ZENITH MINERALS LIMITED ABN 96 119 397 938

PROSPECTUS

For a non-renounceable pro rata offer to Eligible Shareholders of approximately 13,575,896 New Shares at an issue price of \$0.15 per share on the basis of one (1) New Share for every six (6) Existing Shares held to raise up to approximately \$2.04 million before issue costs

Important Notice

This document is important and should be read in its entirety (including the 'Risk Factors' in section 5) before deciding whether to apply for the New Shares. If after reading this Prospectus you have any questions about the New Shares being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The New Shares offered by this Prospectus should be considered speculative.

This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the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

IMPORTANT NOTES

This Prospectus is dated 30 October 2012 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus. No New Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. The Company will apply to ASX for the New Shares to be granted quotation on ASX.

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

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

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

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

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

Investors should note that past Share price performance of the Company provides no guidance to its future Share price performance. Neither the Company nor any other person warrants or guarantees the future performance of the New Shares or any return on any investment made pursuant to this Prospectus.

The words "anticipate", "believe", "expect", "project", "forecast", "estimate", "likely", "intend", "should", "could", "may", "target", "plan" and other similar expressions are intended to identify forward looking statements. The forward looking statements in this Prospectus are based on the Company's current expectations about future events. They are, however, subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and its Directors, that could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward looking statements in this Prospectus. Investors should specifically refer to the 'Risk Factors' in section 5 of this Prospectus. That section refers to some but not all of the matters that may cause actual results to differ from the position stated in any forward looking statement in this Prospectus.

Cooling-off rights do not apply to a subscription for New Shares under the Offer. This means that you cannot withdraw your Application once it has been submitted except as required by law. Once the New Shares are issued and quotation is granted by ASX you may sell your New Shares on market.

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

ELECTRONIC PROSPECTUS

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

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

1	DETAILS OF THE OFFER	4
2	PURPOSE AND EFFECT OF THE ISSUE	8
3	ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS	11
4	RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES	14
5	RISK FACTORS	16
6	ADDITIONAL INFORMATION	21
7	CORPORATE DIRECTORY	28
8	GLOSSARY	29

SUMMARY OF IMPORTANT DATES

Lodgement Date	30 October 2012
"Ex" date	2 November 2012
Record date to determine Entitlement	9 November 2012
Prospectus with Application Form despatched	15 November 2012
Offer opens for receipt of Applications	15 November 2012
Closing date for acceptances	29 November 2012
Securities quoted on a deferred settlement basis	30 November 2012
Notify ASX of under subscriptions	4 December 2012
Allotment and issue of New Shares	7 December 2012
Dispatch of shareholding statements	7 December 2012
Trading of New Shares expected to commence	10 December 2012

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

LETTTER FROM THE CHAIRMAN

30 October 2012

Dear Shareholder

On behalf of the Board of Directors of Zenith Minerals Limited I take pleasure in presenting the Prospectus for the Company's Rights Issue to Eligible Shareholders.

The Rights Issue will entail issuing some 13,575,896 New Shares on the basis of one (1) New Share for every six (6) Existing Shares held as at the Record Date at an issue price of \$0.15 each to raise up to \$2,036,384 before Issue costs.

The funds raised will be used to continue exploration, evaluation and development studies at the Company's 100% owned Earaheedy manganese and Mount Alexander iron ore projects, and to provide working capital.

First pass RC drilling of the Red Lake target at Earaheedy returned excellent results announced to ASX in June this year, including the first drill intersections of potential DSO (direct shipping ore) manganese recorded in the Earaheedy Basin. Near surface intersections included 3 metres @ 41% Mn within 5 metres @ 34.8% Mn, and 1 metre at 40.2% Mn within 3 metres @ 30.7%. Further planned drilling at Red Lake will be designed to track the mineralisation to the north-east and to infill with the aim of estimation of an initial JORC resource. Additionally the Company has now discovered 5 prospects in the Earaheedy Basin with high grades of manganese at surface, and preliminary drilling has been completed at only 3 of these targets to date.

Further work is also planned at the Mt Alexander magnetite iron project, where currently only about 40% of the Company's Exploration Target has been drilled to date, and all approvals are in place for further resource drilling, with the objective of assessing whether the eastern portion of the outcropping deposit can be converted to a JORC Mineral Resource. In addition, ongoing Prefeasibility studies will focus on transport infrastructure options, environmental permitting and groundwater.

