ZEUS RESOURCES LIMITED - Capital/Financing Update 2013

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PROSPECTUS

For the offer of 67,650,000 Shares at 20 cents per Share to raise $13,530,000 ZEUS RESOURCES LIMITED | ACN 139 183 190

IMPORTANT NOTICE

ASX Code to be ZEU | This document is important and should be read in its entirety. The Shares offered by this Prospectus should be considered a speculative investment. If you are in any doubt as to the course you should follow you should consult your stockbroker, solicitor, accountant or other professional adviser.

Lead Manager and Joint Corporate Advisor Novus Capital Limited ACN 006 711 995

Joint Corporate Advisor Empire Securities Group Pty Ltd ACN 128 319 219

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IMPORTANT INFORMATION

Date and Lodgement of Prospectus

This Prospectus is dated 14 November 2012 and has been issued by Zeus Resources Limited ( Zeus or the Company ), and was lodged with ASIC on 14 November 2012. This is a replacement Prospectus that replaces the Prospectus lodged on 31 October 2012 by the Company. Neither ASIC nor the ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. The Company has issued both a printed and an electronic version of this Prospectus and the electronic version may be accessed at www.zeusresources.com.

No person or entity is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus that is not contained in this Prospectus. Any information or representation in relation to the Offer not contained in this Prospectus may not be relied on as having been authorised by the Company or the Directors of the Company in connection with the Offer. The information on the official website of the Company www.zeusresources.com does not form part of this Prospectus.

This Prospectus should be read in its entirety. The Board considers an investment in the Shares to be speculative and recommends that you seek professional advice from an accountant, stockbroker, solicitor or other professional adviser before deciding whether or not to subscribe for the Shares offered by this Prospectus. There is no guarantee that the Shares offered under this Prospectus will provide a return of capital, lead to payment of a dividend or that there will be any capital increase in the value of the Shares. The Company is engaged in the business of resource exploration, and the risks posed by an investment in the Company are therefore significant. Potential Applicants are referred to Section 5 of this Prospectus for a summary of these risk factors.

No Shares (or other securities) will be issued on the basis of this Prospectus after its expiry date, being 13 months after the date of this Prospectus. Application will be made within seven days after the date of issue of this Prospectus for permission for the Shares offered by this Prospectus to be listed for quotation on the ASX. The Shares issued pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus.

Jurisdiction

This Prospectus does not constitute an offer, whether in electronic or paper form, in any place which, or to any person to whom, it would not be lawful to make such an offer. This Prospectus only constitutes an offer in Australia or New Zealand. Where this Prospectus has been dispatched to, or accessed electronically outside Australia or New Zealand by Overseas Applicants, this Prospectus is provided for information purposes only. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law, and persons who come into possession of the Prospectus should seek advice on, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. It is the responsibility of all Overseas Applicants to ensure compliance with

the laws of any country relevant to their application for Shares under this Prospectus. Overseas Applicants are referred to Section 3.12 of this Prospectus.

Electronic Prospectus

This Prospectus will be issued in paper form and as an electronic Prospectus. A copy of this Prospectus can be downloaded from the official website of the Company at www.zeusresources.com. The Offer is only available to persons receiving an electronic version of this Prospectus in Australia and New Zealand. Persons who receive the electronic version of this Prospectus should ensure that they download and read the entire Prospectus. If you have received this Prospectus as an electronic prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Forms. During the Offer Period, any person may obtain a hard copy of this Prospectus free of charge by contacting the Company’s Sydney office on 02 9252 3688.

Applications under the Offer may only be made on paper copies of the Application Forms attached to or accompanying this Prospectus. The Application Forms included in this Prospectus may only be distributed if they are included in, or accompanied by, a complete and unaltered copy of this Prospectus. The Application Forms contain a declaration that the Applicant has personally received the complete and unaltered Prospectus prior to completing the Application Form. The Corporations Act prohibits any person from passing an Application Form to any other person unless it is attached to, or accompanied by, a complete and unaltered hard or electronic copy of this Prospectus. The Company reserves the right not to accept an Application Form from any person if it has reason to believe that when that person was given the Application Form, that person was not provided with a complete and unaltered copy of this Prospectus and any relevant supplementary or replacement Prospectus. If you have received an Application Form for the Shares without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or an electronic version of this Prospectus.

Exposure Period

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an Exposure Period of seven days from the date of lodgement of this Prospectus with ASIC. This period may be extended by ASIC for a further period of seven days. The purpose of this Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in this Prospectus. If deficiencies are detected, Applications received during the Exposure Period will be dealt with in accordance with section 724 of the Corporations Act. Applications received prior to the expiration of the Exposure Period will not be processed until after the Exposure Period. No preference will be conferred on Applications received during the Exposure Period and all Applications received during the Exposure Period will be treated as if they were simultaneously received on the Opening Date.

Forecasts and Forward-Looking Statements

The Company is predominantly a mineral exploration and development company. Given the speculative nature of mineral exploration, development and production, there are significant uncertainties associated with forecasting future revenue. On this basis, the Directors believe that reliable forecasts cannot be prepared and accordingly have not included forecasts in this Prospectus.

Notwithstanding the above, the Prospectus includes, or may include, forward-looking statements including, without limitation, forward-looking statements regarding the Company’s financial position, business strategy and plans and objectives for its projects and future operations (including development plans and objectives), that have been based on the Company’s current expectations about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements to differ materially from future events, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies, and the environment in which the Company will operate in the future. Matters not yet known to the Company, or not currently considered material to the Company, may impact on these forward-looking statements. Although the Company believes that the expectations reflected in the forward looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievements, and the Company does not assume responsibility for the accuracy and completeness of the statements. The statements reflect views held only as at the date of this Prospectus. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this Prospectus might not occur. Potential Applicants are therefore cautioned not to place undue reliance on these statements.

security holders. If the Company is obliged to do so by law, personal information will be passed on to other parties.

In making an application the Applicant agrees that the Company may use the information provided by the Applicant on the Application Form for the purposes here disclosed, and may disclose it for those purposes to related bodies corporate, agents, contractors, employees, servants, and third party service providers including, without limitation, mailing houses, professional advisers, the ASX, other shareholders and regulatory authorities.

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

An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under the law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

Terms and Abbreviations

Certain abbreviations and other defined terms are used throughout this Prospectus. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used in this Prospectus are contained in the Glossary in Section 13 of this Prospectus.

JORC Statements

Where mineral resources have been referred to in this Prospectus, the classifications are consistent with the JORC Code, prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Minerals Council of Australia, effective December 2004.

Currency

Unless otherwise noted in this Prospectus, all references to “$” or “dollars” are to Australian dollars.

Photos and Diagrams

Privacy Disclosure Statement

By completing an Application Form accompanying this Prospectus, Applicants will be providing personal information. If you do not provide the information required on the Application Form the Company may not be able to accept or process your Application.

The Privacy Act 1988 (Cth) governs the use of a person’s personal information and sets out principles governing the ways in which organisations should treat that information. The personal information to be collected from Applicants on the Application Forms accompanying this Prospectus will be used to evaluate applications for Shares and, if an application is successful, to administer the Applicant’s security holdings, provide services to the Applicant, and otherwise effect appropriate administration for

The people and assets depicted in photographs in this Prospectus are not employees or assets of the Company, unless otherwise stated. Diagrams appearing in this Prospectus are illustrative only and may not be drawn to scale.

Notwithstanding any provision of this Prospectus, the Board may, from time to time and without giving any notice, abridge or further abridge, extend or further extend any period or vary or further vary any date referred to in this Prospectus for such period or to such later date as the Board thinks fit, whether or not the period to be extended has expired, or the date to be varied has passed.

CORPORATE DIRECTORy

Directors

Dr Michael Anthony Etheridge, Non-Executive Chairman Mr Ian de Renzie Duncan, Managing Director and Chief Executive Officer Mr Gregory Clifton Hall, Non-Executive Director

Company Secretary

Mr Andrew John Whitten

Registered Office

Investigating Accountant

William Buck Corporate Advisory Services (NSW) Pty Limited Level 29, 66 Goulburn Street Sydney NSW 2000

Independent Geologist

Mackay & Schnellmann Pty Limited Geological and Mining Consultants 4 Lawrence Avenue West Perth WA 6005

Level 5, 137-139 Bathurst Street Sydney NSW 2000

Title Report

Principal Place of Business

Westpac Building Suite 3, Level 11, 50 Pitt Street Sydney NSW 2000

DLA Piper Australia, Level 31, Central Park 152-158 St Georges Terrace Perth WA 6000

Share Registry

Solicitors to the Offer

Whittens & McKeough Pty Ltd Trading as Whittens Lawyers and Consultants Level 5, 137-139 Bathurst Street Sydney NSW 2000

Link Market Services Limited Ground Floor, 178 St Georges Terrace Perth WA 6000

Joint Corporate Advisor

Lead Manager and Joint Corporate Advisor Novus Capital Limited Level 24 Royal Exchange Building 56 Pitt Street Sydney NSW 2000

Empire Securities Group Pty Ltd Level 5, 2 Bligh Street Sydney NSW 2000

Proposed ASX Code ZEU

IMPORTANT INFORMATION	1
CORPORATE DIRECTORY	3
INDICATIVE TIMETABLE	5
CHAIRMAN’S LETTER	6
SECTION 1 – INVESTMENT HIGHLIGHTS	9
SECTION 2 – CORPORATE OVERVIEW	13
SECTION 3 – DETAILS OF THE OFFER	19
SECTION 4 – THE PROJECTS	27
SECTION 5 – RISKS	45
SECTION 6 – FINANCIAL INFORMATION	53
SECTION 7 – INVESTIGATING ACCOUNTANT’S REPORT	63
SECTION 8 – INDEPENDENT GEOLOGIST’S REPORT	71
SECTION 9 – SOLICITOR’S REPORT ON TENEMENTS	147
SECTION 10 – MATERIAL CONTRACTS	175
SECTION 11 – ADDITIONAL INFORMATION	203
SECTION 12 – CORPORATE GOVERNANCE POLICY	209
SECTION 13 – GLOSSARY	211
SECTION 14 – STATEMENT OF DIRECTORS	215
PUBLIC OFFER APPLICATION FORM	217
ZIMC OFFER APPLICATION FORM	219

INDICATIVE TIMETABLE

Cornerstone Subscription Offer Timetable

Lodgement of Prospectus with ASIC	14 November 2012
Opening Date of the Cornerstone Subscription Offer	15 November 2012
Closing Date of the Cornerstone Subscription Offer	29 November 2012
Issue and Allotment of Shares to ZIMC	3 December 2012
Expected Date for Official Quotation on the ASX	6 December 2012

Public Offer Timetable

Lodgement of Prospectus with ASIC and Announcement to ASX	14 November 2012
Opening Date	15 November 2012
Closing Date of Public Offer	29 November 2012
Issue and Allotment of Shares	3 December 2012
Expected Date for Official Quotation on the ASX	6 December 2012

The above dates, other than the date for the lodgement of this Prospectus with ASIC, are indicative only and each or any of them may be varied without notice.

CHAIRMAN’S LETTER

Dear Investor

On behalf of the Directors of Zeus Resources Limited ( Zeus or the Company ), I am pleased to invite you to become a shareholder in the Company.

As detailed elsewhere in this Prospectus, Zeus has been very fortunate to obtain a substantial cornerstone investment from Zhengyuan International Mining Co. Ltd ( ZIMC ), a wholly owned subsidiary of the Chinese State Owned Enterprise ( SOE ) China Metallurgical Geology Bureau ( CMGB ). CMGB is one of the largest multi-commodity mineral exploration, development and mining organisations in China. We are very excited by this investment and the potential partnership in exploration and development opportunities in Australia and beyond.

Zeus was formed to explore for uranium, principally in palaeochannel and related settings in Western Australia. It is proposed to implement an active project generation and acquisition programme for a range of commodities, both in Western Australia and beyond, with a focus on uranium, copper and gold. Investors in Zeus will be fully exposed to both the high risks and the potentially high rewards that are a feature of the mineral exploration business. However, the Board, management and the senior technical team of Zeus have been assembled, and the strategy developed, to enhance, as far as possible, the likelihood of exploration success.

The Company has assembled an initial tenement package (Exploration Licences and Exploration Licence Applications) covering approximately 5,700 km[2] and comprising seven uranium exploration projects. These exploration projects range from those with existing drill targets and prospects for defining a resource within the first 12 months (e.g. Lake Way and Yeelirrie South) to those that are truly grassroots but with significant upside potential (e.g. Percival Lakes). Zeus has a strategic tenement holding at Narnoo in the vicinity of the exciting Mulga Rock discoveries, and good prospects in a previously unexplored, radiometrically anomalous palaeochannel and lake systems in the northern Musgraves area. The portfolio is rounded out by two projects in uraniferous basement rocks of the Gascoyne Province.

Zeus will continue to be led by Renzie Duncan, an experienced executive and mining lawyer, who has had a long and varied association with the resources sector while working for major law firms, investment banks and directly for mining companies. Renzie has lived and worked in Central Asia and France and was involved in successful start-up ventures.

We have also been particularly fortunate in attracting Daniel Liu as Exploration Manager. Daniel ran the uranium exploration programme in Namibia for a Chinese state owned enterprise, including the discovery and drill-out of a 112 million pound uranium resource adjacent to Rio Tinto’s Rossing mine. Daniel will be supported by Lisa Worrall as a retained Consultant. Lisa is one of Australia’s foremost experts on Australia’s landscape evolution, including the development

of the palaeochannel systems that contain most of the Company’s exploration targets. Lisa has been part of the Zeus team for most of the lead up to the IPO.

Why Uranium? The fundamentals of the future of the nuclear industry and of uranium supply constraints are broadly positive. This led to an increase in the spot price of U3O8 from US$40 to over US$70 between March 2010 and early 2011. The earthquake and tsunami at the Fukushima nuclear power plant in Japan led to a significant drop in the uranium spot price and in the share prices of most uranium producers. In the opinion of the Directors, however, the medium to longer term fundamentals for uranium remain strong. The Company’s link through the ZIMC investment to the Chinese nuclear expansion programme currently underway puts Zeus in a strong strategic position now and in the future. We also consider that the short term disruption in confidence across the exploration and development sectors of the industry will provide opportunities for the Company. Despite this confidence in the future for uranium, the Company considers it prudent to spread its future discovery risk across a broader commodity spectrum. In particular, we will be seeking copper and gold exploration and development opportunities.

Under this Prospectus, 67,650,000 shares are being offered at an issue price of $0.20 per share. The net proceeds of the offer after financing costs will be approximately $11 million. Based on the offer price and number of shares issued, it is expected that Zeus will have a market capitalisation of approximately $36 million. You should refer to Section 3 of this Prospectus for further details as to the details of the Offer.

On behalf of my fellow Directors, I invite you to subscribe for shares in Zeus and look forward to working on your behalf to deliver its anticipated success. However, before you make your investment you are asked to read the Prospectus thoroughly and seek financial or other advice should you so require.

Yours sincerely

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Dr Mike Etheridge

Chairman

14 November 2012

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1. INVESTMENT HIGHLIGHTS

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THIS SECTION IS A SUMMARY ONLY AND IS NOT INTENDED TO PROVIDE FULL INFORMATION FOR INVESTORS INTENDING TO APPLY FOR SHARES OFFERED PURSUANT TO THIS PROSPECTUS. THIS PROSPECTUS SHOULD BE READ AND CONSIDERED IN ITS ENTIRETY.

1. THE COMPANY

The Company was incorporated as Zeus Uranium Limited on 6 October 2009 for the primary purpose of identifying and acquiring uranium exploration projects in Australia. Following the severe downturn in the prospects for uranium exploration companies in the wake of the Fukushima disaster in March 2011, Zeus sought a cornerstone investment from a credentialed partner with matching interests and the Company was renamed Zeus Resources Limited ( Zeus ), retaining its uranium exploration portfolio but within a broader commodity outlook.

Zeus secured a credentialed cornerstone investor and strategic partner in Zhengyuan International Mining Co. Ltd ( ZIMC ); a wholly owned subsidiary of the Chinese State- Owned Enterprise ( SOE ) China Metallurgical Geological Bureau ( CMGB ).

CMGB is a major Chinese SOE focused on multicommodity mineral exploration, development and mining. In 2011 CMGB had more than 32,000 employees and assets worth more than $1.5 billion.

A Cornerstone Subscription Investment Agreement ( Cornerstone Agreement ) was signed between the Company and ZIMC on 16 July 2012. The Cornerstone Agreement provides for subscription by ZIMC for 57,650,000 Zeus shares at $0.20 per share. Post IPO ZIMC will hold 32% of the shares in Zeus. Zeus has agreed to pay ZIMC a fee of $1,530,000 on ZIMC subscribing for the shares as a placement fee, resulting in net proceeds of $10,000,000. Other terms of the Cornerstone Agreement are outlined in Material Contracts in Section 10 of this Prospectus.

The Company’s initial exploration focus will be on a portfolio of uranium exploration projects in Western Australia. However, it will also undertake an active project generation and acquisition programme across a range of commodities, principally uranium, copper and gold, throughout Australia.

The Board and Management of Zeus have a broad range of corporate, financial, technical and strategic expertise, and extensive experience in the mineral exploration industry. Zeus’ Exploration Team members have a good track-record in uranium exploration and uranium project management in Australia and beyond.

2. BUSINESS MODEL AND STRATEGY

Zeus’ principal business is mineral exploration. Investors in Zeus are therefore exposed to both the high risks and the potentially high rewards that are a feature of the mineral exploration business. However, the Company is well funded and the Board, management and senior technical team of Zeus are well credentialed and fully focused on achieving exploration success.

Zeus will have the technical, commercial and financial capability to mount an active project generation and acquisition strategy. Indeed, it plans to allocate about 6% of its post-IPO funds to that purpose, and will be focussing on more advanced project opportunities than are in the Company’s present seven project portfolio.

The Company’s cornerstone investor and strategic partner will provide substantial exploration, project generation and development expertise. It also has the financial capability to potentially support the Company’s business development activities.

3. SEVEN EXPLORATION PROJECTS

Zeus is targeting uranium discoveries in seven project areas covering a total area of about 5,700 km[²] in Western Australia. Three of the project areas are located adjacent to major uranium deposits at various stages of preparation for development (Yeelirrie, Lake Way and Mulga Rocks).

Zeus’ tenement interests contain many well documented uranium occurrences that will be targeted for drilling and testing as soon as possible after IPO.

Zeus’ uranium interests were assembled by an amalgamation of the prior uranium interests of Cazaly Resources Limited (ASX:CAZ), Stone Resources Australia Ltd (ASX:SHK), formerly A1 Minerals Ltd (ASX:AAM), FEC II Pty Ltd, River Rock Energy Ltd and Kalium Corporation Limited.

Please Note: The resource estimates contained within this section do not relate to the Company’s tenements or applications. These estimates have been included for context only and there is no guarantee that the Company’s projects will yield viable resources.

Lake Way Project – 100% interest

The Company’s Lake Way Project comprises one Exploration Licence (E53/1247) and five Exploration Licence Applications (E53/1600, E53/1601, E53/1602, E53/1603 and E53/1604) covering a total area of about 830 km[2] . E53/1247 abuts tenements that contain uranium resources that make up part of Toro Energy’s Wiluna Project (see ASX: TOE Release 26 September 2012 Page 35 for recent information on this project, which is in the final stages of permitting ahead of development). The five ELA’s cover interpreted palaeochannel systems that abut the Toro Energy’s Wiluna Project to the north.
The rationale for Zeus’ Lake Way Project is to explore parts of what is clearly a highly prospective palaeochannel system that has had limited previous work, and that is part of the uranium mineral system containing a major deposit that is in the final stages of permitting ahead of a development decision. The two northernmost Exploration Licence Applications (E53/1600 and E53/1602) are interpreted to drain northwards from a drainage divide (Lake Way is to the south) into Lake Gregory. This interpreted northern extension of the system has had very little previous exploration.
Zeus’ proposed exploration programme for E53/1247 is based on infill drilling to enable possible estimation of a resource in Year Two, enabling the Company to assess potential development or other opportunities. The five Exploration Licence Applications are at earlier stages of exploration, and Zeus will be undertaking additional geochemical and geophysical surveys to improve palaeochannel definition prior to systematic drill testing. Land access agreements will need to be negotiated prior to undertaking field investigations, and this process is progressing well.

yeelirrie South Project – 100% interest

The Yeelirrie South Project consists of two Exploration Licences (E36/733 and E36/735) with an area totalling about 240 km[2] . Both licences are immediately to the southeast of the Yeelirrie uranium deposit, one of Australia’s largest undeveloped uranium resources, and are interpreted to include the downstream extension of the same palaeochannel system.
Zeus acquired these tenements because of the demonstrated potential of the Yeelirrie palaeochannel system. Although the limited drilling and sampling to date has returned only

low-grade uranium, there is untested potential in the project area that Zeus will explore.

The Company recently had a detailed gravity survey carried out over the Yeelirrie South Exploration Licences, mainly to assist with mapping the buried palaeochannel and potentially the thicker calcrete zones within it. Processing and interpretation of the gravity data will take place immediately after listing, and will assist with the targeting of a drilling programme to take place as soon thereafter as land access conditions allow.

North Musgrave Project – 100% interest

The North Musgrave Project consists of a single Exploration Licence Application (E69/2362) covering 155 km[2] in the far west of Western Australia. Despite the remoteness of the location, it is crossed by the Gunbarrel Highway.

This tenement covers the main part of the van der Linden Lakes and associated drainage system, which are known to contain calcrete and extensive airborne radiometric uranium channel anomalies. No previous exploration for uranium is known to have taken place in the project area.

The first step in exploring this prospective tenement will be to negotiate land access and work programmes to enable granting of the Exploration Licence, and reconnaissance exploration. This will be followed by geophysical and geochemical surveys to define drill targets for testing during Year Two.

Percival Lakes Project – 100% interest in uranium

The Percival Lakes Project comprises six Exploration Licence Applications (E45/3027, E45/3028, E45/3029, E45/3030, E45/3031 and E45/3238) covering an area of about 3,300 km[2] over the Percival Lakes drainage system in central Western Australia. The Percival Lakes drainage system is one of the most extensive, largely unexplored palaeochannel systems in Australia.

Zeus acquired the Percival Lakes Project because it is a very large-scale palaeodrainage system that contains anomalous uranium in airborne radiometric data, with both calcrete and carbonaceous horizons (potential uranium host rock types) recorded during diamond exploration in the area. It is a very early stage, greenfields project, but six target areas have been identified from the regional government geophysics for initial follow up.

The initial work programme in the Percival Lakes Project will be to negotiate land access and an agreed work programme, enabling the conversion of the Exploration Licence Applications to Exploration Licences. The Company then plans to undertake

geophysical surveys and reconnaissance geological work over the target areas. In particular, the Company is investigating the applicability and cost-effectiveness of airborne Hymap spectral surveying to assist in identifying and ranking projects for drilling.

Narnoo Project – 100% Interest

The Narnoo Project is located about 250 km east northeast of Kalgoorlie, in the vicinity of the Mulga Rock uranium deposits, including the recently discovered Princess deposit. It comprises five Exploration Licences (E39/1401, E39/1683, E28/2096, E28/2097 and E39/1687) and one Exploration Licence Application (E39/1689) covering a total area of about 880 km[2] .

The Narnoo Project area is interpreted to lie close to the Tertiary coastline of southern Australia and therefore contains a wider range of potential uranium trap sites than the calcrete-bearing palaeodrainages at Yeelirrie and Lake Way. The Mulga Rock deposits, for example, have been interpreted by the company that found them as being localized in carbonaceous sediments in buried, fault-bounded valleys. These buried deposits have little or no surface radiometric expression. Zeus has an extensive ground holding along the palaeocoastline to the north east of the Mulga Rock deposits.

Red Rock Project – 100% Interest

Red Rock Project is located in the Gascoyne region approximately 160 km northwest of the town of Meekatharra. The Project comprises a single tenement (E52/2122) and covers an area of around 53 km[2] .

The Despair Granite, located approximately 30 km east south-east of E52/2122, is known to host significant primary uranium mineralisation that is structurally controlled and associated with strong potassic alteration. Analysis of the regional geophysical data by Zeus suggests that the same alteration extends into the Red Rock Project area.

Zeus intends to undertake high resolution geophysical and geochemical surveys of the tenement area post IPO in order to map the extent of the alteration zone and to define drilling targets.

Zeus recently carried out detailed gravity surveys over parts of the Narnoo tenement package. The survey may be extended to the entire tenement package after IPO following data processing and interpretation. It is expected that drill targets will be defined.

Mortimer Hills Project – 100% Interest

The Mortimer Hills Project is located in the Gascoyne region approximately 290 km east of the coastal town of Carnarvon. The Project comprises a single tenement (E09/1618) that covers an area of around 190 km[2] .

Uranium occurrences within the tenement are primarily disseminations in metamorphic schist sequences and late stage pegmatite intrusions. Pegmatite intrusions within the area have been considered by previous explorers to display a number of similarities to the Rossing granite that hosts the world class Rossing deposit in Namibia. Evaluation of the historical exploration data by Zeus suggests that the region may also be prospective for calcrete hosted uranium deposits that were of little or no interest to the early explorers.

Exploration of this tenement will focus initially on geological mapping and geochemical sampling in order to better define targets both within the bedrock and within the palaeodrainage system for follow-up drilling.

2. CORPORATE OVERVIEW

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2.1 BOARD OF DIRECTORS AND KEY MANAGEMENT

The company currently has three directors, two of whom are independent, non-executive directors (Michael Etheridge – Chairman, and Greg Hall) and one of whom is the Chief Executive Officer and Managing Director (Ian de Renzie Duncan). Following listing on the ASX, ZIMC will have the right to appoint two additional directors, one of whom may be the Chairman. In addition, Vast Honour Global Limited will have the right to appoint one director. Neither ZIMC nor Vast Honour Global Ltd has indicated at this stage whom they will be nominating or when they will be nominated.

Dr Michael Etheridge, Chairman B.Sc (Hons), PhD, FTSE, FAIG, FAICD

Mike Etheridge is a geologist who has had a varied career in universities, a government research organisation and in industry. He co-founded the geoscience consultancy business Etheridge & Henley (later Etheridge Henley & Williams – ‘EHW’) in 1990. EHW grew to over 30 staff on three continents before it merged with the global SRK Consulting group to become SRK’s Australasian business in 1997. In 2004 Mike left SRK Australasia, where he was Chairman, to pursue a career as a professional company director in the resources and related R&D sectors.

Mike is currently non-executive Chairman of ABM Resources Ltd (ASX:ABU) and of Clancy Exploration Ltd (ASX:CLY), and non-executive Director of DET CRC Ltd (a collaborative research organisation involving the mining industry, universities and government research bodies).

Mike was previously a non-executive Director of Lihir Gold Ltd prior to its merger with Newcrest Ltd, Consolidated Minerals Ltd prior to its takeover by Palmary plc, Ballarat Goldfields NL prior to its takeover by Lihir Gold, and of Ariana Resources plc (AIM) and Geoinformatics Exploration Inc (TSX-V). He was also Chairman of the Boards of the Predictive Mineral Discovery CRC and AuScope Ltd, in the public sector R&D space.

Mike Etheridge is a Fellow of the Australian Academy of Technological Sciences and Engineering, the Australian Institute of Company Directors, the Society of Economic Geologists and the Australian Institute of Geoscientists.

Mr Ian de Renzie Duncan, Chief Executive Officer Dip. Law (SAB), Solicitor

Mr Duncan is a mining lawyer with over 20 years’ experience in the mining sector as a solicitor, barrister and executive, including nine years with Blake Dawson Waldron Solicitors (now Ashurst) from 1986, and three years in the Commonwealth of Independent States (CIS) managing the firm’s mining

and infrastructure office. Between 1995 and 1997 Mr Duncan participated in a number of joint ventures in the mining, manufacturing and tourism industries in the CIS.

In 1997, Mr Duncan returned to Australia to undertake the NSW Bar Association Exams and was called to the NSW Bar in December 1997 where he practised for four years from Windeyer Chambers. In 2001 he worked for the international law firm Coudert Frères, in their Paris office specialising in commercial arbitration of resource industry disputes before the International Chamber of Commerce.

On returning to Australia in 2007, Mr Duncan has worked as a solicitor and has held various roles at Macquarie Bank Limited, Poseidon Nickel Limited, Coalworks Limited and Whittens Lawyers and Consultants before co-founding Zeus Resources Ltd in 2009 and managing the company’s road to listing on the ASX.

Mr Duncan is currently admitted as a solicitor in NSW and is an industry representative to the Australian Tax Office’s National Liaison Group – Resource Rent Tax Sub-Committee.

Mr Gregory Clifton Hall, Non-Executive Director B. App Sc.

Mr Greg Hall is a seasoned geologist with over 35 years of international experience. From 1988-2005, he was employed by the Placer Dome group of companies, serving as Chief Geologist -World Wide during the last five years he was there. Placer Dome was acquired by Barrick Gold Corporation in early 2006. Over the course of his illustrious career, Mr Hall had a senior role in the discoveries of both Barrick Gold’s Granny Smith mine and Rio Tinto’s Yandi iron ore mine. In addition, he took part in the discoveries of Keringal and Wallaby in Australia’s Eastern Goldfields, as well as the definition of AngloGold Ashanti’s Sunrise gold mine. Mr Hall holds a Bachelor of Applied Science from the University of New South Wales, Australia.

Mr Andrew John Whitten, Company Secretary BA (UNSW), MLLP (UTS) Grad Dip. App. Corp. Gov. ACIS, Notary Public, Solicitor

Andrew Whitten is an admitted solicitor with a specialty in Corporate Finance and Securities Law and is a Solicitor Director of Whittens Lawyers and Consultants. Andrew is currently the company secretary of a number of publicly listed companies including the following listed entities PLD Corporation Limited (ASX:PLD); FRR Corporation Limited (ASX:FRR); Prospect Resources Limited (ASX:PSC) Vertua Limited (NSX:VER) and Australian Premier Finance Holdings Limited (NSX:AHP). He is a responsible officer of a Nominated Adviser to the National Stock Exchange of Australia Limited, and has been involved in a number of corporate and investment transactions including Initial

Public Offerings on ASX and NSX, corporate reconstructions, reverse mergers and takeovers including the recent acquisition of Coalworks Limited (ASX:CWK) by Whitehaven Coal Holdings Limited (ASX:WHC).

Andrew holds the following professional qualifications: Bachelor of Arts (Economics UNSW); Master of Laws and Legal Practice (Corporate Finance and Securities Law-UTS); Graduate Diploma in Applied Corporate Governance from the Institute of Chartered Secretaries and is an elected Associate of that institute; Public Notary.

Mr Ray Iacono, Chief Financial Officer FCPA, FTIA, MAICD

Mr Iacono is a Fellow Certified Practicing Accountant Australia, a Fellow of the Taxation Institute of Australia, is an ASIC Registered Agent, a Tax Agent and a Member of the Australian Institute of Company Directors. As the former Director Business Development Asia Pacific and former CEO of the Olivetti Group in Australia and New Zealand Mr Iacono has had considerable commercial and management experience in Asia (China, Hong Kong, Japan, Singapore, Malaysia, India) and Australasia. He is currently the principal and CEO of Adsto International Pty Ltd.

Adsto specializes in assisting Australian and foreign companies in establishing operations in Australia and Europe and attending to corporate advisory, administrative, fiscal, statutory, secretarial, and reporting requirements both locally and overseas. Mr Iacono has held administrative and financial management positions in mining companies associated with opal mining, coal gasification and gold mining and continues to hold various CFO, Secretarial and Board of Directors positions in private and Public Listed Companies.

Mr Iacono has held official positions with Mandala Community Counselling Service, the Italian Chamber of Industry and Commerce and the Italian Forum and has been a member of the Australian German Association.

2.2 MANAGEMENT AND OPERATIONS

Zeus will manage its operations and head office under the supervision of its Chairman, Dr Mike Etheridge and its CEO, Mr Ian de Renzie Duncan. The Company’s office in Sydney has adequate facilities to administer its activities. The Company proposes to conduct operations predominantly through contractors. Scheduling of work will revolve around time, weather and contractor availability. Contractors will be selected based on quotations and review of qualifications for suitability to the particular project. Professional geologists will supervise the

location procedures in the field to comply both with Zeus’s policy and applicable occupational health and safety requirements. These activities include site mobilisation, mapping, testing, sampling, general field leadership and reporting. Other contractors such as geoscientists, civil contractors and field hands may be engaged for surveying, hydrology, earthmoving, gridding, site preparation, camp construction, sampling and general field assistance.

2.3 RESTRICTED SECURITIES

Shares issued to interests associated with the former owners of the Company’s assets being ‘Restricted Securities’ will not be listed while any applicable escrow restrictions apply, except to the extent that holders of these Shares have supplied cash prior to the issue of this Prospectus, the Directors do not intend to seek quotation of these Shares and Options unless and until after the ASX grants approval to the Company. It is anticipated that the Company will maintain Chess Holder Records (including SRN) so that Restricted Securities can be entered into a separate Chess holding (including a holding lock) or other arrangement permitted by the ASX. The Company will implement escrow restrictions in respect of the vendor securities in accordance with Chapter 9 of the ASX Listing Rules or will comply with such other arrangement approved by the ASX.

The ASX may classify certain existing Shares as being subject to the restricted securities provisions of the ASX Listing Rules. Those Shares will be required to be held in escrow for a period determined by the ASX.

Holders of restricted securities will be prohibited for the period determined by the ASX from:

(a) disposing of, or agreeing to offer or dispose of, any of their restricted securities;
(b) creating, or agreeing to offer to create, any security interest over any of their restricted securities; or
(c) doing or omitting to do, any act if the act or omission would have the effect of transferring effective ownership or control of any of their restricted securities.

As at the date of this Prospectus, the ASX has not determined which Shares already on issue will be restricted securities and will therefore be subject to escrow restrictions.

None of the Shares offered under this Prospectus will be treated as restricted securities and will be freely transferable from the date of their allotment. Agreements in respect of all such restricted securities will be entered into in accordance with the ASX Listing Rules and as required by the ASX.

2.4 INDICATIVE EXPLORATION AND DEVELOPMENT EXPENDITURE

The following exploration budget is subject to change and is contingent on circumstances, including:

(a) the terms of the third party service agreements – in this regard it is noted that under these agreements summarised in Section 10 of this Prospectus, the Company has the right to contribute solely on the terms specified in those agreements – the budgeted rates of expenditure for these projects assumes that the Company will approve programmes and budgets consistent with the above;
(b) results of exploration generally and other opportunities;
(c) expenditure being reallocated amongst existing or new projects or to general working capital;
(d) factors relating to tenement conditions;
(e) it not being the intent of the Company to restrict its activities to the aforementioned projects and reserving the right to evaluate other opportunities as they arise; and
(f) it not being practicable for the Board to specify exactly how funds may be applied, as this will be influenced by the outcome of exploration yet to take place and events as they unfold generally.

Nevertheless, the following table in this section represents a statement as at the date of this Prospectus as to the intended use for exploration and development of the funds raised by the Company. More detail on the proposed exploration budget can be found in Section 4.

The Company may seek to raise additional funds, if appropriate.

The Directors consider that, upon Completion of the Offer, the Company will have sufficient working capital to carry out its stated objectives during the first two years following the Listing Date.

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Total Use of Funds year 1 ($) year 2 ($)
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Project Exploration
Lake Way	1,155,000	754,000
Yeelirrie South	376,000	212,000
North Musgrave	149,000	202,000
Percival Lakes	480,000	1,279,000
Narnoo	946,000	810,000
Mortimer Hills	146,000	159,000
Red Rock	178,500	105,000
Project Generation	400,000	300,000
Total	3,830,500	3,821,000

2.5 RELATED PARTY DISCLOSURES

2.5.1 Interests of Directors and Current Company Secretary and Former Directors in the Company

Current Directors and Company Secretary

Name		Title	Shareholding (either directly or via nominees)	Shareholding (either directly or via nominees)		Salary ($)1 Other Interest
Dr Michael Etheridge		Non-Executive	1,000,000 Shares			87,200 NIL
		Chairman				per annum
Mr Ian de Renzie Duncan		Managing	4,600,000 Shares			327,000 NIL
		Director and				per annum
		Chief Executive
		Officer
Mr Greg Hall		Non-Executive	NIL			50,000 $50,000 payment
		Director				per annum following listing as
						payment for past
						services to the
						Company as a Director.
Mr Andrew Whitten		Company	5,200,000 Shares			60,000 Interest in
		Secretary				per annum Whittens Lawyers and
						(Company Consultants2
					Secretarial Fee)3
1The salaries listed above include superannuation.
2Mr Andrew Whitten is a shareholder and Solicitor Director of Whittens Lawyers and Consultants who have acted as Solicitor to the Offer.
3Payable as a Fee to Whittens Lawyers and Consultants in consideration for Mr					Andrew Whitten acting as Company Secretary to the
Company. The fee is subject to		GST which has not been included in the above figure.
Former Directors
Name		Date Resigned	Shareholding (either directly or via nominees)			Other Interest
Mr Raymond Whitten		16 August 2012 12,079,364 Shares				Interest in Barbary Coast Investments
					Pty Ltd, which has provided a Loan to the
						Company as outlined in Section 10.36.
						Interest in Whittens Lawyers and
						Consultants4
Mr James Zadko	20	September 2012	1,643,609 Shares			Interest in Shares as a result of the
			and		acquisition by the Company of all the shares
			246,541		in Kalium Corporation Limited pursuant to
			2013 Options		the Share Exchange Agreement outlined in
			and			Section 10.9.
			246,541 2015 Options		Interest in the 2013 Options and 1 2015 Options pursuant to the River Rock Option
						Agreement as outlined in Section 10.14.
				$50,000 payment following listing as payment
						for past services to the Company as a
						Director.

4 Mr Raymond Whitten is a shareholder and Solicitor Director of Whittens Lawyers and Consultants who have acted as Solicitor to the Offer.

2.6 DEEDS OF INDEMNITY AND ACCESS

The Company has entered into deeds of indemnity and access with each of its appointed Directors. Under those deeds, the Company has agreed to indemnify each Director to the extent permissible by the Corporations Act against any liability arising as a result of that Director acting in the capacity as an officer of the Company.

3. DETAILS OF THE OFFER

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3.1 THE OFFER

The Offer, under this Prospectus, is for 67,650,000 Shares at 20 cents per Share to raise $13,530,000. As this Prospectus is for the exact number of 67,650,000 Shares, this amount of Shares is both the minimum and maximum under the Prospectus.

The Offer is made up of two separate offers as detailed below.

All Shares issued pursuant to this Prospectus will be fully paid ordinary shares and will rank equally in all respects with all other Shares on issue as at the date of this Prospectus.

The rights and obligations attaching to the Shares offered by this Prospectus are summarised in Section 11.3 of this Prospectus.

Subscription by Zhengyuan International Mining Co. Limited (ZIMC)

In accordance with the terms of the Cornerstone Subscription Investment Agreement executed between the Company and ZIMC on 16 July 2012, ZIMC will subscribe for 57,650,000 shares in Zeus for a total of $11,530,000 ($10,000,000 net of fees payable to ZIMC). For a full description of the Cornerstone Subscription Investment Agreement, and its material terms please see the summary included in the Material Contracts section of this Prospectus (Section 10).

Public Offer

This offer consists of an offer to the public of a total of 10,000,000 Shares at 20 cents per Share to raise $2,000,000.

3.2 PURPOSE OF THE OFFER

The purpose of the Offer is to raise funds to:

(a) provide funds for the listing of the Company on the ASX; and
(b) accelerate the exploration and development of the Company’s projects; and
(c) provide funds for general working capital; and
(d) identify potential acquisition opportunities.

3.3 NO UNDERWRITING BUT $10,000,000 CAPITAL RAISING SECURED (SUBJECT TO CONDITIONS)

This Offer is not underwritten.

However, as outlined above, the Company has already secured a cornerstone investment totalling the subscription of $11,530,000 ($10,000,000 net of fees) from ZIMC, in return for the issue of 57,650,000 Shares in the Company (as well as other terms as outlined in Section 10 of this Prospectus). Potential Applicants are referred to Section 10 of this Prospectus for a summary of the terms of the Cornerstone Subscription Investment Agreement with ZIMC.

3.4 CURRENT AND PRO-FORMA CAPITAL STRUCTURE AND SUBSTANTIAL SHAREHOLDERS

The capital structure of the Company currently and following the Completion of all of the Offers is shown below:

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%
Shareholder Shares Ownership
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Current Shares on Issue*	87,500,000	48.6
Vast Honour Global Limited (free shares to be issued at completion)1	25,000,000	13.9
ZIMC Offer	57,650,000	32.0
Public Offer Participants	10,000,000	5.5
Total	180,150,000	100

This includes: a) 15,000,000 shares issued (directly or via nominees) for nil consideration to the Managing Director (Mr Ian de Renzie Duncan 5,000,000 shares - 500,000 of these shares were transferred by Mr Duncan to an unrelated third party), former Director (Mr Raymond Whitten 5,000,000 shares), and former Director and current Company Secretary (Mr Andrew Whitten 5,000,000 shares) as outlined in Section 2.5 and 11.1; and b) 10,000,000 shares issued to shareholders in Kalium Corporation Limited as referred to in Section 10.9 -10.13 of this Prospectus. Please note, 1,643,609 shares (as part of the total issue of 10,000,000 shares) were issued to Mr James Zadko, a former director of the Company; and c) 2,500,000 shares issued to Sammy Resources Pty Ltd as referred to in Sections 10.1-10.5 of this Prospectus.

Options not yet issued[2]

Expiry Date	Exercise Price	Number
31 December 2013	$0.401 per option	1,500,000
31 December 2015	$0.801 per option	1,500,000

Substantial Shareholders

On admission to the Official List (assuming no existing shareholder subscribes and receives additional Shares other than referred to above):

Shareholder	Number of Shares	% of issued capital after closure of the Offer
ZIMC	57,650,000	32.0
Vast Honour Global Limited	55,000,000	30.5
Barbary Coast Investments Pty Ltd*	12,079,364	6.7

Please note Barbary Coast Investments Pty Ltd is controlled by Mr Raymond Whitten a former Director who resigned on 16 August 2012.

1 In accordance with the terms of the Share Purchase Agreement between the Company and Vast Honour Global Limited dated 1 November 2011 (as varied), the Company has agreed to issue to Vast Honour Global Limited 25,000,000 Shares for no consideration, conditional on successful completion of the ZIMC Offer and the Public Offer.

2 Options: there are currently no Options on issue in the Company. However, the Company has entered into an option agreement dated 12 August 2010 (the Option Agreement ) with River Rock Energy Limited and parties holding shares in River Rock Energy Limited as at the date of the Option Agreement ( River Rock Shareholders ) whereby the Company has agreed to grant Options to the River Rock Shareholders. A summary of the material terms of the Option Agreement and the Options are set out in Section 10 of this Prospectus.

3.5 USE OF THE FUNDS RAISED FROM THE OFFER

The following table sets out how the Company intends, as at the date of this Prospectus, to apply the funds raised pursuant to this Prospectus over the first two years following the Listing Date:

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Subscription
Use of Proceeds Description ($)
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Project Exploration (refer to Section 1 on Investment Highlights and Section 4 on Projects)	6,951,500
Project Generation (refer to Section 1 on Investment Highlights and Section 4 on Projects)	700,000
Brokerage, Prospectus and costs of the Offer (including unrecouped GST)	2,511,547
Corporate Overheads, Management & Administration Expenses	2,213,250
Loan Repayments*	1,008,000
Surplus Working Capital	145,703
Total Prospectus raising	13,530,000

Please note that the interest repayments have been calculated on the basis of a 12% interest rate being paid by the Company to the lenders. In certain circumstances an amount greater than 12% may be payable to the lenders. Please see Section 10 of this Prospectus for a full description of the applicable loan agreements.

Although the proceeds of the Offer are primarily to be used as summarised in the table above, the actual allocation of funds may change. Potential Applicants should be aware that the Company may use and expend its cash reserves more quickly than contemplated. Accordingly, as with many companies engaged in the mineral exploration and mining industry, it is anticipated that the Company may find it necessary, in due course, to seek further equity funding through the issue of new shares if the Company’s Board deems it appropriate (subject to Shareholder approval if required). However, the timing and amount of future fund raisings cannot be accurately estimated. The pricing of any future share issues will depend upon the results of the Company’s activities, market factors, investor demand for shares and the need for capital by either debt or equity capital raisings.

It is also possible that any future acquisitions that may be contemplated by the Company may exceed the current or projected working capital of the Company. It is expected that any such acquisitions would be funded by project finance and/or further equity issues (subject to Shareholder approval if required).

The proposed Exploration Expenditure by the Company is detailed in Section 4 of this Prospectus.

3.6 RISK FACTORS

Potential Applicants should be aware that subscribing for the Shares offered by this Prospectus involves a number of risks. The key risks are set out in the following table. However, Potential Applicants are referred to Section 5 of this Prospectus for a more detailed summary of these risks.

The risk factors set out in Section 5 of this Prospectus, and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Shares offered by this Prospectus. Accordingly, an investment in the Company should be considered speculative.

Potential Applicants are strongly advised to carefully consider these risks (and if necessary, consult their professional advisers) before deciding whether to invest in the Company.

Please refer to the below table as a summary of the risk factors associated with an investment in the Company. More information about these risks are available in the sections indicated below:

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Key and Unique Risks of an Investment Description of Risk More
in the Company Information
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Mineral Exploration and	Expenditure by Zeus may not return	Section 5.1.1
Development Risk	a profitable investment or mine.
Operational and Technical Difficulties	Operational and technical difficulties may	Section 5.1.2
	be encountered so that Zeus may not be able
	to achieve its objectives.
Joint Venture Risk	As Zeus is party to joint ventures there	Section 5.1.3
	is a risk that the counterparty to these joint
	ventures will not fulfil their obligations.
Major Shareholder Risk	As ZIMC will control approximately 32%	Section 5.1.4
	of the company and Vast Honour Global
	Limited will control 30.5% of the Company.
	Both companies are foreign companies.
Development and Mining	The Company may never be able to develop	Section 5.1.5
	a mining operation.
Alternative Energy and Public	Cheaper sources of energy may adversely	Section 5.1.6
Perception Risk	impact the price of uranium in the future.

The following risks are general risks associated with the mining and exploration industry.

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Risks Associated with Mining and More
Exploration Description of Risk Information
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General Economic and Political	General, economic and political conditions	Section 5.2.1
Considerations	may change to become adverse for the
	mining and exploration industry.
Sovereign Risk	The country where the Company operates	Section 5.2.2
	may be unstable.
Regulatory Risk	The regulation effecting mining and	Section 5.2.3
	exploration in the country where the
	Company operates may adversely affect
	the Company’s operations.
Native Title Risk	The land where the Company’s tenements	Section 5.2.4
	are in Australia may be subject to native title
	and/or of Aboriginal Cultural Significance.
Freehold Access Risk	As Zeus does not own the land where the	Section 5.2.5
	mining tenements are located there is a risk
	that no access will be granted to Zeus to
	access these tenements.
Tenement Application Risk	A risk that the tenements that the Company	Section 5.2.6
	has applied for will not be granted.
Environmental Bonds and	A risk that the actual costs for environmental	Section 5.2.7
Exploration Costs Risks	bonds and exploration may increase

The following risks are general risks associated with the Company.

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General Risks associated with the More
Company Description of Risk Information
----- End of picture text -----

Commodity and Currency	The prices of commodities may fluctuate	Section 5.3.1
Price Volatility	rendering future development of any
	discoveries or acquisition uneconomic.
Commodity Markets and Prices	The supply, demand and prices of the	Section 5.3.2
	commodities Zeus is exploring for
	may fluctuate.
Resources Estimates	Risk associated with reduced Resources	Section 5.3.3
	Estimates
Environment	The Company may damage the environment.	Section 5.3.4
Clean Up Concerns	The Company may be subject to a clean up	Section 5.3.5
	liability.
Liquidity and Realisation Risks	The Shares may not trade and you may not	Section 5.3.6
	be able to realise your investment.
Loss of Key Personnel	There is the Risk that the Company may lose	Section 5.3.7
	key personnel.
Insurance Risk	The Company may not have adequate	Section 5.3.8
	insurance.
Market Conditions and Security	Securities in the Company may fall in value.	Section 5.3.9
Investments
Future Capital Requirements	There is a risk that the Company may have to	Section 5.3.10
	issue shares in the future to fund its activities
	thereby diluting existing holders.
Other Projects	The Company may acquire further projects	Section 5.3.11
	and these projects may have risk.
Competition Risk	The Company may be adversely affected	Section 5.3.12
	by competition.

3.7 OPENING AND CLOSING DATES

The proposed Opening Date for acceptances of the ZIMC Offer and the Public Offer is 15 November 2012 (the Opening Date will be delayed if the mandatory seven day Exposure Period required by the Corporations Act is extended by ASIC).

The proposed Closing Date for acceptance of the ZIMC Offer and the Public Offer is 5:00pm (AEDT) on 29 November 2012.

The Board reserves the right at any time and from time to time to change the Offer Opening and Closing Dates and time, without giving notice.

Applications for Shares pursuant to this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. An Application lodged prior to the expiry of the Exposure Period will be treated as though it was received immediately following expiry of the Exposure Period.

3.8 HOW TO ACCEPT THE OFFER

If you wish to participate in the Offer, you must:

(a) Complete the applicable Application Form accompanying this Prospectus. The Application Forms contain detailed instructions on how each form is to be completed.
(i) For the ZIMC Offer, you must complete the ZIMC Offer Application Form PLEASE NOTE: THIS OFFER IS ONLy AVAILABLE TO ZIMC .
(ii) For the Public Offer, you must complete the Public Offer Application Form.
(b) Pay the applicable Application Monies by cheque, in Australian dollars, crossed ‘not negotiable’ and made payable to ‘Zeus Resources Limited’ or by electronic funds transfer to the Company’s nominated bank account. Do not forward cash or money orders. Receipts for payment will not be issued.

Applications for Shares must be for a minimum of 10,000 Shares representing a minimum investment of $2,000 and thereafter in multiples of 500 Shares (equivalent to $100).

Completed Application Forms and accompanying payment of the applicable Application Monies must be received the Lead Manager, Novus Capital before 5.00pm (AEDT) on the applicable Closing Date at the following address:

(a) Novus Capital Limited Mail: PO Box R1464 Royal Exchange NSW 1225
(b) Fax: (02) 9247 4844 or +61 2 9247 4844 (from outside Australia)

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

An original, completed and lodged Application Form, together with a cheque or electronic funds transfer for the Application Monies, constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in each Application Form. The Application Form does not need to be signed to be valid. If the Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may be treated by the Company as valid. The Directors’ decision as to whether to treat such an Application as valid and how to construe, amend or complete the Application Form is final; however an Applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque.

The Company reserves the right to reject any Application or to allocate any Applicant fewer Shares than the number applied for.

Application Monies will be held in a separate bank account on behalf of Applicants until the Shares offered under this Prospectus are issued. The banking of Application Monies in a trust account does not constitute acceptance of your Application. If any Application is rejected in whole or in part, the relevant Application Monies will be repaid to the unsuccessful Applicant without interest. For the avoidance of doubt, all interest earned on Application Monies (including those which do not result in allotment of Shares) will be retained by the Company.

No brokerage, stamp duty or other costs are payable by Applicants in respect of an Application for Shares under this Prospectus.

3.9 LISTING AND QUOTATION OF THE SHARES

The Company will, within seven days after the date of this Prospectus, apply for admission to the Official List of the ASX and for its Shares to be quoted on the ASX.

If the application is not made within seven days after the date of this Prospectus, or if the Shares offered under this Prospectus are not granted quotation within three months after the date of this Prospectus, the Company shall deal with Applications in accordance with the requirements of the Corporations Act.

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

3.10 ALLOTMENT OF THE SHARES

If your Application is accepted, in whole or in part, the Company will issue Shares pursuant to your Application and despatch either a CHESS statement or an issuer sponsored holding statement to you as soon as practicable after the applicable Closing Date together with any excess Application Monies. Potential Applicants.

However, no Shares will be issued pursuant to this Prospectus until:

(a) the full $13,530,000 Subscription under the Offer has been achieved; and
(b) the ASX has given the Company conditional approval to be admitted to the Official List of the ASX and for its Shares to be quoted on the ASX.

It is the responsibility of Applicants to determine their allocation prior to trading in the Shares. Applicants who sell any of the Shares of the Company before receiving their holding statements do so at their own risk.

3.11 BROKERAGE FEES

The Company will pay brokerage fees to the Lead Manager and Joint Corporate Advisors as follows (in total):

(a) A non-refundable administration fee of $25,000;
(b) 10% of the $2,000,000 to be raised pursuant to the Public Offer being a fee of $200,000 plus reimbursement of out of pocket expenses incurred; and
(c) a fee of $120,000 in consideration of continuous advice and capital raising services the Lead Manager and Joint Corporate Advisors have provided to the company previously.

In addition, the Company has appointed Empire Securities Group Pty Ltd as corporate advisor to the company for a period of 12 months at a fee of $10,000 (plus GST) per month following the Company’s admission to the Official List of ASX.

A full summary of the terms of the brokerage agreement between the Company, the Lead Manager, Novus Capital Limited and Empire Securities Group Pty Ltd is set out in Section 10 of this Prospectus.

In addition to the fees outlined above, a fee of $1,530,000 is payable to ZIMC pursuant to the terms of the Cornerstone Subscription Investment Agreement.

A full summary of the terms of the Cornerstone Subscription Investment Agreement between the Company and ZIMC is set out in Section 10 of this Prospectus.

(b) outside the US, except to non-US Persons in offshore transactions in compliance with Regulations of the US Securities Act.

The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty that there has been no breach of any law, that all necessary approvals and consents have been obtained and that the Company may legally issue Shares to the Applicant pursuant to this Prospectus.

Overseas Applicants should consult with their professional advisors as to whether any formalities need to be observed (either by themselves or the Company) to enable them to subscribe for the Shares being offered pursuant to this Prospectus.

3.13 TAXATION

3.12 OVERSEAS APPLICANTS

This Prospectus does not constitute an offer or invitation:

(a) in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus:
(b) to any person to whom it would not be lawful to make such an offer or invitation.

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

The distribution of this Prospectus within jurisdictions outside Australia or New Zealand may be restricted by law and persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. It is the responsibility of any Overseas Applicant to ensure compliance with all laws of any country relevant to their Application and to obtain all necessary approvals so that they may legally subscribe for (and be issued) Shares pursuant to the Offer.

Without limitation to the generality of the information otherwise provided in this Prospectus, the Shares have not been, and will not be, registered under the US Securities Act of 1933 as amended ( the US Securities Act ), and may not be offered, sold or resold:

(a) in the US or to, or for the account or benefit of, US Persons (as defined in Rule 902 under the US Securities Act) except in a transaction exempt from the registration requirements of the US Securities Act and applicable US state securities laws; and

The taxation consequences of any investment in the Shares will depend upon each Applicant’s particular circumstances. It is the responsibility of all Applicants to satisfy themselves of the particular taxation consequences of an investment in the Company. Neither the Company nor any of its Directors, officers, employees, agents, taxation advisers or other advisers accepts any liability or responsibility in respect of any taxation consequences connected with the Offer.

3.14 RIGHT TO WITHDRAW THE OFFER

The Company reserves the right not to proceed with the Offer at any time prior to the allotment of Shares to Applicants.

If the Offer does not proceed, Application Monies will be refunded by cheque. No interest will be paid on any Application Monies refunded as a result of the withdrawal of the Offer.

3.15 ENQUIRIES IN RELATION TO THE OFFER

This Prospectus is an important document that Applicants should read in its entirety and consult with their professional advisers for legal, business, financial, tax and any other relevant advice before deciding whether or not to apply for Shares under the Offer.

Any enquiries in relation to the Offer can be directed to the CEO; Mr Renzie Duncan, on (02) 9252 3688 or at [email protected]

4. THE PROJECTS

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4.1 INTRODUCTION

On completion of this Offer, Zeus Resources Limited ( Zeus or the Company ) will have interests in 23 tenements covering more than 5,680 km2 over seven project areas in Western Australia (Table 1). The Company has assembled an extensive portfolio of quality uranium exploration projects. These projects range from those with targets that have already been defined, but not adequately tested by prior exploration, to those with largely conceptual targets. They include projects in areas of proven uranium prospectivity, as well as projects in areas of true greenfields.

The Company’s seven projects are prospective for three main styles of uranium mineralisation; surficial (80.2 % by area), sandstone (15.5 % by area) and basement-hosted (4.3 % by area).

Zeus Resources Ltd	Exploration Projects in Western	Australia
Region	Project	Sub-Project	Tenement
North-east Yilgarn	Lake Way	Kukabubba Palaeochannel	E53/1601*
			E53/1604*
			E53/1603*
		Lake Gregory Palaeochannel	E53/1602*
			E53/1600*
		Hinkler Well	E53/1247
	Yeelirrie South		E36/733
			E36/735
North Musgrave	North Musgrave		E69/2362*
Paterson	Percival Lakes		E45/3027*
			E45/3028*
			E45/3029*
			E45/3030*
			E45/3031*
			E45/3238*
South-east Yilgarn	Narnoo		E39/1687*
			E39/1689
			E39/1401
			E28/2096
			E28/2097
			E39/1683
Gascoyne	Mortimer Hills		E09/1618
	Red Rock		E52/2122

Exploration Licence Application

4.2 GEOLOGICAL SETTING

The company has projects in five prospective regions in Western Australia – one of the most mineral rich parts of the world (Figure 1). Western Australia’s cratons and basins host a number of important uranium deposits including the Yeelirrie calcretehosted uranium deposit, the Kintyre unconformity deposit and the Mulga Rock sandstone deposit.

The north-east yilgarn Craton is considered to be particularly prospective for surficial calcrete-hosted uranium deposits. In addition to the Yeelirrie uranium deposit, the region hosts the Lake Way-Centipede (23.94 Mlb contained U3O8 (ASX: TOE Release 10 October 2011)) and Lake Maitland calcrete-hosted uranium deposits. Calcrete-hosted uranium deposits typically occur less than 15 m from the surface, making them amenable to conventional open pit/strip mining methods. Processing is conventionally via alkaline-leach technology. The Lake Way-Centipede and Lake Maitland deposits are currently the subject of feasibility studies, and of State and Commonwealth government environmental assessment.

The prospectivity of the Paterson region was established by the discovery of the Kintyre unconformity uranium deposit in 1985. The current owners have recently completed a large resource delineation drilling programme as part of a prefeasibility study and are proceeding to a feasibility study. The basement rocks that host the Kintyre deposit extend under sedimentary cover to the east. A recent government study suggests that this cover may be prospective for calcrete – hosted and sandstonehosted uranium deposits.

The geological history of the north Musgrave region suggests that this region is also prospective for calcrete-hosted and sandstone-hosted uranium deposits. Uranium exploration has been carried out in this region in recent years, and the announcement of significant exploration drillhole intersections, including 0.85 m at 2,900 ppm cU3O84 in a palaeochannel draining north into Lake Mackay (ASX: TOE Release 27 August 2012) suggests that the potential of the region may soon be realised.

