of the Listing Rules.

The purchase price is comprised of the following:

Consideration	Amount / Number	When paid / Comments
Option fee	US$500,000	Paid upon execution of the Option Agreement using funds raised under the Third Note.
Cash reimbursement	$50,000 (approximately)	To be paid at completion of the Option Agreement in reimbursement of expenditure reasonably incurred by Cuprumonthe Sri Lankan

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		Tenements since 1 January 2014 Agreement.
Shares (Milestone 1)	200,000,000	To be issued upon, and subject to, the Company achieving: (a) a JORC inferred mineral resource of 10 million tonnes of heavy mineral content of not less than 5% discovered; (b) a JORC inferred mineral resource of ore other than heavy mineral content of not less than 5% discovered with an equivalent value to (a) above; or (c) a JORC inferred mineral resource of any combination of ore with an equivalent value to (a) above.
Shares (Milestone 2)	200,000,000	To be issued upon, and subject to, the Company achieving: (a) a JORC inferred mineral resource of 20 million tonnes of heavy mineral content of not less than 5% discovered; (b) a JORC inferred mineral resource of ore other than heavy mineral content of not less than 5% discovered with an equivalent value to (a) above; or (c) a JORC inferred mineral resource of any combination of ore with an equivalent value to (a) above.
Cash (Milestone 3)	US$500,000	To be paid upon, and subject to, the Company obtaining a grant of one or more mining licences in respect of all or part of the land the subject of the Sri Lankan Tenements.
Cash (Milestone 4)	US$2,500,000	To be paid upon, and subject to the Company commencing commercial production or extraction of minerals in respect of any of the Sri Lankan Tenements.

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(b) Geology of Sri Lankan Project

Please refer to the Independent Geologist’s Report in Section 8 for details on the geological setting of the Sri Lankan Project and the prospectivity for heavy mineral sands on the Sri Lankan Tenements.

(c) Legal information on Sri Lankan Tenements

Please refer to the Lawyer’s Report on Sri Lankan Tenements in Section 9 for legal information on the Sri Lankan Tenements.

6.4 Future acquisitions

A portion of the Company’s assets will be comprised of cash. As such, disclosure is required regarding the expertise of the current Directors and, more specifically, how this level of expertise will assist the Company in making investment decisions.

The Directors have a broad range of commercial and public company experience. The Directors also have broad experience in project development, finance and corporate transactions for various listed and non-listed entities, which will be relevant to the assessment of potential projects for the Company. The Directors consider that their contacts and relevant experience will provide assistance in attracting and securing new projects for investment and acquisition.

The Directors are committed to the highest standards of corporate governance and they will make themselves readily available to meet the requirements of the Company and its operations going forward. The Directors will ensure that they devote sufficient time, attention and skill to the duties of their position and the Company’s business.

Investment strategies may be adopted as and when suitable opportunities are identified by the Board. The Company may be subject to additional risks in the future relating to these investments that cannot be identified as at the date of this Prospectus.

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7. RISK FACTORS

As with any share investment, there are risks associated with an investment in the Company. The numerous risk factors are both of a specific and a general nature. Some can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated.

This Section 7 identifies the major areas of risk associated with an investment in the Company, but should not be taken as an exhaustive list of the risk factors to which the Company and its Shareholders are exposed. Potential investors should read the entire Prospectus and consult their professional adviser before deciding whether to apply for Shares.

7.1 Risks to ASX Reinstatement

(a) Termination of the DOCA

As the Company is currently subject to a Deed of Company Arrangement, there is a risk that if the terms and conditions of the DOCA are not satisfied then the Company may proceed into liquidation. The terms and conditions of the DOCA are summarised in Section 11.1 . However, if the DOCA is not terminated then investors will be repaid their Application Monies in accordance with Section 5.8 .

(b) Grant of the Windimurra Tenement

ASX requires the Company to obtain the grant of the Windimurra Tenement prior to being reinstated to the ASX (please refer to Section 6.2(b) for further information). Although the Directors are not aware of any reason why the Minister would reject the application for the Windimurra Tenement, the Minister has discretion under the Mining Act to grant or refuse a mining lease as it thinks fit.

In addition, if the Company is unable to obtain a short term loan for the amount of $300,000 to be paid to the Claimant Group in accordance with Section 6.2(b) then it will not receive the State Deed and the Windimurra Tenement will not be granted.

In any event, however, if the Windimurra Tenement is not granted then investors will be repaid their Application Monies in accordance with Section 5.8 .

(c) Deadline to issue Shares

The Company has obtained waivers from ASX to extend the time within which the Company must issue the Shares offered under this Prospectus to 30 April 2014. The terms of the ASX waivers were announced to ASX on 11 July 2013, 8 October 2013 and 2 December 2013. As at the date of this Prospectus, the Directors anticipate that Shares will be issued under this Prospectus on 29 April 2014. However, if circumstances arise which are likely to make it difficult or impossible for the Company to issue the Shares by 30 April 2014 (such as delays caused by external factors or ASIC extending the Exposure Period), then the Company will need to apply to ASX for a waiver in

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respect of the Listing Rules to extend this deadline further. There is no guarantee that ASX would grant such a waiver.

In the event that the Company is unable to issue the Shares by 30 April 2014, and ASX does not grant a waiver, the Company may be required to return to Shareholders to refresh the approvals for issuing the Shares offered under this Prospectus. In any event, however, if the Shares are not issued and quoted on the ASX within 3 months of the date of this Prospectus then applicants will be repaid their Application Monies in accordance with Section 5.9 .

(d) Deadline to complete Reconstruction Deed

On 27 May 2010, the Company entered into a reconstruction deed ( Reconstruction Deed ) with the Administrators and Trident Capital to document the proposed structure of the Recapitalisation Proposal. Under the Reconstruction Deed, the Company is required to complete the Public Offer and obtain conditional approval from ASX to ASX Reinstatement by 30 April 2014. If circumstances arise which are likely to make it difficult or impossible for the Company to satisfy these conditions by 30 April 2014 (such as delays caused by external factors or ASIC extending the Exposure Period), then the Company will need to request an extension of this deadline from the Administrators. There is no guarantee that the Administrators would agree to such an extension.

In the event that the Company is unable to satisfy the conditions to the Reconstruction Deed by 30 April 2014, and the Administrators do not agree to an extension, the Company may proceed into liquidation. In any event, however, if the Shares are not issued and quoted on the ASX within 3 months of the date of this Prospectus then applicants will be repaid their Application Monies in accordance with Section 5.9 .

7.2 Risks of the Sri Lankan Project

(a) Shareholder approval and re-compliance with Chapters 1 and 2

The Company holds an option to acquire the Sri Lankan Project under the Option Agreement (summarised in Section 11.4 ). Exercise of the Call Option is subject to the Company obtaining the approval of Shareholders and all necessary regulatory authorities. ASX has advised that, prior to exercising the Call Option, the Company is required to re-comply with Chapters 1 and 2 of the Listing Rules as if it were applying for admission to the Official List of ASX. If the Company is unable to obtain Shareholder approval to the acquisition, or is unable to meet the requirements of re-complying with Chapters 1 and 2, then the Call Option may lapse and the Company will forfeit the Option Fee.

In order to re-comply with Chapters 1 and 2, the Company may be required to raise additional funds to satisfy the “assets test”. These funds would likely be raised via the issue of Shares which would dilute Shareholders. Further, the Company’s issued Share capital may need to be consolidated so that its Shares can be re-listed on the ASX at a price that is no less than $0.20 each.

The requirement to obtain Shareholder approval will require the Company to prepare and issue a notice of meeting to convene a general meeting of

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Shareholders. This will also require the Company to commission experts to prepare expert reports for inclusion in the notice of meeting. Further, the requirement to re-comply with Chapters 1 and 2 of the Listing Rules will require the Company to satisfy a number of potentially onerous conditions which will likely require the Company to engage the services of its professional advisers. As a result, both processes will incur additional costs for the Company which will in turn reduce its cash reserves.

In addition, Shareholders may be prevented from trading their Shares if the Company is suspended from trading until such time as it does re-comply with Chapters 1 and 2.

(b) Dilution and reduced cash reserves

The consideration payable under the Option Agreement is a combination of Shares and cash, subject to certain performance milestones being satisfied. Therefore, the acquisition of the Sri Lankan Project will potentially result in a significant dilution of then existing Shareholders and a significant reduction in the Company’s cash reserves. The Company may also be required to raise capital in order to make the cash payments which may further dilute then existing Shareholders.

In addition, following ASX Reinstatement the Company will seek Shareholder approval to the issue of Shares under the Third Convertible Note Agreement (summarised in Section 11.5 ). If Shareholders do not approve the issue of Shares then the Company may be required to use its placement capacity under the Listing Rules to issue the Shares and repay the balance in cash, or otherwise repay the whole amount advanced in cash. This will potentially reduce the Company’s cash reserves and, if applicable, deplete its placement capacity under the Listing Rules which will in turn affect the Company’s ability to raise capital.

(c) Sri Lankan country risk

The Sri Lankan Project is located in Sri Lanka and, if the Call Option is exercised, the Company will be subject to the risks associated with operating in that country, including various levels of political, economic and other risks and uncertainties.

