WEEBIT NANO LTD — Capital/Financing Update 2014

Nov 20, 2014

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Prospectus

Radar Iron Ltd

ABN 15 146 455 576

For

• a non-renounceable pro rata entitlement offer to Eligible Shareholders of 1 New Share for every Existing Share held on the Record Date at an issue price of $0.035 per New Share to raise approximately $4.6 million before issue costs ( Offer ).

• an offer of Shortfall Shares on terms set out in section 8.7 ( Shortfall Offer ).

The Offer is fully underwritten by Victory Mining Pty Ltd. See section 8.4 for details of the Underwriting Agreement.

ASX Code: RAD

This Prospectus provides important information about the Company. You should read the entire document including the Entitlement and Acceptance Form. If you have any questions about the New Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. An investment in the New Shares offered under this Prospectus is highly speculative.

This Prospectus is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the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 Prospectus 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 Notice

This Prospectus is dated 20 November 2014 and was lodged with ASIC on that date. Application was made to ASX for quotation of the New Shares offered under this Prospectus on 22 September 2014.

Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Nature of this Prospectus

The New Shares which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.

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 3 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 shares on the company and the rights attaching to the new shares. 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 contains information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in it. It does not include all of the information that would be included in a prospectus for an initial public offer.

Prospectus availability

Eligible Shareholders can obtain a copy of this Prospectus during the Offer period on the Company’s website at www.radariron.com.au or by contacting the Company. If you access an electronic copy of this Prospectus, you should ensure that you download and read the entire Prospectus.

The electronic copy of this Prospectus available from the Company’s website will not include a personalised Entitlement and Acceptance Form. Eligible Shareholders will only be able to accept the Offer by completing the personalised Entitlement and Acceptance Form which accompanies this Prospectus or by making payment using BPAY® (refer to section 7.5 of this Prospectus for further information).

Foreign jurisdictions

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are residents in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. 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.

Disclaimer of representations

No person is authorised to provide any information or make any representation in connection with the Offer which is not contained in this Prospectus.

Forward looking statements

This Prospectus contains forward looking statements that, despite being based on the Company’s current expectations about future events, are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors. These known and unknown risks, uncertainties and assumptions, could cause actual results, performance or achievements to materially differ from future results, performance or achievements expressed or implied by forwardlooking statements in this Prospectus. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in section 6 of this Prospectus. Forward-looking statements include those containing such words as ‘anticipate’, ‘estimate’, ‘believe’, ‘should’, ‘will’, ‘may’ and similar expressions.

Privacy

Please read the privacy information located in section 8.16 of this Prospectus. By submitting an Entitlement and Acceptance Form, you consent to the matters outlined in that section.

Definitions

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.

Enquiries

If you have any questions please call the Company Secretary on (08) 9389 9919 at any time between 9.00am and 5.00pm (WST time) Monday to Friday until the Closing Date. Alternatively, consult your broker, accountant or other professional adviser.

Prospectus – Radar Iron Limited

Table of Contents

	Table of Contents
1	TIMETABLE TO THE OFFER ................................................................................. 2
2	KEY OFFER TERMS AND CAPITAL STRUCTURE ........................................................... 2
3	CHAIRMAN’S LETTER ........................................................................................ 3
4	INVESTMENT OVERVIEW AND KEY RISKS ................................................................. 4
5	PURPOSE AND EFFECT OF THE OFFER .................................................................... 7
6	RISK FACTORS ............................................................................................... 11
7	ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS ..................................................... 16
8	DETAILS OF THE OFFER .................................................................................... 19
9	RIGHTS AND LIABILITIES ATTACHING TO SHARES ..................................................... 25
10	ADDITIONAL INFORMATION ................................................................................ 27
11	DIRECTORS' RESPONSIBILITY AND CONSENT ............................................................ 33
12	GLOSSARY .................................................................................................... 34

Corporate Directory

Directors

Mr Alan Tough (Non Exec. Chairman) Mr Jonathan Lea (Managing Director) Mr Ananda Kathiravelu (Non Exec. Director) Mr David Sourbutts (Non Exec. Director)

Registered and Business Office

Suite 7, 55 Hampden Road NEDLANDS WA 6009 Tel: +61 8 9389 9919 Fax: +61 8 6389 0576 Email: info@radariron.com.au

Company Secretary

Mr Damon Sweeny

Share Registry

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

Underwriter

Solicitors to the Offer

Victory Mining Pty Ltd Level 42, Suncorp Place 259 George Street Sydney NSW 2000

Website

Kings Park Corporate Lawyers Level 2, 45 Richardson Street West Perth WA 6005

Auditor*

www.radariron.com.au

Nexia Perth Audit Services Pty Ltd

*This party is named for informational purposes only and was not involved in the preparation of this Prospectus

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Prospectus – Radar Iron Limited

1 TIMETABLE TO THE OFFER

Prospectus lodged with ASIC and ASX	20 November 2014
Ex Date – Shares trade ex Entitlement	25 November 2014
Record date to determine Entitlement	27 November 2014
Prospectus with Entitlement and Acceptance Form dispatched	28 November 2014
Offer opens for receipt of Applications	28 November 2014
Closing date for acceptances	10 December 2014
Deferred settlement trading	11 December 2014
Notify ASX of Shortfall	15 December 2014
Issue of New Shares	17 December 2014
Dispatch of shareholding statements	17 December 2014
Normal trading of New Shares expected to commence	18 December 2014

Note:

The Directors may extend the Closing Date by giving at least 3 Business Days’ notice to ASX prior to the Closing Date. As such the date the New Shares are expected to commence trading on ASX may vary.

2 KEY OFFER TERMS AND CAPITAL STRUCTURE

Shares currently on issue1	132,248,630
Options currently on issue2	5,000,000
New Shares offered under this Prospectus at $0.035 per New Share1	132,248,630
Amount raised under this Prospectus (before costs)1	$4,628,702

Note :

• 1 This assumes no further Shares are issued (including by way of exercise of Options) prior to the Record Date.

• 2 See section 5.5 for more details.

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Prospectus – Radar Iron Limited

3 CHAIRMAN’S LETTER

Dear Shareholder,

On behalf of Radar Iron Ltd, I am pleased to invite you to participate in the fully underwritten 1 for 1 non-renounceable pro-rata entitlement offer at an issue price of $0.035 per New Share to raise approximately $4.6 million (before costs).

Upon completion of the Offer, I believe that Radar will be in a position to benefit by building on the efforts of recent years. Radar acquired two new iron ore projects in 2014, the Yerecoin Project near Perth and the Uruara project in Brazil. Both projects have the potential for production in the near term for a low capital cost. Radar’s strategic objective has been to develop or acquire projects that enable early production of high quality, higher margin DSO ores and magnetite concentrates for the steel industry.

The Yerecoin project is the key focus for Radar at present. With the significant current JORC resource, excellent metallurgical properties and access to infrastructure, Radar is confident that a viable operation can be established in the medium term.