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

I look forward to your continuing support.

Yours sincerely

Gary Comb

CHAIRMAN ZENITH MINERALS LIMITED

1 DETAILS OF THE OFFER

1.1 The Issue

A non-renounceable pro rata entitlements issue to Eligible Shareholders of approximately 13,575,896 New Shares (assuming no Options are exercised before the Record Date) on the basis of one (1) New Share for every six (6) Existing Shares held as at the Record Date at an issue price of \$0.15 each to raise up to \$2,036,384 before Issue costs.

1.2 No Minimum Subscription

There is no minimum subscription for the Offer.

1.3 Partial Underwriting

The Issue is severally and partially underwritten by two Directors of the Company, who have agreed to underwrite the Issue up to an aggregate amount of \$402,750 for a total of 2,685,000 New Shares.

Details of the underwriting, including a summary of the material terms of the Underwriting Agreements with the two Directors, are set out in section 6.2 of this Prospectus.

1.4 Entitlement to Rights Issue

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

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

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

1.5 Acceptances

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

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

1.6 Rights Trading

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

1.7 Shortfall

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

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

1.8 Applying for Additional New Shares

Eligible Shareholders may, in addition to their Entitlement, apply for Additional New Shares regardless of the size of their present holding.

Any Entitlements not taken up may become available as Additional New Shares which may be placed by the Company. It is possible that there will be few or no Additional New Shares available for issue, depending on the level of take up of Entitlements by Shareholders. There is also no guarantee that in the event Additional New Shares are available for issue, they will be allocated to all or any of the Eligible Shareholders who have applied for them.

It is an express term of the Offer that applicants for Additional New Shares will be bound to accept a lesser number of Additional New Shares allocated to them than applied for if so allocated. If a lesser number is allocated to them than Additional New Shares applied for, excess application money will be refunded without interest. The Company reserves the right to scale back any applications for Additional New Shares in its absolute discretion.

As at the date of this Prospectus, Giralia Resources NL (controlled by Atlas Iron Limited) holds 8,793,485 Shares (10.8%) and HSBC Custody Nominees Australia Ltd holds 11,305,142 Shares (13.88%) of the Company's total issued Shares and are, therefore, substantial Shareholders of the Company. In the event that Giralia Resources NL or HSBC Custody Nominees Australia Ltd (or any other person) applies for Additional New Shares which become available as a result of a Shortfall (if any), the Company will not allocate Additional New Shares to any party, such that their relevant interest in voting shares in the Company would exceed 20% of the total issued voting shares in the Company.

1.9 Allotment and Application Money

New Shares will be issued only after all Application Money has been received and ASX has granted permission for the New Shares to be quoted. It is expected that New Shares will be issued on 7 December 2012 and normal trading of the New Shares on ASX is expected to commence on 10 December 2012.

All Application Money received before New Shares are issued will be held in a special purpose account. After Application Money is refunded (if required) and New Shares are issued to Applicants, the balance of funds in the account plus accrued interest will be received by the Company.

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

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

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

1.10 Issue Outside Australia and New Zealand

The Prospectus 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 Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons who come into possession of the Prospectus 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 and New Zealand 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 New Shares.

Accepting Eligible Shareholders resident outside Australia and New Zealand should first consult their professional advisers as to whether or not governmental or other consents are required, or whether formalities need to be observed to enable them to invest. Accepting Eligible Shareholders 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 New Shares or the Offer, or otherwise to permit a public offering of the New Shares in any jurisdiction outside Australia and New Zealand.

The Offer contained in this Prospectus to Eligible Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

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

1.11 Market Prices of Existing Shares on ASX

The highest and lowest market sale price of the Existing Shares, which are on the same terms and conditions as the New Shares being offered under this Prospectus, during the three months immediately preceding the lodgement of this Prospectus with the ASIC, and the last market sale price on the date before the lodgement date of this Prospectus, are set out below.

	3 months high	3 months low	Last Market Sale Price
Existing Shares	\$0.28 on 19 October 2012	\$0.16 on 4 October 2012	\$0.22 on 25 October 2012

1.12 Opening and Closing Dates

The Offer will open for receipt of acceptances on 15 November 2012 and will close on 29 November 2012, subject to the right of the Company to vary these dates.