Sri Lanka had been subject to a 26 year civil war which concluded in May 2009. Since the end of this conflict the government has enacted an ambitious program of economic development projects. In addition to efforts to reconstruct the economy, the government has resettled more than 95% of those civilians displaced during the final phase of the conflict and released the vast majority of the Liberation Tigers of Tamil Eelam (LTTE) combatants captured by the Government Security Forces.

More general risks include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations that require the employment of local staff or contractors or require other benefits to be provided to local residents.

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Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

Outcomes in courts in Sri Lanka may be less predictable than in Australia, which could affect the enforceability of contracts entered into by the Company or its subsidiaries in Sri Lanka.

The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the operations or profitability of the Company.

(d) Access to Sri Lankan Tenements

As noted in section 7 of the Lawyer’s Report on Sri Lankan Tenements, the right of the holder of an exploration license to enter onto the license to explore for minerals is subject to the consent of the occupier of the land and, where the land is proximate to certain specified locations, the ministry responsible for the protection of such locations.

Under Sri Lankan legislation, the Company may be required to enter into an agreement with the relevant landowner or occupier for the purpose of securing this consent prior to commencing any exploration activities on the affected areas within the Sri Lankan Tenements.

(e)

Restricted areas within Sri Lankan Tenements

Under the conditions of the Sri Lankan Tenements, the holder is not permitted to conduct exploration activities within forest boundaries (for certain licenses), nor any area specifically designated as ancient or protected monuments, archaeological reserves, national heritage wilderness areas, strict natural reserves, national parks, nature reserves, jungle corridors or botanical gardens.

Whilst the Company is not aware of the existence of any such restricted areas within the Sri Lankan Tenements, there is a risk that the Company’s proposed exploration activities on the Sri Lankan Tenements may be affected if any areas within them fall within the above restricted categories.

(f)

Counterparty risk

The Company’s option to acquire the Sri Lankan Project is granted under the Option Agreement. The ability of the Company to complete on the acquisition of the Sri Lankan Project will depend on the performance by Cuprum of its obligations under the Option Agreement. If Cuprum or any other counterparty defaults in the performance of its obligations, it may be necessary for the Company to institute court proceedings to seek a legal remedy. Legal action instituted in Australia or overseas can be costly.

(g) Currency risk

If the Company acquires the Sri Lankan Project, the Company will be exposed to the volatility and fluctuations of the exchange rate between the United States dollar, the Sri Lanka rupee and the Australian dollar.

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7.3 Risks of the Windimurra Project

(a) Windimurra Vanadium Mine

A significant fire occurred at the Windimurra Vanadium Mine in February 2014 and it is understood by the Company that it may take approximately 9 months for the plant to be re-built. This may impact on the Company’s ability to benefit from the Windimurra Tenement’s proximity to the Windimurra Vanadium Mine.

Additionally, even if or once the Windimurra Vanadium Mine is rebuilt, there is no guarantee that the Company will be in a position to take advantage of its strategic location if, for instance, the Company and the owner of the mine are unable to agree to terms of access and use. This may ultimately impact on the value of the Windimurra Tenement.

(b) Native title

The Native Title Act recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people according to their traditional laws and customs. The risks arising because of native title and aboriginal land rights may affect the Company’s ability to gain access to prospective exploration areas to obtain production titles.

Compensatory obligations may be necessary in settling native title claims lodged over any tenements acquired by the Company. The level of impact of these matters will depend, in part, on the location and status of the tenements acquired by the Company. Restrictions that will be placed on the Company will be customary in the industry.

The Windimurra Tenement is subject to a native title claim by the Badimia Native Title Claimant Group ( Claimant Group ). The Company has entered into the Deferred Mining Agreement to set out the compensation payable to the Claimant Group and the permissible conduct on the Windimurra Tenement. Prior to commencing productive mining on the Windimurra Tenement, the Company must also negotiate a comprehensive mining agreement with the Claimant Group and there is no guarantee that an amicable agreement will be reached. Please refer to Section 11.3 for a summary of the Deferred Mining Agreement.

7.4 Other specific risks

(a) Exploration risks

Mineral exploration and development is a speculative and high-risk undertaking that may be impeded by circumstances and factors beyond the control of the Company. Among other things, success in this process involves:

discovery and proving-up, or acquiring, an economically recoverable resource or reserve;
access to adequate capital throughout the acquisition/discovery and project development phases;

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securing and maintaining title to mineral exploration projects;
obtaining required development consents and approvals necessary for the acquisition, mineral exploration, development and production phases; and
accessing the necessary experienced operational staff, the applicable financial management and recruiting skilled contractors, consultants and employees.

There can be no assurance that exploration of the Windimurra Tenement or any other exploration properties that may be acquired in the future (including, for example, the Sri Lankan Tenements) will result in the discovery of an economic mineral resource. Even if an apparently viable mineral resource is identified, there is no guarantee that it can be economically exploited.

The exploration activities of the Company may be adversely affected by a range of factors including geological conditions, operational risks and changing government laws and regulations. Further, whether positive income flows result from projects on which the Company will expend exploration and development capital is dependent on many factors including successful exploration, establishment of production facilities, cost control, commodity price movements, successful contract negotiations for production and stability in the local political environment.

In addition, significant expenditure may be required to establish necessary metallurgical and mining processes to develop and exploit any mineral reserves identified on the Company’s tenements. There is no assurance that the Company will have sufficient working capital or resources available to do this.

(b) 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 are valid when originally made may change appreciably when further information becomes available. Such resource estimates are by nature imprecise and depend to some extent on interpretations which may, with further exploration, prove to be inaccurate. If the Company encounters ore bodies or formations which differ from those suggested by past sampling and analysis, resource estimates may have to be adjusted and any production plans altered accordingly which may adversely impact the Company’s plans.

(c)

Operations risks

The operations of the Company 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;

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insufficient or unreliable infrastructure, such as power, water and transport;
political or civil unrest, including outbreaks of violence or other hostilities;
difficulties in commissioning and operating plant and equipment;
mechanical failure or plant breakdown;
unanticipated metallurgical problems which may affect extraction costs;
adverse weather conditions;
industrial and environmental accidents;
industrial disputes; and
unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

(d)

Title risk

The Windimurra Tenement will be granted under and governed by the laws of Western Australia and will be subject to conditions, including minimum annual expenditure commitments and reporting requirements. Similar conditions may be applied to future mining tenements acquired by the Company, including the Sri Lankan Tenements which are subject to such conditions. Failure to comply with these conditions may result in forfeiture of the tenement.

Further, as is generally the case with mining tenements, the Windimurra Tenement and the Sri Lankan Tenements are subject to periodic renewal. Whist there is no reason to believe that such renewals will not be granted, the Company cannot guarantee that this will occur. New conditions may also be imposed on the Company’s tenement interests under the renewal process which may adversely affect the Company.

(e) Breaches of financial reporting obligations

The Company went into administration on 18 February 2009 following which it failed to comply with its ongoing financial reporting obligations under Chapter 2M of the Corporations Act. The Company has since lodged all outstanding financial reports with ASIC as announced to ASX on 3 December 2013. Investors should be aware, however, that although the Company is now up to date with its financial reporting requirements, for a significant period of time during its administration the Company was in breach of these obligations which may attract liability under the Corporations Act.

(f) Future profitability

The Company has incurred significant losses in the past, ultimately resulting in the appointment of the Administrators. It is not possible to evaluate the Company’s future prospects based on past performance. The past performance should not impact on the future opportunities of the Company.

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While the Directors have confidence in the future revenue-earning potential of the Company, there can be no certainty that the Company will achieve or sustain profitability or achieve or sustain positive cash flow from its operating activities.

The Company intends to invest in the exploration and development of the Windimurra Tenement and any other mineral interests that it may acquire in the future, such as the Sri Lankan Project. Therefore, it is anticipated that the Company will make losses in the foreseeable future.

(g)

Future acquisitions

Going forward, the Company may make acquisitions of, or significant investments in, other projects in line with its business model. Such transactions are inherently accompanied by risk. In addition, an acquisition may be subject to Shareholder and regulatory approvals, which may include re-compliance with Chapters 1 and 2 of the Listing Rules as with the proposed acquisition of the Sri Lankan Project.

(h) Government and policy changes

Government action or policy changes, both in Australia and Sri Lanka, particularly in relation to lands and infrastructure, compliance with environmental regulations, taxation and royalties, may adversely affect the Company’s operations and financial performance.

(i) Regulatory approvals

Regulatory approvals are generally required prior to any work being undertaken on mining tenements. The granting of such approvals may take time and there is no assurance that the approvals will be granted at all.

(j)

Commodity prices and exchange rates

As the Company’s potential earnings will be largely derived from the sale of mineral commodities, the Company’s future revenues and cash flows will be impacted by changes in the prices and available markets of these commodities. Any substantial decline in the price of those commodities or in transport or distribution costs may have a material adverse effect on the Company and the value of its Shares.

Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include current and expected future supply and demand, forward selling by producers, production cost levels in major mineral producing centres as well as macroeconomic conditions such as inflation and interest rates.