The fund raising proposed in the rights issue detailed in this document will enable the Company to progress the technical studies necessary to achieve an early development decision at Yerecoin and to undertake an initial drilling programme at the Uruara project. Radar is now in the process of transitioning from an explorer to a miner.

Radar welcomed Victory Mining (a Sydney-based private investment company) as its largest shareholder in October and its continuing support through the underwriting of the rights issue will provide the support for the Company to achieve its development goals.

This Prospectus and personalised Entitlement and Acceptance Form should be read carefully and in their entirety before deciding whether to participate in this Offer. In particular Eligible Shareholders should consider the key risk factors outlined in section 6 of this Prospectus.

On behalf of your Board, I invite you to consider this investment opportunity and thank you for your ongoing support for the Company.

Yours faithfully,

Alan Tough

Chairman

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Prospectus – Radar Iron Limited

4 INVESTMENT OVERVIEW AND KEY RISKS

This information is a selective overview only. Prospective investors should read the Prospectus in full before deciding to invest in New Shares.

		Where to
Question	Response	find more
		information
What is the	A non-renounceable offer of 1 New Share for every	Section 5
Offer?	Existing Share held on the Record Date at an issue price of
	$0.035, or up to 132,248,630 New Shares to raise
	approximately $4.6 million (before costs).
Can I apply for	Any New Shares not applied for under the Offer will	Section 8.7
Shortfall	become Shortfall Shares. Eligible Shareholders can apply
Shares?	for Shortfall Shares in excess of their Entitlement by
	following the instruction in section 7.3.
Who is the	The Offer is made to Shareholders who:	Section 8.5
Offer made to?	(a) are the registered holders of Shares as at 5pm
	(WST) on the Record Date; and
	(b) have a registered address in Australia or New
	Zealand.
	Others may apply for Shortfall Shares.
How will the	The Company intends to use the funds raised from the	Section 5.2
proceeds of the	Offer broadly as follows:
Offer be used?	 $2,880,000 to meet the remaining payments for the
	acquisition of the Yerecoin Project;
	 $1,000,000 for the progression of the technical studies
	on the Yerecoin Project;
	 $149,000 for the commencement of drilling at the
	Uruara Project in Brazil;
	 $250,000 for general working capital; and
	 $350,000 to pay the costs of the Offer.
What are the	An investment in the Company has risks that you should	Section 6
key risks of a	consider before making a decision to invest. These risks
subscription	include:
under the
Offer?	 Exploration and development risks – Whilst the
	Company is of the view that exploration by the
	Company on its projects has yielded results that
	justifies further exploration, the Company’s

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Prospectus – Radar Iron Limited

		Where to
Question	Response	find more
		information
	tenements carry exploration risk. Further studies are
	required to determine whether the Company’s
	Yerecoin project is economically viable.
	 The Company’s future capital needs and additional
	funding may be required to complete the proposed
	exploration and development programs.
	 As a junior explorer with no production or income, the
	Company is exposed to general market and economic
	condition risks.
	Please carefully consider these risks and the information
	contained in other sections of this Prospectus before
	deciding whether or not to apply for New Shares.
Is the Offer	The Offer is fully underwritten by Victory Mining. The	Section 8.4
underwritten?	underwriting is subject to certain conditions, which are
	customary and include that the Platts daily Iron Ore price
	for 62% Fe, for delivery to North China port remains at all
	times at least 90% or more than as at the business day
	prior to the date of the Term Sheet (being $82.75 on 18
	September 2014).
	On 19 November 2014 Victory Mining advised the Company
	that the Platts daily Iron Ore price for 62% Fe, for delivery
	to North China port was $71.25 (being less than 90% of the
	price on 18 September 2014), that Victory Mining had the
	right to immediately terminate its obligation to
	underwrite the Rights Issue. Victory Mining advised the
	Company that it was considering its position and in the
	meantime expressly reserved all of its rights.
	Radar will, in the event Victory Mining terminates the
	underwriting, deal with Applications received in
	accordance with the Corporations Act.
	The Underwriter will not be paid a fee for underwriting
	the Offer, however, a Procurement Fee will be paid to
	certain third parties.
What will be	The effect of the Offer on control of the Company will	Section 5.6
the effect of	vary with the level of Entitlements taken up by Eligible
the Offer on	Shareholders and the number of Shortfall Shares placed in
control of the	the Shortfall Offer.
Company?	The Underwriter currently has a voting power of 19.74% in
	the Company. The maximum voting power the

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Prospectus – Radar Iron Limited

		Where to
Question	Response	find more
		information
	Underwriter will have is 59.87% following the Offer if no
	Eligible Shareholders take up their Entitlement and no
	Shortfall Shares are placed under the Shortfall Offer.
	Shareholders approved the acquisition by the Underwriter
	of Shortfall Shares at the Annual General Meeting.
How do I apply	Applications for New Shares and Shortfall Shares can be	Section 7.2
for New Shares	made by Eligible Shareholders completing the relevant
and Shortfall	sections of the personalised Entitlement and Acceptance
Shares under	Form and sending it to the Share Registry together with
the Offer?	payment by cheque or BPAY in the amount of Entitlement
	and Shortfall Shares applied for.
Can I sell my	This Offer is non-renounceable which means your	Section 8.6
right under the	Entitlement under the Offer is not transferrable and there
Offer?	will be no trading of rights on ASX. Any Entitlement not
	taken up will become Shortfall Shares.
How will the	The Directors will allocate any Shortfall Shares:	Section 8.7
Shortfall Shares be allocated?	(a) firstly to Eligible Shareholders with Unmarketable Parcels who apply for Shortfall Shares in excess of
	their Entitlement; and
	(b) then, at the Directors’ discretion in consultation
	with the Underwriter.
How can I	Contact the Company Secretary on (08) 9389 9919 at any
obtain further	time between 9.00am and 5.00pm (WST time) Monday to
advice?	Friday until the Closing Date. Alternatively, consult your
	broker, accountant or other professional adviser.

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Prospectus – Radar Iron Limited

5 PURPOSE AND EFFECT OF THE OFFER

5.1 Introduction

The Company is seeking to raise approximately $4.6 million before issue costs under the Offer at a price of $0.035 per Share on the basis of 1 New Share for every Existing Share held as at the Record Date.

Victory Mining Pty Limited has agreed to fully underwrite Offer.

5.2 Major project acquisition

On 24 April 2014 the Company announced the acquisition of a large iron ore tenement holding in the south west region of Western Australia from Cliffs Magnetite Holdings Pty Ltd, and its joint venture partners, Sojitz Mineral Development Pty Ltd and NS Iron Ore Development Pty Ltd (together the Vendors).

The acquisition included a large iron ore tenement holding (501km[2] ) in the south west region of Western Australia, including the Yerecoin Project.

The material terms of the acquisition were as follows:

• (a) Title to the tenements and related mining information passed at completion (which occurred on 7 May 2014).

