For personal use only - ASX · CHAIRMAN’S LETTER Dear Investor, On behalf of the directors of...

ALICANTO MINERALS LIMITED

ACN 149 126 858

PROSPECTUS

An initial public offer of 12,000,000 Shares at an issue price of $0.20 each to raise

$2,400,000.

Lead Manager

Max Capital Pty Ltd

AFSL: 411 136

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand

it you should consult your professional advisers without delay. The Shares offered by this

Prospectus should be considered highly speculative.

ALICANTO MINERALS PROSPECTUS | 1

CONTENTS

CORPORATE DIRECTORY ............................................................................................................ 2

IMPORTANT NOTICE ................................................................................................................... 3

CHAIRMAN’S LETTER ................................................................................................................... 4

INVESTMENT OVERVIEW ............................................................................................................. 5

1. DETAILS OF THE OFFER ................................................................................................ 17

2. COMPANY AND PROJECT OVERVIEW ....................................................................... 19

3. RISK FACTORS ............................................................................................................ 26

4. INDEPENDENT GEOLOGIST’S REPORT ......................................................................... 29

5. INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 71

6. SOLICITOR’S REPORT ON TENEMENTS ........................................................................ 81

7. CORPORATE GOVERNANCE .................................................................................... 101

8. ADDITIONAL INFORMATION .................................................................................... 113

9. DIRECTORS’ AUTHORISATION .................................................................................. 128

10. GLOSSARY ................................................................................................................ 129

COR PORATE D IRECTO RY

Directors

Didier Murcia

Non Executive Chairman

Matthew Bowles

Non Executive Director

Tony Cooper

Key Personnel

Brett Dunnachie

CFO & Company Secretary

Marcus Harden

Chief Geologist

Registered Office

181 Roberts Road

Subiaco WA 6008

Telephone: + 61 8 6489 0700

Facsimile: +61 8 6489 0710

Email:

admin@alicantominerals.com.au

Website:

www.alicantominerals.com.au

Proposed ASX Code: AQI

Independent Geologist

Bishop Exploration Pty Ltd

73 Bellview Crescent

Dianella WA 6059

Solicitors

Steinepreis Paganin

Level 4, The Read Buildings

16 Milligan Street

Perth WA 6000

Auditor*

Stanton’s International Audit and Consulting Pty Ltd

Level 2, 1 Walker Avenue

West Perth WA 6005

Share Registry*

Security Transfer Registrars Pty Ltd

770 Canning Highway

Applecross WA 6153

Telephone: +61 8 9315 2333

Facsimile: +61 8 9315 2233

Investigating Accountant

Stanton’s International Securities

West Perth WA 6005

Lead Manager

Max Capital Pty Ltd

946 Wellington Street

WEST PERTH WA 6005

AFSL: 411 136

* These entities are included for information purposes only. It has not been involved in

the preparation of this Prospectus. For

IM PORTA NT NOT ICE

This Prospectus is dated 19 June 2012 and was lodged with the ASIC on that date. The

ASIC and its officers take no responsibility for the contents of this Prospectus or the merits

of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the

date of this Prospectus. No person is authorised to give information or to make any

representation in connection with this Prospectus, which is not contained in the

Prospectus. Any information or representation not so contained may not be relied on as

having been authorised by the Company in connection with this Prospectus.

It is important that investors read this Prospectus in its entirety and seek professional

advice where necessary. The Shares the subject of this Prospectus should be considered

highly speculative.

RISK FACTORS

Potential investors should be aware that subscribing for Shares in the Company involves a

number of risks. The key risk factors of which investors should be aware are set out in the

Investment Overview and Section 3 of this Prospectus. These risks together with other

general risks applicable to all investments in listed securities not specifically referred to,

may affect the value of the Shares in the future. Accordingly, an investment in the

Company should be considered highly speculative. Investors should consider consulting

their professional advisers before deciding whether to apply for Shares pursuant to this

Prospectus.

EXPOSURE PERIOD

This Prospectus will be circulated during the Exposure Period. The purpose of the

Exposure Period is to enable this Prospectus to be examined by market participants prior

to the raising of funds. Potential investors should be aware that this examination may

result in the identification of deficiencies in this Prospectus and, in those circumstances,

any application that has been received may need to be dealt with in accordance with

Section 724 of the Corporations Act. Applications for Shares under this Prospectus will not

be processed by the Company until after the expiry of the Exposure Period. No

preference will be conferred on persons who lodge applications prior to the expiry of the

Exposure Period.

WEB SITE - ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at

www.alicantominerals.com.au. Any person accessing the electronic version of this

Prospectus for the purpose of making an investment in the Company must be an

Australian resident and must only access this Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application

Form unless it is attached to a hard copy of this Prospectus or it accompanies the

complete and unaltered version of this Prospectus. Any person may obtain a hard copy

of this Prospectus free of charge by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it

has reason to believe that when that person was given access to the electronic

Application Form, it was not provided together with the electronic Prospectus and any

relevant supplementary or replacement prospectus or any of those documents were

incomplete or altered.

CHAIRM AN’S LE T TER

Dear Investor,

On behalf of the directors of Alicanto Minerals Limited (Company), I am delighted to

invite you to become a shareholder of the Company.

Alicanto is an emerging mineral exploration company focused on the exploration and

development of a portfolio of precious and base metal prospects in recognised

geological provinces in Western Australia.

The Company has entered into agreements to acquire a number highly prospective

mineral exploration tenements, combined to form the Yerilla Project in the Eastern

Goldfields, Western Australia; and the Meekatharra and Doolgunna Projects in the

Murchison Goldfields, Western Australia (together, the Projects). While the Projects are

primarily gold exploration projects they are also prospective for base metals as outlined

in the Independent Geologists Report.

The priority for the Company will be completing exploration activity on the Projects. An

appropriate exploration budget has been formulated for this purpose.

In addition to the exploration on its West Australian Projects, the Company intends to

evaluate additional project opportunities if and when they arise.

The Company is seeking to raise $2,400,000 through an issue of 12,000,000 Shares, at a

price of $0.20 per Share.

The Board and management of the Company have demonstrable technical,

operational and corporate experience in mineral exploration, project acquisition and

development.

This Offer presents investors with the opportunity to share in the future of the Company.

However, all investors should be aware of the speculative nature of mineral exploration

and mining and the associated risks, these and additional risks are highlighted in the

Investment Overview and Section 3. Please study this document carefully and seek

professional advice, if necessary, to make an informed decision.

On behalf of the Board, I commend this investment opportunity to you and look forward

to welcoming you as a shareholder in Alicanto Minerals Limited.

Yours sincerely

Didier Murcia

Chairman For

INV ESTM ENT OVERV IEW

This section is a summary only and 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.

THE COMPANY

The Company was incorporated on 3 February 2011 for the primary purpose of

identifying exploration projects in Australia and overseas with the aim of discovering

commercially significant minerals deposits.

While the Company’s primary exploration focus will be on gold and base metals on its

Western Australian projects, the Company will also review the potential for the

exploration of other minerals and precious metals on the Projects.

The Board and management of Alicanto have a broad range of expertise with proven

technical, operational, financial and commercial skills and experience in mining

exploration, strategy, venture capital, acquisitions and corporate finance.

BUSINESS MODEL - EXPLORATION COMPANY

Alicanto is an exploration company which has entered into a\Option Agreements for

the exclusive right to acquire a majority equity interest in a portfolio of prospective

mineral exploration projects in Western Australia.

Yerilla Project - Right to Acquire 70% interest

The Yerilla Project is located within the Archean Norseman-Wiluna Greenstone Belt

proximal to the highly prospective Keith Kilkenny Fault Zone in the Eastern Goldfields

of Western Australia.

Located 160km to the north east of Kalgoorlie, the Yerilla Project consists of

exploration licences E31/619 and E31/961, for a total surface area of

41.44 km2, adjacent to the historic Yerilla Mining Centre.

The E31/619 tenement area contains the historic Mammon, Fenton, Fitzroy, North

Barclay, Barclay and South Barclay gold workings localised along 3.2 km of the

north-northwest trending Mammon-Barclay Zone fault.

The historic gold workings of the Mammon-Barclay Zone and its possible extensions to the

north remain to be explored by modern geochemical, geophysical and drilling methods

along most of its strike length and at depth. The Yerilla Project contains a largely untested

gold anomaly, in the north of the E31/619 tenement, approximately 2kms long and 700m

Meekatharra Project - Right to Acquire 70% interest

Lying within the world class Murchison Goldfields and located east of Meekatharra,

Western Australia, the Meekatharra Project is comprised of exploration licences

E51/1442 and E51/1443, totalling an area of 211.08 km2.

Limited exploration has left the western half of the E51/1442 tenement unexplored,

and in need of effective exploration for gold and base metals.

In addition, previous reconnaissance RAB and aircore drilling on the E51/1443

tenement has defined several gold and gold-arsenic anomalies along the length of

the belt that encourage additional reconnaissance drilling.

Doolgunna Project - Right to Acquire 70% interest

The Doolgunna Project is comprised of exploration licence E51/1365, and covers a

total area of 64.65 km2. The Project is located 70km to the north east of

Meekatharra.

The Doolgunna Project area covers a portion of the Yerrida Basin of the Proterozoic

Nabberu Province that hosts the Peak Hill, Fortnum and Labouchere gold mines, as

well as the Horseshoe lights and Degrussa copper-gold deposits.

The Project area covers the geologically prospective transition zone between

Palaeoproterozoic Johnson Cairn Formation (shales, siltstones, carbonates) and

Juderina Formation (red bed sandstones) which is recognised as a prospective

horizon for sedimentary hosted copper-gold deposits. It is also located in a

structurally favourable position on the southeast margin of the Doolgunna Graben

near the intersection of two major tectonic trends.

The highest priority target within the Doolgunna Project is an 8.5 km long magnetic

zone and coincident magnetic lag soil copper anomaly tested only by a limited

number of very widely spaced reconnaissance aircore holes.

Previous exploration over each of the Projects has resulted in targets which have been

subjected to limited follow up exploration. The Company proposes to complete

geological mapping and surface sampling, followed by a mix of geophysical surveys

and aircore/RC drilling to test known targets, as well as anomalies defined through the

geophysical surveys.

A summary of the Option Agreements is contained in the Summary of Material Contracts

section set out in Section 8.1 of this Prospectus.

A summary of the Projects is set out in Section 2.2 of this Prospectus and more detailed

information is included in the Independent Geologist’s Report in Section 4 of this

Prospectus.

Project Generation

The Company will consider and evaluate potential new projects in both Australia and

overseas with a view to increasing the number of projects held by the Company and

diversification into other commodities. The Company has not yet determined any

specific criteria for identification of these projects.

The Objectives

The Company’s main objectives on completion of the Offer and the acquisition of its

interest in the Projects are the:

exploration and appraisal of the Projects; and

evaluation and assessment of additional exploration projects, joint venture and

acquisition opportunities that are considered by the Board to add value to the

Company, in both Australia and overseas.

KEY RISKS

The business, assets and operations of the Company are subject to certain risk factors

that have the potential to influence the operating and financial performance of the

Company in the future. These risks can impact on the value of an investment in the

securities of the Company.

The Board aims to manage these risks by carefully planning its activities and

implementing risk control measures. Some of the risks are, however, highly unpredictable

and the extent to which they can effectively manage them is limited.

Set out below are specific risks that the Company is exposed to. Further risks associated

with an investment in the Company are outlined in Section 3.

Title - equitable interest only

The Company does not presently have a registered interest in any of the

Tenements. It only has an equitable interest pursuant to the Option Agreements (as

summarised in Section 8.1 of this Prospectus) to acquire a 70% interest in the

Tenements.

The only right available to the Company to protect its interest in the Tenements,

prior to settlement under the Option Agreements, is lodgement of a caveat over

the Tenements pursuant to the Mining Act 1978 (WA). A caveat prevents the

registration of any transfer or mortgage over the Tenements without first giving

notice to the Company. The Company has lodged caveats with the Department

of Mines and Petroleum, Western Australia over the Tenements to protect its interest

in the Tenements.

Contractual risk

In order for the Company to be able to achieve its objectives the Company is

reliant on the registered holder of the Tenements to comply with its contractual

obligations under the Option Agreements with respect to maintaining the

Tenements in full force and effect, free from any liability to forfeiture or non-

renewal.

Where the registered holder of the Tenements fails to comply with conditions of the

Tenements which results in loss of title to the Tenements the Company would lose its

interest in the minerals rights being acquired pursuant to the Option Agreements. It

may then be necessary for the Company to approach a court to seek a legal

remedy. Legal action can be costly and there can be no guarantee that a legal

remedy will be ultimately granted on the appropriate terms. The Company has no

current reason to believe that the registered holder of the Tenement that it has

contracted with will not meet and satisfy its obligations under the Option

Agreements.

Status of Tenements

The Company’s main assets comprise interests in five granted Exploration Licences

granted pursuant to the Option Agreements (outlined in the material contract

summary set out in Section 8.1 of this Prospectus). The Company cannot guarantee

that the Exploration Licences will be renewed beyond their current expiry date and

there is a material risk that, in the event the Company is unable to renew the

granted Tenements beyond their current expiry date, the Company’s proposed

interests in the Projects will be reduced.

Funding

At the date of this Prospectus, the Company has no income producing assets and

will generate losses for the foreseeable future. Until it is able to develop a project

and generate appropriate cash flow, it is dependent upon being able to obtain

future equity and/or debt funding to support long term exploration, after the

expenditure of the net proceeds raised under the Offer. Neither the Company nor

any of the Directors or any other party can provide any guarantee or assurance

that if further funding is required, such funding can be raised on terms favourable to

the Company.

Any additional equity funding will dilute existing Shareholders. Also, no guarantee or

assurance can be given as to when a project can be developed to the stage

where it will generate cash flow. As such, a project would be dependent on many

factors, for example exploration success, subsequent mine development,

commissioning and operational performance.

Lack of Executive Director

The Company does not currently have an executive director.

The Board is aware of the need to have sufficient management to properly

supervise the exploration and (if successful) for the development of the projects in

which the Company has, or will in the future have, an interest and the Board will

continually monitor the management roles in the Company. To this end, the

Company currently has a full time Chief Geologist, and has also retained Black

Peak Holdings Pty Ltd, to provide technical consulting services on an ongoing basis.

As the Company’s projects require an increased level of involvement the Board will

look to appoint additional management and/or consultants when and where

appropriate to ensure proper management of the Company’s projects. However,

there is a risk that the Company may not be able to secure personnel with the

relevant experience at the appropriate time which may impact on the Company’s

ability to complete all of its preferred exploration programmes in its preferred

timetable.

Limited history

The Company was only recently incorporated (3 February 2011) and has no

operating history and limited historical financial performance. Exploration has

previously been conducted on the area of land the subject of the Tenements,

however, the Company is yet to conduct its own exploration activities and under

the terms of the Option Agreements will not commence these activities until the

Company has been admitted to the Official List. No assurance can be given that

the Company will achieve commercial viability through the successful exploration

and/or mining of the Projects. Until the Company is able to realise value from its

projects, it is likely to incur ongoing operating losses.

No existing mineral resource estimates or ore reserve

The Company does not presently have any JORC Code compliant mineral

resources estimates or ore reserves on the Tenements in which it is earning an

interest. Potential investors should understand that mineral exploration and

development are high-risk undertakings. There can be no assurance that

exploration of these Tenements, or any other tenements that may be acquired in

the future, will result in the discovery of an economic ore deposit. Even if an

apparently viable deposit is identified, there is no guarantee that it can be

economically exploited.

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the

Company and prospective applicants should refer to the additional risk factors in Section

3 of this Prospectus before deciding whether to apply for Shares pursuant to this

Prospectus.

THE OFFER

The Company invites applications for 12,000,000 Shares at an issue price of $0.20 per

Share to raise $2,400,000. The key information relating to the Offer and references to

further details are set out below.

Indicative timetable*

Lodgement of Prospectus with the ASIC 19 June 2012

Opening Date 27 June 2012

Closing Date 24 July 2012

Despatch of holding statements 30 July 2012

Expected date for quotation on ASX 2 August 2012

* The above dates are indicative only and may change without notice. The Company

reserves the right to extend the Closing Date or close the Offer early without notice.

KEY INFORMATION FURTHER DETAILS

Type of security being offered and its rights and liabilities

Fully paid ordinary shares in the capital of the Company ranking

equally with the existing Shares on issue.

Section 8.3

Minimum subscription of the Offer

$2,400,000.

Section 1.2

How to apply for Shares

Complete and return the Application Form together with payment

in full for the quantity of Shares being applied for.

Applications must also be for a minimum of 10,000 Shares and

thereafter in multiples of 1,000 Shares.

Section 1.3

Application Form

Will the securities be listed?

Application for Official Quotation by ASX of the Shares offered

pursuant to this Prospectus will be made within 7 days after the

date of this Prospectus.

Section 1.4

How will Shares be allocated? Section 1.5

KEY INFORMATION FURTHER DETAILS

The Directors will determine the allottees in their sole discretion.

Where will the Offer be made?

No action has been taken to register or qualify the Shares, or,

otherwise permit a public offering of the Shares the subject of this

Prospectus, in any jurisdiction outside Australia. Applicants who are

resident in countries other than Australia should consult their

professional advisers as to whether any governmental or other

consents are required or whether any other formalities need to be

considered and followed.

Section 1.6

Broker commissions

The Company reserves the right to pay a commission of 4%

(exclusive of goods and services tax) of amounts subscribed

through any licensed securities dealers or Australian financial

services licensee and accepted by the Company.

Section 1.8

CHESS & Issuer Sponsorship

The Company will apply to participate in CHESS, for those investors

who have, or wish to have, a sponsoring stockbroker. Investors who

do not wish to participate through CHESS will be issuer sponsored

by the Company.

Section 8.13

Who should I contact with queries?

Any questions concerning the Offer should be directed to Mr Brett Dunnachie,

Company Secretary, on +61 8 6489 0700.

PURPOSE OF THE OFFER

The purpose of the Offer is to facilitate an application by the Company for admission of

the Company to the official list of ASX and position the Company to seek to achieve the

objectives set out above.

USE OF FUNDS

The Company intends to apply funds raised from the Offer, together with existing cash

reserves, over the first two years following admission of the Company to the official list of

ASX as follows:

Funds available

Existing cash reserves1 271,663

Funds raised from the Offer 2,400,000

Total 2,671,663

Allocation of funds Year 1

Year 2

Expenses of the Offer2 258,500 - 258,500

Acquisition costs (including stamp duty) 95,000 - 95,000

Exploration expenditure3 457,000 1,067,000 1,524,000

Administration costs 163,100 163,100 326,200

Project generation 50,000 225,00 275,000

General working capital 96,482 96,481 192,963

Total 1,120,082 1,551,581 2,671,663

1 Refer to the Investigating Accountant’s Report set out in Section 5 of this Prospectus for further details. 2 Refer to Section 8.9 of this Prospectus for further details. 3 Refer to the Independent Geologist’s Report in Section 4 of this Prospectus for further information on

the planned exploration activities and expenditure budget for the Project. 4 Budgeted cash reserves at the end of Year 1 including general working capital is approximately

$1.65 million

On completion of the Offer, the Board believes the Company will have sufficient working

capital to achieve the objectives set out above.

The above table is a statement of current intentions as of the date of this Prospectus. As

with any budget, intervening events (including exploration success or failure) and new

circumstances have the potential to affect the manner in which the funds are ultimately

applied. The Board reserves the right to alter the way funds are applied on this basis.

CAPITAL STRUCTURE

The capital structure of the Company following completion of the Offer is summarised

below1:

Shares2 Number

Shares currently on issue3 13,850,001

Shares to be issued to vendors on completion 150,000

Shares to be issued pursuant to the Offer 12,000,000

Total Shares on completion of the Offer 26,000,001

Options4 Number

Options exercisable at 20 cents on or before 31 July 2015 5,850,000

Options exercisable at 30 cents on or before 31 July 2015 500,000

Options exercisable at 20 cents on or before 31 May 2016 3,650,000

Options to be issued pursuant to the Offer Nil

Total Options on completion of the Offer 10,000,000

1 Refer to the Investigating Accountant’s Report set out in Section 5 of this Prospectus for further details.

2 The rights attaching to the Shares are summarised in Section 8.3 of this Prospectus.

3 The Shares currently on issue were issued to seed capital investors to fund acquisition costs, listing costs

and initial working capital requirements of the Company. These Shares were issued at a discount to the

issue price of the Shares offered pursuant to the Offer to reflect the increased risk associated with an

investment in the Company at the time of issue of the seed capital. The seed capital was issued in three

tranches as follows;

(a) 1 Share was issued on incorporation of the Company;

(b) on 5 August 2011 10,350,000 Shares were issued at an issue price of $0.001 per Share to

raise $10,350 on the basis that the Company had been recently formed to enter the

mining exploration industry and that the Company had no assets, no income and no

track record; and

(c) on 12 August 2011 3,000,000 Shares were issued at an issue price of $0.10 per Share to

raise $300,000 on the basis that the Company had identified potential assets and was in

the process of negotiating the terms for the options to acquire the West Australian

tenements. These agreements were executed on 19 August 2011. Further details of the

Option Agreements are set out in the summary of material contracts in Section 8.1 of this

Prospectus.

On 30 May 2012, 500,000 Shares were issued to Mr Didier Murcia following the acceptance of his

consent and agreement to become Non Executive Chairman of the Company and assist in the

development and management of the Company’s exploration business. The Shares have been issued

to Mr Murcia to ensure continuity of service and to provide Mr Murcia with an appropriate incentive

linked to the future performance of the Company.

4 All Options will be unquoted. Further details in respect to the Option terms are outlined in Section 8.4

of this Prospectus.

SUBSTANTIAL SHAREHOLDERS

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this

Prospectus and on completion of the Offer are set out in the respective tables below.

As at the date of the Prospectus

Shareholder Shares Options %

(undiluted)

(fully diluted)

Atlantic Capital Pty Ltd 1 2,375,001 2,000,000 17.15% 18.34%

Symorgh Investments Pty Ltd 2,360,000 2,000,000 17.04% 18.28%

McTavish Industries Pty Ltd 2,350,000 2,000,000 16.97% 18.24%

1 Matthew Bowles, a Director, is the sole director and shareholder of this entity.

On completion of the Offer (assuming no existing substantial Shareholder subscribes and

receives additional Shares pursuant to the Offer)

Shareholder Shares Options %

(undiluted)

(fully diluted)

Atlantic Capital Pty Ltd 1 2,375,001 2,000,000 9.13% 12.15%

Symorgh Investments Pty Ltd 2,360,000 2,000,000 9.08% 12.11%

McTavish Industries Pty Ltd 2,350,000 2,000,000 9.04% 12.08%

1 Matthew Bowles, a Director, is the sole director and shareholder of this entity.

Given the potential voting power of the substantial shareholders in the Company, the

Company advises to the best of its knowledge and belief, none of the substantial holders

are associated, or are acting in concert in relation to their holdings in the Company.

The Company will announce to the ASX details of its top-20 Shareholders (following

completion of the Offer) prior to the Shares commencing trading on ASX.

RESTRICTED SECURITIES

Subject to the Company being admitted to the Official List, certain Shares and Options

on issue prior to the Offer will be classified by ASX as restricted securities and will be

required to be held in escrow for up to 24 months from the date of Official Quotation.

During the period in which these securities are prohibited from being transferred, trading

in Shares may be less liquid which may impact on the ability of a Shareholder to dispose

of his or her Shares in a timely manner.

The Company will announce to the ASX full details (quantity and duration) of the Shares

and Options required to be held in escrow prior to the Shares commencing trading on

FINANCIAL INFORMATION

The Company was only recently incorporated (3 February 2011) and has no operating

history and limited historical financial performance. The Company is yet to conduct its

own exploration activities on the area of land the subject of the Tenements and under

the terms of the Option Agreements will not commence these activities until the

Company has been admitted to the Official List.

As a result, the Company is not in a position to disclose any key financial ratios other than

its balance sheet which is included in the Investigating Accountant’s Report set out in

Section 5 of this Prospectus.

TAXATION

The acquisition and disposal of Shares will have tax consequences, which will differ

depending on the individual financial affairs of each investor. All potential investors in

the Company are urged to obtain independent financial advice about the

consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their

respective advisors accept no liability and responsibility with respect to the taxation

consequences of subscribing for Shares under this Prospectus.

DIVIDEND POLICY

The Company anticipates that significant expenditure will be incurred in the evaluation

and development of the Company’s projects. These activities, together with the possible

acquisition of interests in other projects, are expected to dominate the two year period

following the date of this Prospectus. Accordingly, the Company does not expect to

declare any dividends during that period.

Any future determination as to the payment of dividends by the Company will be at the

discretion of the Directors and will depend on the availability of distributable earnings

and operating results and financial condition of the Company, future capital

requirements and general business and other factors considered relevant by the

Directors. No assurance in relation to the payment of dividends or franking credits

attaching to dividends can be given by the Company.

DIRECTORS & KEY PERSONNEL

Directors

Didier Murcia - LLB, BJuris

Non Executive Chairman

Mr Murcia holds a Bachelor of Jurisprudence and Bachelor of Laws from the University of

Western Australia, and has over twenty years experience in corporate, commercial and

resource law. Mr Murica is a Director of Gryphon Minerals Limited, listed on the Australian

Securities Exchange and Chairman of Centaurus Metals Limited and Rift Valley Resources

listed on the Australian Securities Exchange. He is also Chairman of Perth law firm Murcia

Pestell Hillard and the Honorary Consul for the United Republic of Tanzania.

Mr Murcia does not expect that his directorships with other companies or other business

activities will interfere with his ability to act as Non-Executive Chairman to the Company.

Matthew Bowles-– BCom, CPA, ASA

Mr Bowles has extensive commercial, corporate finance and capital markets experience

within the resource sector particularly in strategy development, domestic and cross

border corporate M&A transactions and capital raising initiatives. He was previously an

Executive Director, Mergers and Acquisitions with global advisory firm Ernst & Young and

prior to joining in 2004, spent eight years with Rio Tinto Limited and four years in

investment banking in London.

Mr Bowles is a Member of the Australian Society of Certified Practising Accountants and

the Financial Services Institute of Australia and is currently the Head of Corporate

Development for Gryphon Minerals Limited and a Non Executive Director of Tawana

Resources NL.

Mr Bowles does not expect that his directorships with other companies or other business

activities will interfere with his ability to act as Non-Executive Director to the Company.

Tony Cooper - BSc (Geology), MAusIMM

Non Executive Director, Technical

Mr Cooper graduated from the Curtin University with a degree in Geology and has over

25 years experience in mining and mineral exploration in both Australia and overseas,

with particular expertise on gold and base metals. From 1996 to 2001 Mr Cooper was

responsible for the geological management of the Ravensthorpe Nickel Project.

Mr Cooper is currently a Director of Comet Resources Ltd.

Mr Cooper does not expect that his directorships with other companies or other business

activities will interfere with his ability to act as Non-Executive Director to the Company.

Management

Marcus Harden - BSc (Hon) Geology

Chief Geologist

Mr Harden graduated from the University of Edinburgh with a first class honours degree in

Geology. He has extensive mineral exploration experience throughout Australia, West

Africa and elsewhere overseas with both junior explorers and major mining companies

exploring for a variety of commodities including gold, base metals, platinum group

elements and rare earth elements. Mr Harden has been involved in taking two projects

from exploration through to mine construction stage. He was previously the Principal

Geologist for First Quantum Minerals in West Africa and prior to this was with Gryphon

Minerals working on the Banfora project located in Burkina Faso, West Africa.

Brett Dunnachie

CFO & Company Secretary

Mr Dunnachie is a Chartered Accountant and holds a Bachelor of Commerce degree.

Mr Dunnachie has over 10 years experience in the financial management and

governances of ASX public listed companies and was previously an audit manager at a

major chartered accounting practice.

Mr Dunnachie is currently the CFO and Company Secretary of Renaissance Minerals

Limited and Avonlea Minerals Limited, and the Company Secretary for Venture Minerals

Limited.

Consultants

Black Peak Holdings Pty Ltd

The Company has retained the services of Black Peak to provide management and

technical consulting services on standard commercial terms. Black Peak has extensive

experience in exploration and development throughout Australia and overseas, in a

variety of commodities including gold, base metals and PGE’s. Black Peak is an

unrelated party to the Company.

CORPORATE GOVERNANCE

To the extent applicable, in light of the Company’s size and nature, the Company has

adopted The Corporate Governance Principles and Recommendations (2nd Edition) as

published by ASX Corporate Governance Council (Recommendations).

The Company’s main corporate governance policies and practices as at the date of this

Prospectus are outlined in Section 7.1 of this Prospectus and the Company’s compliance

and departures from the Recommendations are set out in Section 7.2 of this Prospectus.

In addition, the Company’s full Corporate Governance Plan is available from the

Company’s website (www.alicantominerals.com.au).

DISCLOSURE OF INTERESTS

The Company has paid no remuneration to its Board since incorporation to the date

of this Prospectus and no remuneration will be paid or accrue until such time as the

Company is admitted to the Official List.

For each of the Directors, the proposed annual remuneration for the financial year

following the Company being admitted to the Official List together with the relevant

interest of each of the Directors in the securities of the Company as at the date of this

Prospectus is set out in the table below.