1.13 CHESS

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

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

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

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

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

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

1.14 Rights and Liabilities attaching to the New Shares

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

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

1.15 Taxation Implications

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

1.16 Notice to nominees and custodians

Nominees and custodians that hold Shares should note that the Offer is available only to Eligible Shareholders. The Company is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of securities. If any nominee or custodian is acting on behalf of a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws.

1.17 Enquiries

Any queries regarding the Offer should be directed to Mr Alex Dermedgoglou, Company Secretary on +61 8 9226 1110.

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

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

2 PURPOSE AND EFFECT OF THE ISSUE

2.1 Purpose of the Issue

The purpose of the Issue is to raise up to approximately \$2.04 million before Issue costs.

The Directors intend to apply the proceeds from the Offer together with the Company's existing cash reserves, for exploration, drilling, evaluation, development studies and general working capital in accordance the following purposes in accordance with the table set out below.

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

Proceeds of the Issue	\$M
Earaheedy Manganese Project
Exploration and Resource drilling	0.90
Evaluation and development studies	0.15
Mount Alexander Iron Project
Resource drilling	0.35
Evaluation and development studies	0.15
Administration
Administration and working capital (including corporate and administrative expenses)	0.44
Expenses of the Offer (including printing, legal and lodgement fees)	0.05
ESTIMATED TOTAL	2.04

Actual expenditure incurred on the Company's projects will depend on the results achieved. In the event that circumstances change or other opportunities arise the Directors reserve the right to vary the proposed use of funds to maximise benefits to Shareholders.

In the event the Company does not achieve Full Subscription, the funds raised (after payment of expenses of the Offer) will be applied (together with the Company's existing cash reserves) firstly to exploration and resource drilling at the Earaheedy manganese and Mt Alexander iron projects. Any excess funds will be allocated to general working capital.

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

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

(a) cash reserves will initially increase by approximately \$2.04 million (before costs); and
(b) the number of Shares on issue will increase from 81,455,378 to 95,031,274.

2.3 Statement of Financial Position

Set out below is the Consolidated Statement of Financial Position of the Company as at 30 June 2012 (audited), and the Consolidated Pro-Forma Statement of Financial Position as at 30 June 2012 assuming Full Subscription on the basis of the assumptions detailed further below. The significant accounting policies upon which the Consolidated Statement of Financial Position and the Pro-Forma Consolidated Statement of Financial Position are based are contained in the audit reviewed financial report for twelve months ended 30 June 2012.

ZENITH MINERALS LIMITED Pro-Forma Consolidated Statement of Financial Position

	Audited	Pro-Forma
	Results	Balance
	30 June 2012	30 June
		2012
	\$	\$
CURRENT ASSETS
Cash and cash equivalents	1,234,835	3,051,220	*1
Trade and other receivables	251,345	35,345	*2
Other current assets	38,824	38,824
TOTAL CURRENT ASSETS	1,525,004	3,125,388
NON-CURRENT ASSETS
Plant and equipment	57,049	57,049
Exploration and evaluation expenditure	3,815,696	4,067,696	*3
TOTAL NON-CURRENT ASSETS	3,872,745	4,124,745
TOTAL ASSETS	5,397,749	7,250,133

CURRENT LIABILITIES
Trade and other payables	133,566	133,566
Employee benefits	46,298	5,515	*4
TOTAL CURRENT LIABILITIES	179,864	139,081
NON-CURRENT LIABILITIES
Employee benefits	23,937	-	*4
TOTAL NON-CURRENT LIABILITIES	23,937	-

TOTAL LIABILITIES	203,801	139,081
NET ASSETS	5,193,948	7,111,052
EQUITY
Issued capital	10,005,154	12,041,538
Reserves	57,900	57,900
Accumulated losses	(4,869,106)	(4,988,386)	*5
TOTAL EQUITY	5,193,948	7,111,052

