EQUAMINERAL HOLDINGS LIMITED

ARBN 154 618 989

A company registered in the British Virgin Islands

Registration Number 1655704

PROSPECTUS

For an offer of up to 12,500,000 CDIs at an issue price of $0.20 each, to raise up to

$2,500,000.

IMPORTANT INFORMATION

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

consult your professional advisers without delay.

The CDIs offered by this Prospectus should be considered highly speculative.

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CONTENTS

1. CORPORATE DIRECTORY .............................................................................................. 3

2. IMPORTANT NOTICE ..................................................................................................... 5

3. CHAIRMAN’S LETTER ..................................................................................................... 8

4. INVESTMENT OVERVIEW ............................................................................................... 9

5. DETAILS OF THE OFFER ................................................................................................ 22

6. COMPANY AND PROJECT OVERVIEW ....................................................................... 25

7. RISK FACTORS ............................................................................................................. 28

8. INDEPENDENT COMPETENT PERSON’S REPORT .......................................................... 34

9. INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 83

10. SOLICITOR’S REPORT ON TENEMENTS ........................................................................ 94

11. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE .................................... 102

12. MATERIAL CONTRACTS ............................................................................................ 113

13. ADDITIONAL INFORMATION .................................................................................... 116

14. DIRECTORS’ AUTHORISATION ................................................................................... 135

15. GLOSSARY ................................................................................................................ 136

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1. CORPORATE DIRECTORY

DIRECTORS & COMPANY SECRETARIES CORPORATE ADVISER

Directors

Mr Colin Ikin Executive Chairman

Mr Robert Timmins Non-Executive Director

Mr David Porter Non-Executive Director

Joint Company Secretaries Mr James Cole Ms Julia Beckett

Local Agent in Australia Mr Robert Timmins

Wolfstar Group Pty Ltd Level 4

66 Kings Park Road West Perth WA 6005 Telephone: + 61 (0) 8 6141 3500 Facsimile: + 61 (0) 8 6141 3599

INVESTIGATING ACCOUNTANT

Pendragon Capital Limited Chartered Accountants

283 Rokeby Road Subiaco WA 6008 Telephone: + 61 (0) 8 9426 0666 Facsimile: + 61 (0) 8 9481 1947

REGISTERED AND PRINCIPAL OFFICES SOLICITORS

British Virgin Islands - Registered Office Palm Grove House PO Box 438, Road Town Tortola

British Virgin Islands VG1110

British Virgin Islands Maples and Calder Sea Meadow House PO Box 173

Road Town Tortola VG1110 British Virgin Islands

Australia - Local Agency Office

Wolfstar Group Limited Level 4, 66 Kings Park Road WEST PERTH WA 6005 Telephone: + 61 (0) 8 6141 3500

Facsimile: + 61 (0) 8 6141 3599

Australia

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000 Australia

United Kingdom - Principal Office

18b Charles Street London W1J 5DU

United Kingdom

Telephone: +44 (0) 20 3178 8914 Facsimile: +44 (0) 20 3178 8915

Email: mailto:info@equamineral.com

Republic of Congo

Emery Mukendi Wafwana & Associes Immeuble Clinique des Manguiers PO Box 542

Pointe-Noire Republic of Congo

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REGISTER OF MEMBERS AND CDI REGISTRY

INDEPENDENT GEOLOGIST

Australia

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth WA 6000

Australia

Telephone: 1300 557 010 Telephone: +61 (0) 3 9415 4000 (Outside Australia) Facsimile: +61 (0) 8 9323 2033

Email: web.queries@computershare.com.au

Coffey Mining (SA) Pty Ltd 1162 Hay Street West Perth WA 6005

Australia

REGISTERED AGENT

TMF (B.V.I.) Ltd Palm Grove House

PO Box 438 Road Town Tortola British Virgin Islands Telephone: +1 284 494 2616

Facsimile: +1 284 494 2704 Email: contact@tmf-group.com

WEBSITE PROPOSED ASX CODE

www.equamineral.com EQH

*These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

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2. IMPORTANT NOTICE

This Prospectus is dated 26 April 2012 and was lodged with the ASIC on that

date. The ASIC and its officers take no responsibility for the contents of this

Prospectus or the merits of the investment to which this Prospectus relates.

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

the date of this Prospectus.

No person is authorised to give information or to make any representation in

connection with this Prospectus, which is not contained in the Prospectus. Any

information or representation not so contained may not be relied on as having

been authorised by the Company in connection with this Prospectus.

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

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

considered highly speculative.

2.1 Exposure Period

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

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

participants prior to the raising of funds. You should be aware that this

examination may result in the identification of deficiencies in this Prospectus and,

in those circumstances, any Application that has been received may need to

be dealt with in accordance with Section 724 of the Corporations Act.

Applications for CDIs under this Prospectus will not be processed by the

Company until after the expiry of the Exposure Period. No preference will be

conferred on Applications lodged prior to the expiry of the Exposure Period.

2.2 Web site – electronic prospectus

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

www.equamineral.com. If you are accessing the electronic version of this

Prospectus for the purpose of making an investment in the Company, you must

be an Australian resident and must only access this Prospectus from within

Australia.

The Corporations Act prohibits any person passing an Application Form onto

another person unless it is attached to a hard copy of this Prospectus or it

accompanies the complete and unaltered version of this Prospectus. You may

obtain a hard copy of this Prospectus free of charge by contacting the

Company.

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

person if it has reason to believe that when that person was given access to the

electronic Application Form, the Application Form was not provided together

with the electronic Prospectus and any relevant supplementary or replacement

prospectus or any of those documents were incomplete or altered.

2.3 Website

No document or information included on the Company’s website is

incorporated by reference into this Prospectus.

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2.4 Forward-looking statements

This Prospectus may contain forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

Except where required by law, the Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus.

Forward looking statements are subject to various risk factors that could cause actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 4.5 of this Prospectus.

2.5 Competent Person’s Statement

The information on the Company’s Project contained in this Prospectus is based on information compiled by Mr Brendan Botha, an exploration geologist with 12 years experience in the mining industry and has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves and to be considered an “Expert” under the definitions provided in the Valmin Code. Mr Botha consents to the inclusion of information in these sections of the Prospectus based on his information in the form and context in which it appears.

2.6 Photographs and diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

2.7 CHESS and CDIs

Investors should note that as the Company is registered in the British Virgin Islands, they will be issued with CDIs under this Prospectus.

The Company will apply to participate in the Clearing House Electronic Subregister System (CHESS), which is the ASX electronic transfer and settlement system in Australia. Settlement of trading of quoted securities on the ASX market

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takes place on CHESS. CHESS allows for and requires the settlement of transactions in securities quoted on ASX to be effected electronically. No share or security certificates are issued in respect of shareholdings or security holdings that are quoted on ASX and settled on CHESS, nor is it a requirement for transfer forms to be executed in relation to transfers that occur on CHESS.

CDIs issued pursuant to this Prospectus will be used by the Company to hold and transfer title to the Shares. CDIs are electronic depository receipts issued and are units of beneficial ownership in securities registered in the name of CHESS Depository Nominees Pty Ltd (CDN). CDN is a wholly-owned subsidiary of ASX. The main difference between holding CDIs and Shares is that the holder of CDIs has beneficial ownership of the underlying Shares instead of legal title. Legal title to the underlying Shares is held by CDN. The Shares underlying the CDIs issued pursuant to this Prospectus will be registered in the name of CDN for the benefit of CDI Holders.

CDI Holders have the same economic benefits of holding the underlying Shares. CDI Holders are able to transfer and settle transactions electronically on ASX.

With the exception of voting rights, the CDI Holders are entitled to equivalent rights and entitlements as if they were legal owners of Shares. The CDI Holders will receive notices of general meetings of Shareholders. As CDI Holders are not the legal owners of the underlying Shares, CDN, which holds legal title to the Shares underlying the CDIs, is entitled to vote at shareholder meetings of the Company on the instruction of the CDI Holders on a poll, not on a show of hands. Alternatively, if a CDI Holder wishes to attend and vote at shareholder meetings, the holder may instruct CDN to appoint the holder (or a person nominated by the holder) as CDN’s proxy in respect of the underlying Shares beneficially owned by such holder for the purposes of attending and voting at a shareholder meetings of the Company. Holders of CDIs are entitled to one vote for every underlying Share held by CDN. Please see Sections 13.3 and 13.4 for more information about CDIs.

Investors should also note that the provisions of the Corporations Act dealing with the notification of substantial holdings and takeovers do not apply to the Company. Please see Section 13.5 for more information on the differences between the British Virgin Islands (BVI) and Australian company law.

2.8 Foreign Jurisdictions

This Prospectus does not constitute an offer in any place in which, or to persons to whom, it would not be lawful to make an offer. Distribution of this Prospectus in jurisdictions outside Australia may be restricted by law, and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

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3. CHAIRMAN’S LETTER

Dear Investor

On behalf of my fellow Directors, I am pleased to present this opportunity to you to become an investor in Equamineral Holdings Limited (Equamineral or the Company).

Equamineral is a company incorporated in the British Virgin Islands with its principal office in London, United Kingdom. The Company holds an 80% interest in its subsidiary company, Equamineral Group Limited (EGL). EGL is the parent company for Equamineral SA, the Congolese company that holds the Oyabi Iron Project (Oyabi Project) located in the Republic of Congo.

Equamineral will fund 100% of expenditure on the Oyabi Project up to completion of the Definitive Feasibility Study.

This Prospectus contains detailed information about Equamineral and its projects, in addition to independent professional reports. Please read this Prospectus carefully before you make your investment decision and, where necessary, consult your professional advisers.

Comprehensive technical information on the Oyabi Project is detailed in the Independent Competent Person’s Report set out in Section 8 of this Prospectus.

The Company is seeking to issue up to 12,500,000 CDIs at an issue price of $0.20 each, to raise up to $2,500,000, to provide funds towards commencing the initial exploration programme on the Oyabi Project.

Investors are invited to read the detailed information contained within this Prospectus concerning the Offer, the Company, its projects and the risks associated with investment in the Company and in an exploration company in general.

I encourage you to study this document in order to make an informed decision, before deciding to invest in Equamineral. On behalf of the Board of Directors, I thank you for your interest and look forward to welcoming you as an investor in the Company.

Yours faithfully

Colin Ikin Chairman

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4. INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for investors intending to apply for CDIs offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

4.1 The Company Group

The Company was incorporated on 23 June 2011 and is registered and governed by the laws of the BVI. The Company currently holds an interest in an exploration licence in respect of the Oyabi iron ore project located in the Republic of Congo (Oyabi Project) via its 80% owned subsidiary company, Equamineral Group Limited (BVI Registration No 16193321) (EGL).

EGL

EGL was incorporated on 8 December 2010 and is also domiciled in the British Virgin Islands. The Company holds 80% of the issued share capital in EGL, and the remaining 20% of EGL is held by Iron Africa Limited.

Iron Africa Limited is a company associated with Mr Colin Ikin, a director of the Company. Mr Ikin (through his associates) has an interest in 50% of the issued share capital of Iron Africa Limited (formerly known as Equamin Limited).

The remaining 50% interest Iron Africa Limited is held by R&H Trust Co. (Guernsey) Limited (as Trustee of the Resource Securities Trust). R&H Trust Co. (Guernsey) Limited is a substantial shareholder of the Company (details of which are set out in Section 4.9 of this Prospectus) however, is not a related party of the Company.

ESA Congo

EGL is the beneficial holder of 100% of the issued share capital in Equamineral SA (ESA Congo). EGL is the legal holder of 98% of the issued share capital in ESA Congo. The remaining 2% is held on trust for EGL. After listing the Company intends to transfer the legal holding from the trustees to EGL.

Organisational Chart

Equamineral Holdings Limited (Company)

Registered in the BVI

80% Iron Africa Limited 20%

Equamineral Group Limited

(EGL) Registered in the BVI

100%

Equamineral SA (ESA Congo)

Registered in the Republic of Congo

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Oyabi Project

The Kelle Iron Prospecting Licence (Kelle Prospecting Licence) was granted by

the Ministry of Mines and Geology on 25 October 2010 to ESA Congo. This Prospecting Licence is located in the Cuvette West Province in Congo-Brazzaville and covers an area of 6,119km2. Following a successful reconnaissance mission in 2010, which discovered iron mineralization within the area covered by the Kelle Prospecting Licence, ESA Congo applied for an exclusive exploration

licence (Oyabi Licence). The Oyabi Licence was granted to ESA Congo on 20 July 2011 for an initial period of 3 years. The Oyabi Licence covers an area of 956km2 within the original area covered by the Kelle Prospecting Licence. The

original Kelle Prospecting Licence has now expired.

Technical information on the Oyabi Project prepared by the Independent

Competent Person is detailed in the Independent Competent Person’s Report set

out in Section 8 of this Prospectus.

4.2 Business model

While the Company’s initial exploration focus will be on iron ore, the Company will also review the potential for economic mineralisation of various other commodities, including precious metals.

Going forward, the Company plans to fund acquisitions and exploration and development works through further capital raising and by farming out interests, together with obtaining debt financing where available and appropriate.

4.3 Objectives

The Company’s main objectives on completion of the Offer are:

• exploration and appraisal of the Oyabi Project; and

• assessment and if appropriate, acquisition of additional projects that are considered by the Board to add value to the Company.

On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

4.4 Key investment highlights

(a) Strong team of industry professionals and consultants;

(b) Experience in the country including a capable team of local employees;

(c) Supportive government;

(d) Favourable investment climate for iron ore projects; and

(e) Increasing global demand for iron ore.

4.5 Key investment risks

The Company’s business, assets and operations are subject to certain risk factors that have the potential to influence its operating and financial performance in the future. These risks can impact on the value of an investment in the Company’s securities.

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The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can effectively manage them is limited.

Set out below is a summary of some of the specific risks that the Company is exposed to. Further risks associated with an investment in the Company are outlined in Section 7.2.

Specific Risk Area

Risks

No JORC resource

The Oyabi Project does not have a JORC resource. Further exploration is required to determine the extent of the Company’s viable mineral deposits.

There can be no assurance that exploration of the Oyabi Licence, or any other tenements or licences that may be acquired by the Company in the future, will result in the discovery of a JORC Code compliant resource.

Political Risk The Company is conducting its activities in the Republic of Congo (Congo). Any changes in policy in Congo may result in legislative changes which may affect the Company’s ability to develop its Project.

No Geographical Diversification Risk

The Company’s Project is located in Congo. Any circumstances which negatively impact upon the project areas could materially affect the financial performance of the Company more significantly than if it had a diversified asset base.

No Takeover Protection Under the Corporations Act

As the Company is incorporated in the British Virgin Islands, the rights of Shareholders are governed by BVI law which differs in some respects from the rights of shareholders of companies incorporated in Australia.

Please refer to Section 13.5 of this Prospectus for further details.

The takeover provisions in the Corporations Act do not apply to the Company. There are no takeover provisions under the laws of the British Virgin Islands although please refer to Section 14.5 of this Prospectus for details of certain rights of Shareholders.

Litigation Risk The Company is exposed to possible litigation risks including tenure disputes, environmental claims, occupational health and safety claims and contractual claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position.

Liquidity Risk There are 12,900,006 Shares already on issue in the Company. A significant portion of these Shares are likely to be escrowed by the ASX as ‘restricted securities’. Some investors may consider that there is an increased liquidity

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Specific Risk Area

Risks

risk as a large portion of issued capital may not be able to be traded freely for a period of time.

Intangibles Risk A significant percentage of the Company’s assets are classified as intangible assets. Given the funding risk noted above, some investors may consider that there is an increased risk that the illiquidity of such intangible assets would mean they may be incapable of being distributed to shareholders should the Company be unable to continue as a going concern.

Exploration & Development Risk

By its nature, the business of mining exploration, project development and production contains elements of significant risk with no guarantee of success. There is also no certainty that assets will become producing assets and therefore economically viable.

Commodity Price Fluctuations Risk

The Company’s asset value and the economic viability of its exploration projects depend on the price of natural gas and oil. The Company’s ability to raise funds in the future is therefore likely to be sensitive to the price of natural gas and oil.

Environmental Regulations Risk

The Company’s operations are subject to the environmental risks inherent in the mining industry.

Project Risk Regulatory approvals may be required prior to work being undertaken on the ground. The granting of such approvals may take time to achieve and no guarantees can be given that the approvals will be granted.

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company and you should refer to the additional risk factors described in Section 7 of this Prospectus before deciding whether to apply for CDIs pursuant to this Prospectus.

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4.6 The Offer

The Company invites Applications for up to 12,500,000 CDIs at an issue price of $0.20 each, to raise up to $2,500,000.

The key information relating to the Offer and references to further details are set out below.

Indicative timetable*

Event Date

Lodgement of Prospectus with ASIC 26 April 2012

Opening Date 4 May 2012

Closing Date 5pm WST on 4 June 2012

Allotment of CDIs 11 June 2012

Dispatch of holding statements 20 June 2012

Expected date for quotation on ASX 25 June 2012

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

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

4.7 Purpose of the Offer

The purpose of the Offer is to facilitate an application by the Company for admission to the Official List of ASX and position the Company to seek to achieve the objectives set out above in Section 4.3.

4.8 Use of funds

The Company intends to apply funds raised from the Offer, together with existing cash reserves, over the first two years following the Company’s admission to the Official List of ASX as follows:

Funds available Full subscription ($2,500,000)

Existing cash reserves1 62,943

Funds raised from the Offer 2,500,000

Total 2,562,943

Expenses of the Offer2 312,943

Exploration & appraisal expenditure on the Oyabi Project3 and 4

1,450,000

Administration costs and working capital5

800,000

Total 2,562,943

1 Refer to the Financial Information set out in Section 9 of this Prospectus for further details.

2 Excludes a total amount of $42,689 that was paid prior to 18 March 2012 and $4,742 that was paid by Cominco (through the Cominco loan facility). Refer to Sections 13.10 and 12.1 of this Prospectus for further details.

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3 Exploration and appraisal expenditure is for work programmes as described in the Independent Geologist’s Report in Section 8. Details of the line items in this budget are set out in Section 16.1 of the Independent Geologist’s Report.

4 Includes repayment of the Loan amount of $89,391 for exploration expenditure incurred up until 18 March 2012. For further details of the Loan Agreement see Section 12.1 of this Prospectus.

5 Administration costs and working capital is for the corporate costs described in the Independent Geologist’s Report in Section 8.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

4.9 Capital structure

The Company’s capital structure following completion of the Offer (assuming full subscription) is summarised below1:

Shares2 Number

Shares currently on issue 12,900,006

Shares underlying the CDIs to be issued pursuant to the Offer 12,500,000

Total Shares on completion of the Offer 25,400,006

Options8 Number

Management Options currently on issue3 1,200,000

Total Options on completion of the Offer 1,200,000

1 Refer to the Financial Information set out in Section 9 of this Prospectus for further details.

2 The rights attaching to the Shares and CDIs are summarised in Section 13.2 and 13.3 of this Prospectus.

3 These Management Options were issued on 1 December 2011. Please refer to Section 13.6 of this Prospectus for the full terms and conditions of the Management Options.

Substantial Shareholders

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer (assuming full subscription) are set out in the respective tables below. Investors should note that the provisions of the Corporations Act dealing with the notification of substantial holdings and takeovers do not apply to the Company. Please see Section 14.5 for more information on the differences between BVI and Australian company law.

