WEEBIT NANO LTD - Capital/Financing Update 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, OR TO US PERSONS

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RADAR IRON LTD ABN 15 146 455 576

PROSPECTUS

For a non-renounceable pro rata offer to Eligible Shareholders of approximately 20,626,704 New Options at an issue price of $0.02 per New Option on the basis of 1 New Option for every 3 Existing Shares held to raise up to $412,534 before issue costs

Important Notice

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Shares offered by this Prospectus should be considered speculative.

This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This document is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

IMPORTANT NOTES

This Prospectus is dated 21 March 2011 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus. No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Application will be made to ASX within 7 days after the date of this Prospectus for quotation of the New Options on ASX.

This Prospectus does not constitute an offer in any place in which or to any person to whom it would not be lawful to make such an offer. Refer to section 1.11 for treatment of overseas shareholders. Applications for new Options offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

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

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

This Prospectus including each of the documents attached to it and which form part of this Prospectus is important and should be read in its entirety prior to making an investment decision. If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser.

In particular, it is important that you consider the risk factors (see section 5 of this Prospectus) that could affect the performance of the Company before making an investment decision.

Some words and expressions used in this Prospectus have defined meanings which are explained in section 8 .

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

ELECTRONIC PROSPECTUS

A copy of the Prospectus can be downloaded from the website of the Company at www.radariron.com.au, or the website of ASX at www.asx.com.au. Any person accessing the electronic version of the Prospectus for the purposes of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

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

1	DETAILS OF THE OFFER .............................................................................. 4
2	PURPOSE AND EFFECT OF THE ISSUE ...................................................... 8
3	ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS ............................ 11
4	RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES ...................... 13
5	RISK FACTORS ............................................................................................ 16
6	ADDITIONAL INFORMATION ...................................................................... 24
7	CORPORATE DIRECTORY .......................................................................... 29
8	GLOSSARY .................................................................................................. 30

SUMMARY OF IMPORTANT DATES

Lodgment Date	21 March 2011
”Ex” date	30 March 2011
Record date to determine Entitlement	5 April 2011
Prospectus with Application Form dispatched	6 April 2011
Offer opens for receipt of Applications	6 April 2011
Closing date for acceptances	20 April 2011
Securities quoted on a deferred settlement basis	21 April 2011
Notify ASX of under subscriptions	28 April 2011
Allotment and issue of New Options	2 May 2011
Dispatch of shareholding statements	2 May 2011
Trading of New Options expected to commence	3 May 2011
Closing date for applications for Shortfall Options	3 months from the Closing Date

This timetable is indicative only and subject to change. The Company reserves the right to vary the above dates, subject to the ASX Listing Rules and Corporations Act.

LETTER FROM THE CHAIRMAN

21 March 2011

Dear Shareholder,

On behalf of the Directors of Radar Iron Ltd ( Radar Iron or Company ), I am pleased to invite eligible shareholders to subscribe for New Options at an issue price of $0.02 each under this Prospectus.

In the Radar Iron IPO prospectus dated November 5, 2010 the Company proposed to proceed with an option entitlement issue within three (3) months after Official Quotation of the Company’s Shares on the ASX.

This Offer fulfils that commitment by allowing Eligible Shareholders to obtain one (1) Option for every three (3) Shares held at the Record Date. You may apply for Options using the Application Form attached to this Prospectus.

Exploration for iron ore has commenced by Radar Iron as anticipated with the results of the first two drilling campaigns released to the market in recent months. The primary objective of the Company remains to rapidly complete targeted exploration programs with a view to defining a JORC compliant iron ore resource in 2011.

Please read this Prospectus carefully before deciding whether or not to invest. An investment in Radar Iron contains specific risks which you should consider before making that decision. If there is any matter on which you require further information, you should consult your stockbroker, accountant or other professional advisor.

On behalf of the Directors, I thank you or the support in Radar Iron to now and commend this investment opportunity to you.

I look forward to your continuing support.

Yours sincerely

Alan Tough Chairman

1 DETAILS OF THE OFFER

1.1 The Issue

A non-renounceable pro rata entitlements issue to Eligible Shareholders of approximately 20,626,704 New Options (assuming no Options are exercised before the Record Date) on the basis of 1 New Option for every 3 Shares held as at the Record Date at an issue price of $0.02 each to raise up to $412,534 before issue costs.

1.2 No Minimum Subscription

There is no minimum subscription for the Offer.

1.3 Underwriting

The Offer is not underwritten.

1.4 Entitlement to Offer

Eligible Shareholders who are on the Company's Share Register at the close of business on the Record Date are eligible to participate in the Offer.

Fractional Entitlements will be rounded up to the nearest whole number of New Options. For this purpose, holdings in the same name are aggregated for calculation of Entitlements. If the Company considers that holdings have been split to take advantage of rounding, the Company reserves the right to aggregate holdings held by associated Shareholders for the purpose of calculating Entitlements.

