ACN 093 396 859 - Barra Resources · PDF fileprice of $0.25 per Share and 20,000,000 Attaching Options. UNDERWRITER TO THE ISSUE CIBC WORLD MARKETS SECURITIES AUSTRALIA LIMITED

An offer of 20,000,000 fully paid ordinary Shares at an issueprice of $0.25 per Share and 20,000,000 Attaching Options.

U N D E R W R I T E R T O T H E I S S U ECIBC WORLD MARKETS SECURITIES AUSTRALIA LIMITED

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ACN 093 396 859

Potential investors should read this Prospectus in itsentirety before making any investment decisionregarding Barra. See Section 2 for a summary of theCompany and its projects and Section 5 for theIndependent Geologist's Report.

Barra's fundamental objective is to generatesubstantial profits from traditional high gradeunderground gold deposits mined by modernmechanised methods. Rich narrow vein miningminimises exposure to low gold prices andmaximises the benefit from high gold prices.

• Barra is a continuation of the highly successfuljourney of major shareholder,Barminco. Over thepast 5 years, Barminco, one of Australia's largestunderground mining contractors, has utilised itsdepth of expertise and spare personnel andmachinery to mine in its own right within theKalgoorlie area. Barminco owns 2 gold treatmentplants and has produced over 145,000 ozs since 1995.

• Barminco will receive 20 million shares and 20million Vendor Options for the sale to Barra of theRiverina and Phillips Find projects. Barra'salliance with Barminco will allow discoveries tobe brought on stream more quickly than wouldnormally be the case. Snowden’s IndependentValuation of Barra's projects ranges from $3.7million to $9.0 million with a preferred value of$6.4 million.

• Full subscription of the offer of 20 million Sharesat $0.25 plus one Attaching Option for each sharesubcribed for will raise $5 million and providefunds to extend and define projects with a viewto quickly expanding the First Hit resource,establishing further resources below the RiverinaGold Mine, bringing Burbanks to its full potential and advancing exploration at Phillips Find andQuinn Hills.

• All major targets are on granted mining leases.

• Competent management with directors JohnHocking, Bob Colville and Peter Maloneyproviding over 60 years cumulative business,financial, commercial, geological and miningexpertise.

• Total commitment by the Board to financial,social, environmental, safety and technicalexcellence.

Indicative Timetable:Opening Date 6 November 2000

Closing Date 4 December 2000

Holding statements to be despatched 11 December 2000

Trading commences on ASX 15 December 2000

These dates are indicative only. The Directors reservethe right to close the Offer at any earlier time or extendthe Closing Date without prior notice. The date theShares and Attaching Options are expected tocommence trading on the ASX may vary with anychange in the Closing Date.

1P R O S P E C T U S B A R R A R E S O U R C E S L I M I T E D

K E Y P O I N T S AT A G L A N C E

RIVERINAFirst Hit Gold Mine - 46,000 oz open endedresource established.

Riverina Gold Mine - established resource, majormineralised system exposed over 1.5 kms in oldworkings.

Snowden consider it realistic to expect that twomines would be developed within the next twoyears.

Regional - 17 km x 7 km contiguous area.

BURBANKSHigh grade historical workings among the richestin the Eastern Goldfields.

366,000 oz historical and modern productionpredominantly from above 100m vertical depth.

Economic drillhole intersections at depth.

3.5 kms of untested Burbanks Shear, the mostsignificant gold producing structure in theCoolgardie Goldfield.

QUINNSHigh grade intercepts at Quinn, Forrest Belle andBoudie Rat.

40 km X 5 km of Mt Ida Fault.

PHILLIPS FINDRecent exploration and mining success.

Numerous soil-covered coincident geochemicalanomalies and structural targets.

13 km x 3 km contiguous block.


C O R P O R AT E D I R E C T O RY

C O N T E N T S Directors

Non-Executive ChairmanJohn Charles Hocking

Managing DirectorRobert George Colville

Non-Executive DirectorPeter Joseph Maloney

Company Secretary

Grant Jonathan Mooney

Registered Office Level 1, 1 Sleat RoadAPPLECROSS WA 6153

Telephone (08) 9315 9333Facsimile (08) 9315 9555Website www.barraresources.com.au

Share Registry

Computershare Registry Services Pty Limited

45 St George's TerracePERTH WA 6000

Telephone (08) 9323 2000Facsimile (08) 9323 2033

Underwriter

CIBC World Markets Securities Australia Limited

Level 45 Central Park152-158 St George's TerracePERTH WA 6000

Telephone (08) 9429 8333Facsimile (08) 9481 6524Website www.cibcwm.com.au

Solicitors To The Company

Mallesons Stephen Jaques


Independent Consulting Geologist

Snowden Mining Industry Consultant Pty Ltd

87 Colin StreetWEST PERTH WA 6005

Independent Accountants and Auditors

Deloitte Touche Tohmatsu


DIRECTORS’ PROFILES 4

IMPORTANT NOTICE 5

MESSAGE FROM THE CHAIRMAN 6

1. DETAILS OF THIS OFFER 7

2. THE COMPANY AND ITS PROJECTS 110

3. GOLD IN THE NEW MILLENIUM 18

4. INVESTMENT CONSIDERATIONS 21

5. INDEPENDENT GEOLOGIST'S REPORT 22

6. INDEPENDENT ACCOUNTANT'S REPORT 88

7. SOLICITOR’S REPORT 97

8. ADDITIONAL INFORMATION 128

9. GLOSSARY OF DEFINED TERMS 135

APPLICATION FORM 137AND INSTRUCTIONS

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T h e P r o j e c t s

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This Prospectus is dated 27 October 2000 and waslodged with the ASIC on that date. The ASIC and ASXand their respective officers take no responsibility forthe contents of this Prospectus or the merits of theinvestment to which the Prospectus relates.

The expiry date for this Prospectus is 27 November2001. No securities will be allotted and issued on thebasis of this Prospectus after the expiry date.

Application for ASX ListingApplication will be made to ASX within 7 days afterthe date of issue of this Prospectus for OfficialQuotation of the securities the subject of this Prospectus.

Restrictions on DistributionThis Prospectus has been prepared by Barra. Inpreparing this Prospectus, Barra has taken reasonablesteps to ensure that the information in this Prospectusis not false or misleading. In doing so, Barra has hadregard to the prospectus requirements of theCorporations Law.

The distribution of this Prospectus in jurisdictionsoutside Australia may be restricted by law andtherefore persons who come into possession of thisdocument should seek advice on and observe any ofthese restrictions. Failure to comply with theserestrictions may violate securities laws. Applicantswho are resident in countries other than Australiashould consult their professional advisers as towhether any governmental or other consents arerequired or whether any other formalities need to beconsidered and followed to enable them to subscribefor Shares.

This Prospectus does not constitute an offer in anyplace in which,or to any person to whom,it would notbe lawful to make such an offer.

Prospective investors should read the full text of thisProspectus as the information contained in individualsections is not intended to and does not provide acomprehensive review of the business and financialaffairs of the Company nor the securities offeredunder this Prospectus.

Website – Electronic ProspectusA copy of this Prospectus can be downloaded from the website of the Company atwww.barraresources.com.au, but, there is no facilityfor online applications. The online copy of this

Prospectus does not include an Application Form.Any person accessing the electronic version of thisProspectus for the purposes of making an investmentin the Company must be an Australian resident andmust only access the Prospectus from within Australia.

The Corporations Law prohibits any persondistributing the Application Form unless it is includedin or accompanies a hard copy of the complete andunaltered version of this Prospectus. Any person mayobtain a hard copy of this Prospectus free of charge bycontacting the Company or the Underwriter.

Exposure PeriodIn accordance with Chapter 6D of the CorporationsLaw and ASIC policy this Prospectus is subject to an"exposure period" of 7 days from the date oflodgement with the ASIC, during which noApplications may be processed. This period may beextended by the ASIC for a further period of up to 7days. The purpose of the exposure period is to enablethis Prospectus to be examined by market participantsprior to the raising of funds. If this Prospectus is foundto be deficient, Applications received during theexposure period will be dealt with in accordance withSection 724 of the Corporations Law. No preferencewill be conferred on Applications received, dated orsent to the Company during the exposure period andall such Applications will be treated as if they weresimultaneously received on the date the Offer opens.

I M P O RTA N T N OT I C E

Details of Directors

JOHN CHARLES HOCKING (52)

Non-Executive Chairman

John was born and raised in the Eastern Goldfields ofWestern Australia, to a pioneering family that hashistoric links to the State's newspaper industry, anassociation he maintains today.

John was educated in both Kalgoorlie and Perth andstarted his working career at the Great Boulder GoldMine in 1965. Up until March 1993 he worked in theexploration,mining and supply service industry. Sincethat time he has worked full time on his main interest,supporting grass roots exploration and emergingmining companies listed on the ASX.

John has an intimate knowledge of the explorationhistory of the Kalgoorlie area dating back to the nickel boom.

ROBERT GEORGE COLVILLE (53)ARMIT (Geol.), MAIMM

Managing Director

Bob has over 28 years exploration experience,holdingsenior and executive positions with Geopeko Limited,Newmont Holdings Pty Ltd, Jones Mining NL, JuliaMines NL and Normandy Mining Limited.

He was privileged to be part of successful explorationteams at Ranger in the Northern Territory and atDavyhurst and Goongarrie within the EasternGoldfields. Whilst with Newmont, Bob was creditedwith the discovery of the New Celebration Gold Mine.

Recently Bob has been responsible for undergroundmining contractor Barminco's non-contractingactivities which included the development of the TwoBoys Gold Mine.

Bob is a non-executive director of Barminco andemerging nickel producer Heron Resources NL andbrings to the Board extensive exploration and minedevelopment experience within the EasternGoldfields.

PETER JOSEPH MALONEY (50)B.Com, MBA(Roch).

Non-Executive Director

Peter has in excess of 20 years of experience in seniorcommercial and financial roles both in Australia andoverseas, including 18 years with Western MiningCorporation Limited during which time he held thepositions of Treasurer, Executive Vice President -Americas, and Manager - Commercial and Marketingfor Western Australian Operations.

He has been responsible for numerous fund raisings(both debt and equity), gold loans, commodity salesarrangements and currency and commodity hedging.

Peter's extensive experience in world commodity andfinancial markets brings valued expertise to the Boardof Barra. He holds a Master of Business Administrationfrom the University of Rochester and has completedthe Advanced Management Program at the HarvardBusiness School.

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D I R E C T O R S P R O F I L E S

Dear Investor,

On behalf of my fellow Directors, it gives me greatpleasure to introduce this Prospectus to you and invite you to become a Shareholder in BarraResources Limited.

The Company’s objective is to build the wealth of itsShareholders through the discovery and rapiddevelopment of profitable mining operations on itscurrent tenement holdings and future acquisitions.Barra has acquired or has secured the right to acquire,four highly prospective gold exploration and miningopportunities in the Eastern Goldfields region ofWestern Australia and proposes to utilise funds raisedfrom this initial public offering to carry out a vigorousexploration programme to achieve its objective.

The Eastern Goldfields region is one of the world'sgreat gold provinces with a history of mining, centredon Kalgoorlie, now extending beyond 100 years. Inrecent decades a sustained improvement in theAustralian dollar gold price and advances inexploration and mining technology have led to anenormous increase in gold production in the region.Mining activities have been predominantly based onshallow, low grade, high tonnage deposits which areamenable to open pit mining. These types oforebodies have become increasingly difficult to findand existing mines are in many cases becomingexhausted. The next phase of development in theindustry will be a move to exploit undergroundresources, focusing on higher grades and utilisingadvances in underground exploration and mining

techniques to overcome the higher costs per tonne ofmining these deposits.

Barra is well placed to participate in this phase.The properties acquired from Barminco have beencarefully accumulated over a number of years with these developments in mind, resulting in theCompany having an interest in extensive tenementholdings and, in most cases, the right to obtainexclusive ownership of four quality projects, most ofwhich have already had encouraging drilling results.

Barminco is one of Australia’s largest undergroundmining contractors with extensive experience inunderground gold mining in Western Australia, bothfor other companies and in its own right. Barraexpects to benefit materially from its alliance andService Agreement with Barminco,under which it willhave access on an as-needed basis to Barminco’sworld class expertise and infrastructure, therebyminimising its overheads and funds committed tonon-core activities.

The Company’s Board and management comprise ofindividuals with a blend of experience in theresources industry, commerce and trade, all withsuccessful association with gold mining in the WesternAustralian goldfields.

Details of the Company’s properties, its proposedactivities, and the risks of investing, are contained inthis Prospectus. I invite you to study the documentcarefully and seek appropriate advice so that you maymake an informed investment decision.

I look forward to welcoming you as a Shareholder inBarra Resources Limited.

Yours faithfully,

John Hocking

Chairman


1 . D E TA I L S O F T H I S O F F E R

1.1 The Offer

This Prospectus constitutes an offer by the Companyof 20,000,000 Shares for subscription at an issue priceof $0.25 per Share payable in full on application, plusone (1) Attaching Option for each Share applied forexercisable at $0.25 each on or before 31 August 2003,to raise $5,000,000.

The Shares offered by this Prospectus will be issued asfully paid Shares and when issued,will rank equally inall respects with the existing Shares.

The Attaching Options are granted for no additionalconsideration. For further information regarding theterms and conditions of the Attaching Options, pleaserefer to section 8.2.1 of this Prospectus.

It is anticipated that the Offer will enable the Companyto satisfy the requirements of ASX in relation to theCompany's proposed application for admission to theOfficial List of ASX.

1.2 Purpose of the Offer and Use of Funds

The Company is seeking to raise a minimum of$5,000,000 pursuant to this Offer and it is currentlyexpected that these funds will be applied as follows:

$

Exploration① :

• Riverina 1,415,000

• Burbanks 792,000

• Phillips Find 655,000

• Quinns 314,500

Expenses of the Offer 500,000

Stamp Duty on acquisition of projects 310,000

Additional Exploration and working capital 1,013,500

TOTAL FUNDS 5,000,000

① Exploration costs include amounts payable of $107,500

in respect of securing Barra’s interests in several

tenements.

Upon full subscription of the Offer, the Company willhave sufficient working capital to carry out its statedobjectives.

1.3 Important Dates (Anticipated)

Offer opens 6 November 2000

Offer closes 4 December 2000

Holding statements expected to be despatched 11 December 2000

Trading of Shares and Attaching Options on ASX expected to commence 15 December 2000

Note: The Directors reserve the right to close theOffer at any time or to extend the Closing Date withoutprior notice.

1.4 Applications

An Application for Shares under this Prospectus canonly be made on the Application Form enclosed withthis Prospectus.

Applications must be for a minimum of 8,000 Sharesand thereafter in multiples of 1,000 Shares. Chequesshould be in Australian currency and made payable to"Barra Resources Limited Share Offer Account"and crossed "not negotiable".

Completed Application Forms and cheque(s) must be delivered or mailed in accordance with theinstructions set out on the reverse side of theApplication Form.

Applications must be received by 5.00 pm Perth timeon the Closing Date (subject to the right of theDirectors to close the Offer earlier or to extend theClosing Date without notice).

1.5 Allotments

Allotment of Shares and Attaching Options will bemade as soon as practicable after the Closing Date.The Company reserves the right to allot Shares andAttaching Options in full for any application or to allot any lesser number, and to decline any application received.

Where the number of Shares and Attaching Optionsallotted is less than the number applied for, the surplus application monies will be returned bycheque within 7 Business Days after the Closing Date.Where no allotment is made, the amount tendered onapplication with the relevant Application Form will bereturned in full by cheque within 7 Business Days afterthe Closing Date. Interest will not be paid on monies refunded.

M E S S A G E F R O M T H E C H A I R M A N

A holding statement (whether issued by CHESS or theCompany) will also provide details of an investor'sHolder Identification Number (in the case of aholding on the CHESS subregister) or ShareholderReference Number (in the case of a holding on theissuer sponsored subregister). Following distributionof these initial holding statements to all investors, aholding statement will only routinely be provided toan investor at the end of any subsequent monthduring which the balance of the investor's holding ofsecurities changes.

Existing shareholders will,following Official Quotationof existing Shares by ASX (other than Securitiesdesignated by ASX as restricted securities) receiveholding statements in the Company to replace theshare certificates currently held by them.

A completed and lodged Application Form, togetherwith a cheque for the application monies, constitutesa binding and irrevocable application for the numberof Shares specified in the Application Form. TheApplication Form does not need to be signed to be abinding application.

If the Application Form is not completed correctly, or if the accompanying payment of the applicationmonies is for the wrong amount, it may still be treatedas a valid application. The Directors' decision whetherto treat the application as valid and how to construe,amend or complete the Application Form is final.However, an applicant will not be treated as havingapplied for more Shares than is indicated by theamount of the cheque for the application monies.

1.6 Minimum Subscription

The minimum subscription to the Offer is $5,000,000.

In accordance with section 723 of the CorporationsLaw, no Shares and Attaching Options will be allottedby the Company until the minimum subscription hasbeen subscribed.

1.7 Underwriting

The Offer of 20,000,000 Shares and 20,000,000Attaching Options has been fully underwritten byCIBC World Markets Securities Australia Limited. TheUnderwriter is entitled to an underwriting fee of 5% ofthe amount underwritten and the grant of 2,000,000Underwriter Options (Refer Section 8.2.2 of thisProspectus for terms and conditions of UnderwriterOptions). Details of the Underwriting Agreement,including circumstances in which the Underwritermay terminate, are set out in Section 8.3.1 of thisProspectus.

1.8 ASX Listing

Application will be made to ASX within 7 days after thedate of issue of this Prospectus for the Company to beadmitted to the Official List and for the Shares andAttaching Options to be offered by this Prospectus to begranted Official Quotation by ASX.

Certain of the existing Shares and Options will besubject to escrow periods. Refer to Section 2.10 forfurther details.

The Directors will not allot any securities offered forsubscription pursuant to this Prospectus unless anduntil ASX grants approval for the Company to beadmitted to the Official List. The fact that ASX may

admit the Company to the Official List is not to betaken in any way as an indication by ASX of the meritsof the Company or the Shares and Attaching Optionsoffered by this Prospectus. ASX takes no responsibilityfor the contents of this Prospectus, including anyexperts' reports which it may contain.

Application monies will be held in a separate bank account in trust for the applicants untilallotment occurs.

If permission is not granted for the Company to beadmitted to the Official List and for the OfficialQuotation by ASX of the Shares before the end of 3 months after the date of issue of this Prospectus,any allotment or issue of securities pursuant to this Prospectus will be void and all monies received pursuant to the Prospectus will be repaidwithout interest.

1.9 Non-resident Investors

It is the responsibility of non-resident investors toobtain all necessary approvals for the allotment andissue to them of securities pursuant to this Prospectus.

This Prospectus does not constitute an offer in anyplace in which,or to any person to whom, it would beunlawful to make such an offer.

1.10 CHESS System

The Company will apply to be admitted to participatein the Clearing House Electronic Subregister System("CHESS") in accordance with the Listing Rules andthe Securities Clearing House Business Rules. Onadmission to CHESS, the Company will operate anelectronic issuer-sponsored subregister and anelectronic CHESS subregister. The two subregisterstogether will make up the Company's principalregister of securities.

The Company will not issue certificates to investors.Instead, investors who elect to hold their securities onthe issuer-sponsored subregister will be provided witha holding statement (similar to a bank accountstatement) which sets out the number of securitiesallotted to each investor under this Prospectus. Forinvestors that elect to hold their securities on theCHESS subregister, the Company will, on allotment,issue an advice to investors that sets out the number ofsecurities allotted to the investor under thisProspectus and at the end of the month following theallotment, CHESS (acting on behalf of the Company)will provide investors with a holding statement thatconfirms the number of securities allotted.


First Hit Gold Mine History

OverviewThis Section represents an overview only andincludes, in a summarised form, certain informationcontained elsewhere in this Prospectus. Potentialinvestors should read this Prospectus in its entiretyand, if necessary, consult with their stockbroker,solicitor, accountant or other professional adviserbefore making any investment decision regardingBarra.

2.1 Corporate History

Barra was incorporated on 20 June 2000 in Perth,Western Australia for the purpose of acquiring, orsecuring the right to acquire, prospective explorationand mining permits located in the Eastern Goldfieldsregion of Western Australia. The Company's portfolioof projects has been compiled largely from theexpertise of its major shareholder, Barminco, one ofAustralia's largest underground mining contractors.

Vendor shares and options have been or will be issued to certain parties (including Barminco) inexchange for the sale of certain projects to Barra. (Forfurther information, refer Sections 7 and 8 of thisProspectus).

2.2 Objectives and Strategies of Barra

The Company's philosophy for success is firmly basedon a strategy of targeting exploration and miningactivities towards high grade underground golddeposits. The Company aims to exploit the greaterdifferentiation between revenue and cost that existswhen mining higher grade deposits. Simply put, moreounces (hence revenue) can be extracted for thesame cost. Barra characterises these as "qualityounce" orebodies.

This strategy of focusing on the identification of"quality ounces" for mining operations has beensuccessfully exploited by the Company's majorshareholder, Barminco. Since 1995, Barminco hascapitalised on its skills as one of Australia's largestunderground mining contractors to produce goldfrom moderate sized, high grade undergroundresources. During this time, mining operations havebeen undertaken by Barminco at four undergroundand two open pit operations to produce in excess of145,000 ounces in total.

Barra has entered into a Service Agreement withBarminco whereby Barra will be able to accessBarminco's technical, mining and administrativeservices when needed, at commercial rates. This

arrangement is summarised in Section 8.3.2 of this Prospectus.

The Directors believe that the Company's alliancewith Barminco, its major shareholder, will provideproven readily accessible experience in the mining of the types of deposits which will be Barra'sexploration focus.

2.3 Description of Exploration Projects

2.3.1 Riverina

Riverina is located 145 kms northeast of Kalgoorlie.

The Riverina project comprises 51 tenements covering the previously under explored Mt Ida fault,the deepest of all the major shear zones within theEastern Goldfields, rooted in the mantle. The majority of tenements form one contiguous package, 17 kms x7 kms in area. All major targets are within grantedmining leases.

Highlights of the project can be divided into threepriority target areas:

• First Hit Gold Mine;

• Riverina Gold Mine;

• The 17kms of structural corridor which hosts themajority of known mineralisation within theRiverina area.

Regional

The regional potential at Riverina has been enhancedby the recent discovery by Croesus Mining NL of theirGiles deposit 14 kms directly south of Riverina.

Barminco completed low level aeromagnetics (seeopposite) to establish fundamental controls onmineralisation which appear to be the juxtaposition ofnortheast/southwest cross cutting structuresintersecting the main north/south structural corridor.A number of soil covered untested structuralintersections occur between Riverina and First Hit,south of Riverina and north of First Hit.

The potential for the repetition ofDavyhurst/Giles/Riverina style gold mineralisationis considered high, both because of the geologicalenvirons and the fact that only superficial explorationwork has been undertaken on these targets in the past.


The Riverina Gold Mine

The old Riverina gold mine workings extend over 1.5 kms and are developed within a distinct intenselyaltered shear zone. Records indicate workings are to amaximum vertical depth of 150 metres with totalhistoric production of 99,500t grading 15.8g/t for50,490 ozs. Most production was between 1897-1939with some modern production between 1987-1989. Inthe mid-80’s extensive exploration was conductedwith highly encouraging results but in the early 90'sownership changed a number of times, ultimatelyresulting in the lease being purchased by Barminco inlate 1998.

This exploration work established a resource of24,000t at 30.8g/t (23,750 ozs) beneath the modernmine workings. Drilling for open-pittable resourcesdemonstrated potential for further high grade shootsat depth. In addition, a number of parallel shears inclose proximity to the Riverina workings returned hashigh grade intersections. Recent work by Barmincohas established the 1.5 km strike length to be apervasive mineralised system. All holes in abroadspaced drilling programme intersectedmineralised shear with the best results being 2m at17.5g/t, 2m at 14.6g/t, 3m at 7.5g/t and 3m at 4.5g/t.

Barra proposes to expand the existing resource andinfill drill promising recent broadspaced results.The potential for a major discovery is consideredhigh, with the indication for a 200,000t mineableresource being likely.

The First Hit

The First Hit target area represents the most excitingtarget within the Barra exploration portfolio.

Barminco purchased the lease in late 1996 and itbecame a lower priority whilst Barminco successfullydeveloped the Two Boys and Jenny Wrenunderground mines and the Phillips Find open cutoperations. Only intermittent drilling took placeduring 1997 and 1998. Recent Barminco work tofollow up previous high grade intersections has nowdemonstrated the potential for a significant high gradedeposit. Initial calculations indicate an uncutresource of 50,000t grading 28.6g/t for 46,000 ozswhich is open to the south and also downdip.

Noteworthy high grade mineralisation within thefootwall (4m at 11.4g/t in hole 5 and 7m at 9.0g/t inhole 25) and not included in the above resourcehighlights the potential for the development of goodmining widths. This, combined with excellentcontinuity, provides high confidence levels for theexpansion of the deposit.

Barminco's work has been confined to the immediateFirst Hit old workings and covers a strike length of lessthan 200m.

Barra’s initial exploration work will focus onextending the existing resource, particularly atdepth. Strike extensions will be tested forpotential repetitions.

2 . T H E C O M PA N Y A N D I T S P R O J E C T S

2.3.2 Burbanks

Burbanks is located adjacent to the bitumenCoolgardie/Nepean Road, 9 kms southeast fromCoolgardie. The Burbanks tenement, a grantedmining lease, covers over 5 kms of the Burbanksshear, the most significant gold producing structurein the Coolgardie Goldfield.

The reason for Barra’s enthusiasm for the Burbanksproject is the Birthday Gift mine with its historicalunderground production of 180,000 ozs at a gradeof 27.4g/t. This was one of the richest gold mines inthe Eastern Goldfields of Western Australia and is inkeeping with Barra’s fundamental objective oftargeting quality ounces.

Records indicate historical underground productionfrom both Birthday Gift, Main Lode and LadyRobinson comprised 279,300 ozs. Modern open pitmining in and around the old workings produced afurther 87,040 ozs for a total of 366,340 ozs.

It is pertinent to note that the majority of thisproduction is from above 100m vertical depth andhistorical grade is not biased by any supergeneenrichment as the depth of weathering is near surface.In recent times exploration has focused on theidentification of open cut deposits. The only deeperdrilling was conducted in 1995 where 8 holes testingat approximately 250m vertical depth beneath theLady Robinson/Birthday Gift workings werecompleted. The holes clearly demonstrated theBurbanks shear extends at depth. All holes weremineralised with 3 producing viable intersections of1.2m at 9.4g/t, 1.5m at 12.4g/t and 0.4m at 61.8 g/t.Holes were spaced 100m apart.

At this time, a number of shallower RC holes were also completed testing between 100 to 150m verticaldepth. Four holes updip from the significantintersections in the deeper drilling showed continuityand significant tonnage potential, better intersectionsbeing 11m at 4.6g/t, 6m at 5.9g/t, 4m at 4.4g/t and 2m at 6.5g/t.

Barra propose infill drilling of these target zoneswhich offer potential for 500,000 tonnes (based on the historical underground mining width). The mainpotential lies between Birthday Gift and Main Lode.Previous exploration north of Main Lode has beendirected at open pit material and a number ofpreviously ignored narrow high grade interceptsrequire detailed follow up.

Gold mineralisation at Burbanks is the result of apervasive and intense mineralising process. Thegeology and production to date supported byrecent drilling give every encouragement for thediscovery of a major high grade gold resouce.

2.3.3 Phillips Find

Phillips Find is located 65 kms northeast ofKalgoorlie.

The Phillips Find project area comprises 34contiguous tenements covering an area 13 kms xapproximately 3 kms.

Barminco’s initial interest in the area focused on the Bacchus Gift deposit which they purchased fromCentral Kalgoorlie Gold Mines Ltd and HomestakeGold of Australia Limited for $1.5 million in October 1998.

Barminco profitably mined Bacchus Gift and openedup the Newhaven deposit. By way of joint venture, itexpanded its presence in the area and conducted alow level aeromagnetic survey. The interpretation ofthe aeromagnetics greatly enhanced geologicalunderstanding and revealed hitherto unknownstructural elements. Barminco also completed augersoil geochemistry on a 100m x 100m spacing over theentire project area.

Two major northeast/southwest structural trends hostknown mineralisation with most mines occurring oncross cutting faults. This interpretation has beenconfirmed by Barminco auger soil sampling wherethe majority of high assays fall on structuralintersections. Many of these are soil covered anduntested. Previous exploration has focused mainly onthe Phillips Find mining centre, other old workingsand areas of alluvial gold north of Phillips Find. Nowork has been undertaken south of Phillips Find

where a number of soil covered coincidentgeochemical and structural targets exist.

Barra’s initial work will focus on drill testing coincident geochemical anomalism andstructural targets.

Barra's initial objective is the discovery anddevelopment of a Bacchus Gift repetition. Thegeneral geological setting, especially the corridorhosting the Phillips Find deposits, has potential tohost a significant gold discovery.

2.3.4 Quinns

Quinn Hills project area is located just north of theold Mt Ida township which is 205 kms north of Kalgoorlie.

As with its other properties, Barra's objective is highgrade underground deposits. Initial work will followup a 9m at 17.0g/t intersection within quartz lodematerial at 120m vertical depth. A further hole 150mto the south intersected quartz lode yielding 4m at0.5g/t. Both holes tested below old workings. There ispotential for a moderate tonnage of high gradematerial.


2.9 Related Corporation

Pursuant to the Corporations Law, Barminco is arelated party of the Company.

Following the sale of certain projects to Barra,Barminco will receive 20,000,000 Shares and20,000,000 Vendor Options, thereby becoming asubstantial shareholder of the Company.

Barminco is a promoter of Barra as contemplated bythe Corporations Law. Pursuant to the terms of theagreement for the acquisition of tenements by Barrafrom Barminco (refer section 8.3.2),Barminco is to beissued 20 million Vendor Options under theProspectus.

Assuming that the capital structure of Barra is as setout in section 2.8 and that none of the options havebeen exercised,the voting power of Barminco in Barra(including its associates) is 44.34%.

If Barminco elects to exercise the Vendor Options, it isreasonable to assume that all other parties holdingOptions, being rational investors, would also exercise

those Options. On this assumption (in other wordsthat all options referred to in section 2.8 areexercised),the voting power of Barminco,including itsassociates, would be 47.48%.

Accordingly, on the assumptions set out above, theeffect on the voting power of Barminco (including itsassociates) of the acquisition of shares by Barmincoas a result of the exercise of the Vendor Options wouldbe an increase of 3.14%.

If an assumption is made that no Options other thanthose held by Barminco and its associates areexercised, the voting power of Barminco following anexercise of the Vendor Options would be 61.18%, anincrease of 16.84% from its existing voting power.However, this outcome is unlikely.

The Company's Managing Director, Mr Robert GeorgeColville, is a Non-Executive Director of Barminco.

Barra intends to exercise proper corporategovernance procedures to ensure that all dealingsbetween the Company and Barminco are carried outon an arms-length basis and on commercial terms.


2.8 Capital Structure

At the date of this Prospectus, the issued capital of the Company is 10,000,001 Shares.

The capital structure of the Company at the completion of the Offer will be as follows:

①The Company shall issue 22,500,000 shares to vendors of mining interests upon being admitted to the Official List of the ASX.

➁As at the date of this Prospectus the Company had 2,500,000 Director Options on issue.

➂ A total of 20,000,000 Attaching Options and 20,000,000 Vendor Options are being issued pursuant to this Prospectus.

Pursuant to the Underwriting Agreement, the Company shall issue to the Underwriter 2,000,000 Underwriter Optionsfollowing completion of the Offer.

For full details relating to Terms and Conditions of Options please refer to Section 8.2 of this Prospectus.

No. of Shares No. of Options

Shares on issue at date of this Prospectus 10,000,001

Shares being offered by this Prospectus 20,000,000

Shares to be issued pursuant to agreements① 22,500,000

Total Shares on issue following the Offer 52,500,001

Options on issue at date of this Prospectus➁ 2,500,000

Options being offered by this Prospectus➂ 40,000,000

Total Options on issue following the Offer 42,500,000

To the south of this area the old workings at ForrestBelle and Boudie Rat produced 4,177 ozs between1898 and 1941. Recent open pit mining of both Forrest Belle and Boudie Rat produced 8,803 ozs.Drilling beneath the Forrest Belle open pit indicatesgood potential for underground resources. Betterintersections include 9m @ 11.1g/t,4m @ 9.3 g/t,6m @11.3g/t, 6m @ 5.9 g/t and 2m @ 12.6 g/t.

At Boudie Rat a north plunging high grade quartz-sulphide shoot is exposed in the pit. There is goodpotential for the development of a significant deposit.Better intersections include 5m @ 5.3 g/t, 12m @ 9.5g/t, 28m @ 5.0 g/t, 2m @ 12.6 g/t and 5m @ 8.7 g/t.

To the north of Quinn Hills, Barra's tenements cover 14 kms of the soil covered interpreted position of theIda Fault.

2.3.5 Conclusion

The Ida Fault is a major gold producing structurewhich runs for over 400 kms from Coolgardie in thesouth to beyond Agnew in the north. Major depositslocated on the trend include Davyhurst, Riverina, MtIda, Emu and Bellevue, all high grade deposits.

Barra holds large tenement positions at three strategicpositions along the Ida Fault at Phillips Find, Riverinaand Quinns. Burbanks represents an opportunity totest beneath one of the highest grade historical golddeposits within the Coolgardie Goldfield.

All Barra projects cover well mineralisedenvironments with historical high grade workings andrecent high grade drill intercepts. At First Hit a viableopen ended resource has been established. Theprojects are believed to provide an excellent basis forBarra's pursuit of quality ounces.

2.4 Financial Information

The net asset backing of the Company at the time of completion of the Offer, on the basis of theProforma Balance Sheet set out in the IndependentAccountant's Report in Section 6 of this Prospectus,will be approximately $0.20 per Share. This figure is based on the book value of the Company's mineral properties.

The net asset backing,adjusted to reflect the preferredvaluation contained in the Independent Valuation ofthe Independent Geologists’ Report (as set out inSection 5) will be approximately $0.21 per Share.

2.5 Dividends

In light of the developmental nature of Barra'sprojects, it is not expected that Barra will be in aposition to pay dividends in the short term.

A dividend policy will be considered once Barra hasachieved sustainable profits. Such a policy will takeaccount of the cash requirements for futureexploration, development and growth objectives atthat time.

2.6 Investment Considerations

An investment in Barra should be consideredspeculative given the nature of Barra's assets, theirstage of development, and the variability of the goldprice. A discussion of the risk factors which should beconsidered in connection with an investment in Barrais contained in Section 4 (Investment Considerations).

2.7 Directors' Interests

The Directors and their associates currently have abeneficial interest in approximately 2,000,000 Sharesand 4,500,000 Options. The details of each Director'sinterest is set out in full in Section 8.4 of thisProspectus.

It should be noted that all the Directors will beapplying for additional Shares (either themselves orthrough entities controlled by them) pursuant to this Prospectus.

2.10 Escrowed Shares and Options

The ASX will classify certain Shares on issue at thedate of this Prospectus and certain of the VendorOptions, the Director Options and the UnderwriterOptions as being subject to the restricted securitiesprovisions of the Listing Rules. Accordingly, aproportion of these Shares and Options, to bedetermined by ASX, will be required to be held in escrow.

2.11 Corporate Governance

The Company's main corporate governance policiesand practices are outlined below.

(a) The Board of Directors

The Board is responsible for corporate governance ofthe Company. The Board will develop strategies for theCompany, review strategic objectives, and monitorperformance against those objectives. The goals of thecorporate governance process are to:

• drive shareholder value;

• assure a prudential and ethical base to theCompany's conduct and activities; and

• ensure compliance with the Company's legal andregulatory obligations.

Consistent with these goals, the Board assumes thefollowing responsibilities:

• developing initiatives for profit and asset growth;

• reviewing the corporate, commercial andfinancial performance of the Company on aregular basis;

• acting on behalf of,and being accountable to theShareholders;

• identifying business risks and implementingactions to manage those risks; and

• developing and effecting management andcorporate systems to assure quality.

The Company is committed to the circulation ofrelevant materials to Directors in a timely manner tofacilitate Directors' participation in Board discussionson a fully informed basis.

(b) Composition of the Board

Election of Board members is substantially theprovince of the Shareholders in general meeting.However,subject thereto, the Company commits to thefollowing principles:

• the Board is to comprise of Directors with a blendof skills,experience and attributes appropriate forthe Company and its business;

• the principal criterion for the appointment ofnew and maintenance of existing Directors istheir ability to add value to the Company and its business.

No formal nomination committee or procedures havebeen adopted for the identification, appointment andreview of the Board membership, but an informalassessment process, facilitated by the Chairman inconsultation with the Company's professionaladvisers, has been committed to by the Board.

(c) Independent Professional Advice

Subject to the Chairman's approval (not to beunreasonably withheld), the Directors, at theCompany's expense, may obtain independentprofessional advice on issues arising in the course oftheir duties.

(d) Remuneration Arrangements

The remuneration of an executive director will bedecided by the Board, without the affected executivedirector participating in that decision making process.

The maximum remuneration of non-executiveDirectors is to be determined by Shareholders ingeneral meeting in accordance with the Constitution,the Corporations Law and the Listing Rules, asapplicable. At present the maximum aggregateremuneration of non-executive Directors is $120,000per annum. The apportionment of non-executiveDirector remuneration within that maximum will bemade by the Board having regard to the inputs andvalue to the Company of the respective contributionsby each non-executive Director.

The Board may award additional remuneration tonon-executive Directors called upon to perform extraservices or make special exertions on behalf of the Company.

(e) External Audit

The Company in general meeting is responsible for the appointment of the external auditors of the Company, and the Board from time to time willreview the scope, performance and fees of thoseexternal auditors.

The Company has appointed, with their consent,Deloitte Touche Tohmatsu as its auditors.


(f) Committees of the Board

The Company is not of a relevant size to considerformations of committees to deal with subjects whichthe Board of Directors currently presides over.

(g) Identification and Management of Risk

The Board's collective experience should assist inenabling accurate identification of the principal riskswhich may affect the Company's business. Identifyingkey operational risks and their management, will berecurring items for deliberation at Board meetings.

(h) Share Trading

A formal policy has been adopted to ensurecompliance with the "insider trading" provisions ofthe Corporations Law by executive staff who may be inpossession of sensitive information concerning theCompany's affairs, prior to release to the market.

(i) Ethical Standards

The Board is committed to the establishment and maintenance of appropriate ethical standards to underpin the Company's operations and corporate practices.

Section 3 is a summary of a research papercommissioned by Barra from Bromley & Company,Consulting Geologists. The Principal of Bromley &Company is Mr Greg Bromley, ARMIT(Geol.),FAustIMM, CPGeo who has wide exploration andcorporate experience through out Australia, Africaand the Americas with Normandy Mining and CRA.Mr Bromley's most recent activities have focussedon independent commercial evaluations of a widerange of local and overseas projects for gold, basemetals and diamonds.

Beset by continuing low prices and minimal profitmargins, the gold mining industry should look totradition to restore growth. Rich narrow veinmining offers considerable positive leverage onmining costs and positive exposure to future goldprice movements.

In 1979 gold prices reached their highest point in fiftyyears and stimulated a revival in Australia's goldmining industry. Since then,local production has risen

from 30 tonnes of gold per annum to over 300 tonnesin 1999.

The boom in gold production was aided by newtechnologies, particularly the introduction of simplecarbon in pulp (CIP) extraction techniques andinexpensive high volume open pit mining. Thesetechnologies and price confidence allowed theexploitation of high tonnages of low-grade material inthe longer term.

In Western Australia exploration was able to generateconsiderable near surface low-grade gold resourcesaround abandoned old workings. This was easilymined and gave extremely high CIP recoveries withgood profit margins.

From 1990 (Figure 1) there has been continuingpressure on the gold price. Increased productionglobally, the slow dispersal of official reserves bywestern Central Banks and the practice of forwardselling or hedging have all contributed to the pricedecline. In the face of this the gold market exhibitssurprising elasticity and the price has not reactedcatastrophically. The industry survives but withreduced margins.

The industry has addressed the problem of a declininggold price by cost minimisation and increasedreliance on economies of scale. Analysts have notedunit production costs savings averaging US$13/ozeach year since 1990, assisted in part by the relativeappreciation of the US currency against producernations. Recent data suggests the law of diminishingreturns may be signalling the end to cost minimisationas a viable strategy.

Survival requires a new approachGold mining has survived low prices in the past. TheWest Australian goldfields were able to generate goodprofits against a low, fixed gold price for nearly thirtyyears up to 1979 despite inferior technology and in theface of the "tyranny of distance".In this environment itwas important to maximise the value of each tonne ofore mined. Maximising grade maximises the marginbetween cost and price, generating "quality ounces".

Quality ounce mines and deposits still exist: inAustralia they include Norseman and Bronzewing.TheCanadians have persisted with this style of miningbecause of lack of oxidation. The strength of worldclass producers like Barrick, Homestake and Placercomes from their quality ounce reserves in theArchaean Canadian Shield at Campbell andBousquet, for example. Paradoxically, the readyavailability of oxide ore has largely discouragedAustralians from exploring and developing these sortsof mines in the Post World War II era.

Recent quarterly production data from 170 minesglobally has been reviewed. Figure 2 shows a trend ofincreasing cost per tonne with grade that appears toplateau under US$100. Included is the trace ofcontained value per tonne with increasing grade,which demonstrates the potential leverage.


3 . G O L D I N T H E N E W M I L L E N I UM

A significant number of operations that are reportinghigh profit margins are narrow vein undergroundoperations,often in the older terrains of Canada,Braziland Australia.These run contrary to the conventionalwisdom that has favoured high volume surface miningof modest grades.

These profitable mines are producing "qualityounces" and have a historically demonstratedpotential to survive low gold price periods.

Technological AdvanceQuality ounce deposits occur frequently as narrow,steep dipping veins/lodes with limited surfaceexpression and make poor exploration targets. Recentadvances in geological technique and understandingthrough three-dimensional imaging for example, hasenabled a better idea of structural controls onmineralisation resulting in more predictable resourcemodelling of these types of ore bodies.