Notes

1 Pro forma balances have been adjusted to reflect expenditure between 1 July 2012 and 30 September 2012 and proceeds from Offer (assuming Full Subscription).
2 Pro forma Trade and Other Receivables balance has been adjusted to reflect receipt of Research and Development Grant and GST amounts owed to the Company and 30 June 2012.
3 Pro forma Exploration and Evaluation balance has been adjusted to reflect exploration expenditure of approximately \$252,000 between 1 July 2012 and 30 September 2012.
4 Pro forma Employee Benefits have been adjusted to reflect the resignation of the Managing Director in September 2012.
5 Pro forma accumulated losses have been adjusted to reflect non-exploration expenditure including Offer expenses and reduction in Employee benefit balances

Assumptions for Pro-Forma Consolidated Statement of Financial Position

Other than to the extent set out in the Notes to the Pro-Forma Consolidated Statement of Financial Position, the Pro-Forma Consolidated Statement of Financial Position has been prepared on the basis that there have been no material movements in the assets and liabilities of the Company between 30 June 2012 and the close of the Issue other than the following:

The Company issues 13,575,896 New Shares at \$0.15 per New Share pursuant to the Offer, to raise approximately \$2,036,384 before Issue costs.
No Options are exercised prior to the Record Date.
Estimated cost of the Issue of \$50,000.

2.4 Effect on Capital Structure

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

Capital Structure after Completion of Issue

Shares
81,455,378	Shares quoted on ASX as at the date of this Prospectus
13,575,896	New Shares issued pursuant to this Prospectus
95,031,274	Total issued Shares

Options
100,000	Unlisted Options exercisable at \$0.14 on or before 31 December 2013

3 ACTIONS REQUIRED BY ELIGIBLE SHAREHOLDERS

3.1 What you may do

As an Eligible Shareholder, you may:

subscribe for all of your Entitlement (refer section 3.2);
apply for Additional New Shares (refer section 3.3); or
allow all or part of your Entitlement to lapse (refer section 3.4).

3.2 To subscribe for all of your Entitlement

If you wish to subscribe for all of your Entitlement, complete the accompanying Application Form in accordance with the instructions set out in that form. The Application Form sets out the number of New Shares you are entitled to subscribe for. The completed Application Form must be accompanied by a cheque or bank draft made payable to "Zenith Minerals Limited – Rights Issue" and crossed "Not Negotiable" for the appropriate Application Money in Australian dollars calculated at \$0.15 per New Share accepted, and received by the Company at either of the following addresses by no later than 5.00 pm (WST) on 29 November 2012. The Company will present the cheque or bank draft on or around the day of receipt of the Application Form. If a cheque is not honoured upon its first presentation, the Directors reserve the right to reject the relevant Application Form.

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

By hand delivery:	By post:
Zenith Minerals Limited	Zenith Minerals Limited
C/- Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153	C/-Security Transfer Registrars Pty Ltd PO Box 535 Applecross WA 6953

Alternatively, if you are paying by BPAY®, you do not need to mail the Application Form. Please refer to your personalised instructions on your Application Form.

It is your responsibility to ensure that your BPAY® payment is received by the Company by no later than 5.00pm EDST (2.00pm WST) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration.

3.3 To apply for Additional New Shares

Eligible Shareholders may, in addition to their Entitlement, apply for Additional New Shares regardless of the size of their present holding. Refer to section 1.8 if you wish to apply for Additional New Shares.

A single cheque should be used for the Application Money for your Entitlement and the number of Additional New Shares you wish to apply for as stated on the Application Form.

Alternatively, if you are paying by BPAY®, refer to your personalised instructions on your Application Form. Shareholders who wish to pay by BPAY® must ensure that payment is received by no later than 5.00 pm EDST (2.00pm WST) on 29 November 2012.

3.4 Entitlements not taken up

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

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

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

The Company will deal with any New Shares not accepted.

3.5 Application Form is binding

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

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

agree to be bound by the terms of the Offer;
declare that all details and statements in the Application Form are complete and accurate;
declare that you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Application Form;
authorise the Company and its respective officers or agents, to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Company's share registry upon using the contact details set out in the Application Form;
declare that you are the current registered holder of Shares and are an Australian or New Zealand resident, and you are not in the United States or a US Person, or acting for the account or benefit of a US Person;
acknowledge that the information contained in, or accompanying, the Prospectus is not investment or financial product advice or a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs; and

• acknowledge that the New Shares have not, and will not be, registered under the securities laws in any other jurisdictions outside Australia and New Zealand and accordingly, the New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of applicable securities laws in particular the US Securities Act.

