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ELECTRONIC TRANSMISSION

DATE: 29 October 2007

TO: Manager Announcements Company Announcements Office Australian Stock Exchange Limited

N[o] OF PAGES: 62 (incl. this page)

RE: NEW ISSUE ANNOUNCEMENT, APPENDIX 3B & OFFER INFORMATION STATEMENT

MESSAGE:

Dear Sir

The Directors of Zinc Co Australia Limited ("ZNC") wish to announce a non-renounceable pro-rata entitlements issue to shareholders of approximately 32,650,000 options at an issue price of one cent ($0.01) per option on the basis of one (1) Option for every two (2) shares on the record date of 7 November 2007. Zinc Co Australia Limited shares will trade exentitlement with respect to the issue of options from commencement of trade on Thursday 1 November 2007.

The total consideration for this issue is approximately $326,500 (before costs) and the proceeds will be applied towards working capital requirements of the Company.

In addition the Company advises that it has lodged an Offer Information Statement with ASIC in respect to the above offer.

We enclose a copy of the Offer Information Statement and an Appendix 3B in respect to the above issue of options.

Yours faithfully

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Bruce Acutt Company Secretary

Level 3, 33 Ord Street, West Perth, Western Australia 6005 PO Box 1426, West Perth, Western Australia 6872 Tel: (+61-8) 9226 1110 Fax: (+61-8) 9321 0070

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

ZINC CO AUSTRALIA LIMITED ABN 96 119 397 938

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be Options over ordinary shares expiring issued 30 November 2009 2 Number of[+] securities issued or to Approximately 32,650,000 options expiring be issued (if known) or maximum 30 November 2009 number which may be issued 3 Principal terms of the[+] securities Options issued at 1 cent each, expiring 30 (eg, if options, exercise price and November 2009 and exercisable at 25c to expiry date; if partly paid Ordinary Fully Paid Shares +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

4 Do the[+] securities rank equally in all New class respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5 Issue price or consideration 1 cent per Option 6 Purpose of the issue Funds will be applied towards working capital (If issued as consideration for the requirements. acquisition of assets, clearly identify those assets)
7 Dates of entering[+] securities into 11 December 2007 uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all + 54,614,074 Fully paid shares securities quoted on ASX ( including the securities in clause 32,650,000 Quoted options expiring 2 if applicable) 30 November 2009 exercisable at $0.25

See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	1,500,000 10,685,926 1,000,000	Options expiring 30 June 2009 exercisable at $0.25 (restricted) Ordinary fully paid shares (restricted to 29/5/09) Options expiring 30/6/09 exercisableat$0.25

10 Dividend policy (in the case of a Options carry no right to participate until exercised.
trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

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11 Is security holder approval No
required?
12 Is the issue renounceable or non- Non-renounceable
renounceable?
13 Ratio in which the [+] securities will One (1) for two (2)
be offered
14 +Class of +securities to which the Fully paid Ordinary Shares
offer relates
$0.25 Listed Options expiring 30 November 09
15 +Record date to determine 7 November 2007
entitlements
16 Will holdings on different registers Yes
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in Rounding up
relation to fractions
18 Names of countries in which the N/A
entity has [+] security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing date for receipt of 3 December 2007
acceptances or renunciations
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See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A

	Nil

	N/A

	Nil

	Nil

	No

	13 November 2007

	N/A

	N/A

	N/A

	N/A

	N/A

	N/A

	11 December 2007

See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )
(a) �[Securities described in Part 1 ]
(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state:

the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.
2 We warrant the following to ASX.
The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
There is no reason why those[+] securities should not be granted[+] quotation.
An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
- Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 29 October 2007 ( ~~Director/~~ Company secretary) Print name: BRUCE ACUTT

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See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 7

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ZINC CO AUSTRALIA LIMITED

ABN 96 119 397 938

OFFER INFORMATION STATEMENT

For a non-renounceable pro rata entitlements issue to Shareholders of approximately 32,650,000 Options at an issue price of 1 cent each on the basis of 1 Option for every 2 Existing Shares held.

This Offer Information Statement is important and requires your immediate attention. This Offer Information Statement is not a prospectus and has a lower level of disclosure requirements than a prospectus.

Applicants should read this Offer Information Statement in its entirety and should obtain professional investment advice before deciding whether to apply for the Options.

The Directors consider the Options offered by this Offer Information Statement and any Shares which may issue upon exercise of the Options to be speculative.

CORPORATE DIRECTORY

Directors: Gary Ernest Comb Stanley Allan Macdonald Rodney Michael Joyce Company Secretaries: Bruce Richard Acutt Alex Dermedgoglou Registered Office and Principal 2nd Floor Place of Business: 33 Ord Street West Perth WA 6005 Tel: (08) 9226 1110 Fax: (08) 9321 0070 Email: [email protected] Web: www.zincco.com.au Solicitors: Pullinger Readhead Lucas Level 2 Fortescue House 50 Kings Park Road West Perth WA 6005 Auditor: Mack & Co 2nd Floor 35 Havelock Street West Perth WA 6005 Share Registry: Security Transfer Registrars Pty Limited Alexandrea House Suite 1, 770 Canning Highway Applecross WA 6153 Tel: (08) 9315 2333 Fax: (08) 9315 2233 ASX Code: ZNC ZNCO

1	The	Offer	1
	1.1	Details of the Offer	1
	1.2	Action Required by Shareholders	2
	1.3	Opening and Closing Dates	3
	1.4	Allotment	3
	1.5	ASX Quotation	3
	1.6	Foreign Shareholders	4
	1.7	Taxation Implications	4
2	Zinc Co Australia Limited		5
	2.1	Company Overview	5
3	The	Company's Tenements	8
4	Purpose and Effect of the Offer		10
	4.1	Purpose of the Offer	10
	4.2	Expenditure Plans and Use of Funds	10
	4.3	Effect of the Offer	10
5	Financial Report		12
6	Additional Information		13
	6.1	Rights attaching to Options	13
	6.2	Rights attaching to Shares upon conversion of Options	13
	6.3	Material Contracts	15
	6.4	Expenses of the Offer	15
	6.5	Risk Factors	15
7	Glossary		19
8	Directors' Statement		20

IMPORTANT NOTICE

This Offer Information Statement is dated 26 October 2007 and was lodged with the ASIC on that date.

Neither the ASIC nor ASX take any responsibility for the content of this Offer Information Statement.

No securities will be issued on the basis of this Offer Information Statement later than 13 months after the date of this Offer Information Statement.

This Offer Information Statement, including each of the documents attached to it and forming part of this Offer Information Statement, is important and should be read in its entirety prior to making an investment decision. This Offer Information Statement is not a prospectus and has a lower level of disclosure requirements than a prospectus. You should obtain professional investment advice before accepting the Offer.

Certain capitalised terms used in this Offer Information Statement have defined meanings. Please refer to the Glossary in Section 7 of this Offer Information Statement for the meaning of these terms.

1 THE OFFER

1.1 Details of the Offer

(a) Introduction

This Offer Information Statement details an issue of up to approximately 32,650,000 Options on the basis of 1 Option for every 2 Existing Shares held at an issue price of 1 cent per Option to Shareholders, who were registered as at the Record Date.

(b) Key Dates

Lodgement of Offer Information Statement at ASIC and	26 October 2007
ASX
Application to ASX for quotation of Options	29 October 2007
Notice of Offer sent to security holders	30 October 2007
Record Date to determine entitlement to Options	7 November 2007
Despatch of Offer Information Statement with	13 November 2007
Entitlement and Acceptance Form
Closing date for acceptances and payment in full	3 December 2007
Despatch date, Options entered into holders' security	11 December 2007
holdings

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

(c) The Rights Issue

A non-renounceable pro rata entitlements issue to Shareholders of up to approximately 32,650,000 Options on the basis of 1 Option Share for every 2 Existing Shares held at the Record Date at an issue price of 1 cent each.

The number of Options to which you are entitled is calculated as at the Record Date and is shown on the Entitlement and Acceptance Form which accompanies this Offer Information Statement. Fractional entitlements to Options will be rounded up to the nearest whole number.

The Directors may at any time decide to withdraw this Offer Information Statement and the Offer of Options made under this Offer Information Statement in which case the Company will return all application monies (without interest) as soon as practicable.

(d) Rights Issue Amount

The total number of Options to be issued pursuant to this Offer Information Statement will be approximately 32,650,000. The total amount that will be raised will be approximately $326,500, before costs of the Rights Issue. Should all of the Options to be issued pursuant to this Prospectus be exercised, the Company will receive funds of approximately $8,162,500.

(e) Rights Attaching to Options

A summary of the rights attaching to the Options is set out in Section 6.1 of this Offer Information Statement.

ZINC CO Offer Information Statement

Page 1

(f) No Rights Trading

The rights of Shareholders to the Options pursuant to the Rights Issue are nonrenounceable. Accordingly, there will be no trading of these rights. If you do not take up your entitlement, the Offer will lapse and the Options will be dealt with by the Underwriter.

(g) Acceptances and Entitlements

This Offer may be accepted in whole or in part prior to the Closing Date, subject to the right of the Company to extend the Offer period or close the Offer early. Acceptances for Options must be accompanied by payment in full of 1 cents per Option.

Instructions for completion of the acceptance of your entitlement are set out in the Entitlement and Acceptance Form which accompanies this Offer Information Statement.

Acceptance cannot exceed your entitlement as shown on the Entitlement and Acceptance Form. If it does, acceptance will be deemed to be for your maximum entitlement and any surplus subscription funds will be returned. Fractions of entitlements have been rounded up to the nearest whole number.

(h) Privacy Act

If you complete an Entitlement and Acceptance Form for 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 an Option holder, facilitate corporate communications to you and carry out administration.

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

You can access, correct and update the personal information we hold about you. Please contact the Company's share registry to do so at the contact addresses set out in this Offer Information Statement.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (as amended), the Corporations Act and certain rules of ASX. You should note that 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.

(i) Minimum Subscription

There is no minimum subscription for the Rights Issue.

(j) Shortfall

The Offer is not underwritten and the Directors reserve their right to issue any shortfall at their discretion.

1.2 Action Required by Shareholders

(a) Acceptance in Full

If you wish to take up all of your entitlement to Options, please complete the Entitlement and Acceptance Form, which accompanies this Offer Information Statement, in accordance with the instructions set out in that form. Forward your completed Entitlement and Acceptance Form, together with your cheque for the amount shown on your Entitlement and Acceptance Form to reach the

ZINC CO Offer Information Statement

Page 2

Company's share registry, at Security Transfer Registrars Pty Limited, PO Box 535, Applecross, WA 6953, by the Closing Date or such later date as the Directors advise.

Cheques should be crossed "Not Negotiable" and made payable to "Zinc Co Australia Limited – Application Account".

(b) Partial Acceptance

If you wish to take up part of your entitlement to Options, please complete the Entitlement and Acceptance Form, which accompanies this Offer Information Statement, by inserting the number of Options for which you wish to accept the Offer under this Offer Information Statement (being less than as specified on the form) and forward the completed Entitlement and Acceptance Form together with your cheque for the total amount payable to reach the Company's share registry, at Security Transfer Registrars Pty Limited, PO Box 535, Applecross, WA 6953, by the Closing Date or such later date as the Directors advise.

Cheques should be crossed "Not Negotiable" and made payable to "Zinc Co Australia Limited – Application Account"

(c)

Non Acceptance

If you do not wish to take up any part of your entitlement to Options, you are not required to take any action.

If you have any queries concerning your entitlement or allocation, please contact:

Security Transfer Registrars Pty Limited Alexandrea House Suite 1, 770 Canning Highway Applecross WA 6153 Tel : (08) 9315 2333 Fax : (08) 9315 2233

Or contact your professional financial adviser.