An Application Form setting out your Entitlement to New Options accompanies this Prospectus.

1.5 Acceptances

This Offer may be accepted in whole or in part prior to the Closing Date subject to the rights of the Company to extend the Offer period or close the Offer early.

Instructions for accepting your Entitlement are set out in section 3 and on the Application Form which accompanies this Prospectus.

1.6 Rights Trading

The Offer is non-renounceable. This means that the Rights of Eligible Shareholders to subscribe for New Options under this Prospectus are not transferable and there will be no trading of Rights on ASX. Eligible Shareholders who choose not to take up their Rights will receive no benefit and their shareholding in the Company will be diluted as a result.

1.7 Shortfall

A Shortfall will arise if the Applications received for New Options under the issue are less than the number of New Options offered.

The Directors reserve the right, subject to the requirements of the Listing Rules and the Corporations Act, to place any Shortfall Options within 3 months after the Closing Date. Shortfall Options will be issued at a price not less than the issue price of New Options under the Offer.

Applications for Shortfall Options can only be made on a personalised application form that accompanies this Prospectus. Applicants will need to follow the procedures advised to them by the Company for applications for Shortfall Options.

1.8 Application for quotation of New Options on ASX

Application will be made within seven days of the date of issue of this Prospectus for the New Options to be granted Official Quotation by ASX. If such an application is not made within these seven days, or official quotation of the New Options is not granted by ASX within three months of the date of this Prospectus, then the Company will not allot or issue any New Options and all Application Money received pursuant to this Prospectus will be repaid as soon as practicable, without interest.

If the New Options are not quoted by ASX within three months after the date of this Prospectus, the Company will refund all Application Money in full.

The fact that ASX may agree to grant Official Quotation of the New Options is not to be taken in any way as an indication of the merits of the Company or the New Options. ASX takes no responsibility for the contents of this Prospectus.

1.9 Allotment and Application Money

All Application Money received before New Options are issued will be held in a special purpose account until the New Options are issued.

Subject to ASX granting official quotation of the New Options, it is expected that New Options will be issued on 2 May 2011 and normal trading of the New Options on ASX is expected to commence on 3 May 2011.

1.10 Issue Outside Australia

This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the Offer. No action has been taken to register or qualify the Shares or the Issue or otherwise to permit an offering of the Shares in any jurisdiction outside Australia.

1.11 Treatment of Overseas Shareholders

The Offer in this Prospectus is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia because of the small number of such Shareholders, and the cost of complying with applicable regulations in jurisdictions outside Australia. The Prospectus is sent to those Shareholders for information only.

The Offer contained in this Prospectus to Eligible Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). Members of the public in New Zealand who are not existing Shareholders on the Record Date are not entitled to apply for any Shares.

Recipients may not send or otherwise distribute this Prospectus or the Application Form to any person outside Australia (other than to Eligible Shareholders).

1.12 Market Prices of Existing Shares on ASX

The highest and lowest market sale price of the Existing Shares, which are on the same terms and conditions as the New Options being offered under this

Prospectus, during the three months immediately preceding the lodgment of this Prospectus with the ASIC, and the last market sale price on the date before the lodgment date of this Prospectus, are set out below.

	3 months high	3 months low	Last Market Sale Price
Existing Shares	$0.46 on 7 Mar 2011	$0.20 on 21 Dec 2010	$0.375 on 18 March 2011

1.13 Opening and Closing Dates

The Offer will open for receipt of acceptances on 6 April 2011 and will close on 20 April 2011, subject to the right of the Company to vary these dates.

1.14 CHESS

The Company participates in the Clearing House Electronic Sub-register System (“ CHESS ”). ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules and the ASTC Settlement Rules.

Under CHESS, applicants will not receive a certificate but will receive a statement of their holding of New Options.

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

The CHESS statement will set out the number of New Options issued under this Prospectus, provide details of your holder identification number and give the participation identification number of the sponsor.

If you are registered on the issuer sponsored sub register, your statement will be dispatched by the Company’s share registrar and will contain the number of New Options issued to you under this Prospectus and your security holder reference number.

A CHESS statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes. Shareholders may request a statement at any other time, however, a charge may be made for additional statements.

1.15 Rights and Liabilities attaching to the New Options

A summary of the rights and liabilities attaching to the New Options is set out in section 4.

Shares issued on exercise of New Options will rank equally in respect of dividends and in all other respects (e.g. voting, bonus issues) as Existing Shares.

1.16 Taxation Implications

The Directors do not consider that it is appropriate to give Shareholders advice regarding the taxation consequences of the Company conducting the Offer or Shareholders applying for New Options under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation positions of Shareholders. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Shareholders in the Issue. Shareholders should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Issue.