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

Mr Alex Dermedgoglou, the Company Secretary

Tel: +61 8 9226 1110 Fax: +61 8 9321 0070

or contact your stockbroker or professional adviser

4 RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES

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

The rights attaching to the New Shares arise from a combination of the Company's Constitution, the Corporations Act, the ASX Listing Rules and general law. A copy of the Company's Constitution is available for inspection free of charge during business hours at its registered office.

4.1 Rights attaching to New Shares

The New Shares to be issued pursuant to this Prospectus are ordinary shares and will as from their allotment rank equally in all respects with all Existing Shares.

A summary of the rights attaching to the New Shares is set out below.

(a) Voting Rights

Subject to the Constitution of the Company and any rights or restrictions at the time being attached to a class of shares, at a general meeting of the Company every Shareholder present in person, or by proxy, attorney or representative has one vote on a show of hands, and upon a poll, one vote for each Share held by the Shareholder and for each partly paid share held, a fraction of one vote equal to the proportion which the amount paid up bears to the amounts paid or payable on that share. In the case of an equality of votes, the chairperson has a casting vote.

(b) Dividends

Subject to the Corporations Act, the ASX Listing Rules and any rights or restrictions attached to a class of shares, the Company may pay dividends as the Directors resolve, but only out of profits of the Company. The Directors may determine the method and time for payment of the dividend.

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

(d) Transfer of Shares

Generally, shares are freely transferable, subject to satisfying the requirements of the ASX Listing Rules, ASTC Settlement Rules and the Corporations Act. The Directors may decline to register any transfer of Shares but only where permitted to do so by the Corporations Act, the ASX Listing Rules, ASTC Settlement Rules or under the Company's Constitution.

(e) Further Increases in Capital

Subject to the Corporations Act, the ASX Listing Rules, the ASTC Settlement Rules and any rights attached to a class of shares, the Company (under the control of the Directors) may allot and issue shares and grant options over shares, on any terms, at any time and for any consideration, as the Directors resolve.

(f) Variation of Rights

Subject to the Corporations Act, the ASX Listing Rules, the ASTC Settlement Rules and the terms of issue of shares in a particular class, the Company may vary or cancel rights attached to shares in that class by either special resolution passed at a general meeting of the holders of the shares in that class, or with the written consent of the holders of at least 75% of the votes in that class.

(g) Meetings and Notices

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 the ASX Listing Rules.

5 RISK FACTORS

5.1 Overview

An investment in the Company is not risk free and investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for New Shares. Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for New Shares.

The Company's principal activity is mineral exploration and development. Companies in this industry are subject to many and varied kinds of risks. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible and practical.

The following are the risk factors which the Company believes are most important in the context of the Company's business. It should be noted that this list is not exhaustive and that other risk factors may apply.

5.2 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 a reduction of the value of those tenements, diminution in the cash reserves of the Company and possible relinquishment of the exploration and mining tenements.

5.3 Ability to exploit successful discoveries

It may not always be possible for the Company to exploit successful discoveries which may be made in areas in which the Company has an interest. Such exploration would involve obtaining the necessary licences or clearances from the relevant authorities that may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. Further, the decision to proceed to further exploration may require participation of other companies whose interests and objectives may not be the same as the Company's.

5.4 Mining and development risk

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

5.5 Native Title and Title Risks

Interests in tenements in Australia are governed by their 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.

5.6 Future capital requirements

The Company's activities will require substantial expenditures. There can be no guarantees 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 financing 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.

5.7 Resource Estimations

Resource estimates are expressions 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 professionals 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.

5.8 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 management, including compliance with all environmental laws.

5.9 Joint Venture Parties, Agents and Contractors

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.

5.10 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.

5.11 Corporate Transactions and Project Restructuring

The Company has announced to the ASX that it is seeking a development partner for the Company's Mount Alexander Project. The Company may enter into a corporate transaction resulting in the Company divesting part or all of their interest in a project (including the Mount Alexander Project) for which the Company is raising funds to develop.

Any corporate transaction affecting the Company's projects by way of joint venture, partnership or otherwise would be accompanied by the risks commonly encountered in project divestments and restructures.