1 Exclusive of Superannuation .

2 Exercisable at 20 cents on or before 31 May 2016.

3 1.5m exercisable at 20 cents on or before 31 July 2015 and 0.5m exercisable at 20 cents on or before

31 May 2016.

4 Exercisable at 20 cents on or before 31 July 2015.

5 These securities are held by Atlantic Capital Pty Ltd. Matthew Bowles is the sole director and

shareholder of Atlantic Capital Pty Ltd.

6 These securities are held by Digreveni Investments Pty Ltd. Didier Murcia is a director and shareholder

of Digreveni Investments Pty Ltd.

AGREEMENTS WITH DIRECTORS OR RELATED PARTIES

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to

the other Directors before such a matter is considered by the Board; and

(b) for the Board to consider such a matter, the Director who has a material personal

interest is not present while the matter is being considered at the meeting and does

not vote on the matter.

Deeds of indemnity, insurance and access

The Company has entered into a deed of indemnity, insurance and access with each of

its Directors. Under these deeds, the Company agrees to indemnify each officer to the

extent permitted by the Corporations Act against any liability arising as a result of the

officer acting as an officer of the Company. The Company is also required to maintain

insurance policies for the benefit of the relevant officer and must also allow the officers

to inspect board papers in certain circumstances.

Director Remuneration1 Shares Options

Mr Didier Murcia $30,000 500,0006 500,0002,6

Mr Matthew Bowles $30,000 2,375,0015 2,000,0003,5

Mr Tony Cooper $30,000 100,000 100,0004

1. DETAILS OF THE OFFER

1.1 The Offer

Pursuant to this Prospectus, the Company invites applications for 12,000,000

Shares at an issue price of $0.20 per Share to raise $2,400,000.

The Shares offered under this Prospectus will rank equally with the existing Shares

on issue.

1.2 Minimum subscription

If the minimum subscription to the Offer of $2,400,000 has not been raised within

4 months after the date of this Prospectus, the Company will not issue any Shares

and will repay all application monies for the Shares within the time prescribed

under the Corporations Act, without interest.

1.3 Applications

Applications for Shares under the Offer must be made using the Application

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in

multiples of 1,000 Shares and payment for the Shares must be made in full at the

issue price of $0.20 per Share.

Completed Application Forms and accompanying cheques, made payable to

“Alicanto Minerals Limited – Share Placement Account” and crossed “Not

Negotiable”, must be mailed or delivered to the address set out on the

Application Form by no later than the Closing Date.

The Company reserves the right to close the Offer early.

1.4 ASX listing

Application for Official Quotation by ASX of the Shares offered pursuant to this

Prospectus will be made within 7 days after the date of this Prospectus.

If the Shares are not admitted to Official Quotation by ASX before the expiration

of 3 months after the date of issue of this Prospectus, or such period as varied by

the ASIC, the Company will not issue any Shares and will repay all application

monies for the Shares within the time prescribed under the Corporations Act,

without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in

any way as an indication of the merits of the Company or the Shares now

offered for subscription.

1.5 Allotment

Subject to the minimum subscription to the Offer being reached and ASX

granting conditional approval for the Company to be admitted to the Official

List, allotment of Shares offered by this Prospectus will take place as soon as

practicable after the Closing Date.

Pending the allotment and issue of the Shares or payment of refunds pursuant to

this Prospectus, all application monies will be held by the Company in trust for

the Applicants in a separate bank account as required by the Corporations Act.

The Company, however, will be entitled to retain all interest that accrues on the

bank account and each Applicant waives the right to claim interest.

The Directors will determine the allottees of all the Shares in their sole discretion.

The Directors reserve the right to reject any application or to allocate any

applicant fewer Shares than the number applied for. Where the number of

Shares issued is less than the number applied for, or where no allotment is made,

surplus application monies will be refunded without any interest to the Applicant

as soon as practicable after the Closing Date.

1.6 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place

or jurisdiction, or to any person to whom, it would not be lawful to make such an

offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions

outside Australia may be restricted by law and persons who come into

possession of this Prospectus should seek advice on and observe any of these

restrictions. Any failure to comply with such restrictions may constitute a

violation of applicable securities laws.

No action has been taken to register or qualify the Shares or otherwise permit a

public offering of the Shares the subject of this Prospectus in any jurisdiction

outside Australia. Applicants who are resident in countries other than Australia

should consult their professional advisers as to whether any governmental or

other consents are required or whether any other formalities need to be

considered and followed.

It is the responsibility of applicants outside Australia to obtain all necessary

approvals for the allotment and issue of the Shares pursuant to this Prospectus.

The return of a completed Application Form will be taken by the Company to

constitute a representation and warranty by the applicant that all relevant

approvals have been obtained.

1.7 Not underwritten

The Offer is not underwritten.

1.8 Commissions payable

The Company reserves the right to pay a commission of 4% (exclusive of goods

and services tax) of amounts subscribed through any licensed securities dealers

or Australian financial services licensee in respect of any valid applications

lodged and accepted by the Company and bearing the stamp of the licensed

securities dealer or Australian financial services licensee. Payments will be

subject to the receipt of a proper tax invoice from the licensed securities dealer

or Australian financial services licensee.

The Company has signed a mandate letter with Max Capital engaging Max

Capital to act as lead manager to the Offer. See Section 8.1 of this Prospectus

for further details of this agreement. For

2. COMPANY AND PROJECT OVERVIEW

2.1 Background

Alicanto Minerals Limited was incorporated on 3 February 2011 for the primary

purpose of identifying exploration projects in Australia and overseas with the aim

of discovering commercially significant mineral deposits.

While the Company’s primary exploration focus will be for gold and base metals,

the Company will also review the potential for the exploration of other minerals

and precious metals on the Projects.

On 19 August 2011 the Company entered into agreements with MPF Exploration

Pty Ltd to acquire a 70% interest in both the Yerilla South mineral tenement

(Yerilla South) and the Doolgunna mineral tenement (Doolgunna Project)

located in Western Australia. The Company will acquire these interests for a

cash payment of $35,000 and the issue of 60,000 Shares.

The Company has also entered into agreements with Maka Minerals Pty Ltd to

acquire a 70% interest in the Yerilla North (Yerilla North) mineral tenement and

two granted Meekatharra mineral tenements (Meekatharra Project). The

Company will acquire these interests for a cash payment of $55,000 and the

issue of 90,000 Shares.

Following its acquisition of the 70% interest in the Projects the Company will sole

fund exploration expenditure until completion of a feasibility study. Settlement of

the acquisitions is subject to the Company receiving conditional approval for

admission to quotation on the Official List of the ASX.

Further information relating to the Company’s acquisition of its 70% interest in the

Projects, and the intended joint venture governing exploration of the Projects, is

set out in the material contract summary contained in Section 8.1 of this

Prospectus.

2.2 Project Overviews

The Company has assembled a portfolio of three gold and base metal

exploration projects in two Archaean and one Proterozoic gold and base metal

provinces in Western Australia. The three project areas, which total 317.17 km2,

are in the Norseman-Wiluna Belt and Murchison Provinces of the Archaean

Yilgarn Craton and the Proterozoic Nabberu Basin in Western Australia. The three

projects are:

Yerilla Project (Yerilla North and Yerilla South), Norseman-Wiluna Belt of

Western Australia (gold and copper-zinc)

Meekatharra Project, Murchison Goldfields (gold, copper-gold and copper-

Doolgunna Project, Nabberu Basin (gold and copper-gold)

A summary of the Projects is set out below. Also refer to the Independent

Geologist’s Report in Section 4 of this Prospectus for more detailed information on

the Projects

Location of the Company’s Projects

2.2.1 Yerilla Project – Right to Acquire 70% Interest

The Yerilla Project consists of two contiguous granted exploration licences

E31/619 and E31/961, for a total surface area totalling 41.44 km2, adjacent to the

historic Yerilla Mining Centre, 160 km north-northeast of Kalgoorlie. The project

lies within the Archean Norseman-Wiluna Greenstone Belt proximal to the Keith

Kilkenny Fault Zone which has major associated gold, nickel and copper-zinc-

silver deposits/mines. Historic gold mines at Yerilla, Mt Catherine and Mt

Remarkable are all hosted by subordinate faults between the regional Keith

Kilkenny and Yerilla Faults. Major gold mines spatially associated with the Keith

Kilkenny fault zone include Wiluna, Tarmoola, Thunder Box, Yilgangi, Porphyry

and Carosue Dam.

Yerilla Project Area

The E31/619 tenement area contains, from north to south, the historic Mammon,

Fenton, Fitzroy, North Barclay, Barclay and South Barclay gold workings. The gold

workings are localised along 3.2 km of the north-northwest trending Mammon-

Barclay Zone fault which can be mapped through the tenement for 7km until it

disappears under shallow alluvial cover in the north. Both the historical gold

workings of the Mammon-Barclay Zone and its possible extensions to the north

remain to be explored along most of its strike length and at depth by, modern

geochemical, geophysical and drilling methods. In addition to the Mammon-

Barclay Zone much of the western half of the tenement, has not been

systematically tested by either surface geochemical sampling or

reconnaissance RAB/aircore drilling to define gold targets.

Previous systematic shallow reconnaissance RAB and aircore drilling of the

eastern half of the E31/619 defined a 2000m long and 700m wide gold anomaly

in the north of the tenement associated with an interpreted major fault. Both this

and aditional anomalies encourage additional follow-up drilling. Small portions

of E31/961 have been tested previously for gold and base metals but most of the

tenement has not been explored using systematic geochemical exploration

methods.

2.2.2 Meekatharra Project – Right to Acquire 70% Interest

The Meekatharra Project consists of two granted exploration licences, E51/1442

and E51/1443, totalling 211.08 km2, east of the town of Meekatharra, Western

Australia. E51/1442 and E51/1443 cover portions of the highly prospective

Archaean Mount Magnet-Meekatharra and Gnaweeda greenstone belts of the

Murchison Province, respectively.

Meekatharra Project Area

The two tenement areas are prospective for gold, zinc, copper and silver. Most

of E51/1442 is covered by alluvium, colluvium and laterite soil profiles that overlie

folded greenstones traversed by several major faults that are prospective for

gold. The Paddy’s Flat and Side Well gold deposits are located near to the

western and eastern boundaries of the tenement, respectively. Limited previous

reconnaissance drilling has defined several gold anomalies associated with

faults that encourage additional follow up drilling. Several untested magnetic

units and linear structures interpreted to be faults have also been identified as

prospective exploration targets worthy of reconnaissance drilling for gold.

Despite its proximity to the Paddy’s Flat open cut gold mining operations to the

west limited effective modern exploration has left the western half of the

E51/1442 tenement virtually unexplored and much of the remainder in need of

effective exploration for gold and base metals.

Meekatharra Project E51/1442 Project Area

E51/1443 overlies 35 km of strike length of the southern Gnaweeda Greenstone

belt 20km east of Meekatharra. The 500km long Evanston-Edale Fault defines the

eastern margin of the greenstone belt. There are numerous gold and base metal

prospects in the northern Gnaweeda Belt. Much of the project area is covered

by Quaternary-Cenozoic alluvium, colluvium and laterite soil profiles. However,

previous very widely spaced reconnaissance RAB and aircore drilling has

defined several gold and gold-arsenic anomalies along the length of the belt

that encourage additional reconnaissance drilling.

2.2.3 Doolgunna Project (70% interest)

The Doolgunna Project is comprised of granted exploration licence E51/1365,

totalling 64.65 km2. The project area covers a portion of the Yerrida Basin of the

Proterozoic Nabberu Province that hosts the Peak Hill, Fortnum and Labouchere

gold mines as well as the Horseshoe lights and Degrussa copper-gold deposits.

The project area is located 70 km northeast of Meekatharra and is considered

prospective for mesothermal quartz stockwork gold deposits, volcanic-hosted

massive sulphide copper-gold deposits and stratabound sedimentary copper

deposits. The geology consists of transported Quaternary-Cenozoic alluvium-

colluvium overlying the prospective transition zone between Palaeoproterozoic

Johnson Cairn Formation (shales, siltstones, carbonates) and Juderina Formation

(red bed sandstones) which is recognised as a prospective horizon for

sedimentary hosted copper-gold deposits. It is also located in a structurally

favourable position on the southeast margin of the Doolgunna Grabennear the

intersection of two major tectonic trends.

There has been little effective exploration of the Doolgunna Project area

previously but two significant gold-copper geochemical anomalies coincident

with magnetic anomalies and major northeast trending structural corridors have

been identified and encourage additional geochemical sampling and drilling.

Doolgunna Project Area

The highest priority target

is an 8.5 km long

magnetic zone tested by

only a limited number of

very widely spaced

(>1km) reconnaissance

aircore holes that

intersected siltstones with

copper, gold and arsenic;

and have yet to be

followed up.

Providing further

encouragement a low

amplitude magnetic lag

soil copper anomaly was

defined along a portion

of the same magnetic

trend.

2.3 Project generation

The Company will consider and evaluate potential new exploration projects in

Australia and overseas with a view to increasing the number of projects held by

the Company and diversify into additional geographical locations. The

Company has not yet determined any specific criteria for identification of these

projects.

2.4 Competent Person Statement

The information in this Prospectus that relates to exploration results is based on

information compiled by Mr Scott Bishop. Mr Bishop is the principal of Bishop

Exploration Pty Ltd. Mr Bishop is a member of The Australasian Institute of Mining

and Metallurgy and the Australian Institute of Geoscientists and has sufficient

experience which is relevant to the style of mineralisation and type of deposit

under consideration and to the activity which he is undertaking to qualify as a

Competent Person as defined in the 2004 Edition of the ‘Australasian Code for

Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Bishop

consents to the inclusion in the Prospectus of the matters based on his

information in the form and context in which it appears.

3. RISK FACTORS

3.1 Introduction

INVESTORS SHOULD NOTE THAT THE RISK FACTORS INCLUDED IN THE INVESTMENT

OVERVIEW AT THE FRONT OF THIS DOCUMENT HAVE NOT BEEN REPEATED IN THIS

SECTION.

THE RISKS CONTAINED BOTH IN THE INVESTMENT OVERVIEW SECTION AND THIS

SECTION 3 SHOULD BE CONSIDERED CAREFULLY BY POTENTIAL INVESTORS.

The Shares offered under this Prospectus are considered highly speculative. An

investment in the Company is not risk free and the Directors strongly recommend

potential investors to consider the risk factors described below, together with

information contained elsewhere in this Prospectus and to consult their

professional advisers before deciding whether to apply for Shares pursuant to

this Prospectus.

There are specific risks which relate directly to the Company’s business. In

addition, there are other general risks, many of which are largely beyond the

control of the Company and the Directors. The risks identified in this section, or

other risk factors, may have a material impact on the financial performance of

the Company and the market price of the Shares.

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

the Company is exposed.

3.2 Industry specific

(a) Exploration

The mineral tenements of the Company are at the early stages of

exploration, and potential investors should understand that mineral

exploration and development are high-risk undertakings.

There can be no assurance that exploration of these tenements, or any

other tenements that may be acquired in the future, will result in the

discovery of an economic ore deposit. Even if an apparently viable

deposit is identified, there is no guarantee that it can be economically

exploited.

The exploration costs of the Company are based on certain

assumptions with respect to the method and timing of exploration. By

their nature, these estimates and assumptions are subject to significant

uncertainties and, accordingly, the actual costs may materially differ

from these estimates and assumptions. Accordingly, no assurance can

be given that the cost estimates and the underlying assumptions will be

realised in practice, which may materially and adversely affect the

Company’s viability.

(b) Operations

The operations of the Company may be affected by various factors,

including failure to locate or identify mineral deposits, failure to achieve

predicted grades in exploration and mining, operational and technical

difficulties encountered in mining, difficulties in commissioning and

operating plant and equipment, mechanical failure or plant

breakdown, unanticipated metallurgical problems which may affect

extraction costs, adverse weather conditions, industrial and

environmental accidents, industrial disputes and unexpected shortages

or increases in the costs of consumables, spare parts, plant and

equipment.

No assurances can be given that the Company will achieve

commercial viability through the successful exploration and/or mining of

its tenement interests. Until the Company is able to realise value from its

projects, it is likely to incur ongoing operating losses.

(c) Commodity price volatility and exchange rate

If the Company achieves success leading to mineral production, the

revenue it will derive through the sale of commodities exposes the

potential income of the Company to commodity price and exchange

rate risks. Commodity prices fluctuate and are affected by many factors

beyond the control of the Company. Such factors include supply and

demand fluctuations for precious and base metals, technological

advancements, forward selling activities and other macro-economic

factors.

Furthermore, international prices of various commodities are

denominated in United States dollars, whereas the income and

expenditure of the Company are and will be taken into account in

Australian currency, exposing the Company to the fluctuations and

volatility of the rate of exchange between the United States dollar and

the Australian dollar as determined in international markets.

(d) Environmental

The operations and proposed activities of the Company are subject to

State and Federal laws and regulation concerning the environment. As

with most exploration projects and mining operations, the Company’s

activities are expected to have an impact on the environment,

particularly if advanced exploration or mine development proceeds. It

is the Company’s intention to conduct its activities to the highest

standard of environmental obligation, including compliance with all

environmental laws.

In this regard, the Department of Mines and Petroleum in Western

Australia 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.

(e) Native title

In relation to tenements which the Company has an interest in or will in

the future acquire such an interest, there may be areas over which

legitimate common law native title rights of Aboriginal Australians exist. If

native title rights do exist, the ability of the Company to gain access to

tenements (through obtaining consent of any relevant landowner), or to

progress from the exploration phase to the development and mining

phases of operations may be adversely affected.

The Directors will closely monitor the potential effect of native title claims

involving tenements in which the Company has or may have an interest.

3.3 General risks

(a) Economic

General economic conditions, introduction of tax reform, new

legislation, movements in interest and inflation rates and currency

exchange rates may have an adverse effect on the Company’s

exploration, development and production activities, as well as on its

ability to fund those activities.

(b) Market conditions

Share market conditions may affect the value of the Company’s

quoted securities regardless of the Company’s operating performance.

Share market conditions are affected by many factors such as:

general economic outlook;

introduction of tax reform or other new legislation;

interest rates and inflation rates;

changes in investor sentiment toward particular market sectors;

the demand for, and supply of, capital; and

terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject

to varied and unpredictable influences on the market for equities in

general and resource exploration stocks in particular. Neither the

Company nor the Directors warrant the future performance of the

Company or any return on an investment in the Company.

(c) Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the

risks faced by the Company or by investors in the Company. The above

factors, and others not specifically referred to above, may in the future

materially affect the financial performance of the Company and the

value of the Shares offered under this Prospectus

Therefore, the Shares 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 Shares.

Potential investors should consider that the investment in the Company

is highly speculative and should consult their professional advisers before

deciding whether to apply for Shares pursuant to this Prospectus.

4. INDEPENDENT GEOLOGIST’S REPORT

__________________________________________________________________________________________________________

Independent Geologist’s Report

18 June 2012

The Directors

Alicanto Minerals Ltd

181 Roberts Road

Subiaco WA 6008

BISHOP EXPLORATION PTY LTD

73 Belleview Crescent

Dianella WA 6059

Mobile: 0427 776 293 Fax: 9276 5956

scottbishop@bigpond.com

ABN: 79 113 818 938

Dear Sirs,

Bishop Exploration Pty Ltd (“Bishop Exploration”) has been commissioned by Alicanto Minerals Limited, previously

Cerberus Minerals Limited (“Alicanto Minerals”) to provide an Independent Geologist’s Report on three mineral

exploration properties in Western Australia (i.e., Yerilla project in the Eastern Goldfields and the Doolgunna and

Meekatharra projects in the Murchison Goldfields) in which Alicanto Minerals is acquiring a 70% interest. The project

areas in Western Australia include an aggregate 317.17 km2.

This report is to be included in a Prospectus to be lodged by Alicanto Minerals with the Australian Securities and

Investments Commission (“ASIC”) for the offer of 12 million fully paid ordinary shares in the capital of Alicanto

(“Share”), at an issue price of $0.20 per Share to raise up to $2.4million, (before costs associated with the issue).

Bishop Exploration has based its review of the projects on information provided by Alicanto Minerals, along with technical

reports from Government agencies and previous tenement holders, as well as other relevant published and unpublished data.

A final draft of the report was provided to Alicanto Minerals, along with a written request to identify any material errors or

omissions prior to lodgement. Where appropriate, and in accordance with ASIC regulatory guide 55, consent has been

obtained to quote data and opinions expressed in unpublished reports prepared by other professionals on the properties

concerned.

The list of tenements comprising the three Alicanto Minerals mineral exploration properties and their legal status is the

subject of a Solicitor’s Report on Tenements prepared by Steinepreis Paganin, which appears in Section 6 of this

Prospectus. The status of these tenements has not been verified in this Independent Geologist’s Report. This report has been

compiled on the assumption that; a) the granted exploration and prospecting licences and claims are lawfully accessible for

mineral exploration activities; and b) exploration and prospecting licence applications of the Yerilla and Meekatharra.

This report has been prepared in accordance with the Code and Guidelines for Assessment and Valuation of Mineral Assets

and Mineral Securities for Independent Expert Reports (“The Valmin Code”), which is binding upon Members of the

Australian Institute of Mining and Metallurgy (AusIMM), the Australian Institute of Geoscientists (AIG), and the rules and

guidelines issued by such bodies as the ASIC and Australian Securities Exchange (ASX), which pertain to Independent

Expert Reports. Where Mineral Resources have been referred to in this report, the classifications are consistent with the

Australasian Code for Reporting of Mineral Resources and Ore Reserves (JORC Code), prepared by the Joint Ore Reserves

Committee (JORC) of the AusIMM, the Australian Institute of Geoscientists (AIG) and the Minerals Council of Australia

(MCA), effective September 1999.

The mineral properties, which Alicanto Minerals is acquiring, are “exploration projects” which are inherently speculative in

nature. Bishop Exploration considers that the projects are being acquired on the basis of sound geotechnical merit, and, that

they are prospective, subject to varying degrees of exploration risk, to warrant further exploration and assessment of the

economic potential, consistent with the proposed exploration programs set out in this report.

__________________________________________________________________________________________________________

Alicanto Minerals has prepared staged exploration and evaluation programs, specific to the potential of the projects, which

are consistent with the budget allocations set out in this report. The proposed exploration and development budgets exceed

the minimum annual statutory expenditure requirements on the projects.

The Independent Geologists Report has been prepared on information available up to and including 18 June 2012. Bishop

Exploration has provided consent for the inclusion of the Independent Geologist’s Report in Section 6 of the Prospectus,

and to the inclusion of statements made by Bishop Exploration, or based on statements made by Bishop Exploration, in

Section 2 of the Prospectus, in the form and context in which the report and those statements appear, and has not withdrawn

that consent before lodgement of the Prospectus with ASIC.

Bishop Exploration is a mineral exploration consulting company which has been providing services and advice to the

international mining industry since 2005. This report has been compiled by Scott Bishop, who is a professional geologist

with 25 years’ experience in the exploration and evaluation of mineral properties in Australia and India. Mr Bishop is a

Member of the AusIMM and the AIG. Mr Bishop has the appropriate relevant qualifications, experience, competence and

independence to be considered an “Expert” under the definitions provided in the Valmin Code.

Scott Bishop has sufficient experience which is relevant to the style of mineralisation and type of deposit under

consideration and the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of

the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Neither, Bishop Exploration or the author of this report have, or have previously had, any material interest in Alicanto

Minerals or the mineral properties in which Alicanto Minerals is acquiring an interest. Bishop Exploration’s relationship

with Alicanto Minerals is solely one of professional association between client and independent consultant. This report is

prepared in return for professional fees based on agreed commercial rates and the payment of these fees is in no way

contingent on the results of this report.

Yours faithfully,

Scott Bishop B.Sc., AIG, AusIMM

Geology Consultant and

Principal Bishop Exploration Pty Ltd

Bishop’s Exploration

Table of Contents

1. INTRODUCTION ............................................................................................................................................ 4

2. YERILLA PROJECT ...................................................................................................................................... 4

2.1 Introduction............................................................................................................................................. 4

2.2 Tenure and Title ...................................................................................................................................... 4

2.3 Regional Geology and Mineralisation .................................................................................................... 5

2.4 Local Geology and Mineralisation .......................................................................................................... 8

2.5 Previous Exploration............................................................................................................................. 11

2.6 Discussion ............................................................................................................................................. 14

2.7 Proposed Exploration ............................................................................................................................ 14

3. DOOLGUNNA PROJECT ............................................................................................................................ 14

3.1 Introduction........................................................................................................................................... 14

3.2 Tenure and Title .................................................................................................................................... 16

3.3 Regional Geology and Mineralisation .................................................................................................. 16

3.4 Project Geology and Mineralisation ..................................................................................................... 18

3.6 Discussion ............................................................................................................................................. 20

4. MEEKATHARRA PROJECT ...................................................................................................................... 21

4.1 Introduction........................................................................................................................................... 21

4.2 Tenure and Title .................................................................................................................................... 23

4.3 Regional Geology and Mineralisation .................................................................................................. 23

4.4 Project Geology and Mineralisation ..................................................................................................... 24

4.6 Discussion ............................................................................................................................................. 28

5. REFERENCES ............................................................................................................................................... 30

6. GLOSSARY OF TERMS .............................................................................................................................. 34

1 | P a g e

Executive Summary

Alicanto Minerals has assembled a portfolio of three gold and base metal exploration projects in two Archaean and one

Proterozoic gold and base metal provinces in Western Australia. The three project areas, which total 317.17 km2, are in the

Norseman-Wiluna Belt and Murchison Provinces of the Archaean Yilgarn Craton and the Proterozoic Nabberu Basin in Western

Australia. The three projects are:

Yerilla Project, Norseman-Wiluna Belt of Western Australia (gold and copper-zinc)

Doolgunna Project, Nabberu Basin (gold and copper-gold)

Meekatharra Project, Murchison Goldfields (gold, copper-gold and copper-zinc)

Figure 1: Location of Alicanto Minerals gold projects in Western Australia

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Yerilla Project

Yerilla Project consists of granted exploration licences E31/619 and E31/961, totalling 41.44 km2. The two tenements are

adjacent to the historic Yerilla Mining Centre, 160 km north-northeast of Kalgoorlie.

The project is in the Norseman-Wiluna Belt proximal to the Keith Kilkenny Fault Zone. It contains Archaean greenstone rocks

that are prospective for gold, copper, zinc and silver. E31/619 contains, from north to south, the historic Mammon, Fenton,

Fitzroy, North Barclay, Barclay and South Barclay gold workings.

The gold workings are localised along 3.2 km of the north-northwest trending Mammon-Barclay Zone fault. The Mammon-

Barclay Zone and its historic gold workings remain to be tested along much of its length and at depth with geochemical and

geophysical surveys and drilling.

The western side of the tenement, including the Mammon-Barclay Zone, has not been systematically tested with either surface

geochemical sampling or reconnaissance RAB/aircore drilling to define gold targets.

Previous systematic shallow reconnaissance RAB and aircore drilling of the eastern half of the E31/619 defined a 2,000m long

and up to 700m wide gold anomaly in the north of the tenement associated with an interpreted major fault. This gold anomaly

remains to be followed up with more detailed drilling. There are several other smaller gold anomalies worthy of additional infill

drilling. Small portions of E31/961 have been tested previously for gold and base metals but most of the tenement has not been

explored using systematic geochemical exploration methods.

Doolgunna Project

Doolgunna Project is comprised of granted exploration licence E51/1365, totalling 64.65 km2, covering a portion of the Yerrida

Basin of the Proterozoic Nabberu Province, 70 km northeast of Meekatharra. The Project area is prospective for mesothermal

quartz stockwork gold deposits, volcanic-hosted massive sulphide copper-gold deposits and stratabound sedimentary copper

deposits.

The geology consists of transported Quaternary-Cenozoic alluvium-colluvium overlying Palaeoproterozoic Johnson Cairn

Formation (shales, siltstones, carbonates) and Juderina Formation (red bed sandstones) on the southeast margin of the

Doolgunna Graben and near the intersection of two major tectonic trends.

There has been little effective exploration of the Doolgunna Project area previously but two gold-copper geochemical anomalies

associated with magnetic anomalies and major northeast trending faults or linear structures have been identified that are worthy

of additional geochemical sampling and drilling.

The highest priority target is an 8.5 km long magnetic zone tested by a limited number of very widely spaced reconnaissance

holes that intersected siltstones with copper, gold, molybdenum, arsenic and zinc mineralisation. A low amplitude magnetic lag

soil copper anomaly was defined along a portion of the same magnetic trend.

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Meekatharra Project

Meekatharra Project consists of two granted exploration licences, E51/1442 and E51/1443, totalling 211.08 km2, east of

Meekatharra, Western Australia. E51/1442 and E51/1443 cover portions of the Archaean Mount Magnet-Meekatharra and

Gnaweeda greenstone belts of the Murchison Province, respectively.

The two tenements are prospective for gold, zinc, copper and silver. Most of E51/1442 is covered by alluvium, colluvium and

laterite soil profiles that overlie folded greenstones traversed by several major faults that are prospective for gold. The Paddy’s

Flat (Meekatharra) and Side Well gold deposits are located near to the western and eastern boundaries of the tenement,

respectively. Limited previous reconnaissance drilling has defined several gold anomalies associated with faults that are worthy

of additional follow up drilling. Several untested magnetic units and linear structures interpreted to be faults have also been

identified as exploration targets worthy of reconnaissance drilling for gold.