• (b) The Company would pay the Vendors:

• (i) $860,000 on signing the agreement (this has been paid);

• (ii) $1,440,000 by 30 November 2014;

• (iii) $1,440,000 by 17 April 2015; and

• (iv) a royalty $1/dry tonne of concentrate

• (c) Interest at 4% above the Commonwealth Bank of Australia overdraft rate would accrue on any late payments.

• (d) The Company granted a first ranking security interest over the sale assets, with full power to sell and dispose of such assets to each seller to secure its obligations to pay the deferred cash payments.

5.3

Purpose of the Offer

The Directors intend to apply the proceeds from the Offer as follows:

**Use of funds1 **	Full Subscription
	($’000) (approx.)
Payment of remaining acquisition price of the Yerecoin Project2	2,880
Progression of the technical studies on the Yerecoin Project	1,000
Commence drilling for the Uruara Project in Brazil in November/December 2014	149

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Prospectus – Radar Iron Limited

**Use of funds1 **	Full Subscription
	($’000) (approx.)
General working capital3	250
Costs of the Offer4	350
Total use of funds	4,629

Notes:

• 1 This table is a statement of the proposed application of the funds raised as at the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the Company’s decisions. The Company reserves the right to vary the way funds are applied.

• 2 See section 5.2.

• 3 The Company has approximately $700,000 existing funds on hand. This will also be utilised as working capital and on projects as appropriate.

• 4 See section 10.5 for further details relating to the estimated expenses of the Offer.

5.4 Statement of financial position

Set out in schedule 1 is the audited Consolidated Statement of Financial Position of the Company and the audited Consolidated Pro-Forma Statement of Financial Position, as at 30 June 2014 and on the basis of the following assumptions:

• (a) the Offer was effective in full on 30 June 2014;

• (b) the placement of 2,300,000 Shares made on 25 July 2014 at an issue price of $0.05 was completed on 30 June 2014; and

• (c) the issue pursuant to the Share Purchase Plan of 5,028,560 Shares made on 17 September 2014 at an issue price of $0.035 was completed on 30 June 2014; and

• (d) the placement of 26,100,000 Shares made on 31 October 2014 at an issue price of $0.035 was completed on 30 June 2014; and

• (e) no further Shares are issued (including by way of exercise of Options) other than that disclosed in (b) above and all Shares offered under this Prospectus.

The Statement of Financial Position and the Pro-Forma Statement of Financial Position are based on the significant accounting policies contained in the annual financial report for year ended 30 June 2014.

5.5 Effect of the Offer on the Company’s securities

Assuming that no Options are exercised prior to the Record Date, at the close of the Offer, the capital structure of the Company will be:

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Prospectus – Radar Iron Limited

	Full Subscription
Shares
	Number	%
Existing Shares	132,248,630	50
New Shares offered under this Prospectus	132,248,630	50
Total Shares	264,497,260	100

Options1, 2	Full Subscription
Unlisted Options exercisable at $0.05 each on or before 2/09/2018	5,000,000
Total Options	5,000,000

• 1 The Options were issued to a nominated entity (Mandelbrot Pty Ltd) of Lusona Capital Pty Ltd. Initially, the Options would have vested in successfully assisting the Company in asset acquisition, corporate financing and strategy. Subsequently, on 13 June 2014, a variation deed was signed and the vesting terms varied so that 5 options will vest for every $1 raised by the Optionholder. Shareholders approved the variation at a general meeting held on 23 October 2014.

• 2 The terms of the Options on issue allow for the exercise price to change following a rights issue, and the exercise price of Options will change in accordance with the formula in Listing Rule 6.22.

5.6 Effect on control

• (a) Underwriter

Victory Mining is a Sydney-based private investment company, with a focus on mineral investments in Australia and abroad. The proposed investment in the Company is Victory Mining’s first investment in Australia.

The Underwriter currently has a relevant interest in 26,100,000 Shares being 19.74% of the Company’s Shares.

As detailed in the section 8.4 of this Prospectus, the Underwriter has agreed to fully underwrite the Offer. Shareholders approved the Underwriter acquiring a relevant interest in the Company as a result of the underwriting at the Annual General Meeting held on 19 November 2014.

The Underwriter’s relevant interests in the Company following the Offer will depend upon the number of New Shares taken up and the number of New Shares subscribed for under the Shortfall Offer in excess of their Entitlement.

Assuming no further Shares are issued prior to the Record Date, the maximum number of Shares the Underwriter will have a relevant interest in and its voting power will be as follows:

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Prospectus – Radar Iron Limited

	Following the Offer	Following the Offer
Take up1	Shares	%
Assume nil take up by Eligible Shareholders	158,348,630	59.87
Assume 20% take up by Eligible Shareholders	131,898,904	49.87
Assume 40% take up by Eligible Shareholders	105,449,178	39.87
Assume 60% take up by Eligible Shareholders	78,999,452	29.87
Assume 80% take up by Eligible Shareholders	52,549,726	19.87
Assume 100% take up by Eligible Shareholders	52,200,000	19.74

• 1 This includes any Shortfall Shares issued to Eligible Shareholders or others. Eligible Shareholders can apply for Shortfall Shares in excess of their Entitlement under the Shortfall Offer. As set out in section 8.7, any Shortfall Shares will be issued to Eligible Shareholders with Unmarketable Parcels first and then at the Directors’ discretion with consultation with the Underwriter.

(b) Others

As the Offer is non-renounceable, the Company has not appointed a nominee for the purposes of section 615 of the Corporations Act and Shareholders may not rely upon item 10 of section 611 of the Corporations Act to have a voting power of 20% or more.

Other than disclosed in this Prospectus, no person’s voting power in the Company may increase to 20% or more as a result of the issue of the New Shares.

(c) Dilution

As the Offer is fully underwritten, Shareholders who do not participate in the Offer will have their holdings diluted by 50% following the Offer.

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Prospectus – Radar Iron Limited

6 RISK FACTORS

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

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 the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the New Shares.

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

6.1 Risk specific to the Offer

(a) Dilution

Shareholders who do not take up their Entitlement will have their holding in the Company diluted by 50% as the Offer is fully underwritten.

(b) Control

The maximum voting power that the Underwriter may have following the Offer is 59.87%. The Underwriter has advised the Company that it currently has no intention to change the Company’s current or future business operations. However, there is a risk that circumstances may change in the future and the Underwriter’s interests may not align with other Shareholders’ interests.

6.2 Company and industry risks

The risks outlined below are specific to the Company’s operations and to the resource exploration industry in which the Company operates.

• (a) Exploration

The Company is an exploration company and is focused on finding and developing iron ore deposits. The Company currently has three projects, being the Yerecoin Project (acquired in April 2014), the Central Yilgarn Project in Western Australia, and the Uruara Project in Brazil.

The tenements and projects held by the Company are early stage with limited exploration and investors should understand that mineral exploration is a high risk activity. The Company does not provide any assurances that its exploration activities will guarantee the discovery and/or economic exploitation of a significant mineral resource

The renewal of tenements upon expiry of their current term and granting of applications for mining tenements are subject to Ministerial (or other government authority) discretion. Non-approval or a delay in the approval process could have a negative impact on exploration conducted by the Company as well as its Share price.