1.17 Notice to nominees and custodians

Nominees and custodians that hold Shares should note that the Offer is available only to Eligible Shareholders. The Company is not required to determine whether

or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of securities. If any nominee or custodian is acting on behalf of a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws.

1.18 Enquiries

Any queries regarding the Offer should be directed to Phillip Wingate, Company Secretary on +61 8 9482 0580.

Any queries regarding the Entitlement and Acceptance Form should be directed to the Share Registry on +61 8 9315 2333.

You can also contact your stockbroker or professional adviser with any queries in relation to the Offer.

2 PURPOSE AND EFFECT OF THE ISSUE

2.1 Purpose of the Issue

The purpose of the Issue is to raise up to approximately $412,534 before Issue costs.

The Directors intend to apply the proceeds from the Offer together with the Company’s existing cash reserves, for the following purposes in accordance with the table set out below:

working capital purposes; and
to fund Issue expenses.

The table assumes that Entitlements are taken up in full and that no Options are exercised prior to the Record Date.

Proceeds of the Issue	$
Working Capital	377,534
Expenses of the Offer	35,000
ESTIMATED TOTAL	412,534

In the event that circumstances change or other opportunities arise the Directors reserve the right to vary the proposed use of funds to maximise benefits to Shareholders.

2.2 Effect of the Issue and Pro Forma Statement of Financial Position

The effect of the Issue will be (assuming no Options are exercised and Entitlements are taken up in full) that:

(a) cash reserves will initially increase by up to approximately $412,534 (before costs); and
(b) the number of Shares on issue will remain at 61,880,110
(c) the number of Options on issue will increase from 22,750,000 to up to 43,376,704.

2.3 Statement of Financial Position (unaudited)

Set out below is the Consolidated Statement of Financial Position of the Company as at 28 February 2011 (unaudited), and the Consolidated Pro-Forma Statement of Financial Position as at 28 February 2011 (unaudited) on the basis of the assumptions detailed further. The significant accounting policies upon which the Statement of Financial Position and the Pro-Forma Statement of Financial Position are based are contained in the audit reviewed financial report for six months ended 31 December 2010.

RADAR IRON LIMITED Pro-Forma Statement of Financial Position (unaudited)

	Consolidated Actual 28 Feb 2011 Consolidated Pro-Forma 28 Feb 2011
Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non Current Assets Property, plant and equipment Mineral exploration and development Total Non Current Assets TOTAL ASSETS Current Liabilities Trade and other payables Total Current Liabilities Non Current Liabilities Deferred Tax Liabilities Total Non Current Liabilities TOTAL LIABILITIES NET ASSETS Equity Contributed equity Reserves Accumulated losses TOTAL EQUITY	$ 5,684,702 5,562,236 117,225 117,225
	5,801,927 5,679,461
	87,795 87,795 1,117,731 2,992,731
	1,205,526 3,080,526
	7,007,453 8,759,987
	113,045 1,588,045
	113,045 1,588,045
	127,131 127,131
	127,131 127,131
	240,176 1,715,176
	6,767,277 7,044,811
	6,358,688 6,323,688 957,976 1,370,510 (549,387) (649,387)
	6,767,277 7,044,811

The Pro-Forma Statement of Financial Position includes the following adjustments:

(a) Increase in cash and cash equivalents of $412,534 relating to the proceeds from the issue;
(b) A decrease in cash of $500,000, an increase in trade and other payables for $1,375,000, and an increase in mineral exploration assets of $1,875,000 in relation to the payment to Southern Cross Goldfields for the acquisition of iron rights for $1.5 million in cash and 1 million Shares (valued based on the last trading price of Radar Iron’s ordinary shares on the ASX of $0.375). Radar Iron has paid an initial $500,000 of the cash consideration in accordance with the acquisition agreement. Completion of

the acquisition, which will include the payment of the remaining $1 million cash and issue of 1 million shares, is expected to occur by the end of March 2011. The Company has recorded a trade payable of $100,000 in relation to the duty payable on the transaction, this in turn increases the accumulated losses by $100,000.;

(c) Increase in reserves of $412,534 relating to the issue of 20,626,704 New Options at an issue price of $0.02 per New Option; and
(d) Decrease in cash and cash equivalents and contributed equity for the estimated cost of the Issue of $35,000 Fully Subscribed.

2.4 Effect on Capital Structure

A comparative table of changes in the capital structure of the Company as a consequence of the Issue is set out below, assuming that the Issue is fully subscribed.

Shares
61,880,110	Shares quoted on ASX as at the date of this Prospectus
-	Shares issued pursuant to this Prospectus
61,880,110	Total issued Shares

Options
20,375,000	Unlisted Options exercisable at $0.25 on or before 30 November 2013
2,375,000	Unlisted Options exercisable at $0.30 on or before 31 May 2014
22,750,000	Total Options on issue prior to this Prospectus
20,626,704	Options issued pursuant to this prospectus
43,376,704	Total Options on Issue

3 ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS

3.1 What you may do

As an Eligible Shareholder, you may:

(a) subscribe for all of your Entitlement (refer section 3.2);
(b) allow all or part of your Entitlement to lapse (refer section 3.7).