Furthermore, the international prices of most commodities are denominated in United States dollars while the Company’s cost base will be in Australian dollars and, if applicable, Sri Lankan rupee. Consequently, changes in the exchange rate of these currencies will impact on the earnings of the Company. The exchange rate is affected by numerous factors beyond the control of the Company, including international markets, interest rates, inflation and the general economic outlook.

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(k) Environment

The proposed activities of the Company are subject to the laws and regulations concerning the environment. The Company intends to conduct its activities in an environmentally responsible manner and in compliance with all applicable laws. However, complying with environmental laws may be costly and results in delays to the Company’s activities. Further, the Company may be the subject of accidents or unforeseen circumstances that could subject it to extensive liability.

(l) Insurance

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.

7.5 General risks

(a) Economic risks

The future viability of the Company is also dependent on a number of factors which may affect the performance of all industries and not just the exploration and mining industries including, but not limited to, the following:

general economic conditions;
changes in Government policies, taxation and other laws;
the strength of the equity and share markets in Australia and throughout the world and, in particular, investment sentiment towards the commodities sector;
movement in, or outlook on, exchange rates, interest rates and inflation rates; and
natural disasters, social upheaval or war.

(b)

Investment risks

The Shares to be issued pursuant to this Prospectus should be considered speculative due to the nature of the Company’s business. There is no guarantee as to the payment of dividends, return of capital or the market value of the Shares. The prices at which an investor may be able to trade the Shares may be above or below the price paid by the investor for the Shares.

Prospective investors must make their own assessment of the likely risks and determine whether an investment in the Company is appropriate to their own circumstances.

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(c) Share market risks

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. The market price of the Shares may be subject to fluctuation and may be affected by many factors including, but not limited to, the following:

general economic outlook;
interest rates and inflation rates;
currency fluctuations;
commodity price fluctuations;
changes in investor sentiment toward particular market sectors;
the demand for, and supply of, capital; and
terrorism or other hostilities.

There is also no guarantee that an active market in the Shares will develop or that the price of the Shares will increase. There may be relatively few buyers or sellers of Shares on the ASX at any particular time.

(d) Competition risk

The industry in which the Company will be involved is subject to domestic and global competition. While 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, and such activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

(e) Future capital needs

Further funding of projects may be required by the Company to support its ongoing activities and operations. There can be no assurance that such funding will be available on satisfactory terms or at all. Any inability to obtain funding will adversely affect the business and financial condition of the Company and, consequently, its performance.

(f) Dependence on 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. The Company may be detrimentally affected if one or more of the key management or other personnel cease their engagement with the Company.

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8. INDEPENDENT GEOLOGIST’S REPORT

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9. LAWYER’S REPORT ON SRI LANKAN TENEMENTS

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10. INVESTIGATING ACCOUNTANT’S REPORT

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11. MATERIAL CONTRACTS

Set out below is a summary of the material contracts to which the Company is a party that may be material in terms of the Offers, for the operation of the business of the Company, or otherwise may be relevant to a potential investor in the Company.

The whole of the provisions of the agreements are not repeated in this Prospectus and any intending applicant who wishes to gain a full knowledge of the content of the material contracts should inspect the same at the registered office of the Company.

11.1 Deed of Company Arrangement

Pursuant to a resolution at a meeting of Creditors on 9 December 2009 held under section 439A of the Corporations Act, the Company and the Administrators entered into the Initial DOCA on 31 December 2009. Pursuant to section 445A of the Corporations Act, the Initial DOCA was varied and superseded by the DOCA executed on 27 May 2010 and the Administrators became the administrators of the DOCA ( Deed Administrators ).

The material terms of the DOCA are as follows:

(a) Upon the Deed Administrators receiving:
(i) $30,000 ( Deed Administrators’ Sum ) from the Company;
(ii) $450,000 ( Creditors’ Sum ) from the Company; and
(iii) transfer of all of the assets of the Company except for the Windimurra Tenement ( Trust Fund Assets ),

the Deed Administrators will establish the Trust Fund into which it will transfer the Deed Administrators’ Sum, the Creditors’ Sum and the Trust Fund Assets.

(b) Upon the Deed Administrators establishing the Trust Fund and notifying ASIC that the DOCA has been wholly effectuated, the DOCA will terminate and:
(i) the Creditors’ Claims against the Company are replaced with rights under the Creditors’ Trust Deed;
(ii) the Creditors accept their rights under the Creditors’ Trust Deed and will participate in the Trust Fund in full satisfaction of their Claims against the Company; and
(iii) the Company is released from the Claims of the Creditors.
(c) Upon the satisfaction of the DOCA, the Deed Administrators will:
(i) return control of the Company to the directors then in office; and
(ii) retire.

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11.2 Creditors’ Trust Deed

Upon the satisfaction of the DOCA, the Company and the Administrators as trustees of the Trust Fund ( Trustees ) will enter into the Creditors’ Trust Deed (the terms of which are annexed to the DOCA).

The material terms of the Creditors’ Trust Deed are as follows:

(a) The Trustees will hold the Deed Administrators’ Sum, the Creditors’ Sum, the Trust Fund Assets and any income accruing on the assets of the Trust Fund on trust for the Creditors on the terms of the Creditors’ Trust Deed.
(b) The Creditors’ Claims against the Company under the DOCA are converted to Claims to the Trust Fund under the Creditors’ Trust Deed.
(c) The Trustees will distribute the Trust Fund:
(i) firstly, to the Deed Administrators and the Trustees in satisfaction of their fees in administering the DOCA and the Creditors’ Trust Deed; and
(ii) secondly, to the Creditors’ nominee in his capacity as joint and several receiver of the Company.
(d) The Creditors must accept their entitlements under the Creditors’ Trust Deed in full satisfaction and discharge of their Claims against the Trustees or the Trust Fund.
(e) Upon payment of the final dividend to a Creditor:
(i) the Creditors’ Trust Deed will terminate; and
(ii) the Trustees will retire.

11.3 Deferred Mining Agreement

On 17 January 2013, the Company entered into the Deferred Mining Agreement with the Badimia Native Title Claimant Group ( Claimant Group ) in relation to:

(a) the compensation payable to the Claimant Group for any loss of native title rights as a result of the grant of the Windimurra Tenement;
(b) the Company’s obligations and permissible conduct on the Windimurra Tenement in light of Aboriginal heritage and the environment; and
(c) the negotiation of a comprehensive mining agreement with the Claimant Group prior to the commencement of productive mining.

The material terms and conditions of the Deferred Mining Agreement are as follows:

(d) The Deferred Mining Agreement is conditional upon the Company:
(i) obtaining any necessary Shareholder approvals to the transactions contemplated by the Deferred Mining Agreement;

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(ii) receiving conditional approval from ASX for the reinstatement of its securities to the Official List and being reasonably satisfied of its ability to satisfy such conditions; and
(iii) the Company raising a minimum of $300,000 through equity and/or debt financing for the purpose of paying the amount of $300,000 to the Claimant Group ( Initial Payment ).
(e) The Claimant Group agrees to:
(i) the grant of the Windimurra Tenement; and
(ii) the grant of any approval required by the Company in relation to exploration activities on the Windimurra Tenement.
(f) Within 14 days of the conditions being satisfied or waived, the Company will pay the Initial Payment to the Claimant Group in exchange for the executed State Deed.
(g) Subject to the Company’s securities being reinstated to the Official List, the Company will also pay the following amounts to the Claimant Group:
(i) $50,000 on the first, second and third anniversary dates of the date that the Company’s securities recommence trading on the ASX ( Reinstatement Date ) (totalling the 3 Years Payment ); and
(ii) $25,000 (adjusted in accordance with the Consumer Price Index) on the fourth anniversary date of the Reinstatement Date and each anniversary of that date thereafter until the Windimurra Tenement lapses or the Deferred Mining Agreement comes to an end.
(h) If the Windimurra Tenement lapses or the Deferred Mining Agreement comes to an end within 3 years of the Reinstatement Date then the Company must still pay to the Claimant Group the portion of the 3 Years Payment that has not been paid.
(i) The Company must not commence productive mining on the Windimurra Tenement until it enters into a comprehensive mining agreement with the Claimant Group, which will set out, among other things, the compensation payable to the Claimant Group from profits made from the Windimurra Tenement.
(j) The Deferred Mining Agreement may be terminated by the mutual agreement of the parties.

The Deferred Mining Agreement otherwise contains provisions considered standard for agreements of this nature.

11.4 Option Agreement

The Company has entered into an option agreement ( Option Agreement ) with Cuprum Holdings Limited ( Cuprum ) under which Cuprum has granted the Company the sole and exclusive option to acquire 100% of the issued capital ( Srinel Shares ) of Srinel Holdings Limited ( Srinel ). Srinel owns 13 exploration licenses prospective

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for heavy mineral sands in Sri Lanka ( Sri Lankan Tenements ) via a stream of subsidiaries as set out in Section 6.3(a) .