Clearly higher grades are advantageous in an open pitsituation but this advantage is rapidly eroded byincreased stripping ratios with depth. Undergroundmining is not as constrained and higher grades have afar more positive multiplier effect through ore haulageto the milling circuit.

While these high-grade orebodies demand a greaterexpertise to be effectively exploited, technological

advances in defining and extracting veins fromunderground make such mining an increasinglyattractive alternative. Advances in rock mechanics,blasting, durability and weight of equipment andgeneral engineering have contributed as have "fasttruck" declines which give efficient access to depthsof 600m below surface. A wider range of extractiontechnologies is available to effectively deal withcomplex ores and milling throughput is less capitaldemanding on a per ounce basis.

A new focus

• Quality ounce deposits have frequently beenoverlooked by exploration in Western Australiaand the potential for new discoveries is very highgiven improved techniques and base data sets.

• The evidence demonstrates that the profitabilityof gold mining is significantly tied to grade.Emerging miners need to focus on this, on quality ounces.

• Quality ounce mines have the advantage ofoffering the investor a solid profit margin andconfidence in a return. The margin limits theimpact of a bearish gold price. In a rising goldmarket, there is considerable leverage on profit return.


An investment in Barra is not risk-free and prospectiveinvestors in the Company should consider the riskfactors described in this Section, together with theinformation contained elsewhere in this Prospectus,before deciding whether to apply for Shares andAttaching Options. Barra operates in the mining andexploration industry and accordingly is subject to therisks inherent in that industry.

The following is not intended to be an exhaustive listof the risks to which the Company is exposed.

4.1 Resource Estimates

Resource estimates are expressions of judgementbased on knowledge, experience and industrypractice. Estimates which were valid when made may change significantly when new informationbecomes available.

In addition, resource estimates are necessarilyimprecise and depend to some extent oninterpretations, which may prove to be inaccurate.Should the Company encounter mineralisation orformations different from those predicted by pastdrilling, sampling and similar examinations, resourceestimates may have to be adjusted and mining plansmay have to be altered in a way which could adverselyaffect the Company's operations.

4.2 Exploration and Development Risks

Mineral exploration and mining are high riskenterprises, only occasionally providing high rewards.In addition to the normal competition for prospectiveground, and the high average costs of discovery of aneconomic deposit, factors such as demand forcommodities, stockmarket fluctuations affectingaccess to new capital, sovereign risk, environmentalissues, labour disruption, project financing difficulties,foreign currency fluctuations and technical problemsall affect the ability of a company to profit from any discovery.

There is no assurance that exploration anddevelopment of the mineral interests described in thisProspectus,or any other projects that may be acquiredin the future, will result in the development of aneconomic ore deposit. Even if the Company holds anapparently viable deposit, there is no guarantee that itcan be profitably exploited.

4.3 Environmental Risks

The Company's projects are subject to WesternAustralian and Commonwealth laws and regulationsregarding environmental matters and the discharge of

hazardous wastes and materials. As with all miningprojects, these projects would be expected to have avariety of environmental impacts should developmentproceed. The Company intends to conduct itsactivities in an environmentally responsible mannerand in accordance with applicable laws.

4.4 Title

All of the tenements in which the Company has aninterest will be subject to applications for renewal, thesuccess of which cannot be guaranteed. If a tenementis not renewed, the Company may suffer significantdamage through loss of the opportunity to developand discover any mineral resources on that tenement.However, the Directors are not aware of any reasonwhy renewal of the term of any tenement will not begranted. For further information on the issue of title,refer to the Solicitor's Report (Section 7).

4.5 Native Title Risks

Reference should be made to the Solicitor's Report inSection 7 for a description of the native title regime.

4.6 Share Market Conditions

The market price of the Shares and Options can fall as well as rise and may be subject to varied and unpredictable influences on the market forequities in general and resource stocks in particular.Neither Barra nor the Directors warrant the futureperformance of the Company or any return on aninvestment in Barra.

4.7 Commodity Price Risk

The Company is exploring for metal commodities,predominantly gold. The Company’s ability todiscover ore containing economic quantities of thesecommodities will be closely related to the price ofthese commodities. Metal prices fluctuate and areaffected by factors beyond the control of theCompany. These factors include world supply anddemand for metals.

4.8 Legal Risks

The introduction of new legislation or amendments toexisting legislation by governments, developments inexisting common law, or the respective interpretationof the legal requirements in any of the legaljurisdictions which govern the Company’s operationsor contractual obligations, could impact adversely onthe assets, operations and, ultimately, the financialperformance of the Company and its securities.


4 . I N V E S T M E N T C O N S I D E R AT I O N S

This Section has been prepared by Bromley & Company and compiled in good faith from information obtainedfrom public sources. Bromley & Company has not verified the accuracy or the completeness of any suchinformation.


$1,662,870 in Year 1 and $1,514,130 in Year 2 following their equity raising. We note that Barra’s minimum expenditureobligation for Year 1 is $1.24 million and a similar Year 2 obligation can be assumed. The proposed explorationprograms developed by Barra’s exploration management team and reviewed by Snowden, have been designed torealise the potential of the projects in the shortest possible time. Barra’s planned commitment of $3,176,000 toexploration and $310,000 to the acquisition of the projects represents about 70% of the funds proposed to be raisedby Barra. This satisfies the requirement of ASX Listing Rules 1.4.2 and 1.4.3.

Snowden is a firm providing specialist mining industry consultancy services in the fields of geology, exploration,resource estimation, mining engineering, geotechnical engineering, risk assessment, mining information technologyand corporate services including independent expert reports and mineral asset valuations. The company, whichoperates from offices in Perth, Kalgoorlie, Sydney, Johannesburg and Vancouver has prepared independent expertreports on a variety of mineral commodities in numerous countries.

This report has been compiled by Dr Philip Snowden who is a professional geologist with twenty nine yearsexperience in the minerals industry including 10 years lecturing in geology in Southern Africa, 6 years with AngloAmerican Gold and Uranium Division in South Africa and 14 years as an independent geological consultant based inPerth. The author is Managing Director of Snowden, a Fellow of the Australasian Institute of Mining and Metallurgy(“AusIMM”) and a Member of the Australian Institute of Geoscientists (“AIG”). The author has the appropriate relevantqualifications, experience and competence to be considered an “Expert” under the definitions provided in the JORCand VALMIN Codes and a “Competent Person”as defined in the JORC Code.

Assistance with preparation of this report has been provided by Mr S Hackett, a Senior Geologist and Mr P Retter, aConsultant Geologist with Snowden. Mr I Miller an experienced geologist with more than 20 years experience andformerly of Barminco Pty Ltd, provided technical support to Snowden through the provision, assembly and synthesisof information pertaining to certain projects. Neither Snowden nor those involved in the preparation of this reporthave any material interest in the projects considered in this report and no association with any Barra personnel.Snowden is remunerated for this report by way of a professional fee determined according to a standard schedule of rates.

Snowden Mining Industry Consultants Pty Ltd has given and has not before lodgement of the prospectus withAustralian Securities and Investment Commission withdrawn its written consent to being named as author of thisreport and to the inclusion of the report in the Prospectus by Barra Resources Limited to be issued on 27 October 2000.

Yours faithfully

Dr P A Snowden D Phil, MAIG, FAusIMM, CPGeo

Principal Geologist and Managing Director


5 . i n d e p e n d e n t g e o l o g i s t ’s r e p o rt

3 October 2000

The DirectorsBarra ResourcesLevel 1/1 Sleat RdAPPLECROSS WA 6953

Dear Sirs

INDEPENDENT GEOLOGIST’S REPORT AND VALUATION OPINION OF BARRA RESOURCESLIMITED’S MINERAL ASSETS

At your request Snowden Mining Industry Consultants (“Snowden”) has prepared an Independent Geologist’s Reportand Valuation Opinion of Barra Resources Limited’s (“Barra”) four exploration projects located in Western Australia:Riverina, Burbanks, Phillips Find and Quinns. It is Snowden’s understanding that the report will be included in aProspectus to be lodged with the Australian Securities and Investments Commission (“ASIC”) on 27 October 2000.The purpose of the Prospectus is to offer for subscription 20 million shares plus 20 million attaching options at an issueprice of $0.25 per share to raise a total of $5 million before costs of the issue. Barra has advised Snowden that it intendsspending approximately $3.17 million of the amount raised on exploration of the projects during the first two yearsfollowing the equity raising.

The objective of this report is to present for each project a geological description, an outline of previous mining andexploration work, an opinion on the potential of the projects to yield successful mining operations in the future andrecommendations for realistic, costed exploration programs for the next two years. In addition the report presentsSnowden’s opinion on the current market value of each of the projects. Snowden’s estimate of the overall preferredmarket value of the four projects is $6.4 million in the range $3.7 million to $9.0 million.

Snowden has based its assessment of Barra’s projects on information provided by Barra, technical reports by previoustenement holders, published documents including Mines Department publications, company prospectus’ and annualreports, computer searches, and site visits to the Phillips Find, Riverina and Burbanks project areas. A listing ofdocuments referenced is provided at the end of this report.

The ownership status of tenements within the project areas which are the subject of this report ranges from outrightownership by Barra to tenements where Barra has established option agreements or joint venture agreements with thetenement owners to acquire ownership or part-ownership through an agreed expenditure arrangement. In addition anumber of tenements have attached royalty agreements. The ownership status for each project is dealt with in aseparate Solicitor’s Report in section 7 of this Prospectus. Snowden has not independently verified ownership and isnot qualified to make legal representations in this regard. Rather we have relied upon information provided by Barraand on tenement searches undertaken through the Mines Department of Western Australia. A listing of the status oftenure is provided in Appendix 2 in this report.

Snowden has not attempted to establish the legal status of tenements within each project with respect to Native Title.Again this matter is dealt with in the Solicitor’s Report in this Prospectus. However,we have been advised of no matterinvolving Native Title that is likely to prejudice Barra’s capacity to explore the projects described in this report.

Exploration and evaluation programs currently planned by Barra on each of their exploration projects amount to


LIST OF TABLES

Table 2.1 Gold production for the Riverina gold mine area and district 1896 – 1988 33Table 2.2 Significant diamond and RC intersections 39Table 2.3 Significant intersections from the Riverina lode – drilling by Barminco, May 2000 40Table 2.4 Underground resource estimates, Riverina lode (reported by Cole, 1995) 40Table 2.5 First Hit prospect – significant drill hole intersection assay results 45Table 2.6 Total expenditure Riverina project Year 1 and Year 2 48Table 3.1 Burbanks project – diamond drill hole lode intersections, drilled 1995 52Table 3.2 Production from Burbanks between 1895 and 1999 53Table 3.3 Total expenditure Burbanks project Year 1 and Year 2 54Table 4.1 Total expenditure Phillips Find project Year 1 and 2 62Table 5.1 Total expenditure Quinn Hills Year 1 and 2 68Table 6.1 Kilburn’s rating criteria 71Table 7.1 Barra’s current attributable interest in the Riverina project 74Table 7.2 Riverina project – valuation of mineral tenements using the Kilburn method 77Table 7.3 Burbanks – valuation of mineral tenements using the Kilburn method 78Table 7.4 Phillips Find project – valuation of mineral tenements using the Kilburn method 80Table 7.5 Quinns project – valuation of mineral tenements using the Kilburn method 81Table 7.6 Summary of project values 82

LIST OF APPENDICES

Appendix 1 Information sources 83

Appendix 2 Western Australian Mines Department ownership and expenditure requirement for Barra tenements 84

Appendix 3 Glossary of technical terms 86

LIST OF FIGURES

Figure 1.1 Regional geological map of the Eastern Goldfields showing the locations of Barra’s four exploration projects 27

Figure 2.1 Riverina project - regional geological setting 28Figure 2.2 Riverina project - tenement plan 29Figure 2.3 Riverina project - aeromagnetics 30Figure 2.4 Riverina project - showing interpreted geology of the Riverina area and principal prospects 32Figure 2.5 Riverina project - plan showing surface geology of the Riverina gold mine and drill hole

collar locations 34Figure 2.6 Riverina project - showing a longitudinal section through workings on the Riverina lode and

pierce points of exploration drill holes showing lode widths and gold grades 36Figure 2.7 Riverina project - First Hit prospect showing the approximate extent of old workings, holes

drilled and holes planned and cross sections A-A’ to B-B’ 43 Figure 2.8 Riverina project - First Hit prospect longitudnal section showing the extent of old workings, pierce

points of holes drilled (with significant lode intersection widths and grades) and holes planned 44Figure 3.1 Burbanks project - regional geological setting 50Figure 3.2 Burbanks project - plan showing tenement boundaries and local geology 51Figure 3.3 Burbanks project - longitudinal section showing historic underground workings, recent open

pits and the proposed target for Year 1 exploration 52Figure 4.1 Phillips Find project - regional geological setting 55Figure 4.2 Phillips Find project - tenement plan 55Figure 4.3 Phillips Find project - geological synthesis from an aeromagnetic survey compiled in May 2000 58Figure 4.4 Phillips Find project - gold geochemical anomalies in ppb from auger samples 60Figure 5.1 Quinns project - regional geological setting 63

Figure 5.2 Quinns project - tenement plan 64

Figure 5.3 Quinns project - longitudinal section through the Forrest Belle prospect 67

Figure 5.4 Quinns project - longitudinal section through the Boudie Rat prospect 67

Figure 5.5 Quinns project - longitudinal section through the Quinn Hills prospect 67


TABLE OF CONTENTS

1.0 INTRODUCTION 26

2.0 RIVERINA PROJECT 262.1 INTRODUCTION 262.2 GEOLOGY 302.3 EXPLORATION AND MINING HISTORY 31

2.3.1 Introduction 312.3.2 Riverina Mining Centre 312.3.3 First Hit Prospect 422.3.4 Other Prospects 46

2.4 EXPLORATION POTENTIAL 462.4.1 Gold 462.4.2 Nickel 47

2.5 PROPOSED EXPLORATION AND EXPENDITURE 47

3.0 BURBANKS PROJECT 483.1 INTRODUCTION 483.2 GEOLOGICAL SETTING 483.3 EXPLORATION AND MINING HISTORY 493.4 EXPLORATION POTENTIAL 533.5 PROPOSED EXPLORATION AND EXPENDITURE 54

4.0 PHILLIPS FIND PROJECT 544.1 INTRODUCTION 544.2 GEOLOGY AND MINERALISATION 564.3 EXPLORATION AND MINING HISTORY 57

4.3.1 Phillips Find Mining Centre Tenements 574.3.2 Foxton Tenements 574.3.3 Digger Drilling Tenements 594.3.4 Barminco’s Involvement 59

4.4 EXPLORATION POTENTIAL 604.5 PROPOSED EXPLORATION AND EXPENDITURE 61

5.0 QUINN HILLS PROJECT 625.1 INTRODUCTION 625.2 GEOLOGY 635.3 EXPLORATION AND MINING HISTORY 63

5.3.1 Arrow Resources Agreement 635.3.2 Western Areas JV 655.3.3 Other Tenements 66

5.4 EXPLORATION POTENTIAL 665.5 PROPOSED EXPLORATION AND EXPENDITURE 68

6.0 VALUATION CONSIDERATIONS 686.1 INTRODUCTION 686.2 FAIR MARKET VALUE OF MINERAL ASSETS 686.3 METHODS OF VALUING EXPLORATION TENEMENTS 69

7.0 VALUATION OPINION 737.1 RIVERINA PROJECT 737.2 BURBANKS PROJECT 757.3 PHILLIPS FIND PROJECT 767.4 QUINNS PROJECT 777.5 VALUATION SUMMARY 82

1 INTRODUCTIONBarra Resources Limited (“Barra”) has acquired the rights to four exploration projects in the west of Western Australia’sEastern Goldfields. The projects, Riverina, Burbanks, Phillips Find and Quinns are all located within the north-southstriking Coolgardie – Mount Ida greenstone belt (Figure 1.1.)

Riverina is a large and significant project area centred on the old Riverina gold mine 100 km north-northwest ofPhillips Find. It comprises over fifty tenements that fall within eight different ownership categories. The old Riverinagold mine is likely to be a strong focus for exploration, however, there are several other good quality prospects in thearea that will be early targets for gold exploration. Although gold exploration is likely to be Barra’s principalexploration interest within the Riverina project it also has potential for laterite nickel deposits.

Burbanks comprises a single tenement owned 100% by Barra. It is located south of Coolgardie at the southern end ofthe Coolgardie greenstone belt and was a significant underground mining operation during the late 1800’s through tothe 1940’s. During the 1980’s and 1990’s Burbank’s Birthday Gift workings were open pit mined and a smallunderground operation was also conducted.

Phillips Find is situated about 50 km north-northwest of Coolgardie. It covers 3,610 hectares and comprises 34tenements that fall into three main groups based on their ownership status. Barra owns outright the Phillips FindMining Centre tenements and is earning its way into the Foxton and Digger Drilling properties respectively. In the 1930’sthere was a small mining operation at Phillips Find Mining Centre. As recently as 1999 Barminco mined two small pits,Newhaven and Bacchus Gift. In many respects exploration of Phillips Find is at an early stage and the project requiresan intensive program to follow coincident aeromagnetic structural targets and soil geochemical anomalism.

The Quinns project comprises 11 tenements that fall into five separate ownership groups. The project is located at thenorthern end of the Mount Ida greenstone belt about 80 km north of Riverina. On the southernmost “Arrow Agreement”tenement there are two old underground mines (Forrest Belle and Boudie Rat) that have recently (1997) been mineddown to 25 m in small open pits. The sites of these two operations and the old Quinn Hills mine on the Western AreasJV tenement will be the targets of Barra’s early exploration effort since they have the potential to yield smallunderground narrow stope gold mining operations in the short-term. Most of the Quinns project area has notpreviously been explored in any systematic way.

2 RIVERINA PROJECT

2.1 Introduction

The Riverina project area is located approximately 145 km north-northwest of Kalgoorlie (Figure 1.1). The area isreadily accessed by travelling the bitumen highway north from Kalgoorlie to Menzies (130 km) and then west on theMenzies to Riverina dirt road for 45 km. The area of interest is shown on the Geological Survey of Western Australia1:100,000 Riverina geological sheet 3036 (Wyche, 1999).

The project area is situated within the Mount Ida greenstone belt, a north-striking belt of predominantlymetamorphosed mafic and ultramafic rocks that forms the western boundary of the Eastern Goldfields geologicalprovince. Traversing the length of this belt is the Ida fault on which Wyche confers regional significance since he believes this structure marks the western limit of the Eastern Goldfields. Recent seismic reflection profiling clearly demonstrates the Mt Ida fault is the deepest major structure in the Goldfields and taps the mantle (Swager andothers, 1996).

Barminco’s tenements are mostly located to the east of the Ida fault and group together in four principal blocks witha few outlier tenements. The regional setting of the tenements is shown on Figure 2.1. The central and most extensivegroup of tenements in the Riverina project will be referred to in this report as the Riverina area. It incorporates in itssouth the old Riverina gold mine workings. About 5 km north of the Riverina area is the 18 Mile Well area and a further10 km north is the Snake Hill area. Twenty five kilometres south of Riverina is the Mulwarrie area. From north to souththe tenements extend over a distance of about 70 km.


Figure 1.1: Regional geological map of the Eastern Goldfields showing the locations of Barra’s four exploration projects

GROUP 1. Barra Resources – 100%These tenements were pegged or purchasedoutright by Barminco and include: in theRiverina area M30/43, M30/154, M30/84,M30/158, P30/924, E30/238 and E30/239, in theMulwarrie area P30/958, P30/959, P30/960,P30/961.

GROUP 2. Greater Pacific Gold NL – RiverinaMine Agreement.These tenements include the old Riverina goldmine workings: M30/60, M30/97, M30/98,M30/61.

GROUP 3. Greater Pacific Gold NL – RegionalAgreement.These tenements constitute the largest area ofBarminco’s Riverina project. The followingtenements are included: E30/165; P30/909 toP30/923; P30/932 to P30/933, P30/955 toP30/957; M30/155 to M30/157.

GROUP 4. Davey AgreementThe following tenements are included withinthis agreement: P30/847 (one third), P30/894,M30/99, M30/118, M30/134 and E30/193.

GROUP 5. Viskovich AgreementThe Viskovich agreement covers a singletenement: M30/133.

GROUP 6. Coumbe AgreementThe following tenements are included withinthis agreement: P30/839, P30/840 and twothirds of P30/847.

GROUP 7. Foster AgreementThe Foster Agreement covers a singletenement: E30/106.

GROUP 8. Killoran/Snake Hill AgreementTwo tenements, E29/290 and E30/166, locatedin the far north of the project area, areincluded in this agreement.

P R O S P E C T U SB A R R A R E S O U R C E S L I M I T E D 28 29P R O S P E C T U S B A R R A R E S O U R C E S L I M I T E D

Access to the project area is generally straightforward with the only exception being after heavy rains. Relief istypically low with the highest point around Mount Morley in the Riverina area which is 541 m above the AustralianHeight Datum. The area largely falls within the Riverina Station with the Riverina Homestead located just to the south-southeast of the Riverina mine workings.

The Riverina project tenements in the Riverina and 18 Mile Well areas are identified on Figure 2.1 and are colour codedwith respect to their ownership status and with respect to agreements into which Barminco has entered on Figure 2.2.The tenements can be considered within eight ownership categories. The ownership and purchase arrangements foreach of the eight tenement groups is summarised below.

Figure 2.2: Riverina project - tenement plan

Figure 2.1: Riverina project - regional geological setting

2.2 GEOLOGY

The Riverina project incorporates a significant part of the southern half of the Mount Ida greenstone belt (Figure 1.1and Figure 2.1). Mapping by Wyche (1999) has shown that the belt is built from two principal rock types –metamorphosed ultramafic rocks which are abundant in the east of the belt and metamorphosed basaltic rocks.Sedimentary rocks in the greenstone sequence are rare and are restricted to thin bands of shale and siltstoneoccurring between basaltic lava flows. West of the Ida fault the stratigraphy is regarded by Wyche to belong to theBarlee Terrane where the dominant rocks are predominantly tholeiitic basalt. East of the fault the stratigraphicsequence is classified as belonging to the Kalgoorlie Terrane and the structural regime that has operated is widelyregarded as similar to that described from the Phillips Find area as well as elsewhere in the Eastern Goldfields.

The geology of the Riverina area is particularly well illustrated through an aeromagnetic geophysical surveycommissioned by Barminco in 1999. The results of the survey are shown on Figure 2.3 and a detailed geologicalinterpretation of the data is shown on Figure 2.4. This map has been compiled by Barra’s geophysical consultant Mr IJones (Jones, 1999) following interpretation of an aeromagnetic data set acquired by Barminco in 1999. Theinterpretation is based on 1:25,000 scale airborne magnetics data supported by available geological maps. Also shownon Figure 2.4 are the locations of the principal old mines and old workings in the area.

It is evident from Figure 2.3 that the geology is dominated by relatively thin ultramafic units within a broad terrane ofhigh magnesian basalt.

Gold mineralisation occurrences within the Riverina project are intimately related to the structural geology of the area.Most descriptions of the mineralisation indicate that it generally occurs in faults and fractures displaying “brittle”characteristics and occasionally in more ductile shear structures that coincide with north-striking ultramafic rocks.

2.3 EXPLORATION AND MINING HISTORY

2.3.1 Introduction

The Mulwarrie, Riverina, 18 Mile Well and Snake Hill blocks of tenements that constitute the Riverina project coversome 20 km of strike within a 70 km strike length of the Mount Ida greenstone belt. This represents a significantconsolidation of land that has historically been held by numerous independent parties. The history of mining andexploration in the project area is, with the exception of the Riverina Mining Centre, not well documented.

The most reliable record of historical gold production from the Riverina area is contained within records of oldGeneral Mining Leases (“GML’s”) archived in the Western Australian Mines Department. The GML’s for whichproduction records were recovered are summarised in Table 2.1. Most of the GML’s in the table are located in thegeneral vicinity of the Riverina gold mine or within a few kilometres of it. The production records serve to highlightperiods of activity within the gold mining industry of the area as well as the general intensity of production.

At this stage Snowden has no record of prior mining from the Mulwarrie tenements in the far south of the project areaand from the 18 Mile Well and Snake Hill tenements in the far north.

2.3.2 Riverina Mining Centre

The Riverina Mining Centre is discussed here with respect to Figures 2.5 and 2.6. Figure 2.5 shows a plan of the Riverinagold mine area with the plan projection of the principal lodes, the old shafts and drill hole collars of holes drilled invarious campaigns. Figure 2.6 is a long section in the plane of the Riverina lode showing historical development,areasstoped, drill hole pierce points, thickness and gold grade.

History

1896. Exploration of what was to become the Riverina Mining Centre and later the Riverina gold mine commenced in1896 with the arrival of prospecting parties during the initial Western Australian gold rush.

1897 – 1931. The Mining Centre was occupied and worked by a number of small, generally undercapitalisedsyndicates, operating on small lease holdings utilising primitive mining methods. Most small workings in the areaceased operation in 1916 with just a handful continuing. In the period to 1929 a total of 26,531 ounces of gold werereportedly produced from 40,427 tonnes of ore with an average grade of 20.1 g/t.

1932 – 1984. In 1932 the Murchison Gold Development Company Limited acquired two of the companies which wereoperating at the mining centre,Riverina Gold Mines Pty Ltd and the Riverina South Gold Mining Company NL. In 1937Murchison Gold refurbished the mine and restarted operations. Between 1937 and 1939 the company produced11,669 ounces from 32,600 tonnes of ore at an average grade of 11.0 g/t gold. With the intervention of the Second WorldWar production at the mine fell away substantially and there was only minor production through to 1950. During theperiod 1950 through to the early 1980’s the mine was worked occasionally.


Figure 2.3: Riverina project - aeromagnetics

Table 2.1

Gold production for the Riverina gold mine area and district 1896 – 1988

(all mines listed below are within the project area)

Project GML Period Tonnes of Ore (t) Ounces of Gold Grade (g/t Au)

*Riverina 1897-06 11254 7096 19.6

*Riverina South 1896-06 18451 13443 22.7

*Riverina South Extended 1896-06 43.9 Panned

*Victorian 1899 385 214 17.3

*Riverina No 1 North 1898-99 128 76.8 18.7

*Riverina North Extended 1899 33 67.8 63.9

*Victoria Extended 1899-1900 47 113.2 74.9

-Dungan 1899-01 160 93 18.1

-Ajax 1900-02 260 263 31.4

*New Find 1899 25 184.7 229.8

*Riverina 1901-03 106 72.6 21.3

*Duchess of York 1901-02 134 70.5 16.4

*Three Gins 1902-03 24.5 69.3 88.0

*Yankee-Doodle 1902 29 12.1 13.0

*Reggie 1904-05 100 56 17.4

*Duchess of York 1904 45 20.3 14.0

*Riverina North 1904-05 77.8 52.2 20.9

*Riverina Main Reef 1905-07 413 170.8 20.9

*Pirate 1905-07 384.5 255.7 20.7

*Riverina 1907-15 6552 3438.7 16.3

*Riverina 1928-29 2209 1117.7 15.7

Riverina South 1937-39 32600 11669 11.1

-Terminal 1938 26 42 50.2

-Golden Cockatoo 1938-40 6 105 544.3

-Rabbit 1938-50 940 1480 49.0

-Paramount 1938-79 5300 3928 23.1

-Golden Cockatoo 1940-41 36 51 44.1

-First Hit North 1957 5 6 37.3

-Riverina South 1981 155 20 4.0

-Paramount 1981-83 465 45 3.0

-First Hit 1984 2 6 93.3

-Riverina &Riverina Dumps 1988 18421 5418 9.1

Total 98,773.8 49701.3 Avg Grade 15.7 g/t

* Production from historical GML’s covering the Riverina Gold Mine

- GML’s elsewhere within the Riverina project


Figure 2.4: Riverina project - showing interpreted geology of the Riverina area and principal prospects

1984. In 1984 the leases at the Riverina MiningCentre were consolidated for the first timewhen Riverina Gold NL, a subsidiary of AztecExploration Limited, entered into agreementswith Mr George Vujcich and local pastoralist MrFrederick Cock.

1984 – 1986. Riverina Gold NL conducted nearsurface exploration mostly east of the Riverinalode with the objective of locating an orereserve amenable to open pit mining as well asevaluating the underground mining potentialof the Riverina lode. This exploration workconfirmed the occurrence of significant goldvalues along a strike length of about 3.5 kmand to a depth of 220 m below surface in thecore of the Riverina lode.

The exploration during this perioddemonstrated that the Central and Reggielodes, located east of the Riverina lode,contained anomalous gold values along 200 mstrike length. While this work confirmed thepresence of near surface high grade shoots inthe Central and Reggie lodes,there appeared tobe limited potential to develop large open pitmining operations.

1986. Riverina Gold NL successfully listed onthe Australian Stock Exchange in June 1986following the issue of a prospectus offering 3million shares to fund an extensiveunderground exploration program.

1987. Riverina Gold changed their explorationfocus from exploring for an open pit operationto re-establishing an underground miningoperation on the Riverina lode. Riverina Goldcontracted Jann Mining Pty Ltd to dewater andrehabilitate the northern part of the main lineof Riverina lode workings. Workings developedin the past from the South shaft were notdewatered.

A program of mine evaluation ensued andinvolved sampling old stopes andunderground geological mapping. Fivediamond holes were drilled from surface and afurther 14 diamond holes were drilled fromunderground. To achieve access to theunderground workings the contractordeepened and rehabilitated the North shaftand equipped it with a head frame and winder.


1988 – 1989. In 1988 Jann Mining entered a Tribute Mining Agreement with Riverina Gold to mine selected ore blocks.Between September 1988 and August 1989 a program of underground mining was carried out. During this period theold Central shaft was deepened by about 40 m (ie from four metres below the old 4 level) and a new No 5 level wasdeveloped by driving on the old No 6 shoot. Approximately 18,400 tonnes of ore were broken and hoisted to thesurface during this period. The ore was treated in a series of 16 parcels at five different carbon-in-pulp treatment plants,between Leonora and Kalgoorlie, to recover approximately 5450 ounces of gold. There has been no further miningconducted in the period since this program of mining concluded at the Riverina mine.

During 1989 Riverina Gold compiled all exploration data and prepared resource estimates.

1990 – 1993. In October 1990 through a scheme of arrangement Aztec acquired all shares in Riverina Gold NL and thecompany ceased to be listed on the Australian Stock Exchange. During the period through to 1993 the company wasinactive.

1993. In June 1993 Riverina Gold Mines NL acquired all Aztec shares and purchased the mining tenements M30/16,M30/60,M30/97 and M30/98. A prospectus was issued to raise $4.89 million and the company was listed in November1993.

1994 – 1996. Riverina Gold Mines NL raised additional working capital to explore the shallow oxide resources on theCentral and Reggie lodes. During 1995 and 1996 Riverina Gold Mines drilled between the Central and South shafts onthe main Riverina lode and confirmed the ore blocks grading 5 g/t gold, that had previously been identified below theold mine workings.

1997. Riverina Gold Mines NL underwent a name change to Greater Pacific Gold NL.

1998. In late 1998 Greater Pacific Gold sold its Riverina tenements to Barminco.

1999 – 2000. During 1999 Barminco commissioned the flying of a new aeromagnetic survey and follow-upinterpretation. During May 2000 Barminco drilled nine RC holes BRV1 to BRV9 beneath the old workings on theRiverina lode.

Geology

The old Riverina mine (Figure 2.5 and 2.6) is contained within a sequence of meta-basalts with minor intercalationsof meta-sediments sandwiched between ultramafic rocks. All the rocks display a northerly strike with near verticaldipping foliation throughout. Shear zones within the rock sequence are common and, where they are intense, theyhave been referred to as “mylonite zones”. Gold mineralisation at Riverina is reportedly confined to four principalmylonite zones or lodes (which have also been called banded tuffs). In the north of the mine area the four lodes are,west to east,Riverina,Central,Reggie and Pirate. Of these the Riverina lode is historically the most important. It showsgreater strike continuity to the south than do the other lodes and has supported the most important mining operationin the area.

There are four vertical shafts on the line of lode. The northern shaft is named Riverina,150 m south is North shaft,250m south of North is Central-Main and a further 320 m south is South shaft. Records of mapping for the undergroundmine identify minor faults in three categories: sinistral strike faults which are subparallel to the lodes; cross faultsstriking to the northwest and low angle faults striking north-northeast and dipping to the southwest. Most faultsencountered in the underground workings at Riverina have caused relatively minor disruption.

Gold mineralisation and associated alteration at Riverina mine is reported by Dreverman (1999) to be confined tomylonite zones where it is associated with quartz and sulphide minerals. The mineralised zones within the myloniteare typically about 1.5 m wide. Previous mine production has indicated that gold is free milling. Alteration of the footand hanging walls of the lode confirms that wall rock alteration has occurred but with little or no associated goldenrichment. Dreverman has described the mineralised lodes as banded ferruginous and silicified zones with paralleland cross-cutting veins surrounded by bleached footwall and hanging wall rocks. Pyrite is the most common sulphide,often replacing pyrrhotite, with arsenopyrite, galena, sphalerite and chalcopyrite.


Figure 2.5: Riverina project - plan showing surfacegeology of the Riverina gold mine and drill hole

collar lacations


Figure 2.6: Riverina project - showing a longitudinal section through workings on theRiverina lode and piercepoints of exploration drill holes showing lode widths andgold grades

Table 2.2

Significant diamond and RC intersections from the Riverina lode – pre Barminco

Hole ID Vertical Depth Date Drilled Lode Width (m) Grade Au (g/t) RL (m) Drill Type Below Surface (m)

RD05 192 1988 1 8 250.5 DIAMOND RD06 157 1988 2 4.51 285.5 DIAMOND RD1 150 1988 2.35 5.45 297 DIAMOND RD10 261.5 1988 0.20 1.20 189.5 DIAMOND RD12 233 1988 0.40 13.15 219 DIAMOND RD2 190 1988 3 10.45 255 DIAMOND RD20 197.5 1988 1.67 5.72 245 DIAMOND RD28 180 1988 3 1.56 263 DIAMOND RD29 162.5 1988 2 17.24 251 DIAMOND RD30 289 1988 - NSA 155 DIAMOND RD30 20 1988 3 51.76 223 DIAMOND RD4 182 1988 2 1.24 260.5 DIAMOND RD8 200 1988 1.45 1.22 247 DIAMOND RD9 173.5 1988 1.28 3.64 273 DIAMOND RV07 62 1988 - NSA 380.5 RC RV12 41 1988 - NSA 409 RC RV13 50 1988 - NSA 399 RC RV14 43 1988 - NSA 404 RC RV15 52 1988 1 1.09 395 RC RV16 43 1988 1 9.81 402 RC RV17 41.5 1988 2 21.06 403.5 RC RV219 3.5 1993 5 12.41 439 RC RV273 13 1993 2 16.39 429.5 RC RV275 13 1993 1 1.76 429.5 RC RV276 21.5 1993 - NSA 421 RC RV277 37 1993 1 2.90 405.5 RC RV279 13 1993 1 1 429.5 RC RV281 13 1993 2 3.10 429.5 RC RV282 23 1993 1 4.21 419.5 RC RV283 39 1993 1 4.54 403.5 RC RV284 22 1993 6 6.57 420.5 RC RV285 33.5 1993 4 5.19 409 RC RV286 6 1993 2 5.53 436.5 RC RV287 20 1993 1 1.55 422.5 RC RV288 36 1993 2 9.82 406.5 RC RV289 12.5 1993 - NSA 430 RC RV290 32 1993 4 7.72 410.5 RC RV291 68 1993 - VOID 374.5 RC RV297 11 1993 1 3.25 431.5 RC RV298 28 1993 3 10.70 414.5 RC RV299 51.5 1993 4 15.26 391 RC RV301 33 1993 3 10.83 409.5 RC RV302 51 1993 2 3.21 391.5 RC RV303 59 1993 1 5.27 383.5 RC RV304 77 1993 3 1.94 365.5 RC RV305 38 1993 2 6.26 404.5 RC RV306 51.5 1993 2 6.54 391 RC RV307 55 1993 2 3.34 387.5 RC RV308 52.5 1993 2 2.68 390 RC RV309 3 1993 1 31.25 369.5 RC RV310 72 1993 1 1.57 370.5 RC RV313 71 1993 1 1.42 371.5 RC RV80 49 1993 3 3.42 402 RC RV81 39 1993 - NSA 410 RC RV82 56 1993 3 1.66 391 RC RV83 67.5 1993 - NSA 379 RC RV84 47 1993 1 1.68 399 RC RV85 50 1993 1 1.17 395 RC RV86 20 1993 - NSA 420 RC

NSA – no significant assay


Previous Mining

The extent of mining on the Riverina lode is displayed on the long section in Figure 2.6. Most of the mining was carriedout prior to 1920 from four principal shafts: Riverina,North,Central and South shafts. The deepest mining was on No.6shoot with mining down to 5 level – approximately 150 m below surface. Access to the No. 6 shoot was via the Northand Central shafts. During 1987 Riverina Gold (under the management of Aztec and their joint venture partner JannMining) mined the ore block on No.6 shoot between the 4 and 5 levels. This followed a drilling program below 5 levelnear the North shaft during August 1987.

Exploration

Exploration of the Riverina gold mine was most intense between 1984 and 1988 when Aztec had management ofRiverina Gold. During this period the following work was undertaken:

• low level aeromagnetics survey on a 100 m line spacing and a detector height of 60 m;

• drill program 1 – surface diamond drill holes RD1 – RD10, RD12, RD17 and RD28 – RD30 for a total of 3485 m;

• drill program 2 – underground diamond drill holes RD11, RD13 – RD16, RD18 – RD27 for 1088 m;

• 403 RAB and vacuum holes to test the shallow surface potential in the vicinity of the Central,Reggie and Pirate lodes;

During 1995 Riverina Gold Mines NL undertook the following work:

• 244 RC drill holes for 14,688 m testing the Riverina,Reggie and South Reggie lodes. Holes were spaced 10 m aparton 25 m spaced drill lines. Following this drilling a resource of 174,000 tonnes at 1.86 g/t was estimated to a depthof 50m.

• in 1997 (August) a program of diamond drilling aimed to intersect the Riverina lode below 5 level near Northshaft was completed;

• significant diamond and RC drill hole lode intersections acquired during 1988 and 1995 drilling campaigns aresummarised in Table 2.2.

In May 2000 Barminco drilled nine RC holes BRV1 to BRV9 beneath the old workings at Riverina. The holes were drilledto intersect the lode in areas between known shoots to confirm continuity of lode between existing shoots andestablish the intensity of the mineralised system. The assay results arising from this drilling are summarised in Table 2.3.

The collar locations of all holes drilled are shown on Figure 2.5. The Riverina lode drill hole piercepoints and lodeintersection widths and grades for all “RV”,“RD”and “BRV”holes are shown on the long section Figure 2.6.

Exploration drilling results

Table 2.2 presents a list of significant Riverina lode intersections achieved during exploration drilling campaigns in1988 and 1993. Table 2.3 presents the results of Riverina lode intersections obtained by Barminco’s RC drillingcampaign in May 2000. The lode drill hole pierce points are plotted on the long section Figure 2.6.

Resource estimate

Following their 1988 surface and underground drilling and underground sampling campaigns, Riverina Gold NlInferred and Indicated resource estimate. The estimate included resources occurring over a strike distance of 1200 mand between the surface and 360 m below surface. Cole (1993) reports that the resource is confined to the Riverinalode which has a sharp contact with the wall rocks easily identified by eye. The resource was estimated by polygonswith application of a 30 g/t top-cut, a minimum mining width of 1.5 m and a bulk density of 2.85 tonnes per cubicmetre. Cole, in his report, recorded the resource estimate summarised in Table 2.4.



Assessment of work done

The Riverina lode is the most significant target for exploration in the Riverina gold mine area. The exploration drillingresults, achieved in various drilling campaigns since 1987, reveal strong potential to establish a narrow vein stylemining operation. The following observations are relevant in evaluating the potential of the area:

• the pattern defined by old stopes on the long section (Figure 2.4) suggests an overall 50-60 degree southerlyplunge of mineralised shoots;

• viewed in plan the Riverina lode shows a distinct strike change in the vicinity of North shaft. This changecoincides approximately with the No. 6 and No. 7 shoots shown on the long section. These also appear to be themost significant shoots, from a gold grade point of view, based on the currently available exploration drilling;

• the down plunge continuity of No. 6 shoot below 5 level has been identified in three key holes, RD29, RD2 andRD3. This drilling suggests that an ore block with dimensions 100 m x 100 m x 2.5 m could exist. With a bulkdensity of 2.7 tonnes per cubic metre this would represent an ore block of 67,500 tonnes. Based on the availableassay data the average grade could be in the range 10 g/t to 20 g/t gold. Assuming a 10 g/t average grade this 100m x 100 m block would contain some 21,700 ounces of gold with 217 ounces per vertical metre.

In Snowden’s opinion there is strong justification to explore both the strike and plunge extensions of this potential oreblock. An important issue to be considered during evaluation of this orebody is the occurrence of coarse gold.Snowden has noted references to coarse gold in documentation on the nature of the Riverina orebody. Coarse goldexacerbates the difficulty (often one of underestimation) encountered when diamond drilling narrow quartz veinlodes to obtain representative intersections of the lode.

With this point in mind it is Snowden’s opinion that the exploration drilling results so far obtained from widely spaceddrill holes between No. 6 shoot and South shaft, 400 m to the south, is worthy of further exploration. Eight drill holeintersections of the Riverina lode have been obtained below 4 level over the 400 m strike extent from a 50 m verticalinterval. From south to north the intersections are:

RD5 1 m @ 8.0 g/t BRV6 3 m @ 9.62 g/t

RD6 2 m @ 4.5 g/t BRV5 3 m @ 6.87 g/t

BRV8 4 m @ 9.78 g/t BRV4 3 m @ 4.27 g/t

BRV7 1 m @ 4.56 g/t RD20 1.7 m @ 5.7 g/t

Snowden is of the opinion that these intersections are very significant and justify additional exploration drilling andpossibly on-lode strike exploration development.

The Riverina lode above 4 level between the North and South shafts (550 m strike extent) has been partially mined.Only part of the area between Central and South shafts has been drilled and returned a range of grade values whichin Snowden’s opinion are significant. They justify additional exploration and the area should be properly evaluated ina mining study. North of the Riverina shaft the reef has been partially explored with a comparatively low level ofsuccess. Additional exploration is justified but it is considered to be of relatively low priority.