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As at the date of this Prospectus

Shareholder Shares Options % (undiluted)

% (fully

diluted)

R&H Trust Co. (Guernsey) Limited as Trustee of the Resource Securities Trust

4,067,263 Nil 31.53% 28.85%

Woolstores Developments Pty Ltd1 3,868,580 Nil 29.99% 27.44%

Macquarie Bank Limited 773,716 Nil 6.00% 5.49%

1 Woolstores Developments Pty Ltd is a company associated with Mr Colin Ikin, a Director. Mr Ikin’s wife, Suzanne Ikin is the sole shareholder and director of Woolstores Developments Pty Ltd.

On completion of the Offer (assuming no existing substantial Shareholder

subscribes and receives additional Shares pursuant to the Offer)

Shareholder Shares Options % (undiluted)

% (fully

diluted)

R&H Trust Co. (Guernsey) Limited as Trustee of the Resource Securities Trust

4,067,264 Nil 16.01% 15.29%

Woolstores Developments Pty Ltd1 3,868,580 Nil 15.23% 14.54%

1 Woolstores Developments Pty Ltd is a company associated with Mr Colin Ikin, a Director. Mr Ikin’s wife, Suzanne Ikin is the sole shareholder and director of Woolstores Developments Pty Ltd.

The Company will announce details of its top-20 Shareholders (following completion of the Offer) to the ASX prior to the CDIs commencing trading on ASX.

4.10 Restricted securities

Subject to the Company being admitted to the Official List, certain Shares and Options on issue prior to the Offer will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. It is estimated that a total of 12,900,006 Shares (or CDIs), and 1,200,000 Management Options will be subject to ASX imposed escrow as follows: • 10,000,006 Shares for 24 months from the date of Official Quotation

(primarily held by directors and their associated entities and substantial holders);

• 1,200,000 Management Options for 24 months from the date of Official

Quotation; and

• 2,900,000 Shares for 12 months from their date of issue, being until 1 December 2012.

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During the period in which these securities are prohibited from being transferred, trading in CDIs will be less liquid which may impact on a Shareholder’s ability to dispose of his or her Shares in a timely manner.

The Company will announce to the ASX full details (quantity and duration) of the CDIs and Options required to be held in escrow prior to the CDIs commencing trading on ASX.

4.11 Financial information

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection. Please also refer to the Company’s balance sheet which is included in the Financial Information contained in Section 9 and to the Investigating Accountant’s Report which is contained in Section 10 of this Prospectus.

4.12 Taxation

The acquisition and disposal of CDIs will have tax consequences, which will differ depending on the tax status (including residing for tax purposes) and individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring CDIs from a taxation viewpoint and generally.

The Company is not liable to pay any form of taxation in the BVI and all dividends, interests, rents, royalties, compensations and other amounts paid by the Company to persons who are not persons resident in the BVI are exempt from all forms of taxation in the BVI and any capital gains realised with respect to any shares, debt obligations, or other securities of the Company by persons who are not persons resident in the BVI are exempt from all forms of taxation in the BVI.

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not persons resident in the BVI with respect to any shares, debt obligation or other securities of the Company.

Subject to the payment of stamp duty on the acquisition of property in the BVI by the Company, all instruments relating to transfers of property to or by the Company and all instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt from payment of stamp duty in the BVI.

There are currently no withholding taxes or exchange control regulations in the BVI applicable to the Company or its shareholders.

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

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4.13 Dividend policy

The Company anticipates that significant expenditure will be incurred in the evaluation and development of its Project. These activities, together with the possible acquisition of interests in other projects, are expected to dominate the two year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

Any future determination as to the payment of dividends by the Company will be at the Directors’ discretion and will depend on the availability of distributable earnings and operating results and the Company’s financial condition, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

4.14 Directors and key personnel

• Colin Ikin - Executive Chairman

Colin was a stockbroker for 17 years. He has extensive experience as CEO of several mining companies listed on the ASX and AIM. Colin has developed gold, copper, nickel and cobalt mines in Australia and Africa, including the Bulong pressure acid leach Nickel Cobalt mine and the Horseshoe polymetallic mine. Colin is a non-executive director of Cominco Resources Ltd, a company currently developing the Hinda phosphate and uranium project in the Republic of Congo. He has played a major role in property developments in Indonesia and Australia. Colin is currently Executive Chairman of Namibian Copper NL. Colin does not expect that his directorships with other companies or other business activities will interfere with his ability to act as Executive Chairman to the Company.

• Robert Timmins - Non-Executive Director Robert (Bob) Timmins has 38 years experience in mineral and oil exploration. Bob founded Timmins Geophysics Pty Ltd in 1978, a geophysical consulting and contracting company. With up to 35 employees this company was principally involved in the acquisition and interpretation of electromagnetic, magnet (including polarization) and gravity data. Geophysics customers’ included iron explorers: CR, Hamersley Iron, BHP, CSR and others. Bob conducted and interpreted the initial geophysics and sited the drilling which led to the discovery of the Yandie iron ore deposit. Timmins Geophysics (1988) merged with ASX listed Aerodata Holdings to form World Geoscience Corporation (“WGC”). WGC managed the conducting, reporting and presentation of the initial European Union sponsored airborne geophysical survey of Namibia and Botswana. Bob has consulted extensively in Australia, Africa (Namibia, Botswana, South Africa, Tanzania, Kenya and Central African Republic) and the Americas.

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Currently Bob is Non-executive Director of ASX listed Namibian Copper NL and Managing Director of unlisted Namibian Aquaculture Technology. Bob does not expect that his other business activities will interfere with his ability to act as Non-Executive Director to the Company.

• David Porter - Non-Executive Director

David has 40 years experience in the mining industry, since graduating from the University of Western Australia with a BSc (Hons) degree in 1971. He also holds a MSc degree and is a fellow of the Australasian Institution of Mining and Metallurgy. From 1971 to 1989 David worked for numerous multinational and small mining/exploration companies, including Hamersley Exploration Ltd where he explored with success for Marra Mamba-type iron deposits and mapped the Brockman and other iron deposits. David was an executive director and exploration manager of Gasgoyne Gold Mines NL from 1989 until 1996, and managed the Yilgarn Star feasibility study in 1990/1991. Gasgoyne produced over 100,000 ounces of gold per year from the Yilgarn Star Mine until it was taken over in 1996 by Sons of Gwalia Ltd in a A$180 million transaction. Since 1996, David has been involved in managerial roles and directorships with mineral exploration companies. These include Diversified Mineral Resources from 1996 to 1999 which developed the Agbaou gold deposit in Cote d’Ivoire; Africwest Gold NL from 1997 to 1999 which became Mincor Resources Ltd operating the Kambalda nickel mines in Western Australia; and Alcaston Mining NL from 2001 to 2005. Over the past five years he has been actively pursuing coal, iron ore and base metal projects in central and southern Africa. He was founding Chairman of Cam Iron SA which was taken over by Sundance Resources Ltd in 2006 (which is now subject to a $1.5 billion takeover and is developing the $4.5 billion Mbalam iron ore project in Cameroon). He was also Chairman of Congo Iron SA and instrumental in the acquisition of the Nabeba iron ore deposit in Congo Brazzaville. David was involved in the vend of coal deposits into two ASX-listed companies in 2007 and 2008. One company, Resource Generation Ltd has completed a BFS on the company’s coal project located in the Waterberg Coal province of South Africa. David does not expect that his other business activities will interfere with his ability to act as Non-Executive Director to the Company.

• James Cole, B.Acc. C.A. - Joint Company Secretary

James qualified as a CA with PKF and has held a number of positions as CFO of mining and exploration companies listed on LSE, AIM, TSX and other international exchanges. As CFO of Crew Gold, he saw its market capitalisation grow from $30,000,000 to $990.000.000, and its employees from 120 to 1,200 globally. His most recent position is with a mineral explorer in the Republic of Congo.

• Julia Beckett, CSA(Cert) - Joint Company Secretary

Ms Julia Beckett holds a Certificate in Governance Practice and Administration and is a Certificated Member of Chartered Secretaries Australia.

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Julia is a corporate governance professional, having worked in corporate administration and compliance for the past 5 years. She has been involved in business acquisitions, mergers, initial public offerings and capital raisings, as well as statutory and financial reporting. Julia is currently Company Secretary of Frontier Resources Ltd and Parker Resources NL.

Management and Consultants The Company is aware of the need to have sufficient management to properly supervise the exploration and the development of the projects in which the Company has, or will in the future have, an interest and the Board will continually monitor the management roles in the Company. As the Company’s Project requires an increased level of involvement the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company’s Project.

4.15 Corporate governance

To the extent applicable, in light of the Company’s size and nature, the Company has adopted The Corporate Governance Principles and

Recommendations (2nd Edition) as published by the ASX Corporate Governance Council (Recommendations).

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined in Section 11.1 of this Prospectus and the Company’s compliance and departures from the Recommendations are set out in Section 0 of this Prospectus.

In addition, the Company’s full Corporate Governance Plan is available from its website (www.equamineral.com).

4.16 Disclosure of interests

For each of the Directors, the proposed annual remuneration for the financial year following the Company being admitted to the Official List together with the relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus is set out in the table below.

Director Remuneration (AU$) Shares Management Options1

Colin Ikin2 $300,000 3,868,5803 Nil

Robert Timmins $25,000 Nil 500,000

David Porter $25,000 Nil 500,000

1 Please refer to Section 13.6 of this Prospectus for the full terms and conditions of the Management Options.

2 Mr Ikin holds an indirect beneficial interest in Iron Africa Limited (the 20% holder of Equamineral Group Limited). Further details are set out in Sections 4.1 and 12.2 of this Prospectus.

3 Mr Ikin’s Shares are held by Woolstores Development Pty Ltd, a company in which Mr Ikin has an indirect beneficial interest.

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4.17 Agreements with Directors or related parties

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

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and

(b) for the Board to consider such a matter, the Director who has a material personal interest may be present while the matter is being considered at the meeting and can vote on the matter at board level, and be included among the Directors present at the meeting for the purposes of a board meeting quorum. However, the ability for an interested

director to vote on a transaction at board level will not affect the

operation of the Listing Rules on related party transactions.

Deeds of indemnity, insurance and access

The Company has entered into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, the Company agrees to indemnify each officer to the extent permitted by the BVI Business Companies Act against any liability arising as a result of the officer acting as an officer of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain circumstances.

Related Party Transactions

The Company has entered into the following related party transactions:

(a) the Loan Agreement in relation to exploration expenses incurred by the Company to date, as set out in Section 12.1;

(b) the Joint Venture Agreement relating to the operation of Equamineral Group Limited as the incorporated vehicle for the Oyabi Project, as set out in Section 12.2;

(c) the Royalty Agreement for the payment of a royalty to Iron Africa Limited, as set out in Section 12.3;

(d) the grant of the Management Options to each of Robert Timmins and David Porter;

(e) Mr Colin Ikin is contracted to act in the capacity as Executive Chairman of the Company. Mr Ikin’s engagement will commence on the date this Prospectus is lodged with ASIC. Mr Ikin will receive an annual salary of $300,000 per annum. Please refer to Section 12.5 for full details of the Service Contract; and

(f) the payment of director fees of $25,000 to Robert Timmins and David Porter.

Management Options

The Management Options issued to each Director (Related Parties) set out above were issued on 1 December 2011. The value of the financial benefit of the Management Options was calculated by internal management of the Company using the Black & Scholes option model. Based on this model and on

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the assumptions set out below, the Management Options were ascribed the following value:

Assumptions:

Valuation date 2 April 2012

Market price of Shares 0.20

Exercise price 0.30

Expiry date (length of time from issue) 3 years

Risk free interest rate 3.52%

Volatility (discount) 50% 75% 100%

Indicative value per Related Party Option 4.805 cents 8.130 cents 11.079 cents

Total Value of Related Party Options $57,660 $97,560 $132,948

Robert Timmins $24,025 $40,650 $55,935

David Porter $24,025 $40,650 $55,935

It should be noted that the valuation is not necessarily the market price that the Management Options could be traded at and is not automatically the market price for taxation purposes. It is not considered that there are any risks associated with this related party transaction however the following points are noted:

(a) the grant of the Management Options is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considered the grant of the Management Options reasonable in the circumstances;

(b) the primary purpose of the grant of the Management Options is to provide a performance linked incentive component in the remuneration package and to motivate and reward the performance of the Related Parties in their respective roles as Directors;

(c) the grant of the Management Options to the Related Parties will align the interests of the Related Parties with those of Shareholders;

(d) the grant of the Management Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and

(e) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Management Options upon the terms proposed.

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5. DETAILS OF THE OFFER

5.1 The Offer

Pursuant to this Prospectus, the Company invites Applications for up to 12,500,000 CDIs at an issue price of $0.20 each, to raise $2,500,000.

Subject to the Company being admitted to the Official List, investors should note that CDIs offered under this Prospectus will trade on ASX. Refer to Sections 2.7 and 13 for further explanation of CDIs. With the exception of voting rights, the CDIs will have equivalent rights and entitlements as the Shares underlying the CDIs. Please see section 2.7 and 13.3 for details on voting entitlements of CDI Holders.

5.2 Minimum subscription

If the minimum subscription to the Offer of $2,500,000 has not been raised within four (4) months after the date of this Prospectus, the Company will not issue any CDIs and will repay all application moneys for the CDIs within the time prescribed under the Corporations Act, without interest.

5.3 Applications

Applications for CDIs under the Offer must be made using the Application Form attached to or accompanying this Prospectus.

Applications for CDIs must be for a minimum of 10,000 CDIs and thereafter in multiples of 1,000 CDIs and payment for the CDIs must be made in full at the issue price of $0.20 per CDI.

Completed Application Forms and accompanying cheques or bank drafts, made payable to “Equamineral Holdings Limited – Share Application Account” and crossed “Not Negotiable”, must be mailed or delivered to:

Computershare Investor Services Pty Ltd GPO Box D182 PERTH WA 6840 or Computershare Investor Services Pty Ltd Level 2, 45 St George’s Terrace PERTH WA 6000 Application Forms must not be circulated to prospective investors unless accompanied by a copy of this Prospectus.

The Company reserves the right to extend the Closing Date or close the Offer early.

5.4 ASX listing

Application for Official Quotation by ASX of the CDIs offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus.

If the CDIs are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Prospectus, or such period as varied by

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the ASIC, the Company will not issue any CDIs and will repay all Application moneys for the CDIs within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the CDIs is not to be taken in any way as an indication of the merits of the Company or the CDIs now offered for subscription.

5.5 Allotment

Subject to the minimum subscription to the Offer being reached and ASX granting conditional approval for the Company to be admitted to the Official List, allotment of CDIs offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the allotment and issue of the CDIs or payment of refunds pursuant to this Prospectus, all Application moneys will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

The Directors will determine the allottees of all the CDIs in their sole discretion. The Directors reserve the right to reject any Application or to allocate any applicant fewer CDIs than the number applied for. Where the number of CDIs issued is less than the number applied for, or where no allotment is made, surplus Application moneys will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

5.6 Applicants outside Australia

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the CDIs or otherwise permit a public offering of the CDIs the subject of this Prospectus in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

If you are outside Australia it is your responsibility to obtain all necessary approvals for the allotment and issue of the CDIs pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

The Offer pursuant to an electronic Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia.

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5.7 Oversubscriptions

The Company will not accept any oversubscriptions. The maximum amount which may be raised under this Prospectus is $2,500,000.

5.8 Not underwritten

The Offer is not underwritten.

5.9 Commissions payable

The Company reserves the right to pay a commission of 5% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensee in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

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6. COMPANY AND PROJECT OVERVIEW

6.1 Company Background

The Company’s 80% subsidiary company, Equamineral Group Limited, holds its interest in the Project via its wholly owned Congolese subsidiary, Equamineral SA (ESA Congo).

6.2 Background on the Republic of Congo

The Republic of Congo (Congo-Brazzaville) is a Central African country with a population of 3.7 million and an economy dominated by oil production. Major international firms, including Total, Eni and Chevron have carried out oil exploration and commercial production for over 30 years.

Congo-Brazzaville enjoys relative political and social stability. Current mining legislation is progressive and largely supportive of foreign investment, putting the country on par with several others in the sub-region where iron ore is being exploited.

6.3 Project Overview

A summary of the Company’s Project is set out below. Please also refer to the

Independent Competent Person’s Report at Section 8 and the Solicitor’s Report

on Tenements at Section 10 of this Prospectus for more detailed information on

the Company’s Project.

The Kelle Iron Prospecting Licence (Kelle Prospecting Licence) was granted by

the Ministry of Mines and Geology on 25 October 2010 to ESA Congo. This Prospecting Licence is located in the Cuvette West Province in Congo-Brazzaville and covers an area of 6,119km2. Following a successful reconnaissance mission in 2010, which discovered iron mineralization within the area covered by the Kelle Prospecting Licence, ESA Congo applied for an exclusive exploration

licence (Oyabi Licence).

The Oyabi Licence covers an area of 956km2 within the original area covered by the Kelle Prospecting Licence. The original Kelle Prospecting Licence has now

expired.

The Oyabi Licence was granted to ESA Congo on 20 July 2011 for an initial period of 3 years. The Oyabi Licence expires on 20 July 2014 although, pursuant to the licence conditions, may be renewed to 20th July 2016 at the election of ESA Congo, and thereafter to 20 July 2018. On each renewal of the Oyabi Licence ESA Congo is required to relinquish 50% of the licence area. The location of the relinquished area can be nominated by ESA Congo.

An Exploration Licence confers on its titleholder the exclusive right of exploration (to an unlimited depth) for the substances covered by and within the surface area set out in the licence. Holders of exploration licences in respect of defined surface areas have priority for the issue of an exploitation licence in the event of successful exploration. Exploitation licences are valid for an initial period not exceeding 25 years and are renewable, upon demand by their titleholder, for periods of 15 years each. The Exploitation Licence may be assigned, transferred and sublet with the prior consent of the Ministry of Mines. Exploitation licences can be withdrawn, followed by a decision of the Council of Ministers, if the holder has not commenced development works in the mining area within 12 months of being awarded the licence.

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The Oyabi Licence conditions require approximately $1,232,000 (being the equivalent of €975,000 and based on an exchange rate of AUD$1:€0.79) to be spent over three years on exploration. The Company is proposing a two year exploration programme costing approximately of $1,450,000 to verify and determine the extent of iron ore deposits in the Oyabi Licence area.

6.4 Local Geology

The Oyabi Licence comprises metamorphic rocks of the Ivindo massif, which are similar to the Chaillu massif in the south. These metamorphic units extend into large areas of Gabon, Cameroon as well as western Republic of Congo. The massif is composed of granitoids that are present in metamorphic enclaves of different types.

The base complex is formed by cataclastic granites, orthogneiss and migmatite constituting 80% to 90% of the surface area. The most common facies corresponds to calc-alkaline metagranites, biotite to hornblende granodiorite and locally predominantly quartzitic—metadiorite or metagabbro. These metamorphic units have been mylonitized during the Eburnean event, which is responsible for major changes in structure and distribution. The predominant facies in the Oyabi Licence appears to be migmatites with later porphyritic granites cutting across the basement massif.