The material terms of the Option Agreement are as follows:

(a) In consideration of the Company paying US$500,000 ( Option Fee ) to Cuprum, Cuprum grants to the Company the sole and exclusive option to acquire the Srinel Shares ( Call Option ).
(b) The purchase price for the Srinel Shares is as follows:
(i) the Option Fee;
(ii) the amount spent by Cuprum in exploration on the Sri Lankan Tenements from 1 January 2014 onwards being reimbursement of expenditure reasonably incurred by Cuprum in assessing, exploring and developing the Tenements estimated to be $50,000;
(iii) 400,000,000 Shares as deferred consideration subject to, and in accordance with, the following Milestones:
- (A) ( Milestone 1 ): 200,000,000 WVL Shares upon the Company achieving:
  - (1) a JORC inferred mineral resource of 10 million tonnes of heavy mineral content of not less than 5% discovered;
  - (2) a JORC inferred mineral resource of ore other than heavy mineral content of not less than 5% discovered with an equivalent value to (1) above;
  - (3) a JORC inferred mineral resource of any combination of ore with an equivalent value to (1) above;
- (B) ( Milestone 2 ): 200,000,000 WVL Shares upon the Company achieving:
  - (1) a JORC inferred mineral resource of 20 million tonnes of heavy mineral content of not less than 5% discovered;
  - (2) a JORC inferred mineral resource of ore other than heavy mineral content of not less than 5% discovered with an equivalent value to (1) above;
  - (3) a JORC inferred mineral resource of any combination of ore with an equivalent value to (1) above; and
(iv) US$2,500,000 as deferred consideration subject to, and in accordance with, the following Milestones:
- (A) ( Milestone 3 ): US$500,000 upon the Company obtaining a grant of one or more mining licences in respect of all or part of the land the subject of the Sri Lankan Tenements; and

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(B) ( Milestone 4 ): US$2,000,000 upon the Company commencing commercial production or extraction of minerals in respect of any of the Sri Lankan Tenements.
(c)
The Call Option will expire on 31 December 2014 ( Expiry Date ).
(d) The Company may terminate the Option Agreement and Cuprum must refund the Option Fee if any of the following occurs prior to the Expiry Date:
(i) a material adverse change;
(ii) Cuprum commits a material breach of the Option Agreement; or
(iii) any of Curpam’s warranties are found to be untrue, inaccurate or misleading in a material respect.
(e) The Company will be entitled to conduct due diligence investigations from the date of the Option Agreement until the Expiry Date.
(f) Exercise of the Call Option will be conditional on:
(i) the Company obtaining all necessary Shareholder approvals to give effect to the Option Agreement, including takeover approval under item 7 of section 611 of the Corporations Act and approval for a change of nature and scale under Listing Rule 11.1.2;
(ii) the Company obtaining all necessary approvals of any regulatory authority to give effect to Option Agreement, including by re-complying with Chapters 1 and 2 of the Listing Rules;
(iii) no material adverse change having occurred; and
(iv) no breach or default by Cuprum of the Option Agreement.
(g) The conduct of Cuprum and Srinel with respect to the Srinel Shares and the Tenements will be subject to standard pre-completion restrictions.
(h) Cuprum gives various warranties and indemnities considered standard for a transaction of this nature.

The Option Agreement otherwise contains provisions considered standard for a transaction of this nature. Please note that if the Company exercises the Call Option then the parties may agree that some of the existing Directors resign and Cuprum nominate the appointment of new directors in their place.

11.5 Third Convertible Note Agreement

To fund the payment of the Option Fee to Cuprum, the Company has entered into a convertible note agreement ( Third Convertible Note Agreement ) with Willis Holdings Limited (a company registered in Mauritius) ( Third Noteholder ) who is associated with Cuprum.

The material terms of the Third Convertible Note Agreement are as follows:

(a) The Third Noteholder will advance AU$555,000 to the Company in consideration of the Company issuing a convertible note ( Third Note ) to the

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Third Noteholder. The Company confirms that full amount of the advance has been received.

(b) The Third Note is unsecured
(c) No interest is payable on the Third Note.
(d) The maturity date ( Maturity Date ) of the Third Note will be the earlier of:
(i) 10 days from the date that completion successfully occurs under the Option Agreement; and
(ii) 125 days from the date that the Company receives the advance (i.e. 23 July 2014).
(e) On or before the Maturity Date, the Third Noteholder may elect to convert the Third Note into Shares at a conversion rate of $0.01 each (i.e. 55,500,000 Shares). Conversion will be subject to any necessary Shareholder approvals.
(f) If the Third Note is not converted by the Maturity Date, then the Third Note will be redeemed by the Company by way of cash payment in the amount of $250,000 and the issue of Shares for the $305,000 balance at a conversion rate of $0.01 each (i.e. 30,500,000 Shares).

The Third Convertible Note Agreement otherwise contains provisions considered standard for agreements of this nature.

11.6 Second Convertible Note Agreements

The Company has entered into Second Convertible Note Agreements with each of the Second Noteholders to procure the advance of $40,000 to pay for costs associated with the Recapitalisation Proposal.

The material terms of the Second Convertible Note Agreements are as follows:

(a) Subject to the Company obtaining all necessary Shareholder approvals under the Corporations Act and the Listing Rules, the Second Notes will be redeemed by conversion into Shares.
(b) Each Second Note will convert into Shares at the rate of one Share for every $0.002 advanced.
(c) The Shares issued on conversion will rank equally in all respects with other Shares on issue at that time.
(d) No interest is payable on the Second Notes.
(e) If the condition in (a) above is not satisfied, the Second Notes will be repayable by paying to each Second Noteholder the amount advanced less the total costs incurred by the Company in respect of the Recapitalisation Proposal on a pro rata basis.
(f) The Second Notes are unsecured.

The Second Convertible Note Agreements otherwise contain provisions considered standard for agreements of this nature.

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11.7 First Convertible Note Agreements

The Company has entered into First Convertible Note Agreements with each of the First Noteholders to procure the advance of $500,000 to pay for costs associated with the Recapitalisation Proposal.

The material terms of the First Convertible Note Agreements are as follows:

(a) Subject to the Company.
(i) obtaining all necessary Shareholder approvals under the Corporations Act and the Listing Rules; and
(ii) being satisfied that it has complied with, or will be able to comply with, ASX’s conditions to ASX Reinstatement,

the First Notes will be redeemed by conversion into Shares.

(b) The Shares will be issued to the First Noteholders at the same time as Shares are issued under the Prospectus.
(c) Each First Note will convert into Shares at the rate of one Share for every $0.005 advanced.
(d) The Shares issued on conversion will rank equally in all respects with other Shares on issue at that time.
(e) No interest is payable on the First Notes.
(f) If the conditions in (a) above are not satisfied, the First Notes will be repayable by paying to each First Noteholder the amount advanced less the total costs incurred by the Company in respect of the Recapitalisation Proposal on a pro rata basis.
(g) The First Notes are unsecured.

The First Convertible Note Agreements otherwise contain provisions considered standard for agreements of this nature.

11.8 Corporate Mandate

The Company has entered into a mandate letter with Trident Capital for the provision of corporate advisory services.

The material terms of the Mandate Letter are as follows:

(a) Trident Capital will act as the Company’s sole corporate adviser providing services in relation to the following:
(i) sourcing and presenting potential assets;
(ii) advice ASIC and ASX regulatory requirements;
(iii) preparation of documents including submission to ASIC and ASX;
(iv) engaging consultants and experts;

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(v) capital raisings;
(vi) investor presentations;
(vii) corporate structure and strategy;
(viii) mergers and acquisitions; and
(ix) sourcing human resources.
(b) Fees payable to Trident Capital for its services under the Corporate Mandate are as follows:
(i) a corporate advisory fee of $15,000 plus GST per month;
(ii) capital raising fees of 5% of the funds raised directly by the Trident group for any future capital raising;
(iii) a facilitation fee of 5% of the value of any asset or project introduced by Trident that is acquired by the Company; and
(iv) all reasonable out-of-pocket expenses to be approved by the Company in advance.
(c) The Company has given warranties in favour of Trident Capital in relation to compliance with regulatory requirements, no current pending litigation, and the full appraisal of its financial position.
(d) The Company has agreed to indemnify Trident Capital against any claims arising from its role as corporate adviser.

The Corporate Mandate otherwise contains provisions considered standard for an agreement of this nature. Please note that Trident Capital will procure subscriptions for 50% of the amount to be raised under the Public Offer and, accordingly, capital raising fees payable to Trident Capital will amount to $75,000.

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12. ADDITIONAL INFORMATION

12.1 Rights and liabilities attaching to the Shares

The following is a general description of the more significant rights and liabilities attaching to the Shares. This summary is not exhaustive. Full details of provisions relating to rights attaching to the Shares are contained in the Corporations Act, Listing Rules and the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

Ranking of Shares

At the date of this Prospectus, all shares are of the same class and rank equally in all respects. Specifically, the Shares issued pursuant to this Prospectus will rank equally with existing Shares on issue.

Voting rights

Subject to any special rights or restrictions (at present there are none), at any meeting each member present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each Share held.

Dividend rights

Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.

Variation of rights

The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.

Transfer of Shares

Subject to the Constitution, the Corporations Act or any other applicable laws of Australia and Listing Rules, the Shares are freely transferable. The Directors may refuse to register a transfer of Shares only in limited circumstances, such as where the Company has a lien on those Shares.

General meetings

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

Non-marketable parcels

The Constitution provides for the sale of unmarketable parcels subject to any applicable law and provided a notice is given to the minority Shareholders stating that the Company intends to sell their relevant Shares unless an exemption notice is received by a specified date.