1.3 Opening and Closing Dates

The Rights Issue will open for receipt of acceptances on 19 November 2007 and will close at 5.00pm (WST) on 3 December 2007, subject to the right of the Company to vary these dates.

1.4 Allotment

Application monies will be held in trust for applicants until allotment of the Options. The Company will be entitled to all interest paid or accrued on application monies.

No allotment of Options will occur until ASX grants permission to quote the Options.

The Options are expected to be allotted by no later than 11 December 2007. Statements of holding of securities will be mailed after allotment occurs.

Individual applicants are responsible for determining their allocations of Options before trading in them. You trade in Options before receiving confirmation of your allocation at your own risk.

1.5 ASX Quotation

Application for admission of the Options to official quotation on ASX will be made within 7 days after the date of this Offer Information Statement.

ZINC CO Offer Information Statement

Page 3

If the Options are not admitted to official quotation within 3 months after the date of this Offer Information Statement, the Company will not allot or issue any Options and all application monies received pursuant to this Offer Information Statement will be repaid as soon as practicable, without interest.

The fact that ASX may agree to grant official quotation of the Options is not to be taken in any way as an indication of the merits of the Company or the Options.

1.6 Foreign Shareholders

This document does not constitute an offer in any country or place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of the Offer Information Statement in jurisdictions outside Australia may be restricted by law and therefore persons who come into possession of the Offer Information Statement should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities law. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed to enable them to subscribe for Options.

Intending non-resident investors should also seek advice in respect of the taxation effect of an investment in the Company and dividends that the Company may distribute in the future.

The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all necessary approvals and consents have been obtained.

No action has been taken to register or qualify the Options or the Offer, or otherwise to permit a public offering of the Options in any jurisdiction outside Australia.

1.7 Taxation Implications

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

ZINC CO Offer Information Statement

Page 4

2 ZINC CO AUSTRALIA LIMITED

2.1 Company Overview

Zinc Co Australia Limited either owns or holds the right to earn a majority interest in 5 zinc projects in Western Australia totalling approximately 560 square kilometres within 8 granted tenements and applications for tenements.

Zinc Co holds 100% interest in Earaheedy and Horse Springs projects. It also has a 100% interest in all minerals (other than tungsten and molybdenum) at the Mt Alexander project. Zinc Co has the right to earn up to 75% interest in all minerals (other than nickel) at the Cardinals project, and up to 75% interest in all minerals (other than gold) at the Conquistador project. All of the 5 project areas contain known zinc mineralisation discovered and partly explored prior to the severe downturn in world zinc prices in the late 1990s.

The focus of the Company is on the identification, exploration and development of zinc deposits, principally in Australia. Since listing on 29 May 2007, Zinc Co has completed initial drilling and geophysical surveys at the Conquistador project, and a large scale regional geophysical survey at the Earaheedy project.

Project Highlights

Zinc Co holds a range of zinc exploration properties at various stages of evaluation and of several geological styles:

(a) Sediment hosted zinc mineralisation

Earaheedy Project, Western Australia: The 100% owned Earaheedy zinc project includes a 30 kilometre long zone of carbonate-hosted zinc ("Zn") and lead ("Pb") mineralisation in the mid Proterozoic Earaheedy Basin north of Wiluna in Western Australia. Broadly spaced drilling has defined several prospects containing oxidised and primary Zn-Pb mineralisation (zinc dominant). At 'Navajoh', an intersection of 7.3 metres @ 6.1% Zn, 0.77% Pb (including 3.3 metres @ 11.2% Zn, and 0.93% Pb ) is untested for 50 metres to 1 kilometre in all directions. At 'Magazine' there are no follow up holes within a 1 kilometre radius of a discovery intersection of 11 metres @ 3.5% (ZN + Pb) (including 2 metres @ 8.2% Zn, 2.8% Pb ). At 'Chinook' intersections include 6 metres @3.63% (Zn + Pb) .

The Company considers that significant further drilling is warranted at each prospect. Drilling between prospects is sparse and structural controls on mineralisation are not well established.

Since listing, Zinc Co has completed acquisition of 4,900 line kilometres of detailed aeromagnetic data. Magnetite bearing rocks of the Frere Formation conformably overly the non magnetic host Yelma Formation carbonate rocks. This provides a unique opportunity to rapidly map the subtle fault structures which the Company considers likely to be important controls for this style of base metal mineralisation.

Initial drilling is scheduled for late 2007 at Navajoh, Magazine and Chinook which cover 7 strike kilometres of the Yelma Formation. The planned initial holes are 200 metre to 400 metre step-outs from the drill intersections described above.

Horse Spring Project, Western Australia: The 100% owned Horse Spring zinc project is situated approximately 45 kilometres east of Fitzroy Crossing in the East Kimberley Mineral Field and consists of a single exploration licence application.

Zinc mineralisation is carbonate hosted (Mississippi-Valley Type) and is similar to the Teck Cominco / Falconbridge (Xstrata) owned Lennard Shelf deposits

ZINC CO Offer Information Statement

Page 5

which are located 35 to 55 kilometres to the southwest. Previous exploration drilling at Horse Spring returned significant sulphide mineralisation from depths generally less than 100 metres, adjacent to the Linder Hill Fault Zone including 4 metres @ 7.65% Zn, 0.42% Pb . Geophysical surveys have identified anomalies coincident with mineralisation, and these anomalies extend a further 1 kilometre south and 400 metres north of previous drilling.

(b)

Volcanic hosted zinc mineralisation

Conquistador Project , Western Australia: The Conquistador zinc project is located in the Archaean Tallering greenstone belt in the Western Murchison Province 450 kilometres north of Perth in Western Australia. Zinc Co can earn up to 75% interest in the Conquistador project, with Giralia Resources NL retaining certain gold exploration rights.

The project hosts drill intersections of possible volcanic hosted massive sulphides ("VHMS") including 4 metres @ 8.25% Zn, 20.5 g/t Ag, 0.53% Cu and 0.63% Pb from 88 metres, 6.7 metres @ 6.1% Zn including 2 metres @ 18% Zn from 118 metres, and 2.4 metres of 12.15% Zn, 0.64% Cu, 0.63% Pb and 27.5 g/t Ag from 135.4 metres. Mineralisation is hosted by Archaean felsic schists with similarities to the Golden Grove VHMS deposits located 150 kilometres to the south east.

Since listing Zinc Co has completed reverse circulation ("RC") drilling at Conquistador, with zinc intersections of interest returned in an area around 150 metres to the south of previous high grade zinc intersections (see Table 1 below).

Hole number	From	To	Interval	Zn %	Pb %	Au g/t
	(m)	(m)	(m)
CNQRC044	128	130	2	2.53	0.7	0.73
CNQRC045	134	155	21*	3.14	0.68	1.08
including
CNQRC045	134	138	4	3.67	0.68	1.00
CNQRC045	146	148	2	8.49	2.94	0.35
CNQRC045	154	155**	1	12.2	1.71	12.2

Table 1

interval composited by length weighting with 1.00% Zn cut off and including up to 6 metres internal dilution.
** CNQRC045 terminated in mineralisation at 155 metres

A detailed ground electromagnetic survey designed locate extensions to the drilled high grade zones and to test for new mineralisation within and on the margins of the MIMDAS chargeability zone was completed in September 2007.

Cardinals Project , Western Australia: The Cardinal's zinc gossan is located approximately 130 kilometres south-south-east of Port Hedland, in the Pilbara region of Western Australia, and covers potential strike extensions to the host rocks of CBH Resources Ltd's Panorama-Sulphur Springs base metals project (open pit reserves 10 million tonnes @ 3.5% Zn, 1.4% Cu and 17 g/t Ag) which is located 35 kilometres to the north east. Zinc Co can earn up to 75% interest in the Cardinals project, with Giralia Resources NL retaining certain nickel

ZINC CO Offer Information Statement

Page 6

exploration rights.

Rock samples up to 22% Zn, 7.0% Cu, 8.0% Pb, 115 g/t Au and 0.96 g/t Au; 10.7% Zn, 10.4% Cu; and 9.1% Zn, 3.2% Cu and 2.4% Pb are reported from the Cardinals gossan. Another gossan outcrop, the Aloha gossan, in the southeastern part of the tenement returned up to 16% Zn and 32% Cu from rock sampling.

Shallow percussion drilling in the 1970's beneath the Cardinals gossan returned an intersection of 10 metres @ 5.9% Zn, 0.94% Cu, 36 g/t Ag (including 2 metres @ 13.2% Zn ). Zinc Co can earn up to 75% interest in the Cardinals project, with Giralia retaining nickel exploration rights. On grant of this tenement application, electromagnetic conductors targets immediately south of the Cardinals gossan will be a high priority target for a drilling programme to fully test its exploration potential.

(c) Other Deposit styles

Mount Alexander Project , Western Australia: Zinc Co holds 100% interest in rights to minerals other than tungsten and molybdenum at the Mount Alexander prospect, located 15 kilometres south of the Nanutarra Roadhouse on the Northwest Coastal Highway, around 370 kilometres north of Carnarvon in the northern Gascoyne province. At the 'Cyprus' gossan area, there has been no follow up drilling down dip of encouraging initial drill intersections including 8 metres @ 2.38% Zn, 0.95% Pb, and 4 metres @ 3.15% Zn beneath the main siliceous gossan which returned 42 metres @1.36% Pb, 1.08% Zn, 17.2 ppm Ag from surface rock chip sampling. At the 'galena-cave'-'dozer-cut' area, Pb anomalism over 1500 metres strike coincides with intermittent exposures of the target dolomitic shale unit with known galena occurrences. Rock chip channel samples returned 2 metres @ 62% Pb, 0.32% Zn, 420 ppm Ag at the 'dozercut' prospect, and 4 metres @ 3.15% Pb, 0.92% Zn, 29 ppm Ag at 'galenacave'.

ZINC CO Offer Information Statement

Page 7

3 THE COMPANY'S TENEMENTS

Tenement Number		Grant Date	Expiry Date	Annual Min. Expenditure	Encumb- rances	Tenement Notes	Native Title
Earaheedy Project
E69/1804	Giralia	Pending	-	-	-	-	A
E69/1771	Giralia	Pending	-	-	-	-	A and B
E69/1907	Giralia	10/12/2006	9/12/2011	$70,000	Nil	1 and 2	A
Cardinals Project
E45/2112	Giralia	18/10/1999	17/10/2006	$70,000	Nil	3, 4, 5, 6, 7 and 8	Nil
M45/1026	Giralia	Pending	-	-	-	9	Nil
M45/1027	Giralia	Pending	-	-	-	9	Nil
E45/2984	Giralia	Pending	-	-	-	10	Nil
Conquistador Project
E59/467	Carlinga	25/05/1992	24/05/2002	$50,000	Nil	11, 12, 13, 14, 15, 16 and 17	Nil
M59/564	Carlinga	Pending	-	-	-	-	C and D
Mt Alexander Project
E08/1410	MARP	21/03/2006	20/03/2011	$35,000	Nil	18, 19 and 20	E
Horse Springs Project
E80/3809	Zinc Co	Pending	-	-	-	21	F

References to number in the "Tenement Notes" column refer to the notes set out below. "Giralia" means Giralia Resources NL.

"Carlinga" means Carlinga Mining Pty Limited. "MARP" means Mt Alexander Resources Pty Ltd.

"Zinc Co" means Zinc Co Australia Limited.