Metamorphic rocks occurring as enclaves in the basement consist mainly of gneiss, amphibolites, quartz, and ferruginous schists with a sericite-chlorite alteration. Their origins are most probably volcano-sedimentary which were metamorphosed to form Birimian greenstone belts, as observed in Cameroon. These greenstone belts include iron-bearing volcano-sedimentary belts. Ferruginous quartzite within amphibole-gneiss occurs as narrow belts that sometimes can be correlated with neighbouring belts in Gabon and southern Cameroon.

The Oyabi Licence includes several of these belts including:

• The Youkou-Okanya-Soze alignment, approximately 45km in length striking north south. Quartzite is poorly represented except in the north were there are known occurrences of iron quartzite at Youkou.

• The Bondjodjouala belt, composed of ortho-amphibolite, is associated with ultramafic rocks, which extends into Gabon and has associated itabirites.

• The major Abolo N’Goyboma belt strikes northwest southeast and continues into Gabon. In Gabon the belt is predominantly made up of gneiss, but in Congo-Brazzaville it includes well-developed quartzite massifs without iron mineralization.

Subsequent to the granting of the Oyabi Licence a detailed aeromagnetic and radiometric survey was planned and flown (January 2012) based on the results of the 2010 reconnaissance mission. This survey was designed to delineate features which may be related to iron mineralisation within the Oyabi Licence. Results of this survey are being processed and interpreted. On receipt of the final reports, potential targets will be visited for mapping, sampling, and analysis.

Also planned is a high speed laser pulse LiDAR (Light Detection and Ranging) survey which will generate a 3D structural framework of the topography which is largely obscured by vegetation. Anticipated accuracy is 5 – 10 centimetres for

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the X and Y axes, and less than 8 centimetres for the Z axis. Ultimately the results of this survey will be used in calculations determining potential areal distribution and tonnage estimations associated with any mineralized zones.

6.5 Reconnaissance by Equamineral

In November 2010 Equamineral conducted a site visit to verify the information from the interpretation of the Google and Landsat images and to obtain samples of iron mineralization that occurs in the area.

Equamineral also had satellite data processed with SRTM (Shuttle Radar Topographic Mission) to produce a digital terrain model (DTM) of the Kéllé Prospecting Licence.

The occurrence of ferruginous quartzite was verified during the site inspection and various samples were taken throughout the Kéllé Prospecting Licence. The work focussed on the areas that were identified through the analysis of the Google images, namely Oyabi.

Technical information on the Oyabi Project prepared by the Independent Competent Person is detailed in the Independent Competent Person’s Report set out in Section 8 of this Prospectus.

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7. RISK FACTORS

7.1 Introduction

The CDIs offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors consider the risk factors described below (together with information contained elsewhere in this Prospectus) and to consult their professional advisers before deciding whether to apply for CDIs pursuant to this Prospectus.

There are specific risks which relate directly to our business. In addition, there are other general risks, many of which are largely beyond our control. The risks identified in this Section, or other risk factors, may have a material impact on the Company’s financial performance and the market price of the CDIs.

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

7.2 Company specific

(a) No JORC Resource

The Oyabi Project does not have a JORC resource. Further exploration is required to determine the extent of the Company’s viable mineral deposits.

There can be no assurance that exploration of the Oyabi Licence, or any other tenements or licences that may be acquired by the Company in the future, will result in the discovery of a JORC Code compliant resource.

(b) Political risk

The Company is conducting its activities in Congo. The Directors believe that the Government of Congo supports the development of natural resources by foreign investors. However, there is no assurance that future political and economic conditions in Congo will not result in the Government of Congo adopting different policies regarding foreign development and ownership of mineral resources. Any changes in policy may result in legislative changes affecting ownership of assets, taxation, rates of exchange, environmental protection, labour relations, repatriation of income and return on capital, all of which may affect the Company’s ability to develop the Project.

Pursuant to the laws of Congo Brazzaville, mineral deposits are the property of the federal government with the ability to purchase surface rights. Generally speaking, Congo Brazzaville has not had a history of native land claims being made against the state's title to land. There is no guarantee, however, that they will not, in the future have a deleterious effect on the Company’s progress of development and future production.

(c) Reliance on Key Personnel and Lack of Executive Directors

The Company’s ability to implement its business strategy and develop its competitive position is dependent, to a large degree, on the services of

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highly-skilled employees and consultants with technical, mining, processing and infrastructure expertise including geological, metallurgical and engineering experts, some of which are in short supply. It is possible that the Company may experience difficulty attracting and retaining sufficient numbers of skilled employees.

The success of the operations and activities of the Company is also dependent to a significant extent on the judgement and abilities of its senior management. In the event that any member of senior management leaves the Company, the Company may seek to appoint a successor, however the Company cannot guarantee that any such successor will have the same level of expertise, competence or ability as existing management.

The Company’s inability to recruit sufficient qualified employees, the loss or diminution in the services of members of the senior management team or an inability to attract and retain additional or replacement senior management could have a material adverse effect on the Company’s business, financial condition, results of operations or prospects.

(d) No geographical diversification

The Company’s Project is located in the Republic of Congo. Any circumstance or event which negatively impacts the ownership or development of these areas or which negatively affects Congo could materially affect the financial performance of the Company and more significantly than if it had a diversified asset base.

(e) Foreign exchange rate risk

The Company’s reporting currency is the Australian Dollar. The local currency in Congo Brazzaville is the Central African Franc (CFA), which as at 20 April 2012 has a fixed exchange rate of CFA 655.957 to 1 Euro; and a floating exchange rate of CFA 515.081 to 1 Australian Dollar.

Most of the Company’s in country costs for the Oyabi Project will be denominated in CFA francs and Euros. The Directors also expect the Company to hold assets and incur liabilities in other foreign currencies, including pound sterling. Consequently, variations in the value of the Euro and consequently the CFA franc relative to the Australian Dollar and other foreign currencies may result in an impact in the Company’s financial performance.

(f) Joint venture parties, agents and contractors

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

(g) No Takeover Protection under Corporations Act

As a company incorporated in the British Virgin Islands, the rights of Shareholders are governed by BVI law. The rights of shareholders under

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BVI law differ in some respects from the rights of shareholders of companies incorporated in Australia. Please refer to Section 13.2 of this Prospectus for further details.

As the company is incorporated in the British Virgin Islands, the takeover provisions in the Corporations Act do not apply to the Company. There are no takeover provisions under the laws of the British Virgin Islands although please refer to Section 13.5 of this Prospectus for details of certain rights of Shareholders.

(h) Inability to Enforce Judgments in BVI Jurisdiction

As a Company incorporated under the BVI Business Companies Act 2004, the rights of Shareholders will be governed by BVI law and the Company’s Memorandum and Articles.

The rights of Shareholders under BVI law may differ from the rights of Shareholders of companies incorporated in other jurisdictions. Some of the named experts referred to in this document are not residents of Australia and all of the Company’s assets are located outside of Australia. As a result, it may be difficult for investors to effect service of process on those persons in Australia or to enforce in Australia, judgments obtained in Australian courts against the Company or those persons who may be liable under Australian law.

Uncertainty exists as to whether courts outside Australia would enforce judgments obtained in other jurisdictions, including Australia, against the Company or the Directors or officers under the securities laws of those jurisdictions or entertain actions in BVI or the Republic of Congo against the Company or the Directors or officers under the securities laws of other jurisdictions.

(i) Funding Risk

At the date of this Prospectus, the Company has no income producing assets and will generate losses for the foreseeable future. Until it is able to develop a project and generate appropriate cash flow, it is dependent upon being able to obtain future equity or debt funding to support long term exploration, after the expenditure of the net proceeds raised under the Offer. Neither the Company nor any of the Directors or any other party can provide any guarantee or assurance that if further funding is required, such funding can be raised on terms favourable to the Company.

Any additional equity funding will dilute existing Shareholders. Also, no guarantee or assurance can be given as to when a project can be developed to the stage where it will generate cash flow. As such, a project would be dependent on many factors, for example exploration success, subsequent development, commissioning and operational performance.

If sufficient capital is not raised under the Offer to meet existing licence commitments and secure the Company’s operational future based on the current business plan, the Company will seek to reduce overheads, farm out interests in and/or realise its existing assets. The Directors believe that these conditions indicate the existence of a material uncertainty

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which may cast significant doubt about the Company's ability to continue as a going concern.

Should the capital raising under the Offer not be sufficient and the Company not be able to achieve the reductions in overheads and the realisation of existing assets as discussed above, the going concern basis of the Company would no longer be appropriate.

(j) Litigation Risk

The Company is exposed to possible litigation risks including tenure disputes, environmental claims, occupational health and safety claims and contractual claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position.

7.3 Industry specific

(a) Exploration and development risks

To date, there has been limited exploration on the Tenements and there is not presently any JORC Code compliant resources on the Tenements. Potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the Tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

(b) Environmental Regulations risk

The exploration, development and production of natural resources can be hazardous to the environment. The Project is subject to Congo laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all exploration projects, the Project may have a variety of environmental impacts should development proceed.

The Company intends to conduct its activities in an environmentally responsible manner. However, the Company could be subject to liability due to risks inherent to its activities. The Company may incur substantial costs for environmental rehabilitation, damage control and losses by third parties resulting from its operations.

(c) Project Risk

Mining exploration and development licences are subject to periodic renewal and Ministerial discretion. In particular, there is no guarantee that applications for future exploration licences or production licences will be approved. Renewal and transfer conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the exploration licences comprising the Company’s Project.

Interests in Congolese mining licences are governed by the relevant domestic legislation and are evidenced by the granting of licences. Each licence is for a specific term and carries with it annual expenditure

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and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in a licence if conditions are not met or if insufficient funds are available to meet expenditure commitments.

The imposition of new conditions or the inability to meet conditions may adversely affect the operations, financial position and/or performance of the Company.

The acquisition and retention of title to mineral rights is a detailed and time-consuming process. Whilst the Company has investigated its title to, rights over and interests in the Oyabi Licence to ensure title to its Project is valid and remains in good standing. However, this should not be construed as a guarantee of the Company’s title to such assets.

The Company’s rights under the Oyabi Licence and its other assets may be subject to prior unregistered agreements or transfers that have not been recorded or detected through title research and title may be affected by such undetected defects. They may also be affected by other risks identified in this Prospectus, including the risks identified above. There can be no assurance that the Company’s title to the Oyabi Licence or other assets will not be challenged, impaired or impugned. Any such challenge could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations.

(d) Resource estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates, which when made, may change significantly when new information becomes available. In addition, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Company encounter geological and geophysical data different from those predicted by past seismic data and drilling, resource estimates may have to be adjusted and development plans may have to be altered in a way which could have a positive or negative effect on the Company’s operations.

7.4 General risks

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

(b) Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

• the general economic outlook;

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• the introduction of tax reform or other new legislation;

• interest rates and inflation rates;

• changes in investor sentiment toward particular market sectors;

• the demand for, and supply of, capital; and

• terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c) Investment speculative

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

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

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

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8. INDEPENDENT COMPETENT PERSON’S REPORT

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Coffey Mining (SA) Pty Ltd (2006/030152/079) VAT Number (415 023 9327)

Block D, Somerset Office Estate, 604 Kudu Street, Allen’s Nek 1737 Roodepoort, South Africa www.coffey.com/mining

Coffey Mining (South Africa) (Pty) Ltd (2006/030152/079) VAT Number (415 023 9327)

Block D, Somerset Office Estate, 604 Kudu Street, Allen’s Nek 1737 Roodepoort, South Africa www.coffey.com/mining

Oyabi Iron Project, Republic of Congo (Congo-Brazzaville) (Latitude 0° 16.2 N/S, Longitude 14° 05.0 E/W)

Competent Persons Report on the Oyabi Iron Project

Prepared by Coffey Mining (South Africa) (Pty) Ltd on behalf of:

Equamineral Holdings Limited

Effective Date: 16 April 2012

Qualified Person: Brendan Botha (Pr.Sci.Nat)

Qualified Person: Kathleen Body (Pr.Sci.Nat)

EQU01

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Oyabi Iron PrCompetent P

Author(s):

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Oyabi Iron Project, Republic of Congo –EQU01 ii Competent Persons Report– 16 April 2012

Table of Contents

1 Summary ....................................................................................................................................... 1

2 Introduction .................................................................................................................................. 3

2.1 Scope of Work ................................................................................................................... 3

2.2 Participants ........................................................................................................................ 4

3 Reliance on Other Experts .......................................................................................................... 5

3.1 Site Visits ........................................................................................................................... 5

4 Property Description and Location ............................................................................................ 6

4.1 Republic of Congo – General Information ......................................................................... 6

4.2 Project Area Locality ......................................................................................................... 9

4.3 Mineral and Surface Rights ............................................................................................... 9

5 Accessibility, Climate, Local Resources, Infrastructure and Physiography ....................... 12

5.1 Physiography ................................................................................................................... 12

5.2 Infrastructure ................................................................................................................... 12

5.3 Climate ............................................................................................................................ 12

6 History ......................................................................................................................................... 13

7 Geological Setting and MineraliZation ..................................................................................... 14

7.1 Regional Geology ............................................................................................................ 14

7.2 Local Geology ................................................................................................................. 18

8 Deposit Types ............................................................................................................................. 19

9 Exploration.................................................................................................................................. 20

9.1 Geological Interpretation of Imagery ............................................................................... 20

9.2 Reconnaissance by Equamineral .................................................................................... 23

10 Drilling ......................................................................................................................................... 30

11 Sample Preparation, Analyses and Security ........................................................................... 31

12 Data Verification ......................................................................................................................... 32

13 Mineral Processing and Metallurgical Testing ........................................................................ 33

14 Mineral Resource Estimates ..................................................................................................... 34

15 Adjacent Properties ................................................................................................................... 35

15.1 Iron Ore Projects in the Region ....................................................................................... 35

15.1.1 Iron ore deposits in Congo-Brazzaville.................................................................. 35

15.1.2 Iron ore deposits in Cameroon .............................................................................. 36

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15.1.3 Iron deposits in Gabon .......................................................................................... 36

16 Other Relevant Data and Information ...................................................................................... 37

16.1 Proposed exploration plan with budget ........................................................................... 37

16.2 Introduction ...................................................................................................................... 37

16.3 YEAR 1 (2012-2013) ....................................................................................................... 37

16.3.1 Data Capture and GIS Analysis: ........................................................................... 37

16.3.2 Remote Sensing / Satellite Imagery ...................................................................... 38

16.3.3 Airborne Geophysical Survey: ............................................................................... 38

16.3.4 Geophysical Interpretation and Modelling ............................................................. 38

16.3.5 Geological Mapping and Sampling........................................................................ 38

16.4 Year 2 (2013-2014) ......................................................................................................... 39

16.4.1 Trenching and Pitting ............................................................................................ 39

16.4.2 Scout Diamond Drilling .......................................................................................... 39

16.4.3 Detailed Metallurgical testing: ............................................................................... 39

17 Interpretation and Conclusions ................................................................................................ 40

18 Recommendations ..................................................................................................................... 41

19 References .................................................................................................................................. 42

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Oyabi Iron Project, Republic of Congo –EQU01 iv Competent Persons Report– 16 April 2012

List of Tables

Table 7.2_1– Information on Iron Ore Projects in Congo-Brazzaville, Gabon and Cameroon 16

Table 9.2_1– Chemical analysis of grab samples taken in the Oyabi Permis 24

Table 16_1– Proposed Prospecting Programme and Budget for the following two years for the Oyabi EL 37

List of Figures

Figure 4_1 – Geographical map of Congo-Brazzaville 8

Figure 4.2._1– Locality of the Kéllé Pl (relinquished) and Oyabi Permis 11

Figure 7.1_1– Simplified Geology of Congo-Brazzaville 15

Figure 7.2_1– Localities of Iron Ore Projects in Republic of Congo 17

Figure 9.1_1– Google and Landsat images of the Oyabi Permis 21

Figure 9.1_2– Google and Landsat images of the Oyabi Permis 22

Figure 9.2_1– Locality of Grab Samples from Reconnaissance mission 25

Figure 9.2_2– Outcrop at Mount Assoma 26

Figure 9.2_3– Sample from Mount Asoma 27

Figure 9.2_3– Outcrop at Mount Bole Ebele 28

Figure 9.2_4– Sample from Mount Bole Ebele 29

List of Appendices

NONE.

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Oyabi Iron Project, Republic of Congo –EQU01 1Competent Persons Report– 16 April 2012

1 SUMMARY

Coffey Mining (South Africa) (Pty) Ltd (“Coffey Mining) was requested by Equamineral Holdings

Limited to prepare a Competent Persons Report for their Oyabi Iron Ore Project in the Republic of

Congo (Congo-Brazzaville). The purpose is to give an independent view on the potential for

discovery of significant iron deposits in their licenses, and the merit of the proposed Exploration

Programme.

The prospect area has been explored on a very limited scale. Substantial additional work is

needed implementing modern exploration techniques, including aeromagnetic surveys, to

delineate Iron Ore occurrences. The occurrence of other Iron Ore projects in Gabon, Cameroon

and Congo-Brazzaville sharing the same geological attributes, some of which are reporting

substantial mineral resources, indicates that exploration in the Oyabi area may deliver positive

results. It was also noted that Congo-Brazzaville is attracting numerous foreign investors due to

the favourable investment climate and progressive mining legislation.

Landsat interpretation has confirmed the presence of large outcrops of ferruginous quartzite

within the Oyabi project area. During a reconnaissance mission by Equamineral (Gasse et. al

2010), the Oyabi area was identified as a target for further investigation. Samples collected of

greater than 60% Fe show the potential for hematite and itabirite Iron Ores. The next step would

be to conduct a regional geophysical survey including airborne magnetics. Field mapping will be

required to ground-truth the anomalies and trenching of identified areas would follow.

Assays of the hand samples collected are comparable with other Iron Ore deposits. Further

geological and metallurgical studies will be required to determine if a marketable product can be

produced.

In conclusion, Coffey Mining, after a diligent review of the data, concludes that further prospecting

activities in the Oyabi Exploration License may lead to the delineation of Iron Ore deposits.

Equamineral have proposed a comprehensive Exploration Programme costing A$2.25m over two

years. Based on our review of available information Coffey Mining concludes that;

the prospectively of the License area and the results of the limited exploration conducted to date

are of sufficient merit to justify the Exploration Programme, and

the Exploration Programme is appropriately defined with respect to scope, schedule of activities

and expenditures.

Coffey Mining recommends that the planned exploration programme be approached in phases as

the current time line for the project will be difficult to realise. This is due to the lack of

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infrastructure in the Oyabi area as well as seasonal rain that can hamper year long exploration

activities and lead to delays.

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Oyabi Iron Project, Republic of Congo –EQU01 3Competent Persons Report– 16 April 2012

2 INTRODUCTION

2.1 Scope of Work

Coffey Mining (South Africa) Pty Ltd (“Coffey Mining”) was engaged by the board of directors of

Equamineral Holdings Limited (“Equamineral” or “the Company”) to prepare an Independent

Competent Persons Report (“CPR”) on the Oyabi Iron Ore Project in the Republic of Congo

(“Congo-Brazzaville”). All background information on the project was provided to Coffey Mining

by Equamineral. These documents are given in the References (Section 19). The registered

legal and beneficial owner of the Oyabi Iron Project is Equamineral SA, a private company

incorporated in the Republic of Congo.

Equamineral have proposed an Exploration Programme comprising detailed schedules of

activities scheduled to be conducted over the next two years, with associated expenditure

amounting to some A$2.25m.