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Rights on winding up

If the Company is wound up, the liquidator may, with the sanction of a special resolution;

divide among the Shareholders the whole or any part of the Company’s property; and
decide how the division is to be carried out between the Shareholders.

12.2 Corporate governance

This summary identifies the main corporate governance policies and practices adopted by the Board. The Board and the management team are committed to high standards of corporate governance in the performance of their duties.

Where possible and having regard to the size and nature of the Company’s operations, the Board has adopted the Corporate Governance Principles and Recommendations (Second Edition) ( ASX Recommendations ) issued by the ASX’s Corporate Governance Council. Those of the ASX Recommendations that the Company does not comply with are set out in the table below:

	ASX principle and recommendation		Reason for non- compliance
No.		Company’s position

2.	Structure the Board to add value
2.1	A majority of the Board should be independent of Directors.	The Board has considered the guidance to Principle 2:Structure the Board to _Add Value_and in particular, Box 2.1, which contains a list of “relationships affecting independent status”. Currently the Board is structured as follows: -Paul Price (Non- Executive Chairman); -Paula Cowan (Non- Executive Director); and -KC Ong (Non- Executive Director). The Board seeks to nominate persons for appointment to the Board who have the qualification, experience and skills to augment the capabilities of the Board.	Given the size and nature of the Company, the Board considers the composition of the Board is appropriate at this stage.

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	ASX principle and recommendation		Reason for non- compliance
No.		Company’s position


2.4	The Board should establish a Nomination Committee.	The Company currently does not have a separate Nomination Committee. The roles and responsibilities of a Nomination Committee are currently undertaken by the full Board.	Given the size and nature of the Company, the Board considers it is appropriate for the role of the Nomination Committee to be performed by the Board at this stage.
4.	Safeguard integrity in financial reporting
4.2	The Audit Committee should be structured so that it: • consists only of Non-Executive Directors; • consists of a majority of independent Directors; • is chaired by an independent chair, who is not chair of the Board; and • has at least 3 members.	The Company currently does not have a separate Audit Committee. The roles and responsibilities of an Audit Committee are currently undertaken by the full Board.	Given the size and nature of the Company, the Board considers it is appropriate for the role of the Audit Committee to be performed by the Board at this stage.
8.	Remunerate fairly and responsibly
8.1	The Board should establish a Remuneration Committee.	The Company has not established a separate Remuneration Committee. The roles and responsibilities of a Remuneration Committee are currently undertaken by the full Board.	Given the size and nature of the Company’s operations, the Board considers it is appropriate for the role of the Remuneration Committee to be performed by the Board at this stage.

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	ASX principle and recommendation		Reason for non- compliance
No.		Company’s position

8.2	The Remuneration Committee should be structured so that it: • consists of a majority of independent Directors; • is chaired by an independent Director; and • has at least 3 members.	The roles and responsibilities of a Remuneration Committee are currently undertaken by the full Board.	Given the size and nature of the Company, the Board considers it is appropriate for the role of the Remuneration Committee to be performed by the Board at this stage.

The role of the Board

The Board is responsible for:

setting and reviewing strategic direction and planning;
reviewing financial and operational performance;
making sure that necessary resources are available to meet the Company’s objectives;
identifying principal risks and reviewing risk management strategies; and
considering and reviewing significant capital investments and material transactions.

In exercising its responsibilities, the Board recognises that there are many stakeholders in the operations of the Company, including employees, Shareholders, co-ventures, the government and the community.

The Board has delegated responsibility for the business operations of the Company to the Managing Director who is accountable to the Board.

Composition of the Board

The current Board comprises 3 Directors. The Board seeks to nominate persons for appointment to the Board who have the qualifications, experience and skills to augment the capabilities of the Board.

Security Trading Policy

In accordance with Listing Rule 12.9, the Company has adopted a trading policy ( Trading Policy ) which sets out the following information:

closed periods in which directors, employees and contractors of the Company must not deal in the Company’s securities;

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trading in the Company’s securities which is not subject to the Trading Policy; and

• the procedures for obtaining written clearance for trading in exceptional circumstances. The Trading Policy will be available on the Company’s website at www.windimurravanadium.com.au.

12.3 Continuous disclosure

The Company is a “disclosing entity” for the purposes of Part 1.2A of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations which require it to disclose to ASX any information which it is or becomes aware of concerning the Company and which a reasonable person would expect to have a material effect on the price or value of the securities of the Company. The Company’s Shares are currently suspended and as such there is no current market price available.

12.4 Interests of experts and advisers

(a) No interest except as disclosed

Other than as set out below or elsewhere in this Prospectus, no persons or entity 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 holds at the date of this Prospectus, or held at any time during the last 2 years, any interest in:

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion, or the Offers; or
the Offers,

and the Company has not paid any amount or provided any benefit, or agreed to do so, to any of those persons for services rendered by them in connection with the formation or promotion of the Company or the Offers.

(b)

Corporate adviser

Trident Capital has acted as corporate adviser to the Company in relation to the Offers and the Recapitalisation Proposal. Total fees paid or payable to Trident Capital for work done in respect of the Offers and the Recapitalisation Proposal are estimated to be approximately $150,000 plus GST. Fees payable to Trident Capital have been charged in accordance with the Corporate Mandate (please see Section 11.8 for further details).

(c)

Independent Geologist

GeoActiv (Pty) Ltd has prepared the Independent Geologist’s Report included in Section 8 of this Prospectus. Total fees payable to GeoActiv (Pty) Ltd for work done in relation to this Prospectus are approximately $20,000.

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(d) Investigating accountant

Pendragon Capital Limited has prepared the Investigating Accountant’s Report included in Section 10 . Total fees payable to Pendragon Capital Limited for work done in relation to this Prospectus are approximately $20,000 plus GST.

(e) Australian legal adviser

Price Sierakowski Corporate has acted as Australian lawyers to the Company in relation to the Offers and the Recapitalisation Proposal. Total fees paid or payable to Price Sierakowski Corporate for work done in respect of the Offers and the Recapitalisation Proposal including documentation, negotiations and advice in relation to the DOCA and the administration process, the Reconstruction Deed and the restructure of the Company, the Convertible Note Agreements, notices for the Initial General Meeting and the General Meeting, the Deferred Mining Agreement and the ‘Right to Negotiate’ process, the grant of the Windimurra Tenement, this Prospectus and various other matters, are estimated to be approximately $200,000 plus GST. Additional legal fees in relation to the Offers may be incurred by the Company subsequent to the lodgement of this Prospectus and will be charged at Price Sierakowski Corporate’s normal hourly rates.

(f) Sri Lankan legal adviser

Varners has prepared the Lawyer’s Report on Sri Lankan Tenements included in Section 9 of this Prospectus. Total fees payable to Varners for work done in relation to this report are approximately $5,000.

(g) Auditor

KPMG remains as the Company’s auditor and has been and will be paid for these services on its normal hourly rates.

(h) Share Registry

Computershare Investor Services remains the Company’s Share Registry and has been and will be paid for these services on its normal commercial rates.

12.5 Consents

(a) Trident Capital

Trident Capital has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as corporate adviser to the Company in respect of the Offers in the form and context in which it is named, together with all references to it in this Prospectus

(b) GeoActiv (Pty) Ltd

GeoActiv (Pty) Ltd has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as independent geologist for the purpose of the Independent Geologist’s Report in Section 8 in the form and context in which it is named, together with all reference to that report in this Prospectus.

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(c) Pendragon Capital Limited

Pendragon Capital Limited has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as investigating accountant for the purpose of the Investigating Accountant’s Report in Section 10 in the form and context in which it is named, together with all references to that report in this Prospectus.

(d) Price Sierakowski Corporate

Price Sierakowski Corporate has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as Australian legal adviser to the Company in respect of the Offers in the form and context in which it is named.

(e) Varners

Varners has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as Sri Lankan legal adviser to the Company for the purpose of the Lawyer’s Report on Sri Lankan Tenements in Section 9 in the form and context in which it is named, together with all reference to that report in this Prospectus.

(f) KPMG

KPMG has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as auditor to the Company in the form and context in which it is named, together with all references to it in this Prospectus. KPMG has not had any involvement in the preparation of any part of this Prospectus other than being named as auditor.

(g) Computershare Investor Services

Computershare Investor Services has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the share registry to the Company in the form and context in which it is named, together with all references to it in this Prospectus. Computershare Investor Services has not had any involvement in the preparation of any part of this Prospectus other than being named as the Share Registry.

(h)

Basis of consents

Each of the parties named as providing consents above:

did not authorise or cause the issue of this Prospectus;
does not make, or purport to make, any statement in this Prospectus nor is any statement in this Prospectus based on any statement by any of those parties other than as specified in this Section 12.5 ; and
to the maximum extent permitted by law, expressly disclaims any responsibility or liability for any part of this Prospectus other than a reference to its name and a statement contained in this Prospectus with the consent of that party as specified in this Section 12.5 .