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Prospectus – Radar Iron Limited

The exploration and operating costs of the Company are based on certain assumptions with respect to exploration methods and the timing of exploration activities undertaken. By their nature, these estimates and assumptions are subject to uncertainties and as such, actual costs may materially differ from the estimates and assumptions. No assurances can be provided that cost estimates and their underlying assumptions will be realised in practice which could adversely affect the Company.

(b) Future capital needs and additional funding

As at the date of this Prospectus, the Company had approximately $700,000 cash on hand.

The funds raised from the Offer will primarily be used to meet the remaining payments for the acquisition of the Yerecoin Project ($2,880,000) and then advance technical studies on the Yerecoin Project that are necessary for a decision to mine, and commence drilling on the Uruara Project in Brazil. There is a risk that the Company’s funds will not be sufficient for this and that further funding will be required.

If one of the Company’s projects proceeds to the development phase, the Company will require further funding within the next 15 months. The Company is yet to determine the quantum of funding for production, however it may be significant. Should the Company be unable to raise sufficient funds, the development of the project may have to be deferred.

The Company’s ability to raise further capital (equity or debt) within an acceptable time, of a sufficient amount and on terms acceptable to the Company will vary according to a number of factors, including prospectivity of projects (existing and future), the results of exploration, subsequent feasibility studies, development and mining, stock market and industry conditions and the price of relevant commodities and exchange rates.

No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms the Company may not be able to further develop its projects and it may impact on the Company's ability to continue as a going concern.

(c) Iron ore prices

As an explorer for iron ore and potentially other minerals, any earnings of the Company are expected to be closely related to the price of iron ore.

Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include worldwide and regional supply and demand for commodities, general world economic conditions and the outlook for interest rates, inflation and other economic factors on both a regional and global basis. These factors may have a positive or negative effect on the Company's exploration, project development and production plans and activities, together with the ability to fund those plans and activities.

(d) Currency risk

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Prospectus – Radar Iron Limited

Currency fluctuations will affect the cash flow that the Company may realise from, or expend on, exploration and mining operations. International prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company will be taken into account in Australian dollars. This exposes 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. Fluctuations in exchange rates to which the Company are exposed will cause fluctuations in the potential income of the Company.

(e) Title and application risk

The Company’s mining tenements are governed by mining legislation of the relevant country or state. Each tenement is for a specific term and in Western Australia each tenement carries with it annual expenditure and reporting commitments as well as other conditions requiring compliance. In Brazil, there are no such formal requirements, but the company must prepare a report to the Government at the end of each three year term of the tenement so that the Government may determine if a further three year term is justified. There is a risk that the Company could lose title to one or more of its tenements if tenement conditions (including annual expenditure commitments in Western Australia) are not met.

(f) Operating risks

The Company’s operations 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; the existence or absence of appropriate infrastructure, difficulties in operating plant and equipment; mechanical failures or breakdowns; shipping and port access constraints, 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 provided that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to extract value from its projects, the Company is likely to incur ongoing operating losses.

(g) Resource estimates

The Company has previously announced resource estimates. Resource estimates are expressions of judgement based on knowledge, experience and industry practice (refer to the JORC Code for further information on resource estimation). Estimates that were valid when originally made may alter significantly when new information or techniques become available.

In addition, by their very nature, resource estimates are imprecise and depend on interpretations which may prove to be inaccurate, and whilst the Company will employ industry-standard techniques including compliance with the JORC Code to reduce the resource estimation risk, there is no assurance that this approach will alter the risk. As further information becomes available through additional

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Prospectus – Radar Iron Limited

fieldwork and analysis, resource estimates may change. This may result in alterations to mining and development plans which may in turn adversely affect the Company.

(h) Environmental

The exploration and operational activities of the Company are subject to State and Federal laws concerning the environment.

The majority of the Company’s activities involve low level disturbance associated with exploration drilling programs. Approvals, licences and hearings and other regulatory requirements are performed as required by the management of the Company for each permit or lease in which the Company has an interest in.

The Directors believe that the Company has, in all material respects, complied with all particular and significant environmental regulations relevant to its operations.

(i)

Joint Venture for the Uruara Project

The Company is currently a party to a farmin agreement for the Uruara Project in Brazil.

As disclosed in the Company’s annual report (refer to ASX announcement on 30 September 2014), the exploration commitment under the farmin agreement is approximately $1,448,120 to earn 50% of the project. Radar plans to spend approximately $150,000 in coming months on the initial drill testing of identified prospects. If exploration results do not meet the Company’s hurdles, the Company is not committed to spend the full sum and can withdraw without further obligation.

(j) Legal risk

The introduction of new legislation or amendments to existing legislation by governments, developments in existing common law, or the respective interpretation of the legal requirements in any of the legal jurisdictions which govern the Company’s operations or contractual obligations could impact adversely on the assets, operations and financial performance of the Company and its securities. In addition, there is a commercial risk that legal action may be taken against the Company in relation to commercial matters.

(k)

Access risk and native title

The Company’s tenement interests are governed by Federal and State legislation 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. The Company could lose title to its interests in its tenements if expenditure and reporting commitments are not met when they arise.

The Company’s tenements are on a combination of freehold land, pastoral leases and crown land reserves of various categories also exist in some tenements. There may be areas over which legitimate Native Title rights 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 Native Title claimant), or to progress from the exploration phase to the development and mining phases of operation may be adversely affected.

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Prospectus – Radar Iron Limited

Owners of private land in Western Australia have a right to veto access to the land by an explorer. The Company has reached agreement with some, but not all private landowners and may, if agreement with the remaining landowners cannot be reached, be restricted from accessing certain areas.

Access to freehold land may be subject to agreements reached with any relevant landowner regarding restrictions of access whilst land is subject to cropping or animal husbandry practices. Adverse weather conditions may also restrict access to land for the purpose of carrying out activities such as drilling.

(l) Uninsured loss and liability

Exploration for and development of minerals involves hazards and risks that could result in the Company incurring losses and liabilities to third parties. There is a risk that the Company may not be insured against all potential losses or liabilities that could arise from its activities. If the Company incurs losses or liabilities that are not covered by its insurance policies, the funds available for exploration with be reduced and could create risk for the value of the Company’s assets.

(m) Country risk

The Company is currently farming into the Uruara Project in Brazil. The Company’s operations will be affected by the political, economic, legal and social factors in Brazil.

6.3 General investment risks

The risks outlined below are some of the general risks that may affect an investment in the Company.

(a) Securities investments and share market conditions

There are risks associated with any securities investment. The prices at which the securities trade may fluctuate in response to a number of factors.

Furthermore, the stock market, and in particular the market for exploration and mining companies may experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of such companies. These factors may materially adversely affect the market price of the securities of the Company regardless of the Company's operational performance. Neither the Company nor the Directors warrant the future performance of the Company, or any return of an investment in the Company.