Accordingly the focus of this CPR is to provide a technical opinion in respect of the proposed

Exploration Programme, specifically that:

the prospectively of the License areas and the results of the limited exploration conducted to

date are of sufficient merit to justify the Exploration Programme, and

the Exploration Programme is appropriately defined with respect to scope, schedule of

activities and expenditures.

This report will be included in a prospectus to be lodged with the Australian Securities and

Investments Commission (“ASIC”) on or about 16 April 2021, for an initial public offering of

12,500,000 Chess Depository Interests (“CDIs”) (being the beneficial right to fully paid ordinary

shares in the Company), at an issue price of 20 cents per CDI, to raise up to $2,500,000.

This CPR has been prepared in accordance with Australasian Joint Ore Reserves Committee

(JORC) Code and Guidelines, 2004 Edition of the “Australasian Code for Reporting of Exploration

Results, Mineral Resources and Mineral Reserves.

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2.2 Participants

The participants consist of technical experts employed by Coffey Mining to complete the CPR.

Participants are registered Professional Natural Scientists (Pr.Sci.Nat.) in terms of the Natural

Scientific Professions Act (South Africa, Act 27 of 2003). The participants in the review and their

individual areas of responsibility are listed as follows:-

Kathleen Body, Coffey Mining - Principal Consultant- Resources

B.S Arts and Sciences (Geology), GDE Mining, (Pr. Sci. Nat)

Peer Review.

Brendan Botha, Coffey Mining Exploration Manager

BSc (Hons) Geology, MSc (Earth Science and Project Management), MSc (Mineral Resource

Throughput Management), (Pr.Sci.Nat) MGSSA

Data review, reporting

Neither Coffey Mining, nor the key personnel nominated for the work, has any material interest in

Equamineral Holdings Ltd or its subsidiaries. The work, and any other work done by Coffey

Mining for Equamineral Holdings Ltd, is strictly in return for professional fees. Payment for the

work is not in any way dependent on the outcome of the work or on the success or otherwise of

Equamineral’s or their clients’ own business dealings. As such there is no conflict of interest in

Coffey Mining undertaking the independent desktop study as contained in this document.

The Competent Person with overall responsibility for the compilation of this independent review of

the Kéllé PL and Oyabi EL is Mr Brendan Botha, Pr. Sci. Nat, who is an employee of Coffey

Mining. Mr Botha is an exploration geologist with 12 years experience in the mining industry and

has sufficient experience which is relevant to the style of mineralization and type of deposit under

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

defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results,

Mineral Resources and Mineral Reserves and to be considered an “Expert” under the definitions

provided in the Valmin Code.

Kathleen Body is a full time employee of Coffey Mining with 17 years experience in the mining

industry and has sufficient experience which is relevant to the style of mineralization and type of

deposit under consideration and to the activity which she is undertaking to qualify as a Competent

Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration

Results, Mineral Resources and Mineral Reserves and to be considered an “Expert” under the

definitions provided in the Valmin Code.

Both Brendan Botha and Kathleen Body consent to the inclusion in the report of the matters

based on his/her information in the form and context in which it appears. For

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3 RELIANCE ON OTHER EXPERTS

Coffey Mining has based the information contained in the CPR of the Oyabi EL on information

provided by Equamineral. Coffey Mining has endeavoured by making all reasonable enquiries to

confirm the authenticity and completeness of the third party technical data upon which this report

is based. However, Coffey Mining does not warrant the authenticity or completeness of any such

third party information. A final draft of the report was provided to Equamineral, along with a

written request to identify any material errors or omissions. Neither Coffey Mining, nor the

authors of this report, is qualified to provide extensive comment on legal facets associated with

ownership and other rights pertaining to Equamineral’s exploration license. In addition the

authors are not qualified to comment on environmental, metallurgical or mineral processing

information contained in third party reports and where reference is made to such, it is for

information only

3.1 Site Visits

Coffey Mining personnel did not visit the site. The site was visited by Equamineral as

documented in “Report on Exploration Mission: Permis Kéllé Pour Le Fer,” (Gasse et. al., 2010).

Kathleen Body has visited the Republic of Congo on several occasions and is familiar with the

environment, deposit type and has seen some of the samples taken from the site as documented

in the report.

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4 PROPERTY DESCRIPTION AND LOCATION

4.1 Republic of Congo – General Information

The Republic of Congo (Congo-Brazzaville) is a Central African country with a population of 3.7

million and an economy dominated by oil production. Major international firms, including Total,

Eni and Chevron have carried out oil exploration and commercial production for over 30 years.

Congo-Brazzaville enjoys relative political and social stability. Current mining legislation is

progressive and largely supportive of foreign investment, putting the country on par with several

others in the sub-region where iron ore is being exploited.

Congo-Brazzaville (Figure 4_1) covers 342,000km2 (roughly the size of Germany). The country’s

official language is French. The country’s capital, major industrial centre and largest city

(population 1.2m), Brazzaville, is located on the Congo River on the country’s south-eastern

border. Pointe Noire is the economic capital, with a population of 750,000 people and a broad

range of support services supporting the oil industry. The deep-water port of Pointe Noire is the

largest on the west coast of Africa, and can take Panamax vessels. A major port expansion is

currently underway, costing €570m. About 61% of the population is urbanised.

It is a democratic republic with a multi-party system governed by a single dominant coalition that

supports the president, Denis Sassou-Nguesso, who has presided over the country since October

1997. The President was re-elected in July 2009 for a seven-year term.

The economy is heavily dependent on the oil sector, which in 2008 accounted for 60% of its

US$12.5bn GDP. The government has demonstrated a clear desire to diversify the economy and

reduce reliance on oil revenues by attracting new investment in its mining industry. To achieve

this, they have sought to build an attractive investor climate, through compliance with worldwide

policies of governance, such as the World Bank’s Extractive Industries Transparency Initiative

(“EITI).

Congo-Brazzaville is a member of the United Nations, African Union, African Development Bank,

World Trade Organisation, CEMAC, Central African Customs and Economic Union, Economic

Community of Central African States and INTERPOL. Congo held a seat on the United Nations

Security Council during 2006-2007.

The legal system in Congo-Brazzaville is based on the French civil law system (the Civil Code of

the former French Equatorial Africa). Congo-Brazzaville is also a member state of the OHADA,

which provides for a standard system for the creation and administration of companies and

related entities, and a Uniform Act on Arbitration, allowing recourse to a standard arbitration

mechanism for the settlement of contractual disputes. For

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To the extent that issues are not dealt with expressly under OHADA law, the principal legislation

under Congolese law that is relevant to the Oyabi Iron Project includes:

The Congolese Mining Code, enacted by law n° 4-2005 dated 11 April 2005;

The General Tax Code, enacted by law n° 19-2005 dated 24 November 2005;

The Environmental Code, enacted by law n° 003/91 dated 23 April 1991;

The Labour Code enacted by law n° 47/75 dated 15 March 1965; and

The Congolese Investment Charter enacted by law n°6-2003 dated 18 January 2003, which

provides a wide range of foreign investment and protection benefits.

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Figure 4_1

Geographical map of Congo-Brazzaville

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Oyabi Iron Project, Republic of Congo –EQU01 9Competent Persons Report– 16 April 2012

4.2 Project Area Locality

The Oyabi EL is located in the Cuvette West Province west of the meridian at Kéllé and bounded

to the west by the Gabon border. The administrative capital of the Province of West Cuvette is

Ewo. The location of the Oyabi EL is shown relative the relinquished Kéllé PL and to major

roads, towns and main rivers in Figure 4.2_1.

4.3 Mineral and Surface Rights

The Kéllé Iron Prospecting Licence entitled l’Autorisation Provisoire de Prospection « Kéllé »

(“Kéllé PL”) was granted by the Ministry of Mines and Geology on 25 October 2010, under

reference number 900/MMG/DGG/DRG. The Kéllé PL covers an area of 6,119km2 and is located

in the Cuvette West Province in Congo-Brazzaville. The Authorisation is valid until 25th October

2011 and may be renewed to 20th October 2012. Equamineral has decided to relinquish the Kéllé

PL.

Following a successful reconnaissance mission in 2010, which discovered iron mineralization

within the Kéllé PL, Equamineral applied for the exclusive Oyabi Exploration License (“Oyabi EL”)

over an area of 956km2within the Kéllé PL.

The Oyabi EL was passed by the Council of Ministers and the Presidential Decree No. 2011-473

entitled Permis de Recherche Minières pour la fer dit “Permis Oyabi” was signed by the

President, Minister of Mines and Geology and Minister for Finance on 20 July 2011.

The Oyabi Exploration License provides the following key terms:

The Permis is granted for an initial period of 3 years to 20 July 2014 and may be renewed to

20th July 2016, and again to 20

th July 2018, with a 50% reduction in area, such area to be

nominated by the holder;

The work programme is as proposed by Equamineral, with a budgeted cost of 639,000,000

XAF ( Euros 950,00);

Equamineral is to lodge Quarterly Technical Reports with the Director general of Geology;

Samples may be sent out of the country for analysis

Equamineral is exempt from all import duties and taxes and VAT on equipment and materials

used in exploration;

Exploration work must commence within 9 months of the Decree;

If one or more exploitable iron deposits are discovered by Equamineral, the Government

must grant an Exploitation License in respect of each deposit.

Equamineral have confirmed that the Permis are in good standing, and has provided proof to

Coffey Mining that all permit application and annual fees were paid in full. Equamineral intends, For

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and has the capacity to commence exploration of Permis Oyabi within 9 months of grant, and has

contracted New Resolution Geophysics to conduct the geophysical survey in January 2012.

An Exploration License confers on its titleholder the exclusive right of exploration (to an unlimited

depth) for the substances covered by and within the surface area set out in the licence. Holders

of exploration licenses in respect of defined surface areas have priority for the issue of an

exploitation license in the event of “successful” exploration. Exploitation licenses are valid for an

initial period not exceeding 25 years and are renewable, upon demand by their titleholder, for

periods of 15 years each. The Exploitation License may be assigned, transferred and sublet with

the prior consent of the Ministry of Mines. Exploitation licenses can be withdrawn, followed by a

decision of the Council of Ministers, if the holder has not commenced development works in the

mining area within 12 months of being awarded the licence.

According to current Mining and Tax Codes there is a 3% royalty, corporate tax rate of 30% and

minimum 10% government participation in a mine development

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Locality o

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11

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Oyabi Iron Project, Republic of Congo –EQU01 12 Competent Persons Report– 16 April 2012

5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE

AND PHYSIOGRAPHY

5.1 Physiography

The Oyabi EL is covered by natural forests, flat and fairly featureless at an elevation of 450-

500m above mean sea level. The prospect is not encumbered by any parks, nature reserves,

sanctuaries or dense rainforest.

5.2 Infrastructure

The eastern boundary of the prospect permit area is approximately 35km from the town of

Etoumbi in Cuvette West Province. The closest town within in the permit area is Kéllé (from

where the name of the prospect was derived), located a few kilometres from the eastern edge

of the prospecting area. The nearest cities are both approximately 95km away- Ewo to the

SE in Congo, and Franceville to the SW in Gabon. Both of those towns are served by regular

air links and roads. The Trans-Gabon standard-gauge railway built in the late 1980’s links

Franceville with a port and ship loader at Owendo, Libreville, and provides an export route for

manganese, uranium and timber produced in the area.

5.3 Climate

The Republic of the Congo is located on the Equator and the climate is constant year round.

The average daytime temperature is a humid 24°C with the nights varying between 16°C and

21°C. The average yearly rainfall ranges from 1,100mm in the south in the Niari Valley to

over 2,000mm in central parts of the country. The dry season is from June to August. The

majority of the country has a wet season with rainfall maxima: one in March-May and another

in September-November.

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6 HISTORY

In 1984 BRGM (Bureau de Recherches Géologiques et Minières) mapped all known deposits

of what were described as ferruginous quartzite in Republic of Congo. Thereafter no work

was been done in the Oyabi area until the reconnaissance mission. The reconnaissance

mission led to the application of the Oyabi EL which is the focus of the proposed exploration

programme by Equaminerals.

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7 GEOLOGICAL SETTING AND MINERALIZATION

7.1 Regional Geology

The basement geology of the Republic of the Congo is represented by Precambrian rocks

which are exposed in the north-western and south-western parts of the country (Figure 7.1_1).

The Precambrian rocks are overlain by Cenozoic alluvial sediment cover of the Congo Basin,

which is extensively developed over the eastern part of the country.

The oldest rocks in Congo-Brazzaville belong to the Archean Congo craton represented by

the Chaillu Basement metamorphic rocks in the south and the correlated Haut Ivindo Massif in

the north-west. The Chaillu Basement rocks are exposed by a vast granitoid massif in the

south-western and north-western parts of the country. The granitoid extends into Cameroon

where it is covered by younger rock strata. The Samba-Ouessa rock sequences are closely

related to the Chaillu Basement, but are stratigraphically higher and comprise quartzites,

shales, conglomerates and dolomites. The West Congolian Supergroup consists of volcano-

sedimentary rocks and the Mayombe Supergroup of metamorphic and sedimentary

sequences. These are associated with a mobile belt that extends from Gabon, through

Congo-Brazzaville into the northern part of Angola. In the south-west, Cenozoic marine

sediments of a coastal basin include phosphatic sequences and evaporites. These

Cretaceous and Quaternary coastal basin sequences border the rocks of the Mayombe

Supergroup to the east.

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Figure 7.1_1

Simplified Geology of Congo-Brazzaville

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Table 7.2_1

Information on Iron Ore Projects in Congo-Brazzaville, Gabon and Cameroon

Country Project Ownership Tonnes (Millions) Grade (Fe %) Type of

“resource” declared

Market Capitalization (million US$)

Feb 2012

ROC Zanaga Zanaga Iron Ore Company/Xstrata

www.zanagairon.com

149

2540

1650

38.78

34.1

31

Measured

Indicated

Inferred

457

ROC Avima Core Mining

www.coremining.com

455

557

56

40

Inferred

Inferred unlisted

ROC Mayoko African Iron

www.africanironlimited.com

33

900-1,300

55

ND

Inferred

Exploration target 284 (AUD)

ROC Mayoka-Moussondji

Badondo/

Equatorial Resources www.equatorialresources.com.au

2,300-3,900

1,300-2,200

30-65

30-65

Exploration target

Exploration target 300

ROC Youkou Waratah Resources

www.waratahresources.com.auNo mineral resources

60

ROC/

Cameroon

Mbalam & Nadeda Sundance Resources www.sundanceresources.com.au

481

2,325

61.1

38

Indicated

Inferred 1,500

Gabon Belinga CMEC

www.cmec.com No official figures publically available

unlisted

Cameroon Nkout Affero Mining

www.afferro-mining.com1,420 33.6 Inferred 150

ROC Oyabi Equamineral www.equamineral.com

No mineral resources unlisted

Information on projects is sourced from publically available data. Coffey Mining has not evaluated these projects and information on Mineral Resources is

provided for information only. Readers are referred to the sources as given above.

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Figure 7.2_1

Localities of Iron Ore Projects in Republic of Congo

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7.2 Local Geology

The information here is from the “Report on Exploration Mission: Permis Kéllé Pour Le Fer”

(Gasse et. al., 2010).

The Oyabi EL comprises metamorphic rocks of the Ivindo massif, which are similar to the Chaillu

massif in the south. These metamorphic units extend into large areas of Gabon, Cameroon as

well as western Republic of Congo. The massif is composed of granitoids that are present in

metamorphic enclaves of different types.

The base complex is formed by cataclastic granites, orthogneiss and migmatite constituting 80%

to 90% of the surface area. The most common facies corresponds to calc-alkaline metagranites,

biotite to hornblende granodiorite and locally predominantly quartzitic—metadiorite or

metagabbro. These metamorphic units have been mylonitized during the Eburnean event, which

is responsible for major changes in structure and distribution. The predominant facies in the

Oyabi EL appears to be migmatites with later porphyritic granites cutting across the basement

massif.

Metamorphic rocks occurring as enclaves in the basement consist mainly of gneiss, amphibolites,

quartz, and ferruginous schists with a sericite-chlorite alteration. Their origins are most probably

volcano-sedimentary which were metamorphosed to form Birimian greenstone belts, as observed

in Cameroon. These greenstone belts include iron-bearing volcano-sedimentary belts.

Ferruginous quartzite within amphibole-gneiss occurs as narrow belts that sometimes can be

correlated with neighbouring belts in Gabon and southern Cameroon.

The Oyabi EL includes several of these belts including:

The Youkou-Okanya-Soze alignment, approximately 45km in length striking north south.

Quartzite is poorly represented except in the north were there are known occurrences of iron

quartzite at Youkou.

The Bondjodjouala belt, composed of ortho-amphibolite, is associated with ultramafic rocks,

which extends into Gabon and has associated itabirites.

The major Abolo N’Goyboma belt strikes northwest southeast and continues into Gabon. In

Gabon the belt is predominantly made up of gneiss, but in Congo-Brazzaville it includes well-

developed quartzite massifs without iron mineralization.

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8 DEPOSIT TYPES

The iron ore deposits being explored, or are in early stages of development, in Central Africa are

mostly itabirite iron ore deposits. Itabirite is a term used, originally from Brazil, to describe

ferruginous quartzite material with a Fe content of between 35 to 40%.

The itabirite occurs as metamorphosed volcanic-sedimentary banded iron stone formations within

the shear zones or metamorphic enclaves in the Archean massifs.

It is also common that the iron ore occurrences in the Republic of Congo, Gabon and Cameroon

have supergene enriched haematite-marmetite caps that are exposed to the surface as hilly

outcrops.

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9 EXPLORATION

9.1 Geological Interpretation of Imagery

Studies of Google satellite images revealed possible prospecting sites in the vicinity of Oyabi.

The satellite images (Figures 9.1_1and (.1_2) indicated extensive areas with limited vegetation

within the surrounding forests. It is believed these areas are indicative of metamorphic enclaves

of ferruginous quartzite, similar to the Zanaga iron ore deposit. Landsat images (Figures 9.1_1

and 9.1_2) confirm the assumption that these open areas within the dense forest are outcrops of

ferruginous quartzite.

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Figure 9.1_1

Google and Landsat images of the Oyabi Permis

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Figure 9.1_1

Google and Landsat images of the Oyabi Permis

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9.2 Reconnaissance by Equamineral

In November 2010 Equamineral conducted a site visit to verify the information from the

interpretation of the Google and Landsat images and to obtain samples of iron mineralization that

occurs in the area.

Equamineral also had satellite data processed with SRTM (Shuttle Radar Topographic Mission)

to produce a digital terrain model (DTM) of the Kéllé PL.

The occurrence of ferruginous quartzite was verified during the site inspection and various

samples were taken throughout the Kéllé PL. The work focussed on the areas that were

identified through the analysis of the Google images, namely Oyabi. Table 9.2_1 indicates the

results of the chemical analysis of these samples. Figure 9.2_1 indicates where grab samples

were taken in the Oyabi area.