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12.6 Deed Administrators

12.7 Expenses of the Offers

The estimated expenses of the Offers including all aspects of the Recapitalisation Proposal (excluding any GST) are as follows:

Expense	Amount
Corporate advisory fees	$150,000
Independent geologist’s fees	$20,000
Investigating accountant’s fees	$20,000
Australian legal fees	$200,000
Sri Lankan legal fees	$5,000
Audit, accounting and tax fees	$100,000
ASIC, ASX and other fees	$15,000
Commissions associated with the Public Offer	$75,000
Total	$585,000

12.8 Electronic Prospectus

Pursuant to Class Order 00/044, 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 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 Forms. If you have not, please contact the Company on (08) 6211 5099 and the Company will send you, free of charge, 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 Company’s website at www.windimurravanadium.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 Forms, 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.

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12.9 Litigation

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

12.10 Taxation

It is the responsibility of all investors to satisfy themselves of the particular taxation treatment that applies to them in relation to the Offers, by consulting their own professional tax advisers. Neither the Company nor any of its Directors or officers accepts any liability or responsibility in respect of the taxation consequences of the matters referred to above.

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13. 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 ASIC and has not withdrawn that consent.

Signed for and on behalf of the Company on 4 April 2014.

==> picture [104 x 47] intentionally omitted <==

Paula Cowan Director Windimurra Vanadium Limited

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14. DEFINITIONS

In this Prospectus:

Administrators means Darren Gordon Weaver, Andrew John Saker and Martin Bruce Jones of Ferrier Hodgson of Level 26, 108 St Georges Terrace, Perth, Western Australia 6000 in their capacity as administrators of the Company.

Application Form means a Public Offer Application Form, a Conversion Offer Application Form and/or a Strategic Offer Application, as the context requires.

Application Monies means the amount of money in dollars and cents payable for Shares at $0.01 per Share pursuant to the Public Offer.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as the context requires.

ASX Reinstatement means reinstatement of the Company’s securities to quotation on the Official List of the ASX.

ASX Settlement means ASX Settlement Pty Limited ACN 008 504 532.

ASX Settlement Operating Rules means the settlement and operating rules of ASX Settlement.

Board means the board of Directors of the Company from time to time.

Business Day means a day on which banks are open for business in Perth, Western Australia excluding a Saturday, Sunday or public holiday.

Call Option means the call option to acquire the Srinel Shares granted by Cuprum in favour of the Company under the Option Agreement.

CHESS means the Clearing House Electronic Subregister System operated by ASX Settlement.

Claim means a debt payable by, or a claim against, the Company (present or future, certain or contingent, ascertained or sounding only in damages) being debts or claims the circumstances giving rise to which occurred on or before 18 February 2009 that would be admissible to proof against the Company in accordance with Division 6 of Part 5.6 of the Corporations Act, if the Company had been wound up and the winding up is taken to have commenced on 18 February 2009.

Claimant Group means the Badimia Native Title Claimant Group of care of Yamatji Marlpa Aboriginal Corporation, PO Box 3072, Adelaide Terrace, Perth, Western Australia 6832.

Closing Date means the date that the Offers close which is 5.00pm (WST) on 24 April 2014 or such other time and date as the Directors determine.

Company means Windimurra Vanadium Limited ACN 009 131 533 (Subject to Deed of Company Arrangement).

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Constitution means the constitution of the Company.

Conversion Offer means the offer of 100,000,000 Shares to the First Noteholders under this Prospectus pursuant to the conversion of the First Notes.

Conversion Offer Application Form means a Conversion Offer application form in the form accompanying this Prospectus pursuant to which First Noteholders may apply for Shares under the Conversion Offer.

Convertible Note Agreements means the First Convertible Note Agreements, the Second Convertible Note Agreements and the Third Convertible Note Agreement.

Convertible Notes means the First Notes, Second Notes and Third Note.

Corporate Mandate means the mandate letter between the Company and Trident Capital as summarised in Section 11.8 .

Corporations Act means the Corporations Act 2001 (Cth).

Creditor means any person having a Claim against the Company that has been accepted by the Administrators.

Creditors’ Sum means the amount of $450,000.

Creditors’ Trust Deed means the Creditors’ trust deed to be entered into by the Trustees and the Company as summarised in Section 11.2 .

Cuprum means Cuprum Holdings Limited (Company No. 110639C2/GBL), a company registered in Mauritius, of Vuna House, 53 Duperre Street, Quatre Bornes, Mauritius.

Deed Administrators means Darren Gordon Weaver, Andrew John Saker and Martin Bruce Jones of Ferrier Hodgson of Level 26, 108 St Georges Terrace, Perth, Western Australia 6000 in their capacity as administrators of the DOCA.

Deed Administrators’ Sum means the amount of $30,000.

Deferred Mining Agreement means the deferred mining agreement dated 17 January 2013 between the Company and the Claimant Group as summarised in Section 11.3 .

Director means a director of the Company.

DMP means the Department of Mines and Petroleum.

DOCA means the deed of company arrangement dated 27 May 2010 between the Deed Administrators and the Company as summarised in Section 11.1 .

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by ASIC by not more than 7 days pursuant to section 727(3) of the Corporations Act.

First Convertible Note Agreement means a convertible note agreement between the Company and a First Noteholder as summarised in Section 11.7 .

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First Note means a convertible note issued to a First Noteholder under a First Convertible Note Agreement.

First Noteholder means a holder of a First Note under a First Convertible Note Agreement.

General Meeting means the general meeting of Shareholders held on 14 August 2013 as referred to in Section 6.1(c) .

Independent Geologist’s Report means the independent geologist’s report prepared by GeoActiv (Pty) Ltd and included in Section 8 .

Initial DOCA means the deed of company arrangement dated 31 December 2009 between the Deed Administrators and the Company which was varied and superseded by the DOCA.

Initial General Meeting means the general meeting of Shareholders held on 26 February 2013 as referred to in Section 6.1(c) .

Investigating Accountant’s Report means the investigating accountant’s report prepared by Pendragon Capital Limited and included in Section 8 .

JORC or JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Resources, 2012 Edition.

Lawyer’s Report on Sri Lankan Tenements means the lawyer’s report on the Sri Lankan Tenements prepared by Varners and included in Section 9 .

Listing Rules means the ASX Listing Rules published and distributed by the ASX.

Milestone 1 , 2 , 3 and 4 have the meanings given in Section 11.4(a) and Milestones means any one or more of them, as the context requires.

Mining Act means the Mining Act 1978 (WA).

Minister means the Minister charged with the administration of the Mining Act from time to time.

Native Title Act means the Native Title Act 1993 (Cth).

Offer means the Public Offer, the Conversion Offer and/or the Strategic Offer, as the context requires.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Official List means the official list of the ASX.

Opening Date means the first date for receipt of completed Application Forms which is 9:00am (WST) on 14 April 2014 or such other time and date as the Directors determine.

Option means an option to acquire a Share.

Option Agreement means the option agreement between the Company and Cuprum in relation to the Call Option as summarised in Section 11.4 .

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Option Fee means the US$500,000 paid by the Company to Cuprum in accordance with the Option Agreement.

Prospectus means this prospectus dated 4 April 2014.

Public Offer means the offer of up to 250,000,000 Shares to the public at $0.01 each pursuant to this Prospectus to raise $2,500,000 before costs.

Public Offer Application Form means a Public Offer application form in the form accompanying this Prospectus pursuant to which investors may apply for Shares under the Public Offer.

Reconstruction Deed means the reconstruction deed dated 27 May 2010 between the Administrators, the Company and Trident Capital in relation to the Recapitalisation Proposal.

Recapitalisation Proposal means the proposal for the recapitalisation of the Company approved by Shareholders at the Initial General Meeting and the General Meeting as described in Section 6.1(c) .

Relevant Interest has the meaning given in the Corporations Act.

Second Convertible Note Agreement means a convertible note agreement between the Company and a Second Noteholder as summarised in Section 11.6 .

Second Note means a convertible note issued to a Second Noteholder under a

Second Convertible Note Agreement.

Second Noteholder means a holder of a Second Note under a Second Convertible Note Agreement.

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

Shareholder means a holder of Shares.

Share Registry means Computershare Investor Services Pty Ltd ACN 078 279 277.

Singha Lanka Investments (Private) Limited means Singha Lanka Investments (Private) Limited, a company registered in Sri Lanka, of Level 33, West Tower, World Trade Center, Colombo 01, Sri Lanka.

Sri Lankan Project or Sri Lankan Tenements means the 13 exploration licenses located in Sri Lanka that are prospective for heavy mineral sands, as listed in Appendix A of the Lawyer’s Report on Sri Lankan Tenements.

Srinel means Srinel Holdings Limited (Company No. 110643C2/GBL), a company registered in Mauritius, of Vuna House, 53 Duperre Street, Quatre Bornes, Mauritius.

Srinel Shares means all of the fully paid ordinary shares in the capital of Srinel.

State Deed means the pro forma state deed prepared by the Department of Mines and Petroleum to be entered into by the Company and the Claimant Group in relation to the grant of the Windimurra Tenement.

Strategic Investors means the following parties:

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(a) Gersec Trust Reg (and/or its nominee);
(b) WF Asian Smaller Companies Fund Limited (and/or its nominee);
(c) Hillbrow Investments Limited (and/or its nominee);
(d) George Robinson (and/or his nominee); and
(e) Paul Bate (and/or his nominee).