The Mulga Rock (59.7 Mlb contained U3O8 (ASX: EMA Release 11 June 2010)) and Double 8 (42.0 Mlb contained U3O8 (ASX: MHC Release 11 March 2011)) uranium deposits demonstrate that the southern yilgarn Craton and flanking basins are prospective for sedimentary or sandstone-hosted uranium deposits. Sandstone-hosted deposits are generally amenable to conventional mining and milling operations, but are increasingly being developed using more cost effective and cheaper in situ leach (ISL) mining technologies. ISL mining typically involves lower capital and operating costs, and generally has a smaller environmental footprint than conventional mining operations. The Beverley Mine in South Australia uses ISL and the Honeymoon (2008) and Four Mile (2009) sandstone-hosted uranium deposits having received approval for ISL mine development.

The Gascoyne region is known to host a number of uraninite-bearing pegmatites and as such is considered prospective for basement-hosted uranium deposits. Work undertaken by the State government in recent years has advanced the understanding of the geological history of the region, showing it has an extended history of tectonic reworking and reactivation into the late Neoproterozoic. The recent announcement of significant exploration results, including 35 m @503 ppm U3O8 (ASX: FYI Release 23 June 2010) highlights the uranium potential of this region.

Please Note: The resource estimates contained within this section do not relate to the

Company’s tenements or applications. These estimates have been included for context only and there is no guarantee that the Company’s projects will yield viable resources.

4 cU3O8 denotes results obtained by chemical assay

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115°0'0"E 120°0'0"E 125°0'0"E
Location Map N
WA
15°0'0"S 15°0'0"S
INDIAN OCEAN
!5 Oobagooma
BROOME !!
!5
20°0'0"S 20°0'0"S
PO R T HEDLAN D ! !
KARRATH A !!
PERCIVAL LAKES
!5!5 Manyingee !5 Kintyre
!5 !5 !5
!5
W estern Australia
MORTIMER HILLS
!5
25°0'0"S NORTH MUSGRAVE 25°0'0"S
RED ROCK
Centipede
LAKE WAY
!5Lake Way
!5!5 !5 !5!5!5!5 Lake Maitland
!5 !5!5 !5 !5 YE ELIRRIE SOUTH
!5
!5
!5!5 Yeelirrie !5 Thatcher Soak Combined
!5
GERALDTON !! !5
Mulga Rocks
N ARNOO
30°0'0"S !5 30°0'0"S
!5
KALGOORLIE !! Double 8
PERTH !!
EATON !!
BUSSELTON !!
SOUTHERN OCEAN
35°0'0"S ALBA N Y !! 35°0'0"S
Identified Uranium Resources
(Contained Mlb U 3O8) !5 0.12 - 1.7 !5 3.7 - 7.5 !5 10.6 - 12.6 !5 18.5 - 26.0 !5 42.0 - 61.7 !5 115.8
0 100 200 300km Predominant Cainozoic-
Geological Age Cainozoic Mesozoic Palaeozoic Proterozoic Archaean
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Figure 1. Zeus Resources Limited’s project locations in Western Australia, shown with the location of known significant identified Uranium resources (modified from Geoscience Australia and ABARE, 2010, Australian Energy Resource Assessment, Canberra).

4.3 SURFICIAL DEPOSITS

Four of the Company’s projects (Lake Way, Yeelirrie South, North Musgrave and Percival Lakes Projects), covering an area of 4,555 km[2] , are primarily prospective for surficial calcrete-hosted uranium deposits.

4.3.1 Exploration model

Surficial uranium deposits are regarded as young, near-surface uranium concentrations in sediments and soils. Surficial calcrete-hosted uranium deposits occur where uranium is precipitated within surficial sand and clay horizons and cemented by calcium and magnesium carbonates. Known host sediments are Cainozoic in age (< 65 Ma) and, whilst the precise age of the uranium mineralisation is poorly understood, it is generally believed that the deposits formed in a period of several tens to several hundreds of thousands of years ago. Uranium transport and deposition processes may still be active at some sites.

Calcrete-hosted uranium deposits in Western Australia occur in three main settings:

A. Valley-fill sediments within palaeochannels (e.g. Yeelirrie and Dawson-Hinkler Well)
B. Calcrete platform or chemical delta
(e.g. Centipede and Lake Way)
C. Playa lake sediments (e.g. Lake Maitland and Lake Austin).

4.3.2 Exploration Projects

Lake Way Project

Zeus’ Lake Way Project comprises five contiguous tenement applications (E53/1600-1604) and a separate single granted tenement (E53/1247) covering a combined area of 835 km[2] north and south of the township of Wiluna in the north-east yilgarn Craton (Figure 2). The northern group of tenements extends 90 km north-west from the northern edge of Lake Way, which hosts an Inferred Resource of 10.53 Mt @ 543 ppm U3O8 for 11.64 Mlb contained U3O8 (at a 200 ppm U3O8 cut off (ASX: TOE Release 10 October 2011)). The southern tenement covers a 4.5 km section of the palaeochannel that hosts the Dawson-Hinkler uranium deposit immediately to the west, and the Abercromby Well and Millipede uranium deposits immediately to the east. The Lake Way Project has been sub-divided into three sub-projects; the Kukabubba Palaeochannel, Lake Gregory and Hinkler Well Sub-Projects.

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120°0'0"E 120°30'0"E
N
See Figure 4
Lake Gregory
26°0'0"S Palaeochannel 26°0
E 53/1602
E 53/1600
See Figure 3
Kukabubba
Palaeochannel
26°30'0"S E 53/1601 26°3
WILUNA !
E 53/1604
E 53/1603
Lake Way
Lake Way
Abercromby-Millipede
Dawson-Hinkler
E 53/1247
Abercromby Firestrike
Palaeochannel
27°0'0"S 27°0
Yeelirrie
Yeelirrie
Little Well
Palaeochannel
E 36/735
E 36/733
27°30'0"S 27°3
0 10 20 30km Tenement outline ! Identified UraniumResources Calcrete Inferred drainage
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Figure 2. Location of the Lake Way and Yeelirrie South Projects.[5]

5 Figures 2 – 9 have been prepared by the Company using publicly available datasets.

Kukabubba Palaeochannel Sub-Project

Tenements E53/1601, 1603 and 1604 cover the entire length of the Kukabubba palaeochannel, which has been delivering uranium into the Lake Way system for millennia. Triggers for uranium precipitation within the channel could include changes in the chemistry of groundwater at the confluence with tributary channels, such as the channel that joins the Kukabubba palaeochannel just before it enters Lake Way (Figure 3). This confluence location is associated with a radiometric anomaly. This anomaly has been partly tested by broadly spaced historical drilling that indicates that the source of part of the anomaly is uranium mineralised calcrete. Once tenure has been granted the extent of the mineralisation at the confluence location will be determined by drilling, with the objective of defining an initial resource. In addition, a reconnaissance surface geochemical survey will be carried out along the remaining (upstream) section of the palaeochannel in order to test other identified radiometric anomalies for the presence of uranium. Any follow up drilling in the upstream section will be constrained by geophysical surveying.

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120°10'0"E 120°20'0"E 120°30'0"E
N
E 53/1600
26°20'0"S 26°20'0"S
Kukabubba
Palaeochannel
26°30'0"S 26°30'0"S
E 53/1601
E 53/1603
26°40'0"S 26°40'0"S
E 53/1604
Lake Way
Uranium Resources
Lake Way (11.6 Mlbs U3O8)
Tenement outline Radiometric targets Calcrete Palaeochannel - Cazaly Inferred drainage
0 3 6 9km Airborne Radiometrics U [2] / Th Ratio: 0.05 - 0.50 > 0.50
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Figure 3. The Kukabubba Palaeochannel Sub-Project tenements E53/1601, 1603 and 1604 are shown relative to inferred palaeodrainage lines, mapped calcrete and U[2] /Th anomalies.[6][.] es[1] .

6 Ratios of the radioelements can assist with identifying potential uranium deposits. Wyborn et al (1994[#] ) showed that alteration zones associated with Coronation Hill-style mineralisation have slightly elevated uranium, but are strongly depleted in thorium compared to the surrounding rocks that have high levels of both uranium and thorium. The square of the uranium value over the thorium value (U[2] /Th) proved effective in highlighting uranium mineralisation in the Pine Creek area in the Northern Territory.

The U[2] /Th ratio has also been shown to be effective in separating primary uranium, associated with uranium-bearing granites, from secondary uranium associated with palaeochannel calcrete such as at Yeelirrie in Western Australia (Wilford et al 2009[*] ). This is because U is mobile relative to Th during weathering. High U[2] /Th ratio values are associated with many secondary uranium deposits in Australia, and have highlighted new areas of potential mineralisation.

Wilford J, Worrall, L & Minty B. 2009. Radiometric Map of Australia provides new insights into uranium prospectivity. AusGeoNews September 2009 Issue No. 95.

Wyborn LAI, Jagodzinski EA, Morse MP, Whitaker A, Cruickshank BI & Pyke JG. 1994. The exploration signature of the Coronation Hill Gold, Palladium and Platinum deposit. The Australasian Institute of Mining and Metallurgy, Publication Series 5:94

Lake Gregory Palaeochannel Sub-Project

Tenement E53/1600 straddles the divide between the Kukabubba palaeochannel and another palaeochannel that flows north into Lake Gregory. There is a distinctive radiometric anomaly in the upper reaches of this palaeochannel, covered by tenement E53/1602, that has never been drill tested (Figure 4). Once tenure has been granted a surface geochemical survey will be carried out along the length of the palaeochannel in order to confirm the presence of uranium mineralisation and to identify targets for drilling. Drilling will be constrained by geophysical surveying.

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120°10'0"E
N
26°0'0"S 26°0
E 53/1602
26°10'0"S Lake Gregory 26°1
Palaeochannel
E 53/1600
Drainage Divide
Tenement outline Radiometric targets Calcrete Palaeochannel - Cazaly Inferred drainage
0 2 4 6km Airborne Radiometrics U [2] / Th Ratio: 0.40 - 1.20 > 1.20
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Figure 4. The Lake Gregory Palaeochannel Sub-Project tenements E53/1600 and E53/1602 are shown relative to inferred palaeodrainage lines, mapped calcrete and U[2] /Th anomalies.

Hinkler Well Sub-Project

Tenement E53/1247 south-west of Lake Way is strategically positioned between the Dawson-Hinkler uranium deposit immediately to the west (upstream), and the Abercromby Well, Millipede and Centipede uranium deposits immediately to the east (Figure 2). The Centipede deposit has a Resource (Measured, Indicated and Inferred) of 11.32 Mt @ 493 ppm U3O8 for 12.3 Mlb contained U3O8 (at a 200 ppm U3O8 cut off (ASX: TOE Release 10 October 2011)) and the Dawson-Hinkler deposit has an Inferred Resource of 13.07 Mt @ 312 ppm U3O8 for 8.98 Mlb contained U3O8 (at a 200 ppm U3O8 cut off (ASX: TOE Release 10 October 2011)). Historic drilling on the western portion of the Zeus tenement confirms continuation of uranium mineralisation eastwards from the Dawson-Hinkler deposits. The eastern portion has yet to be drill tested, but a strong radiometric response over this area suggests the presence of uranium mineralisation. This tenement has been granted and a ground gravity survey was completed in mid 2012. The data, which is yet to be interpreted, will be used to plan a targeted drilling programme. Drilling will commence as soon as heritage clearances have been completed.

yeelirrie South Project

The Yeelirrie South Project is located in the north-east yilgarn Craton in the lower reaches of the palaeochannel that hosts the world-class Yeelirrie uranium deposit (Figure 2). Tenements E36/735 and E36/733 cover sections of the palaeochannel downstream from the Yeelirrie deposit, and immediately west and east of the Little Well uranium deposit. The Little Well deposit was discovered in the early 1970s, when percussion drilling returned significant intercepts including 1.5 m @ 819 ppm U3O8 and 6.1 m @ 326 ppm U3O8 at or near the top of a calcrete horizon. The discovery of Little Well confirmed the prospectivity of the lower reaches of the Yeelirrie channel, however, parts of the channel adjacent to Little Well and within the Zeus tenements have not yet been adequately drill tested. A ground gravity survey was carried out over the Yeelirrie South tenements in mid 2012. The data acquired will be used to target drilling that will commence once heritage clearances have been completed.

North Musgrave Project

The North Musgrave Project comprises a single tenement (E69/2362) located in the north Musgrave region in central-eastern Western Australia. The tenement has an area of about 155 km[2] and is easily accessed by the Gunbarrel Highway (Figure 5).

The tenement covers a portion of the van der Linden palaeochannel that flowed from north to south across prospective rocks of the Amadeus Basin. Calcrete has been mapped within the portion of the palaeochannel covered by tenement E69/2362 and is co-incident with a strong radiometric anomaly (Figure 5). The possibility that this anomaly is associated with a Yeelirrie-style, calcrete-hosted uranium deposit will be tested by surface geochemical sampling and drilling subsequent to the granting of tenure. Drilling will be constrained by geophysical surveying.

North Musgrave is a greenfields project in a poorly explored region, but the recent announcement of significant exploration drillhole intersections, including 0.85 m at 2,900 ppm cU3O8, in a palaeochannel draining north across the Amadeus Basin and into Lake Mackay (ASX: TOE Release 27 August 2012), suggests that the potential of the region may soon be realised.

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126°50'0"E 127°0'0"E 127°10'0"E
N
GIBSON DESERT
25°0'0"S 25°0'0"S
E 69/2362
25°10'0"S 25°10'0"S
0 2 4 6 8km Tenement outline Calcrete Inferred drainage Airborne Radiometrics U [2] / Th Ratio: 0.05 - 0.50 > 0.50
Gunbarrel Highway
van der Linden Palaeochannel
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Figure 5. The North Musgrave Project tenement E69/2362 is shown relative to the inferred palaeodrainage line, mapped calcrete and U[2] /Th anomalies

Percival Lakes Project

The Percival Lakes Project is a greenfields project consisting of six contiguous tenement applications (E45/3027, E45/3028, E45/3029, E45/3030, E45/3031 and E45/3238) located in the Paterson region (Figure 6). The tenements have a combined area of approximately 3,300 km[2] . Access to the tenements is via the Canning Stock Route and Wapet Road.

The tenements cover a nearly 400 km long portion of the Percival palaeochannel that flowed from the east across sediments of the Canning Basin, then was diverted south by a palaeotopographic high. The palaeochannel appears to be enriched in uranium as it passes across the eastern flanks of the palaeotopographic high, and there are significant radiometric anomalies present in the parts of the channel covered by tenements E45/3029, E45/3028, E45/3027 and E45/3238 (Figure 6). These anomalies may be associated with surficial deposits of uranium. This possibility will be tested, following grant of tenure, by acquiring spectral data over the palaeochannel using an airborne platform. Surface geochemical and hydro-geochemical sampling and drilling will be used to test the resultant targets - subsequent to entering into a land access agreement with the Traditional Owners and completing heritage surveys.

The Percival Lakes project area may also be prospective for sedimentary or sandstone-hosted uranium deposits and this possibility will also be tested.

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123°30'0"E 124°0'0"E 124°30'0"E 125°0'0"E 125°30'0"E
N
E 45/3030 E 45/3031
E 45/3028 E 45/3029
21°30'0"S 21°30'0"S
E 45/3027
22°0'0"S 22°0'0"S
E 45/3238
Tenement outline Radiometric targets Calcrete Inferred drainage Airborne Radiometrics U [2] / Th Ratio: 0.40 - 0.80 > 0.80
0 10 20 30km
Percival Lakes Palaeochannel
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Figure 6. The Percival Lakes Project tenements are shown relative to inferred palaeodrainage lines, mapped calcrete and U[2] /Th anomalies.

4.4 SANDSTONE-HOSTED DEPOSITS

The Company’s Narnoo Project is considered to be primarily prospective for sandstone-hosted uranium deposits. The project tenements cover an area of close to 885 km[2] .

4.4.1 Exploration model

Sandstone-hosted uranium deposits are defined as secondary deposits of uranium minerals (primarily uraninite and coffinite) occurring as impregnations and replacements primarily in porous river, lake and delta sediments. Uranium, which is being transported in oxidised groundwater, is precipitated by reductants such as carbonaceous material (commonly lignite), sulphides and hydrocarbons.

There are four main subdivisions of sandstone deposits:

A. Basal – occurring in poorly consolidated and sorted sediments deposited in palaeochannels cut into basement rocks and capped by basalts or sediments
B. Tabular – occurring in irregular, elongate, lenticular bodies formed parallel to the depositional trend, commonly located within palaeochannels cut into underlying sedimentary rocks
C. Roll front – occurring on redox (reduction-oxidation) boundaries that crosscut sedimentary bedding
D. Tectono-lithologic – occurring primarily in sandstone adjacent to permeable faults, but also in locations controlled by the position of palaeochannels and roll fronts.

4.4.2 Exploration projects

Narnoo Project

The Narnoo Project consists of three groups of tenements (E39/1683 and E39/1401, E28/2096 and E28/2097, E39/1687 and E39/1689) located on the margins of the Eucla Basin – which flanks the south-east yilgarn Craton . The total area of the Narnoo Project is around 880 km[2] (Figure 7).

Sediments on the margins of the Eucla Basin are prospective for uranium as demonstrated by the presence of the Mulga Rock Deposit consisting of the Emperor (24.14Mt @ 500 ppm U3O8 for 26.39 Mlb contained U3O8 at a 200 ppm U3O8 cut off (ASX: EMA Release 13 January 2009)), Shogun (3.96 Mt @ 590 ppm U3O8 for 4.76 Mlb contained U3O8 at a 200 ppm U3O8 cut off (ASX: EMA Release 13 January 2009)) and Ambassador Deposits (27.6 Mt @ 469 ppm U3O8 for 28.4 Mlb contained U3O8 at a 200 ppm U3O8 cut off (ASX: EMA Release 11 June 2010)). These deposits are uranium-bearing, poly-metallic mineral deposits hosted by fluvial and estuarine sediments sourced from the Yilgarn Craton.

The extensive sand cover resulting from eroding beach ridges on the Eucla Basin margin masks the radiometric signature of uranium deposits within the prospective sediments. This means that radiometric data are a poor guide to uranium prospectivity in this region. Radiometric data are shown in Figure 7 and it is apparent that there are no radiometric anomalies associated with the known deposits. The Company carried out a ground gravity survey over parts of the Narnoo tenement package in mid 2012. The survey will be extended to the entire tenement package post IPO. The data will be used to focus exploration activity by mapping concealed palaeodrainage lines and related sediments and identifying targets for follow-up drilling.

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123°0'0"E 124°0'0"E 125°0'0"E
29°0'0"S N 29°0'0"S
Lake Minigwal
E 39/1401
E 39/1689 E 39/1683
E 39/1687
Lake Raeside Mulga Rock Uranium Resources
30°0'0"S (59.6 Mlbs U3O8) 30°0'0"S
E 28/2097 E 28/2096
Double 8 Uranium Resources
(17.2 Mlbs U3O8)
Eucla Basin
0 10 20 30 40km Tenement outline Inferred drainage Airborne Radiometrics U [2] / Th Ratio: 1.70 - 2.50 > 2.50
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Figure 7. The Narnoo Project tenements are shown relative to the margin of the Eucla Basin, inferred palaeodrainage lines, known uranium deposits and U[2] /Th anomalies.

4.5 BASEMENT-HOSTED DEPOSITS

Two of the Company’s projects, the Mortimer Hills and Red Rock Projects, are considered prospective for basement-hosted uranium deposits. These projects cover a combined area of around 247 km[2] .

4.5.1 Exploration model

In addition to the surficial and sedimentary environments, there are a number of other geological settings that account for a significant proportion of uranium deposits both in Australia and worldwide. These include the deposit classifications of unconformity-related, metasomatic, metamorphic, igneous-related and vein-related deposits. Collectively these can be regarded as basement-hosted uranium deposits in which primary uranium is typically introduced from magmatic and metamorphic fluids. In Australia significant basement-hosted uranium deposits include Olympic Dam (Copper-Gold-Uranium-Silver-Rare Earth Elements), Ranger, Mary Kathleen (Uranium-Rare Earth Elements), Valhalla (Uranium-Vanadium) and Kintyre.

4.5.2 Exploration Projects

Mortimer Hills Project

The Mortimer Hills Project is located in the Gascoyne region approximately 290 km east of the coastal town of Carnarvon and comprises a single tenement; E09/1618 (Figure 8). The tenement area includes rocks of the Gascoyne Province, which is comprised of Meso- to Neo- Proterozoic granitoids intruded into Palaeoproterozoic metamorphic rocks. These rocks are unconformably overlain by Mesoproterozoic sediments of the Edmund and Collier Basins. These basement rocks are obscured by an extensive cover of much younger, predominantly Cainozoic, sediments.

Regional exploration over the tenement was conducted in the 1970’s, targeting vein or pegmatite-associated uranium occurrences. Anomalous results were returned from surface sampling and drilling. Although low levels of mineralisation were identified in surficial calcrete, the potential for calcrete-hosted uranium deposits was apparently not pursued. Reconnaissance airborne radiometric surveys were flown in the early 1980’s, however there was limited follow-up drilling, possibly because of the introduction of Australian Government policy that discouraged uranium exploration at that time.

Compilation of all historical data, surface geological mapping and geochemical sampling is being carried out over E09/1618 so that high priority drilling targets can be defined. The potential for surficial calcrete-hosted uranium mineralisation throughout the tenement will also be evaluated.

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116°20'0"E 116°30'0"E 116°40'0"E 116°50'0"E
N
!(
24°30'0"S !( 24°30'0"S
!(
!( !(
!(
Mortimer Hill
U Prospect !(
!( !(
E 09/1618
24°40'0"S !( !( 24°40'0"S
!(
!(
!( !( !( !(
!(
!(
!( !( !(
!(
INJINU HILLS
!(
!(
!( !(
!(
!(
!( !(
Minindi Creek
!( U Deposit !( !(
24°50'0"S 24°50'0"S
!( Tenement outline ! Known uranium occurence Cainozoic deposits Recent alluvium!( Recent colluvium
0 2 4 6 8km !(Airborne Radiometrics U [2] / Th Ratio: 1.50 - 4.50 > 4.50
!(
!(
Mortimer Hills Fault
Ti Tree Shear Zone
Thomas River
Thirty Three River
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Figure 8. The Mortimer Hills Project tenement E09/1618 is shown relative to recent cover and U[2] /Th anomalies

Red Rock Project

The Red Rock Project tenement; E52/2122 is located in the Gascoyne region approximately 160 km northwest of the town of Meekatharra (Figure 9). The tenement covers basement rocks of the Yarlarweelor Gneiss Complex and the Glenburgh Terrane. These basement rocks have a complex structural and metamorphic history that includes intrusion of late-stage granitoids with elevated uranium contents. Within E52/2122 an extensive cover of much younger sediments obscures the bedrock (Figure 9).

The Despair Granite, located approximately 30 km east south-east of E52/2122 (see also Figure 9), is known to host significant primary uranium mineralisation. Uranium mineralisation within the Despair Granite is structurally controlled and associated with strong potassic alteration. Historical and recent drilling by explorers has returned narrow widths of moderate to high grade (5 m@ 1069 ppm U3O8) mineralisation within broader widths of low grade mineralisation (35 km at 503 ppm U3O8 ) (ASX: FYI Release 23 June 2010). Elsewhere at Mica Bore (approximately 10 km southeast of E52/2122) uranium mineralisation with anomalous gold is associated with banded iron and radiometrically anomalous pegmatites.

No recorded historical exploration for uranium has been undertaken in the area covered by the Red Rock tenement and hence exploration is at an early stage. Analysis of the regional geophysical data suggests that the alteration zone, which is associated with uranium mineralisation at Despair Granite, extends into the Red Rock Project area. The interpreted alteration zone is spatially coincident with uranium anomalies in the airborne radiometric data and with a number of uranium soil anomalies defined in first-pass geochemical sampling completed by River Rock Energy Pty Ltd in 2009 (see also Figure 9). High resolution geophysical and geochemical surveys of the Project area will be carried out post IPO in order to map the extent of the interpreted alteration zone and to define drilling targets.

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117°40'0"E 117°50'0"E 118°0'0"E 118°10'0"E
Gascoyne River N
25°10'0"S 25°10'0"S
!(
25°20'0"S !( !( 25°20'0"S
4 RED ROCK
!(
E 52/2122
Despair Granite
Divide
25°30'0"S 25°30'0"S
Tenement outline ! Geochemical Target Cainozoic deposits Recent alluvium Recent colluvium
0 2 4 6 8 10km Airborne Radiometrics U [2] / Th Ratio: 0.30 - 0.50 > 0.50
SAWBACK RANGE
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Figure 9. The Red Rock Project tenement is shown relative to recent cover and U[2] /Th anomalies

4.6 PROJECT GENERATION AND ACQUISITION

In addition to systematically exploring its present tenement package, Zeus will undertake project generation activities. The project generation (and acquisition) programme will have three main elements.

Identifying opportunities and acquiring additional uranium exploration projects in the palaeochannel and related sandstone-hosted systems of Western Australia and the neighbouring regions of South Australia and the Northern Territory.
Identifying and evaluating copper, gold and uranium exploration opportunities throughout Australia, with the objective of acquiring interests in more advanced projects in particular.
Keeping a watching brief on copper, gold and uranium exploration opportunities outside Australia.

4.7 PROPOSED EXPLORATION PLAN AND BUDGET

The proposed exploration programmes and budgets are planned over a two year period based on the Company’s present knowledge of the Projects, and the assumption that the Projects will progress to the discovery of uranium deposits or mineral resources, or continue to show potential for such.

Actual allocation of funds will vary depending on exploration success. Results may change the proposed exploration and evaluation activities. The Company will manage its expenditure on tenement holdings through the compulsory and voluntary statutory surrender of tenements or areas of tenements found to be of limited prospectivity or, if appropriate, through sale or joint venture. The Directors believe that significant uranium potential exists on the Projects, and that the Company will progress and build on past exploration results by applying modern exploration concepts and technologies. The Company’s initial focus for exploration will be on calcrete-hosted uranium deposits and the delineation of a resource.

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Exploration Budget
year 1 year 2
Project Activity ($) ($)
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Lake Way	Land Access 85,000 45,000 Data Management 30,000 24,000 Geophysics 210,000 Geochemistry 55,000 Drilling and Assaying 550,000 450,000 Field/Staff Costs 225,000 175,000 Resource Estimate 60,000
	Sub-total 1,155,000 754,000
yeelirrie South	Land Access 31,000 14,000 Data Management 15,000 8,000 Geochemistry 10,000 Drilling and Assaying 215,000 110,000 Field/Staff Costs 105,000 50,000 Resource Estimate 30,000
	Sub-total 376,000 212,000
North Musgrave	Land Access 16,000 9,000 Data Management 8,000 8,000 Geophysics 80,000 Geochemistry 20,000 Drilling and Assaying 100,000 Field/Staff Costs 25,000 55,000 Resource Estimate 30,000
	Sub-total 149,000 202,000
Percival Lakes	Land Access 330,000 55,000 Data Management 30,000 24,000 Geophysics 330,000 Geochemistry 110,000 Drilling and Assaying 450,000 Field/Staff Costs 120,000 280,000 Resource Estimate 30,000
	Sub-total 480,000 1,279,000
Narnoo	Land Access 51,000 51,000 Data Management 60,000 54,000 Geophysics 250,000 Drilling and Assaying 350,000 430,000 Field/Staff Costs 235,000 215,000 Resource Estimate 60,000
	Sub-total 946,000 810,000

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Exploration Budget
year 1 year 2
Project Activity ($) ($)
----- End of picture text -----

Project	Activity Exploration Budget year 1 ($) year 2 ($)
Mortimer Hills	Land Access 16,000 9,000 Data Management 15,000 5,000 Geophysics 30,000 Geochemistry 40,000 Drilling and Assaying 100,000 Field/Staff Costs 45,000 45,000
	Sub-total 146,000 159,000
Red Rock	Land Access 14,000 6,000 Data Management 10,000 9,000 Geophysics 20,000 Geochemistry 25,500 5,000 Drilling and Assaying 86,000 40,000 Field/Staff Costs 23,000 15,000 Resource Estimate 30,000
	Sub-total 178,500 105,000
TOTAL	3,430,500 3,521,000
PROJECT GENERATION	400,000 300,000
TOTAL EXPENDITURE	3,830,500 3,821,000

5. RISKS

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GENERAL OVERVIEW

This section identifies the areas the Directors regard as the major risks associated with an investment in the Company. Investors should be aware that an investment in the Company involves many risks, which may be higher than the risks associated with an investment in other companies. Prospective investors should read the whole of this Prospectus and consult with their professional advisers for legal, business, financial or tax advice in order to fully appreciate such matters and the manner in which the Company intends to operate before any decision is made to apply for Shares.

The following summary, which is not exhaustive, represents some of the major risk factors that Potential Applicants need to be aware of. The specific risks considered, and others not specifically referred to may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus.

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There is also a range of specific risks associated with the Company’s business and its involvement in the exploration and mining industry. These risk factors are largely beyond the control of the Company and its Directors because of the nature of the proposed business of the Company.

An investment in the Company should be regarded as speculative. Mineral exploration, development and production have inherent risks, which may have a material effect on the Company’s future performance and the value of its shares. Investors should realise that the value of their investment may fluctuate considerably due to many influences.

Some of the risks may be mitigated by the Company using safeguards and appropriate systems and taking certain actions. Some of the risks may be outside the control of the Company and not capable of mitigation. No assurances can be given that any of the risk factors will not adversely impact the Company.

5.1 KEY AND UNIQUE RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY

5.1.1 Mineral Exploration and Development Risk

The outcome of exploration programmes (including as briefly outlined in this Prospectus) will affect the future performance of the Company and the value of its Securities. Mineral exploration and development are high-risk undertakings. Whilst the Company has attempted to reduce this risk by selecting some

projects that have identified prospective mineral targets, there is still no guarantee of success. Even if an apparently viable deposit is identified, there is no certainty that it can be economically exploited.

The Company will be exploring for uranium on its project areas. Uranium mining in Australia is subject to extensive regulation by Commonwealth, State and Territory Governments in relation to exploration, development, production, exports, taxes and royalties, labour standards, occupational health, waste disposal, protection and rehabilitation of the environment, mine reclamation, mine safety, toxic and radioactive substances, native title and other matters.

Accordingly, the approval processes for uranium mining are more rigorous than for the mining of other metals. Compliance with such laws and regulations will increase the costs of exploring, drilling, developing, constructing, operating and closing mines and other production facilities.

The Federal Government currently permits the mining and export of uranium under strict international agreements designed to prevent nuclear proliferation. The export of uranium is tightly controlled by the Federal Government through its licensing process and Australian uranium can only be exported to those countries who undertake to use it for peaceful purposes. Whilst the Company is not restricted from exploration and evaluation of its uranium deposits, the development of uranium deposits will be subject to the strict conditions outlined above. Future changes in governments, regulations and policies may have an adverse impact on the Company.

5.1.2 Operational and Technical Difficulties

The current and future operations of the Company, including exploration, appraisal and possible production activities may be affected by a range of factors, including:

(a) geological conditions;
(b) limitations on activities due to seasonal weather patterns and cyclone activity;
(c) alterations to programmes and budgets;
(d) unanticipated operational and technical difficulties encountered in geophysical surveys, drilling and production activities;
(e) mechanical failure of operating plant and equipment; adverse weather conditions, industrial and environmental accidents, acts of terrorism or political or civil unrest and other force majeure events;
(f) industrial action, disputes or disruptions;

(g) unavailability of aircraft or drilling equipment to undertake airborne electromagnetic and other geological and geophysical investigations;
(h) shortages or unavailability of manpower or appropriately skilled manpower;
(i) unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment; and
(j) prevention or restriction of access by reason of political unrest, outbreak of hostilities, and inability to obtain consents or approvals.

5.1.3 Joint Venture Risk

The Company does and may wish to operate certain projects with third parties through joint ventures. The Directors are unable to predict the risk of:

(a) financial failure or default by a participant in any joint venture to which the Company may become a party; or
(b) insolvency or other managerial failure by any of the operators and contractors used by the Company in its exploration activities; or
(c) insolvency or other managerial failure by any of the other service providers used by the Company or its operators for any activity.

5.1.4 Major Shareholder Risk

The Capital Structure of the Company is such that the total number of Securities to be held by ZIMC and Vast Honour Global Limited following completion of the Offers will mean that 32% of the Company’s capital (not including the exercise of any options) will be held by ZIMC, and 30.5% of the Company’s capital (not including exercise of any options) will be held by Vast Honour Global Limited. Therefore, there will be a concentration of ownership of the Company, with both ZIMC and Vast Honour Global Limited having substantial shareholdings. Some Potential Applicants may consider that this increases the risk of participating in the Offer, as seed investors and founding shareholders not related to, or associated with, either of ZIMC or Vast Honour Global Limited will only control approximately 37.5% of the Company.

As ZIMC is a wholly owned subsidiary of a SOE of the People’s Republic of China, it is subject to Chinese Government policy, which may change from time to time.

5.1.5 Development and Mining

Possible future development of a mining operation at any of the Company’s projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineral resources, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, unexpected shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

In the event that the Company commences production, its operations may be disrupted by a variety of risks and/or hazards that are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions and fires, explosions and other accidents. No assurances can be given that the Company will achieve commercial viability through the development and/or mining of its projects.

Having only recently been incorporated on 6 October 2009, the Company has a limited mineral exploration history. However, it is noted that the Directors of the Company have between them significant mineral exploration and operational experience. Regardless, no assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, the Company is likely to incur ongoing operational losses.

5.1.6 Alternative Energy and Public Perception Risk

Nuclear energy is in direct competition with other, more conventional sources of energy, which include oil, gas, coal and hydro-electricity. These conventional energy sources may be provided at lower cost resulting in a decrease in demand for uranium.

Furthermore, the growth of the nuclear power industry (with an attendant increase in the demand for uranium) beyond its current level will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity.

The nuclear industry is currently subject to divided public opinion due to political, technological and environmental factors. The full environmental impacts of the events triggered by the magnitude 9.0 earthquake

in Japan on 11 March 2011 and the associated damage caused by the tsunami to the Fukushima nuclear facility are not fully understood and may not be for a long time. This may have an adverse impact on the demand for uranium and increase the regulation of uranium mining and exploration.

One of the arguments for nuclear energy is its substantially reduced level of carbon emissions and green-house gasses. Alternative energy systems such as wind or solar also have very low levels, if any, of carbon emissions. Technology changes may occur that make alternative energy systems more efficient and reliable in the future.

5.2 RISKS ASSOCIATED WITH MINING AND EXPLORATION

5.2.1 General, Economic and Political Considerations

The value of the Company’s Securities is likely to fluctuate depending on various factors including, but not limited to: (a) inflation, (b) interest rates, (c) domestic and international economic growth, (d) changes to taxation legislation, interpretation and policies, (e) legislative change, (f) political instability, (g) disasters, (h) industrial disputes, (i) social unrest, (j) war on a local or global scale, (k) mining industry conditions, (l) stock market conditions in Australia and elsewhere, (m) changes in investor sentiment towards particular market sectors, (n) acts of God, and (o) acts of terrorism.

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

5.2.2 Sovereign Risk

There is a risk that, should the Company diversify its activities into foreign countries outside of Australia, the activities of the Company may be adversely affected by the outbreak of hostilities or an unstable political or economic environment. At present the Company only has operations in Australia and as such the Sovereign Risk is considered to be low.

5.2.3 Regulatory Risk

The Company will need to obtain regulatory approvals and licences to undertake its operations in Australia (or in any other country that the Company may operate) and to maintain and renew tenure of its tenements through regulatory compliances. There

is no guarantee that such approvals and licences will be granted or such regulatory compliances accepted. In addition, various conditions may be imposed on existing tenements and the grant of such regulatory approvals and licences that may impact on the tenure or the cost or the ability to mine the tenements.

There can be no assurance against social and economic uncertainty and no assurance that the regulatory requirements will not change, which may impact the Company’s operations. These changes may include, but are not limited to, foreign ownership of licences, taxation and royalties and land access. Changes in government regulations and policies may adversely affect the financial performance of the Company. The Company’s capacity to carry out its operations may be affected by changes in government policy, which are beyond the Company’s control.

The Company’s tenements currently located in Australia are subject to the legislative requirements of Western Australia with respect to the processes for application, grant, conversion and renewal. The tenements are also subject to conditions, the payment of annual rent and the meeting of minimum annual expenditure commitments. There is no guarantee that any applications, conversions or renewals for the Company’s tenements will be granted. The inability of the Company to meet conditions, rent and expenditure requirements may adversely affect the standing of its tenements and the Company could lose title or interest in its tenements.

Uranium mining in Australia is subject to extensive regulation by Federal, State and Territory governments, and international treaties and conventions to which it is a signatory in relation to mining, exploration, development, production, exports, taxes and royalties, labour standards, occupational health, waste disposal, storage, transport protection and rehabilitation of the environment, mine reclamation, mine safety, toxic and radioactive substances, native title and other matters. Although, mining for uranium is currently legal in Western Australia (if the Company has satisfied all necessary government requirements), there can be no assurance that the law will not change. The approvals required are more rigorous that those for the mining of other metals. Compliance with such laws and regulations will affect the costs of exploring, drilling, developing, constructing, operating and closing mines and other uranium production facilities. There is a risk that should potentially economic deposits of uranium be discovered, the requisite government approvals may not be granted or may be significantly delayed, thereby rendering the deposits uneconomic. In addition, no assurance can be given that governments that currently do not prohibit uranium mining will not in future change their positions.

5.2.4 Native Title Risk- Native Title and Aboriginal Heritage – Aboriginal Sites of Significance

The Company’s activities in Australia are subject to the Native Title Act 1993 (Cth) (the Native Title Act) and its interpretation. The Native Title Act legally recognises the title rights of indigenous Australians over areas where those rights have not been lawfully extinguished. State and Commonwealth native title legislation regulates the recognition, application and protection of native title. Native title may affect the status, renewal and conversion of existing tenements and the granting of new tenements. Indigenous land use agreements, including terms of compensation, heritage survey and protection agreements or other agreement types may need to be negotiated with affected parties.

The Native Title Act prescribes procedures applicable to the grant of tenements that apply even in the case of, for instance, a granted exploration licence being ‘converted’ to a mining lease. Compensation may become payable in respect of any impact that the grant of any tenements or other activities has on native title. A tenement holder may be liable for the payment of compensation for the effect of mining and exploration activities on any native title rights and interests that exist in the area covered by a tenement. Compensation may be payable in forms other than money, including the transfer of property and the provision of goods and services. It is not currently possible to assess whether compensation will be payable to native title holders in relation to any of the tenements held by the Company, but such compensation could be significant.

There may be sites and objects of significance to indigenous Australians located on the land relating to the Company’s tenements. State and Commonwealth Aboriginal heritage legislation aims to preserve and protect these sites and objects from use in a manner inconsistent with Aboriginal tradition. The Company proposes carrying out ‘clearance surveys’ before conducting any exploration work that would disturb the surface of the land. The Company’s tenements may contain some such sites of significance, which would need to be avoided or cause delays. It is possible that areas containing mineralisation or an economic resource may also contain sacred sites, in which case they may remain unexploited. Accordingly, access agreements may need to be negotiated with affected parties.

Native title, Aboriginal heritage or other indigenous matters are matters of substantial risk (giving rise to the threat that certain tenements may not be granted, access to certain tenements may be denied or delayed, in addition to potentially significant cost exposure in respect of things such as negotiations, surveys, incentive payments and compensation) as the legislative framework provides frequently uncertain

routes to the endeavour by both stakeholders (being, explorers/miners and indigenous peoples) to attain certainty.

It is not possible to quantify the financial or other impact native title and Aboriginal heritage will have upon the Company as, amongst other things, the processes involved with:

(a) identifying all indigenous peoples with a relevant interest;
(b) registering an indigenous land use agreement;
(c) obtaining access to land without infringing the provisions of the Aboriginal Heritage Act;

are open ended, can involve substantial delay and cost and there can be no certainty as to the outcome, with it being possible for projects to be entirely frustrated.

This could be the case, for instance, even in circumstances where:

(a) a native title party consents to the grant of an exploration licence and assists the exploration endeavour thereon (and the discovery of an otherwise economic deposit);
(b) the Company, in order to exploit that discovery, applies for a mining lease (or other required approval, consent, authority etc) but such grant, approval, consent or authority is not forthcoming by reason of an objection by the same or another native title party;
(c) the Native Title Act may have an effect on the tenements (or future tenements) held by the Company. Delays may be experienced if evidence of native occupation or heritage exists on any land to which the Company requires access. When exercising a right or permission for access to any land, the Company is required to act so as not to disturb physical evidence of human occupation or prehistoric or historic significance without specific statutory permission.

Reference should be made to the relevant section of the Solicitor’s Report on Tenements contained in Section 9 of this Prospectus for information on the issue of title and a description of the native title regime.

5.2.5 Freehold Access Risk

Within Australia, the interests of holders of freehold land encroached by the tenements are given special recognition by state specific mining legislation. As a general proposition, a tenement holder must obtain the consent of the owner of freehold land before conducting operations on the freehold land. If any portions of the tenements of the Company encroach on freehold land, there can be no assurance that the Company will secure rights to access those portions of the tenements. However, the grant of freehold

extinguishes native title so wherever the tenements encroach freehold land (if at all), the Company is in the position of not being affected by the Native Title Act, albeit aboriginal heritage matters will still be of concern.

5.2.6 Tenement Application Risk

The Company’s exploration and appraisal activities are dependent upon the grant and maintenance of appropriate licences, permits, resource consents, access arrangements and regulatory authorities (authorisations) that may not be granted or may be withdrawn or made subject to limitations.

Any failure of an application to be granted may have a material adverse effect on the ability of the Company to explore for minerals in the areas covered by those applications.

Although the authorisations may be renewed following expiry or granting (as the case may be), there can be no assurance that such authorisations will be renewed or granted on the same terms. There are also risks that there could be delays in obtaining such authorisations. If the Company does not meet its work and/or expenditure obligations under its authorisations, this may lead to dilution of its interest in, or the loss of such authorisations.

5.2.7 Environmental Bonds and Exploration Costs Risk

The Western Australian Department of Mines and Petroleum from time to time reviews the environmental bonds that are placed on tenements. The Directors are not in a position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

The exploration costs of the Company described in Section 4 are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions.

No assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the viability of the Company.

5.3 GENERAL RISKS

5.3.1 Commodity and Currency Price Volatility

Commodity prices inherently fluctuate and are affected by numerous factors beyond the control of the Company, including global and regional demand for, and supply of, a particular commodity, forward selling by producers and the level of production costs in major commodity-producing regions. Commodity prices are also affected by macroeconomic factors such as expectations regarding inflation and interest rates. Commodities are principally sold throughout the world in US dollars. As a result, any significant and/or sustained fluctuations in the exchange rate between the Australian and US dollars, and/or adverse movements in commodity prices, could have a materially adverse effect on the Company’s financial position and performance. The Company may undertake measures deemed necessary by the Board to mitigate such risks.

Exchange rate movements between the Australian dollar and the US dollar and/or other currencies respectively may increase the Company’s expenses, as exploration costs may be denominated in other currencies.

5.3.2 Commodity Markets and Prices

If exploration is successful and results in commodity production, the marketability of that commodity depends on the requirements and demands of the international marketplace. The Company may not be able to negotiate profitable off-take agreements or customers may default on their contractual obligations such as non-payment or failure to take delivery of contracted volumes. Depressed commodity prices would affect the Company’s business. Future revenues, operating results, profitability, future rates of growth and the carrying value of any properties held depend heavily on prevailing market prices for commodities. Various factors beyond the control of the Company will affect commodity prices.

5.3.3 Resource Estimates

Resource estimates are expressions of judgment only based on knowledge, experience and industry practice. Often these estimates are appropriate when made but may change significantly when new information becomes available. There are risks associated with such estimates, including that resources mined may be of a different quality, tonnage or strip ratio from the estimates. Resource estimates are necessarily imprecise and depend, to some extent, on interpretations that may ultimately prove to be

inaccurate and require adjustment. Adjustments to mineral resource estimates could affect the Company’s development and mining plans.

5.3.4 Environment

The Company’s projects are subject to Australian State and Commonwealth laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials as well as the applicable laws and regulations in Western Australia. As with all exploration and mining projects the Company’s projects are expected to have a variety of environmental impacts. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws and regulations.

5.3.5 Clean up Concerns

In relation to the Company’s planned programmes, issues could arise from time to time with respect to abandonment costs, consequential clean up costs, environmental concerns and other liabilities. In most of these instances, the Company could become subject to liability if, for example, there is environmental pollution or damage from exploration activities and there are consequential clean up costs at a later point in time. It is not possible to quantify any such contingent liability and, whilst no guarantee can be given, the Company has received no claims or advices that would suggest that there is any particular exposure in relation to any of its present interests.

5.3.6 Liquidity and Realisation Risks

There can be no guarantee that an active market in the Shares will develop or that the price of the Shares will increase. Moreover, there may be relatively few buyers or a relatively high number of sellers of the Company’s Shares on the ASX at any given time, which may increase not only the volatility of the market price of the Shares but also the prevailing market price at which Shareholders can sell their Shares. This may result in Shareholders receiving a market price for their Shares that is less than the price paid for their Shares.

5.3.7 Loss of Key Personnel

The Company is dependent on the Directors and technical consultants of the Company to undertake the business of the Company and implement its exploration and development programmes. If any Directors or technical consultants were to leave, the Company may not be able to find suitable replacements. Consequently, the exploration

and development programmes could be affected by the lack of suitable persons. The loss of such key personnel could have the potential to have a detrimental impact on the Company until the skills that are lost are adequately replaced.

5.3.8 Insurance Risk

The Company intends to adequately insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance of all risks associated with resource exploration, development and production is not always available and where available the costs can be prohibitive.

5.3.9 Market Conditions and Security Investments

The market price of securities can fall and may be subject to varied and unpredictable influences on the market for equities. Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market 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 Securities regardless of the Company’s performance. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

5.3.10 Future Capital Requirements

The Company’s ongoing activities will require substantial expenditure. 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 continue 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 fundraising on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to Securityholders and any debt financing if available may involve restrictive covenants, which may 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.

5.3.11 Other Projects

The Company may look to complete other investments and acquisitions in the future, the details of which are not known at the date of this Prospectus. Those acquisitions and investments will carry their own set of risks.

5.3.12 Competition Risk

The Company faces competition in its business, to the extent that there are new entrants, or changes in strategy by existing competitors of the Company. While the Company will undertake all reasonable due diligence in its business decisions and operations, the Company has no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the projects and business of the Company.

Speculative Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus.

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

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

Taxation

The acquisition and disposal of Shares in the Company will have tax consequences, which will differ depending on the individual circumstances of each Investor. All Investors in the Company are urged to obtain independent professional financial advice about the consequences of acquiring the Shares from a taxation viewpoint and generally. It is the sole responsibility of Investors to inform themselves of their taxation position resulting from participation in the Offer.

The Directors do not consider that it is appropriate to give Investors advice regarding taxation matters and consequences of applying for Shares under this Prospectus, as it is not possible to provide a comprehensive summary of all the possible taxation positions of Investors.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability or responsibility with respect to any taxation consequences to Investors of subscribing for Shares under this Prospectus.

Maps and Diagrams

The Company has commissioned and produced numerous diagrams and maps in this Prospectus to help identify and describe the tenements and the targets sought by the Company (including potential sites for drilling) on those tenements.

Whilst the Company has produced these diagrams and maps from available data to aid investors in their consideration of the merits of the Company and its tenements, investors should note that not all of the diagrams have been independently reviewed and therefore the Company cannot guarantee the accuracy of the location of tenement boundaries or targets on maps, nor should maps identifying drilling be relied upon as a statement of the Company’s work programme. Maps and diagrams should only be considered an indication of the current intention of the Directors in relation to targets and potential areas for exploration and drilling, which may change.

6. FINANCIAL INFORMATION

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6.1 INTRODUCTION

This section of the Prospectus contains a summary of the actual historical and pro-forma financial information of Zeus that the Directors consider relevant to potential Investors. All financial information presented in Sections 6.2 and 6.3 should be read in conjunction with the assumptions and pro-forma transactions set out in Section 6.4, the summary of significant accounting policies set out in Section 6.5, the Investigating Accountant’s Report set out in Section 7 and other information contained in this Prospectus.

The historical and pro-forma financial information comprises the following:

the audited historical statement of comprehensive income for the years ended 30 June 2011 and 30 June 2012;
the audited historical statement of financial position as at 30 June 2011 and 30 June 2012; and
the pro-forma statement of financial position as at 30 June 2012.

6.2 HISTORICAL STATEMENTS OF COMPREHENSIVE INCOME

Zeus was incorporated on 6 October 2009. Since its incorporation, the Directors have sought to acquire, develop and exploit resource tenements in Western Australia. Accordingly, Zeus’ trading activities have been limited to these endeavours. The Company has not, as yet, generated any revenue from these activities. The actual historical statements of comprehensive income for years ended 30 June 2011 and 30 June 2012 have been extracted from Zeus’ Financial Report for the year ended 30 June 2012. Set out below is the audited historical statement of comprehensive income for the years ended 30 June 2011 and 30 June 2012.

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year Ended year Ended
30 June 2011 30 June 2012
(Audited) (Audited)
($) ($)
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Revenue	–	–
Cost of Sales	–	–
Gross Profit	–	–
Other Income	2,809	26,973
Consultancy Fees	(321,708)	(109,286)
Directors Fees	(64,785)	(65,000)
Employment Costs	(38,723)	(128,671)
Borrowing Costs	(12,389)	(13,986)
Travel Costs	(81,580)	(152,851)
Professional Services	(184,088)	(284,261)
Tenement Holding Costs	(98,755)	(137,084)
Other Expenses	(44,910)	(503,002)
Total Expenses	(846,938)	(1,394,141)
Profit / (Loss) Before Income Tax	(844,129)	(1,367,167)
Income Tax (Expense) / Benefit	–	–
Profit / (Loss) After Income Tax Attributable to Members	(844,129)	(1,367,167)
Other Comprehensive Income	–	–
Total Comprehensive Income Attributable to Members	(844,129)	(1,367,167)

The Directors have determined that a pro-forma statement of comprehensive income for the year ended 30 June 2012 is not required on the basis that the only pro-forma transaction that is expected to have an impact on the statement of comprehensive income is the costs of the Offer to the extent that these are not taken to equity. Refer to Section 6.5 for further information.

6.3 HISTORICAL & PRO-FORMA STATEMENTS OF FINANCIAL POSITION

The historical and pro-forma statements of financial position set out below have been prepared to illustrate the financial position of the Company following certain transactions that have taken place or are proposed to take place after 30 June 2012, the completion of the Offer and the expenditure of funds, noted in this Prospectus and include only those transactions that have been contracted.

The audited statements of financial position as at 30 June 2011 and 30 June 2012 have been extracted from Zeus’ Financial Report for year ended 30 June 2012.

The pro-forma statement of financial position as at 30 June 2012 has been prepared on the basis of the successful completion of the Offer as detailed in Section 3 of this Prospectus. The pro-forma statement of financial position as at 30 June 2012 should be read in conjunction with the accompanying notes set out in Section 6.4 and Section 6.5 of this Prospectus.

The pro-forma statement of financial position is intended to be illustrative only and will not reflect the actual position and balances as at the date of this Prospectus or at the conclusion of the Offer.

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As At As At Pro-Forma
30 June 2011 30 June 2012 As At
(Audited) (Audited) 30 June 2012
Note ($) ($) ($)
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ASSETS
Current Assets
Cash & Cash Equivalents	2	56,738	256,040	11,440,853
Other Currents Assets	3	17,998	133,476	83,476
Total Current Assets		74,736	389,516	11,524,329
Non-Current Assets
Exploration & Evaluation Assets	4	997,455	997,455	3,839,565
Property, plant & equipment		4,641	16,607	16,607
Total Non-Current Assets		1,002,096	1,014,062	3,856,172
TOTAL ASSETS		1,076,832	1,403,578	15,380,501
LIABILITIES
Current Liabilities
Trade & Other Creditors	5	183,110	258,494	261,105
Other Current Liabilities	6	63,036	15,315	815,315
Total Current Liabilities		246,146	273,809	1,076,420
TOTAL LIABILITIES		246,146	273,809	1,076,420
NET ASSETS		830,686	1,129,769	14,304,081
EQUITy
Issued Capital	7	1,732,084	3,398,334	16,810,977
Retained Profits / (Losses)	8	(901,398)	(2,268,565)	(2,754,396)
Reserves	9	–	–	247,500
TOTAL EQUITy		830,686	1,129,769	14,304,081

6.4 ASSUMPTIONS & PRO-FORMA TRANSACTIONS

The pro-forma statement of financial position has been based on Zeus’ audited statement of financial position as at 30 June 2012 as set out in Section 7 of the Prospectus, adjusted for the following events and transactions and on the assumption that they had occurred as at 30 June 2012:

(a) It has been assumed that 67,650,000 new fully paid ordinary shares will be issued to Applicants under this Prospectus at an Offer Price of $0.20 per share to raise a total of $13,530,000 before costs of the Offer.
(b) Costs of the Offer (including placement fees, broker fees, advisory, legal, accounting, listing and administrative fees and printing) have been offset directly against equity or retained earnings as follows:

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IPO
Subscription
($)
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Costs of the Offer settled
in Equity	4,424,405
Costs of the Offer settled
in Cash	2,603,188
Total Costs of the Offer	7,027,593
Allocated as follows:
Offset against equity	6,541,762
Expensed	485,831

(c) On 12 August 2010, Zeus entered into an agreement with FEC II Pty Limited to acquire certain tenements for a total cash consideration of $300,000 (for further information, please refer to Section 10 of this Prospectus). As at 30 June 2012, $50,000 of the total cash consideration had been advanced by Zeus to FEC II Pty Limited and recorded in the accounts of Zeus as a prepayment.

The completion of this agreement is conditional on the issued shares in Zeus being admitted to the ASX.

A pro-forma adjustment has been made to transfer the prepayment to Exploration and Evaluation Assets and take up the balance of the consideration payable to FEC II Pty Limited as an Exploration & Evaluation Asset.

(d) On 12 August 2010, Zeus entered into an

agreement to acquire 100% of the issued shares of Kalium Corporation Limited. On 23 June 2011, a deed of variation was entered into, altering the total consideration to $2,000,000 consisting of the issue of 10,000,000 new shares in Zeus.

Accordingly, pro-forma adjustments have been made to take up the acquisition as an acquisition of exploration and evaluation assets in accordance with AASB 6.

No goodwill has been recognised in relation to the acquisition of Kalium Corporation Limited.

(e) On 12 August 2010, Zeus entered into an agreement with River Rock Energy Limited and parties holding shares in River Rock Energy Limited under which Zeus will issue 1,500,000 “2013 Options” and 1,500,000 “2015 Options” (for further information regarding this agreement, please refer to Section 10 of this Prospectus).

Accordingly, a pro-forma adjustment has been made to take up the issue of the “2013 Options” and “2015 Options” at market value with a corresponding adjustment being taken up as an “Exploration & Evaluation Asset”.

(f) Under the terms of the Vast Honour Global Limited Share Purchase Agreement, Vast Honour Global Limited ( Vast Honour ) is entitled to receive 25,000,000 fully paid ordinary shares in the capital of Zeus ( Free Shares ) for no consideration. The Free Shares are being issued to Vast Honour in return for the overall investment of $11,500,000 by Vast Honour and Vast Honour Holding Limited ( Vast Holding ) pursuant to the Vast Honour Share Purchase Agreement and the Vast Holding Share Purchase Agreement.

On or about February 2012 the Board of the Company was approached by the Vast Group who wished to assign their obligation to subscribe for $10,000,000.00 in capital via the IPO of the Company to Zhengyuan International Mining Co Ltd ( ZIMC ).

On 16 July 2012, ZIMC and the Company executed a Cornerstone Subscription Investment Agreement ( Cornerstone Agreement ) that provides for a total investment in the Company of $10,000,000 from ZIMC net of fees ( Cornerstone Investment ).

Although issued for no consideration, the Free Shares have a value at IPO of $5,000,000, being the number of Free Shares multiplied by the Zeus IPO issue price of $0.20. This cost of equity raising is proportionately attributable to the Seed Capital invested in Zeus by Vast Honour (being 30,000,000 fully paid ordinary shares at $0.05 per share) and ZIMC’s Cornerstone Investment (being 57,650,000 fully paid ordinary shares as $0.20 per share).

Accordingly, pro-forma adjustments have been made to record the issue of 25,000,000 Free Shares to Vast Honour and to proportionately

reflect the equity settled costs of the Seed Shares issued and of the Offer.

(g) The Company entered into a loan agreement with Barbary Coast Investments Pty Limited ( Barbary Loan Agreement ) on 15 October 2012 under which an amount of up to $500,000 is available to the Company. At the date of the Prospectus, the amount of $400,000 of this loan had been drawn down and accordingly, a pro-forma adjustment is required.

The Company entered into a loan agreement with Vast Honour Global Limited ( Vast Loan Agreement ) on 15 August 2012 under which an amount of $400,000 is available to the Company. At the date of the Prospectus, the full amount of this loan had been drawn down and accordingly, a pro-forma adjustment is required.

(h) Any interest earned by the Company during the Offer period has not been taken into account.

Further details of how the above pro-forma adjustments have been reflected in the pro-forma statements of financial position of Zeus as at 30 June 2012 are set out in Notes 2 to 9 of Section 6.5 below.

6.5 NOTES TO THE HISTORICAL & PROFORMA FINANCIAL INFORMATION

Note 1: Material Accounting Policies

The financial information has been prepared in accordance with the measurement, but not all of the disclosure requirements, of Australian Accounting Standards and Urgent Issues Group Consensus Views. In the view of the Directors of Zeus the omitted disclosure would not provide further relevant information to potential investors.

(a) Basis of Preparation

The financial information has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial information containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial information and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of the financial

information are presented below. They have been consistently applied unless otherwise stated.

(b) Basis of Measurement

The financial information has been prepared on an accruals basis and is based on historical cost modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

The financial information has been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

(d) Use of Estimates and Judgements

Estimates and judgements incorporated in the financial report are based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the company.

(i) Taxation
Judgement is required in assessing whether deferred tax assets and certain deferred tax liabilities are recognised on the balance sheet. Deferred tax assets, including those arising from temporary differences, are recognised only where it is considered more likely than not they will be recovered, which is dependent on the generation of sufficient future taxable profits. Deferred tax liabilities arising from temporary differences are recognised to the extent that there are future profits.

The Company expects to have carried forward tax losses that 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.

(ii) Exploration and Evaluation Expenditure The Company capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage that permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. 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.

(iii) Impairment

The company assesses impairment at each reporting date by evaluating conditions specific to the company that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

(iv) Share based payments

The Company measures the cost of equity settled transactions with consultants and employees by reference to the fair value of the equity instruments at the date at which they are granted.

(e) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less.

(f) Exploration and Evaluation Expenses

Exploration and evaluation costs, including the costs of acquiring licences, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Company has obtained the legal rights to explore an area are recognised in the income statement.

Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:

(i) the expenditures are expected to be recouped through successful development and exploitation of the area of interest; or
(ii) activities in the area of interest have not at the reporting date, reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are assessed for impairment if

a. sufficient data exists to determine technical feasibility and commercial viability, and
b. facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

For the purposes of impairment testing, exploration and evaluation assets are allocated

to cash-generating units to which the exploration activity relates. The cash generating unit is never larger than the area of interest.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from intangible assets to mining property and development assets within property, plant and equipment.

(g) Trade & Other Payables

These amounts represent liabilities for goods and services provided to the company prior to the end of financial year that are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition

(h) Contingent Liabilities

A contingent loss is recognised as an expense and a liability if it is probable that future events will confirm that, after taking into account any related probable recovery, an asset has been impaired or a liability incurred and a reasonable estimate of the amount of the resulting loss can be made.

Long-term environmental obligations are based on the Company’s environmental management plans, in compliance with current environmental and regulatory requirements.

The costs will include obligations relating to reclamation, waste site closure, plant closure and other costs associated with the restoration of the site, when relevant.

Full provision is made based on the net present value of the estimated cost of restoring the environment disturbance that has been incurred as at the balance date. Increases due to additional environmental disturbance (to the extent that it relates to the development of an asset) are capitalised and amortised over the remaining lives of the mines.

Annual increases in provision relating to the change in the present value of the provision are accounted for in earnings.

The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by the potential proceeds from the sale of assets or from plant clean-up at closure.

(i) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the

Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Balance Sheet are shown inclusive of GST.

(j) Share Issue Costs

the extent there are incremental costs directly attributable to the equity transaction that otherwise would have been avoided. The Company measures the cost of equity settled transactions with consultants and employees by reference to the fair value of the equity instruments at the date at which they are granted.

The costs related to the raising of equity are accounted for as a deduction from equity to

Note 2: Cash & Cash Equivalents

A reconciliation of the cash and cash equivalents balances contained in the pro-forma statement of financial position is as follows:

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Pro-Forma
As At
30 June 2012
Note ($)
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Historical balance as at 30 June 2012		256,040
Acquisition of tenements pursuant to the Tenement Sale Agreement between	3,4	(250,000)
Zeus Uranium Limited and FEC II Pty Limited
Proceeds of the Offer	7	13,530,000
Cash obtained on the acquisition of Kalium Corporation Limited	4,7	1
Drawdown of the Barbary Loan Agreement	6	400,000
Drawdown of the Vast Loan Agreement	6	400,000
Exploration and evaluation expenditure post 30 June 2012	4	(292,000)
Costs of the Offer (cash settled)	7,8	(2,603,188)
Pro-forma balance as at 30June 2012		11,440,853

Amounts drawn down under the Barbary Loan Agreement and the Vast Loan Agreement subsequent to 30 June 2012 have been used by Zeus to fund the working capital requirements of the business including exploration and evaluation of existing tenements, corporate overheads and IPO related expenses.

Note 3: Other Current Assets

A reconciliation of the other current assets balance contained in the pro-forma statement of financial position is as follows:

	Note	Pro-Forma As At 30 June 2012 ($)
Historical balance as at 30 June 2012		133,476
Transfer of cash advanced under the FEC II Pty Limited Tenement Sale Agreement,	2,4	(50,000)
recorded as a prepayment, to Exploration and Evaluation Assets
Pro-forma balance as at 30June 2012		83,476

Note 4: Exploration & Evaluation Assets

A reconciliation of the exploration and evaluation balances contained in the pro-forma statement of financial position is as follows:

	Note	Pro-Forma As At 30 June 2012 ($)
Historical balance as at 30 June 2012		997,455
Value of "2013 Options" and "2015 Options" due to be issued to	9	247,500
River Rock Energy Limited
Acquisition of Tenements pursuant to the Tenement Sale Agreement between	2,3	300,000
Zeus Uranium Limited and FEC II Pty Limited
Cost of tenements on the acquisition of Kalium Corporation Limited accounted	5,7	2,002,610
for in accordance with AASB 6
Exploration and evaluation expenditure post 30 June 2012	2	292,000
Pro-forma balance as at 30June 2012		3,839,565

Note 5: Trade & Other Creditors

A reconciliation of the trade and other creditors balance contained in the pro-forma statement of financial position is as follows:

	Note	Pro-Forma As At 30 June 2012 ($)
Historical balance as at 30 June 2012		258,494
Trade creditors inherited on the acquisition of Kalium Corporation Limited	4,7	2,611
Pro-forma balance as at 30June 2012		261,105

Note 6: Other Current Liabilities

A reconciliation of the other current liabilities balance contained in the pro-forma statement of financial position is as follows:

	Note	Pro-Forma As At 30 June 2012 ($)
Historical balance as at 30 June 2012		15,315
Drawdown of Barbary Coast loan facility	2	400,000
Drawdown of Vast Honour Global Limited loan facility	2	400,000
Pro-forma balance as at 30June 2012		815,315

Note 7: Issued Capital

Ordinary Share Capital

A reconciliation of the issued capital balances contained in the pro-forma statement of financial position is as follows:

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Pro-Forma
As At 30 June 2012
Note ($) Qty
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Historical balance as at 30 June 2012		3,398,334	77,500,000
Costs of Seed Shares issued to Vast Honour Global Limited	7	(575,595)	–
(equity settled)
Consideration shares due to be issued for the acquisition of 100%	4,5	2,000,000	10,000,000
of the issued shares of Kalium Corporation Limited*
Shares issued under the Offer	2	13,530,000	67,650,000
Free Shares issued to Vast Honour Global Limited	7	5,000,000	25,000,000
Costs of the Offer (cash settled)	2,8	(2,117,357)	–
Costs of the Offer paid to Vast Honour Global Limited	7	(4,424,405)	–
(equity settled)
Pro-forma balance as at 30June 2012		16,810,977	180,150,000

These 10,000,000 shares were issued on 25 October 2012

Note 8: Retained Earnings

A reconciliation of the retained balances contained in the pro-forma statement of financial position is as follows:

	Note	Pro-Forma As At 30 June 2012 ($)
Historical balance as at 30 June 2012		(2,268,565)
Costs of the Offer (expensed)	2,7	(485,831)
Pro-forma balance as at 30June 2012		(2,754,396)

Note 9: Reserves

	Note	Pro-Forma As At 30 June 2012 ($)
Historical balance as at 30 June 2012		-
Fair value of "2013 Options" and "2015 Options" due to be issued to River Rock Energy	4	247,500
Limited
Pro-forma balance as at 30June 2012		247,500

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7. INVESTIGATING ACCOUNTANT’S REPORT

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12 November 2012

The Directors Zeus Resources Limited Westpac Building Suite 3, Level 11, 50 Pitt Street SYDNEY NSW 2000

Dear Sirs

Zeus Resources Limited Investigating Accountant’s Report

1. Introduction

This Report has been prepared by William Buck Corporate Advisory Services (NSW) Pty Limited (“ William Buck ”) for inclusion in a prospectus to be dated on or about 12 November 2012 (the “ Prospectus ”) relating to the Offer by Zeus Resources Limited ACN 139 183 190 (“ Zeus ” or the “ Company ”) for the issue of 67,650,000 shares at an issue price of $0.20 per share to raise $13,530,000 before the costs of the Offer.

The number of shares offered under the Prospectus is 67,650,000 shares at an issue price of $0.20 per share to raise $13,530,000 before costs of the Offer. The Company has secured a cornerstone investment of 57,650,000 shares to raise $11,530,000 from Zhengyuan International Mining Co. Ltd.

The Company reserves the right not to proceed with the offer at any time prior to the allotment of shares to applicants. If the offer does not proceed, application monies will be refunded and interest will not be paid on this money.

The offer is not underwritten.

All terms used in this Report have the same meaning as the terms used and defined in the Prospectus unless otherwise defined in this Report.

2. Background

Zeus is an Australian public company with a focus on uranium exploration in Western Australia.

On completion of the Offer, Zeus will have interests in seven project areas covering approximately 5,680 square kilometres over seven project areas in Western Australia. These projects range from those with targets that have been defined, but not adequately tested by prior exploration, to those with largely conceptual targets. They include projects in areas of proven uranium prospectivitly as well as in areas of greenfields.

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3. Financial Information

This Report deals with the financial information included in Section 6 of the Prospectus (the “ Financial Information ”) which comprises:

Audited historical statements of comprehensive income for the year ended 30 June 2011 and 30 June 2012;
Audited historical statements of financial position as at 30 June 2011 and 30 June 2012;

 Pro-forma statement of financial position as at 30 June 2012;  A reconciliation of the key asset and liability account balances contained in the pro-forma statement of financial position to the opening balances in the historical statement of financial position as at 30 June 2012;

Assumptions underlying the pro-forma statement of financial position; and
Accounting policies adopted in the preparation of the Financial Information.

The pro-forma statement of financial position as at 30 June 2012 has been prepared to illustrate the financial position of the Company on completion of the Offer and has been prepared on the basis of the assumptions and material accounting policies as set out in Section 6 of the Prospectus.

The Directors of the Company are responsible for the preparation and presentation of the Financial Information including the assumptions and material accounting policies on which they are based. We disclaim any responsibility for any reliance on this Report or the Financial Information to which it relates for any purpose other than that for which it was prepared. This Report should be read in conjunction with the full Prospectus.

The Directors are not making any forecasts with respect to the future earnings of the Company.

4. Scope

We have conducted an independent review of the Financial Information included in Section 6 of the Prospectus in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the Financial Information is not presented fairly in accordance with the assumptions and material accounting policies adopted and summarised in Section 6 of the Prospectus.

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Our review has been conducted in accordance with Australian Auditing Standards on Review Engagements (“ ASRE ”) 2405 “Review of Historical Information other than a Financial Report” and guidance provided in Auditing and Assurance Guidance Statement (“ AGS ”) 1062 “Reporting in Connection with Proposed Fund Raisings”. We have made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances, which were limited primarily to:

a) Analytical procedures on the pro forma statement of financial position;
b) A review of working papers, accounting records and other documents;
c) A review of relevant working papers detailing the pro forma adjustments, the assumptions on which they were made and other supporting documentation, as appropriate;
d) A comparison of consistency in application of the recognition and measurement principles prescribed in Australian Accounting Standards, Australian Accounting Interpretations, other mandatory or authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 and the accounting policies adopted by the Company as disclosed in Section 6 of the Prospectus; and
e) Enquiries with the Company’s Directors, management and advisors.

The procedures undertaken do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion on the Financial Information.

5. Review Statement on Financial Information

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that:

a) The historical Financial Information is not presented fairly in accordance with the recognition and measurement requirements (but not the disclosure requirements) of Australian Accounting Standards, Australian Accounting Interpretations, other mandatory or authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 and the accounting policies adopted by the Company;
b) The pro forma Financial Information has not been properly prepared on the basis of the pro forma transactions so as to present fairly the pro forma financial position of the Company; and
c) The assumptions and material accounting policies adopted and summarised at Section 6 of the Prospectus do not form a reasonable basis for the preparation of the pro forma statement of financial position set out in Section 6 of the Prospectus.

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6. Subsequent Events

Apart from the matters dealt with in this Report, and having regard to the scope of our Report, to the best of our knowledge and belief, no other material transactions or events outside of the ordinary business of the Company have come to our attention that would require comments on, or adjustments to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

7. Sources of Information

We have made enquiries of the Directors of the Company and other parties as considered necessary during the course of our review. We have also referred to the Prospectus and material documents which relate to the operations of the Company.

We have no reason to believe that the information supplied is not reliable.

8. Declarations

William Buck has prepared this Report for inclusion in the Prospectus. We have not acted in any other capacity in relation to the Prospectus, and have not been involved in the preparation of any part thereof.

William Buck Chartered Accountants, an entity associated with William Buck, has provided audit services to the Company for which professional fees at standard market rates are received.

Apart from that noted above, William Buck does not have any interest in the outcome of the Offer other than a fee in connection with the preparation of this Report and participation in due diligence procedures for which normal professional fees will be received. No pecuniary or other benefit, direct or indirect, has been received by William Buck for or in connection with the making of this Report.

This Report has been prepared by Manda Trautwein and Paul Collins of William Buck.

Other than as disclosed above, Manda Trautwein, Paul Collins, the other Directors of William Buck and the staff involved with the preparation of this Report have, at the date of this Report, no interest in or financial relationship with Zeus.

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William Buck has consented to the inclusion of this Report in the Prospectus in the form and context it appears. At the date of this Report, the consent has not been withdrawn. William Buck has not authorised this issue of the Prospectus and accordingly makes no representation regarding, and takes no responsibility for, any other documents or material in, or omissions from, the Prospectus.

Yours faithfully William Buck Corporate Advisory Services (NSW) Pty Limited ABN 50 133 845 637 Authorised Representative No. 333393 AFSL 240769

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Manda Trautwein Director

Paul Collins Director

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Financial Services Guide

Dated 12 November 2012

William Buck Corporate Advisory Services (NSW) Pty Ltd ABN 50 133 845 637 (“ William Buck ” or “ we ” or “ us ” or “ our ” as appropriate) has been engaged to issue general financial product advice in the form of a report to be provided to you.

interests in managed investment schemes including investor directed portfolio services;
retirement savings accounts products (within the meaning of the Retirement Savings Account Act 1997);
securities; and

Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client, a Financial Services Guide (“ FSG ”). This FSG is designed to help retail clients make a decision as to their use of general financial product advice and to ensure that we comply with our obligations as an authorised representative of a financial services licensee.

The FSG includes information about:

who we are and how we can be contacted;
the services we are authorised to provide as an Authorised Representative of William Buck Financial Services (NSW) Pty Ltd (Licence No: 240769);
remuneration that we and/or our staff and any associates receive in connection with the general financial product advice;
any relevant associations or relationships we have; and
our complaints handling procedures and how you may access them.

Financial Services We are Licensed to Provide

We are an authorised representative of William Buck Financial Services (NSW) Pty Ltd who holds an Australian Financial Services Licence, which authorises us to provide financial product advice in relation to:

superannuation.

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product of another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as an authorised representative of a financial services licensee authorised to provide the financial product advice contained in the report.

General Financial Product Advice

In our report we provide general financial product advice, not personal financial advice, because it has been prepared without taking into account your personal objectives, financial situation or needs.

You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

Benefits That We May Receive

deposit and payment products limited to:
basic deposit products;
deposit products other than basic deposit products;
derivatives limited to old law securities options contracts and warrants;
debentures, stocks or bonds issued or proposed to be issued by a government;
life products including:
investment life insurance products as well as any products issued by a Registered Life Insurance Company that are backed by one or more of its statutory funds; and
life risk insurance products as well as any products issued by a Registered Life Insurance Company that are backed by one or more of its statutory funds;

We charge fees for providing reports. These fees will be agreed with, and paid by, the person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis.

Except for the fees referred to above, neither William Buck, nor any of its directors, employees or related entities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

Remuneration or Other Benefits Received by Our Employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

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Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are authorised to provide.

Contact Details

You may contact us at William Buck, Level 29, 66 Goulburn Street, Sydney, NSW 2000 or by telephone on (02) 8263 4000

Associations and Relationships

From time to time William Buck may provide professional services including financial advisory services to financial product issuers in the ordinary course of its business.

Complaints Resolution

Internal Complaints Resolution Process

As an authorised representative of a holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to The Compliance Officer, William Buck, Level 29, 66 Goulburn Street, Sydney NSW 2000.

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaint within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service. The Financial Ombudsman Service is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial service industry.

Further details about the Financial Ombudsman Service are available at the website www.fos.org.au or by contacting them directly at: the Financial Ombudsman Service, GPO Box 3, Melbourne VIC 3001, or by telephone on 1300 780 808 or by facsimile on (03) 9613 6399.

Professional Indemnity Insurance

William Buck has professional indemnity insurance in place which covers any work done by us, as an authorised representative of William Buck Financial Services (NSW) Pty Ltd and by representatives / employees after they cease to work for us. The compensation arrangements we have in place comply with sec.912B of the Corporations Act.

8. INDEPENDENT GEOLOGIST’S REPORT

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MACKAY &
SCHNELLMANN
P T Y L I M I T E D
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Independent Geologist’s Report
on the
Uranium Property Interests
of
Zeus Resources Limited
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D I R E C T O R S
P E R T H O F F I C E
H.J. Garlick
MSc DIC FIMM CEng
MCIMM MAIME
FAusIMM MMICA
M. Reynolds
BSc FIMM CEng
FAusIMM FSEG
R E G I S T E R E D
O F F I C E
Egan & Co Pty Ltd
Unit 2
14 Nicholson Road
Subiaco WA 6008
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Prepared for: Zeus Resources Limited Suite 3, Level 11, 50 Pitt Street Sydney NSW 2000 Date: 12 October 2012

GEOLOGICAL AND MINING CONSULTANTS Suite 24 17 Prowse Street West Perth WA 6005 Western Australia Tel (61 8) 9322 3600 Email [email protected] Website http://www.mackayschnellmann.com.au ABN 88 008 725 022

Zeus Resources Limited		12 October 2012
MACKAY &
SCHNELLMANN
	P T Y L I M I T E D
C O N T E N T S
SUMMARY		1
INTRODUCTION		4
GENESIS OF CALCRETE HOSTED URANIUM DEPOSITS		8
LAKE WAY		10
LOCATION AND ACCESS		10
TENEMENTS		10
GEOLOGY		11
Local Geology		12
Mineralisation		12
Dawson and Hinkler Well Deposit		12
Centipede Deposit		12
Lake Way Deposit		13
PREVIOUS EXPLORATION		13
Exploration 1928 to Date		13
Exploration 1971		13
Exploration 1971 to 1983		14
Exploration 1972 to 1976		14
Exploration 1977 to 1982		14
Exploration 1977 to 1985		15
Exploration 1979		15
Exploration 1985 to 1986		15
Exploration 1990 to 1992		15
Exploration 2006		16
Exploration 2007 to 2008		16
Exploration 2006 to 2010		16
Exploration by Cazaly Minerals Limited 2006 to 2010		17
Exploration 2009		17
Exploration by Zeus Resources Limited 2010 to Date		17
PROSPECTIVITY		18
PROPOSED EXPLORATION		18
YEELIRRIE SOUTH		19
LOCATION AND ACCESS		19
TENEMENTS		20
GEOLOGY		20
Regional Geology		20
Local Geology		20

Zeus Resources Limited		12 October 2012
MACKAY &
SCHNELLMANN
	P T Y L I M I T E D
Mineralisation		21
Yeelirrie Deposit		21
Little Well Deposit		21
PREVIOUS EXPLORATION		22
Exploration 1970 to 1971		22
Exploration 1972 to 1974		22
Exploration 1972 to 1982		22
Exploration 1972 to Date		23
Exploration 1975		23
Exploration 1985 to 1986		23
Exploration 1993		24
Exploration 1995		24
Exploration 2005 to 2009		24
Exploration 2009		25
Exploration by Zeus Resources Limited 2010 to Date		25
PROSPECTIVITY		25
PROPOSED EXPLORATION		26
NORTH MUSGRAVE		26
LOCATION AND ACCESS		26
TENEMENT		27
GEOLOGY		27
Local Geology		27
Mineralisation		27
PREVIOUS EXPLORATION		27
Exploration by Cazaly Resources Limited 2007 to 2010		27
Exploration by Zeus Resources Limited 2010 to Date		27
PROSPECTIVITY		28
PROPOSED EXPLORATION		28
PERCIVAL LAKES		28
LOCATION AND ACCESS		28
TENEMENTS		28
GEOLOGY		29
Regional Geology		29
Mineralisation		29
PREVIOUS EXPLORATION		30
Exploration 1990 to Date		30
Exploration 1997 to 1998		30
Exploration by Riverrock Energy Ltd	2008 to 2010	30
Exploration by Zeus Resources Limited 2011 to Date		30
PROSPECTIVITY		31
PROPOSED EXPLORATION		31

Zeus Resources Limited		12 October 2012
MACKAY &
SCHNELLMANN
	P T Y L I M I T E D
NARNOO		31
LOCATION AND ACCESS		31
TENEMENTS		31
GEOLOGY		32
Regional Geology		33
Local Geology		33
Mineralisation		33
PREVIOUS EXPLORATION		33
Exploration 1978 to 1987		33
Exploration 1979 to 1980		35
Exploration 1984 to 1987		35
Exploration 1988 to Date		36
Exploration 2006 to 2009		36
Exploration 2007 to 2008		36
Exploration by A1 Minerals Limited 2007 to 2010		37
Exploration by Zeus Resources Limited 2010 to Date		37
PROSPECTIVITY		37
PROPOSED EXPLORATION		38
MORTIMER HILLS		38
LOCATION AND ACCESS		38
TENEMENT		39
GEOLOGY		39
Local Geology		39
Mineralisation		39
PREVIOUS EXPLORATION		39
Exploration 1956 to Date		39
Exploration 1973		40
Exploration 1973 to 1974		40
Exploration 1974 to 1978		41
Exploration 1975 to 1976		42
Exploration 1980		43
Exploration 1980 to 1982		43
Exploration 1980 to 1981		44
Exploration 1993		45
Exploration 1997 to 1998		45
Exploration 2006 to 2007		45
Exploration by Zeus Resources Limited 2010 to Date		45
PROSPECTIVITY		45
PROPOSED EXPLORATION		46
RED ROCK		46
LOCATION AND ACCESS		46

Zeus Resources Limited		12 October 2012
MACKAY &
SCHNELLMANN
	P T Y L I M I T E D
TENEMENT		46
GEOLOGY		47
Regional Geology		47
Mineralisation		47
PREVIOUS EXPLORATION		48
Exploration circa 1980		48
Exploration by Northsun Resources Pty Ltd 2007 to 2010		48
Exploration by Zeus Resources Limited 2010 to Date		48
PROSPECTIVITY		48
PROPOSED EXPLORATION		49
BIBLIOGRAPHY		50
GENERAL		50
LAKE WAY		52
YEELIRRIE SOUTH		55
NORTH MUSGRAVE		57
PERCIVAL LAKES		57
NARNOO		57
MORTIMER HILLS		60
RED ROCK		62
GLOSSARY OF TECHNICAL TERMS AND ABBREVIATIONS		64

F I G U R E S

FIGURE 1 PROPERTY LOCATIONS

FIGURE 2 LAKE WAY

FIGURE 3 YEELIRRIE SOUTH

FIGURE 4 NORTH MUSGRAVE

FIGURE 5 PERCIVAL LAKES

FIGURE 6 NARNOO

FIGURE 7 MORTIMER HILLS

FIGURE 8 RED ROCK

Zeus Resources Limited

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12 October 2012

MACKAY & SCHNELLMANN P T Y L I M I T E D

SUMMARY

In a letter dated 1 November 2010, Mackay & Schnellmann Pty Limited were appointed by Zeus Resources Limited to prepare an Independent Geologist’s Report on the uranium property assets of Zeus Resources Limited. This Independent Geologist’s Report has been prepared in accordance with the Valmin Code.

Zeus Resources Limited has seven mineral properties in Western Australia. These are the Lake Way, Yeelirrie South, North Musgrave, Percival Lakes, Narnoo, Mortimer Hills and Red Rock Properties.

The Lake Way Property is located in the vicinity of Wiluna and comprises a northern portion of five Exploration Licence Applications and a southern portion of one Exploration Licence. Total property area is around 830 square kilometres.

The southern portion of the Lake Way Property covers a section of calcrete bearing palaeo channel between the Dawson-Hinkler Well deposit and the Centipede deposit.

Previous explorers have undertaken various activities in this area including surface rock sampling that gave up to 2300 ppm uranium and drilling that resulted in up to 1615 ppm U3O8 from grab samples of RC cuttings and 1.06 metres at 319.5 ppm eU3O8.

Despite the length of time that this mineralisation has been known, systematic exploration over the deposit does not yet appear to have been undertaken. This is an important target that well warrants exploration

The northern tenement group of the Lake Way Property covers a north-south trending palaeo channel that has known calcrete outcrops in its northern part with coincident radiometric anomalies and that extends southwards to connect with the Lake Way deposit that is located south of the present Lake Way Property.

Previous exploration has comprised soil geochemistry and drilling. Soil sampling gave a highest result of 24.05 ppm uranium whilst RC drilling returned up to 303 ppm U3O8. Much of this work was concentrated on the southern part of the area. The central portion of the palaeo drainage was extensively although not optimally drilled by another explorer in recent years with essentially negative results: a single sample returned 464 ppm uranium but this was not confirmed by sub sampling. However, the negative results were not definitive as a constraint on drilling access was that holes had to be sited away from the drainage and were moreover located between the known radiometric anomalies.

Much of this northern drainage therefore warrants systematic exploration.

Another east-west orientated palaeo channel is interpreted to occur in the southeastern part of the northern tenement group. No exploration appears to have been carried out in this area.

Zeus Resources Limited

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MACKAY & SCHNELLMANN P T Y L I M I T E D

Ground water analyses have returned anomalous Total Dissolved Solids from both the northern and southern portions of the present property and a highly anomalous uranium result of 140 mg/l from ground water has been obtained in the southern part of the northern tenement group.

In aggregate, there are more than 100 kilometres of interpreted palaeo channel on the Lake Way Property the majority of which warrants exploration.

The Yeelirrie South Property is located south of the town of Wiluna and comprises two separate Exploration Licences that have a combined present area of some 235 square kilometres. The property covers part of the southeastern extension of the palaeo channel on which the Yeelirrie uranium deposit is located that is owned by an explorer other than Zeus Resources Limited. This area has been known to be mineralised since the 1970s when it was termed the Little Well deposit although some positional ambiguity exists because there are two Little Wells shown in sources.

The property is considered to be prospective for calcrete hosted uranium deposits due to the presence of an interpreted palaeo channel with associated calcrete, up to 700 ppm uranium returned from drill sampling and high Total Dissolved Solids and uranium contents in ground waters.

Despite the length of time that it has been known, only recently has systematic drilling been carried out over part of this property. This work returned only modestly elevated uranium contents, up to 2 metres at 67 ppm. The balance of the property remains to be explored.

A single Exploration Licence Application constitutes the North Musgrave Property that has an area of some 155 square kilometres and is located in the far east of Western Australia.

From a recent geophysical survey, radiometry anomalies in the uranium channel have been defined on the North Musgrave Property. The anomalies are associated with Cainozoic calcrete of the drainage system.

In view of their geological setting, these anomalies are considered probably to represent uranium hosted by calcrete on a palaeo drainage: the anomalies well warrant further exploration.

Percival Lakes Property comprises six Exploration Licence Applications with a total area of around 3300 square kilometres located in an isolated area in the northeast of Western Australia.

Examination of airborne radiometry data has defined six targets for follow up in the eastern Shoesmith Cliffs area of the Percival Lakes Property with others being located to the west in the central part of the property. There is considerable development of calcrete and playa sediments over some 250 kilometres of palaeo drainage all of which warrant investigation for uranium mineralisation. In addition, there is the probable presence of carbonaceous sediments that constitute another exploration target for uranium mineralisation that can occur at a reductionoxidation interface.

The two water bores located east of the property have elevated Total Dissolved Solids in the ground water.

Zeus Resources Limited

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The entire Percival Lakes drainage system is prospective for uranium mineralisation and thus warrants further exploration.

Located some 235 kilometres easterly of the town of Kalgoorlie, the Narnoo Property comprises three Exploration Licences and one Exploration Licence Application forming three separate portions with an aggregate area of some 815 square kilometres.

The Narnoo tenements are located in an area where uranium deposits occur on palaeo channels in the carbonaceous portions of a sedimentary sequence. The two southwestern tenements are located adjacent to two such previously interpreted palaeo channels: aircore and RC holes drilled in the most southwestern tenement Exploration Licence 28/2097 gave elevated results up to 1400 ppm U3O8 from the reduction-oxidation boundary in a lignite sequence which was confirmed when a later explorer completed down hole logging of holes in the tenemented area that gave up to 126 cps and obtained 187 ppm uranium associated with calcrete and clay and up to 168 ppm associated with lignite deposits intersected by aircore holes. The third northeastern tenement group covers an area that was not subjected to the intense exploration that resulted in the discovery of the Emperor, Shogun and Ambassador deposits that are owned by an explorer other than Zeus Resources Limited. Recent geophysical exploration over part of the northeastern area was considered to show evidence for possible uranium mineralisation and an earlier explorer obtained samples with anomalous uranium in a conglomerate but this northeastern area has not undergone systematic ground investigation.

Mortimer Hills Property is located some 290 kilometres east of the town of Carnarvon: it comprises a single Exploration Licence with an area of around 190 square kilometres.

The Mortimer Hills area has been the subject of investigations by a number of explorers. A large number of targets have been generated by this work both on the present tenement and in the general area: the precise number located within the current area is subject to some uncertainty due to imperfections in the source data and associated maps and due to different targets having been ascribed the same names and to targets being known by more than one name.

Targets of various geological associations have given elevated radiometry readings up to 1600 cps and up to 1026 ppm uranium. Many of the targets are associated with calcrete occurrences and with pegmatites in the west of the area but others are bedrock associated. The potential for calcrete hosted uranium mineralisation does not appear to have been of great interest to the early explorers of the area in the 1970s but the occurrence of calcrete south of Thirty Three River was noted during the site visit with calcrete being mentioned in accounts of historical exploration. Up to 2300 ppm uranium was obtained from possible calcrete during early exploration.

Mortimer Hills warrants exploration due to the large number of uranium targets generated by previous work both calcrete and hard rock associated. Locations of the targets will however require confirming.

Located 150 kilometres northwest of Meekatharra, the Red Rock Property comprises a single Exploration Licence of around 53 square kilometres.

Zeus Resources Limited

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MACKAY & SCHNELLMANN P T Y L I M I T E D

Exploration of the Red Rock Property is at an early stage but recent evaluation of radiometry has generated two targets that warrant follow up: these targets are interpreted as associated with shears in granite with one of the targets also being interpreted as associated with uranium in calcrete.

Soil sampling has generated three uranium anomalies within the tenement that are coincident with the interpreted radiometric anomaly MM009. A subsequent quality assurance assessment of the database suggests however that the laboratory precision was poor which thus introduces a degree of uncertainty in to the selection and ranking of targets.

Primary uraninite on a mylonite structure that may traverse the Red Rock Property has been reported.

INTRODUCTION

By way of a letter dated 1 November 2010, Mackay & Schnellmann Pty Limited was appointed by Zeus Resources Limited (“Zeus”) to prepare an Independent Geologist’s Report (“the Report”) on the uranium property assets of Zeus for inclusion in a prospectus to be issued on or about October 2012 to raise $13.54 million. This Report must not be used for any other purpose without the express written consent of Mackay & Schnellmann Pty Limited.

Our Independent Geologist’s Report has been prepared in accordance with the “Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the Valmin Code)” that was prepared by a joint committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and other parties and dated 2005.

Mackay & Schnellmann Pty Limited and Martin Reynolds were involved in the preparation of this Report.

Mackay & Schnellmann Pty Limited is a minerals industry consulting firm that is located at Suite 24, 17 Prowse Street, West Perth, Western Australia 6005. The company was incorporated in 1969 and has operated as a geological consultancy since then. It has been responsible for the preparation of a considerable number of geological reports for various purposes and in particular has extensive experience in Independent Geologist’s Reports.

Martin Reynolds, BSc, a Director of Mackay & Schnellmann Pty Limited, was responsible for overall preparation of this Report along with supervising general research and other matters. Martin Reynolds has around 40 years of geological experience and is a Fellow of the Institute of Materials, Minerals and Mining, a Chartered Engineer, a Fellow of the Australasian Institute of Mining and Metallurgy and a Fellow of the Society of Economic Geologists. Martin Reynolds has more than five years of relevant experience and qualifies as a Competent Person as defined by the Valmin Code and the JORC Code.

Martin Reynolds is bound by the codes of ethics of the professional bodies of which he is a member.

Zeus Resources Limited

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Neither Martin Reynolds nor any members of his immediate family nor Mackay & Schnellmann Pty Limited has or has had any material interest in any of the mineral assets under review or in Zeus Resources Limited. There was a previous commercial relationship between Mackay & Schnellmann Pty Limited and Riverrock Energy Ltd in that an independent technical assessment and valuation was prepared in middle 2009 of certain properties that Riverrock Energy Ltd have vended to Zeus Resources Limited.

The parties involved in the preparation of this Report have had no input to the formulation of any of the mineral properties under review. This Report has been prepared strictly as an independent report. Fees for the preparation of this Report are being charged at $1500 per day whilst expenses are being reimbursed at cost. Payment of fees is in no way contingent upon the conclusions of this Report nor on the outcome of the proposed transaction. None of the parties involved in the Report preparation have any expectation of future assignments as a result of the transaction.

The contents of this Report are based on reports and data provided by Zeus Resources Limited and research completed from public sources and on site visits.

Documents and reports reviewed in the preparation of this Report are cited in the Bibliography, which constitutes part of this Report.

A site visit was made to the Narnoo Property of Zeus Resources Limited between 12 and 14 November 2010 and to the Yeelirrie South, Lake Way and Mortimer Hill Properties between 3 and 6 December 2010. An attempt was made to visit the Red Rock Property but this was thwarted by the poor condition of the access route that had been selected and adverse weather conditions. This property was visited later on 17 February 2012. It was decided by the author not to visit the Percival Lakes and North Musgrave Properties. In the cases of these two latter properties, the little exploration work that has been done has been remote sensing interpretations with no work on the ground. It was considered likely that a site inspection would not add any material information on the prospectivity of the properties at this stage.

Zeus Resources Limited has agreed in writing to indemnify Mackay & Schnellmann Pty Limited and its officers and employees and its affiliated companies and sub consultants and their respective officers and employees who will be involved in or in any way be associated with the performance of the services involved in the preparation of the Report against any and all losses, claims, damages and liabilities arising out of or related to the performance of those services and which arise from reliance on information provided by Zeus Resources Limited which Zeus Resources Limited knew or should have known to be false and / or incomplete and / or the failure to provide to Mackay & Schnellmann Pty Limited information which is material information Zeus Resources Limited had in its possession and which Zeus Resources Limited knew or should have known to be material. Zeus Resources Limited will reimburse any indemnified party for all expenses (including without limitation legal expenses) on a full indemnity basis as they are incurred.

Zeus Resources Limited has not stated that any of the information provided may not be presented in this Report and thus none of it is regarded as confidential. Zeus Resources Limited has reviewed a draft of the Report for correction of matters of fact and notification of material omissions.

Zeus Resources Limited

12 October 2012

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Such information as is available has been utilised to allow an informed appraisal of the mineral assets. All material used in preparation of this Report is judged to be reliable although in certain of the older documents the presentation of data is poor. Where such is the case, it is noted in this Report.

Mackay & Schnellmann Pty Limited has not investigated the legal aspects of the tenements and agreements as this is outside our expertise. These tenements have been reported on by DLA Piper Australia, Solicitors. Our understanding is that the tenements and agreements are in good standing.

For the purpose of this Report, it is assumed that all tenements and agreements are and will remain in good standing in the immediate future and that tenement interests are or will be wholly or partially beneficially owned by Zeus Resources Limited.

Investigations relating to potential consequences of exploration and mining on rare and endangered flora and fauna have not been assessed nor have matters relating to aboriginal land rights. These matters are outside our expertise.

Zeus Resources Limited has an appropriate and clearly defined exploration and expenditure programme which is reasonable having regard to its stated objectives. Sufficient exploration has taken place in the past two years to justify the budgeted exploration and expenditure programme.

In the following Report sub sections, where previous exploration is concerned, full details on the techniques employed are not necessarily given if they are standard for the minerals industry.

Zeus Resources Limited has interests in seven properties being Lake Way, Yeelirrie South, North Musgrave, Percival Lakes, Narnoo, Mortimer Hills and Red Rock. All of these properties are located in the state of Western Australia in Australia. Locations of the properties are shown in the accompanying illustration.

In certain of the older reports, data are presented in imperial units. For the convenience of the reader, such data have been converted to the metric equivalents and the results have been rounded to an appropriate number of significant figures without this being specifically mentioned.

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Zeus Resources Limited 12 October 2012
MACKAY &
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P T Y L I M I T E D
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Figure 1 Property Locations

Zeus Resources Limited

12 October 2012

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GENESIS OF CALCRETE HOSTED URANIUM DEPOSITS

Virtually all of the mineral properties of Zeus Resources Limited are prospective for calcrete hosted uranium deposits. To avoid repetitious descriptions of the genesis of such bodies, a general description is presented here to assist the reader in understanding the significance of the evidence that is presented. Other types of uranium deposit are potentially present on some of the properties: the characteristics of such deposits are considered in this Report text in the appropriate sections.

Formation of calcrete hosted uranium deposits is considered to involve the leaching of uranium, its transportation in solution, evaporative concentration of the solution and precipitation. Such a process implies an extensive time duration. It can not be assumed that all stages of the process occurred under the same prevailing climatic, topographic conditions etc nor can it be assumed that any of the conditions that prevailed were identical with those of the present day.

The following account of the genesis is a synthesis of opinions from a number of technical papers.

Regional bedrock throughout much of Western Australia consists of large areas of Archaean granitic bodies intruding subordinate greenstone belts. The granites are generally considered to be the source of the uranium as in that rock type the uranium content can range up to 50 ppm. Due to its large ionic radius, uranium does not readily become incorporated in the minerals that constitute the bulk of the granite and tends to be located on crystal grain boundaries in late stage crystallization products. This makes the uranium especially susceptible to leaching: it has been reported that as much as 80% of the uranium can be removed from granite during deep weathering. Tectonically, most of Western Australia is very stable and weathering has penetrated to appreciable depths, in places to around 250 metres.

There is less agreement on the source of the vanadium that occurs in calcrete hosted uranium deposits. Suggestions have been the greenstone belts, the mafic minerals of the granites, ferricrete and laterite: lateritisation is reported to concentrate vanadium.

Most major drainages trend southeast towards the Great Australian Bight. A peneplain known as the Old Plateau that is considered to have formed by Mesozoic times was rejuvenated in the Early Tertiary so resulting in considerable topographic relief. During this latter period the climate is interpreted to have been warm and humid with high rainfall. Increasingly arid conditions followed however and as a result the valleys became extensively alluviated as water flows decreased with the eventual formation of the present day New Plateau with its low relief ground surface and internal drainage systems.

A climatic parameter constraining the deposition of calcrete hosted uranium deposits results from the rainfall pattern. North of around 30° south, the limited rainfall tends to occur episodically during late summer. The ground is hot and dry and as a result there is relatively little ground water recharge. Further south where the winter rain tends to fall on damp or moist

Zeus Resources Limited

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MACKAY & SCHNELLMANN P T Y L I M I T E D

ground during periods of relatively low evaporation rates, there is no precipitation of calcium carbonate in the soils although a siliceous hardpan can form. An implicit assumption is that the climatic pattern in the geologically recent past when the calcrete and uranium may have been precipitating was similar to the present pattern. An alternative explanation would be that conditions at the time of formation were more arid than those of the present day.

The ground waters travel laterally at slow speeds towards and along the drainage centre lines. Under the current climatic conditions, the potential evaporation rate is considerably higher than the recharge rate by a factor of around 12:1 to 20:1 and a similar situation is presumed to have been present in the geologically recent past. During transportation therefore, extensive evaporation of the ground water has taken place especially where the water table is only a few metres below the ground surface on the central drainage lines. As a result, there has been a progressive massive increase in the Total Dissolved Solids content of the water including the elements calcium, magnesium, potassium, uranium and vanadium although this is not so marked with the bicarbonate which tends to exsolve from the ground water in to the atmosphere as carbon dioxide. The uranium is generally considered to be carried in solution as a bicarbonate complex.

With increasing concentration of the ground waters and higher Total Dissolved Solids, the point is reached where calcium carbonate with various proportions of magnesium carbonate precipitates at and just below the water table as calcrete. Calcrete bodies are generally tens of kilometres long and up to kilometres wide. The thickness of calcrete can be considerable, at tens of metres in places and it is commonly although not universally associated with low rises a few metres higher than the surrounding alluvium. These domes are considered to have developed due to the calcrete having been constrained laterally by the alluvium so resulting in an upward movement of the precipitated mass.

Further concentration of the ground water brine continues until the stage when carnotite precipitates as late stage very thin coatings in cavities or on surfaces and as fine particles within calcrete or as disseminations in clay rich lithologies or high carbon sediments.

Precipitation of the calcrete and carnotite is considered to be favoured where a subsurface rock bar has constricted the flow of the ground water. In this situation, the ground water is forced upwards with resulting higher losses of water and carbon dioxide and in to an oxidising environment where the vanadium is converted from the quadrivalent to the pentavalent state so that the carnotite solubility index decreases and the mineral precipitates.

Some of the carnotite of the calcrete deposits is associated with late stage silica or has a thin siliceous film coating the mineral that tends to protect it from going back in to solution.

Age of the uranium deposits is uncertain although from the mode of their formation they must be late stage in the sequence of events that produces the calcrete deposits: the evidence for this is that the carnotite is present as surface coatings on solid calcrete and that the mineral is generally present over a very restricted depth range not necessarily throughout the calcrete horizon. It is possible that the carnotite was originally precipitated contemporaneously with the calcrete but was later remobilised and then reprecipitated in a restricted part of the calcrete sequence. The age of the carnotite can not be estimated from the radioactive daughter products of uranium as the element assemblage is not generally in equilibrium. It is considered that the uranium deposits have formed during geologically recent times with an estimate for the age of

Zeus Resources Limited

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MACKAY & SCHNELLMANN P T Y L I M I T E D

the Yeelirrie deposit for example being some time during the period from 100 000 to 700 000 years ago.

There is evidence that the carnotite deposits are subject to leaching with the subsequent transportation of the uranium down the drainage in the ground water. The uranium bearing solutions reach for example the internal drainage playa lakes where the uranium mineral may again precipitate in the sediments that may only have a subordinate calcrete component.

It is considered probable that uranium deposits in calcrete and in the playa lake sediments may in some cases be forming now.

LAKE WAY

LOCATION AND ACCESS

The Lake Way Property comprises two discrete areas that are in the vicinity of the town of Wiluna in Western Australia.

The larger of the two areas is located east, northeast and north of Wiluna. This portion of the property extends over some 90 kilometres in a northnorthwest direction. The southern part of this property area is around 8 kilometres east of Wiluna and immediately north of Lake Way and can be accessed from Wiluna by way of the Wongawol Road: the northern portions of this property area are traversed by the Wiluna North Road. Elsewhere access is by way of station and exploration tracks.

The smaller and southern portion of the property is some 30 kilometres south of Wiluna and is located on the western shore of Lake Way in the vicinity of Hinkler Well. The eastern margin of this property portion is traversed by the Goldfields Highway with access elsewhere being by station and exploration tracks.

TENEMENTS

One Exploration Licence and five Exploration Licence Applications constitute the Lake Way Property.

The northern and larger portion of the property comprises five contiguous applications for Exploration Licences 53/1600 to 1604 inclusive. The aggregate area is around 770 square kilometres.

One Exploration Licence 53/1247 constitutes the smaller property portion of around 60 square kilometres in the south.

Total area of the Lake Way Property is thus some 830 square kilometres.

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Zeus Resources Limited 12 October 2012
MACKAY &
SCHNELLMANN
P T Y L I M I T E D
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Figure 2 Lake Way
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Zeus Resources Limited

12 October 2012

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MACKAY & SCHNELLMANN P T Y L I M I T E D

GEOLOGY

Local Geology

The northern portion of the Lake Way Property covers alluvial and calcrete deposits that are located on a southward flowing palaeo drainage that enters Lake Way at the calcrete delta of the Lake Way uranium deposit that is owned by a party other than Zeus Resources Limited. Calcrete is localised in the northern part of the property where there are coincident radiometric anomalies.

Another palaeo drainage is postulated to exist in the southeastern part of the northern tenement group.

Hinkler Well portion of the Lake Way Property in the south is underlain by Archaean granitoids west of the northnorthwest trending Agnew-Wiluna greenstone belt. Much of the tenement area is covered with detrital deposits of which the sediments and calcrete deposits of an easterly trending Tertiary palaeo channel are potentially the most important.

Mineralisation

Exploration Licence 53/1247 of the Lake Way Property covers a portion of an easterly trending palaeo drainage with development of calcrete. To the west of the property are the Dawson and Hinkler Well uranium deposits while to the east is the Centipede deposit on the western shore of Lake Way. The calcrete of the palaeo drainage is noted as decreasing in width and depth from west to east until the point where it broadens at the chemical delta that hosts the Centipede deposit.

The northern portion of the Lake Way Property is situated on a northern upstream extension of the calcrete bearing drainage that hosts the Lake Way deposit.

Resource estimates for the three deposits described below are from public documents issued by an Australian listed public company. The resources are therefore presumed to be JORC Code compliant although this is not overtly stated in the source documents.

Dawson and Hinkler Well Deposit

This uranium mineralised portion of the drainage is owned by and has been developed by an explorer other than Zeus Resources Limited as a single deposit with an Inferred Resource having been estimated of 13.07 million tonnes at 312 ppm U3O8.

Centipede Deposit

The Centipede deposit has been known since the early 1970s but was not named as such until the late 1970s. This deposit is owned by an explorer other than Zeus Resources Limited. Centipede deposit has had estimated a Total Resource of 12.94 million tonnes at 504 ppm U3O8 composed of a Measured Resource of 3.08 million tonnes at 552 ppm U3O8, an Indicated

Zeus Resources Limited

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MACKAY & SCHNELLMANN P T Y L I M I T E D

Resource of 7.56 million tonnes at 555 ppm U3O8 and an Inferred Resource of 2.30 million tonnes at 272 ppm U3O8.

As usual with such deposits, uranium occurs in the mineral carnotite. However, the host materials are both calcrete and carbonated clay quartz grits.

Lake Way Deposit

This deposit has been known since the 1970s although it was originally referred to as Uramurdah. Uranium occurs in the raised calcrete that forms a chemical delta. Two ages of calcrete deposits have been reported. The deposit is owned by and under development by an explorer other than Zeus Resources Limited. An Indicated Resource has been estimated of 2.57 million tonnes at 492 ppm U3O8 plus an Inferred Resource of 7.38 million tonnes at a grade of 544 ppm U3O8.

PREVIOUS EXPLORATION

Exploration 1928 to Date

Although not carried out for mineral exploration purposes, records kept on the water quality and other data from bores in the Lake Way area provide indications of potentially mineralised areas. One form of data is potentially useful. Although none of the elements of direct interest in uranium exploration are determined in a water quality analysis, the Total Dissolved Solids are determined.

Bores where the Total Dissolved Solids were greater than 2000 mg/l are shown on the accompanying illustration. As can be seen, some of them coincide with the position of main palaeo drainages that contain calcrete hosting uranium such as the Dawson-Hinkler WellCentipede system but others are on the upstream extension of the Lake Way drainage that is located within or in the vicinity of the northern portion of the present property. All of these bores may be sited on previously unrecognised or unexplored tributaries to the main Lake Way drainage where evaporative processes may have been sufficiently active to result in the formation of calcrete and possibly uranium deposits.

Exploration 1971

An area was explored that covered much of the Hinkler Well to Centipede palaeo drainage and that consequently partially covered what is now the central part of the southern portion of the Lake Way Property on Exploration Licence 53/1247.

Initial work consisted of ground radiometric readings.

Three grab samples of calcrete were collected that came from within the present property. Two of these samples came from what is now the west central part of Exploration Licence 53/1247: one of these samples returned a highly anomalous value of 640 ppm uranium. The third sample came from the present northeast corner of the tenement near the highway: this gave 710 ppm uranium.

Zeus Resources Limited

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12 October 2012

MACKAY & SCHNELLMANN P T Y L I M I T E D

Four north-south lines of rotary percussion holes were drilled of which two lines are located within Exploration Licence 53/1247 at approximately the same positions as the rock samples. The three holes of the easternmost line all returned anomalous uranium in the near surface with the highest result being 170 ppm uranium. Four of the six holes of the western line also had elevated uranium contents with the highest result for all such holes being 70 ppm uranium.

Exploration 1971 to 1983

Ground reconnaissance was undertaken using a scintillometer.

During 1972, two RC drilling programmes were undertaken in an area that is now just south of the extreme southern boundary of Exploration Licence Application 53/1603 in the northern block of tenements of the Lake Way Property. Drilling amounted to 32 shallow holes. Down hole gamma ray logging was completed and samples were selectively collected for analysis. The highest result was 303 ppm U3O8 with the coherent geochemical anomaly derived from the drilling results being open to the north and northeast and trending towards the current property area.

Exploration 1972 to 1976

An east-west elongated area was explored that covers what is now the central portion of Exploration Licence 53/1247 as well as extending to east and west.

Early work undertaken included a ground radiometric survey, a radon survey using small diameter holes drilled by jackhammer and auger holes, geological mapping, RC drilling of 87 holes for 681 metres and down hole radiometry. Uranium mineralisation as carnotite was identified in the near surface parts of calcrete. Grab samples of the calcrete contained up to 2300 ppm uranium, auger samples gave a highest result of 930 ppm whilst RC holes returned a best result of 1 metre at 835 ppm uranium from one metre depth.

Subsequently, in late 1976, RC drilling of 239 holes for 1203 metres was completed. Holes were at 100 metre spacings on lines 800 metres apart and covered the areas to the east and west of the present tenement as well as within it. The best result obtained from samples was 425 ppm uranium possibly over one metre.

Exploration 1977 to 1982

In the course of major exploration on the Lake Way calcrete hosted uranium deposit to the south of the northern portion of the present Lake Way Property, a large systematic drilling programme was undertaken in 1976 of 512 RC holes for 4392 metres. A few of these holes were close to or within Exploration Licence Application 53/1603. Some of these holes intersected anomalous uranium values of up to 160 ppm thus indicating the possibility of the known palaeo channel extending in the northeast direction towards the present Exploration Licence Application 53/1603.

A second such programme of 279 holes for 4167.5 metres was carried out in the following year. Again, some of the holes were located in what is now the southern part of Exploration Licence Application 53/1603. Five of these holes returned elevated uranium contents up to 170 ppm delineating a possible northeast trending body.

Zeus Resources Limited

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In addition to the drilling, down hole gamma ray logging and other geophysical techniques were employed along with costeaning. Seven diamond core holes were drilled with possibly two of them within the present area. The cores were scanned with a spectrometer but as no anomalous readings were obtained, no analyses were undertaken.

Subsequent work concentrated on the Lake Way deposit itself and does not appear to have extended in to the current tenements.

Exploration 1977 to 1985

Considerable work was carried out in the Hinkler Well area mainly concentrated on the Centipede deposit. During 1978, however, limited exploration was undertaken on the Hinkler Well palaeo channel. Work comprised the drilling of 58 RC holes that were radiometrically logged: low grade uranium mineralisation was reported from the area.

No further work by this explorer appears to have been carried out in the Hinkler Well area.

Exploration 1979

After an appraisal of a very large area in the Murchison District of Western Australia, several areas were selected on geological grounds as being prospective for uranium. One such area was located east of Wiluna in what is now the southwestern part of the northern tenement block of the present Lake Way Property.

It was intended to conduct drilling on the area but this does not seem to have been carried out.

Exploration 1985 to 1986

A number of areas were explored of which one covers what is now the southern portion of Exploration Licence 53/1247. Exploration was for uranium but the target was the style of mineralisation that can form at reduction/oxidation interfaces. The area was south of the palaeo drainage line where calcrete is known to be present.

Five RC holes were completed for 147 metres. The samples do not appear to have been analysed.

Most holes intersected weathered granite bedrock at shallow depths. No unoxidised sediments were intersected.

Exploration 1990 to 1992

An area was held that covers much of the southern part of Exploration Licence Application 53/1603. Aeromagnetic and radiometric data were acquired and apparently interpreted although few details are available. No further work appears to have been done and the target commodity may not have been uranium.

Zeus Resources Limited

12 October 2012

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Exploration 2006

In the middle part of 2006, an RC drilling programme of 150 shallow holes was completed mainly to the west of the Hinkler Well portion of the present property. However, some holes were situated in what is now Exploration Licence 53/1247: eight of these returned elevated uranium contents greater than 100 ppm eU3O8 from down hole gamma ray logging. The best intersection was 1.00 metres at 1021.2 ppm eU3O8, virtually from ground surface.

Subsequently, a number of grab samples were collected of the drill cuttings and were analysed for uranium. It was found that laboratory analysis gave higher uranium contents than had the down hole logging. The best result from the holes within the present property was 1.5 metres at 1615.0 ppm U3O8 from ground surface.

Exploration including drilling was subsequently continued but only limited work appears to have been carried out within the present property. Out of more than 400 drillholes, nine with elevated intersections were within the present property with the best result being 0.94 metres at 669.9 ppm eU3O8.

Exploration 2007 to 2008

In mid 2007, a 44 hole RAB drilling programme was completed at 100 metre by 600 metre spacings over the west central portion of Exploration Licence 53/1247. The holes were down hole gamma ray logged. Nineteen holes gave greater than 100 ppm eU3O8. The best result was 0.56 metres at 276.9 ppm eU3O8 at a lower cut off of 100 ppm. Samples do not appear to have been analysed.

A second drill programme of 244 holes at 100 metre by 100 metre centres was carried out in early 2008. Of these holes, 67 contained more than 100 ppm eU3O8 from down hole logging with the best result being 1.06 metres at 319.5 ppm eU3O8 at a lower cut off of 100 ppm.

Exploration 2006 to 2010

Early investigations comprised the acquisition and interpretation of satellite imagery and of geophysical data including radiometry and magnetometry.

Some 122 soil samples were collected during 2006 from traverses and other locations in what is now the northern tenement block. Analyses were completed for uranium, vanadium and three other elements. Highest result for uranium was 24.05 ppm from an area that is now in the southern portion of Exploration Licence Application 53/1603.

Drilling was completed on five east-west lines in what is now Exploration Licence Application 53/1601. The aircore drilling comprised 102 holes for a total of 3279 metres. Due to site clearance constraints, the holes could not be located close to the drainage line of Kukkabukka Creek that flows south to Lake Way.

Composite samples generally over 4 metres or longer were collected by scoop for each hole and analysed for uranium, thorium and vanadium. One elevated result of 464 ppm uranium was obtained with the next highest being 51 ppm uranium. Most other results for uranium were low.

Zeus Resources Limited

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MACKAY & SCHNELLMANN P T Y L I M I T E D

The anomalous results were followed up by the analysis of 111 individual split one metre samples from the drilling. No uranium mineralisation at a substantial concentration was considered to be present in the area covered.

This drilling was largely located between the two radiometric anomalies of Exploration Licence Application 53/1601 that are shown schematically on the accompanying illustration although the northernmost short line of holes overlapped the southern fringe of the northern anomaly and the southern line overlapped the northern fringe of the southern anomaly.

Exploration by Cazaly Minerals Limited 2006 to 2010

Calcrete samples were collected circa 2006 from the eastern portion of the palaeo channel in the northeast part of Exploration Licence 53/1247. Three of the samples returned greater than 30 ppm uranium with the highest result being 51 ppm.

Geological reconnaissance was carried out over the northern tenement group. Much of the area was found to be covered with surficial deposits. A total of 66 soil samples were collected. Results were generally low with the best being 24 ppm uranium from the southern part of the area.

Exploration 2009

During the late 2000s, a systematic groundwater sampling programme was undertaken over a large area in the northeastern Yilgarn that covered the area that is now the current tenemented Lake Way Property.

The water samples collected were analysed for a large number of elements some of which are relevant to the uranium potential of the Lake Way Property. The foremost of these elements was uranium but the vanadium content was also determined: vanadium is a constituent of carnotite, the predominant uranium mineral in calcrete deposits.

Uranium contents of water wells in the area of interest are given on the accompanying illustration. Maximum uranium content was 140 mg/l: such a result is highly anomalous relative to the mean uranium water content of around 14 mg/l with a standard deviation of some 37 mg/l. As can be seen, the elevated result is in the south of the northernmost tenement block on the northern extension of the actual Lake Way uranium deposit owned by another explorer.

As with most such water geochemistry, the samples were collected from existing bores. Such bores are sited with respect to the potential and need for a water supply rather than for mineral exploration purposes. As such, they are more useful in the regional exploration for uranium deposits rather than their detailed appraisal.

Exploration by Zeus Resources Limited 2010 to Date

Other than a field inspection, activities have mainly comprised the sourcing and compilation of historical data. Data coverage was not restricted only to the tenements in which Zeus Resources Limited has an interest but has covered the general area of the palaeodrainages so as to place the uranium exploration potential in a broader context.

Zeus Resources Limited

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MACKAY & SCHNELLMANN P T Y L I M I T E D

In the middle part of 2012, a ground gravity survey on a sequence of east-west lines was undertaken over Exploration Licence 53/1247. The data have not yet been interpreted.

PROSPECTIVITY

The southern portion of the Lake Way Property covers a section of calcrete bearing palaeo channel between the Dawson-Hinkler Well and the Centipede uranium deposits.

Much of this northern drainage therefore warrants systematic exploration.

Another east-west orientated palaeo channel is interpreted to occur in the southeastern part of the northern tenement group. No exploration appears to have been carried out in this area.

In aggregate, there are more than 100 kilometres of interpreted palaeo channel on the Lake Way Property the majority of which warrants exploration.

PROPOSED EXPLORATION

Exploration during the first year at Lake Way comprises geophysics, geochemistry and drilling for a total cost of $1,155,000. Drilling would continue during the second year with, if justified,

Zeus Resources Limited

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resource estimation being undertaken for a second year cost of $754,000. Total estimated cost is thus $1,909,000.

YEELIRRIE SOUTH

LOCATION AND ACCESS

The Yeelirrie South Property is located in the East Murchison Mineral Field of Western Australia around 70 kilometres northwest of the town of Leinster and some 90 kilometres south of the town of Wiluna. The property is immediately southeast of the Yeelirrie uranium deposit that is owned by an explorer other than Zeus Resources Limited.

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Figure 3 Yeelirrie South

Zeus Resources Limited

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MACKAY & SCHNELLMANN P T Y L I M I T E D

From the town of Leinster, the two portions of the property are approached by way of the Goldfields Highway that runs north from Leinster to the town of Wiluna. Station and exploration tracks run west from the highway to the property most notably at the turn offs to the Yakabindie and Albion Downs Homesteads.

TENEMENTS

Two separate tenements comprise the Yeelirrie South Property. The easternmost and largest is Exploration Licence 36/733 with the western tenement being Exploration Licence 36/735. Aggregate area of the present property is around 235 square kilometres.

GEOLOGY

Regional Geology

Regionally, large Archaean granitic bodies intrude subordinate greenstone belts with generally northerly trends. As described previously, these granites are considered to be the source of the uranium solutions that become concentrated by evaporation and form in calcrete bodies.

Local Geology

In the Yeelirrie South area, calcrete that hosts uranium mineralisation occurs along a postulated eastsoutheast trending palaeo drainage.

This drainage line is believed to follow an ancestral palaeo channel that has been filled with sediments to depths of some 30 metres. Calcrete has formed along this drainage line over widths ranging up to 2.5 kilometres and sporadically over a distance of some 100 kilometres.