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Table 9.2_1

Chemical analysis of grab samples taken in the Oyabi Permis

Sample NR Fe (%) Al (%) Si (%) Ca (%) P (%) S (%)

OYB-R01 7.77 0.60 38.76 <dl <dl <dl

OYB-R02 5.24 0.28 46.84 <dl <dl <dl

OYB-R03 8.77 0.40 31.58 <dl <dl <dl

OYB-R04 33.37 0.34 36.53 <dl 0.04 <dl

OYB-R05 30.33 0.22 41.99 <dl 0.17 <dl

OYB-R06 10.99 4.72 24.41 <dl 0.13 0.05

OYB-R07 60.55 1.49 19.77 0.05 0.07 0.05

OYB-R08 42.39 1.86 25.40 <dl 0.12 <dl

OYB-R09 56.75 1.35 2.58 0.18 0.10 0.07

OYB-R10 57.95 1.23 16.88 <dl <dl <dl

OYB-R11 57.28 1.16 20.36 0.08 0.06 <dl

OYB-R12 3.82 0.00 39.38 <dl 0.05 <dl

OYB-R13 21.12 1.65 22.11 0.83 0.15 0.25

OYB-R14 35.39 1.42 13.22 <dl 0.07 0.07

OYB-R15 32.11 0.69 29.26 <dl 0.06 <dl

OYB-R16 38.61 0.91 21.49 <dl 0.08 <dl

OYB-R17 39.44 3.16 29.60 <dl 0.18 <dl

OYB-R18 41.71 0.31 44.46 <dl 0.13 <dl

OYB-R19 41.26 0.82 33.72 <dl 0.15 <dl

OYB-R20 41.74 0.53 42.32 <dl 0.06 <dl

The samples collected in the area of the Oyabi EL during the reconnaissance mission can be

generally categorized as banded iron formations or itabirite, which is ferruginous quartzite with a

banded texture.

The 20 samples were analysed by XRF using an Innov-X Delta Standard device with certified

calibration by the office of quality control of Innov-X Systems.

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Figure 9.2_1

Locality of Grab Samples from Reconnaissance mission

The Reconnaissance Mission also provided Coffey Mining with photographic proof of the areas

sampled and the types of samples taken. Figure 9.2_2 is a photo of itabirite outcrop from Mount

Assoma along the Sia River and Figure 9.2_3 is a photo of a sample (OYB-R07) which was

collected from the outcrop indicated in figure 9.2_2. This sample consists mostly out of iron

oxides with magnetite making up the biggest proportion. It has a finely laminated texture with an

analysed Fe content of 60.55%

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Figure 9.2_2

Outcrop at Mount Assoma

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Figure 9.2_3

Sample from Mount Asoma

Figure 9.2_4 shows the outcrop at Mount Bole Ebele. It consists of iron rich itabirites and Figure

9.2_5 is a sample (OYB-R10) from here with a Fe content of 57.95%.

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Figure 9.2_3

Outcrop at Mount Bole Ebele

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Figure 9.2_4

Sample from Mount Bole Ebele

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10 DRILLING

No exploration drilling has been undertaken on the property.

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11 SAMPLE PREPARATION, ANALYSES AND SECURITY

The purpose of the exploration mission was to verify the occurrences of iron-bearing material

as identified through the Google images and Landsat images. There was no formal quality

control programme implemented for the 20 field samples taken.

The 20 samples were analysed by XRF using an Innov-X Delta Standard device with certified

calibration by the office of quality control of Innov-X Systems.

It must be noted that the Reconnaissance Mission only focused on the verification of an

exploration target.

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12 DATA VERIFICATION

Results of the exploration are for target generation purposes only. No verification of the

sampling has been undertaken by Coffey Mining. However, Kathleen Body has seen samples

from the site at the offices in Point Noire.

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13 MINERAL PROCESSING AND METALLURGICAL TESTING

No mineral processing or metallurgical test work has been carried out for this property.

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14 MINERAL RESOURCE ESTIMATES

No mineral resource estimates are reported.

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15 ADJACENT PROPERTIES

15.1 Iron Ore Projects in the Region

There are a number of Iron Ore projects in Congo-Brazzaville, Gabon and Cameroon (listed in

Table 7.2_1), which share similar geographical and geological attributes. All the projects

occur in areas with high rainfall, dense vegetation and are typically itabirite rich with

supergene hematite ores.

In Congo-Brazzaville iron ore deposits and exploration projects are located within the Ivindo

massif and in the Chaillu massif in the south (Figure 7.2_1). Iron ore deposits in Gabon and

Cameroon are located within extensions of these granitoid massifs and have similar

mineralization styles.

15.1.1 Iron ore deposits in Congo-Brazzaville

In 1984 BRGM mapped all known deposits of what were described as ferruginous quartzite in

Republic of Congo. All of the iron deposits identified (including Oyabi) are covered by Permis

and are being actively explored.

The Youkou project is located to the north of the Kéllé PL also on the Ivindo massif. The

deposit, which constitutes mainly the Youkou ridge strikes north-south for approximately

20km.

The Avima project is located in the north eastern corner of Congo-Brazzaville close to the

border of Gabon and Cameroon. The major deposit is Mount Avima, a mineralized ridge of

approximately 40km and between 200m to 900m above sea level.

The Bodondo project, located in the northwest, includes a ridge line of more than 7km long of

out cropping iron mineralization.

The M’balam project spans the border between Cameroon and Congo-Brazzaville. The

deposit consists of two iron rich areas, M’bagra and Nabeda. These deposits have

supergene-enriched hematite capping on itabirite ore.

The Zanaga project, on the Chaillu massif, in south east of Congo-Brazzaville is an advanced

exploration project. Most of the mineralization is hosted in the Zanaga Greenstone Belt of the

Chaillu massif. It comprises near surface enriched banded iron formation (itabirite) above a

hematite-magnetite banded iron formation between 0.5 and 3km wide and 57km long.

The Mayoko project located within the Chaillu massif, in the south-western part, of Congo-

Brazzaville. The project is located approximately 300km northeast from the harbour city of

Pointe Noire. Areas of interest are Mt Lekoumou and Mt Moupondi. The mineralization is

comprises a supergene hematite cap on enriched banded iron formation. The enriched iron

formation becomes a magnetite banded iron formation at depth. For

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The Mayoko-Moussondji projects also occur within the Chaillu massif and are south west of

the Mayoko project. The mineralization is similar to the other project on the Chaillu massif,

with hematite and itabirite occurrences.

15.1.2 Iron ore deposits in Cameroon

The Nkout deposit straddles the border between Cameroon and Gabon and has similar

mineralization attributes as the other deposits in Gabon and Republic of Congo. The

mineralization occurs in three juxtaposed ridges. The project is in an advanced stage of

exploration with 1.42Bt of Inferred Resources of at 33% Fe (www.afferro-mining.com).

15.1.3 Iron deposits in Gabon

The Belinga deposit is situated in the Makokou district and crops out as a series of north-

south iron formation rich ridges over an area of 35km by 10km. The ridges rise to heights of

500m above the surrounding countryside and have steep slopes, except where relict canga

(ferruginous laterite developed from iron-bearing rocks) deposits are preserved. The principle

ore mineral is hematite with accessory goethite and magnetite.

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16 OTHER RELEVANT DATA AND INFORMATION

16.1 Proposed exploration plan with budget

The Oyabi Permis conditions require approximately €975,000 to be spent over three years on

exploration. Equamineral are proposing a two year exploration programme costing in excess

of A$2.25m to verify and determine the extent of iron ore deposits in the Oyabi Permit. The

budget is provided in Table 16_1 with detail of the work programme set out below.

Table 16_1

Proposed Prospecting Programme and Budget for the following two years for the Oyabi EL.

Year 1 Year 2

Planned Activity Cost(A$) Cost (A$)

Country Infrastructure & Administration Costs 250,000 100,000

Fieldwork (trenching, mapping geology and

geophysics) 350,000 100,000

Exploration Drilling 250,000 250,000

Metallurgical Test Work 50,000 100,000

Corporate Costs 400,000 400,000

Total budget for proposed prospecting

programme 1,300,000 950,000

16.2 Introduction

The first year of exploration will focus on identifying and mapping the banded iron formations

through the process of geophysics and prospecting work on the terrain. Representative

samples of iron mineralization will be acquired to determine the mineralogy and metallurgy of

the area. The potential for near surface, direct shipping ore will be examined. The second

year will aim to obtain an Inferred Mineral Resource and a basic scoping study to progress as

far possible towards an assessment of the viability of the project.

16.3 YEAR 1 (2012-2013)

16.3.1 Data Capture and GIS Analysis:

Source any and all relevant historical exploration data, geophysical data, as well as political,

social and environmental information and is compiling an extensive dataset of maps and

background information.

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16.3.2 Remote Sensing / Satellite Imagery

New satellite imagery and digital elevation models (DEM) will be sourced from Shuttle Mission

Topographic Mission (SRTM Elevation) and Landsat Enhanced Thematic Mapper Satellite

(Landsat ETM) interpretation. Photography will be acquired from IKONAS satellite imagery.

16.3.3 Airborne Geophysical Survey:

A high resolution helicopter borne aero-magnetic and radiometric survey will be flown by

specialist contractor to delineate target zones over an area of 20km x 30km, and will help

elucidate larger structural features over the itabirite outcrops. A central zone of approximately

200 km2 will be flown at 200m line spacing at a height of approximately 20-30m above terrain.

Approximately 1,650 line km will be flown. Magnetic, radiometric and digital elevation data will

be collected and located using DGPS. A Digital Terrain Model will also be generated,

providing useful topographical information. Equamineral has contracted New Resolution

Geophysics (NRG) to carry out this work in late 2011. NRG has previously conducted

successful geophysical programmes in ROC including over Hinda for Cominco, Mayoko (for

African Iron) and Badondo (for Equatorial Resources).

16.3.4 Geophysical Interpretation and Modelling

A geosciences consultant will be engaged for data processing and interpretation of the data

from magnetic surveys and mapping in order to generate forward magnetic models and 3D

inversion models of the magnetic anomalies. The University of British Columbia’s (UBC’s)

MagInv-3d program library will be used to invert the magnetic data. With this high-resolution

programme it is anticipated that the iron deposit can be modelled to depths of 200-250m. The

models will be used to obtain estimates for the volume/tonnage of the highly magnetic

banded-iron-formations (BIF) in the project area as well as estimates for their locations, depth

to top and dip. This modelling together with GIS data, geological mapping and rock chip

sampling will be used to locate the first phase diamond drilling.

16.3.5 Geological Mapping and Sampling

Detailed field-mapping program will focus on developing a comprehensive geological and

structural map. Systematic geological mapping will commence over the itabirite ridges while

awaiting magnetic survey results and interpretations. The mapping will be undertaken at

broad spacing (500m) along the entire ridge. Areas highlighted by the survey will be

remapped at closer spacing (250-200m) and in more detail. Interpretation of the mapping

combined with the magnetic survey will be used to target grab samples of outcrop. Using

historical data and IKONOS photographs, a selection of sites will be selected for stream

sediment sampling. The samples will be collected in accordance with Equamineral’s protocol

for heavy mineral panning. This panning will show varying grain sizes at the selected sites

and will highlight potential target areas. For

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16.4 Year 2 (2013-2014)

16.4.1 Trenching and Pitting

Pitting and trenching will be conducted at selected sites across the iron outcrops. Trenching

will be run perpendicular to strike. Two meter channel sampling will be carried out within the

saprolitic layer.

16.4.2 Scout Diamond Drilling

Preliminary diamond core drilling on a wide spaced grid, perpendicular to the outcrop ridge

axis will be carried out to determine depth and true width of the iron deposit. A drill

programme of 1,500m will allow 6-10 holes to be drilled to depths of up to 200m. This drilling

will also provide representative samples of iron mineralization for metallurgical testing. The

drilled intercepts will then allow reinterpretation of the forward magnetic 3D modelling to fine –

tune the model based on actual intercepts. For speed of access Equamineral will use a

helicopter transportable diamond core rig. This machine can drill NQ core to depths of 150-

200m, with the advantage that it has minimal environmental impact and does not require the

creation of large roads.

16.4.3 Detailed Metallurgical testing:

A more extensive series of tests will be carried out on the drill core samples to determine Fe

grade, level of contaminants present, abrasiveness and optimal grid sizes for extraction.

Several hundred Wet (Davis Tube) and dry magnetic separation tests will be carried out to

determine upgrade characteristics. Optimised grinding curve, bond and rod mill indices tests

will be carried out to establish the optimum grin size and abrasiveness of the ore. Tests on

unconfined compressive strength, crusher work index and abrasion will add information on the

competence of the ore and costs on processing. In addition to this, flotation will be carried out

at various grind sizes to determine optimal grind size.

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17 INTERPRETATION AND CONCLUSIONS

Coffey Mining was requested by Equamineral Holdings Ltd to undertake a desk top study of

the Oyabi EL in Congo-Brazzaville. The aim of the study is to provide independent comment

on the prospecting potential of the area. Coffey Mining’s comments and conclusions are

based on the information provided by Equamineral and other relevant third party sources.

Based on the desk top study Coffey Mining concludes that:

The Kéllé Iron Ore Project occurs on the Ivondo Massif that has recognised iron

mineralization in metamorphic enclaves. The nearby Youkou deposit, north of the Oyabi

EL and also on the Invondo Massif, also contains iron deposits which are prospected by

Waratah Resources Ltd. The area, especially in the vicinity of Oyabi has geological

similarities with the Zanaga Project in the south west of Congo-Brazzaville.

Grab samples obtained from a reconnaissance mission by Equamineral returned

chemical analyses of certain samples in excess of 60% Fe (Table 9.2_1). Other samples

returned values in the ranges of itabirites found at other iron deposits in Congo-

Brazzaville, Gabon and Cameroon. The samples indicate that the mineralization of the

Oyabi area will be similar to other iron ore deposits in the region where the sequence is

generally a supergene hematite cap, itabirite (ferruginous quartzite) and hematite-

magnetite banded ironstone formations.

The Oyabi EL has not been extensively investigated and explored. By applying modern

exploration methods, the knowledge of the area can be improved and value to the area

might be added if a significant amount of iron ore is delineated. Since the Oyabi EL

shares similar geological attributes to neighbouring iron projects in the region, it is an

exploration priority.

The current investment climate in Congo-Brazzaville is a further potential advantage for

the potential development of the project. The mining legislation is favourable for foreign

investment and if some of the neighbouring iron projects develop a dedicated rail to the

area, it will increase significantly.

In conclusion, Coffey Mining, after a diligent review of the data, concludes that further

prospecting activities in the Oyabi Iron Ore Project may lead to the delineation of an iron ore

deposit

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Coffey Mining (South Africa) (Pty) Ltd

Oyabi Iron Project, Republic of Congo –EQU01 41 Competent Persons Report– 16 April 2012

18 RECOMMENDATIONS

Coffey Mining is satisfied with the exploration programme as presented and there are no

recommendations for additional work in the proposed two year time frame.

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Coffey Mining (South Africa) (Pty) Ltd

Oyabi Iron Project, Republic of Congo –EQU01 42 Competent Persons Report– 16 April 2012

19 REFERENCES

Chisonga, B. And McKechnie, B, (2011), Waratah Gold Ltd: Youkou iron ore review,

compiled by Snowden.

Cope, I.L., Wilkinson, J.J. and Boyce, A.J., (2008), Genesis of the Pic de Fon Iron Oxide

Deposit, Simandou Range, Republic of Guinea, West Africa, In: Hoegemann, S., Rosiere, C.,

Gutzmer, J., and Beukes, N.J. (eds) Banded iron-formation-related high grade iron ore,

Reviews in Economic Geology, Society of Economic Geologists, Denver, 15, p. 339-360

Gasse, D., Taty, G. and Mouanga, J. (2010) Report on Exploration Mission: Permis Kéllé

Pour Le Fer, Equamineral SA, Pointe Noire, ROC

Equamineral SA, (2010), Exploration program 2011-2014, Iron exploration permit: “Permis –

Oyabi pour le fer”. Equamineral SA, Pointe Noire, ROC

Gutzmer, J., Chisonga, B. C., Beukes, N.J. and Mukhopadhyay, J., (2008), The

geochemistry of banded iron formation-hosted high-grade hematite-martite iron ores. In:

Hoegemann, S., Rosiere, C., Gutzmer, J., and Beukes, N.J. (eds) Banded iron-formation-

related high grade iron ore, Reviews in Economic Geology, Society of Economic Geologists,

Denver, 15, p.157-183

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83

9. INVESTIGATING ACCOUNTANT’S REPORT

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94

10. SOLICITOR’S REPORT ON TENEMENTS

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1Barreau de Kinshasa/Gombe 5Barreau de Matadi

Croisement de l’avenue Batetela et

Boulevard du 30 juin

Crown Tower - 7er Niveau

Kinshasa-Gombe - B.P. 14.379 Kin I

Tél.: (+243) 99-99-15247

Web: www.cabemery.org

cabsecretariat@cabemery.org

E. Mukendi Wafwana1,3,6,8

J. Ilunga Kapanda1

A. Kasende M’bay1

J. Zakayi Mbumba5, 7

B. Kandolo Wa Kandolo1

E. Elanga Monkango1, 6,8

E. Cibamba Diata2, 6

R. Nzundu Mawunga4

J.P Muyaya Kasanzu3

P. Bondonga Lesambo1

E. Lufuta Biduaya1,8

G. Kazadi Muteba3

E. Mumwena Kasonga3

P. Mpoyo Nzolantima5

A. Luntadila Kibanga5

F. Kalema Bwatunda5

E. Otshudiema Bengu2,8

P. Ngoy Kibenze5,8

L. Tsasa Ngoma5

E. Tshishimbi wa Mujinga5

J. Mbemba Mulopo5

A. Mbangama Kabundi1

S. Zima Kekambezi1

J. Mafamvula Nkala1

E. Kabupwe Kabupwe5

E. Tshimanga Mukendi2

T. Yungu Matola2

Member of International

Law Firms

Pointe Noire, 14 April 2012

N/Réf: Cabemery/ECD/2012

The Directors

Equamineral Holdings Limited

Level 4, 66 Kings Park Road

WEST PERTH WA 6005

Dear Sirs,

REPORT ON THE VALIDITY AND

REPUBLIC OF CONGO.

I. INTRODUCTION

1. — The purpose of this Report is to respond to the request by Equamineral Holdings Limited ("

Company") for Us1 (or We)

(a) the validity and

the Republic of Congo

Group Limited. The Company owns

(b) the interests held by Equamineral in an exploration licence in the Cuvette West Province of

the Republic of Congo (“Mining Right” or “Oyabi Licence”);

(c) the rights and obligations inferred on Equamineral pursuant to the Oyabi Licence and the

relevant mining legislation in the Republic of Congo; and

(d) any other issues related to Equamineral or the Oyabi Licence that We consider relevant for

this Report.

2. — This Report has been prepared for inclusion in a prospectus for the issue of

for shares in the capital of the Company at an issue price of AUD$0.20 per

to $2,500,000 (“Prospectus”). The Company is intending to lodge the Prospectus with the

Australian Securities and Investments Commission on or about

We have given consent in writing to the inclusion of this Report in the Prospectus in the form and

context in which it appears, and have not withdrawn our consent prior to issue of the Prospectus.

II. ENQUIRIES AND INVEST

3.— For the purpose of preparing this Report

the clerk office of the Trade Court, clerk office of the High Court, clerk office of the Court of

the office of the National Social Security Fund ("NSSF"), the tax Administration office, the Mi

of Mines and Geology and the Directorate General of Geology.

1 Us or We refers at the same time to

Republic of Congo. The Consultant with who We

Noire Bar practicing in Gomes law firm.