Tenement Notes:

No interference with Geodetic Survey Station Nabberu 4 and 4T and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
No mining operation being carried out on Caning Stock Route Reserves 1001 and 1014 which restrict the use of the reserve.
The prior written consent of the Minister for Mines being obtained before commencing mining on:
Timber Reserve 13629;
Water Reserve 12059; and
Preservation of Aboriginal Cultural Materials Reserves 22626 and 22627.
No interference with Geodetic Survey Station G45-11 and G45-11T and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.

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No interference with the use of Aerial Landing Ground and mining thereon being confined to below a depth of 15 metres from the natural surface.
E45/2112 continues in force on and after 12 midnight on 17 October 2006 only in respect to that portion of land comprised within application for Mining Leases 45/1026 and 45/1027.
Conversion 197346 recorded on 20 February 2002 pursuant to section 67 of the Mining Act to convert to M45/1026, pending.
Conversion 197347 recorded on 20 February 2002 pursuant to section 67 of the Mining Act to convert to M45/1027, pending.
Dealing Number 256646 has been applied for pursuant to section 120AA of the Mining Act to convert Mining Lease Application 45/1026 and Mining Lease Application 45/1027 into Reversionary Exploration Licence 45/2984.
0.5% of Exploration Licence Application 45/2984 overlaps onto prior granted Exploration Licence 45/2186, jointly held by Giralia and Haoma Mining NL, and 4% of Exploration Licence Application 45/2984 overlaps prior Prospecting Licence Application 45/2561 applied for by Giralia.
No mining on Rabbit Proof Fence Reserve 12103 without the prior written consent of the Minister for Mines.
No interference with Geodetic Survey Station S-257 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
In the event of land currently comprised in Exploration Licence 59/174 later being included in this licence pursuant to the Savings and Transitional Provisions of the Mining Amendment Act 1990, then the following conditions shall apply in respect to that land:
- "No interference with Control Point B16 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface."
In the event that land currently comprised in Exploration Licence 59/144 later being included in this licence pursuant to the Savings and Transitional Provisions of the Mining Amendment Act 1990, then the following conditions shall apply in respect to that land:
- "No interference with the use of Aerial Landing Ground and mining within 15 metres thereon being confined to below a depth of 15 metres from the natural surface."
Conversion 165840 recorded on 20 February 2002 pursuant to section 67 of the Mining Act to convert M59/564, pending.
Conversion 92906 recorded on 20 May 2002 pursuant to section 67 of the Mining Act to convert to M59/565, pending.
Zinc Co only has an interest in that part of E59/467 as is overlayed by M59/564.
The grant of this licence does not include the land the subject of prior Exploration Licence 08/1074. If the prior licence expires, is surrendered or forfeited, that land may be included in this licence, subject to the provisions of the Third Schedule of the Mining Regulations 1981 titled "Transitional provisions relating to Geocentric Datum Australia".
No interference with Geodetic Survey Station ALEXANDER and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.
Giralia's rights to E08/1410 are limited to those rights granted pursuant to the Split Commodity Deed between Giralia and Mt Alexander Resources Pty Limited dated 9 March 2007.
5.3% of Exploration Licence Application 80/3809 overlaps with, and is second in time to, Exploration Licence Application 80/3627, applied for by Xmin Limited; and
5.3% of Exploration Licence Application 80/3809 overlaps with, and is second in time to, Exploration Licence Application 80/3629, applied for by Xmin Limited.

Native Title Notes:

A. Wiluna Native Title Claim (EAD6164_98).
B. Gingirana Native Title Claim (WAD6002_03).
C. Wajarri Yamatji Native Title Claim (WAD6033_98).
D. Mullewa Wadjari Native Title Claim (WAD6119_98).
E. Thalanyji Native Title Claim (WAD6113_98).
F. Gooniyandi Combined 2 Native Title Claim (WAD6008_00).

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4 PURPOSE AND EFFECT OF THE OFFER

4.1 Purpose of the Offer

The Offer comprises a non-renounceable entitlements issue of Options to Shareholders on the basis of 1 Option for every 2 Existing Shares held as at the Record Date at an issue price of 1 cent each.

The Offer was first advised by the Company in its prospectus dated 3 April 2007.

4.2 Expenditure Plans and Use of Funds

Pursuant to the Offer a total of approximately $326,500 will be raised if fully subscribed. The Company intends to apply these funds to general working capital. Should all of the Options be exercised, the Company will receive funds of approximately $8,162,500. Should the Company receive these funds, the Company intends to utilise these funds to supplement its current exploration work program.

4.3 Effect of the Offer

The Offer will have an effect on the Company's statement of financial position by increasing shareholders' funds and net assets by approximately $326,500 before deducting expenses of the Offer. In addition, the Offer will result in an increase in the number of Options from 2,500,000 to approximately 35,150,000.

Assumptions for Unaudited Proforma Balance Sheet

A pro forma Statement of Financial Position has been prepared on the basis that there has been no material movements in the assets and liabilities of the entity between 30 June 2007 and the close of the Offer other than:

(a) the issue of 32,650,000 Options at an issue price of 1 cent each in accordance with the terms and conditions set out in this Offer Information Statement to raise $326,500; and
(b) costs of $29,750 will be incurred in relation to the Option issue.
(c) the cash assets of the Company at 30 September 2007 were $4,795,750, and the Net Assets at 30 September 2007 were $5,422,386 (adjusted for the issue of Options).

The unaudited pro forma balance sheet has been prepared on the assumption that none of the existing options in the Company will be exercised and therefore entitled to participate in the Issue.

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CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON CURRENT ASSETS Plant and equipment Exploration and evaluation expenditure TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Financial liabilities TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	Audited 30 June 2007 Unaudited Proforma $ $ 4,736,228 4,795,750 33,038 33,038 24,483 24,483
	4,793,749 4,853,271
	22,257 22,257 317,668 597,668
	339,925 619,925
	5,133,674 5,473,196
	33,715 33,715 17,095 17,095
	50,810 50,810
	50,810 50,810
	5,082,864 5,422,386
	5,092,424 5,389,174 465,750 465,750 (475,310) (432,538)
	5,082,864 5,422,386

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5 FINANCIAL REPORT

The audited financial report of the Company for the 12 month period ended 30 June 2007 set out in Annexure A has been prepared on the basis of the accounting standards adopted by the Company.

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6 ADDITIONAL INFORMATION

6.1 Rights attaching to Options

The Options issued pursuant to this Offer Information Statement will be issued on the following terms and conditions:

(a) Each Option shall entitle the Option holder, when exercised, to one Share.
(b) The Options are exercisable wholly or in part at any time prior to 5.00 pm (WST) on 30 November 2009 ("Expiry Date"). Options not exercised by that date shall lapse.
(c) Each Option may be exercised by notice in writing to the Company, together with the payment for the number of Shares in respect of which the Options are exercised, at any time before the Expiry Date. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.
(d) The Option exercise price is $0.25 per Option.
(e) An Option does not confer the right to a change in exercise price or a change in the number of the underlying Shares over which the Option can be exercised.
(f) Shares issued upon exercise of the Options will be issued following receipt of all the relevant documents and payments and will rank equally in all respect with the then issued Shares.
(g) The Company will apply for quotation on ASX of the Options and all Shares issued upon exercise of the Options.
(h) Subject to the Corporations Act, the Constitution and the Listing Rules, the Options are freely transferable.
(i) There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of securities offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 10 Business Days after the issue is announced so as to give Option holders the opportunity to exercise their Options before the date for determining entitlements to participate in any issue.
(j) If at any time the issued capital of the Company is reorganised, the rights of an Option holder are to be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

6.2 Rights attaching to Shares upon conversion of Options

The following is a broad summary (though not necessarily an exhaustive or definitive statement) of the rights attaching to all Shares. Full details are contained in the Constitution, available for inspection free of charge at the Company's registered office.

All Shares issued pursuant to the exercise of Options issued under this Prospectus will, from the time they are issued, rank equally with the Company's existing issued Shares.

(a) Share Capital

All issued Shares rank equally in all respects.

(b) Voting Rights

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At a general meeting of the Company, every Shareholder present in person, by an attorney, representative or proxy has one vote on a show of hands and on a poll, one vote for every Share held, and for every contributing ordinary share held, a fraction of a vote equal to the proportion which the amount paid up bears to the total issue price of the contributing ordinary share. Where there is an equality of votes, the chairperson has a casting vote.

(c) Dividend Rights

Subject to the rights of holders of shares issued with any special or preferential rights (at present there are none), the profits of the Company which the Directors may from time to time determine to distribute by way of dividend are divisible among the shareholders in proportion to the ordinary shares held by them respectively, according to the amount paid up (not credited) as paid up on them.

(d) Rights on Winding Up

Subject to the rights of holders of shares with special rights in a winding-up (at present there are none), on a winding-up of the Company all assets which may be legally distributed amongst the members will be distributed in proportion to the shares held by them respectively, accordingly to the amount paid up or credited as paid up on the share.

(e) Transfer of Shares

Shares may be transferred by instrument in any form which complies with the Company's constitution, the Corporations Act, ASX Listing Rules and ASTC Rules.

Shares may be transferred by such means in accordance with ASX Listing Rules and the ASTC Rules. The Directors may refuse to register a transfer of shares only in those circumstances permitted by the Company's constitution, ASX Listing Rules and ASTC Rules.

(f) Calls on Shares

Where shares are issued as partly paid, the Directors may make calls upon the holders of those shares to pay the whole of or a portion of the balance of the issue price. If a shareholder fails to pay a call or instalment of a call, then subject to the Corporations Act and ASX Listing Rules, the shares in respect of the call may be forfeited and interest and expenses may be payable in accordance with the Company's constitution, the Corporations Act and ASX Listing Rules or proceedings taken to recover the amount unpaid.

(g) Further Increases in Capital

The allotment and issue of any shares is under the control of the Directors and, subject to any restrictions on the allotment of shares imposed by the Company's constitution, ASX Listing Rules or the Corporations Act, the Directors may allot, issue or grant options over or otherwise dispose of those shares to such persons, with such rights or restrictions as they may from time to time determine.

(h) Variation of Rights Attaching to Shares

Where shares of different classes are on issue, the rights attaching to the shares of a class (unless otherwise provided by their terms of issue) may only be varied by a special resolution passed at a separate general meeting of the holders of those shares of that class, or with the written consent of the holders of at least three quarters of the issued shares of that class.

(i) General Meeting

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Each shareholder will be entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive notices, accounts and other documents required to be furnished to shareholders under the Company's constitution, the Corporations Act and ASX Listing Rules.

6.3 Material Contracts

A summary of the material contracts relevant to the Company can be found in Annexure B to this Offer Information Statement.

6.4 Expenses of the Offer

The approximate aggregate cost of the Offer is $29,750.

6.5 Risk Factors

The Options offered under this Offer Information Statement and any Shares issued on exercise of those Options, are considered speculative and Shareholders should be aware that an investment in the Company involves many risks, some of which may be higher than the risks associated with an investment in other companies.

None of the Company, its Directors nor any of its professional advisers give any form of assurance or guarantee as to the future performance of the Company, future dividends, return on capital, the price at which Option or Shares might trade or any investment made pursuant to this Offer Information Statement.

The Directors strongly recommend that Shareholders examine the contents of this Offer Information Statement in its entirety and consult their professional advisers before deciding whether or not to apply for Options pursuant to this Offer Information Statement, and before any decision to exercise Options is made.

In addition to this, the Directors consider that the following summary represents some of the major risk factors which Shareholders need to be aware of. The following is not intended to be an exhaustive list of the risks associated with an investment in the Company.

(a) 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 future production activities, as well as on its ability to fund those activities.