Snowden has not attempted to assess the exploration potential of the Central, Reggie and Pirate lodes to the east ofthe northern part of the Riverina lode in detail, although we have examined all drill sections. Exploration of theselodes (prior to Barminco’s involvement in the project) resulted in the definition of a small shallow resource at arelatively low grade. The results provided little encouragement to justify additional exploration at the time, however,detailed evaluation of all available information should be carried out especially with a view to high gradeunderground mining opportunities which are indicated in drilling results.


Table 2.3

Significant intersections from the Riverina lode - drilling by Barminco, May 2000

Hole ID Easting Northing RL Depth From To Assay Resample Intersections(AMG) (AMG) (AHD) (m) (m) (m) (g/t Au) (g/t Au) (g/t Au)

BRV01 264157 6707058 445.3 238 187 188 0.15 188 189 0.11 189 190 0.12 190 191 0.14 4 m Alteration Zone

BRV02 264156 6707014 444.4 222 140 141 1.44 1.43 1 m @ 1.44 BRV03 264207 6706759 443.1 114 108 112 8.72 4.29 4 m @ 6.5 BRV04 264220 6706710 443.5 192 156 157 8.91 7.42

157 158 3.00 3.56 158 159 1.44 1.31 3 m @ 4.27

BRV05 264242 6706658 445.2 180 128 132 2.31 4 m @ 2.31 145 146 8.19 3.21 146 147 12.3 12.80 147 148 2.08 2.68 3 m @ 6.87

BRV06 264247 6706607 441.6 198 183 184 6.20 5.81 184 185 23.00 19.10 185 186 1.68 1.94 3 m @ 9.62

BRV07 264431 6706562 439.8 204 144 145 2.32 1 m @ 2.32 160 161 4.77 4.35 1 m @ 4.56 165 166 1.12 1.40 166 167 1.65 1.77 167 168 2.60 1.68 3 m @ 1.70

BRV08 264255 6706512 439.8 204 206 207 18.80 11.90 207 208 21.10 18.10 208 209 0.50 0.41 209 210 3.88 3.56 4 m @ 9.78

BRV09 264162 6707109 445.4 202 187 188 0.15 188 189 0.11 189 190 0.12 190 191 0.14 4 m Alteration Zone

All holes except BRV07 are inclined 58 degrees towards 088 degrees. BRV07 is inclined 56 degrees towards 268 degrees.

Table 2.4

Underground resource estimates, Riverina lode (reported by Cole, 1995)

Block Tonnage (t) Grade (g/t Au) Contained Ounces

Inferred Resource South shaft 4 Level to RL 200 m, 3 and 4 shoots 35,000 14.0 15,800 North and Central shafts 5 Level to RL 200 m, 5 and 6 shoots, and 34,000 12.0 13,100 3 Level to 5 level, 5 shoot 2 Level to RL 200 m, 6 shoot 43,000 12.0 16,600 Indicated Resource 5 Level to RL 200 m, 6 shoot 31,000 13.0 13,000 1 Level to 2 Level, 9 shoot 19,000 5.9 3,600 Total Resource 162,000 11.9 62,100

2.3.3 First Hit Prospect

The First Hit prospect is located about 7 km north of the Riverina gold mine at the southern end of tenement M30/99.The First Hit gold mine was founded by Arthur and Tom Evans in 1938. Tom and Arthur worked the mine until Tomsold his share to Riverina station owner Bill Skathorpe in late 1953. Arthur and Bill worked the mine until Bill’s deathin 1954. George Vujcich Senior bought the mine from Arthur and Bill’s estate in late 1955. George and then his sonGeorge operated the mine intermittently over a 40 year period. Barminco purchased the First Hit from George’sdaughter in late 1996.

The approximate extent of the workings at First Hit is shown on the plan in Figure 2.7 and the long section in Figure 2.8.

The plan of old workings shows two north-northeast-trending open pits which define the line of lode. Barminco hasdrilled 24 RC holes angled towards the west-northwest to intersect the First Hit lode. The holes are spaced 20 m apartalong strike and 40 m apart on the lines of section. The lode pierce points are shown on Figure 2.8. together with thelode width and gold grade at each intersection. A summary of lode intersection depths and assay results are presentedin Table 2.5. The two adjacent drill hole cross sections in Figure 2.7 indicate a 2 m to 4 m wide lode dipping to the eastat about 70 degrees.

The exploration drilling carried out by Barminco at First Hit has produced results that provide strong support fordevelopment of a narrow vein underground mining operation. Results of the review indicate to Snowden that anoperation with an average grade between 10 g/t and 20 g/t over a lode width of about 2.5 m can be contemplated.Additional exploration drilling followed by a mining feasibility study is likely to be carried out by Barra at their earliestopportunity.

Attention is drawn to the exceptionally good lode intersection including 7 m grading 8.99 g/t gold in the footwall indrill hole BFH25. This was the last hole drilled by Barminco in their most recent campaign and was drilled on whatwas considered to be the southern periphery of the lode. The intersection provides strong support for Snowden’s viewthat exploration of the First Hit lode is at an early stage and the lode remains open to the south and down plunge. HoleBFH5 also intersected significant footwall mineralisation of 4m grading 11.3 g/t. These splits significantly enhance thepotential tonnes per vertical metre.

In Snowden’s opinion it is realistic to expect that Barra will develop a narrow vein underground mine to productionwithin a period of two years at First Hit. We expect that ore will be trucked to Barminco’s gold treatment plant atCoolgardie for processing on the basis of some toll treating arrangement. Alternatively, the Croesus Mining NL mill atDavyhurst may also be available.


Figure 2.7: Riverina project - First Hit prospect showing old workings and holes drilled


Table 2.5

First Hit prospect – significant drill hole intersection assay results

Hole ID From (m) To (m) Assay (g/t Au) Intersections (g/t Au)

BFH01 64 68 0.23 4 m Alteration zone BFH02 NSA BFH03 68 69 0.89 1 m @ 0.89 g/t BFH04 70 71 23.5

71 72 1.65 2 m @ 12.58 g/t BFH05 58 59 86.20

59 60 1.16 60 61 0.23 61 62 16.80 4 m @ 26.10 g/t 73 74 36.7 74 75 3.54 75 76 0.47 76 77 4.60 4 m @ 11.33 g/t

BFH06 86 87 53.00 87 88 2.22 2 m @ 27.61 g/t

BFH07 79 80 2.26 1 m @ 2.26 g/t BFH08 74 75 0.12 1 m Alteration Zone BFH09 76 77 20.6

77 78 0.82 2 m @ 10.71 g/t BFH10 81 82 0.14 1 m Alteration Zone BFH11 75 76 0.14 1 m Alteration Zone BFH12 NSA BFH13 109 110 57.06

110 111 4.83 111 112 3.41 112 113 1.21 4 m @ 16.63 g/t

BFH14 125 126 1.50 1 m @ 1.50 g/t BFH15 154 155 0.96

155 156 14.6 2 m @ 7.78 g/t BFH16 41 42 0.69

42 43 0.67 2 m @ 0.68 g/t BFH17 40 41 0.33

41 42 0.30 2 m Alteration Zone BFH18 37 38 0.38

38 39 0.25 39 40 0.36 3 m Alteration Zone

BFH19 NSA BFH20 NSA BFH21 45 46 14.7

46 47 1.50 2 m @ 8.10 g/t BFH22 127 128 53.4

128 129 0.48 129 130 6.22 3 m @ 20.03 g/t

BFH23 154 155 10.60 155 156 7.99 2 m @ 9.30 g/t

BFH24 103 104 0.39 1 m Alteration Zone BFH25 110 111 2.13

111 112 5.20 2 m @ 3.67 g/t 114 115 6.57 115 116 132.00 116 117 148.00 117 118 9.61 118 119 5.92 5 m @ 60.42 g/t 123 124 1.97 124 125 2.22 125 126 29.1 126 127 0.28 127 128 0.26 128 129 22.7 129 130 6.42 7 m @ 8.99 g/t

Figure 2.8: Riverina project - First Hit prospect long section showing the extent of old workings,piercepoints of holes drilled (with significant lode intersection widths and grades) and holes planned

2.4.2 Nickel

Significant areas of Riverina and 18 Mile Well tenement blocks are underlain by ultramafic rocks. The approximateextent of these rocks is evident on the interpreted geological map in Figure 2.4.

These ultramafic rocks include komatiitic olivine adcumulates which have the potential to host primary nickel sulfidedeposits such as occur at Agnew and Kambalda. The lateritic weathering profile overlying the ultramafics has thepotential to host oxide nickel deposits similar to those identified at Murrin Murrin and other localities throughout theEastern Goldfields. Heron Resources NL (1999) for example, has reported 16 Mt at 1.30% Ni equiv at Ghost Rocks 25km east of the northern part of the Riverina project and 50 Mt at 1.36% Ni equiv in the Goongarrie Hill project about40 km east of Riverina on the Kalgoorlie – Menzies Road. Snowden notes these resources have been generated byHeron based on 800 m x 80 m reconnaissance drilling.

Little nickel exploration has been carried out in the Mt Ida greenstone belt since CRA Exploration’s program in the late1960’s. While this programme was unsuccessful, it identified nickel sulfides within ultramafic rocks and hign nickelassays were obtained from the laterite profile. Subsequent exploration has identified sulfide mineralisation at Cullensand laterite mineralisation at Four Corners. The concepts which have guided successful nickel exploration in morerecent times elsewhere in the Eastern Goldfields have not been applied here. Snowden’s opinion is that the Mt Ida beltin general is effectively unexplored for primary nickel sulfide deposits and largely unexplored for lateritic nickel.

Aeromagnetic data assembled over the Riverina project indicates suitable ultramafic adcumulates and saprolitedevelopment. Compilation of the magnetics with available 1:25,000 scale geological mapping (Jones, 1999) hasdelineated five targets which have prospectivity for laterite nickel, firstly on the basis of a subdued magnetic response interpreted as reflecting possible preferential weathering under transported cover and secondly,structurally thickened zones of ultramafics.

Similar geology occurs within the 18 Mile Well block of tenements – in particular E30/193. Immediately to the northBarra has the right to earn up to 85% interest in the Snake Hill Joint Venture with Heron. These tenements lieimmediately south of the Four Corners and Cullens occurrences and highlight potential for the occurrence of nickellaterite mineralisation on the Riverina project tenements.

Snowden notes that in a recent quarterly report Gutnick Resources NL, which holds tenements along strike andadjacent to the Snake Hill project, records significant magnesite intersections. Magnesite (magnesium carbonateMgCO3) is the source of magnesium metal.

2.5 PROPOSED EXPLORATION AND EXPENDITURE

Riverina Mine Area

Proposed Year 1 drilling and target areas are presented on Figure 2.6. Initial exploration will concentrate on testing thedown-dip extensions of known mineralisation within the Riverina mine area. The principal objective is to establish aminimum 200,000 t ore reserve sufficient to allow the commencement of underground mining and then progress to acarefully planned underground diamond drilling program to expand reserves. Three main target areas will be tested.The first is beneath the area where Aztec estimated an uncut resource of 44,380 t grading 31.5 g/t for 44,960 ozs in thedown-plunge extension of No. 6 shoot. In this area five precollared diamond holes are planned with the objective ofexpanding this resource to 100,000 t.

The second area is both above and below the encouraging drill results achieved in Barminco’s recent broad spaceddrilling where the well developed lode yielded intersections of 2 m at 17.5 g/t, 2 m at 14.6 g/t and 3 m at 7.5 g/t in thearea between No 4 and No 5 shoots. Ten RC holes are planned.

The third area is located in the southern part of the old mine workings where Aztec undertook drilling for an open pitresource and outlined a potential high grade shoot. Intersections include 5 m at 12.4 g/t, 2 m at 16.4 g/t, 3 m at 10.7g/t, 3 m at 10.8 g/t and 4 m at 15.4 g/t in the vicinity of No 3 and No 4 shoots. A hole drilled by Barminco, whichintersected 1 m at 8.0 g/t is considered by by Barra (Colvillen personal communication) to be on the edge of the downdip/down plunge extension of the potential high grade shoot,although this has still to be confirmed. Two RC holes areplanned, to further investigate this shoot. Year 2 exploration will comprise testing the full extent of mineralisation inthe northern mine workings area and follow-up drilling on mineralisation established in Year 1 drilling.

2.3.4 Other Prospects

The Riverina project incorporates numerous historic workings in addition to those at the Riverina gold mine and theFirst Hit prospects. The names of the historic workings are shown on Figure 2.4. Historic workings examined by PSnowden during the site visit included: Two Chinamen on M30/118,Mabel Gertrude on P30/847 and First Hit North onM30/99. Barra geologists responsible for exploration of the Riverina project regard First Hit North to be the company’sthird most important prospect in the area after the Riverina Mining Centre and First Hit.

• First Hit North has been subject to initial exploration by Barminco through a systematic soil geochemistrysampling program. The sample assay results are considered by Barra to be very significant and worthy of follow-up exploration.

• Riverina to Ajax West.Several gold occurrences are located within a linear zone 2-3 km long north of the Riverinamine. The deposits occur within metabasalt in the structural hanging wall of an ultramafic unit. Outcrop issporadic and there is significant ferricrete in the area. The Riverina line of lode can therefore be considered veryprospective.

• Morleys Mining Centre. Gold occurrences are located within old workings within a metabasalt rock sequence.

• Two Chinamen – Mabel Gertrude. The area between and around these prospects is marked by numerous oldworkings and open pit excavations along a shear zone associated with a narrow north-striking ultramafic unit. Theextent of the workings suggests that detailed geological mapping followed by a carefully planned drilling programis justified.

2.4 EXPLORATION POTENTIAL

2.4.1 Gold

The Riverina project area covers a part of the Mount Ida greenstone belt that has been explored for gold in a somewhatsuperficial and sporadic manner. One of the main reasons for this is that until Barminco’s recent consolidation oftenements into a significant block,much of the ground was held by a number of individual prospectors. Consequentlythere has been little opportunity for systematic exploration.

An important objective of Barra is to identify narrow vein,high grade underground mining opportunities in the projectarea since the company is well positioned to mine this style of deposit successfully. It is likely that both the Riverinalode at the Riverina gold mine and the First Hit lode will be mined by Barra within the next two years as relativelysmall, low tonnage but high grade operations.

Several other targets have already been identified by Barra and it is likely that additional new targets will be defined.The gold exploration potential of the area has recently been highlighted by Croesus Mining NL’s exploration successat their Giles prospect located midway between the Riverina gold mine and Barra’s Mulwarrie tenements to the south.The distance from Riverina gold mine to Giles is about 12 km. Croesus has noted that the Giles prospect is located ona “major structure” that can be traced for over 8 km north of Giles and the orebody is considered open to the south.

Croesus has announced a mineable open pit reserve of 585,000 tonnes grading 4.7 g/t gold for 82,100 ounces (92%recovery). They predict a production cost of $217 per ounce resulting in an operating surplus of $21.2 millionassuming a gold price of A$460 per ounce. The along strike extensions and underground potential remains untested.

The potential of Barra’s Mulwarrie tenements is unknown at this stage. These tenements, in the vicinity of the oldMulwarrie mining district,are about 10 km south of Giles and 10 km northwest of the Davyhurst gold mine. Mulwarriestraddles the western side of the greenstone belt in this region while Davyhurst is located in the east of the belt. AtMulwarrie the tenements are underlain by Archaean basalts with quartz porphyry intrusions. Exploration of theMulwarrie area will have to take account of a blanket of pisolitic lateritic ironstone which is typically up to 3 m thick.

With carefully considered exploration programs implemented over the next two years, Snowden considers it realisticto expect that Barra will identify at least two additional underground, narrow vein mining opportunities from amongthe known prospects. In addition we expect several new prospects to be identified.


most of the gold mineralisation is hosted within mafic to felsic, partly differentiated, sill-like intrusives. The majordeposits in the area, in particular Bayley’s Reward,Tindals and Burbanks, show a strong spatial relationship with theBurbanks shear zone.

The geology within the Burbanks tenement and its immediate vicinity comprises a northeasterly trending, isoclinallyfolded greenstone belt, about 3 km wide which is situated between intrusive granitoid plutons (Figure 3.2). Thegreenstones comprise units of komatiite, high magnesium basalt, porphyritic basalt, layered gabbro sills and minorsediments. A thin porphyritic basalt of distinctive appearance, known locally as “cat rock”, forms well defined markerhorizons along the western half of the belt. Narrow dykes of quartz feldspar porphyry intrude along lithologicalcontacts in places.

The Burbanks shear, which runs close to the centre of the belt, is defined by a major zone of sheared rocks, 60 m to100 m wide,but with little apparent displacement. Lithologies within the shear grade from foliated basalt to amphiboleschist to biotite-carbonate schist to mylonite. Carbonate alteration is pervasive and intense.

An unusual lithology locally designated “garnetiferous gabbro” is often associated with gold mineralisation. Goldoccurs within highly deformed laminated quartz reefs which also contain calcite, biotite, garnet, pyrrhotite andscheelite. The alteration halo associated with the quartz veining comprises calcite, biotite, plagioclase and finelydisseminated pyrite. Strongly biotitic shear zones with limited quartz may also contain significant gold. Lodes are bestdescribed as stacked crumpled zones with boudinage structures and ptygmatic folding of quartz. They occur withinsmaller sub-parallel shears usually developed within amphibolites and gabbros within the main Burbanks shear.


The longitudinal section in Figure 3.3 illustrates the extent of previous mining and exploration work at Burbanks. Therehave really been two distinct phases of mining – historical underground mining during which 324,479 ounces of goldwere produced and recent open pit mining and minor underground mining which led to the production of 41,858ounces of gold.

1885 - 1914

The Birthday Gift mine was established following the discovery of gold at Burbanks in 1885. The mine is reported tohave produced 204,000 t of ore grading 27.4 g/t gold for nearly 180,000 ounces during its life, with the greatestproduction occurring during the period 1897 – 1903. All the Birthday Gift production was sourced from less than 110m below surface, although underground shaft and reef strike development actually progressed to a depth of 275 mbelow surface.

The Main lode was discovered about 900 m north of Birthday Gift. The peak of mining production from Main lode wasbetween 1907 and 1914. Production from the mine,which reached a depth of 275 m below surface,was 146,000 t at agrade of 18.3 g/t for 85 900 ounces of gold. About 300 m south of Birthday Gift two small shallow undergroundoperations were developed, the Lady Robinson which produced 28,592 t at 14.6 g/t and Grand Junction whichproduced 1,528 t at 49.2 g/t gold.

1946 – 1951

In 1946 New Coolgardie Mines acquired and consolidated the operations at Burbanks. Western Mining Corporationassumed management during the period 1948 to 1951 and undertook extensive underground and surface exploration.This involved dewatering the Birthday Gift mine and undertaking in excess of 5,000 m of underground diamonddrilling and 450 m of underground development. Western Mining accessed the No.6 level (243 m) near the base ofthe Birthday Gift vertical shaft. Their sampling showed two pay runs (Figure 3.3), the first being a 1.5 m wide reefsampled over 30 m that returned 18.3 g/t and the second pay run being a 1.1 m wide reef grading 17.4 g/t over 76 mof strike development. Western Mining Corporation also explored the No.3 level at Birthday Gift,where they located anumber of lodes parallel to the lode previously mined,and drilled 13 diamond holes. These holes, for which there arenow no records, are reported to have intersected low grade values only.

A review of old assay plans for the Main lode on No 8 level (the lowest developed level in the old mine) indicates thereef to average 0.4 m width grading 16.1 g/t over 160 m strike.

First Hit Mine Area

The area to be tested in Year 1 is identified on Figure 2.8. Barminco’s drilling has shown strong potential for a resourceof some 60,000 t grading between 20 and 30 g/t gold to a vertical depth of 150 m in one area beneath the old First Hitmine workings. A program comprising 11 RC holes and one precollared diamond drill hole is proposed to expandthis resource by drilling on a 25 m x 50 m pattern. Year 2 work will test the full extent of the First Hit mine area to 150m vertical depth

Regional Exploration

The priority regional target is a 17 km x 0.8 km structural corridor which hosts the majority of gold mineralisation at Riverina as well as many of the old workings identified on Figure 2.4. A programme of detailed geological andregolith mapping, auger soil sampling and follow-up RAB drilling is proposed as a first pass test in Year 1 with follow-up RC drilling in Year 2. A number of coincident soil anomalies and structural targets generated by previous Barmincoexploration will be tested with RAB drilling. Also auger soil sampling is proposed on E30/193 and areas not previouslytested outside the priority structural corridor.

Year 2 exploration will comprise follow-up RAB and RC drilling of targets generated during Year 1. Proposedexpenditure for Year 1 and Year 2 are presented in Table 2.6 below.

3 BURBANKS PROJECT

3.1 INTRODUCTION

The Burbanks project is located 18 km south of the Eastern Goldfields town of Coolgardie (Figure 1.1). The projectarea consists of a single mining lease M15/161 which incorporates an area of 304 hectares. Access to the lease is viathe sealed Nepean Road which runs from Coolgardie to the old Nepean Nickel Mine.

The Burbanks mining lease, which was recently purchased by Barra from Amalg Resources NL, extends over a 5 kmstrike length of the Burbanks shear zone, a north-northeast- trending shear structure that has a number of spatiallyassociated gold deposits including the Tindal’s mine about 6 km northeast of the main workings at Burbanks (Figure3.1). Barra has expressed the view to Snowden that its objectives at the Burbanks project are to define down-dipextensions of known mineralisation in the old mine areas and, secondly, to explore for blind deposits that Barra expects to occur along strike, both to the north and south, of areas of known mineralisation.

3.2 GEOLOGICAL SETTING

In the Coolgardie area, the Archaean stratigraphic sequence comprises ultramafic and mafic flow rocks includingkomatiite and high magnesium basalts, differentiated mafic to felsic sills, ultramafic to mafic tuffs, late stage aplitedykes and minor black shale and chert interflow sediments (McCormick and Hanna,1990). Within the Coolgardie area


Table 2.6

Total Expenditure Riverina Project Year 1 and Year 2

Expenditure Area Year 1 $ Year 2 $ Total $

Wages/salaries/consultants 180,140 150,000 330,140 Auger drilling 15,000 15,000 RAB drilling 35,000 40,000 75,000 RC drilling 259,500 90,000 349,500 Diamond drilling 33,000 110,000 143,000 Assays 35,040 40,000 75,040 Vehicle costs/field expense 25,720 26,000 51,720 Data compilation 21,200 25,000 46,200 Tenement costs 74,700 54,700 129,400 Legal/administration 100,000 100,000 200,000

Total 779,300 635,700 1,415,000

In October 1994 Normandy Exploration entered into a joint venture whereby Normandy could earn a 70% interest inBurbanks by expending $1.4 million over 3 years. Amalg retained the rights to the top 65 m of the tenement althoughthese rights were waived by Amalg in the area north of Main lode to allow testing of a magnetic anomaly. During 1995Normandy drilled 8 diamond holes for 3,016 m (NQ),10 RC holes for 1,240 m and 18 RAB holes for 900 m. The deepestholes drilled by Normandy showed that gold mineralisation on the Burbank shear extends to at least 350 m vertical depth.

The reef intersections in the Normandy diamond holes are plotted on the long section Figure 3.3 and are summarisedin Table 3.1. The RC drill hole results were regarded as generally disappointing although holes up-dip from the bestdiamond drill intersections ie. holes 4 and 5, intersected good widths and gold grades of 4 m at 4.4 g/t and 6 m at 5.9g/t, respectively.

1978 – 1982

Between the early 1950’s and 1978 the old mineworkings at Burbanks were covered by some 20 GML’s. In 1978 Jones Mining NL acquired all 20GML’s and pegged two prospecting licences to thenorth. In 1985 these tenements were amalgamatedinto a single mining lease M15/161.

In 1980 EZ Industries entered into a joint venture withJones Mining and explored the area with the objectiveof establishing a large (3 mtpa) low grade open pitoperation. EZ completed detailed geologicalmapping, shallow geochemical drilling, a groundmagnetometer survey, costeaning and RAB drilling.This work down-graded the potential for a large openpit mining operation,however,near surface high grademineralisation was intersected just south of the LadyRobinson workings.

1982 – 1985

Jones Mining commenced open pit mining at theLady Robinson section of Burbanks where EZIndustries identified near surface high grademineralisation. Between 1982 and 1985, 5,581 ozs ofgold were recovered from 28,000 tonnes grading 6.2g/t. In 1984 Jones Mining completed detailedgeological mapping and costeaning to locate thenorthern strike extensions of the Burbank shear. Thework successfully achieved its objectives.

1985 – 1991

In March 1986 Jones Mining reached a jointagreement with Callion Mining Pty Ltd, a partnershipbetween Metallgesellschaft of Australia Pty Ltd andLubbock Nominees. Callion Mining conducted asignificant program of resource drilling andproceeded to continue mining the Lady Robinsonopen pit. During their tenure they mined 172,758 tgrading 3.8 g/t for 21,106 ozs of gold. The ore wastransported from Burbanks to the plant located at theold Callion mine. While at Burbanks, Callion Miningundertook shallow RAB drilling north of Burbanksalong the shear extension identified by Jones Mining.The results are believed to have been encouragingand worthy of follow up deeper drilling to evaluate theunderground mining potential of the area. Snowdenhas not, however, sighted the drilling results.

1991 – 1999

Amalg Resources purchased the Burbanks mininglease from Metallgesellschaft in 1991. Amalg thenproceeded to establish the Christmas open pit (Figure 3.3) from which they mined 37,180 t at 3.3 g/tgold for 3,945 ozs by 1993. Amalg developed a small underground operation beneath the LadyRobinson pit which yielded 4,145 t at 4.9 g/t gold in1993 and a further 17,528 t grading 2.5 g/t. The all-upgold production from the underground operation was 2,062 ounces.


Figure 3.1: Burbanks project - regional geological setting

Figure 3.2: Burbanks project - plan showing tenement boundaries and local geology


Normandy’s RAB drilling 1.5 km north of Main lode, which tested a magnetic anomaly, encountered only weak goldmineralisation. Normandy withdraw from the Amalg joint venture in August 1996 having failed, in their opinion, toidentify a significant gold lode.

During 1995 Amalg produced a total of 45,847 t of ore for 3397 oz. A new low grade deposit named Tom’s Lode,locatedbetween Lady Robinson and Birthday Gift, produced 14,934 tonnes at 1.9 g/t gold with the balance of 30,913 t at 2.5g/t sourced from the Christmas pit. In 1996 Amalg established the Far Eastern pit between Lady Robinson pit andChristmas pit and mined 67,606 tonnes grading 2.2 g/t for 4782 ozs.

During 1997 Amalg tested a number of targets. Their work showed that it was unlikely that a medium to large scaleoperation could be established at Burbanks but a number of high grade zones of mineralisation, suitable for smallunderground operations, are likely to exist. In 1998 – 1999, tributors working in association with Amalg completedunderground strike development from the southern wall of Christmas pit and produced 2,010 t grading 13.2 g/t for 853 ozs.

Production from Burbanks between 1885 and 1999 is summarised in Table 3.2.

Barminco entered into a joint venture in 1999 covering the Lady Robinson decline and re-established its portal, scaled and bolted the decline and completed 6 underground diamond drill holes to target a specific lodehorizon indicated by previous Amalg RC drilling. The lode narrowed at depth reducing tonnage potential for anunderground operation. The best results returned were 10 m at 12.0 g/t, 4 m at 3.0 g/t and 1 m at 8.4 g/t. A smallresource of 10,000 t grading 10 g/t remains to be exploited.


In Snowden’s opinion there are two principal areas of exploration potential at Burbanks, firstly, at depth below the old mine workings and secondly, to the north and south of the Main lode workings along the strike of the Burbanks shear. In both situations the likely targets will be narrow but relatively high grade vein hosted mineralisation amenable to narrow stope underground mining. Exploration drilling and development sampling databelow the old workings at Burbanks is comparatively sparse. There is sufficient data, however, to indicate thatadditional exploration is justified and it is realistic to expect that a narrow vein mining operation, targeting a lodeaveraging about 10 g/t gold over 1.0 m,will be developed by Barra within the next 3 years. Our expectation is that somediamond drilling to intersect the expected lode in the depth range 300 m to 400 m below surface will be required.

So far there has been no exploration drilling below the Main lode workings at the northern end of Burbanks apart fromsampling on the No. 7 level, the lowest established level at Main lode. This level returned an average of 16 g/t over a

Table 3.2

Production from Burbanks between 1895 and 1999

Period Company Location Tonnes Grade(g/t Au) Ounces (Au)

1885-1961 Historical underground workings 444,600 22.7 324,479 1979-1980 Bill Powell – open pit 1,200 4.3 166 1982 - 1984 Jones Mining – Lady Robinson 28,000 6.2 5,581 1985-1991 Callion Mining

(Metallgescellschaft/Lubbock ) –Lady Robinson 172,758 3.8 21,106

1992-1993 Amalg Resources – Christmas pit 37,180 3.3 3,945 1993 Amalg Resources –

Underground Lady Robinson 4,145 4.9 653 1994 Amalg Resources – Christmas pit 17,528 2.5 1,389 1995 Amalg Resources –

Tom’s lode pit 14,934 1.9 921Christmas pit 30,913 2.5 2,485

1996 Amalg Resources – Far Eastern pit 67,606 2.2 4,782 1998-1999 Amalg Resources –

Underground Christmas pit 2,010 13.2 853

TOTAL 820,874 13.9 366,371 Table 3.1

Burbanks project – diamond drill hole lode Reef intersections, drilled 1995

Hole No. Prospect Northing Easting From To TrueWidth Grade (g/t)

NBD01 Christmas Pit 5556 2208 351.99 354.45 2.46 6.69 NBD02 Christmas Pit 5559 2206 248.60 249.83 1.23 9.40 NBD02 Christmas Pit 5559 2206 281.03 284.63 3.60 3.10 NBD03 Christmas Pit 5650 2189 255.25 258.00 2.75 1.65 NBD03 Christmas Pit 5650 2189 260.98 262.80 1.82 1.78 NBD04 Lady Robinson 5151 2200 282.40 282.70 0.30 6.62 NBD05 Lady Robinson 5050 2206 197.22 197.57 0.35 61.80 NBD06 Lady Robinson 4950 2205 No significant assays NBD07 Christmas Pit 5532 2159 158.00 159.00 1.00 4.56 NBD08 Christmas Pit 5375 2090 71.00 78.00 7.00 0.42

Figure 3.3: Burbanks project - longitudinal section showing historic underground workings, recentopen pits and the proposed target for Year 1 exploration

lode width of 0.4 m and a strike distance of 160 m. Once again this justifies planning exploration drilling to explorethe lode in the depth range 300 m to 400 m below surface. The Burbanks shear to the north and south of the oldBurbanks workings has not been systematically explored. There are sufficient indications of gold mineralisation,particularly to the north, to justify additional exploration.

In Snowden’s opinion the Burbanks project represents a quality target for narrow vein mining operations. There isgood potential for establishing a mine within the next 3 years subject to the appropriate exploration being undertaken.


Barra has advised Snowden that it will initially focus on the depth extensions of the Lady Robinson/Birthday Giftdeposits where it is believed current drilling has established robust mineralisation. Infill drilling is proposed todemonstrate continuity and define higher grade sections amenable to modern underground mining techniques. Thetarget areas to be tested are shown in Figure 3.3. In Year 2 it is Barra’s intention to target the area between Birthday Giftand Main lode and anomalous gold within the Burbank Shear in the northern half of the tenement. The proposedexpenditure for Year 1 and Year 2 is presented in Table 3.3 below.

4 PHILLIPS FIND PROJECT

4.1 INTRODUCTION

The Phillips Find project (which has also been referred to as the Dunns Eight Mile project) is located approximately40 km north-northwest of Coolgardie (Figure 4.1). The area is shown on the Geological Survey of Western Australia1:100 000 Dunnsville geological sheet 3036 (Swager, 1994). The project comprises six Mining Licences (“ML’s”), fiveapplications for Prospecting Licences (“PLA’s”) and twenty-three Prospecting Licences (“PL’s”) for a total area of 3,610hectares. From an ownership standpoint Barra’s interest in the project tenements falls into three groups; Phillips FindMining Centre, Foxton and Digger Drilling (Figure 4.2). Within the Foxton tenement area there is an additionaltenement named Kidson which is the subject of a separate ownership agreement. Each of the tenement groups issubject to specific ownership conditions.

Group 1. Phillips Find Mining Centre. Tenement numbers: M16/130, M16/133, M16/168, M16/242, M16/258, P16/2028,P16/1730. These tenements were purchased by Barminco Pty Ltd (“Barminco”) in 1998 from a joint venture betweenArchaean Gold NL and Central Kalgoorlie Gold Mines NL.

Group 2. Foxton. The Foxton tenements comprise 19 contiguous Prospecting Licences and one Mining Licence:M16/171,P16/1261,P16/1262,P16/1263,P16/1264,P16/1268,P16/1329,P16/1401,P16/1469,P16/1471,P16/1482,P16/1488,P16/1489,P16/1490,P16/1493,P16/1494,P16/1495,P16/1496,P16/1702,P16/2068. These tenements,located immediatelynorth of the Phillips Find Mining Centre tenements have been acquired by Barminco on the basis of an Option toPurchase Agreement from which Barminco may withdraw at any time.

Table 3.3

Total Expenditure Burbanks Project Year 1 and Year 2

Expenditure Area Year 1 $ Year 2 $ Year 3 $

Wages/salaries/consultants 101,100 95,000 196,100 RC drilling 164,500 80,000 244,500 Diamond drilling 48,600 105,000 153,600 Assays 10,690 29,350 40,040 Vehicle costs field expenses 12,000 10,000 22,000 Data compilation 10,100 12,000 22,100 Tenement costs 3,330 3,330 6,660 Legal administration 55,000 52,000 107,000

Total 405,320 386,680 792,000

Group 3. Digger Drilling. The Digger Drilling tenements comprise six properties: P16/1844, P16/1845, P16/1907,P16/1908,P16/1909 and P16/2069. These tenements,located immediately south of the Phillips Find Mining Centre,havebeen acquired by Barminco on an earn-in basis.

In addition to these three groups of tenements Barra has secured an additional tenement in the Foxton area,P16/1753,through a separate agreement, the Kidson Agreement.

The commercial arrangements for each tenement grouping are presented in the Solicitor’s Report and Summary ofMaterial Contracts in Section 7 of this prospectus.


Figure 4.1: Phillips Find project - regional geological setting

Figure 4.2: Phillips Find project - tenement plan

4.2 GEOLOGY AND MINERALISATION

The Phillips Find project covers an area of greenstone belt-granite terrain that includes part of the intrusiveDunnsville/Doyle granite dome and a sequence of greenstone belt rocks that wrap around it (Figure 4.1). The area is50 km northwest of Kalgoorlie and 25 km northwest of the Kundana mining operations and straddles the westernmargin of the Norseman-Wiluna greenstone belt. The Dunnsville/Doyle granite dome is elongated northwest-southeast, this also being the local fabric direction of the enclosing greenstone belt rocks. In a regional context, thisnorthwest trend is oblique to the north-northwest greenstone belt trend of the Norseman-Wiluna greenstone belt.

The greenstone belt rocks of the Phillips Find area are dominated by basaltic and komatiitic lava flows withintercalated felsic porphyries, volcaniclastics and shales. The rocks have been isoclinally folded and intenselydeformed during an early D1 phase of deformation. Thrust faulting during this D1 event appears to have beenwidespread and is evidenced by numerous zones of shear deformation. Swager (1994) describes the D1 event beingfollowed by regional upright folding during a D2 event with fold axes trending to the northwest. A third, later, D3tectonic event involved the development of northeast-trending fractures and the development of the KunanallingShear Zone. Swager describes this structure as a northwesterly striking shear zone of sinistral displacement about 1km wide along which there has been some 12 km of displacement.

The Dunnsville/Doyle granite dome comprises two distinct granitoid components separated by the northeast-trendingCrest Dam fault. To the northwest of the fault is the Dunnsville granodiorite and to the southeast of it is the Doyle Damgranodiorite. The Dunnsville granodiorite is exposed in the core of a regional D2 anticline and contains a regionalnorthwest-trending foliation. The structural relationships suggest that this granitoid evolved just prior to D2 folding orwas syntectonic with the folding. The Doyle Dam granodiorite by contrast is more-or-less undeformed granitoidemplaced late in the history of the D3 event or after it. In this respect it is similar to numerous other late stageunfoliated, massively textured granodiorite plutons found in the Eastern Goldfields.

There are few exposures of bedrock across the Phillips Find project area. As with much of the Yilgarn terrain the surface is marked by a range of Cainozoic materials including laterite and deeply weathered rocks, colluvium of ferruginous sandy clay, fine sand and sandy material and alluvium in present-day drainage channels and flood plains.

The Phillips Find project is situated on the eastern margin of the Dunnsville/Doyle dome and is centred on Barra’sPhillips Find Mining Centre tenements. To the north the Foxton tenements incorporate the greenstone belt rocksbetween the granodiorite and the Kunanalling shear. The southern project area comprises the Digger Drillingtenements which straddle the contact between the Doyle Dam granodiorite and the greenstone belt rocks (Figure 4.1and 4.2).

Figure 4.3 is a geological synthesis (compiled by Mr R Colville, Managing Director of Barra) of a recently completed(May 2000) aeromagnetic survey of the Phillips Find project area. Colville’s map presents the essential geological andtectonic elements interpreted by Barminco’s geophysical consultant. Important elements of the interpretation includean array of thrust faults which more-or-less coincide with the trend of the regional lithological layering in thegreenstone belt rocks and, secondly, northeast-trending fractures (or linears). These are regarded by Barra geologistsas late-Archaean “D3” structures that are believed to play an important role in influencing the localisation of goldmineralisation.

Gold mineralisation is the only known significant mineral commodity within the Phillips Find project area. Swagerhas noted that primary gold occurrences within the old mining centres, including Phillips Find, occur principally inquartz veins within narrow felsic-porphyry sills hosted by basalt, along contacts with basalt, dolerite or gabbro and inassociation with slate-dolerite or gabbro-felsic porphyry associations which occur as narrow concordant zonesthroughout the basalt. These zones are commonly zones of intense deformation as shown by strong foliationdevelopment.

Descriptions of gold occurrences within the project area indicate that they occur principally in dilatant structureswithin zones of shearing such as the Kunanalling shear zone, the contact zone of the Dunnsville/Doyle granite and inthe dilatant hinge zones of fold structures. Additional to these primary gold occurrences are alluvial deposits of goldwithin modern-day channel sediment.


The most important gold deposits found so far within the project area comprise the Newminster, Newhaven andBacchus Gift deposits within the Phillips Find Mining Centre (Figure 4.3). The Newhaven and Bacchus Gift depositshave recently been open pit mined by Barminco. The Newminster deposit is the site of old underground workings anda small amount of surface excavation. Elsewhere within the project area there are sites of old small workings such asthe Double “S”and Sarmatea prospects and where alluvial gold has been recently mined (northwest of Figure 4.3) onthe Foxton tenements.

The Newhaven mineralisation is reported to have been localised within intersecting shears in a massive basaltsequence. At the Bacchus Gift deposit gold is hosted within a package of sediments,basalts and gabbros which dip ata low angle to the east very close to the Dunnsville/Doyle granite contact. The sediment sequence at Bacchus Gift isat least 50 m thick. Gold mineralisation in the recently mined open pit is reported to have occurred in multiple lodespredominantly in shales and lesser mafic sediments. The mineralisation at Bacchus Gift was characterised bycomparatively little host rock alteration in the vicinity of the mineralisation and little quartz or sulphide associatedwith the gold. Colville reports that viable gold grades at Bacchus Gift were associated with silica floodings of dilatant zones. The Newminster deposit is hosted by intensely sheared and deformed basalt in association withmylonitic rocks.


4.3.1 Phillips Find Mining Centre tenements

Although the Phillips Find region was prospected during the latter part of the last century it was not until the 1930’s,with the discovery of the Newhaven and Newminster deposits, that gold was produced from the area in any notablequantity. The Phillips Find Mining Centre group of tenements were explored intermittently in a low key way by a rangeof explorers between the 1930’s and 1980’s. The first attempt at systematic exploration was in 1982 when 25 RC holeswere drilled in the vicinity of the Newminster and Newhaven old workings and a 2000 t parcel of ore was mined.Between 1986 and 1988 Pan Australian Mining and Electrum NL undertook a program of mapping and soil samplingin the area surrounding Newminster and Newhaven. In 1990 Coolgardie Gold NL completed a soil geochemistry andRAB drilling program on the tenements.

Following acquisition of the Phillips Find Mining Centre tenements for $250,000, Central Kalgoorlie Gold Mines NL(“CKGM”) drilled out a small resource at the Newhaven prospect and then commenced open pit mining in February1992. Mining was stopped at a depth of 32 m due to poor performance of the operation but CKGM continuedexploration of the tenements with the drilling of 103 RC holes to a depth of 65 m.

In 1994 Archaean Gold NL (“Archaean”) entered into a joint venture with CKGM over their tenements and the JointVenture obtained the right to explore the Foxton tenements. Archaean managed the site work and commencedsystematic exploration including mapping, soil sampling, RAB and RC drilling. The soil sampling proved to be verysuccessful at identifying gold anomalies that were later confirmed by drilling. This work led to the discovery of theBacchus Gift orebody as well as a number of anomalies to the north on the Foxton tenements. In 1995 the Archaean– CKGM Joint Venture completed a total of 3,300 m of RAB drilling and 1,120 m of RC drilling and undertookmetallurgical testwork on mineralisation from the Newhaven and Newminster workings.

In 1996 the focus of Archaean’s exploration was the Bacchus Gift prospect. Exploration involved 3784 m of RABdrilling, 6512 m of RC drilling and 670 m of diamond core drilling. By October 1995 exploration at Bacchus Gift hadbeen completed. As a result of this program Archaean delineated a geological resource of 453,000 t at 5.3 g/t for 78,000ounces.