(b) Liquidity risk

The market for the Company’s Shares may be illiquid. As a consequence investors may be unable to readily exit or realise their investment.

(c) Economic risk

Changes in both Australia and world economic conditions may adversely affect the financial performance of the Company. Factors such as inflation, currency fluctuations, interest rates, industrial disruption and economic growth may impact on future operations and earnings. The Company’s possible revenues and price of its securities can be affected by these factors which are beyond the control of the Company and its Directors.

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Prospectus – Radar Iron Limited

7 ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS

7.1 What you may do

As an Eligible Shareholder, you may:

• (a) subscribe for all or part of your Entitlement (see section 7.2);

• (b) apply for Shortfall Shares (see section 7.3); and

• (c) allow all or part of your Entitlement to lapse (see section 7.4).

7.2

Subscribe for all or part of your Entitlement

Applicants should read this Prospectus in its entirety in order to make an informed decision on the prospects of the Company and the rights attaching to the New Shares offered by this Prospectus before deciding to apply for Shares. If you do not understand this Prospectus you should consult your stockbroker, accountant or other professional adviser in order to satisfy yourself as to the contents of this Prospectus.

If you wish to subscribe for all or part of your Entitlement, complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on that form. The Entitlement and Acceptance Form sets out the number of New Shares you are entitled to subscribe for.

7.3 Subscribe for all of your Entitlement and apply for Shortfall Shares

Eligible Shareholders who take up their Entitlement in full may, in addition to their Entitlement, apply for Shortfall Shares regardless of the size of their present holding by completing the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on that form. See section 8.7 for details of the manner in which Shortfall Shares will be allocated.

Any refund of application monies will be returned to Applicants as soon as practicable following the issue of all Shortfall Shares.

7.4 Allow all or part of your Entitlement to lapse

If you are an Eligible Shareholder and do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

If you take no action, your Entitlement will lapse. You will receive no benefit or New Shares and your Entitlement will become Shortfall Shares.

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

7.5 Payment methods

Cheque, bank draft or money order

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The completed Entitlement and Acceptance Form must be accompanied by a cheque, bank draft or money order made payable to ‘ Radar Iron Limited ’ and crossed ‘Not Negotiable’ for the appropriate application money in Australian dollars calculated at $0.035 per New Share accepted. Your cheque, bank draft or money order must be paid in Australian currency and be drawn on an Australian branch of an Australian financial institution. The Company will present the cheque or bank draft on the day of receipt of the Entitlement and Acceptance Form. You must ensure that your cheque account has sufficient funds to cover your payment, as your cheque will be presented for payment on receipt. If your bank dishonours your cheque your application will be rejected. Dishonoured cheques will not be represented.

If the amount of your cheque(s), bank draft(s) or money order(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 Shares you have applied for in your Entitlement and Acceptance Form, you may be taken to have applied for such lower number of New Shares as your cleared application money will pay for (and to have specified that number of New Shares in your Entitlement and Acceptance Form) or your Application may be rejected.

The Entitlement and Acceptance Form must be received by the Company at either of the following addresses by no later than 5.00 pm (WST) on the Closing Date:

By Post To:	By Delivery To:
Security Transfer Registrars Pty. Limited	Security Transfer Registrars Pty. Limited
PO Box 535	770 Canning Highway
Applecross WA 6953	Applecross WA 6153

BPAY

Alternatively, if you are paying by BPAY, refer to your personalised instructions on your Entitlement and Acceptance Form. Shareholders who wish to pay by BPAY must ensure that payment is received by no later than 5pm AEDT (2pm WST) on the Closing Date.

You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY are received by 5pm AEDT (2pm WST) on the Closing Date.

If you have more than one shareholding and consequently receive more than one Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those shareholdings only use the Customer Reference Number specific to that shareholding as set out in the applicable Entitlement and Acceptance Form. Do not use the same Customer Reference Number for more than one of your shareholdings. This can result in your application monies being applied to your Entitlement in respect of only one of your shareholdings (with the result that any application in respect of your remaining shareholdings will not be recognised as valid).

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

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7.6 Entitlement and Acceptance Form is binding

A completed and lodged Entitlement and Acceptance Form together with a cheque, bank draft or money order for the application monies, or by making a payment in respect of an Application by BPAY, constitutes a binding offer to acquire New Shares on the terms and conditions set out in this Prospectus and, once lodged, cannot be withdrawn.

By completing and returning your Entitlement and Acceptance Form with the requisite application monies, or by making a payment in respect of an Application by BPAY, 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 Entitlement and Acceptance 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 Entitlement and Acceptance Form;

• (d) authorise the Company and its respective officers or agents, to do anything on your behalf necessary for the New Shares 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 Entitlement and Acceptance 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 Shares are suitable for you given your investment objectives, financial situation or particular needs; and

• (g) acknowledge that the New Shares have not, and will not be, registered under the securities laws in any other jurisdictions outside Australia and New Zealand and accordingly, the New Shares 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.

The Entitlement and Acceptance Form does not need to be signed to be a valid application. An Application will be deemed to have been accepted by the Company upon allotment of the New Shares.

If the Entitlement and Acceptance Form is not completed correctly or if the accompanying payment of the application monies is for the wrong amount, it may still be treated as a valid application for New Shares. The Directors’ decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final. However, an Applicant will not be treated as having applied for more Shares than is indicated by the amount of the application monies received.

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Prospectus – Radar Iron Limited

8 DETAILS OF THE OFFER

8.1 Shares offered for subscription

By this Prospectus the Company makes a non-renounceable pro rata offer to Eligible Shareholders on the basis of 1 New Share for every Existing Share held as at the Record Date at a price of $0.035 per New Share to raise approximately $4.6 million before issue costs. Fractional entitlements will be rounded up to the nearest whole number.

The Offer is only open to Eligible Shareholders. The Company reserves the right to reject any application that it believes comes from a person who is not an Eligible Shareholder.

Details of how to apply for New Shares are set out at section 7.

All New Shares offered under this Prospectus will rank equally with Existing Shares. The rights and liabilities of the New Shares offered under this Prospectus are summarised in section 9.

8.2 No minimum subscription

There is no minimum subscription for the Offer as it is fully underwritten.

8.3

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 7 and on the Entitlement and Acceptance Form which accompanies this Prospectus.

8.4 Underwriting

Victory Mining has agreed to underwrite all Shortfall Shares in accordance with the binding term sheet signed between the Underwriter and the Company on 19 September 2014 ( Term Sheet ).

The Company will pay a corporate advisory fee of $30,000 and a procurement fee of 6% of the amount raised under the Offer ( Procurement Fee ) to unrelated third parties who have facilitated the underwriting. The Company will also be required to reimburse the reasonable costs incurred by these unrelated third parties in relation to the Offer.