In the valleys, the detrital sequence is very variable but typically there is an overburden comprising sandy loam with a thin indurated hardpan at shallow depths. Underlying the overburden is the calcrete unit. The transition from overburden to calcrete is gradational with the proportion of calcrete gradually increasing while that of the clastic sediments decreases. Two types of calcrete occur, an earthy variety and a hard porcellaneous variety. The dominant calcrete mineral is dolomite although calcite can predominate especially in the upper portions of the sequence. The porcellaneous calcrete is generally cavernous. Silicification often occurs in the basal part of the porcellaneous calcrete.

At the base of the calcrete there is a gradational transition to a sequence of alluvium consisting mainly of clay with disseminated quartz grains. These detritals have been deposited on the basement granite.

During the site visit undertaken in December 2010, extensive development of calcrete was observed in the southern portion of Exploration Licence 36/733.

Zeus Resources Limited

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Mineralisation

The uranium mineralisation occurs as thin films of carnotite on surfaces and in voids in the calcrete and the underlying sediments as well as disseminated fine particles. Evidence for the occurrence of uranium mineralisation is known from several locations in the Yeelirrie South Property area although most of these are outside the present Zeus tenements. The most important of these occurrences is the Yeelirrie deposit itself.

The known calcrete hosted uranium deposits are Yeelirrie and Little Well.

Yeelirrie Deposit

The Yeelirrie Deposit is owned by an explorer other than Zeus Resources Limited and is reportedly the largest uranium deposit in Western Australia. Modern exploration is ongoing.

The Yeelirrie deposit is located in the central portion of the calcrete body where it occurs over a 9 kilometre distance. The deposit was discovered as the result of following up an anomaly in 1968 airborne radiometric data. However, studies have shown that there is little correlation between the radiation levels and the degree of mineralisation and it appears probable that the airborne radiometry anomalies were a response to marginally elevated uranium levels in the near surface environment.

No information appears to be available on the estimation technique or the area that it covers. The estimate is not a JORC Code compliant resource for the technical reason that it predates the promulgation of the JORC Code. It is considered to be a historical resource. The resource estimate is not presented in this report.

Little Well Deposit

Little Well deposit is located around 11 kilometres eastsoutheast of Yeelirrie Homestead on the southeasterly extension of the main Yeelirrie deposit. In the original radiometry of 1968, airborne anomalies of up to three times background were recorded and there is a distinctive anomaly in the 1993 radiometry that coincides with a known occurrence of calcrete. Drilling was undertaken that showed the presence of carnotite.

Uranium grades ranged up to 700 ppm over 1.5 metres. Ground water in the area has uranium contents in the range 10 to 300 ppb with the Total Dissolved Solids ranging up to 62,400 ppm. Part of this deposit is located within what is now the western portion of Exploration Licence 36/733. It should be noted that there are two bores named Little Well in the area: one is at the position shown on the accompanying map with the other being in the western part of Exploration Licence 36/733. Positional ambiguities deriving from the original source documents remain a possibility.

Zeus Resources Limited

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PREVIOUS EXPLORATION

Exploration 1970 to 1971

A small area was explored near what is now the west central corner of Exploration Licence 36/733.

Anomalous radioactivity was observed in the area with samples collected from three shallow pits returning 300 ppm uranium. As follow up, a series of 244 shallow auger holes were drilled with fourteen of these giving uranium contents exceeding around 0.038%.

Subsequently, nineteen percussion holes were drilled for a total of some 120 metres. Samples were taken over approximately 1.5 metre intervals and were analysed for uranium. Fifteen of these holes returned greater than 100 ppm uranium with the highest result being 700 ppm.

It was noted that the uranium occurred preferentially in the near surface environment at or near the top of the calcrete.

Exploration 1972 to 1974

Activities were concentrated on an area that covers the southeastern portion of Exploration Licence 36/733 as well as extending to the east.

In the first year, exploration comprised reconnaissance work.

During the 1973 to 1974 period, geological mapping was completed with subcropping calcretes being noted. In addition, 28.6 line kilometres of ground radiometry on a 400 metre by 50 metre grid were completed with highest results being around 45 cps and with 31 auger drillholes for 263.5 metres being completed along with partially successful down hole radiometric logging. In all, nine samples from one hole were analysed for uranium and vanadium along with calcium, magnesium and silicon dioxide with an additional 25 samples from four holes also being analysed for these latter three chemical species. Maximum uranium content from the samples analysed was 2 ppm with highest vanadium content being 100 ppm.

Low radioactivity levels were noted from the down hole logging and low uranium from the limited sampling.

Ten groundwater samples were collected from the nine holes plus a well and were analysed for uranium. Results were regarded as unreliable: the highest value was 70 ppb. This result is not shown on the accompanying illustration. A petrological sample was also collected.

Exploration 1972 to 1982

The main Yeelirrie uranium deposit was discovered as a result of following up an anomaly from 1968 airborne radiometric data. The present Yeelirrie South Property is a southeastern extension of the Yeelirrie deposit: the latter is held by an explorer other than Zeus Resources Limited.

Zeus Resources Limited

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In a report from 1980, data were presented on the carnotite solubility index and uranium contents of water from bores in the Yeelirrie area. As might be expected, the carnotite solubility index in the vicinity of the known deposit was generally around zero indicating that the carnotite in this area was precipitating or stable. Uranium contents were around 100 ppb in the ground water. A cluster of bores with negative carnotite solubility indices are located near what is now the western tenement of Exploration Licence 36/735.

Exploration 1972 to Date

Although not carried out for mineral exploration purposes, records kept on the water quality and other data from bores in the Yeelirrie South area provide indications of potentially mineralised areas. One form of data is potentially useful. Although none of the elements of direct interest in uranium exploration are determined in a water quality analysis, the Total Dissolved Solids are determined.

Bores where the Total Dissolved Solids were greater than 5000 mg/l are shown on the accompanying illustration. As can be seen, some of them coincide with the position of the main Yeelirrie uranium deposit with others being on the downstream extension of the drainage to the southeast within or in the vicinity of the present eastern tenement. All of these bores may be sited on previously unexplored portions of the main drainage where evaporative processes may have been sufficiently active to result in the formation of calcrete and possibly uranium deposits.

Exploration 1975

A large but unspecified area had been explored by reconnaissance mapping and ground scintillometry. On this basis, a number of areas were selected for follow up of which one was located in what is now the southwestern portion of Exploration Licence 36/733 in the vicinity of the southernmost Little Well.

Ground radiometry gave anomalies of two to three times background. Follow up work consisted of 47 shallow percussion holes for a total of around 495 metres. Samples were collected over approximately 1.83 metre intervals. Uranium levels on analysis were generally low with the highest result being reported as 26 ppm. The more elevated grades tended to be associated with calcrete and to occur to the north.

Although calcrete was present to thicknesses of 28 metres, geologically the area explored was located within and on the northern margin of a playa lake rather than in a main valley drainage.

Exploration 1985 to 1986

A number of areas were explored of which one was in what is now the central portion of Exploration Licence 36/733 but extending beyond its boundary to the east. In this case, although the exploration was for uranium, the target was not the calcrete hosted type but a style of mineralisation that can form at reduction/oxidation interfaces. The area investigated was therefore outside the drainage line where calcrete is known to be present.

Three holes were drilled for 116 metres. Radiometry was carried out down two of the holes but the equipment was considered to be malfunctioning and the results therefore not reliable. A

Zeus Resources Limited

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portable spectrometer was used on samples but no anomalous readings were obtained: the samples do not appear to have been analysed.

The westernmost hole is within the area now covered by Exploration Licence 36/733 but the eastern two are outside.

The holes intersected mainly fine to medium grained sediments overlying granite bedrock with very minor calcrete being intersected in the easternmost hole.

Exploration 1993

Ground water investigations were conducted as part of an assessment of water supply for a nearby mining operation. Part of the area covered was in what is now the northern portion of the present Exploration Licence 36/733. The presence of calcrete was noted as well as the high salinities in some of the boreholes.

Exploration 1995

During 1995, a ground gravity survey was conducted over a relatively large area with readings being largely restricted to existing access routes such as tracks and fencelines. Two traverse lines from this survey are located in what is now the northern part of Exploration Licence 36/735 and just inside the western boundary of the tenement. Overall, the data were reported as detecting gravity lows considered to be indicative of palaeo channels but no interpretation was provided.

Exploration 2005 to 2009

An area was explored that covered virtually all of the two tenements that comprise the Yeelirrie South Property as well as extending somewhat to the northwest and west and considerably to the south.

After evaluation of geophysical data, two aircore drilling programmes were undertaken over the period 2005 to 2007 for an aggregate of 132 holes for 1873 metres. Initial sampling was over five metres with one metre follow up. Around 32 holes from the first programme and two from the second programme were within what is now Exploration Licence 36/735. Uranium analyses were generally subdued with the highest results being 5 metres at 15.2 ppm from the northeast of the tenement and 1 metre at 13.6 ppm uranium from the western boundary.

Within the present Exploration Licence 36/733, around 65 holes were drilled in the southern half of the tenement. Three holes in the southeast part of the tenement gave moderately elevated uranium analyses ranging from 49 to 67 ppm, each over a two metre interval.

A further 8 holes for 249 metres were completed in middle 2008. The location of this work is not apparent from sources but was probably north of Exploration Licence 36/735.

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Exploration 2009

The water samples collected were analysed for a large number of elements some of which are relevant to the uranium potential of the Yeelirrie South Property. The foremost of these elements was uranium but the vanadium content was also determined: vanadium is a constituent of carnotite, the predominant uranium mineral in calcrete deposits.

Uranium contents of water wells in the area of interest are given on the accompanying illustration. Maximum uranium content was 70 mg/l: such a result is elevated relative to the mean uranium water content of around 14 mg/l with a standard deviation of some 37 mg/l. As can be seen, the elevated result is to the east of Exploration Licence 36/733.

Exploration by Zeus Resources Limited 2010 to Date

Other than a field inspection, activities have mainly comprised the sourcing and compilation of historical data. Data coverage was not restricted only to the two tenements in which Zeus Resources Limited has an interest but has covered the general area of the Yeelirrie palaeodrainage so as to place the uranium exploration potential in a broader context.

In the middle part of 2012, a ground gravity survey on a sequence of east-west lines was undertaken over the two Exploration Licences 36/733 and 36/735. The data have not yet been interpreted.

PROSPECTIVITY

The Yeelirrie South Property covers part of the southeastern extension of the palaeo channel on which the Yeelirrie uranium deposit is located that is owned by an explorer other than Zeus Resources Limited. This area has been known to be mineralised since the 1970s when it was termed the Little Well deposit although some positional ambiguity exists because there are two bores named Little Well shown in sources.

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PROPOSED EXPLORATION

Year 1 exploration budget for Yeelirrie South is $376,000 which covers drilling plus limited geochemistry. The drilling would be continued in Year 2 with the intention of estimating a resource at an all up cost of $212,000. Total budget for the two years is thus $588,000.

NORTH MUSGRAVE

LOCATION AND ACCESS

North Musgrave Property is located in the far east of Western Australia near the Northern Territory border. The property is around 1330 kilometres eastnortheast of Perth or some 830 kilometres northeast of Kalgoorlie.

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Figure 4 North Musgrave

The property is traversed by the Gunbarrel Highway which commences at the settlement of Wiluna, although this portion is noted as abandoned. Alternative access is by way of the Great Central Road from the town of Leonora to Giles Station and then west along the Gunbarrel Highway.

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TENEMENT

The North Musgrave Property consists of a single Exploration Licence Application 69/2362.

Total area of the North Musgrave Property is around 155 square kilometres.

GEOLOGY

Local Geology

Much of the property area is covered by Quaternary and Tertiary detrital deposits. Beneath these surficial deposits are Permian Canning Basin sediments overlying Proterozoic Amadeus Basin sedimentary sequences that crop out to the east of the property.

The tenement covers much of the Van Der Linden Lakes: at these lakes, calcrete is associated with the drainage system.

Mineralisation

Interpretation of radiometry data suggests that the sediments of the Van Der Linden Lakes are responsible for uranium channel anomalies that warrant follow up for calcrete hosted uranium deposits.

PREVIOUS EXPLORATION

Exploration by Cazaly Resources Limited 2007 to 2010

The radiometry part of geophysical data released by the Geological Survey of Western Australia in 2007 shows that uranium channel radiometric anomalies are present in the tenement of North Musgrave.

On the North Musgrave Property, the anomalies occur over a 12 kilometre distance along the Van Der Linden Lakes at the northern limit of a large Cainozoic calcrete body.

The anomalies are shown schematically on the accompanying illustration.

Exploration by Zeus Resources Limited 2010 to Date

Activities have comprised the sourcing and compilation of historical data. Data coverage was not restricted only to the tenement in which Zeus Resources Limited has an interest but has covered the general area so as to place the uranium exploration potential in a broader context.

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PROSPECTIVITY

In view of their geological setting, these anomalies are considered probably to represent uranium hosted by calcrete on a palaeo drainage: the anomalies well warrant further exploration.

PROPOSED EXPLORATION

Geophysics and geochemistry would be undertaken at the North Musgrave Property during the first year of exploration at an estimated cost of $149,000. Drilling with a view to resource estimation would be undertaken during the second year at a budgeted cost of $202,000. Total cost for the two years of exploration is thus $351,000.

PERCIVAL LAKES

LOCATION AND ACCESS

The Percival Lakes Property covers a large area in the Pilbara Mineral field of Western Australia. The property is aligned with the long axis of the Percival Lakes drainage system.

The few access tracks shown on the map in this area are indicated as being unused with the implication that they are in poor condition.

TENEMENTS

Six contiguous Exploration Licence Applications comprise the property: numbers are 45/3027 to 3031 inclusive and 45/3238. The licences have a combined area of around 3300 square kilometers.

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Figure 5 Percival Lakes

GEOLOGY

Regional Geology

The property is located within the Kidson Sub Basin of the Canning Basin with the bedrock sequence consisting of Palaeozoic sediments overlying Precambrian basement of gneiss, schist and igneous rocks.

Mineralisation

Percival Lakes’ drainage system has extensive development of detritals, gypsum and calcrete. Uranium potential is considered to be present associated with the calcrete similarly to other deposits in Western Australia. Away from the drainage line, sediments are present that conceal older calcrete deposits and also carbonaceous sediments that are also known to act as hosts for uranium mineralisation as in the deposits in the present Narnoo Property where the uranium is adsorbed on to organic material at an oxidation-reduction interface. Uranium mineralisation is also known to form in sandstones and thus the bedrock sedimentary sequence is also a potential target.

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PREVIOUS EXPLORATION

Exploration 1990 to Date

Although not carried out for mineral exploration purposes, records kept on the water quality and other data from bores in the Percival Lakes vicinity provide indications of potentially mineralised areas. One form of data is potentially useful. Although none of the elements of direct interest in uranium exploration are determined in a water quality analysis, the Total Dissolved Solids are determined.

There are few water bores in the Percival Lakes vicinity for which analyses have been carried out: those few are mainly located around the tenements rather than being within them.

Bores where the Total Dissolved Solids were greater than 1000 mg/l are shown on the accompanying illustration. As can be seen, four results with high Total Dissolved Solids are situated immediately east of the property. These could represent bores that have intersected palaeo drainages feeding in to the Percival Lakes system where concentration of the ground water has gone far enough to result in high Total Dissolved Solids and the possible formation of calcrete and potentially uranium. Note that these bores are located to the east of the Shoesmith Cliff area.

Exploration 1997 to 1998

Diamond exploration was carried out on the property comprising aeromagnetometry and the drilling of 18 mainly aircore holes on seven aeromagnetic anomalies none of which appear to be within the present property although the ground explored straddles the area.

Diamond exploration results were negative with no indicator minerals or kimberlite being identified. The main relevance of this work is in basic geology in that calcrete and carbonaceous horizons were identified: both are potential host sediments for uranium mineralisation.

Exploration by Riverrock Energy Ltd 2008 to 2010

Evaluation of the airborne uranium radiometry over the area has delineated elevated uranium areas that mirror the main drainage system of Percival Lakes. Six targets have been defined in the Shoesmith Cliffs area of the property that are considered to warrant investigation.

Exploration by Zeus Resources Limited 2011 to Date

Airborne radiometry data were acquired for the entire Percival Lakes Property area and targets were delineated from the uranium channel. The previously existing targets of the Shoesmith Cliffs area were confirmed with other targets extending through the property to the western end of Exploration Licence Application 45/3029 being additionally delineated. All of these radiometry targets are shown on the accompanying illustration.

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PROSPECTIVITY

The few water bores located east of the property have elevated Total Dissolved Solids in the ground water.

The entire Percival Lakes drainage system is prospective for uranium mineralisation and thus warrants further exploration.

PROPOSED EXPLORATION

During the first year of exploration at Percival Lakes, establishment of access to this remote location would be the main activity at a cost of $480,000. Second year exploration would comprise geophysics, geochemistry, drilling and if warranted resource estimation at a cost of $1,279,000. Total cost for the two years of exploration is thus budgeted at $1,759,000.

NARNOO

LOCATION AND ACCESS

Narnoo Property is located in the North East Coolgardie and Mt Margaret Mineral Fields some 235 kilometres eastnortheast of the town of Kalgoorlie. Access to the area is by way of the Yarri Road that runs northeast from Kalgoorlie, turning off on to the Kurnalpi-Pinjin Road some 28 kilometres from Kalgoorlie. After 143 kilometres and shortly before reaching Pinjin Homestead, the Nippon Highway runs east for 130 kilometres to the property area. Access to the individual portions of the property is via tracks that were constructed during the early exploration of the area although they have been upgraded in more recent years.

TENEMENTS

The Narnoo Property consists of three blocks of tenements distributed on a northeasterly orientation over some 90 kilometres. In the northeast, the tenement block comprises Exploration Licences 39/1401, 1683 and 1687 and Exploration Licence Application 39/1689. Area of this portion of the property is around 765 square kilometres.

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For the two blocks of the southwestern portion of the property, each one comprises a single Exploration Licence being 28/2096 and 28/2097 in the east and west respectively. The respective areas of these two tenements are approximately 90 and 30 square kilometres.

Total area of the Narnoo Property is thus some 885 square kilometres.

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Figure 5 Narnoo

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GEOLOGY

Regional Geology

The Narnoo Property is located in the southwest portion of the Officer Basin where palaeo channels are incised in to flat lying Paterson Formation mudstone of Carboniferous to Permian age. The Paterson Formation is in turn underlain by granitoid and metamorphic rocks of Archaean and Proterozoic age.

Local Geology

In the palaeo drainages, sediments of Tertiary age overlie the Paterson Formation bedrock. The basal unit is gravel that fines upwards in to fine sand. This unit is conformably overlain by interbedded fine grained sediments that are rich in organic matter and include peat. The top part of this sequence is usually oxidised and is overlain in turn by quartz sediments and Quaternary alluvium and aeolian sand.

Mineralisation

Uranium mineralisation occurs in the organic rich portions of the Tertiary sedimentary sequence being localised at the interface between the oxidised and reduced portions of the sequence.

Source of the uranium is considered to be the uranium rich granitoids and metamorphic rocks of Archaean and Proterozoic age. Uranium was transported to the deposition areas in oxygenated surface waters. At the reduction-oxidation interface, the uranium was adsorbed on to the organic matter of the Tertiary sediments. A consequence of this adsorbtion process is that the uranium grade tends to be higher in the more highly carbonaceous sediments. Due to continuing oxidation of the organic matter, the uranium would be remobilised and re-adsorbed at the new reduction-oxidation interface giving rise to radium daughter product strand lines within the oxidised sediments. The uranium is noted to be in disequilibrium with its daughter products in the deposits.

From exploration work carried out in the 1970s and 1980s, three such uranium deposits called Emperor , Shogun and Ambassador were discovered that are now owned by a party other than Zeus Resources Limited: these deposits are shown on the accompanying illustration along with the palaeo channels that have been interpreted.

Uranium has also been identified in basal conglomerate of the Paterson Formation

PREVIOUS EXPLORATION

Exploration 1978 to 1987

During the period, a very large but fluctuating area was explored, portions of which overlap what is now Exploration Licence 28/2097, a small northwestern part of Exploration Licence 28/2096 and the extreme southwestern part of Exploration Licence 39/1683.

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Exploration efforts were on a considerable scale although due to the overlapping and in some instances incomplete reports it is difficult now to derive definitive exploration statistics. However, at minimum the following activities were completed:

Ground geophysics including seismic, gravity, magnetometry, IP and EM surveys.
Soil helium gas sampling survey.
Mapping and sampling.
RC drilling comprising 1356 holes for some 88,803 metres.
Diamond core drilling of 410 holes for some 19,291 metres including precollars
Rotary mud drilling of three holes for a total of 241 metres.
Analysis of drilling samples and other samples
Down hole radiometric logging of drillholes
Costeaning
Palynological studies
Hydrogeological studies
Water sampling
Aerial photography
Petrology
Heavy mineral concentration
Mineral processing testwork
Reconnaissance biogeochemical survey
Environmental studies
Resource estimation
Prefeasibility studies

The exploration model was uranium at the reduction/oxidation interface in peneconcordant carbonaceous lacustrine and fluviatile sediments of Cretaceous and Tertiary age in the southwest part of the Officer Basin.

Exploration during the early 1980s resulted in the interpretation of the presence of palaeo channels. One of these was considered to be present just to the west of Exploration Licence 28/2096 with another being on the western boundary of Exploration Licence 28/2097.

Much of the work was undertaken in exploration of what became known as the Emperor, Shogun and Ambassador uranium deposits that are shown on the accompanying illustration but that are owned by a party other than Zeus Resources Limited. However, some work overlapped the present tenemented area, especially the early activities.

Six RC drillholes from the 1979 to 1982 period were located in what is now Exploration Licence 28/2096. One hole in the north appears to have given a reading of 110 cps from down hole radiometry.

Another six RC holes from the same period were within or immediately adjacent to Exploration Licence 28/2097. All the holes intersected Permian mudstone at depth. Down hole gamma ray logging was undertaken with determinations ranging up to 126 cps open hole. North of the present tenement, presumably located on the westernmost of the interpreted palaeo channels, a result of 222 cps was obtained from a drillhole.

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One drillhole was located in the southwestern corner of Exploration Licence 39/1683. This hole went to 197.2 metres. From the log it seems that the highest total count was around 170 cps from 15 metres depth in a surficial clay rich kaolinite. Other subordinate radiation peaks were also present.

Exploration 1979 to 1980

Exploration was undertaken on an area that now covers a portion of the central part of Exploration Licence 39/1683.

Target of the exploration was a pyritic and uraniferous quartz pebble conglomerate at the base of the Paterson Formation.

Activities comprised 8 holes for 795 metres of mainly air core drilling with down hole gamma ray geophysical logging also being carried out. Petrology was completed on samples and geophysical techniques including magnetometry, gravity, resistivity and seismic were trialled.

The highest gamma ray logging result was 165 cps over 2 metres depth from 82 metres in one hole. Logging was undertaken inside the drill rods and was reported as equivalent to 75 ppm uranium. The 82 to 92 metre interval of this hole was all anomalous with an average of 62 ppm uranium. Similarly anomalous results were obtained from other holes.

Trace amounts of uranium were also found to have accumulated in the laterite and at the base of oxidation.

Note that a drillhole location map shows many more than 8 holes being present in the area examined: the additional holes may be attributable to earlier drilling before title to the area was established.

Exploration 1984 to 1987

During the period, considerable exploration was undertaken over an area that covered what is now Exploration Licence 28/2097 as well as extending to the north, west, south and east: the eastern extremity of the area covered the western portion of current Exploration Licence 28/2096 but no work appears to have been undertaken in the area.

Activities included gravity surveys, magnetometry surveys, ground radiometry, palynology and aircore and RC drilling with down hole gamma ray logging surveys to select samples for chemical analyses.

In the data sources, reporting is incomplete and internal contradictions exist on the amount of work undertaken and the results.

At least several hundred holes were drilled: of these around 60 for nearly 3000 metres are within the present Exploration Licence 28/2097 mainly in the west and centre. A large proportion of these holes intersected prominent gamma ray peaks generally at locations down hole where a transition from an oxidizing to a reducing environment was encountered within a lignite sequence. Unfortunately, no scale was provided for the gamma ray trace and the maximum result can not therefor be reported.

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Selected samples were analysed for uranium and thorium and a suite of five other elements comprising yttrium, strontium, rubidium, lead, bismuth and gold. The highest U3O8 result obtained from a one metre sample was 1400 ppm: several other sample analyses returned similar albeit somewhat lower values of a few hundred ppm U3O8.

This work demonstrated the existence of a palaeo channel on the present Exploration Licence 28/2097.

Exploration 1988 to Date

Although not carried out for mineral exploration purposes, records kept on the water quality and other data from bores in the Narnoo area provide indications of potentially mineralised areas. One form of data is potentially useful. Although none of the elements of direct interest in uranium exploration are determined in a water quality analysis, the Total Dissolved Solids are determined.

There are very few water bores in the Narnoo area for which analyses have been carried out.

Bores where the Total Dissolved Solids were greater than 2000 mg/l are shown on the accompanying illustration. As can be seen, two remarkably high results approximately coincide with the position of the palaeo drainage on which the Emperor, Shogun and Ambassador uranium deposits occur that are being explored by a party other than Zeus Resources Limited. One other bore with high Total Dissolved Solids is situated immediately northeast of the northernmost tenement block. This is in a poorly explored area. The information implies that there may be sediment hosted uranium in the vicinity that is obscured by geologically recent cover, possibly an extension of the palaeo drainage in the north that trends towards this area.

Exploration 2006 to 2009

An area was held that covered what is now the southeastern portion of Exploration Licence 39/1683 as well as extending somewhat to the south. No field work appears to have been carried out other than reconnaissance visits.

Exploration 2007 to 2008

In the middle of 2007, a combined airborne magnetometry, spectrometry and digital terrain survey was flown over a large area that covered part of the northeastern tenement block of the Narnoo Property, specifically the western area of Exploration Licences 39/1683 and 1687 and Exploration Licence Application 39/1689 and extended considerably to the northwest. Readings were collected on 150 metre spaced flight lines orientated east-west. Sensor height was 30 metres.

In view of the virtually ubiquitous surficial cover, the spectrometry was acknowledged to be of limited utility as it has very restricted depth penetration. What is now the southwestern portion of Exploration Licence 39/1683 was however considered to exhibit some evidence for uranium mineralisation possibly within an east-west orientated palaeo channel.

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In early 2008, a magnetic and spectrometry survey was flown over what are now Exploration Licences 28/2096 and 2097: the data were processed. The limited utility of this geophysics due to surficial cover was acknowledged.

Within Exploration Licence 28/2097 and the adjacent area, aircore drilling of 25 holes for 949 metres was undertaken during the middle 2008 period. Twenty of these holes were located within the current tenement in the northwestern part with five being outside. Samples collected from the drilling were scanned by portable spectrometer to enable the selection of samples for analysis.

One of the holes within the present Exploration Licence 28/2097 intersected elevated uranium in calcrete and clay: the highest result over one metre was 187 ppm. Two other holes within the tenement intersected lignite sequences: the most elevated result was 168 ppm uranium.

This work confirmed the existence of an extension of the known palaeochannel within Exploration Licence 28/2097.

Exploration by A1 Minerals Limited 2007 to 2010

An area was held that covers much of the western part of the present Exploration Licence 39/1683 along with Exploration Licence 39/1687 and Exploration Licence Application 39/1689 and Exploration Licences 28/2096 and 2097. No work additional to the geophysical interpretation and limited drilling carried out by the previous explorer appears to have been completed, however.

Exploration by Zeus Resources Limited 2010 to Date

Other than a field inspection, activities have mainly comprised the sourcing and compilation of historical data. Data coverage was not restricted only to the tenements in which Zeus Resources Limited has an interest but has covered the general area so as to place the uranium exploration potential in a broader context.

In the middle part of 2012, a ground gravity survey on a sequence of east-west lines was undertaken over Exploration Licences 28/2096 and 28/2097 and Exploration Licence 39/1401. The data have not yet been interpreted.

PROSPECTIVITY

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other than Zeus Resources Limited. Recent geophysical exploration over part of the northeastern area was considered to show evidence for possible uranium mineralisation and an earlier explorer obtained samples with anomalous uranium in a conglomerate but this northeastern area has not undergone systematic ground investigation.

PROPOSED EXPLORATION

Year 1 exploration at Narnoo would consist of geophysics and drilling for a cost of $946,000. The drilling would be continued in the Year 2 exploration with resource estimation being carried out if warranted: cost of the Year 2 activities would be $810,000. Cost of the two years of exploration is thus budgeted at $1,756,000

MORTIMER HILLS

LOCATION AND ACCESS

Mortimer Hills Property is located in the Gascoyne Mineral Field of Western Australia approximately 290 kilometres east of the town of Carnarvon.

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Figure 7 Mortimer Hills

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Access from Carnarvon is by way of the in parts paved Carnarvon-Mullewa Road that runs east from Carnarvon through the settlement of Gascoyne Junction. Some 78 kilometres east of Gascoyne Junction near Dairy Creek Homestead, the unsurfaced Cobra-Dairy Creek Road runs north some 85 kilometres to Yinnetharra Homestead. From thence, station and old exploration tracks run east and north to the property.

TENEMENT

Exploration Licence 9/1618 constitutes the Mortimer Hills Property and has an area of around 190 square kilometres.

GEOLOGY

Local Geology

The Mortimer Hills Property is located in the Gascoyne Complex consisting of late Proterozoic granitoids intruded in to the Palaeoproterozoic Morissey Metamorphic Suite. These rocks are unconformably overlain by sedimentary rocks ranging to Mesoproterozoic in age.

Tertiary laterite and calcareous sediments overlie the bedrock units with Quaternary colluvium being present.

Mineralisation

A number of uranium occurrences have been identified in the property area. Uranium is known to occur in green clays of the saprolite horizon, in intrusive pegmatites, in ferruginous veins associated with pegmatite, in a quartz vein associated with a dolerite intrusive, in calcrete, in quartz limonite veins and in limonitic stratigraphic units.

Probably the most prevalent form of uranium mineralisation is that associated with calcrete but this was of only limited interest to earlier explorers and the deposits had little work carried out on them.

PREVIOUS EXPLORATION

Exploration 1956 to Date

Although not carried out for mineral exploration purposes, records kept on the water quality and other data from bores in the Mortimer Hills vicinity provide indications of potentially mineralised areas. One form of data is potentially useful. Although none of the elements of direct interest in uranium exploration are determined in a water quality analysis, the Total Dissolved Solids are determined.

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There are several water bores in the Mortimer Hills vicinity for which analyses have been carried out: these are mainly located around the tenement or on its margin rather than being within the property.

Bores where the Total Dissolved Solids were greater than 2000 mg/l are shown on the accompanying illustration. As can be seen, three results with high Total Dissolved Solids are situated to the east of the property and to the southwest and west being 10000, 6567 and 7586 mg/l respectively. Note that the last of these three results is on the Thirty Three River with the others being on the Thomas River drainage. The results thus imply that these two drainages contain brines that have been concentrated that may have led to the precipitation of calcrete and possibly uranium. This inference is confirmed for the Thirty Three River for calcrete which was observed during the site visit that was made to the area by the author.

Exploration 1973

Exploration was conducted over a small area on the Thomas River in the east central portion of the present property. Activities were follow up to an earlier airborne radiometry survey and included reconnaissance ground radiometry over 1.5 line kilometres, detailed ground radiometry over 2.5 line kilometres and the collection of 112 soil samples that were analysed for uranium.

Anomalous results were returned by green clays in the soil profile with results up to 1200 cps and 1026 ppm uranium.

Exploration 1973 to 1974

Exploration was carried out over a considerable area that mainly lies southeast and south of the present tenement.

Anomalies generated from airborne geophysics comprising radiometry and magnetometry were investigated on the ground including by rotary percussion drilling and costeaning. Exact positioning of these anomalies is now not easy due to the lack of co-ordinates on the original maps. The anomalies relevant to the current tenement are shown on the accompanying illustration but it should be borne in mind that their precise positions are in doubt and will need to be confirmed. This applies to much of the work by the explorers of this early period.

Many of the targets were south of the present area. Most of these were attributed to occurrences of uranium in calcrete, the opinion being expressed that these were widespread in the area.

Two granite associated targets are located in what is now the western part of the present tenement or nearby. The easternmost of these two targets is almost certainly within Exploration Licence 9/1618. Two iron oxide veins were located on a pegmatite margin that returned maximum surface counts of around 500 to 1600 cps with a sample returning 803 ppm uranium. The westernmost target which is probably outside the present area gave an average of around 170 cps over leached and mineralised granite.

Primary uranium mineralisation of possible gummite and pitchblende was identified in a beryl and tourmaline bearing pegmatite in the west central portion of the present tenement.

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Exploration 1974 to 1978

The data presented by the explorer are poorly organised with locations being difficult to identify precisely due to a lack of co-ordinates and geographic features.

In 1975, broad based exploration was carried out over areas that are now largely within the present Mortimer Hills Property. Activities comprised airborne radiometry and magnetometry along with aerial photography interpretation. Two samples from unrecorded locations returned 90 ppm uranium and uranium minerals were identified in two pegmatite samples. What are presumed to have been two different locations were followed up in 1976 by percussion drilling of one hole at each location. One location appears to lie within the present area and the second outside it to the southeast. Analyses of 15 samples from various locations were completed with the best results being up to 440 ppm uranium that was associated with granite.

During 1976, more detailed work was completed on specific areas: the work comprised detailed ground magnetometry, trenching, the drilling of 6 percussion holes (also described as core holes) for 192 metres and the submission of 18 samples for analysis for uranium and thorium. This work resulted in the delineation of low order anomalous radiometry survey results probably in the southwest of the present area of up to 150 cps with similar readings for a location probably in the east central part of the present area.

Further work during 1977 comprised ground radiometry and the drilling of 192 vacuum holes for 1060.65 metres on a number of targets many of them to the east of the present area. Drilling on the three targets probably within the current area comprised around 57 holes for 301.65 metres. Not all the drillholes were open when down hole geophysical logging was undertaken later. In general, anomalous cps readings were obtained from the near surface portions of the holes with the highest reading being 110 cps: this was well above background.

In addition, 24 samples were analysed for uranium and in general thorium with the best result being 460 ppm uranium although from outside the present area. The locations of many of these samples are not readily apparent.

A large area covering much of the central portion of the current area was explored during 1977. Geological mapping was completed along with 110 line kilometers of ground radiometry. Percussion drilling comprised 6 holes for 518 metres: of these, three holes were drilled on two prospects probably now within the current area. One of these prospects, a quartz limonite vein with readings of more than 500 cps from the ground radiometry returned 95 cps in the top one metre of the hole. Samples analysed for uranium and thorium consisted of 26 surface samples and around 108 drill samples from vacuum holes. Many samples returned anomalous results of several hundred ppm uranium with a highest result of 440 ppm but the exact locations of these are not readily apparent. At least some samples were also analysed for base metals. Petrography was also completed.

Approximately contemporaneously with all of the above work, exploration was carried out on a number of smaller areas that are now within the Mortimer Hills Property.

In 1974, exploration over a pegmatite occurrence probably in the western portion of Exploration Licence 9/1618 comprised ground magnetometry and the chemical analysis of one sample. Up to 1500 cps were recorded with the sample returning 330 ppm uranium. A pit was dug to 1.2

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metres depth in 1975. Secondary uranium was observed in fractures in fresh pegmatite. Later in 1976, two percussion holes for 84 metres were drilled and radiometrically logged: highest reading was in excess of 500 cps. Drill samples were analysed for uranium and thorium. The highest analysis was 150 ppm uranium. Additional geological mapping and ground radiometry were subsequently completed along with 28 vacuum holes for 128 metres and 4 percussion holes. The drilling confirmed the presence of geochemically anomalous uranium in the pegmatite with results up to 330 cps and 120 ppm uranium although data are incomplete. Petrography also appears to have been carried out.

Also in 1974, another small area in the west was explored. Uranium mineralisation was considered to be present in a quartz vein associated with a dolerite intrusive. Ground radiometry was carried out over 24 hectares. Percussion drilling comprised the completion of 5 holes for 297 metres. Samples were collected over one metre intervals and radiometrically examined but apparently not analysed. Best result was 1000 cps. Down hole gamma logging was reportedly undertaken later.

An area probably in the extreme east of the present tenement was explored in 1975. A detailed ground radiometry survey was completed that returned up to 900 cps. Trenching was undertaken with radiometric surveys being completed along the walls and portions being channel sampled. Results up to 316 ppm uranium were obtained. Subsequently in 1976, exploration was extended to the northwest with geological mapping, detailed radiometry, digging of 7 trenches for 380 linear metres, drilling of 122 vacuum holes for 730 metres and the drilling of 3 core holes for 623 metres.

The trenches were radiometrically scanned and zones of interest were channel sampled. The highest uranium result was 480 ppm. Samples from the vacuum drilling were analysed and returned elevated results from near surface material up to 500 ppm uranium: the presence of travertine was noted implying a calcrete association. The core holes returned a maximum uranium content of 90 ppm associated with a granitic rock.

Exploration 1975 to 1976

A small area that covered five radiometry targets was explored in what is now the east central part of the present tenement. Exploration work comprised geological mapping, ground radiometry, four trenches and grab sampling and the drilling of 12 percussion holes for 322 metres. Samples do not appear to have been collected over the entire length of the holes: individual sample lengths were one metre.

Elevated uranium results were obtained from certain of the potential targets. A result of 1120 ppm U3O8 was obtained from a calcareous grab sample at Target 1 with the three trench samples also collected at this location ranging from 380 to 635 ppm U3O8. The drillhole samples were generally relatively low in uranium: the best result was 65 ppm from Target 5.

There was an association of elevated uranium with calcrete although a ferruginous shale was also intersected at around 20 metres depth that returned elevated base metal results up to 680 ppm copper, 1950 ppm zinc and 210 ppm lead.

Water samples were collected from seven of the bore holes and analysed. The best results were Target 1 with 400 ppb U3O8 and 8550 mg/l of Total Dissolved Solids, Target 4 with 600 ppb

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U3O8 and 10,200 mg/l of Total Dissolved Solids and Target 5 with 740 ppb U3O8 and 20,900 mg/l of Total Dissolved Solids. These are highly anomalous results and suggest that this area warrants closer examination despite the relatively poor drilling results which may have been due to holes being sited to explore for bedrock uranium rather than that hosted in calcrete.

Exploration 1980

Exploration was carried out over an area that covered part of the western portion of the present area but that extended well to the west.

Activities were directed towards the investigation of skarns for the presence of scheelite. Geological mapping, stream sediment geochemistry with the collection of 68 samples and rock geochemistry involving the collection of two rock samples were carried out. In addition, the skarns were examined at night using ultra violet lamps.

Stream sediment samples appear only to have been subjected to scheelite grain counts: results were essentially negative with counts being at threshold levels. The two rock samples were analysed for tungsten and returned 3.7% and 0.7% respectively: the samples were submitted for petrographic examination.

Tungsten mineralisation was considered to be poddy and not of economic interest.

The main relevance of this exploration is the data generated on the basic geology.

Exploration 1980 to 1982

A large area was explored that covers what is now part of the eastern portion of the Mortimer Hills tenement but extending considerably to the east and south. The exploration target was uranium mineralisation associated with Archaean to Proterozoic weathering horizons.

During 1980, exploration comprised geological mapping, aerial photography and airborne radiometry, EM and magnetometry. In all, the survey resulted in the generation of more than 700 radiometric anomalies ranging from strong to weak. Purpose of the EM survey was to locate graphite bodies that can be associated with uranium mineralisation. The magnetometry was utilised principally for interpretation of the geology.

In all, 97 rock chip samples were collected for analysis and 58 such samples for petrography. The geochemical samples were analysed for uranium, thorium and the base metals copper, lead and zinc. The highest uranium result of 150 ppm was obtained well to the east of the present tenement with other results being generally low.

Work in 1981 consisted of geological mapping and the ground follow up of airborne radiometric and EM anomalies. Ground radiometry was carried out at many of the higher priority radiometric targets: it was considered that around 84% of targets were associated with recent geological materials such as weathered bedrock and detritals.

Car borne radiometry was also completed but without positive results. A geological interpretation was produced based on the aeromagnetometry data.

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Ground EM was undertaken over some of the airborne EM anomalies that had been generated.

Rock chip samples were collected: 41 of these were for petrographic examination and 32 were analysed for uranium, thorium and magnesium. An elevated uranium result of 2300 ppm was obtained from a location in the eastern part of the present tenement with an adjacent result of 540 ppm uranium. These results were noted to be from a known location with carnotite in calcrete. This is one of the targets shown on the accompanying illustration, being adjacent to the Thomas River.

A total of 15 sieved stream sediment samples were collected and analysed for uranium, thorium, tungsten, molybdenum, copper, lead and zinc with two additional panned concentrate samples being analysed for uranium, thorium, tungsten and niobium and tantalum. This work was mainly south of the current tenement and no elevated results were obtained from within the present area.

Two holes were drilled for a total of 190 metres. One hole was located immediately west of the known 2300 ppm uranium in calcrete target but was stated to have been drilled to test an EM anomaly as was the second hole some 5 kilometres to the southsoutheast. Some down hole logging was also undertaken. The causes of the EM anomalies were not identified.

Water samples were collected from both holes. The first hole although located east of the known uranium target nevertheless returned 610 ppb uranium and 22,162 mg/l Total Dissolved Solids in the ground water.

The emphasis of the exploration was on the discovery of primary or bedrock uranium deposits. Although the presence of calcrete and other sediment hosted uranium mineralisation was acknowledged, this was apparently not of interest to the then explorer.

Subsequent activities concentrated on tungsten occurrences and are not relevant to the uranium potential.

Exploration 1980 to 1981

Helicopter supported airborne radiometry delineated three targets located within the present area although the ground covered extended to both the north and the south.

One target had been detected by a previous explorer. Six percussion holes for a total of 488 metres were drilled. Uranium was present at low grade levels near surface but decreased markedly with depth.

The second target was a carbonaceous siltstone or slate from which samples with up to 330 ppm uranium, 1750 ppm copper, 3000 ppm zinc and 2000 ppm vanadium were obtained. Percussion drilling comprised 3 holes for 200 metres. Highest uranium sample result from the drilling was 85 ppm but holes were anomalous in base metals with the final four metres of one hole averaging 1.3% zinc.

Shallow drilling was commenced at the third target but does not seem to have progressed due to the presence of calcrete.

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Exploration 1993

An area was held that lies north of the present property. No map was provided in the source document so it is not possible to know the degree of overlap if any with Exploration Licence 9/1618. The pegmatite rocks of the western part of the current property were however noted along with the occurrence of uranium minerals.

No actual field work appears to have been done.

Exploration 1997 to 1998

Exploration was conducted over what is now the western part of the tenement. Activities comprised the acquisition of aeromagnetometry data and the collection of 58 BLEG stream sediment samples each of 5 kilogrammes of less than 2 mm material.

Gold and base metals were the main targets but uranium was one of the suite of twelve elements that were analysed. All samples returned less than the detection limit of 0.1 ppb except for two samples on a single drainage that contained 0.6 ppb and 0.3 ppb respectively.

Exploration 2006 to 2007

The area over which exploration was undertaken had the same limits as the current tenement.

Rock chip samples to a total of 69 were collected. The highest uranium result was 22.7 ppm from a location in the tenement east centre.

Stream sediment sampling was undertaken with one sample at an unknown location being reported anomalous in 28 elements.

Reconnaissance radiometry was undertaken with a total count of 147,852 cps and 538 uranium cps being recorded from the east centre of the area associated with calcrete near the Thomas River. Other radiometric anomalies were recorded in the same area associated with calcrete and ferruginous material. Another group of four anomalous results were obtained in the western portion of the tenement: maximum total count was 630,107 cps with uranium being 3584 cps. These anomalous results were associated with ferruginous quartz.

Exploration by Zeus Resources Limited 2010 to Date

Other than a field inspection, activities have comprised the sourcing and compilation of historical data. Data coverage was not restricted only to the tenement in which Zeus Resources Limited has an interest but has covered the general area so as to place the uranium exploration potential in a broader context.

PROSPECTIVITY

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uncertainty due to imperfections in the source data and associated maps and due to different targets having been ascribed the same names and targets being known by more than one name.

PROPOSED EXPLORATION

Geophysics and geochemistry would be undertaken at the Mortimer Hills Property during the first year of exploration at an estimated cost of $146,000. Second year activities would consist of drilling at a total cost of $159,000. Total estimated cost for the two years is thus $305,000.

RED ROCK

LOCATION AND ACCESS

The Red Rock Property is located in the Peak Hill Mineral Field of Western Australia. The Red Rock Property is 150 kilometres northwest of Meekatharra.

Access to the area is via the Meekatharra-Old Trillbar-Yarlarweelor route. This gravel road takes off from the Great Northern Highway some 10 kilometres north of Meekatharra and runs in a northerly direction to Mt Clere. At some 146 kilometres from the turn off from the Great Northern Highway, the gravel road crosses the southern boundary of the property and traverses the western portion of the tenement in a northwesterly direction. Access within the property is by way of limited tracks with across country travel being possible by four wheel drive vehicle with care.

TENEMENT

Exploration Licence number 52/2122 constitutes the Red Rock Property. The area of the property is around 53 square kilometers.

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P T Y L I M I T E D

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Figure 8 Red Rock

GEOLOGY

Regional Geology

The property is located in the Yarlarweelor Gneiss Complex. Palaeoproterozoic metamorphism was associated with the intrusion of dykes and granites with high uranium contents.

Bedrock is covered by extensive Quaternary and to a lesser degree Tertiary sediments.

Mineralisation

Two uranium mineralisation targets on the Red Rock Property are considered to be associated with bedrock occurrences with calcrete hosted mineralisation being considered to be associated with one of those targets.

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PREVIOUS EXPLORATION

Exploration circa 1980

An area was explored around 1980 that overlapped the southeast corner of Red Rock but that was mainly located further to the southeast. A secondary and later source notes that drilling exploration resulted in the intersection of primary uraninite at depth at Mica Bore a few kilometres southeast of the Red Rock tenement. Low grade gold mineralisation was also present.

The mineralisation appears to have been associated with ironstones in a mylonite zone. The relevance to Red Rock is that the mylonite has a northwest strike. Consequently, its northwesterly extension could traverse the Red Rock property.

Exploration by Northsun Resources Pty Ltd 2007 to 2010

On the Red Rock Property, early evaluation of airborne radiometric data led to the delineation of two anomalies denoted MM009 and MM010 with a third anomaly being outside the present tenement area: MM009 in the northeast was considered of high priority with MM010 being of medium priority. The targets were considered to be associated with shear zones in granite plus uranium developed in calcrete for the medium priority target MM010.

Soil sampling was conducted over the property area in the 2007 to 2008 period. A total of 1470 samples were collected inclusive of duplicates and standards.

Soil samples were analysed for a suite of 58 elements with the maximum uranium content in the entire data set being 17 ppm. Three uranium anomalies were delineated that are coincident with the most significant radiometric anomaly MM009. A fourth anomaly is located outside the present tenement area.

During 2010, a statistical analysis was undertaken on the Red Rock geochemical sampling including the quality assurance data. It was concluded that the laboratory precision was poor.

Although this finding does not necessarily entirely invalidate the geochemical survey, it does introduce a degree of uncertainty in to the definition and ranking of targets.

Exploration by Zeus Resources Limited 2010 to Date

PROSPECTIVITY

Exploration of the Red Rock Property is at an early stage but recent evaluation of radiometry has generated two targets that warrant follow up: these targets are interpreted as associated with

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shears in granite with one of the targets also being interpreted as associated with uranium in calcrete.

Soil sampling has generated a number of uranium anomalies some of which are coincident with the interpreted radiometric anomalies. A subsequent quality assurance assessment of the database suggests however that the laboratory precision was poor which thus introduces a degree of uncertainty in to the selection and ranking of targets.

Primary uraninite on a mylonite structure that may traverse the Red Rock Property has been reported.

PROPOSED EXPLORATION

At Red Rock, first year exploration would comprise geophysics, geochemistry and drilling at a total cost of $178,500 with second year exploration involving further limited geochemistry plus drilling with a view to resource estimation at a budgeted cost of $105,000. Total cost for the two years is thus $283,500.

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Martin Reynolds Director

Mackay & Schnellmann Pty Limited

12 October 2012

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BIBLIOGRAPHY

GENERAL

Anon., 1975 “A General Account of the Yeelirrie Uranium Deposit” Western Mining Corporation Limited, April 1975. (Unpublished).

Anon., 1981 “Yeelirrie Project Groundwater Investigation Phase 3” Australian Groundwater Consultants Pty. Ltd. on behalf of Yeelirrie Management Services Pty. Ltd., January 1981. (Unpublished).

Arakel, A.V., 1988 “Carnotite Mineralization in Inland Drainage Areas of Australia” Ore Geology Reviews, volume 3, pages 289 to 311, 1988.

Boyle, D.R., 1984 “The Genesis of Surficial Uranium Deposits” in Surficial Uranium Deposits, International Atomic Energy Agency, Technical Document 322, pages 45 to 52, 1984.

Butt, C.R.M., Horwitz, R.C. and Mann, A.W., 1977 “Uranium Occurrences in Calcrete and Associated Sediments in Western Australia” CSIRO Report FP.16, October 1977.

Butt, C.R.M., Mann, A.W. and Horwitz, R.C., 1984 “Regional Setting, Distribution and Genesis of Surficial Uranium Deposits in Calcretes and Associated Sediments in Western Australia” in Surficial Uranium Deposits, International Atomic Energy Agency, Technical Document 322, pages 121 to 128, 1984.

Cameron, E., 1984 “The Yeelirrie Calcrete Uranium Deposit, Western Australia” in Surficial Uranium Deposits, International Atomic Energy Agency, Technical Document 322, pages 157 to 164, 1984.

Cameron, E., 1990 “Yeelirrie Uranium Deposit” in Geology and Mineral Deposits of Australia and Papua New Guinea, Australasian Institute of Mining and Metallurgy, Monograph 14, pages 1625 to 1629, Melbourne, 1990.

Carlisle, D., 1980 “Possible Variations on the Calcrete Gypcrete Uranium Model” prepared for the United States Department of Energy, 1 January 1980.

Carlisle, D., 1984 “Surficial Uranium Occurrences in Relation to Climate and Physical Setting” in Surficial Uranium Deposits, International Atomic Energy Agency, Technical Document 322, pages 25 to 36, 1984.

Dahlkamp, F.J., 1993 “Uranium Ore Deposits” Springer-Verlag, 1993.

Dall’Aglio, M., Gragnani, E. and Locardi, E., 1974 “Geochemical Factors Controlling the Formation of the Secondary Minerals of Uranium” Symposium on the Formation of Uranium Ore Deposits, Athens, 6 to 10 May 1974.

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Dickson, B.L., 1984 “Uranium Series Disequilibrium in the Carnotite Deposits of Western Australia” in Surficial Uranium Deposits, International Atomic Energy Agency, Technical Document 322, pages 165 to 170, 1984.

Fulwood, K.E. and Barwick, R.E., 1990 “Mulga Rock Uranium Deposits, Officer Basin” in Geology and Mineral Deposits of Australia and Papua New Guinea, Australasian Institute of Mining and Metallurgy, Monograph 14, pages 1621 to 1623, Melbourne, 1990.

Hambleton-Jones, B.B., Heard, R.G. and Toens, P.D., 1984 “Exploration for Surficial Uranium Deposits” in Surficial Uranium Deposits, International Atomic Energy Agency, Technical Document 322, pages 61 to 64, 1984.

Haycraft, J.A., 1976 “Sampling of the Yeelirrie Uranium Deposit Western Australia” the Australasian Institute of Mining and Metallurgy, Symposium on Sampling Practices in the Mineral Industries, Melbourne, September 1976.

Krische, E.U. and Quiel, F., 1984 “The Application of Supervised Classification to Landsat Data in the Exploration for Surficial Uranium Deposits - an Example from Western Australia” in Surficial Uranium Deposits, International Atomic Energy Agency, Technical Document 322, pages 65 to 69, 1984.

Langford, F.F., 1974 “A Supergene Origin for Vein-Type Uranium Ores in the Light of the Western Australian Calcrete-Carnotite Deposits” Economic Geology, volume 69, pages 516 to 526, 1974.

Mann, A.W. and Deutscher, R.L., 1978 “Genesis Principles for the Precipitation of Carnotite in Calcrete Drainages in Western Australia” Economic Geology, volume 73, pages 1724 to 1737, 1978.

Mann, A.W. and Deutscher, R.L., 1978 “Hydrogeochemistry of a Calcrete-Containing Aquifer near Lake Way, Western Australia” Journal of Hydrology, volume 38, pages 357 to 377, 1978.

Mann, A.W. and Horwitz, R.C., 1979 “Groundwater Calcrete Deposits in Australia: Some Observations from Western Australia” Journal of the Geological Society of Australia, volume 26, pages 293 to 303, 1979.

Mann, A.W., 1974 “Chemical Ore Genesis Models for the Precipitation of Carnotite in Calcrete” CSIRO, October 1974.

Middleton, W.G., 1984 “An Assessment of the Use of Hydrogeochemistry in Exploration for Calcrete Uranium in Australia” in Surficial Uranium Deposits, International Atomic Energy Agency, Technical Document 322, pages 75 to 79, 1984.

Otton, J.K., 1984 “Surficial Uranium Deposits: Summary and Conclusions” in Surficial Uranium Deposits, International Atomic Energy Agency, Technical Document 322, pages 243 to 247, 1984.

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Pagel, M., 1984 “Petrology, Mineralogy and Geochemistry of Surficial Uranium Deposits” in Surficial Uranium Deposits, International Atomic Energy Agency, Technical Document 322, pages 37 to 44, 1984.

Sanders, C.C., 1974 “Calcrete in Western Australia” Geological Survey of Western Australia, Annual Report for 1973, pages 12 to 14, 1974.

Toens, P.D. and Hambleton-Jones, B.B., 1984 “Definition and Classification of Surficial Uranium Deposits” in Surficial Uranium Deposits, International Atomic Energy Agency, Technical Document 322, pages 9 to 14, 1984.

van de Graaff, W.J.E, Crowe, R.W.A., Bunting, J.A. and Jackson, M.J., 1977 “Relict Early Cainozoic Drainages in Arid Western Australia” Zeitschrift fur Geomorphologie, volume 21, Number 4, pages 379 to 400, December 1977.

LAKE WAY

Anon., 1974 “Report on Uramurdah Well Uranium Prospect” Western Mining Corporation Limited, 27 June 1974. (Unpublished).

Anon., 1976? Untitled. Western Mining Corporation Limited, undated but probably 1976. (Unpublished).

Anon., 1978? Untitled. Western Mining Corporation Limited, undated but probably 1978. (Unpublished).

Anon., 1978 “Annual Report Uramurdah 30 June 1976 to 13 December 1977 Mineral Claims 53/3830 – 3833” Western Mining Corporation Limited, February 1978. (Unpublished).

Anon., 1979? Untitled. Western Mining Corporation Limited, undated but probably early 1979. (Unpublished).

Anon., 1981? “Progress Report Uramurdah 13 December 1978 to 9 December 1980” Western Mining Corporation Limited, undated but probably early 1981. (Unpublished).

Anon., 1982 “Annual Report on Mineral Claims at Uramurdah Well 10 December 1980 to 8 December 1981” Western Mining Corporation Limited, March 1982. (Unpublished).

Anon., 1983 “Annual Report on Mineral Claims at Uramurdah Well 9 December 1981 to 7 December 1982” Western Mining Corporation Limited, February 1983. (Unpublished).

Anon., 1986 “Final Report on Exploration Licences 36/51, 36/52, 37/59, 37/60, 37/61, 37/62 & 53/74” PNC Exploration (Australia) Pty. Ltd., February 1986. (Unpublished).

Anon., 2006 “Information Memorandum Lake Way Project E 53/1178, E 53/1180, E 53/1193 & E 53/1194” Cazaly Resources Limited, February 2006. (Unpublished).

Anon., 2006 “ASX Announcement” U3O8 Limited, 8 June 2006.

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Anon., 2006 “ASX Announcement” U3O8 Limited, 23 August 2006.

Anon., 2006 “Information Memorandum Hinkler Well Project E 53/1247” Cazaly Resources Limited, November 2006. (Unpublished).

Anon., 2006 “Quarterly Report for the Three Months Ended 30 June 2006” U3O8 Limited, undated but probably middle 2006.

Anon., 2007? “Annual Report Exploration Licence EL53/1178 Wiluna Project for the Period 24APR06 – 23APR07” Newera Uranium Limited, undated but probably middle 2007. (Unpublished)

Anon., 2007? “Annual Report Exploration Licence EL53/1180 Wiluna Project for the Period 24APR06 – 23APR07” Newera Uranium Limited, undated but probably middle 2007. (Unpublished)

Anon., 2007? “Annual Report Exploration Licence EL53/1193 Wiluna Project for the Period 06JUN06 – 05JUN07” Newera Uranium Limited, undated but probably middle 2007. (Unpublished)

Anon., 2007? “Annual Report Exploration Licence EL53/1194 Wiluna Project for the Period 06JUN06 – 05JUN07” Newera Uranium Limited, undated but probably middle 2007. (Unpublished)

Anon., 2012 “Toro’s Wiluna Uranium Project in WA Increases Key Centipede Resource by 17%” Toro Energy Limited, 27 February 2012.

Ashraf, M. and Loveless, A., 1972 “Final Report – ‘Hinkler Well’ Prospect” Carpentaria Exploration Company Pty. Ltd., October 1972. (Unpublished).

Butt, C.R.M., Horwitz, R.C. and Mann, A.W., 1977 “Uranium Occurrences in Calcrete and Associated Sediments in Western Australia” CSIRO Report FP.16, October 1977.

Cogar, P.E., 1977 “Report on the Lake Way Uranium Prospect, Western Australia. 1976 Field Work” Layton and Associates Pty. Ltd. on behalf of Wyoming Mineral Corporation, Delhi International Oil Corporation and Vam Limited, April 1977. (Unpublished).

Cogar, P.E., 1978 “Report on The Lake Way, W.A., Uranium Prospect 1977 Field Work” Layton and Associates Pty. Ltd. on behalf of Wyoming Mineral Corporation, Delhi International Oil Corporation and Vam Limited, April 1978. (Unpublished).

Culver, K., 2008 “Annual Report E53/1247 Hinkler Well Project 25km South of Wiluna for the Period 3rd January 2007 to 2nd January 2008” Whinnen Resources Limited, 14 February 2008. (Unpublished).

Dudley, R.J., 1978 “1977 Annual Report Centipede – Project 837 Mineral Claims 53/48904897 incl.” Esso Exploration and Production Australia Inc., 28 February 1978. (Unpublished).

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Dudley, R.J., 1979 “1978 Annual Report Centipede – Project 837 Mineral Claims 53/48904897, 53/5255-5281, 53/5229-5249 53/5322-5387, 53/5155-5163, 53/5184-5203, 53/52825302” Esso Exploration and Production Australia Inc., 19 January 1979. (Unpublished).

Dundon, P.J., 1971? “Hinkler Well Wiluna Sheet SG 51-9” Analex Pty. Ltd, undated but probably 1971. (Unpublished).