3.2 To subscribe for all of your Entitlement

If you wish to subscribe for all of your Entitlement, complete the accompanying Application Form in accordance with the instructions set out in that form. The Application Form sets out the number of New Options you are entitled to subscribe for. The completed Application Form must be accompanied by a cheque or bank draft made payable to “Radar Iron Limited – Offer Account” and crossed “Not Negotiable” for the appropriate Application Money in Australian dollars calculated at $0.02 per New Share accepted, and received by the Company at either of the following addresses by no later than 5.00 pm (WST) on the Closing Date. The Company will present the cheque or bank draft on or around the day of receipt of the Application Form. If a cheque is not honoured upon its first presentation, the Directors reserve the right to reject the relevant Application Form.

If the amount of your cheque(s) or bank draft(s) for Application Money (or the amount for which those cheque(s) or bank draft(s) clear in time for allocation) is insufficient to pay for the number of New Options you have applied for in your Application Form, you may be taken to have applied for such lower number of New Options as your cleared Application Money will pay for (and to have specified that number of New Options in your Application Form) or your Application may be rejected.

By hand delivery:	By post:
Radar Iron Limited c/o Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153	Radar Iron Limited c/o Security Transfer Registrars Pty Ltd PO Box 535 APPLECROSS WA 6953

Alternatively, if you are paying by BPAY, refer to your personalised instructions on your Application Form. Shareholders who wish to pay by BPAY must ensure that payment is received by no later than 5pm Eastern Daylight Savings Time (3pm (WST)) on the Closing Date.

3.3 Entitlements not taken up

If you are a Shareholder and do not wish to accept all (or part) of your Entitlement, you are not obliged to do anything. You will receive no benefit or New Options and your Entitlement will become Shortfall Options.

If you wish to receive a benefit, you must take action to accept your Entitlement in accordance with the instructions above and on the back of the accompanying Application Form.

The number of Existing Shares you hold as at the Record Date and the rights attached to those Existing Shares will not be affected if you choose not to accept any of your Entitlement.

The Company will deal with any New Options not accepted in accordance with section 1.7.

3.4 Application Form is binding

A completed and lodged Application Form constitutes a binding offer to acquire New Options on the terms and conditions set out in this Prospectus and, once lodged, cannot be withdrawn. If the Application Form is not completed correctly, it may still be treated as a valid application for New Options. The Directors’ decision whether to treat an acceptance as valid and how to construe, amend or complete the Application Form is final.

By completing and returning your Application Form with the requisite Application Monies, you will be deemed to have represented that you are an Eligible Shareholder. In addition, you will also be deemed to have represented and warranted on behalf of yourself or each person on whose account you are acting that the law in your place of residence and/or where you have been given the Prospectus, does not prohibit you from being given the Prospectus and that you:

(a) agree to be bound by the terms of the Offer;
(b) declare that all details and statements in the Application Form are complete and accurate;
(c) declare that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Application Form;
(d) authorise the Company and its respective officers or agents, to do anything on your behalf necessary for the New Options to be issued to you, including to act on instructions of the Company’s share registry upon using the contact details set out in the Application Form;
(e) declare that you are the current registered holder of Shares and are an Australian or New Zealand resident, and you are not in the United States or a US Person, or acting for the account or benefit of a US Person;
(f) acknowledge that the information contained in, or accompanying, the Prospectus is not investment or financial product advice or a recommendation that New Options are suitable for you given your investment objectives, financial situation or particular needs; and
(g) acknowledge that the New Options have not, and will not be, registered under the securities laws in any other jurisdictions outside Australia and New Zealand and accordingly, the New Options may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of applicable securities laws in particular the US Securities Act.

If you have any queries concerning your entitlement or allocation, please contact: Phillip Wingate, the Company Secretary Tel: 08 9482 0580 Fax: 08 9482 0505 or contact your stockbroker or professional adviser

4 RIGHTS AND LIABILITIES ATTACHING TO NEW OPTIONS

4.1 Rights attaching to New Options

The New Options issued pursuant to this Prospectus will be issued on the following terms and conditions:

(a) Each New Option entitles the holder to acquire one fully paid ordinary share in the Company.
(b) Each New Option may be exercised at any time until 30 April 2012. Each New Option may be exercised by forwarding to the Company at its principal office the exercise notice, duly completed together with payment of the sum of 45 cents ($0.45) per New Option exercised. The New Options will lapse at 5pm WDST on 30 April 2012.
(c) The New Options are freely transferable.
(d) Application will be made to the ASX for official quotation of the New Options not later than 7 business days after the date of this Prospectus.
(e) There are no participating rights or entitlements inherent in the New Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their New Options prior to the date for determining entitlements to participate in any such issue.
(f) Shares issued on the exercise of New Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application monies. Shares allotted pursuant to the exercise of a New Option will rank equally with the then issued ordinary shares of the Company in all respects. The Company will apply to ASX for quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the ASX Listing Rules.
(g) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Optionholder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.
(h) If there is a bonus issue to shareholders, the number of shares over which the New Option is exercisable may be increased by the number of shares which the holder of the New Option would have received if the New Option had been exercised before the record date for the bonus issue.
(i) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the New Options may be reduced in accordance with Listing Rule 6.22.