4.3.2 Foxton tenements

Exploration of the Foxton tenements (Figure 4.2) has been undertaken by several exploration companies since theearly 1980’s. Companies have been attracted by the widespread occurrence of alluvial gold in drainage channelsacross the area. As a small operator Mr John Foxton has actively mined and continues to mine alluvial gold from thearea for some twenty years. The main areas mined are located in the northwest of the Foxton tenements and aredepicted on Figure 4.3.


Prior to 1992 companies that explored one or more of the Foxton tenements included Carlindi Mining Corporation NL,Great Eastern Mines Ltd, Money Mining NL and Open Pit Mining and Exploration Pty Ltd. During the period 1992 to1993 Paragon Gold Pty Ltd carried out geological mapping, ground magnetic surveying and drilled 58 RAB holes.Between 1993 and 1995 Diablo Cliffs NL undertook mapping,soil and lag sampling,rock chip sampling and drilled 211RAB holes for 3194 m and 23 RC holes for 1132 m.

In 1995 the Archean – CKGM Joint Venture obtained the right to extend their exploration of the Phillips Find tenementsnorthwards onto the Foxton property where they implemented a program of ground magnetics and commissionedWorld Geoscience to carry out an aeromagnetics survey of the area. Although this work led to the definition ofnumerous geophysical anomalies, none were targeted by the Archaean – CKGM Joint Venture for further exploration.

In June 1998 Gindalbie Gold NL entered into an agreement with John Foxton to purchase the Foxton tenementsidentified by Gindalbie as the Dunns Eight Mile project. Their exploration included data assessment,map compilation,detailed geological mapping,rock chip and mullock sampling and RAB drilling at selected structural and geochemicaltargets. In 1999 Gindalbie’s focus shifted to the Murchison with a major tenement acquisition near Golden Grove andthey discontinued their involvement in the Dunns Eight Mile project.

4.3.3 Digger Drilling tenements

Snowden has no record of previous exploration or mining activities on these tenements. Barminco’s recent low-levelaeromagnetic survey will provide a sound foundation on which to develop an exploration strategy.

4.3.4 Barminco’s involvement

Barminco’s involvement in the Phillips Find Mining Centre area commenced in 1998 with their purchase of thetenement. In June 1999 Barminco gained access to the Foxton ground through an Option to Purchase agreement andin May 2000 access was gained to the Digger Drilling properties through a joint venture between Barminco and DiggerDrilling.

Barminco commenced their exploration of the area in 1999 by flying a low level aeromagnetic survey to very preciselydefine the structural geology of the area. This was followed by an extensive auger sampling program for gold and otherelements. Sampling was conducted on a 100 m x 100 m grid using a truck-mounted auger with the intention being tolocate and sample the pedogenic carbonate soil horizon. On the Phillips Find Mining Centre and Foxton tenementsthis horizon is generally located at depths between 1 to 3 m below surface. During June and July 2000 Barmincoundertook a program of infill auger sampling that extended onto the Digger Drilling tenements.

All auger holes were logged and the carbonate and ferruginous horizons were sampled and submitted for assay byAnalabs, a Perth-based laboratory. The principal parts-per-billion (“ppb”) gold anomalies identified are shown onFigure 4.4 and include:

• an area in the south of the Digger Drilling tenements in the greenstone belt rocks adjacent to the granite contact;

• an area in the vicinity of the known deposits at the Phillips Find Mining Centre with an extension of theanomalous zone to the northwest following the granite contact;

• an area in the vicinity of the Double “S”and Sarmatea workings in the central part of the Foxton tenements; and

• anomalies in the northeast of the Foxton area in the vicinity of the Kunanalling shear which strikes northwestacross the area.

In January 1999, following a limited 20 hole RC drilling program (predominantly aimed at site clearance for wastedumps) and a single diamond hole to assist geotechnical assessment,Barminco committed to mine the Bacchus Giftorebody. Mining commenced in February 1999 and concluded at the beginning of June 1999. Barminco processed81,315 tonnes of ore at a head grade of 5.71 g/t gold for the production of 14,937 fine ounces at a recovery of 96.9%gold. The Newhaven orebody was mined during the period February to April 2000 following a 20 hole RC drillingprogram. Barminco mined 41,974 tonnes at a gold head grade of 3.9 g/t for the production of 5,269 ounces of gold bydeepening the pit from 25 m to 50 m below the surface. The ore from both open pits was trucked to Coolgardie andprocessed through Barminco’s Greenfields treatment plant.


Figure 4.3: Phillips Find project - geological synthesis from an aeromagnetic survey complied in May 2000

associated with the D3 tectonic event) tension veins or gashes trending towards the north-northeast approximatelyperpendicular to the granite-greenstone belt contact. It is common to find gold mineralisation in the EasternGoldfields concentrated in shoots where late-formed structures intersect favourable lithologies or earlier formedstructures.

The potential of the Dunnsville/Doyle granite to host gold mineralisation should not be discounted. The Golden Cities project, 50 km east of Phillips Find, is an example of gold occurring in a fracture system in a late-Archaean granite pluton.

Old mine workings

The most significant old workings are those at the Phillips Find Mining Centre. The old Newminster mine holdspotential for a gold resource and there is justification for additional deep drilling below the Newhaven pit. It has beensaid by Barminco geologists that there is little potential to find additional gold resources below the Bacchus Gift pit,however, Snowden has not confirmed this view.

On the Foxton tenements there are a number of old workings that indicate minor gold occurrences,in particular at theDouble “S”and Sarmatea prospects.

Previous exploration

Even though a number of companies have explored the Phillips Find and Foxton tenements during the last 20 yearsthe work has, by and large, been superficial and restricted to mapping and soil sampling programs. Very few of theholes drilled in the area have exceeded 50 m vertical depth. Exploration of the area has been hindered by the absenceof exposed geology and a widespread cover of recent sediments. These factors taken together mean that explorationof the Phillips Find project is at a comparatively early stage although the extensive auger sampling exploration programundertaken by Barminco over all tenements within the Phillips Find project has partly redressed this situation.

Barminco’s recent aeromagnetic survey has led to numerous “anomalies”being defined,many of which justify ground-truthing. A detailed synthesis of the aeromagnetic interpretation, in association with the auger geochemical data andregional geological knowledge, is now required.

Alluvial gold mining

Alluvial gold mining has taken place on the Foxton tenements for about twenty years. The mining has always beenconducted on a small scale. Figure 4.3 shows the approximate outlines of areas already mined. The source of thealluvial gold is uncertain and it has still to be established whether it defines potential exploration target areas worthyof follow-up work for primary deposits at depth.

Comment

In Snowden’s opinion past exploration of the Phillips Find project area has been somewhat superficial. The systematicauger sampling program recently conducted by Barminco, together with the new aeromagnetic survey data,provide afoundation to progress exploration of the area. Barra is now in a position to plan a focussed exploration program thattargets the most important anomalies.


Barra has advised Snowden that its intention is to focus its initial exploration on areas where gold anomalies,identifiedthrough the auger sampling, coincide with the main northwest trending structural corridors and northeast-trendingfracture zones. Exploration of these areas will commence with infill auger sampling followed by RAB drilling. Withinthe Phillips Find Mining Centre itself RC drilling is planned between existing pits within the prospective horizonhosting previously mined mineralisation.

Year 2 exploration is likely to involve both detailed resource drilling and follow-up drilling of targets identified in Year 1. Proposed expenditure is presented in Table 4.1.


Exploration of the Phillips Find project is at a relativelyearly stage overall now that the Newhaven andBacchus Gift deposits have been mined. There arecurrently no defined resources within the project area.The exploration potential of the Phillips Find projectcan be considered with respect to six principalsources of information:

• the geology and in particular the structuralgeology of the area,

• the occurrence of old mine workings and augersampling anomalies,

• geophysical anomalies,

• the extent and intensity of previous explorationwork,

• the distribution of alluvial gold workings,

• the proximity of significant mining operations.

Geology

The Phillips Find project is situated in an area ofgenerally poor exposure. It appears to be underlain bya well-defined greenstone stratigraphy that can becorrelated with the stratigraphy around Coolgardie.Geological complications are, however, caused byintrusive granites (in particular the Dunnsville/Doylegranite) and the Kunanalling shear zone which cutsacross the northeast of the area. The stratigraphicsequence at Phillips Find, consisting of ultramafics,various basalts and intercalated sediments, has thepotential to host both primary and supergene goldmineralisation as well as both primary and lateritehosted nickel mineralisation. To our knowledge therehas been no exploration of the area for lateritic nickel.

Most known gold deposits in the Yilgarn craton arehosted by tectonically induced structures withingreenstone belt rocks. In the project area there are arange of structures in the form of faults, shears andfolds all of which have the potential to host goldmineralisation. The contact zone between thegreenstones and the Dunnsville/Doyle graniteprovides an important zone of likely structuraldisruption and it is in the greenstones adjacent to thegranite contact that the Bacchus Gift, Newhaven andNewminster orebodies were identified.

In the case of both the Bacchus Gift and Newhavendeposits there are no detailed geological maps of thelodes mined, however there are reports that the goldmineralisation occurred in late-formed (probably


Figure 4.4: Phillips Find project gold geochemicalanomalies in ppb from auger samples

Table 4.1

Total expenditure Phillips Find project Year 1 and 2


Wages/salaries/consultants 80,000 80,000 160,000 Auger drilling 18,000 18,000RAB drilling 55,000 55,000 RC drilling 55,000 100,000 155,000 Assays 38,560 30,000 68,560 Vehicle costs/field expenses 15,360 14,000 29,360 Data compilation 10,600 10,000 20,600 Tenement costs 21,740 21,740 43,480 Legal Administration 55,000 50,000 105,000

Total 349,260 305,740 655,000

5.2 GEOLOGY

The Quinns project takes in much of the narrow,northstriking eastern limb of the south plungingCopperfield anticline at the northern extremity of theMount Ida greenstone belt. The anticline is cored bygranitoid rocks. The much wider western limb of theanticline hosts the old Copperfield and Bottle Creekmines.

The Quinns project extends over a north-southdistance of some 35 km. Over this distance thegreenstones are up to 3 km in width but arediscontinuous, having been invaded by granitoids in

places. Yeates describes the greenstone belt rocks atQuinns as consisting of coarse-grained anorthositicgabbro in the west and medium to coarse grainedamphibolites, interlayered with komatiite basalts (nowrepresented by tremolite-chlorite schist) in the east.The entire stratigraphy has been regionallymetamorphosed to lower amphibolite facies withmetamorphic grades increasing towards the easternand northern limits of the greenstone sequence.

The stratigraphy of the Quinns greenstone belt isintersected by a well developed shear zone evident as a 4 m wide zone of ferruginous and siliceousmylonite. Mapping by government agencies hasindicated that the structure is likely to be an extensionof the regionally extensive Zuleika shear that can be traced from near Coolgardie in the south to the Lawlers-Agnew area 80 km north of Quinns in the north.

Descriptions of gold mineralisation occurring in thesouth of the project area indicate that it occursprincipally as quartz-pyrite lodes enveloped bytremolite schist within amphibolites. The goldmineralisation appears to occur in areas of moreintense shearing.

5.3 EXPLORATION AND MININGHISTORY

5.3.1 Arrow Resources Agreement

Tenement M29/65 is located at the southern end of theQuinns project and is dominated by two old mineareas; namely Boudie Rat and Forrest Belle. Thelocation of these mine sites is shown on Figure 5.2.

Old records show that Forrest Belle operatedintermittently as an underground mine from 1899 to1941 during which period 3940 t were mined at 27.3g/t gold for the production of 3454 ounces of gold.Boudie Rat reportedly operated during the period1898 to 1935 when 3450 t at 6.5 g/t were mined for 721ounces of gold.

Since the early 1980’s M29/65 has been held by Mr FCock, a pastoralist and prospector. Since 1981 thetenement has been the subject of numerous jointventure arrangements.

1981 – 1983

Spargos Exploration NL conducted detailedgeological mapping and sampling and a smallprogram of RC drilling. The work was focussed on theForrest Belle and Boudie Rat workings;

5 QUINN HILLS PROJECT

5.1 INTRODUCTION

The Quinns project area is situated at the far northern end of the Mount Ida greenstone belt about 80 km due northof the Riverina gold mine, 10 km northeast of Mount Ida and 110 km west of Leonora (Figure 1.1). The project isaccessed from Kalgoorlie by taking the sealed Kalgoorlie – Leonora highway north to Menzies,then on the well formedgravel Sandstone road to the 45 Mile Outcamp, then north to Copperfield, west on the Leonora Road to Ida Well, thennorth on the Ida Valley road a further 10 km. Access can also be gained on the gravel road from Leonora, turning ontothe Ida Valley road 6 km before Copperfield.

The project comprises 11 tenements that are identified on Figure 5.2. On Figure 5.2 the tenements are colour codedwith respect to their ownership status and to agreements into which Barminco has entered. There are five ownershipcategories. The ownership and purchase arrangements for each of the five groups is indicated on Figure 5.2 and issummarised below.

Group 1. Barra Resources – 100%. These tenements include: P29/1716, P29/1717, E29/489 and E29/494, E29/492 andE29/493.

Group 2. Western Areas JV Agreement. Barra is earning an interest in two mining leases: M29/36 and M29/37 locatedin the south of the project area.

Group 3. Arrow Resources Agreement. Barra has purchased tenement M29/65 located in the far south of the projectarea; the tenement is subject to a royalty agreement.

Group 4. Chatswood Crest Agreement. Barra has a agreement to purchase tenement P29/1639 on a staged paymentbasis over 36 months.

Group 5. Kanowna Consolidated Gold Mines JV. Barra is earning an interest in E29/329 and E29/331.

The Western Areas JV tenements have recently been described in an Independent Geologist’s Report prepared by R Yeates (Yeates,2000) and included in the Western Areas NL prospectus dated 22nd May 2000. In this report referenceto Yeates’ account of tenements M29/36 and M29/37 is made by Snowden since it records the current status of the properties.

Descriptions of the other Quinns project tenements are based on information provided by Barra as well as MinesDepartment tenement searches.


Figure 5.1: Quinns project - regional setting

5.3.2 Western Areas JV

These two mining leases constitute what Western Areas calls the Quinn Hills project after the old Quinn Hills minelocated in the northwest corner of M29/36. The Quinn Hills mine has been the focus of all exploration attention inrecent times with no record of any work carried out on M29/37 to the south.

Between 1934 and 1942 underground mine production from Quinn Hills was reported to total 2,200 t of ore at a gradeof 6.8 g/t for 481 ounces of gold.

Work undertaken at Quinn Hills since 1975 is summarised below.

1975Australian Anglo American Limited explored the area around Quinn Hills for base and precious metals in joint venturewith local pastoralists.

1981Nord Resources undertook a rapid appraisal of the Quinn Hills area through reconnaissance mapping, rock chipsampling and assaying of old dump material.

1984Austamax completed geological mapping,aerial photography and drilled four RC holes, three of which were beneaththe old workings and one was drilled south of the workings. The first hole (QH1) was collared on the western side ofthe lode horizon, but had to be terminated several metres short of the target due to blocky ground conditions andpartial loss of air circulation. QH2 was collared on the eastern side in more competent schistose amphibolite, 100 msouth of the main shaft. The hole encountered 5 m of quartz veining from a down hole depth of 38 m, averaging 6.5g/t Au gold,with a 1 m interval returning 15 g/t. QH3 was positioned opposite the failed QH1 in the vicinity of the mainshaft. This hole intersected 2 m at 5.2 g/t Au gold from a depth of 34 m. The drilling confirmed surface mapping,encountering quartz veining within a narrow unit of highly deformed chlorite-tremolite schist, enveloped by blockyamphibolite to the west and finer, schistose amphibolite to the east. The lode is commonly pyritic and/or pyrrhotitic,dips subvertically and the enveloping schist commonly includes varying quantities of talc, chlorite and subordinatebiotite.

The single hole completed at Quinn Hills South (QH4) was collared on the western side of a diffuse zone of quartzveining associated with shallow gold workings. The hole encountered abundant pyrite-pyrrhotite associated withquartz veining within medium to coarse-grained amphibolite, between 18 m and 31 m down hole, including a 30 cmwide zone of massive sulphide, however, no significant gold values were returned.

The Quinn Hills property provided insufficient encouragement for Austamax, and the joint venture was not extendedbeyond 1985.

1987Minewest was contracted to continue exploration over the Quinn Hills area and they undertook a program of drillingthat included 7 open hole percussion drill holes at the main workings which generated several additional encouragingintersections, the best of which included 5 m at 8.75 g/t Au gold from 13 m depth in hole QHP2 and 3 m at 5.18 g/t Augold from 24 m depth in hole QHP7.

1994 - 1996During this period Cocks Mining NL completed a programme of soil geochemistry, RAB drilling and RC drilling overthe Quinn Hills and Quinn Hills South workings. Soils geochemistry confirmed the position of the known mineralisedlodes, however RAB drilling was only partially successful in the hard, unweathered amphibolites. The RC programmeinvolved the completion of a further 6 holes (QHRC 10 to 15) designed to infill and extend earlier drilling along theline of the main workings. The best results achieved included 6 m at 4.56 g/t Au gold from a depth of 24 m in holeQHRC11 and 7 m at 4.54 g/t Au gold from a depth of 19 m in hole QHRC14.

1997 - 1999During this period Newcrest explored the Quinn Hills area in joint venture with Lincoln Areas NL as part of a largerprogramme within the district. This programme involved geological mapping, soil sampling and RC and diamond

1983 – 1984

Nord Resources followed-up the Spargoswork without any significant success;

1985 – 1987

Austamax Resources Limited, later tobecome Australian ConsolidatedMinerals, conducted ground magneticsand employed various electricalconductivity methods to define shearzones. The geophysical exploration wasfollowed-up by RAB and RC drilling atForrest Belle and Boudie Rat andunclassified resource estimates of 53,000 tat 4.2 g/t gold and 60,500 t at 4.4 g/t goldwere reported for the respective deposits.

1987 – 1991

Atlas Pacific Gold NL, Queen MargaretGold Mines NL, Spargos Exploration NLand F J Cock completed a small programof in-fill drilling at the two prospects, re-estimated resources and completed aNotice of Intent to mine.

1991 – 1996

Royal Harry Gold Mines reviewed theproject but conducted little explorationand no mining.

1996

Consolidated Gold Mines Limitedpurchased the lease and subsequentlywent into receivership. Managementpassed to Arrow Resources ManagementPty Ltd on behalf of Rothschild AustraliaLimited. Through Australian Gold FieldsNL, who operated the Bannockburn Mine75 km to the southwest, Arrow Resourcesmined open pits at both Forrest Belle andBoudie Rat. The pits were mined to 25 mvertical depth between January andMarch 1997. The reported productionduring this period was:

Forrest Belle – 28,234 t at 3.40 g/t goldfor 3086 ounces

Boudie Rat – 42,681 t at 4.16 g/t for 5709 ounces

2000

Barra purchased M29/65 from ArrowResources.


Figure 5.2: Quinns project - tenement plan

drilling. Soil geochemistry identified the main line of workings, however a more substantial anomaly, measuring 1,000 m by 200 m, with results consistently exceeding 70 ppb gold, was identified parallel to and immediately west ofthe main workings, within amphibolites and high magnesian basalts.

A programme of 6 deeper (150 m) RC holes was designed to assess both the main workings and the new soil anomaly.Three holes were completed into the main line of workings,with hole QHP90130-1 returning a down-hole intersectionof 9 m at 17.0 g/t Au gold from a depth of 137 m, translating into a true width interval of approximately 3 m.The remaining holes, which were drilled 150 m to the north and south respectively, returned narrower intersections of approximately 0.4 to 0.5 g/t Au gold. Holes completed to assess the soil anomaly to the west encountered lower-grade mineralised intervals of varying width, the best of which was 12 m at 2.0 g/t Au gold from a depth of 88 min hole QHP89880-1.

In November 1998, a 500 m diamond drill hole was completed to intersect the depth projection of 4 interpretedmineralised shoots determined from surface workings and RC drilling. The principal target on the Main lode was theprojected down-plunge extension of mineralisation intersected in RC hole QHP90130-1, however the diamond drillhole (QHC01) intersected only 1 m at 0.28 g/t Au gold associated with limited quartz veining at a depth of 407 m. Thepersistence of mineralisation lying down-plunge from the intersection in QHP89880-1 on the Western lode, however,was confirmed with an intersection of 10 m at 2.2 g/t Au gold from a depth of 145 m. An additional intersection of 4m at 3.2 g/t Au gold was also returned from a depth of 100 m in the vicinity of the Western lode.

Despite the encouraging intersections returned by both Newcrest and earlier drilling,the company concluded that thegrades of mineralisation associated with the Main and Western lodes were inadequate to support an undergroundmining operation of sufficient size to be of interest to Newcrest. As a consequence, the company withdrew from thejoint venture in January 1999.

In early October 2000, Barra completed a 7 hole RC drilling program on the main zone to test the lode mineralisation to a vertical depth of 100 m. The best down hole intercept recorded was 4 m at 9.6 g/t Au (Figure 5.5) The closest drill hole to QHP9013-1 intersected 6 m of quartz lode mineralisation assaying 1.7 g/t Au over the central 2 m section.

5.3.3 Other tenements

Snowden has found no record of exploration work having been carried out on any of the other tenements within theQuinns project.


Figures 5.3 and 5.4 show drill hole pierce points, reef widths and reef gold grades below the Forrest Belle and Boudie Rat open pits respectively. The data compiled by Barra Resources shows that the deepest drilling below bothpits is just 60 m vertical depth. The assay data suggests that there is good potential at both sites to define high gradeshoots (+7.0 g/t Au gold) that will be amenable to narrow stope underground mining. Drilling in the depth range 60 m to 150 m will be required. In addition exploration should be undertaken along strike of the Forrest Belle andBoudie Rat lodes.

The longitudinal section through the Quinn Hills mine in Figure 5.5 illustrates drill hole pierce points, reef widths andgold grades intersected below the old workings. Most of the drilling has only sampled the top 100 m of the lode with only a few holes drilled to test below this depth. Yeates has noted that the Main lode at Quinn Hills displaysreasonable consistency of width and grade of potentially economic gold mineralisation over a 200 m strike length.It is also suggested by Yeates that the limits of the lode have not been established along strike to the north or south or down dip.

In Snowden’s opinion the Forrest Belle, Boudie Rat and Quinn Hills prospects all have potential for mineable highgrade, narrow vein lodes that Barra will be ideally placed to mine.

Beyond the known prospects,Barra has a very large tenement holding that is more-or-less unexplored. Exploration ofthe ground adjacent to the Zeluika shear is likely to be an early priority.


Figure 5.3, Figure 5.4 and Figure 5.5 of Quinns project


Barra proposes to focus its initial exploration effort in the area where Cocks Mining NL and Newcrest Mining Limiteddrilled and recognised potential for the development of a high grade shoot. Barra’s initial target is to identify a highgrade gold resource of 100,000 tonnes.

Barra has proposed a 12 hole RC drilling program in the first year of exploration. In Year 2 Barra expects to undertakefollow-up infill drilling. A summary of proposed expenditure at Quinn Hills is given in Table 5.1.

6 VALUATION CONSIDERATIONS

6.1 INTRODUCTION

The author of this report is a Fellow of the Australasian Institute of Mining and Metallurgy (AusIMM) and, therefore, isobliged to prepare mineral asset valuations in accordance with the Australian reporting requirements as set out in theVALMIN Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for IndependentExpert Reports as adopted by the AusIMM in 1995. The opinions expressed and conclusions drawn with respect to thisvaluation are appropriate at the Valuation Date of 16 September 2000. The valuation is only valid for this date and maychange with time in response to variations in economic, market, legal or political conditions in addition to on goingexploration results. The objective of a mineral asset valuation is to establish a “fair market” value for an asset in thecontext of all the foregoing factors.

6.2 FAIR MARKET VALUE OF MINERAL ASSETS

Mineral assets are defined in the VALMIN Code as all property including, but not limited to real property, mining andexploration tenements held or acquired in connection with the exploration, the development of and the productionfrom those tenements together with all plant, equipment and infrastructure owned or acquired for the development,extraction and processing of minerals in connection with those tenements.

The VALMIN Code defines the value, that is fair market value, of a mineral asset as the estimated amount of money orthe cash equivalent of some other consideration for which, in the opinion of the Expert or Specialist reached inaccordance with the provisions of the VALMIN Code, the mineral asset should change hands on the Valuation Datebetween a willing buyer and a willing seller in an arms length transaction, wherein each party has actedknowledgeably, prudently and without compulsion.

In effect, therefore, the valuation expert is assumed to have the knowledge and experience necessary to establish a realistic value for a mineral asset. The real value of a tenement can only be established in an open market situation, where an informed public is able to bid for an asset. The most open and public valuation of mineral assets occurs when they are sold to the public through a public share offering by a company wishing to become a public listed resource company, or by a company raising additional finance.

In this instance, the public is given a free hand to make the decision, whether to buy or not buy shares at the issueprice, and once the shares of the company are listed, the market sets a price.

Table 5.1

Total expenditure Quinn Hills Year 1 and 2


Wages/salaries/consultants 18,000 15,000 33,000RC drilling 62,000 45,000 107,000 Diamond drilling 70,500 70,500 Assays 4,750 5,750 10,500 Vehicle costs field expenses 7,680 10,000 17,680 Data compilation 5,300 6,000 11,300 Tenement costs 3,760 3,760 7,520 Legal administration 27,000 30,000 57,000

Total 128,490 186,010 314,500

It is well known to most valuation experts that where exploration tenement valuation is concerned there really are two quite distinct markets operating in Australia. Almost without exception, the values achieved for explorationtenements sold through public flotation are higher than where values are established through say the cash sale oftenements by a liquidator, or the sale of a tenement by a small prospector to a large company neighbour, or throughjoint venture arrangements.

It is our opinion, that in all these circumstances the terms of sale generally do not meet the criteria laid out in theVALMIN Code for fair market value ie. transaction between a willing buyer,willing seller in an arms length transaction,wherein each party had acted knowledgeably, prudently and without compulsion. Invariably one of the parties is a less than enthusiastic participant and it can’t be said that the purchase or sale is without an element of compulsion.

Joint Venture terms are, in our opinion, particularly difficult to use as a valuation guide because rarely are the termsstraightforward - there are usually exit clauses built-in to a joint venture whereby the earn-in party has the right to exitafter some specified period or some amount has been expended. Just what cash or cash equivalent price is beingpaid for a tenement becomes distinctly blurred.

It is Snowden’s opinion that the fair market value of exploration tenements should be valued by the Expert on theassumption that they are traded by vending them into a public float. Generally this will mean that the vendor is issuedescrow shares (escrow period is usually two years). Importantly, this is a true cash sale situation, since the purchaserof the tenements (the public) is always expected to pay cash.

The VALMIN Code notes that the value of a mineral asset usually consists of two components, the underlying orTechnical Value and the Market component which is a premium relating to market, strategic or other considerationswhich,depending on circumstances at the time,can be either positive,negative or zero. When the Technical and Marketcomponents of value are added together the resulting value is referred to as the market value.

The value of mineral assets is time and circumstance specific.The asset value and the market premium (or discount)changes,sometimes significantly,as overall market conditions,commodity prices,exchange rates,political and countryrisk change. Other factors that can influence the valuation of a specific asset include the size of the company’s interest, whether it has sound management and the professional competence of the asset’s management. All theseissues can influence the market’s perception of a mineral asset over and above its technical value.

6.3 METHODS OF VALUING EXPLORATION TENEMENTS

When valuing an exploration or mining tenement the Expert is really attempting to arrive at a value that reflects thepotential of the tenement to yield a mineable ore reserve and which is,at the same time,in line with what the tenementwill be judged to be worth when assessed by the market. Arriving at the value estimate by way of a desktop study isnotoriously difficult because there are no hard and fast rules and no single industry-accepted approach.

It is obvious that on such a matter, based entirely on professional judgement, where the judgement reflects thevaluation Expert’s previous geological experience, local knowledge of the area, knowledge of the market and so on,that no two valuers are likely to have identical opinions on the merits of a particular property and therefore, theirassessments of value are likely to differ - sometimes markedly. Snowden is aware, for example, of two independentvaluation reports prepared at the same time for the same tenement and the preferred1 values arising from the twostudies were approximately $20,000 and $1,600,000 respectively.

Lawrence (1994) has reviewed the most commonly employed methods of exploration tenement valuation. Themethods are:

• Multiple of exploration expenditure method (exploration based) also known as the premium or discount on costsmethod or the appraised value method.

• Joint Venture terms method (expenditure based).

• Geoscience rating methods such as the Kilburn method (potential based).

• Comparable market value method (real estate based).

1Preferred value - the most likely value within a high low range



The Kilburn method systematically assesses and grades four key technical attributes of a tenement to arrive at a seriesof multiplier factors. The multipliers are then applied serially to the BAC of each tenement with the values beingmultiplied together to establish the overall technical value of each mineral property. The fifth factor the market factoris then multiplied by the technical value.

The multipliers or ratings and the criteria for rating selection are summarised in Table 6.1

Lawrence (1994) has noted that the successful application of this method depends on the selection of appropriatemultipliers that reflect the tenement prospectivity.There is, furthermore, the expectation that the outcome reflects themarket’s perception of value. Snowden is philosophically attracted to the Kilburn type of approach because it at leastmakes an attempt to implement a system that is systematic and defendable. It endeavours to take account of the keyfactors that can be reasonably considered to impact on the exploration potential. The keystone of the method is theBAC which provides a standard base from which to commence a valuation. The acquisition and holding costs of atenement for 1 year provides a reasonable, and importantly, consistent starting point. Presumably when a tenement(EL, PL or ML) is pegged for the first time by an explorer the tenement has been judged to be worth at least theacquisition and holding cost.


It is possible to identify positive and negative aspects of each of these methods. It is notable that most valuers have asingle favoured method of valuation for which they are prepared to provide a spirited defence and, at the same timepresent arguments for why other methods should be disregarded. The reality is that it is easy to find fault with allmethods since there is a large element of subjectivity involved in arriving at a value of a tenement no matter whichmethod is selected. It is obvious that the Expert valuer must be cognisant of actual transactions taking place in theindustry in general to ensure that the value estimates are realistic.

In our opinion a geologist charged with the preparation of a tenement valuation must give consideration to a range oftechnical issues as well as make a judgement about the “market”. Key technical issues that need to be taken intoaccount include:

• geological setting of the property;

• results of exploration activities on the tenement - usually data from soil sampling,trenching,mapping and drilling;

• interpretation of geophysical data and remotely sensed information;

• evidence of mineralisation on adjacent properties; and

• proximity to existing production facilities of the property.

In addition to these technical issues the valuation Expert has to take particular note of the market’s demand for thetype of property being valued. Obviously this depends upon professional judgement. As a rule, adjustment of thetechnical value by a market factor must be applied most judiciously. It is Snowden’s view that an adjustment of thetechnical value of a mineral tenement should only be made if the technical and market values are obviously out ofphase with each other.

It is Snowden’s opinion that the current market in Australia may pay a premium over the technical value for highquality mineral assets ie. assets that hold defined resources that are likely to be mined in the short-term (less than 5years) or projects that are believed to share the potential to develop into mining operations in the short term eventhough no resources have been defined. On the other hand exploration tenements that have no defined attributesapart from interesting geology or a “good address”may well trade at a discount to technical value. Deciding upon thelevel of discount or premium is entirely a matter of the Experts professional judgement. This judgement must of coursetake account of the commodity potential of the tenement. Currently in the Eastern Goldfields of Western Australia atenement may have a modest value for its “traditional” gold potential but a substantially elevated value for its nickelpotential – either laterite or sulphide nickel. There are of course numerous factors that affect the value such asproximity to an established process facility and the size of the land holding.

The current Australian market in exploration tenements is also strongly impacted by the size of the land holding. Inour opinion a large consolidated tenement holding in an area with strong exploration potential attracts a premiumbecause of its appeal to the large companies.

The most widely used methods for the technical valuation of exploration properties are summarised below.

Kilburn’s Geoscience Rating Method

Kilburn, a Canadian mining engineer was concerned about the haphazard way in which exploration tenements werevalued. He proposed an approach which essentially requires the valuer to justify the key aspects of the valuationprocess. As Goulevitch and Eupene (1994) note, the valuer must specify the key aspects of the valuation process andmust specify and rank aspects which enhance or downgrade the intrinsic value of each property. The intrinsic valueis the base acquisition cost (BAC) which is the average cost incurred to acquire a base unit area of tenement and tomeet all statutory expenditure commitments for a period of 12 months. Different practitioners use slightly differingapproaches to calculate the BAC.

In Western Australia there are three classes of tenement, the exploration licence (EL) the prospecting licence (PL) andthe mining lease (ML) . The BAC’s per unit of area have been determined to be:

Exploration licence $328/km2

Prospecting licence $ 42/ha

Mining lease $109/ha

Table 6.1

Kilburn’s rating criteria

Rating Off property On property Anomaly factor Geological factor

0.1 Generally unfavourable lithology

0.2 Generally unfavourablelithology with structures

0.3 0.4 Generally favourable

Lithology (10%-20%) 0.5 Extensive previous Alluvium covered

exploration with Generally favourable poor results lithology (50%)

0.6 0.7 0.8 Generally favourable

lithology (50%) 0.9 1 No known No known No targets outlined Generally favourable

mineralisation mineralisation lithology (70%) 1.5 Minor workings Minor workings Generally favourable

lithology 2 Several old workings Several old workings Several well Generally favourable

defined targets lithology with structures 2.5 Abundant workings Abundant workings 3 Several significant Generally favourable

subeconomic lithology with majorintersections structures along strike

of a major mine3.5 Abundant Abundant

workings/mines workings/minesHistorical production Historical production

>200,000 oz >100,000 oz4 4.5 5 Along strike significant Historical production Several significant ore

Mine(s)with production/ >500,000 oz grade correlatable reserves >1M oz intersections of

10 Along strike significantMine(s) with production/

reserves >5M oz

Where joint venture arrangements do already exist the terms of the joint venture need to be taken into account andare likely to lead to the technical value of the tenement being appropriately adjusted to reflect the prevailing earn-inarrangements and whether the joint venture will run its full course ie. whether the earn-in party will meet allexpenditure obligations required in the agreement or will it walk away prematurely with either a small interest or noretained interest at all.

Comparable Market Value Method (or Real Estate Method)

In certain circumstances the method of valuing tenements in the context of recent transactions on similar tenementsin a given area may be appropriate. In such a case the market’s view is being taken into account.We suggest that thisgeneral approach can be used to ensure that valuations by the Kilburn or Multiple of Exploration methods are sensibleand realistic. However, the Comparable Market Value method is so subjective, Snowden believes that it should beavoided for any systematic valuation of tenements for presentation in a public document,since the method is unlikelyto hold up to technical scrutiny.

In Snowden’s opinion exploration tenements without defined mineral resources can only be realistically valued by theKilburn (or some other systematic rating method) or the Multiple of Exploration methods. In our opinion the Kilburnapproach is generally the most appropriate method to use. At least the basis for the professional judgement is laid outfor public scrutiny and the method is as transparent as any method can be.

Having considered the various methods used in the valuation of exploration tenements,Snowden is of the opinion thatthe Kilburn method provides the most appropriate approach to the valuation of exploration tenements on which thereare no defined resources. Where resources and/or ore reserves have been defined our approach is to excise them fromthe tenement and to value them separately and then value the exploration potential of the remainder of the tenement.

Valuation of Resources and Ore Reserves

Once a resource has been assessed for mining by considering revenues and operating (mining processing) andadministrative costs the economically viable component of the resource becomes the ore reserve. When this isscheduled for mining and all capital costs are considered the net present value (NPV) of the project is established bydiscounting future annual cash flows using an appropriate discount rate. The resulting “classical” NPV has numerousdeficiencies which are linked to the fact that the method assumes a static approach to investment decision makingwhich is obviously not the case. Nevertheless the NPV represents the only practical approach to valuing a proposedmining operation.

When only a resource has been outlined and its economic viability has still to be established (there is no ore reserve)then typically a “rule of thumb”approach is usually applied. With gold projects this means allocating a dollar value toresource ounces of gold in the ground. The dollar value allocated depends on the grade of the resource (translates intoexpected cost per ounce of production), likely process costs and likely capital costs and confidence in the resource.

7 VALUATION OPINION

7.1 RIVERINA PROJECT

The valuation of the Riverina project has been undertaken in the context of the following considerations.

Ownership status. The Riverina project comprises 51 tenements (including Mining Licences, ProspectingLicences and Exploration licences) that fall into eight ownership groups. The essential elements of the ownershipagreements are summarised on Figure 2.2.

Consolidation of tenements

The Riverina project represents a substantial,consolidated ground holding which has not previously been achieved inthe area. This will present Barra with significant opportunities for exploration and project development such as theopportunity to develop centralised gold processing facilities to treat ore from a number of operations and theopportunity to gain the interest of major mining companies looking for opportunities to participate in largeexploration ground holdings in terrain with good exploration potential.

Some argue that on occasions it is expedient to convert say a PL to an ML for strategic rather than exploration successreasons and hence it is unreasonable to value such an ML starting at the relatively high BAC for an ML compared witha PL. In our opinion the multiplier factors will take care of this issue and will value the tenement appropriately.

It has also been argued that the Kilburn method is a valuation-by-numbers approach. Bruce et al. (1994) suggests it isan attempt to quantify the judgement of experienced geologists and engineers into numbers for anyone to use.Snowden is unsure of the basis for this interpretation. In our opinion the strength of the method is that it reveals to thepublic, in the most open way possible, just how a tenement’s value was arrived at. It is anything but misleading for the public and is indeed the only approach that lays out, for all to see, the subjective judgements made by thevaluation Expert.

Multiple of Exploration Expenditure (also known as the Appraised Value Method)

This method has been described in detail by Lawrence (1994). The basic philosophy of the Multiple of ExplorationExpenditure Method is that an exploration tenement is worth the meaningful past exploration expenditures pluswarranted future costs adjusted by a market factor.The magnitude of this factor is based on the subjective judgementby the valuer of exploration potential, location of the property and activity in the area.

In essence this is precisely what Kilburn was endeavouring to achieve with the multiplier factors but in a moresystematic and less ad hoc manner.

An important element of this method,which is often overlooked in its application, is that only those past expenditureswhich are considered reasonable and productive are retained as value. Productive means that the results of the workgive sufficient encouragement to warrant further work by identifying the potential for the existence and discovery ofan economic mineral deposit.Warranted future costs comprise a reasonable exploration budget to test the identifiedpotential, which can be geophysical or geochemical anomalies or promising mineralisation already identified. It isLawrence’s (1994) view that if exploration work downgrades potential, it is not productive and should not be retainedas value. Obviously if the property is considered to have negligible exploration potential, it has little or no value.

As with the Kilburn Method, the Multiple of Exploration Method requires a thorough understanding of the explorationprocess, industry standards and unit costs for drilling and other exploration techniques. It requires that the valuerbecomes familiar with the geological setting, the exploration target, the exploration history and appropriateexploration techniques. These requirements are best fulfilled by seasoned exploration geologists with a variety ofexperience and sound technical judgement.

The principal short-comings of this method are that there is no constant base from which to commence the valuation,as there is with the BAC used in the Kilburn Method,and secondly, there is no systematic approach taken in arriving atthe exploration multiplier.A judgement is required therefore, at both the start and the end of the valuation.

Joint Venture Term Method

The Joint Venture Terms method takes into account existing JV agreements or the JV terms for nearby and/or similarproperties. Lawrence (1994) points out that only arm’s length agreements and firmly committed expenditure are everconsidered and he notes that a premium may be considered for being an operator. In Snowden’s opinion the JVmethod is entirely inappropriate for the valuation of exploration tenements for reasons which include:

• the method does not meet the fundamental valuation requirements as presented in the Code.

• the method is too subjective and open to manipulation.

It is our opinion that tenements should be valued prior to JV terms being negotiated for a property rather than theterms of the JV being represented to reflect the value of the tenement.

In Snowden’s opinion, Joint Ventures are generally complex documents with “walk-away” provisions and do notnecessarily have any bearing on the market’s perception of the value of a tenement. Joint Venture agreements serve apurpose quite different to that of establishing a market value for a tenement.


Group 3.Greater Pacific Gold NL – Regional agreement: Preferred value of $798,000 in the low to high range $481,000to $1,098,000.

Group 4. Davey agreement: Preferred value of $1,028,000 in the low to high range $518,000 to $1,537,000.

Group 5. Coumbe agreement: Preferred value after 75% ownership discount adjustment is $17,000 in the low to highrange $9,500 to $24,000.

Group 6. Foster agreement: Preferred value after 75% ownership discount adjustment is $21,250 in the low to highrange $7,750 to $34,500.

Group 7. Killoran/Snake Hill agreement: Preferred value after 50% ownership discount adjustment is $84,000 in thelow to high range $30,000 to $137,000.

Group 8. Viskovich agreement: Preferred value of $30,000 in the low to high range $15,000 to $45,000.

In Snowden’s opinion the overall market value attributable to Barra for their current interest in the Riverina project is$4,647,250 in the range $2,758,250 to $6,508,000.

Snowden notes that Barra has budgeted to spend $1,415,000 exploring Riverina over the next two years. It is expectedthat Barra will establish at least two narrow vein underground gold mines in the Riverina area in this time. In ouropinion the planned level of expenditure is justified.

7.2 BURBANKS PROJECT

The valuation of the Burbanks project has been undertaken in the context of the following considerations:

Ownership status

The Burbanks project comprises a single tenement ML15/161 which is owned 100% by Barra without encumbrances.

Exploration potential

The exploration potential at Burbanks, both down dip of existing workings and along strike, is considered to besignificant. It is realistic to expect that a modest narrow stope underground mining operation will be established byBarra within a period of two years.

Proximity of process facilities

There are a number of process facilities within a 15 km radius of Burbanks that are likely to be prepared to toll-treatore from a gold mining operation at Burbanks.

Mining experience. Barra, through their association with Barminco, has the expertise to expertly mine the typeof orebody that is likely to be encountered at Burbanks.

Previous valuation

In October 1993 Sterling Mining Group presented a valuation of Burbanks in their independent valuation of AmalgResources NL’s mineral assets. Burbanks was valued at $0.41 million in the range $0.35 to $0.48 million.

Tenement value

The assessed value of the Burbanks mining lease using the Kilburn method is presented in Table 7.3. In Snowden’sopinion the assessed technical value is in accordance with the current market value hence no premium or discountis attached to the technical value.