Gray, D.J., Noble, R.R.P. and Reid, N., 2009 “Hydrogeochemical Mapping of Northeast Yilgarn Groundwater” CSIRO, 2009. (Unpublished).

Hammond, R.L., 1991 “Uramurdah Project 53/240 East Murchison Goldfield Wiluna Sheet Area SG 51 9 First Annual Report to September 1991” Hunter Resources Limited, undated but probably late 1991. (Unpublished).

Harley, D.N., 1984 “Terminal Report Millbillillie Uranium Project” Western Mining Corporation Limited, February 1984. (Unpublished).

Hicks, J., 1979 “Annual Report on Mineral Claims 53/5388 – 53/5393” A.C.M. – P.N.C. Joint Venture, April 1979. (Unpublished).

Lancaster, B.W., 1980 “Summary Report on the Lake Way Uranium Prospect, W. A. 1979 Field Work” not attributed but on behalf of Wyoming Mineral Corporation, Delhi International Oil Corporation and Vam Limited, March 1980. (Unpublished).

Mann, S., 2006 “Drilling to Recommence on Dawson Hinkler Well Uranium Project” U3O8 Limited, 23 October 2006.

Mann, S., 2006 “Quarterly Report for the Three Months Ended 31 December 2006” U3O8 Limited, 20 November 2006.

McIntyre, J.R., 1992 “Uramurdah E53/240 Annual Report for the Period to 26-Sept-1992” Orpheus Geoscience Pty Ltd on behalf of Hunter Resources Limited, 4 December 1992. (Unpublished).

McMahon, J., 2008 “Annual Report for the Period 1st July 2007 to 30th June 2008. Lakeway Project E53/1193, E53/1180 and E53/1178” Newera Uranium Limited, 2 September 2008. (Unpublished).

McMahon, J., 2008? “Annual Report for the Period Ending 30th June 2008” Newera Uranium Limited, undated but probably middle 2008. (Unpublished).

McMahon, J., 2009 “Annual Report for the Period 1st July 2008 to 30th June 2009. Lakeway Project E53/1193, E53/1194, E53/1180 and E53/1178” Newera Uranium Limited, 6 August 2009. (Unpublished).

Reid, D.R., 1978 “Annual Report Uramurdah 30 June 1976 to 13 December 1977 Mineral Claims 53/3830 – 3833” Western Mining Corporation, February 1978. (Unpublished).

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Repacholi-Muir, F., 2010 “Annual Report Hinkler Well E 53 / 1247 for the Period 3rd January 2009 to 2nd January 2010” Whinnen Resources Limited, April 2010. (Unpublished).

Semple, D.G., 1979, “1979 Annual Report Centipede – Project 837 Mineral Claims 53/48904897, 53/5135-5140, 53/5147-5149, 53/5152, 53/5154-5162, 53/5322 and 53/5326” Esso Exploration and Production Australia Inc., December 1979. (Unpublished).

Sheehan, G.M. and Crabb, D.M., 1976 “Report on 1976 Drilling at Hinkler Well Uranium Prospect East Murchison Goldfield, W.A.” Carpentaria Exploration Company Pty. Ltd., December 1976. (Unpublished).

Witham, W., 2009 “Annual Report E53/1247 Hinklers Well Project for the Period January 2008 to January 2009” Whinnen Resources Limited, March 2009. (Unpublished).

YEELIRRIE SOUTH

Anon., 1973 “Annual Report (1973) to Mines Department” Canadian Superior Mining (Aust) Pty. Ltd., undated but almost certainly 1973. (Unpublished).

Anon., 1974 “Annual Report for 1974 Prospect Evaluation of Uraniferous Calcretes and Related Environments” Canadian Superior Mining (Aust) Pty. Ltd., October 1974. (Unpublished).

Anon., 1986 “Final Report on Exploration Licences 36/51, 36/52, 37/59, 37/60, 37/61, 37/62 and 53/74” PNC Exploration (Australia) Pty. Ltd., February 1986. (Unpublished).

Anon., 1996? “Yeelirrie Exploration Area Mineral Tenements E36/278, E53/503, E53/525, E53/526, E53/548-552, and M36/284 (for Exploration Activities within E36/278 and E53/525) Annual Report 1 January 1995 to 31 December 1995 Submission Due 15 May 1996” Groundwater Services Pty Ltd on behalf of Western Mining Corporation Ltd, undated but probably 1996. (Unpublished).

Anon., 2008? “Quarterly Report 1st Quarter September 2008” Uranium Exploration Australia Limited, undated but the second half of 2008. (Unpublished).

Anon., 2009 “Quarterly Activities Report - December 2008” Uranium Exploration Australia Limited, 30 January 2009. (Unpublished).

Berry, K.A. and Meyer, G.M., 1993 “Data Review and Groundwater Model Albion Downs Basin Water Supply” Western Mining Corporation Limited, December 1993. (Unpublished).

Butt, C.R.M., Horwitz, R.C. and Mann, A.W., 1977 “Uranium Occurrences in Calcrete and Associated Sediments in Western Australia” CSIRO Report FP.16, October 1977.

Cameron, E., Mazzuchelli, R.H. and Robbins, T.W., 1980 “Yeelirrie Calcrete Uranium Deposit, Murchison Region, W.A.” Journal of Geochemical Exploration, volume 12, pages 350 to 353, 1980.

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Chapman, J., 2007 “Yeelirrie South Project E36/541 Annual Report for the Period 26 October 2005 to 25 October 2006” Encounter Resources Limited, 14 February 2007. (Unpublished).

Chapman, J and Wright, A., 2008 “Yeelirrie South Project E36/540 to E36/542 and E36/569 Annual Report for the Period 1 January 2007 to 31 December 2007” Encounter Resources Limited, 14 February 2008. (Unpublished).

Chapman, J and Wright, A., 2009 “Yeelirrie South Project C1/2007 (E36/541 and E36/542) Combined Annual Report for the Period 1 January 2008 to 31 December 2008” Encounter Resources Limited, March 2009. (Unpublished).

Chapman, J and Wright, A., 2009 “Yeelirrie South Project E36/540 Final Surrender Report for the Period 21 August 2006 to 18 September 2008” Encounter Resources Limited, 4 March 2009. (Unpublished).

Chapman, J and Wright, A., 2009 “Yeelirrie South Project E36/541 Partial Surrender Report for the Period 26 October 2005 to 25 October 2008” Encounter Resources Limited, 4 March 2009. (Unpublished).

Chapman, J and Wright, A., 2009 “Yeelirrie South Project E36/542 Partial Surrender Report for the Period 21 August 2006 to 19 September 2008” Encounter Resources Limited, 4 March 2009. (Unpublished).

Gemuts, I., 1975 “Uranium Exploration on Anaconda’s Adarli, Yuinmery and Altona Prospects” unattributed but Anaconda Australia Inc, July 1975. (Unpublished).

Gray, D.J., Noble, R.R.P. and Reid, N., 2009 “Hydrogeochemical Mapping of Northeast Yilgarn Groundwater” CSIRO, 2009. (Unpublished).

Gray, R.S., 1971 “Yeelirrie Uranium Project Report” Asarco (Australia) Pty. Ltd., memorandum, 14 May 1971. (Unpublished).

Severne, B.C., 1978 “Evaluation of Radon Systems at Yeelirrie, Western Australia” Journal of Geochemical Exploration, volume 9, pages 1 to 22, 1978.

Wheeler, M.H., 2011 “Annual Report on Exploration for the Period Ended 14 July 2011 E36/735-I Yeelirrie South East Murchison” Zeus Uranium Ltd, September 2011. (Unpublished).

Wheeler, M.H., 2012 “Annual Report on Exploration for the Period Ended 26 April 2012 E36/733 Yakabindie” Zeus Uranium Ltd, August 2012. (Unpublished).

Worrall, L and Wheeler, M.H., 2012 “Annual Report on Exploration for the Period Ended 14 July 2012 E36/735-I Yeelirrie South East Murchison” Zeus Resources Ltd, September 2012. (Unpublished).

Wright, A., 2009 “Yeelirrie South Project E36/542 Final Surrender Report for the Period 21 August 2006 to 19 September 2009” Encounter Resources Limited, November 2009. (Unpublished).

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Wright, A., 2009 “Yeelirrie South Project E36/541 Partial Surrender Report for the Period 26 October 2005 to 9 October 2009” Encounter Resources Limited, December 2009. (Unpublished).

Wright, A., 2010 “Yeelirrie South Project C1/2007 (E36/541) Combined Annual Report for the Period 1 January 2009 to 31 December 2009” Encounter Resources Limited, March 2010. (Unpublished).

NORTH MUSGRAVE

Anon., 2007 “Information Memorandum Musgrave Uranium Project E69/2361, 2362 & 2363” Cazaly Resources Limited, incomplete, August 2007. (Unpublished).

Anon., 2008 “Information Memorandum Musgrave Uranium Project E69/2361, 2362 & 2363” Cazaly Resources Limited, draft with illustrations only, August 2008. (Unpublished).

Anon., 2009 “Co-Funded Drilling Proposal North Musgrave Project E 69/2362 & E 69/2363” Cazaly Resources Limited, May 2009. (Unpublished).

Miles, G., 2009 “Annual Report North Musgrave – E69 / 2363 for the Period 26 March 2008 to 25 March 2009 Warburton Mineral Field Western Australia” Cazaly Resources Limited, September 2009. (Unpublished).

PERCIVAL LAKES

Anon., 2010? “Riverrock Uranium Projects” Riverrock Energy Ltd, undated but probably 2010. (Unpublished).

Millikan, M.I., 1998 “First and Final Report for Exploration Licences 45/1757, 45/1761, 45/1762, 45/1763, 45/1779 and 45/1800” Stockdale Prospecting Limited, May 1998. (Unpublished).

NARNOO

Anon., 1979 “Annual Report on Temporary Reserves 6870H 6871H 6872H 6873H 6874H 6875H in the Officer Basin” PNC Exploration (Australia) Pty. Ltd., 1979. (Unpublished).

Anon., 1980 “Field Season Report on Temporary Reserves 6870H to 6875H in the Officer Basin” PNC Exploration (Australia) Pty. Ltd., 1980. (Unpublished).

Anon., 1980 “First Annual Report on Temporary Reserves 7123H 7124H 7125H 7126H in the Officer Basin for the Period 20th July1979 to 19th July 1980” PNC Exploration (Australia) Pty. Ltd., September 1980. (Unpublished).

Anon., 1981 “Field Season Report on the Yilgarn (Officer Basin) Project” PNC Exploration (Australia) Pty. Ltd., 1981. (Unpublished).

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Anon., 1981 “Drill Hole Location Maps and Radiometric Summary Sheets Preliminary Copies Only” PNC Exploration (Australia) Pty. Limited, October 1981. (Unpublished).

Anon., 1982 “Field Season Report on the Yilgarn (Officer Basin) Project” PNC Exploration (Australia) Pty. Ltd., 1982. (Unpublished).

Anon., 1982 “Final Report on Temporary Reserve 6875H” PNC Exploration (Australia) Pty. Ltd., November 1982. (Unpublished).

Anon., 1982 “Final Report on Temporary Reserve 8602H” PNC Exploration (Australia) Pty. Ltd., November 1982. (Unpublished).

Anon., 1983 “Annual Report on Exploration Licences 39/2 to 39/10 and 28/12 to 28/13” PNC Exploration (Australia) Pty. Ltd., 1983. (Unpublished).

Anon., 1984 “Field Season Report on Mulga Rock Project” PNC Exploration (Australia) Pty. Ltd., 1984. (Unpublished).

Anon., 1985 “Field Season Report on Mulga Rock Project” PNC Exploration (Australia) Pty. Ltd., 1985. (Unpublished).

Anon., 1985? “Surrender Report on EL’s 39/2 to 10 and 28/12 to 13” PNC Exploration (Australia) Pty. Ltd., undated but 1985. (Unpublished).

Anon., 1986 “Field Season Report on Mulga Rock Project” PNC Exploration (Australia) Pty. Ltd., 1986. (Unpublished).

Anon., 1986? “Surrender Report on EL’s 39/2, 39/3, 39/4, 39/9 and ML’s 39/39 to 39/46 & 39/53” PNC Exploration (Australia) Pty. Ltd., undated but 1986. (Unpublished).

Anon., 1987 “Field Season Report on Mulga Rock Prospect” PNC Exploration (Australia) Pty. Ltd., 1987. (Unpublished).

Anon., 1987? “Surrender Report on EL’s 393, 39/4, 39/53, 39/74 and ML’s 39/47 to 39/52 inclusive” PNC Exploration (Australia) Pty. Ltd., undated but 1987. (Unpublished).

Craven, B., 2007 “Oklo Uranium Ltd. Narnoo Project Radiometric Interpretation” Southern Geoscience Consultants on behalf of Oklo Uranium Ltd.,September 2007. (Unpublished).

Douglas, G.B., Butt, C.R.M. and Gray, D.J., 2005 “Mulga Rock Uranium and Multielement Deposits, Officer Basin, WA” in Regolith Expressions of Australian Ore Systems, editors C.R.M. Butt, I.D.M. Robertson, K.M. Scott and M. Cornelius, pages 415 to 417, CSIRO, 2005.

Gauci, M., 2009 “Annual Mineral Exploration Report 23 November 2007 to 22 November 2008 Balladonia Uranium Project Report Kakarook Prospect E39/1178 Mount Margaret Mineral Field” Epsilon Energy Limited, March 2009. (Unpublished).

Hronsky, M.M., 2009 “Annual Report 28 July 2008 to 27 July 2009 Exploration License (sic) E28/1596” A1 Minerals Limited, 20 October 2009. (Unpublished).

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Hronsky, M.M., 2009 “Partial Surrender Report 27 July 2006 to 26 July 2009 Exploration License (sic) E28/1595” A1 Minerals Limited, 20 November 2009. (Unpublished).

Hronsky, M.M., 2009 “Partial Surrender Report 27 July 2006 to 26 July 2009 Exploration License (sic) E28/1596” A1 Minerals Limited, 20 November 2009. (Unpublished).

Hronsky, M., 2010 “Partial Surrender Report for E39/1174 Narnoo Project” A1 Minerals Limited, February 2010. (Unpublished).

Hronsky, M., 2010 “Partial Surrender Report for E39/1173 Narnoo Project” A1 Minerals Limited, February 2010. (Unpublished).

Maund, N.H., 2007 “Mineral Exploration Activities Report for the Period 27/07/2006 to 26/07/2007 Combined Licence Report for E28/1595 & E28/1596” Oklo Uranium Limited, 10 October 2007. (Unpublished).

Maund, N.H., 2007 “Mineral Exploration Activities Report for the Period 16/11/2006 to 15/11/2007” Oklo Uranium Limited, 30 November 2007. (Unpublished).

Maund, N.H., 2008 “Mineral Exploration Activities Report for the Period 27/7/2007 to 30/06/2008 Report for E28/1595 ‘Narnoo Uranium Joint Venture’ with A1 Minerals Limited” Oklo Uranium Limited, 5 September 2008. (Unpublished).

Maund, N.H., 2008 “Mineral Exploration Activities Report for the Period 27/7/2007 to 30/06/2008 Report for E28/1596 ‘Narnoo Uranium Joint Venture’ with A1 Minerals Limited” Oklo Uranium Limited, 15 September 2008. (Unpublished).

Monti, R., 2009 “Final Surrender Exploration Report for the Period: 23 November 2008 to 7 April 2009 Balladonia Uranium Final Surrender Report; Kararook Project, E39/1178” Epsilon Energy Limited, August 2009. (Unpublished).

Mukherji, A., 2011 “Narnoo Project Annual Report to the Department of Mines and Petroleum for the Period 17/11/2009 to 16/11/2010 E39/1173” MMWC Geological Consultants Pty Ltd on behalf of Zeus Uranium Limited, April 2011. (Unpublished).

Mukherji, A., 2011 “Narnoo Project Annual Report to the Department of Mines and Petroleum for the Period 17/11/2009 to 16/11/2010 E39/1174” MMWC Geological Consultants Pty Ltd on behalf of Zeus Uranium Limited, April 2011. (Unpublished).

Newton, M., 2007 “Karakook Project E39/1178 Mount Margaret Mineral Field Annual Report 23 November 2006 to 22 November 2007” Epsilon Energy Limited, December 2007. (Unpublished).

Rich, J., Coles, R. and Taylor, K.S., 1985 “Annual Report on Exploration Licences Nos. 28/78, 28/83, 28/125, 39/45 and 39/46 Cundeelee East Yilgarn Western Australia Covering the Period 20 June 1984 to 19 June 1985” Uranerz Australia Pty. Ltd., September 1985. (Unpublished).

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Rich, J. and Taylor, K.S., 1986 “Annual Report on Exploration Licences Nos. 28/78, 28/125, 39/45 and 39/46 Cundeelee East Yilgarn Western Australia Covering the Period 20th June 1985 to 19th June 1986” Uranerz Australia Pty. Ltd., September 1986. (Unpublished).

Rich, J. and Taylor, K.S., 1987 “Surrender Report on Exploration Licence Nos. 39/45, 39/46, 28/78, 28/125, 28/159 Cundeelee, Western Australia Covering the Period 19 June 1986 to June 1987” Uranerz Australia Pty. Ltd., June 1987. (Unpublished).

Sharp, W.H., 1980 “Temporary Reserve 7251 H Annual Report 1980 Officer Basin W.A.” BP Mining Development Australia Pty Ltd, December 1980. (Unpublished).

Wheeler, M.H., 2011 “Annual Report on Exploration for the Period Ended 2 August 2011 E39/1401 Great Victoria Desert Mt Margaret” Zeus Uranium Ltd, November 2011. (Unpublished).

Wheeler, M.H., 2012 “Final Surrender Report on Exploration for the Period 17 November 2006 to 16 November 2011 E39/1173 Great Victoria Desert” Zeus Uranium Ltd, March 2012. (Unpublished).

Wheeler, M.H., 2012 “Annual Report on Exploration for the Period Ended 8 May 2012 E28/2096 Great Victoria Desert North East Coolgardie” Zeus Resources Ltd, August 2012. (Unpublished).

Wheeler, M.H., 2012 “Annual Report on Exploration for the Period Ended 8 May 2012 E28/2097 Great Victoria Desert North East Coolgardie” Zeus Resources Ltd, August 2012. (Unpublished).

MORTIMER HILLS

Anon., 1975? “Annual Report Mineral Claim 09/1920” Agip Nucleare Australia Pty. Ltd., undated but probably 1975. (Unpublished).

Anon., 1975? “Annual Report Mineral Claims 09/1881 and 09/1882” Agip Nucleare Australia Pty. Ltd., undated but probably 1975. (Unpublished).

Anon., 1976 “Mineral Claim 09/1920 Annual Report” Agip Nucleare Australia Pty. Ltd., March 1976. (Unpublished).

Anon., 1976 “Mineral Claim 09/1926 Annual Report” Agip Nucleare Australia Pty. Ltd., March 1976. (Unpublished).

Anon., 1976 “Mineral Claims 09/1881, and 09/1882 Final Report” Agip Nucleare Australia Pty. Ltd., March 1976. (Unpublished).

Anon., 1976? “Annual Report Temporary Reserve 5962H” Agip Nucleare Australia Pty. Ltd., undated but probably 1976. (Unpublished).

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Anon., 1976? “Annual Report Temporary Reserve 5967H” Agip Nucleare Australia Pty. Ltd., undated but probably 1976. (Unpublished).

Anon., 1977 “Annual Report Temporary Reserve 5962H” Agip Nucleare Australia Pty. Ltd., March 1977. (Unpublished).

Anon., 1977 “Mineral Claim 09/1920 Annual Report” Agip Nucleare Australia Pty. Ltd., March 1977. (Unpublished).

Anon., 1977 “Mineral Claim 09/1926 Annual Report” Agip Nucleare Australia Pty. Ltd., March 1977. (Unpublished).

Anon., 1977? “Final Report Temporary Reserve 5967H” Agip Nucleare Australia Pty. Ltd., incorrectly dated February 1976 but probably February 1977. (Unpublished).

Anon., 1978 “Temporary Reserve 5962H Final Report” Agip Nucleare Australia Pty. Ltd., March 1978. (Unpublished).

Anon., 1978 “Final Report Temporary Reserve 6537H” Agip Nucleare Australia Pty. Ltd., March 1978. (Unpublished).

Anon., 1978 “Mineral Claim 09/1920 Final Report” Agip Nucleare Australia Pty. Ltd., April 1978. (Unpublished).

Anon., 2010? “Riverrock Uranium Projects” Riverrock Energy Ltd, undated but probably 2010. (Unpublished).

Barnes, G., 1993 untitled document apparently prepared by G.B. Barnes and Associates on behalf of Barragold Holdings Pty. Ltd., 16 June 1993. (Unpublished).

Carter, J.D., 1982 “Mortimer Hills Pegmatite Uranium Prospect A Rossing-Type Uranium Deposit in the Gascoyne Province” Geological Survey of Western Australia Professional Papers, Report 12, pages 27 to 31 inclusive, 1982.

Crook, D.J., “Final Report on TR8185H in the Gascoyne Goldfields” Whim Creek Consolidated N.L., undated but probably 1980. (Unpublished).

Gifford, W., 1974 “Report on Exploration in 1973-1974 by Frio Mining & Exploration Pty. Ltd. & Samedan Oil Corporation in the Yinnietharra Area, W.A.” company not specified but probably Samedan Oil Corporation, undated but probably 1974. (Unpublished).

Goode, W.D., 1980 “Report on Exploration at Gillie Well Temporary Reserve 7101H and Mineral Claims 09/2294 – 2299 6 July, 1979 – 5 July, 1980” Nord Resources (Pacific) Pty. Ltd, July 1980. (Unpublished).

Johns, H., 1982 “Annual Report 1981 Injinu Belt Projects 622 624” Urangesellschaft Australia Pty. Limited., undated but almost certainly 1982. (Unpublished).

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Morete, S., 1976 “Exploration 1975 on the Gillie Well Claim Group Gascoyne Region, Western Australia” Uranerz (Australia) Pty. Ltd., March 1976. (Unpublished).

O’Shea, P. and Johns, H., 1981 “Annual Report, 1980 Injinu Belt Projects 622 – 624” Urangesellschaft Australia Pty. Ltd., March 1981. (Unpublished).

Pyke, D., 1982 “Surrender of Tenement Report Injinu Belt Injinu Hills TR 7922 Middle Springs TR 7923 Clever Maries TR 7924 Period Ending 24/9/82” Urangesellschaft Australia Pty. Limited., September 1982. (Unpublished).

Robertson, B., 1998 “Annual Report Mt Phillips E09/830 30/4/97 – 29/4/98” Geographe Resources Ltd, May 1998. (Unpublished).

Robertson, B., 1998 “Surrender Report Mt Phillips E09/830 30/4/98 – 20/8/98” Geographe Resources Ltd, August 1998. (Unpublished).

Schultz, K., 1980 “Uranium Exploration in the Ashburton Gascoyne Region Western Australia” Nord Resources (Pacific) Pty. Ltd., September 1980. (Unpublished).

Schultz, K., 1981 “Report on Exploration at Gillie Well Temporary Reserve 7101 H 6 July, 1980 – 5 July, 1981” Nord Resources (Pacific) Pty. Ltd., September 1981. (Unpublished).

Stewart, J.P., 1974? “Annual Report 1973 on Mineral Claims 09/1550, 1551, 1552, 1553, 1554, 1555, 1556 and 09/1548, 1549 The Thomas River Uranium Prospect Gascoyne Goldfield, W.A.” Noranda Australia Limited, undated but probably 1974. (Unpublished).

Svanosio, R.A., 2007 “E09 1202 Annual Technical Report Period Ending, April 8, 2007” Dynasty Metals Australia Ltd, June 2007. (Unpublished)

Thevissen, J., 1981 “Annual Progress Report Injinu Belt Projects 622 – 24 T.R.’s 7922H – 7924H 12 Months Ending 6th November 1981” Urangessellschaft Australia Pty. Limited, October 1981. (Unpublished).

Worrall, L. and Wheeler, M., 2012 “Annual Report on Exploration for the Period Ended 15 May 2012 E09/1618 Mortimer Hills Gascoyne” Zeus Resources Ltd., August 2012. (Unpublished).

RED ROCK

Brand, N.W., 2008? “Annual Exploration Report on Mt Marquise – Red Rocks E52/2122 for the Period 24/07/2007 to 23/07/2008” Northsun Resources Pty Ltd, undated but probably late 2008. (Unpublished).

Brand, N., 2010 “Evaluation, Interpretation and Targeting of Surface Samples conducted over Red Rocks (E52/2122), Meekatharra, Western Australia” Corad Pty Ltd on behalf of Northsun Resources Pty Ltd, 6 June 2010. (Unpublished).

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Johnston, G., 2009 “Red Rocks Project Annual Report Exploration Licence E52/2122 24 July 2008 – 23 July 2009” Northsun Resources Pty Ltd, 3 August 2009. (Unpublished).

Johnston, G., 2010 “Red Rocks Project Annual Report Exploration Licence E52/2122 24 July 2009 – 23 July 2010” Northsun Resources Pty Ltd, 15 September 2010. (Unpublished).

Lemmon, T.C., 1990 “Mica Bore Project Progress Report to May 1990” Western Geoservices Pty Ltd on behalf of Mount Martin Gold Mines NL, undated but probably 1990. (Unpublished).

Wheeler, M.H., 2011 “Annual Report on Exploration for the Period Ended 23 July 2011 E52/2122 Red Rock Peak Hill” Zeus Uranium Ltd, November 2011. (Unpublished).

Worrall, L. and Wheeler, M.H., 2012 “Annual Report on Exploration for the Period Ended 23 July 2012 E52/2122 Red Rock Peak Hill” Zeus Resources Ltd., September 2012. (Unpublished).

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GLOSSARY OF TECHNICAL TERMS AND ABBREVIATIONS

A

adsorption the adherence of one material to the surface of another aeolian of or formed by the action of wind aerial photography photographs of the earth's surface taken from an aircraft syn. aerophotography aeroradiometric survey a geophysical survey made from the air to record variations in the ambient radiation syn. aeroradiometry, airborne radiometry aircore a rotary drilling technique that uses compressed air to cut a core sample and return fragments to surface inside the drill rods alluvium a sediment deposited by water adj. alluvial anomaly a value or group of values higher or lower than expected often outlining a zone of potential exploration interest but not necessarily of commercial significance syn. anomalism adj. anomalous Archaean a division of geological time from the origin of the Earth to 2500 million years ago auger a screw-like tool used to obtain shallow samples

auger

B

background the level of a parameter in an area with no anomalies bar a weathering resistant rock mass that impedes the flow of surface water or ground water base the lowermost part adj. basal base metal a metal inferior in value to precious metals e.g. copper, lead, zinc basement a much older harder rock surface underlying more recent deposits basin a low area of the earth's crust in which sediments accumulate adj. basinal bedrock any solid rock underlying unconsolidated material beryl a silicate mineral, Be3Al2Si6O18 biogeochemistry a geochemical survey technique where the sampling medium is plant material adj. biogeochemical BLEG Bulk Leach Extractable Gold, an analytical technique brine water with dissolved solids often predominantly sodium chloride

C

Cainozoic a division of geological time from 65 million years ago to the present calcareous said of a rock containing calcium carbonate CaCO3 calcite a mineral composed of calcium, carbon and oxygen CaCO3 adj. calcitic calcrete a hard pan layer in which surface debris is cemented by calcium carbonate carbonaceous said of a rock containing carbon carbonate a mineral or compound containing the carbonate radical CO32- adj carbonated Carboniferous a division of geological time from 345 to 280 million years ago carnotite a uranium vanadium mineral K2(UO2)2(VO4)2.3H2O cavernous pertaining to a rock with many cavities channel the active water flow part of a drainage syn. channelway channel sample a sample taken by the cutting of a regular channel over a distance, the most representative form of sample clast a fragment produced by physical weathering adj. clastic clay particles of less than 0.0039 millimetres often but not always composed of clay minerals adj. clayey

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colluvium alluvium transported only a short distance before deposition adj. colluvial conformable beds deposited upon one another in uninterrupted sequence adj. conformably ant. unconformable contemporaneous formed or existing at the same time adv. contemporaneously core a continuous cylindrical sample core drilling a rotary drilling technique whereby a continuous cylindrical sample is produced costean a trench cps counts per second, a measure of radioactivity craton a stable continental part of the Earth's crust that has been little deformed for a long period adj. cratonic cratonised crop out applied to rocks that are exposed at the earth's surface noun outcrop

contemporaneous core core drilling

D daughter product

daughter product an element resulting from the radioactive disintegration of a precursor element deformation the folding and faulting that results from the application of Earth forces adj. deformed delta the large generally triangular area of sediments deposited at the mouth of a river adj. deltaic deposit a natural accumulation of material detection limit the minimum value reported from analysis detritus material derived from the mechanical disintegration of a parent rock adj. detrital diamond or diamond core drilling a rotary drilling technique using diamond set or impregnated bits whereby a continuous cylindrical sample is produced dolerite a medium grained intrusive rock mainly composed of feldspar and pyroxene adj. doleritic dolomite a mineral composed of calcium, magnesium, carbon and oxygen CaMg(CO3)2 and the rock that is composed predominantly of the mineral dolomite adj. dolomitic syn. dolostone (for rock) dome an approximately circular anticlinal structure where strata dip downwards all round adj. domal down hole logging a technique whereby geophysical parameters are measured by lowering a sensor probe down a drill hole drainage a collective term for the rivers, streams, lakes etc by which an area is drained of rain water drill to produce a hole by rotary or percussive action adj. drill, drilling duplicate sample a second sample taken as a check on the reliability of a first sample duricrust the hard crust at the near surface of a soil in a semiarid climate dyke a tabular intrusive body of igneous rock that cuts across the layers it intrudes

down hole logging

E

EM survey

eU3O8 Exploration Licence

Electromagnetic survey, a geophysical method of measuring the alternating magnetic fields associated with electrical currents artificially or naturally maintained in the subsurface U3O8 equivalent, an estimated uranium grade derived from radiometric measurements a type of mineral tenement

feasibility study ferricrete ferruginous fine

a study to assess the economic viability of mining a mineral deposit ferruginous duricrust containing iron pertaining to small particles v. to fine to decrease in particle size in a given direction

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fluvial formation fracture

G gamma ray logging

gas sampling survey geochemistry geophysics

of or found in rivers adj. fluviatile a stratigraphic unit having recognisable characteristics a break resulting during deformation

a down hole geophysical logging technique whereby the natural gamma radiation from the rocks is measured

a geochemical exploration technique where gas is the sampling medium usually employed for helium that is a daughter product of uranium the study of the variation of chemical elements in rocks or soils adj. geochemical adv. geochemically the study of the Earth by quantitative physical methods adj. geophysical adv. geophysically

gneiss a regionally metamorphosed foliated rock with alternating bands of granular and elongated minerals adj. gneissic grab sample a sample taken by the random collection of fragments, the least representative form of sample grain count an estimate of the composition of a material resulting from counting the number of grains of each constituent in a sub sample granite a coarse grained igneous rock consisting essentially of quartz and more alkali feldspar than plagioclase adj. granitic granitoid an intrusive of generally granitic affinities gravel unconsolidated sediment formed by fragments greater than 2.0 millimetres in diameter adj. gravelly gravity survey a geophysical survey technique using a gravimeter to measure the force of gravity at locations within an area greenstone a general term for metamorphosed basic or ultrabasic rocks often dark green in colour greenstone belt an elongate area in Precambrian terrain comprising predominantly greenstone rocks grit a coarse grained sandstone generally composed of angular fragments ground water subsurface water gummite naturally occurring secondary uranium minerals gypsum a mineral composed of calcium, sulphur, oxygen and water CaSO4.2H20 adj. gypsiferous

H

hardpan heavy mineral heavy mineral concentrate

host rock hydrogeology

a relatively hard impervious soil horizon those minerals having a relative density greater than around 2.9 a concentrate produced by a physical process that contains a high proportion of the heavy minerals present in the parent material a rock that contains mineralisation the science of ground water adj. hydrogeological

I

igneous Indicated Mineral Resource indicator minerals

induration Inferred Mineral Resource inlier interbedding

internal drainage intrusive

pertaining to rocks formed by crystallisation from molten material the middle assured category of resource those minerals that indicate the possible presence of kimberlite or lamproite

the hardening of a rock by geological processes adj. indurated the least assured category of resource an isolated area of rock surrounded by younger rocks the presence of a bed between other beds of different characteristics adj. interbedded surface drainage that does not reach the ocean a body of igneous rock that was intruded whilst molten in to the earth's crust syn intrusion

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IP survey

Induced Polarisation survey, a geophysical survey technique involving the measurement of induced electrical charge brought about by applied electromagnetic fields

J

jackhammer JORC Code

K kimberlite

a small percussion drill for short holes Joint Ore Reserves Committee Code, the Australasian Code for the Reporting of Mineral Resources and Ore Reserves

a porphyritic peridotite containing olivine and phlogopite phenocrysts, one of the source rocks for diamond adj. kimberlitic

L l litre lacustrine pertaining to lakes Landsat imagery of the Earth's surface taken from a satellite laterite red residual soil or rock developed in humid tropical or sub tropical regions with good drainage; it contains concentrations of insoluble residual elements such as iron and aluminium adj. lateritic, lateritised lateritisation the processes that result in the formation of laterites limonite an aggregate of hydrated iron oxide minerals of variable composition adj. limonitic lithology the physical characteristics of a rock adj. lithological adv. lithologically loam soil or other surficial material

M mafic pertaining to dark coloured silicate minerals that are rich in iron and magnesium and the igneous rocks in which these minerals are abundant magnetometry a geophysical survey made to record variations in the Earth's magnetic field syn. magnetic survey mean arithmetic average Measured Mineral Resource the most assured category of resource Mesoproterozoic a division of geological time from 1600 to 1000 million years ago syn. Middle Proterozoic Mesozoic a division of geological time from 225 to 65 million years ago metamorphism the mineralogical, structural and chemical changes induced within solid rocks through the actions of heat, pressure or the introduction of new chemicals adj. metamorphic, metamorphosed mg milligramme mg/l milligrams per litre, a measure of concentration in a solution, approximately equivalent to ppm mineral a naturally occurring chemical compound that is a constituent of a rock or sediment Mineral Field an Australian administrative geographic division for the governance of minerals mineralisation in economic geology the introduction of valuable elements in to a rock body or the result of such introduction adj. mineralised mineral processing the science of producing valuable metals and minerals from their ores syn. metallurgy mm millimetre mudstone an indurated mud mylonite a fine grained breccia with evidence of movement produced by deformation of a rock by applied pressure adj. mylonitic

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Neoproterozoic

a division of geological time from 1000 to 542 million years ago syn. Upper Proterozoic

O

outcrop overburden oxidation oxide

the surface expression of a rock layer syn. exposure the waste material overlying a mineral deposit the process whereby oxygen is incorporated in to a material adj. oxidised a mineral incorporating oxygen adj. oxidised

P

palaeo Palaeoproterozoic

a prefix relating to a past, ancient or fossil feature a division of geological time from 2500 to 1600 million years ago syn. Lower Proterozoic

Palaeozoic a division of geological time from 542 to 251 million years ago palynology the study of pollen and seeds peat unconsolidated organic material deposited in a water saturated environment such as a marsh pegmatite an exceptionally coarse grained igneous rock with interlocking crystals

pegmatite an exceptionally coarse grained igneous rock with interlocking crystals usually present as dykes adj. pegmatitic peneconcordant conformable to a peneplain peneplain a large low flat land surface produced by erosion Permian a division of geological time from 280 to 225 million years ago petrography the microscopic study and description of rocks adj. petrographic petrology the study of rocks in the fullest sense adj. petrological percussion drilling rock drilling carried out by the hammering action of a pneumatically driven drill bit

photogeology the interpretation of geological features using photography usually aerial photography adj. photogeological pitchblende a type of uraninite

pitchblende a type of uraninite plateau a relatively flat extensive area of the Earth’s surface at a higher elevation than the surrounding country playa a dry unvegetated flat portion of an internal drainage underlain by sediment and commonly salt pod a body that is longer in the dimension parallel to the fabric of the enclosing material adj. poddy porcelaneous resembling unglazed porcelain ppm parts per million, a measure of concentration, numerically equivalent to g/t

ppb parts per billion, a measure of concentration Precambrian a division of geological time from the origin of the Earth to 580 million

years ago

precision the intensity of clustering in repeat determinations of a value syn. repeatability, scatter

pre-feasibility study primary zone

prospectivity

Proterozoic

Q quartz Quaternary

R RAB

a preliminary study carried out as a precursor to a feasibility study the deeper part of a mineral deposit that has not been altered by atmospheric oxygen and water

the degree to which an area is judged to have the potential to contain a mineral deposit adj. prospective a division of geological time from 2400 to 570 million years ago

a very common mineral composed of silicon and oxygen SiO2 a time period from 1.8 million years ago to the present

Rotary Air Blast, a rotary drilling technique that uses compressed air to clear the drill bit of cuttings and return them to the surface

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radiometric survey a geophysical survey made to record variations in the ambient radiation adv. radiometrically syn. radiometry RC Reverse Circulation, a rotary percussion drilling technique in which the samples are returned to the surface inside the drill rods minimising contamination reduction the process whereby oxygen is depleted in a material adj. reduced reduction-oxidation interface the surface where reducing conditions prevail on one side and oxidising conditions on the other rejuvenation uplift of land relative to sea level that results in renewed erosion by streams and rivers adj. rejuvenated remote sensing survey the process of acquiring physical data at a distance reserve that part of a resource that can be mined, treated and sold at a profit resource quantitative estimate of material in a mineral deposit that is potentially exploitable at a profit rotary mud a rotary drilling technique involving mud as a circulating medium to carry away cuttings rotary percussion a drilling technique involving simultaneous hammering and rotation action by a bit

S sample collected material that is intended to be representative of a larger body of material sand unconsolidated sediment formed by fragments between 0.06 and 2.0 millimetres in diameter adj. sandy sandstone a sedimentary rock usually composed essentially of sand sized grains saprolite the typically clay rich material formed by the in situ chemical weathering of bedrock adj. saprolitic satellite imagery imagery of the Earth's surface taken from a satellite scheelite a mineral composed of calcium, tungsten and oxygen CaWO4 schist a foliated metamorphic rock easily split in to sheets adj. schistose scintillometry a geophysical technique whereby the natural radiation of rocks is measured using a scintillometer secondary pertaining to a mineral deposit formed near the Earth's surface typically by circulating solutions syn. supergene sediment solid material whether mineral or organic that has been moved from its position of origin and redeposited adj. sedimentary seismic survey a geophysical survey technique designed to detect underlying changes in rock type and structure by measuring the passage of seismic waves from one medium to another of differing density shale a laminated sedimentary rock in which most particles are clay size adj. shaley shear a form of deformation where movement occurs parallel to geological contacts adj. shearing, sheared shear zone a zone of many parallel shears silica silicon dioxide SiO2 adj. siliceous silicification the introduction of silica in to a rock adj. silicified silt unconsolidated sediment formed by fragments between 0.0039 and 0.06 millimetres in diameter adj. silty siltstone a sedimentary rock usually composed essentially of silt sized grains skarn a lime bearing silicate rock produced by the metasomatism of carbonate rocks slate a very fissile fine grained metamorphic rock soil the variegated unconsolidated material that overlies bedrock syn. regolith soil sampling survey a geochemical exploration technique where soil is the sampling medium syn. soil geochemistry spectrometer a device for measuring radiation at a frequency

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Zeus Resources Limited

12 October 2012

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MACKAY & SCHNELLMANN P T Y L I M I T E D

standard deviation standard sample

strand

strandline stratigraphy

stream sediment survey

surficial

a statistical measure of dispersion in a data set, it is the square root of the average of the squares of the differences from the mean a prepared sample with a known amount of the constituent being analysed that is anonymously inserted in to a batch of samples as a check on laboratory procedures

the deposits laid down at a strandline during a sea level still stand syn beach the line where the sea meets the land, metaphorically any stand still position the general arrangement and types of beds in a sedimentary sequence adj. stratigraphic, stratified adv. stratigraphically syn. bedding a geochemical exploration technique where stream sediments are the sampling medium syn. stream sediment geochemistry pertaining to the surface of the Earth syn. superficial

T

TDS tectonism

Tertiary threshold tourmaline travertine trenching

Total Dissolved Solids

the major structural processes forming faults and folds in the earth's crust adj. tectonic adv. tectonically a division of geological time from 65 to 1.8 million years ago in geochemistry, the lowest detectable level a group of silicate minerals a dense finely crystalline calcareous rock the process of making a trench

U

U3O8 U3O8 equivalent ultramafic unconformity

uraninite uranium channel

the chemical compound triuranium octoxide an estimated U3O8 grade derived from radiometric measurements pertaining to the igneous rocks in which mafic minerals predominate a position in a sedimentary sequence where there is a lack of continuity in adjacent rock strata caused by a time break in sedimentation adj. unconformable adv. unconformably ant. conformity a naturally occurring uranium mineral, UO2 uranium frequencies characteristic of uranium radioactive disintegration to daughter products

vacuum drilling Valmin Code vein

W weathering

a suction drilling technique used mainly for unconsolidated materials the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports a tabular or sheet like mineral filled fracture adj. veined collect. veining

a process of change to rocks brought about by their exposure to oxygen and water adj. weathered

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9. SOLICITOR’S REPORT ON TENEMENTS

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Our ref: AGJ01:0505541

12 November 2012

The Directors Zeus Resources Limited Suite 3, Level 11 50 Pitt St SYDNEY NSW 2000

Dear Sirs

INDEPENDENT SOLICITORS' REPORT ON MINING TENEMENTS ZEUS RESOURCES LIMITED (ACN 139 183 190)

This report is prepared for inclusion in a prospectus to be dated on or about 14 November 2012 by Zeus Resources Limited (ACN 139 183 190) ( Company ) for an offer to the public by the Company of 67.65 million fully paid ordinary shares at an issue price of AUD$0.20 per share to raise AUD$13.53 million.

The directors of the Company have requested that we provide a report on the Company's interests in the mining tenements ( Tenements ) and applications for mining tenements ( Applications ) specified in the schedule to this report. The schedule forms an essential part of this report and must be read in conjunction with this report.

BASIS OF REPORT

1 For the purpose of this report, we have relied upon the following publicly available information ( Searches ):
1.1 searches of the register of mining tenements maintained by the Department of Mines and Petroleum as at 2 October 2012[1] .
1.2 extracts from the National Native Title Tribunal in relation to native title claims intersecting the Tenements and Applications as at 12 November 2012.
1.3 details of the status of any objections to application of the expedited procedure under section 32 of the Native Title Act 1993 (Cth) in respect of the

1 An updated search in respect of E 39/1687 was conducted on 15 October 2012. An updated search in respect of E52/2122 was conducted on 19 October 2012.

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Applications obtained from the Department of Mines and Petroleum as at 5 October 2012. 1.4 searches of the register of Aboriginal sites maintained by the Department of Indigenous Affairs in relation to the land the subject of the Tenements and the Applications as at 3 October 2012. 2 The key results of those searches are summarised in the schedule. 3 We have also relied upon the following agreements the Company (or, in the case of the Percival Lakes JV Agreement, an entity which will, subject to completion occurring under that agreement, become a wholly-owned subsidiary of the Company) has entered into with third parties for the purpose of obtaining interests in the Tenements and the Applications ( Material Contracts ):

Lake Way Project, Yeelirrie South Project, and North Musgrave Project

3.1 Tenement Sale Agreement dated 16 November 2010 between Cazaly Resources Limited and the Company ( Cazaly Sale Agreement ). 3.2 Novation and Amendment Agreement dated 2 March 2011 between Cazaly Resources Limited, Sammy Resources Pty Limited and the Company, as varied by the Further Novation and Amendment Agreement between the parties dated 23 March 2011 ( Sammy Novation and Amendment Agreement ). Percival Lakes Project

3.3 Share Exchange Agreement dated 12 August 2010 between the Company, Kalium Corporation Limited and others ( Kalium Share Exchange Agreement ).
3.4 Deed of Variation dated 23 June 2011 between the Company, Kalium Corporation Limited and others ( Kalium Deed of Variation ).
3.5 Deed of Variation dated 15 October 2012 between the Company, Kalium Corporation Limited and others ( Second Kalium Deed of Variation ).
3.6 Deed of Acknowledgement and Amendment dated 28 January 2011 between the Company, River Rock Energy Limited and Kalium Corporation Limited ( Kalium Deed of Acknowledgement ).
3.7 Exploration Joint Venture Agreement dated 12 July 2010 between Riverwood Resources Pty Ltd, River Rock Energy Limited and Kalium Corporation Limited ( Percival Lakes JV Agreement ).
3.8 Letter Agreement dated 1 July 2011 between the Company, River Rock Energy Limited, Riverwood Resources Pty Ltd and Kalium Corporation Limited ( Kalium Letter Agreement ).

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Narnoo

3.9 Sale Agreement dated 11 June 2010 between A1 Minerals Limited[2] and the Company ( First Narnoo Sale Agreement ).
3.10 Assumption Deed dated 3 February 2011 between A1 Minerals Limited and the Company ( Narnoo Assumption Deed ).
3.11 Sale Agreement dated 23 October 2010 between Eaglex Pty Ltd and the Company ( Second Narnoo Sale Agreement ).
3.12 Tenement Sale Agreement (undated, but executed in or around July 2012) between the Company and Geological Resource Solutions Pty Ltd, as amended by two letter agreements between the parties dated 17 and 18 October 2012 ( Third Narnoo Sale Agreement ).

Mortimer Hills

3.13 Exploration Joint Venture Agreement dated 12 August 2010 between FEC II Pty Ltd and the Company ( Mortimer Hills JV Agreement ).
Red Rock
3.14 Tenement Sale Agreement dated 12 August 2010 between FEC II Pty Ltd and the Company ( Red Rock Sale Agreement ).
3.15 Deed of Variation dated 27 September 2012 between FEC II Pty Ltd and the Company ( Red Rock Variation Deed ).
4 We have relied solely upon the Searches and the Material Contracts for the purpose of preparing this report.

MINING TENEMENTS

5 The Mining Act 1978 (WA) ( Mining Act ) provides for the grant of rights to conduct activities in respect of minerals, including prospecting, exploration and mining.
6 All of the Tenements are exploration licences and all of the Applications are applications for exploration licences.
7 In general terms, an exploration licence authorises the holder to enter the land the subject of the licence, to explore that land, to remove mineral bearing substances from that land (to a prescribed limit) and, subject to certain legislation, to take and divert water from that land.
8 Exploration licences are granted by the Minister following recommendation by the Mining Registrar or the Mining Warden. The Minister has a broad discretion in relation
2 A1 Minerals Limited is now trading as Stone Resources Australia Limited (ACN 100 727 491)

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to the grant of exploration licences and we do not express a view in relation to the likelihood of grant of the Applications. 9 Exploration licences remain in force for five years from the date of grant. 10 All of the Tenements and all of the Applications were applied for after 10 February 2006. The Minister may extend the term of these Tenements or any exploration licences granted pursuant to the Applications if grounds for extension exist: 10.1 by one period of five years; and 10.2 by a further period or periods of two years. 11 The term of each Tenement is set out in the Schedule. We note that E52/2122 was due to expire on 23/07/2012 but is kept alive by an extension of term application lodged on 23 July 2012. We express no opinion as to whether the extension of term application will be granted. 12 The Mining Act provides that during the first year of grant of an exploration licence, no legal or equitable interest in or affecting an exploration licence, may be transferred or dealt with directly or indirectly, without the consent in writing of the Minister. 13 The holder of an exploration licence is obliged to pay an annual rent and to meet annual expenditure requirements. The details of the rent and expenditure requirements for the Tenements are set out in the Schedule. Failure to meet such requirements may mean that the exploration licence is vulnerable to an order for forfeiture of the licence or the imposition of a penalty. 14 In relation to E52/2122 and E39/1401 there was a historical non-compliance with the expenditure commitment and small penalties were issued and subsequently paid. There is no risk of forfeiture in respect of this non-compliance. 15 In relation to E52/2122, less than the minimum expenditure commitment was expended during the reporting year ending 21 September 2012 but an application for an exemption from the expenditure commitment was lodged and is still pending. If the exemption application is granted, there will be no non-compliance with the tenement conditions. If the exemption application is refused, there is a risk of a penalty or forfeiture. 16 Exploration licences are subject to various other conditions, including standard conditions for the protection of the environment and conditions that relate to the protection of certain third party interests in land (particularly reserves). The Company’s interests in the Tenements are subject to compliance with these conditions. The details of any material conditions imposed on the Tenements are set out in the notes to the schedule. On the basis of the Searches, we are not aware of any non-compliance with the conditions. 17 The holder of an exploration licence applied for after 10 February 2006 is obliged to surrender 40% of the number of blocks subject to the licence within 5 years of the date of grant. The Minister may defer this requirement by a period of one year if grounds for deferral exist.

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18 The holder of an exploration licence has the right to apply for and have granted one or more mining leases or general purposes leases in respect of the land the subject of the licence. The right to grant of a mining lease gives the exploration licence holder priority over other parties but is "subject to the Act" which gives the Minister a residual discretion to refuse a mining lease application on public interest grounds. Where the holder applies for a mining lease or general purpose lease over that land, the exploration licence continues in force until the application for a lease has been determined. 19 The Minister can approve 'retention status' for all or part of the land the subject of an exploration licence by the holder of a licence in circumstances where there is an identified mineral resource located in the land but the mining of that resource is impracticable. This retention status provides relief from expenditure requirements and is a basis for extension of terms of the licence. COMPANY'S INTERESTS 20 As outlined in further detail below on a project-by-project basis, we confirm that the Company either: 20.1 already holds an interest in the Tenements or in the case of Applications is identified as the applicant and will hold an interest upon grant; or 20.2 has rights under a binding agreement to acquire an interest in the Tenements or the Applications, subject to: 20.2.1 conditions precedent in the relevant agreement: 20.2.2 the grant of Ministerial consent (where required); and 20.2.3 in the case of Applications, the grant of the Application. 21 Apart from applications E53/1600, E53/1601, E53/1602, E53/1603 and E53/1604, which comprise the majority of the Lake Way Project, and E39/1683 which forms part of the Narnoo Project and which the Company has applied for in its own name (or in its former name Zeus Uranium Limited), the Company's interests in Tenements or contractual rights in respect of Applications arise pursuant to the Material Contracts. 22 The following section of the report sets out the nature of those interests by providing a brief summary of the Material Contracts.[3]

3 We are instructed that the Company will not acquire an interest in the following tenements which, while referred to in certain Material Contracts, are not Tenements for the purposes of this report: E52/2123 (Red Rock Sale Agreement, surrendered on 2 October 2012), E39/1177 (First Narnoo Sale Agreement, surrendered 12 October 2012), E39/1173 and E 39/1174 (First Narnoo Sale Agreement, surrendered on 01/03/12), E28/1596 and E 28/1595 (First Narnoo Sale Agreement, surrendered on 22/07/10), E53/1534 (Cazaly Sale Agreement, withdrawn on 2 March 2011), and E69/2363 (Cazaly Sale Agreement, surrendered 30 March 2012).

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Lake Way Project

E53/1247

23 Sammy is the registered holder of E53/1247. This tenement was sold to the Company pursuant to the Cazaly Sale Agreement, as novated and amended by the Sammy Novation and Amendment Agreement. Further details regarding this agreement are set out in paragraphs 27 to 31 below.

E53/1600, E53/1601, E53/1602, E53/1603 & E53/1604

24 As noted in paragraph 21 above, the Company has applied for E53/1600, E53/1601, E53/1602, E53/1603 and E53/1604.
25 The applications are recommended for grant subject to completion of the future act processes under the Native Title Act 1993 (Cth) ( NTA ). The NTA is addressed in further detail below; see also note 1 in the schedule.

Yeelirrie South Project and North Musgrave Project

E36/735 E36/733 & E69/2362

26 Sammy Resources Pty Ltd ( Sammy ) is:
26.1 the registered holder of E36/735 and E36/733 (Yeelirrie South Project).
26.2 the applicant for E69/2362 (North Musgrave Project).
27 Pursuant to the Cazaly Sale Agreement, as novated and amended by the Sammy Novation and Amendment Agreement, Sammy agreed to sell those tenements and the benefit of the applications to the Company for the share consideration of 2.5 million shares in the Company at $0.20 each, an uncapped royalty of 2% of the 'Net Smelter Return' (as defined in the Cazaly Sale Agreement) and $50,000.
28 Beneficial title and risk in the tenements will pass to the Company at completion, subject to the Company first obtaining the relevant Ministerial consent.
29 In addition, the Company agreed to use its best endeavours to make a priority entitlement offer to shareholders of Cazaly Resources Ltd of 10% of the public offering of securities.
30 The Company has assumed responsibility for all obligations and liabilities including rehabilitation obligations in relation to the tenements, and indemnifies Sammy against all claims and liabilities related to those obligations.
31 The Company also assumes all of Cazaly's rights and obligations under any 'Native Title Agreement' referred to in the Cazaly Sale Agreement. At the date of this report:
31.1 E36/735 & E36/733 have been granted; and

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31.2 application E69/2362 has been recommended for grant subject to completion of the future act processes under the NTA. The NTA is addressed in further detail below; see also note 5 in the schedule.

Percival Lakes Project

E 45/3027, E45/3028, E45/3029, E45/3030, E45/3031 and E45/3238

32 Northsun Resources Pty Ltd (now Riverwood Resources Pty Ltd) ( Riverwood ) is the applicant for E45/3027, E45/3028, E45/3029, E45/3030 and E45/3031.
33 River Rock Energy Limited ( River Rock ) is the applicant for E45/3238.
34 Pursuant to the Kalium Share Exchange Agreement as varied by the Kalium Deed of Variation and further varied by the Second Kalium Deed of Variation, the shareholders of Kalium Corporation Ltd ( Kalium ) agree to sell their entire legal and beneficial interest in their ordinary shares in Kalium to the Company for an allotment of ordinary fully paid up shares in the Company to the value of $2,000,000 ( Consideration Shares ).
35 Subject to the satisfaction of certain conditions precedent, namely the execution of a number of agreements including exploration joint venture agreements, tenement sale agreements, a deed of amendment, a subscription agreement and an option agreement, the Company will become the ultimate holding company of Kalium at completion.
36 The Kalium Share Exchange Agreement as varied by the Kalium Deed of Variation and the Second Kalium Deed of Variation also provides that:
36.1 at or before completion, the Company must issue the Consideration Shares to the vendors pro rata to the number of shares held by each vendor;
36.2 the Company must ensure that on the listing date the Consideration Shares constitute a percentage of total equity on a fully diluted basis as set out in the agreement;
36.3 the Company warrants that it will use best endeavours to raise a minimum of $10 million up to a maximum of $12 million by way of Initial Public Offering on the ASX by 31 December 2012.
37 Pursuant to the Percival Lakes JV Agreement, Riverwood, River Rock and Kalium have established an unincorporated joint venture for the purpose of exploring the land the subject of the applications (or any other area agreed by the parties).
38 The participating interests at the date of the Percival Lakes JV Agreement are 100% Riverwood and River Rock as tenants in common and 0% Kalium respectively. Kalium has a right to earn a 100% participating interest, subject to the rights retained by Riverwood and RRE referred to in paragraph 41 below, by paying the minimum annual expenditure in relation to the tenements (once granted) for the first year following grant.
39 The Percival Lakes JV Agreement also provides that:

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39.1 Riverwood and River Rock covenant to hold the tenements for and on behalf
of the parties to the joint venture.
39.2 during the first year after grant of each of the exploration licences, Kalium
must comply with the minimum annual expenditure requirements, provide
exploration programs, budgets and reports to Riverwood and River Rock and
be responsible for the administration and maintenance of the tenements.
39.3 upon Kalium earning its 100% interest, Riverwood and River Rock agree to
provide Kalium with duly executed and registrable transfers in respect of
tenements.
40 The Percival Lakes JV Agreement will terminate when Kalium becomes the registered
holder of a 100% interest in the tenements or by mutual agreement between the parties.
41 The Percival Lakes JV Agreement is subject to the Kalium Deed of Acknowledgement
and the Kalium Letter Agreement, which together provide that:
41.1 Riverwood and River Rock have retained the right to explore the land the
subject of the tenements (once granted).
41.2 if Riverwood and River Rock:
41.2.1 spend at least $100,000 exploring for potash and lithium; and
41.2.2 discover potash or lithium deposits,
the Company must procure that Kalium do all things necessary to grant
Riverwood and River Rock the right to mine potash and lithium, subject
always to the priority of Kalium's rights.
Narnoo Project
E39/1401
42 The Company is the registered holder of E39/1401.
43 Pursuant to the First Narnoo Sale Agreement, A1 Minerals Limited ( A1 ) agreed to sell
the tenement and other tenements [4] to the Company for the total sum of $400,000 and an
uncapped royalty of 2% of 'Net Smelter Returns' (as defined in the First Narnoo Sale
Agreement).
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4 As noted in footnote 2 above, the Company will not acquire an interest in tenements E39/1177, E39/1173, E 39/1174, E28/1596 and E 28/1595.

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44 Beneficial title and risk in the tenement passed to the Company on 17 December 2010. The tenement was transferred and the Company became the registered holder of the tenement on 19 January 2012.
45 The Company has assumed responsibility for all rehabilitation obligations in relation to the tenements and has indemnified A1 against all claims and liabilities related to those rehabilitation obligations.
46 Pursuant to the Narnoo Assumption Deed, the Company has also assumed all of A1’s rights and obligations under the 'Native Title Agreement' with the Wongatha Claim Group dated 21 July 2004 and has indemnified A1 in relation to these rights and obligations.
E28/2096 & E28/2097 47 The Company is the registered holder of E28/2096 and E28/2097. 48 Pursuant to the Second Narnoo Sale Agreement, Eaglex Pty Ltd ( Eaglex ) agreed to sell the benefit of those tenements to the Company for the sum of $2,000.
49 The Company became entitled to the benefit of the tenements on 23 October 2010. The tenements were transferred and registered to the Company on 30 July 2012.
50 The Company has indemnified Eaglex against any loss or claim incurred by FEC after the date of the Second Narnoo Sale Agreement arising from any of the Company's activities in respect of the tenements.
E39/1687 & E39/1689
51 Geological Resources Solutions Pty Ltd ( Geological Resources ) is the registered holder of tenement E39/1687 and the applicant for E39/1689.
52 Pursuant to the Third Narnoo Sale Agreement:
52.1 Geological Resources has agreed to sell the benefit of E39/1687 and E39/1689 to the Company for the sum of $2,200; and
52.2 From 1 August 2012, the Company:
- 52.2.1 has assumed responsibility for compliance, performance and observation of all the requirements and provisions which attach to or are imposed on E39/1687, E39/1689, or the holder thereof under the Act;
- 52.2.2 has assumed responsibility for payment of all fees, rents, charges, rates, assessments and other moneys necessary to keep E39/1687 and E39/1689 in full force and effect and free from encumbrances or any liability for forfeiture; and

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52.2.3 indemnifies Geological Resources against all claims, damages, fines and costs in consequence of any breach for non-observance or non-performance of the Company's obligations in respect of E39/1687 and E39/1689.
52.3 From the 'Settlement Date', defined as a date not less than 366 days from the date of grant of the relevant exploration licences, the Company will assume risk in E39/1687 and E39/1689.