(b) Market Conditions

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities and in particular, resources stocks. Neither the Company not the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c) Security Investments

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of mining and exploration companies, have experienced extreme price and volume fluctuations that have often been unrelated to the operating performance of such companies. These factors may materially affect the market price of the securities regardless of the Company's performance.

Mineral exploration and mining are speculative operations that may be hampered by circumstances beyond the control of the Company. Profitability depends on successful exploration and/or acquisition of reserves, design and construction of efficient processing facilities, competent operation and management and proficient financial management.

Exploration in itself is a speculative endeavour, while mining operations can be

ZINC CO Offer Information Statement

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hampered by force majeure circumstances and cost overruns for unforeseen events.

(d) Exploration and Evaluation Risks

The success of the Company depends on the delineation of economically minable reserves and resources, access to required development capital, movement in the price of commodities, securing and maintaining title to the Company's exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration activities.

Exploration on the Company's existing exploration and mining tenements may be unsuccessful, resulting in reduction of the value of those tenements, diminution in the cash reserves of the Company and possible relinquishment of the exploration and mining tenements.

(e) Commodity Price and Exchange Rate Risks

To the extent the Company is involved in mineral production the revenue derived through the sale of commodities may expose 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 macroeconomic factors.

Furthermore, international prices of various commodities are dominated 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.

(f) Environmental Risks

The operations and proposed activities of the Company are subject to State and Federal laws and regulation 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. The Company attempts to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

(g) Native Title and Title Risks

Interests in tenements in Australia are governed by the respective 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, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

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 affected.

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

(h) Joint Venture Parties, Agents and Contractors

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The Directors are unable to predict the risk of financial failure or default by a participant in any joint venture to which the Company is or may become a party or the insolvency or managerial failure by any of the contractors used by the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used by the Company for any activity.

(i) Future Capital Requirements

The Company's activities will require substantial expenditures. There can be no guarantee that the funds raised through the Offer will be sufficient to successfully achieve all the objectives of the Company's overall business strategy. If the Company is unable to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Offer there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional resources on terms acceptable to the Company or at all. Any additional equity funding may be dilutive to shareholders and any debt financing, if available, may involve restrictive covenants, which limit the Company's operations and business strategy.

The Company's failure to raise capital, if and when needed, could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

(j) Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of or significant investments in companies, products, technologies or resource projects. Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of companies, products, technologies or resource projects.

(k) Resource Estimations

Resource estimates are expression of judgment based on knowledge, experience and resource modelling. As such, resource estimates are inherently imprecise and rely to some extent on interpretations made. Despite employing qualified professional to prepare resource estimates, such estimates may nevertheless prove to be inaccurate. Furthermore, resource estimates may change over time as new information becomes available. Should the Company encounter mineralisation or geological formations different from those predicted by past drilling, sampling and interpretations, resource estimates may need to be altered in a way that could adversely affect the Company's operations.

(l) Reliance on Key Personnel

The Company's success depends largely on the core competencies of its directors and management, and their familiarization with, and ability to operate in, the metals and mining industry and the Company's ability to retain its key executives.

6.6 Consents and Liability Statements

Other than as set out below, each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Offer Information Statement, nor is any statement in this Offer Information Statement based on any statement by any of those parties;
(b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Offer Information Statement other than a reference to its name and a statement included in this Offer Information

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Statement with the consent of that party as specified in this Section; and

Mack & Co has given, and at the time of lodgement of this Offer Information Statement has not withdrawn, its written consent to being named in this Offer Information Statement as auditor of the Company and to the inclusion of the Company’s audited consolidated statement of financial position as at 30 June 2007 in Section 4 of this Offer Information Statement and the audited financial report for the 12 months ended 30 June 2007 in Section 5 of this Offer Information Statement in the form and context in which they are included.

Pullinger Readhead Lucas has given, and at the time of lodgement of this Offer Information Statement has not withdrawn, its written consent to being named in this Offer Information Statement as solicitors to the Company.

Security Transfer Registrars has given, and at the time of lodgement of this Offer Information Statement has not withdrawn, its written consent to being named in this Offer Information Statement as share registry to the Company.

The information in this Offer Information Statement that relates to Exploration Results, Minerals Resources or Ore Reserves, as those terms are as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserve”, is based on information compiled by Mr Rodney Michael Joyce, who is a Member of the Australian Institute of Geoscientists. Mr Joyce, a Director, provides geological consulting services to the Company in his individual capacity, from time to time. Mr Joyce has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserve”. Mr Joyce consents to the inclusion in this Offer Information Statement of the matters based on his information in the form and context in which it appears.

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7 GLOSSARY

ASIC means the Australian Securities and Investments Commission.

ASTC Rules means the settlement rules of Australia Settlement and Transfer Corporation Pty Limited.

ASX means Australian Stock Exchange Limited (ACN 008 624 691).

Closing Date means 5.00 pm (WST) on 3 December 2007.

Company or Zinc Co means Zinc Co Australia Limited (ABN 96 119 397 938).

Director means a director of the Company as at the date of this Offer Information Statement.

Entitlement and Acceptance Form means the entitlement and acceptance form accompanying this Offer Information Statement.

Existing Share means a fully paid ordinary share in the capital of the Company issued before the Record Date.

Offer means the non-renounceable pro-rata entitlements offer of Options under this Offer Information Statement.

Offer Information Statement means this Offer Information Statement dated 26 October 2007.

Option means an option to subscribe for a Share on the terms and conditions set out in Section 6.1 of this Offer Information Statement.

Record Date means 5.00 pm (WST) on 7 November 2007.

Rights Issue means the issue of Options under this Offer Information Statement.

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

Shareholder means the holder of a Share.

WST means Western Australian Standard Time.

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8 DIRECTORS' STATEMENT

The Directors have consented to the lodgement of this Offer Information Statement with the ASIC and have not withdrawn that consent.

This Offer Information Statement is signed for and on behalf of the Company by:

_________ S A Macdonald Director

Dated: 26 October 2007

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ANNEXURE A

INCOME STATEMENT FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

NOTE Other income 3 Administration expenses Compliance expenses Director’s fees Depreciation Employee benefits Equity Compensation benefits Exploration expenses written off Insurance Occupancy expenses Operating loss from ordinary activities before income tax expense Income tax expense 6 Net Loss operating after income tax expense LOSS PER SHARE Basic loss per share (cents) 5 Diluted loss per share (cents) 5	2007 $ 61,655 (19,882) (17,217) (8,333) (1,821) (8,786) (465,750) (501) (4,675) (10,000)
	(475,310) -
	(475,310)
	2.91 2.91

The Income Statement is to be read in conjunction with the notes to the Financial Statements

BALANCE SHEET AS AT PERIOD ENDED 30 JUNE 2007

NOTE CURRENT ASSETS Cash and cash equivalents 7 Trade and other receivables 8 Other current assets 9 TOTAL CURRENT ASSETS NON CURRENT ASSETS Plant and equipment 10 Exploration and evaluation expenditure 11 TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 12 Financial liabilities 13 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 14 Reserves 15 Accumulated losses 15 TOTAL EQUITY	2007 $ 4,736,228 33,038 24,483
	4,793,749
	22,257 317,668
	339,925
	5,133,674
	33,715 17,095
	50,810
	50,810
	5,082,864
	5,092,424 465,750 (475,310)
	5,082,864

The Balance Sheet is to be read in conjunction with the notes to the Financial Statements

STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

At the beginning of financial period Issue of share capital Issue of options Share issue costs Loss attributable to members Balance at 30 June 2007	Issued Capital $ - 5,338,002 465,750 (245,578) - 5,558,174	Accumulated Losses $ - - - - (475,310) (475,310)	Total $ - 5,338,002 465,750 (245,578) (475,310)
			5,082,864

The Statement of Changes in Equity is to be read in conjunction with the notes to the Financial Statements

STATEMENT OF CASH FLOWS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

CASH FLOWS FROM OPERATING ACTIVITIES Cash paid to suppliers Interest received NET CASH (USED IN) OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of plant and equipment Acquisition of tenements NET CASH (USED IN) INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issue of share capital Payment of share issue costs Loan from related entities NET CASH PROVIDED BY FINANCING ACTIVITIES Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial period Cash and cash equivalents at 30 June 2007	2007 $ (88,709) 57,164
	(31,545)
	(24,078) (317,668)
	(341,746)
	5,338,002 (245,578) 17,095
	5,109,519
	-
	4,736,228

The Statement of Cash Flows is to be read in conjunction with the notes to the Financial Statements

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied, unless otherwise stated.

Basis of preparation

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

Compliance with AIFRSs

Australian Accounting Standards include AIFRSs. Compliance with AIFRSs ensures that the financial statements and notes of Zinc Co Australia Limited comply with International Financial Reporting Standards (IFRSs).

These financial statements are the first Zinc Co Australia Limited financial statements to be prepared. AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards has been applied in preparing these financial statements.

Historical cost convention

These financial statements have been prepared under the historical cost convention.

Critical accounting estimates

The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies.

Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.

(a) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amount collected on behalf of third parties.

Interest Revenue

Revenue is recognized on a time proportionate basis that takes into account the effective yield on the financial asset.

Other Revenue

Other revenue is recognized when the amount of revenue can be reliably measured and control of the right to receive the revenue has passed.

(b) Income tax

Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit and loss except to the extent it relates to items recognised directly in equity, in which case it is recognised in equity.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Current tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable)

Deferred tax

Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches, associates and joint ventures except where the consolidated entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company/consolidated entity intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the period

Current and deferred tax is recognised as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity.

(c) Impairment of assets

At each reporting date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Where an impairment loss subsequently reverses, the carrying amount of the asset (cashgenerating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss bee recognised for the asset (cashgenerating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.

(d) Cash and cash equivalents

For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

(e) Loans and receivables

Trade receivables, loans and other receivables are recognized initially at fair value and subsequently measured at amortized cost less impairment. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provisions is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is recognized in the income statement.

(f) Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition.

Depreciation is calculated on a straight line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value. The estimated useful lives, residual values and depreciation method is reviewed at the end of each annual reporting period.

The following rates are used in the calculation of depreciation:

Class of Fixed Asset Depreciation Rate Property, Plant and equipment 10% - 33%

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(g) Employee benefits

(i) Wages and salaries, annual leave and sick leave Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulated sick leave expected to be settled within 12 months of the reporting date, are recognised in other payables in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.
(ii) Long service leave

The liability for long service leave is recognised in the provision of employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(h) Trade and other payables

Liabilities for trade and other creditors are carried at cost which is the fair value of the consideration to be paid in future for goods and services received, whether billed or not billed to the Company.

(i) Share-based payments

Share-based compensation benefits are provided to employees via the Zinc Co Australia Limited Employee Option Plan and an employee share scheme. Information relating to these schemes is set out in Note 20.

Equity-settled share-based payments are measured at fair value at the date of grant. Fair value is measured by use of a Black & Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of nontransferability, exercise restrictions and behavioural considerations.

The fair value of options granted under the Zinc Co Australia Limited Employee Option Plan is recognized as an employee benefit expense with a corresponding increase in equity. The fair value determined at the grant date of the equity-settled share-based payment is expensed on a straight line basis over the vesting period, based on the consolidated entity's estimate of shares that will eventually vest.

(j) Issued capital

Ordinary shares are classified as equity. Transaction costs arising on the issue of equity instruments are recognised directly in equity as a deduction, net of tax, from the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(k) Exploration interests

Exploration and evaluation expenditure is recorded at historical cost on an area of interest basis. Expenditure on acquisition of an area on interest is carried forward where rights to tenure of the area of interest are current and:

it is expected to be recouped through successful development and exploitation of the area of interest or, alternatively, by its sale; or

exploration and evaluation activities are continuing in an area of interest but at balance date have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves.