In Snowden’s opinion the preferred market value of Burbanks is $941,000 in the low to high range $524,000 to$1,358,000.

Snowden notes that Barra has budgeted to spend $792,000 exploring Burbanks over two years. This level ofexpenditure, split between each of the two years, is substantial and reflects Barra’s strong commitment to the project.

Previous valuations of the Riverina gold mine

In July 1993 N H Cole and Associates determined the value of the Riverina mining centre to be $2.5 million in thevaluation range $2.0 to $3.0 million. N H Cole concluded that the value was equivalent to $40 per contained ounce inthe existing underground resource at Riverina. Their assessment was based on a gold price equal to A$573 per ounceand the 1989 Indicated/Inferred resource of 162,000 tonnes at 11.9 g/t for 62,100 ounces. No account was taken of theshallow mineralisation in the satellite lodes to the east of Main lode. There has been no exploration drilling or miningat the Riverina underground site until the recent drilling by Barminco.

A valuation by the directors of Riverina Gold NL prior to that by NH Cole valued the mine interests at $2.5 million inSeptember 1985,and in June 1989 a letter of intent was signed to expend $2 million over 12 months to earn 50 per centinterest effectively valuing Riverina mine at $6 million.

For the valuation presented in this report Snowden has elected to value the exploration potential of the tenementsusing the Kilburn method.


The Riverina project has traditionally been viewed as principally a gold exploration project. The potential for nickellaterite mineralisation justifies serious consideration. Furthermore Gutnick Resources NL, on the basis of explorationdrilling on ground adjacent to Barra’s Snake Hill tenements, reported high grade magnesite mineralisation.

Attributable value

Tenements within the Riverina project fall within eight separate agreements. Snowden has concluded that Barra’scurrent attributable interest in each of the eight agreements is as summarised in Table 7.1. The percentage attributableinterest was established after taking account of issues that include the exploration potential of the tenements and thelikelihood that the agreements will run their full course so that Barra earns its full interest.

While several of the agreements have royalty provisions in place, for the most part they are not excessively onerousand are unlikely to impede the development of a worthwhile project.

Tenement value

The assessed value of each of the Riverina project tenements using the Kilburn method is presented in Table 7.2.

In terms of the value in the Riverina project currently attributable to Barra the following Preferred values apply.Snowden has concluded that for all tenement groups the Technical value is equivalent to the Market value hence nopremium or discount is applied.

Group 1. Barra Resources Limited 100% owned: Preferred value of $368,000 in the low to high range $174,000 to$556,000.

Group 2. Greater Pacific Gold NL – Riverina mine agreement: Preferred value of $2,301,000 in the low to high range$1,523,000 to $3,077,000.


Table 7.1

Barra’s current attributable interest in the Riverina project

Agreement Current Attributable Interest Royalty

Barra 100% Nil Greater Pacific – Riverina mine 100% Yes Greater Pacific – Regional 100% Yes Coumbes 25% Yes Foster 25% Yes Davey 100% Yes Viskovich 100% Yes Killoran/Heron 50% Nil


Tab

le 7

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iver

ina

– va

luat

ion

of

min

eral

ten

emen

ts u

sin

g th

e K

ilb

urn

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Leas

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rea

B

AC

H

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Off

prop

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O

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ty

Ano

mal

y

Geo

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D

isco

unt

Low

er

Upp

er

Pref

ered

St

atus

Riv

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a E3

0/23

8 1

bloc

ks

$10,

082

100%

1.

0 1.

5 1.

0 1.

2 1.

0 1.

2 1.

0 1.

5 0%

$1

0,00

0 $3

3,00

0 $2

2,00

0

E30/

239

1.4

km2

$20,

044

100%

1.

01.

5 1.

0 1.

2 1.

0 1.

5 1.

2 1.

5 0%

$2

4,00

0 $8

1,00

0 $5

3,00

0

M30

/43

200

ha

$22,

060

100%

1.5

2.0

1.5

2.0

1.0

1.5

1.5

2.0

0%

$74,

000

$265

,000

$1

70,0

00

M30

/84

100

ha

$11,

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100%

1.

0 1.

5 1.

5 2.

0 1.

0 1.

5 0.

5 1.

0 0%

$8

,000

$5

0,00

0 $2

9,00

0

P30/

924

4.85

ha

$2

,015

10

0%

1.0

1.5

1.5

2.0

1.0

1.5

1.0

1.5

0%

$3,0

00

$14,

000

$9,0

00

M30

/158

12

1.37

ha

$1

3,38

7 10

0%

1.0

1.5

1.0

1.1

1.0

1.1

1.5

2.0

0%

$20,

000

$49,

000

$35,

000

App

licat

ion

M

30/1

54

69.1

9 ha

$1

0,69

2 10

0%

1.0

1.1

1.0

1.1

1.0

1.1

1.5

2.0

0%

$16,

000

$28,

000

$22,

000

App

licat

ion

M

ulw

arri

eP3

0/95

8 61

ha

$2

,535

10

0%

1.0

1.5

1.0

1.5

1.0

1.5

1.0

1.5

0%

$3,0

00

$13,

000

$8,0

00

App

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9 1

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$2,0

15

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1.

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0 1.

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0 0%

$2

,000

$2

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$2

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A

pplic

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157

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$6,5

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5 0%

$7

,000

$1

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0$9

,000

A

pplic

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961

172

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$7,1

47

100%

1.

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0 1.

0 1.

0 1.

0 1.

0 1.

0 1.

5 0%

$7

,000

$1

1,00

0 $9

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A

pplic

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Sub

Tot

al

$174

,000

$5

56,0

00

$368

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G

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acifi

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gree

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R

iver

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Min

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gree

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$5,0

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5 0%

$3

29,0

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$631

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$4

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/60

127

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$14,

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100%

2

2.5

2 2.

5 2.

5 3

2 2.

5 0%

$2

80,0

00

$657

,000

$4

69,0

00

M30

/97

9 ha

$1

0,09

3 10

0%

2 2.

5 1

1.5

1 1.

5 2.

5 3

0%

$50,

000

$170

,000

$1

10,0

00

M30

/98

27.4

2 ha

$1

0,28

2 10

0%

2 2.

5 3.

5 4

4 4.

5 3

3.5

0%

$864

,000

$1

,619

,000

$1

,242

,000

Su

b T

otal

$1

,523

,000

$3

,077

,000

$2

,301

,000

R

iver

ina

Reg

iona

l Agr

eem

ent

E30/

165

2 bl

ocks

$1

5,16

5 10

0%

1 1.

5 1

1.5

1 1

1 1.

5 0%

$1

5,00

0 $5

1,00

0 $3

3,00

0

P30/

909

199

ha

$8,2

68

100%

1

1.1

1 1.

1 1.

5 2

1.2

1.5

0%

$15,

000

$30,

000

$23,

000

P3

0/91

0 20

0 ha

$8

,310

10

0%1

1.1

1 1.

1 1.

5 2

1.2

1.5

0%

$15,

000

$30,

000

$23,

000

P3

0/91

1 19

8 ha

$8

,227

10

0%

1 1.

1 1

1.1

1.5

2 1.

2 1.

5 0%

$1

5,00

0 $3

0,00

0 $2

3,00

0

P30/

912

199

ha

$8,2

68

100%

1

1.1

1 1.

1 1.

5 2

1.2

1.5

0%

$15,

000

$30,

000

$23,

000

P3

0/91

3 19

9 ha

$8

,268

10

0%1

1.1

1 1.

1 1.

5 2

1.2

1.5

0%

$15,

000

$30,

000

$23,

000

P3

0/91

4 19

9 ha

$8

,268

10

0%

1 1.

1 1

1.1

1.5

2 1.

2 1.

5 0%

$1

5,00

0 $3

0,00

0 $2

3,00

0

P30/

915

199

ha

$8,2

68

100%

1

1.1

1 1.

1 1.

5 2

1.2

1.5

0%

$15,

000

$30,

000

$23,

000

P3

0/91

6 19

9 ha

$8

,268

10

0%

1 1.

1 1

1.1

1.5

2 1.

2 1.

5 0%

$1

5,00

0 $3

0,00

0 $2

3,00

0

P30/

917

182

ha

$7,5

62

100%

1

1.1

1 1.

1 1.

5 2

1.2

1.5

0%

$14,

000

$27,

000

$21,

000

P3

0/91

8 18

7 ha

$7

,770

10

0%

1 1.

1 1

1.1

1.5

2 1.

2 1.

5 0%

$1

4,00

0 $2

8,00

0 $2

1,00

0

P30/

919

181

ha

$7,5

21

100%

1

1.1

1 1.

1 1

1.1

0.5

1 0%

$4

,000

$1

0,00

0 $7

,000

P3

0/92

0 16

0 ha

$6

,648

10

0%

1 1.

1 1

1.1

1 1

0.5

0.7

0%

$3,0

00

$6,0

00

$5,0

00

P30/

921

192

ha$7

,978

10

0%

1 1.

1 1

1.1

1 1

0.5

10%

$4

,000

$1

0,00

0 $7

,000

P3

0/92

2 11

2 ha

$4

,654

10

0%

1 1.

11

1.1

1 1.

1 1.

5 2

0%

$7,0

00

$12,

000

$10,

000

P30/

923

117

ha

$4,8

61

100%

1

1.1

1 1.

1 1

1 1

1.5

0%

$5,0

00

$9,0

00

$7,0

00

P30/

932

136.

8 ha

$5

,684

10

0%

1 1

1 1

1 1

0.5

0.7

0%

$3,0

00

$4,0

00

$4,0

00

P30/

933

122.

8 ha

$5

,102

10

0%

1 1.

1 1

1.1

1 1

0.5

0.7

0%

$3,0

00

$4,0

00

$4,0

00

M30

/155

92

7.61

ha

$1

02,3

15

100%

1

1.5

1 1

1 1.

3 1

1.5

0%

$102

,000

$2

99,0

00

$201

,000

A

pplic

atio

n

M30

/156

94

9.68

ha

$1

04,7

50

100%

1

1.1

1 1

1 1.

3 1

1.5

0%

$105

,000

$2

25,0

00

$165

,000

A

pplic

atio

n 7.3 PHILLIPS FIND PROJECT

The valuation of the Phillips Find project has been undertaken in the context of the following considerations.

Ownership status

The project comprises tenements that fall into three ownership groups: Group 1 – Phillips Find Mining Centre, Group2 – Foxton tenements and Group 3 – Digger Drilling tenements. Details of the ownership status for each of the threegroups is summarised on Figure 4.2.

Acquisition cost

Following their purchase of Phillips Find Mining Centre for $1,500,000 Barra mined the orebodies, Bacchus Gift andNew Haven. In Snowden’s opinion the majority of the $1,500,000 purchase price paid by Barminco was to acquire thetwo resources.

Exploration status

Exploration of the Phillips Find project is at a relatively early stage where the key focus is on identifying targets worthyof follow-up exploration drilling. So far auger sampling for soil geochemistry and aeromagnetic mapping andinterpretation have been carried out.

Favourable geology

Most of the tenements are underlain by rock types that can be considered favourable for gold mineralisation withassociated tectonic structures that are likely to be important for the occurrence of gold orebodies.

Geochemical anomalies

The auger sampling has identified several gold anomalous areas that warrant follow-up exploration.

Attributable interest

The ownership status of the Foxton purchase agreement, the Digger Drilling Joint Venture, the Kidson purchaseagreement and the Culbert purchase agreement lead us to the view that Barra’s current interest in these properties is25% of their technical value. This reflects our opinion that there is a 0.25 probability that the agreements will run theirfull course and Barra will acquire ownership in accordance with the agreements. Obviously exploration success byBarra will lead to the probability being revised upwards.

Nickel laterite potential

There are areas that are underlain by ultramafic rocks, particularly within the Foxton tenements, that warrant somelevel of exploration for nickel laterite mineralisation.

Royalties

It is noted that the three main agreements that Barra has entered into over the Phillips Find project area, including thePhillips Find Mining Centre properties, are encumbered by royalties.

Tenement value

The assessed technical value of each of the Phillips Find project tenements using the Kilburn method is presentedbelow in Table 7.4.

In terms of value in the Phillips Find project currently attributable to Barra, Snowden finds the following:

Phillips Find Mining Centre: Preferred value of $250,000 in the low to high range $104,000 to $394,000. The technicaland market values are regarded as equivalent.

Foxton tenements: Preferred value after 75% ownership adjustment is $60,500 in the low to high range $38,000 to$81,750.

Digger Drilling tenements: Preferred value after 75% ownership adjustment is $11,750 in the low to high range $7000to $15,500.



Kidson: Preferred value after 75% ownership adjustment is $1000 in the low to high range $500 to $1500.

In Snowden’s opinion the overall market value attributable to Barra for their current interest in the Phillips Find projectis $323,250 in the range $149,500 to $492,750.

Snowden notes that Barra proposes to spend some $655,000 exploring Phillips Find project over the next 2 years.Successful exploration will lead to an upward revision of the project’s value.

7.4 QUINNS PROJECT

The valuation of the Quinns project has been undertaken in the context of the following considerations.

Ownership status

The ownership status of the Quinns tenements is summarised on the tenement plan in Figure 5.2 and in the Solicitor’sReport elsewhere in this prospectus.

Attributable value

For the purpose of this valuation Snowden has concluded that Barra’s interest in the Quinns tenement agreements is as follows:

Tenements in the name of Barra Resources Limited - 100%

Kanowna Consolidated Gold Mines JV - 100%

Western Areas JV - 25%

Arrow Resources Agreement - 100%

Chatswood Crest Agreement - 75%

Successful exploration in the short-term would lead us to revise upward Barra’s deemed interest in the Western AreasJV since this would provide strong reason for Barra to commit to earning their 70% interest through expenditure of$400,000 on tenements M29/36 and M29/37.


With the current knowledge of the Quinns project tenements it is realistic to expect that at least one smallunderground high grade, narrow stope mining operation will be established on the properties within a period of twoto three years.

Proximity to process facilities

The project is comparatively isolated with no established mining operations within its immediate vicinity. The nearestmining centre is Leonora about 100 km to the east while the old Riverina gold mine is about 100 km due south.

Previous valuations

Resource Service Group valued the two Quinn Hills tenements in May 2000 (Western Areas NL prospectus) at $310,000in the range $250,000 to $370,000 for 100% equity in the project.

Tenement value

The assessed value of each of the Quinns project tenements using the Kilburn method is also presented in Table 7.5.In Snowden’s opinion the preferred market value of Barra’s interest in the Quinns project after 75% ownershipadjustment is $504,750 in the low to high range $295,500 to $709,750.

Snowden notes that Barra has budgeted to spend $314,500 exploring Quinn Hills over the next two years. Of thisamount $128,490 is budgeted in Year 1. This should be adequate expenditure to assess whether the proposedexpenditure in Year 2 is justified.

Tab

le 7

.3B

urb

anks

– v

alu

atio

n o

f m

iner

al t

enem

ents

usi

ng

the

Kil

bu

rn m

eth

od

Leas

e A

rea

B

AC

H

old

ing

Off

prop

erty

O

n pr

oper

ty

Ano

mal

y

Geo

logy

D

isco

unt

Low

er

Upp

er

Pref

ered

St

atus

Bur

ban

ks

M15

/161

30

4 ha

$3

3,53

1 10

0%

1 1.

5 2.

5 3

2.5

3 2.

5 3

0%

$524

,000

$1

,358

,000

$9

41,0

00

Tota

l

$524

,000

$1

,358

,000

$9

41,0

00

Tab

le 7

.2 (

con

t.)

Riv

erin

a p

roje

ct –

val

uat

ion

of

min

eral

ten

emen

ts u

sin

g th

e K

ilb

urn

met

hod

Leas

e A

rea

B

AC

H

old

ing

Off

prop

erty

O

n pr

oper

ty

Ano

mal

y

Geo

logy

D

isco

unt

Low

er

Upp

er

Pref

ered

St

atus

Riv

erin

a (c

ont.

) M

30/1

57

613.

61

ha$6

7,68

1 10

0%

1 1.

1 1

1 1

1.3

1 1.

5 0%

$6

8,00

0 $1

45,0

00

$107

,000

A

pplic

atio

n

P30/

955

200

ha

$8,3

10

100%

1

1.1

1 1.

1 1

1 1

1.5

0%

$8,0

00

$15,

000

$12,

000

App

licat

ion

P3

0/95

6 15

4 ha

$6

,399

10

0%

1 1.

1 1

1.1

1 1

1 1.

5 0%

$6

,000

$1

2,00

0 $9

,000

A

pplic

atio

n

P30/

957

31

ha

$2,0

48

100%

1

1 1

1 1

1 0.

1 0.

5 0%

$0

$1

,000

$1

,000

A

pplic

atio

n

Sub

Tot

al

$481

,000

$1

,098

,000

$7

98,0

00

Dav

ey A

gree

men

tE3

0/19

3 8

Blo

cks

$20,

659

100%

1.

5 2.

0 1.

2 1.

5 1.

0 1.

5 2.

0 2.

5 0%

$7

4,00

0 $2

32,0

00

$153

,000

M

30/1

18

7.29

ha

$1

0,07

5 10

0%

1 1.

5 2

2.5

1.5

2 1.

5 2

0%

$45,

000

$151

,000

$9

8,00

0

M30

/134

20

0 ha

$2

2,06

0 10

0%

1.5

2 1

1.1

1 1.

1 1

1.5

0%

$33,

000

$80,

000

$57,

000

App

licat

ion

M

30/9

9 40

5.5

ha

$44,

727

100%

1

1.5

2 2.

5 2

2.5

2 2.

5 0%

$3

58,0

00

$1,0

48,0

00

$703

,000

P3

0/89

4 12

6.6

ha

$5,2

60

100%

1

1.5

1 1.

5 1

1.1

1.5

2 0%

$8

,000

$2

6,00

0 $1

7,00

0

Sub

Tot

al

$518

,000

$1

,537

,000

$1

,028

,000

C

oum

be

Agr

eem

ent

P30/

847

200

ha

$8,3

10

100%

1

1.5

1 1.

1 1

1.1

1.5

2 75

%

$8,2

50

$20,

000

$14,

250

P3

0/84

0 40

ha

$2

,062

JV

1

1.5

1 1.

5 1

1 1

1.5

75%

$5

00

$1,7

50

$1,2

50

App

licat

ion

P3

0/83

9 48

.56

ha

$2,0

75

JV1

1.5

1.5

2 1

1 1

1.5

75%

$7

50

$2,2

50

$1,5

00

App

licat

ion

Su

b T

otal

$9

,500

$2

4,00

0 $1

7,00

0

Fost

er A

gree

men

tE3

0/10

6 6

bloc

ks

$20,

494

100%

1.

5 2

1 1.

5 1

1.5

1 1.

5 75

%

$7,7

50

$34,

500

$21,

250

Su

b T

otal

$7

,750

$3

4,50

0 $2

1,25

0

Kill

oran

/Sna

ke H

ill A

gree

men

tE2

9/29

0 3

bloc

ks

$20,

247

JV

1 1.

5 1

1.5

1.5

2 1

1.5

50%

$1

5,00

0 $6

8,50

0 $4

2,00

0

E30/

166

3 bl

ocks

$2

0,24

7 JV

1

1.5

1 1.

5 1.

5 2

1 1.

5 50

%

$15,

000

$68,

500

$42,

000

Su

b T

otal

$3

0,00

0 $1

37,0

00

$84,

000

V

isko

vich

Agr

eem

ent

M30

/133

9.

5 ha

$1

0,09

8 10

0%

1 1.

5 1.

5 2

1 1

1 1.

5 0%

$1

5,00

0 $4

5,00

0 $3

0,00

0

Sub

Tot

al

$15,

000

$45,

000

$30,

000

To

tal

$2

,758

,250

$6

,508

,500

$4

,647

,250


Tab

le 7

.5Q

uin

ns

pro

spec

t –

valu

atio

n o

f m

iner

al t

enem

ents

usi

ng

the

Kil

bu

rn m

eth

od

Leas

e A

rea

B

AC

H

old

ing

Off

prop

erty

O

n pr

oper

ty

Ano

mal

y

Geo

logy

D

isco

unt

Low

er

Upp

er

Pref

ered

St

atus

Bar

ra R

esou

rces

100

%

E29/

493

1bl

ock

$10,

082

100%

1

1 1

1 1

1 0.

8 1.

2 0%

$8

,000

$1

2,00

0 $1

0,00

0 A

pplic

atio

n

E29/

492

1 bl

ock

$10,

082

100%

1

1 1

1 1

1 0.

8 1.

2 0%

$8

,000

$1

2,00

0 $1

0,00

0 A

pplic

atio

n

E29/

494

25bl

ocks

$2

4,56

0 10

0%

1 1

1 1

1 1

0.8

1 0%

$2

0,00

0 $2

5,00

0 $2

3,00

0 A

pplic

atio

n

E29/

489

1 bl

ock

$10,

082

100%

1

1 1

1 1

1 1

1.5

0%

$10,

000

$15,

000

$13,

000

App

licat

ion

P29/

1717

18

5.11

ha

$7

,691

10

0%

11

11

1 1

0.8

1 0%

$6

,000

$8

,000

$7

,000

A

pplic

atio

n

P29/

1716

12

1.49

ha

$5

,048

10

0%

1 1

1 1

1 1

0.5

0.8

0%

$3,0

00

$4,0

00

$4,0

00

App

licat

ion

Sub

tota

l

$5

5,00

0 $7

6,00

0 $6

7,00

0

Kan

owna

Con

solid

ated

Gol

d M

ines

JV

E29/

329

23

bloc

ks

$22,

595

100%

1

1 1

1 1

1 0.

6 0.

8 75

%

$3,5

00

$4,5

00

$4,0

00

E29/

331

7 bl

ocks

$2

0,57

7 10

0%

1 1

1 1

1 1

0.6

0.8

75%

$3

,000

$4

,000

$3

,500

Sub

tota

l

$6

,500

$8

,500

$7

,500

Wes

tern

Are

as J

V

M29

/36

121.

4 ha

$1

3,39

0 10

0%

1 1.

5 2

2.5

2 2.

5 1.

5 2

75%

$2

0,00

0 $6

2,75

0 $4

1,50

0

M29

/37

242.

45

ha

$26,

742

100%

1

1.5

1 1

1 1

1 1.

5 75

%

$6,7

50

$15,

000

$11,

000

Sub

tota

l

$2

6,75

0 $7

7,75

0 $5

2,50

0

Arr

ow R

esou

rces

Agr

eem

ent

M29

/65

802

ha

$88,

461

100%

1

1.5

1.5

2 1

1 1.

5 2

0%

$199

,000

$5

31,0

00

$365

,000

Sub

tota

l

$1

99,0

00

$531

,000

$3

65,0

00

Ch

atsw

ood

Cre

st A

gree

men

t

P29/

1639

17

3 ha

$7

,188

10

0%

1.5

2 1

1 1

1 1

1.5

25%

$8

,250

$1

6,50

0 $1

2,75

0 A

pplic

atio

n

Sub

tota

l

$8

,250

$1

6,50

0 $1

2,75

0

Tota

l

$295

,500

$7

09,7

50

$504

,750


Tab

le 7

.4P

hil

lip

s Fi

nd

pro

ject

– v

alu

atio

n o

f m

iner

al t

enem

ents

usi

ng

the

Kil

bu

rn m

eth

od

Leas

e A

rea

B

AC

H

old

ing

Off

prop

erty

O

n pr

oper

ty

Ano

mal

y

Geo

logy

D

isco

unt

Low

er

Upp

er

Pref

ered

St

atus

Bar

ra R

esou

rces

100

%

M16

/130

9.

7 ha

$1

0,10

0 10

0%

1.5

2 1.

52

1 1.

5 1.

2 1.

5 0%

$2

7,00

0 $9

1,00

0 $5

9,00

0

M16

/133

54

ha

$1

0,55

6 10

0%

1 1.

5 1

1.2

1 1.

4 1

1.4

0%

$11,

000

$37,

000

$24,

000

M

16/1

68

110

ha

$12,

133

100%

1

1.5

1.5

2 1

1.5

1.5

2 0%

$2

7,00

0 $1

09,0

00

$68,

000

M

16/2

58

330

ha

$36,

399

100%

1

1.5

1 1.

5 1

1.5

0.7

1 0%

$2

5,00

0 $1

23,0

00

$74,

000

M

16/2

42

10

ha

2,01

6 10

0%

1 1

1 1

1 1.

5 1

1.5

0%

$2,0

00

$5,0

00$4

,000

P1

6/17

30

106

ha

$4,4

04

100%

1

1.5

1 1

1 1.

2 1.

5 2

0%

$7,0

00

$16,

000

$12,

000

P1

6/20

28

113

ha

$4,6

95

100%

1

1.5

1 1

11.

2 1

1.5

0%

$5,0

00

$13,

000

$9,0

00

Sub

Tot

al

$104

,000

$3

94,0

00

$250

,000

Fo

xton

Agr

eem

ent

M16

/171

30

4.95

ha

$3

3,63

6 JV

1

1 1.

52

1.5

2 1

1.5

75%

$1

9,00

0 $5

0,50

0 $3

4,75

0

P16/

1261

12

0 ha

$4

,986

JV

1

1 1

1.5

1 1

1 1.

5 75

%

$1,2

50

$2,7

50

$2,0

00

P16/

1262

12

0 ha

$4

,986

JV

1

1 1

1.5

1 1

1 1.

5 75

%

$1,2

50

$2,7

50

$2,0

00

P16/

1263

12

0 ha

$4

,986

JV

1

1 1

1 1

1.5

1 1.

5 75

%

$1,2

50

$2,7

50

$2,0

00

P16/

1264

12

2.45

ha

$5

,088

JV

1

1 1

11

1.5

11.

5 75

%

$1,2

50

$2,7

50

$2,0

00

P16/

1268

12

0 ha

$4

,986

JV

1

1 1

1 1

1 1

1.5

75%

$1

,250

$1

,750

$1

,500

P1

6/13

29

120

ha

$4,9

86

JV

1 1

1 1

1 1

1 1.

5 75

%

$1,2

50

$1,7

50

$1,5

00

P16/

1401

9.

7 ha

$2

,015

JV

1

1 1

1 1

1 1

1.5

75%

$5

00

$750

$750

P1

6/14

69

20

ha

$2,0

31

JV

1 1

1 1

1 1

1 1.

5 75

%

$500

$7

50

$750

P1

6/14

71

60

ha

$2,4

93

JV

1 1

1 1

1 1

11.

5 75

%

$500

$1

,000

$7

50

P16/

1482

12

0 ha

$4

,986

JV

1

1 1

1 1

1 1

1.5

75%

$1

,250

$1

,750

$1

,500

P1

6/14

88

120

ha

$4,9

86

JV

1 1

1 1

1 1

11.

5 75

%

$1,2

50

$1,7

50

$1,5

00

P16/

1489

10

0 ha

$4

,155

JV

1

1 1

1 1

1 1

1.5

75%

$1

,000

$1

,500

$1

,250

P1

6/14

90

9.7

ha

$2,0

15

JV

1 1

11

1 1

1 1.

5 75

%

$500

$7

50

$750

P1

6/14

93

120

ha

$4,9

86

JV1

1 1

1 1

1 1

1.5

75%

$1

,250

$1

,750

$1

,500

P1

6/14

94

120

ha

$4,9

86

JV

1 1

11

1 1

1 1.

5 75

%

$1,2

50

$1,7

50

$1,5

00

P16/

1495

12

0 ha

$4

,986

JV

1

1 1

1 1

1 1

1.5

75%

$1

,250

$1

,750

$1

,500

P1

6/14

96

120

ha

$4,9

86

JV

1 1

1 1

1 1

1 1.

5 75

%

$1,2

50

$1,7

50

$1,5

00

P16/

1702

19

.42

ha

$2,0

30

JV

1 1

1 1

1 1

1 1.

5 75

%

$500

$7

50

$750

P1

6/20

68

8 ha

$2

,015

JV

1

1 1

1 1

1 1

1.5

75%

$5

00$7

50

$750

A

pplic

atio

n

Sub

Tot

al

$38,

000

$81,

750

$60,

500

D

igge

r D

rilli

ng A

gree

men

t

P1

6/18

44

187

ha

$7,7

70

JV

1 1

1 1

1 1.

1 0.

5 0.

8 75

%

$1,0

00

$1,7

50

$1,5

00

P16/

1845

18

0 ha

$7

,479

JV

1

1 1

1 1

1.1

0.5

0.8

75%

$1

,000

$1

,750

$1

,500

P1

6/19

07

197

ha

$8,1

85

JV

1 1

11

1 1.

5 1

1.5

75%

$2

,000

$4

,500

$3

,250

A

pplic

atio

n

P16/

1908

17

4 ha

$7

,230

JV

1

1 1

1 1

1.7

1 1.

5 75

%

$1,7

50

$4,5

00

$3,2

50

App

licat

ion

P1

6/19

09

115

ha

$4,7

78

JV1

1 1

1 1

1.5

0.7

1 75

%

$750

$1

,750

$1

,250

A

pplic

atio

n

P16/

2069

12

ha

$2

,019

JV

1

1 1

1 1

1.5

1 1.

5 75

%

$500

$1

,250

$1

,000

A

pplic

atio

n

Sub

Tot

al

$7,0

00

$15,

500

$11,

750

K

idso

n A

gree

men

t

P1

6/17

53

38

ha

$2,0

59

JV

1 1.

5 1

1 1

1.2

1 1.

5 75

%

$500

$1

,500

$1

,000

Su

b T

otal

$5

00

$1,5

00

$1,0

00

Tota

l

$149

,500

$4

92,7

50

$323

,250


APPENDIX 1 INFORMATION SOURCESAmalg Resources NL; 1999.Annual report

Brown, M., February 1998. Phillips Find joint venture (project 471) annual reports, technical report No. 692, LachlanResources NL.

Bruce, P. F., Clarke, D.E and Bucknell, W.R., 1994. The company perspective on valuation methods for explorationproperties. Mineral valuation methodologies 1994, p199-203

Cole, N.H., July 1993. Independent opinion of valuation of Riverina Gold Mines NL’s mineral interests; in Prospectusissued by Riverina Gold Mines NL dated 7 September 1993.

Dormer,M.,February 1999. Dunns eight mile project annual report on mineral exploration. Internal Barminco report.

Dreverman, P., January 1999. Riverina project – 1998 Annual Report for M30/16, M30/60/ M30/97 and M30/98. Internalreport for Barminco Pty Ltd.

Goulevitch, J and Eupene, G.S., 1994. Geoscience rating for valuation of exploration properties – applicability of theKilburn method in Australia and examples of its use. In Mineral Valuation Methodologies, pp175-189.The AustralasianInstitute of Mining and Metallurgy. Sydney 27-28, October, 1994.

Heron Resources NL; 1999. Annual report

Jones, M., July 1999. Interpretation of airborne magnetic data, Riverina project, Menzies WA. Internal report forBarminco Pty Ltd

Kilburn, L.C., 1990.Valuation of mineral properties which do not contain exploitable reserves, CIM Bulletin,Vol 83 No940,August 1990 pp90-93. Canadian Institute of Mining and Metallurgy and Petroleum, Montreal Canada.

Lawrence, M J 1994. An overview of valuation methods for exploration properties. Mineral valuation methodologies1994, p205-220.The Australasian Institute of Mining and Metallurgy. Sydney 27-28 October 1994.

McCormick, C and Hanna, J.P., 1990.Tindals gold deposits, Coolgardie, in Geology of the Mineral Deposits of Australiaand Papua New Guinea (Ed F E Hughes), pp467 – 473 (The Australasian Institute of Mining and Metallurgy:Melbourne).

Miles, G., October 1997. Phillips Find joint venture – Kintore option, compilation report – technical report No. 65).Internal report for Plutonic Operations Limited.

Miller, I., February 1999. Dunns Eight Mile project. Internal Barminco report.

Motteram, G.M., October 1993. Independent technical report; in Prospectus issued by Amalg Resources NL dated 15October 1993 submitted to the Australian Securities Commission.

Swager, C.P., 1994. Geology of the Menzies 1:100,000 sheet and adjacent Ghost Rocks area). Geological Survey ofWestern Australia.

Swager, C.P., 1994. Geology of the Dunnsville 1:100 000 sheet No. 3036. Geological Survey of Western Australia.

Taylor, C.J. and Colville, R.G., February 2000. Cessation of mining report for the Bacchus Gift open pit mine, M16/168.Internal Barminco report.

Varndell, B.J., 1993.Technical report Dunns Eight Mile project for the period 5/92 to 5/93. Internal report for ParagonGold Ltd.

Wright,P.,December 1998.Annual report for the period ending 31 December 1998 for the Copperfield project,SpottedDog joint venture – M29/36 and M29/37. Newcrest Mining internal report No. G700/05.

Wyche, S and Witt,W.K., 1994. Geology of the Davyhurst 1:100,000 sheet. Geological Survey of Western Australia.

Wyche, S., 1999. Geology of the Mulline and Riverina 1:100,000 sheets. Geological Survey of Western Australia.

Yeates, R.J., April 2000. Independent consultant geologists report; in Prospectus issued by Western Areas NL dated May 2000.

Yeates, R.J., April 2000. Independent valuation of mineral properties in Prospectus issued by Western Areas NL datedMay 2000.

7.5 VALUATION SUMMARY

Table 7.6 presents a summary of Barra’s project valuations.

The total assessed value is $6.4 m in the low to high range $3.7 m to $9.0 m.

Table 7.6

Summary of project values

Project Preferred A $ Low A $ High A $

Phillips Find 323,250 149,500 492,750 Riverina 4,647,250 2,758,250 6,508,500 Burbanks 941,000 524,000 1,358,000 Quinn Hills 504,750 295,500 709,750

Total 6,416,250 3,727,250 9,069,000

APPENDIX 2 WESTERN AUSTRALIAN MINES DEPARTMENT OWNERSHIP ANDEXPENDITURE REQUIREMENT FOR BARRA TENEMENTSTenID Status Granted Expire Area Rent Min Holder

Expenditure Burbanks Barra Resources 100%M 15/0161 Granted 5/11/85 4/11/06 304 ha $3,444.32 $30,400 AMALG RESOURCES N.L.

Sub Total $3,444.32 $30,400

Phillips Find Barra Resources 100% M 16/0130 Granted 28/11/89 27/11/10 9.7 ha $109.90 $10,000 ARCHAEAN GOLD N.L.M 16/0133 Granted 28/11/89 27/11/10 54 ha $611.82 $10,000 BARMINCO PTY LTD M 16/0168 Granted 4/02/91 3/02/12 110 ha $1,246.30 $11,000 ARCHAEAN GOLD N.L.M 16/0242 Granted 23/08/2000 22/08/2021 10 ha $113.30 $10,000 BARMINCO/ARCHAEAN/CKGM M 16/0258 Granted 23/08/2000 22/08/2021 330 ha $3,738.90 $33,000 BARMINCO/ARCHAEAN/CKGM P 16/1730 Granted 19/04/94 18/04/98 106 ha $180.20 $4,240 BARMINCO PTY LTD P 16/2028 Granted 28/03/00 27/03/04 113 ha $192.10 $4,520 BARMINCO PTY LTD Digger Drilling AgreementP 16/1844 Granted 23/07/96 22/07/00 187 ha $317.90 $7,480 DIGGER DRILLING Co. PTY LTD P 16/1845 Granted 23/07/96 22/07/00 180 ha $306.00 $7,200 DIGGER DRILLING Co. PTY LTD P 16/1907 Application 197 ha $334.90 $7,880 DIGGER DRILLING Co. PTY LTD P 16/1908 Application 174 ha $295.80 $6,960 DIGGER DRILLING Co. PTY LTD P 16/1909 Application 115 ha $195.50 $4,600 DIGGER DRILLING Co. PTY LTD P 16/2069 Application 12 ha $20.40 $2,000 DIGGER DRILLING Co. PTY LTD Foxton AgreementM 16/0171 Granted 14/05/91 13/05/12 304.95 ha $3,455.08 $30,495 ALAN JOHN FOXTON P 16/1261 Granted 4/12/90 3/12/94 120 ha $204.00 $4,800 ALAN JOHN FOXTON P 16/1262 Granted 4/12/90 3/12/94 120 ha $204.00 $4,800 ALAN JOHN FOXTON P 16/1263 Granted 4/12/90 3/12/94 120 ha $204.00 $4,800 ALAN JOHN FOXTON P 16/1264 Granted 4/12/90 3/12/94 122.45 ha $208.17 $4,898 ALAN JOHN FOXTON P 16/1268 Granted 3/01/91 2/01/95 120 ha $204.00 $4,800 ALAN JOHN FOXTON P 16/1329 Granted 10/04/91 9/04/95 120 ha $204.00 $4,800 ALAN JOHN FOXTON P 16/1401 Granted 22/10/91 21/10/95 9.7 ha $15.00 $2,000 ALAN JOHN FOXTON P 16/1469 Granted 7/04/92 6/04/96 20 ha $34.00 $2,000 ALAN JOHN FOXTON P 16/1471 Granted 7/04/92 6/04/96 60 ha $102.00 $2,400 ALAN JOHN FOXTON P 16/1482 Granted 5/05/92 4/05/96 120 ha $204.00 $4,800 ALAN JOHN FOXTON P 16/1488 Granted 9/06/92 8/06/96 120 ha $204.00 $4,800 ALAN JOHN FOXTON P 16/1489 Granted 9/06/92 8/06/96 100 ha $170.00 $4,000 ALAN JOHN FOXTON P 16/1490 Granted 9/06/92 8/06/96 9.7 ha $15.00 $2,000 ALAN JOHN FOXTON P 16/1493 Granted 9/06/92 8/06/96 120 ha $204.00 $4,800 ALAN JOHN FOXTON P 16/1494 Granted 9/06/92 8/06/96 120 ha $204.00 $4,800 ALAN JOHN FOXTON P 16/1495 Granted 9/06/92 8/06/96 120 ha $204.00 $4,800 ALAN JOHN FOXTON P 16/1496 Granted 9/06/92 8/06/96 120 ha $204.00 $4,800 ALAN JOHN FOXTON P 16/1702 Granted 19/04/94 18/04/98 19.42 ha $33.01 $2,000 ALAN JOHN FOXTON P 16/2068 Application 8 ha $17.00 $2,000 ALAN JOHN FOXTON Kidston AgreementP 16/1753 Granted 21/06/94 20/06/98 38 ha $64.60 $2,000 DONUL THOMAS KIDSON

Sub Total $14,020.88 $225,4731

Quinns Barra Resources 100% E 29/0489 Application 1 blocks $220.00 $10,000 BARRA RESOURCES LTD E 29/0492 Application 1 blocks $220.00 $10,000 BARRA RESOURCES LTD E 29/0493 Application 1 blocks $220.00 $10,000 BARRA RESOURCES LTD E 29/0494 Application 25 blocks $2,060.00 $22,500 BARRA RESOURCES LTD P 29/1716 Application 121.49 ha $188.31 $4,860 BARRA RESOURCES LTD P 29/1717 Application 185.11 ha $286.92 $7,404 BARRA RESOURCES LTD Arrow Resources Agreement M 29/0065 Granted 30/05/1988 29/05/2009 802 ha $9,086.66 $80,200 ARROW RESOURCES

MANAGEMENT PTY LTD Chatswood Crest AgreementP 29/1639 Application 173 ha $268.15 $6,920 CHATSWOOD CREST PTY LTD Western Areas JV M 29/0036 Granted 14/10/87 13/10/08 121.4 ha $1,375.46 $12,140 LINCOLN AREAS N.L.M 29/0037 Granted 14/10/87 13/10/08 242.45 ha $2,746.96 $24,245 LINCOLN AREAS N.L.