E39/1683

As noted in paragraph 21 above, the Company is the registered holder of and original applicant for[5] E39/1683.

Mortimer Hills Project

E09/1618

53 FEC is the registered holder of E09/1618.

54 Pursuant to the Mortimer Hills JV Agreement, FEC and the Company have established an unincorporated joint venture for the purpose of exploring the land the subject of E09/1618.

55 The participating interests at the date of the Mortimer Hills JV Agreement, are 100% FEC and 0% the Company respectively. The Company has a right to earn a 100% participating interest by paying the minimum annual expenditure in relation to the tenement for the first year following grant. 56 The Mortimer Hills JV Agreement also provides that: 56.1 FEC covenants to hold the tenement for and on behalf of the parties to the joint venture.

56.2 FEC authorises the Company to carry out mining on the tenement from the date of grant of the exploration licence.

56.3 during the first year after grant of the exploration licence, the Company must comply with minimum annual expenditure requirements, provide exploration programs, budgets and reports to FEC and be responsible for the administration and maintenance of the tenement. 56.4 upon the Company earning a 100% interest, FEC will provide the Company with a duly executed and registrable transfer in respect of the tenement.

5 Under the Company's former name, Zeus Uranium Limited.

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57 The Mortimer Hills JV Agreement will terminate if and when the Company becomes the registered holder of a 100% interest in E09/1618 or by mutual agreement between the parties.

Red Rock Project

E52/2122

58 FEC II Pty Ltd ( FEC ) is the registered holder of E52/2122[6] . 59 Pursuant to the Red Rock Sale Agreement, FEC agreed to sell the tenement to the Company for the sum of $150,000. 60 Beneficial title and risk in the tenement passed to the Company on 12 August 2010[7] . 61 The Company has indemnified FEC against any loss or claim incurred by FEC after the date of the Red Rock Sale Agreement arising from any of the Company's activities in respect of the tenements. 62 Under the Red Rock Variation Deed, the parties have confirmed that their obligations under the Red Rock Sale Agreement continue to remain binding as between the parties. and that the 'Admission Date' (being the date on which the purchase price must be paid to FEC) is amended to 31 December 2012. NATIVE TITLE 63 In Mabo v Queensland (No 2) the High Court determined that the common law of Australia recognised certain proprietary rights and interests of Aboriginal and Torres Strait Islander people in relation to their traditional lands and waters. 64 In general terms, this 'native title' will be recognised where persons claiming to hold that title can establish that they have maintained a continuous connection with the land in accordance with traditional laws and customs since settlement and those rights have not been lawfully extinguished. 65 The NTA codifies much of the common law in relation to native title. The NTA establishes a framework pursuant to which: 65.1 persons claiming to hold native title can file their claims and have them determined by the Federal Court.

6 As noted in the Schedule, while E 52/2122 remains live, the initial term expired on 23 July 2012 and an application to extend / renew the term for a further five year period was lodged on 15 July 2012.

7 As noted in the Schedule, while E 52/2122 remains live, the initial term expired on 23 July 2012 and an application to extend / renew the term for a further five year period was lodged on 15 July 2012. Further, there was under-expenditure by the current holder of $17,779.00 during the year end 23/07/2012, and an exemption application was lodged 21 September 2012.

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65.2 the doing of acts that may have unlawfully affected native title, for example the grant of interests in certain non-freehold land: 65.2.1 after the commencement of the Racial Discrimination Act 1975 (Cth) and prior to the commencement of the NTA; or 65.2.2 following the commencement of the NTA but prior to the decision of the High Court in Wik Peoples v The State of Queensland on 23 December 1996, are retrospectively validated with compensation payable to persons determined to be the holders of native title in the relevant area. 65.3 the doing of acts after 23 December 1996 that may affect native title (known as 'future acts'), including the grant of mining tenements, are validated subject to certain procedural rights afforded to persons claiming to hold native title and whose claim has passed a 'registration test' (which assesses the claim against certain baseline requirements) administered by the NNTT. 66 These 'future act processes' are not required to be complied with where native title has been lawfully extinguished (for example, by the grant of freehold). 67 The majority of the Tenements and Applications are in respect of land which is either subject to a registered native title claim or a determination of native title. The details of these claims and determinations are set out in the schedule. 68 We do not express an opinion as to whether or not native title is extinguished in land the subject of registered native title claims. The details of whether or not native title has been extinguished in the land the subject of the determinations of native title are set out in the notes to the schedule. 69 In one case, the land the subject of certain Tenements is subject to an 'indigenous land use agreement', which affects the future act processes applying to the tenement. The details of this agreement are set out in the notes to the schedule.

Effect of native title on the Tenements

70 All of the Tenements in the schedule were granted after 23 December 1996. 71 The NTA provides that mining tenements granted after 23 December 1996 will validly affect native title provided that the relevant future act process has been complied with. 72 In particular, the NTA provides, in relation to the grant of mining tenements after 23 December 1996, that: 72.1 those tenements do not extinguish native title; and 72.2 native title has no effect in relation to those tenements.

Effect of native title on the Applications

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73	In Western Australia, the State processes applications for exploration licences under the
	'expedited procedure' of the NTA, subject to (in most regions of the State) the applicant
	for the exploration licences first giving the State satisfactory evidence that it has offered
	to enter into, or is already party to, an appropriate Aboriginal heritage agreement.
74	Where a mining tenement (including an exploration licence) is advertised under the
	expedited procedure, those persons having a registered native title claim (or any persons
	who may become persons having a registered native title claim) may object to the
	application of that procedure within four months of the relevant advertisement date.
75	If an objection is received, the NNTT must determine whether or not the expedited
	procedure should apply to the relevant application for the mining tenement. In doing so,
	the NNTT must consider whether or not the grant of that tenement:
	75.1 is likely to interfere directly with the carrying on of the community or social
	activities of any holders of native title or persons having a registered native
	title claim;
	75.2 is likely to interfere with areas or sites of particular significance to any holders
	of native title or persons having a registered native title claim; and
	75.3 is likely to, or will create rights whose exercise is likely to, involve major
	disturbance to the land the subject of the licence.
76	If the NNTT determines that the expedited procedure should apply to the application, the
	State may proceed to grant the application. The consequences set out in paragraphs 71
	and 72 above will apply to any mining tenement granted pursuant to the application.
77	If the NNTT determines that the expedited procedure should not apply to the application,
	the 'right to negotiate' process in the NTA will apply to the application, whereby the
	applicant for the tenement, any holders of native title and registered native title claim
	groups over the relevant land and the State are obliged to negotiate in good faith for a
	minimum of six months. If the parties reach agreement regarding the grant of the mining
	tenement, the mining tenement may be granted subject to any agreed conditions and the
	consequences set out in paragraphs 71 and 72 above will apply to that mining tenement.
	If the parties are unable to reach agreement any party may, after no less than six months,
	apply to the NNTT for a determination as to whether or not the mining tenement may be
	granted and, if so, on what conditions. If the NNTT determines that the mining tenement
	may be granted, it will be granted subject to any conditions determined by the NNTT
	and the consequences set out in paragraphs 71 and 72 above will apply to that mining
	tenement. If the NNTT determines that the mining tenement should not be granted,
	subject to the right of the Commonwealth Attorney-General to overrule that
	determination, the application must be refused by the Department of Mines and
	Petroleum.

78 The details of whether or not the Applications have yet been advertised under the NTA and, if they have been advertised, whether any objections have been received, are set out in the notes to the schedule.

160

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ABORIGINAL HERITAGE

79 The Aboriginal Heritage Act 1972 (WA) ( AHA ) and the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) protect places and objects that are of significance to Aboriginal and Torres Strait Islander people in accordance with their traditional laws and customs ( Aboriginal Sites ).
80 The AHA provides that it is an offence for a person to damage or in any way alter an Aboriginal Site.
81 Compliance with the AHA is an express condition of all mining tenements in Western Australia. Accordingly, commission of an offence under the AHA may mean that the exploration licence is vulnerable to an order for forfeiture.
82 The Department of Indigenous Affairs maintains a register of sites that have been registered under the AHA. This register indicates that 34 registered Aboriginal Sites are located within the boundaries of the Tenements and the Applications. The Company will need to ensure that these Aboriginal Sites are not interfered with, except with the consent of the Minister under the AHA.
83 The register does not purport to be comprehensive. Sites and objects of significance to Aboriginal persons are protected whether or not those sites are registered under the AHA. The Company will need to engage with Aboriginal persons with appropriate traditional knowledge of the land the subject of the Tenements and the Applications in order to ensure that any proposed works will not interfere with any Aboriginal sites that are not recorded in the register.

ASSUMPTIONS AND QUALIFICATIONS

84 This report is subject to the following assumptions (in addition to any assumptions expressed elsewhere in this report):
84.1 we have assumed that information provided by third parties, including various government departments, in response to searches and enquiries made by us is accurate, complete and up to date as at the date of its receipt by us.
84.2 we have assumed that the Material Contracts were within the capacity and powers of, and were validly authorised, stamped or lodged for stamping (where necessary), executed, delivered by and are legally binding on and enforceable against the parties to them and comprise the entire agreement of the parties to each of them with respect to their respective subject matters.
84.3 we have assumed that the stamp duty markings, seals and signatures on the Material Contracts are authentic.
84.4 we have assumed that the parties to each of the Material Contracts are complying with and will continue to comply with and fulfil the terms of the Material Contracts.

161

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84.5 we have assumed the completeness and the conformity to original documents of all copies reviewed.
85 This report is subject to the following qualifications (in addition to any qualifications expressed elsewhere in this report):
85.1 we express no opinion as to whether or not the Applications will ultimately be granted, nor the conditions subject to which the Applications may be granted.
85.2 where completion is yet to occur under a Material Contract, we express no opinion as to whether completion will ultimately occur.
85.3 in relation to any statement relating to whether the Tenement is in good standing, such statement is only based on the information contained in the relevant search on the instrument of title for the Tenement.
85.4 where compliance with the terms and conditions of any Tenements or Applications and the provisions of the Mining Act including requirements necessary to maintain the Tenements in good standing, or a possible claim in relation to the Tenements or Applications by third parties is not disclosed on the face of the searches referred to above, we express no opinion as to such compliance or claim.

CONCLUSION

86 DLA Piper Australia has given its written consent to the issue of the Prospectus with this report in the form and context in which it is included, and has not withdrawn its consent prior to the lodgement of the Prospectus with the Australian Securities and Investment Commission. This report has been prepared only for the purposes of the Prospectus and is not to be relied on for any other purposes.
87 This report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or used for any other purpose or quoted or referred to in any public documents or filed with any government body or other person without our prior consent.
88 DLA Piper Australia will be paid its normal and usual professional fees for the preparation of this report. Except in respect of its professional fees and otherwise disclosed in the Prospectus, DLA Piper Australia has no interest in the promotion of the Company.

162

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Yours sincerely

Alex Jones Partner Direct +61 8 6467 6204 [email protected]

163

	1110258124 \ 0505541 \ RND01 Lake Way E53/1247 - Tenement Sammy Resources Pty Ltd 100 22 BL 03/01/2007 02/01/2017 Extension of term granted Rent for year end 02/01/2014 is $5,416.40. Rent due for year end 02/01/2013 ($5,269.00) has been paid in full. $50,000.00 1 (Tarlpa) (Tjiwarl) Lake Way E53/1600 - Application Zeus Resources Limited 100 60 BL 26/11/2010 N/A $6,606.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1601 - Application Zeus Resources Limited 100 70 BL 26/11/2010 N/A $7,707.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1602 - Application Zeus Resources Limited 100 57 BL 26/11/2010 N/A $6,275.70 Not yet required 2, 3 (Wiluna) Lake Way E53/1603 - Application Zeus Resources Limited 100 16 BL 26/11/2010 N/A $1,761.60 Not yet required 2, 3 (Wiluna) Lake Way E53/1604 - Application Zeus Resources Limited 100 48 BL 26/11/2010 N/A $5,284.80 Not yet required 2, 3 (Wiluna)	1110258124 \ 0505541 \ RND01 Lake Way E53/1247 - Tenement Sammy Resources Pty Ltd 100 22 BL 03/01/2007 02/01/2017 Extension of term granted Rent for year end 02/01/2014 is $5,416.40. Rent due for year end 02/01/2013 ($5,269.00) has been paid in full. $50,000.00 1 (Tarlpa) (Tjiwarl) Lake Way E53/1600 - Application Zeus Resources Limited 100 60 BL 26/11/2010 N/A $6,606.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1601 - Application Zeus Resources Limited 100 70 BL 26/11/2010 N/A $7,707.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1602 - Application Zeus Resources Limited 100 57 BL 26/11/2010 N/A $6,275.70 Not yet required 2, 3 (Wiluna) Lake Way E53/1603 - Application Zeus Resources Limited 100 16 BL 26/11/2010 N/A $1,761.60 Not yet required 2, 3 (Wiluna) Lake Way E53/1604 - Application Zeus Resources Limited 100 48 BL 26/11/2010 N/A $5,284.80 Not yet required 2, 3 (Wiluna)	1110258124 \ 0505541 \ RND01 Lake Way E53/1247 - Tenement Sammy Resources Pty Ltd 100 22 BL 03/01/2007 02/01/2017 Extension of term granted Rent for year end 02/01/2014 is $5,416.40. Rent due for year end 02/01/2013 ($5,269.00) has been paid in full. $50,000.00 1 (Tarlpa) (Tjiwarl) Lake Way E53/1600 - Application Zeus Resources Limited 100 60 BL 26/11/2010 N/A $6,606.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1601 - Application Zeus Resources Limited 100 70 BL 26/11/2010 N/A $7,707.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1602 - Application Zeus Resources Limited 100 57 BL 26/11/2010 N/A $6,275.70 Not yet required 2, 3 (Wiluna) Lake Way E53/1603 - Application Zeus Resources Limited 100 16 BL 26/11/2010 N/A $1,761.60 Not yet required 2, 3 (Wiluna) Lake Way E53/1604 - Application Zeus Resources Limited 100 48 BL 26/11/2010 N/A $5,284.80 Not yet required 2, 3 (Wiluna)	1110258124 \ 0505541 \ RND01 Lake Way E53/1247 - Tenement Sammy Resources Pty Ltd 100 22 BL 03/01/2007 02/01/2017 Extension of term granted Rent for year end 02/01/2014 is $5,416.40. Rent due for year end 02/01/2013 ($5,269.00) has been paid in full. $50,000.00 1 (Tarlpa) (Tjiwarl) Lake Way E53/1600 - Application Zeus Resources Limited 100 60 BL 26/11/2010 N/A $6,606.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1601 - Application Zeus Resources Limited 100 70 BL 26/11/2010 N/A $7,707.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1602 - Application Zeus Resources Limited 100 57 BL 26/11/2010 N/A $6,275.70 Not yet required 2, 3 (Wiluna) Lake Way E53/1603 - Application Zeus Resources Limited 100 16 BL 26/11/2010 N/A $1,761.60 Not yet required 2, 3 (Wiluna) Lake Way E53/1604 - Application Zeus Resources Limited 100 48 BL 26/11/2010 N/A $5,284.80 Not yet required 2, 3 (Wiluna)	1110258124 \ 0505541 \ RND01 Lake Way E53/1247 - Tenement Sammy Resources Pty Ltd 100 22 BL 03/01/2007 02/01/2017 Extension of term granted Rent for year end 02/01/2014 is $5,416.40. Rent due for year end 02/01/2013 ($5,269.00) has been paid in full. $50,000.00 1 (Tarlpa) (Tjiwarl) Lake Way E53/1600 - Application Zeus Resources Limited 100 60 BL 26/11/2010 N/A $6,606.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1601 - Application Zeus Resources Limited 100 70 BL 26/11/2010 N/A $7,707.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1602 - Application Zeus Resources Limited 100 57 BL 26/11/2010 N/A $6,275.70 Not yet required 2, 3 (Wiluna) Lake Way E53/1603 - Application Zeus Resources Limited 100 16 BL 26/11/2010 N/A $1,761.60 Not yet required 2, 3 (Wiluna) Lake Way E53/1604 - Application Zeus Resources Limited 100 48 BL 26/11/2010 N/A $5,284.80 Not yet required 2, 3 (Wiluna)	1110258124 \ 0505541 \ RND01 Lake Way E53/1247 - Tenement Sammy Resources Pty Ltd 100 22 BL 03/01/2007 02/01/2017 Extension of term granted Rent for year end 02/01/2014 is $5,416.40. Rent due for year end 02/01/2013 ($5,269.00) has been paid in full. $50,000.00 1 (Tarlpa) (Tjiwarl) Lake Way E53/1600 - Application Zeus Resources Limited 100 60 BL 26/11/2010 N/A $6,606.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1601 - Application Zeus Resources Limited 100 70 BL 26/11/2010 N/A $7,707.00 Not yet required 2, 3 (Wiluna) Lake Way E53/1602 - Application Zeus Resources Limited 100 57 BL 26/11/2010 N/A $6,275.70 Not yet required 2, 3 (Wiluna) Lake Way E53/1603 - Application Zeus Resources Limited 100 16 BL 26/11/2010 N/A $1,761.60 Not yet required 2, 3 (Wiluna) Lake Way E53/1604 - Application Zeus Resources Limited 100 48 BL 26/11/2010 N/A $5,284.80 Not yet required 2, 3 (Wiluna)
Native Title Determinations (Native Title Claims)	(Tarlpa) (Tjiwarl)	(Wiluna)	(Wiluna)	(Wiluna)	(Wiluna)	(Wiluna)
Notes	1	2, 3	2, 3	2, 3	2, 3	2, 3
	$50,000.00	Not yet required	Not yet required	Not yet required	Not yet required	Not yet required
Current Year Expenditure Commitment

Annual Rent ex- GST or Rent on Application	Rent for year end 02/01/2014 is $5,416.40. Rent due for year end 02/01/2013 ($5,269.00) has been paid in full.	$6,606.00	$7,707.00	$6,275.70	$1,761.60	$5,284.80
Expiry Date	02/01/2017 Extension of term granted	N/A	N/A	N/A	N/A	N/A
Grant date or Application date	03/01/2007	26/11/2010	26/11/2010	26/11/2010	26/11/2010	26/11/2010
Area (Blocks)	22 BL	60 BL	70 BL	57 BL	16 BL	48 BL
Shares	100	100	100	100	100	100
Holder	Sammy Resources Pty Ltd	Zeus Resources Limited	Zeus Resources Limited	Zeus Resources Limited	Zeus Resources Limited	Zeus Resources Limited
Tenement or Application	E53/1247 - Tenement	E53/1600 - Application	E53/1601 - Application	E53/1602 - Application	E53/1603 - Application	E53/1604 - Application
Project	Lake Way	Lake Way	Lake Way	Lake Way	Lake Way	Lake Way

164

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----- Start of picture text -----

Martu
Claims) (Tjiwarl) (Tjiwarl)
Native Title (Native Title Ngaanyatjarra
Determinations
Notes 4 4 5, 6 7, 8
Current Year Expenditure Commitment $70,000.00 $20,000.00 Not yet required Not yet required
18
Annual Rent ex- GST or Rent on Application Rent for year end 26/04/2014 is year end 26/04/2013 ($7,945.00) has been paid in full. Rent for year end 14/07/2014 is year end 14/07/2013 ($1,283.70) has been paid in full. $4,775.00 $19,100.00
$8,169.00. Rent for $1,995.95. Rent for
N/A N/A
Expiry Date 26/04/2016 14/07/2015
or date
Grant date Application 27/04/2011 15/07/2010 13/02/2007 10/04/2007
70 BL 11 BL 50 BL 200 BL
Area (Blocks)
100 100 100 100
Shares
Holder
Sammy Resources Pty Ltd Sammy Resources Pty Ltd Sammy Resources Pty Ltd Northsun Resources Pty Ltd (now Riverwood Resources Pty Ltd)
or
Tenement Application E36/733 - Tenement E36/735 - Tenement E69/2362 - Application E45/3027 - Application
1110258124 \ 0505541 \ RND01
Project Yeelirrie Sth Yeelirrie Sth Nth Musgrave Percival Lakes
----- End of picture text -----

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==> picture [36 x 60] intentionally omitted <==

Native Title Determinations (Native Title Claims)	Martu	Martu	Martu	Martu Ngurrara
Notes	7, 8	7, 8	7, 8, 9	9, 10, 11
	Not yet required	Not yet required	Not yet required	Not yet required
Current Year Expenditure Commitment

Annual Rent ex- GST or Rent on Application	$19,100.00	$18,336.00	$16,139.50	$18,145.00
Expiry Date	N/A	N/A	N/A	N/A
Grant date or Application date	10/04/2007	10/04/2007	10/04/2007	10/04/2007
Area (Blocks)	200 BL	192 BL	169 BL	190 BL
Shares	100	100	100	100
Holder	Northsun Resources Pty Ltd (now Riverwood Resources Pty Ltd)	Northsun Resources Pty Ltd (now Riverwood Resources Pty Ltd)	Northsun Resources Pty Ltd (now Riverwood Resources Pty Ltd)	Northsun Resources Pty Ltd (now Riverwood Resources Pty Ltd)
Tenement or Application	E45/3028 - Application	E45/3029 - Application	E45/3030 - Application	E45/3031 - Application
Project	Percival Lakes	Percival Lakes	Percival Lakes	Percival Lakes

166

	1110258124 \ 0505541 \ RND01 20 Percival Lakes E45/3238 - Application River Rock Energy Limited 100 90 BL 05/05/2008 N/A $9,009.00 Not yet required 7, 12 Martu Narnoo E39/1401 - Tenement Zeus Resources Limited 100 105 BL 03/08/2009 02/08/2014 Rent for year end 02/08/2014 is $19,052.25. Rent for year end 02/08/2013 ($19,052.25) has been paid in full. $157,500.00+ A fine of $7,870.00 was imposed in respect of non-compliance with expenditure obligations on 20 April 2011, and paid on 23 May 2011 + A fine of $180.00 was imposed in respect of non-compliance with expenditure obligations on 17 February 2012, and paid on 27 February 2012. 13 [Former Wongatha claim area] Does not prevent a further claim from being made over the area in future Narnoo E28/2096 - Tenement Zeus Resources Limited 100 30 BL 09/05/2011 08/05/2016 Rent for year end 08/05/2014 is $3,501.00. Rent for year end 08/05/2013 ($3,405.00) has been paid in full. $30,000.00 14 [Former Wongatha claim area] Does not prevent a further claim from being made over the area in future	1110258124 \ 0505541 \ RND01 20 Percival Lakes E45/3238 - Application River Rock Energy Limited 100 90 BL 05/05/2008 N/A $9,009.00 Not yet required 7, 12 Martu Narnoo E39/1401 - Tenement Zeus Resources Limited 100 105 BL 03/08/2009 02/08/2014 Rent for year end 02/08/2014 is $19,052.25. Rent for year end 02/08/2013 ($19,052.25) has been paid in full. $157,500.00+ A fine of $7,870.00 was imposed in respect of non-compliance with expenditure obligations on 20 April 2011, and paid on 23 May 2011 + A fine of $180.00 was imposed in respect of non-compliance with expenditure obligations on 17 February 2012, and paid on 27 February 2012. 13 [Former Wongatha claim area] Does not prevent a further claim from being made over the area in future Narnoo E28/2096 - Tenement Zeus Resources Limited 100 30 BL 09/05/2011 08/05/2016 Rent for year end 08/05/2014 is $3,501.00. Rent for year end 08/05/2013 ($3,405.00) has been paid in full. $30,000.00 14 [Former Wongatha claim area] Does not prevent a further claim from being made over the area in future	1110258124 \ 0505541 \ RND01 20 Percival Lakes E45/3238 - Application River Rock Energy Limited 100 90 BL 05/05/2008 N/A $9,009.00 Not yet required 7, 12 Martu Narnoo E39/1401 - Tenement Zeus Resources Limited 100 105 BL 03/08/2009 02/08/2014 Rent for year end 02/08/2014 is $19,052.25. Rent for year end 02/08/2013 ($19,052.25) has been paid in full. $157,500.00+ A fine of $7,870.00 was imposed in respect of non-compliance with expenditure obligations on 20 April 2011, and paid on 23 May 2011 + A fine of $180.00 was imposed in respect of non-compliance with expenditure obligations on 17 February 2012, and paid on 27 February 2012. 13 [Former Wongatha claim area] Does not prevent a further claim from being made over the area in future Narnoo E28/2096 - Tenement Zeus Resources Limited 100 30 BL 09/05/2011 08/05/2016 Rent for year end 08/05/2014 is $3,501.00. Rent for year end 08/05/2013 ($3,405.00) has been paid in full. $30,000.00 14 [Former Wongatha claim area] Does not prevent a further claim from being made over the area in future
Native Title Determinations (Native Title Claims)	Martu	[Former Wongatha claim area] Does not prevent a further claim from being made over the area in future
			[Former Wongatha claim area] Does not prevent a further claim from being made over the area in future

Notes	7, 12	13	14
	Not yet required	$157,500.00+ A fine of $7,870.00 was imposed in respect of non-compliance with expenditure obligations on 20 April 2011, and paid on 23 May 2011 + A fine of $180.00 was imposed in respect of non-compliance with expenditure obligations on 17 February 2012, and paid on 27 February 2012.	$30,000.00
Current Year Expenditure Commitment

Annual Rent ex- GST or Rent on Application	$9,009.00	Rent for year end 02/08/2014 is $19,052.25. Rent for year end 02/08/2013 ($19,052.25) has been paid in full.	Rent for year end 08/05/2014 is $3,501.00. Rent for year end 08/05/2013 ($3,405.00) has been paid in full.
Expiry Date	N/A	02/08/2014	08/05/2016
Grant date or Application date	05/05/2008	03/08/2009	09/05/2011
Area (Blocks)	90 BL	105 BL	30 BL
Shares	100	100	100
Holder	River Rock Energy Limited	Zeus Resources Limited	Zeus Resources Limited
Tenement or Application	E45/3238 - Application	E39/1401 - Tenement	E28/2096 - Tenement
Project	Percival Lakes	Narnoo	Narnoo

167

	1110258124 \ 0505541 \ RND01 21 Narnoo E28/2097 - Tenement Zeus Resources Limited 100 11 BL 09/05/2011 08/05/2016 Rent for year end 08/05/2014 is $1,283.70. Rent for year end 08/05/2013 ($1,248.50) has been paid in full. $20,000.00 14 [Former Wongatha claim area] Does not prevent a further claim from being made over the area in future Narnoo E39/1683 - Tenement Zeus Resources Limited 100 127 BL 05/09/2012 04/09/2017 Rent for year end 04/09/2014 is $14,820.90. Rent for year end 04/09/2013 ($14,414.50) has been paid in full. $127,000.00 None at present A claim may or may not be made over the area in future Narnoo E39/1687 - Tenement Geological Resource Solutions Pty Ltd 100 10 BL 10/10/2012 09/10/2017 Rent for year end 09/10/2014 is $1,167.00. Rent for year end 09/10/2013 ($1,135.00) has been paid in full. $20,000 None at present A claim may or may not be made over the area in future	1110258124 \ 0505541 \ RND01 21 Narnoo E28/2097 - Tenement Zeus Resources Limited 100 11 BL 09/05/2011 08/05/2016 Rent for year end 08/05/2014 is $1,283.70. Rent for year end 08/05/2013 ($1,248.50) has been paid in full. $20,000.00 14 [Former Wongatha claim area] Does not prevent a further claim from being made over the area in future Narnoo E39/1683 - Tenement Zeus Resources Limited 100 127 BL 05/09/2012 04/09/2017 Rent for year end 04/09/2014 is $14,820.90. Rent for year end 04/09/2013 ($14,414.50) has been paid in full. $127,000.00 None at present A claim may or may not be made over the area in future Narnoo E39/1687 - Tenement Geological Resource Solutions Pty Ltd 100 10 BL 10/10/2012 09/10/2017 Rent for year end 09/10/2014 is $1,167.00. Rent for year end 09/10/2013 ($1,135.00) has been paid in full. $20,000 None at present A claim may or may not be made over the area in future	1110258124 \ 0505541 \ RND01 21 Narnoo E28/2097 - Tenement Zeus Resources Limited 100 11 BL 09/05/2011 08/05/2016 Rent for year end 08/05/2014 is $1,283.70. Rent for year end 08/05/2013 ($1,248.50) has been paid in full. $20,000.00 14 [Former Wongatha claim area] Does not prevent a further claim from being made over the area in future Narnoo E39/1683 - Tenement Zeus Resources Limited 100 127 BL 05/09/2012 04/09/2017 Rent for year end 04/09/2014 is $14,820.90. Rent for year end 04/09/2013 ($14,414.50) has been paid in full. $127,000.00 None at present A claim may or may not be made over the area in future Narnoo E39/1687 - Tenement Geological Resource Solutions Pty Ltd 100 10 BL 10/10/2012 09/10/2017 Rent for year end 09/10/2014 is $1,167.00. Rent for year end 09/10/2013 ($1,135.00) has been paid in full. $20,000 None at present A claim may or may not be made over the area in future
			None at present A claim may or may not be made over the area in future
Native Title Determinations (Native Title Claims)	[Former Wongatha claim area] Does not prevent a further claim from being made over the area in future	None at present A claim may or may not be made over the area in future

Notes	14
	$20,000.00	$127,000.00	$20,000
Current Year Expenditure Commitment

Annual Rent ex- GST or Rent on Application	Rent for year end 08/05/2014 is $1,283.70. Rent for year end 08/05/2013 ($1,248.50) has been paid in full.	Rent for year end 04/09/2014 is $14,820.90. Rent for year end 04/09/2013 ($14,414.50) has been paid in full.	Rent for year end 09/10/2014 is $1,167.00. Rent for year end 09/10/2013 ($1,135.00) has been paid in full.
Expiry Date	08/05/2016	04/09/2017	09/10/2017
Grant date or Application date	09/05/2011	05/09/2012	10/10/2012
Area (Blocks)	11 BL	127 BL	10 BL
Shares	100	100	100
Holder	Zeus Resources Limited	Zeus Resources Limited	Geological Resource Solutions Pty Ltd
Tenement or Application	E28/2097 - Tenement	E39/1683 - Tenement	E39/1687 - Tenement
Project	Narnoo	Narnoo	Narnoo

168

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Native Title Determinations (Native Title Claims)		(Wajarri Yamatji) (Gnulli)
	None at present A claim may or may not be made over the area in future

Notes		15, 16
	Not yet required	$62,000.00
Current Year Expenditure Commitment

Annual Rent ex- GST or Rent on Application	$1,589.00	Rent for year end 15/05/2014 is $7,235.40. Rent for year end 15/05/2013 ($7,037.00) has been paid in full.
Expiry Date	N/A	15/5/2016
Grant date or Application date	01/03/2012	16/05/2011
Area (Blocks)	14 BL	62 BL
Shares	100	100
Holder	Geological Resource Solutions Pty Ltd	FEC II Pty Ltd
Tenement or Application	E39/1689 - Application	E09/1618 - Tenement
Project	Narnoo	Mortimer Hills

169

==> picture [36 x 59] intentionally omitted <==

Native Title Determinations (Native Title Claims)	Nharnuwangga Wajarri & Ngarlawangga	1110258124 \ 0505541 \ RND01 23
Notes	17, 18
	$50,000.00+ there was under expenditure of $17,779 in the year ended 23 July 2012. An exemption application was lodged on 21 September 2012 and is pending. + A fine of $720.00 was imposed in respect of non-compliance with expenditure obligations on 9 December 2009, and paid on 24 December 2009.
Current Year Expenditure Commitment

Annual Rent ex- GST or Rent on Application	Rend for year end 23/07/2014 is $4,185.40. Rent for year end 23/07/2013 ($4,185.40) has been paid in full.
Expiry Date	23/07/2012 an application for extension of term was lodged on 23 July 2012 and is pending
Grant date or Application date	24/07/2007
Area (Blocks)	17 BL the application originally granted was for 29 BL, however a compulsory partial surrender has occurred
Shares	100
Holder	FEC II Pty Ltd
Tenement or Application	E52/2122 - Tenement
Project	Red Rock

170

==> picture [60 x 36] intentionally omitted <==

NOTES TO THE SCHEDULE

Lake Way Project

1 Tenement is granted partly over land the subject of the Tarlpa native title claim and partly over land the subject of the Tjiwarl native title claim. The Tarlpa and Tjiwarl native title claimants claim to hold nonexclusive native title rights and interests in the relevant area of their respective claims. The Tarlpa claimants claim to have rights to access, camp, erect shelters, live on, move about, hold meetings, hunt and gather, use water, use natural products in accordance with traditional law and custom, conduct ceremony, participate in cultural activities, maintain and protect places of importance and conduct burials on land in their area. The Tjiwarl claimants claim to have rights to access, take resources other than minerals, engage in spiritual and cultural activities and maintain and protect places of significance on land in their area. However, as set out in paragraph 72 above, these claimed rights and interests have no effect in relation to the Tenement (i.e. the native title claimants cannot seek to enforce these claimed rights and interests against the tenement holder in respect of any lawful exercise of the rights pursuant to the Tenement).

2 Application is over land the subject of the Wiluna native title claim. The Wiluna native title claimants claim to hold non-exclusive native title rights and interests in the relevant area. These claimed rights and interests include rights to possess, occupy, use and enjoy, make decisions about the use of, control the access of others to use and enjoy resources (other than minerals), trade resources (other than minerals), receive a portion of resources (other than minerals), maintain and protect places of importance and maintain cultural knowledge to and of the land. However, as set out in paragraph 77 above, these claimed rights and interests will have no effect in relation to any tenement granted pursuant to the Application (i.e. the native title claimants cannot seek to enforce these claimed rights and interests against the tenement holder in respect of any lawful exercise of the rights pursuant to the Tenement). 3 Application is subject to an objection by the Wiluna native title claimants to the application of the expedited procedure under the Native Title Act 1993 (Cth), as described in paragraph 75 above. The objection must be dismissed or withdrawn (by agreement or otherwise) before the Application can be granted. If the objection is upheld, the right to negotiate process described in paragraph 77 above will apply to the application.

Yeelirrie Sth

4 Tenement is granted over land the subject of the Tjiwarl native title claim. The Tjiwarl native title claimants claim to hold the rights and interests referred to in note 1 above. However, as set out in paragraph 72 above, these claimed rights and interests have no effect in relation to the Tenement (i.e. the native title claimants cannot seek to enforce these claimed rights and interests against the tenement holder in respect of any lawful exercise of the rights pursuant to the Tenement).

North Musgrave Project

5 Application is over land the subject of the Ngaanyatjarra Lands determination of native title made by the Federal Court in Mervyn v Western Australia [2005] FCA 831. The Ngaanyatjarra native title holders were determined to have exclusive native title rights and interests in the land the subject of the tenement. These comprise rights to possess, occupy, use and enjoy the land to the exclusion of all others, except in relation to the extent those rights allow the taking of flowing or subterranean water, which right is not exclusive and is limited to taking for personal, domestic or non-commercial communal purposes. However, as set out in paragraph 77 above, these rights and interests will have no effect in relation to any tenement granted pursuant to the Application (i.e. the native title holders cannot seek to enforce these claimed rights and interests against the tenement holder in respect of any lawful exercise of the rights pursuant to the Tenement).

6 The Ngaanyatjarra native title holders have until 5 February 2013 to lodge an objection to the application of the expedited procedure under the Native Title Act 1993 (Cth), as described in paragraph 75 above. If an objection is lodged, it must be dismissed or withdrawn (by agreement or otherwise) before the Application can be granted. If the objection is upheld, the right to negotiate process described in paragraph 77 above will apply to the application. If no objection is lodged, then the Application may proceed to grant.

1110258124 \ 0505541 \ RND01

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Percival Lakes Project

7 Application is over land the subject of the Martu determination of native title made by the Federal Court in James v Western Australia [2002] FCA 1208. The Martu native title holders were determined to have exclusive native title rights and interests in the land the subject of the tenement. These comprise rights to possess, occupy, use and enjoy the land to the exclusion of all others, including the right to live on, make decisions about, hunt and gather, take waters for personal, domestic and similar needs, control access to, maintain and protect sites of significance, to be acknowledged as traditional owners as against any other Aboriginal people, to take ochre, soil, rocks and stones (other than minerals) and flora and fauna for personal, domestic and similar needs, and the right to take and use flowing and subterranean water for personal, domestic and similar needs. However, as set out in paragraph 77 above, these rights and interests will have no effect in relation to any tenement granted pursuant to the Application (i.e. the native title holders cannot seek to enforce these claimed rights and interests against the tenement holder in respect of any lawful exercise of the rights pursuant to the Tenement). 8 Application is subject to an objection by the Martu native title holders to the application of the expedited procedure under the Native Title Act 1993 (Cth), as described in paragraph 75 above. The objection must be dismissed or withdrawn (by agreement or otherwise) before application can be granted. If the objection is upheld, the right to negotiate process described in paragraph 77 above will apply to the application. 9 Application is over an area (Percival Lakes System) recognised as likely to have significant biodiversity value. This may result in more onerous environmental requirements than would otherwise apply. This area may also have cultural significance to the Martu native title holders. 10 Tenement is granted partly over land the subject of the Martu native title determination (see note 7 above) and partly over land the subject of the Ngurrara (Part A) determination of native title made by the Federal Court in Kogolo v State of Western Australia [2007] FCA 1703. The Martu native title holders were determined to have the rights and interests referred to in note 7 above in their area. The Ngurrara native title holders were determined to have exclusive native title rights and interests in their area. These comprise the right to possess, occupy, use and enjoy the land to the exclusion of all others, except in relation to the extent those rights allow the taking of flowing or subterranean water, which right is not exclusive and is limited to taking for personal, domestic or non-commercial communal purposes. However, as set out in paragraph 77 above, these rights and interests will have no effect in relation to any tenement granted pursuant to the Application (i.e. the native title holders cannot seek to enforce these claimed rights and interests against the tenement holder in respect of any lawful exercise of the rights pursuant to the Tenement). 11 Application is subject to objections by the Martu native title holders and the Ngurrara native title holders to the application of the expedited procedure under the Native Title Act 1993 (Cth), as described in paragraph 75 above. The objections must be dismissed or withdrawn (by agreement or otherwise) before application can be granted. If the objections are upheld, the right to negotiate process described in paragraph 77 above will apply to the Application. 12 The Martu native title holders have until 7 January 2013 to lodge an objection to the application of the expedited procedure under the Native Title Act 1993 (Cth), as described in paragraph 75 above. If an objection is lodged, it must be dismissed or withdrawn (by agreement or otherwise) before the Application can be granted. If the objection is upheld, the right to negotiate process described in paragraph 77 above will apply to the application.. If no objection is lodged, then the Application may proceed to grant.

Narnoo Project

13 Tenement is over land the subject of the former Wongatha native title claim, which was dismissed by the Federal Court in Harrington-Smith v Western Australia (No 9) [2007] FCA 31. As a result, the obligations assumed by the Company under the agreement referred to in paragraph 46 above are likely to have fallen away. There are currently no registered applications for native title affecting the Tenement.

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14 Tenement is over land the subject of the former Wongatha native title claim, which was dismissed by the Federal Court in Harrington-Smith v Western Australia (No 9) [2007] FCA 31. There are currently no registered applications for native title affecting the Tenement. Mortimer Hills Project 15 Tenement is granted partly over land the subject of the Wajarri Yamatji native title claim and partly over land the subject of the Gnulli native title claim. The Wajarri Yamatji and Gnulli native title claimants claim to hold non-exclusive native title rights and interests in the relevant area of their respective claims. The Wajarri Yamatji claimants claim to have rights including the right to be present, make decisions about the use of, access, live, erect shelters, camp, move about, engage in cultural activities, conduct and participate in ceremonies, visit, care of and maintain places of importance, take flora, soil, sand, stone, clay, gravel, ochre and water, manufacture traditional items from, trade in resources on and from the relevant area of the land (other than minerals). The Gnulli claimants claim to have rights including the right to possess, occupy, use and enjoy, make decisions about, access, use and enjoy traditional resources (other than minerals) and maintain and protect places of importance on and from the relevant area of the land. However, as set out in paragraph 72 above, these claimed rights and interests have no effect in relation to the Tenement (i.e. the native title claimants cannot seek to enforce these claimed rights and interests against the tenement holder in respect of any lawful exercise of the rights pursuant to the Tenement). 16 Tenement is partly over an area of former pastoral lease land, purchased by the Department of Environment and Conservation for the purposes of biodiversity conservation. Some or all of this area may ultimately be included in the conservation estate, with consequences including a requirement to prepare a detailed conservation management plan prior to conducting exploration in accordance with guidelines published by the Department of Environment and Conservation. The plan will be required to document the proposed exploration program, an assessment of the risks of the impacts of the program on conservation values, design aspects and management measures to avoid, adequately reduce or mitigate those impacts (including rehabilitation) and performance criteria, monitoring and reporting commitments. Red Rock Project 17 Tenement is granted over land the subject of the Nharnuwangga Wajarri & Ngarlawangga determination of native title made by the Federal Court in Clarrie Smith v Western Australia [2000] FCA 1249. The Nharnuwangga Wajarri & Ngarlawangga native title holders were determined to have non-exclusive native title rights and interests in the land the subject of the determination, other than in 'enclosed and improved' areas of underlying pastoral leases and certain other areas but persist elsewhere. Part of the tenement is over such an area. The balance of the tenement is over an area in which the Nharnuwangga Wajarri & Ngarlawangga native title holders have rights comprising the right to be acknowledged as traditional owners of the land as against other Aboriginal persons, to hunt, fish and gather (including gather ochre) for domestic, personal or non-commercial communal needs, to access and camp in order to exercise those rights, travel through or visit and care for places of significance on, from and in the area. However, pursuant to the NWN ILUA (referred to in note 18 below), the provisions of the NTA referred to in paragraph 72 above, apply to the Tenement as apply to the other tenements with the result that these rights and interests will have no effect in relation to the Tenement (i.e. the native title holders cannot seek to enforce these claimed rights and interests against the tenement holder in respect of any lawful exercise of the rights pursuant to the Tenement). 18 Tenement was granted subject to the Nharnuwangga Wajarri & Ngarlawangga Indigenous Land Use Agreement ( NWN ILUA ) and is subject to conditions preventing the exercise of rights conferred by the tenement other than in accordance with a Heritage Agreement entered into pursuant to the NWN ILUA. The Heritage Agreement requires that the tenement holder provide the Nharnuwangga Wajarri & Ngarlawangga native title holders of proposed exploration activity and, if notified by the Nharnuwangga Wajarri & Ngarlawangga native title holders that an Aboriginal heritage survey is required prior to the conduct of that activity, negotiate the terms of that heritage survey in good faith. If the parties fail to reach agreement regarding the terms of the survey then they may agree to refer the matter to arbitration.

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10. MATERIAL CONTRACTS

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Zeus Resources Limited ( Zeus ) has entered into various agreements (collectively, Material Contracts ) that the Directors regard as being material and required to be disclosed or as being of sufficient interest to Potential Applicants to justify disclosure in this Prospectus.

A person or entity subscribing for the Shares offered by this Prospectus will be deemed to have acknowledged that the Company is bound by each of the Material Contracts. Particulars of the Material Contracts follow to the extent that adequate disclosure is not set out elsewhere in this Prospectus.

Copies of the Material Contracts will be available for inspection at the registered office of the Company for a period of six months after the date of this Prospectus.

LAKE WAY/YEELIRRIE SOUTH/NORTH MUSGRAVE PROJECT AREAS

10.1 Cazaly Tenement Sale Agreement – Cazaly Uranium Projects

By tenement sale agreement dated 16 November 2010 between Zeus and Cazaly Resources Limited (Cazaly), Cazaly agreed to sell, assign and transfer to Zeus, and Zeus agreed to purchase and accept such assignment and transfer of:

(a) tenements, E53/1247, E53/1534, E36/0733, E36/0735, E69/2362 and E69/2363 (collectively, the Cazaly Tenements ) (however, it is noted that in accordance with the Further Cazaly Novation and Amendment Agreement dated 23 March 2011, as outlined in Section 10.4 of this Prospectus, tenement E69/2363 no longer forms any part of the Cazaly Tenement Sale Agreement);
(b) any other lease, licence, claim, permit or other tenement, right or authority that confers or may confer on Cazaly a right to prospect, explore for or mine minerals in the whole or any part of the area the subject of the Cazaly Tenements or which is ancillary to the conduct of any of those activities and includes any renewal, reissuance, extension, modification, substitution, variation, amalgamation or subdivision of or for any of the Cazaly Tenements;
(c) all information obtained from exploration on or within the Cazaly Tenements and all other information relating to the Cazaly Tenements including records, surveys, maps and other relevant information and data held or owned by Cazaly in respect of any of the Cazaly Tenements.

The Cazaly Tenements are subject to permitted encumbrances (as defined in the Cazaly Tenement Sale Agreement).

A summary of the material terms of the Cazaly Tenement Sale Agreement is set out below:

(a) The consideration payable by Zeus to Cazaly for the sale, assignment and transfer of the Cazaly Tenements is as follows:
(i) a non-refundable cash payment of $50,000, payable within two days of executing the Cazaly Tenement Sale Agreement;
(ii) Zeus delivering share script at completing evidencing the title and ownership of Cazaly to 25,000,000 shares in Zeus at 20 cents per share, being a value of $500,000 (the number of shares to be issued by Zeus to Cazaly has been amended to 2,500,000 shares in accordance with the Cazaly Novation and Amendment Agreement as outlined in Section 10.3 of this Prospectus); and
(iii) Zeus signing the royalty deed attached to the Cazaly Tenement Sale Agreement as Annexure A at completion and paying to Cazaly a royalty on all minerals produced from the Cazaly Tenements on the terms and conditions of the royalty deed (a summary of the royalty deed between Zeus and Cazaly is outlined in Section 10.2 of this Prospectus).
(b) The Cazaly Tenement Sale Agreement is subject to and conditional upon prior to completion, no prescribed occurrence (as defined in the Cazaly Tenement Sale Agreement) occurring in relation to Cazaly or Zeus;
(c) Zeus must use its best endeavours to obtain the listing of its shares on the ASX on or before 31 March 2011 (this was later waived);
(d) Zeus agrees to use its best endeavours in making a priority entitlement offer to the shareholders of Cazaly of 10% of the public offering of securities of Zeus;
(e) With effect from completion, Zeus will assume and will duly observe, perform, discharge and be bound by all of the obligations and liabilities arising after completion accruing to the registered holder or the beneficial owner of the Cazaly Tenements and all rehabilitation obligations whether arising before or after completion.
(f) At completion Zeus is to deliver to Cazaly a deed of covenant duly executed by Zeus in relation to the native title agreement (as defined in the Cazaly Tenement Sale Agreement) entered in a form reasonably required by Cazaly transferring the rights and obligations of Cazaly under the

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native title agreement in respect of the Cazaly Tenements to Zeus;

(g) Zeus will be liable to satisfy all rehabilitations obligations (as defined in the Cazaly Tenement Sale Agreement) that attach to the land the subject of the Cazaly Tenements irrespective of whether such rehabilitation obligations arose before, on or after the completion date or relate to the period before or after the completion date, and Zeus will indemnity the sell against all such rehabilitation obligations to the maximum extent provided by law.
(h) Zeus agrees to release Cazaly and indemnify and keep indemnified Cazaly from and against all claims in respect of the obligations and liabilities referred to above (including the rehabilitation obligations relating to each of the Cazaly Tenements).
(i) Cazaly agrees to indemnify Zeus and keep Zeus indemnified from and against all claims arising from the ownership or the operation of the Cazaly Tenements by Cazaly prior to completion to the maximum extent permitted by the law except for the rehabilitation obligations relating each of the Cazaly Tenements.
(j) No claim can be brought against Cazaly unless a notice has been given to Cazaly on or before the date which is 12 months from the completion date.

The liability of Cazaly in respect of any claim for breach of Cazaly’s warranties shall be limited as follows:

(i) The maximum aggregate liability of Cazaly in respect of all claims for breach of Cazaly’s warranties shall not exceed $550,000;
(ii) Where a claim relates to a particular item to which a portion of the consideration has been allocated, the liability of Cazaly will not exceed the portion of the consideration allocated to that item; and
(iii) Cazaly shall only be liable in respect of any claim for breach of Cazaly’s warranties if the aggregate liability of Cazaly for all such claims exceeds $50,000 and in such event Cazaly shall be liable for the whole amount of such claims and not only the excess.
(k) The Cazaly Tenement Sale Agreement is governed by the laws of Western Australia.

( the Cazaly Royalty Deed ) whereby Zeus has agreed to pay Cazaly a royalty of 2% of the gross proceeds less production costs from production in relation to the Cazaly Tenements on or before the thirtieth day after the last day of an expired quarter.

10.3 Cazaly Novation and Amendment Agreement

By agreement dated 2 March 2011 between Zeus, Cazaly and Sammy Resources Pty Limited ( Sammy ) it was agreed that:

(a) the parties novate the Cazaly Tenement Sale Agreement (as outlined in Section 10.1 of this Prospectus) so that all references to Cazaly in any capacity are to be read and construed as if they were references to Sammy (as the Cazaly Tenements, the subject of the Cazaly Tenement Sale Agreement, are held in the name of Sammy, a wholly owned subsidiary of Cazaly) and Sammy will be bound to comply with the terms of the Cazaly Tenement Sale Agreement.
(b) Cazaly agrees that the payment of the cash component of the consideration of the Cazaly Tenement Sale Agreement, being $50,000, has been made to Cazaly, and that it holds those funds on trust for Sammy;
(c) The consideration be amended so that ‘25’ million shares in Zeus read as ‘2.5’ million shares in Zeus.

10.4 Further Cazaly Novation and Amendment Agreement

By agreement dated 23 March 2011 between Zeus, Cazaly and Sammy it was agreed that the parties novate the Cazaly Tenement Sale Agreement so that tenement E69/2363 forms no part of the agreement, and ownership, risk obligation and benefit in tenement E69/2363 remains with Sammy.

10.5 Further Deed of Variation

By Deed dated 19 October 2012 between Zeus, Cazaly and Sammy it was agreed that the consideration owing to Sammy had been received and that Cazaly waived any right to participate in the priority offer to Cazaly shareholders.

10.6 Magellan Access Agreement

10.2 Cazaly Royalty Deed

In accordance with the terms of the Cazaly Tenement Sale Agreement (a summary of which is outlined in Section 10.1 of this Prospectus), Zeus and Cazaly entered into a royalty deed dated 16 November 2010

Zeus has applied for Exploration Licence E53/1601 which, if granted, will partially encroach on an existing tenement held by Magellan Metals Pty Ltd (Magellan), Miscellaneous Licence L53/149 ( the Affected Area ).

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By access agreement dated 15 February 2011 between Zeus and Magellan, it was agreed that:

(a) Magellan will withdraw all objections it has lodged affecting Exploration Licence E53/1601;
(b) In consideration of Magellan withdrawing the objection, Zeus agrees:
(i) to comply with the provisions of the Mining Act and any other legislation that may be applicable to the activities on, or otherwise in respect of, the Affected Area;
(ii) to use all reasonable endeavours to ensure that its employees, agents and contractors conduct on the Affected Area only such activities as are legally permissible for Zeus to conduct pursuant to the provisions of Exploration Licence E53/1601;
(iii) not to cause damage to the Affected Area and any excavation or construction by Magellan to achieve the purpose of Miscellaneous Licence L53/149, being Magellan’s pipeline infrastructure;
(iv) not to do anything that will or may cause Magellan to suffer any loss, cost or expense in relation to any performance or security bonds lodged in respect of Miscellaneous Licence L53/149 from time to time;
(v) to allow Magellan, its employees, agents and contractors at all times to enter and pass through or over the Affected Area together with any vehicles, machinery or equipment for the conduct on the Affected Area of all such activities as are legally permissible for Magellan to conduct pursuant to the provisions of Miscellaneous Licence L53/149;
(vi) to use all reasonable endeavours to prevent interference with any such activities conducted or proposed to be conducted by Magellan, its employees, agents or contractors on or adjacent to the Affected Area; and
(vii) to effect and maintain all appropriate insurances in relation to activities on the Affected Area.
(c) In the event that Zeus requires Magellan to either temporarily or permanently remove all or any of its pipeline infrastructure from all or any part of the Affected Area as a result of a bona fide requirement on the part of Zeus for exploration and/or mining activities to be undertaken upon land within the Affected Area, the parties agree that:
```
 - pipeline infrastructure as may be required by Zeus to facilitate Zeus’ mining activities; and
```
- (ii) all costs incurred by Magellan in re-locating its pipeline infrastructure and obtaining alternative or additional licences shall be borne by Zeus; and
- (iii) all direct consequential costs incurred by Magellan in re-locating its pipeline infrastructure, or as a result of the re-location of its pipeline infrastructure, and obtaining alternative or additional licences shall be borne by Zeus.
(d) Magellan is not required to relocate it’s pipeline infrastructure until such time as an alternative pipeline infrastructure site has been located in the vicinity of the Affected Area that (in the reasonable opinion of Magellan) will provide an adequate alterative;
(e) Zeus shall indemnify and hold harmless Magellan from and in respect of any losses, damages, liabilities and claims (other than consequential losses) suffered or incurred by Magellan directly or indirectly by reason of any act or omission of Zeus, its employees, agents or contractors on or in relation to the Affected Area except to the extent that such losses, damages, liabilities or claims are due to actions or omissions on the part of Magellan, its employees, agents or contractors (this indemnity shall also operate in respect of any rehabilitation of the land within the Affected Area and any rehabilitation required as the result of any re-location pursuant to the Magellan Access Agreement);
(f) Magellan shall indemnify and hold harmless Zeus from and in respect of any losses, damages, liabilities and claims (other than consequential losses) suffered or incurred by Zeus directly or indirectly by reason of any act or omission of Magellan, its employees, agents or contractors on or in relation to the Affected Area except to the extent that such losses, damages, liabilities or claims are due to actions or omissions on the part of Zeus, its employees, agents or contractors;
(g) The Magellan Access Agreement shall continue until the first to occur of the expiration, surrender or other termination of Exploration Licence E53/1601 or Miscellaneous Licence L53/149;
(h) Prior to either party transferring their interest they must ensure the proposed transferee assumes the obligations of the Magellan Access Agreement. The Magellan Access Agreement is governed by the laws of Western Australia.
(i) Zeus is required to first give Magellan six months notice and Magellan shall, within such period of notice, re-locate that portion of its

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10.7 Newmont Access Deed No.1

Zeus has applied for Exploration Licence application E53/1601, if granted, will partially encroach on existing tenements held by Newmont, Miscellaneous Licences L53/113 and L53/141, and a high pressure gas pipeline owned by Newmont and operated by the APA Group and located within Pipeline Lease PL34 ( the Pipeline ) ( the Affected Area ).

By access deed dated 30 March 2011 between Zeus and Newmont ( Newmont Access Deed No.1 ), it was agreed that:

(a) Newmont consents to the grant of Exploration Licence application E53/1601 to Zeus;
(b) Newmont has agreed to immediately withdraw any objections it has lodged affecting Exploration Licence application E53/1601;
(c) Zeus covenants with Newmont as follows:
(i) to comply with the provisions of the Mining Act and any other legislation applicable to its activities on, or otherwise in respect of, the Affected Area;
(ii) to allow Newmont and its associates at all times to enter and pass through or over and use the Affected Area subject to normal standard conditions for an agreement of this nature;
(iii) not to interfere with any activities or infrastructure conducted, proposed to be conducted or used by Newmont or any of its associates on the Affected Area;
(iv) not to interfere with the Pipeline otherwise than in strict compliance with any Pipeline restrictions that may be imposed by the APA Group who operate the Pipeline;
(v) to allow Newmont to inspect its activities on the Affected Area;
(vi) not to do anything that will affect or cause Newmont to be in breach of the conditions of grant (including the loss of security bonds) of the Pipeline or of Miscellaneous Licences L53/113 and L53/141, the Mining Act or any applicable law or regulation;
(vii) to consult with Newmont regarding Zeus’ proposed, current and future activities on the Affected Area in order to minimise interference with the current or intended operations of Newmont;
(viii) to inform and seek the express written consent of Newmont (whose consent must not be unreasonably withheld) prior to the construction of any infrastructure on the Affected Area;
(ix) to effect and maintain all appropriate insurances in relation to its activities on the Affected Area;
(x) to provide a written description to Newmont of the proposed location and type of any drilling that Zeus proposes to conduct in the Affected Area a reasonable time prior to commencement and to seek the written consent of Newmont to the location and drilling proposed to be conducted in the Affected Area prior to commencement of such drilling (whose consent must not be unreasonably withheld);
(xi) in the event that exploration drilling around the Affected Area is planned, Zeus shall undertake a suitable sterilisation programme on the Affected Area designed in consultation with Newmont, the results of which will be made available to Newmont;
(xii) not to interfere with any existing production or monitoring bore within Miscellaneous Licences L53/113 and L53/141;
(xiii) upon the request of Newmont, to provide access to all data generated by Zeus during the course of its activities on the Affected Area; and
(xiv) at least 21 days prior to commencing any work within 150 metres of the Pipeline, Zeus deliver detailed plans to the APA Group to ascertain if any Pipeline restrictions are applicable (details of which are set out in the Newmont Access Deed No.1);
(d) If Zeus requires Newmont to permanently or temporarily remove all or any of the infrastructure from all or any part of the Affected Area as a result of a bona fide requirement on the part of Zeus to conduct exploration and/or mining on land within the Affected Area, Zeus must give Newmont 90 days prior written notice and pay for all reasonable costs incurred in relocating the infrastructure, rehabilitating the land and obtaining additional tenements;
(e) Newmont is not required to relocate all or any of its infrastructure until such time as an alternative infrastructure site has been located in the vicinity of the Affected Area that (in the reasonable opinion of Newmont) will provide an adequate alternative and necessary licence, permission or tenement reasonably required to accommodate the infrastructure to be moved from Miscellaneous Licences L53/113 and L53/141 or the Pipeline has been granted to Newmont;
(f) Zeus is responsible for decontamination and rehabilitating the Affected Area where land has been disturbed by its activities;

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(g) Zeus indemnifies and must keep indemnified Newmont from and against any and all claims suffered or incurred by Newmont whether directly or indirectly by reason of any act or omission of Zeus or any of its associates on or in relation to the Affected Area;
(h) The Newmont Access Deed No.1 shall continue until the earlier of the expiration, surrender or other termination of Exploration Licence application E53/1601 or Miscellaneous Licences L53/113 and L53/141 or in relation to the closure of the Pipeline;
(i) A party must not dispose of its interest in any tenement affected by the Newmont Access Deed No.1 without also disposing of its corresponding interest in the Newmont Access Deed No.1. A purposed assignment will be of no force or effect until the third party assignee provides the non-assigning party with a deed in a form satisfactory to the non-assigning party (acting reasonably) under which the third party assumes the obligations of the assignor under the Newmont Access Deed No.1 either wholly or to the extent of the interest assigned under the assignment and otherwise complies with the terms of assignment as set out in the Newmont Access Deed No.1;
(j) The Newmont Access Deed No.1 is governed by the laws of Western Australia.