E51/1443 overlies 35 km of strike length of the southern Gnaweeda Greenstone belt 20 km east of Meekatharra. The 500 km

long Evanston-Edale Fault defines the eastern margin of the greenstone belt. There are numerous gold and base metal prospects

in the northern Gnaweeda Belt. Much of the project area is covered by Quaternary-Cenozoic alluvium, colluvium and laterite

soil profiles. Previous very widely spaced reconnaissance RAB and aircore drilling has defined several gold and gold-arsenic

anomalies along the length of the belt worthy of additional reconnaissance drilling.

Exploration Budget

Alicanto Minerals has developed a detailed exploration programme for its projects pursuant to which it intends to spend

approximately $1.5 million over the first two years of exploration as outlined below. The key focus of the exploration

programme will be to discover commercially significant mineral deposits.

Activity Yerilla

Project

Doolgunna

Project

Meekatharra

Project

Year 1 Year 2 Year 1 Year 2 Year 1 Year 2 Year 1 Year 2

Data review and compilation 23,000 26,000 10,000 17,000 45,000 31,000 78,000 74,000

Geological studies, sampling &

interpretation

31,000 66,000 10,000 37,000 40,000 23,000 81,000 126,000

Drilling: RAB, AC, RC 55,000 222,000 5,000 157,000 109,000 291,000 169,000 670,000

Tenement costs/land access and

administration

36,000 36,000 18,000 49,000 75,000 112,000 129,000 197,000

Total 145,000 350,000 43,000 260,000 269,000 457,000 457,000 1,067,000

Total Two Year Expenditure 495,000 303,000 726,000 1,524,000

Further details in respect to the exploration proposed on each of the projects are outlined in Sections 2.7, 3.7 and 4.7.

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1. Introduction

Bishop Exploration Pty Ltd has been commissioned by Alicanto Minerals to provide an Independent Geologist’s Report on three

mineral exploration properties in Western Australia known as Yerilla, Doolgunna and Meekatharra Projects that total 317.17

km2 (Figure 1). They are all located in highly prospective Archaean or Proterozoic gold and base metal provinces in Western

Australia. Alicanto Minerals is acquiring a 70% interest of the three projects. This report is to be included in a Prospectus to be

lodged by Alicanto Minerals with the ASIC.

Information, conclusions and recommendations contained herein are based on a study of relevant geoscientific publications and

data acquired from a variety of public domain sources as well as statutory mineral exploration reports and data acquired from the

Western Australian Department of Mines and Petroleum.

2. Yerilla Project

2.1 Introduction

Yerilla Project consists of exploration licences E31/619 and E31/961, totalling 41.44 km2, 35 km southeast of Kookynie and 160

km north-northeast of Kalgoorlie (Figure 2). The tenement package covers an Archaean greenstone sequence prospective for

gold and base metals within the Norseman-Wiluna Belt of Western Australia. It is proximal to the large Keith Kilkenny Fault

Zone that has major gold, nickel and copper-zinc-silver deposits/mines associated with it.

E31/619 contains historic gold workings (shafts and small pits) 1-3 km to the north and north-northeast of the centre of the

historic Yerilla Mining Centre. E31/961 extends northwards from E31/619 up into the area between the historic Mt Remarkable

Mining Centre and the regional Keith Kilkenny Fault Zone. The Yerilla and Mt Remarkable historic gold mining centres are

characterised by small, high grade gold deposits that were mined between 1887 and 1915. Felsic volcanic rocks in the north of

E31/961 are also considered prospective for volcanic-hosted massive sulphide copper-zinc-silver deposits.

2.2 Tenure and Title

The status of the tenements comprising the Yerilla Project is provided in Table 1.

Table 1: Yerilla Project, Tenement Details

Tenement

Number

Registered

Holder Status

Granted

Expenditure

Commitment

E 31/619 MPF* Granted 2/07/2010 $ 15,000

E31/961 Maka** Granted 24/08/2011 $ 20,000

*MPF: MPF Exploration Pty Ltd ** Maka: Maka Minerals Pty Ltd

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Figure 2: Location and tenements of the Yerilla Project

2.3 Regional Geology and Mineralisation

The Yerilla Project overlies a portion of the north-northwest trending Yerilla Greenstone Belt (or Yerilla Terrane), within the

Kurnalpi Terrane of the Norseman-Wiluna Belt (Figure 3). The Kurnalpi Terrane is comprised of 2,715-2,698 million year old

tholeiitic and komatiitic basalt lavas, intermediate calc-alkaline volcanic complexes, feldspathic sedimentary rocks and mafic to

ultramafic intrusive rocks. Granitoids intruded the belt 2,700, 2,680-2,660 and 2,650-2,630 million years ago while deformation

and metamorphism is dated at 2,670-2,630 million years ago (Barley et. al., 2004; Cassidy et. al., 2006; Groenwald et. al., 2006).

Four deformation phases (D1-D4) have been recognised in the Kurnalpi Terrane. Gold mineralisation is mainly hosted by D3–

D4 structures. D3 produced sinistral strike-slip movement within ductile shear zones and brittle faults and associated en echelon

folds with steep plunges. D4 produced crenulation cleavage, kink folds, and reverse faults (Passchier, 1994; Swager, 1995; Chen,

1999; Groves et. al., 2000).

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Figure 3: Regional geological setting of the Yerilla Project

The stratigraphy of the Yerilla Greenstone Belt consists of Moreland Formation (mafic volcanics with lesser ultramafics, cherty

BIF, pyritic black shales and dolerite-gabbro intrusions) overlain by the Gindalbie Formation (felsic and intermediate volcanics

and volcaniclastics). The sequence has been metamorphosed up to upper greenschist to lower amphibolite facies (Muhling,

1984; Australian Ores and Minerals Ltd, 1989). The Moreland Formation has been folded by the kilometric-scale Bulyairdie and

Yerilla synclines with plunges to the south-southeast and north, respectively (Chen, 1999).

The Yerilla Greenstone Belt is located between the north-northwest trending Keith Kilkenny Fault Zone in the east and the

Yerilla Fault in the west. The Keith Kilkenny Fault Zone is a regional, 3-8 km wide, sinistral strike-slip shear-fault zone that

includes the Glenorn, Kilkenny and Yilgangi Faults. About 13 km to the west the Yerilla Fault is developed along the western

contact of the greenstone belt with granite. The fault dips steeply towards the east-northeast (Chen, 1999). Geology mapping by

Chen (1999) shows a series of north-northwest trending shears faults spaced at 4.5-5.5 km, traversing the Yerilla Greenstone

Belt. Between these shears faults there are less conspicuous north to north-northwest trending faults that host gold

mineralisation. North-northeast to northeast trending magnetic lineaments, interpreted to be faults, cross cut the sequence.

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Late stage ovoid granitoids have intruded the Yerilla Greenstone Belt at Yerilla, north of Mt Remarkable and at Mt McAuliffe

next to the Keith Kilkenny Fault Zone. Many gold deposits in the Kurnalpi Terrane have a spatial or direct association with the

ovoid granitoid intrusions (Roberts et. al., 2004). Quartz-feldspar porphyry, aplite and felsite dyke-like bodies as well as

numerous quartz veins (some gold-bearing) traverse the Yerilla Greenstone Belt (Jutson, 1915). Several east-west trending

Proterozoic dolerite dykes of the 2400 million year old Widgiemooltha Dyke Suite also traverse the belt.

Most of the Yerilla Greenstone Belt is overlain by transported alluvium, sheetwash, colluvium and lake sediments associated

with the broad Lake Raeside valley. There are occasional low rolling hills with minor outcrop, residual soils and ferruginous

duricrust (laterite). Most of the known historical gold workings at Yerilla, Mt Catherine and Mt Remarkable are in areas of

outcrop and residual soils.

Historic gold mines at Yerilla, Mt Catherine and Mt Remarkable are hosted by subordinate faults between the regional Keith

Kilkenny Fault Zone and Yerilla Fault. Major gold mines that are spatially associated with the Keith Kilkenny Fault Zone

include Wiluna, Tarmoola, Thunder Box, Yilgangi, Porphyry and Carosue Dam. Nickel sulphide mines (eg, Leinster, Cosmos,

Yakabindie, Mt Keith, Honeymoon Well) and the Teutonic Bore-Jaguar-Bentley copper-zinc-lead-silver-gold mines are also

spatially associated with the Fault Zone between Wiluna and Leonora. Near Leonora the Raeside gold mine is adjacent to the

northern extension of the Yerilla Fault.

The historic gold workings at Yerilla, Mt Catherine and Mt Remarkable have been described by Montgomery (1906), Jutson

(1915), Honman (1917) and Roberts et. al. (2004). Moreland Formation hosts the gold deposits at Yerilla and Mt Catherine

while the Gindalbie Formation felsic-intermediate volcanics host the gold deposits in the Mt Remarkable area.

The cluster of small underground gold mines at Yerilla produced 16,717 ounces of gold at an average grade of 23.47 g/t Au

between 1897 and 1915 (Honman, 1917) Yerilla Mining Centre is centred on a late stage, small, ovoid granite. Gold-bearing

quartz veins are hosted by sheared mafic volcanics proximal to, or along the margin of, the granite as well as within the granite.

The gold mineralisation is generally within 1-7m wide shear zones containing narrow quartz veins developed along, or proximal

to contacts between; i) metabasalt and metadolerite; ii) metabasalt and sulphidic BIF-black shale; and iii) greenstone and

granitoid. The shears zones hosting the quartz veins are represented by chlorite-carbonate and quartz-sericite altered schists with

minor pyrite. High grade gold was produced from 0.3-1.0m wide, boudinaged, white quartz veins up to 300m long containing

fine, free milling gold. The veins vary in strike and dip, however, the majority strike north to north-northwest with steep dips

towards the west or east. The quartz veins are generally parallel to the ductile shear foliation but there are also transverse veins

that crosscut the shears (Jutson, 1915; Roberts et. al., 2004).

At Mount Catherine, just south of Yerilla, the main gold workings are associated with a large, north-northwest trending quartz

vein traversing metabasalt. The gold mineralisation is hosted by a shear several metres wide on the margin of the quartz vein and

within the quartz vein (Roberts et. al., 2004).

At Mt Remarkable about 500 oz. of gold was produced from the historic mines (Honman, 1917). Mine development was focused

on narrow quartz veins within shear zones represented by quartz-sericite schists containing disseminated and vein pyrite. The

veins strike north-south and dip gently towards the east (Australian Ores and Minerals Ltd, 1989). Gold workings further north at

La Tosca were developed on a 1m wide, north trending shear zone dipping 80o towards the east that hosted shear parallel

auriferous quartz veins 10-30cm wide (Roberts et. al., 2004).

The 2,650 million year old McAuliffe Well Syenite, 10km east of the Yerilla, is located adjacent to the Glenorn Fault of the

Keith Kilkenny Fault Zone. The syenite hosts the Bull Terrier and Dingo gold deposits the gold mineralisation is associated with

a narrow faults and haematised breccia (Roberts et. al., 2004). For

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There is a nickel laterite deposit within the Yerilla Greenstone Belt associated with weathered ultramafics. The largest is Heron

Resources Yerilla Nickel Project, 9 km east-southeast of Yerilla. The Gindalbie Formation felsic-intermediate volcanic-

volcaniclastic sequences of the Yerilla Greenstone Belt are similar to, and along tectonic strike, of the felsic volcanic-

volcaniclastic sequences that host the Teutonic Bore-Jaguar-Bentley copper-zinc-lead-silver-gold deposit 130 km to the north-

northwest.

Figure 4: Airborne magnetics and gold occurrences of the Yerilla Project

2.4 Local Geology and Mineralisation

The surface geology of the Yerilla Project area is dominated by transported Quaternary-Cenozoic regolith (alluvium, sheetwash,

colluvium and lake sediments) of varying depth (Figure 4). Ferruginous duricrust is present in narrow zones between the low-

lying transported sediments and the residual soils and outcrop on low lying hills. Given the widespread transported regolith

cover, the Archaean bedrock geology of the project area remains little known and is dependent on geology maps of the sparse

outcrop, drill hole data and interpretation of regional geophysical data.

The bedrock geology of the Yerilla Project broadly consists of Moreland Formation mafic volcanics in the south overlain by

Gindalbie Formation felsic volcanic-volcaniclastics in the north. Within E31/619 outcrop is dominated by Moreland Formation

metabasalts and dolerite-gabbro intrusive sills that also characterise the Yerilla gold mining centre. Proximal to gold workings

within E31/619 the metabasalt grades into sheared, highly fissile, slaty mafic schist.

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E31/619 contains the following historical gold workings that form part of the larger Yerilla gold mining centre:

Mammon

Fenton (includes Fenton South)

Fitzroy

North Barclay

Barclay (or Barclay Hill)

South Barclay

The six gold workings are localised along a north-northwest trending structure known as the “Mammon-Barclay Zone” that is at

least 3.2 km long within the Yerilla Project area. The Mammon-Barclay Zone is a north-northwest striking brittle-ductile shear at

least 4.5 km long. (Figure 4). The shear is along, and proximal to, the contact between metabasalt and a metadolerite-gabbro sill.

It is typically in the order of 10-15m wide but can be up to 50m wide at North Barclay. At structural dilatant sites the shear

contains one to three gold-bearing quartz veins that dip between 65-80o towards the west. Surrounding the gold mineralisation

the shears are intensely altered to pyritic sericite schist. There is a gold-arsenic association.

Bruce’s Find prospect is 500m northeast of Barclay North in an area of shallow alluvial cover. At this prospect narrow BIF’s at

the contact with basaltic schists contain gold. At surface the mineralised zone strikes north-northwest dips towards the east at 65-

75o. There is also a 3-6m wide shear zone of intense alteration containing barren quartz veins.

In the far north of the Yerilla Project area previous RAB drilling intersected Gindalbie Formation felsic volcaniclastic that are

locally altered. From west to east the sequence consists of; 1) fine-grained, felsic feldspar-quartz-sericite schist with scattered

quartz eyes and fragments of feldspar; overlain by 2) a finer grained chlorite-sericite-quartz schist with ferruginous chart, minor

quartz-sericite schist and disseminated and vein pyrite; overlain by 3) a carbonate-altered basalt. The rocks dip shallowly to

moderately while the axial planar foliation dips steeply towards the east.

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Figure 5: Geology and drill hole gold anomalies of the Yerilla Project

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2.5 Previous Exploration

Historical production from Yerilla Mining Centre during the period 1895-1940 was 469 kg of gold mainly from shallow

underground workings (Honman, 1917; Jutson, 1915). In 1966-1971 Australian Selection Pty Ltd explored the region for nickel

sulphides but did not assay samples for gold.

Great Central Mines and Mt Kersey Mining explored for gold within and around the Yerilla Project area from 1986 to 1994.

Great Central Mines concentrated its effort on the historic gold workings (K.H. Morgan and Associates, 1986 and 1987). Mt

Kersey Mines expanded the search to areas surrounding the gold workings (Lewis, 1996; Bader, 1997; Howland, 1998). Within

the area covered by E31/619, Great Central Mines completed geological mapping, aeromagnetic data interpretation, rock chip

sampling, sampling of eleven costeans, RAB and aircore drilling, and RC drilling (K.H. Morgan and Associates, 1986 and

1987).

Great Central Mines carried out limited rock chip sampling of the old workings and dumps contained within E31/619. Nine

costeans developed across the Mammon-Fenton South and North Barclay gold workings were sampled. The costean sampling

results are listed in Table 2.

Table 2: Yerilla Project, Great Central Mines costean sampling gold results

Costean Mine Sample

numbers

Sample width

539 Mammon 37185-6 3 0.46

538 Mammon 37287 1.5 53.6

537 Fenton South 37180-2 4.3 0.69

536 Fenton South 38100-2 6 1.2

536 Fenton South 40326 2 7.91

532 North Barclay 37189 1 0.42

Great Central Mines tested the Mammon-Fenton, Barclay North and Bruce’s Find with shallow RAB and RC drill holes. In

Figure 4 the drill holes are represented by clusters of black dots along the Mammon-Barclay Zone. Most holes were drilled to

less than 45m down hole depth. The Barclay Central target was also tested with a RAB hole traverse. The drilling undertaken

and the results are outlined in Table 3 and summarised as follows:

At Mammon-Fenton 37 shallow vertical RAB holes were drilled at 50m by 10m intervals to test the possible northern and

southern strike extensions of the 250m long zone of historic gold workings. Sampling of each hole was confined to a

single 1m interval sample at the bottom of each hole. . An additional three RAB holes and two RC holes were then drilled

to test beneath the Mammon-Fenton workings. Some of the holes intersected narrow zones of low grade gold (Table 3).

At Barclay Central prospect 13 shallow RAB holes (3 to 40m deep) were drilled along a single traverse. Very little

sampling of holes was undertaken. One hole intersected a narrow zone of low grade gold.

At Barclay North 13 RAB holes and three RC holes were targeted at the 300m long group of workings (and their possible

extensions) on the Western BIF Zone and the Eastern Shear Zone. Several holes intersected narrow to broad zones of low

grade gold mineralisation (Table 3).

At Barclay five shallow angled RAB holes were drilled to test the 120m long zone of workings. Two holes intersected

low grade gold mineralisation (Table 3).

Bruce’s Find was tested with one RC hole beneath the closely spaced costeans. The hole intersected low grade gold

mineralisation (Table 3).

During 1997-1999 Mt Kersey Mining NL explored within, and around, the area covered by E31/619 for gold with RAB, aircore

and lesser amounts of RC drilling (Lewis, 1996; Bader, 1997; Howland, 1998). The eastern and central portions of E31/619 and

the southeast corner of E31/961 were tested with systematic east-west traverses of vertical RAB and aircore holes as shown on

Figure 5. The drilling results are outlined in Table 4. The drilling delineated a cohesive gold anomaly about 2,000m long and up

to 700m wide in the north of E31/619.

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Table 3: Yerilla Project, Great Central Mines drill hole gold intersections

Prospect Hole Type

Hole Name

Grid East

Grid North

Dip Azi Hole

Depth (m)

Sample Depth

Interval (m)

Assay g/t Au

Mammon RAB Y44 3845 14600 90 18 17-18 1 0.13

Mammon RAB Y41 3860 14550 90 12 11-12 1 0.11

Mammon RAB Y34 3850 14500 90 6 5-6 1 0.13

Mammon RAB Y36 3855 14500 90 9 8-9 1 0.12

Mammon RAB Y28 3850 14450 90 9 8-9 1 0.13

Mammon RAB Y30 3855 14450 90 6 5-6 1 0.12

Mammon RC YRC7 3838 14334 60 77 42 19-20 1 0.20

Fenton RAB YP76 3860 14099 60 77 28 11-13 2 0.26

Fenton RC YRC6 3848 14156.5 60 77 42 23-25 2 0.43

Fenton South RAB Y61 3875 14050 90 9 8-9 1 0.18

Barclay North RAB YP62 3767.5 13010 60 77 17 10-13 3 0.35

Barclay North RAB YP65 3764 13049 60 77 30 11-18 7 0.45

Barclay North RAB YP65 23-26 3 0.19

Barclay North RAB YP68 60 77 18-19 1 1.75

Barclay North RAB YP69 3763.5 13124 60 77 24 3-4 1 0.17

Barclay North RC YRC9 3780 13085 60 77 40 18-20 2 0.60

Barclay North RC YRC10 3760 13085 60 77 49 10-24 14 0.40

Barclay North RC YRC10 13-16 3 1.00

Barclay RAB YP60 3860 12510 60 77 30 1-5 4 0.20

Barclay RAB YP60 6-8 2 0.19

Barclay RAB YP61 3850 12550 60 77 34 5-6 1 0.27

Bruce's Find RC YRC11 4270 13400 60 230 48 12-19 7 0.63

Bruce's Find RC YRC11 16-18 2 1.95

Bruce's Find RC YRC11 24-25 1 1.65

Vertical RAB holes prefixed by Y only have only one 1m sample per hole, generally at the bottom of the hole (BOH).

60o dipping RAB holes prefixed by YP were selectively sampled down hole.

RC holes were selectively sampled down hole.

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Table 4: Yerilla Project, Mt Kersey Mining drill hole gold intersections

Hole East

(AMG84) North

(AMG84) Hole Dip

Hole Depth

From (m)

To (m)

Interval (m)

Au g/t Comment

YRB170 386300 6742000 90 38 20 36 16 1.628

YRB170 includes 28 32 4 5.7

YRB156 386080 6741800 90 81 52 68 16 0.445

YRB156 includes 52 56 4 1.43

YRB222 386360 6741000 90 36 32 36 4 1.85 Bottom of hole

YERA068 386240 6741800 90 30 28 30 2 1.05 Bottom of hole

YERA084 386640 6741600 90 29 12 16 4 0.85

YERA042 387520 6739000 90 90 48 52 4 0.52

YRB197 386720 6739000 90 77 28 32 4 0.41

YRB020 386066 6742171 90 77 36 40 4 0.4

YRB020 56 60 4 0.131

YERA086 386480 6741600 90 34 28 32 4 0.38

YRB021 386279 6742247 90 56 32 36 4 0.36

YRB172 386540 6742000 90 50 32 40 8 0.24

YERA090 386160 6741600 90 64 56 60 4 0.17

YRB191 387240 6739625 90 93 72 80 8 0.165

YRB157 386440 6741000 90 45 16 20 4 0.16

YRB157 36 40 4 0.1

YERA060 386260 6738400 90 72 36 40 4 0.15

YRB156 64 68 4 0.14

YRB156 80 81 1 0.11 Bottom of hole

YRB176 386020 6740500 90 35 20 24 4 0.12

YRB161 386760 6741000 90 49 40 44 8 0.11

YRB220 386200 6741000 90 51 12 16 4 0.1

YRB198 387080 6739625 90 93 36 40 4 0.1

YRB177 386180 6740500 90 45 44 45 1 0.1 Bottom of hole

During the early 1980’s BHP completed geology mapping, rock chip sampling and limited RAB drilling in the north of E31/961

exploring for volcanic-hosted massive sulphide copper-zinc deposits (Muhling, 1984a, Muhling 1984b, Muhling and Thornett,

1984). Ridges of gossanous and sulphidic chert associated with a regional linear airborne magnetic anomaly were interpreted to

be the top of a felsic volcanic pile prospective for copper-zinc deposits. The RAB drilling was designed to test the prospective

bedrock contact between Gindalbie Formation felsic volcanics in the west and Mulgabbie Formation carbonate-altered mafic

volcanics in the east. Samples were analysed for Cu, Pb, Zn and As only. The drilling intersected felsic volcaniclastics that

included chlorite-sericite-quartz schist with sulphidic chert. The chloritic felsic schist and adjacent chert, interpreted to be at the

top of the felsic pile, were weakly anomalous in Cu, Zn and As.

In 1994 Selmac Minerals and Monarch Resources drilled a single traverse of RC drill holes in the south of E31/961. No

anomalous gold results were returned (Selmac Minerals Pty Ltd, 2005). In 1998-1999 Gutnick Resources completed regional

mapping via interpretation of aerial photography and aeromagnetic data that identified palaeochannel and structural targets for

gold deposits. Nine reverse circulation holes were drilled to test three targets in the area covered by E31/961. No significant gold

assay results were returned (Howland, 1999).

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2.6 Discussion

Most previous exploration within the Yerilla Project area has been within E31/619 which has historical gold workings along a

3.2 km portion of the Mammon-Barclay Zone shear. A limited number of shallow drill holes have tested the historical gold

workings and their immediate strike extensions. Some holes have intersected encouraging broad intersections of low grade gold

at shallow depths that remain to be followed up at depth. Much of the Mammon-Barclay Zone has not been tested with drilling

including the central portions of the Mammon-Fenton prospect and South Barclay prospect. Also the Mammon-Barclay Zone

might extend for an additional 1.2 km of strike to the north beneath shallow alluvium which remains to be tested. The western

side of E31/619, including the Mammon-Barclay Zone, has not been tested with systematic geochemical sampling or

reconnaissance RAB drilling that might identify and help prioritise regional gold targets. The Mammon-Barclay Zone and its

possible strike extensions to the north remains to be effectively explored using modern geochemical, geophysical and drilling

methods.

Previous shallow reconnaissance RAB and air core drilling has identified a 2,000m by 700m gold anomaly within E31/619. This

gold anomaly remains to be tested with infill drilling and deeper RC drilling. Several other smaller gold anomalies to the south

defined by the drilling programme require infill drilling.

The encouraging shallow gold mineralisation intersected in a single drill hole at a Bruce’s Find remains to be further tested along

strike and at depth. This might represent a southern extension of the 2,000m by 700m RAB/air core drill hole gold anomaly to

the north.

2.7 Proposed Exploration

The following exploration programme is proposed for the first two years of exploration within the E31/619. The estimated cost

is $495,000.

Year 1

Geoscientific exploration data acquisition, database compilation and Geographical Information System (GIS) project

development.

Exploration data review and interpretation, geological model development and target generation.

Geological reconnaissance, geology mapping and surface geochemical sampling.

Ground geophysical surveying.

Reconnaissance and infill RAB drilling.

RC drill drilling to test highest priority gold targets.

Year 2

Infill RAB or aircore drill holes.

RC drill holes to test highest priority gold targets.

3. Doolgunna Project

3.1 Introduction

The Doolgunna Project consists of granted exploration licence E51/1365, covering 64.65 km2, 70 km northeast of Meekatharra,

Western Australia (Figure 6). The project covers a portion of the Proterozoic Yerrida Basin within the Nabberu Province.

There are economic gold and copper-gold deposits in the Nabberu Province. Economic gold deposits in the Province include the

Peak Hill, Fortnum and Labouchere mines. Economic copper-gold deposits include the Horseshoe Lights mine and the more

recently discovered Degrussa mine.

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The Doolgunna Project area is prospective for mesothermal quartz stockwork gold, volcanic-hosted massive sulphide copper-

gold and stratabound sedimentary copper deposits. There has been limited previous exploration that has effectively tested the

project area. Previous exploration has identified two zones of soil or drill hole copper-gold anomalism associated with magnetic

anomalies that warrant additional exploration.

Figure 6: Location of the Doolgunna Project

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The status of the tenement comprising the Doolgunna Project is provided in Table 4.

Table 4: Doolgunna Project, Tenement Details

Tenement

Number

Registered

Holder Status

Granted

Expenditure

Commitment

E51/1365 MPF* Granted 23/07/2010 $20,000

*MPF: MPF Exploration Pty Ltd

The Doolgunna Project covers a portion of the Yerrida Basin filled with sedimentary and volcanic rocks of the Yerrida Group

(Figure 7). The stratigraphy of the Yerrida Basin (Yerrida Group) modified from Ferguson (1999) is as follows:

Subgroup Formation Rock Type

Tooloo (basal Eraheedy

Group)

Yelma formation Arenite, shale, minor carbonate, chert and conglomerate

Unconformity

Mooloogool Maralou Sulphidic and graphitic black shale, siltstone, carbonate rift

basin succession

Killara Aphyric tholeiitic mafic lavas and intrusives

Intercalated Doolgunna Arkosic sandstone, siltstone, shale, quartz, wacke, trurbidites

Thaduna Lithic wacke, siltstone, shale, minor arkose, turbidites

Windplain Johnson Cairn Siltstone, shale, carbonate, minor lithic wacke

Juderina (Bubble

Well and

Finlayson

Members

Arenite (red bed), conglomerate, minor carbonate, silicified

carbonate, evaporite

Unconformity

Yilgarn Craton granitoid-greenstones (includes Goodin and Marymia Inliers)

The Yerrida Basin, along with Bryah and Padbury basins, comprise the western Palaeoproterozoic Nabberu Province overlying

the northern margin of the Yilgarn Craton. The Earaheedy Basin forms the eastern portion of the Province. The Yerrida, Bryah

and Padbury basins (formerly collectively known as the Glengarry Basin) have been dated at around 2,260, 1,920 and 2,000-

1,900 million years old, respectively. The Yerrida Basin formed around the time of the Ophthalmian Orogeny 2,220-2,140

million years ago. The whole Nabberu Province was deformed and metamorphosed during the Capricorn Orogen 1,820-1,770

million years ago. The Yerrida and Byrah Basins display both volcanic-arc and back-arc basin affinities that include continental

margin rift-bounded troughs (Pirajno and Adamides, 2000; Pirajno et. al., 2000).

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Figure 7: Regional geological setting of the Doolgunna Project

Strata of the Yerrida Group are gently deformed, i.e., horizontal to gently dipping, except in areas proximal to major faults. The

dominant regional tectonic (fault and fold) trends of the Yerrida Basin are; 1) northeast-southwest; and 2) east southeast-west

northwest. These dominant tectonic trends reflect reactivated Archaean basement structure and Palaeoproterozoic orogenic

structural trends, respectively. The regional northeast trending Goodin Fault is the contact between the Yerrida Basin in the east

and the Byrah and Padbury basins to the west. The Byrah Basin has been thrust over the Yerrida Basin along the northeast

trending Goodin Fault. Immediately to the east and parallel to the fault is the Doolgunna Graben that contains more intensely

deformed strata (Pirajno and Adamides, 2000; Pirajno et. al., 2000). The eastern side of the Doolgunna Graben is marked by the

South Boundary Fault.

The Marymia and Goodin Inliers are ovoid-shaped Archaean granitoid horst blocks surrounded by Proterozoic basin sediments

of the Nabberu Province. The uplifted granitoid inliers are elongate parallel to regional north-northeast to northeast trending

thrusts, including the Goodin Fault.