Kanowna Consolidated AgreementE 29/0329 Granted 24/01/97 23/01/2002 23 blocks $2,084.72 $25,350 KCGM E 29/0331 Granted 30/12/96 29/12/2001 7 blocks $634.48 $20,000 KCGM

Sub Total $19,391.66 $233,619

Riverina Barra Resources 100% E 30/0238 Granted 1/05/00 30/04/05 1 blocks $220.00 $10,000 BARMINCO PTY LTD E 30/0239 Granted 1/05/00 30/04/05 1.4 km2 $48.51 $20,000 BARMINCO PTY LTD M 30/0043 Granted 3/11/87 2/11/08 200 ha $2,266.00 $20,000 BARMINCO PTY LTD M 30/0084 Granted 12/01/89 11/01/10 100 ha $1,133.00 $10,000 BARMINCO PTY LTD M 30/0158 Application 121.37 ha $1,375.12 $12,137 BARMINCO PTY LTD M 30/0154 Application 67.19 ha $770.44 $10,000 WILTSHIRE P 30/0924 Granted 16/06/97 15/06/01 4.85 ha $15.00 $2,000 BARMINCO PTY LTD Coumbe Agreement P 30/0847 Granted 11/12/91 10/12/95 200 ha $340.00 $8,000 KYLIE KATHLEEN DAVEY P 30/0840 Granted 18/09/91 17/09/95 40 ha $68.00 $2,000 RONALD KEITH COUMBE P 30/0839 Granted 18/09/91 17/09/95 48.56 ha $83.30 $2,000 RONALD KEITH COUMBE Davey Agreement E 30/0193 Granted 27/08/98 26/08/03 8 blocks $725.12 $20,000 CONNEMARA GOLD MINES

PTY LTD M 30/0099 Granted 27/12/90 26/12/11 405.5 ha $4,594.32 $40,550 BARMINCO PTY LTD M 30/0118 Granted 30/12/94 29/12/15 7.29 ha $82.60 $10,000 BARMINCO PTY LTD M 30/0134 Application 200 ha $2,266.00 $20,000 BARMINCO PTY LTD P 30/0894 Granted 25/11/94 24/11/98 126.6 ha $215.22 $5,064 BARMINCO PTY LTD Foster Agreement E 30/0106 Granted 1/03/94 28/02/01 6 blocks $543.84 $50,000 MALANTI PTY LTD Greater Pacific AgreementE 30/0165 Granted 15/10/96 14/10/01 2 blocks $181.28 $15,000 GREATER PACIFIC GOLD N.L.M 30/0016 Granted 16/12/86 15/12/07 0.81 ha $9.18 $5,000 GREATER PACIFIC GOLD N.L.M 30/0060 Granted 22/01/88 21/01/09 127 ha $1,438.91 $12,700 GREATER PACIFIC GOLD N.L.M 30/0097 Granted 3/08/90 2/08/11 9 ha $101.97 $10,000 GREATER PACIFIC GOLD N.L.M 30/0098 Granted 15/11/90 14/11/11 27.42 ha $310.67 $10,000 GREATER PACIFIC GOLD N.L.M 30/0155 Application 927.61 ha $10,509.82 $92,761 DAVEYHURST PROJECT PTY LTD M 30/0156 Application 949.68 ha $10,759.87 $94,968 DAVEYHURST PROJECT PTY LTD M 30/0157 Application 613.61 ha $6,952.20 $61,361 DAVEYHURST PROJECT PTY LTD P 30/0909 Granted 11/04/97 10/04/01 199 ha $338.30 $7,960 GREATER PACIFIC GOLD N.L.P 30/0910 Granted 11/04/97 10/04/01 200 ha $340.00 $8,000 GREATER PACIFIC GOLD N.L.P 30/0911 Granted 25/07/97 24/07/01 198 ha $336.60 $7,920 GREATER PACIFIC GOLD N.L.P 30/0912 Granted 25/07/97 24/07/01 199 ha $338.30 $7,960 GREATER PACIFIC GOLD N.L.P 30/0913 Granted 25/07/97 24/07/01 199 ha $338.30 $7,960 GREATER PACIFIC GOLD N.L.P 30/0914 Granted 25/07/97 24/07/01 199 ha $338.30 $7,960 GREATER PACIFIC GOLD N.L.P 30/0915 Granted 25/07/97 24/07/01 199 ha $338.30 $7,960 GREATER PACIFIC GOLD N.L.P 30/0916 Granted 11/04/97 10/04/01 199 ha $338.30 $7,960 GREATER PACIFIC GOLD N.L.P 30/0917 Granted 11/04/97 10/04/01 182 ha $309.40 $7,280 GREATER PACIFIC GOLD N.L.P 30/0918 Granted 11/04/97 10/04/01 187 ha $317.90 $7,480 GREATER PACIFIC GOLD N.L.P 30/0919 Granted 25/07/97 24/07/01 181 ha $307.70 $7,240 GREATER PACIFIC GOLD N.L.P 30/0920 Granted 21/07/97 20/07/01 160 ha $272.00 $6,400 GREATER PACIFIC GOLD N.L.P 30/0921 Granted 21/07/97 20/07/01 192 ha $326.40 $7,680 GREATER PACIFIC GOLD N.L.P 30/0922 Granted 21/07/97 20/07/01 112 ha $190.40 $4,480 GREATER PACIFIC GOLD N.L.P 30/0923 Granted 21/07/97 20/07/01 117 ha $198.90 $4,680 GREATER PACIFIC GOLD N.L.P 30/0932 Granted 10/04/97 9/04/01 136.8 ha $232.56 $5,472 DAVEYHURST PROJECT PTY LTD P 30/0933 Granted 10/04/97 9/04/01 122.8 ha $208.76 $4,912 DAVEYHURST PROJECT PTY LTD P 30/0955 Application 200 ha $340.00 $8,000 OLDCITY NOMINEES PTY LTD P 30/0956 Application 154 ha $261.80 $6,160 OLDCITY NOMINEES PTY LTD P 30/0957 Application 31 ha $52.70 $2,000 OLDCITY NOMINEES PTY LTD Killoran/Snake Hill Agreement E 29/0290 Granted 26/08/96 25/08/01 3 blocks $271.92 $20,000 KILLORAN N.L.E 30/0166 Granted 13/05/96 12/05/01 3 blocks $271.92 $20,000 HERON RESOURCES N.L.MulwarrieP 30/0958 Application 61 ha $103.70 $2,440 BARMINCO PTY LTD P 30/0959 Application 1 ha $15.00 $2,000 BARMINCO PTY LTD P 30/0960 Application 157 ha $266.90 $6,280 BARMINCO PTY LTD P 30/0961 Application 172 ha $292.40 $6,880 BARMINCO PTY LTD Viskovich AgreementM 30/0133 Granted 9/07/99 8/07/20 9.5 ha $107.64 $10,000 BARMINCO PTY LTD

Sub Total $52,064.77 $746,605

Total $88,921.63 $1,236,097


APPENDIX 3 GLOSSARY OF TECHNICAL TERMSLineament A linear feature of regional extent,generally recognisable in the topography; commonly detected by

satellite imagery.

Lithology A term pertaining to the general characteristics of rocks. It generally relates to descriptions basedon hand sized specimens and outcrops rather than microscopic or chemical features.

Mafic (composition) Igneous rocks composed dominantly of iron and magnesium minerals.

Magnesite A magnesium carbonate mineral, used mainly for refractories and magnesia

Magnetometer An instrument used in exploration to measure the magnetic properties of the near surface

Mantle The layer of crust between the crust and the core, lying at a depth of between 10 to 35km.

Metamorphism The process by which changes are brought about in earth’s crust by the agencies of heat,(metamorphic rocks) pressure and chemically active fluids.

Metasediment Metamorphosed sedimentary rock.

Mullock Waste rock

Mylonitic A rock texture produced by extreme granulation and shearing during intense metamorphism

Olivine An olive green magnesium-iron silicate (Mg,Fe)2SiO4

Pedogenic Pertaining to soil formation

Pisolite A small round pea-sized accretionary sedimentary particle

Plutons An igneous intrusion (emplaced and solidified at depth)

Porphyry Rock with larger crystals (phenocrysts) set in a finer grained groundmass

Primary Un-oxidised

Pyrite A common pale bronze iron sulphide mineral

Pyrrhotite An iron sulphide mineral slightly deficient in iron

Quartz Mineral species composed of crystalline silica.

Regolith A general term for the layer of unconsolidated rock covering the surface of the land

Reverse Circulation A method of drilling whereby rock chips are recovered by air flow returning inside the (RC) drilling drill rods rather than outside, thereby providing usually reliable samples.

Rock chip sample A series of rock chips or fragments taken at regular intervals across a rock exposure.

Rotary Air Blast Method of drilling in which the cuttings from the bit are carried to the surface by (RAB) drilling pressurised air returning outside the drill pipe. Most “RAB” drills are very mobile and designed for

shallow, low-cost drilling of relatively soft rocks.

Saprolite A soft earthy clay rich and totally decomposed rock formed by weathering

Schist Fine grained micaceous metamorphic rock with laminated fabric.

Sedimentary rock Rocks formed by deposition of particles carried by air, water or ice.

Sericite Fine-grained variety of mica often formed by secondary processes.

Shales Fine-grained sedimentary rock with well defined bedding planes

Shear zone A generally linear zone of stress along which deformation has occurred by translation of one part ofa rock body relative to another part.

Sills A tabular intrusion that parallels the planar structure of the surrounding rock

Siltstone A Fine-grained sedimentary rock similar to shale without well defined bedding planes

Sinistral Left-lateral

Stope A void that is created in underground mining as a result of the extraction of the ore bearing material.

Stoping Operations directly associated with the extraction of the reef

Strike The direction of bearing of a bed or layer of rock in the horizontal plane.

Sulphides Minerals consisting of a chemical combination of sulphur with a metal.

Supergene Near surface mineral enrichment, commonly due to descending solutions that leach metals

Syn-tectonic Occurring during tectonic activity

Tectonic Relating to large scale movements in the outer architecture of the Earth’s surface

Top-cut A grade to which all higher grades are set, generally applied to avoid over-estimation of resourcegrades

Tholeiite A silica over-saturated basalt

Thrust fault A low angle fault where the hanging wall has moved up with respect to the footwall

Tuff Volcanic strata resulting from the aerial deposition of volcanic ash.

Ultramafic An igneous rock comprised chiefly of mafic minerals

Vacuum drilling Drilling where material recovery is aided by vacuum.

Volcaniclastic Sediments comprising rock fragments derived by explosion or eruption from a volcanic vent

APPENDIX 3 GLOSSARY OF TECHNICAL TERMSAdcumulate An igneous texture of continuous growth of large unzoned crystals from liquid of constant

composition

Aerial photography Photos of the earths surface taken from an aircraft.

Aero-magnetics A geophysical technique utilised from an airborne craft.

Alluvium Unconsolidated detrital material deposited by stream or river

Alteration A change in mineralogical composition of a rock commonly brought about by reactions withhydrothermal solutions or by pressure changes.

Amphibolite facies A degree of metamorphism at moderate to high pressures and temperatures from 450 to 700∞ C

Anomalous A departure from the expected norm. In mineral exploration this term is generally applied to eithergeochemical or geophysical values higher or lower than the norm.

Anorthosite A light coloured igneous rock composed almost entirely of plagioclase feldspar.

Anticline Applied to strata which dip in opposite directions from a common ridge or axis.

Aplite A fine grained light coloured igneous rock, generally of granitic composition

Archaean The oldest rocks of the Earth’s crust - older than 2 400 million years.

Arsenopyrite An iron – arsenic sulphide mineral

Auger A screw-like boring or drilling tool for use in clay or soft sediments

Basalt A dark, fine-grained extrusive igneous rock, composed of feldspar and iron and magnesium richminerals.

Cainozoic An era of geologic time from around 65 million years ago to the present

Carbonate Common mineral type consisting of carbonates of calcium, iron, and/or magnesium.

Chalcopyrite A copper iron sulphide mineral, the most important ore of copper

Chemical symbols Au - Gold

Chert A hard, extremely fine grained sedimentary rock consisting almost entirely of interlocking quartzcrystals, of which flint is a dark variety

Colluvium Loose soil or rock fragments accumulated by slow down-slope creep or rain-wash, as found at thebase of slopes or hillsides

Costean A shallow trench typically 1 to 2 m deep used in exploration

Diamond (core) Method of obtaining rock core by drilling with a diamond impregnated bit.drilling

Dilatant Deformation characterised by an increase in volume while maintaining the overall shape

Dolerite A medium grained basic intrusive rock composed mostly of pyroxenes and sodium-calcium feldspar.

Ductile Said of a rock which will sustain some plastic deformation before fracturing

Fault A fracture in rocks along which rocks on one side have been moved relative to the rocks on the other.

Felsic Light coloured rock containing an abundance of any of the following:- feldspars, felspathoids and silica.

Ferruginuous Containing iron

Fire assay The assaying of metallic ores by methods requiring high temperatures.

Foliation Planar arrangement of textural or structural features in any rock

Gabbro A coarse grained intrusive rock, which is low in silica and has relatively high levels of magnesiumminerals

Galena A lead sulphide mineral

Geochemical Used in this report to describe a prospecting technique which measures the content of certain exploration metals in soils and rocks and defines anomalies for further testing.

Geophysical The exploration of an area in which physical properties (eg. resistivity, gravity, conductivity,exploration magnetic properties) unique to the rocks in the area are quantitatively measured by one or more

geophysical methods.

Grade (g/t) Grams per tonne.The unit measurement of grade.

Granite A medium to coarse-grained felsic intrusive rock which contains 10-50% quartz.

Granodiorite A coarse grained igneous rock containing quartz, plagioclase (sodium - calcium feldspar) andpotassium feldspar, with biotite, hornblende or pyroxene

Hangingwall The mass of rock above a fault plane, vein lode or bed of ore.

Intrusion/Intrusives A body of igneous rock that invades older rocks.

Isocline Fold in which adjacent limbs are parallel

Komatiitic Ultramafic lava

Lag A residual deposit remaining after finer particles have been blown away by wind

Lava Molten rock erupted from the Earth’s surface, and the rock that solidifies from it


3. Background

Barra was incorporated 20 June 2000. Barra is seeking official quotation on the Australian Stock ExchangeLimited (“ASX”). It is expected that the Company will be listed on ASX in December 2000 as a gold explorer.

Since incorporation, the only activities undertaken by the Company have been the preparation for theproposed listing of Barra and the acquisition of exploration interests.

During October 2000, a majority of the exploration interests owned by Barra have been acquired fromBarminco Pty Ltd and it’s associated companies (“Barminco”) in exchange for 20 million Shares and 20million Vendor Options in the Company. Additional interests will or have been acquired from other parties inexchange for 2.5 million Shares in the Company and the payment of $107,500 in cash.

Barra have adopted the exploration program that Barminco had in place prior to the tenement disposals withthe view of speeding up this program to the development and mining phases for the prospects.

4. Scope of Report

You have requested Deloitte to prepare a Report, which includes the unaudited balance sheet of Barra at 28September 2000 and the pro forma balance sheet of Barra as at that date adjusted to include funds to be raisedby this Prospectus and the completion of transactions referred to in Note 2 of Appendix 2.

Deloitte has not audited the financial statements of Barra as at 28 September 2000.

The pro forma balance sheet has been prepared on a going concern basis. Accordingly, the amounts at whichthe assets are disclosed in the Report do not purport to be amounts, which would be realised if such assetswere sold at the date of this report.

During our review of the financial position of the Company we have made such enquiries and performed suchprocedures, as we considered necessary for the purpose of this report. Our review included:

(i) Discussions with Directors and other key management;

(ii) Review of contractual agreements;

(iii) Review of secretarial and other records of the company; and

(iv) A review of publicly available information.

5. Valuation on Exploration Interests

The principal assets of Barra Resources will be its exploration interests. The exploration interests have beenincluded at cost in the pro-forma balance sheet. The Directors’ adopted the cost valuation based on theirassessment of the fair value of the exploration interests after considering an Independent Geologist’s Reportand Valuation Opinion prepared by Snowden Mining Industry Consultants Pty Ltd dated 3 October 2000 whichis reproduced in Section 5 of the Prospectus. We have not performed our own valuation of the explorationinterests due to the specialised nature of assessing the future mining potential of those interests. Therefore,weare unable to form a view on whether or not the carrying values of the exploration interests are fairly stated,however, we draw readers attention to the report referred to above.

6. Opinion

Nothing has come to our attention to indicate that the balance sheet and pro forma balance sheet of Barra asat 28 September 2000 as set out in Appendix 1, do not present fairly the assets and liabilities of Barra as at 28September 2000 in accordance with applicable Australian Accounting Standards, and on the basis of theassumptions and transactions set out in Note 2 of Appendix 2.

23 October 2000

The DirectorsBarra Resources LimitedLevel 1, 1 Sleat RoadAPPLECROSS WA 6153

Dear Sirs

INDEPENDENT ACCOUNTANTS’ REPORT

1. Introduction

At the request of the Directors of Barra Resources Limited (“Barra” or “the Company”), this Report has beenprepared for inclusion in a Prospectus to be lodged with the Australian Securities and Investment Commission(“ASIC”) on or around 23 October 2000. The purpose of the Prospectus is to offer for subscription 20 millionfully paid ordinary Shares,with one Attaching Option per share, to be issued at a price of 25 cents per share toraise a total of $5 million before issue costs.

Deloitte Touche Tohmatsu (“Deloitte”) have been requested to:

• report whether anything has come to our attention which would cause us to believe that the historicalfinancial information disclosed in the appendices to this report is not fairly presented in accordancewith generally accepted accounting policies as applied in Australia for reporting on financialinformation in a prospectus; and

• report whether anything has come to our attention which would cause us to believe that the pro formafinancial information disclosed in the appendices to this report is not properly drawn up in accordancewith the basis of preparation and assumptions set out therein and with generally accepted practice asapplied in Australia for presenting pro forma financial information in a prospectus.

Expressions defined in the Prospectus have the same meaning in this report.

2. Basis of Preparation

The purpose of this Report is to set out the historical balance sheet position of Barra and to provide investorswith a pro forma balance sheet of Barra as at 28 September 2000 adjusted to include funds raised by thisProspectus and the completion of exploration interest acquisitions and other transactions as referred to inNote 2 of Appendix 2.

This Report does not address the rights attaching to the Shares or Attaching Options to be issued in accordancewith this Prospectus, the risks associated with the investment, nor form the basis of an independent expert’sopinion with respect to a valuation of the Company or a valuation of the Share issue price of 25 cents per Share.

6 . I N D E P E N D E N T A C C O U N TA N T S ’ R E P O RT

Deloitte Touche TohmatsuA.B.N. 74 490 121 060Central Park Level 16152-158 St Georges TerracePerth WA 6000GPO Box A46Perth WA 6837 Australia

DX 206Telephone (08) 9365 7000

Facsimile (08) 9365 7001

The liability of Deloitte Touche Tohmatsu is limited by, and to the extent, theAccountants’ scheme under the Professional Standards Act 1994 (NSW).


Note Unaudited Pro-forma28 September 2000 28 September 2000

CURRENT ASSETS

Cash 3 250,197 4,311,990

Total Current Assets 250,197 4,311,990

NON CURRENT ASSETS

Property, Plant and Equipment 15,129 15,129Exploration Interests 4 109,408 6,044,408Other 1,300 1,300

Total Non Current Assets 125,887 6,060,837

Total Assets 376,034 10,372,827

CURRENT LIABILITIES

Accounts Payable - - Borrowings 5 250,802 -

Total Current Liabilities 250,802 -

Total Liabilities 250,802 -

NET ASSETS 125,232 10,372,827

SHAREHOLDERS EQUITY

Share Capital 6 127,406 10,375,001 Accumulated Loss (2,174) (2,174)

TOTAL SHAREHOLDERS EQUITY 125,232 10,372,827

The balance sheet as at 28 September 2000 is in accordance with the Company’s unaudited financial position at thatdate. The pro forma balance sheet at 28 September 2000 represents the unaudited financial position as at that dateadjusted for the transactions discussed in Note 2 of Appendix 2 to this report. These balance sheets are to be read inconjunction with the notes set out in Appendix 2.

Appendix 1 - Balance Sheet and Pro-Forma Balance Sheet7. Subsequent Events

Subsequent to 28 September 2000, to the best of our knowledge and belief, there have been no material items,transactions or events other than the matters dealt with in this Report, which would require comment on, oradjustment to, the information contained in this Report,or which would cause such information in this Reportto be misleading.

8. Other Matters

Deloitte has not made and will not make any recommendation, through the issue of this Report, to potentialinvestors of Barra as to the merits of the investment. The Shares offered under this Prospectus should beconsidered speculative due to the nature of the Company’s business being gold exploration. The specific risksassociated with this investment are detailed in the Prospectus.

Deloitte is the appointed auditor of Barra and Barminco. Neither Deloitte, nor any partner or executiveemployee thereof has any financial interest in the outcome of the proposed transaction except for normalprofessional fees due for the preparation of this Report and ongoing professional fees received as auditors.

Deloitte were not involved in the preparation of any other part of the Prospectus, and accordingly make norepresentations or warranties as to the completeness and accuracy of any information contained in any otherpart of the Prospectus.

Yours faithfully

DELOITTE TOUCHE TOHMATSU

Note 3. Cash Pro-forma

28 September 2000

Cash at bank and on hand 4,311,990

Adjustments arising in the preparation of thepro-forma cash balances are summarised as follows:

Balance at 28 September 2000 250,197

Proceeds from Share Issue 5,000,000

Stamp duty paid on transfer of Exploration Interest (310,000)

Share Issue Costs (377,405)

Repayment of Current Borrowings – Barminco (250,802)

4,311,990

Share issues costs total $500,000. As at 28 September 2000, $122,595 of these costs had been incurred and paid.

We note that Barra will be required to pay Goods and Service Tax (“GST”) on the acquisition of the ExplorationInterests and other transactions of approximately $600,000. This amount has not been reflected in the pro formaadjustments, above, as Barra will be entitled to a credit and refund of this amount.


Note 2. Actual and Proposed Transactions to Arrive at Pro forma Balance Sheet

The pro forma balance sheet as at 28 September 2000 has been included for illustrative purposes to reflect the positionof the Company on the basis of the following transactions which occured subsequent to 28 September 2000 andtransactions that are proposed to occur after the Company has issued Shares subject to this Prospectus:

• the proposed issue and allotment by Barra of 20,000,000 fully paid ordinary shares with one Attaching Option perShare to subscribers of this Prospectus at an issue price of 25 cents per share to raise $5 million;

• the estimated expenses associated with the preparation,underwriting and issue of the Prospectus of $500,000 havebeen off-set against the share capital raised. Of this amount $122,595 had been incurred and paid by Barra as at 28 September 2000;

• the purchase of exploration interests or options to acquire exploration interests from Barminco and other parties. Consideration is settled through the issue of 22,500,000 Shares and 20,000,000 Vendor Options in Barra.Other amounts have already been paid as at 28 September 2000.

• the payment of $310,000 in stamp duty on the transfer of exploration interests from Barminco and other parties toBarra; and

• the repayment of borrowings from Barminco of $250,802.

Appendix 2 – Notes To and Forming Part of the Financial Statements

Note 1. Summary of Significant Accounting Policies

The significant accounting policies adopted in the preparation of the historical information and the pro-forma balancesheet (collectively referred to as the “financial statements”) are:

(a) Basis of accounting

The balance sheet and pro-forma balance sheet have been prepared in accordance with the applicableAccounting Standards.Other mandatory professional reporting requirements (Urgent Issues Group ConsensusViews) have also been complied with.

The balance sheet and pro-forma balance sheet have been prepared on a basis of historical cost and exceptwhere stated, does not take into account changing money values or current valuations of non-current assets.Cost is based on the fair values of the consideration given for assets.

(b) Exploration Interests

Exploration interests represent the cost of the mineral properties to be acquired by Barra Resources fromBarminco and other parties as determined after considering an independent valuation by Snowden MiningIndustry Consultants Pty Ltd.

Future costs arising from exploration and evaluation activities will be carried forward provided such costs areexpected to be recouped through successful development, or by sale, or where exploration and evaluationactivities have not at balance date reached a stage to allow a reasonable assessment regarding the existenceof economically recoverable reserves.

The Company’s policy is to review the carrying value of all exploration interests on a regular basis and to theextent to which this value exceeds it recoverable amount, that excess is fully provided against in the financialyear in which this is determined.

Each exploration interest will be amortised over its expected mine life when mining operations commence onthat interest. If operations are abandoned or the tenements relinquished prior to or after the commencementof mining operations, the remaining unamortised balance of each interest will be written off to the profit andloss account in that financial year that such decision is made.

(c) Financial Instruments Issued by the Company

Transaction costs on the issue of equity instruments (“shares”)

Transaction costs arising on the issue of Shares are treated as a reduction of the proceeds of the Shares towhich the costs relate.Transaction costs are the costs that are incurred directly in connection with the issue ofthose Shares and which would not have been incurred had those Shares not been issued.

(d) Going Concern Basis

The accounts have been prepared on a going concern basis of accounting,which anticipates the ability of theCompany to meet its obligations in the normal course of business. The ability of the Company to meet itsexisting obligations and those relating to its recent acquisitions (as detailed in the Prospectus) will depend onthe ability to raise funds pursuant to the Prospectus, and raise further funds through the issue of additionalshare capital to meet future exploration commitments, as and when required.

Note 4. Exploration Interests Pro-forma

28 September 2000

Exploration Interests – at cost 6,044,408

Adjustments arising in the preparation of the pro-forma mining properties balances are summarised as follows:


Exploration Interests acquired from Barminco and other parties at cost 5,625,000

Stamp Duty payable on Transfer of Mining Interests 310,000

6,044,408

Exploration interests have been recorded at cost. The cost price has been determined after considering anindependent geological valuation by Snowden Mining Industry Consultants Pty Ltd on behalf of Barra Resources aspart of the acquisition process. Refer to the report issued by the Independent Geologist in Section 5 of the Prospectusfor information on Joint Venture interests and exploration interest ownerships are considered in Sections 5 and 7 ofthis Prospectus..

Note 5. Borrowing Pro-forma

28 September 2000

Amount owing to Barminco -

Adjustments arising in the preparation of the pro-forma mining properties balances are summarised as follows:


Repayment of Barminco loan from share issue proceeds (250,802)

-

The loan is interest free and repayable on demand


Note 6. Share Capital Pro-forma

28 September 2000

52,500,001 ordinary fully paid shares 10,375,001

Adjustments arising in the preparation of thepro-forma share capital balances are summarised as follows:

Balance at 28 September 2000 – 10,000,000 ordinary fully paid shares issued at 2.5 cents per share and 1 share at $1.00 250,001

Share issue costs incurred at 28 September 2000 (122,595)

127,406

22,500,000 ordinary shares issued at 25 cents to Barminco and other parties for the acquisition of exploration interests. 5,625,000

20,000,000 ordinary shares issued at 25 cents pursuant to this Prospectus 5,000,000

Share issue costs (377,405)

10,375,001

Share issue costs total $500,000. As at 28 September 2000, $122,595 of these costs had been incurred and paid.

Note 7. Options on Issue

No Options were on issue at 28 September 2000, however it is proposed that the following Option issues will take place:

1. 20,000,000 Attaching Options be issued on a 1 for 1 allocation as part of the offer pursuant to this Prospectus;

2. 2,500,000 Director Options be issued to the directors of the Company. 2,000,000 Options will be issued to MrRobert Colville, and 250,000 Options each to Mr John Hocking and Mr Peter Maloney. The Director Optionswere issued subsequent to 28 September 2000.

3. 2,000,000 Underwriter Options to be issued to CIBC World Markets in lieu of the underwriting management fee.These Underwriter Options are to be held in escrow for a 2 year period from the date of quotation; and

4. 20,000,000 Vendor Options to be issued to Barminco as part of the consideration for Exploration InterestsAcquired from Barminco.

The Attaching Options and Underwriter Options are exercisable at $0.25 each on or before 31 August 2003 and areproposed to be listed on ASX.

The Director Options and Vendor Options are exercisable at $0.25 each. The expiry date will be Three Years after thedate of issue and Director Options and Vendor options will not be listed on ASX.

Further details regarding these options are included in section 8.2 of the Prospectus.


7 . R E P O RT O N M I N I N G T E N E M E N T S

25 October 2000

The DirectorsBarra Resources LimitedLevel 11 Sleat RoadAPPLECROSS WA 6153

Dear Sirs

REPORT ON MINING TENEMENTS

This report has been prepared for inclusion in a prospectus (Prospectus) to be issued by Barra Resources Limited ACN093 396 859 (Company) on or about 27 October 2000.

1 AssetsAs at the date of this report, the Company has entered into agreements (Agreements) with various partiesunder which it has acquired or may, subject to fulfilling certain conditions, acquire or earn interests in thevarious mining tenements and applications for the grant of mining tenements (Tenements) set out in theTenement Schedule which is attached to and forms part of this report. A summary of the terms of eachAgreement may be found in notes A - T of the Tenement schedule.

As at 16 October 2000, the Company is the applicant for six tenements, details of which are set out in theTenement Schedule.

2 SearchesFor the purposes of this report, we have conducted searches of the Tenements in the register maintained bythe Western Australian Department of Minerals and Energy (Department) over the period 4 October to 16October 2000. The results of those searches are summarised in the Tenement Schedule.

We have also conducted a search of the National Native Title Tribunal’s register of native title claims (the NNTTRegister) over the period 21 September 2000 to 19 October 2000 to determine what native title claims areregistered over the area of the Tenements.

3 OpinionAs a result of our searches and enquiries, but subject to the assumptions and qualifications set out below, weare satisfied that, as at the date of the relevant searches:

(a) the details of the Tenements included in this report are accurate as to the status of the Tenements andthe Company’s interest in the Tenements;

(b) all applicable rents due under the Mining Act 1978 (WA) (Mining Act) in respect of the Tenements havebeen paid;

(c) all expenditure requirements under the Mining Act have been met or exemptions obtained, unlessotherwise noted in the Tenement Schedule;

(d) the Tenements are subject to various third party interests (including registered caveats) which are notedin this report or the Tenement Schedule;

(e) under the terms and conditions of the Agreements, the Company has the right to acquire an interest inthe Tenements on the terms set out in the Agreements, subject to the matters referred to in this report orthe Tenement Schedule; and

(f) all Tenements which were granted after 23 December 1996 have been granted in compliance with theNative Title Act 1993 (Cth) (NTA) ‘future act’ procedures.

Note 8. Commitments

(a) Exploration

Minimum annual exploration expenditure $1,236,000

The company has minimum obligations pursuant to the terms and conditions of Tenement Licences in theforthcoming year. These obligations are capable of being varied from time to time,in order to maintain currentrights of tenure to mining tenements. The minimum obligations may be reduced to the extent that thecompany retains its mining interests.

(b) Native Title

The company’s mining tenements maybe subject to native title applications in the future. At this stage it is notpossible to quantify the impact (if any) that native title may have on the operations of the company. Refer toSection 7 of the Prospectus for further details on Native Title.

(c) Service Agreement

The Company has entered into a Service Agreement with Barminco. The Service Agreement provides thatBarminco will provide geological, technical and administration services to the Company. Barminco willreceive fee for performing this role, calculated at cost plus 10%.

Note 9. Related Party Transaction

All related party transactions are detailed in Section 8 of the Prospectus and have been excluded from our report.

Note 10. Contingent Liabilities

As noted in Sections 5 and 7 of this prospectus, Barra has entered into a number of joint ventures, options to acquiretenement interests,and royalty arrangements with various parties. These arrangements provide for additional amountsto be paid if certain conditions are met or if the Directors of Barra decide to take certain action. At the date of ourreport, the Directors have not made any specific undertakings regarding the amounts which may become payable inthe future. The following amounts represent the maximum amounts that may become payable in the future (as canbe reasonably measured at the time) if the Directors decide to acquire the maximum available holdings in theirexisting tenements:-

$

• Potential joint venture payments 3,510,000

• Potential option fees payable (to extend terms of options) 580,000

• Amounts payable on exercise of options to acquire tenement interests 675,000

• Other amounts payable 580,000

These amounts are payable, if required, over various times over the next five years. In addition, royalty payments maybe payable if certain conditions are met in the future. At this time, these payments are uncertain and cannot bemeasured reliably.

Further details of these specific arrangements are contained in the “Summary of Material Terms of Agreements”contained in Section 7 of this Prospectus.


(e) Power to override

It is open to the Commonwealth Minister to overrule any determination which the NNTT may make if he orshe considers it is in the interests of Australia or the relevant State (as the case may be) to do so.

In respect of any application for an exploration licence,the State may seek to invoke the “expedited procedure”provided by the NTA. The “expedited procedure” allows the grant of an exploration licence withoutcompliance with the RTN procedure but only if the grant is not likely to interfere directly with the native titleclaimants’ community or social activities, interfere with areas or sites of particular significance or involvemajor disturbance to any land or waters.

4.3 Native Title Claims

Our search of the NNTT Register shows that the tenements are subject (in whole or in part) to the followingnative title claims, some of which have passed the registration test.

The fact that a native title claim has been lodged in respect of a particular area does not mean that native titleexists in that area. The claimants must prove that native title continues to exist in respect of the area. The factthat certain persons have lodged claims does not preclude other persons from lodging claims over the samearea. Also, the fact that any area is not currently subject to a claim does not mean that native title does notexist in respect of that area.

Except for the Gubrun, Kalamaia Kabu(d)n and Koara claims, the other claims have passed the “registrationtest” and are registered native title claims. As a result, the registered claimants are afforded the RTN processwith respect to the doing of any future acts over the registered claim area.Although unregistered claimants arenot entitled to participate in the RTN process, they are still entitled to have their application for determinationof native title heard in the Federal Court.

We have not examined the merits of each claim and express no opinion as to whether any claim is likely tosucceed.

4.4 Validity of the granted mining tenements (shown in Table 1)

(a) Validity of tenements granted before 1 January 1994

The tenements shown in Table 1 which were granted before the commencement of the NTA on 1 January 1994constitute valid ‘past acts’ (ss.14 &19 NTA and s.5 Titles (Validation) and Native Title (Effect of Past Acts) Act1995 (WA)). That is, they are valid as against native title.

(b) Validity of tenements granted after 1 January 1994 but before 23 December 1996

The tenements in Table 1 which were granted after 1 January 1994 but before 23 December 1996 (the date ofthe High Court’s decision in Wik & Ors v The State of Queensland (1996) 187 CLR 1) constitute ‘intermediateperiod acts’ and are valid as against native title (ss.22 & 22F NTA and s.12A Titles (Validation) and Native Title(Effect of Past Acts) Act 1995 (WA)).

Claimant NNTT Claim no. Federal Court no. Registration test status

Wongotha WC99/001 WG6005/98 Accepted 10.02.00

Wutha WC99/010 WG6064/98 Accepted 15.06.99

Maduwongga WC99/009 WG0076/97 Accepted 05.11.99

Central West Goldfields WC99/029 WG0065/98 Accepted 04.10.99

Gubrun WC95/027 WG0002/98 Rejected 26.07.99

Kalamaia Kabu(d)n WC97/100 WG6216/98 Rejected 26.07.99

Widji WC98/027 WG6243/98 Accepted 28.02.00

Koara WC95/001 WG6008/98 Not applicable

4 Native Title

4.1 Background to native title and the Native Title Act 1993 (Cth)

In June 1992, the High Court of Australia held in Mabo v Queensland (1992) 175 CLR 1 (Mabo) that thecommon law of Australia recognises and will protect the native title rights and interests of AboriginalAustralians where such rights have not been lawfully extinguished. As a result of Mabo and the operation ofthe Racial Discrimination Act 1975 (Cth) (RDA), the validity of mining tenements granted after 31 October1975 (the date of commencement of the RDA) was rendered uncertain.

The NTA came into operation on 1 January 1994. The NTA recognised and sought to protect common lawnative title in Australia and enables any person who claims to hold native title, whether alone or with others,to lodge a claim with the Native Title Registrar. The Native Title Registrar must be satisfied that certain mattershave been addressed prior to registration of the claim with the National Native Title Tribunal (NNTT). Thisprocess is known as the “registration test”(which is discussed in 4.3 below).

The NTA provides that the grant of a mining tenement prior to 1 January 1994 will constitute a ‘past act’ whichis valid to the extent that it may affect native title. It also permitted the States to pass complementary legislationvalidating ‘past acts’ attributable to them. In Western Australia, the Titles (Validation) and Native Title (Effect ofPast Acts) Act 1995 (WA) (as it is now known) validated the grant of mining tenements granted prior to 1January 1994. Certain renewals of such tenements will also constitute valid ‘past acts’even if the renewal takesplace after 1 January 1994.

4.2 ‘Future acts’ and the right to negotiate

The grant of a mining tenement after the commencement of the NTA on 1 January 1994 which affected nativetitle rights will constitute a “future act” and will only be valid as against native title if the process of grantcomplied with the requirements of the NTA, namely the ‘right to negotiate’ procedure (RTN). A ‘future act’ isany act which “affects native title”.

The RTN procedure is the process of negotiation in good faith by the Company and the State with theregistered native title claimants with a view to obtaining the claimants’ consent to the grant of tenements.TheRTN procedure applies to the grant of most new mining tenements (including the conversion of explorationand prospecting licences to a mining lease). Any future act which fails to comply with the RTN procedure willbe invalid to the extent that it affects native title.

Essentially, the RTN procedure involves the following process:

(a) Notice

The State must give written notice to the public and to the relevant native title parties of its intention togrant the mining tenement.

(b) Objections

The native title parties affected by the proposed ‘future act’ have up to 4 months in which to register anew claim in respect of the area and/or to object to the use of the expedited procedure. Any person(s)who becomes a new registered native title claimant within the 4 month period will also be entitled toparticipate in the RTN process.

(c) Negotiation

The State, the Company and the native title parties must negotiate in “good faith”with a view to agreeingto the grant of the tenement and if so, on what terms and conditions. The parties may also request theNNTT to mediate.

(d) Determination

If the parties fail to reach agreement within 6 months, any party may apply to the NNTT to determinewhether the grant should be made and if so, on what terms. The NNTT will have 6 months in which tomake its decision in respect of the doing of the ‘future act’.

(c) Validity does not constitute extinguishment

While all of the tenements shown in Table 1 which were granted on or before 23 December 1996 are valid inso far as they affect native title, validation of ‘past acts’ and ‘intermediate period acts’ does not constituteextinguishment of native title. It is still possible for native title to be found to exist over the areas of validlygranted past or intermediate period acts.

The Full Federal Court in the State of Western Australia & Ors v Ward & Ors ([2000] FCA 19) (Ward No. 2)recently held that native title was wholly extinguished by mining leases granted under the Mining Act 1978(WA) in that particular case. The Full Court’s decision in Ward No.2 has been appealed to the High Court andit remains to be seen whether the Full Court’s finding on this issue will be sustained.

(d) Tenements granted after 23 December 1996

Some tenements shown in Table 1 were granted after 23 December 1996. From our review of the tenementsearches, post 23 December 1996 tenements appear to be validly granted ‘future acts’ which have compliedwith the NTA’s future act requirements.

4.5 Renewals and extensions of mining tenements

(a) Mining leases

The mining leases shown in Table 1 have been granted for a period of 21 years and have a right of renewal fora further 21 years by virtue of s.78(1) of the Mining Act 1978 (WA).

(i) Renewal or extension of mining leases granted before 23 December 1996In our view, the renewal of the mining leases in Table 1 which were granted before 23 December 1996will not constitute a ‘future act’ to which the RTN will apply. Section 26D(1) of the NTA permits therenewal or extension of an ‘act consisting of a right to mine’ where the rights and interests created bythe renewal or extension are the same as those previously conferred.

(ii) Renewal or extension of mining leases granted after 23 December 1996There is a risk that the renewal of the mining leases in Table 1 which were granted after 23 December1996 may constitute a ‘future act’ to which the RTN will apply. Section 26D(1) of the NTA does not applyto mining tenements granted after 23 December 1996 and there is a risk that the Department willperceive the renewal of a post 23 December 1996 tenement is an act which may “affect native title”andtherefore, a ‘future act’.

If, after the High Court’s decision in the Ward No. 2 appeal, it can be said that validly granted miningleases extinguish native title, then the renewal of such mining leases will not be a ‘future act’ by virtue ofthe extinguishment of native title over the leases. But until the law on this issue is clarified, we cannotexpress a conclusive opinion.

(b) Exploration licences

All exploration licences shown in Table 1 (except for E30/77,which is the subject of mining lease applications30/155-157) are current and have been granted for a period of 5 years. Each has a right of renewal for a further2 years (s.61 Mining Act 1978 (WA)).

(i) Renewal of exploration licences granted before 23 December 1996In our view, the renewal of any of the exploration licences in Table 1 which were granted before 23December 1996 will not be subject to the RTN procedure by virtue of s.26D(1) of the NTA which appliesto exploration licences.

(ii) Renewal of exploration licences granted after 23 December 1996For the same reasons as outlined in 4.5(a)(ii) above, there is a risk that renewal of exploration licencesgranted after 23 December 1996 will constitute ‘future acts’ to which the RTN procedure will apply. TheState may take the view that such renewals constitute acts which may “affect native title”.


(c) Prospecting licences

Unlike exploration licences, prospecting licences do not carry a right of renewal. Applications have beenmade to convert some of the prospecting licences shown in Table 1 to mining leases.

Any of the current prospecting licences can be converted to mining leases by virtue of ss.49 and 75(7) of theMining Act 1978. But, for the reasons outlined in 4.6 below, the conversion of any of the prospecting licencesshown in Table 1 to a mining lease(s) will constitute a ‘future act’ to which the RTN procedure will apply.

4.6 Conversion of exploration and prospecting licences to mining leases

To the extent that any of the current exploration or prospecting licences shown in Table 1 are or will becomethe subject of an application for conversion to a mining lease, then such conversion will constitute a ‘futureact’ to which the RTN procedure will apply. The conversion of existing exploration and prospecting licencesto mining leases will involve the creation of new rights, over and above those which already exist, which may“affect native title”(if it exists).

4.7 Future Tenements

The applications for mining leases and exploration and prospecting licences shown in Table 2 were all madeafter 1 January 1994. Because the applications are for the creation of new rights and interests over and abovethose which already exist over the area of the applications and will “affect native title” rights and interests, theapplications will be subject to the RTN procedure.

4.8 Agreement out of the RTN procedure

It is possible to avoid some of the delay of the RTN procedure in respect of all of the ‘future acts’ describedabove if agreement can be reached with the relevant native title claimants for their consent to the grant of thetenements.

4.9 Liability to pay compensation for impairment to native title

As a result of recent amendments to the Mining Act 1978 (WA), the holder of a mining tenement is liable tocompensate any native title claimants who are subsequently determined to be holders of native title, forimpairment to their native title rights and interests as a result of the grant of a mining tenement (s.125A MiningAct 1978 (WA)). The obligation to pay compensation will arise if and when native title over the area of thetenement(s) is determined to exist.

The Company will be liable to pay compensation to any native title holders (if found to exist) but the extentof compensation is difficult to assess at this stage. There have been no determinations of compensationpayable to native title holders by tenement holders to date.

5 Aboriginal HeritageTenements in Western Australia are granted subject to an endorsement reminding the tenement holder of itsobligation to comply with the requirements of the Aboriginal Heritage Act 1972 (WA).

That Act protects sites and areas of significance to Aboriginal persons. Where any use of the land is likely toresult in the damage or destruction of an Aboriginal site or any objects on or under that site, or any personassuming the possession, custody or control of such object, the consent of the Minister is required.

A register of Aboriginal sites is maintained by the Aboriginal Affairs Department of Western Australia. We havenot conducted a search of that register for the purposes of this report. We are instructed that no heritagesurveys of the land the subject of the Tenements have been conducted at this stage. It should be noted thatthe Act applies to all Aboriginal sites and objects whether or not they are registered under the Act.

The provisions of the Commonwealth Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth)will also apply, with similar effect to the provisions of the Aboriginal Heritage Act 1972 (WA).


TABLE 1

NATIVE TITLE CLAIMS AFFECTING EXISTING MINING TENEMENTS

The tenements shown in this table are affected by the following native title claims. In this table:

(a) prospecting licences which are the subject of an application for conversion to mining lease(s) are markedwith a single asterisk (*); and

(b) unregistered native title claims are marked with a double asterisk (**).