10.8 Newmont Access Deed No.2

Zeus has applied for Exploration Licence application E53/1603 that, if granted, will partially encroach on an existing tenement held by Newmont Yandal Operations Pty Ltd ( Newmont ), Miscellaneous Licence L53/141, and a high pressure gas pipeline owned by Newmont and operated by the APA Group and located within Pipeline Lease PL34 ( the Pipeline ) ( the Affected Area ).

By access deed dated 30 March 2011 between Zeus and Newmont ( Newmont Access Deed No.2 ), it was agreed that:

(a) Newmont consents to the grant of Exploration Licence application E53/1603 to Zeus;
(b) Newmont has agreed to immediately withdraw any objections it has lodged affecting Exploration Licence application E53/1603;
(c) Zeus covenants with Newmont as follows:
(i) to comply with the provisions of the Mining Act and any other legislation applicable to its activities on, or otherwise in respect of, the Affected Area;
(ii) to allow Newmont and its associates at all times to enter and pass through or over and use the Affected Area subject to normal standard conditions for an agreement of this nature;
(iii) not to interfere with any activities or infrastructure conducted, proposed to be conducted or used by Newmont or any of its associates on the Affected Area;
(iv) not to interfere with the Pipeline otherwise than in strict compliance with any Pipeline restrictions that may be imposed by the APA Group who operate the Pipeline;
(v) to allow Newmont to inspect its activities on the Affected Area;
(vi) not to do anything that will affect or cause Newmont to be in breach of the conditions of grant (including the loss of security bonds) of the Pipeline or of Miscellaneous Licence L53/141, the Mining Act or any applicable law or regulation;
(vii) to consult with Newmont regarding Zeus’ proposed, current and future activities on the Affected Area in order to minimise interference with the current or intended operations of Newmont;
(viii) to inform and seek the express written consent of Newmont (whose consent must not be unreasonably withheld) prior to the construction of any infrastructure on the Affected Area;
(ix) to effect and maintain all appropriate insurances in relation to its activities on the Affected Area;
(x) to provide a written description to Newmont of the proposed location and type of any drilling that Zeus proposes to conduct in the Affected Area a reasonable time prior to commencement and to seek the written consent of Newmont to the location and drilling proposed to be conducted in the Affected Area prior to commencement of such drilling (whose consent must not be unreasonably withheld);
(xi) in the event that exploration drilling around the Affected Area is planned, Zeus shall undertaking a suitable sterilisation programme on the Affected Area designed in consultation with Newmont, results of which will be made available to Newmont;
(xii) not to interfere with any existing production or monitoring bore within Miscellaneous Licence L53/141;
(xiii) upon the request of Newmont, to provide access to all data generated by Zeus during

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the course of its activities on the Affected Area; and

(xiv) at least 21 days prior to commencing any work within 150 metres of the Pipeline, Zeus deliver detailed plans to the APA Group to ascertain if any Pipeline restrictions, which are set out in the Newmont Access Deed No.2, are applicable;
(d) If Zeus requires Newmont to permanently or temporarily remove all or any of the infrastructure from all or any part of the Affected Area as a result of a bona fide requirement on the part of Zeus to conduct exploration and/or mining on land within the Affected Area, Zeus must give Newmont 90 days prior written notice and pay for all reasonable costs incurred in relocating the infrastructure, rehabilitating the land and obtaining additional tenements;
(e) Newmont is not required to relocate all or any of its infrastructure until such time as an alternative infrastructure site has been located in the vicinity of the Affected Area that (in the reasonable opinion of Newmont) will provide an adequate alternative and necessary licence, permission or tenement reasonably required to accommodate the infrastructure or the Pipeline to be moved from Miscellaneous Licence L53/141 has been granted to Newmont.;
(f) Zeus is responsible for decontamination and rehabilitating the Affected Area where land has been disturbed by its activities;
(g) Zeus indemnifies and must keep indemnified Newmont from and against any and all claims suffered or incurred by Newmont whether directly or indirectly by reason of any act or omission of Zeus or any of its associates on or in relation to the Affected Area;
(h) The Newmont Access Deed No.2 shall continue until the earlier of the expiration, surrender or other termination of exploration licence application E53/1603 or Miscellaneous Licence L53/141 or in relation to the closure of the Pipeline;
(i) A party must not dispose of its interest in any tenement affected by the Newmont Access Deed No.2 without also disposing of its corresponding interest in the Newmont Access Deed No.2. A purposed assignment will be of no force or effect until the third party assignee provides the non-assigning party with a deed in a form satisfactory to the non-assigning party (acting reasonably) under which the third party assumes the obligations of the assignor under the Newmont Access Deed No.2 either wholly or to the extent of the interest assigned under

the assignment and otherwise complies with the terms of assignment as set out in the Newmont Access Deed No.2;

(j) The Newmont Access Deed No.2 is governed by the laws of Western Australia.

PERCIVAL LAKES PROJECT AREA

10.9 Kalium Share Exchange Agreement

By share exchange agreement (the Kalium Share Sale Agreement) dated 12 August 2010 between Zeus, Kalium and the Kalium shareholders specified in schedule 1 of the agreement ( the Kalium Shareholders ), Zeus has agreed to acquire Kalium’s Joint Venture Interest and the Kalium Shareholders have agreed to sell Kalium’s Joint Venture Interest to Zeus as follows:

(a) the Kalium Shareholders have agreed to sell free from encumbrances and together with all rights now and in the future attaching to them, the entire legal and beneficial interest in all the ordinary shares in Kalium held by the Kalium Shareholders ( the Kalium Shares ), and Zeus has agreed to purchase all such shares;
(b) consideration for the sale and purchase of the Kalium Shares will be the allotment and issue of ordinary fully paid up shares in Zeus to the value of $3,000,000 (reduced by further agreement to $2,000,000) offered by way of a scrip for scrip swap to the Kalium Shareholders on a pro-rata basis in exchange for the Kalium Shares ( the Consideration Shares ) (it is noted that in accordance with the terms of the deed of variation outlined in Section 10.10 of this Prospectus, the value of the Consideration Shares have been reduced to $2,000,000).

A summary of the material terms of the Kalium Share Exchange Agreement is set out below:

(a) Each Consideration Share shall rank pari passu in all respects with the other ordinary shares comprised in the capital of Zeus at completion.
(b) The Kalium Share Exchange Agreement is conditional on satisfactory due diligence by Zeus and upon execution of the following:
(i) the Deed of Amendment and Acknowledgement between Riverwood, Kalium and River Rock dealing with E52/2122, E51/2123, E45/3027, E45/3028, E45/2029, E45/3031 and E45/3030;

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(ii) The Tenement Sale Agreement between Riverwood and FEC II dealing with EL 52/2122 and EL 52/2123;
(iii) The Exploration Joint Venture Agreement between FEC II and Zeus dealing with E09/1618;
(iv) The Tenement Sale Agreement between FEC II and Zeus dealing with E52/2122 and E52/2123 (as outlined in Section 10.25 of this Prospectus);
(v) The Exploration Joint Venture Agreement between Riverwood, River Rock and Kalium whereby Kalium may earn a 100% interest in the area covered by the Western Australian tenement applications E45/3027, E45/3028, E45/2029, E45/3030, E45/3031 and E45/3238;
(vi) The Subscription Agreement between Zeus, River Rock’s shareholders and River Rock;
(vii) The Option Agreement between Zeus, River Rock and the River Rock Shareholders (as outlined in Section 10.14 of this Prospectus).
(c) Completion must take place on the date that is 14 business days before the lodgement of Zeus’ prospectus with ASIC or as otherwise agreed in writing between Zeus and the Kalium Shareholders.
(d) Zeus acknowledges that it will apply for admission on the admission date, being 31 December 2010, in accordance with the ASX Listing Rules. Zeus must apply for the Consideration Shares and all other issued shares and options in Zeus at the admission date to be granted quotation at the same time (it is noted that in accordance with the terms of the deed of variation outlined in Section 10.13 of this Prospectus, the admission date has been extended to 31 December 2012).
(e) Zeus must ensure that, on the admission date, the Consideration Shares constitute a percentage of the total issued Consideration Shares, all other issued shares and options in Zeus at the admission date (collectively, the Total Zeus Equity ) on a fully diluted basis equivalent to:
(i) 15% of Total Zeus Equity in the event Zeus raises $20 million and applies for admission to trade on the ASX; or
(ii) 10% of Total Zeus Equity in the event Zeus raises $30 million and applies for admission to trade on the ASX.

If Zeus raises a greater amount of funds than $20 million or $30 million, Zeus will ensure the Consideration Shares constitute an equivalent portion of the Total Zeus Equity issued for the relevant fund raising (it is noted that in accordance with the terms of the deed of variation outlined

in Section 10.9 of this Prospectus, this entire clause has been deleted from the Kalium Share Exchange Agreement).

(f) If Zeus raises a lesser amount of funds than the $20 million or $30 million, Zeus will negotiate in good faith with Kalium to determine the proportion of Total Zeus Equity to be issued to the Kalium Shareholders (it is noted that in accordance with the terms of the deed of variation outlined in Section 10.10 of this Prospectus, the clause has been amended so that the amount of funds is reduced from ‘$20 million or $30 million’ to ‘less than $10,000,000’).

In the event that Zeus and Kalium cannot agree, then Zeus and/or Kalium may terminate the Kalium Share Exchange Agreement and each party shall be released from all obligations to further perform the Kalium Share Exchange Agreement.

(g) The obligations regarding the percentage of Total Zeus Equity that constitutes Consideration Shares shall be satisfied even if the Consideration Shares issued to non-director Kalium Shareholders are escrowed and not quoted on the ASX until the expiration of the escrow period (subject to Zeus using its absolute best efforts to persuade the ASX and any potential underwriter not to impose, or in the alternative reduce to the minimum period, any escrow requirements in relation to the non-director Kalium Shareholders Consideration Shares).
(h) If approval for quotation of the Total Zeus Equity on the ASX is not granted for any reason, the Kalium Share Exchange Agreement will automatically terminate and each party will do everything necessary to put the other parties in the position it had been as if completion had not occurred.
(i) The warranties provided by the Director Kalium Shareholders, the Director Kalium Shareholders companies and Kalium warrant that there is no litigation pending or threatened in connection with or arising out of the lease and no event has occurred and there is no claim in connection with or arising out of the lease that may give rise to litigation other than the current native title proceedings in the National Native Title Tribunal in respect of Yamatji Land & Sea Council to negotiate the Alterative Heritage Agreement in respect of tenement E09/1618.
(j) The Kalium Share Exchange Agreement is governed by the laws of Western Australia.

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10.10 Deed of Variation to the Kalium Share Exchange Agreement

By deed of variation dated 23 June 2011 between the parties to the Kalium Share Exchange Agreement, the parties agreed to vary the Kalium Share Exchange Agreement providing that:

(a) The admission date be extended from 31 December 2010 to 30 September 2011;
(b) The value of the Consideration Shares be reduced from $3,000,000 to $2,000,000;
(c) The clause outlined above in Section 10.9(e) of this Prospectus is deleted; and
(d) The clause outlined above in Section 10.9(f) of this Prospectus is amended so that the amount of funds to be raised by Zeus is reduced from ‘$20 million or $30 million’ to ‘less than $10,000,000’.

10.11 Deed of Acknowledgement and Amendment

By deed dated 28 January 2011 between Zeus, Kalium and River Rock, the parties agreed and acknowledged that:

(a) The deadline for the listing of Zeus be extended to 30 April 2011;
(b) River Rock has the right to explore for and discover potash or lithium deposits on the six tenements held by Kalium in the Percival Lakes area of north Western Australia, and to continue to incur expenditure to earn the right to mine potash and lithium under the provisions of the Exploration Operation and Management Agreement between Zeus and River Rock that remains unexecuted as at the date of this Deed;
(c) Although the Exploration Operation and Management Agreement between Zeus and River Rock has not been executed by the parties, River Rock has, pursuant to the terms of the Exploration Operation and Management Agreement, begun to incur expenditure in satisfaction of its obligations to spend $100,000 to earn the right to mine potash and lithium under Clause 6.2 of the Exploration Operation and Management Agreement.

10.12 Letter of Agreement

By letter dated 23 June 2011 between Zeus, Kalium, River Rock and Riverwood Resources Pty Ltd

(Riverwood), the parties agreed that:

and lithium in the Percival Lakes Project Area comprised by the Exploration Licence Applications, E45/3027, E45/3028, E45/3029, E45/3030, E45/3031 and E45/3238.

(b) In the event that River Rock or Riverwood respectively discover a potash or lithium deposit(s) on the Percival Lakes Project Area and spends a minimum of $100,000 in exploration expenditure on the Percival Lakes Project Area for lithium and potash, Zeus will grant to River Rock or Riverwood respectively the right, subject to the priority of Zeus to undertake any uranium exploration, to mine the lithium and/or potash contained on the site and shall enter into all necessary documentation to give effect to the said right once granted by Zeus;
(c) River Rock or Riverwood respectively do not retain the rights to explore for potash or lithium in any other project areas owned or controlled by Zeus.

10.13 Deed of Variation

By Deed of Variation dated 15 October 2012, between Zeus, Kalium and the Shareholders of Kalium (referred to in Section 10.10 above) the parties agreed the obligations within the Share Exchange Agreement were enforceable and the definition of Admission date was altered to 31 December 2012.

10.14 Option Agreement with River Rock

Zeus has entered into an option agreement dated 12 August 2010 ( the River Rock Option Agreement ) with River Rock Energy Limited ( River Rock ) and parties holding shares in River Rock as at the date of the River Rock Option Agreement ( the River Rock Shareholders ).

Pursuant to the terms of the River Rock Option Agreement, Zeus has agreed to issue to the River Rock Shareholders on a pro-rata basis to the number of shares in River Rock held by each River Rock Shareholder as at the date of the River Rock Option Agreement a total of:

(a) 1,500,000 Options exercisable on or before three years from their date of issue at an exercise price of $0.401 per Option ( the 2013 Options ); and
(b) 1,500,000 Options exercisable on or before two years from the expiry of the 2013 Options exercise period at an exercise price of $0.801 per Option ( the 2015 Options ),

(Together, the 2013 Options and the 2015 Options are the Options ).

(a) River Rock and Riverwood respectively have retained the rights to explore for both potash

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A summary of the material terms of the River Rock Option Agreement is set out below:

(a) The Options are unlisted options to subscribe for fully paid ordinary shares in Zeus.
(b) The Options will be issued on or about the date that Zeus lodges this Prospectus with ASIC.
(c) The Options are freely transferable in whole or in part.
(d) The Options may only be exercised in lots of not less than 20,000 Options.
(e) The Options may be exercised by delivering a duly completed form of notice of exercise and the specified form of option certificate together with payment for the exercise price per Option to Zeus at any time during the relevant exercise period.
(f) Upon the valid exercise of the Options and payment of the exercise price, Zeus will issue Shares ranking pari passu with the then issued shares.
(g) Zeus shall apply for official quotation on the ASX of the resultant shares issued upon exercise of the Options within three Business days after the allotment of those shares.
(h) In the event of a bonus issue(s) of shares in Zeus prior to the exercise of the Options, Option Holders shall still be entitled to participate in the bonus issue(s) provided their Options are exercised prior to the expiration of the relevant exercise period. Each bonus issue share issued to the Option Holders will rank pari passu with the then issued ordinary shares in Zeus.
(i) In the event of any reconstruction (including a subdivision, consolidation or other reconstruction of ordinary shares of Zeus into any greater or lesser number) of the issued capital of Zeus before the exercise of the Options, the entitlement of an Option Holder to shares on the exercise of any Option is reconstructed in the same proportion and manner as the issued ordinary share capital of Zeus is reconstructed (subject to the same provisions with respect to rounding of entitlements that apply to the reconstruction of the ordinary share capital in question) and in accordance with the ASX Listing Rules, but in all other respects the terms of the Options and the exercise price of the Options will remain unchanged.
(j) If before the exercise of the Options there is a pro-rata issue to Zeus’ ordinary shareholders (except a bonus issue), the exercise price of the Options may be reduced according to the following formula:

O’ = O – E [P – (S + D)]

N + 1

Where:

O’ is the new exercise price of the Options.
O is the old exercise price of the Options.
E is the number of underlying ordinary shares into which 1 Option is exercisable.
P is the average market price per ordinary share (weighted by reference to volume) of the ordinary shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S is the subscription price for an ordinary share under the pro-rata issue.
D is the dividend due but not yet paid on existing ordinary shares (except those to be issued under the pro-rata issue).
N is the number of ordinary shares with rights or entitlements that must be held to receive a right to 1 new ordinary share.
(k) If before the exercise of the Options, an offer is made by Zeus or any other person to holders of ordinary shares to subscribe for ordinary shares or other securities of Zeus or shares or other securities in any other company, Zeus must ensure that such an offer is extended to the Option Holders as if they had fully exercised all of their Options (and assuming there is no restriction on that exercise) and had become registered as the holder of the same number of ordinary shares that it would have been entitled to have allotted and issued to it on that basis.
(l) If a takeover offer is made for the ordinary shares of Zeus, then Zeus must as soon as reasonably practicable inform each Option Holder that the offer has been made.
(m) The River Rock Option Agreement is governed by the laws of Western Australia.

10.15 Deed of Acknowledgment

By Deed dated 15 October 2012, River Rock Energy Limited, the River Rock Shareholders (referred to in clause 10.14 above) and the Company the parties agreed the obligations within the Option Agreement dated 12 August 2010 remain binding and enforceable jointly and severally.

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10.16 River Rock Subscription Agreement

By subscription agreement dated 12 August 2010 ( the River Rock Subscription Agreement ) between Zeus, River Rock and parties holding shares in River Rock as at the date of the River Rock Subscription Agreement ( the River Rock Shareholders ) each of the River Rock Shareholders have agreed to subscribe for the 2013 Options and the 2015 Options and Zeus has agreed to issue the 2013 Options and the 2015 Options to the River Rock Shareholders on the terms set out in the River Rock Subscription Agreement and the River Rock Option Agreement (a summary of the River Rock Option Agreement is set out Section 10.14 of this Prospectus).

A summary of the material terms of the River Rock Subscription Agreement is set out below:

(a) on the date for the subscription of the 2013 Options notified in writing by Zeus to River Rock and the River Rock Shareholders, the River Rock Shareholders are to subscribe for the 2013 Options, and upon application by each River Rock Shareholder, Zeus agrees to issue the 2013 Options on the terms set out in the River Rock Option Agreement;
(b) on the date for the subscription of the 2015 Options notified in writing by Zeus to River Rock and the River Rock Shareholders, the River Rock Shareholders are to subscribe for the 2015 Options, and upon application by each River Rock Shareholder, Zeus agrees to issue the 2015 Options on the terms set out in the River Rock Option Agreement.
(c) Zeus shall use the proceeds of subscription for the 2013 Options and the 2015 Options for the purposes of funding further working capital.
(d) To the fullest extent required by the Corporations Act and the ASX Listing Rules, each of the River Rock Shareholders:
(i) warrants and represents to Zeus to the fullest extent required by the Corporations Act and the ASX Listing Rules that it is not acquiring the Options with the purpose of selling or transferring them (or granting, issuing or transferring interests in, or options or warrants over, them) within 12 months of their issue by Zeus and indemnifies Zeus from and against any claim arising from such action by a River Rock Shareholder;
(ii) covenants not to do anything or take any action that would require Zeus to prepare or lodge a disclosure document or a product disclosure statement in relation to the Options;
(e) The River Rock Subscription Agreement is governed by the laws of Western Australia.

10.17 Deed of Acknowledgment

By Deed dated 15 October 2012, River Rock Energy Limited, the River Rock Shareholders (referred to in clause 10.16 above) and the Company the parties agreed the obligations within the Subscription Agreement dated 12 August 2010 remain binding and enforceable jointly and severally.

NARNOO PROJECT AREA

10.18 Sale Agreement – Narnoo Uranium Project

By sale agreement dated 11 June 2010 between Zeus and A1 Minerals (ASX:AAM) now called Stone Resources Australia Ltd (ASX:SHK) ( the Narnoo Sale Agreement ), A1 Minerals has agreed to sell, assign and transfer to Zeus, and Zeus has agreed to purchase and accept such assignment and transfer of:

(a) tenements, E39/1173, E39/1174, E39/1177, E28/1595, E28/1596 and E39/1401 tenements ( the Narnoo Tenements );
(b) any other lease, licence, claim, permit or other tenement, right or authority that confers or may confer on A1 Minerals a right to prospect, explore for or mine minerals in the whole or any part of the area the subject of the Narnoo Tenements or that is ancillary to the conduct of any of those activities and includes any renewal, reissuance, extension, modification, substitution, variation, amalgamation or subdivision of or for any of the Narnoo Tenements and any application for, or interest, in any of the foregoing that confers or will confer when granted like rights;
(c) all information obtained from exploration on or within the Narnoo Tenements and all other information relating to the Narnoo Tenements including records, surveys, maps and other relevant information and data held or owned by A1 Minerals in respect of any of the Narnoo Tenements.

A summary of the material terms of the Narnoo Sale Agreement is set out below:

(a) The Narnoo Tenements are subject to permitted encumbrances (as defined in the Sale Agreement) including, without limiting the generality of the foregoing:
(i) the Land Access Agreement between A1 Minerals and the Wongatha Claim group

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  - dated 21 July 2004 that affects certain of the Narnoo Tenements (Potential Applicants are referred to Sections 10.21 and 10.22 of this Prospectus that provide a summary of the Land Access Agreement between A1 Minerals and the Wongatha Claim group dated 21 July 2004 and the Assumption Deed between Zeus and A1 Minerals dated 3 February 2011); and

(ii) the transfer or other dealing of a legal or equitable interest in or affecting tenement E39/1401 is subject to and conditional upon consent pursuant to section 64 of the Mining Act 1978 (WA) by the Minister or an officer of the Department acing with the authority of the Minister and such transfer or other dealing shall be of no force or effect until such consent is given.
(b) From completion, Zeus will assume and will duly observe, perform, discharge and be bound by all of the obligations and liabilities arising after completion accruing to the registered holder or beneficial owner of the Narnoo Tenements and all rehabilitation obligations as defined in the Narnoo Sale Agreement whether arising before or after completion;
(c) Zeus agrees to release A1 Minerals and indemnify and keep indemnified A1 Minerals from and against all claims in respect of the obligations and liabilities (including the rehabilitation obligations relating to each of the Narnoo Tenements);
(d) Subject to the limitations detailed below, A1 Minerals agrees to indemnify Zeus and keep Zeus indemnified from and against all claims arising from the ownership or the operation of the Narnoo Tenements by A1 Minerals prior to completion to the maximum extent permitted by the law except for the rehabilitation obligations relating to each of the Narnoo Tenements;
(i) Zeus complying with the notice procedures of any claim as set out in the Narnoo Sale Agreement, which limit any claim being made 12 months from the completion date;
(ii) The liability of A1 Minerals in respect of any claim for breach of its warranties is limited as follows:
- (A) the maximum aggregate liability of A1 Minerals in respect of all claims for breach of its warranties shall not exceed $400,000;
- (B) Where the claim relates to a particular item to which a portion of the consideration has been allocated, the liability of the seller will not exceed the

portion of the consideration allocated to that item; and

  - (C) A1 Minerals shall only be liable in respect of any claim for breach of its warranties if its aggregate liability for all such Claims exceeds $50,000 and in such event A1 Minerals shall be liable for the whole amount of such claims and not only the excess.

(e) In the period of 5 years after the date of the Narnoo Sale Agreement, A1 Minerals must not acquire or apply for (and must procure that none of its related bodies corporate nor associates acquires or applies for) any mining tenement or any interest relating to minerals, direct or indirect, whether by way of application or under any contractual arrangement or otherwise, in any mining tenement or land that is either wholly or partially within the area presently the subject of the Narnoo Tenements unless Zeus consents in writing and that tenement or interest becomes the subject of the Narnoo Sale Agreement and is deemed to be within the definition of the Narnoo Tenements;
(f) The consideration payable by Zeus to A1 Minerals for the sale, assignment and transfer of the Narnoo Tenements is:
(i) $400,000 at completion (of which is made up of a deposit of $40,000); and
(ii) a royalty on all minerals produced from the Narnoo Tenements in accordance with the terms of the royalty deed between Zeus and A1 Minerals dated 11 June 2010 ( the A1 Minerals Royalty Deed ) (Potential Applicants are referred to Section 10.19 of this Prospectus that provides a summary of the A1 Minerals Royalty Deed)
(g) The parties have agreed to negotiate in good faith (taking into account any relevant legal requirements and restrictions) regarding Zeus making details of the initial public offering of Zeus known to A1 Minerals’ shareholders and Zeus making a priority entitlement offer to A1 Minerals’ shareholders of not less than 10% of the public offering of securities (This Obligation has been subsequently rescinded via the Deed referred to in Section 10.20);
(h) Zeus agrees to be liable to satisfy all rehabilitation obligations that attach to the land the subject of the Narnoo Tenements (arising to reclaim, restore or rehabilitate the land) irrespective of whether such rehabilitation obligations arose before, on or after the completion date or relate to the period before or after the completion date and Zeus agrees to indemnity A1 Minerals against

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all such rehabilitation obligations to the maximum extent provided by law.

(i) The Narnoo Sale Agreement is governed by the laws of Western Australia.

10.19 A1 Minerals Royalty Deed

In accordance with the terms of the Narnoo Sale Agreement (outlined in Section 10.18 of this Prospectus), Zeus and A1 Minerals Ltd, now called Stone Resources Australia Ltd, entered into a royalty deed dated 11 June 2010 ( the A1 Minerals Royalty Deed ) whereby Zeus has agreed to pay A1 Minerals a royalty as detailed below on all ore, concentrates or other products extracted from the Narnoo Tenements and sold or otherwise disposed of.

A summary of the material terms of the A1 Minerals Royalty Deed is set out below:

(a) As from the date on which the extraction and recovery of any product as defined in the A1 Minerals Royalty Deed commences from the Narnoo Tenements, for each quarter in which any product is produced and sold, or otherwise disposed of, Zeus has agreed to pay A1 Minerals a royalty of 2 per cent of the gross proceeds and adjustments actually received by Zeus minus allowable deductions (as defined in the Narnoo Sale Agreement) on all minerals extracted from within the Narnoo Tenement boundaries and sold or otherwise disposed of.

The obligation to pay the royalty accrues upon the receipt by Zeus of revenue received from the sale or other disposal of products.

GST may also be payable by the recipient of a taxable supply under or in connection with the A1 Minerals Royalty Deed. There is no royalty cap.

Subject to any rule against perpetuities, the royalty is payable with respect to each of the tenements collectively described as the Narnoo Tenements for the full term of the tenement and throughout the period that any product can lawfully be extracted and recovered.

(b) Zeus must give A1 Minerals at least 30 days prior notice of its intention for any reason (including being compelled or required by law) to relinquish, surrender or not renew or extend the whole or any part of the Narnoo Tenements prior to relinquishing, surrendering or failing to renew or extend the tenement. If the tenement(s) to be relinquished by Zeus is capable of being conveyed to A1 Minerals, A1 Minerals may give notice to Zeus requiring Zeus to convey the tenement(s) free of encumbrances for no consideration to

A1 Minerals. Subject to rights arising on revival as detailed in Section 10.18 of this Prospectus, the A1 Minerals Royalty Deed will not apply to that part of the Narnoo Tenements relinquished or surrendered.

(c) If any part of the area of any relinquished tenement is granted to or acquired by Zeus or a related body corporate of Zeus within three years of its relinquishment or surrender, then upon such grant or acquisition the area of the relinquished tenement again becomes subject to the A1 Minerals Royalty Deed and the obligation to pay the royalty by Zeus as part of the Narnoo Tenements.
(d) Zeus may sell, transfer, grant, assign or otherwise dispose of all, part of, or any interest in, any of the Narnoo Tenements, or any rights in relation to products extracted and recovered or to be extracted and recovered from the Narnoo Tenements to a third party or a related body corporate or a related entity without the prior consent of A1 Minerals provided that Zeus first executes and delivers to A1 Minerals an assumption deed executed by Zeus and the assignee or other recipient of the interest and rights being transferred (a deed whereby the assignee or other recipient of an interest in the Narnoo Tenements, or any rights in relation to the products extracted and recovered from the Narnoo Tenements, agrees to assume, be bound by and perform the obligations in the A1 Minerals Royalty Deed of the party from which it acquires its interest and rights). If a transfer is completed in accordance with the A1 Minerals Royalty Deed, Zeus may be released from its obligations under the A1 Minerals Royalty Deed in respect of the interest transferred as from the date of the transfer, but without affecting its obligations arising prior to that date.
(e) If A1 Minerals wishes to sell, assign, transfer or otherwise dispose of the whole or a part of its rights under the A1 Minerals Royalty Deed, other than to a related body corporate of A1 Minerals, A1 Minerals must first offer to sell the whole of the interest to Zeus for cash and not for any other consideration, and Zeus has 30 days in which to accept such an offer. If Zeus fails to accept the offer, A1 Minerals may at any time within 180 days after service of the offer sell the interest, but only on terms and conditions not less favourable to A1 Minerals then the offer and only if it first delivers an assumption deed executed by the transferee of the interest. If a transfer is completed in accordance with the A1 Minerals Royalty Deed, A1 Minerals may be released from its obligations under the A1 Minerals Royalty Deed

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in respect of the interest transferred as from the date of the transfer, but without affecting its obligations arising prior to that date.

(f) Zeus must keep, or cause to be kept, true and accurate royalty records in accordance with accounting standards and generally accepted Australian mining industry practice.
(g) A1 Minerals may, on reasonable notice to Zeus and at its own cost:
(i) Within 60 days of receiving a statement in respect of a quarter, appoint an auditor to inspect, audit and report on the royalty records in respect of that quarter;
(ii) inspect any operations carried on within and adjacent to the Narnoo Tenements, but not more frequently than once in every six months;
(iii) where Zeus is commingling products, inspect and conduct a technical audit on the methods and practices used by Zeus in weighing, sampling, assaying or other measuring or testing extracted from the Narnoo Tenements.
(h) Each party covenants in favour of the other parties that it will not grant any encumbrance over the Narnoo Tenements or the A1 Minerals Royalty Deed unless the encumbrance executes a deed of covenant to which the other parties are parties under which the encumbrancee agrees to be bound by the terms of the A1 Minerals Deed in exercising the encumbrancee’s powers or remedies under the encumbrance as if it was a party to the A1 Minerals Royalty Deed.
(i) A dispute resolution procedure is set out in the A1 Minerals Royalty Deed.
(j) The A1 Minerals Royalty Deed is governed by the laws of Western Australia.

10.20 Deed of Variation

(a) By deed of variation dated 24 October 2012 between Zeus and Stone Resources Australia Limited, formerly A1 Minerals, it was agreed that the consideration owing to Stone Resources Australia Ltd has been received and the obligation for a priority commitment to Stone Resources Australia Ltd shareholders would be waived.

10.21 Land Access Agreement between A1 Minerals and the Wongatha Claim Group

By agreement between A1 Minerals Ltd, now called Stone Resources Australia Ltd, and the Wongatha

Claim Group dated 21 July 2004 ( the Land Access Agreement ), it was agreed that:

(a) The Wongatha Applicants (as defined in the Land Access Agreement) consent to the grant of each of the following applications for mining tenements, or once the application is granted, the mining tenement so granted: E38/1517 (A1 Minerals), E38/1523 (A1 Minerals), E39/981 (A1 Minerals), E39/982 (A1 Minerals), E39/985 (A1 Minerals), E39/1063 (A1 Minerals), E39/1064 (A1 Minerals), M38/968 (Desert Exploration Pty Ltd);
(b) The Wongatha Applicants consent to the grant of an existing application for a mining tenement or an application for a mining tenement made after 21 July 2004, partially or wholly within the laneway described in the map annexed to the agreement by A1 Minerals, Desert Exploration Pty Ltd or a related body corporate of A1 Minerals or any person with whom A1 Minerals or its related body corporate has or is entitled to earn a 50% interest in an exploration and/or mining venture over land wholly or partially in the defined areas. The Wongatha Applicants consent to the renewal of the tenements and each future tenement as described above from time to time and the exercise of rights and conduct of activities thereunder;
(c) The Wongatha Applicants agree not to do anything to challenge or adversely affect the grant or validity of any mining tenement or future mining tenement or its renewal;
(d) If any mining tenement or future mining tenement is an exploration licence or prospecting licence, the Wongatha Applicants consent to the grant (and thereafter the renewal) of any mining lease that may be applied for.
(e) The Wongatha Applicants consent to the grant and renewal of any ancillary title that may be applied for by a mining tenement applicant;
(f) The Wongatha Applicants agree not to dispute or challenge, in court or otherwise question or dispute under the Native Title Act, Mining Act or any other law, the validity of tenement E38/970 and any other existing mining tenement held by A1 Minerals, this obligation continues if there is a change of control of the interest in the relevant areas.
(g) The native title rights and interests of the Wongatha Applicants and the Wongatha Claim Group are not affected and the non-extinguishment principle applies to the grant or renewal of each mining tenement or future mining tenement;
(i) The Wongatha Applicants and the Wongatha Claim Group may enter into the area

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covered by any mining tenement or future mining tenement at all times subject to reasonable restrictions

(h) The rights and obligations of the parties to the Land Access Agreement shall remain in full force and effect notwithstanding the outcome of the Wongatha Claim as defined in the Land Access Agreement.
(i) In consideration of the Wongatha Applicants entering into the Land Access Agreement, A1 Minerals will make the following payments:
(i) within seven days after the date of grant of M38/968, A1 Minerals will pay to North East Independent Body ( NEIB ), as agent for the Wongatha Claim Group, $5,000;
(ii) on the first anniversary date of the execution of the Land Access Agreement by all parties and on each subsequent anniversary of that date, A1 Minerals will pay to NEIB $5,000;
(iii) upon execution of the Land Access Agreement by all parties and execution and delivery of the Deed for Grant of Mining Tenement as contained in Schedule 3 of the Land Access Agreement. A1 Minerals will pay to NEIB:
- (A) as agent for each of the Wongatha Applicants $9,000; and
- (B) $10,000.
(iv) A1 Minerals will pay to NEIB, as agent for the Wongatha Claim Group:
- (A) $1.00 per ounce of gold production for mining on M38/968 and any mining leases granted wholly or partly within the area presently the subject of E38/970;
- (B) $1.50 per ounce of gold production for mining on any other mining leases granted on land wholly outside the area presently the subject of E38/970 but wholly or partly within the Laneway.
(v) within seven days after the date of grant of M38/968, A1 Minerals will issue to NEIB or its nominee, as trustee for the Wongatha Claim Group, fully paid ordinary shares in the capital of A1 Minerals with a value of $220,000 to be held in escrow for 12 months from the date of issue;
(vi) A1 Minerals will pay to NEIB’s lawyers all legal costs incurred in the negotiation of this agreement, to a maximum of $4,000 and will pay certain other costs (negotiation, travel and accommodation and consultants to a specified and/or capped amount);
(vii) If any mining tenement applicant applies for the grant of an exploration licence wholly or partly outside of M38/968 and any mining leases granted wholly or partly within the area presently the subject of E38/970 but wholly or partly within the Laneway, A1 Minerals will pay to NEIB, on behalf of the Wongatha Claim Group, $2,000 upon grant of the relevant exploration licence;
(viii) If any mining tenement applicant applies for the grant of a mining lease wholly or partly outside of M38/968 and any mining leases granted wholly or partly within the area presently the subject of E38/970 but wholly or partly within the designated areas, other than any renewal of any mining tenement, A1 Minerals will pay to NEIB, on behalf of the Wongatha Claim Group, $10,000 upon grant of the relevant mining lease;
(j) A1 Minerals may deduct from and set off against any liability to make any payments under the Land Access Agreement the following amounts:
(i) any native title compensation that A1 Minerals is liable, ordered (by any court, tribunal or other authority having jurisdiction) or agrees to pay to any person (including any member of the Wongatha Claim Group or any Wongatha Applicant), whether individually or with others and whether to be held in trust under the Native Title Act pending a determination of the existence of native title or otherwise;
(ii) any amount that A1 Minerals is liable, ordered (by any court, tribunal or other authority having jurisdiction) or agrees to pay to the State by way of indemnity or reimbursement of any native title compensation that the State is liable, ordered (by any court, tribunal or other authority having jurisdiction) or agrees to pay to any person (including any member of the Wongatha Claim Group or any Wongatha Applicant), whether individually or with others and whether to be held in trust under the Native Title Act pending a determination of the existence of native title or otherwise;
(iii) if an application for determination of native title other than the Wongatha Claim is registered over any land within the designated area, any amount that A1 Minerals is liable, ordered (by any court, tribunal or other authority having jurisdiction) or agrees to pay to the registered native title claimants in that application for determination of native title in order to facilitate the grant of any mining tenement or the conduct

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of exploration or mining construction within the designated area;

(k) Nothing in this agreement will operate to prevent the Wongatha Claim Group (or any of its members) or any prescribed body corporate from making a claim for native title compensation against the State;
(l) If any of the following suspension events occur, A1 Minerals may, in its reasonable discretion, suspend all or any part of any payment due:
(i) If the Wongatha Claim Group, the Wongatha Applicants or a prescribed body corporate commits any breach of the Land Access Agreement and/or any warranty is made by or on behalf of the Wongatha Applicants in the Land Access Agreement that delays, disrupts or adversely affects the grant, or exercise of rights under, any mining tenement or the conduct of exploration or mining or construction within the Laneway;
(ii) If the Wongatha Claim Group, the Wongatha Applicants or a prescribed body corporate question or challenge, or commence or facilitate any action, suit, proceeding or claim to question or challenge the validity or enforceability of the Land Access Agreement or any mining tenement or the conduct of exploration or mining or construction within the Laneway;
(iii) If a person becomes an applicant in relation to the Wongatha Claim, or is or becomes an applicant in relation to an application for determination of native title with which the Wongatha is combined and that person does not enter into a deed with A1 Minerals thereby resulting in any delay, disruption or adverse effect upon the grant of, or exercise of rights under, any mining tenement or the conduct of exploration or mining or construction within the designated area;
(iv) If a prescribed body corporate fails or refuses to comply with a deed of assignment as prescribed under the Land Access Agreement, that delays, disrupts or adversely effects the grant of, or exercise of rights under, any mining tenement or the conduct of exploration or mining or construction within the Laneway;
(m) If A1 Minerals or any of its employees, agents or contractors intend to enter into an area of special significance to the Wongatha Claim Group in the designated area (of which shall not exceed 1% of the total area of the designated area and will all be outlined by the Wongatha Claim Group within 90 days of the date of the Land Access

Agreement), it must notify the Wongatha Claim Group at least 72 hours in advance and within 48 hours of such notice, the Wongatha Claim Group will advise A1 Minerals of any restrictions, limitations or any objection;

(n) Subject to A1 Mineral’s commercial imperatives and obligations to shareholders, A1 Minerals will conduct its activities on the mining tenements in such a manner as to maximise employment, training and business development opportunities for members of the Wongatha Claim Group;
(o) A1 Minerals must not assign any mining tenement, future mining tenement or ancillary title to any other party without procuring a deed of assumption whereby the proposed assignee assumes the liabilities pursuant to the Land Access Agreement;
(p) The Wongatha Applicants acknowledge and agree with A1 Minerals that the rights (including the rights to payments) of the Wongatha Claim Group under the Land Access Agreement are granted to the Wongatha Claim Group as a group, are not personal to the Wongatha Applicants nor to individual members of the Wongatha Claim Group and may not be assigned.
(q) A dispute resolution procedure is set out in the Land Access Agreement.
(r) The Land Access Agreement is governed by the laws of Western Australia.

10.22 Assumption Deed with A1 Minerals

In accordance with clause 10 of the Land Access Agreement, Zeus has entered into an assumption deed dated 3 February 2011( the Assumption Deed ) with A1 Minerals Ltd, now called Stone Resources Australia Ltd, whereby A1 Minerals has assigned the mining tenements E39/1173 and E39/1401 to Zeus, and Zeus has agreed to this assignment.

A summary of the material terms of the Assumption Deed is set out below:

(a) Zeus agrees with A1 Minerals that it will duly and punctually observe and perform all the provisions of the Land Access Agreement on the part of A1 Minerals to be observed and performed in like manner as if Zeus had been named in the Land Access Agreement as the holder of the mining tenements, E39/1173 and E39/1401;
(b) A1 Minerals shall be released from its obligations under the Land Access Agreement in respect of the mining tenements, E39/1173 and E39/1401;

By Deed dated 3 February 2011 between ( A1 ) Minerals Limited (A1) and Zeus Uranium Limited ( Zeus ), Zeus

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has agreed to perform all the provisions of the Land Access Agreement between the Wongatha Claim Group and A1 dated 21 July 2004 on the part of A1 as if Zeus were named in the Land Access Agreement as the holder of tenements E39/1173 and E39/1401.

10.23 Eaglex Sale Agreement

By agreement dated 23 October 2010 between Zeus and Eaglex Pty Ltd ( Eaglex ), Eaglex (as beneficial owner) has agreed to sell, assign and transfer to Zeus, and Zeus agrees to purchase and accept such assignment and transfer of:

(a) tenements E28/2096 and E28/2097, free from any other encumbrances; and
(b) any other lease, licence, claim, permit or other tenement, right or authority that confers or may confer on Eaglex a right to prospect, explore for or mine minerals in the whole or any part of the area the subject of tenements E28/2096 and E28/2097 or that is ancillary to the conduct of any of those activities and includes any renewal, reissuance, extension, modification, substitution, variation, amalgamation or subdivision of or for any of tenements E28/2096 and E28/2097 and any application for or interest in any of the foregoing that confers or will confer when granted like rights.

A summary of the material terms of the Eaglex Sale Agreement is set out below:

(a) The consideration payable by Zeus to Eaglex for the sale, assignment and transfer of tenements E28/2096 and E28/2097 is $2,000;
(b) Completion of the Eaglex Sale Agreement is subject to and conditional upon tenements E28/2096 and E28/2097 being in good standing;
(c) From completion Zeus will assume and will duly observe, perform, discharge and be bound by all the obligations and liabilities arising after completion accruing to the registered holder or beneficial owner of tenements E28/2096 and E28/2097 and all rehabilitation obligations the subject of tenements E28/2096 and E28/2097, irrespective of whether such obligations arose before or after completion of the Eaglex Sale Agreement.
(d) The Eaglex Sale Agreement is governed by the laws of Western Australia.
(e) Completion took place on 23 October 2010.

10.24 Geological Resources Sale Agreement

(a) By Agreement dated July 2012 between Geological Resource Solutions Pty Ltd ( Vendor ) and Zeus Resources Limited ( Purchaser ), the Vendor

agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Vendor all of the Vendor’s right, title and interest in Applications for Exploration Licences 39/1687 and 39/1689 ( Tenement Applications ) and any tenements subsequently granted in respect of the Tenement Applications ( Granted Tenements ) for the purchase price of $1,100 (inclusive of GST) per tenement, free of any encumbrance or restrictions except for as set out in the terms and conditions contained in this Agreement.

Settlement

(a) On the Settlement Date, at an agreed time and place, the Vendor shall deliver to the Purchaser:
(i) unstamped but otherwise registrable instruments of transfer duly executed by the Vendor as transferor of the Tenement Applications and Granted Tenements in favour of the Purchaser as transferee, which will be in registrable form when executed by the Purchaser and stamped ( Instruments of Transfer );
(ii) the instrument of title for the Tenement Applications and Granted Tenements on grant;
(iii) such other permits, registrations, licences and documents held by the vendor as are necessary to enable the Transferee to exercise full ownership rights in relation to the Tenement Applications and Granted Tenements;
(iv) a valid GST invoice; and
(v) permit the Purchaser to take possession of the Tenement Applications and Granted Tenements on grant.
(b) On the Settlement Date, at an agreed time and place, the Purchaser shall:
(i) pay the purchase price of $1,100 (inclusive of GST) per tenement to the Vendor.

Duties

(a) Immediately following grant, the Purchaser shall:
(i) lodge the Instruments of Transfer for assessment of stamp duty at the relevant body.
(b) Purchaser shall pay any stamp duty and/or transfer duty (including fines and penalties) assessed on or in respect of this agreement.

Events after Settlement

(c) From the Settlement Date until registration of the Tenement Applications and Granted Tenements into the name of the Purchaser, the Purchaser shall:

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(i) pay for all fees, rents, charges, rates, assessments and other moneys necessary to keep the Tenement Applications and Granted Tenements in full force and effect and free from encumbrances or any liability for forfeiture arising through the fault of the Purchaser.
(d) From the Settlement Date until registration of the Tenement Applications and Granted Tenements into the name of the Purchaser, the Vendor shall:
(i) hold the beneficial interest of the Purchaser in trust for the Purchaser; and
(ii) do all such things as the Purchaser shall reasonably require, enabling the Purchaser to obtain the legal title to the Tenement Applications and Granted Tenements.

Ownership and Title

(a) Purchaser shall assume all risk in the Tenement Applications and Granted Tenements from the Settlement Date.
(b) On and from the Settlement Date, ownership of and title to the Tenement Applications and Granted Tenements (insofar as is possible) shall pass to the Purchaser.
(c) Breach or Default
(d) If a party ( Defaulting Party ) falls in breach or defaults on any of its obligations under this agreement, the other party ( Non-defaulting Party ) may call upon the Defaulting Party to remedy the breach or default by way of a written notice.
(e) After service of the written notice, if the breach or default continues for one month, the Nondefaulting Party may without further notice and without prejudice to any of its rights and remedies at law or in equity, terminate this agreement.

RED ROCK PROJECT AREA

10.25 Tenement Sale Agreement – FEC II Pty Ltd

By tenement sale agreement dated 12 August 2010 between Zeus and FEC II Pty Ltd ( FEC II ) ( the FEC II Tenement Sale Agreement ), FEC II has agreed to sell and transfer, and Zeus has agreed to purchase and accept the transfer of, all of FEC II’s right, title and interest in Exploration Licences E52/2122 and E52/2123 including any and all extensions, renewals, modifications, replacements and substitutions of thereof ( the FEC II Tenements ) free of any encumbrances.

A summary of the material terms of the FEC II Tenement Sale Agreement is set out below:

(a) Completion of the sale and transfer of the FEC II Tenements is conditional upon:
(i) execution of the agreement for the sale of the FEC II Tenements between FEC II and Riverwood Resources Pty Ltd ( Riverwood );
(ii) execution of the joint venture agreement between FECII and the Company referred to in Section 10.27 of this Prospectus
(iii) execution of the share exchange agreement between Zeus, Kalium and the Kalium Shareholders;
(iv) payment of $300,000, apportioned 50/50 between the FEC II Tenements, on the completion date, being 31 December 2010 or such other date as is agreed in writing between the parties.
(b) On the completion date, FEC II must, amongst other documents and materials, give to Zeus all transfer forms in favour Zeus duly executed by Riverwood, exploration, geological, other technical records and all retained geological materials in respect of the FEC II Tenements.
(c) Within seven days of the completion date, Zeus agrees to lodge the transfer forms for the sale and transfer of the FEC II Tenements. If, after lodgement of the transfer forms, the FEC II Tenements are unable to be registered by the Western Australian Department of Mines and Petroleum for any reason and the right, title and interest in the FEC II Tenements are unable to be transferred to Zeus, Zeus agrees to pay to FEC II $300,000 within five days of the date of written demand for such payment from Riverwood.
(d) Title to and risk in the FEC II Tenements passes to Zeus on and from 12 August 2010.
(e) On and from 12 August 2010 FEC II authorises Zeus to carry out mining on the FEC II Tenements.
(f) The FEC II Tenement Sale Agreement is subject to any necessary approval, consent or acceptance by the Minister for Mines for the State of Western Australia or the minister from time to time responsible for the Mining Act 1978 (WA) ( the Mining Act ) under the Mining Act.
(g) FEC II authorises Zeus on and from 12 August 2010 pursuant to section 118A(2) of the Mining Act and to the extent it lawfully can, to carry out mining (as defined in the Mining Act) on the FEC II Tenements. Mining carried out under this authorisation is to be regarded for the purposes of the Mining Act as mining carried out by the holder of the relevant tenement.

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(h) The FEC II Tenement Sale Agreement is governed by the laws of Western Australia.

10.26 Deed of Agreement

By Deed dated 27 September 2012 FEC II Pty Ltd and the Company agreed that the Admission date be varied to 31 December 2012 and the obligations as summarised above remain binding and enforceable upon the parties.

MORTIMER HILLS PROJECT

10.27 FEC II Exploration Joint Venture Agreement

By exploration joint venture agreement dated 12 August 2010 between Zeus and FEC II, FEC II grants Zeus the right to earn a 100% interest in:

(a) the exploration licence to be granted as a result of the application by FEC II for Exploration Licence E09/1618;
(b) any other mining tenement or interest in a mining tenement acquired by the joint venture established by this agreement between the parties;
(c) any mining tenement or mining tenements that may be in force or issued in lieu of or in relation to the same ground as the tenements referred to in paragraphs (a) and (b) above; and
(d) includes all rights to mine and other privileges appurtenant to those mining tenements and all ore and mineral-bearing material, sand, slimes, tailings and residues located on and under those mining tenements,

by Zeus paying the expenditure required under the Mining Act, Exploration Licence E09/1618 or otherwise imposed by the Department responsible for administration of the Mining Act 1978 (WA) to maintain such tenement(s) in good standing, together with expenditure required to meet all rates, rental and other holding costs in connect with the tenement(s) for one year commencing on the date on which Exploration Licence E09/1618 is granted.

On the date of satisfaction of the above obligations by Zeus, Zeus will have earned a 100% interest in the joint venture between the parties and FEC II agrees to immediately transfer to Zeus a 100% interest in Exploration Licence E09/1618.

A summary of the material terms of the FEC II Exploration Joint Venture Agreement is set out below:

(a) The purpose of the joint venture is to explore the joint venture area and, if a viable, mineable resource or resources is or are established, develop and mine the relevant parts or parts of the joint venture area upon the terms and conditions set out in the agreement;
(b) The joint venture property will be held by the party or parties for the time being having legal title thereto upon trust for the parties as tenants in common in undivided shares in accordance with their respective joint venture interests;
(c) If Zeus fails to pay the above during the applicable one year period, FEC II may terminate the FEC II Exploration Joint Venture Agreement;
(d) Subject to the Mining Act 1978 (WA) and applicable laws, FEC II authorises Zeus to mine the tenements comprised in Section 10.27 above from the date of grant of Exploration Licence E09/1618;
(e) During the one year period commencing on the date on which Exploration Licence E09/1618 is granted, Zeus will:
(i) provide exploration programmes, budgets and reports to FEC II on a quarterly basis; and
(ii) be responsible for the administration and maintenance of the tenement(s) in accordance with the Mining Act 1978 (WA) and the conditions of each of the exploration licences pertaining to the tenement(s).
(f) Zeus will act as manager of the joint venture operations (the obligations of which are detailed in the FEC II Exploration Joint Venture Agreement) and will manage, direct and control the joint venture operations on behalf of and as agent for the parties and for this purpose will have possession and control of all joint venture property.

In this regard, Zeus agrees to keep FEC II advised of all joint venture operations by submitting in writing to FEC II quarterly progress reports that include statements of expenditures, annual summaries of data acquired, copies of all material reports concerning the joint venture operations produced by Zeus and all reports required to be submitted under the Mining Act 1978 (WA) or other legislation or regulations and a detailed final report after completion of each annual programme and budget.

(g) Zeus will be responsible for determining the programmes and budgets in respect of the joint venture operations following receipt and approval by Zeus of an exploration plan to be provided by River Rock in accordance with the Exploration, Operation and Management Agreement provided

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in Schedule 2 of the FEC II Exploration Joint Venture Agreement.

(h) During the one year period commencing on the date on which Exploration Licence E09/1618 is granted, Zeus shall solely fund all joint venture expenditure.
(i) The joint venture will continue until:
(i) Zeus becomes the registered holder of a 100% in the tenements comprised in Sections 10.25 above;
(ii) it is terminated by written agreement between the parties; or
(iii) there remains for any reason, only one party, whichever is the earlier.
(j) A dispute resolution procedure is set out in the FEC II Exploration Joint Venture Agreement.

The FEC II Exploration Joint Venture Agreement is governed by the laws of Western Australia.

10.28 Deed of Agreement

By Deed dated 27 September 2012 FEC II Pty Ltd and the Company agreed that the obligations as summarised above remain binding and enforceable upon the parties.

CORPORATE MATERIAL CONTRACTS

10.29 Vast Honour Share Purchase Agreement

By share purchase agreement dated 1 November 2011 between Zeus, Vast Honour Global Limited ( Vast Honour ), Whittens and Vast Honour Holding Limited ( Vast Holding ), Vast Honour has agreed to subscribe for, and Zeus has agreed to issue to Vast Honour:

(a) 30,000,000 fully paid ordinary shares in the capital of Zeus (the Seed Shares) for the consideration of $1,500,000 in total or the sum of $0.05 per Seed Share; and
(b) 25,000,000 fully paid ordinary shares in the capital of Zeus (the Free Shares) for no consideration, being issued to Vast Honour in return for the overall investment of $11,500,000 by Vast Honour and Vast Honour Holding Limited pursuant to the Vast Honour Share Purchase Agreement and the Vast Holding Share Purchase Agreement (a summary of which is outlined in Section 10.30 of this Prospectus).

A summary of the material terms of the Vast Honour Share Purchase Agreement is set out below:

(a) Within five business days of execution of the Vast Honour Share Purchase Agreement, Vast Honour is required to transfer $1,500,000 to Whittens Trust Account (this sum of $1,500,000 was received by the Company on 7 November 2011 and remains in Whittens’ Trust Account until the satisfaction of the conditions precedent under the Vast Honour Share Purchase Agreement);
(b) The closing date is to occur on the next business day after the date of satisfaction of all of the conditions precedent under the Vast Honour Share Purchase Agreement;
(c) If the conditions precedent of the Vast Honour Share Purchase Agreement are not satisfied prior to 15 February 2012 (which may be extended to a later date by written agreement between the parties) or the transaction is terminated, the $1,500,000 must be transferred to Vast Honour;
(d) the Vast Honour Share Purchase Agreement is conditional upon the satisfaction of all of the following conditions precedent (each of which are subject to extension or amendment by mutual agreement):
(i) Shareholder approval being obtained by 15 February 2012 for the issue of the Seed Shares and the Free Shares to Vast Honour and the Priority IPO Shares to Vast Holding (as outlined in Section 10.30 of this Prospectus) (this condition precedent was satisfied on 16 January 2012);
(ii) Approval being granted by the Foreign Investment Review Board ( FIRB ) for the issue of the Seed Shares, the Free Shares and the Priority IPO Shares to Vast Honour and Vast Holding (as the case may be) by 15 February 2012 (this condition precedent was satisfied on 8 December 2011);
(iii) Payment of $1,500,000 by Vast Honour to the Company in consideration for the issue of the Seed Shares by 15 February 2012 (this sum of $1,500,000 was received by the Company on 7 November 2011 and remains in Whittens’ Trust Account until the satisfaction of the conditions precedent under the Vast Honour Share Purchase Agreement).
(iv) Execution and delivery of the Vast Holding Share Purchase Agreement (a summary of which is outlined in Section 10.30 of this Prospectus) as contained in Annexure A of the Vast Honour Share Purchase Agreement and payment by Vast Holding to Zeus of $10,000,000 in consideration of the issue of the Priority IPO Shares;
(v) The resignation and appointment of Directors of the Company by 15 February 2012 so that

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the composition of the Board of Directors is as set out in this Prospectus;

(vi) Zeus not varying its capital structure in any material way from the capital structure contained in Schedule 2 of the Vast Honour Share Purchase Agreement (of which complies with the proposed capital structure of Zeus as outlined in Section 3.4 of this Prospectus);
(vii) Zeus not varying the assets of the Company in any material way, other than in compliance with applicable mining legislation and/or native title legislation.
(e) The Vast Honour Share Purchase Agreement is governed by the laws of New South Wales.

10.30 Vast Holding Share Purchase Agreement

By share purchase agreement dated 1 November 2011 between Zeus, Vast Holding and Whittens, Vast Holding has agreed to subscribe for, and Zeus has agreed to issue to Vast Holding, 50,000,000 fully paid ordinary shares in the capital of Zeus ( the Priority IPO Shares ) for the consideration of $10,000,000 in total for the sum of $0.20 per Priority IPO Share pursuant to a prospectus to be lodged by Zeus with ASIC.

A summary of the material terms of the Vast Holding Share Purchase Agreement is set out below:

(a) On the satisfaction of the conditions precedent of the Vast Holding Share Purchase Agreement, Vast Holding will transfer the sum of $10,000,000 to Whittens Trust Account.
(b) The closing date will take place on the date of satisfaction of all of the conditions precedent under the Vast Holding Share Purchase Agreement;
(c) If the conditions precedent of the Vast Holding Share Purchase Agreement are not satisfied prior to 31 March 2012 (which may be extended to a later date by written agreement between the parties) or the transaction is terminated, the $10,000,000 must be transferred to Vast Holding;
(d) the Vast Holding Share Purchase Agreement is conditional upon the satisfaction of all of the following conditions precedent (each of which are subject to extension or amendment by mutual agreement):
(i) Shareholder approval being obtained for the issue of the Priority IPO Shares to Vast Holding (this condition precedent was satisfied on 16 January 2011);
(ii) Approval being granted by the FIRB for the issue of the Priority IPO Shares to Vast Holding (this condition precedent was satisfied on 8 December 2011);
(iii) The resignation and appointment of Directors of the Company by 15 February 2012 so that the composition of the Board of Directors is as set out in this Prospectus;
(iv) Lodgement of a prospectus by Zeus with ASIC to raise a total of $13,530,000 in equity capital.
(v) Zeus not varying its capital structure in any material way from the capital structure contained in Schedule 2 of the Vast Holding Share Purchase Agreement (of which complies with the proposed capital structure of Zeus as outlined in Section 3.4 of this Prospectus);
(vi) Zeus not varying the assets of the Company in any material way, other than in compliance with applicable mining legislation and/or native title legislation.
(e) The Vast Holding Share Purchase Agreement is governed by the laws of New South Wales.

10.31 Deed of Variation

By Deed dated 16 January 2012 between the Company and Vast Holding, Vast Honour and Whittens (collectively the Parties ), the Parties agreed to vary Vast Holding Share Purchase Agreement as follows:

(a) The issue of the Free Shares to Vast Honour becomes conditional only upon the closure of the prospectus – no other conditions precedent apply to that share issue;
(b) The Seed Share purchase under the $1.5M Agreement is no longer conditional upon the payment of $10,000,000 by Vast Holding pursuant to the Priority IPO Share Purchase;
(c) The Company agrees to lodge the prospectus with ASIC by 30 April 2012;
(d) The Company agrees to issue the Free Shares and 50,000,000 shares upon closure of the prospectus;
(e) Under the $1.5M Agreement, Vast Holding agrees to pay $10 million to Whittens by 31 March 2012, or other date as agreed between the parties, to be held on trust until:
(f) the closure of the prospectus, and
(g) the Free Shares and the 50,000,000 shares are issued.