The Nabberu Province contains a variety of mineralisation styles that includes mesothermal gold and copper-gold, shear zone

copper, epigenetic zinc-lead and lead, volcanogenic massive sulphide copper-gold, manganese, iron ore and talc deposits

(Ferguson, 1999; Pirajno and Adamides, 2000; Pirajno et. al., 2000).

About 2.4 million ounces of gold have been discovered within the Province, mainly within the Byrah Basin and underlying Peak

Hill Schist. The biggest gold deposits are the Peak Hill mine and mining centre, Fortnum mine and Labouchere mine. At

Horseshoe Lights volcanic-hosted massive copper-gold-silver-mercury sulphides have produced 54,800 tonnes of copper,

300,000 oz. of gold, 2,928,000 oz. of silver and 52,800 kg of mercury (Pirajno et. al., 2000).

The Degrussa copper-gold-silver mine is the most recent economic discovery in the Nabberu Province. It was discovered via RC

drilling of a 20ppb gold anomaly defined by shallow, wide-spaced, reconnaissance RAB holes (Sandfire Resources NL, 2010).

The deposit is hosted by sediments adjacent to Narracoota Volcanics. The Jenkin Fault is a northeast trending regional thrust

fault along the margin of the Marymia Inlier that passes through the deposit area. It merges with the Goodin Fault further to the

northeast. Yerrida Basin sediments, i.e., Juderina, Johnson Cairn and Thaduna Formation, extend into the area and are within a

few kilometres of the mine.

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Within the Yerrida Basin gold and copper-gold mineralisation is hosted by the Doolgunna and Johnson Cairn Formations. The

historic Goodin’s South (Goodin Find) and Revere Reef-Dazzle Flats gold deposits are hosted by Doolgunna Formation. They

are within subsidiary faults (quartz vein stockworks) to the east of the 100 km long northeast trending Goodin Fault. Structural

controls appear to be regional northeast trending faults and smaller cross cutting west-northwest trending faults/veins (Findlay,

1996). Similar gold mineralisation is hosted within the Byrah Basin to the west of, and adjacent to, the Goodin Fault. The gold

deposits centred on the Goodin fault cluster in an area 50 km long and 10 km wide. In recent years a number of soil gold

anomalies have been identified associated with the South Boundary Fault that parallels the Goodin Fault (Revere Mining, 2007).

At Johnson Cairn prospect there is a large copper and gold (lead, bismuth, arsenic, and molybdenum) anomaly associated with

Johnson Cairn Formation pyritic carbonaceous shales adjacent to the northeast trending Jenkins Fault. Samples assay up to 0.3%

copper with associated anomalous gold, lead, bismuth, arsenic and molybdenum. Early reconnaissance drill holes intersected

broad zones of 200-500ppm copper and 10-20ppb. Later infill drilling intersected low to medium grade gold mineralised zones.

Johnson Cairn prospect is along structural strike, i.e., the Jenkin Fault, of the Degrussa copper deposit (Sipa Resources website).

The Thaduna copper deposits (i.e., old Thaduna mines, Lee, North prospect, Rooney’s mine and Green Dragon) consist of

supergene-enriched copper oxide mineralisation associated with shears and faults of various orientations hosted by Thaduna

Formation greywacke and slates within the Doolgunna Graben. The mineralisation displays some similarities to the mesothermal

gold and copper-gold deposits of the Byrah Basin (Ferguson, 1999; Pirajno and Adamides, 2000).

A large copper anomaly is associated with black shales at the contact between the Johnson Cairn and Juderina Formation at the

McDonald Well copper prospect (Lodestar Minerals website). Sulphidic Juderina Formation near the Goodin Inlier granitoid

dome is anomalous in copper, vanadium, platinum and palladium (Pirajno and Adamides, 2000).

In other parts of the basin sulphide-bearing black shales within the Maralou and Johnson Cairn Formations along the contact

with Killara Formation mafic intrusions (dolerite, gabbro) contain anomalous copper, zinc, barium, gold, platinum and palladium

(Pirajno and Adamides, 2000).

3.4 Project Geology and Mineralisation

The surface geology of Doolgunna Project (E51/1365) is dominated by a transported regolith of Quaternary-Cenozoic alluvium-

colluvium related to the Yalgar River drainage system (Figure 7). The transported regolith is typically 10-20m deep but up to

36m deep. Outcropping Palaeoproterozoic bedrock is rare. Pirajno and Adamides (2000) interpret the Proterozoic bedrock

beneath the alluvium-colluvium to be Juderina Formation in the south and Johnson Cairn Formation in the north. Aircore drill

holes in the southern half of the tenement intersected mainly siltstone, clayey siltstone and siltstone with minor sandstone

interbeds (Figure 8). This suggests that the Johnson Cairn Formation is more widespread within the tenement than has been

mapped by Pirajno and Adamides (2000).

E51/1365 is proximal to the intersection of regional west-northwest and northeast tectonic lineament trends identifiable in

regional geological mapping and airborne magnetics data. There are at least three, major east-northeast to northeast trending

airborne magnetic linears, generally defined by magnetic lows, traversing the Doolgunna Project area. The linears parallel the

Goodin Fault and are interpreted to be related sympathetic thrusts that extend into Archaean basement. One linear in the north of

E51/1365 is the Southern Boundary Fault that defines the southeast margin of the Doolgunna Graben. Its northeast extensions

are interpreted to pass by the Thaduna Copper Mines and Lodestar Minerals McDonald Well copper prospect. Several east and

west-northwest trending magnetic linears, interpreted to be faults, also traverse the project area.

19 | P a g e

Figure 8: Doolgunna Project surface geology and copper and gold anomalies

Figure 9: Doolgunna Project, interpreted bedrock geology and copper and gold anomalies

A broad zone containing a number of east-northeast trending, curvilinear, low amplitude airborne magnetic anomalies traverse

the central and southern Doolgunna Project area. The magnetic stratigraphic units are located beneath, and strike parallel to, the

Quaternary alluvial channel central to E51/1365. The cause of the magnetic anomalies is unknown but they are interpreted to be

disseminated magnetite alteration within the lower Johnson Cairn Formation siltstones overlying Juderina Formation (Figure 8).

20 | P a g e

The nearest known gold mineralisation to the project area is the historic Goodin’s South (Goodin Find) and Revere Reef-Dazzle

Flats gold mines, located 8 km and 10 km to the north and north-northeast, respectively. These form part of a cluster of small

gold deposits within an area 50 km long and 10 km wide broadly centred on the Goodin Fault.

In the south of E51/1365 two adjacent aircore drill holes (RVAC023 and RVAC024) 1.4 km apart intersected low grade copper

mineralisation. The intersections of 4m at 1132ppm Cu and 5m at 964ppm Cu, respectively, are hosted by siltstones associated

with an east-northeast trending magnetic anomaly. There is associated anomalous gold , molybdenum, arsenic and zinc in the

same holes or in neighbouring holes along the same magnetic trend over a strike length of 8.5 km. A coincident weak magnetic

lag soil copper anomaly was defined along the same magnetic trend. This zone of geochemical and magnetic anomalism is

interpreted to be along, or close to, the contact between Johnson Cairn Formation and Juderina Formation.

In the north of E51/1365 there is a 3 km long northeast trending magnetic anomaly with associated low amplitude soil (magnetic

lag) copper, gold and silver anomalism. This geochemical anomaly is associated with a magnetic anomaly adjacent to the South

Boundary Fault of the Doolgunna Graben and is the southwest strike extension of a larger gold anomaly defined to the northeast

identified by previous explorers (Revere Mining, 2007).

In 1992-1993 BHP Minerals held a large tenement package in the region that incorporated the area covered by E51/1365,

however, no work was undertaken within the area covered by E51/1365 (Barrett, 1993).

During the period 2004-2007 Murchison Exploration Pty Ltd (MEPL) held a large tenement package that incorporated the area

covered by E51/1365. Exploration targeted gold and copper-gold-silver (Morete, 2005, 2006 and 2007). Marjoribanks (2002), a

consultant structural geologist, considered a 10 km wide structural corridor associated with two regional parallel bounding

reverse faults, i.e., the Goodin and Southern Boundary Faults. to be prospective for gold. In 2004-2005 MEPL completed a

regional magnetic lag sampling survey using a 1 km sample grid, of which, 63 samples were collected within the area covered by

E51/1365 and assayed for gold (Morete, 2005). In 2007 an airborne magnetic-radiometric survey was completed that

incorporated the area covered by E51/1365. A magnetic anomaly in the north of E51/1365 was considered highly prospective

(Morete, 2007). No further work was undertaken.

In 2008-09 Enterprise Metals explored the area covered by E51/1365 and surrounds for gold and copper-gold deposits. Airborne

magnetic data were used to identify magnetic targets and interpret structural targets at 1:100,000 scale. Regolith interpretation

mapping was completed at 1:50,000 scale. Sample pulps of the 63 magnetic lag soil samples collected by MEPL were re-assayed

for an expanded suite of elements. Two geochemical anomalies were identified in the northwest and southwest of the area

covered by E51/1365. It was concluded that the magnetic lag sample geochemical survey might not have effectively tested the

Proterozoic bedrock geology if the transported Quaternary-Cenozoic alluvium-colluvium cover was too thick. Sixteen wide-

spaced reconnaissance aircore drill holes were drilled along existing tracks and fence lines to test the bedrock geology and

geochemistry (Figure 8). Some intersections containing anomalous copper and gold assays were not followed up (Williams,

2009).

3.6 Discussion

The Doolgunna Project contains a combination of prospective stratigraphy, regional structures, magnetic anomalies and gold and

copper anomalies that represent exploration targets for gold and copper-gold deposits. Some of the features are:

The contact or transition zone between the Juderina Formation red beds and Johnson Cairn Formation shales, siltstones

and carbonates is a prospective stratigraphic interval for sedimentary-hosted copper-gold deposits.

It is evident that east-northeast to northeast trending thrust faults, particularly those associated with the Doolgunna

Graben, are prospective for gold and copper-gold deposits. The South Boundary Fault is interpreted to pass through the

northwest corner of the Doolgunna Project area and there is an associated soil copper and gold anomaly in this area. In

the south of the project area anomalous copper and gold has been intersected in shallow aircore drill holes proximal to

another prominent east-northeast trending magnetic linear interpreted to be a fault. The 25ppb and 21ppb gold anomalism

in two adjacent aircore holes in this area attracts comparisons to the 20ppb RAB hole gold anomaly that contributed to the

discovery of the Degrussa copper-gold-silver deposit.

21 | P a g e

There is a spatial association between gold and copper-gold deposits and magnetic anomalies within the Byrah and

Yerrida Basins. East-northeast trending airborne magnetic anomalies traversing the Doolgunna Project area are targets for

gold and copper-gold deposits. The copper-gold anomalies in the north and south of the Doolgunna Project area

associated with magnetic anomalies. Most of the magnetic stratigraphic units within the project area underlie the main

alluvial drainage tract and remain largely untested.

There has been little effective field-based exploration in the area but what has been done has been able to highlight two copper-

gold targets worthy of additional follow up as follows:

1. In the south there is an 8.5 km long magnetic anomaly with associated anomalous copper, gold, molybdenum, arsenic and

zinc in wide-spaced drill holes. The anomalism is interpreted to be associated with the prospective contact between

Juderina Formation red beds and Johnson Cairn Formation siltstones.

2. In the north of the project area there is a 3 km long magnetic anomaly with an associated soil copper and gold anomaly. It

is adjacent to the Southern Boundary Fault to the Doolgunna Graben.

is $303,000.

Year 1

Geoscientific exploration data acquisition, database compilation and Geographical Information System (GIS) project

development.

Exploration data review and interpretation, geological model development and target generation.

Geological reconnaissance, geology mapping and surface geochemical sampling.

Reconnaissance and infill aircore drilling.

Year 2

RC drilling to test highest priority gold and copper targets.

4. Meekatharra Project

4.1 Introduction

The Meekatharra Project consists of two exploration licences E51/1442 and E51/1443, totalling 211.08 km2, located near

Meekatharra, Western Australia (Figure 9). E51/1442 and E51/1443 cover portions of the Archaean Meekatharra and Gnaweeda

greenstone belts of the Murchison Province, respectively (Figure 10).

The Murchison Province is one of Australia’s major gold producing provinces. Major gold mining centres in the province

include Mt Magnet, Meekatharra, Cue and Big Bell. The Province also contains the large volcanic-hosted massive sulphide

Golden Grove zinc-copper-lead-gold-silver mine.

E51/1442 and E51/1443 are both prospective for mesothermal gold and volcanic-hosted massive sulphide zinc-copper-lead-

silver-gold deposits. Most of the previous exploration within the Project area has targeted gold and there has been very little base

metal exploration. For

22 | P a g e

Figure 10: Location of the Meekatharra Project

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The status of the Meekatharra Project tenements is provided in Table 6.

Table 6: Meekatharra Project, Tenement Details

Tenement

Number

Registered

Holder Status

Granted

Expenditure

Commitment

E51/1442 Maka ** Granted 5/07/2011 $28,000

E51/1443 Maka ** Granted 5/07/2011 $53,000

** Maka: Maka Minerals Pty Ltd

E51/1442 and E51/1443 are located in the north of the Murchison Province of the western Yilgarn Craton, Western Australia

(Figure 10). The Murchison Province is an Archaean granite-greenstone terrane containing north to northeast trending Archaean

greenstone belts comprised of 3,000-2,800 million year old, metamorphosed volcano-sedimentary sequences of the Murchison

Supergroup. The Supergroup has been metamorphosed from green schist to amphibolite facies. Early and late stage granitoids

have intruded the greenstone belts. East-west trending dolerite dykes of the 2,400 million year old Widgiemooltha dyke swarm

intrude all older rocks of the Yilgarn Craton. The Murchison Province was eroded and deeply weathered during the Cenozoic

and Quaternary resulting in a regolith dominated by laterite soil profiles overlain by transported alluvial-colluvial sediments

(Watkins and Hickman, 1990).

Types of mineral deposits in the Murchison Province include hydrothermal epigenetic gold, epigenetic copper and copper-gold,

laterite-hosted gold, volcanic-hosted zinc-copper-silver-gold, magmatic platinum-palladium, magmatic vanadium magnetite and

iron ore. Epigenetic gold deposits have been by far the most economically important and the focus of most of the historical

exploration.

The largest gold mining centres in the Murchison Province are Mt Magnet, Meekatharra, Cue, Big Bell, Bluebird-Yaloginda, Mt

Gibson laterite, Reedy’s and Tuckabianna Most of the gold deposits in the Murchison Province are; a) hosted by Golconda,

Gabanintha and Windaning Formations; b) hosted by sheared mafic rocks, ultramafic rocks or BIF; c) within 1 km of major

shear-fault zones; and d) within 2-3 km of granite-greenstone contacts. The deposits are hosted by second- or third-order

subsidiary shears and faults that splay from major craton-scale shear zones or within dilation zones within the major shear zones.

The gold-bearing shears and faults are characterised by quartz-carbonate veins or stockworks with associated disseminated

sulphides (pyrite, pyrrhotite, arsenopyrite, chalcopyrite) and hydrothermal alteration haloes comprised of quartz, sericite, biotite

and feldspar. The timing of epigenetic gold mineralisation 2,650-2,600 million years ago is broadly synchronous or slightly post-

dates regional shear zone development and late stage granitoid emplacement (Watkins and Hickman, 1990).

The Scuddles and Gossan Hill volcanic-hosted massive sulphide zinc-copper-lead-silver-gold deposits are large mines in the

south of the Murchison Province They are 4 km along strike from one another and hosted within a thick pile of felsic

volcaniclastics and volcanics of the Gabanintha Formation. Other VHMS deposits and prospects in the Murchison Province

associated with felsic volcanic centres are Quinns, Austin, Eelya, Mt Gibson, Tuckabianna, Wattagee, Cuddingwarra and

Bunarra (Watkins and Hickman, 1990; Ferguson, 1990).

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Figure 11: Regional geological setting of the Meekatharra Project

4.4 Project Geology and Mineralisation

E51/1442 overlies the hinge of the Pollel Syncline in the northern Mt Magnet-Meekatharra Greenstone Belt to the east of the

Paddy’s Flat gold mine at Meekatharra. Most of E51/1442 overlies a topographic low area associated with the Gully Creek

drainage system where the Archaean bedrock is obscured by a regolith of Quaternary and Cenozoic colluvium, alluvium, buried

lake clays and deeply weathered laterite profile. The regolith is generally around 20-40m in depth but increases in depth over

palaeochannels (Figure 12).

Figure 12: Meekatharra Project; E51/1442 geology and drill hole geochemistry

25 | P a g e

The Archaean bedrock within E51/1442 is not well known but is interpreted to include a lower sequence of Gabanintha and

Windanning Formations that are broadly represented by a lower mafic sequence overlain by a felsic volcanic-volcaniclastic and

metasediment sequence. Rocks belonging to these two formations include metabasalts, metasediments and felsic volcanics as

well as minor BIF, chert and jaspilite. In the southwest corner of E51/1442 the younger Porlell Subgroup is present in the axial

core of the Pollel Syncline. In this corner the Lordy Basalt (high Mg basalt and serpentinised peridotite) and Stockyard Basalt

(tholeiitic basalt with minor interlayered high magnesian basalt) outcrop as low hills in the axial core of the Pollel Syncline. The

Porlell Subgroup overlies felsic volcanic-volcaniclastic rock and BIF of the Windaning Formation that are locally exposed

around the base of the hills. There is a peridotite-pyroxenite sill intruding the hinge of the syncline that might be the source of

reported platinum group metals anomalism in neighbouring creeks. Gold-bearing BIF’s and sulphide-facies BIF’s in the

Windanning Formation have been reported in the area but the exact location remains uncertain.

The Gabanintha Shear Zone, which is interpreted by Watkins and Hickman (1990) to be folded around the hinge of the Pollel

Syncline, traverses the northwest corner and southeast corner of E51/1442. The Paddy’s Flat and Gabanintha gold mines and

several smaller gold deposits, such as the Side Well deposit, are spatially associated with the Gabanintha Shear Zone. There is a

gold-arsenic soil anomaly with associated dry blowing area just outside the northwest corner of E51/1442 that is associated with

the Gabanintha Shear Zone. In recent months Doray Minerals has reported high grade gold drill hole intercepts just north of

E51/1442 (Doray Minerals website). This is associated with a linear magnetic anomaly that traverses the northwest corner of

E51/1442 and extends southwest towards the Paddy’s Flat gold mining area. In addition to the Gabanintha Shear Zone there are

several parallel north-south trending airborne magnetic linears and interpreted fault zones associated with the core of the Pollel

Syncline that traverse E51/1442. Some of these are spatially associated with gold or gold-arsenic anomalies defined by previous

explorers. One of the larger faults has been interpreted to splay from the regional Burnakura Shear Zone.

E51/1443 covers the southernmost portion of the Gnaweeda Greenstone Belt 20 km to the east of the Meekatharra Greenstone

Belt and several mapped greenstone enclaves extending for 30 km to the south along the Evanston-Edale Fault. The Evanston-

Edale Fault is a 500 km long shear zone that extends along the eastern margin of the Gnaweeda belt and the Barrambie and

Sandstone greenstone belts further south. The Gnaweeda Greenstone Belt is comprised mainly of amphibolite grade mafic

volcanics with lesser ultramafics along its eastern and western margins. There is a central zone of felsic volcanics and

volcaniclastics that includes some pyritic graphitic shale units. Archaean dolerite-gabbro sills and small felsic granitoid dykes

have intruded the belt.

26 | P a g e

Figure 13: Meekatharra Project, E51/1443 geology and drill hole geochemistry

Distributed along the 30 km strike length of the northern Gnaweeda Greenstone Belt, that is, to the north of E31/1443, are

historic gold workings (e.g., Bunarra, Mistletoe) and gold prospects (e.g., Gnaweeda, St Annes, Turnberry, Far East) associated

with kilometre-scale RAB drill hole gold-arsenic anomalies. The gold mineralisation is associated with quartz-carbonate-pyrite

veining hosted by sheared mafic rocks with carbonate-sericite-quartz-silica-albite-pyrite (± arsenopyrite, tourmaline) alteration.

Quartz porphyry is present at some prospects.

Much of E51/1443, particularly the northern half of the tenement, is covered by a regolith of colluvium and lesser alluvium

associated with a drainage tributary in the headwaters of the Murchison River system. The regolith, which in places includes a

deeply weathered residual laterite profile, is 20-50m thick over much of the tenement and up to 95m thick over the main

palaeochannel (Ray and Teakle, 2010). Small greenstone enclaves, variably comprised of amphibolite, ultramafic and felsic

volcanics, outcrop along the 30km length of the tenement. These are contained within localised outcrops of foliated granite

gneiss and biotite adamellite. Outcrops of granitoid are more prevalent in the southern half of the tenement. Interpretation of

regional geophysics data as well as drill hole geological data by previous explorers suggests that the greenstones in the north of

the tenement are larger and more continuous beneath the regolith cover. Previous limited wide-spaced reconnaissance drilling

has identified several zones of low level gold and gold-arsenic anomalism along the length of the belt. For

27 | P a g e

E51/1442 Previous Exploration

In 1985 Swan Resources/Pancontinental Mining carried out limited rock chip and stream sediment sampling in the south of the

area covered by E51/1442. Four samples were within the area covered by E51/1442 and none returned significant results

(Wilson, 1985).

From 1985-1991 Julia Mines, Esso Exploration and Production Australia (Esso) and City Resources, at different times, reported

on gold exploration within a large tenement package, the “Sherwood Project”, that overlapped with E51/1442. Exploration

included a regional airborne magnetics survey and interpretation, 1:25,000 scale geology mapping, ground magnetic surveying,

soil sampling and RAB drilling. The exploration was aimed at identifying gold mineralisation along stratigraphic-structural

strike of the Paddy’s Flat gold mine (Byrne, 1985; Dudfield, 1986a; Dudfield, 1986b; Dudfield, 1986c; Dudfield, 1986d;

Dudfield, 1987; Cook, 1987a; Cook, 1987b; Cook, 1987c; Cook, 1988a; Cook, 1988b; Cook, 1988c; Cook, 1988d; Cook, 1988e;

Jones, 1989). Most of the work was concentrated on areas immediately outside of the existing E51/1442. Shallow

reconnaissance RAB holes drilled along three east-west traverses about 5 km apart within the area of E51/1442. Most of the

holes were ineffective. Most were either abandoned in transported Quaternary sediments or not assayed for gold. Only seven

holes had a single bottom of hole sample assayed for gold.

In 1987 Dominion collected 341 soil samples of mainly transported Quaternary sediments over a 6 km long by 2.5 km wide area

of the southern half of E51/1442 (Palmer 1988). Several gold anomalies of greater than 1000ppt (i.e., 10ppb) gold are evident in

the soil geochemical data. The samples cannot be accurately located using the information provided by Palmer (1988).

In 1993-1995 Dominion explored the eastern half of the area covered by E51/1442 with wide-spaced reconnaissance RAB

drilling and minor infill RAB drilling. Only one sample was collected from the bottom of each reconnaissance RAB hole and

assayed for Au and As, as well as a few other elements. This work included testing the area immediately east of E51/1442 which

resulted in the discovery of the Side Well gold deposit which then subsequently attracted the bulk of the exploration attention by

Dominion (Till, 1994a; Anderson, 1995a). Within the area of E51/1442 Dominion drilled 139 reconnaissance RAB drill holes,

totalling 4,947m, which defined the following gold anomalies:

In the south to the tenement there is a 1 km long gold-arsenic anomaly, open to the north and closed off to the south by

the tenement boundary, beneath 20m of transported Quaternary sediment. Some vertical reconnaissance and angled infill

drill holes tested this anomaly. Two holes returned anomalous gold results.

In the central eastern side of the tenement some very low amplitude gold anomalism was defined along a single traverse

of holes drilled in this area. WMC later named this area Daniel prospect.

In the northeast of the tenement there is a zone of low amplitude gold anomalism, defined by a few widely spaced

reconnaissance holes.

In 1995-1998 Western Mining Corporation (WMC) explored Daniel prospect in the central east of the area covered of E51/1442

(Doan, 1996; Doan, 1997; Begg, 1998). This work formed a small part of a much larger gold exploration project seeking greater

than 6 million ounce gold deposits in the Meekatharra area. Most of WMC’s exploration effort in the Meekatharra region was

concentrated on other gold prospects such as Andy’s Well currently held by Doray Minerals. WMC completed a regional

airborne magnetic survey of the Meekatharra area that was interpreted. Shallow aircore drilling tested the Daniel prospect in the

central east of E51/1442. Eighteen wide-spaced reconnaissance aircore holes were drilled along two traverses 800m apart to test

Daniel prospect. The drilling intersected broad, low amplitude gold anomalism over 800m strike that is open to north and south.

The gold anomalism is centred on an S-shaped folded magnetic unit extending between two north-south trending magnetic

linears interpreted to be faults.

28 | P a g e

E51/1443 Previous Exploration

In 1990 Homestake Australia Ltd (Homestake) identified a group of shallow prospecting pits developed on ferruginous vughy

quartz veins 3 km southwest of Babel Bore within the E51/1443 application. Homestake explored the outcropping greenstones

within E51/1443 with eight rock chip samples, five channel samples, 173 stream sediment (BLEG) samples and 16 soil (BLEG)

samples. The stream sediment sampling highlighted one drainage catchment with a maximum of 43.7ppb gold but the

anomalism could not be replicated with follow up stream sediment sampling (Murphy, 1991).

From 1995-1999 Mines and Resources Australia Pty Ltd drilled 99 reconnaissance RAB holes along wide-spaced traverses in

the E51/1443 area (Figure 13). (Watsham, 1996a; Watsham, 1997; Watsham 1998; Watsham 1999; Ackerly, 1999). Several

holes intersected low grade gold mineralisation.

In 2005-2008 Teck Cominco explored tenement that covered the E51/1443 area. Teck Cominco completed a geological

interpretation of airborne magnetics data and drilled 49 wide-spaced, vertical, reconnaissance RAB and aircore holes (Figure 13)

that returned some low level gold anomalism. (Taylor, 2006a; Taylor, 2006b; Tillock, 2007a; Tillock, 2007b; Tillock, 2007c;

Tillock 2008

4.6 Discussion

The area covered by E51/1442 received a limited amount of exploration between 1985 and 1998 but not much since. The

western half of the tenement remains virtually unexplored for gold and base metals with systematic geochemical sampling

despite its proximity to the Paddy’s Flat open cut gold mining operations to the west. Only Dominion and WMC carried out

effective exploration activities within the eastern half of the tenement area, however, the reconnaissance RAB drilling by

Dominion was restricted in its effectiveness with only one sample from each hole being assayed for gold. WMC’s exploration

methods were able to achieve significantly better results at Daniel prospect than Dominion’s methods. Much of the tenement

remains to be effectively tested for gold and base metals.

The limited amount of previous gold exploration has highlighted three areas of gold and gold-arsenic anomalism within the

tenement area. These gold anomalies are aligned along a north-south trend associated with north-south trending airborne

magnetic linears traversing the tenement area. The areas between the three zones of gold anomalism on the eastern half of the

tenement remain to be tested with systematic RAB/aircore drilling. The unconformity contact between the Windaning Formation

and the overlying Pollel Subgroup in the core of the Pollel Syncline is prospective for volcanic-hosted massive sulphide copper-

zinc-silver-gold deposits. The geology attracts comparisons with the areas hosting the Austin and Quinns volcanic-hosted

polymetallic deposits. There is potential for the Burnakura Shear to have been a conduit for “black smoker” hydrothermal vent

fluids that formed volcanic-hosted polymetallic sulphide deposits at, or near, the top of the Windaning Formation around the

Pollel Syncline. Sulphide-facies BIF would be a target for base metals and gold mineralisation.

is $351,000.

Year 1

Geoscientific exploration data acquisition, compilation and review including GIS development.

Geological reconnaissance and mapping of project area.

Airborne and geological data interpretation, geological model development and target generation.

Reconnaissance RAB or aircore drilling.

Year 2

Infill RAB or aircore drilling.

RC drilling to test identified gold or base metal targets.

29 | P a g e

is $375,000.

Year 1

Geoscientific exploration data acquisition, compilation and review including GIS development.

Geological reconnaissance and mapping of project area.

Airborne and geological data interpretation, geological model development and target generation.

Reconnaissance RAB or aircore drilling.

Year 2

Infill RAB or aircore drilling.

RC drilling to test identified gold or base metal targets.

30 | P a g e

5. References

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6. Glossary of Terms

Air Core Drilling

An air drilling technique suitable for drilling poorly consolidated rocks, it is generally more efficient and accurate than RAB drilling.

Airborne Magnetic Survey

A type of geophysical survey flown by helicopter or fixed wing aircraft to measure the magnetic susceptibility of rocks at or near the earth’s surface.

Amphibolite

Regional metamorphic mafic rock comprised of amphibole and plagioclase.

Amphibolite facies

A grade of regional metamorphism defined by various mineral assemblages where the rock has undergone moderate to high pressures and temperatures.

Anomaly

Any statistical departure from the norm in numerical geoscience data, like geochemical or geophysical data, which may indicate the presence of mineralisation in

the underlying or nearby bedrock.

Archaean

The oldest rocks of the Precambrian era, older than about 2,500 million years.

To determine element content of a sample of a material usually carried out by a geochemical laboratory.