The underwriting of the Offer is conditional upon the satisfaction or waiver by the Underwriter of the following conditions by no later than the date that the New Shares are issued under this Prospectus:

• (a) the Company lodging a prospectus for the Offer (which was satisfied by the lodgement of this Prospectus);

• (b) the Company obtaining all necessary approvals under the Corporations Act (which was satisfied on 19 November 2014);

• (c) there being no material adverse change to the Company or its assets;

• (d) there being no material breach of any warranty given by the Company;

• (e) if required, the Underwriter obtaining FIRB approval (this is not required);

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Prospectus – Radar Iron Limited

• (f) the All Ordinaries Index remains at all times at least 90% or more than at the close of business on the business day prior to the date of the Term Sheet; and

• (g) the Platts daily Iron Ore price for 62% Fe, for delivery to North China port remains at all times at least 90% or more than as at the business day prior to the date of the Term Sheet (being $82.75 on 18 September 2014).

On 19 November 2014 Victory Mining advised the Company that the Platts daily Iron Ore price for 62% Fe, for delivery to North China port was $71.25 (being less than 90% of the price on 18 September 2014), that Victory Mining had the right to immediately terminate its obligation to underwrite the Rights Issue. Victory Mining advised the Company that it was considering its position and in the meantime expressly reserved all of its rights.

Radar will, in the event Victory Mining terminates the underwriting, deal with Applications received in accordance with the Corporations Act.

8.5 Entitlement to Offer

The Offer is made to Eligible Shareholders, who are those Shareholders that:

• (a) are the registered holder of Shares as at 5pm (WST) on the Record Date; and

• (b) have a registered address in Australia or New Zealand.

8.6 No Rights trading

The Offer is non-renounceable. This means that the rights of Eligible Shareholders to subscribe for New Shares 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.

8.7 Shortfall

Any New Shares not applied for under the Offer will become Shortfall Shares. The Directors, in consultation with the Underwriter, reserve the right to issue any Shortfall Shares at their discretion within 3 months after the Closing Date ( Shortfall Offer ).

The Shortfall Offer is, to the extent it is made in Australia, made under this Prospectus. To the extent the Shortfall Offer is made outside Australia, the Shortfall Offer is made without disclosure, a prospectus, lodgement, filing or registration, or other requirements of any applicable securities law, and only in circumstances where it is lawful to do so (such as to institutional or sophisticated investors).

Eligible Shareholders may apply for Shortfall Shares by completing the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on that form. Other investors who are not Eligible Shareholders may apply for Shortfall Shares using the Shortfall Application Form attached to this Prospectus. Persons outside Australia doing so represent to the Company that they can apply for Shortfall Shares in circumstances which do not require the offer for Shortfall Shares or this Prospectus to be registered.

It is possible that there may be no Shortfall Shares available for issue. The Company will allocate Shortfall Shares:

• (a) firstly, to Eligible Shareholders with Unmarketable Parcels who apply for Shortfall Shares in excess of their Entitlement; and

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Prospectus – Radar Iron Limited

• (b) then, at the Directors’ discretion in consultation with the Underwriter.

Subject to the above, the Directors reserve the right at their absolute discretion to reject any application for Shortfall Shares or to issue a lesser number of Shortfall Shares than that applied for, and it is an express term of the Shortfall Offer that applicants for Shortfall Shares will be bound to accept a lesser number of Shortfall Shares allocated to them than applied for. If a lesser number is allocated, excess application money will be refunded without interest as soon as practicable after the Closing Date.

8.8 Offer outside Australia and New Zealand

Recipients may not send or otherwise distribute this Prospectus or the Entitlement and Acceptance Form to any person outside Australia or New Zealand.

8.9 Treatment of Overseas Shareholders

Given the small number of Ineligible Shareholders and the cost of complying with applicable regulations in those jurisdictions, the Company has decided that it would be unreasonable to extend the Offer to Ineligible Shareholders. The Prospectus will not be sent to those Shareholders.

(a) New Zealand

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 2013 (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 New Shares. This Prospectus has not been registered, filed or approved by any New Zealand regulatory authority. This Prospectus is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

(b) Elsewhere

This Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the Offer. No action has been taken to register or qualify the New Shares or the Offer or otherwise to permit an offering of the New Shares in any jurisdiction other than as set out in this section.

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, 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.

Recipients may not send or otherwise distribute this Prospectus or the Entitlement and Acceptance Form to any person outside Australia or New Zealand (other than to Eligible Shareholders).

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Prospectus – Radar Iron Limited

8.10 Beneficial holders, nominees, trustees and custodians

The foreign selling restrictions under the Offer summarised in section 8.9 of this Prospectus apply to the underlying beneficial holder. Nominees, trustees and custodians must not apply on behalf of any beneficial holder that would not itself be an Eligible Shareholder. Shareholders who are nominees, trustees or custodians are advised to seek independent advice as to how they should proceed. Shareholders who hold Shares on behalf of persons whose registered address is not in Australia or New Zealand are responsible for ensuring that applying for New Shares does not breach securities laws in the relevant overseas jurisdictions.

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.

8.11 Issue of New Shares and application money

New Shares will be issued only after all application money has been received and ASX has granted permission for the New Shares to be quoted. It is expected that New Shares will be issued on 17 December 2014 and normal trading of the New Shares on ASX is expected to commence on 18 December 2014.

All application monies will be deposited into a separate bank account of the Company and held in trust for Applicants until the Shares are issued or application monies returned. Any interest that accrues will be retained by the Company and will not be paid to Applicants.

8.12 Quotation

The Company has applied to ASX for quotation of the New Shares offered by this Prospectus on 22 September 2014. If ASX does not grant permission for the quotation of the New Shares offered under this Prospectus within 3 months after the date of this Prospectus, or such longer period as modified by ASIC, none of the New Shares offered by this Prospectus will be allotted or issued. In these circumstances, all Applications will be dealt with in accordance with the Corporations Act including the return of all application monies without interest.

A decision by ASX to grant official quotation of the New Shares is not to be taken in any way as an indication of ASX's view as to the merits of the Company or of the New Shares.

Quotation, if granted, of the New Shares offered by this Prospectus will commence as soon as practicable after statements of holdings of the New Shares are dispatched.

8.13 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 Shares being offered under this Prospectus, during the 3 months immediately preceding the lodgement of this Prospectus with the ASIC, and the last market sale price on the date before the lodgement date of this Prospectus, are set out below.

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Prospectus – Radar Iron Limited

		3 month high	3 month low	Last market sale price
Price ($)		0.035	0.021	0.025
Date	4	September 2014	10 October 2014	30 October 2014

8.14 CHESS

The Company participates in the Clearing House Electronic Subregister System ( CHESS ). CHESS is operated by ASX Settlement Pty Ltd ( ASPL ), a wholly owned subsidiary of ASX.

Under CHESS, the Company does not issue certificates to investors. Instead, security holders will receive a statement of their holdings in the Company, including New Shares issued under this Prospectus. If an investor is broker sponsored, ASPL will send a CHESS statement.

The CHESS statement will set out the number of New Shares 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 Shares 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.

8.15 Taxation and duty 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 Shares 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 Offer. Shareholders should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Offer.

No brokerage or stamp duty is payable by Applicants in respect of Applications for New Shares under this Prospectus.