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The Agreement between the parties pursuant to the $10,000,000 subscription was amended as follows:

(i) deadline for satisfaction of the conditions precedent to the $10M Agreement is effectively extended (from 31 March 2012) to 30 April 2012. As of that date, if the conditions precedent are not satisfied, the $10,000,000 paid to Whittens in trust is to be transferred back to Vast Holding;
(ii) Satisfaction of conditions precedent with respects to the $1,500,000 Agreement;
(iii) The Parties expressly agree that following the approval of all resolutions at the Shareholders meeting of the Company on 16 January 2012 (or any adjournment thereof);
(iv) all conditions precedent (save for the conditions precedent in relation to the appointment of directors that remains a binding obligation) in relation to the $1,500,000 Agreement have been satisfied;
(v) Whittens is authorised to account to the Company for $1,500,000; and
(vi) the Company is authorised to issue to Vast Honour 30,000,000 Fully Paid Ordinary Shares and procure that Vast Honour’s name is entered onto the register of members of the Company as owner of the aforementioned 30,000,000 Fully Paid Ordinary Shares.

10.32 Deed of Variation dated 1 May 2012 (removal of Vast Holding)

(a) By Deed dated 1 May 2012 between the Company, Vast Honour, Vast Holding and Whittens (collectively the Parties ) agree to vary the $1,500,000 Agreement as follows:
(i) Vast Holding is removed as a party to the $1,500,000 Agreement, and is released from its obligations and claims owing under that agreement and (and it releases the other parties reciprocally);
(ii) As a result, the obligation upon Vast Holding, under the $1,500,000 Agreement, to pay $10,000,000 in consideration for the issue of 50,000,000 shares (and Zeus’s reciprocal obligation to issue them) is rescinded – this does not affect Vast Holding’s obligation to purchase the Priority IPO Shares or Zeus’s obligation to issue the Priority IPO Shares under the $10,000,000 Agreement; and
(iii) The deadline for Zeus to lodge the prospectus is extended to 31 December 2012.

10.33 Deed of Variation dated 1 May 2012 (postponing obligations)

By Deed dated 1 May 2012 between the Company, Vast Honour, Vast Holding and Whittens (collectively the Parties ) agree to vary the $10,000,000 Agreement as follows:

(a) Closing of the issue of shares under the prospectus (for the purposes of the $10,000,000 Agreement only) takes place when (apart from the following, no other conditions precedent apply):
(i) Zeus has raised $2,000,000 (other than the $10,000,000 from Vast Holding), and
(ii) Zeus has issued shares pursuant to its prospectus.
- (A) The payment of $10,000,000 by Vast Holding is not required until the conditions precedent are satisfied and the Cornerstone Agreement has been terminated;
- (B) If the Cornerstone Agreement is terminated and conditions precedent in clause 7(c) (resignation of Zeus’s board of directors so that the Board is as described in that clause) and in clause 7(d) (lodgement of the prospectus with ASIC) within 60 days of written notice of the termination, then:
  - (I) either party may terminate the $10,000,000 Agreement by giving written notice, and
  - (II) $10,000,000 must be transferred from Whittens Trust Account to Vast Holding;
- (C) If the Cornerstone Agreement is
  - terminated and issue of the shares under the prospectus (for the purposes of the $10M Agreement only) does not occur within 14 days of that termination (with or without written notice of the termination), then:
  - (I) the $10,000,000 must be transferred from Whittens Trust Account to Vast Holding, and
  - (II) the $10,000,000 Agreement is automatically terminated;
- (D) If ZIMC deposits $10,000,000 to a trust account that is subsequently transferred to Zeus, then:
  - (I) the $10,000,000 Agreement is terminated, and

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(II) None of the parties has any liability under the $10,000,000 Agreement after that date.

10.34 Cornerstone Subscription Investment Agreement

Subject to the conditions precedent of the Cornerstone Agreement as summarised below, the key terms of the Cornerstone Agreement are as follows:

(a) In accordance with the terms of the Cornerstone Agreement between the Company and ZIMC dated 16 July 2012:
(i) ZIMC has agreed to subscribe for, and the Company has agreed to issue to ZIMC 57,650,000 fully paid ordinary shares at a price of $0.20 per share via the IPO of Zeus for gross proceeds of $11,530,000.
(ii) The company has agreed to pay to ZIMC a fee of $1,530,000 for the subscription Shares as a placement fee.
(b) Following the quotation of the Company on the ASX, and while ZIMC holds more than 10% of the Shares:
(i) ZIMC may give notice in writing to the Company of up to two people ZIMC may nominate as Directors to the Board (one as the Chair of Zeus) and Zeus must ensure the Board appoints these two Directors subject to that person being eligible for appointment under the Corporations Act and the Listing Rules and that the entire Board of the Company comprises no more than five Directors; and
(ii) the Constitution of Zeus provides that the Chair of the Board will have a second or casting vote if the votes are equal on a proposed resolution
(c) Following the quotation of the Company on the ASX, and while Vast Honour holds more than 30% of the Shares:
(i) Vast Honour may give notice in writing to the Company of one person it nominates as a Director to the Board and the Company must ensure the Board resolves to appoint that Director subject to that person being eligible for appointment under the Corporations Act and the Listing Rules.

Conditions Precedent

The Cornerstone Agreement is conditional on the satisfaction of the following conditions precedent

(each of which are for the benefit of ZIMC and may only be waived with the written consent of ZIMC):

(a) Approval being granted by the Foreign Investment Review Board ( FIRB ) to ZIMC for the obligations contained within the Cornerstone Agreement to be fulfilled including the acquisition of the Subscription Shares (such approval was obtained by 12 September 2012);
(b) PRC Regulatory Approval;
(c) Shareholder approval being obtained by 31 August 2012 for the issue of the Subscription Shares;
(d) The Vast Holding Share Purchase Agreement being terminated on terms reasonably acceptable to ZIMC;
(e) Lodgement of a prospectus by the Company with ASIC to raise a total of $13,530,000 (including the $10,000,000 net investment by ZIMC) on terms reasonably acceptable to ZIMC;
(f) ASX granting the company conditional approval for the shares of the company to be listed for quotation on the ASX pursuant to the Prospectus.

10.35 Loan Agreement

By Loan Agreement between the Company (Borrower) and Vast Honour Global Limited ( Lender ) dated 15 August 2012, the Company has borrowed the sum of $400,000 from the Lender on the following terms:

(a) Amount: $400,000.
(b) Condition precedent to advancement of loan
(i) The Borrower agrees to send to the Lender a signed written direction describing the manner in which the $400,000 is to be paid before the Lender advances the loan amount to the Borrower.
(c) Term:
(i) Commencement: from the date the $400,000 is advanced from the Lender to the Borrower (August 2012).
(ii) Termination: upon the earlier of:
- (A) the first anniversary of the date the $400,000 is advanced from the Lender to the Borrower (August 2013); and
- (B) the occurrence of an Early Repayment Event, as set out in paragraph (d) below.
(d) Each of the following events, which are in connection with this agreement and any other agreement between the Lender and Borrower, is an Early Repayment Event:

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(i) breach by the Borrower that cannot be remedied or is not remedied within 20 business days of notice from Lender;
(ii) breach by the Borrower of any material representations or warranties;
(iii) failure by the Borrower to make a payment when it is due, which extends to payment due to third parties under respective agreements;
(iv) any of the following events occur, or any steps are taken by the Lender or Borrower that may lead to the following events occurring and the possibility of the steps leading up to the following events remain five business days after the steps are taken:
- (A) winding up of Borrower;
- (B) appointment of liquidator or administrator for Borrower; or
- (C) possession or control of the Borrower’s assets is shifted to an interested third party for the benefit of creditors of the Borrower.
(e) Loan interest and repayment details - termination at first anniversary:
(i) Interest rate: Subject to the Lender’s right set out in paragraph (g), 12% per annum;
(ii) Interest payment due: the interest will be added by the Lender to the $400,000 at the date on which the first anniversary of the commencement of the agreement falls, and payment will be due within five business days of that day;
(iii) Calculation:

$400,000 x 365 x 12 = $48,000

$400,000 x 365 x 100

(f) Loan interest and repayment details – termination as a result of an Early Repayment Event:
(i) Interest rate: 12% per annum.
(ii) Interest payment due: the interest will be added by the Lender to the $400,000 at the date on which the Early Repayment Event occurs and payment will due within five business days of that day;
(iii) Calculation:
$400,000 x (Number of days after the commencement of the agreement) x 12 = $TBD
$400,000 x (Number of days after the commencement of the agreement) x 100
(g) Lender’s right to vary interest rate - where the Borrower completes an IPO of its ordinary shares, is admitted to the official list of the ASX and its ordinary shares are admitted to official quotation, the Lender may give the Borrower a notice not less than five business days before the first anniversary of the date of commencement of the agreement, varying the interest rate in the following manner:
(i) Repayment due: the interest will be added by the Lender to the $400,000 at the date on which the first anniversary of the commencement of the agreement falls and payment will be due within five business days of that day;
(ii) Instead of the interest specified in paragraph (e) above, the interest will be the amount calculated in the manner shown in the paragraph below up to a maximum of $400,000;
(iii) Calculation:

	Deemed Issue	$0.20
	Price
	Post-Float Price	The volume weighted average
		price of the traded ordinary
		shares in the Borrower for
		the 5 consecutive trading days
		ending 5 trading days before
		the first anniversary of the date
		the loan amount is advanced
		(that is, the 5 trading days that
		are 10, 9, 8, 7 and 6 trading
		days before that date).

($400,000/Deemed Issue Price) x (Post-Float Price - Deemed Issue Price)

Given its structure, if the Lender exercises its right, the formula will only be relevant to calculate the interest payable where the Post-Float Price is less than $0.40. In the event where the Post-Float Price is above $0.40, the amount of interest will be $400,000.

10.36 Loan Agreement

By Loan Agreement between the Company (Borrower) and Barbary Coast Investments Pty Ltd (Lender) dated 18 October 2012, the Company has borrowed the sum of $500,000 from the Lender on the following terms:

(a) Amount: $500,000.
(b) Condition precedent to advancement of loan:

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(i) The Borrower agrees to send to the Lender a signed written direction describing the manner in which the $500,000 is to be paid before the Lender advances the loan amount to the Borrower.
(c) Term:
(i) Commencement: from the date the first part of the $500,000 is advanced from the Lender to the Borrower (4 October 2012);
(ii) Termination: upon the earlier of:
- (A) the first anniversary of the date the $500,000 is advanced from the Lender to the Borrower (4 October 2013); and
- (B) the occurrence of an Early Repayment Event, as set out in paragraph (d) below.
(d) Each of the following events, which are in connection with this agreement and any other agreement between the Lender and Borrower, is an Early Repayment Event:
(i) breach by the Borrower that cannot be remedied or is not remedied within 20 business days of notice from Lender;
(ii) breach by the Borrower of any material representations or warranties;
(iii) failure by the Borrower to make a payment when it is due, which extends to payment due to third parties under respective agreements;
(iv) any of the following events occur, or any steps are taken by the Lender or Borrower that may lead to the following events occurring and the possibility of the steps leading up to the following events remain five business days after the steps are taken:
- (A) winding up of Borrower;
- (B) appointment of liquidator or administrator for Borrower; or
- (C) possession or control of the Borrower’s assets is shifted to an interested third party for the benefit of creditors of the Borrower.
(e) Loan interest and repayment details - termination at first anniversary:
(i) Interest rate: Subject to the Lender’s right set out in paragraph (g), 12% per annum;
(ii) Interest payment due: the interest will be added by the Lender to the $400,000 at the date on which the first anniversary of the commencement of the agreement falls, and payment will be due within five business days of that day;
(iii) Calculation:
$500,000 x 365 x 12 = $48,000

$500,000 x 365 x 100

(f) Loan interest and repayment details – termination as a result of an Early Repayment Event:
(i) Interest rate: 12% per annum;
(ii) Interest payment due: the interest will be added by the Lender to the $500,000 at the date on which the Early Repayment Event occurs and payment will due within five business days of that day;
(iii) Calculation:
$500,000 x (Number of days after the commencement of the agreement) x 12 = $TBD
$500,000 x (Number of days after the commencement of the agreement) x 100
(g) Lender’s right to vary interest rate - where the Borrower completes an IPO of its ordinary shares, is admitted to the official list of the ASX and its ordinary shares are admitted to official quotation, the Lender may give the Borrower a notice not less than five business days before the first anniversary of the date of commencement of the agreement, varying the interest rate in the following manner:
(i) Repayment due: the interest will be added by the Lender to the $500,000 at the date on which the first anniversary of the commencement of the agreement falls and payment will be due within five business days of that day;
(ii) Instead of the interest specified in paragraph (e) above, the interest will be the amount calculated in the manner shown in the paragraph below up to a maximum of $500,000;
(iii) Calculation:

Deemed Issue $0.20 Price

Post-Float Price The volume weighted average price of the traded ordinary shares in the Borrower for the 5 consecutive trading days ending 5 trading days before the first anniversary of the date the loan amount is advanced (that is, the 5 trading days that are 10, 9, 8, 7 and 6 trading days before that date).

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($500,000/Deemed Issue Price) x (Post-Float Price - Deemed Issue Price)

10.37 Employment Agreement with Mr Ian de Renzie Duncan as Chief Executive Officer

By Agreement dated 26 September 2012 between Ian de Renzie Duncan (Duncan or the Executive) and the Company, Duncan was appointed to the position of Chief Executive Officer on the following material terms:

(a) Term

Commences on 26 September 2012 and continues until termination in accordance with agreement.

(b) Remuneration package

The base salary is $300,000.00 per annum and does not include:

(i) superannuation (minimum is 9% = $27,000)
(ii) any other remuneration the Executive may receive from any office or employment from the wider group controlled by the Company;
(iii) a discretionary bonus of up to 25% of the base salary ($75,000) and any share/ option based incentive schemes that will be implemented by the Company and;
(iv) all reasonable expenses reasonably incurred by the Executive in the performance of his duties pursuant to the agreement will be reimbursed by the Company.
(c) Insurance

The Company will pay for insurance policy that protects the Executive under a Directors’ indemnity that will be maintained by the Company for a period of six years after the Term has ended.

The Company will pay for an income protection insurance scheme where the insured person is the Executive. Payments by the Company are capped at $30,000 per annum.

The Company will pay for a life protection insurance scheme where the insured person is the Executive. Payments by the Company are capped at $30,000 per annum.

(d) Termination

For cause with notice: the Executive will be offered three months’ notice when terminated by the Company for cause with notice. The Executive will not be entitled to any termination benefits.

Sunset termination tied to ASX listing: the Executive will be offered one month notice when terminated by the Company if the Company has not been admitted to quotation on the ASX by 31 March 2013. The Executive will be entitled to accrued benefits.

For no cause with notice (Executive terminates): the Executive will be offered three months notice if the Executives chooses to resign.

For no cause with notice (Company terminates): the Executive will be offered three months’ notice and payment equivalent to 12 months base salary ($300,000) (inclusive of notice period) if the Company chooses to terminate the Executive.

(e) Other

The Company will pay for the Executive’s reasonable legal fees up to $5,000 (exclusive of GST) in connection with the entering into of this agreement.

10.38 Corporate Advisory Agreement with Novus Capital Limited (Broker and Joint Corporate Advisor) and Empire Securities Group Pty Ltd (Joint Corporate Advisor)
(a) Service
(i) The Lead Manager and Joint Corporate Advisors are engaged by the Company to:
- (A) procure at least 250 applications for the Public Offer of the company of at least $2000 worth each;
- (B) to raise exactly $2,000,000 for the company pursuant to the public offer on a best endeavours basis;
- (C) to provide ongoing corporate advice to the company for a period of 12 months after the Company’s listing on ASX.
(ii) The Broker assures the Company that the Services (excluding corporate advisory) will be performed and completed by no later than 29 November 2012.
(b) Compensation – commission
(i) The Company agrees to pay the Lead Manager fees calculated as follows:
- (A) A non-refundable administration fee of $25,000;

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  - (B) A performance fee of 10% of the funds raised pursuant to the Public Offer of $2 million;

  - (C) A completion fee of $120,000; and

  - (D) Reimbursement of out of pocket expenses.

(c) Compensation – corporate advisory fee
(i) In addition to the fees above the Company agrees to retain the one of the Joint Corporate Advisors (Empire Securities Group Pty Ltd) as a corporate advisor to the Company for twelve (12) months at a rate of $10,000 (exclusive of GST) per calendar month, commencing on the date the Company is admitted to the official list of the ASX.
(d) Contingent conditions
(i) A number of conditions and events must be satisfied before the Broker becomes entitled to compensation from the Company. These conditions/events are:
- (A) the Company must accept the Applications received by the Broker; and
- (B) the fully paid ordinary shares in the Company to be issued pursuant to the Public Offer and Prospectus (New Shares) must be admitted to quotation on the official list of the ASX and the Company must receive an unconditional letter from the ASX confirming that the ASX sees no impediment to the New Shares being admitted to quotation on the official list of the ASX within three months after the date of the Prospectus.
(e) Term
(i) This agreement commences, effective immediately, upon execution by the Broker and the Company.
(ii) Admission to the official list of the ASX: this agreement is in force for a period of 12 months from the date of the Company being admitted to the official list of the ASX.
(iii) No admission to the official list of the ASX: this agreement is in force for a period of six months from the date of commencement of this agreement.
(B) execution levied upon property or assets of either party;
(C) arrangements or compositions made with either party’s creditors; and
(D) either party goes into liquidation (if a limited company), other than for the purposes of amalgamation or reconstruction.
(ii) This agreement terminates immediately, without any notice from either party, on the occurrence of any of a number of events:
(A) any statement in Prospectus is or becomes false, misleading or deceptive;
(B) a matter required to be included in the Prospectus pursuant to relevant laws is omitted;
(C) the Company is prevented from conducting or completing the Public Offer;
(D) the Contingent conditions are not satisfied within three months from the date of the Prospectus and this period has not been extended by mutual agreement; and
(E) the Company withdraws the Public Offer.
(iii) Either party may terminate this agreement at any time by providing thirty (30) days written notice.

10.39 Whittens Retainer

Zeus has a retainer in place with Whittens Lawyers and Consultants to prepare the prospectus and advise generally on the listing of Zeus. The estimate provided in the retainer is $150,000-$250,000 (plus GST and disbursements).

10.40 Company Secretarial Retainer

In addition to the retainer above a separate retainer is in place between Whittens and the company for Mr Andrew Whitten to provide company secretarial services to the Company on a flat fee of $5,000 per month plus GST.

(f) Termination
(i) The Broker and Company are entitled to terminate this agreement immediately on the occurrence of any of a number of events:
- (A) breach of the terms of this agreement are not rectified within thirty (30) days of notice being provided by the aggrieved party;

10.41 Non-Executive Director Record of Arrangement: Dr Mike Etheridge

In accordance with the letter dated 24 October 2012 as a record of arrangement between Dr Mike Etheridge and Zeus, Dr Mike Etheridge (Dr Etheridge) agreed to act as a Non-Executive Chairman of Zeus.

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Dr Etheridge will be paid $87,200 (including superannuation) per annum for the period of 12 months post listing of Zeus on the ASX. Dr Etheridge’s fees will be reviewed 12 months after Zeus’s listing on the ASX.

10.42 Non-Executive Director Record of Arrangement: Mr Greg Hall

On 18 August 2010, Mr Greg Hall (Mr Hall) was appointed as a Non-Executive Director of Zeus.

To date, Mr Hall has not received any fees with respect to his appointment. Post listing of Zeus on the ASX, Mr Hall will be entitled to a lump sum of $50,000 (including GST) for his services as a Director up until the listing of Zeus on the ASX.

In accordance with the letter dated 24 October 2012 as a record of arrangement between Mr Hall and Zeus, Mr Hall agreed to continue his role as Non-Executive Director to Zeus and will be paid $50,000 (including superannuation) per annum for the period of 12 months post listing of Zeus on the ASX. Mr Hall’s fees will be reviewed 12 months after Zeus’s listing on the ASX.

10.43 Non-Executive Director Record of Arrangement: Mr James Zadko

On 20 September 2012, Mr James Zadko (Mr Zadko) resigned as a non-executive director of Zeus. As part of Mr Zadko’s resignation, Zeus agreed to pay Mr Zadko $50,000 within 14 days of the Company’s admission to the Official List of the ASX.

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11. ADDITIONAL INFORMATION

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11.1 INTERESTS, FEES AND BENEFITS

Other than as set out below or as is disclosed elsewhere in this Prospectus, no: (a) Director of the Company; or (b) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation and distribution of this Prospectus; or (c) promoter of the Company; or (d) stockbroker or underwriter to the offer of securities under this Prospectus; has or had within two years before lodgement of this Prospectus with ASIC any interest in: (i) the formation or promotion of the Company; or (ii) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer of securities under this Prospectus; or (iii) the offer of securities under this Prospectus; and no amounts have been paid or agreed to be paid and no amounts have been given or agreed to be given to any of those persons as an inducement to become or to qualify as a Director of the Company or for services rendered in connection with the formation or promotion of the Company or the offer of securities under this Prospectus.

The Directors may also participate in the offer.

(a) Zeus has entered into various agreements with third parties that will have an effect on Zeus, further details of which are set out in Section 10 of this Prospectus.
(b) The Directors and the Company Secretary and their respective nominees &/or associates) will be entitled to the following securities in Zeus at the time of completion of the Offers:

Michael Etheridge(Chairman)	1,000,000 FullyPaid OrdinaryShares1
Ian de Renzie Duncan(CEO)	4,600,000 FullyPaid OrdinaryShares2
GregHall(Non-Executive Director)	Nil
Andrew Whitten(CompanySecretary)	5,200,000 FullyPaid OrdinaryShares3

1 Acquired by purchasing seed shares at 0.05c per share
2 100,000 shares acquired by purchasing seed shares at 0.05c per share
3 200,000 shares acquired by purchasing seed shares at 0.05c per share
(c) Mr Raymond Whitten, a former director of the Company (resigned 16 August 2012) has an interest in securities in the company as follows:

Holder	Nature of Interest	Number of Shares
Barbary Coast Investments Pty Ltd	Director and shareholder	10,528,8844
Barbary Coast Investments Pty Ltd	Director and beneficiary	1,550,480

4 This includes 5,000,000 shares issued to Barbary Coast Investments Pty Ltd for no consideration as a promoter of the Company
(d) Mr James Zadko, a former director of the Company (resigned 20 September 2012) has an interest in securities in the Company as follows:

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----- Start of picture text -----

Holder Nature of Interest Number of Shares
----- End of picture text -----

Mr and Mrs Zadko	Beneficial Interest	1,643,6095

Mr and Mrs Zadko	Beneficial Interest	246,541
		(2013 Options)
Mr and Mrs Zadko	Beneficial Interest	246,541
		(2015 Options)

5 Mr and Mrs Zadko acquired the securities listed above as they were shareholders of Kalium Corporation Limited when the company was acquired by Zeus pursuant to the material contract referred to in Section 10.9

(e) Each Director will, as from the Listing Date, receive directors’ fees, together with an allowance sufficient to meet statutory superannuation obligations in relation thereto, in addition to any consultancy fees.
(f) Zeus’ constitution provides that the remuneration of the Directors shall be set at the Annual General Meeting.
(g) For the purposes of the above, the Board has resolved that: (1) the Non-Executive Directors’ and Company Secretary’s fees will be payable from the Listing Date and as from that date until further resolution; and (2) the Chairman is currently paid $87,200 per annum including superannuation; and (3) the Managing Director is

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currently paid $327,000 including superannuation. Each Director has evidenced his consent to his fees for his services as Director to Zeus being as above provided.

(h) As from the Listing Date, where a Director provides input to the affairs of the Company by way of extra effort or special exertion and which is beyond their ordinary duties as a director, then that Director is entitled to be paid for the same in addition to ordinary directors’ fees, except to the extent that they are otherwise remunerated for the same.
(i) Ian de Renzie Duncan, through his nominee Duncan Mining Pty Ltd has been paid as a consultant a total of $516,106 since 6 October 2009. On 26 September 2012 Mr Duncan became an employee of the company pursuant to the terms of the executive services agreement referred to in Section 10.37.
(j) Whittens Lawyers and Consultants, an entity related to the Company Secretary, Mr Andrew Whitten, on instructions from the Company has prepared various agreements and provided compliance advice in relation to this Prospectus, participated in the due diligence process and provided other professional services in relation to this Prospectus and the listing of the Company and other services not related to the offer. Whittens Lawyers and Consultants have been (or will be) paid up to $299,061 for these services (excluding GST and disbursements).
(k) Mackay & Schnellmann has been (or will be) paid a fee (including disbursements) of up to approximately $149,688 (exclusive of GST) for preparing the Independent Geologist’s report in this Prospectus.
(l) William Buck has been (or will be) paid a fee of approximately $15,000.00 (exclusive of GST) for preparing the
Investigating Accountant’s report in Section 7 of this Prospectus.
(m) DLA Piper Australia has been (or will be) paid a fee of up to approximately $35,000 (exclusive of GST) for preparing the tenement report in Section 9 of this Prospectus.

11.2 Expenses of the Offer

The estimated expenses (exclusive of GST) connected with the Offer that are payable by the Company, based on Subscription of $13,530,000, are as follows:

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----- Start of picture text -----

Based on a Subscription
of $13,530,000
Expenses of the Offer ($)
----- End of picture text -----

Payment to ZIMC	1,530,000
Brokerage Costs	345,000
Legals including Whittens and DLA Piper	334,061
Professional Reports	164,688
Printing/Mailing/Marketing	55,000
ASIC Fees	2171
ASX Fees	80,627
Total	2,511,547

11.3 Constitution

Zeus has lodged a constitution at ASIC on 18 October 2012 (the Zeus Constitution ).

A constitution has the effect of a contract between the company and each member, between the company and each director and company secretary, and between a member and each other member under which each of those persons agrees to observe and perform the provisions of the constitution as far as those provisions apply to that person. A company’s constitution can only be altered by a special resolution. Each Applicant for Shares under the offer agrees, by force of the application, to be bound by the Constitution.

The Constitution deals with matters such as the rights conferred and obligations imposed by shares, transfer of shares, alterations of share capital, share buy-backs, disposal of less than a marketable parcel, variation of class rights, meetings of share-holders, polls, appointment and removal of directors, remuneration of directors and the Listing Rules.

Below is a summary of the Constitution and the Rights attaching to Shares on Offer pursuant to this Prospectus.

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Ordinary Shares

The shares to be issued under this Prospectus will rank equally with the issued fully paid ordinary Shares in the Company. The rights attaching to shares are set out in the Company’s Constitution and, in certain circumstances, are regulated by the Corporations Act, the Listing Rules and general law.

The following is a summary of the more significant rights of the holders of shares of the Company. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Company’s members.

General Meeting

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Company’s Constitution, the Corporations Act or the Listing Rules.

Voting

Subject to any rights or restrictions for the time being attached to any class or classes of Shares whether by the terms of their issue, the Constitution, the Corporations Act or the Listing Rules, at a general meeting of the Company every holder of fully paid ordinary Shares present in person or by a representative has one vote on a show of hands and every such holder present in person or by a representative, proxy or attorney has one vote per Share on a poll. A person who holds an ordinary Share that is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount bears to the total issue price of the Share. A member is not entitled to vote unless all calls and other sums presently payable by the member in respect of Share in the Company have been paid. Where there are two or more joint holders of the Share and more than one of them is present at a meeting and tenders a vote in respect of the Share (whether in person or by proxy or attorney), the Company will count only the vote cast by the member whose name appears before the other(s) in the Company’s register of members.

Issues of Further Shares

The Directors may, on behalf of the Company, issue, grant Options over or otherwise dispose of unissued Shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by the Company’s Constitution, the Listing Rules, the Corporations Act and any rights for the time being attached to the Shares in special classes of Shares.

Variation of Rights

At present, the Company has on issue one class of issued Shares only, namely ordinary Shares.

The rights attached to the Shares in any class may be altered only by a special resolution of the Company and a special resolution passed at a separate meeting of the holders of the issued Shares of the affected class, or with the written consent of the holders of at least three quarters of the issued Shares of the affected class.

Transfer of Shares

Subject to the Company’s Constitution, the Corporations Act, the ASTC Settlement Rules and the Listing Rules, ordinary Shares are freely transferrable.

The Shares may be transferred by a proper transfer effected in accordance with ASTC Settlement Rules, by any other method of transferring or dealing introduced by ASX and as otherwise permitted by the Corporations Act or by a written instrument of transfer in any usual form or in any other form approved by the Directors that is permitted by the Corporations Act. The Company may decline to register a transfer of Shares in the circumstances described in the Company’s Constitution and where permitted to do so under the Listing Rules. If the Company declines to register a transfer, the Company must, within five business days after the transfer is lodged with the Company, give the lodging party written notice of the refusal and the reasons for refusal. The Directors must decline to register a transfer of Shares when required by law, by the Listing Rules or the ASTC Settlement Rules.

Partly Paid Shares

The Directors may, subject to compliance with the Company’s Constitution, the Corporations Act and the Listing Rules, issue partly paid Shares upon which amounts are or may become payable at a future time(s) in satisfaction of all or part of the unpaid issue price.

Dividends

The Company in general meeting may declare a dividend if the Directors have recommended a dividend, and a dividend shall not exceed the amount recommended by the Directors. The Directors may authorise the payment to the members of such interim dividends as appear to the Directors to be justified by the Company’s profits and for that purpose may declare such interim dividends.

Subject to the rights of members entitled to Shares with special rights as to dividends (if any), all dividends in respect of Shares (including ordinary Shares) are to be declared and paid proportionally to the amount paid up or credited as paid up on the Shares.

Winding Up

Subject to the rights of holders of Shares with special rights in a winding up, if the Company is wound up, members (including holders of ordinary Shares) will be entitled to participate in any surplus assets of the Company in proportion to the Shares held by them

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respectively irrespective of the amount paid up or credited as paid up on the Shares.

the exclusion of the members, except as otherwise required by the Corporations Act, any other law, the Listing Rules and the Company’s Constitution.

Dividend Plans

The Directors or the members of the Company, in general meeting, may establish and maintain dividend plans under which (among other things) a member may elect that dividends payable by the Company be reinvested by way of subscription for the Shares in the Company or a member may elect to forego any dividends that may be payable on all or some of the Shares held by that member and to receive instead some other entitlement, including the issue of Shares.

Directors

The Company’s Constitution states that the minimum number of Directors is three and the maximum is five.

Director Appointments by ZIMC and Vast Honour

Pursuant to the Cornerstone Agreement, ZIMC has the right while the Company is quoted on the official list of the ASX and Zhengyuan International Mining Co. Limited (ZIMC) is the holder of more than 10% of the fully paid ordinary Shares in the capital of the Company:

(a) ZIMC may give notice in writing to the Company of up to two persons ZIMC nominates as Directors of the Company and elect one of those persons to be appointed as the Chairman; and
(b) the Board must resolve to appoint any person nominated by ZIMC, to be a Director (and Chairman, as the case may be), subject to that person being eligible for appointment under the Corporations Act and the Listing Rules.
(c) The existing Chairman elected by the Directors under these Articles will resign as Chairman immediately prior to the appointment of the Chairman nominated by ZIMC.

Appointment of Director by Vast Honour Global Limited

While the Company is quoted on the official list of the ASX and Vast Honour Global Limited is the holder of more than 30% of the fully paid ordinary Shares in the capital of the Company:

(a) Vast Honour Global Limited may give notice in writing to the Company of one person Vast Honour Global Limited nominates as a Director of the Company; and
(b) the Board must resolve to appoint the person nominated to be a Director, subject to that person being eligible for appointment under the Corporations Act and the Listing Rules.

Powers of the Board

The Directors have power to manage the business of the Company and may exercise that power to

Dividend Policy

The Company is an exploration company and does not currently have any mining operations. Accordingly, the ability of the Company to generate dividends will be dependent upon the level of success achieved in its exploration pursuits.

It is the Directors’ intention to review this policy from time to time and commence the payment of a regular dividend once the Company is able to generate a substantial and sustainable level of cash flow, after allowing for capital expenditure and other commitments.

The Directors can give no assurance as to the amount, timing, franking or payment of any future dividends by the Company. The capacity to pay dividends will depend on a number of factors including future earnings, capital expenditure requirements and the financial position of the Company.

11.4 Terms Applicable to the Options

(a) The Options are unlisted options to subscribe for fully paid ordinary shares in Zeus.
(b) The Options will be issued on or about the date that Zeus lodges this Prospectus with ASIC.
(c) The Options are freely transferable in whole or in part.
(d) The Options may only be exercised in lots of not less than 20,000 Options.
(e) The Options may be exercised by delivering a duly completed form of notice of exercise and the specified form of option certificate together with payment for the exercise price per Option to Zeus at any time during the relevant exercise period.
(f) Upon the valid exercise of the Options and payment of the exercise price, Zeus will issue Shares ranking pari passu with the then issued shares.
(g) Zeus shall apply for official quotation on the ASX of the resultant shares issued upon exercise of the Options within three Business days after the allotment of those shares.
(h) In the event of a bonus issue(s) of shares in Zeus prior to the exercise of the Options, Option Holders shall still be entitled to participate in the bonus issue(s) provided their Options are exercised prior to the expiration of the relevant exercise period. Each bonus issue share issued to the Option Holders will rank pari passu with the then issued ordinary shares in Zeus.
(i) In the event of any reconstruction (including a subdivision, consolidation or other reconstruction of ordinary shares of Zeus into any greater or

207

lesser number) of the issued capital of Zeus before the exercise of the Options, the entitlement of an Option Holder to shares on the exercise of any Option is reconstructed in the same proportion and manner as the issued ordinary share capital of Zeus is reconstructed (subject to the same provisions with respect to rounding of entitlements that apply to the reconstruction of the ordinary share capital in question) and in accordance with the ASX Listing Rules, but in all other respects the terms of the Options and the exercise price of the Options will remain unchanged.

(j) If before the exercise of the Options there is a pro-rata issue to Zeus’ ordinary shareholders (except a bonus issue), the exercise price of the Options may be reduced according to the following formula:

==> picture [115 x 23] intentionally omitted <==

Where:

O’ is the new exercise price of the Options.
O is the old exercise price of the Options.
E is the number of underlying ordinary shares into which 1 Option is exercisable.
P is the average market price per ordinary share (weighted by reference to volume) of the ordinary shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
S is the subscription price for an ordinary share under the pro-rata issue.
D is the dividend due but not yet paid on existing ordinary shares (except those to be issued under the pro-rata issue).
N is the number of ordinary shares with rights or entitlements that must be held to receive a right to one new ordinary share.
(k) If before the exercise of the Options, an offer is made by Zeus or any other person to holders of ordinary shares to subscribe for ordinary shares or other securities of Zeus or shares or other securities in any other company, Zeus must ensure that such an offer is extended to the Option Holders as if they had fully exercised all of their Options (and assuming there is no restriction on that exercise) and had become registered as the holder of the same number of ordinary shares that it would have been entitled to have allotted and issued to it on that basis.
(l) If a takeover offer is made for the ordinary shares of Zeus, then Zeus must as soon as reasonably practicable inform each Option Holder that the offer has been made.

11.5 Consents

The following persons have given their written consent to be named in this Prospectus and for the inclusion of statements made by those persons (as described below), and have not withdrawn such consent before lodgement of this Prospectus with ASIC.

(a) Each Director of the Company.
(b) Whittens Lawyers and Consultants, who have consented to being named in this Prospectus as solicitors to the Company;
(c) Mackay & Schnellmann, who have consented to being named as an Independent Geologist to the Company and to the inclusion of its report in Section 8 of this Prospectus (in the form and context in which it appears);
(d) William Buck, who have consented to being named as the Investigating Accountant to the Company and to the inclusion of its report in Section 7 of this Prospectus (in the form and context in which it appears);
(e) DLA Piper Australia, who have consented to being named as the Independent Solicitor to the Company in relation to the Mining tenements and to the inclusion of its report in Section 9 of this Prospectus (in the form and context in which it appears);
(f) Link Market Services, who have consented to being named as providing share registry services (in the form and context in which it appears).

Other than as disclosed above or elsewhere in this Prospectus, none of the abovementioned persons have been involved in the preparation, or authorised or caused the issue, of this Prospectus. To the maximum extent permitted by law, each of the persons referred to above:

(a) expressly disclaims and takes no responsibility for any part of (or any matter included in or omitted from) this Prospectus;
(b) makes no representation or warranty (either expressly or impliedly) with respect to the completeness or accuracy of information contained in this Prospectus;
(c) disclaims liability to any person in respect of any statement included in or omitted from this Prospectus;

other than as disclosed above.

11.6 Litigation

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

208

12. CORPORATE GOVERNANCE POLICY

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209

12.1 CORPORATE GOVERNANCE STATEMENT

The Board of Directors

The Company’s Board of Directors is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

maintain and increase Shareholder value;
ensure a prudential and ethical basis for the Company’s conduct and activities; and
ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

developing initiatives for profit and asset growth;
reviewing the corporate, commercial and financial performance of the Company on a regular basis;
acting on behalf of, and being accountable to, the Shareholders; and
identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in Board discussions on a fully-informed basis.

Composition of the Board

Election of Board members is substantially the province of Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and
the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s professional advisers (if required), has been committed to by the Board.

Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

Remuneration arrangements

The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decision-making process. The only current Executive Director is the Chief Executive Officer Mr Ian de Renzie Duncan.

The total maximum remuneration of non-executive Directors will be set at the 2013 AGM. Any increases will be the subject of a Shareholder resolution in accordance with clause 13.8 of the Company’s Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of nonexecutive Directors’ remuneration within that maximum amount will be made by the Board, having regard to the inputs and value to the Company of the respective contributions by each non-executive Director.

The Board may award additional remuneration to non-executive Directors called upon to perform extra services or make special exertions on behalf of the Company.

External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

Audit committee

The Company does not have a separately constituted audit committee.

Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

Trading Policy

The Company’s trading policy ensures that unpublished price sensitive information about the Company is not used in an unlawful manner. The main provisions of this policy are:

compliance with the specific requirements of the Corporations Act 2001;
prohibition of short term trading by directors, officers, employees and contractors in the Company’s securities;
prior notification by directors, officers, employees and contractors of their intention to deal in the Company’s securities.

210

13. GLOSSARY

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211

The following terms used in this Prospectus have the following meanings

2013 Options	1,500,000 options to be issued that have an exercise price of $0.401 and expire
	on 31 December 2013.
2015 Options	1,500,000 options to be issued that have an exercise price of $0.801 and expire
	on 31 December 2015.
A1 Minerals Limited	Now known as Stone Resources Australia Limited (ACN 100 727 491)
ADST	Australia Eastern Daylight Time.
AEST	Australia Eastern Standard Time.
A1 Minerals Limited	Company now known as Stone Resources Australia Limited (ACN 100 727 491).
Applicant	A person who submits a valid Application Form under this Prospectus.
Application	An application for Shares under this Prospectus.
Application Forms	The ZIMC Offer Application Form and the Public Offer Application Form
	accompanying this Prospectus.
Application Monies	Application monies received from Applicants.
ASIC	Australian Securities and Investments Commission.
ASTC	ASX Settlement Pty Limited (ABN 49 008 504 532).
ASTC Settlement Rules	The Settlement Rules of ASTC.
ASX	ASX Limited (ABN 98 008 624 691).
ASX Listing Rules	The Listing Rules of the ASX as amended from time to time.
AUD$, A$	Dollars of the currency of Australia and all amounts in this Prospectus are
	in Australian dollars unless otherwise stated.
Board	The Board of Directors of the Company as constituted from time to time.
Cazaly Resources Limited	Cazaly Resources Limited (ACN 101 049 334).
CHESS	The Clearing House Electronic Sub-register System.
Closing Date	The closing date for the Priority Offers and the Public Offer specified in
	the indicative timetable in this Prospectus, or such other date determined
	by the Board.
CMGB	China Metallurgical Geology Bureau.
Company	Zeus Resources Limited (ACN 139 183 190).
Constitution	The Constitution of the Company as amended or replaced from time to time.
Cornerstone Investment	The Cornerstone Investment Subscription Agreement is the agreement executed
Subscription Agreement	by the Company and ZIMC dated 16 July 2012.
Corporations Act	Corporations Act 2001 (Cth) as amended from time to time.
Directors	The directors of the Company as at the date of this Prospectus.
DLA Piper	DLA Piper Australia is responsible for the Independent Solicitor’s Report
	on Mining Tenements that appears in Section 9 of this Prospectus.
Exposure Period	7 day period from the lodgement of the Prospectus as defined in Chapter 6D
	of the Corporations Act.
Free Shares	The 25,000,000 shares in the Company to be issued for no consideration to Vast
	Honour pursuant to the terms of the various agreements between the Company
	and Vast Honour as disclosed in Section 10 of this Prospectus.
Hinkler Well Project	The project outlined in Section 4 of this Prospectus.
Investor	A person to whom the Offer of Shares is made, that is a person with a registered
	address in Australia or New Zealand.
Issue Price	AUD $0.20 per Share.

212

Joint Corporate Advisors	Novus Capital Limited (ACN 006 711 995)
	and
	Empire Securities Group Pty Ltd (ACN 128 319 219).
JORC	The Joint Ore Reserves Committee.
JORC Codeorthe Code	The Australasian Code for Reporting of Exploration Results, Mineral Resources
	and Ore Reserves.
Lead Manager	Novus Capital Limited (ACN 006 711 995).
Lake Way Project	The project outlined in Section 4 of this Prospectus
Listing Date	Commencement of quotation of the Shares on ASX.
Listing RulesorASX	The official listing rules of ASX and any other rules of ASX that are applicable
Listing Rules	while the Company is admitted to the Official List, each as amended or replaced
	from time to time, except to the extent of any express written waiver by ASX.
Mackay & Schnellmann	Mackay & Schnellmann Pty Ltd is responsible for the Independent Geologist’s
	Report that appears in Section 8 of this Prospectus.
Mortimer Hills Project	The project outlined in Section 4 of this Prospectus.
Narnoo Project	The project outlined in Section 4 of this Prospectus.
North Musgrave Project	The project outlined in Section 4 of this Prospectus.
Novus	Lead Manager and Joint Corporate Advisor being Novus Capital Limited
	(ACN 006 711 995).
Offer(s)	The offer of the Company in this Prospectus involving the offer of up to
	67,650,000 Shares in the Company at $0.20 cents per Share to raise $13,530,000.
Offer Period	The period from the Opening Date to the Closing Date.
Official List	The official list of the ASX.
Official Quotation	Has the same meaning as in the ASX Listing Rules.
Opening Date	The opening date for the ZIMC Offer and the Public Offer specified in
	the indicative timetable in this Prospectus, or such other date determine
	by the Board.
Options	Means the 2013 Options and the 2015 Options.
Overseas Applicants	Applicants who are not residents of Australia or New Zealand.
Percival Lakes Project	The project outlined in Section 4 of this Prospectus
Potential Applicants	Means potential investors who may invest in the Company.
Prospectus	This Prospectus lodged on the date specified in the Important Notices section
	of this Prospectus.
Public Offer	The offer pursuant to this Prospectus to members of the public to raise
	$2,000,000 via the issue of 10,000,000 shares at $0.20 per share.
Public Offer Application	The application form accompanying this Prospectus and entitled ‘Public Offer
Form	Application Form’.
Quotation	The quotation of the Shares on the ASX
Red Rock Project	The project outlined in Section 4 of this Prospectus.
Securities	Shares and/or Options, as applicable has the meaning within Section 9 of the
	Corporations Act.
Shares	Fully paid ordinary shares in the issued capital of the Company.
Shareholder	The holder of a Share in Zeus.
SOE	State Owned Enterprise.
Stone Resources	Stone Resources Australia Limited (ACN 100 727 491), formerly trading as
Australia Limited	A1 Minerals Limited.

213

Vast Honour	Vast Honour Global Limited (No.1650838) of 21st Floor, Tesbury Centre,
	28 Queens’s Road East, Wanchai, Hong Kong.
Vast Holding	Vast Honour Holding Limited (No.1650823) of 21st Floor, Tesbury Centre,
	28 Queens’s Road East, Wanchai, Hong Kong.
William Buck	William Buck Corporate Advisory Services (NSW) Pty Limited is the Investigating
	Accountant and is responsible for the Investigating Accountant’s Report that
	appears in Section 7 of this Prospectus.
Whittens Lawyers	Solicitors to the Offer being Whittens & McKeough Pty Ltd trading as Whittens
	Lawyers and Consultants.
yeelirrie South Project	The project outlined in Section 4 of this Prospectus.
ZIMC	Zhengyuan International Mining Co. Ltd.
ZIMC Offer	The offer of 57,650,000 fully paid ordinary shares in the company to
	ZIMC on the terms of this Prospectus and the Cornerstone Subscription
	Investment Agreement.
ZIMC Application Form	Means the application form accompanying this Prospectus and entitled
	‘ZIMC Offer Application Form’.

Please note: there are a number of technical terms contained in this Prospectus. Please consult the Glossary contained in the Independent Geologist’s Report for a definition of these terms.

214

14. STATEMENT OF DIRECTORS

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215

The Directors report that following due inquiry from them, they have not become aware:

(a) of any circumstances that in their opinion materially have affected or will affect the proposed assets of the Company;
(b) of any contingent liabilities of the Company;
(c) of any material items, transactions or events subsequent to the preparation of the pro-forma statement of assets and liabilities set out in the Prospectus that require adjustments to that statement or to the Investigating Accountant’s Report or that could cause figures disclosed in this Prospectus to be misleading or deceptive; and
(d) of any material items, transactions or events that, although they do not relate to figures included in this Prospectus, could cause reliance on the figures in this Prospectus to be misleading or deceptive.

The Directors further report that after making all enquiries, which in their opinion were reasonable, they believe:

(a) that every statement in this Prospectus not purporting to be made on the authority of an expert or of a public official, document or statement is true and not misleading or deceptive;
(b) that every statement in this Prospectus purporting to be a statement made by an expert or contained in what purports to be a copy of or extract from a report or evaluation of an expert fairly represents the statement or is a correct and fair copy of or extract from the report and that the person making the statement was competent to give it, has consented to the issue of this Prospectus and has not withdrawn that consent before lodgement of this Prospectus at ASIC; and
(c) that every statement in this Prospectus purporting to be a statement in this Prospectus purporting to be made by an official person or contained in what purports to be a copy of or extract from a public official document is a correct and fair representation of the statement or a correct and fair copy of or extract from the document.

Date: 14 November 2012

This Prospectus has been signed by or on behalf of the Directors of the Company in accordance with section 351 and section 720 of the Corporations Act.

==> picture [145 x 70] intentionally omitted <==

Mr Ian de Renzie Duncan Managing Director

216

Broker Code

Adviser Code

ABN 70 139 183 190

Public Offer Application Form

This is an Application Form for Shares in Zeus Resources Limited under the Public Offer on the terms set out in the Prospectus dated 14 November 2012. You may apply for a minimum of 10,000 Shares and multiples of 500 thereafter. This Application Form and your cheque or bank draft must be received by 5:00pm (AEDT) on 29 November 2012.

If you are in doubt as to how to deal with this Application Form, please contact your accountant, lawyer, stockbroker or other professional adviser. The Prospectus contains information relevant to a decision to invest in Shares and you should read the entire Prospectus carefully before applying for Shares.

A

Shares applied for Price per Share Application Monies , , at A$0.20 B A$ , , . (minimum 10,000, thereafter in multiples of 500)

PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) Applicant #1 – Surname/Company Name

C

Title	First Name	First Name		Middle Name	Middle Name
Joint Applicant #2		– Surname
Title	First Name			Middle Name

Designated account e.g. (or Joint Applicant #3)

D

TFN/ABN/Exemption Code	TFN/ABN/Exemption Code
First Applicant	Joint Applicant #2		Joint Applicant #3
TFN/ABN type – if NOT an individual, please mark the appropriate box		Company	Partnership	Trust	Super Fund

PLEASE COMPLETE ADDRESS DETAILS

PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable)

E

Unit Number/Level	Street Number	Street Name
Suburb/City or Town			State	Postcode

Email address (only for purpose of electronic communication of shareholder information)

CHESS HIN (if you want to add this holding to a specific CHESS holder, write the number here)

F X

Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Shares issued as a result of the Offer will be held on the issuer sponsored sub-register.

Telephone Number where you can be contacted during Business Hours Contact Name (PRINT)

G ( )

PAYMENT OPTIONS

Option 1 – By Cheque or Bank Draft: Cheques or bank drafts should be made payable to “Zeus Resources Limited” in Australian currency and crossed “Not Negotiable”.

H

Cheque or Bank Draft Number BSB Account Number - Option 2 – By Electronic Funds Transfer: Total Amount A$ , , .

==> picture [32 x 39] intentionally omitted <==

Name: Zeus Resources Ltd – Offer Account BSB: 032-102 Account No: 858 354

LODGEMENT INSTRUCTIONS

You must return your application so it is received before 5:00pm (AEDT) on 29 November 2012 to: Novus Capital Limited, PO Box R1464, Royal Exchange NSW 1225.

ZEU IPO001

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

The Shares to which this Application Form relates are Zeus Resources Limited (“Zeus”) Shares. Further details about the shares are contained in the Prospectus dated 14 November 2012 issued by Zeus Resources Limited. The Prospectus will expire on 30 November 2013. While the Prospectus is current, Novus Capital Limited will send paper copies of the Prospectus, any supplementary document and the Application Form, free of charge on request. The Australian Securities and Investment Commission requires that a person who provides access to an electronic application form must provide access, by the same means and at the same time, to the relevant Prospectus. This Application Form is included in the Prospectus. The Prospectus contains important information about investing in the Shares. You should read the Prospectus before applying for Shares.

A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 500. You may be issued all of the Shares applied for or a lesser number.
B Insert the relevant amount of Application Monies. To calculate your Application Monies, multiply the number of Shares applied for by the issue price. Amounts should be in Australian dollars. Please make sure the amount of your cheque or bank draft equals this amount.
C Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title.
D Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, Zeus Resources Limited will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments.
F If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Shares will be issued to Zeus’s issuer sponsored subregister.
G Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application.
H Payment by cheque or bank draft: Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should agree with the amount shown in section B. Make your cheque or bank draft payable to “Zeus Resources Limited” in Australian currency and cross it “Not Negotiable”. Your cheque or bank draft must be drawn on an Australian bank. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. If you receive a firm allocation of Shares from your Broker make your cheque payable to your Broker in accordance with their instructions. Payment by electronic funds transfer: [as per details overleaf].
E Please enter your postal address for all correspondence. All communications to you from Zeus and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.

LODGEMENT INSTRUCTIONS

Mailing Address:	Fax:
Novus Capital Limited	02 9247 4844
PO Box R1464	+61 2 9247 4844 (from outside Australia)
Royal Exchange NSW 1235

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

CORRECT FORMS OF REGISTRABLE NAMES

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

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Usegiven names in full,not initials	Mrs Katherine Clare Edwards	K C Edwards
Company Use Company’s full title,not abbreviations	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
Trusts Use the trustee(s) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased Estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post or Harold Post Deceased
Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners’ personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund
Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

Broker Code

Adviser Code

ABN 70 139 183 190

ZIMC Offer Application Form

This is an Application Form for Shares in Zeus Resources Limited under the ZMIC Offer on the terms set out in the Prospectus dated 14 November 2012. You may apply for a minimum of 10,000 Shares and multiples of 500 thereafter. This Application Form and your cheque or bank draft must be received by 5:00pm (AEDT) on 29 November 2012.

Shares applied for Price per Share Application Monies A , , at A$0.20 B A$ , , . (minimum 10,000, thereafter in multiples of 500) PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) + Applicant #1 – Surname/Company Name C Title First Name Middle Name Joint Applicant #2 – Surname Title First Name Middle Name Designated account e.g. (or Joint Applicant #3) TFN/ABN/Exemption Code First Applicant Joint Applicant #2 Joint Applicant #3 D TFN/ABN type – if NOT an individual, please mark the appropriate box Company Partnership Trust Super Fund PLEASE COMPLETE ADDRESS DETAILS PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable) E Unit Number/Level Street Number Street Name Suburb/City or Town State Postcode Email address (only for purpose of electronic communication of shareholder information)

CHESS HIN (if you want to add this holding to a specifc CHESS holder, write the number here)

F X

Telephone Number where you can be contacted during Business Hours Contact Name (PRINT)

G ( )

PAYMENT OPTIONS

Option 1 – By Cheque or Bank Draft: Cheques or bank drafts should be made payable to “Zeus Resources Limited” in Australian currency and crossed “Not Negotiable”.

H

Cheque or Bank Draft Number BSB Account Number - Total Amount A$ , , .

Option 2 – By Electronic Funds Transfer:

Name: Zeus Resources Ltd – Offer Account BSB: 032-102 Account No: 858 354

LODGEMENT INSTRUCTIONS

You must return your application so it is received before 5:00pm (AEDT) on 29 November 2012 to: Novus Capital Limited, PO Box R1464, Royal Exchange NSW 1225.

ZEU IPO002

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of the form.

A Insert the number of Shares you wish to apply for. The Application must be for a minimum of 10,000 Shares and thereafter in multiples of 500. You may be issued all of the Shares applied for or a lesser number.
B Insert the relevant amount of Application Monies. To calculate your Application Monies, multiply the number of Shares applied for by the issue price. Amounts should be in Australian dollars. Please make sure the amount of your cheque or bank draft equals this amount.
C Write the full name you wish to appear on the register of Shares. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title.
D Enter your Tax File Number (TFN) or exemption category. Business enterprises may alternatively quote their Australian Business Number (ABN). Where applicable, please enter the TFN or ABN for each joint Applicant. Collection of TFN(s) and ABN(s) is authorised by taxation laws. Quotation of TFN(s) and ABN(s) is not compulsory and will not affect your Application. However, if these are not provided, Zeus Resources Limited will be required to deduct tax at the highest marginal rate of tax (including the Medicare Levy) from payments.
F If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identifcation Number (HIN) here. If the name or address recorded on CHESS for this HIN is different to the details given on this form, your Shares will be issued to Zeus’s issuer sponsored subregister.
G Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application.
H Payment by cheque or bank draft: Please complete the details of your cheque or bank draft in this section. The total amount of your cheque or bank draft should agree with the amount shown in section B. Make your cheque or bank draft payable to “Zeus Resources Limited” in Australian currency and cross it “Not Negotiable”. Your cheque or bank draft must be drawn on an Australian bank. Suffcient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. If you receive a frm allocation of Shares from your Broker make your cheque payable to your Broker in accordance with their instructions. Payment by electronic funds transfer: [as per details overleaf].
E Please enter your postal address for all correspondence. All communications to you from Zeus and the Share Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.

LODGEMENT INSTRUCTIONS

This Application Form and your cheque or bank draft must be mailed or fax so that it is received before 5:00pm (AEDT) on 29 November 2012 at:

Mailing Address: Fax: Novus Capital Limited 02 9247 4844 PO Box R1464 +61 2 9247 4844 (from outside Australia) Royal Exchange NSW 1235

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

CORRECT FORMS OF REGISTRABLE NAMES

Note that ONLY legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the benefciary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Usegiven names in full, not initials	Mrs Katherine Clare Edwards	K C Edwards
Company Use Company’s full title, not abbreviations	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
Trusts Use the trustee(s) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased Estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post or Harold Post Deceased
Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners’ personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund
Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

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Designed and produced by FCR • www.fcr.com.au

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AI assistant

ZEUS RESOURCES LIMITED — Capital/Financing Update 2013

66116_rns_2013-01-16_06111885-3198-450d-b93b-c3660acc2695.pdf

PROSPECTUS

IMPORTANT NOTICE

IMPORTANT INFORMATION

Date and Lodgement of Prospectus

Jurisdiction

Electronic Prospectus

Exposure Period

Forecasts and Forward-Looking Statements

Terms and Abbreviations

JORC Statements

Currency

Photos and Diagrams

Privacy Disclosure Statement

CORPORATE DIRECTORy

Directors

Company Secretary

Registered Office

Investigating Accountant

Independent Geologist

Title Report

Principal Place of Business

Share Registry

Solicitors to the Offer

Joint Corporate Advisor

TABLE OF CONTENTS

INDICATIVE TIMETABLE

Cornerstone Subscription Offer Timetable

Public Offer Timetable

CHAIRMAN’S LETTER

Dear Investor

Dr Mike Etheridge

1. INVESTMENT HIGHLIGHTS

1. THE COMPANY

2. BUSINESS MODEL AND STRATEGY

3. SEVEN EXPLORATION PROJECTS

Lake Way Project – 100% interest

yeelirrie South Project – 100% interest

North Musgrave Project – 100% interest

Percival Lakes Project – 100% interest in uranium

Narnoo Project – 100% Interest

Red Rock Project – 100% Interest

Mortimer Hills Project – 100% Interest

2. CORPORATE OVERVIEW

2.1 BOARD OF DIRECTORS AND KEY MANAGEMENT

Dr Michael Etheridge, Chairman B.Sc (Hons), PhD, FTSE, FAIG, FAICD

Mr Ian de Renzie Duncan, Chief Executive Officer Dip. Law (SAB), Solicitor

Mr Andrew John Whitten, Company Secretary BA (UNSW), MLLP (UTS) Grad Dip. App. Corp. Gov. ACIS, Notary Public, Solicitor

Mr Ray Iacono, Chief Financial Officer FCPA, FTIA, MAICD

2.2 MANAGEMENT AND OPERATIONS

2.3 RESTRICTED SECURITIES

2.4 INDICATIVE EXPLORATION AND DEVELOPMENT EXPENDITURE

2.5 RELATED PARTY DISCLOSURES

2.5.1 Interests of Directors and Current Company Secretary and Former Directors in the Company

2.6 DEEDS OF INDEMNITY AND ACCESS

3. DETAILS OF THE OFFER

3.1 THE OFFER

Subscription by Zhengyuan International Mining Co. Limited (ZIMC)

Public Offer

3.2 PURPOSE OF THE OFFER

3.3 NO UNDERWRITING BUT $10,000,000 CAPITAL RAISING SECURED (SUBJECT TO CONDITIONS)

This Offer is not underwritten.

3.4 CURRENT AND PRO-FORMA CAPITAL STRUCTURE AND SUBSTANTIAL SHAREHOLDERS

Options not yet issued[2]

Substantial Shareholders

3.5 USE OF THE FUNDS RAISED FROM THE OFFER

3.6 RISK FACTORS

3.7 OPENING AND CLOSING DATES

3.8 HOW TO ACCEPT THE OFFER

Completed Application Forms and accompanying payment of the applicable Application Monies must be received the Lead Manager, Novus Capital before 5.00pm (AEDT) on the applicable Closing Date at the following address:

3.9 LISTING AND QUOTATION OF THE SHARES

3.10 ALLOTMENT OF THE SHARES

3.11 BROKERAGE FEES

3.13 TAXATION

3.12 OVERSEAS APPLICANTS

3.14 RIGHT TO WITHDRAW THE OFFER

3.15 ENQUIRIES IN RELATION TO THE OFFER

4. THE PROJECTS

ZEUS RESOURCES LIMITED Capital/Financing Update 2013