MINING LEASES

Tenement no. Date Granted Expiry Date Native Title Claims

Phillips Find

M16/130 28.11.1989 27.11.2010 MaduwonggaM16/133 28.11.1989 27.11.2010 Central West Goldfields

Gubrun**Kalamaia Kabu(d)n**

M16/168 04.12.1991 03.05.2012 WidjiM16/171 14.05.1991 13.05.2012 MaduwonggaM16/242 23.08.2000 22.08.2021 Central West GoldfieldsM16/258 23.08.2000 22.08.2021 Gubrun**

Kalamaia Kabu(d)n**

Riverina Project

M30/16 16.12.1986 15.12.2007 WongothaM30/43 03.11.1987 02.11.2008 WuthaM30/60 22.01.1988 21.01.2009 M30/84 12.01.1989 11.01.2010 M30/97 03.08.1990 02.08.2011 M30/98 15.11.1990 14.11.2011 M30/99 27.12.1990 26.12.2011 M30/118 30.12.1994 29.12.2015 M30/133 09.07.1999 08.07.2020

Quinn Hills Project

M29/36 14.10.1987 13.10.2008 WongothaM29/37 14.10.1987 13.10.2008 WuthaM29/65 30.05.1988 29.05.2009

Burbanks Project

M15/161 05.11.1985 04.11.2006 WidjiMaduwonggaCentral West GoldfieldsGubrun**Kalamaia Kabu(d)n**

6 Assumptions and QualificationsIn this report:

(a) we have assumed the accuracy and completeness of any instructions or information which we havereceived from the Company or any of its officers, agents and representatives;

(b) we have assumed the accuracy and completeness of the mining title searches and other information orresponses we obtained from the Department as at the time such searches were undertaken orinformation and responses received;

(c) with respect to any application for the grant of a Tenement, we express no opinion as to whether suchapplication will ultimately be granted, although we have no reason to believe that the application willbe refused;

(d) with respect to any application for the grant of a Tenement, we have indicated those conditions whichwe consider may be imposed by the Minister for Mines upon grant of the relevant Tenement. TheMinister may impose at his discretion, but usually in accordance with guidelines issued by theDepartment,“reasonable conditions”for the prevention or reduction of injury to the land or anything onit. We do not represent that any of the conditions which this report indicates may be imposed will beimposed nor that any conditions not indicated in this report will not be imposed upon the grant of suchtenements;

(e) where compliance with requirements necessary to maintain a Tenement in good standing is notdisclosed on the face of the searches referred to in this report, we express no opinion on suchcompliance;

(f) references in the Tenement Schedule to any area of land are taken from details shown on searchesobtained from the Department. It is not possible to verify the accuracy of those areas withoutconducting a survey; and

(g) where Ministerial consent to any agreement or dealing referred to in section 3 of this report is being orwill be sought,we express no opinion as to whether such consent will be granted,or the consequencesof consent being refused, although we are not aware of any matter which would cause consent to berefused.

7 ConsentMallesons Stephen Jaques have consented to the inclusion of this report in the Prospectus in the form andcontext in which it is included and have not withdrawn that consent before the lodgment of the Prospectuswith the ASIC.

8 Disclosure of InterestMallesons Stephen Jaques will be paid normal and usual professional fees for the preparation of this reportand related matters. Other than in respect of its professional fees, Mallesons Stephen Jaques and its partnershave no interest in the promotion of the Company.

Yours faithfully

Mallesons Stephen Jaques


EXPLORATION LICENCES


Riverina Project (cont.)

E29/290 26.08.1996 25.08.2001 KoaraE30/77 (MLA 30/155 -177) 30.04.1991 29.04.2000 Wongotha E30/106 01.03.1994 28.02.2001 Wutha E30/165 15.10.1996 14.10.2001 E30/166 13.05.1996 12.05.2001 E30/193 27.08.1998 26.08.2003 E30/238 01.05.2000 30.04.2005 E30/239 01.05.2000 30.04.2005

Quinns Project

E29/329 24.01.1997 23.01.2002 KoaraE29/331 30.12.1996 29.12.2001 Wongatha

Wutha

TABLE 1 (cont.)

TABLE 2

NATIVE TITLE CLAIMS AFFECTING APPLICATIONS FOR MINING TENEMENTS

The applications for mining tenements are affected by the following native title claims. In this table:

(a) mining lease applications which are the subject of existing prospecting licences are marked with a singleasterisk (*); and

(b) unregistered native title claims are marked with a double asterisk (**).

MINING LEASES

Tenement no. Date of Application Native Title Claims

Phillips Find

M16/228* 28.11.1994 WidjiM16/288* 02.05.1996 MaduwonggaM16/298* 05.06.1996 Central West GoldfieldsM16/299* 07.06.1996 Gurbrun**M16/386* 15.04.1998 Kalamaia Kabu(d)n**M16/392* 18.06.1998

M16/233* 22.03.1999 MaduwonggaM16/299* 05.06.1996 Central West GoldfieldsM16/388* 16.04.1998 Gurbrun**M16/434* 10.07.2000 Kalamaia Kabu(d)n**

Riverina Project

M30/124 15.09.1995 Wongotha M30/125 15.09.1995 Wutha M30/127 08.12.1995 M30/134 04.02.1997 M30/144 10.08.1998 M30/154 20.04.2000 M30/155 26.04.2000 M30/156 26.04.2000 M30/157 26.04.2000M30/158 31.05.2000

PROSPECTING LICENCES


Phillips Find

P16/1261* (MLA16/228) 04.12.1990 03.12.1994 MaduwonggaP16/1262* (MLA16/227) 04.12.1990 03.12.1994 Central West GoldfieldsP16/1263* (MLA16/228) 04.12.1990 03.12.1994 Gubrun** P16/1264* (MLA16/228) 04.12.1990 03.12.1994 Kalamaia Kabu(d)n**P16/1268* (MLA16/228) 03.01.1991 02.01.1995 P16/1329* (MLA16/233) 10.04.1991 09.04.1995 P16/1401* (MLA16/228) 22.10.1991 21.10.1995 P16/1402* (MLA16/258) 22.10.1991 21.10.1995 P16/1469* (MLA16/228) 07.04.1992 06.04.1996 P16/1471* (MLA16/228) 07.04.1992 06.04.1996 P16/1482* (MLA16/288) 05.05.1992 04.05.1996 P16/1488* (MLA16/299) 09.06.1992 08.06.1996 P16/1489* (MLA16/298) 09.06.1992 08.06.1996 P16/1490* (MLA16/298) 09.06.1992 08.06.1996 P16/1493* (MLA16/299) 09.06.1992 08.06.1996 P16/1494* (MLA16/299) 09.06.1992 08.06.1996 P16/1495* (MLA16/299) 09.06.1992 08.06.1996 P16/1496* (MLA16/233) 09.06.1992 08.06.1996 P16/1702* (MLA16/388) 19.04.1994 18.04.1996 P16/1730* (MLA16/386) 19.04.1994 18.04.1996 P16/1755* (MLA16/392) 21.06.1994 20.06.1996 P16/1844* (MLA16/434) 23.07.1996 22.07.2000 P16/1845* (MLA16/434) 23.07.1996 22.07.2000 P16/2028 8.03.2000 27.03.2000

Riverina Project

P30/839 18.09.1991 17.09.1995 WongothaP30/840 18.09.1991 17.09.1995 Wutha P30/847 11.12.1991 10.12.1995 P30/869 05.02.1993 04.02.1995 P30/894 25.11.1994 24.11.1998 P30/909 11.04.1997 10.04.2001 P30/910 11.04.1997 10.04.2001 P30/911 25.07.1997 24.07.2001 P30/912 25.07.1997 24.07.2001 P30/913 25.07.1997 24.07.2001 P30/914 25.07.1997 24.07.2001 P30/915 25.07.1997 24.07.2001 P30/916 11.04.1997 10.04.2001 P30/917 11.04.1997 10.04.2001 P30/918 11.04.1997 10.04.2001 P30/919 25.07.1997 24.06.2001 P30/920 21.07.1997 20.07.2001 P30/921 21.07.1997 20.07.2001 P30/922 21.07.1997 20.07.2001 P30/923 21.07.1997 20.07.2001 P30/924 16.06.1997 15.06.2001 P30/926 05.06.1995 04.06.2000P30/932 10.04.1997 09.04.2001 P30/933 10.04.1997 09.04.2001

TABLE 1 (cont.)


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illi

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Fin

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Nat

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M16

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120

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110

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B a r r a R e s o u r c e s L i m i t e d - T e n e m e n t S c h e d u l e

TABLE 2 (cont.)

EXPLORATION LICENCE APPLICATIONS

Tenement no. Date Granted Native Title Claims

Riverina Project

E30/251 18.05.2000 WongothaE30/252 18.05.2000 Wutha E30/253 18.05.2000

Quinns Project

E29/489 13.07.2000 Wongotha,Wutha E29/492 30.08.2000 Koara E29/493 30.08.2000 WongothaE29/494 30.08.2000 Wutha

PROSPECTING LICENCE APPLICATIONS

Tenement no. Date Granted Native Title Claims

Riverina Project

P30/955 19.05.2000 WongothaP30/956 19.05.2000 WuthaP30/957 19.05.2000 MaduwonggaP16/2020 13.02.2000 Central West GoldfieldsP30/958 23.05.2000 Gubrun**P30/959 23.05.2000 Kalamaia Kabu(d)n** P30/960 23.05.2000 P30/961 23.05.2000

Quinns Project

P29/1639 12.03.1998 Wongotha P29/1716 14.07.2000 Wutha P29/1717 12.07.2000


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9204

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92

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(MLA

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ns/

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uire

men

tC

ond

itio

ns

E30/

166

Her

on R

esou

rces

Pa

rtic

ipat

ing

3

bloc

ks

13/0

5/19

96

12/0

5/20

01

$20,

000.

0053

54

55 5

6N

Lin

tere

st (

F)

E30/

193

Con

nem

arra

Gol

d

100%

lega

l &

8 bl

ocks

27

/08/

1998

26

/08/

2003

$2

0,00

0.00

57

Min

es P

ty L

td

ben

efic

ial

inte

rest

(A

)

E30/

238

Bar

min

co P

ty L

td

100%

lega

l &1

bloc

k 01

/05/

2000

30

/04/

2005

(n

o

58b

enef

icia

l ex

pend

iture

in

tere

st (

A)

det

ails

)

E30/

239

Bar

min

co P

ty L

td

100%

lega

l &4

bloc

ks

01/0

5/20

00

30/0

4/20

05

(no

39

b

enef

icia

l ex

pend

iture

in

tere

st (

A)

det

ails

)

M30

/16

Bar

min

co P

ty L

td

100%

lega

l &

0.89

1 ha

16

/12/

1986

15

/12/

2007

$5

,000

.00

59 6

0b

enef

icia

l in

tere

st (

A)

M30

/43

Bar

min

co P

ty L

td

100%

lega

l &20

0 ha

03

/11/

1987

02

/11/

2008

$2

0,00

0.00

40

61

62b

enef

icia

l in

tere

st (

A)

M30

/60

Bar

min

co P

ty L

td

100%

lega

l &83

4 ha

22

/01/

1988

21

/01/

2009

$1

2,70

0.00

40

60

62 6

3 64

65

b

enef

icia

l 66

67

68 7

1in

tere

st (

A)

M30

/84

Bar

min

co P

ty L

td

100%

lega

l &10

0 ha

12

/01/

1989

11

/01/

2010

$1

0,00

0.00

b

enef

icia

l in

tere

st (

A)

M30

/97

Bar

min

co P

ty L

td

100%

lega

l &9

ha

03/0

8/19

90

02/0

8/20

11

$10,

000.

00

60b

enef

icia

l in

tere

st (

A)

M30

/98

Bar

min

co P

ty L

td10

0% le

gal &

27

.423

ha

15/1

1/19

90

14/1

1/20

11

$10,

000.

00

60 7

2 73

74

75 7

6K

ylie

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hlee

n b

enef

icia

l 77

78

79D

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in

tere

st (

A,T

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Ph

illi

ps

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d (

con

t.)

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men

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ure

of in

tere

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e

Exp

iry

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inim

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bra

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/ or

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plic

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ng a

cqui

red

(Ap

plic

atio

n D

ate)

Ann

ual

Dea

lings

/ Ex

pen

dit

ure

Not

atio

ns/

Req

uire

men

tC

ond

itio

ns

P16/

1845

Dig

ger

Dri

lling

Pa

rtic

ipat

ing

18

0 ha

23

/07/

1996

22

/07/

2000

$7

,200

.00

(M

LA 1

6/43

4)

Co

Pty

Ltd

in

tere

st (

E)

P16/

2028

B

arm

inco

Pty

Ltd

10

0% le

gal &

11

3 ha

28

/03/

2000

27/0

3/20

04

ben

efic

ial

inte

rest

(A

)

P16/

2068

A

lan

John

Fox

ton

100%

lega

l &

8 ha

(1

4/02

/200

0)

ben

efic

ial

inte

rest

(B

,C)

Riv

erin

a P

roje

ct

Tene

men

t R

egis

tere

d H

old

er

Nat

ure

of in

tere

st

Are

aG

rant

Dat

e

Exp

iry

Dat

e M

inim

umEn

cum

bra

nces

/ or

Ap

plic

ant

bei

ng a

cqui

red

(Ap

plic

atio

n D

ate)

Ann

ual

Dea

lings

/ Ex

pen

dit

ure

Not

atio

ns/

Req

uire

men

tC

ond

itio

ns

E29/

290

Kill

oran

NL

Part

icip

atin

g3

bloc

ks

26/0

8/19

96

25/0

8/20

01

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000.

00

33 3

4 35

36

inte

rest

(F)

E30/

77G

reat

er P

acifi

c

100%

lega

l &

24.9

km

230

/04/

1991

29

/04/

2000

$1

00,0

00.0

037

38

39 4

0 41

(MLA

’s 30

/155

Gol

d N

Lb

enef

icia

l42

43

44 4

5 46

47

-1

57)

in

tere

st (

G)

E30/

106

Mal

anti

Pty

Ltd

O

ptio

n to

6 bl

ocks

01

/03/

1994

28

/02/

2001

$4

2,50

0.00

48

49

50 5

1pu

rcha

se (

H)

E30/

165

Gre

ater

Pac

ific

100%

lega

l &2

bloc

ks

15/1

0/19

96

14/1

0/20

01

$15,

000.

00

52G

old

NL

ben

efic

ial

inte

rest

(G

)


Riv

erin

a P

roje

ct (

con

t.)

Tene

men

t R

egis

tere

d H

old

er

Nat

ure

of in

tere

st

Are

aG

rant

Dat

e

Exp

iry

Dat

e M

inim

umEn

cum

bra

nces

/ or

Ap

plic

ant

bei

ng a

cqui

red

(Ap

plic

atio

n D

ate)

Ann

ual

Dea

lings

/ Ex

pen

dit

ure

Not

atio

ns/

Req

uire

men

tC

ond

itio

ns

M30

/155

D

avey

hurs

t 10

0% le

gal &

92

7.61

ha

(26/

04/2

000)

Pr

ojec

t Pty

Ltd

b

enef

icia

lin

tere

st (

G)

M30

/156

D

avey

hurs

t 10

0% le

gal &

94

9.68

ha

(26/

04/2

000)

Pr

ojec

t Pty

Ltd

b

enef

icia

lin

tere

st (

G)

M30

/157

D

avey

hurs

t 10

0% le

gal &

61

3.61

ha

(26/

04/2

000)

Pr

ojec

t Pty

Ltd

b

enef

icia

lin

tere

st (

G)

M30

/158

B

arm

inco

Pty

Ltd

10

0% le

gal &

121.

37 h

a (3

1/05

/200

0)

ben

efic

ial

inte

rest

(A

)

P30/

839

Ron

ald

Kei

th

Opt

ion

to

48.5

6 ha

18

/09/

1991

17

/09/

1995

$2

,000

.00

Cou

mb

e pu

rcha

se (

K)

P30/

840

Ron

ald

Kei

th

Opt

ion

to

40 h

a 18

/09/

1991

17

/09/

1995

$2

,000

.00

Cou

mb

e pu

rcha

se (

K)

P30/

847

Ron

ald

Kei

thO

ptio

n to

pur

chas

e20

0 ha

11

/12/

1991

10

/12/

1995

$8

,000

.00

82C

oum

be

two-

thir

d in

tere

st

Rob

ert C

olin

of

Cou

mb

e (K

)C

oum

be

Kyl

ie K

athl

een

100%

lega

l &D

avey

(on

e-th

ird

)b

enef

icia

lin

tere

st o

f Dav

ey

P30/

869

Bar

min

co P

ty L

td

100%

lega

l &

200

ha

05/0

2/19

93

04/0

2/19

95

$8,0

00.0

0b

enef

icia

l in

tere

st (

A)

P30/

894

Bar

min

co P

ty L

td

100%

lega

l &

126.

6 ha

25

/11/

1994

24

/11/

1998

$5

,080

.00

83b

enef

icia

l in

tere

st (

A)

Riv

erin

a P

roje

ct (

con

t.)

Tene

men

t R

egis

tere

d H

old

er

Nat

ure

of in

tere

st

Are

aG

rant

Dat

e

Exp

iry

Dat

e M

inim

umEn

cum

bra

nces

/ or

Ap

plic

ant

bei

ng a

cqui

red

(Ap

plic

atio

n D

ate)

Ann

ual

Dea

lings

/ Ex

pen

dit

ure

Not

atio

ns/

Req

uire

men

tC

ond

itio

ns

M30

/99

Bar

min

co P

ty L

td

100%

lega

l &40

5.5

ha

27/1

2/19

90

26/1

2/20

11

$40,

600.

00

80b

enef

icia

l in

tere

st (

A)

M30

/118

B

arm

inco

Pty

Ltd

10

0% le

gal &

7.28

8 ha

30

/12/

1994

29

/12/

2015

$1

0,00

0.00

ben

efic

ial

inte

rest

(A

)

M30

/124

R

onal

d K

eith

O

ptio

n to

40

ha

(15/

09/1

995)

C

oum

be

purc

hase

(K

)

M30

/125

R

onal

d K

eith

O

ptio

n to

48

.56

ha

(15/

09/1

995)

C

oum

be

purc

hase

(K

)

M30

/127

R

ober

t Col

in

Opt

ion

to p

urch

ase

200

ha

(08/

12/1

995)

C

oum

be

two-

thir

d in

tere

st

Ron

ald

Kei

th

of C

oum

be

(K)

Cou

mb

e

Kyl

ie K

athl

een

100%

lega

l &

Dav

ey (

one-

thir

d)2

ben

efic

ial

inte

rest

Dav

ey

M30

/133

B

arm

inco

Pty

Ltd

10

0% le

gal &

9.5

ha

09/0

7/19

99

08/0

7/20

20

$10,

000.

00

81

ben

efic

ial

inte

rest

(A

)

M30

/134

B

arm

inco

Pty

Ltd

10

0% le

gal &

200

ha

(04/

02/1

997)

b

enef

icia

l in

tere

st (

A)

M30

/144

B

arm

inco

Pty

Ltd

10

0% le

gal &

126.

6 ha

(1

0/08

/199

8)

ben

efic

ial

inte

rest

(A

)

M30

/154

Pe

ter A

ndre

w10

0% le

gal &

67

.19h

a (2

0/04

/200

0

Wilt

shir

e b

enef

icia

lin

tere

st (

S)


Riv

erin

a P

roje

ct (

con

t.)

Tene

men

t R

egis

tere

d H

old

er

Nat

ure

of in

tere

st

Are

aG

rant

Dat

e

Exp

iry

Dat

e M

inim

umEn

cum

bra

nces

/ or

Ap

plic

ant

bei

ng a

cqui

red

(Ap

plic

atio

n D

ate)

Ann

ual

Dea

lings

/ Ex

pen

dit

ure

Not

atio

ns/

Req

uire

men

tC

ond

itio

ns

P30/

918

Gre

ater

Pac

ific

100%

lega

l &

187

ha

11/0

4/19

97

10/0

4/20

01

$7,4

80.0

0

84G

old

NL

ben

efic

ial

inte

rest

(G

)

P30/

919

Gre

ater

Pac

ific

100%

lega

l &

181

ha

25/0

7/19

97

24/0

7/20

01

$7,2

40.0

0

85G

old

NL

ben

efic

ial

inte

rest

(G

)

P30/

920

Gre

ater

Pac

ific

100%

lega

l &

160

ha

21/0

7/19

97

20/0

7/20

01

$6,4

00.0

0

85G

old

NL

ben

efic

ial

inte

rest

(G

)

P30/

921

Gre

ater

Pac

ific

100%

lega

l &

192

ha

21/0

7/19

97

20/0

7/20

01

$7,6

80.0

0G

old

NL

ben

efic

ial

P30/

922

Gre

ater

Pac

ific

100%

lega

l &

112

ha

21/0

7/19

97

20/0

7/20

01

$4,4

80.0

086

Gol

d N

L b

enef

icia

lin

tere

st (

G)

P30/

923

Gre

ater

Pac

ific

100%

lega

l &

117

ha

21/0

7/19

97

20/0

7/20

01

$4,6

80.0

0G

old

NL

ben

efic

ial

inte

rest

(G

)

P30/

924

Bar

min

co P

ty L

td

100%

lega

l &4.

85 h

a 16

/06/

1997

15

/06/

2001

$2

,000

.00

ben

efic

ial

inte

rest

(A

)

P30/

926

Bar

min

co P

ty L

td

100%

lega

l &12

1.36

62ha

05/0

6/19

95

04/0

6/20

00

$4,8

00.0

087

ben

efic

ial

inte

rest

(A

)

P30/

932

Gre

ater

Pac

ific

100%

lega

l &

136.

8 ha

10

/04/

1997

09

/04/

2001

$$

5,48

0.00

Gol

d N

L b

enef

icia

lin

tere

st (

G)

P30/

933

Gre

ater

Pac

ific

100%

lega

l &

222.

8 ha

10

/04/

1997

09

/04/

2001

$4

,920

.00

84

Gol

d N

L b

enef

icia

lin

tere

st (

G)

Riv

erin

a P

roje

ct (

con

t.)

Tene

men

t R

egis

tere

d H

old

er

Nat

ure

of in

tere

st

Are

aG

rant

Dat

e

Expi

ry D

ate

Min

imum

Encu

mb

ranc

es/

or A

pplic

ant

bei

ng a

cqui

red

(App

licat

ion

Dat

e)A

nnua

lD

ealin

gs/

Expe

nditu

reN

otat

ions

/ R

equi

rem

ent

Con

diti

ons

P30/

909

Gre

ater

Pac

ific

100%

lega

l &

199

ha

11/0

4/19

97

10/0

4/20

01

$7,9

60.0

084

G

old

NL

ben

efic

ial

inte

rest

(G

)

P30/

910

Gre

ater

Pac

ific

100%

lega

l

200

ha

11/0

4/19

97

10/0

4/20

01

$8,0

00.0

0

39 8

4G

old

NL

& b

enef

icia

lin

tere

st (

G)

P30/

911

Gre

ater

Pac

ific

100%

lega

l

198

ha

25/0

7/19

9724

/07/

2001

$7

,920

.00

39

85

Gol

d N

L &

ben

efic

ial

inte

rest

(G

)

P30/

912

Gre

ater

Pac

ific

100%

lega

l &

199

ha

25/0

7/19

97

24/0

7/20

01

$7,9

60.0

0

85G

old

NL

ben

efic

ial

inte

rest

(G

)

P30/

913

Gre

ater

Pac

ific

100%

lega

l &

199

ha

25/0

7/19

97

24/0

7/20

01

$7,9

60.0

0

85G

old

NL

ben

efic

ial

inte

rest

(G

)

P30/

914

Gre

ater

Pac

ific

100%

lega

l &

199

ha

25/0

7/19

97

24/0

7/20

01

$7,9

60.0

0

85

Gol

d N

L b

enef

icia

lin

tere

st (

G)

P30/

915

Gre

ater

Pac

ific

100%

lega

l &

199

ha

25/0

7/19

97

24/0

7/20

01

$7,9

60.0

0

85G

old

NL

ben

efic

ial

inte

rest

(G

)

P30/

916

Gre

ater

Pac

ific

100%

lega

l &

199

ha

11/0

4/19

97

10/0

4/20

01

$7,9

60.0

0

84G

old

NL

ben

efic

ial

inte

rest

(G

)

P30/

917

Gre

ater

Pac

ific

100%

lega

l &

182

ha

11/0

4/19

97

10/0

4/20

01

$7,2

80.0

0

84G

old

NL

ben

efic

ial

inte

rest

(G

)


Qu

inn

Hil

ls P

roje

ct

Tene

men

t R

egis

tere

d H

old

er

Nat

ure

of in

tere

st

Are

aG

rant

Dat

e

Exp

iry

Dat

e M

inim

umEn

cum

bra

nces

/ or

Ap

plic

ant

bei

ng a

cqui

red

(Ap

plic

atio

n D

ate)

Ann

ual

Dea

lings

/ Ex

pen

dit

ure

Not

atio

ns/

Req

uire

men

tC

ond

itio

ns

E29/

329

Kan

owna

Pa

rtic

ipat

ing

23 b

lock

s24

/01/

1997

23/0

1/20

02$4

1,40

0.00

88 8

9 90

Con

solid

ated

Gol

d

inte

rest

(P)

Min

es N

L

E29/

331

Kan

owna

Part

icip

atin

g 7

bloc

ks

30/1

2/19

96

29/1

2/20

01

$20,

000.

00

91C

onso

lidat

ed G

old

in

tere

st (

P)

Min

es N

L

E29/

489

Bar

ra R

esou

rces

10

0% le

gal &

1

bloc

k (1

3/07

/200

0)Li

mite

d

ben

efic

ial

inte

rest

(I)

E29/

492

Bar

ra R

esou

rces

10

0% le

gal &

1 bl

ock

(30/

08/2

000)

Lim

ited

b

enef

icia

lin

tere

st (

I)

E29/

493

Bar

ra R

esou

rces

10

0% le

gal &

1

bloc

k (3

0/08

/200

0)Li

mite

d

ben

efic

ial

inte

rest

(I)

E29/

494

Bar

ra R

esou

rces

10

0% le

gal &

25

(3

0/08

/200

0)Li

mite

d

ben

efic

ial

inte

rest

(I)

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(F) - Pursuant to terms set out in a letter dated 18 April 1997 on Barminco letterhead to Killoran NL (“Killoran”),whichterms were accepted by Killoran on 24 April 1997, Connemara Gold Mines Pty Ltd (“Connemara”) and Killoranpurported to enter into a joint venture arrangement to explore these exploration licences (“Letter Agreement”).Pursuant to the Letter Agreement Connemara may earn 70% equity in the tenements by the expenditure of$300,000 within 4 years of signing an agreement. Connemara has the right to earn a further 15% equity by solefunding all expenditure required to produce a final bankable feasibility document.

Pursuant to a Deed of Acknowledgment and Novation dated 18 October 2000 between Barra,Connemara,Heronand Killoran, Connemara assigned and novated its rights and obligations (as appropriate) under the LetterAgreement to Barra and Heron (being the registered owner or E30/166), acknowledged that it is also bound bythe terms of the Letter Agreement.

Barra has lodged caveats in respect of the tenements the subject of the Letter Agreement and the Deed.

(G) - Sale Agreement dated 1 June 2000 between Greater Pacific Gold Limited (“GPG”) and Barminco as trustee forBarra. Pursuant to this agreement Barminco purchased all of GPG’s right, title and interest in the tenements, freeof encumbrances (other than payment of a royalty of $1 per tonne to WMC Resources Limited for each tonne ofore mined over and above 250,000 tonnes in respect of E30/77) for $50,000. A further $50,000 is payable to GPGif mining operations commence on any of the tenements within five years of settlement of the acquisition. (Someor all of the tenements are the subject of mining lease applications M30/155-157. These MLAs are presentlyregistered in the name of Daveyhurst Project Pty Ltd but, if granted, will be granted in the name of GPG.) Thisagreement has been lodged by Barra for registration with the Department. Pursuant to a Deed of Variation dated25 October 2000 which varies the Agreement referred to in (A) above,Barminco has waived its right to be repaidby Barra any costs associated with this acquisition.

(H) - Pursuant to an Option Agreement between Barra and Malanti Pty Ltd (“Malanti”) dated 18 September 2000 Barrahas paid Malanti $30,000 as consideration for the grant to Barra of an irrevocable option to purchase thetenement, free of all encumbrances, for an exercise price of:

(a) $550,000 if the option is exercised on or before 14 July 2001;

(b) $530,000 if the option is exercised between 15 July 2001 and 14 July 2002;

(c) $500,000 if the option is exercised between 15 July 2002 and 14 July 2003.

If the option is not exercised on or before 14 July 2001, Barra must pay Malanti $20,000 on or before that date tokeep the option open. If the option is not exercised on or before 14 July 2002, Barra must pay Malanti a further$30,000 on or before that date to keep the option open.

Barra has the exclusive right to explore and test for the presence of minerals on the tenement at any time untilcompletion of Barra’s purchase or termination of the agreement by Barra.

If Barra exercises the option and purchases the tenement,Barra must pay a royalty to Malanti of $10 per ounce ofgold produced from the tenement, up to a maximum of $1 million. Barra has lodged a caveat over E30/106 inrespect of this agreement.

(I) - Barra is the applicant for these tenements.

(J) - Point (J) has been intentionally deleted.

(K) - Pursuant to the terms of a letter dated 26 June 2000 on Barminco letterhead to Robert Coumbes (“CoumbesLetter”), which terms were accepted by Ronald and Robert Coumbe (“Vendors”) on 26 June 2000, Barra has aright to acquire 100% of the Vendors’ interest in the tenements for $560,000, payable by way of instalments (ofwhich $30,000 has already been paid and $30,000 must be paid before 26 June 2001). Pursuant to the CoumbesLetter Barra has the exclusive right to conduct exploration on the tenements during the “purchase period”and theVendors have prospecting rights over the tenements and some additional tenements being acquired by Barrafrom Barminco. If payment of the final instalment of $500,000 would render the project uneconomical,the partiesagree to negotiate in good faith to allow any deposit on the tenements to be mined on a joint venture basis, withprofits to be split 50:50. Barra has lodged caveats in respect of the tenements that are subject to this agreement(other than any applications).

Nature of Interest being acquired - Summary of Material terms of Agreements

(NB: all amounts shown are exclusive of GST)

(A) - Agreement entered into between Barminco, Connemara Gold Mines Pty Ltd, Old City Nominees Pty Ltd(“Vendors”) and Barra dated 16 October 2000 for the acquisition of the whole of the Vendors’rights and beneficialownership of, and rights to mine and explore these tenements in consideration for the issue of 20 million fullypaid ordinary shares in Barra at an issue price of $0.25 per share and 20 million free attaching options under orpursuant to the Prospectus. The terms of these options are set out in section 8.2.3 of the Prospectus. Theagreement is conditional on ASX granting unconditional permission for Barra’s shares to be listed for quotationon the Official List of ASX and the relevant approvals being obtained under the Mining Act.

Certain of the tenements the subject of this agreement have royalty obligations attached to them in favour ofvarious third parties. These third parties are likely to require Barra to assume responsibility for the payment ofthese royalties before they consent to a transfer to Barra pursuant to this agreement. Details of the royalties maybe found in the notes to each tenement (referred to in the last column of the table). No consents have yet beenobtained.

(B). - Option and Sale Agreement - Dunns Eight Mile Project between Barra and Alan John Foxton dated 13 September2000. Barra agrees to pay Foxton $50,000 by way of instalments (of which $30,000 has already been paid) asconsideration for the grant of an irrevocable call option to require Foxton to sell the tenements to Barra free ofall encumbrances. The purchase price payable on exercise of the option is $250,000 and the option must beexercised on or before 6 July 2002. If the option is exercised,a royalty of $5 per troy ounce of gold produced fromthe tenements is payable to Foxton, to a maximum of $300,000. Barra has lodged caveats in respect of thetenements that are the subject of this agreement (other than any applications).

(C) - Option and Sale Agreement - Dunns Eight Mile Project between Barra and Alan John Foxton,dated 13 September2000 as set out in (B) above. Pursuant to clause 7 of this agreement,Barra has purchased P16/2068, free from anyencumbrances for $2500. Barra grants Foxton the exclusive right to refine and sell for Foxton’s benefit preciousmetals recovered from approximately 4000 tonnes of tailings on the surface of P16/2068. Barra has lodged caveatsin respect of the tenements that are the subject of this agreement (other than any applications).

(D) - Option Agreement between Barra and Donul Thomas Kidson,dated 5 September 2000.Barra agrees to pay Kidson$20,000 by way of instalments (of which $10,000 has already been paid) as consideration for the grant to Barra ofan irrevocable option to purchase on or before 7 July 2003, free from all encumbrances, the tenements for anexercise price of:

(a) $210,000 if the option is exercised prior to 7 January 2002 (in which case second $10,000 is not required);

(b) $200,000 if the option is exercised after 7 January 2002.

Barra has the exclusive right to explore and test for the presence of minerals on the tenements at any time untilthe completion of Barra’s purchase or termination of the agreement by Barra. Barra indemnifies Kidson againstany loss as a result of carrying out such exploration activities. The agreement is subject to the relevant mininglease application being granted on conditions acceptable to Barra and the relevant approvals being given underthe Mining Act. Barra has lodged a caveat over P16/1753 in respect of this agreement.

(E) - Phillips Find Farm-In and Joint Venture Agreement between Digger Drilling Co.Pty Ltd (“Digger”) and Barra dated1 September 2000. Pursuant to this agreement, Barra may earn a 70% interest in the tenements by incurringexpenditure of not less than $500,000 by no later than 1 September 2005,of which $100,000 per year is to be spentin each of the first three years. Barra may earn a 90% interest in the tenements upon incurring further expenditureof $500,000 by 1 September 2006 and a Joint Venture may be formed pursuant to the terms of the agreement,whereby each party contributes in accordance with their participating interest. Alternatively, Digger may elect totransfer its remaining interest to Barra and receive a royalty of $1.50 per tonne of ore mined from the tenementsfrom Barra, up to a maximum of $1 million, if it elects not to form a Joint Venture. Barra has lodged caveats inrespect of the tenements the subject of this agreement (other than any applications).

(b) $215,000 if the option is exercised at any time more than 12 months after the Commencement Date andwithin 24 months of the Commencement Date; or

(c) $200,000 if the option is exercised at any time more than 24 months after the Commencement Date andwithin 36 months of the Commencement Date.

Barra must pay $10,000 to keep the option in force if it has not been exercised within 12 months of theCommencement Date, and a further $15,000 to keep the option in force if it has not been exercised within 24months. Barra must maintain the tenement in good standing,pay rent and Shire rates and meet annual reportingrequirements for the period from the Commencement Date until completion of an acquisition of the tenementon an exercise of the option. Barra has the exclusive right to conduct exploration activities and test for mineralson the tenement but must take out appropriate insurances and indemnify Chatswood for any losses incurred asa result of such activities.

(P) - Heads of Agreement between Barra and Kanowna Consolidated Gold Mines Limited (“KCG”) dated 13 October2000 whereby KCG grants Barra the sole and exclusive right to explore the area the subject of the tenements forall minerals. Barra may earn an interest of 70% by contributing $450,000 towards expenditure on the area priorto 13 October 2003. If, at this time, KCG does not elect to form a joint venture with Barra and commencecontributing towards further expenditure, Barra will have the right to increase its interest to 85% by contributinga further $500,000 of expenditure on the area during the period 13 October 2003 to 14 October 2005. The objectof the joint venture to be formed between the parties will be to continue to explore the tenements and, ifcommercially viable, to develop and mine any resource that may be discovered. The parties will be required tocontribute according to the applicable percentage interests set out above. If KCG’s interest reduces to 5% at anytime (in accordance with dilution provisions) KCG will transfer its entire interest to Barra and will thereafter beentitled to a royalty of $5 per ounce of gold produced up to a maximum of $400,000.

Barra has lodged caveats over the tenements the subject of this agreement.

(Q) - Sale Agreement between Amalg Resources NL (“Amalg”),Barra and Barminco dated 14 September 2000 (“AmalgSale Agreement”). Barra has purchased, free from encumbrances, the whole of Amalg’s right, title and interest inthe tenements in consideration for the issue to Amalg of 2 million fully paid ordinary shares in Barra at an issueprice of $0.25 per share and has acknowledged that Coolgardie Custom Milling Pty Ltd has the right to:

(a) access to water from certain shafts; and

(b) remove waste rock

from the tenement the subject of the Amalg Agreement.

(R) - Point (R) has been intentionally deleted.

(S) - This tenement has been transferred to Barra in consideration for the payment of $5,000. There was no writtenagreement between the parties,however Barra as transferee holds a signed transfer executed by Peter Wiltshire astransferor.

(T) Sale agreement between Kylie Kathleen Thompson (formerly Davey) and Barra dated 10 October 2000 for the saleof the 5% interest in mining lease M30/98 held by Thompson to Barra for consideration of 500,000 shares in Barraat an issue price of $0.25. Under the Agreement Thompson has directed Barra to issue 250,000 of the 500,000shares to her brother,Glenn Vujcich. Barra has lodged a caveat over Thompson’s 5% interest in M30/98 in respectof this agreement.

Kylie Kathleen Davey is shown as the registered owner of a one-third interest in P30/847 (MLA 30/127). Ms Daveyhas executed a transfer of this interest to Barminco for a consideration of $1,000 and Barminco has subsequentlyagreed to transfer the interest to Barra pursuant to the Agreement in (A) above.

(L) - Pursuant to a declaration of trust dated 16 October 2000 between Old City Nominees Pty Ltd (“Old City”) andBarminco,Barminco is the beneficial owner of the tenements. The terms of the trust oblige Old City,as trustee, totransfer the tenements and generally act in such manner and at such time in relation to the tenements asBarminco directs in writing. These tenements have been acquired by Barra pursuant to the Agreement referredto in (A) above.

(M) - By an option agreement (“Option Agreement”) between Lincoln Areas NL (ACN 082 419 896) and Western AreasNL, Lincoln Areas NL granted Western Areas NL the option to purchase certain mining tenements includingM29/36 and M29/37 (“Option”). The Option was exercised automatically on Western Areas NL being admitted tothe official list of the ASX. However, to date transfers in favour of Western Areas NL have not been registered.Western Areas NL entered into a royalty deed with Lincoln Areas NL on 27 July 2000 (“Royalty Deed”). Pursuantto the Royalty Deed Western Areas NL agreed to pay Lincoln Areas NL $1 per tonne of ore mined at varioustenements (including M29/36 and M29/37) and treated. Pursuant to a letter dated 7 March 2000 on Barmincoletterhead to Western Areas NL (“Western Areas Letter”), the terms of which were accepted by Western Areas NLon 15 March 2000, Barminco and Western Areas NL agreed that, subject to the shares of Western Areas NL beingquoted on the official list of ASX (which condition was satisfied on or about 28 July 2000) they would form a jointventure to explore mining leases M29/36 and M29/37. The commencement date of the joint venture was the dateWestern Areas NL was listed and quoted on the official list of the ASX.

Pursuant to the Western Areas Letter, Barminco must spend $60,000 on M29/36 and M29/37 within 12 months ofthe commencement of the joint venture. Barminco may earn 70% equity in M29/36 and M29/37 by expending$400,000 within 3 years of the commencement of the joint venture. Upon Barminco earning 70%, and subject toWestern Areas NL not exercising its rights to contribute to expenditure, Barminco may have a right to earn afurther 15% by expending a further $800,000 within 5 years of the commencement of the joint venture.

Pursuant to a deed of assignment and novation dated 17 October 2000 between Barminco and Barra, Barmincohas assigned or novated all of its rights and obligations under the Western Areas Letter (as appropriate) in favourof Barra, being a related body corporate of Barminco at the time of the assignment and novation.

By a letter dated 2 August 2000 from Western Areas NL to Barminco, Barminco agreed to pay, pro rata in relationto its interest in the joint venture under the Western Areas Letter, the royalty payable to Lincoln Areas NL in respectof M29/36 and M29/37. It is likely that a deed of assumption of this royalty obligation will be required to beentered into by Barra before Lincoln Areas will consent to the transfer of these tenements to Barra in accordancewith the Western Areas Letter, as amended by the abovementioned deed of assignment and novation. No suchdeed has yet been entered into between the parties.

Caveats have been lodged over these tenements in respect of Barra’s rights under the Western Areas Letter andDeed of Assignment and Novation.

(N) - Sale Agreement between Arrow Resources Management Pty Ltd and Barra dated 20 October 2000. Barra hasacquired the tenement (subject to necessary ministerial approval) for a consideration of $30,000 and thepayment of a royalty of 2% of all gold produced from the tenement. Pursuant to the Agreement Barra will be liablefor all costs in respect of rehabilitation and environmental obligations in relation to the tenement.

Barra has lodged a caveat over M29/65 in respect of this Agreement.

(O) - Option agreement between Barra and Chatswood Crest Pty Ltd (“Chatswood”) dated 24 September 2000.Pursuant to this agreement, in consideration for the payment of $5,000,Chatswood grants to Barra an irrevocableoption to purchase P29/1639 for:

a) $225,000 if the option is exercised within 12 months of the application for P29/1639 being granted on termsacceptable to Barra (“Commencement Date”);



20 The lessee submitting to the State Mining Engineer a brief annual report outlining project operations, minesiteenvironmental management and rehabilitation work undertaken in the previous 12 months and the proposedoperations, planned environmental management and rehabilitation programs for the next 12 months.

21 Complete excision of M16/145 and P16/1168 with rights of ingress to and egress from the ground preserved tolicensee and lessee thereof.

22 Operations to be carried out in accordance with “Notice of Intent - Low Impact Mining Operations - J Foxton”dated 5/5/94 on Dept of Mines File 8411/90.

23 Complete excision of P16/1031 and P16/1168 with rights of ingress to and egress from the ground preserved tolicensees thereof.



26 Complete excision of P16/1168 and M16/145 with rights of ingress to and egress from the ground preserved tolicensees thereof.




30 Land the subject of this licence does not include the land subject of P16/1413 and M16/133.

31 Rights of ingress to and egress from Miscellaneous Licence 16/47 preserved to the licensee and no interferencewith the purpose or installations connected to Miscellaneous Licence 16/47.


Riverina Project 33 Area of grant does not include E29/133.

34 Partial surrender 1307H/990 registered and effective 07/03/2000.

35 Application 48H/001 for relief from provisions of section 65(1)(b) lodged on 04/08/2000.

36 Application for relief from expenditure for 2000 pending.

37 No mining on Sanitary Reserve 21685 and Schoolsite reserve 16900 without prior consent of Minister for Mines.Consent to mine on Sanitary Reserve 21685 was granted on 09/12/1997.