A provision for unsuccessful exploration and evaluation is created against each area of interest by means of a charge against the Income Statement.

The recoverable amount of each area of interest is determined on a bi-annual basis and the provision recorded in respect of that area adjusted so that the net carrying amount does not exceed the recoverable amount. For areas of interest that are not considered to have any commercial value, or where exploration rights are no longer current, the capitalised amounts are written against the provision and any remaining amounts are charged against profit.

Once a decision to proceed to development has been taken, all further expenditure incurred relating to the area will be capitalised.

Projects are advanced to development status when it is expected that further expenditure can be recouped through sale or successful development and exploitation of the area of interest.

(l) Earnings per share

(i) Basic earnings per share
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial years, adjusted for bonus elements in ordinary shares issued during the year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(m) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
for receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash flows are included in the Cash Flow Statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

(n) Comparatives

Zinc Co Australia Limited was incorporated on 24 April 2006, and therefore there are no comparatives available for the prior period.

(o) Changes in Accounting Policies

The following are Australian Accounting Standards issued or amended which are applicable to the Company but are not yet effective and have not been adopted in preparation of the financial statements at reporting date.

Reference AASB 108.31

Reference AASB 108.31	Reference AASB 108.31	Reference AASB 108.31	Reference AASB 108.31	Reference AASB 108.31
AASB Amendment	Standards Affected	Outline of Amendment	Application Date of the Standard 1 January 07 20	Application date for Group 1 July 2007
AASB 2005– 10 Amendments to Australian Accounting Standards	AASB 1 First-time adoption of AIFRS AASB 4 Insurance Contracts AASB 101 Presentation of Financial Statements AASB 114 Segment Reporting AASB 117 Leases AASB 133 Earnings per Share AASB 139 Financial Instruments: Recognition and Measurement	The disclosure requirements of AASB 132: Financial Instruments: Disclosure and Presentation have been replaced due to the issuing of AASB 7: Financial Instruments: Disclosures in August 2005. These amendments will involve changes to financial instrument disclosures within the financial report. However, there will be no direct impact on amounts included in the financial report as it is a disclosure standard.

2. SEGMENT REPORTING

The Company operates predominantly in one business and geological segment, being mineral exploration in Australia.

2007 $

3. REVENUE

From continuing operations Other revenue Interest income

61,655

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

4. AUDITORS' REMUNERATION Audit Services Auditors of the Company Audit and review of financial reports – Mack & Co Independent Accountants Report 5. LOSS PER SHARE Basic loss per share Diluted loss per share Basic loss per share The loss and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows: Loss used in calculation of earnings per share Weighted average number of ordinary shares for the purposes of basic loss per share Diluted loss per share The loss and weighted average number of ordinary shares used in the calculation of diluted loss per share are as follows: Loss used in calculation of diluted earnings per share Weighted average number of ordinary shares for the purposes of diluted loss per share (i) The weighted average number of ordinary shares for the purposes of diluted loss per share reconciles to the weighted average number of ordinary shares used in the calculation of basic loss per share as follows: Weighted average number of ordinary shares used in the calculation of basic loss per share Shares deemed to be issued for no consideration in respect of: Employee options Weighted average number of ordinary shares used in the calculation of diluted loss per share	2007 $ 12,000 7,900
	19,900
	2007 Cents 2.91 2.91 $ 475,310
	16,312,876
	475,310
	16,516,301
	No. 16,312,876 203,425
	16,516,301

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

6. INCOME TAX EXPENSE (a) The components of tax expense comprise: Current tax Deferred tax Under provision for prior year (b) The prima facie tax payable on the operating profit/(loss) is reconciled to the income tax provided in the accounts as follows: Prima facie tax payable on operating profit/(loss) before income tax at 30% Add: Tax effect of: - other non-allowable items - share based payments - other deferred tax balances not recognised Income tax (c) The following deferred tax balances have not been recognised: Deferred tax assets: At 30% Carry forward revenue losses Capital raising costs Provisions and accruals The tax benefits of the above Deferred Tax Assets will only be obtained if:	2007 $ - - - - (142,593)
	15,110 139,725 (12,242)
	-
	73,895 59,371 3,699
	136,965

(a) The company derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;

(b) The company continues to comply with the conditions for deductibility imposed by law; and

	2007
	$
Deferred tax liabilities:
At 30%
Capitalised exploration and evaluation expenditure	70,461

The above Deferred Tax Liabilities have not been recognised as they have given rise to the carry forward revenue losses for which the Deferred Tax Asset has not been recognised.

Tax losses

No part of the deferred tax asset shown in Note 6 is attributable to tax losses. The directors advise that the potential future income tax benefit at June 30 2007 in respect of tax losses not brought to account is nil.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

7. CASH & CASH EQUIVALENTS Cash at bank and in hand Deposits at call Bank Bills (a) Reconciliation to cash at the end of the year The above figures are reconciled to cash at the end of the financial year, as shown in the Cash Flow Statement, as follows: Balances as above Balances per Cash Flow Statement (b) Cash at bank and on hand These are non-interest bearing. (c) Deposits at call Deposits at call are bearing a floating interest rate of 6.15%. (d) Bank Bills The bank accepted security is bearing an interest rate of 6.29%. This average maturity of 30 days. 8. TRADE AND OTHER RECEIVABLES Other receivables (a) Terms and conditions (i) Other debtors are non-interest bearing and are normally settled on 9. OTHER CURRENT ASSETS Prepayments and other assets 10. PLANT AND EQUIPMENT Plant & Equipment Balance at the beginning of the period Acquisitions during the period Accumulated depreciation Carried forward plant & equipment Motor Vehicle Balance at the beginning of the period Acquisitions during the period Accumulated depreciation Carried forward plant & equipment	2007 $ 294,388 441,840 4,000,000
	4,736,228
	4,736,228
	4,736,228
	security has an 2007 $ 33,038
	60 day terms. 2007 $ 24,483
	- 403 (3)
	400
	- 11,145 (1,466)
	9,679

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

10. PLANT AND EQUIPMENT (cont) Computer Equipment & Software Balance at the beginning of the period Acquisitions during the period Accumulated depreciation Carried forward plant & equipment Total carrying value at 30 June 2007 11. EXPLORATION & EVALUATION EXPENDITURE Cost Balance at beginning of financial period Acquisition of tenements Capitalised expenditure Balance at 30 June 2007	2007 $ - 12,529 (351)
	12,178
	22,257
	- 200,000 117,668
	317,668

(i) On 18 May 2007 Zinc Co Australia Limited issued 1,000,000 ordinary fully paid shares to Giralia Resources NL in payment for mineral tenements received from Giralia, as disclosed in the Company's prospectus dated 3 April 2007.

Exploration and evaluation assets

The recoverability of the carrying amounts of exploration and evaluation assets is dependent on the successful development and commercial exploitation or sale of the respective area of interest.

		2007
		$
12.	TRADE AND OTHER PAYABLES
Trade payables		33,715
(a)	Terms and conditions
	Terms and conditions relating to the above financial instruments
	(i) Trade creditors are non-interest bearing and are normally settled on 45 day terms.
	(ii) Sundry creditors and accruals are non-interest bearing and have an average term
	of 45 days.
13.	FINANCIAL LIABILITIES
Loan	from related party	17,095

(a) Terms and conditions

13. FINANCIAL LIABILITIES Loan from related party

The loan is non interest bearing and payable on demand.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

14. ISSUED CAPITAL (a) Share capital Fully paid ordinary shares Balance at beginning of year (b) Movements in issued share capital Issue of 38,999,998 ordinary shares to Giralia Resources NL Prospectus ordinary shares issued at $0.20 per unit Issue of shares as consideration for acquiring Tenements Transaction costs arising on the share issues	Shares 2 38,999,998 25,000,000 1,300,000 65,300,000	$ 2 78,000 5,000,000 260,000 (245,578)
		5,092,424

(c) Ordinary shares

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual assets.

(d) Options

Information relating to Zinc Co Australia Limited's Employee Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year, is set out in Note 20.

15. RESERVES & RETAINED LOSSES (a) Reserves Share-based payments reserve Share-based payments reserve Balance at beginning of period Option expense Balance at 30 June 2007 (b) Accumulated losses Movements in accumulated losses were as follows: Balance at beginning of period Loss for the year Balance at 30 June 2007	2007 $ 465,750
	465,750
	465,750
	465,750
	(475,310)
	(475,310)

(c) Nature and purpose of reserves Revaluation reserve

Revaluation reserve relates to capitalised exploration and evaluation expenditure measured at fair value in accordance with applicable Australian Accounting Standards.

Share-based payments reserve

The share-based payments reserve is used to recognise the fair value of options issued but not exercised.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

16. FINANCIAL INSTRUMENTS

Exposure to credit, interest rate and currency risks arises in the normal course of the Company's business.

(a) Interest rate risk exposure

The Company is exposed to interest risk on its cash balances, deposits at call and 90 day bank bills held within financial institutions in Australia.

The entity is not exposed to interest rate risk on any class of financial assets and financial liabilities at 30 June 2007 except for cash balances that earn interest at an average of 6.2% per annum.

Effective interest rates and repricing analysis

In respect of income-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest rates at the balance sheet date and the period in which they reprice.

Weighted Average Effective interest rate 2007 FINANCIAL ASSETS % Cash and Cash Equivalents 6.2 Trade and Other Receivables FINANCIAL LIABILITIES Trade and Other Payables Financial Liabilities	Fixed Interest Rate Maturing Floating Interest Rate Within 1 year Over 1 year Non Interest Bearing 2007 2007 2007 2007 $ $ $ $ 441,840 4,000,000 - 294,388 - - - 33,038
	441,840 4,000,000 - 327,426
	- - - 33,715 - - - 17,095
	- - - 50,810

(b) Credit risk exposure

Credit risk represents the loss that would be recognised if counter-parties failed to perform as contracted.

The credit risk on financial assets, excluding investments, of the entity which have been recognised on the balance sheet, is the carrying amount, net of any provision for doubtful debts.

The Company's transactions occur in Australia. It is not, however, materially exposed to an individual customer.

The Company has minimal credit risk relating to trade debtors and term debtors due to the nature of its business.

Net fair values of financial assets and liabilities approximate their carrying amount.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

17. COMMITMENTS Operating lease commitments Future operating lease rentals not provided for in the financial statements and payable: Not later than one year Later than one year but not later than five years	2007 $ 90,000 -
	90,000

The Company has certain obligations to perform minimum exploration work and expend minimum amounts on works on mining tenements on order to retain its interests in these tenements, which would be approximately $704,900 during the next 12 months.

These obligations may be varied from time to time, subject to approval, and are expected to be fulfilled in the normal course of operations of the entity.

18. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Directors

Directors
The following persons were	directors of Zinc Co Australia Limited during the financial year:
Gary E Comb	appointed 2 March 2007
Stanley A Macdonald	appointed 24 April 2006
Rodney M Joyce	appointed 6 December 2006
Philip A Lucas	resigned 6 December 2006
Graham D Riley	resigned 20 March 2007

(b) Other key management personnel

The following persons also had authority and responsibility for planning, directing and controlling the activities of Zinc Co Australia Limited, directly or indirectly, during the financial year:

	Name	Position	Employer
	Anthony Hespe	General Manager	Zinc Co Australia Limited
	Bruce R Acutt	Joint Company Secretary	Giralia Resources NL
	Alex A Dermedgoglou	Joint Company Secretary	U3O8 Limited
			2007
			$
(c)	Key management personnel compensation
	Short-term employee benefits		34,646
	Post-employment benefits		3,174
	Share-based payments		393,300
			431,120

Information regarding individual directors and executives compensation is provided in the Remuneration Report section of the Directors Report.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

18. KEY MANAGEMENT PERSONNEL DISCLOSURES (cont)

(d) Equity instrument disclosures relating to key management personnel

(i) Option holdings

The number of options over ordinary shares in the Company held during the financial year by each director of Zinc Co Australia Limited and other key management personnel, including their personally related parties, are set out below:

2007	Balance	Granted	Exercised	Other	Balance	Vested
Name	at the	during the	during the	changes	at the	and
	start of	year as	year	during	end of	exercisabl
	the year	compensat		the year	the year	e at the
		ion				end of
						the year
Directors of Zinc Co Australia Limited
Gary E Comb	-	500,000	-	-	500,000	500,000
Rodney M Joyce	-	500,000	-	-	500,000	500,000
Stanley A Macdonald	-	500,000	-	-	500,000	500,000
Other key management personnel compensation
Bruce R Acutt	-	200,000	-	-	200,000	200,000
Alex D Dermedgoglou	-	200,000	-	-	200,000	200,000

No options are vested. All options are exercisable at the end of the year.

(ii) Share holdings

The number of shares in the Company held during the financial year by each director of Zinc Co Australia Limited and other key management personnel, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation.

2007	Balance	Purchases	Received	Other changes	Balance at
Name	at the		during the year	during the year	the end of
	start of		on the exercise		the year
	the year		of options
Directors of Zinc Co Australia Limited
Gary E Comb	-	100,000	-	-	100,000
Rodney M Joyce	-	607,944	-	-	607,944
Stanley A Macdonald	-	797,279	-	-	797,279
Other key management personnel
Anthony Hespe	-	-	-	-	-
Bruce R Acutt	-	289,505	-	-	289,505
Alex D Dermedgoglou	-	100,000	-	-	100,000

(e) Other transactions with key management personnel

Mr Philip Lucas, who was a Director for part of the financial year is a principal of legal firm Pullinger Readhead Lucas. Pullinger Readhead Lucas provided legal services to Zinc Co Australia Limited during the financial year totalling $40,254. Legal services provided were based on normal commercial terms and conditions.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

19. RELATED PARTY TRANSACTIONS

(a) Parent entity and ultimate controlling party The ultimate controlling entity is Giralia Resources NL which at 30 June 2007 owns 61.26% of the issued ordinary shares of Zinc Co Australia Limited.
(b) Key management personnel

Disclosures relating to key management personnel are set out in Note 18.

The following transactions occurred with related parties during the financial year:

(i) The Company has a service agreement with U3O8 Limited, which is also a directorrelated entity of Mr Stanley A Macdonald. U3O8 Limited provides the Company with the following services:
a) accounting and secretarial services and
b) provision of fully furnished and equipped offices.

Under the agreement, U3O8 Limited is remunerated by the Company monthly on a basis of actual cost reimbursement of services provided, plus a service fee of $10,000 per month. The total management service fee paid to U3O8 Limited for the year ended 30 June 2007 is $10,000.

(ii) During the financial year, Zinc Co Australia Limited issued 1,000,000 shares to Giralia Resources NL, the ultimate controlling entity, for a total of $200,000, as consideration for the acquisition of tenements. Giralia Resources NL is a directorrelated entity of Mr Stanley A Macdonald and Mr Rodney M Joyce.
(iii) On 21st February 2007, the Company issued 38,999,998 ordinary fully paid shares to Giralia Resources NL for $78,000. Giralia Resources NL is a director-related entity of Mr Stanley A Macdonald and Mr Rodney M Joyce.
(iv) During the financial year Giralia Resources NL provided services relating to the Company’s capital raising, for which it received $80,000. Giralia Resources NL is a director-related entity of Mr Stanley A Macdonald and Mr Rodney M Joyce.
(v) During the financial year, Zinc Co Australia Limited acquired technical data on the Horse Spring tenements from PacMag Metals Limited for a consideration of 300,000 shares for a total of $60,000 and $10,000 in cash. PacMag Metals Limited is also a director-related entity of Mr Rodney M Joyce.

Giralia Resources NL was remunerated during the year as follows: Management Service Fee Reimbursement of expenses incurred (d) Loans to/from related parties Amounts payable – ultimate controlling entity	2007 $ 80,000 262,233
	342,233
	17,093

Loans between related entities are repayable on reasonable notice having regard to the financial stability of the Company. No interest is payable on the loans.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

20. SHARE BASED PAYMENTS

(a) Employee Option Plan

The establishment of the Zinc Co Australia Limited's Employee Option Plan was approved by Directors resolution dated 27 February 2007 as outlined in the Company’s prospectus. The Board may offer free options to persons ("Eligible Persons") who are:

(i) full time or part time employees (including a person engaged by the Company under a consultancy agreement); or
(ii) Directors of the company or any subsidiary based on a number of criteria including contribution to the Company, period of employment, potential contribution to the Company in the future and other factors the Board considers relevant.

Options granted under the plan carry no dividend or voting rights.

When exercisable, each option is convertible into one ordinary share within fourteen days after the receipt of a properly executed notice of exercise and application monies. The Company will issue to the option holder, the number of shares specified in that notice. The Company will apply for official quotation of all shares issued and allotted pursuant to the exercise of the options.

Options may not be transferred other than to an associate of the holder.

Set out below is the summary of options granted under the plan:

	Balance Granted Exercise Expired Balance at Exercisabl
Grant Expiry Exercise	at start of during the during during end of the e at end
Date Date Price	the year year the year the year year of the
	year
29/5/07 30/6/09 $0.25 Weighted average exercise price	Number Number Number Number Number Number 0 2,250,000 0 0 2,250,000 2,250,000
	$0.25

No options were forfeited during the periods covered by the above table.

No options were exercised during the period covered by the above table.

The weighted average remaining contractual life of share options outstanding at the end of the period was 3 years.

Fair Value of options Granted

The assessed fair value at grant date of options granted during the year ended 30 June 2007 was $0.207 cents per option. The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the terms of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

20. SHARE BASED PAYMENTS (cont)

The model inputs for options granted during the year ended 30 June 2007 included:

(i) options are granted for no consideration, have a 3 year life expiring 30 June 2009 (ii) exercise price: $0.25
(iii) grant date: 29 May 2006
(iv) expiry date: 30 June 2009
(v) share price at grant date: $0.375
(vi) expected price volatility of the company’s shares: 70%
(vii) expected dividend yield: Nil
(viii) risk-free interest rate: 6.25%

The expected price volatility is based on the historic volatility, if available, (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information and volatility within the mining industry.

(b) Expenses arising from share-based payment transactions Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows:

Options issued under employee option plan
21.
RECONCILIATION OF LOSS BEFORE INCOME TAX EXPENSE TO
NET CASH USED IN OPERATING ACTIVITIES
Loss for the year
Add:
Non cash items
Employee benefits expense – option based payments
Depreciation
Changes in operating assets and liabilities:
Decrease/(Increase) in trade and other receivables
Decrease/(Increase) in other assets
Increase/(Decrease) in trade and other payables
Net cash (used in) operating activities

2007
$ 465,750
2007
$
(475,310)
465,750
1,821
(33,038)
(24,483)
33,715

(31,545)

22. SUBSEQUENT EVENTS

Since 30 June 2007, there have been no material events which may significantly affect the operations of the Company except:

Giralia Resources NL, which is currently the ultimate parent entity and ultimate controlling party of Zinc Co Australia Limited (61.26% holding), reduced its shareholding in Zinc Co Australia Limited to 12.24% following the planned in-specie distribution of approximately 32,000,000 shares to Giralia Shareholders. This occurred on 13 August 2007.

23. CRITICAL ACCOUNTING ESTIMATES & JUDGEMENTS

In preparing this Financial Report the Company has been required to make certain estimates and assumptions concerning future occurrences. There is an inherent risk that the resulting accounting estimates will not equate exactly with actual events and results.

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD FROM 24 APRIL 2006 TO 30 JUNE 2007

23. CRITICAL ACCOUNTING ESTIMATES & JUDGEMENTS (cont)

a) Significant accounting judgements

In the process of applying the Company's accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements:

Capitalisation of exploration and evaluation expenditure

The Company has capitalised significant exploration and evaluation expenditure on the basis either that this is expected to be recouped through future successful development (or alternatively sale) of the Areas of Interest concerned or on the basis that it is not yet possible to assess whether it will be recouped.

Deferred tax assets

The Company expects to have carried forward tax losses which have not been recognised as deferred tax assets as it is not considered sufficiently probable at this point in time, that these losses will be recouped by means of future profits taxable in the relevant jurisdictions.

b) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

Impairment of capitalised exploration and evaluation expenditure

The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Company decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.

Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, costs of drilling and production, production rates, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

As at 30 June 2007, the carrying value of capitalised exploration expenditure is $317,668.

DIRECTORS' DECLARATION

In the opinion of the directors of Zinc Co Australia Limited ("the Company"):
(a) the financial statements and notes (including the remuneration disclosures that are contained in the Remuneration Report in the Directors' Report, and set out in Notes) are in accordance with the Corporations Act 2001, including:
- (i) giving a true and fair view of the financial position of the Company as at 30 June 2007, and of its performance as represented by the results of its operations and its cash flows, for the financial period ended on that date; and
- (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the remuneration disclosures that are contained in the Remuneration Report in the Directors Report comply with Australian Accounting Standard AASB 124 Related Party Disclosures and the ASIC Class Order 06/105 Calculation of director and executive remuneration/Corporations Act Regulation 2M.6.04.
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
The directors have been given the declarations by Company Secretaries (who perform the Chief Financial Officer function) for the financial period ended 30 June 2007 pursuant to Section 295A of the Corporations Act 2001.

Dated at Perth this 28[th] day of September 2007

Signed in accordance with a resolution of the directors:

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Stanley A Macdonald Director

INDEPENDENT AUDIT REPORT

Scope

The financial report and directors’ responsibility

The financial report comprises the income statement, balance sheet, statement of cash flows, statement of changes in equity, accompanying notes to the financial statements, and the directors’ declaration for Zinc Co Australia Limited, for the period ended 30 June 2007.

As permitted by the Corporation Regulations 2001, the company has disclosed information about the remuneration of directors and executives (“remuneration disclosures”) required by Accounting Standard AASB 124 Related Party disclosures under the heading “remuneration report” of the directors’ report and not in the financial report.

The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report. The directors are also responsible for preparation and presentation of the remuneration disclosures contained in the directors’ report in accordance with the Corporations Regulations 2001.

Audit Approach

We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement and that the remuneration disclosures in the directors’ report comply with Accounting Standard AASB 124. The nature of an audit is influenced by factors such as the use of professional judgment, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company’s financial position, and of its performance as represented by the results of its operations and cash flows and whether the remuneration disclosures in the directors’ report comply with Accounting Standard AASB 124.

We formed our audit opinion on the basis of these procedures, which included:

examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

INDEPENDENT AUDIT REPORT

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

In accordance with ASIC Class Order 05/83, we declare to the best of our knowledge and belief that the auditor’s independence declaration as set out in financial report has not changed as at the date of providing our audit opinion.

Audit Opinion

In our opinion, the financial report of Zinc Co Australia Limited is in accordance with:

a) the Corporations Act 2001, including:
(i) giving a true and fair view of the company’s financial position as at 30 June 2007 and of its performance for the period ended on that date; and
(ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
b) other mandatory professional reporting requirements in Australia.
c) the remuneration disclosures contained in the directors’ report and identified as being subject to audit comply with Accounting Standard AASB 124.