5.12 Reliance on Key Personnel

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

5.13 Legislative changes and Government Policy

Changes in government regulations and policies may adversely affect the financial performance of the Company. The Company's capacity to explore and mine, in particular the Company' ability to explore and mine any reserves, may be affected by changes in government policy, which are beyond the control of the Company.

5.14 Fluctuations in Commodity Prices

The price of manganese, magnetic iron and other base, industrial and precious metals may fluctuate and is affected by numerous factors beyond the control of the Company such as industrial and retail supply and demand, exchange rates, inflation rates, changes in global economies, confidence in the global monetary system, forward sales of metals by producers and speculators as well as other global or regional political, social or economic events. Future production, if any, of manganese, magnetic iron or other base, industrial and precious metals from the Company's mining properties, will be dependent upon the price of manganese, magnetic iron and other base, industrial and precious metals being adequate to make these properties economic. Future serious price declines in the market value manganese, magnetic iron and other base, industrial and precious metals could cause the continued development of, and eventually the commercial production from the Company's properties (including the Earaheedy and Mt Alexander projects) to be rendered uneconomic. Depending on the price of manganese, magnetic iron and other base, industrial and precious metals, the Company could be forced to discontinue production or development and may lose its interest in, or may be forced to sell, some of its properties. There is no assurance that, even as commercial quantities of manganese, magnetic iron and other base, industrial and precious metals are produced, a profitable market will exist for them.

5.15 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 macro-economic factors.

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

In addition to adversely affecting the reserve estimates of the Company and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

5.16 The Company Does Not Have Any Production Revenues

To date, the Company has not recorded any revenues from its projects nor has the Company commenced commercial production on any of its properties. There can be no assurance that significant additional losses will not occur in the near future or that the Company will be profitable in the future. The Company's operating expenses and capital expenditures may increase in subsequent years as additional consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Company's projects are added. The amounts and timing of expenditures will depend on the progress of ongoing exploration and development, the results of consultants' analyses and recommendations, the rate at which are beyond the Company's control.

The Company expects to continue to incur losses unless and until such time as its projects enter into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Company's projects will require the commitment of substantial resources to conduct the time-consuming exploration and development. There can be no assurance that the Company will generate any revenues or achieve profitability. There can be no assurance that the underlying assumed levels of expenses will prove to be accurate.

5.17 Economic risk

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.

5.18 Market conditions

The market price of New Shares 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 nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

5.19 Security investments

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

Exploration in itself is a speculative endeavour, while mining operations can be hampered by force majeure circumstances and cost overruns for unforseen events.

5.20 Liquidity risk

There may be relatively few buyers or sellers of securities on ASX at any given time. This may affect the volatility of the market price of the securities and the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is less or more than the price paid under the Offer

5.21 Other risks

Other risk factors include those normally found in conducting business, including litigation through breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel and other matters that may interfere with the Company's business or trade.

6 ADDITIONAL INFORMATION

6.1 Continuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in section 111 AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities. The New Shares which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.

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

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

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

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

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

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
(i) the financial statements of the Company for the financial year ended 30 June 2012 being the last financial statements for a financial year, of the Company lodged with the ASIC before the issue of this Prospectus; and
(ii) the half-year financial report of the Company for the half-year ended 31 December 2011, being the half-year financial report of the Company lodged with the ASIC after lodgement of the financial statements referred to in paragraph (i) above and before the issue of this Prospectus; and
(iii) any documents used to notify ASX of information relating to the Company in the period from lodgement of the financial statements referred to in paragraph (i) above until the issue of the Prospectus in accordance with the Listing Rules as referred to in section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Date	Description of Announcement
30 October 2012	Earaheedy RC Drilling Commenced
29 October 2012	Quarterly Activities Report and Cashflow Report
26 October 2012	Trading Halt
19 October 2012	Notice of Annual General Meeting/Proxy Form
19 October 2012	Annual Report to shareholders
15 October 2012	Initial Director's Interest Notice
11 October 2012	Cancellation of unlisted options
10 October 2012	Change of Director's Interest Notice
2 October 2012	Response to ASX Query
28 September 2012	Final Director's Interest Notice
28 September 2012	Appointment of Managing Director
21 September 2012	Amended Securities Trading Policy