Barreau de Kinshasa/Gombe - 2Barreau de Kinshasa/Matete - 3Barreau de Lubumbashi - 4Barreau de Bandundu

Barreau de Matadi - 6Mandataires en mines et carrières agrées 7Bâtonnier du Barreau de Matadi

LUBUMBASHI

Av. Munongo/Mwepu

BCDC 4e Niveau

Lubumbashi/Katanga

Tél.: (+243) 99-32-00068

cablubum@cabamery.org

Equamineral Holdings Limited

REPORT ON THE VALIDITY AND COMPLIANCE OF (I) EQUAMINERAL AND (II) ITS MINING RIGHT HELD IN

Report is to respond to the request by Equamineral Holdings Limited ("

(or We) to report on:

validity and legal status of Equamineral SA, a company incorporated under the laws of

the Republic of Congo (“Equamineral”) which is a wholly owned subsidiary of

. The Company owns 80% of the issued capital of Equamineral Group

the interests held by Equamineral in an exploration licence in the Cuvette West Province of

the Republic of Congo (“Mining Right” or “Oyabi Licence”);

and obligations inferred on Equamineral pursuant to the Oyabi Licence and the

relevant mining legislation in the Republic of Congo; and

issues related to Equamineral or the Oyabi Licence that We consider relevant for

s Report has been prepared for inclusion in a prospectus for the issue of

shares in the capital of the Company at an issue price of AUD$0.20 per

(“Prospectus”). The Company is intending to lodge the Prospectus with the

Australian Securities and Investments Commission on or about 16 April 2012

We have given consent in writing to the inclusion of this Report in the Prospectus in the form and

ext in which it appears, and have not withdrawn our consent prior to issue of the Prospectus.

ENQUIRIES AND INVESTIGATIONS

the purpose of preparing this Report we have investigated and enquired in Pointe Noire with

the clerk office of the Trade Court, clerk office of the High Court, clerk office of the Court of

the office of the National Social Security Fund ("NSSF"), the tax Administration office, the Mi

of Mines and Geology and the Directorate General of Geology.

Us or We refers at the same time to, Emery Mukendi Wafwana & Associés (“Cabemery”) and its consultant in Pointe Noire, in

Republic of Congo. The Consultant with who We drafted this Report is Mr Roland BEMBELLY, attorney at Law admitted in Pointe

Noire Bar practicing in Gomes law firm.

Barreau de Bandundu

Bâtonnier du Barreau de Matadi

UMBASHI

Lubumbashi/Katanga

00068

cablubum@cabamery.org

MATADI

Building Dragage

2ème Rez-de-chaussée Local 2

Matadi/Bas-Congo

Tél.: (+243) 99-85-10148

cabmat@cabemery.org

EQUAMINERAL AND (II) ITS MINING RIGHT HELD IN

Report is to respond to the request by Equamineral Holdings Limited ("the

incorporated under the laws of

”) which is a wholly owned subsidiary of Equamineral

% of the issued capital of Equamineral Group Limited;

the interests held by Equamineral in an exploration licence in the Cuvette West Province of

and obligations inferred on Equamineral pursuant to the Oyabi Licence and the

issues related to Equamineral or the Oyabi Licence that We consider relevant for

s Report has been prepared for inclusion in a prospectus for the issue of up to 12,500,000 CDIs

shares in the capital of the Company at an issue price of AUD$0.20 per CDI in order to raise up

(“Prospectus”). The Company is intending to lodge the Prospectus with the

April 2012.

We have given consent in writing to the inclusion of this Report in the Prospectus in the form and

ext in which it appears, and have not withdrawn our consent prior to issue of the Prospectus.

we have investigated and enquired in Pointe Noire with

the clerk office of the Trade Court, clerk office of the High Court, clerk office of the Court of Labour,

the office of the National Social Security Fund ("NSSF"), the tax Administration office, the Ministry

Emery Mukendi Wafwana & Associés (“Cabemery”) and its consultant in Pointe Noire, in

drafted this Report is Mr Roland BEMBELLY, attorney at Law admitted in Pointe

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III. REVIEW OF DOCUMENTAT

4.— For the purpose of this Report, the Company has provided us with the following documents:

(a) The extract

Equamineral,

(b) the Decree 2011

licence to Equamineral for the Oyabi Licence

(c) the extract of the Official Gazette of Thursday, July 28, 2011, pages 933

published the

(d) Statement of amounts due n

duties;

(e) Statement of amounts due

services of Geology

(f) Statement of amounts due

land usage fees

(g) Cheque from BGFI Bank, issued on 19 July 2011 concerning the payment of

3,437,000 for

(h) Proof of the lodging of

Licence to the

(i) Minutes of the Extraordinary General Meeting of share

February 2012

(j) Minutes of the Extraordinary General Meeting of

February 2012

(k) Trust Deed of 15 December 2010

Group Limited

(l) Trust Deed of 15 December 2010 between

Group Limited

(m) Copy of Mining Agreement

Congolese State.

5. —In addition to the documents

documents:

(a) The Articles of Association of Equamineral SA dated 30/09/2010;

(b) Minutes of the constitutive general meeting of 30/09/2010;

(c) Receipt of filing (Duplicate) at the clerk’s office at the Court of Commerce of Pointe Noire

dated 14/10/2

(d) Share transfer agreement between Mr. Abram

10/12/2010;

(e) Share transfer agreement between Mr. Abram

10/12/2010;

(f) Share transfer agreement between Abram

10/12/2010;

(h) Updated Articles of Association of Equamineral dated 25/01/2011;

(i) Receipt of filing (Duplicate) at the

on 26/01/2011;

REVIEW OF DOCUMENTATION

this Report, the Company has provided us with the following documents:

from the Trade Registry and Personal Property Credit ("RCCM") for

Equamineral, dated October 14, 2010, and amended on May 20, 2011

the Decree 2011-473 of 20 July 2011 relating to the allocation of the mining exploration

to Equamineral for the Oyabi Licence (“2011 Decree”);

the extract of the Official Gazette of Thursday, July 28, 2011, pages 933

published the 2011 Decree (referred to above);

of amounts due n° 298/MMG/DGG of 8 July 2011 of FCFA 2,000,000 on

of amounts due n° 299/MMG/DGG of 8 July 2011 of FCFA 1

services of Geology Administration;

of amounts due n° 300/MMG/DGG of 8 July 2011 of FCFA

fees;

from BGFI Bank, issued on 19 July 2011 concerning the payment of

for fixed duties and surface land usage fees;

Proof of the lodging of Draft of the quarterly report for the beginning of works on Oyabi

to the Ministry of Mines;

Minutes of the Extraordinary General Meeting of shareholders of Equamineral of 02

12;

Minutes of the Extraordinary General Meeting of shareholders of Equamineral of

12;

Trust Deed of 15 December 2010 between Mr Roderick James Smith

Limited;

d of 15 December 2010 between Mr Colin Robert Ikin and Equamineral

Limited;

of Mining Agreement signed on 17 March 2012 between Equamineral and

Congolese State.

In addition to the documents provided by the Company, we obtained and reviewed

The Articles of Association of Equamineral SA dated 30/09/2010;

Minutes of the constitutive general meeting of 30/09/2010;

Receipt of filing (Duplicate) at the clerk’s office at the Court of Commerce of Pointe Noire

dated 14/10/2010;

Share transfer agreement between Mr. Abram Gibbs and Mr. Roderick SMITH

Share transfer agreement between Mr. Abram Gibbs and Mr. Colin Robert Ikin

Share transfer agreement between Abram Gibbs and Equamineral

Updated Articles of Association of Equamineral dated 25/01/2011;

of filing (Duplicate) at the clerk’s office at the Court of Commerce of Pointe Noire

on 26/01/2011;

2 | P a g e

this Report, the Company has provided us with the following documents:

from the Trade Registry and Personal Property Credit ("RCCM") for

May 20, 2011 (“Registry Extract”);

473 of 20 July 2011 relating to the allocation of the mining exploration

the extract of the Official Gazette of Thursday, July 28, 2011, pages 933-834 on which was

298/MMG/DGG of 8 July 2011 of FCFA 2,000,000 on fixed

G/DGG of 8 July 2011 of FCFA 100,000 on the

/MMG/DGG of 8 July 2011 of FCFA 1,437,000 on surface

from BGFI Bank, issued on 19 July 2011 concerning the payment of FCFA

of the quarterly report for the beginning of works on Oyabi

holders of Equamineral of 02

shareholders of Equamineral of 29

Mr Roderick James Smith and Equamineral

Colin Robert Ikin and Equamineral

between Equamineral and

provided by the Company, we obtained and reviewed the following

Receipt of filing (Duplicate) at the clerk’s office at the Court of Commerce of Pointe Noire

and Mr. Roderick SMITH dated

Mr. Colin Robert Ikin dated

and Equamineral Group Limited of

Updated Articles of Association of Equamineral dated 25/01/2011;

office at the Court of Commerce of Pointe Noire

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(l) Minutes of the

09/05/2011;

(m) Receipt of filing (

on 20/05/2011;

(n) Certificate of no prosecution issued by the

Pointe Noire dated 20/11/2011;

(o) Certificate of no litigation in social matters established by the clerk office of the

Court dated 02/12/2011;

(p) Certificate of no prosecution established by the civil c

of Pointe Noire dated 05/12/2011.

IV. LEGAL BASIS AND SCOP

6. — This legal opinion is given on the assumption that all Documents are valid, duly authorized and

signed by the appropriate parties, all

authentic, valid, binding and consistent, and all documents obtained as copies are exact copies of

the originals.

7. — For the purpose of this Report We have referred to the following legislation:

(a) The Uniform Act of

December 2010

(b) The Act No. 4

(c) Decree No. 2009

(”2009 Decree”);

(d) Decree No. 2007

exploration and exploitation of mineral substances and those of exercising administrative

monitoring (“2007 Decree”);

(e) Decree No. 2005

Directorate of

8. — This Report is limited to the legal assessment on the validity and compliance of Equamineral and its

Mining Right, and is limited to the matters set out herein.

V. LEGAL STATUS OF EQUA

9. — Equamineral was formed by its

deed of the original sole shareholder of Equamineral and the subsequent amendments to that

deed (being the “Articles of Association”) and

following:

(a) The company is named "Equamineral" immediately followed by the initials SA. No other

company in the Republic of the Congo has that name and this registered company name is

in compliance with the Uniform Act

(b) Equamineral has a specific purpose consisting of prospecting, research, exploitation,

processing, production and marketing of all mineral substances and all related or

activities, and more generally, all industrial, commercial, financial, movable o

activities directly

development. This social purpose

Minutes of the Extraordinary General Meeting of shareholders of Equamineral of

filing (Duplicate) at the clerk’s office at the Court of Commerce of Pointe Noire

on 20/05/2011;

Certificate of no prosecution issued by the clerk’s office at the Court of Commerce of

Pointe Noire dated 20/11/2011;

Certificate of no litigation in social matters established by the clerk office of the

Court dated 02/12/2011; and

Certificate of no prosecution established by the civil clerk court of Tribunal of first Instance

of Pointe Noire dated 05/12/2011.

LEGAL BASIS AND SCOPE OF OUR OPINIONS

This legal opinion is given on the assumption that all Documents are valid, duly authorized and

signed by the appropriate parties, all seals, stamps and signatures on those documents are

authentic, valid, binding and consistent, and all documents obtained as copies are exact copies of

For the purpose of this Report We have referred to the following legislation:

Uniform Act of 17 April 1997, subsequently replaced by the Uniform Act of 15

December 20102 (together, the Uniform Act);

Act No. 4 -2005 11 April 2005 on the mining Code ("Mining Code");

Decree No. 2009-471 of December 24, 2009 organizing the Ministry of Mines and Geology

(”2009 Decree”);

Decree No. 2007-274 of 21 May 2007 establishing the conditions for prospecting,

exploration and exploitation of mineral substances and those of exercising administrative

(“2007 Decree”); and

Decree No. 2005-313 of 29 July 2005 on the allocation and organization of the General

Directorate of Mines and mining industry (“2005 Decree”).

This Report is limited to the legal assessment on the validity and compliance of Equamineral and its

Mining Right, and is limited to the matters set out herein.

LEGAL STATUS OF EQUAMINERAL

was formed by its Articles of Association of 30 September 2010. On review of the

deed of the original sole shareholder of Equamineral and the subsequent amendments to that

“Articles of Association”) and review of the Registry Extract

company is named "Equamineral" immediately followed by the initials SA. No other

company in the Republic of the Congo has that name and this registered company name is

in compliance with the Uniform Act;

Equamineral has a specific purpose consisting of prospecting, research, exploitation,

processing, production and marketing of all mineral substances and all related or

, and more generally, all industrial, commercial, financial, movable o

activities directly or indirectly related to object above and may facilitate the expansion or

development. This social purpose is lawful and complies with the Uniform Act

3 | P a g e

Extraordinary General Meeting of shareholders of Equamineral of

office at the Court of Commerce of Pointe Noire

office at the Court of Commerce of

Certificate of no litigation in social matters established by the clerk office of the Labor

lerk court of Tribunal of first Instance

This legal opinion is given on the assumption that all Documents are valid, duly authorized and

seals, stamps and signatures on those documents are

authentic, valid, binding and consistent, and all documents obtained as copies are exact copies of

For the purpose of this Report We have referred to the following legislation:

17 April 1997, subsequently replaced by the Uniform Act of 15

2005 11 April 2005 on the mining Code ("Mining Code");

the Ministry of Mines and Geology

274 of 21 May 2007 establishing the conditions for prospecting,

exploration and exploitation of mineral substances and those of exercising administrative

313 of 29 July 2005 on the allocation and organization of the General

This Report is limited to the legal assessment on the validity and compliance of Equamineral and its

of 30 September 2010. On review of the

deed of the original sole shareholder of Equamineral and the subsequent amendments to that

Registry Extract, we can confirm the

company is named "Equamineral" immediately followed by the initials SA. No other

company in the Republic of the Congo has that name and this registered company name is

Equamineral has a specific purpose consisting of prospecting, research, exploitation,

processing, production and marketing of all mineral substances and all related or similar

, and more generally, all industrial, commercial, financial, movable or immovable

or indirectly related to object above and may facilitate the expansion or

with the Uniform Act;

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(c) The registered office of Equamineral is located at No

du Marché Plateau

Uniform Act;

(d) The registration of Equamineral is valid and regular.

period of ninety

registration at the RCCM)

Act

(e) During the consti

was appointed as

managing director

Colin Robert Ikin

deputy managing director

Act.

(f) The capital of Equamineral is set at the sum of FCFA 10,000,000.00

(100) shares of nominal value of

and paid in cash by the sole shareholder Mr Gibbs Abram

(g) On 10 December

i. Mr Roderick James

Limited

ii. Mr. Colin Robert Ikin

Limited

iii. Equamineral

VI. LEGAL STATUS OF EQUAMINERAL

VI.1. MINING LAWS IN THE

10.—From the combined perusal of

exploration works5 in

person wishing to undertake mining and exploration

title, being an authorisation of prospecting

11.—In accordance with Sections 10 and 21 of the Mining Code, to be granted the prospecting licence or

exploration licence, the natural person must reach the age of 18 or be a legal

must have the technical skills and financial capabilities necessary to carry out the execution of

works operations that

the exercise of business activities. Section 1 of Decree No. 2007

the conditions for prospecting, exploration and exploitation of minerals,

2

A public limited company can be formed by a single

the commercial companies, a

person called single shareholder. Therefore, the fact that Equamineral was formed by a single sh

later has transferred his shares to others shareholders is legal.3 According to the Trust Deed of 15 December 2010 between Mr Roderick James Smith and Equamineral Group

Limited. 4 According to the Trust Deed of 15 December 2010 between Mr Colin Robert Ikin and Equamineral Group

5 Under Section 8 Mining Code

continuity of the indications discovered through prospecting , to study the conditions of mining the substances or of

their industrial use, and to form a conclusion on the existence of mineable minera

The registered office of Equamineral is located at No 150 Avenue Moe

Plateau, Pointe-Noire. This registered office is accurate and complies with the

The registration of Equamineral is valid and regular. Equamineral has been formed for a

of ninety-nine (99) years, commencing from 14 October 2010 (being the date of its

registration at the RCCM). This duration complies with the requirements of the

During the constitutive general meeting held on 30 September 2010,

was appointed as managing director and Mr Roderick Smith James Hollas as deputy

director. During the Extraordinary General Meeting of

Colin Robert Ikin was confirmed to his position of managing director

managing director was cancelled. These appointments comply with

The capital of Equamineral is set at the sum of FCFA 10,000,000.00

(100) shares of nominal value of FCFA 100,000 each. These shares were

and paid in cash by the sole shareholder Mr Gibbs Abram2.

On 10 December 2010, Mr Abram Gibbs transferred his shares as follows:

Mr Roderick James Smith - one (1) share held in trust

Limited3;

Mr. Colin Robert Ikin - one (1) share held in trust

Limited4 and

Equamineral Group Limited - ninety eight (98) shares.

EQUAMINERAL MINING RIGHT

THE REPUBLIC OF CONGO

the combined perusal of Sections 1er

, 7, 10 et 15 of Mining Code, We confirm that mining

in the Republic of Congo are subject to the provisions of Mining Code. Any

undertake mining and exploration activities must obtain the

authorisation of prospecting licence or an exploration licence.

In accordance with Sections 10 and 21 of the Mining Code, to be granted the prospecting licence or

, the natural person must reach the age of 18 or be a legal

have the technical skills and financial capabilities necessary to carry out the execution of

works operations that it is seeking. The person should not be sentenced to forfeiture of rights to

the exercise of business activities. Section 1 of Decree No. 2007-274 of 21 May 2007 establishing

the conditions for prospecting, exploration and exploitation of minerals,

can be formed by a single shareholder, according to Sections 4 and 5 of Uniform Act on

commercial company is formed by two or several persons, as it can be formed by one

person called single shareholder. Therefore, the fact that Equamineral was formed by a single sh

his shares to others shareholders is legal.

Trust Deed of 15 December 2010 between Mr Roderick James Smith and Equamineral Group

According to the Trust Deed of 15 December 2010 between Mr Colin Robert Ikin and Equamineral Group

Under Section 8 Mining Code, exploration is all surface or underground work performed in order to determine the

of the indications discovered through prospecting , to study the conditions of mining the substances or of

l use, and to form a conclusion on the existence of mineable mineral or fossil substances deposits

4 | P a g e

150 Avenue Moe Vangoula, Galerie

Noire. This registered office is accurate and complies with the

Equamineral has been formed for a

October 2010 (being the date of its

requirements of the Uniform

30 September 2010, Mr Colin Robert Ikin

or and Mr Roderick Smith James Hollas as deputy

During the Extraordinary General Meeting of 29 February 2012, Mr

managing director and the position of

These appointments comply with the Uniform

The capital of Equamineral is set at the sum of FCFA 10,000,000.00, made up of hundred

. These shares were fully subscribed

as follows:

for Equamineral Group

for Equamineral Group

, 7, 10 et 15 of Mining Code, We confirm that mining

to the provisions of Mining Code. Any

obtain the relevant mining

exploration licence.