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ANNEXURE “B” – MATERIAL CONTRACTS

1. Tenement Acquisition Agreement between Zinc Co Australia Limited and Giralia Resources NL dated 9 February 2007 (“Agreement”)

Pursuant to this Agreement, Zinc Co will acquire all of Giralia’s right tile and interest to Exploration Licence 69/1907, Exploration Licence Application 69/1771, Exploration Licence Application 69/1907 and Exploration Licence 08/1410 (the subject of the Split Commodity Deed summarised in item 8 below), in exchange for issuing Giralia with 1,000,000 fully paid ordinary shares in Zinc Co.

This Agreement is subject to a condition precedent, in that Zinc Co must raise at least $3 million by not later than 30 June 2007, on terms reasonably satisfactory to both Giralia and Zinc Co.

Exploration Licence Application 69/1771 and Exploration Licence Application 69/1907 cannot be transferred to Zinc Co unless and until they are granted. Following completion, Giralia will hold any applications that have yet to be granted or tenements that have not been transferred on trust for Zinc Co until they are transferred.

The Agreement is to continue to be of full force and effect on the same terms if one or more of the Exploration Licence Application 69/1771 and Exploration Licence Application 69/1907 is not granted or any of the tenement interests to be transferred pursuant to the Agreement are not capable of being transferred to Zinc Co for any reason.

Both Giralia and Zinc Co have provided standard warranties and indemnities for an agreement of this nature.

Zinc Co is liable to pay all stamp duty assessed on the Agreement.

2. Conquistador Farm In Agreement between Zinc Co Australia Limited (“Zinc Co”) and Carlinga Mining Pty Ltd (“Carlinga”) dated 19 March 2007 (“Conquistador Farm In Agreement”)

On 19 March 2007, Carlinga, a wholly owned subsidiary of Giralia Resources NL, and Zinc Co entered into the Conquistador Farm In Agreement, pursuant to which Zinc Co may earn a 51% interest in Mining Lease Application 59/564 (“ MLA ”) and all minerals (other than gold) (“ Commodities ”) that are located on the land subject to the MLA (collectively the “ Interest ”).

The Conquistador Farm In Agreement is subject to a condition precedent, in that Zinc Co must raise at least $3 million by not later than 30 June 2007, on terms reasonably satisfactory to both Carlinga and Zinc Co.

As and from the date that the condition precedent is satisfied and until the MLA is granted, Zinc Co must do all such things as are necessary to maintain Exploration Licence 59/467 (being the exploration licence that underlies the MLA) in good standing, and to achieve the grant of the MLA. Following the grant of the MLA, Zinc Co must maintain the MLA in good standing.

Zinc Co must spend $1 million within 3 years of listing (“ Earning Period ”) to earn its 51% interest. Zinc Co must spend a minimum of $200,000 before it may withdraw.

If Zinc Co spends $1 million then, subject to the grant of the MLA and to the Mining Act 1978, Carlinga will do all such things as are necessary to allow Zinc Co to become the registered holder of a 51% interest in the granted MLA. Pending transfer, Carlinga will hold that interest in trust for Zinc Co.

Following the Earning Period, the parties will enter into the joint venture agreement and the split commodity deed as summarised at items 3 and 4 below.

Carlinga and Zinc Co have provided standard warranties and indemnities for a farm in agreement of this nature.

During the Earning Period, Carlinga must not relinquish either Exploration Licence 59/467 or the MLA, unless it first provides Zinc Co with 30 days prior written notice offering to transfer the relevant tenement to Zinc Co.

If Carlinga is required to lodge any performance bonds with the Department of Industry and Resources as a result of the activities of Zinc Co, Zinc Co must procure the lodgment of those bonds.

Zinc Co may lodge a caveat to protect its interest pursuant to the Conquistador Farm In Agreement.

ZINC CO Offer Information Statement

The terms of the Conquistador Farm In Agreement are otherwise in accordance with the usual terms for a farm in agreement of this nature.

Zinc Co is responsible for paying any stamp duty assessed on the Conquistador Farm In Agreement.

3. Conquistador Joint Venture Agreement between Zinc Co Australia Limited (“Zinc Co”) and Carlinga Mining Pty Ltd (“Carlinga”) (“Conquistador Joint Venture Agreement”)

Subject to Zinc Co earning its interest under the Conquistador Farm In Agreement (discussed under item 2 above), Zinc Co and Carlinga will associate themselves in a joint venture over Mining Lease Application 59/564 (“ MLA ”) in relation to all minerals (other than gold) on the MLA (“ Commodities ”). The Conquistador Joint Venture Agreement is expressly subject to the terms of the Conquistador Split Commodity Deed as summarised at item 4 below.

Under the Conquistador Joint Venture Agreement, Carlinga may elect to immediately begin contributing towards the costs incurred in exploring for the Commodities, in proportion to Carlinga’s percentage interest in the joint venture. If Carlinga does not make such an election, Zinc Co shall have the right to earn up to a 75% interest in the joint venture, by continuing to sole fund any exploration for Commodities, until the conclusion of a successful bankable feasibility study. However, Zinc Co may elect at any time to cease sole funding the exploration for Commodities, at which point Carlinga and Zinc Co shall each contribute towards the costs incurred in exploring for the Commodities on the MLA, in proportion to each party’s percentage interest in the joint venture.

The parties to the Conquistador Joint Venture Agreement will be responsible for maintaining the MLA in good standing, including but not limited to paying all rent and rates as well as complying with all expenditure and reporting conditions.

Subject to the terms of the Conquistador Joint Venture Agreement, a party may elect to dilute its interest instead of contributing to costs, but shall be deemed to have withdrawn from the joint venture if its interest is diluted to below 5%.

Neither party may assign its interest in the joint venture, without first offering that interest to the other party in accordance with that other party’s right of first refusal.

The terms of the Conquistador Joint Venture Agreement are otherwise in accordance with the usual terms for a joint venture agreement of this nature.

Zinc Co is responsible for paying any stamp duty assessed on the Conquistador Joint Venture Agreement.

4. Split Commodity Deed between Zinc Co Australia Limited (“Zinc Co”) and Carlinga Mining Pty Ltd (“Carlinga”) (“Conquistador Split Commodity Deed”)

Subject to Zinc Co entering into the Conquistador Joint Venture Agreement, the parties will enter into the Conquistador Split Commodity Deed. The Conquistador Split Commodity Deed both acknowledges that Carlinga has retained the sole right to explore for, and exploit, any gold resources located on Mining Lease Application 59/564 (“ MLA ”), and regulates how the joint venture parties will interact with Carlinga, in its capacity as the holder of the gold rights on the MLA.

If the joint venture parties are required to lodge any performance bonds with the Department of Industry and Resources as a result of the activities of Carlinga, Carlinga must procure the lodgment of those bonds, on behalf of the joint venture parties.

The joint venture parties must not relinquish the ELA without first providing Carlinga with 30 days prior written notice offering to transfer the ELA to Carlinga.

Carlinga may lodge a caveat to protect its interests pursuant to the Conquistador Split Commodity Deed.

The parties are not to assign any of their rights or obligations pursuant to the Conquistador Split Commodity Deed without first obtaining the written consent of the other party. The joint venture parties are not to assign any of their respective interests in the MLA, unless and until the proposed assignee enters a deed of covenant with Carlinga agreeing to be bound by the terms and conditions of the Conquistador Split Commodity Deed.

The terms of the Conquistador Split Commodity Deed are otherwise in accordance with a split commodity deed of this nature.

ZINC CO Offer Information Statement

Zinc Co is responsible for paying any stamp duty assessed on the Conquistador Split Commodity Deed.

5. Cardinals Farm In Agreement between Zinc Co Australia Limited (“Zinc Co”) and Giralia Resources NL (“Giralia”) dated 15 March 2007 (“Cardinals Farm In Agreement”)

On 15 March 2007, Giralia and Zinc Co entered into the Cardinals Farm In Agreement, pursuant to which Zinc Co may earn a 51% interest in Exploration Licence Application 45/2984(“ ELA ”) and all minerals (other than nickel) (“ Commodities ”) that are located on the land subject to the ELA (collectively the “ Interest ”).

The Cardinals Farm In Agreement is subject to a condition precedent, in that Zinc Co must raise at least $3 million by not later than 30 June 2007, on terms reasonably satisfactory to both Giralia and Zinc Co.

As and from the date that the condition precedent is satisfied, Zinc Co must do all such things as are necessary to achieve the grant of the ELA. Following the grant of the ELA, Zinc Co must maintain it in good standing.

Zinc Co must obtain the grant of the ELA by not later than 30 June 2007 and spend $1 million within 3 years of listing (“ Earning Period ”) to earn its 51% interest. Subject to Zinc Co achieving the grant of the ELA, Zinc Co must spend a minimum of $200,000 before it may withdraw from the Cardinals Farm In Agreement.

If Zinc Co obtains the grant of the ELA by not later than 30 June 2007 and spends the $1 million then, subject to the Mining Act 1978, Giralia will do all such things as are necessary to allow Zinc Co to become the registered holder of a 51% interest in the granted ELA. Pending transfer, Giralia will hold that interest in trust for Zinc Co.

Following the Earning Period, the parties will enter into both the joint venture agreement and the split commodity deed as summarised at items 6 and 7 below.

Giralia and Zinc Co have provided standard warranties and indemnities for a farm in agreement of this nature.

During the Earning Period, Giralia must not relinquish the ELA, unless it first provides Zinc Co with 30 days prior written notice offering to transfer the ELA to Zinc Co.

If Giralia is required to lodge any performance bonds with the Department of Industry and Resources as a result of the activities of Zinc Co, Zinc Co must procure the lodgment of those bonds.

Zinc Co may lodge a caveat to protect its interest pursuant to the Cardinals Farm In Agreement.

The terms of the Cardinals Farm In Agreement are otherwise in accordance with the usual terms for a farm in agreement of this nature.

Zinc Co is responsible for paying any stamp duty assessed on the Cardinals Farm In Agreement.

6. Cardinals Joint Venture Agreement between Zinc Co Australia Limited (“Zinc Co”) and Giralia Resources NL (“Giralia”) (“Cardinals Joint Venture Agreement”)

Subject to Zinc Co earning its interest under the Cardinals Farm In Agreement (discussed under item 5 above), Zinc Co and Giralia will associate themselves in a joint venture over Exploration Licence Application 45/2984 (“ ELA ”) in relation to all minerals (other than nickel) (“ Commodities ”). The Cardinals Joint Venture Agreement is expressly subject to the terms of the Cardinals Split Commodity Deed as summarised at item 7 below.

Under the Cardinals Joint Venture Agreement, Giralia may elect to immediately begin contributing to the costs incurred in exploring for the Commodities, in proportion to Giralia’s percentage interest in the joint venture. If Giralia does not make such an election, Zinc Co shall have the right to earn up to a 75% interest in the joint venture, by continuing to sole fund costs incurred in exploring for Commodities, until the conclusion of a successful bankable feasibility study. However, Zinc Co may elect at any time to cease sole funding the exploration for Commodities, at which point Giralia and Zinc Co shall each contribute towards the costs incurred in exploring for the Commodities, in proportion to each party’s percentage interest in the joint venture.

The parties to the Cardinals Joint Venture Agreement will be responsible for maintaining the ELA in good standing, including but not limited to paying all rent and rates as well as complying with all expenditure and reporting conditions.

ZINC CO Offer Information Statement

A party may elect to dilute its interest instead of contributing to costs, but shall be deemed to have withdrawn from the joint venture is its interest is diluted to below 5%.

Neither party may assign its interest in the joint venture, without first offering that interest to the other party in accordance with that other party’s right of first refusal.

The terms of the Cardinals Joint Venture Agreement are otherwise in accordance with a joint venture agreement of this nature.