Strategic Offer means the offer of 30,000,000 Shares to the Strategic Investors under this Prospectus to facilitate completion of the Recapitalisation Proposal.

Strategic Offer Application Form means a Strategic Offer application form in the form accompanying this Prospectus pursuant to which Strategic Investors may apply for Shares under the Strategic Offer.

Subscription Account means the Company’s bank account titled “Windimurra Vanadium Limited – Subscription Account” which has been established for the purpose of holding the Application Monies.

Supreme Solutions Limited means Supreme Solutions Limited, a company registered in Sri Lanka, of Level 33, West Tower, World Trade Center, Colombo 01, Sri Lanka.

Third Convertible Note Agreement means the convertible note agreement between the Company and the Third Noteholder as summarised in Section 11.5 .

Third Note means the convertible note issued to the Third Noteholder under the Third Convertible Note Agreement.

Third Noteholder means Willis Holdings Limited, a company registered in Mauritius, being the holder of the Third Note under the Third Convertible Note Agreement.

Trident Capital means Trident Capital Pty Ltd ACN 100 561 733.

Trust Fund means the trust fund established by the Trustees in accordance with the Creditors’ Trust Deed, which will contain the Deed Administrators’ Sum, the Creditors’ Sum, the Trust Fund Assets and any income accruing on the assets of the Trust Fund.

Trust Fund Assets means all of the assets of the Company except for the Windimurra Tenement.

Trustees means Darren Gordon Weaver, Andrew John Saker and Martin Bruce Jones of Ferrier Hodgson of Level 26, 108 St Georges Terrace, Perth, Western Australia 6000 in their capacity as trustees of the Trust Fund.

Windimurra Project or Windimurra Tenement means Western Australian mining lease M58/272.

Windimurra Vanadium Mine means the Windimurra vanadium mine located in Western Australia, currently owned by Atlantic Limited.

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

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PUBLIC OFFER APPLICATION FORM

Windimurra Vanadium Limited ACN 009 131 533

(Subject to Deed of Company Arrangement)

Please read all instructions on the reverse of this form

A Number of Shares applied for (Minimum of 200,000 Shares then multiples of 100,000 Shares) A$
at $0.01 per Share
You may be allocated all of the Shares above or a lesser number

Share Registrars Use Only Broker reference – Stamp only Broker Code Adviser Code

B Total amount payable by cheque(s) for Shares
C Full name details, title, given name(s) (no initials) and surname or Company name

D Tax File Number(s) Or exemption category

Name of applicant 1

Name of applicant 2 or

Name of applicant 3 or

E Write Your Full Postal Address Here

Number/Street

Suburb/Town

F Contact Details Contact Name Contact telephone number ( ) State/postcode

G Chess HIN (if applicable)

H Cheque payment details please fill out your cheque details and make your cheque is payable to “Windimurra Vanadium Limited – Subscription Account”

Drawer Cheque Number BSB Number

Account Number Total amount of cheque $

I You should read the Prospectus dated 4 April 2014 carefully before completing this Application Form. The Corporations Act prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form).

I/We declare that:

(a) I/we agree to the terms and conditions of the Prospectus dated 4 April 2014 and I/we are eligible to apply for Shares under the Prospectus dated 4 April 2014 having regard to all applicable securities laws;
(b) this Application Form is completed according to the declaration/appropriate statements on the reverse of this form and I/we agree to be bound by the constitution of Windimurra Vanadium Limited; and
(c) I/we have received personally a copy of this Prospectus accompanied by or attached to this Application Form or a copy of this Application Form or a direct derivative of this Application Form, before applying for Shares.

Return of this Application Form with your cheque for the Application Monies will constitute your offer to subscribe for Shares in the Company under the Public Offer. Please note that the Company will not accept electronic lodgement of Application Forms or electronic funds transfer.

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Guide to the Public Offer Application Form

This Application Form relates to the offer of Shares in Windimurra Vanadium Limited pursuant to the Prospectus dated 4 April 2014. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of Windimurra Vanadium Limited and it is advisable to read this document before applying for Shares. A person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable), and an Application Form on request and without charge.

Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the Application Form. Further particulars in the correct forms of resistible titles to use on the Application Form are contained in the table below.

A Insert the number of Shares you wish to apply for. The application must be for a minimum of 200,000 Shares and thereafter in multiples of 100,000 Shares.
B Insert the relevant account Application Monies. To calculate your Application Monies, add the number of Shares applied for multiplied by $0.01.
C Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of a company. Up to three joint applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and address in the same format as that presently registered in the CHESS system.
D Enter your Tax File Number (TFN) or exemption category. Where applicable please enter the TFN for each joint applicant. Collection of TFNs is authorised by taxation laws. Quotation for your TFN is not compulsory and will not affect your application.
E Please enter your postal address for all correspondence. All communications to you from the Shares Registry will be mailed to the person(s) and address as shown. For Joint applicants, only one address can be entered.
F Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your application.
G Windimurra Vanadium Limited will apply to the ASX to participate in CHESS, operated by ASX Settlement Pty Ltd, a wholly owned subsidiary of ASX Limited. In CHESS, the Company will operate an electronic CHESS subregister of securities holdings and an electronic issuer sponsored subregister of securities holdings. Together the two subregisters will make up the Company’s principal register of securities. The Company will not be issuing certificates to applicants in respect of securities issued.

If you are CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities issued to you under this Application Form in uncertified form on the CHESS subregister, complete section G or forward your Application Form to your sponsoring participant for completion of this section prior to lodgement. Otherwise, leave section G blank and on issue, you will be sponsored by the Company and an SRN will be allocated to you. For Further information refer to the relevant section of the Prospectus.

H Please complete cheque details as requested.

Make your cheque payable to “Windimurra Vanadium Limited – Trust Account” in Australian currency and cross it “Not Negotiable”. Your cheque must be drawn on an Australian Bank, and the amount should agree with the amount shown in section B.

Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application Form being rejected.

I Before completing the Application Form the applicant(s) should read the Prospectus to which the Application Form relates. By lodging the Application Form, the applicant(s) agrees that this Application Form is for shares in Windimurra Vanadium Limited upon and subject to the terms of this Prospectus, and agrees to take any number of Shares equal to or less than the number of Shares indicated in section A that may be issued to the applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Lodgement of Application Forms: Return your completed Application Form with cheque(s) attached to:

	Delivered to: Windimurra Vanadium Limited c/- Trident Capital Level 24, St Martins Tower 44 St Georges Terrace PERTH WA6000	Posted to: Windimurra Vanadium Limited c/- Trident Capital PO Box Z5183 St Georges Terrace PERTH WA6831

Application Forms must be received no later than 5.00pm (WST) on 24 April 2014 which may be changed immediately after the Opening Date at any time at the discretion of the Company

Correct form of Registrable Title

Note that only legal entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to Windimurra Vanadium Limited. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable title may be included by way of an account designation if completed exactly as described in the example of correct forms of registrable title below:

the example of correct forms of registrable title below:
Type of Investor	Correct form of Registrable Title	Incorrect form of Registrable Title
Individual - Use Names in full,no initials	Mr John Alfred Smith	JA Smith
Minor ( a person under the age of 18) Use the name of a responsible adult, do not use the name of a minor.	John Alfred Smith	Peter Smith
Company - Use Company title, not abbreviations	ABC Pty Ltd	ABC P/L ABC Co
Trusts - Use trustee(s) personal name(s), do not use the name of the trust	Mrs Sue Smith	Sue Smith Family Trust
Deceased Estates - Use executor(s) person name(s), do not use the name of	Ms Jane Smith	Estate of Late John
the deceased		Smith
Partnerships - Use partners personal names, do not use the name of the partnership	Mr John Smith & Mr Michael Smith	John Smith and Son

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CONVERSION OFFER APPLICATION FORM

Windimurra Vanadium Limited ACN 009 131 533

(Subject to Deed of Company Arrangement)

Please read all instructions on the reverse of this form

A Number of Shares applied for

B Full name details, title, given name(s) (no initials) and surname or Company name

Name of applicant 1

Name of applicant 2 or

Name of applicant 3 or D Write Your Full Postal Address Here

Number/Street Suburb/Town F Chess HIN (if applicable)

Share Registrars Use Only Broker reference – Stamp only Broker Code Adviser Code C Tax File Number(s) Or exemption category E Contact Details Contact Name Contact telephone number ( ) State/postcode

G You should read the Prospectus dated 4 April 2014 carefully before completing this Application Form. The Corporations Act prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form).

I/We declare that:

(a) I/we agree to the terms and conditions of the Prospectus dated 4 April 2014 and I/we are eligible to apply for Shares under the Prospectus dated 4 April 2014 having regard to all applicable securities laws;
(b) this Application Form is completed according to the declaration/appropriate statements on the reverse of this form and I/we agree to be bound by the constitution of Windimurra Vanadium Limited; and
(c) I/we have received personally a copy of this Prospectus accompanied by or attached to this Application Form or a copy of this Application Form or a direct derivative of this Application Form, before applying for Shares.

Return of this Application Form will constitute your offer to subscribe for Shares in the Company under the Conversion Offer. Please note that the Company will not accept electronic lodgement of Application Forms or electronic funds transfer.