8.16 Privacy

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s security holding in the Company.

By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, the Company’s related body

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Prospectus – Radar Iron Limited

corporates, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

The Corporations Act requires the Company to include information about the Shareholder (including name, address and details of the Shares held) in its public register. The information contained in the Company’s public register must remain there even if that person ceases to be a Shareholder. Information contained in the Company’s register is also used to facilitate distribution payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Application. An Applicant has the right to gain access to the information that the Company holds about that person subject to certain exceptions under law. A fee may be charged for access. Such requests must be made in writing to the Company’s registered office.

8.17 Enquiries

Any queries regarding the Offer should be directed to Mr Damon Sweeny, Company Secretary on (08) 9389 9919.

Any queries regarding the Entitlement and Acceptance Form should be directed to the Share Registry on (08) 9315 2333.

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

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Prospectus – Radar Iron Limited

9 RIGHTS AND LIABILITIES ATTACHING TO SHARES

9.1 Rights and liability attaching to Shares

Full details of the rights and liabilities attaching to the Shares are • detailed in the Constitution, a copy of which can be inspected, free of charge, at the registered office of the Company during normal business hours; and in certain circumstances, regulated by the Corporations Act, the Listing Rules and the general law.

The following is a summary of the more significant rights and liabilities attaching to the Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

(a) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of members every member has one vote on a show of hands and one vote per Share on a poll. Voting may be in person or by proxy, attorney or representative.

(b) Dividends

Subject to the rights of holders of shares issued with any special rights (at present there are none), the Board may from time to time declare a dividend to be paid to the shareholders entitled to the dividend. All Shares currently on issue and the shares to be issued under this Prospectus are fully paid Shares.

(c) Future issues of securities

Subject to the Corporations Act and the Listing Rules, the Directors may issue, grant options over, or otherwise dispose of unissued shares in the Company at the times and on the terms that the Directors think proper and a share may be issued with preferential or special rights.

(d) Transfer of Shares

A shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX for the purpose of facilitating transfers in Shares or by an instrument in writing in a form approved by ASX or the Board.

(e) Meetings and notices

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

Shareholders may requisition meetings in accordance with the Corporations Act.

(f) Liquidation rights

The Company has one class of shares on issue, ordinary shares. Each ordinary Share ranks equally in the event of liquidation.

• (g) Variation of rights

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Prospectus – Radar Iron Limited

Subject to the Listing Rules, the rights attached to the Shares may be varied with the consent in writing of shareholders holding three-quarters of the Shares or by a special resolution passed at a separate meeting of the holders of the Shares in accordance with the Corporations Act.

(h) Election of directors

There must be a minimum of 3 but not more than 9 Directors. At every annual general meeting one third of the Directors (rounded up to the nearest whole number) must retire from office. Any Director who would have held office for more than 3 years if that Director remains in office until the next general meeting must retire. These retirement rules do not apply to certain appointments including the managing director.

(i) Indemnities

To the extent permitted by law the Company must indemnify each past and present Director and secretary against any liability incurred by that person as an officer of the Company and any legal costs incurred in defending an action in respect of such liability.

(j) Winding up

Subject to the Corporations Act, the ASX Listing Rules and any rights or restrictions attached to a class of shares, on a winding up of the Company any surplus must be divided among the shareholders of the Company.

(k) Shareholder liability

As the Shares under the Prospectus are fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(l) Alteration to the Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of shareholders present and voting at the general meeting. At least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

(m) Listing Rules

As the Company is admitted to trading on the Official List, then despite anything in the Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision and it does not contain such a provision, the Constitution is deemed to contain that provision. If the Listing Rules require the Constitution not to contain a provision and it contains such a provision, the Constitution is deemed not to contain that provision. If a provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

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Prospectus – Radar Iron Limited

10 ADDITIONAL INFORMATION

10.1 Continuous disclosure obligations

The Company is a ‘disclosing entity’ (as defined in section 111AC 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. The New Shares which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.

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 Shares on the Company and the rights attaching to the New Shares. 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 period from lodgement of the Company’s annual financial report of the Company for the financial year ended 30 June 2014 to 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:

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Prospectus – Radar Iron Limited

• (i) the annual financial report of the Company for the financial year ended 30 June 2014 being the last financial report for a financial year, of the Company lodged with the ASIC before the issue of this Prospectus;

• (ii) any half-year financial report lodged with ASIC by the Company after the lodgement of that annual report and before the lodgement of this Prospectus; and

• (iii) any continuous disclosure notices given by the Company after the lodgement of the financial report referred to in paragraph (i) and before the lodgement of this Prospectus with ASIC.

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 2014 annual financial report:

Date	Description of Announcement
20/11/2014	Status of Underwriting Of Rights Issue and Timetable
19/11/2014	Change in substantial holding
19/11/2014	Results of Meeting
07/11/2014	Becoming a substantial holder
04/11/2014	Change in substantial holding from POK
03/11/2014	Appendix 3B
03/11/2014	Placement Completed and Rights Issue Timeline Finalised
03/11/2014	Quarterly Activities Report
03/11/2014	Quarterly Cashflow Report
23/10/2014	Results of Meeting
22/10/2014	Notice of Annual General Meeting/Proxy Form
16/10/2014	Company Presentation - October 2014

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 or from www.asx.com.au.

10.2 Directors’ interests

As at the date of this Prospectus the Directors have a relevant interest in securities of the Company and remuneration as set out below.

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Director	Current holding	Current holding	Entitlement
	Shares	Options	New Shares
Alan Tough	761,771	nil	761,771
Jonathan Lea	1,251,308	nil	1,251,308
Ananda Kathiravelu	130,000	nil	130,000
David Sourbutts	nil	nil	nil

Remuneration paid to Directors in the two years prior to the date of this Prospectus	Remuneration paid to Directors in the two years prior to the date of this Prospectus	Remuneration paid to Directors in the two years prior to the date of this Prospectus
	2012/2013	2013/2014
Managing Director
Jonathan Lea1	$272,500	$273,125
**Non-Executive Directors2 **
Alan Tough	$70,850	$70,850
Ananda Kathiravelu1	$54,936	$55,062
David Sourbutts1,3		$4,780

Notes:

• 1 Inclusive of superannuation.

• 2 The maximum aggregate amount of annual fees that can be paid to non-executive Directors is currently at $300,000.

• 3 Mr Sourbutts was appointed a Director on 15 April 2014 and was subsequently reelected at the Company’s Annual General Meeting held on 19 November 2014 in accordance with the Company’s Constitution.

Ampere Limited, an entity controlled by Mr Kathiravelu, has entered a services agreement with the Company under which Ampere Limited provides company secretary, accounting and office services to the Company. Ampere has been paid approximately $96,000 (excluding GST) in the previous 2 years, and is paid a fee of $8,000 per month.

Armada Capital Limited, an entity controlled by Mr Kathiravelu, has provided corporate advisory services to the Company, for which it has been paid a fee of $9,000.