A method of shallow drilling, usually to 1-2 metres depth, using a rotary drill that uses a screw device to penetrate, break, and then transport the drilled material

to surface. Commonly used in soil geochemical sampling surveys in Western Australia.

Azimuth or Azi

Azi is short for azimuth. A surveying term that references the angle measured clockwise from either true or magnetic north. In this report it refers to the direction

of drilling measured clockwise from either true or magnetic north.

Basalt

A dark, fine-grained extrusive mafic igneous rock, composed essentially of plagioclase and pyroxene. Commonly prefixed by meta, eg, metabasalt, in metamorphosed geological terranes.

Basement

The oldest rocks recognized in a given area. A complex of metamorphic and igneous rocks that underlies all the sedimentary formations. Usually Precambrian or Paleozoic in age.

In tectonics, a circular, syncline-like depression of rock strata. In sedimentology, the site of accumulation of a large thickness of sediments.

Bedrock

Solid rock at the surface of the earth or at some depth beneath the regolith which has not been affected by weathering. Synonymous with basement rock.

BIF or banded iron formation. A compositionally banded iron-rich rock, comprised of bands of quartz and iron-rich minerals. It is generally considered to be a chemical precipitate formed in

seawater.

Black shale

A very dark, fine-grained, clastic sedimentary rock composed essentially of flakey clay minerals and carbonaceous matter that also commonly contains

sulphides.

Bulk Leach Extractable Gold. A geochemical sampling and analytical method used in gold exploration. It involves the collection of large samples of fine-grained

regolith material. Gold values in BLEG are lower than total assays such as those of fire assays, as it analyzes only the fine-grained gold fraction and largely

ignores coarser and nuggety gold.

Boudinage

A structure formed by extension, whereby a rigid, competent tabular body, stretched and deformed amidst less competent surroundings, begins to break up and

form sausage-shaped boudins. Boudins are typical features of sheared veins and shear zones where, due to stretching along the shear foliation and shortening perpendicular to this, rigid bodies break up. Ductile deformation conditions also encourage boudinage.

Breccia

Rock composed of coarse angular fragments of rocks or minerals contained in a fine matrix (cementing material) that may be similar to or different from the composition of the larger fragments.

Caprock

A hard weathered regolith type on the top of a hill or upper slope protecting it from erosion. Examples include silcrete derived from weathering of ultramafic rocks and indurated ferruginous saprolite derived from weathering of disseminated sulphides.

A sedimentary form of amorphous or extremely fine-grained silica, partially hydrous, found in concretions and beds. In this report it is a quartz-rich variety of BIF that is commonly associated with more iron-rich varieties of BIF.

Cleavage

The tendency for some rocks or minerals to break along preferred planes of weakness, caused by the development of a planar fabric as a result of deformation.

Colluvium

Heterogeneous materials of any particle size, generally composed of soil and/or rock fragments, accumulated on the lower parts of slopes, transported there by

gravity, soil creep, sheet flow, rainwash, mudflows and solifluxion (ie, slow flow of water-logged soil down slope associated with alternating freezing and thawing).

Concordant

A lithology that is aligned parallel to the dominant regional litho-structural trend that might include foliation, bedding or metamorphic layering/banding.

Conductor

Any material which allows an electric current to pass through it. Examples include sulphides, graphitic sediments and salty water.

Conglomerate

A sedimentary rock consisting of rounded coarse rock clasts within a finer-grained sediment matrix that have become cemented together. Often deposited in

stream or river environments.

Costean

A trench generally cut perpendicular to the strike of a known ore zone or interpreted ore zone to expose the full width of the zone usually for geology mapping

and geochemical sampling purposes.

Craton

A large area of stable continental crust, composed of Precambrian crystalline basement rock, largely unaffected by plate margin activity since the end of the

Proterozoic.

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Crenulation

The angular intersection of two metamorphic foliations which may involve folding of the earlier mica foliations by the later foliation creating a distinctive

crenulated folding texture.

Cretaceous

The Cretaceous era was from 135 to 63 million years ago.

Cumulate

A textural term relating to igneous rocks with distinctive accumulations of crystals precipitated during the cooling and solidification of a magma. Cumulates are

typically found in ultramafic intrusions, in the base of large ultramafic lava tubes in komatiite and magnesium rich basalt flows and also in some granitic

intrusions.

Dacite

An intermediate, porphyritic, extrusive igneous rock comprised essentially of plagioclase with lesser quartz, biotite and hornblende.

Diamond drilling Method of obtaining cylindrical core of rock by drilling with a diamond set or diamond impregnated bit.

Diapir

A type of intrusion in which a more mobile and ductily-deformable material is forced into brittle overlying rocks. Diapirs can form anticlines, antiforms and domes.

Dilational Jog

A structural geology term to describe the zone of dilation associated with a bend (ie, jog) in a shear or fault zone.

The angle by which a rock unit or other planar feature deviates from the horizontal. The angle is measured in a plane perpendicular to the strike.

Discordant

A lithology that cross cuts at an angle to the dominant regional litho-structural trend that might include foliation, bedding or metamorphic layering/ banding.

Disseminated

Widely dispersed minerals in a rock body.

Diorite

An intermediate intrusive igneous rock comprised essentially of medium- to coarse-grained plagioclase and hornblende.

Dolerite

A mafic intrusive rock comprised essentially of medium-grained plagioclase and pyroxene and characterised by ophitic texture. Usually found in dykes or sills.

A round or elliptical convex upwarp of strata resembling a short anticline.

A tabular body of intrusive igneous rock, crosscutting the host strata at an oblique angle.

Electromagnetic survey

A geophysical survey method that uses an induced electric current to measure variations in the local electromagnetic field of the earth below. Transmitted

electromagnetic fields are used to energise and detect conductive material, eg, massive sulphides, beneath the earth’s surface.

En echelon

Sub-parallel but offset pattern associated with a cluster or group of subsidiary structures generally at an angle, commonly 45o, to the overall strike trend of

larger host structure.

Enclave

A small zone or domain of one rock type contained within a much larger zone or domain of another rock type.

Epithermal

A term applied to deposits formed at shallow depths from ascending solutions of moderate temperatures.

A brittle shear or fracture in a rock along which there has been relative movement either vertically or horizontally.

Felsic

A descriptive term for light coloured rocks or minerals with high silica (plus or minus aluminium, sodium, potassium and calcium) content and low iron and

magnesium content.

Felsic volcanic

A volcanic rock essentially comprised of feldspar, quartz and feldspathoids and poor in iron and magnesium content.

Fold hinge

Portion of fold intersected by the fold axial surface and where the radius of curvature is smallest.

Foliation

Any planar set of minerals or banding of mineral concentrations including cleavage, found in a metamorphic rock.

Foliated

A rock texture used to describe a metamorphic rock with a foliation.

Foot Wall

The underlying side of a fault, orebody or stope.

grams per tonne

Gabbro

A black, coarse-grained, mafic intrusive igneous rock, composed of calcic feldspars and pyroxene. The intrusive equivalent of basalt.

Geochemical

Samples of soil, rock, stream sediments or subsurface material analysed for the metal commodity being sought and/or associated path finder elements.

Geophysical

Use of electrical techniques or the measure of natural phenomena e.g., magnetism and gravity, to assist in determining sub-surface geology.

Geotechnical

Incorporates eological, geophysical or geochemical data. Rock quality and structural investigations of rock masses.

Gossan

The weathered, generally ferruginous, expression of rocks that contain substantial sulphide mineralisation.

Granite

A coarse-grained, intrusive igneous rock composed of quartz, orthoclase feldspar, sodic plagioclase feldspar, and micas. Also sometimes a metamorphic product.

Granite Gneiss

A coarse-grained, regional metamorphosed granitoid rock that shows compositional banding and parallel alignment of felsic and mafic minerals.

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Granitoid

A term for a coarse grained felsic to intermediate igneous rock, resembling granite.

Graphitic

Containing graphite.

Gravity anomaly

The value of gravity left after subtracting from a gravity measurement the reference value based on latitude, and possibly the free-air and Bouguer corrections.

Greenschist Facies

Greenschist facies results from low temperature, moderate pressure metamorphism resulting in the diagnostic formation of chlorite and biotite at temperatures of

400 to 500° Celsius and depths of about 8 to 50 kilometers.

Greenstone

A general name for rocks, generally mafic or ultramafic, that comprise, or a derived from, a greenstone belt.

Greenstone belt

A belt containing variably metamorphosed ultramafic to mafic to felsic volcanic rock sequences and associated sedimentary rocks hosted within granitoids and

granitoid gneisses of stable Precambrian cratons. The rocks in the belt are commonly green.

Greisen

A highly potassic granitic rock or pegmatite, intruded at less than 5 km depth, comprised of quartz, muscovite and topaz and lesser fluorite and tourmaline.

Sulphides are commonly present. Greisens are formed by skarn alteration of granite during the cooling stages of emplacement. A favourable host rock to gold and tin deposits.

Greywacke

A variety of dark, hard sandstone containing poorly-sorted, angular grains of quartz, feldspar, and small rock fragments or lithic fragments set in a compact, fine clay matrix.

Hanging Wall

The overlying side of a fault, orebody or stope.

High Magnesian Basalt

A basalt with a higher proportion of magnesium than thoeleiitic basalts, but less than that usually attributed to komatiites.

Hornfels

A descriptive term for the process whereby a rock has been thermally metamorphosed by high-temperature and low-pressure to a metamorphic rock of uniform

grain size showing no foliation. Usually formed by contact metamorphism close to an intrusive igneous rock body.

Igneous

A rock formed by congealing rapidly or slowly from a molten state.

Intermediate

A descriptive term for a rock or mineral with a moderate magnesium, iron content and silica content that is intermediate between felsic and mafic. Intrusion An

igneous rock body that has forced its way in a molten state into its surrounding country rock.

Komatiite

Magnesium-rich mafic to ultramafic extrusive rock.

Laterite

A term with the general connotation of an iron-rich weathered rock product, generally with an emphasis on tropical weathering conditions.

Laterite Profile

A vertical sequence of regolith facies that includes, from the bottom up, bedrock, saprock, saprolite, plasmic zone, mottled zone or ferruginous saprolite and

lateritic residuum (lateritic duricrust, lateritic gravel).

Lineation

Any linear arrangement of features found in a rock.

Lithology

A classified rock type based on a description of its mineral composition, grain size, structure, color as well as component parts.

Litho-stratigraphy

The systematic description of rocks that define a given stratigraphic rock package or setting.

A mineral deposit consisting of a zone of veins, veinlets, disseminations or planar breccias.

A descriptive term for a rock or mineral with a moderate to high magnesium and iron content and corresponding low silica content.

Magnetic

A mineral, rock, object, area or locale possessing the properties of a magnet.

Magnetic anomaly

The value of the local magnetic field remaining after the subtraction of the dipole portion of the Earth’s field. In this report it refers to a distinctive magnetic

feature identified in airborne magnetic data.

Massive sulphide

A rock comprised of 50-100% sulphides.

Mesothermal

An environment of mineral formation at considerable depth within the Earth’s crust where temperature lies in the range of 200 to 3000C.

Metabasalt

Metamorphosed basalt.

Metagabbro

Metamorphosed gabbro.

Metamorphic

The mineralogical, structural and chemical changes

induced within solid rock through the actions of heat, pressure or the introduction of new chemicals.

Metasediment

Metamorphosed sediment.

Metavolcanics

Metamorphosed volcanic rock.

Metallogenic

Of or pertaining to metallogeny. A group of metallic ores peculiar to, or characteristic of, a defined geological domain.

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Mobile Metal Ion Survey

A method of sampling and geochemical assaying of soils. Unsieved soil samples are collected from a defined soil depth. Assaying involves sample attack using

extremely weak solutions of organic and inorganic compounds. The mobile metal ions held in solution in very low concentrations are then measured using ICP-MS analytical instrumentation. The method can provide a more focused geochemical expression of buried ore deposits, even in many types of transported

overburden at low detection levels.

Monzodiorite

A coarse-grained, intermediate igneous rock comprised of sodic-calcic plagioclase, orthoclase and mafic minerals that is intermediate in composition between

monzonite and diorite.

Oblique Reverse Fault

A fault that combines some strike slip motion with some reverse-slip motion.

Outcrop

A segment of bedrock exposed to the atmosphere.

Overburden

The loose soil, silt, sand, gravel, or other unconsolidated material overlying bedrock, either transported or formed in place.

Palaeocene

A geological epoch extending from 65.5 to 55.8 million years ago.

Peridotite

A general term for intrusive ultramafic igneous rocks dominantly consisting of olivine and lacking feldspar.

Porphyry

A variety of intrusive igneous rock consisting of large-grained crystals, such as feldspar or quartz, dispersed in a fine-grained feldspathic matrix or groundmass.

The larger crystals are called phenocrysts. The rocks are generally indicative of emplacement at shallow levels within the earth’s crust.

parts per billion

parts per million

Proterozoic

An era of geological time spanning the period from 2,500 million years to 570 million years before present.

RAB Drilling

Rotary Air Blast. A relatively inexpensive and inaccurate drilling technique suitable for testing poorly consolidated or weathered rocks. The sample is brought to

the surface by compressed air from outside the drill rods.

A mineralised rock unit or structure containing economic concentrations of metal.

Regolith

Any in situ deeply weathered rock or transported sedimentary material lying on top of bedrock. It includes aeolian deposits, lake sediments, soil, alluvium,

colluvium, cap rocks, laterite profiles and rock fragments weathered from the bedrock.

Reverse Circulation Drilling

A drilling method in which the fragmented sample is brought to the surface inside the drill rods, thereby reducing contamination.

Reverse Fault

A fault with reverse-slip motion. Synonymous with thrust fault.

Rheology

The study of the deformation (change in form) and the flow of matter, embracing elasticity, viscosity, and plasticity.

Rheological contrast

The contrasting ability of different rock types to deform and flow relative to one another when subjected to pressure and temperature.

Rock chip sampling

The collection of representative samples of rock fragments within a limited area.

Sandstone

A detrital sedimentary rock composed of grains from 1/16 to 2 millimeters in diameter, dominated in most sandstones by quartz, feldspar, and rock fragments,

bound together by a cement of silica, carbonate, or other minerals or a matrix of clay minerals.

Saprock

Compact, slightly weathered rock with low porosity; defined as having less than 20% of its minerals weathered.

Saprolite

Weathered bedrock in which 20-100% of the minerals are weathered, generally mostly to clays and iron oxides, and the fabric of the parent rock is retained.

Schist

A metamorphic rock characterised by strong foliation or schistosity. Schistose rock type usually named along with major mineral components, eg, tremolite-chlorite schist.

Broken rock fragments on the slope of a hill or mountain.

Sediment

A rock formed by the accumulation and cementation of mineral grains transported by wind, water, or ice to the site of deposition or chemically precipitated at the

depositional site.

A fine grained, laminated sedimentary rock formed from clay, mud and silt.

The deformation and dislocation of rocks, primarily by ductile plastic means, in response to applied stresses during high heat and pressure conditions.

A rock of complex mineralogical composition, formed by contact metamorphism and metasomatism of carbonate rocks.

Silcrete

Silica-rich indurated regolith. Commonly forms a caprock.

A sheet of igneous rock which is flat-lying or has intruded parallel to strata.

Siltstone

A sediment comprised of silt-sized clastic particles.

Sinistral

Lateral movement on a fault whereby the far side block moves to the left, relative to the near side.

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Soil sampling

The determination of relative or absolute abundances of elements in soil

Spinifex Texture

An unusual volcanic texture consisting of very coarse needle-like olivine or pyroxene crystals forming a distinctive criss-crossing pattern. A texture common to,

and often diagnostic of, Archaean komatiite volcanic sequences.

Underground excavations where the ore body is extracted on the plane of the reef.

Stoping

The process of mining the ore body on the plane of the reef.

Stockwork

A network of closely spaced small veins and/or fractures in a rock body, commonly filled by quartz and calcite and sometimes economic minerals.

Stratigraphy

The science of the description, correlation, and classification of strata in sedimentary rocks, including the interpretation of the depositional environments of

those strata.

Strike

The horizontal line contained in any planar feature (inclined bed, dike, fault plane, etc.); also the geographic direction of this horizontal line. Measured as the

angle between True North and the horizontal line.

Strike Length

The horizontal distance along the long axis of a structural surface, rock unit, mineral deposit or geochemical anomaly.

Structure

The three dimensional arrangement and geometry of geological contacts, discontinuities and deformation features, such as bedding, stratification, joints, faults, shear zones, dykes, plutons, folds, foliation and lineation.

Sub Audio Magnetics Survey

A geophysical method that channels electrical current into conductive sub-surface features, generating an electromagnetic field that is detected at the surface. It

produces high-resolution images of conductivity structure in the regolith and bedrock that are useful to mineral exploration.

Subcrop

Bedrock fragments on the surface in an area of thin overburden

5. INVESTIGATING ACCOUNTANT’S REPORT

PO Box 1908

West Perth WA 6872

Australia

West Perth WA 6005

Australia

Tel: +61 8 9481 3188

Fax: +61 8 9321 1204

ABN: 84 144 581 519

AFS Licence No: 418019

www.stantons.com.au

Liability limited by a scheme approved

under Professional Standards Legislation

14 June 2012 The Directors Alicanto Minerals Limited 181 Roberts Road SUBIACO WA 6008 Dear Sirs RE: INVESTIGATING ACCOUNTANT'S REPORT 1. Introduction This report has been prepared at the request of the Directors of Alicanto Minerals Limited (“Alicanto” or “the Company”) for inclusion in a Prospectus to be dated on or around 19 June 2012 (“the Prospectus”) relating to the proposed issue by Alicanto of 12,000,000 shares to be issued at a price of 20 cents per share to raise a gross $2,400,000.

2. Basis of Preparation This report has been prepared to provide investors with information on the unaudited historical results, the unaudited condensed statement of financial position (balance sheet) of Alicanto and the unaudited pro-forma statement of financial position of Alicanto as noted in Appendix 2. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial reports in accordance with the Corporation Act 2001. This report does not address the rights attaching to the securities to be issued in accordance with the Prospectus, nor the risks associated with the investment. Stantons International Securities has not been requested to consider the prospects for Alicanto, the securities on offer and related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. Stantons International Securities accordingly takes no responsibility for those matters or for any matter or omission in the Prospectus, other than responsibility for this report. Risk factors are set out in Sections 1 and 3 of the Prospectus.

3. Background Alicanto was incorporated as Cerberus Minerals Limited (“Cerberus”) on 3 February 2011 with an initial issued capital of 1 share. In August 2011, the Company issued 10,350,000 ordinary shares to the founders and promoters at an issue price of 0.001 cent each to raise a gross $10,350. To 31 August 2011 a further 3,000,000 shares were issued to seed investors at 10 cents each to raise a gross $300,000. Thus the total gross amount received to 31 August 2011 was $310,350. To 31 August 2011, the Company had issued 6,200,000 share options exercisable at 20 cents each on or before 31 July 2015 with a deemed fair value of $248,258 and issued 500,000 share options exercisable at 30 cents each on or before 31 July 2015 with a deemed fair value of $16,636. Following shareholder approval in May 2012, the Company changed its name to Alicanto Minerals Limited. In May 2012, the Company issued 500,000 shares at 10 cents each to raise a gross $50,000. In May 2012, the Company issued 3,650,000 share options exercisable at 20 cents each on or before 31 May 2016 and the deemed fair value of such share options was calculated at $148,269. In May 2012, the Company cancelled 350,000 share options exercisable at 20 cents each on or before 31 July 2015. On or about 19 August 2011, the Company entered into an option agreement at a cost of $3,500 with Maka Minerals Pty Ltd (“Maka”) pursuant to which Alicanto (then called Cerberus) had the option to acquire a 70% interest in exploration permits E51/1442 and E51/1443 in Western Australia. The exercise price is the issue of 60,000 shares in Alicanto and the payment of $40,000 to Maka. The original option period was to 31

December 2011 but this was extended to 30 June 2012. An extension of option payment totalling $3,500 was made on 28 December 2011. The option expiry period has been extended to 30 September 2012 at no additional cost. On or about 19 August 2011, the Company entered into an option agreement at a cost of $1,500 with Maka pursuant to which Alicanto (then called Cerberus) had the option to acquire a 70% interest in exploration permits E31/961 in Western Australia. The exercise price is the issue of 30,000 shares in Alicanto and the payment of $15,000 to Maka. The original option period was to 31 December 2011 but this was extended to 30 June 2012. An extension of option payment totalling $1,500 was made on 28 December 2011. The option expiry period has been extended to 30 September 2012 at no additional cost. On or about 19 August 2011, the Company entered into an option agreement at a cost of $3,000 with MPF Exploration Pty Ltd (“MPF”) pursuant to which Alicanto (then called Cerberus) had the option to acquire a 70% interest in exploration permits E31/619 in Western Australia. The exercise price is the issue of 40,000 shares in Alicanto and the payment of $20,000 to MPF. The original option period was to 31 December 2011 but this was extended to 30 June 2012. An extension of option payment totalling $3,000 was made on 28 December 2011. An extension of option payment totalling $1,500 was made on 28 December 2011. The option expiry period has been extended to 30 September 2012 at no additional cost. On or about 19 August 2011, the Company entered into an option agreement at a cost of $2,000 with MPF pursuant to which Alicanto (then called Cerberus) had the option to acquire a 70% interest in exploration permits E51/1365 in Western Australia. The exercise price is the issue of 20,000 shares to MPF and the payment of $15,000 to MPF. The original option period was to 31 December 2011 but this was extended to 30 June 2012. An extension of option payment totalling $2,000 was made on 28 December 2011. The option expiry period has been extended to 30 September 2012 at no additional cost. To exercise the above options Alicanto is to be given conditional approval for Alicanto to be admitted to the Official List of the ASX and where applicable the quotation of the various consideration shares and the conditions to such admission are being reasonably capable of satisfaction. It is expected that the options will be exercised on the Company being granted conditional listing.

In June 2012, the Company and Marcus Harden entered into an employment agreement whereby Marcus Harden was engaged as Chief Geologist of the Company and commences on the date the Company is admitted to the ASX. The annual salary will be $200,000, inclusive of statutory superannuation and is to be reviewed annually. Three months written notice is required to terminate the agreement.

In May 2012, the Company entered into a consultancy agreement with Black Peak Holdings Pty Ltd for the provision of management and consultancy services using inter-alia the services of Stephen Parsons and Hamish Halliday. The agreement is for a two year period and commences on the date which the Company is admitted to the ASX. Market rates are to be paid. 28 days notice is required to be given by the Company to terminate the agreement. Potential investors should read the Prospectus in full that includes an Independent Geologist’s Report and a Solicitor’s Report on Mining Tenements. We make no comments as to ownership or values of the proposed mineral tenement interests of Alicanto. Further details on all significant contracts entered into by the Company since incorporation are referred to in the Material Contracts Section 8 included in the Prospectus.

4. Scope of Examination You have requested Stantons International Securities to prepare an Investigating Accountant’s Report on:

a) The consolidated results (statement of comprehensive income) of Alicanto for the period from

incorporation to 30 April 2012; b) The statement of financial position of Alicanto as at 30 April 2012; and c) The pro-forma statement of financial position of Alicanto at 30 April 2012 adjusted to include funds to be

raised by the Prospectus and the completion of transactions referred to in note 2 of Appendix 3. All of the financial information referred to above has not been audited however has been subject to audit review. The directors of Alicanto are responsible for the preparation and presentation of the historical and pro-forma financial information, including the determination of the pro-forma transactions. We have however examined the financial statements and other relevant information and made such enquiries, as we considered

necessary for the purposes of this report. The scope of our examination was substantially less than an audit examination conducted in accordance with Australian Auditing Standards and accordingly, we do not express such an opinion. Our examination included:

a) discussions with directors and other key management of Alicanto; b) review of contractual arrangements; c) a review of publicly available information; and d) a review of work papers, accounting records and other documents.

5. Opinion In our opinion, the pro-forma consolidated statement of financial position as set out in Appendix 2 presents fairly, the pro-forma consolidated statement of financial position of Alicanto as at 30 April 2012 in accordance with the accounting methodologies required by Australian Accounting Standards on the basis of assumptions and transactions set out in Appendix 3. No opinion is expressed on the historical results and statements of financial position, as shown in Appendix 1, except to state that nothing has come to our attention which would require any further modification to the financial information in order for it to present fairly, the statements of financial position as at 30 April 2012 and the results of the period identified. To the best of our knowledge and belief, there have been no other material items, transactions or events subsequent to 31 May 2012 that have come to our attention during the course of our review which would cause the information included in this report to be misleading.

6. Other Matters At the date of this report, Stantons International Securities or Stantons International Audit and Consulting Pty Ltd (“Stantons International”) does not have any material interest in Alicanto either directly or indirectly, or in the outcome of the offer. Stantons International was appointed as auditors of Alicanto in May 2011. Stantons International Securities and Stantons International were not involved in the preparation of any other part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. Stantons International Securities consents to the inclusion of this report (including Appendices 1 to 3) in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn. Yours faithfully

STANTONS INTERNATIONAL SECURITIES

J P Van Dieren - FCA Director

INVESTIGATING ACCOUNTANT’S REPORT

APPENDIX 1 – UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME

Alicanto from incorporation to

30 April 2012 $

Interest income - Share based payments 264,894 General, legal and administration costs Exploration costs expensed

44,246 54,441

Net (loss) before tax 363,581 Income tax expense attributable to net loss -

Net (loss) after tax 363,581 Other Comprehensive Income -

Total Comprehensive (Loss) for the period 363,581

APPENDIX 2 – UNAUDITED CONDENSED STATEMENTS OF FINANCIAL POSITION

Note Alicanto

30 April 2012 $

Pro-forma Alicanto

30 April 2012 $

Current Assets Cash assets 3 221,663 2,313,163

Total Current Assets 221,663 2,313,163

Non Current Assets Capitalised acquisition costs 4 - 125,000

Total Non Current Assets - 125,000

Total Assets 221,663 2,438,163

Current Liabilities Trade and other payables 5 10,000 -

Total Current Liabilities 10,000 -

Total Liabilities 10,000 -

Net Assets 211,663 2,438,163

Equity Issued capital 6 310,350 2,536,850 Option reserve 7 264,894 413,163 Accumulated losses 8 (363,581) (511,850)

Total Equity 211,663 2,438,163

Notes to and forming part of the above unaudited condensed statement of financial position are attached.

INVESTIGATING ACCOUNTANT’S REPORT

APPENDIX 3

CONDENSED NOTES TO THE UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME AND CONDENSED STATEMENTS OF FINANCIAL POSITION

1. Statement of Significant Accounting Policies (a) Basis of Accounting The unaudited condensed Statement of Comprehensive Income and unaudited condensed

Statements of Financial Position have been prepared in accordance with applicable accounting standards, the Corporations Act 2001 and mandatory professional reporting requirements in Australia (including the Australian equivalents of International Financial Reporting Standards) and we have made such disclosures as considered necessary. They have also been prepared on the basis of historical cost and do not take into account changing money values. The accounting policies have been consistently applied, unless otherwise stated. The financial statements have been prepared on a going concern basis that is dependent on the IPO being successful and/or the Company raising additional seed capital to continue in business.

(b) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any non assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantially enacted as at balance date. Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxation profit or loss. Deferred income tax assets are recognised to the extent that it is probable that the future tax profits will be available against which deductible temporary differences will be utilised. The amount of the benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in the income taxation legislation and the anticipation that the economic unit will derive sufficient future assessable income to enable the benefits to be realised and comply with the conditions of deductibility imposed by law.

(c) Exploration, Evaluation and Development Expenditure

Exploration and evaluation expenditure and acquisition costs on areas of interest are normally be expensed but will be assessed on a case by case basis and may be capitalised to areas of interest and carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest or, where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated acquisition costs in respect of that area are written off in the financial period the decision is made. Each area of interest is also reviewed at the end of each accounting period and accumulated costs written off to the extent that they will not be recoverable in the future. Where projects have advanced to the stage that directors have made a decision to mine, they are classified as development properties. When further development expenditure is incurred in respect of a development property, such expenditure is carried forward as part of the cost of that development property only when substantial future economic benefits are established. Otherwise such expenditure is classified as part of the cost of production or written off where production has not commenced.

(d) Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value, less where applicable, any accumulated depreciation and impairment losses. The carrying amount of the plant and equipment is reviewed annually by the Directors to ensure it is not in excess of the recoverable amount of these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employed and their subsequent disposal. The expected net cash flows have been discounted to their present value in determining recoverable amounts.

Depreciation The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight line basis over their useful lives to the Company commencing from the time the asset is held ready for use. The asset’s residual value and useful lives are reviewed and adjusted if appropriate, at each balance sheet date. An assets’ carrying value is written down immediately to its recoverable amount if the asset’s carrying value is greater than the estimated recoverable amount. Gains and losses on disposal are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.

(e) Trade and other accounts payable Trade and other accounts payable represent the principal amounts outstanding at balance date,

plus, where applicable, any accrued interest. (f) Recoverable Amount of Non Current Assets The carrying amounts of non-current assets are reviewed annually by directors to ensure they

are not in excess of the recoverable amounts from those assets. The recoverable amount is assessed on the basis of the expected net cash flows, which will be received from the assets employed and subsequent disposal. The expected net cash flows have been or will be discounted to present values in determining recoverable amounts.

(g) Operating Revenue Revenue represents interest received and reimbursements of exploration expenditures.