4.2 Rights attaching to underlying securities

The following is a summary of the more significant rights and liabilities attaching to Shares to be issued on exercise of New Options. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of

Shareholders. To obtain such a statement, persons should seek independent legal advice. A copy of the Company’s Constitution is available for inspection free of charge during business hours at its registered office

(a) General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend Rights

Subject to the rights of persons (if any) entitled to Shares with special rights to dividend the Directors may declare a final dividend in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company. Subject to the rights of persons (if any) entitled to Shares with special rights as to dividend all dividends are to be declared and paid according to the amounts paid or credited as paid on the Shares in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend, whether final or interim.

(d) Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as

between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, Shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other Shares.

(e) Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the Listing Rules.

(f) Variation of Rights

Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the Shares of that class.

5 RISK FACTORS

5.1 Overview

An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Securities.

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

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

5.2. Risks Specific to the Company

5.2.1. Infrastructure Risk

Iron ore development is largely dependent on access to major infrastructure to enable the export of the bulk commodity. Any development on Radar Iron’s tenements will require road and rail haulage and a port with capacity. Haul roads can generally be constructed through a defined approval process. The rail line to the south of the Company’s tenements is publically accessible, subject to capacity constraints that can generally be overcome by increasing passing bays or upgrading the axle weight capacity of the line. Improvements such as these would most likely require a capital contribution from Radar Iron. Iron ore is currently exported through Esperance and is planned to commence from Kwinana (Fremantle Port) in 2011. There is limited capacity for new exporters to access these ports at present without a major capital and capacity upgrade. While there are plans to increase the capacity and hence availability to new bulk commodity exporters at both ports, there is no certainty of these progressing nor on the timing of any such development. Any upgrade is likely to be keenly sought by other potential producers, so even with an increase in capacity there is no certainty of allocation to Radar Iron.

5.2.2. Environmental Risks

The Company’s Evanston and Die Hardy projects lie inside existing conservation parks or proposed conservation and mining reserves. Both forms of tenure currently permit exploration and mining activity subject to the normal approval processes. The current proposed park boundaries were announced by the WA State Government on 1 September 2010 after a comprehensive review. The previous Government had a different approach and, had they remained in Government, it was possible that the portion of the region classified in a manner to prevent mining activity would have been greater.

A change of direction by the current or future State Governments could lock up potential tenure over which Radar Iron currently has access. This could include expansion of proposed park boundaries to include the Company’s Johnston Range project that is currently outside any proposed park or reserve.

In addition, there is potential that approvals for exploration or development in the park and reserve areas will be subject to a higher degree of scrutiny that may take longer and potentially be more costly.

Further, the Company’s operations will have an impact on the environment and there are inherent risks associated with safety and damage to the environment and the disposal of waste products.

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Priority Flora species have been reported from prior biological surveys of the Company’s tenements. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations.

The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive.

Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

5.2.3. Exploration and Development Success

The tenements held by the Company have had limited prior exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

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

The Company has not yet published resource estimates for any prospects. There is no assurance that exploration or project studies by the Company will result in the definition of an economically viable mineral deposit.

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

The terms of some of the Company’s tenements currently do not allow for exploration for iron ore. The Company will need to obtain authorisation under Section 111 of the Mining Act 1978 (WA) in order to be able explore for iron on

these tenements. There is no guarantee that the Company will be successful in obtaining such an authorisation.

5.2.4. Title Risks and Native Title

Although the Company has investigated title to all of its tenements, the Company cannot give any assurance that title to such tenements will not be challenged or impugned. The tenements may be subject to prior unregistered agreements or transfers or title may be affected by undetected defects or native title claims.

It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

In addition, some of the tenements in which the Company has or will have an interest are currently in the application stage. The Company will not be able to commence exploration on these tenements until they are granted. There is no guarantee that these applications will become granted tenements.

Further, some of the Company’s tenements are subject to agreements with third parties and, in some cases, the tenements are held by the third parties with the Company having rights to iron ore found on the tenements. As announced to ASX on 16 February 2011, the Company has agreed to acquire iron ore rights from Southern Cross Goldfields Limited. Mineral rights have counterpart risk. If any of these third parties default in their obligations under those agreements, Radar Iron may not be able to enforce its rights to iron ore on those tenements and have a detrimental effect on the Company’s operations.