The Company has lodged the following announcements with ASX since the lodgement of the 2012 audited financial statements:

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

6.2 Partial Underwriting

(a) Overview and Underwriting Directors

Pursuant to underwriting agreements dated 29 October 2012 ("Underwriting Agreements"), the Offer has been severally and partially underwritten by two Directors of the Company, Mr Rodney Joyce (or his nominee) and Mr Gary Comb (or his nominee) (collectively, the "Underwriting Directors"), who have agreed to underwrite the Rights Issue up to an aggregate amount of \$402,750 for a total of 2,685,000 New Shares (subject to rounding) and as between them as follows:

(i) Mr Rodney Joyce (or his nominee) \$345,000 (2,300,000 New Shares); and
(ii) Mr Gary Comb (or his nominee) \$57,750 (385,000 New Shares).

Assuming the Underwriting Directors take up their full Entitlements under the Offer (and that no other Shareholders take up their Entitlements), and the Underwriting Agreements are not terminated, the Offer will raise at least \$438,323 (before costs and expenses of the offer).

The maximum voting power which Mr Rodney Joyce may achieve as a result of his participation in and underwriting of the Offer is approximately 4.56%* (currently 1.62%).

The maximum voting power which Mr Gary Comb may achieve as a result of his participation in and underwriting of the Offer is approximately 0.59%* (currently 0.12%).

*Assuming the Underwriting Directors take up their Entitlements in full, the Underwriting Agreements are not terminated and no other Shareholders take up their Entitlements.

(b) Terms of the Underwriting Agreements

Pursuant to the Underwriting Agreements, the Underwriting Directors have agreed to severally and partially underwrite the Offer up to a value of \$402,750.

The Underwriting Directors will receive no underwriting or other fee, commission or payment in connection with their several and partial underwriting of the Offer.

The Company has given representations in favour of the Underwriting Directors which are usual for agreements of this kind.

The Underwriting Directors may terminate their obligations under the Underwriting Agreements if any of the following events occur:

(i) (Event of Insolvency) an insolvency event occurs in respect of the Company or any of its subsidiaries;
(ii) (Indices fall) the S&P All Ordinaries Share Price Index ("S&P Index") closes at a level that is 10% or more below the level of the S&P Index as at the close of trading on the last business day before the date of the Offer on three consecutive business days;
(iii) (Default) the Company is in breach of a warranty given by the Company under the Underwriting Agreements and the breach is either incapable of remedy or is not remedied within 10 business days after it occurs;
(iv) (New Law) a new law is announced, introduced or adopted which does or is likely to prohibit or restrict or have a materially adverse effect on the Offer;
(v) (Hostilities) there is a major outbreak or escalation of hostilities (whether or not war has been declared) involving Australia;
(vi) (Materially Adverse Change) a materially adverse change occurs in the financial or trading position of the Company or any of its subsidiaries;
(vii) (Withdrawal) the Company withdraws the Prospectus or the Offer fails to proceed; or
(viii) any other event which has, or is likely to have, a materially adverse effect on the Offer.

6.3 Directors' Interests

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

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

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

Except to the extent set out below, no Director has an interest (either direct or indirect) in securities of the Company at the date of this Prospectus:

Name	Securities
Rodney Joyce	1,322,927 Shares
Gary Comb	100,000 Shares
Stanley Macdonald	2,102,548 Shares

Refer to section 6.2 for details of the Directors' proposed participation in and several and partial underwriting of the Offer (including potential changes in the Directors' security interests in the Company).

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

In the two years preceding lodgement of this Prospectus, \$754,400 (excluding GST where applicable) has been paid by the Company by way of remuneration for services provided by all Directors, companies associated with the Directors or their associates in their capacity as Directors, employees, consultants or advisers.

Directors, companies associated with the Directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

6.4 Interests and Consents of Experts and Advisers

Allion Legal, in its capacity as solicitors to the Company has given (and not before the date of this document withdrawn) its consent to be named in this document in the form and context in which it is named.

Allion Legal has not:

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

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

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the offer of New Shares pursuant to this Prospectus; or
the offer of New Shares pursuant to this Prospectus,

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

Allion Legal is entitled to be paid \$15,000 for advice and assistance in relation to certain aspects of this Prospectus, assisting the Company in relation to its due diligence regime and enquiries and in relation to application for quotation of the New Shares on ASX.