(h) Issued Capital Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity

as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.

(i) Employee benefits

Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, and long service leave.

Liabilities arising in respect of wages and salaries, annual leave and any other employee

benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.

(j) Share Based Payments

The Group provides benefits to employees (including directors) of the Company in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (“equity-settled transactions”). The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an internal valuation using Black-Scholes or Binomial option pricing models.

The cost of equity-settled transactions is recognised, together with a corresponding increase in

equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Company, will ultimately vest. This opinion is

formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.

No expense is recognised for awards that do not ultimately vest, except for awards where

vesting is conditional upon a market condition. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award.

(k) Critical accounting estimates and judgements

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

Significant accounting judgements In the process of applying the Company’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements: Capitalisation of exploration and evaluation expenditure The Company has capitalised significant exploration, evaluation and acquisition expenditure on the basis either that this is expected to be recouped through future successful development (or alternatively sale) of the Areas of Interest concerned or on the basis that it is not yet possible to assess whether it will be recouped. Significant accounting estimates and assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

Impairment of capitalised exploration and evaluation expenditure The future recoverability of capitalised exploration, evaluation and acquisition expenditure is dependent on an number of factors, including whether the Company decides to exploit the related lease itself, or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, costs of drilling and production, production rates, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

(l) Asset retirement obligations

The Company’s mineral exploration and development activities are subject to various Australian laws and regulations regarding the protection of the environment. As a result of these, the Company is expected to incur expenses from time to time to discharge its obligations under these laws and regulations.

Reclamation and closure costs are estimated based on the Company’s interpretation of current regulatory and operating licence requirements and measured at fair value. Fair value is determined based on the net present value of future cash expenditures expected upon reclamation and closure and subsequent annual recognition of an accretion amount on the discounted liability. Reclamation and closure costs are capitalised as mine development costs and amortised over the life of the mine on a unit-of-production basis.

2 Actual and Proposed Transactions to Arrive at Pro-forma Unaudited Statement of Financial Position

Actual and proposed transactions adjusting the 30 April 2012 unaudited condensed Statement of

Financial Position of Alicanto in the pro-forma Statement of Financial Position of Alicanto are as follows:

(a) The Company issuing 500,000 shares at 10 cents each to raise a gross $50,000 and the issue of

3,650,000 share options at a deemed fair value of $148,269; (b) The issue of 12,000,000 shares at 20 cents each to raise a gross $2,400,000 pursuant to the

Prospectus; (c) The Company paying $90,000 and issuing 150,000 shares at 20 cents each ($30,000) to relating

to the exercise of various options to acquire a 70% interest in various tenements at a deemed cost of $120,000;

(d) The payment of 30 April 2012 accounts payable ($10,000); (e) The payment of cash expenses of the Prospectus issue totalling an estimated $253,500 and the

expensing of such costs against share equity and incurring stamp duty costs not expected to exceed $5,000.

Note 2 Unaudited

Alicanto 30 April 2012

Unaudited Alicanto

Pro-forma 30 April 2012

$ 3. Cash Assets

The movements in cash assets are as follows: Unaudited 30 April 2012 221,663 221,663 Issue of seed shares (a) - 50,000 Issue of shares pursuant to the Prospectus (b) - 2,400,000 Payment to vendors (c) - (90,000) Payment of payables (d) - (10,000) Prospectus and other costs (e) - (258,500)

221,663 2,313,163

4. Capitalised Acquisition costs

Balance as at 30 April 2012 - - Further acquisition costs (cash and shares) (c)(e) - 125,000

- 125,000

5. Trade and other payables Trade and other payables 10,000 10,000 Less: Payment of payables (d) - (10,000)

10,000 -

6. Issued Capital

10,350,001 ordinary shares as at 30 April 2012 310,350 310,350 500,000 shares at 10 cents each (a) - 50,000 12,000,000 shares pursuant to the Prospectus (b) - 2,400,000 150,000 shares to vendors (c) - 30,000

310,350 2,790,350 Less: estimated share issue costs (e) - (253,500)

Pro-forma (23,000,001 ordinary fully paid shares) 310,350 2,536,850

7. Option Reserve Balance as at 30 April 2012 264,894 264,894 Issue of 3,650,000 share options (a) - 148,269

264,894 413,163

In total there are 5,850,000 share options exercisable at 20 cents, on or before 31 July 2015, 500,000 share options exercisable at 30 cents each on or before 31 July 2015 and 3,650,000 share options exercisable at 20 cents, on or before 31 May 2016.

Note 2 Unaudited Alicanto

30 April 2012

Unaudited Alicanto

Pro-forma 30 April 2012

8. Accumulated Losses Balance as at 30 April 2012 363,581 363,581 Issue of share options (a) - 148,269

363,581 511,850

9. Contingent Liabilities and Commitments

Based on discussions with the Directors, to our knowledge, the Company has no other material commitment or contingent liabilities not otherwise disclosed in this Investigating Accountant’s Report (refer Background section 3) and in the Prospectus. Investors should read the Independent Geologist’s Report, the Solicitor’s Report on Mining Tenements and the Material Contracts section 8 for further possible contingencies and commitments. A number of tenements may be subject to possible native title claims. For details on proposed exploration commitments on mineral tenements, refer to the Independent Geologist’s Report in the Prospectus and the Investment Overview (Use of Funds) section of the Prospectus.

10. Employment and Consultancy Contacts Refer Background Section 3 of this report for the details on fees payable for geological, management, and consultancy services. In addition Director Fees are payable. The Company is also committed to pay for the provision of administration, bookkeeping and corporate services at a monthly fee of $3,000 plus GST commencing on the date which the Company is admitted to the ASX.

6. SOLICITOR’S REPORT ON TENEMENTS

18 June 2012 The Board of Directors Alicanto Minerals Limited 181 Roberts Road SUBIACO WA 6008 Dear Sirs

SOLICITOR’S REPORT ON TENEMENTS

This Report is prepared for inclusion in a prospectus for the issue of 12,000,000 fully paid ordinary shares (Shares) in the capital of Alicanto Minerals Limited (Company) at an issue price of $0.20 cents per share to raise $2,400,000 (Prospectus).

1. SCOPE

We have been requested to report on certain mining tenements in which the Company has an interest (the Tenements). The Tenements are located in Western Australia.

A schedule of the Tenements is attached to and forms part of this report (Schedule). Part I of the Schedule contains a list of the Tenements. Part II of the Schedule contains a summary of the status of the native title claims existing over the Tenements.

2. SEARCHES

For the purposes of this Report, we have conducted searches and made enquiries in respect of all of the Tenements as follows.

(a) We have obtained searches of the Tenements from the registers maintained by the Western Australian Department of Mines and Petroleum (DMP). These searches were conducted on 18 June 2012. Key details on the status of the Tenements are set out in Part I of the Schedule.

(b) We have obtained extracts of registered native title claims, native title determinations and Indigenous Land Use Agreements (ILUAs) that apply to the Tenements, as determined by the National Native Title Tribunal (NNTT). This material was obtained on 21 May 2012. Details of native title

claims, native title determinations and ILUAs are set out in Section 7 of this Report and Part II of the Schedule.

(c) We have obtained searches from the online Aboriginal Heritage Enquiry System (AHE) maintained by the Western Australian Department of Indigenous Affairs (DIA) for Aboriginal sites recorded in the Register of Aboriginal sites that overlap the Tenements. This material was obtained on 21 May 2012. Key details of Aboriginal sites identified as a result of our searches are set out in Part I of the Schedule.

(d) We have obtained from the DMP Tengraph Quick Appraisals of the Tenements. This material was obtained on 21 May 2012.

(e) We have reviewed all material agreements relating to the Tenements provided to us or registered as dealings against the Tenements as at the date of the DMP searches and have summarised the material terms (details of which are set out in Section 8.1 of the Prospectus).

3. OPINION

As a result of our searches and enquiries, but subject to the assumptions and qualifications set out in this Report, we are of the view that, as at the date of the relevant searches:

(a) (Company’s Interest): this Report provides an accurate statement as to the Company’s interest in the Tenements;

(b) (Title and Good Standing): all of the Tenements have been granted and are in good standing as far as the payment of rent or incurring of expenditure is concerned; and

(c) (Third party interests): this Report provides an accurate statement as to third party interests, including encumbrances, in relation to the Tenements.

4. EXECUTIVE SUMMARY

Subject to the qualifications and assumptions in this Report, we consider the following to be material issues in relation to the Tenements:

(a) Company’s Interest: The Company does not have a registered interest in the Tenements. However, the Company holds an equitable interest in these Tenements pursuant to four binding terms sheets pursuant to which the Company acquired an option to acquire each of the Tenements from their holders (Terms Sheets). The material terms of the option agreements are set out in Section 8.1 of the Prospectus.

(b) (Caveats): Pursuant to the Terms Sheet, the Company is entitled to lodge caveats over the Tenements in order to protect its interests in the Tenements under those agreements. On 14 June 2012 the Company lodged caveats at the DMP to protect its interests in the Tenements.

(c) Third party interests: There are no third party dealings registered against the Tenements as at the date of our search of the DMP Register.

(d) Material contracts: The Company’s interest in the Tenements arises pursuant to option agreements entered into by the Company on 19 August 2011. The option agreements are summarised in Section 8.1 of

the Prospectus. We have not reviewed any other agreements relating to the Tenements.

(e) Native title: There are native title claims is registered against some of the Tenements. Further details are provided in Parts I and II of the Schedule.

(f) Aboriginal heritage sites: There are areas and objects of Aboriginal heritage registered on some of the Tenements. Further details are provided in Part I of the Schedule.

(g) (Pastoral Lease): all of the Tenements overlap with pastoral leases as follows:

(i) E51/1365 - pastoral lease 3114/1088 (Killara);

(ii) E31/619 and E31/961 - pastoral lease 3114/707 (Yerilla);

(iii) E51/1442 – pastoral lease 3114/598 (Sherwood); and

(iv) E51/1443 – pastoral lease 3114/598 (Sherwood) and pastoral lease 3114/820 (Murchison Downs).

We are not aware of any agreements nor have we been provided with any agreements in relation to the Pastoral Leases overlapping with the above Tenements. Further details are set out in Section 8 of this Report and Part I of the attached Schedule.

5. DESCRIPTION OF THE TENEMENTS

The Tenements comprise five (5) granted exploration licences granted under the Mining Act 1978 (WA) (Mining Act). Schedule I provides a list of the Tenements. The following provides a description of the nature and key terms of exploration licences as set out in the Mining Act.

5.1 Exploration Licence

Application: A person may lodge an application for an exploration licence and the Minister decides whether to grant the application. An application for an exploration licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.

Rights: The holder of an exploration licence is entitled to enter the land and undertake operations for the purposes of exploration for minerals.

Term: An exploration licence has a term of 5 years from the date of grant. The Minister may extend the term by a further period of 5 years followed by a further period or periods of 2 years.

Where an exploration licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

Rent: The holder of an exploration licence is required to pay an annual rent to the DMP. A tenement is liable to forfeiture where rent is not paid when due.

Retention Status: The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Minister may approve the application where there is an identified mineral resource within the exploration licence but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum

expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease.

Conditions: Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. A failure to comply with these conditions may lead to forfeiture of the exploration licence.

Relinquishment: The holder of an exploration licence granted or applied for before 10 February 2006 must relinquish not less than half of the blocks comprising the licence at the end of the third year. A further relinquishment of not less than half of the remaining blocks is required at the end of the fourth year. The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year. A failure to lodge the required partial surrender could render the tenement liable for forfeiture.

Priority to apply for Mining Lease: The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to the expiry of the exploration licence. The exploration licence remains in force until the application for the mining lease is determined.

Conversion to mining lease: An application for conversion of an exploration licence to one or more mining leases must be accompanied by a notice of intent to commence productive mining operations or a “mineralisation report” prepared by a qualified person and a statement setting out information about proposed mining operations. A mining lease accompanied by a “mineralisation report” will only be approved where the Director Geological Survey considers that there is a reasonable prospect that the mineralisation identified will result in a mining operation. Upon grant, a mining lease remains in force for a period of 21 years and may be renewed for successive periods of 21 years.

(Under Expenditure and Forfeiture): The holder of an exploration licence must comply with the prescribed minimum expenditure conditions unless the holder has been granted an exemption (in whole or part) from those conditions by the Minister. To obtain an exemption, the holder of an exploration licence must apply to the Minister for the exemption before the end of the tenement year to which the minimum expenditure relates, or within 60 days after the end of that tenement year (unless an extension has been granted).

There are prescribed grounds upon which the Minister may grant an exemption, set out in the Mining Act. If the exemption is granted, the Minister will issue a Certificate of Exemption and the holder will be deemed to be relieved to the extent, and subject to the conditions, specified in the certificate.

If the exemption is refused, the DMP will commence forfeiture proceedings and the Minister may declare the tenement to be forfeited or may impose a fine in lieu of forfeiture or decide to take no further action. Where the Minister has imposed a fine, if the fine is not paid by the date specified by the Minister, or within 30 days of written notice of the fine being imposed, the licence is forfeited.

Transfer: No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister. Thereafter, there is no restriction on transfer or other dealing.

6. ABORIGINAL HERITAGE

There are areas or objects of Aboriginal heritage located on the Tenements.

We have obtained searches from the online Aboriginal Heritage Enquiry System maintained by the department for Indigenous Affairs (DIA) for the Aboriginal sites registered on the Western Australian Register of Aboriginal sites over the Tenements. Aboriginal sites were identified from our searches on some of the Tenements. Further details are set out in Part I of the attached Schedule. However, there is no obligation under the relevant legislation to register sites or objects and the exact location of Aboriginal sites within the area of a known site cannot be ascertained from these searches.

We have not obtained information from the Commonwealth in connection with any places, areas and objects, which are the registered or recognised in the National Heritage List, the Commonwealth Heritage List or other heritage lists or registers maintained by the Commonwealth.

The Company must ensure that it does not breach the Commonwealth and applicable State legislation relating to Aboriginal heritage as set out below. To ensure that it does not contravene such legislation, it would be prudent for the Company (and it would accord with industry practice and Aboriginal expectations) to conduct heritage surveys to determine if any Aboriginal sites or objects exist within the area of the Tenements. Any interference with these sites or objects must be in strict conformity with the provisions of the relevant legislation. It may also be necessary for the Company to enter into separate arrangements with the traditional owners of the sites.

6.1 Commonwealth Legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Commonwealth Heritage Act) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

6.2 Western Australian Legislation

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) (WA Heritage Act).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons.

The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is no requirement for a site to be registered and the WA Heritage Act protects all registered and unregistered sites.

7. NATIVE TITLE

7.1 Introduction

This section of the Report examines the effect of native title on the Tenements.

The existence of native title rights held by indigenous Australians was first recognised in Australia in 1992 by the High Court in the case Mabo v.

Queensland (No.2) (1992) 175 CLR 1 (Mabo No.2).

Mabo no. 2 held that certain land tenure existing as at the date of that case, including mining tenements, where granted or renewed without due regard to native title rights, were invalid.

As a result of Mabo No. 2, the Native Title Act 1993 (Cth) (NTA) was passed to:

(a) provide a process for indigenous people to lodge claims for native title rights over land, for those claims to be registered by the National Native Title Tribunal (NNTT) and for the Courts to assess native title claims and determine if native title rights exist. Where a Court completes the assessment of a native title claim, it will issue a native title determination that specifies whether or not native title rights exist;

(b) provide (together with associated State legislation) that any land tenures granted or renewed before 1 January 1994 were valid despite Mabo no. 2. This retrospective validation of land tenure was subsequently extended by the NTA to include freehold and certain leasehold (including pastoral leases) granted or renewed before 23 December 1996; and

(c) provide that an act that may affect native title rights (such as the grant or renewal of a mining tenement) carried out after 23 December 1996 (a Future Act) must comply with certain requirements for the Future Act to be valid under the NTA. These requirements are called the Future Act

Provisions.

The Future Act Provisions are summarised in Section 7.2 below, following which the Report identifies:

(a) native title claims and determinations that are registered against the Tenements (see Section 7.3);

(b) Tenements which have been retrospectively validated under the NTA as being granted before 23 December 1996 (see Section 7.4);

(c) Tenements which have been granted after 23 December 1996 and as such will need to have been granted following compliance with the Future Act Provisions to be valid under the NTA. This Report assumes that the Future Act Provisions have been complied with in relation to these Tenements (see Section 7.4); and

(d) Tenements which are yet to be granted and which may need to comply with the Future Act Provisions in order to be valid under the NTA (see Section 7.4).

Note that the grant of a Tenement does not need to comply with the Future Act Provisions if in fact native title has never existed over the land covered by the Tenement, or has been validly extinguished prior to the grant of the Tenement. We have not undertaken the extensive research needed to determine if in fact

native title does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (e.g. in relation to freehold land), the usual practice of the State is to comply with the Future Act Provisions when granting a Tenement. This ensures the grant will be valid in the event a court determines that native title rights do exist over the land subject to the Tenement and as such, the Future Act Provisions apply.

Where a Tenement has been retrospectively validated or validly granted under the NTA, the rights under the Tenement prevail over any inconsistent native title rights.

Compensation

The Mining Act provides that holders of mining tenements are liable for compensation in relation to native title. As a result, if it is determined that native title exists over any of the land the subject of the Tenements and the holders of the native title apply to the Federal Court for compensation, the holder of the mining tenements may be liable and directed to pay any compensation determined. To date, the Federal Court has not awarded compensation in relation to native title (please note that few compensation claims have been lodged).

7.2 Future Act Provisions

The Future Act Provisions vary depending on the Future Act to be carried out. In the case of the grant of a mining tenement, typically there are three alternatives: the Right to Negotiate, an Indigenous Land Use Agreement (ILUA) and the Expedited Procedure. These are summarised below.

Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the applicant for the Tenement and any registered native title claimants and holders of native title rights. The aim is to agree the terms on which the Tenement can be granted. The applicant for the Tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title. The parties may also agree on conditions that will apply to activities carried out on the Tenement (e.g. in relation to heritage surveys).

If agreement is not reached to enable the Tenement to be granted, the matter may be referred to arbitration before the NNTT, which has six (6) months to decide whether the Tenement can be granted and if so, on what conditions. The NNTT usually requires the parties to have had at least 6 months of negotiations before it will accept a referral for arbitration.

An ILUA is a contractual arrangement governed by the NTA. Under the NTA, an ILUA must be negotiated with all registered native title claimants for a relevant area. The State and the applicant for the Tenement are usually the other parties to the ILUA.

An ILUA must set out the terms on which a tenement can be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders

of native title in return for the grant of the Tenement being approved. These obligations pass to a transferee of the tenement.

Once an ILUA is agreed and registered, it binds the whole native title claimant group and all holders of native title in the area (including future claimants), even though they may not be parties to it.

Expedited Procedure

The NTA establishes a simplified process for the carrying out of a Future Act that is unlikely to adversely affect native title rights (Expedited Procedure). The grant of a tenement can occur under the Expedited Procedure if:

(a) the grant will not interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land;

(b) the grant is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of native title in relation to the land; and

(c) the grant is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

If the State considers the above criteria are satisfied, it commences the Expedited Procedure by giving notice of the proposed grant of the Tenement in accordance with the NTA. Persons have until three (3) months after the notification date to take steps to become a registered native title claimant or native title holder in relation to the land to be subject to the Tenement.

If there is no objection lodged by a registered native title claimant or a native title holder within four (4) months of the notification date, the State may grant the Tenement.

If one or more registered native title claimants or native title holders object within that four (4) month notice period, the NNTT must determine whether the grant is an act attracting the Expedited Procedure. If the NNTT determines that the Expedited Procedure applies, the State may grant the Tenement. Otherwise, the Future Act Provisions (eg Right to Negotiate or ILUA) must be followed before the Tenement can be granted.

The State of Western Australia currently follows a policy of granting prospecting and exploration licenses under the Expedited Procedure where the applicant has entered into a standard aboriginal heritage agreement with the relevant registered native title claimants and native title holders. The standard heritage agreement (and ancillary agreements) usually provide for payment of compensation by the applicant for the tenement and conditions that apply to activities carried out within the tenement.

Exception to requirement to comply with Future Act Provisions

The grant of a Tenement does not need to comply with the Future Act Provisions if in fact native title has never existed over the land covered by the Tenement, or has been validly extinguished prior to the grant of the Tenement. We have not undertaken the extensive research needed to determine if in fact native title does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (eg in relation to freehold land), the usual practice of the State is to comply with the Future Act Provisions when granting a Tenement. This ensures the grant will be valid in the event a court determines that native title rights do exist over the land subject to the Tenement and as such, the Future Act Provisions apply.

Where a Tenement has been retrospectively validated or validly granted under the NTA, the rights under the Tenement prevail over any inconsistent native title rights.

Application to the Tenements

The following sections of the Report identify:

(a) any native title claims, native title determinations and ILUAs that are registered against the Tenements (see Section 7.3);

(b) any Tenements which have been retrospectively validated under the NTA as being granted before 23 December 1996 (see Section 7.4);

(c) any Tenements which have been granted after 23 December 1996 and as such will need to have been granted following compliance with the Future Act Provisions to be valid under the NTA. This Report assumes that the Future Act Provisions have been complied with in relation to these Tenements (see Section 7.4); and

(d) any Tenements which are yet to be granted and as such may need to be granted in compliance with the Future Act Provisions in order to be valid under the NTA (see Section 7.4).

7.3 Registered Native Title Claims and Determinations

Our searches indicate that the Tenements are subject to the following registered native title claims.

Tenement Native Title Claim Native Title

Determination

E51/1365 WC99/46 - WI2012/001

E51/1442 WC99/46 - WI2012/001

E51/1443 WC99/46 - WI2012/001

The status of the native title claim and the ILUA are summarised in Part II of the Schedule.

The native title claimants and holders of native title under any determination are entitled to certain rights under the Future Act Provisions.

7.4 Validity of Tenements under the NTA

The sections below examine the validity of the Tenements under the NTA.

Tenements granted before 23 December 1996

Our searches indicate that none of the Tenements were granted before 23 December 1996.

Tenements granted after 23 December 1996

Our searches indicate that all of the Tenements were granted after 23 December 1996.

Tenement Date of Grant

E51/1365 23/07/2010

E31/619 02/07/2010

E31/961 24/08/2011

E51/1442 05/07/2011

E51/1443 05/07/2011

We have assumed that these Tenements were granted in accordance with the Future Act Provisions and as such are valid under the NTA.

Tenements renewed after 23 December 1996

Renewals of mining tenements made after 23 December 1996 must comply with the Future Act Provisions in order to be valid under the NTA.

An exception is where the renewal is the first renewal of a mining tenement that was validly granted before 23 December 1996 and the following criteria are satisfied:

(a) the area to which the mining tenement applies is not extended;

(b) the term of the renewed mining tenement is not longer than the term of the old mining tenement; and

(c) the rights to be created are not greater than the rights conferred by the old mining tenement.

In such cases, the mining tenement can be renewed without complying with the Future Act Provisions. It is currently uncertain whether this exemption applies to a second or subsequent renewal of such a mining tenement.

Our searches indicate that none of the Tenements were renewed after 23 December 1996.

Renewals of Tenements in the future will need to comply with the Future Act Provisions in order to be valid under the NTA. The registered native title claimants and holders of native title identified in Section 7.3 of this Report will need to be involved as appropriate under the Future Act Provisions.

Valid grant of Applications for Tenements

The Future Act Provisions must be complied with when granting any of the Tenements that are currently applications. This will ensure that the newly granted Tenements are valid under the NTA.

None of the Tenements are currently applications and as such will need to satisfy the Future Act Provisions.

The registered native title claimants and holders of native title identified in Section 7.3 of this Report will need to be involved as appropriate under the Future Act Provisions.

8. PASTORAL LEASES

As set out in Part I of the attached Schedule of this Report all of the exploration licences overlap with pastoral leases as follows:

(a) E51/1365 – pastoral lease 3114/1088 (Killara);

(b) E31/619 and E31/961 – pastoral lease 3114/707 (Yerilla);

(c) E51/1442 - pastoral lease 3114/598 (Sherwood); and

(d) E51/1443 – pastoral lease 3114/598 (Sherwood) and pastoral lease 3114/820 (Murchison Downs).

The Mining Act:

(a) prohibits the carrying out of mining activities on or near certain improvements and other features (such as livestock and crops) on Crown land (which includes a pastoral lease) without the consent of the lessee;

(b) imposes certain restrictions on a mining tenement holder passing through Crown land, including requiring that all necessary steps are taken to notify the occupier of any intention to pass over the Crown land and that all necessary steps are taken to prevent damage to improvements and livestock; and

(c) provides that the holder of a mining tenement must pay compensation to an occupier of Crown land (i.e. the pastoral lessee) in certain circumstances, in particular to make good any damage to improvements, and for any loss suffered by the occupier from that damage or for any substantial loss of earnings suffered by the occupier as a result of, or arising from, any exploration or mining activities, including the passing and re-passing over any land.

We have been advised by the Company and the Company has confirmed that to the best of its knowledge it is not aware of any improvements and other features on the land the subject of the pastoral leases which overlaps the Tenements which would require the Company to obtain the consent of the occupier or lease holder or prevent the Company from undertaking its proposed mining activities on the Tenements.

Before commencing mining operations on any of the Tenements, the Company should consider entering into a compensation and access agreement with the pastoral lease holders to ensure the requirements of the Mining Act are satisfied and to avoid any disputes arising. In the absence of agreement, the Warden’s Court determines compensation payable.

The DMP imposes standard conditions on mining tenements that overlay pastoral leases. It appears the Tenements incorporate the standard conditions.

9. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

(a) we have assumed the accuracy and completeness of all Tenement searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;

(b) we assume that the registered holder of a Tenement has valid legal title to the Tenement;

(c) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our searches and the information provided to us;

(d) we have assumed that any agreements provided to us in relation to the Tenements are authentic, were within the powers and capacity of those who executed them, were duly authorised, executed and delivered and are binding on the parties to them;

(e) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements complied with the applicable Future Act Provisions;

(f) Aboriginal heritage sites or objects (as defined in the WA Heritage Act or under the Commonwealth Heritage Act) may exist in the areas covered by the Tenements regardless of whether or not that site has been entered on the Register of Aboriginal Sites established by the WA Heritage Act or is the subject of a declaration under the Commonwealth Heritage Act. We have not conducted any legal, historical, anthropological or ethnographic research regarding the existence or likely existence of any such Aboriginal heritage sites or objects within the area of the Tenements;

(g) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;

(h) unless apparent from our searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;

(i) with respect to the application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;

(j) references in the Schedule to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey; and

(k) the information in the Schedule is accurate as at the date the relevant searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the searches and the date of the Prospectus.

10. CONSENT

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 disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

STEINEPREIS PAGANIN

PART I

TENEMENT SCHEDULE

TENEMENT REGISTERED HOLDER /

APPLICANT

SHARES HELD

GRANT DATE EXPIRY DATE AREA SIZE (Blocks)

ANNUAL RENT (NEXT RENTAL

MINIMUM ANNUAL

EXPENDITURE

ENCUMBRANCES/ DEALINGS

BONDS NATIVE TITLE CLAIMS /

DETERMINATIONS / ILUAs

AHE ABORIGINAL HERITAGE SITE

SEARCH on

E31/619 MPF Exploration

Pty Ltd

100 02/07/2010 01/07/2015 4 BL $454 $15,000 Extension of Time 161668 –

lodged 19 December

Application to Amend 320964

– lodged 14 May 2009

Amalgamation 370 320 –

lodged 27 April 2011

Application to Amend 388714

– lodged 6 January 2012

Caveat 399667 – lodged 14 June 2012

Nil Nil Nil 1 and 2, 4 – 9, 11 and 12 and 14 below

E51/1365 MPF Exploration

Pty Ltd

100 23/07/2010 01/07/2015 21 BL $2,383.50 $21,000 Application to Amend 388716

Nil WC99/46 – Yugunga-Nya (Registered)

Nil 1 and 2,4 - 10 and13 below

E31/961 Maka Minerals Pty Ltd

100 24/08/2011 23/08/2016 12 BL $1,362 $20,000 Application to Amend 388715

Nil Nil Lake Reyside

(Raeside) 2708

1 and 2, 4 - 9, 12 and 14 below

TENEMENT REGISTERED HOLDER /

APPLICANT

SHARES HELD

GRANT DATE EXPIRY DATE AREA SIZE (Blocks)

ANNUAL RENT (NEXT RENTAL

MINIMUM ANNUAL

EXPENDITURE

ENCUMBRANCES/ DEALINGS

BONDS NATIVE TITLE CLAIMS /

DETERMINATIONS / ILUAs

AHE ABORIGINAL HERITAGE SITE

SEARCH on

(Closed, Mythologic

3 – 9, 12, 15, 17 - 22 below

Goldfields Highway

Ceremonial Area 20013

(Open, Ceremonial, Mythologic

1 and 2, 4 – 9, 15 and 16, 18 and

23 below

Key to Tenement Schedule

AHE – Aboriginal Heritage Enquiry

BL - Block

E – Exploration Licence

All of the native title claims listed in the Schedule have been accepted and entered on the Register of Native Title Claims. Please refer to Part II of this Report for the status of the native title claims.

Unless otherwise indicated, capitalised terms have the same meaning given to them in the Prospectus.