Exploration licences and prospecting licences only permit the Company to undertake exploration on the Company’s tenements. In the event that the Company successfully delineates an economic resource on any of the Company’s tenements, it will need to apply for a mining lease to undertake development and mining on the tenement. There is no guarantee that the Company will be granted a mining lease if one is applied for.

5.2.5. Tenure and Access

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved.

The Company’s tenements are subject to the Mining Act 1978 (WA) . The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

5.2.6. Failure to Satisfy Expenditure Commitments

Interests in tenements in Western Australia are governed by the Mining Act 1978 (WA) and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in the Company’s tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

Currently, the minimum annual expenditure commitments for each of the granted Company’s tenements have been met, except for E77/1168 which has had no expenditure lodged for 2010.

5.2.7. Taxation Risk

Any change in the Company’s tax status or the tax applicable to holding Shares or in taxation legislation or its interpretation, could affect the value of the investments held by the Company, affect the Company’s ability to provide returns to Shareholders and/or alter the post–tax returns to Shareholders.

5.2.8. Aboriginal Heritage

Archaeological and ethnographic surveys in the Company’s tenements have identified a number of sites of significance which have been registered with the Department of Indigenous Affairs. Approvals are required if these sites will be impacted by exploration or mining activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

5.2.9. Changes in Government Policy

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

5.2.10. Operating 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, 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.

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

5.2.11. Resource Estimates

In the event that the Company successfully delineates a JORC compliance resource on any of its tenements, that resource estimate will be an expression of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

5.2.12. Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

5.2.13. Additional Requirements for Capital

At the completion of the Initial Public Offering (IPO), the Company’s cash reserves were considered sufficient to meet the exploration and evaluation objectives of the Company at that time. Since the IPO, the Company has acquired a significant package of iron mineralisation rights from Southern Cross Goldfields Limited. Additional funding is likely to be required to appropriately assess the potential of this project area.

Additional funding may be also be required in the event exploration costs exceed the Company’s estimates. And to effectively implement its business and operations plans in the future, to take advantage of further opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur, additional financing will be required.

The Company may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Failure to obtain sufficient financing for the Company’s activities and future projects may result in delay and indefinite postponement of exploration, development or production on the Company’s properties or even loss of a property interest. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to Shareholders.

Further, the Company, in the ordinary course of its operations and developments, is required to issue financial assurances, particularly insurances and bond/bank guarantee instruments to secure statutory and environmental performance undertakings and commercial arrangements. The Company’s ability to provide such assurances is subject to external financial and credit market assessment, and its own financial position.

Loan agreements and other financing rearrangements such as debt facilities, convertible note issue and finance leases (and any related guarantee and security) that may be entered into by the Company may contain covenants, undertakings and other provisions which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance that the Company would be able to repay such loans in the event of an acceleration. Enforcement of any security granted by the Company or default under a finance lease could also result in the loss of assets.

5.2.14. Reliance on Key Personnel

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

5.3. General Risks

5.3.1. Insurance Risks

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

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

5.3.2. Competition Risk

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

5.3.3. Regulatory Risk

The Company’s mining operations and exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining necessary permits can be a time consuming process and there is a risk that Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in

suspension of the Company’s activities or forfeiture of one or more of the Company’s tenements.

5.3.4. Economic Risks

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

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

(a) general economic outlook;
(b) interest rates and inflation rates;
(c) currency fluctuations;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

5.3.5. General Resource Sector Risk

In common with other entities undertaking business in the natural resources sector, certain risks are substantially outside the control of the Company. These risks include abnormal stoppages in production or delivery due to factors such as industrial disruption, major equipment failure, accident, power failure or supply disruption, unforeseen adverse geological or mining conditions and/or changes to predicted ore or mineral quality, the state of supply and demand for gold in Australia and overseas markets and the effect of the gold price, changes in government regulations (including environmental regulations) and government imposts such as royalties, rail freight charges and taxes and risks to land titles, mining titles and the use thereof as a result of native title claim.

5.3.6. Trading Risks

The price at which the Company’s Shares trade on ASX is subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors and the Company have no control, such as movements in iron ore and exchange rates, changes to government policy, legislation or regulation and other events or factors.

There can be no guarantee that an active market in the Company’s securities will develop or that the price of the Shares will increase.

There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid.

5.3.7. Force Majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

5.3.8. Litigation Risks

The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position. The Company is not currently engaged in any litigation.

5.3.9. Investment Speculative

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

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

6 ADDITIONAL INFORMATION

6.1 Continuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in section 111 AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities.