Zinc Co is responsible for paying any stamp duty assessed on the Agreement.

7. Split Commodity Deed between Zinc Co Australia Limited (“Zinc Co”) and Giralia Resources NL (“Giralia”) (“Cardinals Split Commodity Deed”)

Subject to Zinc Co entering into the Cardinals Joint Venture Agreement, the parties will enter into the Cardinals Split Commodity Deed. The Cardinals Split Commodity Deed both acknowledges that Giralia has retained the sole right to explore for, and exploit, any nickel resources located on Exploration Licence Application 45/2984 (“ ELA ”), and regulates how the joint venture parties will interact with Giralia, in Giralia’s capacity as the holder of the nickel rights on the MLA.

If the joint venture parties are required to lodge any performance bond with the Department of Industry and Resources as a result of the activities of Giralia, Giralia must procure the lodgment of that bond on behalf of the joint venture parties.

The joint venture parties must not relinquish the ELA without first providing Giralia with 30 days prior written notice offering to transfer the ELA to Giralia.

Giralia may lodge a caveat to protect its interests pursuant to the Cardinals Split Commodity Deed.

The parties are not to assign any of their rights or obligations pursuant to the Cardinals Split Commodity Deed without first obtaining the written consent of the other party. The joint venture parties are not to assign any of their respective interests in the EL, unless and until the proposed assignee enters a deed of covenant with Giralia agreeing to be bound by the terms and conditions of the Cardinals Split Commodity Deed.

The terms of the Cardinals Split Commodity Deed are otherwise in accordance with a split commodity deed of this nature.

Zinc Co is responsible for paying any stamp duty assessed on the Cardinals Split Commodity Deed.

8. Split Commodity Deed between Giralia Resources NL (“Giralia”) and Mount Alexander Resources Pty Limited (“MARP”) dated 9 March 2007 (“MARP Split Commodity Deed”)

The MARP Split Commodity Deed both acknowledges that Giralia has the sole right to explore for, and exploit, any minerals resources except for tungsten and molybdenum (“ Commodities ”) over a portion of Exploration Licence 08/1410 (“ EL ”) and regulates how MARP will interact with Giralia.

The portion of the EL over which Giralia has the Commodity rights is identified by the graticular blocks: 2323 a, b, c, f, g, h, l, m and n.

MARP is responsible for keeping the EL in good standing, including but not limited to paying all rent and rates as well as complying with all expenditure and reporting conditions.

If MARP is required to lodge any performance bond with the Department of Industry and Resources as a result of the activities of Giralia, Giralia must procure the lodgment of that bond on behalf of MARP.

MARP must not relinquish the ELA without first providing Giralia with 30 days prior written notice offering to transfer the ELA to Giralia.

Giralia may lodge a caveat to protect its interest pursuant to the Deed.

The parties are not to assign any of their rights or obligations pursuant to the MARP Split Commodity Deed without first obtaining the written consent of the other party. MARP is not to assign any of its interests in the EL, unless and until the proposed assignee enters a deed of covenant with Giralia agreeing to be bound by the terms and conditions of the MARP Split Commodity Deed.

The terms of the MARP Split Commodity Deed are otherwise in accordance with a split commodity deed of this nature.

Giralia is responsible for paying any stamp duty assessed on the Deed.

ZINC CO Offer Information Statement

9. Deed of Covenant between Mount Alexander Resources Pty Limited (“MARP”), Giralia Resources NL (“Giralia”) and Zinc Co Australia Limited (“Zinc Co”) dated 9 March 2007 (“Deed”)

Pursuant to the Deed, Zinc Co agreed to be bound by the terms of the MARP Split Commodity Deed and MARP consented to the assignment of Giralia’s interest pursuant to Split Commodity Deed to Zinc Co, pursuant to the agreement summarised under item 1 above.

The terms of the Deed are otherwise in accordance with the standard terms of a deed of this nature.

10. Horse Springs Zinc Project – Technical Data Sale and Purchase Agreement between PacMag Metals Limited (“PacMag”) and Zinc Co Australia Limited (“Zinc Co”) dated 13 November 2006 (“Horse Springs Agreement”)

The Horse Springs Agreement is subject to Zinc Co achieving a successful listing on the ASX.

Pursuant to the Horse Springs Agreement, Zinc Co has agreed to buy all technical data held by PacMag in relation to the Horse Springs zinc project in exchange for $10,000 plus GST and the issue of 300,000 fully paid ordinary shares in Zinc Co.

The Horse Springs Zinc Project covers exploration licence application 80/3809.

11. Administrative Service Agreement

The Company has entered into an agreement with U308 Limited for the provision of corporate, secretarial and office services to the Company. U308 Limited will be paid $10,000 per month under the terms of the agreement. The agreement terminates on 31 March 2008, or such earlier date as the parties may agree.

12. Director and Officer Protection Deeds

The Company has entered into Director and Officer Protection Deeds (“ Deed ”) with each Director and the Company Secretary (“ Officers ”). Under the Deed, the Company indemnifies the relevant Officer to the maximum extent permitted by law against legal proceedings, damage, loss, liability, cost, charge, exchange, outgoing or payment suffered, paid or incurred by the officer in connection with the Officer being an officer of the Company, the employments of the Officer within the Company or a breach by the Company of its obligations under the Deed.

Subject to the Company listing on the ASX, the Company is required to insure the Officers against the liability arising from any claim against the Officers in their capacity as officers of the Company. The Company will pay insurance premiums in respect of the above insurance.

13. Employee Share Option Plan

Under the terms of the Company’s employee share option plan (“ Plan ”), the Board may offer free options to persons (“ Eligible Persons ”) who are:

(a) full-time or part-time employees (including a person engaged by the Company under a consultancy agreement); or

(b) Directors

of the Company or any subsidiary based on a number of criteria including contribution to the Company, period of employment, potential contribution to the Company in the future and other factors the Board considers relevant.

Upon receipt of such an offer, the Eligible Person may nominate an associate to be issued with the options.

Number of options

The maximum number of options issued under the Plan at any one time is 5% of the total number of Shares on issue in the Company provided that the Board may increase this percentage, subject to the Corporations Act and the Listing Rules.

Terms of options

Each option entitles the holder, on exercise, to one ordinary fully paid share in the Company.

There is no issue price for the options. The exercise price for the options will be such price as determined by the Board (in its discretion) on or before the date of issue provided that in no event

ZINC CO Offer Information Statement

shall the exercise price by less than the weighted average sale price of Shares sold on ASX during the five Business Days prior to the date of issue or such other period as determined by the Board (in its discretion).

Shares issued on exercise of options will rank equally with other ordinary shares of the Company.

Options may not be transferred other than to an associate of the holder. Quotation of options on ASX will not be sought. However, the Company will apply to ASX for official quotation of Shares issued on the exercise of options.

An option may only be exercised after that option has vested and any other conditions imposed by the Board on exercise satisfied. The Board may determine the vesting period (if any). An option will lapse upon the first to occur of the expiry date, the holder acting fraudulently or dishonestly in relation to the Company, the employee ceasing to be employed by the Company or on certain conditions associated with a party acquiring a 90% interest in the Shares of the Company.

If, in the opinion of the Board, any of the following has occurred or is likely to occur; the Company entering into a scheme of arrangement, the commencement of a takeover bid for the Company’s Shares, or a party acquiring a sufficient interest in the Company to enable them to replace the Board, the Board may declare an option to be free of any conditions of exercise. Options which are so declared may, subject to the lapsing conditions set out above, be exercised at any time on or before their expiry date and in any number.

Future issue of Shares

New issues

There are no participating rights or entitlements inherent in the options and optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the options. However, the Company will ensure that the record date for determining entitlements to any such issue will be at least 9 Business Days after the issue is announced. Optionholders shall be afforded the opportunity to exercise all options which they are entitled to exercise pursuant to the Plan prior to the date for determining entitlements to participate in any such issue.

Bonus issues

If the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves (“ Bonus Issue ”), each optionholder holding any options which have not expired at the time of the record date for determining entitlements to the Bonus Issue shall be entitled to have issued to him upon exercise of any of those options the number of Shares which should have been issued under the Bonus Issue (“ Bonus Shares ”) to a person registered as holding the same number of Shares as that number of Shares to which the optionholder may subscribe pursuant to the exercise of those options immediately before the record date determining entitlements under the Bonus Issue (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise). The Bonus Shares will be paid by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue rank pari passu in all respects with the other Shares issued upon exercise of the options.

Reconstruction of capital

In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the expiry of any options, the number of options to which each optionholder is entitled or the exercise price of his or her options or both or any other terms will be reconstructed in a manner determined by the Board which complies with the provisions of the Listing Rules.

Taxation

Under current taxation laws any taxation liability in relation to the options, or the Shares issued on exercise of the options, will fall on the participants. The Company will not be liable for fringe benefits tax in relation to options or Shares offered under the Plan.

Participation by Directors

Although Directors are eligible to be offered options under the Plan, this first requires specific Shareholder approval due to the requirements of the ASX Listing Rules and the Corporations Act.

ZINC CO Offer Information Statement

AI assistant

ZENITH MINERALS LIMITED — Capital/Financing Update 2007

66123_rns_2007-10-28_6011dca7-8d5b-4b3a-98a1-52dcb39b366e.pdf

ELECTRONIC TRANSMISSION

RE: NEW ISSUE ANNOUNCEMENT, APPENDIX 3B & OFFER INFORMATION STATEMENT

MESSAGE:

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Part 1 - All issues

Part 2 - Bonus issue or pro rata issue

Part 3 - Quotation of securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Entities that have ticked box 34(b)

Quotation agreement

ZINC CO AUSTRALIA LIMITED

OFFER INFORMATION STATEMENT

CORPORATE DIRECTORY

CONTENTS

IMPORTANT NOTICE

1 THE OFFER

1.1 Details of the Offer

(a) Introduction

(b) Key Dates

(c) The Rights Issue

(d) Rights Issue Amount

(e) Rights Attaching to Options

(f) No Rights Trading

(g) Acceptances and Entitlements

(h) Privacy Act

(i) Minimum Subscription

(j) Shortfall

1.2 Action Required by Shareholders

(a) Acceptance in Full

(c)

1.3 Opening and Closing Dates

1.4 Allotment

1.5 ASX Quotation

1.6 Foreign Shareholders

1.7 Taxation Implications

2 ZINC CO AUSTRALIA LIMITED

2.1 Company Overview

Project Highlights

(b)

Volcanic hosted zinc mineralisation

Table 1

exploration rights.

(c) Other Deposit styles

3 THE COMPANY'S TENEMENTS

Tenement Notes:

Native Title Notes:

4 PURPOSE AND EFFECT OF THE OFFER

4.1 Purpose of the Offer

4.2

Expenditure Plans and Use of Funds

4.3 Effect of the Offer

Assumptions for Unaudited Proforma Balance Sheet

5 FINANCIAL REPORT

6 ADDITIONAL INFORMATION

6.1 Rights attaching to Options

6.2 Rights attaching to Shares upon conversion of Options

(a) Share Capital

(c) Dividend Rights

(d) Rights on Winding Up

(e) Transfer of Shares

(f) Calls on Shares

(g) Further Increases in Capital

(h) Variation of Rights Attaching to Shares

6.3 Material Contracts

6.4 Expenses of the Offer

6.5 Risk Factors

(a) Economic Risks

(b) Market Conditions

(c) Security Investments

(d) Exploration and Evaluation Risks

(e) Commodity Price and Exchange Rate Risks

(f) Environmental Risks

(g) Native Title and Title Risks

(i) Future Capital Requirements

(j) Potential Acquisitions

ZENITH MINERALS LIMITED Capital/Financing Update 2007