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Guide to the Conversion Offer Application Form

A Insert the number of Shares you wish to apply for.
B Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of a company. Up to three joint applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and address in the same format as that presently registered in the CHESS system.
C Enter your Tax File Number (TFN) or exemption category. Where applicable please enter the TFN for each joint applicant. Collection of TFNs is authorised by taxation laws. Quotation for your TFN is not compulsory and will not affect your application.
D Please enter your postal address for all correspondence. All communications to you from the Shares Registry will be mailed to the person(s) and address as shown. For Joint applicants, only one address can be entered.
E Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application Form.
F Windimurra Vanadium Limited will apply to the ASX to participate in CHESS, operated by ASX Settlement Pty Ltd, a wholly owned subsidiary of ASX Limited. In CHESS, the Company will operate an electronic CHESS subregister of securities holdings and an electronic issuer sponsored subregister of securities holdings. Together the two subregisters will make up the Company’s principal register of securities. The Company will not be issuing certificates to applicants in respect of securities issued.

If you are CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities issued to you under this Application Form in uncertified form on the CHESS subregister, complete section F or forward your Application Form to your sponsoring participant for completion of this section prior to lodgement. Otherwise, leave section F blank and on issue, you will be sponsored by the Company and an SRN will be allocated to you. For Further information refer to the relevant section of the Prospectus.

G Before completing the Application Form the applicant(s) should read the Prospectus to which the Application Form relates. By lodging the Application Form, the applicant(s) agrees that this Application Form is for shares in Windimurra Vanadium Limited upon and subject to the terms of this Prospectus, and agrees to take any number of Shares equal to or less than the number of Shares indicated in section A that may be issued to the applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Lodgement of Application Forms: Return your completed Application Form to:

	Delivered to: Windimurra Vanadium Limited c/- Trident Capital Level 24, St Martins Tower 44 St Georges Terrace PERTH WA6000	Posted to: Windimurra Vanadium Limited c/- Trident Capital PO Box Z5183 St Georges Terrace PERTH WA6831

Application Forms must be received no later than 5.00pm (WST) on 24 April 2014 which may be changed immediately after the Opening Date at any time at the discretion of the Company

Correct form of Registrable Title

exactly as described in the example of correct forms of registrable title below:
Type of Investor	Correct form of Registrable Title	Incorrect form of Registrable Title
Individual - Use Names in full,no initials	Mr John Alfred Smith	JA Smith
Minor ( a person under the age of 18) Use the name of a responsible adult, do not use the name of a minor.	John Alfred Smith	Peter Smith
Company - Use Company title, not abbreviations	ABC Pty Ltd	ABC P/L ABC Co
Trusts - Use trustee(s) personal name(s), do not use the name of the trust	Mrs Sue Smith	Sue Smith Family Trust
Deceased Estates - Use executor(s) person name(s), do not use the	Ms Jane Smith	Estate of Late John
name of the deceased		Smith
Partnerships - Use partners personal names, do not use the name of the partnership	Mr John Smith & Mr Michael Smith	John Smith and Son

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STRATEGIC OFFER APPLICATION FORM

Windimurra Vanadium Limited ACN 009 131 533

(Subject to Deed of Company Arrangement)

Please read all instructions on the reverse of this form

A Number of Shares applied for

B Full name details, title, given name(s) (no initials) and surname or Company name

Name of applicant 1

Name of applicant 2 or

Name of applicant 3 or D Write Your Full Postal Address Here

Number/Street Suburb/Town F Chess HIN (if applicable)

I/We declare that:

(a) I/we agree to the terms and conditions of the Prospectus dated 4 April 2014 and I/we are eligible to apply for Shares under the Prospectus dated 4 April 2014 having regard to all applicable securities laws;
(b) this Application Form is completed according to the declaration/appropriate statements on the reverse of this form and I/we agree to be bound by the constitution of Windimurra Vanadium Limited; and
(c) I/we have received personally a copy of this Prospectus accompanied by or attached to this Application Form or a copy of this Application Form or a direct derivative of this Application Form, before applying for Shares.

Return of this Application Form will constitute your offer to subscribe for Shares in the Company under the Strategic Offer. Please note that the Company will not accept electronic lodgement of Application Forms or electronic funds transfer.

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Guide to the Strategic Offer Application Form

A Insert the number of Shares you wish to apply for.
B Write the full name you wish to appear on the statement of shareholdings. This must be either your own name or the name of a company. Up to three joint applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and address in the same format as that presently registered in the CHESS system.
C Enter your Tax File Number (TFN) or exemption category. Where applicable please enter the TFN for each joint applicant. Collection of TFNs is authorised by taxation laws. Quotation for your TFN is not compulsory and will not affect your application.
D Please enter your postal address for all correspondence. All communications to you from the Shares Registry will be mailed to the person(s) and address as shown. For Joint applicants, only one address can be entered.
E Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application Form.
F Windimurra Vanadium Limited will apply to the ASX to participate in CHESS, operated by ASX Settlement Pty Ltd, a wholly owned subsidiary of ASX Limited. In CHESS, the Company will operate an electronic CHESS subregister of securities holdings and an electronic issuer sponsored subregister of securities holdings. Together the two subregisters will make up the Company’s principal register of securities. The Company will not be issuing certificates to applicants in respect of securities issued.

If you are CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities issued to you under this Application Form in uncertified form on the CHESS subregister, complete section F or forward your Application Form to your sponsoring participant for completion of this section prior to lodgement. Otherwise, leave section F blank and on issue, you will be sponsored by the Company and an SRN will be allocated to you. For Further information refer to the relevant section of the Prospectus.

G Before completing the Application Form the applicant(s) should read the Prospectus to which the Application Form relates. By lodging the Application Form, the applicant(s) agrees that this Application Form is for shares in Windimurra Vanadium Limited upon and subject to the terms of this Prospectus, and agrees to take any number of Shares equal to or less than the number of Shares indicated in section A that may be issued to the applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Lodgement of Application Forms: Return your completed Application Form to:

	Delivered to: Windimurra Vanadium Limited c/- Trident Capital Level 24, St Martins Tower 44 St Georges Terrace PERTH WA6000	Posted to: Windimurra Vanadium Limited c/- Trident Capital PO Box Z5183 St Georges Terrace PERTH WA6831

Application Forms must be received no later than 5.00pm (WST) on 24 April 2014 which may be changed immediately after the Opening Date at any time at the discretion of the Company

Correct form of Registrable Title

exactly as described in the example of correct forms of registrable title below:
Type of Investor	Correct form of Registrable Title	Incorrect form of Registrable Title
Individual - Use Names in full,no initials	Mr John Alfred Smith	JA Smith
Minor ( a person under the age of 18) Use the name of a responsible adult, do not use the name of a minor.	John Alfred Smith	Peter Smith
Company - Use Company title, not abbreviations	ABC Pty Ltd	ABC P/L ABC Co
Trusts - Use trustee(s) personal name(s), do not use the name of the trust	Mrs Sue Smith	Sue Smith Family Trust
Deceased Estates - Use executor(s) person name(s), do not use the	Ms Jane Smith	Estate of Late John
name of the deceased		Smith
Partnerships - Use partners personal names, do not use the name of the partnership	Mr John Smith & Mr Michael Smith	John Smith and Son

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AI assistant

TITANIUM SANDS LIMITED — Capital/Financing Update 2014

65956_rns_2014-04-03_1b568606-f330-4860-a62c-a5773b496960.pdf

Prospectus

Public Offer

Conversion Offer

Strategic Offer

Conditions

Underwriting

Important notice

TABLE OF CONTENTS

1. IMPORTANT INFORMATION

1.1 General

1.2

Deed Administrators

1.3

Exposure Period

1.4

Electronic Prospectus

1.5 Applications for Shares

1.6

Offer restrictions

1.7

Risk factors

1.8 Representations

1.9

Forward looking statements

1.10 Competent Person’s statement

1.11 Interpretation

2. CORPORATE DIRECTORY

Directors

Company Secretary

Registered Office

Administrators/ Deed Administrators*

Share Registry*

Auditor*

Independent Geologist

Investigating Accountant

Australian Legal Adviser

Sri Lankan Legal Adviser

ASX Code

Website

Corporate Adviser

3. INVESTMENT OVERVIEW

3.1

The Company

3.2

Structure of the Offers

3.3 Purpose of the Offers

3.4

Expenditure plans

Notes:

3.5

Indicative timetable

3.6

Capital structure

Notes:

Notes:

Notes:

3.7

Business model

• Windimurra Project

• Sri Lankan Project

3.8 Key risks

3.9 Key financial information

3.10 Directors

(a) Background

Paul Price (Non-Executive Chairman)

Paula Cowan (Non-Executive Director)

KC Ong (Non-Executive Director)

(b) Directors’ interests

(c) Directors’ security holdings

Notes:

(d) Directors’ remuneration

(e) Agreements with Directors

4. CHAIRMAN’S LETTER

5. DETAILS OF THE OFFERS

5.1 Structure of the Offers

(a) Public Offer

(b) Conversion Offer

TITANIUM SANDS LIMITED Capital/Financing Update 2014