References to PKF Mack & Co appear for information purposes only. PKF Mack & Co has not been involved in, authorised or caused the issue of this Prospectus.

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

6.5 Competent Person Statement

Information in this Prospectus pertaining to mineral resources and exploration results is based on data compiled by Mr Neil Martin, who is a member of the Australian Institute of Geoscientists. Mr Martin has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activities that he is undertaking to qualify as a "Competent Person" as defined in the JORC Code. Mr Martin consents to the inclusion of the data in the form and context in which it appears in the Prospectus.

6.6 Estimated Expenses of Issue

The estimated expenses of the Issue are approximately \$50,000 including legal, ASIC, ASX and printing costs.

6.7 Litigation

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

6.8 Privacy Act

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

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

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

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

7 CORPORATE DIRECTORY

DIRECTORS Mr Gary Comb (Non-executive Chairman)
	Mr Neil Martin (Managing Director)
	Mr Rodney Joyce (Non-executive Director)
	Mr Stanley Macdonald (Non-executive Director)
COMPANY SECRETARY	Mr Alex Dermedgoglou
REGISTERED OFFICE	Level 3
	33 Ord Street
	WEST PERTH WA 6005
	Telephone: +61 8 9226 1110
	Facsimile: +61 8 9321 0070
SHARE REGISTRY	Security Transfer Registrars Pty Ltd*
	770 Canning Highway
	APPLECROSS WA 6153
AUDITORS	PKF Mack & Co*
	Level 2
	35 Havelock Street
	WEST PERTH WA 6005
SOLICITORS	Allion Legal
	Level 2
	50 Kings Park Road
	WEST PERTH WA 6005
WEBSITE	www.zenithminerals.com.au
ASX CODE	ZNC
ABN	96 119 397 938

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

8 GLOSSARY

"A\$", "\$" and "dollars" means Australian dollars, unless otherwise stated.

"Additional New Shares" means New Shares in addition to an Eligible Shareholder's Entitlement for which an applicant makes an Application.

"Application" means an application for New Shares pursuant to the Application Form.

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

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

"ASIC" means the Australian Securities and Investments Commission.

"ASTC" means ASX Settlement Pty Limited (ABN 49 008 504 532).

"ASTC Settlement Rules" means the settlement rules of ASTC.

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

"Board" means the board of Directors.

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

"CHESS" means ASX Clearing House Electronic Sub-register System.

"Closing Date" means 29 November 2012, or such other date as may be determined by the Directors under this Prospectus.

"Company" or "Zenith" means Zenith Minerals Limited ABN 96 119 397 938.

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

"Corporations Act" means the Corporations Act 2001 (Cth).

"Director" means a director of the Company and "Directors" has a corresponding meaning.

"EDST" means Australian Eastern Daylight Savings Time

"Eligible Shareholders" means a Shareholder as at the Record Date other than a Nonqualifying Foreign Shareholder.

"Entitlement" or "Right" means a Shareholder's entitlement to subscribe for New Shares offered by this Prospectus.

"Existing Share" means a fully paid ordinary share in the capital of the Company on issue as at the Record Date.

"Full Subscription" means the amount of \$2.04 million (less Issue costs) to be raised under the Offer.

"Issue" means the issue of New Shares under this Prospectus.

"Listing Rules" or "ASX Listing Rules" means the official listing rules of the ASX.

"New Share" means a fully paid ordinary share in the capital of the Company to be issued under this Prospectus.

"Non-qualifying Foreign Shareholder" means a Shareholder whose registered address is in the United States.

"Offer" means the offer of one New Share for every six Existing Shares held at the Record Date at an issue price of \$0.15 per New Share.

"Official Quotation" means official quotation on ASX.

"Opening Date" means 15 November 2012.

"Option" means an option to subscribe for a Share.

"Prospectus" means the prospectus constituted by this document.

"Record Date" means 5pm WST on 9 November 2012.

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

"Shareholder" means the holder of a Share.

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

"Shortfall Shares" means New Shares for which successful valid Applications have not been received by the Closing Date.

"Underwriting Agreements" has the meaning given in section 6.2.

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

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

"WST" means Australian Western Standard Time.