This Prospectus is a "transaction specific prospectus" to which the special content rules under section 713 of the Corporations Act apply. That provision allows the issue of a more concise prospectus in relation to an offer of securities in a class which has been continuously quoted by ASX in the three months prior to the date of the prospectus. In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the issue of New Options on the Company and the rights attaching to the New Options. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
(i) the financial statements of the Company for the period from 21 September 2010 (date of incorporation) to 31 December 2010 being the last financial statements for a financial year, of the Company lodged with the ASIC before the issue of this Prospectus; and
(ii) any documents used to notify ASX of information relating to the Company in the period from lodgment of the financial statements referred to in paragraph (i) above until the issue of the Prospectus

in accordance with the Listing Rules as referred to in section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to the Company can be obtained free of charge from the Company’s registered office during normal office hours.

The Company has lodged the following announcements with ASX since the lodgment of the IPO Prospectus:

Date	Headline
21/03/2011	Investor Presentation and Corporate Flyer
16/03/2011 Exploration Update
10/03/2011	Completion of Due Diligence on Iron Rights Acquisition
25/02/2011 Half Year Accounts
16/02/2011	TRH: RAD - Major Acquisition of Central Yilgarn Iron Rights
16/02/2011 Major Acquisition of Central Yilgarn Iron Rights
16/02/2011	SXG: Sale of Non-Core Iron Ore Assets to Radar Iron
2/02/2011 Radar Iron QuarterlyBriefingPresentation
1/02/2011	Exploration Potential at Johnston Range Amendment
31/01/2011 QuarterlyActivities and Cashflow Report
31/01/2011	Exploration Potential of 5 Billion tonnes at Johnston Range
28/01/2011 Radar Iron Research Report - RM Research
20/01/2011	Boardroom Radio Interview with Jonathan Lea
19/01/2011 Maiden Magnetite Drill Results
18/01/2011	TradingHalt
11/01/2011 2011 Exploration Programme
30/12/2010	Securities TradingPolicy
24/12/2010 Becominga substantial holder from TRH
24/12/2010	Initial Director`s Interest Notice x 3
21/12/2010 Radar Iron Completes IPO
21/12/2010	Confirmation of Tenement Sale Agreement
21/12/2010 Confirmation of Completion of Share Sale Agreement
21/12/2010	Updated Proforma Commitments
21/12/2010 Updated Proforma Balance Sheet
21/12/2010	Restricted Securities Statement
21/12/2010 Corporate Governance Statement
21/12/2010	Top20 Shareholders
21/12/2010 Distribution Schedule
21/12/2010	Constitution
21/12/2010 Appendix 1A - ASX Listingapplication and agreement
20/12/2010	Pre-Quotation Disclosure
17/12/2010 ASX Circular: Commencement of Official Quotation
17/12/2010	RAD - Admission - Amendment
17/12/2010 Admission to Official List
15/11/2010	Disclosure Document

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

6.2 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgment of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Issue of Securities pursuant to this Prospectus; or
(c) the Issue of Securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or Issue of Securities pursuant to this Prospectus.

Directors' direct and indirect interests in securities of the Company at the date of this Prospectus are:

Name	Securities
Alan Tough	100,000 Shares 500,000 unlisted Options exercisable at $0.25 on or before 30 November 2013 500,000 unlisted Options exercisable at $0.30 on or before 31 May 2014
Jonathan Lea	405,000 Shares 1,029,087 unlisted Options exercisable at $0.25 on or before 30 November 2013 1,000,000 unlisted Options exercisable at $0.30 on or before 31 May 2014
Ananda Kathiravelu	46,666 Shares 524,679 unlisted Options exercisable at $0.25 on or before 30 November 2013 500,000 unlisted Options exercisable at $0.30 on or before 31 May 2014

The Constitution of the Company provides that the Directors may be paid for their services as Directors. Non-executive directors may only be paid a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the non-executive directors and in default of agreement then in equal shares.

In the two years preceding lodgment of this Prospectus, $171,990 (excluding GST where applicable) has been paid by the Company by way of remuneration for services provided by all Directors, companies associated with the Directors or their associates in their capacity as Directors, employees, consultants or advisers. Directors, companies associated with the Directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of

pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

6.3 Interests and Consents of Experts and Advisers

The following parties have given (and not before the date of this document withdrawn) their consent to be named in this document in the form and context in which they are named:

MGI Perth Audit Services Pty Ltd in its capacity as auditor of the Company; and
Fairweather Corporate Lawyers, in its capacity as solicitors to the Company.

Each of MGI Perth Audit Services Pty Ltd and Fairweather Corporate Lawyers has not:

authorised or caused the issue of this Prospectus;
made, or purported to have made, any statement in this Prospectus or on which a statement in this Prospectus is based except as set out in this section; or
assumed the responsibility for any part of this Prospectus except as set out in this section and to the maximum extent permitted by law, expressly disclaims responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section.

Other than as set out below or elsewhere in this Prospectus, all persons named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation of or distribution of this Prospectus do not have, and have not had in the two years before the date of this Prospectus, 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 of the offer of Securities pursuant to this Prospectus; or
the offer of Securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) and no other benefit has been given or agreed to be given to any of those persons for services provided by those persons in connection with the formation or promotion of the Company or the offer of Securities pursuant to this Prospectus.