In accordance with Sections 10 and 21 of the Mining Code, to be granted the prospecting licence or

, the natural person must reach the age of 18 or be a legal entity. This person

have the technical skills and financial capabilities necessary to carry out the execution of

is seeking. The person should not be sentenced to forfeiture of rights to

274 of 21 May 2007 establishing

the conditions for prospecting, exploration and exploitation of minerals, provides that any legal

according to Sections 4 and 5 of Uniform Act on

commercial company is formed by two or several persons, as it can be formed by one

person called single shareholder. Therefore, the fact that Equamineral was formed by a single shareholder and this

Trust Deed of 15 December 2010 between Mr Roderick James Smith and Equamineral Group

According to the Trust Deed of 15 December 2010 between Mr Colin Robert Ikin and Equamineral Group Limited. ground work performed in order to determine the

of the indications discovered through prospecting , to study the conditions of mining the substances or of

l or fossil substances deposits.

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entity must have its registered office in the Republic of Congo otherwise; it is required to elect a

domicile.

12.—Equamineral, being a legal entity registered in the Republic of Congo

hold an exploration licence

a submission to the granting authority,

skills and financial capabilities to carry out execution of

seeks.

VI.2. VALIDITY AND COMPLIA

13.—Under sections 25, 28, 30 and 32 of the Mining Code,

Decree of the Council of Ministers on the report of the Minister for Mines.

covers an area no larger than:

i. 2,000

ii. 1,000

An exploration licence is issued for

granting deed, and may be renewed

14.—An exploration licence

by the licence, within the surface area set out in the licence.

a holder a right to mine

exploration licence. The holder of exploration

minerals are found and an explo

15.—We confirm that Equamineral was granted an exploration licence to explore

"Oyabi Licence" in the department of Cuvette

2011-473 of 20 July 2011

of three years.

16.—The Oyabi Licence is delimited

the Oyabi Licence documents,

other existing exploration licences.

17. — In accordance with section 29

authorisation or consent from

18. — In accordance with

licence will result in a reduction in the surface area covered by the

50% of the previous surface area. Th

will fall into the public domain

19.—We confirm that the

has been granted following the application made by Equamineral

Code.

20.—The Oyabi Licence was

entity must have its registered office in the Republic of Congo otherwise; it is required to elect a

being a legal entity registered in the Republic of Congo, is entitled to

licence under the Mining Code. The grant of an exploration

to the granting authority, including that the proposed licence holder has

skills and financial capabilities to carry out execution of mining operations

VALIDITY AND COMPLIANCE OF THE MINING RIGHT (OYABI LICENCE)

Under sections 25, 28, 30 and 32 of the Mining Code, a the mining exploration licence is issued by

Decree of the Council of Ministers on the report of the Minister for Mines.

larger than:

000 km2 for the sedimentary formations; and

1,000 km2 for other formations.

exploration licence is issued for an initial term of 3 years from the date of publication of the

may be renewed twice for further periods of two years.

ce confers its holder the exclusive right to explore for the substances covered

within the surface area set out in the licence. An exploration

a holder a right to mine the licence area as the exploitation right is not allocated

. The holder of exploration licence will apply to mining administration,

minerals are found and an exploitation licence will be allocated for the said minerals.

We confirm that Equamineral was granted an exploration licence to explore

"Oyabi Licence" in the department of Cuvette West. The Oyabi Licence was

473 of 20 July 2011 (“2011 Decree”), covers an area of 958 km2 and was granted for a period

is delimited according to the information contained in

the Oyabi Licence documents, it appears that the Oyabi Licence is not currently

existing exploration licences.

In accordance with section 29 of Mining Code, exploration licences are transferable

authorisation or consent from the Minister for Mines.

section 32, paragraph 2 of the Mining Code, any renewal of an exploration

a reduction in the surface area covered by the exploration

50% of the previous surface area. That area subtracted from the surface area

the public domain, and may be allocated to third parties by the government

Oyabi Licence complies with the relevant law in the Republic of Congo, and

has been granted following the application made by Equamineral in accordance with the

The Oyabi Licence was published in the Official Gazette on 28 July 2011, being the

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entity must have its registered office in the Republic of Congo otherwise; it is required to elect a

is entitled to apply for and

an exploration licence is subject to

including that the proposed licence holder has the technical

ons on the licence that it

the mining exploration licence is issued by

Decree of the Council of Ministers on the report of the Minister for Mines. An exploration licence

term of 3 years from the date of publication of the

.

for the substances covered

exploration licence does not grant

is not allocated under an

ly to mining administration, once the

will be allocated for the said minerals.

We confirm that Equamineral was granted an exploration licence to explore for iron, entitled

. The Oyabi Licence was issued by Decree No.

and was granted for a period

in the 2011 Decree. From

currently overlapped by any

Code, exploration licences are transferable with the prior

ode, any renewal of an exploration

exploration licence of at least

subtracted from the surface area of the initial licence

the government.

Oyabi Licence complies with the relevant law in the Republic of Congo, and

in accordance with the Mining

being the date from which

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its validity period of three years

Equamineral has enter

to be conducted on the Oyabi Licence (“Mining Agreement”

conditions in which the

modalities and control by the Congolese State.

21.—We confirm that Equamineral

complies with section 98 of the Mining Code.

Mining Agreement apply to Equamin

part of the realisation of mining works

are particularly as follows:

- Any transfer of Mining Agreement

prior to it coming to the effect

- Quarterly, Equamineral shall provide to the Administration of Geology a detailed report of works

carried out, including

- In event of discovery of one or more exploitable

exploitation licence for each deposit shall be granted

-Equamineral will oversee the implementation

with the international and national environmental rules during the conduct of mining works.

-The Congolese Government will apply a specific tax regime to Equamineral so

liable for all fixed rights and

be exempt of other taxes.

VII. EXISTENCE OF LITIGATION THREATENING EQUAMINERAL OR ITS MINING RIGHT

21.—We have conducted the following:

(a) on 29 November 2011, a search of the records at the Trade Court of Pointe Noire;

(b) on 02/12/2011, a search of the records at the Labour Court of Pointe Noire; and

(c) on 05/12/2011, investigations at the Tribunal of First

As a result of the above searches and investigations, it was found that Equamineral has not

subject of any prosecution or litigation before the relevant courts or tribunals

its formation to the date of the relevant search.

VIII. CONCLUSIONS

22.—We conclude and certify that:

1° Equamineral was

and later on it was transfer

the Uniform Act.

2° During the Constit

appointed as managing director and

director. During the Extraordina

Ikin was confirmed as

cancelled. These appointments comply with

6State means Congolese Governmen

7 According to Section 98 of Mining Code, during the issuance of mining title, the State shall enter into

with the mining investor, beneficiary an

and obligations of parties relating to the

its validity period of three years commences. In accordance with section 98 of

entered into an agreement with the State6 defining the specific regime of

to be conducted on the Oyabi Licence (“Mining Agreement”7). This Agreement defines the

tions in which the company will conduct its mining activities as well as the follow up

control by the Congolese State.

Equamineral signed the Mining Agreement on 17 March 2012

complies with section 98 of the Mining Code. The rights and the obligations resulting from the

apply to Equamineral and indirectly to its suppliers and services

part of the realisation of mining works for Equamineral. The rights and obligations of

as follows:

of Mining Agreement shall be submitted to the Minister of Mines

prior to it coming to the effect;

Quarterly, Equamineral shall provide to the Administration of Geology a detailed report of works

the corresponding budget;

In event of discovery of one or more exploitable deposit in the area covert by Oyabi Licence, a

exploitation licence for each deposit shall be granted, by right, to Equamineral

oversee the implementation of environmental impact studies and will comply

national and national environmental rules during the conduct of mining works.

The Congolese Government will apply a specific tax regime to Equamineral so

liable for all fixed rights and surfaces rights as part of their mining works. However Equamineral will

be exempt of other taxes.

EXISTENCE OF LITIGATION THREATENING EQUAMINERAL OR ITS MINING RIGHT

have conducted the following:

on 29 November 2011, a search of the records at the Trade Court of Pointe Noire;

on 02/12/2011, a search of the records at the Labour Court of Pointe Noire; and

05/12/2011, investigations at the Tribunal of First Instance of Pointe Noire.

As a result of the above searches and investigations, it was found that Equamineral has not

subject of any prosecution or litigation before the relevant courts or tribunals

its formation to the date of the relevant search.

We conclude and certify that:

formed on 30/09/2010 under the form of impersonal public limited company

was transfer into a multiple shareholders company. This transfer complies with

onstitutive General Meeting held on 30 September 2010, Mr.

anaging director and Mr. Roderick Smith James Hollas as deputy

During the Extraordinary General Meeting held on 29 February 2012,

was confirmed as managing director and the position of deputy managing director

These appointments comply with the Uniform Act.

State means Congolese Government

According to Section 98 of Mining Code, during the issuance of mining title, the State shall enter into

beneficiary an agreement which will define the special regime of some rights

and obligations of parties relating to the investments to be conducted.

6 | P a g e

n accordance with section 98 of the Mining Code,

defining the specific regime of works

This Agreement defines the

will conduct its mining activities as well as the follow up

March 2012, and therefore

The rights and the obligations resulting from the

eral and indirectly to its suppliers and services providers as

obligations of the parties

Minister of Mines for assessment

Quarterly, Equamineral shall provide to the Administration of Geology a detailed report of works

deposit in the area covert by Oyabi Licence, an

to Equamineral for each deposit;

environmental impact studies and will comply

national and national environmental rules during the conduct of mining works.

The Congolese Government will apply a specific tax regime to Equamineral so that it will be fully

However Equamineral will

EXISTENCE OF LITIGATION THREATENING EQUAMINERAL OR ITS MINING RIGHT

on 29 November 2011, a search of the records at the Trade Court of Pointe Noire;

on 02/12/2011, a search of the records at the Labour Court of Pointe Noire; and

Pointe Noire.

As a result of the above searches and investigations, it was found that Equamineral has not been

subject of any prosecution or litigation before the relevant courts or tribunals, from the date of

formed on 30/09/2010 under the form of impersonal public limited company

This transfer complies with

Mr. Colin Robert Ikin was

Roderick Smith James Hollas as deputy managing

y General Meeting held on 29 February 2012, Mr Colin Robert

and the position of deputy managing director was

According to Section 98 of Mining Code, during the issuance of mining title, the State shall enter into

agreement which will define the special regime of some rights

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3° The Articles of Association

Pointe Noire, on 14/10/2010, and the company was registered under the number 10b1856 at

RCCM. This registration is valid and regular.

4° Equamineral is a legal entity

of Congo. Equamineral

Code.

5° By the 2011 Decree, the President of the Republic of Congo granted an exploration licence to

Equamineral for iron

valid.

6° Equamineral has fulfilled

And the Ministry of Mines has been notified of the beginn

Licence.

7° Equamineral has paid the fixed duties and surface land usage fees

according to Mining Code

8° Equamineral has conclude

Code.

9° At the date of our searches, Equamineral has not been involved in any

employment, civil or commercial matters.

Best Regards.

For Cabemery

Edmond Cibamba Diata

Attorney at Law and Certified Mining and

By Roland Bembelly

Attorney at Law

Articles of Association of Equamineral have been filed at the clerk office of Trade Court in

Pointe Noire, on 14/10/2010, and the company was registered under the number 10b1856 at

This registration is valid and regular.

Equamineral is a legal entity, regularly registered and with its registered office in the Republic

. Equamineral is entitled to apply for and be granted mining rights under the

Decree, the President of the Republic of Congo granted an exploration licence to

Equamineral for iron, being the “Oyabi Licence" in the Cuvette West Province.

fulfilled its obligation of beginning exploration works

And the Ministry of Mines has been notified of the beginning exploration works on the Oyabi

has paid the fixed duties and surface land usage fees

according to Mining Code.

has concluded a Mining Agreement with the Congolese State

At the date of our searches, Equamineral has not been involved in any

employment, civil or commercial matters.

Attorney at Law and Certified Mining and Quarries Agent

7 | P a g e

of Equamineral have been filed at the clerk office of Trade Court in

Pointe Noire, on 14/10/2010, and the company was registered under the number 10b1856 at

registered office in the Republic

is entitled to apply for and be granted mining rights under the Mining

Decree, the President of the Republic of Congo granted an exploration licence to

“Oyabi Licence" in the Cuvette West Province. This licence is

works on the Oyabi Licence.

ing exploration works on the Oyabi

has paid the fixed duties and surface land usage fees for the Oyabi Licence

a Mining Agreement with the Congolese State according to Mining

At the date of our searches, Equamineral has not been involved in any litigation in relation to

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11. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE

11.1 ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, the Company has adopted The Corporate

Governance Principles and Recommendations (2nd Edition) as published by the ASX Corporate Governance Council (Recommendations).

In light of the Company’s size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below and the Company’s full Corporate Governance Plan is available in a dedicated corporate governance information

section of the Company’s website (www.equamineral.com).

Board of Directors

The Board is responsible for the Company’s corporate governance. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase shareholder value;

(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and

(c) ensure compliance with the Company’s legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(a) developing initiatives for profit and asset growth;

(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;

(c) acting on behalf of the Company, and being accountable to, the Shareholders; and

(d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

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Composition of the Board

Board members are elected by resolution of Shareholders or by resolution of Directors. However, subject thereto, the Company is committed to the following principles:

(a) the Board is to comprise persons with a blend of skills, experience and attributes appropriate for the Company and its business; and

(b) the principal criterion for the appointment of new directors is their ability to add value to the Company and its business.

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s professional advisors, has been committed to by the Board.

Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

Performance evaluation

In the absence of a nomination committee, the Board will conduct a performance evaluation of its individual Directors on an annual basis. To assist in this process an independent advisor may be used.

Where applicable, the review will include:

(a) comparing the performance of the Board with the requirements of the Board Charter as set out in the Company’s Corporate Governance Plan;

(b) examination of the Board’s interaction with management;

(c) the nature of information provided to the Board by management; and

(d) management’s performance in assisting the Board to meet its objectives.

Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

Remuneration arrangements

The remuneration of an executive Director will be decided by the Board.

The total maximum remuneration of non-executive Directors is initially set by the Articles and subsequent variation is by resolution of Shareholders in general

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meeting in accordance with the Articles, the BVI Business Companies Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $300,000 per annum.

In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, non-cash performance incentives such as Options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors’ time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the managing director). The policy generally provides that the written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading.

External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

Audit committee

The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient magnitude for a separate committee to be of benefit to the Company. In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee under the written terms of reference for that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.

Diversity policy

The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled work force, a

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workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

11.2 Departures from Recommendations

Following admission to the Official List of ASX, the Company will be required to report any departures from the Recommendations in its annual financial report.

The Company’s compliance and departures from the Recommendations as at the date of this Prospectus are set out on the following pages.

PRINCIPLES AND RECOMMENDATIONS

COMMENT

1. Lay solid foundations for management and oversight

1.1 Companies should establish the functions reserved to the board and those delegated to senior

executives and disclose those functions.

The Company’s Corporate Governance Plan includes a Board Charter, which discloses the specific responsibilities of the

Board.

1.2 Companies should disclose the process for evaluating the performance of senior

executives.

The Company’s Corporate Governance Plan includes a section on performance evaluation practices adopted by the

Company.

The chair will monitor the Board and the Board will monitor the performance of any senior executives who are not Directors, including measuring actual performance against planned performance.

1.3 Companies should provide the information indicated in the Guide to reporting on Principle 1.

Explanation of departures from Principles and Recommendations 1.1 and 1.2 (if any) are set out above. The Company will also explain any departures from Principles and Recommendations 1.1 and 1.2 (if any) in its

future annual reports.

No formal performance evaluation of senior executives has taken place to date. Future annual reports will disclose whether such a performance evaluation has taken place in the relevant reporting period and whether it

was in accordance with the process disclosed.

The Corporate Governance Plan, which includes the Board Charter, is posted on the Company’s website.

2. Structure the board to add value

2.1. A majority of the board should be independent directors.

The Company is currently in compliance with this recommendation as two of the three directors are independent.

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PRINCIPLES AND RECOMMENDATIONS

COMMENT

2.2. The chair should be an independent director.

The Company is currently not in compliance with this recommendation as Colin Ikin has an indirect beneficial interest in a substantial shareholder of the Company.

The Board believes that the Company, in its current size and level of complexity, cannot justify the expense of searching for, and appointing, an Independent Chairman of the same experience as Mr Ikin.

2.3. The roles of chair and chief executive officer should not be exercised by the same individual.

The Company is not currently in compliance with this recommendation as Colin Ikin is the Executive Chairman of the Company, and as such, exercises the roles of both chair and chief executive officer.

2.4. The board should establish a nomination committee.

No formal nomination committee has been established by the Company as yet as the Board considers the Company is not currently of the relevant size or complexity to warrant the formation of a nomination committee. The Board, as a whole,

currently serves as the nomination committee.

The Company’s Corporate Governance Plan includes a Nomination Committee Charter, which discloses the specific responsibilities of the committee.

Where necessary, the Board seeks advice of external advisers in connection with the suitability of applicants for Board membership.

Once the Board deems that the Company

warrants a Nomination Committee, one will be formed in compliance with this Recommendation.

2.5. Companies should disclose the process for evaluating the

performance of the board, its committees and individual directors.

The Company’s Corporate Governance Plan includes a section on performance

evaluation practices adopted by the Company.

The Chair will review the performance of the Board, its committees (if any) and individual directors to ensure that the Company continues to have a mix of skills

and experience necessary for the conduct of its activities.

2.6. Companies should provide the information indicated in the Guide to reporting on Principle 2.

The Company has provided details of each director, such as their skills, experience and expertise relevant to their position in this

Prospectus and will also provide these details on its website and in future annual reports.

Explanation of departures from Principles and Recommendations 2.1, 2.2, 2.3, 2.4 and 2.5 (if any) are set out above. The

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PRINCIPLES AND RECOMMENDATIONS

COMMENT

Company will also explain any departures from Principles and Recommendations 2.1, 2.2, 2.3, 2.4 and 2.5 (if any) in its future annual reports.

No performance evaluation of the Board, its committees and individual directors has taken place to date as this process is conducted annually and the first year of evaluation has not been completed. Future annual reports will disclose whether

such a performance evaluation has taken place in the relevant reporting period and whether it was in accordance with the process disclosed.

The Corporate Governance Plan, which includes the Nomination Committee

Charter, is posted on the Company’s website.

3. Promote ethical and responsible decision-making

3.1. Companies should establish a

code of conduct and disclose the code or a summary of the code as to:

• the practices necessary to maintain confidence in the company’s integrity

• the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders

• the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

The Company’s Corporate Governance

Plan includes a ‘Corporate Code of

Conduct’, which provides a framework for decisions and actions in relation to ethical conduct in employment.

3.2. Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measureable

objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them.

The Company’s Corporate Governance Plan includes a ‘Diversity Policy’, which provides a framework for establishing measureable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress

in achieving them.

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PRINCIPLES AND RECOMMENDATIONS

COMMENT

3.3. Companies should disclose in each annual report the measureable objectives for achieving gender diversity set by

the board in accordance with the diversity policy and progress in achieving them.

This disclosure has not yet been made as the first year as a listed company has not been completed. Future annual reports will disclose the measureable objectives for

achieving gender diversity set by the board in accordance with the diversity policy and progress in achieving them.

3.4. Companies should disclose in each annual report the

proportion of women employees in the whole organisation, women in senior executive positions and women on the board.

This disclosure has not yet been made as the first year as a listed company has not

been completed.

Future annual reports will disclose the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.