References to numbers in the “Notes” column refers to the notes following this table. Notes: Endorsements

1. The Licensee’s attention is drawn to the provisions of the Aboriginal Heritage Act 1972 and any Regulations thereunder.

2. The Licensee’s attention is drawn to the Environmental Protection Act and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.

3. The Licensee’s attention is drawn to the provisions of:

• Aboriginal heritage Act 1972 and any Regulations there under;

• Environmental Protection Act 1986 and the Environmental Protection (Clearing of Native Vegetation) Regulations 2004, which provides for the protection of all native vegetation from damage unless prior permission is obtained.

• Water and Reserves Commission Act 1995 and any Regulations thereunder;

• Country Areas Water Supply Act 1947 and any Regulations thereunder; and

• Metropolitan Water Supply Sewerage and Drainage Act 1909 and any Regulations thereunder.

Conditions

4. All surface holes drilled for the purpose of exploration are to be capped, filled or otherwise made safe after completion.

5. All disturbances to the surface of the land made as a result of exploration, including costeans, drill pads, grid lines and access tracks, being backfilled and rehabilitated to the satisfaction of the Environmental Officer, Department of Mines and Petroleum (DMP). Backfilling and rehabilitation being required no later than 6 months after excavation unless otherwise approved in writing by the Environmental Officer, DMP.

6. All waste materials, rubbish, plastic sample bags, abandoned equipment and temporary buildings being removed from the mining tenement prior to or at the termination of exploration program.

7. Unless the written approval of the Environmental Officer, DMP is first obtained, the use of drilling rigs, scrapers, graders, bulldozers, backhoes or other mechanised equipment for surface disturbance or the excavation of costeans is prohibited. Following approval, all topsoil being removed ahead of mining operations and separately stockpiled for replacement after backfilling and/or completion of operations.

8. The Licensee notifying the holder of any underlying pastoral or grazing lease by telephone or in person, or by registered post if contact cannot be made, prior to undertaking airborne geophysical surveys or any ground disturbing activities utilising equipment such as scrapers, graders, bulldozers, backhoes, drilling rigs; water carting equipment or other mechanised equipment. .

9. The Licensee or transferee, as the case may be, shall within thirty (30) days of receiving written notification of: the grant of the Licence or registration of a transfer introducing a new Licensee advise, by registered post, the holder of any underlying pastoral or grazing lease details of the grant or transfer.

10. Consent to Mine on Peak Hill Stock Route CR 9699 granted subject to the following condition: No exploration activities being carried out on Peak Hill Stock Route Reserve 9699 which restrict the use of the reserve.

11. No exploration activities on Historic Cemetery Site Reserve 4587 and such activities within a distance of 140 metres laterally from the Reserve being confined to below a depth of 50 metres from the lowest part of the surface of the land with rights to ingress and egress from the said Reserve being at all times preserved to the public.

12. No interference with the use of the Aerial Landing Ground and mining thereon being confined to below a depth of 15 metre from the natural surface.

13. The Tengraph searches indicate this tenement overlaps Pastoral Lease 3114/1088 (Killara).

14. The Tengraph searches indicate that these tenements overlap Pastoral Lease 3114/707 (Yerilla).

15. The Tengraph searches indicate that these tenements overlap Pastoral Lease 3114/598 (Sherwood).

16. The Tengraph searches indicate that these tenements overlap Pastoral Lease 3114/820 (Murchison Downs).

17. The prior written consent of the Minister responsible for the Mining Act 1978 being obtained before commencing any exploration activities on Radio Transmitter Site Reserve 41291, Water Reserve 13931 and Recreation Golf Links Reserve 23195.

18. No excavation, except shafts, approaching closer to the Goldfields Highway, Highway verge or the road reserve than a distance equal to twice the depth of the excavation and mining on the Goldfields Highway or Highway verge being confined to below a depth of 30 metres from the natural surface, and on any other road or verge, to below a depth of 15 metres from the natural surface.

19. No interference with Geodetic Survey Stations GGY 2, GGY 1T, GGY 1T.GGY2T and GGY 2T 1 and mining within 15 metres thereof being confirmed to below a depth of 15 metres from the natural surface.

20. No interference with the High Tension line or installations in connection therewith, and the rights of ingress to an egress from the facility being at all times preserved to the owners thereof.

21. Miming on a strip of land 20 metres wide with any pipeline as the centreline being confirmed to below a depth of 31 metres from the natural surface and no mining material being deposited upon such strip and the rights of ingress to and egress from the facility being at all times preserved to the owners thereof.

22. Consent to conduct exploration activities on the Meekatharra Water Reserve granted, subject to:

• Written notification, where practicable, of the time frame, type and extent of proposed ground disturbing activities being forwarded to the Department of Water Geraldton seven days prior to commencement of those activities.

• Any significant waterway (flowing or not), wetland or its fringing vegetation that may exist on site not being disturbed or removed without prior written approval from the Department of Water.

• The rights of ingress to and egress from the Licence being at all reasonable times preserved to officers of the Department of Water for inspection and investigation purposes.

• The storage and disposal of hydrocarbons, chemicals and potentially hazardous substances being in accordance with the Department of Water’s Guidelines and Water Quality Protection Notes.

• All Mining Act tenement activities within Public Drinking Water Source Areas being prohibited unless prior written approval has been obtained from the Department of Water.

• All Mining Act tenement activities are prohibited within 2 kilometres of the maximum storage level of a reservoir including the reservoir itself, unless the prior written approval of the Department of Water is first obtained.

• Storage and use of hydrocarbons and potentially hazardous substances requiring the prior written approval or appropriate permits from the Department of Water.

• All hydrocarbon pr other pollutant spillage being reported to the Department of Water. Remediation being carried out to the satisfaction of the Department of Water.

• All Mining Act tenement activities are prohibited within a 300-metre radius of any observation well in a Public Drinking Water Source P1, P2 & P3 Areas unless the written approval of the Department of Water is first obtained.

• All Mining Act tenement activities within a 500-metre radius in a P1 area or a 300-metre radius in a P2 or P3 area of any Public Drinking Water Source production well or dam, unless the written approval of the Department of Water is first obtained.

23. No interference with Geodetic Survey Station GGY51, GGY51T 1, GGY52, GGy52A, GGY52AT, GGY53T, GGY53T1 and ZY56 and mining within 15 metres thereof being confined to below a depth of 15 metres from the natural surface.

PART I I

STATUS OF NATIVE TITLE CLAIMS

TRIBUNAL NUMBER

FEDERAL COURT NUMBER

APPLICATION NAME

REGISTERED IN MEDIATION

STATUS

WC99/46 WAD6132/98 Yugunga-Nya People

12/06/2000 Yes Active

TRIBUNAL

NUMBER

NAME APPROXIMATE

AREA (sq km)

STATUS

WI2012/001 Yugunga-Nya People & Sandfire ILUA

22,367 Lodged

7. CORPORATE GOVERNANCE

7.1 ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and

accountability as the basis for the administration of corporate governance. The

Board is committed to administering the policies and procedures with openness

and integrity, pursuing the true spirit of corporate governance commensurate

with the Company's needs.

To the extent applicable, the Company has adopted The Corporate

Governance Principles and Recommendations (2nd Edition) as published by ASX

Corporate Governance Council (Recommendations).

In light of the Company’s size and nature, the Board considers that the current

board is a cost effective and practical method of directing and managing the

Company. As the Company’s activities develop in size, nature and scope, the

size of the Board and the implementation of additional corporate governance

policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the

date of this Prospectus are outlined below and the Company’s full Corporate

Governance Plan is available in a dedicated corporate governance information

section of the Company’s website (www.alicantominerals.com.au).

Board of directors

The Board 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:

(a) maintain and increase Shareholder value;

(b) ensure a prudential and ethical basis for the Company’s conduct and

activities; and

(c) ensure compliance with the Company’s legal and regulatory

objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(a) developing initiatives for profit and asset growth;

(b) reviewing the corporate, commercial and financial performance of the

Company on a regular basis;

(c) acting on behalf of, and being accountable to, the Shareholders; and

(d) 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 the Board discussions on a

fully-informed basis.

Composition of the Board

Election of Board members is substantially the province of the Shareholders in

general meeting. However, subject thereto, the Company is committed to the

following principles:

(a) the Board is to comprise persons with a blend of skills, experience and

attributes appropriate for the Company and its business; and

(b) 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 advisors, has been committed to by the Board.

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.

Performance evaluation

In the absence of a nomination committee, the Board will conduct a

performance evaluation of its individual Directors on an annual basis and

examine ways of assisting the Board in performing its duties more effectively. To

assist in this process an independent advisor may be used.

Where applicable, the review will include:

(a) comparing the performance of the Board with the requirements of its

Charter;

(b) examination of the Board’s interaction with management;

(c) the nature of information provided to the Board by management; and

(d) management’s performance in assisting the Board to meet its

objectives.

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 total maximum remuneration of non-executive Directors is initially set by the

Constitution and subsequent variation is by ordinary resolution of Shareholders in

general meeting in accordance with the Constitution, the Corporations Act and

the ASX Listing Rules, as applicable. The determination of non-executive

Directors’ remuneration within that maximum 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 current amount has been set at an

amount not to exceed $500,000 per annum.

In addition, a Director may be paid fees or other amounts (i.e. subject to any

necessary Shareholder approval, non-cash performance incentives such as

Options) as the Directors determine where a Director performs special duties or

otherwise performs services outside the scope of the ordinary duties of a

Director.

Directors are also entitled to be paid reasonable travelling, hotel and other

expenses incurred by them respectively in or about the performance of their

duties as Directors.

The Board has not established a remuneration committee at this point in the

Company’s development. It is considered that the size of the Board along with

the level of activity of the Company renders this impractical and the Board,

acting without the affected Director participating in the decision making

process, currently serves as a remuneration committee.

The Board reviews and approves the remuneration policy to enable the

Company to attract and retain executives and Directors who will create value

for Shareholders having consideration to the amount considered to be

commensurate for a company of its size and level of activity as well as the

relevant Directors’ time, commitment and responsibility. The Board is also

responsible for reviewing any employee incentive and equity-based plans

including the appropriateness of performance hurdles and total payments

proposed.

Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and

purchase of securities in the Company by its key management personnel (i.e.

Directors and, if applicable, any employees reporting directly to the managing

director). The policy generally provides that approval must be obtained from

either the Chairman or Managing Director prior to trading.

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 will not have a separate audit committee until such time as the

Board is of a sufficient size and structure, and the Company’s operations are of a

sufficient magnitude for a separate committee to be of benefit to the

Company. In the meantime, the full Board will carry out the duties that would

ordinarily be assigned to that committee under the written terms of reference for

that committee, including but not limited to, monitoring and reviewing any

matters of significance affecting financial reporting and compliance, the

integrity of the financial reporting of the Company, the Company’s internal

financial control system and risk management systems and the external audit

function.

Diversity policy

The Board has adopted a diversity policy which provides a framework for the

Company to achieve, amongst other things, a diverse and skilled workforce, a

workplace culture characterised by inclusive practices and behaviours for the

benefit of all staff, improved employment and career development

opportunities for women and a work environment that values and utilises the

contributions of employees with diverse backgrounds, experiences and

perspectives.

7.2 Departures from Recommendations

Following admission to the Official List of ASX, the Company will be required to

report any departures from the Recommendations in its annual financial report.

The Company’s compliance and departures from the Recommendations as at

the date of this Prospectus are set out on the following pages.

PRINCIPLES AND RECOMMENDATIONS COMMENT

1. Lay solid foundations for management and oversight

1.1 Companies should establish the functions reserved to

the board and those delegated to senior executives

and disclose those functions.

The Company’s Corporate Governance Plan includes a Board Charter, which

discloses the specific responsibilities of the Board.

The Board and the Chief Geologist are currently responsible for the day-to-day

operations of the Company and intend to employ and delegate responsibility of

this to a Managing Director following listing on ASX.

1.2 Companies should disclose the process for evaluating

the performance of senior executives.

The Company’s Corporate Governance Plan includes a section on performance

evaluation practices adopted by the Company.

The chair will monitor the Board and the Board will monitor the performance of any

senior executives who are not directors, including measuring actual performance

against planned performance.

1.3 Companies should provide the information indicated

in the Guide to reporting on Principle 1.

Explanation of departures from Principles and Recommendations 1.1 and 1.2 (if any)

are set out above. The Company will also explain any departures from Principles

and Recommendations 1.1 and 1.2 (if any) in its future annual reports.

No performance evaluation of senior executives has taken place to date as this

process is conducted annually and no senior executives have currently completed

a year of service. Future annual reports will disclose whether such a performance

evaluation has taken place in the relevant reporting period and whether it was in

accordance with the process disclosed.

The Corporate Governance Plan, which includes the Board Charter, is posted on

the Company’s website.

2. Structure the board to add value

2.1 A majority of the board should be independent

directors.

A majority of the Board are independent directors. For

2.2 The chair should be an independent director. The chair is an independent director.

2.3 The roles of chair and chief executive officer should

not be exercised by the same individual.

The Company intends to employ a Managing Director (considered to be the Chief

Executive Officer) who will be separate from the chair.

2.4 The board should establish a nomination committee. No formal nomination committee has been established by the Company as yet.

The Board, as a whole, currently serves as the nomination committee.

The Company’s Corporate Governance Plan includes a Nomination Committee

Charter, which discloses the specific responsibilities of the committee.

Where necessary, the Board seeks advice of external advisers in connection with

the suitability of applicants for Board membership.

2.5 Companies should disclose the process for evaluating

the performance of the board, its committees and

individual directors.

The Company’s Corporate Governance Plan includes a section on performance

evaluation practices adopted by the Company.

The chair will review the performance of the Board, its committees (if any) and

individual directors to ensure that the Company continues to have a mix of skills and

experience necessary for the conduct of its activities.

The Company has provided details of each director, such as their skills, experience

and expertise relevant to their position in this Prospectus and will also provide these

details on its website and in future annual reports.

Explanation of departures from Principles and Recommendations 2.1, 2.2, 2.3, 2.4

and 2.5 (if any) are set out above. The Company will also explain any departures

from Principles and Recommendations 2.1, 2.2, 2.3, 2.4 and 2.5 (if any) in its future

annual reports.

No performance evaluation of the Board, its committees and individual directors

has taken place to date as this process is conducted annually and the first year has

not been completed. Future annual reports will disclose whether such a

performance evaluation has taken place in the relevant reporting period and

whether it was in accordance with the process disclosed.

The Corporate Governance Plan, which includes the Nomination Committee

Charter, is posted on the Company’s website.

3. Promote ethical and responsible decision-making

3.1 Companies should establish a code of conduct and

disclose the code or a summary of the code as to:

the practices necessary to maintain confidence

in the company’s integrity

the practices necessary to take into account their

legal obligations and the reasonable

expectations of their stakeholders

the responsibility and accountability of individuals

for reporting and investigating reports of unethical

practices.

The Company’s Corporate Governance Plan includes a ‘Corporate Code of

Conduct’, which provides a framework for decisions and actions in relation to

ethical conduct in employment.

3.2 Companies should establish a policy concerning

diversity and disclose the policy or a summary of that

policy. The policy should include requirements for the

board to establish measureable objectives for

achieving gender diversity and for the board to assess

annually both the objectives and progress in

achieving them.

The Company’s Corporate Governance Plan includes a ‘Diversity Policy’, which

provides a framework for establishing measureable objectives for achieving gender

diversity and for the Board to assess annually both the objectives and progress in

achieving them.

3.3 Companies should disclose in each annual report the

measureable objectives for achieving gender

diversity set by the board in accordance with the

diversity policy and progress in achieving them.

This disclosure has not yet been made as the first year has not been completed.

Future annual reports will disclose the measureable objectives for achieving gender

diversity set by the board in accordance with the diversity policy and progress in

achieving them.

3.4 Companies should disclose in each annual report the

proportion of women employees in the whole

organisation, women in senior executive positions and

women on the board.

This disclosure has not yet been made as the first year has not been completed.

Future annual reports will disclose the proportion of women employees in the whole

organisation, women in senior executive positions and women on the board. For

Explanation of departures from Principles and Recommendations 3.1, 3.2, 3.3 and

3.4 (if any) are set out above. The Company will also explain any departures from

Principles and Recommendations 3.1, 3.2, 3.3 and 3.4 (if any) in its future annual

reports.

The Corporate Governance Plan, which includes the Corporate Code of Conduct

and Diversity Policy, is posted on the Company’s website.

4. Safeguard integrity in financial reporting

4.1 The board should establish an audit committee. No formal audit committee has been established by the Company as yet. The

Board, as a whole, currently serves as the audit committee.

4.2 The audit committee should be structured so that it:

consists only of non-executive directors

consists of a majority of independent directors

is chaired by an independent chair, who is not

chair of the board

has at least three members.

Although no formal audit committee has been established, the Board currently

serves as the audit committee. The Board currently comprises three non-executive

directors and is chaired by an independent director and has at least three

members.

Whilst the audit committee is not structured in the manner set out in the Principles

and Recommendations, the Board is of the view that the experience and

professionalism of the persons on the Board is sufficient to ensure that all significant

matters are appropriately addressed and actioned. Further, the Board does not

consider that the Company is of sufficient size to justify the appointment of

additional directors for the sole purpose of satisfying this recommendation as it

would be cost prohibitive and counterproductive.

As the operations of the Company develop the Board will reassess the formation of

the audit committee.

4.3 The audit committee should have a formal charter. The Company’s Corporate Governance Plan includes an Audit and Risk Committee

Charter, which discloses its specific responsibilities.

Explanation of departures from Principles and Recommendations 4.1, 4.2 and 4.3 (if

any) are set out above. The Company will also explain any departures from

Principles and Recommendations 4.1, 4.2 and 4.3 (if any) in its future annual reports.

The Corporate Governance Plan, which includes the Audit & Risk Committee

5. Make timely and balanced disclosure

5.1 Companies should establish written policies designed

to ensure compliance with ASX Listing Rule disclosure

requirements and to ensure accountability at a senior

executive level for that compliance and disclose

those policies or a summary of those policies.

The Company has a continuous disclosure program in place designed to ensure the

compliance with ASX Listing Rule disclosure and to ensure accountability at a senior

executive level for compliance and factual presentation of the Company’s

financial position.

in Guide to Reporting on Principle 5.

The Company has not currently departed from Principle and Recommendation 5.1.

The Company will provide an explanation of any departures from Principle and

Recommendation 5.1 (if any) in its future annual reports.

The Corporate Governance Plan, which includes a continuous disclosure program,

is posted on the Company’s website.

6. Respect the rights of shareholders

6.1 Companies should design a communications policy

for promoting effective communication with

shareholders and encouraging their participation at

general meetings and disclose their policy or a

summary of that policy.

The Company’s Corporate Governance Plan includes a shareholders

communication strategy, which aims to ensure that the shareholders are informed

of all major developments affecting the Company’s state of affairs.

The Company has not currently departed from Principle and Recommendation 6.1.

The Company will provide an explanation of any departures from Principle and

Recommendation 6.1 (if any) in its future annual reports.

The Corporate Governance Plan, which includes a shareholders communication

strategy, will be posted on the Company’s website.

7. Recognise and manage risk For

7.1 Companies should establish policies for the oversight

and management of material business risks and

disclose a summary of those policies.

The Company’s Corporate Governance Plan includes a risk management policy.

The Board determines the Company’s “risk profile” and is responsible for overseeing

and approving risk management strategy and policies, internal compliance and

internal control.

7.2 The board should require management to design and

implement the risk management and internal control

system to manage the company’s material business

risks and report to it on whether those risks are being

managed effectively. The board should disclose that

management has reported to it as to the

effectiveness of the company’s management of its

material business risks.

The Company’s Corporate Governance Plan includes a risk management policy.

The Board will require either the Managing Director or the Chief Financial Officer to

provide a report at the relevant time.

7.3 The board should disclose whether it has received

assurance from the chief executive officer (or

equivalent) and the chief financial officer (or

equivalent) that the declaration provided in

accordance with section 295A of the Corporations

Act is founded on a sound system of risk

management and internal control and that the

system is operating effectively in all material respects

in relation to financial reporting risks.

The Board will seek this relevant assurance from the Managing Director or Chief

Financial Officer at the relevant time.

in Guide to Reporting on Principle 7.

The Company has not currently departed from Principles and Recommendations

7.1, 7.2 and 7.3. The Company will provide an explanation of any departures from

Principles and Recommendations 7.1, 7.2 and 7.3 (if any) in its future annual reports.

The Corporate Governance Plan, which includes a risk management policy, is

posted on the Company’s website.

8. Remunerate fairly and responsibly

8.1 The board should establish a remuneration The Board has not established a formal remuneration committee at this point in the

Company’s development. It is considered that the size of the Board along with the

committee. level of activity of the Company renders this impractical and the Board, acting

without the affected director participating in the decision making process, currently

serves as a remuneration committee.

The Company’s Corporate Governance Plan includes a Remuneration Committee

Charter, which discloses its specific responsibilities.

Remuneration to any executive directors will be by way of salary and to non-

executive directors by way of director fees, with the level of such salary or fees as

the context requires, having been set by the Board to an amount it considers to be

commensurate for a company of its size and level of activity. Any equity based

remuneration will be required to be approved by shareholders.

There is currently no link between performance and remuneration, however, it is the

intention of the Board to re-assess this once the Company commences operations.

Further there are no schemes for retirement benefits in existence.

8.2 The remuneration committee should be structured so

that it:

consists of a majority of independent directors

is chaired by an independent director

has at least three members

Although no formal remuneration committee has been established, the Board

currently serves as the remuneration committee.

The Board is comprised of a majority of independent directors, is chaired by an

independent director and has at least three members.

8.3 Companies should clearly distinguish the structure of

non-executive directors’ remuneration from that of

executive directors and senior executives.

The Board has distinguished the structure of non executive director’s remuneration

from that of executive directors and senior executives.

The Company’s constitution provides that the remuneration of non-executive

Directors will be not be more than the aggregate fixed sum set by the constitution

and subsequently varied by resolution at a general meeting of shareholders.

The Board is responsible for determining the remuneration of executive directors

and senior executives (without the participation of the affected director). It is the

Board’s objective to provide maximum stakeholder benefit from the retention of a

high quality Board and executive team by remunerating executive directors and

senior executives fairly and appropriately with reference to relevant employment

market conditions and by linking the nature and amount of executive directors’

and senior executives emoluments to the Company’s financial and operational

performance.

Explanation of departures from Principles and Recommendations 8.1, 8.2 and 8.3 (if

any) are set out above. The Company will also provide an explanation of any

departures from Principles and Recommendations 8.1, 8.2 and 8.3 (if any) in its

future annual reports.

The Corporate Governance Plan, which includes the Remuneration Committee

8. ADDITIONAL INFORMATION

8.1 Summary of Material Contracts

Set out below is a brief summary of the certain contracts to which the Company

is a party and which the Directors have identified as material to the Company or

are of such a nature that an investor may wish to have details of particulars of

them when making an assessment of whether to apply for Shares.

Option to Acquire Tenements from MPF Exploration Pty Ltd

On 19 August 2011 the Company entered into option agreements with MPF

Exploration Pty Ltd (ACN 098 495 455) (MPF) pursuant to which MPF granted the

Company options to acquire the right, title and interests in 70% of tenements

E31/619 and E51/1365 (MPF Tenements).

Consideration - The consideration payable on exercise of each option is as

follows:

(a) 40,000 Shares and a cash payment of $20,000 for E31/619; and

(b) 20,000 Shares and a cash payment of $15,000 for E51/1365.

Conditions Precedent - The exercise of each option (and therefore, acquisition

of the underlying interest in the MPF Tenements) is conditional upon the

satisfaction of the following conditions precedent:

(a) the parties obtaining consent of the relevant governmental authorities

under the Mining Act to transfer of the interest in the MPF Tenements to

the Company; and

(b) the Company receiving conditional approval for admission to quotation

on the ASX,

on or before 30 September 2012.

Subject to satisfaction of the conditions precedent, the Company may give MPF

an exercise notice stating that it is exercising the option, and notice of the date

for settlement. The date for settlement shall not be more than 7 days from the

date the exercise notice is given to MPF.

Joint Venture - Following settlement, the Company and MPF shall form an

unincorporated joint venture for the purpose of exploring, developing and, if

warranted, mining the area the subject of the MPF Tenements (Joint Venture).

The Joint Venture will be on the following commercial terms:

(i) the Joint Venture interests of MPF and the Company in the Joint

Venture are:

(A) MPF - 30%; and

(B) the Company - 70%.

(ii) The Company will be the sole manager of the Joint Venture.

(iii) The Company shall solely fund all exploration (and other

approved) expenditure in respect of the MPF Tenements until

the completion of a feasibility study.

(iv) Upon completion of the feasibility study, each party must

contribute to Joint Venture expenditure in proportion to their

Joint Venture interest.

(v) If a party fails to duly make a contribution to Joint Venture

expenditure that it is obliged to make then the Joint Venture

interest of that party shall dilute in accordance with the

following formula (and the Joint Venture interest of the other

party shall increase accordingly):

Joint Venture Interest of

Diluting Party = DPE x 100

Where:

DPE = the total expenditure incurred or deemed to have

been incurred by the diluting party as at the date

of calculation;

TE = the total expenditure incurred or deemed to have

been incurred by the parties as at the date of

calculation.

However, if the non diluting party contributes the non diluting

party’s share of Joint Venture expenditure, the diluting party

shall be diluted at a rate of 150% of the rate calculated in

accordance with the above formula (that is, (DPE x 150)/TE).

For the purpose calculating the deemed expenditure, the

parties shall have incurred or be deemed to have incurred Joint

Venture expenditure in accordance with their initial Joint

Venture interests up until completion of the feasibility study.

(vi) In relation to the full form joint venture agreement, the

Company and MPF agreed that they will negotiate in good

faith and use best endeavours to execute a detailed joint

venture agreement on normal terms (including a dispute

resolution clause, first right of refusal clause, dilution clause,

force majeure rights and clauses that are usually contained in

such joint venture agreements) embodying the terms,

conditions and warranties contained in the option agreements.

The option agreements otherwise contains representations and warranties

standard for an agreement of its kind, including representations by MPF as to the

status and good standing of the MPF Tenements.

Option to Acquire Tenements from Maka Minerals Pty Ltd

On 19 August 2011 the Company entered into option agreements with Maka

Exploration Pty Ltd (ACN 098 495 455) (Maka) pursuant to which Maka granted

the Company options to acquire the right, title and interests in 70% of tenements

E51/1442, E51/1443 and E31/961 (Maka Tenements).

Consideration - The consideration payable on exercise of each option is as

follows:

(a) 60,000 Shares and a cash payment of $40,000 for E51/1442 and

E51/1443; and

(b) 30,000 Shares and a cash payment of $15,000 for E31/961.

Conditions Precedent - The exercise of each option (and therefore, acquisition

of the underlying interest in the Maka Tenements) is conditional upon the

satisfaction of the following conditions precedent:

(a) the parties obtaining consent of the relevant governmental authorities

under the Mining Act to transfer of the interest in the Maka Tenements to

the Company; and

(b) the Company receiving conditional approval for admission to quotation

on the ASX,

on or before 30 September 2012.

Subject to satisfaction of the conditions precedent, the Company may give

Maka an exercise notice stating that it is exercising the option, and notice of the

date for settlement. The date for settlement shall not be more than 7 days from

the date the exercise notice is given to Maka.

Joint Venture - Following settlement, the Company and Maka shall form an

unincorporated joint venture for the purpose of exploring, developing and, if

warranted, mining the area the subject of the Maka Tenements (Joint Venture).

The Joint Venture will be on the following commercial terms:

(a) the Joint Venture interests of Maka and the Company in the

Joint Venture are:

(A) Maka – 30%; and

(B) the Company – 70%.

(a) The Company will be the sole manager of the Joint Venture.

(b) The Company shall solely fund all exploration (and other

approved) expenditure in respect of the Maka Tenements until

the completion of a feasibility study.

(c) Upon completion of the feasibility study, each party must

contribute to Joint Venture expenditure in proportion to their

Joint Venture interest.

(d) If a party fails to duly make a contribution to Joint Venture

expenditure that it is obliged to make then the Joint Venture

interest of that party shall dilute in accordance with the

following formula (and the Joint Venture interest of the other

party shall increase accordingly):

Joint Venture Interest of

Diluting Party = DPE x 100

Where:

DPE = the total expenditure incurred or deemed to have

been incurred by the diluting party as at the date

of calculation;

TE = the total expenditure incurred or deemed to have

been incurred by the parties as at the date of

calculation.

However, if the non diluting party contributes the non diluting

party’s share of Joint Venture expenditure, the diluting party

shall be diluted at a rate of 150% of the rate calculated in

accordance with the above formula (that is, (DPE x 150)/TE).

For the purpose calculating the deemed expenditure, the

parties shall have incurred or be deemed to have incurred Joint

Venture expenditure in accordance with their initial Joint

Venture interests up until completion of the feasibility study.

(e) In relation to the full form joint venture agreement, the

Company and Maka agreed that they will negotiate in good

faith and use best endeavours to execute a detailed joint

venture agreement on normal terms (including a dispute

resolution clause, first right of refusal clause, dilution clause,

force majeure rights and clauses that are usually contained in

such joint venture agreements) embodying the terms,

conditions and warranties contained in the option agreements.

The option agreements otherwise contains representations and warranties

standard for an agreement of its kind, including representations by Maka as to

the status and good standing of the Maka Tenements.