Fairweather Corporate Lawyers is entitled to be paid $8,000 for advice and assistance in relation to certain aspects of this Prospectus, assisting the Company in relation to its due diligence regime and enquiries and in relation to application for quotation of the New Options on ASX.

References to Security Transfer Registrars Pty Ltd appear for information purposes only. Security Transfer Registrars Pty Ltd has not been involved in, authorised or caused the issue of this Prospectus.

6.4 Estimated Expenses of Issue

The estimated expenses of the Issue are approximately $35,000 including fees payable to the ASIC, ASX, advisors and printing costs.

6.5 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 legal proceedings pending or threatened against the Company.

6.6 Privacy Act

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

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

You can access, correct and update the personal information that we hold about you. Please contact the Company or its registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

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

6.7 Directors' Consent

Each Director has consented to the lodgment of this Prospectus with the ASIC.

Signed on behalf of the Directors pursuant to a resolution of the Board.

==> picture [87 x 119] intentionally omitted <==

Jonathan Lea

Managing Director

7 CORPORATE DIRECTORY

Directors/Executives

Alan Tough Non-Executive Chairman

Share Registry*

Security Transfers Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153

Jonathan Lea Managing Director

Solicitors

Ananda Kathiravelu Non-Executive Director

Joint Company Secretaries

Phillip Wingate Morgan Barron

Registered Office

Suite 2, 12 Parliament Place WEST PERTH WA 6005

Fairweather Corporate Lawyers Ground Floor 1 Havelock Street WEST PERTH WA 6005

Auditor

MGI Perth Audit Services Pty Ltd Level 7, The Quadrant 1 William Street PERTH WA 6000

Telephone: (08) 9482 0515 Facsimile: (08) 9482 0505

Email: [email protected] Website: www.radariron.com.au

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

8 GLOSSARY

“ A$ ”, “ $ ” and “ dollars ” means Australian dollars, unless otherwise stated.

“ Additional New Options ” means New Options in addition to an Eligible Shareholder's Entitlement for which an Applicant makes an Application.

“ Application ” means an application for New Options pursuant to the Application Form.

“ Application Form ” means the Application form attached to or accompanying this Prospectus.

“ Application Money ” means the money received from Eligible Shareholders in respect of their Application.

“ ASIC ” means the Australian Securities and Investments Commission.

“ ASTC ” means ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532).

“ ASTC Settlement Rules ” means the settlement rules of ASTC.

“ ASX ” means ASX Limited (ABN 98 008 624 691) or the market operated by that entity.

“ Board ” means the board of Directors.

“ Business Day ” means a day on which trading takes place on the stock market of ASX.

“ CHESS ” means ASX Clearing House Electronic Sub-registry System.

“ Closing Date ” means 20 April 2011, or such other date as may be determined by the Directors under this Prospectus.

“ Company ” or “Radar Iron” means Radar Iron Ltd ABN 15 146 455 576.

“ Constitution ” means the Company's Constitution as at the date of this Prospectus.

“ Corporations Act ” means the Corporations Act 2001 (Commonwealth).

“ Director ” means directors of the Company at the date of this Prospectus.

“ Eligible Shareholders ” means a Shareholder as at the Record Date with a registered address in Australia.

“ Entitlement ” or “ Right ” means a Shareholder’s entitlement to subscribe for New Options offered by this Prospectus.

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

“ Full Subscription ” means the amount of $412,534 (less issue costs) to be raised under the Offer.

“ Issue ” means the issue of Securities under this Prospectus.

“ Listing Rules ” or “ ASX Listing Rules ” means the Listing Rules of the ASX.

“ New Options ” means an Option exercisable at $0.45 on or before 30 April 2012, to be issued at the ratio of one New Option for every three Existing Shares held at the Record Date.

“ Offer ” or “ Issue ” means the offer of one New Option for every three Existing Shares held at the Record Date at an issue price of $0.02 per New Option.

“ Official Quotation ” means official quotation on ASX.

“ Option ” means an option to subscribe for a Share.

“ Optionholder ” means a person holding an Option.

“ Prospectus ” means the prospectus constituted by this document.

“ Radar Iron IPO Prospectus ” means the prospectus dated 5 November 2010 lodged by the Company at ASIC.

“ Record Date ” means 5pm WST on 5 April 2011.

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

“ Shareholder ” means the holder of a Share.

“ Shortfall ” will occur if the Company does not hold successful valid Applications for all the New Options offered by the Company under this Prospectus by the Closing Date.

“ Shortfall Options ” means New Options for which valid Applications have not been received by the Closing Date.

“ US person ” has the meaning given to that term in Regulation S under the US Securities Act.

“ US Securities Act ” means the United States Securities Act of 1933, as amended.

“ WST “means Western Standard Time.