38 No interference with Geodetic Survey Station MNZ 5 Riverina, NMF 396 Paramount, BM418, BM437 and BM438.

39 No interference with the use of the Aerial Landing Ground.

40 No interference with the transmission line or connected installations.

41 Complete excision of Gold Mining Leases 30/1323,30/1334; Miscellaneous Lease 30/8; Mining Leases 30/13,30/16,30/23, 30/68, 30/84, 30/91, 30/97-99 and Prospecting Licences 30/600, 30/690, 30/798, 30/822 and 30/828 with access rights.

42 Complete excision of any portion encroaching on Exploration Licence 30/71, Mining, Lease 30/49 and 30/60,Prospecting Licences 30/635 and 30/636.

43 Partial Surrender 1125H/934 (surrender released on 19/05/1994).

NOTES TO THE TENEMENT SCHEDULE:

Phillips Find1 Operations to be carried out in accordance with “Notice of Intent for a Heap Leach Project”dated 25 March 1991

and retained on Mines Dept. File No 1148/91.

2 Agreement 205H/934 Typhon Exploration NL/ Central Kalgoorlie Gold Mines NL/ Dennis Radisch/ BJ Mason/ NHMason lodged/ 14/01/94. Contains a covenant by the former owners M16/130 to obtain a covenant from anypurchaser of the tenement to pay a royalty in respect of M16/130. The royalty is payable by virtue of a saleagreement dated 4 February 1992. The sale agreement provides for a royalty to be paid of $3 per tonne on thefirst 500,000 tonnes of ore mined and treated. The royalty is payable to Dennis Radisich, Berric Joseph Mason(former owners of the tenement) and Marilyn Helen Mason.

3 Agreement 206H/934 (JV) Central Kalgoorlie Gold Mines NL/ Typhon Exploration NL lodged 14/01/94. As M16/130is no longer owned by the parties to the joint venture this agreement is no longer relevant to this tenement otherthan in respect of the royalty referred to in 2 above. It is likely that the recipients of the royalty will require Barrato assume any remaining obligations in respect of the royalty before consenting to the transfer of the tenementsto Barra.

4 Caveat 359 H/989 by Berric Joseph Mason in respect of 100/100ths shares in the name of Archean Gold NL lodged 2/10/97.

5 Mortgage 18 H/ 978 in favour of Archaean Gold NL and Central Kalgoorlie Gold Mines NL (“Homestake”) lodged 26/11/98.

6 Under an agreement dated 7 October 1998 between Barminco and Homestake pursuant to which Barmincopurchased the tenements, Barminco agreed to pay to Homestake a royalty of $10 per fine ounce on all goldproduced from the tenements after the first 40,000 ounces of gold production. Homestake is likely to requireBarra to assume this royalty obligation before the tenements may be transferred to Barra.

7 Unconditional Performance Bond to be lodged with Minister for Mines for $103,200.

8 Operations to be carried out in accordance with various Notices of Intent.

9 Agreement 205H/934 Typhon Exploration NL/ Central Kalgoorlie Gold Mines NL/ Dennis Radisch/ BJ Mason/ NHMason lodged/ 14/01/94. This agreement is no longer relevant to M16/168.

10 Agreement 206H/ 934 (JV) Central Kalgoorlie Gold Mines NL/ Typhon Exploration NL lodged 14/01/94.As M16/168is no longer owned by the parties to the joint venture this agreement is no longer relevant to this tenement.

11 Mortgage 18H/ 989 in favour of Archaean Gold NL and Central Kalgoorlie Gold Mines NL lodged 03/12/98.

12 Operations to be carried out in compliance with “Sluicing Operations at Dunns 8 Mile” dated 3/4/91 onDepartment Of Mines File 1165/91.

13 Unconditional Performance Bond of $8000.

14 Objection T56/945 lodged 30/1/95 by Mingarwee Group.

15 Endorsements on the tenements include notice of the fact that the lessee, State of Western Australia, Minister forMines and native title claimants have entered into a deed under the Native Title Act agreeing to the grant of this tenement.

16 It is a condition of the grant of the tenements that the lessee is liable for the payment of any compensation underthe Native Title Act to the native title holder that arises as a result of the grant of the tenement, or activitiesconducted on the tenement by the lessee.

17 Complete excision of P16/1031 and P16/1148 with rights of ingress to and egress from the ground preserved tolicensees thereof.


19 Bond of $2000 for due compliance with environmental conditions.


66 Construction and operation of project and measures to protect the environment being carried out generally inaccordance with the document titled “Riverina Battery Sands Project M30/60 Ularring District North Coolgardie,Western Australia”and retained on Department of Minerals and Energy File No. 2250/98.

67 An alteration or expansion of the operations within the lease boundaries beyond that outlined in the abovedocument is not to commence until a plan is submitted to and approved by the State Mining Engineer.

68 Lessee to lodge Unconditional Performance Bond of $5,000 with Minister for Mines for due compliance withenvironmental conditions of the lease.

69 At completion of operations or progressively where possible, waste dump outslopes being battered down to anangle of no greater than 20º. For every 10m in vertical height, the waste dump having a backsloping berm of noless than 4m in width to minimise erosion and the dump being covered with topsoil,deep ripped on the contourand revegetated to the satisfaction of the State Mining Engineer.

70 Various conditions apply to the vat leaching facilities located on the Mining Lease.

71 Partial Surrender no. 1057H/901.

72 The complete excision of M30/16 with rights of ingress and egress being preserved to the lessee of ML 30/16.

73 Construction and operation of project and measures to protect the environment being carried out generally inaccordance with the document titled “Notice of Major Works in respect of M30/98,Underground Feasibility Studyat Riverina Gold Mine 45 kilometres west of Menzies”dated March 1994 and retained on Department of Mineralsand Energy File No. 2251/95.

74 Any alteration or expansion of the operations within the lease boundaries beyond that outlined in the abovedocument is not to commence until a plan is submitted to and approved by the State Mining Engineer.

75 Lessee to lodge Unconditional Performance Bond of $3,000 with Minister for Mines for due compliance withenvironmental conditions of the lease.

76 Agreement No. 201H/901 (Joint Venture) George Joseph Vujcich/Riverina Gold NL/James Alexander Smith. Thisagreement remains registered but is no longer relevant.

77 Agreement No. 202H/901 Supplementary Agreement) George Joseph Vujcich/Riverina Gold NL. This agreementremains registered but is no longer relevant.

78 `Caveat No 9H/990 lodged by Barminco Pty Ltd in respect of 5/100th shares in the name of Kylie Kathleen Davey.No longer relevant given Barra has purchased this interest (refer (T) above).

79 Caveat No 10H/990 lodged by Kylie Kathleen Davey in respect of 95/100th shares in the name of Barminco Pty Ltd.

80 The complete excision of any portion encroaching on M30/91.

81 The lessee must submit a plan of proposed operations and measures to safeguard the environment to the StateMining Engineer for his written approval before commencing any developmental or productive mining orconstruction activity.

82 Area of grant does not include land the subject of GML’s 30/1323 and 30/1334 and rights of ingress and egress are preserved.

83 Area of grant does not include land the subject of M30/110.

84 Non compliance with expenditure requirements in 1999 after application for exemption was refused.

85 Area of grant does not include land the subject of E30/168.

86 No interference with Geodetic Survey Station NMF396.

87 Area of grant does not include land the subject of GML30/1334.

44 Application for amalgamation 22/945 granted in respect of that portion of Exploration Licence 30/77 surrenderedon 19/05/94.

45 Partial Surrender 1703H/945 (surrender released 25/08/1995).

46 Mortgage 2H/967 in favour of Western Mining Corporation Limited.

47 Written permission of Minister for Mines must be obtained before mining on Sanitary Site reserve 21685.

48 Tenement description does not include the following tenements: Prospecting Licence 30/839; Mining Leases30/16, 30/43, 30/60, 30/77, 30/84, 30/97, 30/98; Exploration Licences 30/77, 30/79 and 30/81.

49 No mining on Schoolsite 16900 or Water reserve 5059 without prior consent of Minister for Mines.

50 No interference with Geodetic Survey Station Bench Mark 442, and Geodetic Survey Station MNZ5.

51 No interference with the trunk line or installations connected therewith, with access rights to the facility preserved.

52 Tenement description does not include the following tenements: Exploration Licence 30/77; Prospecting Licence30/875; Kalgoorlie Block 1447s.

53 Tenement description does not include EL 29/133.

54 Partial surrender 528H/990 effective on 19/11/1999.

55 Application for relief from section 65(1)(b) Mining Act refused. Expiry date for compliance with section 65(1)(b)was deferred to 25/10/2000. If the Minister does not exempt the holder from the requirements of section 65(1)(b),then there will be a further partial surrender of the tenement.

56 The outcome of an application for exemption from expenditure is pending.

57 Tenement description does not include GML30/1370; ML 30/110 and P30/894.

58 Tenement description does not include P30/869.

59 Rights of ingress to and egress from the tailings the subject of Licences to Treat Tailings No’s. 30/170 (4690H) and30/171(4691H) preserved to the licensee.

60 Pursuant to a Royalty Deed between Greater Pacific Gold NL (“GPG”) and Barminco dated 6 November 1998, theconsent of GPG (which consent shall not be unreasonably withheld) is required for Barminco to transfer thistenement to Barra. Currently,under the Royalty Deed,Barminco agrees to pay GPG a royalty calculated as follows:

(a) from 0 to 50,000 ounces, $10 per ounce of gold produced from the tenements;

(b) from 50,000 to 75,000 ounces, nil;

(c) from 75,000 to 125,000 ounces, $10 per ounce of gold produced from the tenements; and

(d) from 125,000 ounces onwards, between $5 and $20 depending on the grade of gold produced fromthe tenements.

It is probable that GPG would, in granting their consent, require Barra to assume this royalty obligation. However,their consent has not been obtained.

61 The complete excision of any portion encroaching on Prospecting Licences 30/138, 30/469, 30/512 andGML30/1415.

62 Rights of ingress to and egress from the telecommunication line being preserved to employees of the AustralianTelecommunications Commission.

63 Complete excision of M30/16, Gold Mining Leases 1173U, 1185U and 30/1372 with rights of ingress to and egressfrom preserved to those tenement holders.

64 No mining on Schoolsite 16900 or Water reserve 11194 without prior consent of Minister for Mines.

65 No interference with Geodetic Survey Station BM 442.


109 The construction and operation of the project and measures to protect the environment being carried out inaccordance with the following documents:

“Addendum to Notice of Intent to mine Lady Robinson Pit, Mining Lease No. 15/161, Coolgardie Goldfields”dated August 1992 and retained on Department of Minerals and Energy File No. 627/90;

Addendum to Notice of Intent to mine Tom’s Lode adjacent to the Lady Robinson Pit dated May 1994 retained on Department of Minerals and Energy File No. 2116/94;

Addendum to Notice of Intent to mine Tom’s Lode adjacent to the Lady Robinson Pit - Use of waste on TailingStorage Facility dated 22 June 1994 retained on Department of Minerals and Energy File No. 2116/94;

“Lady Robinson Decline”dated 12 December 1994 and 16 January 1995, and retained on Department of Minerals and Energy File No 627/90;

“Notice of Intent - Mining Operations Underground”dated 12 February 1998 signed by B J Otway and retained on Department of Minerals and Energy File No 2033/96;

Letter re “Dewatering Lady Robinson Pit and Decline at Burbanks:,dated 21 June 1999 and signed by Mr NeilWarburton Business Development and retained on Department of Minerals and Energy File No 2217/99; and

Facsimile re “Dewatering Lady Robinson Sump and Decline”,dated 5 July 1999 signed by Mr Neil WarburtonBusiness Development and retained on Department of Minerals and Energy File No 2217/99.

110 Agreement 317H/890 (Sale) Jones Mining Limited / Clagau (Australia) Ltd / MMC Australia Pty Ltd registered23/04/1990.

111 Agreement 318H/890 (Deed of Assignment) Jones Mining Limited / Clagau (Australia) Ltd / MMC Australia Pty Ltd/ William Dudley Powell registered 23/04/1990.

112 Agreement No 73H/912 (Sale and Purchase) Clagau (Australia) Ltd / MMC Australia Pty Ltd / William DudleyPowell registered 26/09/1991.

113 Agreement No 74H/912 (Deed of Assumption) Clagau (Australia) Ltd / MMC Australia Pty Ltd / William DudleyPowell registered 26/09/1991.

114 Objection 57/84 lodged 21/11/1984 by William Dudley James Powell.

115 Agreement No 1/85 (Joint Venture) A-CAP Development Limited / Jones Mining Limited registered 26/11/1985.

116 Agreement No 281H/856 (Joint Venture) Metallgesellschaft of Australia Pty Ltd /Lubbock Nominees Pty Ltd / JonesMining Limited registered 03/06/1986.

117 Caveat 310H/990 lodged on 17/11/1999 by Barminco.

118 Agreement No 100H/867 (Variation to Agreement 281H/856) Metallgesellschaft of Australia Pty Ltd / LubbockNominees Pty Ltd registered 12/09/1986.

119 Agreement No 81H/912 (Sale and Purchase) Metall Mining Pty Ltd / Almeda Pty Ltd registered 26/09/1991.

Quinn Hills Project88 Description of land does not include Mining Leases 29/36, 29/37 or Prospecting Licences 29/1460 to 29/1462.

89 Prior written consent of Minister for Mines must be obtained before mining on Trigonometrical Station Reserve 7196.

90 Partial surrender 1423H/990 registered and effective on 01/04/2000.

91 Partial surrender 1422H/990 registered and effective on 01/04/2000.

92 Caveat 56H/001 lodged by Western Areas NL on 25/07/2000.

93 Caveat 57H/001 lodged by Western Areas NL on 25/07/2000.

94 The complete excision of State Battery Reserve 10173.

95 Mining on a strip of land 20 metres wide with any water main as the centreline being confined to below a depthof 31 metres from the natural surface and no mining material being deposited on such strip.

96 Rights of ingress to and egress from any watermain being preserved to employees of the water authority.

97 The construction and operation of the project and measures to protect the environment being carried out inaccordance with the documents titled:

“Forrest Belle Project Notice of Intent”and dated August 1988;

“Forrest Belle Project Notice of Intent Mining Development Proposal for the Boudie Rat and Forrest Belle OreDeposits”by R J Wanless dated August 1988;

Letter titled “Notice of Intent - : Boudie Rat and Forrest Belle Open Cut Pits - Mining Lease 29/65”signed by RJ Wanless dated 19 January 1994; and

“Notice of Intent: Forrest Belle”dated November 1996 by Consolidated Mines Ltd,

and all retained on Department of Minerals and Energy File No. 980/88.

98 The lessee arranging lodgment of an Unconditional Performance Bond executed by a Bank in favour of theMinister for Mines in the sum of $20,000 for due compliance with environmental conditions of the lease.

99 Agreement no. 70H/956 (Tribute) Sharcon Pty Ltd/Frederick John Cock/ Joan Francis Dowling registered20/11/1995. This Agreement expired on 8 November 1998.

100 Non compliance with expenditure requirements in 1999 by the amount of $16,040.

Burbanks Project101 Subject to the provision that the Regional Manager, Department of Conservation and Land Management,

Kalgoorlie receive advice of proposed operations.

102 The complete excision of PL 15/98.

103 Before entering the reserve,the lessee must wash down all rigs,vehicles and tools which were previously operatedoutside the Eastern Goldfields, to the standard required by CALM.

104 No dumping of overburden on Burbanks Townsite without prior consent of Shire of Coolgardie.

105 The grant in respect of any private property lots being confined to below a depth of 30 metres from the natural surface.

106 No interference with natural draining or the quality and quantity of the water in any water course, dam, holespring or subterranean source or supply within Water Reserve 7324.

107 The lessee submitting to the State Mining Engineer in October of each year,a brief annual report outlining projectoperations, minesite environmental management and rehabilitation work undertaken in the previous 12 monthsand the proposed operations, planned environmental management and rehabilitation programs for the next 12 months.

108 The lessee providing an Unconditional Performance Bond executed by a Bank in favour of the Minister for Minesin the sum of $50,000 for due compliance with environmental conditions of the lease.

8.2 Terms and Conditions of Options

8.2.1 Attaching Options

The Attaching Options will entitle the holders tosubscribe for Shares on the following terms:

1 Each Option entitles the holder to acquire onefully paid share in the Company.

2 The Options are exercisable at 25 cents per share(“Exercise Price”).

3 The Options expire at 5.00pm WST on 31 August2003 ("Expiry Date").

4 The Options may only be exercised during theperiod commencing on the date of the grant ofthe Option and ceasing on the Expiry Date of the Option.

5 Application will be made to ASX for OfficialQuotation of the Options.

6 Shares will be allotted and issued pursuant to theexercise of Options not more than ten (10)business days after receipt of a properly executednotice of exercise of the Options and payment ofthe Exercise Price .

7 Shares allotted pursuant to an exercise of Optionswill be of the same class and will rank, from thedate of allotment, equally with existing shares ofthe Company in all respects.

8 There are no participating rights or entitlementsinherent in the Options and holders will not beentitled to participate in new issues of capitaloffered or made to shareholders during thecurrency of the Options. However, the Companywill ensure that for the purposes of determiningentitlements to any such issue, the record datewill be at least seven (7) business days after theissue is announced. This will give optionholdersthe opportunity to exercise their Options prior tothe date for determining entitlements toparticipate in any such issue.

9 If there are any new or bonus issues, there are norights to a change in the exercise price or thenumber of underlying securities over which theOptions can be exercised.

10 If there is any reorganisation of the issued capital, the number to Options, or the ExercisePrice, or both will be reorganised (asappropriate) in accordance with the ASX listing Rules.

11 The Company will, at least twenty (20) businessdays before the expiry date of the Options, sendnotices to the optionholders stating the name ofthe optionholder,the number of Options held andthe number of shares to be issued on exercise ofthe Options, the exercise price, the due date forpayment,and the consequences of non-payment.

8.2.2 Underwriter Options

The Underwriter Options shall have the same termsand conditions as the Attaching Options as set outunder section 8.2.1 above.

8.2.3 Director Options and Vendor Options

The Director Options and Vendor Options entitle theholders to subscribe for shares on the following terms:

1 Each Option entitles the holder to acquire onefully paid ordinary share in the Company.

2 The Options are exercisable at 25 cents per share("Exercise Price").

3 The Options shall expire on the third anniversaryof the date of grant of the Options ("ExpiryDate").

4 The Options may only be exercised during theperiod commencing on the date of the grant of the Option and ceasing on the Expiry Date ofthe Option.

5 Options are exercisable by writing to theCompany and attaching a cheque for an amountequal to the total Exercise Price for all of theOptions exercised.

6 Options must be exercised in multiples of 100,unless the option holder exercises all Optionsable to be exercised at that time. The exercise of some Options only does not affect an Optionholder's right to exercise other Options at a later time.

7 Shares allotted pursuant to an exercise of Optionswill be of the same class and will rank, from thedate of allotment, equally with existing shares ofthe Company in all respects.

8 If there is any reorganisation of the issued capital,the number of Options, or the Exercise Price, orboth will be reorganised (as appropriate) inaccordance with the ASX Listing Rules.

9 An optionholder shall not be entitled todividends in respect of unexercised Options.


8 . A D D I T I O N A L I N F O R M AT I O N

8.1 Constitution

Pursuant to the Corporations Law the Company’sConstitution has effect as a contract between theCompany and each shareholder, the Company andeach Director and Company Secretary and between ashareholder and each other shareholder.

Some of the material provisions of the Constitution areas follows:

Voting

Members are entitled to notice of and to attend andvote at general meetings. At present there are noshares on issue with special or preferential rights and,accordingly,every shareholder present in person or byproxy, attorney or representative has one vote on ashow of hands, and on a poll, one vote for each fullypaid share. In the case of an equality of votes, thechairman of the meeting does not have a second orcasting vote in addition to any votes to which thechairman is entitled as a member, proxy, attorney orrepresentative.

Dividends

Subject to the rights of persons entitled to shares withspecial rights to dividend (at present there are none),the Directors have the power to determine andauthorise the payment of a dividend. The Directorsmay, before paying any dividend, set aside out of theprofits of the Company such sums as they think properas reserves, to be applied at their discretion for anypurpose for which the profits of the Company may beproperly applied.

Rights on winding up

If the Company is wound up, the liquidator may, withthe sanction of a special resolution of members,divide among the members in kind the whole or anypart of the property of the Company and set suchvalue as the liquidator considers fair on any propertyto be so divided and determine how the division is tobe carried out as between the members or differentclasses of members.

Issue of securities

The Directors may issue or dispose of shares and grantoptions over shares or pre-emptive rights at any timeand as they think fit, subject to the Corporations Law,the Listing Rules and any special rights conferred onthe holders of any shares or class of shares.

Transfer of shares

Subject to the Listing Rules and to the Constitution,shares in the Company are transferable by any methodof transfer of marketable securities which isrecognised by the Corporations Law, SCH and ASX and is approved by the Directors.

If permitted to do so by the Listing Rules, the Directorsmay refuse to register a transfer of shares in theCompany or request SCH to apply a holding lock toprevent a transfer of CHESS Approved Securitiesregistered on the CHESS sub-register and must do so ifthe Listing Rules require or the transfer is in breach ofthe Listing Rules or a Restriction Agreement.

Directors

The number of Directors of the Company is to be notless than three nor more than eight (or any lessernumber than eight as is determined by the Directors,at present there is no such determination). TheCompany in general meeting may by resolutionincrease or reduce the number of Directors and mayalso determine the rotation in which the increased orreduced number is to retire from office.

The Directors are entitled to be remunerated for theirservices as Directors and the total amount or value ofthe remuneration must not exceed $120,000 perannum (excluding the remuneration of a managingdirector or any executive director in either capacity)or any other amount per annum determined by theCompany in general meeting.

The Company may remunerate a Director in additionto the above amount (as determined by the Directors)if the Director performs additional or special duties forthe Company at the request of the Directors.

A Director is not required to hold any shares.

Directors’ indemnity

To the extent permitted by law,every person who is orhas been a Director or company secretary of theCompany is entitled to be indemnified out of theproperty of the Company for every liability incurredby the person in that capacity and all legal costsincurred in connection with proceedings in which theperson becomes involved because of that capacity.

The Company may pay or agree to pay a premium fora contract insuring a person who is or has been aDirector or company secretary of the Company forsuch liability unless the Company would not bepermitted to do so by law.

10 Subject to the ASX Listing Rules,these Options arenot transferable except with prior writtenapproval of the Board of Directors.

11 The Options shall not be listed on the ASX.

8.2.4 Employee Incentive Option Scheme

On 8 September 2000 the Directors resolved to adoptthe “Barra Resources Employee Incentive OptionScheme” as a mechanism to recognise the ability andefforts of employees who will contributed to thesuccess of the Company, provide an incentive foremployees to achieve the long term objectives of theCompany and attract persons of experience andability to employment with the Company. There willbe no issue price for the Employee Options.

Each Employee Option issued under the Scheme isexercisable into one ordinary share in the Company atan exercise price to be determined by the Board (butnot less than the minimum exercise price permittedby the Listing Rules).

The other material terms of the Employee Options areas follows:

1 Application will not be made to ASX for OfficialQuotation of the Employee Options.

2 The Employee Options shall expire on the fifthanniversary of the date of their issue,except in thefollowing circumstances when they shall lapseimmediately:

(a) cessation of employment or directorship(except in the circumstances of 2(b) and 3below), where Employee Options have notbeen exercised within 30 days of suchcessation of employment or directorship;

(b) cessation of participant's contract of servicedue to gross misconduct, gross negligence,wilful disobedience;

(c) the optionholder goes into bankruptcy or itswinding up or deregistration is commenced(as appropriate).

3 The exercise of Employee Options is notineffective despite anything in point 2 abovewhere:

(a) the optionholder dies without havingexercised the Employee Options;

(b) a Director participant is removed by aresolution of the members of the Company;or

(c) the participant ceases to be a participant byreason of ill health or accident resulting inpermanent disability.

4 Employee Options are exercisable by lodging anotice in writing with the Company and attachinga cheque for the total exercise price of all theEmployee Options being exercised.

5 Employee Options must be exercised in multiplesof 100 unless the optionholder exercises allEmployee Options able to be exercised at thattime. The exercise of some Employee Optionsonly does not affect an optionholder's right toexercise the options at a later time.

6 Shares allotted pursuant to an exercise of options will be of the same class and will rank,from the date of allotment, equally with existingshares of the Company in all respects.

7 If there is any reorganisation of the issued capital, the number of Employee Options, or theExercise Price, or both will be reorganised (as appropriate) in accordance with the ASXListing Rules.

8 An optionholder shall not be entitled todividends in respect of unexercised EmployeeOptions.

9 Subject to the ASX Listing Rules, the EmployeeOptions are not transferable except with priorwritten approval of the Board of Directors.

A copy of the complete rules of the Scheme isavailable upon request by contacting the CompanySecretary.

At the date of this Prospectus, no Employee Optionshave been issued under the Scheme.

8.3 Material Contracts

The following are summaries of the significant termsof the material agreements which relate to thebusiness of the Company,and which are not otherwisesummarised in the notes to the Tenement Schedule inSection 7 of this Prospectus (refer 8.3.3 below).

8.3.1 Underwriting

The Company has entered into an UnderwritingAgreement with the Underwriter in respect of the Offer of Shares and Options made pursuant to this Prospectus. The Underwriter is not bound to underwrite the Offer unless and until it enters into


a sub-underwriting agreement in respect of 12,000,000Shares and 12,000,000 Attaching Options.

If the Offer of Shares and Options made by thisProspectus closes undersubscribed, the Underwritermust subscribe for Shares and Options so that theOffer is fully subscribed. In return, the Company is obliged to:

• pay the Underwriter an underwriting fee of$250,000; and

• grant to the Underwriter or its nominee 2,000,000options (“Underwriter Options”) to purchaseshares in the Company exercisable at $0.25 peroption on or before 31 August 2003.

The Underwriting Agreement provides that theUnderwriter is not obliged to underwrite the Offer andthe Company is not obliged to pay the fees referred toin the preceding paragraph,if:

(a) the All Ordinaries Accumulation Index (500)published by ASX falls below 2,850 points as atthe close of business on any 3 consecutiveBusiness Days after the date of the UnderwritingAgreement; or

(b) the Gold Index published by the ASX falls below640 points as at the close of business on any 3consecutive Business Days after the date of theUnderwriting Agreement; or

(c) the London PM gold fix price in United Statescurrency falls below US$260 per ounce as at theclose of business on any 3 consecutive BusinessDays after the date of the UnderwritingAgreement; or

(d) any of the following events occur and, in thereasonable opinion of the Underwriter reachedin good faith, the event has or is likely to have, orsuch events together have or are likely to have, amaterial adverse effect on the outcome of theOffer or is likely to give rise to a liability of theUnderwriter under section 729(1) of theCorporations Law:

(i) default by the Company under theUnderwriting Agreement;

(ii) an adverse change after the date of theUnderwriting Agreement in the tradingresults or financial position of the Companyor any subsidiary of the Company;

(iii) a contravention by the Company or anysubsidiary of the Company of any provisionof its Constitution, the ASX Listing Rules, the

Corporations Law or any other applicablelegislation or any requirement of the ASIC or ASX;

(iv) the outbreak of hostilities not presentlyexisting as at the date of the UnderwritingAgreement, whether war has been declaredor not, involving any one of Australia, theUnited Kingdom, or the United States ofAmerica;

(v) withdrawal or qualification on terms theUnderwriter,on a reasonable basis,considersunacceptable, of the approval for quotationof the Shares, underwritten by theUnderwriter, by ASX;

(vi) any person (other than the Underwriter)who has previously consented to theinclusion of its, his or her name in theProspectus or to be named in theProspectus, withdraws that consent;

(vii) any person gives a notice under section 730of the Corporations Law, or the Companybecomes aware of a significant change suchthat section 724 of the Corporations Lawapplies in relation to the Prospectus;

(viii) the ASIC gives notice of intention to hold ahearing in relation to the Prospectuspursuant to section 739(2) of theCorporations Law or makes an order undersection 739(4) of the Corporations Law;

(ix) it transpires that there was a statement that is false or misleading, inaccurate ormisrepresentative in or an omission from theProspectus or if any statement or forecast inthe Prospectus becomes false or misleading;

(x) it transpires that any of the results of the duediligence conducted in relation to the assetsand affairs of the Company and each of itssubsidiaries or any part of the materialmaintained by the Company in verificationof the statements in the Prospectus was falseor misleading or that there was materialomission therefrom;

(xi) there is a breach of the warranties given tothe Underwriter by the Company under theUnderwriting Agreement;

(xii) it transpires that the Prospectus does notcontain all such information as investors andtheir professional advisers would reasonablyrequire and reasonably expect to find in theProspectus for the purpose of making aninformed assessment of:


Killoran NL ACN 066 980 685 and HeronResources NL ACN 068 263 098. The purpose ofthis deed is to assign and novate to Barra therights and obligations of Connemara pursuant toan agreement with the other parties. The materialterms of this deed are set out in Note F to theTenement Schedule in Section 7.

• Deed of Assignment and Novation dated 17October 2000 between Barra and Barminco. Thepurpose of this deed is to assign and novate toBarra the rights and obligations of Barmincopursuant to an agreement with Western Areas NLACN 091 049 357. The material terms of this deedare set out in Note M to the Tenement Schedule inSection 7.

• Sale Agreement dated 14 September 2000between Barra, Barminco and Amalg ResourcesNL ACN 061 595 051 (“Amalg”). This agreement isfor the acquisition of Mining Lease M15/161 byBarra from Amalg. The material terms of thisagreement are set out in Note Q to the TenementSchedule in Section 7. Barminco is a party to theagreement for the purposes of confirming andagreeing that a heads of agreement dated 31 May1999 between Barminco and Amalg is toterminate and cease to have effect fromsettlement of the acquisition by Barra.

8.3.3 Acquisition Agreements

Notes (B) - (T) to the Tenement Schedule in Section 7of the Prospectus summarise the various agreementspursuant to which Barra has obtained an interest inthe tenements set out in the Tenement Schedule otherthan tenements acquired from Barminco andassociated entities. Certain of these agreementsrequire Barra to pay further amounts in order tosecure its interest in the tenements. Reference shouldbe made to these notes for details of the amounts thatBarra is required to pay.

8.4 Directors' and Experts' Interests

Other than as set out in paragraphs (1) to (7) below orelsewhere in this Prospectus, no director, underwriteror expert, and no firm in which any such person is apartner, has, as at the date that this Prospectus islodged with the ASIC, or had within two years beforethat date,an interest in the promotion of the Company,or in any property proposed to be acquired by theCompany in connection with its formation orpromotion,and no amounts have been paid or agreedto be paid (in cash or shares or otherwise):

(a) In the case of a director, either to induce him tobecome, or to qualify him as, a director orotherwise for services rendered by him or by anyfirm in which he is a partner in connection withthe promotion or formation of the Company; or

(b) In the case of an expert, for services rendered byhim or by any firm in which he is a partner inconnection with the promotion or formation ofthe Company.

1 Snowden Mining Industry Consultants Pty Ltd will be paid a fee of approximately$45,000 for the provision of the IndependentGeologist's Report contained in Section 5.

2 Deloitte Touche Tohmatsu will be paid a fee ofapproximately $15,000 for the preparation andprovision of the Independent Accountants’Report contained in Section 6.

3 Mallesons Stephen Jaques will be paid a fee ofapproximately $66,000 for the provision of theSolicitor's Report and for work performed inrelation to the due diligence process andlodgement of the Prospectus contained inSection 7.

4 Directors' Interests in Shares and Options as atthe date of this Prospectus:

No. of Shares No. of Options Direct Indirect Direct Indirect

John Charles Hocking - - 250,000 -

Peter Joseph Maloney - - 250,000 -

Robert George Colville - 2,000,000 2,000,000 2,000,000

(A) the assets and liabilities, financialposition and performance, profits andlosses, and prospects of the Company;and

(B) the rights attaching to the 20,000,000Shares to be issued at a price of 25 centsper share together with 20,000,000attaching Options to raise $5,000,000; or

(xiii) any written information supplied at any timeby the Company or any person on its behalfto the Underwriter in respect of any aspect ofthe Offer is or becomes false or misleading.

The Company also makes certain representations andwarranties and provides certain indemnities in favourof the Underwriter.

8.3.2 Related party contracts

Services by Barminco

Pursuant to a Service Agreement dated 16 October2000 between the Company and Barminco, Barmincohas agreed to provide geological, technical andadministrative services (“Services”) to the Companycommencing on the date on which the Company isgranted admission to the Official List of ASX.

In consideration for the provision of the Services, theCompany will pay to Barminco a fee representing theactual cost to Barminco of providing the Services plus 10%.

The term of this agreement is three years commencingfrom the date on which Barra is granted admission tothe official list of ASX. The term may be extended anagreement by both parties.

The agreement provides for the Company to haveaccess to Barminco’s records relating to thecalculation and payment of all components of the feepayable for the Services and for the Company to auditthose records.

Acquisition of tenements from Barminco

Pursuant to a Sale Agreement dated 16 October 2000between the Company, Connemarra Gold Mines Pty Ltd ACN 077 150 264, Old City Nominees Pty Ltd ACN 064 474 415 and Barminco, the Company haspurchased a number of mining leases, explorationlicences and prospecting licences from Barminco.Details of tenements may be found in the TenementSchedule to the Solicitor's Report at Section 7 of thisProspectus.

The sale is subject to unconditional permission beinggranted by ASX for the Company’s securities to belisted for quotation on the Official List and writtenconsent under the Mining Act being given for theproposed transfer of the tenements by 31 December2000, unless extended by Barminco.

Certain of the tenements the subject of this agreementhave royalty obligations attached to them in favour ofvarious third parties. These third parties are likely torequire Barra to assume responsibility for the paymentof these royalties before they will consent to a transferof the tenements to Barra. No such consents have yetbeen sought by Barra.

The consideration for the sale is the issue of20,000,000 Shares in the Company at an issue price of$0.25 per Share and 20,000,000 Vendor Options.

The value attributable to these tenements based onthe Independent Geologist’s Report forming part of this Prospectus ranges from $2.8 million to $6.7 million with a preferred value of $4.8 million.

Executive service agreement (Robert Colville)

Pursuant to an executive service agreement dated 16 October 2000, the Company has appointedRobert George Colville as managing director of theCompany. Mr Colville will receive a salary package of $180,000 plus a fully maintained motor vehicle. Theterm of Mr Colville’s service agreement is for 3 yearsbut may be terminated by either party giving threemonths notice.

Under the agreement,Mr Colville is required to devote85% of his time and attention and skill during businesshours, and at such other times as is reasonablynecessary, to the duties of his office.

Mr Colville may not be engaged in or concerned witha business which competes with the Company otherthan the holding of 5% of the issued share capital in acompeting company or in his capacity as a director ofBarminco or Heron Resources NL ACN 068 263 098.

Other

The following agreements have also been entered into between Barra and one or more related parties of Barra:

• Deed of Acknowledgement and Novation dated 18 October 2000 between Barra,Connemarra Gold Mines Pty Ltd ACN 077 150 264(“Connemara”), a company which is ultimatelycontrolled by the persons who control Barminco,

In this Prospectus the following terms and abbreviations have the following meanings, unless otherwise stated orunless the context otherwise requires:

"Application Form" means the application form enclosed with and forming part of this Prospectus. "Application" and"Applicant" have corresponding meanings.

"ASIC" means the Australian Securities and Investments Commission.

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

"Attaching Options" means options to subscribe for fully paid ordinary share in the Company on the terms set out insection 8.2.1, to be issued to investors, pursuant to this Offer.

"Au" means gold.

"Barminco" means Barminco Pty Ltd (ACN 009 411 349) as trustee for the Barminco Unit Trust.

"Board" means the Directors acting as a board from time to time.

"Business Day" has the meaning ascribed to it in the Listing Rules.

"Chairman" means the chairman of the Board.

"CHESS" means Clearing House Electronic Subregister System.

"CHESS Approved Securities" means securities of the Company which are approved by SCH in accordance with thebusiness rules made by SCH.

"Closing Date" means the latest date by which Applications must be received, being 4 December 2000 (subject to theright of the Directors to close the Offer earlier or to extend this date without notice).

"Company" or "Barra" means Barra Resources Limited (ACN 093 396 859).

"Constitution" means the Constitution of the Company.

"Corporations Law" has the meaning given to it by Part 3 of the Corporations (Western Australia) Act 1990 andreferences in the Corporations Law has the effect given to them by section 13 of that Act.

"Director" means a director of the Company.

"Director Options" mean options to subscribe for fully paid shares in the Company on the terms set out in section 8.2.3, issued to Directors of the Company.

“Employee Options”means options to be issued pursuant to the Scheme.

"g/t" means grams per tonne.

"Listing Rules" means the Official Listing Rules of ASX.

“Mining Act”means the Mining Act 1978 (WA).

“Native Title Act”means the Native Title Act 1993

"Offer" means the offer of Shares and Options under this Prospectus.

"Official List" means the Official List of ASX.

"Official Quotation" means quotation on the Official List of ASX.

"Option’ means an Attaching Option, a Directors Option, an Underwriter Option or a Vendor Option, as appropriate.

"Prospectus" means this prospectus which is dated 27 October 2000.

5 Non-Executive Directors' fees not exceeding$120,000 per annum in aggregate have beenapproved by the Company in general meeting.The level of these fees may be varied by theCompany in general meeting in accordance withthe Constitution. Non-Executive Directors mayalso be remunerated for additional specialisedservices performed at the request of the Board.The remuneration of Executive Directors will bedetermined by the Board. Reasonable expensesincurred by all directors on Company businessare reimbursable.

6 The Company has entered into a ServiceAgreement with Mr Robert George Colville(Managing Director) whereby Mr Colville willreceive a base salary of $180,000 plus a fullymaintained motor vehicle for a term of 3 years.

7 The Underwriter will be paid a fee $250,000 andgranted 2,000,000 Underwriter Options.

8.5 Consents and Liability of PersonsNamed in this Prospectus

The following parties have given their written consentsto the issue of this Prospectus with their reports orreferences to them included in the form and contextin which they are included and have not withdrawnthose consents before the lodgement of thisProspectus with the ASIC:

Snowden Mining Industry Consultants Pty Ltd has only been involved in the preparation of theIndependent Geological Consultant's Report inSection 5. They have not authorised or caused theissue of any other part of this Prospectus (other thanreferences to and comments regarding that reportelsewhere in this Prospectus). They have consented inwriting to the inclusion of their report and thosereferences and comments in the form and context inwhich they appear.

Deloitte Touch Tohmatsu has only been involved inthe preparation of the Independent Accountant’sReport in Section 6. They have not authorised orcaused the issue of any other part of this Prospectus(other than references to and comments regardingthat report elsewhere in this Prospectus). They haveconsented in writing to being named as auditor toBarra and to the inclusion of their report and thosereferences and comments in the form and context inwhich they appear.

Mallesons Stephen Jaques have only been involved inthe preparation of the Solicitor's Report set out inSection 7. They have not authorised or caused theissue of any other part of this Prospectus (other thanreferences to and comments regarding that report

elsewhere in this Prospectus). They have consented inwriting to the inclusion of their report and thosereferences and comments in the form and context inwhich they appear.

Bromley & Company has given and has not,at the dateof this Prospectus,withdrawn its written consent to theinclusion of its name and the references toinformation attributed to it in the form and context inwhich it is included in this Prospectus.

CIBC World Markets Securities Australia Limited hasgiven and has not, at the date of this Prospectus,withdrawn its written consent to being named in thisProspectus as Underwriter to the Offer. It does notmake, or purport to make, any statement in thisProspectus or on which a statement made in theProspectus is based other than as specified and, to themaximum extent permitted by law,expressly disclaimsand takes no responsibility for any part of theProspectus other than a reference to its name and astatement included in this Prospectus with its consent.

8.6 Expenses of the Offer

The total expenses of the Offer are as follows:$

Independent Consulting Geologist 45,000

Legal Fees 66,000

Independent Accountant 15,000

Printing and Postage 45,000

Listing, lodgement and other fees 79,000

Underwriting Fees 250,000

500,000

8.7 Litigation

As at the date of this Prospectus, Barra is not engagedin any material litigation and, so far as the Directorsare aware, no such litigation involving Barra isthreatened.

8.8 Directors' Authorisation

Each Director has consented in writing to thelodgement of this Prospectus with the ASIC.

Signed by:

John Charles Hocking (Director)

For and on behalf of Barra Resources Limited


9 . G L O S S A RY O F D E F I N E D T E R M S


"Restriction Agreement" means a restriction agreement within the meaning and for the purposes of the Listing Rules.

"Sale Agreement”means the agreement dated 16 October 2000 between Barminco and the Company,such agreementbeing particularly described in Section 6 of this prospectus.

"SCH" means ASX Settlement and Transfer Corporation Pty Ltd.

“Scheme”means the Barra Resources Employee Incentive Option Scheme adopted by the Board on 8 September 2000.

"Service Agreement" means a Service Agreement dated 16 October 2000 between Barminco and the Company.

"Shareholders" means holder of shares in the capital of Barra Resources Limited.

"Shares" means fully paid ordinary shares in the capital of the Company.

"Snowden”means Snowden Mining Industry Consultants Pty Ltd (ACN 085 319 562).

"Underwriter" means CIBC World Markets Securities Australia Limited (ACN 009 171 473).

"Underwriter Options" means 2,000,000 options to subscribe for fully paid shares in the Company on the terms set outon section 8.2.2, to be issued to the Underwriter pursuant to the Underwriting Agreement.

"Underwriting Agreement" means the underwriting agreement dated 26 October 2000 between the Underwriter andthe Company in relation to this Offer.

"Vendor Options" mean options to subscribe for fully paid shares in the Company on the terms set out in section 8.2.3,to be issued to Barminco in considered for the sale of properties.

"WST" means Western standard time.

References in this Prospectus to Sections are to Sections of this Prospectus.

References in this Prospectus to $ currency are to the currency of Australia unless otherwise indicated.

Words incorporating the singular or plural include the plural and singular respectively.

Documents

ACN 093 396 859 - Barra Resources · PDF fileprice of $0.25 per Share and 20,000,000 Attaching Options. UNDERWRITER TO THE ISSUE CIBC WORLD MARKETS SECURITIES AUSTRALIA LIMITED