Employment Agreement - Mr Marcus Harden

The Company has entered into an employment agreement with Mr Marcus

Harden to provide the services of Chief Geologist for the Company on the

following terms and conditions

(a) the contract commences on the date on which the Company is

admitted to the ASX;

(b) the Company will pay Mr Harden a salary of $200,000 per annum to be

reviewed annually by the Company. In addition, the Company will

reimburse Mr Harden for all reasonable expenses incurred in the

performance of his duties;

(c) either party may, at its sole discretion, terminate the agreement by

giving the other party 12 weeks written notice

Consultancy Agreement - Black Peak Holdings

The Company has entered into a consultancy agreement with Black Peak

Holdings for the provision of management and consultancy services on the

following terms:

(a) the contract term is for 2 years commencing on the date on which the

Company is admitted to the ASX. This term may be extended by

agreement between the parties;

(b) any services to be provided by Black Peak Holdings, including an

estimate of total fees, shall be agreed to by the Company prior to

commencement;

(c) Black Peak Holdings will be paid normal market rates of remuneration as

mutually agreed between both parties and will be reimbursed for costs

reasonably incurred with the prior approval of the Company;

(d) Black Peak Holdings cannot subcontract out any part of the services

without the written consent of the Company;

(e) The Company may terminate the agreement at any time:

(i) by giving 28 days written notice and settling all outstanding

invoicing;

(ii) without prior notice in the event of a breach or insolvency

event by, or in relation to, Black Peak Holdings.

The agreement also contains provisions including confidentiality and non-

competition that are customary in agreements of this type.

Lead Manager Agreement - Max Capital

The Company has signed a mandate letter with Max Capital dated 17 August

2011 engaging Max Capital to act as lead manager to the Offer. Under the

terms of this engagement the Company will pay Max Capital:

(a) a management fee of 2% of total funds raised under the Prospectus plus

GST; and

(b) a 4% capital raising fee on funds raised under the Prospectus. Max

Capital will be responsible for paying all capital raising fees that Max

Capital and the Company agree with any other financial services

licensees and sub-underwriters.

8.2 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.

8.3 Rights attaching to Shares

The following is a summary of the more significant rights attaching to Shares. This

summary is not exhaustive and does not constitute a definitive statement of the

rights and liabilities of Shareholders. To obtain such a statement, persons should

seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Constitution, a

copy of which is available for inspection at the Company’s registered office

during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney

or representative to attend and vote at general meetings of the

Company.

Shareholders may requisition meetings in accordance with Section 249D

of the Corporations Act and the Constitution.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any

class or classes of Shares, at general meetings of Shareholders or classes

of Shareholders:

(i) each Shareholder entitled to vote may vote in person or by

proxy, attorney or representative;

(ii) on a show of hands, every person present who is a Shareholder

or a proxy, attorney or representative of a Shareholder has one

vote; and

(iii) on a poll, every person present who is a Shareholder or a proxy,

attorney or representative of a Shareholder shall, in respect of

each fully paid Share held by him, or in respect of which he is

appointed a proxy, attorney or representative, have one vote

for the Share, but in respect of partly paid Shares shall have

such number of votes as bears the same proportion to the total

of such Shares registered in the Shareholder’s name as the

amount paid (not credited) bears to the total amounts paid

and payable (excluding amounts credited).

(c) Dividend rights

Subject to and in accordance with the Corporations Act, the ASX Listing

Rules, the rights of any preference Shareholders and to the rights of the

holders of any shares created or raised under any special arrangement

as to dividend, the Directors may from time to time declare a dividend

to be paid to the Shareholders entitled to the dividend which shall be

payable on all Shares according to the proportion that the amount paid

(not credited) is of the total amounts paid and payable (excluding

amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim

dividends as they may determine. No dividend shall carry interest as

against the Company. The Directors may set aside out of the profits of

the Company any amounts that they may determine as reserves, to be

applied at the discretion of the Directors, for any purpose for which the

profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company

may, by resolution of the Directors, implement a dividend reinvestment

plan on such terms and conditions as the Directors think fit and which

provides for any dividend which the Directors may declare from time to

time payable on Shares which are participating Shares in the dividend

reinvestment plan, less any amount which the Company shall either

pursuant to the Constitution or any law be entitled or obliged to retain,

be applied by the Company to the payment of the subscription price of

Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a

special resolution of the Company, divide among the shareholders in

kind the whole or any part of the property of the Company, and may for

that purpose set such value as he considers fair upon any property to be

so divided, and may determine how the division is to be carried out as

between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the

Company, vest the whole or any part of any such property in trustees

upon such trusts for the benefit of the contributories as the liquidator

thinks fit, but so that no Shareholder is compelled to accept any Shares

or other securities in respect of which there is any liability.

(e) Shareholder liability

As the Shares under the Prospectus are fully paid shares, they are not

subject to any calls for money by the Directors and will therefore not

become liable for forfeiture.

(f) Transfer of Shares

Generally, Shares are freely transferable, subject to formal requirements,

the registration of the transfer not resulting in a contravention of or

failure to observe the provisions of a law of Australia and the transfer not

being in breach of the Corporations Act or the ASX Listing Rules.

(g) Variation of rights

Pursuant to Section 246B of the Corporations Act, the Company may,

with the sanction of a special resolution passed at a meeting of

Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of Shares,

the rights attached to any class (unless otherwise provided by the terms

of issue of the shares of that class), whether or not the Company is being

wound up, may be varied or abrogated with the consent in writing of

the holders of three-quarters of the issued shares of that class, or if

authorised by a special resolution passed at a separate meeting of the

holders of the shares of that class.

(h) Alteration of Constitution

In accordance with the Corporations Act, the Constitution can only be

amended by a special resolution passed by at least three quarters of

Shareholders present and voting at the general meeting. In addition, at

least 28 days written notice specifying the intention to propose the

resolution as a special resolution must be given.

8.4 Options

The specific terms and conditions of the Options are as follows:

Tranche Number Exercise Price Expiry Date

A 5,585,000 $0.20 31 July 2015

B 500,000 $0.30 31 July 2015

C 3,650,000 $0.20 31 May 2016

Total 10,000,000

The general terms and conditions of the Options are as follows

(a) Each Option gives the Optionholder the right to subscribe for one Share.

(b) the Options are exercisable at any time on or prior to 5:00pm (WST) on

Expiry Date by completing an option exercise form and delivering it

together with the payment for the number of Shares in respect of which

the Options are exercised to the registered office of the Company;

(c) Each Option is subject to an escrow period of 24 months from the date

of the Company’s quotation on the ASX

(d) The Options held by each Optionholder may be exercised in whole or in

part, and if exercised in part, multiples of 1,000 must be exercised on

each occasion.

(e) An Optionholder may exercise their Options by lodging with the

Company, before the Expiry Date:

(i) a written notice of exercise of Options specifying the number of

Options being exercised; and

(ii) a cheque or electronic funds transfer for the Exercise Price for

the number of Options being exercised,

(Exercise Notice).

(f) An Exercise Notice is only effective when the Company has received

the full amount of the Exercise Price in cleared funds.

(g) Within 10 Business Days of receipt of the Exercise Notice accompanied

by the Exercise Price, the Company will allot the number of Shares

required under these terms and conditions in respect of the number of

Options specified in the Exercise Notice.

(h) The Options are not transferable unless otherwise authorised by the

Company’s board of directors.

(i) All Shares allotted upon the exercise of Options will upon allotment rank

pari passu in all respects with other Shares.

(j) The Company will not apply for quotation of the Options on ASX.

However, the Company will apply for quotation of all Shares allotted

pursuant to the exercise of Options on ASX within 10 Business Days after

the date of allotment of those Shares.

(k) If at any time the issued capital of the Company is reconstructed, all

rights of an Optionholder are to be changed in a manner consistent

with the Corporations Act and the ASX Listing Rules at the time of the

reconstruction.

(l) There are no participating rights or entitlements inherent in the Options

and Optionholders will not be entitled to participate in new issues of

capital offered to Shareholders during the currency of the Options.

However, the Company will ensure that for the purposes of determining

entitlements to any such issue, the record date will be at least 7 Business

Days after the issue is announced. This will give Optionholders the

opportunity to exercise their Options prior to the date for determining

entitlements to participate in any such issue.

(m) An Option does not confer the right to a change in exercise price or a

change in the number of underlying securities over which the Option

can be exercised.

8.5 Employee Share Option Plan

The Company has established an employee incentive option plan (Option Plan).

The full terms of the Option Plan may be inspected at the registered office of the

Company during normal business hours.

A summary of the terms of the Option Plan is set out below.

The key terms of the Plan are as follows:

(i) Eligibility and Grant of Options: The Board may grant options (Plan

Options) to any full or part time employee or Director of the Company

or an associated body corporate. Plan Options may be granted by the

Board at any time.

(ii) Consideration: Each Incentive Plan Option issued under the Plan will be

issued for nil cash consideration.

(iii) Conversion: Each Incentive Plan Option is exercisable into one Share in

the Company ranking equally in all respect with the existing issued

Shares in the Company.

(iv) Exercise Price and Expiry Date: The exercise price and expiry date for

Plan Options granted under the Plan will be determined by the Board

prior to the grant of the Plan Options.

(v) Exercise Restrictions: The Plan Options granted under the Plan may be

subject to conditions on exercise as may be fixed by the Directors prior

to grant of the Plan Options (Exercise Conditions). Any restrictions

imposed by the Directors must be set out in the offer for the Plan

Options.

(vi) Lapsing of Plan Options: Subject to the terms of the Offer made to a

Participant, an unexercised Incentive Plan Option will lapse:

(vii) on its Expiry Date;

(viii) if any Exercise Condition is unable to be met; and

(ix) subject to certain exceptions, on the eligible participant

ceasing employment with the Company.

(x) Share Restriction Period: Shares issued on the exercise of Plan Options

may be subject to a restriction that they may not be transferred or

otherwise dealt with until a Restriction Period has expired, as specified in

the offer for the Plan Options.

(xi) Disposal of Plan Options: Plan Options will not be transferable and will

not be quoted on the ASX, unless the offer provides otherwise or the

Board in its absolute discretion approves.

(xii) Trigger Events: The Company may permit Plan Options to be exercised

in certain circumstances where there is a change in control of the

Company (including by takeover) or entry into a scheme of

arrangement.

(xiii) Participation in Rights Issues and Bonus Issues:

(xiv) There are no participating rights or entitlements inherent in the

Plan Options and holders will not be entitled to participate in

new issues of capital offered to Shareholders during the

currency of the Plan Options.

(xv) The Company will ensure that for the purposes of determining

entitlements to any such issue, the record date will be at least

six (6) Business Days after the issue is announced. This will give

Plan Option holders the opportunity to exercise their Plan

Options prior to the date for determining entitlements to

participate in any such issue.

(xvi) A Plan Option does not confer the right to a change in exercise

price or a change in the number of underlying securities over

which the Plan Option can be exercised.

(xvii) Reorganisation: The terms upon which Plan Options will be granted will

not prevent the Plan Options being re-organised as required by the

Listing Rules on the re-organisation of the capital of the Company.

(xviii) Limitations on Offers: The Company must take reasonable steps to

ensure that the number of Shares to be received on exercise of Plan

Options offered under an offer when aggregated with:

(xix) the number of Shares that would be issued if each outstanding

offer for Shares, units of Shares or options to acquire Shares

under the Plan or any other employee share scheme of the

Company were to be exercised or accepted; and

(xx) the number of Shares issued during the previous 5 years from

the exercise of Plan Options issued under the Plan (or any other

employee share plan of the Company extended only to Eligible

Participants),

does not exceed 5% of the total number of Shares on issue at the time

of an offer (but disregarding any offer of Shares or option to acquire

Shares that can be disregarded in accordance with ASIC Class Order

03/184).

8.6 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds,

or has held within the 2 years preceding lodgement of this Prospectus with the

ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in

connection with:

(i) its formation or promotion; or

(ii) the Offer; or

(c) the Offer,

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

been given or agreed to be given to a Director or proposed Director:

(a) as an inducement to become, or to qualify as, a Director; or

(b) for services provided in connection with:

(i) the formation or promotion of the Company; or

(ii) the Offer.

8.7 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a

professional, advisory or other capacity in connection with the

preparation or distribution of this Prospectus;

(b) promoter of the Company; or

(c) underwriter (but not a sub-underwriter) to the issue or a financial services

licensee named in this Prospectus as a financial services licensee

involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with

the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in

connection with:

(i) its formation or promotion; or

(ii) the Offer; or

(c) the Offer,

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

been given or agreed to be given to any of these persons for services provided

in connection with:

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

(b) the Offer.

Bishop Exploration Pty Ltd has acted as Independent Geologist and has

prepared the Independent Geologist’s Report which is included in Section 4 of

this Prospectus. The Company estimates it will pay Bishop Exploration Pty Ltd a

total of $15,000 (excluding GST) for these services. During the 24 months

preceding lodgement of this Prospectus with the ASIC, Bishop Exploration Pty Ltd

has not received fees from the Company for any other services.

Stanton’s International Securities has acted as Investigating Accountant and has

prepared the Investigating Accountant’s Report which is included in Section 5 of

this Prospectus. The Company estimates it will pay Stanton’s International a total

of $7,000 (excluding GST) for these services. During the 24 months preceding

lodgement of this Prospectus with the ASIC, Stanton’s International has not

received any fees from the Company for any other services.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the

Offer and has prepared the Solicitor’s Report on Tenements which is included in

Section 6 of this Prospectus. The Company estimates it will pay Steinepreis

Paganin $40,000 (excluding GST) for these services. Subsequently, fees will be

charged in accordance with normal charge out rates. During the 24 months

preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has

not received fees from the Company for any other services.

Max Capital has acted as lead manager to the Offer will receive a fee of 6% of

the total amount raised under the Prospectus (plus GST) following successful

completion of the Offer for its services. Max Capital will be responsible for

paying all capital raising fees that Max Capital and the Company agree with

any other financial services licensees and sub-underwriters.

8.8 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus

other than those referred to in this Section; and

(b) to the maximum extent permitted by law, expressly disclaim and take

no responsibility for any part of this Prospectus other than a reference to

its name and a statement included in this Prospectus with the consent of

that party as specified in this Section.

Bishop Exploration Pty Ltd has given its written consent to being named as

Independent Geologist in this Prospectus, the inclusion of the Independent

Geologist’s Report in Section 4 of this Prospectus in the form and context in

which the report is included and the inclusion of statements contained in the

Chairman’s Letter, Investment Overview and Section 2.2 of this Prospectus in the

form and context in which those statements are included. Bishop Exploration Pty

Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the

Stanton’s International Securities has given its written consent to being named

as Investigating Accountant in this Prospectus and to the inclusion of the

Investigating Accountant’s Report in Section 5 of this Prospectus in the form and

context in which the information and report is included. Stanton’s International

Securities has not withdrawn its consent prior to lodgement of this Prospectus

with the ASIC.

Stanton’s International Audit and Consulting Pty Ltd has given its written consent

to being named as auditors in this Prospectus. Stanton’s International Audit and

Consulting Pty Ltd makes no representation regarding, and to the extent

permitted by the law excludes responsibility for, any statements in or omissions

from any part of this Prospectus. Stanton’s International Audit and Consulting Pty

Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the

Steinepreis Paganin has given its written consent to being named as the solicitors

to the Company in this Prospectus and to the inclusion of the Solicitor’s Report

on Tenements in Section 6 of this Prospectus in the form and context in which the

report is included. Steinepreis Paganin has not withdrawn its consent prior to the

lodgement of this Prospectus with the ASIC.

Max Capital Pty Ltd has given its written consent to being named as the lead

manager to the Company in this Prospectus. Max Capital Pty Ltd makes no

representation regarding, and to the extent permitted by the law excludes

responsibility for, any statements in or omissions from any part of this Prospectus.

Max Capital Pty Ltd has not withdrawn its consent prior to the lodgement of this

Prospectus with the ASIC.

Security Transfer Registrars Pty Ltd has given its written consent to being named

as the share registry to the Company in this Prospectus. Security Transfer

Registrars Pty Ltd has not withdrawn its consent prior to the lodgement of this

Prospectus with the ASIC.

8.9 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be

approximately $258,500 and are expected to be applied towards the items set

out in the table below:

Item of Expenditure ($)

ASIC fees 2,137

ASX fees 35,120

Broker and Management Fees* 144,000

Legal Fees 40,000

Independent Geologist’s Fees 15,000

Investigating Accountant’s Fees 7,000

Printing and Distribution 10,000

Miscellaneous 5,243

TOTAL 258,500

* Broker commissions will only be paid on applications made through a licensed securities

dealers or Australian financial services licensee and accepted by the Company (refer to

Section 1.8 of this Prospectus for further information). The amount calculated is based on

100% of applications being made in this manner. For those applications made directly to and

accepted by the Company no broker commissions will be payable and the expenses of the

Offer will be reduced and the additional funds will be put towards working capital.

8.10 Continuous disclosure obligations

Following admission of the Company to the Official List, the Company will be a

“disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as

such, will be subject to regular reporting and disclosure obligations. Specifically,

like all listed companies, the Company will be required to continuously disclose

any information it has to the market which a reasonable person would expect to

have a material effect on the price or the value of the Company’s securities.

Price sensitive information will be publicly released through ASX before it is

disclosed to shareholders and market participants. Distribution of other

information to shareholders and market participants will also be managed

through disclosure to the ASX. In addition, the Company will post this information

on its website after the ASX confirms an announcement has been made, with

the aim of making the information readily accessible to the widest audience.

8.11 Electronic Prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain

provisions of the Corporations Act to allow distribution of an electronic

prospectus and electronic application form on the basis of a paper prospectus

lodged with the ASIC, and the publication of notices referring to an electronic

prospectus or electronic application form, subject to compliance with certain

conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure

that you have received the entire Prospectus accompanied by the Application

Form. If you have not, please contact the Company and the Company will

send you, for free, either a hard copy or a further electronic copy of this

Prospectus or both. Alternatively, you may obtain a copy of this Prospectus from

the website of the Company at www.alicantominerals.com.au.

The Company reserves the right not to accept an Application Form from a

person if it has reason to believe that when that person was given access to the

electronic Application Form, it was not provided together with the electronic

Prospectus and any relevant supplementary or replacement prospectus or any

of those documents were incomplete or altered.

8.12 Financial Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170

and believe that they do not have a reasonable basis to forecast future

earnings on the basis that the operations of the Company are inherently

uncertain. Accordingly, any forecast or projection information would contain

such a broad range of potential outcomes and possibilities that it is not possible

to prepare a reliable best estimate forecast or projection.

8.13 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will apply to participate in CHESS, for those investors who have, or

wish to have, a sponsoring stockbroker. Investors who do not wish to participate

through CHESS will be issuer sponsored by the Company.

Electronic sub-registers mean that the Company will not be issuing certificates to

investors. Instead, investors will be provided with statements (similar to a bank

account statement) that set out the number of Shares allotted to them under

this Prospectus. The notice will also advise holders of their Holder Identification

Number or Security Holder Reference Number and explain, for future reference,

the sale and purchase procedures under CHESS and issuer sponsorship.

Electronic sub-registers also mean ownership of securities can be transferred

without having to rely upon paper documentation. Further monthly statements

will be provided to holders if there have been any changes in their security

holding in the Company during the preceding month.

8.14 Privacy statement

If you complete an Application Form, you will be providing personal information

to the Company. The Company collects, holds and will use that information to

assess your application, service your needs as a Shareholder and to facilitate

distribution payments and corporate communications to you as a Shareholder.

The information may also be used from time to time and disclosed to persons

inspecting the register, including bidders for your securities in the context of

takeovers, regulatory bodies including the Australian Taxation Office, authorised

securities brokers, print service providers, mail houses and the share registry.

You can access, correct and update the personal information that we hold

about you. If you wish to do so, please contact the share registry at the relevant

contact number set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is

governed by legislation including the Privacy Act 1988 (as amended), the

Corporations Act and certain rules such as the ASX Settlement Operating Rules.

You should note that if you do not provide the information required on the

application for Shares, the Company may not be able to accept or process your

application.

9. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a

resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has

consented to the lodgement of this Prospectus with the ASIC.

_______________________________

Matthew Bowles

Director

For and on behalf of

Alicanto Minerals Limited

10. GLOSSARY

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

meanings:

$ means an Australian dollar.

Application Form means the application form attached to or accompanying this

Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it

as the context requires.

ASX Listing Rules means the official listing rules of ASX.

Board means the board of Directors as constituted from time to time.

Closing Date means the closing date of the Offer as set out in the indicative

timetable in the Investment Overview of this Prospectus (subject to the

Company reserving the right to extend the Closing Date or close the Offer early).

Company means Alicanto Minerals Limited (ACN 149 126 858).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Doolgunna Project means the Doolgunna Project as described in the

Independent Geologist’s Report set out in Section 4 of this Prospectus.

Exposure Period means the period of 7 days after the date of lodgement of this

Prospectus, which period may be extended by the ASIC by not more than 7

days pursuant to Section 727(3) of the Corporations Act.

Maka Option Agreements means the option agreements entered into between

the Company and Maka Minerals Pty Ltd, on the terms contained in the

Summary of Material Contracts section set out in Section 8.1 of this Prospectus.

Meekatharra Project means the means the Meekatharra Project as described in

the Independent Geologist’s Report set out in Section 4 of this Prospectus.

MPF Option Agreements means the option agreements entered into between

the Company and MPF Exploration Pty Ltd, on the contained in the Summary of

Material Contracts section set out in Section 8.1 of this Prospectus.

Option Agreements means the MPF Option Agreements and the Maka Option

Agreements, and includes both or either one of them as the context requires.

JORC Code means the Australasian Code for Reporting of Exploration Results,

Mineral Resources and Ore Reserves.

Offer means the offer of Shares pursuant to this Prospectus as set out in Section 1

of this Prospectus.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX

Listing Rules.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Projects means any one of the Doolgunna Project, the Meekatharra Project and

the Yerilla Project or any one of them as the context requires.

Prospectus means this prospectus.

Section means a section of this Prospectus.

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

Shareholder means a holder of Shares.

Tenements means the mining tenements in which the Company has an

equitable interest as further described in the Solicitor’s Report on Tenements set

out in Section 6 of this Prospectus or any one of them as the context requires.

WST means Western Standard Time as observed in Perth, Western Australia.

Yerilla Project means the Yerilla Project as described in the Independent

Geologist’s Report set out in Section 4 of this Prospectus.

SHARE REGISTRY:Security Transfer Registrars Pty LtdAll Correspondence to:PO BOX 535, APPLECROSS WA 6953770 Canning Highway, APPLECROSS WA 6153T: +61 8 9315 2333 F: +61 8 9315 2233E: registrar@securitytransfer.com.auW: www.securitytransfer.com.au

ALICANTO MINERALS LIMITED ACN 149 126 858

APPLICATION FORMTHIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

E & O.E.

REGISTRY DATE STAMP

Declaration and Statements:(1) I/We declare that all details and statements made by me/us are complete and accurate.(2) I/We agree to be bound by the Terms & Conditions set out in the Prospectus and by the Constitution of the Company.(3) I/We authorise the Company to complete and execute any documentation necessary to effect the issue of Securities to me/us.(4) I/We have received personally a copy of the Prospectus accompanied by or attached to this Application form, or a copy of the Application Form or a direct derivative of the Application Form before applying for the Securities.(5) I/We acknowledge that the Company will send me/us a paper copy of the Prospectus and any Supplementary Prospectus (if applicable) free of charge if I/we request so during the currency of the Prospectus.(6) I/We acknowledge that returning the Application Form with the application monies will constitute my/our offer to subscribe for Securities in the Company and that no notice of acceptance of the application will be provided.

BROKER STAMP

Broker Code

Advisor Code

Shares at AUD $0.20 per share Aor such lesser number of Shares which may be allocated to me/us by their Directors.

Title (e.g.: Dr, Mrs) Given Name(s) or Company Name

Title (e.g.: Dr, Mrs) Given Name(s) or Company NameJoint Applicant #2

Full Name of Applicant / Company

Title (e.g.: Dr, Mrs) Given Name(s) or Company NameJoint Applicant #3

(e.g.: THE SMITH SUPER FUND A/C)Account Designation

Postal Address

Unit Street Number Street Name or PO BOX

PostcodeStateSuburb/Town/City

Country Name (if not Australia)

(where applicable)CHESS HIN

XIf an incorrect CHESS HIN has been provided (e.g.: incorrect number, registration details do notmatch those registered) any securities issued will be held on the Issuer Sponsored subregister.

Contact Number

Contact Name

Email Address

Tax File Number / Australian Business Number Tax File Number of Security Holder #2 (Joint Holdings Only)

I/We apply for:

I/We lodge full application of monies of:

$ , , .

PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORMNo shares will be issued pursuant to the Prospectus later than 13 months after the date of the Prospectus.Before completing this Application Form you should read the accompanying Prospectus and the instructions overleaf. Please print using BLOCK LETTERS.

1111444411111111333355551111555555556666

APPLICATION FORMSPlease complete all parts of the Application Form using BLOCK LETTERS. Use correct forms of registrable name (see below). Applications using the wrong form of name may berejected. Current CHESS participants should complete their name and address in the same format as they are presently registered in the CHESS system.

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 1,000 Shares. The applicant(s) agree(s)upon and subject to the terms of the Prospectus to take any number of Shares equal to or less than the number of Shares indicated on the Application Form that may be allotted to theapplicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate.

No notice of acceptance of the application will be provided by the Company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the Company of theapplication.

Please provide us with a telephone contact number (including the person responsible in the case of an application by a company) so that we can contact you promptly if there is aquery in your Application Form. If your Application Form is not completed correctly, it may still be treated as valid. There is no requirement to sign the Application Form. TheCompany's decision as to whether to treat your application as valid, and how to construe, amend or complete it shall be final.

PAYMENTAll cheques should be made payable to Alicanto Minerals Limited Share Placement Account and drawn on an Australian bank and expressed in Australian currency and crossed "NotNegotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptancedeemed to be invalid.

Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Do not forward cash as receipts will not be issued.

LODGING OF APPLICATIONSCompleted Application Forms and cheques must be:

Posted to: OR Delivered to:ALICANTO MINERALS LIMITED ALICANTO MINERALS LIMITEDC/- Security Transfer Registrars Pty Ltd C/- Security Transfer Registrars Pty LtdPO Box 535 770 Canning HighwayAPPLECROSS WA 6953 APPLECROSS WA 6153

Applications must be received by no later than 5.00PM (WST) on the Closing Date 24 July 2012 which may be changed immediately after the Opening Date at any timeand at the discretion of the Company.

CHESS HIN/BROKER SPONSORED APPLICANTSThe Company intends to become an Issuer Sponsored participant in the ASX CHESS System. This enables a holder to receive a statement of holding rather than a certificate. If youare a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold shares allotted to you under this Application on the CHESS subregister, enter your CHESSHIN. Otherwise, leave this box blank and your Shares will automatically be Issuer Sponsored on allotment.

TAX FILE NUMBERSThe collection of tax file number ("TFN") information is authorised and the tax laws and the Privacy Act strictly regulate its use and disclosure. Please note that it is not against the lawnot to provide your TFN or claim an exemption, however, if you do not provide your TFN or claim an exemption, you should be aware that tax will be taken out of any unfrankeddividend distribution at the maximum tax rate.If you are completing the application with one or more joint applicants, and you do not wish to disclose your TFN or claim an exemption, a separate form may be obtained from theAustralian Taxation Office to be used by you to provide this information to the Company. Certain persons are exempt from providing a TFN. For further information, please contactyour taxation adviser or any Taxation Office.

CORRECT FORM OF REGISTRABLE TITLENote that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to AlicantoMinerals. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by wayof an account designation if completed exactly as described in the example of the correct forms of registrable names below:

TYPE OF INVESTOR CORRECT INCORRECTIndividual Mr John Alfred Smith J A SmithUse given names in full, not initials.

Company ABC Pty Ltd ABC P/L or ABC CoUse the company's full title, not abbreviations.

Joint Holdings Mr Peter Robert Williams & Peter Robert &Use full and complete names. Ms Louise Susan Williams Louise S Williams

Trusts Mrs Susan Jane Smith Sue Smith Family TrustUse trustee(s) personal name(s), Do not use the name of the trust. <Sue Smith Family A/C>

Deceased Estates Ms Jane Mary Smith & Estate of Late John SmithUse the executor(s) personal name(s). Mr Frank William Smith or

<Estate John Smith A/C> John Smith Deceased

Minor (a person under the age of 18) Mr John Alfred Smith Master Peter SmithUse the name of a responsible adult with an appropriate designation. <Peter Smith A/C>

Partnerships Mr John Robert Smith & John Smith and SonUse the partners' personal names. Do not use the name of the partnership. Mr Michael John Smith

<John Smith and Son A/C>Superannuation FundsUse the name of the trustee(s) of the super fund. Jane Smith Pty Ltd Jane Smith Pty Ltd Superannuation Fund

TO MEET THE REQUIREMENTS OF THE CORPORATIONS ACT, THIS FORM MUST NOT BE HANDED TO ANY PERSONUNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED 19 JUNE 2012 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS.

This Application Form relates to the Offer of Fully Paid Shares in Alicanto Minerals pursuant to the Prospectus dated 19 June 2012.

PRIVACY STATEMENT Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments andother corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details ofyour personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

2222666633338888333355551111555555558888

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