The Company has entered into indemnity, insurance and access deeds with each of the Directors ( Deeds ). Under the Deeds, the Company agrees to indemnify each of the Directors to the extent permitted by the Corporations Act against certain liabilities incurred by the Directors whilst acting as an officer of the Company, and to insure each Director

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against certain risks to which the Company is exposed as an officer of the Company. The Deeds also grant each Director a right of access to certain records of the Company for a period of up to 7 years after the Director ceases to be an officer of the Company.

The Deeds were entered into as part consideration for the Directors agreeing to hold office as directors of the Company.

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.

The Company also pays premiums to insure all of the Directors against liabilities for costs and expenses incurred by them in defending legal proceedings arising from their conduct whilst acting in the capacity as a Director of the Company.

Other than as set out above or elsewhere 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 before the date of lodgement of this Prospectus with ASIC, any interest in:

• (a) the formation or promotion of the Company; or

• (b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Company or the Offer; or

• (c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given:

• (d) to a Director or proposed Director or to any firm which any such Director is a partner, to induce him or her to become, or to qualify as, a Director; or

• (e) for services provided by a Director or proposed Director or to any firm which any such Director is a partner, in connection with the formation or promotion of the Company or the Offer.

10.3 Interests of promoters and named persons

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

• (a) the formation or promotion of the Company; or

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• (c) the Offer.

Kings Park Corporate Lawyers has acted as solicitors to the Offer. In respect of this work, the Company will pay approximately $10,000 exclusive of GST. Subsequently fees will be paid in accordance with normal hourly rates. Kings Park Corporate Lawyers have received

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fees of approximately $133,000 (exclusive of GST) for services to the Company in the 2 years prior to the date of this Prospectus.

Victory Mining will not be paid for underwriting the Offer. The Underwriter has not received fees for services to the Company in the 2 years prior to the date of this Prospectus.

10.4 Consents

Each of the persons referred to in this section:

• (a) has given and has not, before the date of lodgement of this Prospectus with ASIC withdrawn their written consent:

• (i) to be named in the Prospectus in the form and context which it is named; and

• (ii) where applicable, to the inclusion in this Prospectus of the statement(s) and/or reports (if any) by that person in the form and context in which it appears in this Prospectus;

• (b) has not caused or authorised the issue of this Prospectus;

• (c) has not made any statement in this Prospectus or any statement on which a statement in this Prospectus is based, other than specified below;

• (d) to the maximum extent permitted by law, expressly disclaims all liability in respect of, makes no representation regarding, and takes no responsibility for, any part of this Prospectus, other than the references to their name and the statement(s) and/or report(s) (if any) specified below and included in this Prospectus with the consent of that person.

Name	Role
Kings Park Corporate Lawyers	Lawyers
Security Transfer Registrars Pty Limited	Share Registry
Victory Mining Pty Ltd	Underwriter

10.5 Expenses of the Offer

The total expenses of the Offer are estimated to be $350,000, consisting of the following:

Cost	$’000
Procurement Fee and corporate advisory fee	308
Legal fees	10
ASX fees	12
ASIC and other expenses	20
Total	350

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These expenses have or will be paid by the Company.

10.6 Litigation

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

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11 DIRECTORS' RESPONSIBILITY AND CONSENT

Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Dated: 20 November 2014

..................................... Signed for and on behalf of Radar Iron Ltd by Damon Sweeny

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12 GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

$, or Dollars Australian dollars unless otherwise stated. AEDT Australian Eastern Daylight Saving Time. Annual General the annual general meeting of the Company held on 19 November Meeting 2014. Applicant a person who submits a valid Entitlement and Acceptance Form pursuant to this Prospectus. Application a valid application made on an Entitlement and Acceptance Form to subscribe for New Shares pursuant to this Prospectus. ASIC the Australian Securities & Investments Commission. ASX the ASX Limited ACN 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited. Board the board of Directors. Business Day Monday to Friday inclusive, except any day that ASX declares is not a business day. Closing Date the closing date of acceptances set out in section 1. Company or Radar Radar Iron Ltd (ABN 15 146 455 576). Iron Constitution the constitution of the Company. Corporations Act the Corporations Act 2001 (Cth). Deeds the indemnity, insurance and access deeds between the Company and each of the Directors. Director a director of the Company. Eligible Shareholders a Shareholder as at the Record Date with a registered address in Australia or New Zealand. Entitlement an Eligible Shareholder’s entitlement to subscribe for New Shares offered by this Prospectus. Entitlement and the personalised entitlement and acceptance form attached to Acceptance Form this Prospectus. Existing Share a Share issued as at 5pm (WST) on the Record Date. Ineligible a Shareholder who is not an Eligible Shareholder.

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Shareholder Listing Rules the listing rules of the ASX. New Shares Shares issued pursuant to this Prospectus. Notice of Meeting the notice of meeting for the Annual General Meeting announced to ASX on 23 September 2014. Offer an invitation made in this Prospectus to subscribe for New Shares. Official List the official list of the ASX. Option an option to purchase a Share. Procurement Fee has the meaning given in section 8.4 Prospectus this Prospectus and includes the electronic prospectus. Record Date the record date set out in section 1. Share a fully paid ordinary share in the Company. Share Registry Security Transfer Registrars Pty Limited. Shareholder the registered holder of Shares in the Company. Shortfall will occur if the Company does not hold successful valid Applications for all the New Shares offered by the Company under this Prospectus by the Closing Date. Shortfall Offer has the meaning given in section 8.7. Shortfall Shares New Shares for which valid Applications have not been received by the Closing Date. Term Sheet has the meaning given in section 8.4. Underwriter or Victory Mining Pty Ltd (ACN 601 774 887). Victory Mining Underwriting the underwriting arrangement as set out in the Term Sheet. Agreement Unmarketable Parcel a parcel of Shares of less than $500 based on the closing price on ASX on the Record Date. US Person has the meaning given to that term in Regulation S under the US Securities Act. US Securities Act the United States Securities Act of 1933 , as amended. WST Western Standard Time, Western Australia.

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SCHEDULE 1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-Current Assets Exploration and evaluation expenditure Plant and equipment Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade and other payables TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses TOTAL EQUITY	Audited 30 June 2014 $ 15,064 460,872 475,936 13,311,475 54,380 13,365,855 13,841,791 3,606,100 3,606,100 10,235,691 13,220,638 77,094 (3,062,041) 10,235,691	Adjustment* $ 5,405,345 5,405,345 5,405,345 5,405,345	Unaudited pro forma full subscription 30 June 2014 $ 5,420,409 460,872
			5,881,281
			13,311,475 54,380
			13,365,855
			19,247,136
			3,606,100
			3,606,100
			15,641,036
			18,625,983 77,094 (3,062,041)
			15,641,036

*this adjustment assumes that all capital raisings completed since 30 June 2014 and the entitlement issue contemplated in this Prospectus were completed on 30 June 2014 and reflects the net proceeds thereof. See section 5.4 for details.

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Prospectus – Radar Iron Limited