3.5. Companies should provide the information indicated in the Guide to reporting on Principle 3.

Explanation of departures from Principles and Recommendations 3.1, 3.2, 3.3 and 3.4 (if any) are set out above. The Company will also explain any departures from Principles and Recommendations 3.1, 3.2,

3.3 and 3.4 (if any) in its future annual reports.

The Corporate Governance Plan, which includes the Corporate Code of Conduct and Diversity Policy, is posted on the Company’s website.

4. Safeguard integrity in financial reporting

4.1. The board should establish an audit committee.

No formal Audit Committee has been established by the Company as yet as yet

as the Board considers the Company is not currently of the relevant size or complexity to warrant the formation of an Audit Committee. The Board, as a whole, currently serves as the audit committee.

Once the Board deems that the Company

warrants a Audit Committee, one will be formed in compliance with this Recommendation.

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PRINCIPLES AND RECOMMENDATIONS

COMMENT

4.2. The audit committee should be structured so that it:

• consists only of non-executive directors

• consists of a majority of independent directors

• is chaired by an independent chair, who is not chair of the board

• has at least three members.

Whilst the Audit Committee is not structured in the manner set out in the Principles and Recommendations, the Board is of the view that the experience and professionalism of

the persons on the Board is sufficient to ensure that all significant matters are appropriately addressed and actioned. Further, the Board does not consider that the Company is of sufficient size to justify the appointment of additional directors for

the sole purpose of satisfying this recommendation as it would be cost prohibitive and counterproductive.

As the operations of the Company develop the Board will reassess the formation of the audit committee.

4.3. The audit committee should have a formal charter.

The Company’s Corporate Governance Plan includes an Audit and Risk Committee Charter, which discloses its specific responsibilities.

4.4. Companies should provide the information indicated in the Guide to reporting on Principle 4.

Explanation of departures from Principles and Recommendations 4.1, 4.2 and 4.3 (if any) are set out above. The Company will also explain any departures from Principles and Recommendations 4.1, 4.2 and 4.3 (if any) in its future annual reports.

The Corporate Governance Plan, which includes the Audit & Risk Committee Charter, is posted on the Company’s website.

5. Make timely and balanced disclosure

5.1. Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure

requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.

The Company has a continuous disclosure program in place designed to ensure the compliance with ASX Listing Rule disclosure and to ensure accountability at a senior

executive level for compliance and factual presentation of the Company’s financial position.

5.2. Companies should provide the information indicated in Guide to Reporting on Principle 5.

The Company has not currently departed from Principle and Recommendation 5.1. The Company will provide an explanation of any departures from Principle and Recommendation 5.1 (if any) in its future

annual reports.

The Corporate Governance Plan, which includes a continuous disclosure program, is posted on the Company’s website.

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PRINCIPLES AND RECOMMENDATIONS

COMMENT

6. Respect the rights of shareholders

6.1. Companies should design a communications policy for

promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that

policy.

The Company’s Corporate Governance Plan includes a shareholders

communication strategy, which aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs.

6.2. Companies should provide the information indicated in the Guide to reporting on Principle 6.

The Company has not currently departed from Principle and Recommendation 6.1. The Company will provide an explanation of any departures from Principle and

Recommendation 6.1 (if any) in its future annual reports.

The Corporate Governance Plan, which includes a shareholders communication strategy, will be posted on the Company’s website.

7. Recognise and manage risk

7.1. Companies should establish policies for the oversight and management of material

business risks and disclose a summary of those policies.

The Company’s Corporate Governance Plan includes a risk management policy.

The Board determines the Company’s “risk

profile” and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal control.

7.2. The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on

whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its

material business risks.

The Company’s Corporate Governance Plan includes a risk management policy.

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks

and their management will be recurring items for deliberation at Board Meetings.

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PRINCIPLES AND RECOMMENDATIONS

COMMENT

7.3. The board should disclose whether it has received assurance from the chief executive officer (or equivalent)

and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and

internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

The Company has not yet been required to lodge financial statements in Australia and as a result no declaration has been required.

Reports on risk management are to be provided to the Board by management or the executive director(s) responsible for the management of the individual risk.

The Board will seek the relevant assurance from the management and the executive

directors (or their equivalents) at the relevant time.

7.4. Companies should provide the

information indicated in Guide to

Reporting on Principle 7.

The Company has not currently departed

from Principle and Recommendation 7.1, 7.2 and 7.3. The Company will provide an explanation of any departures from Principle and Recommendation 7.1, 7.2 and 7.3 (if any) in its future annual reports.

The Corporate Governance Plan, which

includes a risk management policy, is posted on the Company’s website.

8. Remunerate fairly and responsibly

8.1. The board should establish a

remuneration committee.

The Board has not established a formal

Remuneration Committee at this point in the Company’s development. It is considered that the size of the Board along with the level of activity of the Company renders this impractical and the Board,

currently serves as a remuneration committee.

The Company’s Corporate Governance Plan includes a Remuneration Committee Charter, which discloses its specific responsibilities.

Remuneration to the executive directors is by way of salary only and to non-executive directors by way of director fees only, with the level of such salary or fees as the context requires, having been set by the Board to an amount it considers to be

commensurate for a company of its size and level of activity.

There is currently no link between performance and remuneration, however, it is the intention of the Board to re-assess this once the Company commences

operations. Further there are no schemes for retirement benefits in existence.

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PRINCIPLES AND RECOMMENDATIONS

COMMENT

8.2. The remuneration committee should be structured so that it:

• consists of a majority of independent directors

• is chaired by an independent director

• has at least three members

Although no formal remuneration committee has been established, the Board currently serves as the remuneration committee.

The composition of the Board is such that the Company does not currently comply with this recommendation.

8.3. Companies should clearly distinguish the structure of non-

executive directors’ remuneration from that of executive directors and senior executives.

The Board has distinguished the structure of non executive director’s remuneration from

that of executive directors and senior executives.

The Company’s Articles of Association provides that the remuneration of non-executive Directors will be not be more than the aggregate fixed sum set by the

Articles of Association and subsequently varied by resolution at a general meeting of shareholders.

The Board is responsible for determining the remuneration of executive directors and senior executives. It is the Board’s objective

to provide maximum stakeholder benefit from the retention of a high quality Board and executive team by remunerating executive directors and senior executives fairly and appropriately with reference to

relevant employment market conditions and by linking the nature and amount of executive directors’ and senior executives emoluments to the Company’s financial and operational performance.

8.4. Companies should provide the information indicated in the Guide to reporting on Principle 8.

Explanation of departures from Principles and Recommendations 8.1, 8.2 and 8.3 (if any) are set out above. The Company will also provide an explanation of any departures from Principles and Recommendations 8.1, 8.2 and 8.3 (if any)

in its future annual reports.

The Corporate Governance Plan, which includes the Remuneration Committee Charter, is posted on the Company’s website.

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12. MATERIAL CONTRACTS

12.1 Loan Agreement

The Company has entered into a loan agreement with Cominco Resources Limited (Cominco), pursuant to which Cominco agreed to lend the Company up to €90,000 (Loan) for costs associated with acquiring the Oyabi Licence and costs incurred by the Company prior to lodgement of this Prospectus.

The Loan is for no fixed term, will be interest free, unsecured and repayable by the Company at the call of Cominco (subject to the Company having the financial resources to repay the Loan). As set out in the Investigating Accountant’s Report in Section 9 of this Prospectus, the current amount drawn down from the Loan facility is $89,391. The Company proposes to repay the Loan following its admission to the ASX.

Cominco Resources Limited is a company associated with Mr Ikin. Mr Ikin is a director of Cominco Resources Limited.

12.2 Joint Venture Agreement

On or about 16 April 2012, the Company, Iron Africa Limited and Equamineral Group Limited entered into an agreement in respect of the joint venture operations in relation to exploring, developing and, if warranted, mining the Oyabi Project (Joint Venture Agreement).

Pursuant to the Joint Venture Agreement the parties agreed that Equamineral Group Limited would be the incorporate joint venture vehicle for the purpose of joint venture activities on the Oyabi Project.

Pursuant to the Joint Venture Agreement, the Company agreed to sole fund joint venture expenditure until completion of a definitive feasibility study, meaning a feasibility study of a standard that would be acceptable for the purposes of establishing whether the Oyabi Project is technically, commercially and economically viable (Bankable Feasibility Study or BFS) to a standard on which to base a decision to mine. Iron Africa Limited will be free carried until completion of the BFS.

The BFS will be 100% funded by the Company by way of a loan to Equamineral Group Limited. The loan will be extinguished on completion of the BFS.

The parties agreed that following completion of the BFS they will enter into a full form Shareholder’s Agreement to govern the operations of Equamineral Group Limited and its conduct of the Oyabi Project joint venture, including, whether further joint venture funding will be in the form of debt or equity contributions from the Company and Iron Africa Limited, or a combination of both.

Following the results of the BFS, where a decision to mine has been made, future funding for will be made by the Company and Iron Africa Limited in proportion to their holdings in the Equamineral Group Limited (being 80/20 respectively).

Mr Colin Ikin holds an indirect beneficial interest in Iron Africa Limited.

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12.3 Royalty Agreement with Iron Africa Limited

On 24 June 2011, the Company and Iron Africa Limited entered into a Royalty Agreement (Royalty Agreement), pursuant to which the Company agreed to pay a fee to Iron Africa Limited in the form of a royalty.

As a result of the corporate structure of the Equamineral Group (being that the Company is the 80% holder of Equamineral Group Limited) and that ESA Congo will be corporate vehicle operating the Oyabi Project, the obligations of the Company pursuant to the Royalty Agreement were assigned to ESA Congo pursuant to a letter of assignment on 23 April 2012. All other terms of the Royalty Agreement stayed the same.

Under the Royalty Agreement (as assigned), ESA Congo agrees to pay to Iron Africa Limited $3.00 per dry metric tonne of iron ore shipped by the Company (or its subsidiaries or affiliates) from the Oyabi Project (Royalty).

The Royalty shall be paid on a quarterly basis on the 15th day of every month following each calendar quarter, on the basis of iron ore processed, sold and shipped from the Oyabi Project for the previous quarter into the bank account nominated in writing by Iron Africa Limited.

The Royalty Agreement shall be valid until cessation of commercial mining activities at the Oyabi Project and is governed by the laws of Australia.

The Royalty Agreement contains other standard terms and conditions expected to be included in an agreement of this nature.

Mr Colin Ikin holds an indirect beneficial interest in Iron Africa Limited.

12.4 Corporate Adviser Agreement – Wolfstar Group

On 14 November 2011 the Company and Wolfstar Group Pty Ltd (Wolfstar) entered into a corporate adviser agreement in relation to the Offer (Corporate Adviser Agreement).

Under the Corporate Adviser Agreement, Wolfstar agreed to assist the Company with its proposed listing on ASX and its associated equity capital raising.

In consideration for the services provided, Wolfstar Group is paid a monthly retainer of $6,000 (plus GST) for a maximum of six months prior to the Offer.

The Company will reimburse Wolfstar Group for all reasonable out-of-pocket expenses incurred including, but not limited to, printing, courier, and travel, and of any other advisers and consultants which may be required.

The Corporate Adviser Agreement contains other standard terms and conditions expected to be included in an agreement of this nature.

12.5 Executive Services Agreement – Mr Colin Ikin

The Company has entered into a service agreement with Mr Colin Ikin to act in the capacity as Executive Chairman of the Company.

Mr Ikin’s employment is effective on the date this Prospectus is lodged at ASIC and will continue until terminated in accordance with the agreement. Mr Ikin is employed on a full time basis.

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Mr Ikin will receive a monthly salary of $25,000, which will be subject to annual review by the Board.

The Company or Mr Ikin may terminate the employment without cause by providing 1 month’s written notice to the other party. Additionally, the Company may terminate the employment immediately and without notice upon certain events akin to misconduct or Mr Ikin’s incapacity.

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13. ADDITIONAL INFORMATION

13.1 Litigation

As at the date of this Prospectus, and subject to the information contained in the paragraph below, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

13.2 Memorandum and Articles

The Company’s Amended and Restated Memorandum and Articles were registered on 24 April 2012.

The following is a summary of the key provisions of the Memorandum and Articles and principal rights and restrictions of Shareholders. This summary is not exhaustive, nor does it constitute a definitive statement of the rights and restrictions of Shareholders.

Investors should note that they will be issued with CDIs under this Prospectus. With the exception of voting rights, the CDIs will have equivalent rights and entitlements as the Shares underlying the CDIs. Please see Sections 2.7, 13.3 and 13.4 for more information about CDIs.

(a) Application of Listing Rules

To the extent of any inconsistency between the Memorandum and Articles and the ASX Listing Rules, the ASX Listing Rules prevail and the Directors are required to take any steps necessary under the laws of the British Virgin Islands to give effect to the above provision.

(b) General meetings

The Board may, whenever it thinks fit, and in accordance with the BVI Business Companies Act convene a general meeting. Notice of every general meeting shall be given to every member of the Company who is, under the Articles, entitled to receive such notices from the Company.

Shareholders can request a general meeting provided Shareholders entitled to exercise 30 per cent or more of the voting rights in respect of the matter for which the meeting is requested, make such request in writing.

(c) Voting rights

Each Share in the Company confers upon the Shareholder the right to one vote at a meeting of the Shareholders of the Company or on any resolution of Shareholders.

A Shareholder may be represented at a meeting of Shareholders by a proxy who may speak and vote on behalf of the Shareholder.

(d) Dividends

Each Share in the Company confers on the Shareholder the right to an equal share in any dividend paid by the Company.

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The Directors of the Company may by resolution of Directors authorise a dividend at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that immediately after the distribution, the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

Dividends may be paid in money, shares or other property.

Notice of any dividend that may have been declared shall be given to each Shareholder as specified in the Articles and all dividends unclaimed for 3 years after having been declared may be forfeited by resolution of Directors for the benefit of the Company.

(e) Winding up

The Company presently has only issued one class of Shares, which all rank equally in the event of winding up.

The Company may by resolution of Shareholders or by a resolution of Directors appoint a voluntary liquidator.

(f) Purchase of own Shares

The Company may redeem, purchase or otherwise acquire all or any Shares in the Company with the consent of the Shareholders whose Shares are to be redeemed, purchased or acquired.

The Company may only offer to acquire Shares if at the relevant time, the Directors determine by resolution of Directors that immediately after the acquisition the value of the Company’s assets will exceed its liabilities and the Company will be able to pay its debts as they fall due.

(g) Transfer of Shares

In order for a Shareholder to transfer his Shares in the Company, he must deliver to the Company’s registered agent an executed instrument of transfer which contains the name and address of the transferee.

The transfer of a Share is effective when the name of the transferee is entered on the Register of Members of the Company.

(h) Takeover protection

There are no takeover provisions under the laws of the British Virgin Islands although please refer to Section 13.5 of this Prospectus for details of certain rights of Shareholders.

(i) Other Material Terms

(i) Variation of Rights

The rights attaching to Shares may only, whether or not the Company is being wound up, be varied with the consent in writing of or by a resolution passed by the holders of more than 50 percent of the issued Shares of that class.

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(ii) Amendment of Memorandum and Articles

Subject to the above paragraph (Variation of Rights), the Company may amend its Memorandum or Articles by a resolution of Shareholders or a resolution of Directors, save that no amendment may be made by a resolution of Directors:

(A) to restrict the rights or powers of the Shareholders to amend the Memorandum or Articles;

(B) to change the percentage of Shareholders required to pass a resolution of Shareholders to amend the Memorandum or Articles;

(C) in circumstances where the Memorandum or Articles cannot be amended by the Shareholders; or

(D) to clauses 7 (Designations, Powers, Preferences, Etc of Shares), 8 (Variation of Rights), 9 (Rights Not Varied By The Issue Of Shares Pari Passu) or this clause (Amendment of Memorandum and Articles) of the Memorandum.

13.3 Rights of CDI Holders

With the exception of voting rights, CDI Holders have the equivalent rights as holders whose securities are legally registered in their own name. The ASX Settlement Operating Rules require that all economic benefits, such as dividends, bonus issues, rights issues or similar corporate actions flow through to CDI Holders as if they were the legal owners of the underlying securities.

The ASX Settlement Operating Rules require the Company to give notices to CDI Holders of general meetings of Shareholders. The notice of meeting must include a form permitting the CDI Holder to direct CDN to cast proxy votes in accordance with the CDI Holder’s written directions. CDI Holders cannot vote personally at Shareholder meetings. The CDI Holder must convert their CDIs into certificated Shares prior to the relevant meeting in order to vote at the meeting in person.

13.4 Converting from a CDI to a Share

CDI Holders may at any time convert their holding of CDIs (tradeable on ASX) to certificated Shares:

(a) for CDIs held through the issuer sponsored sub-register, contacting Computershare in Australia directly to obtain the applicable request form. The removed holding would then be registered into the same address that appeared on the Australian CDI register; or

(b) for CDIs held on the CHESS sub-register, contacting their controlling participant (generally a stockbroker), who will liaise with Computershare in Australia to obtain and complete the request form.

Upon receipt of a request form, the relevant number of CDIs will be cancelled and Shares will be transferred from CDN into the name of the CDI Holder and a registered share certificate be issued. This will cause your Shares to be registered

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on the certificated BVI register of Members and trading will no longer be possible on the ASX.

A holder of Shares may also convert their Shares to CDIs, by contacting the Company Secretary in Australia at +61 8 6141 3500 or juliabeckett@equamineral.com, Computershare in Australia, or their stockbroker (or applicable controlling participant). In this case, the Shares will be certificated if held in uncertificated form, transferred from the Shareholder’s name into the name of CDN and a holding statement will be issued for the CDIs. The CDIs will be tradeable on ASX.

13.5 Differences between BVI and Australian corporate law

The Company is incorporated and exists under the laws of the British Virgin Islands. The following table sets out the principal differences between laws and regulations concerning shares in a company incorporated in the British Virgin Islands as opposed to Australia.

This summary is provided as a general guide only, and is not a comprehensive summary or analysis of all of the consequences resulting from acquiring, holding or disposing of shares or interests in such companies. The laws, rules, regulations and procedures described are subject to change from time to time, and investors should seek their own independent advice in relation to such differences. Please also refer to the risk factors set out in Section 7 of this Prospectus.

Share capital and issue of shares

British Virgin Islands

Subject to the BVI Business Companies Act and to the company's memorandum or articles, shares in the company may be issued, and options to acquire shares in a company granted, at such times, to such persons,

for such consideration and on such terms as the directors may determine.

A statement of the maximum number of shares that the company is authorised to issue or that the company

is authorised to issue an unlimited number of shares, and the classes of shares that the company is authorised to issue, and if the company is authorised to issue two or more classes of shares, the rights, privileges,

restrictions and conditions attaching to each class of shares, must be included in the company's memorandum of association.

Shares may be issued for consideration in any form, including money, a promissory note, or other written obligation to contribute money or

Australia

The constitution of a typical Australian public company authorises the board to issue shares, options and other securities with preferred, deferred or other special rights or such restrictions, whether with regards to dividends, voting, return of capital and other matters as the directors may decide. The constitution typically does not impose any maximum limit on the number of shares.

Under Australian law a company, as part of its legal personality, has the power to issue and cancel shares in the company. In addition to this power a company may also issue bonus shares, preference shares and partly paid shares. The company has the power to determine the terms of and rights and restrictions attaching to the shares it issues.

ASX Listing Rule 7.1 provides that a company must not issue or agree to issue shares exceeding 15% of the company’s issued capital without shareholder approval. Listing Rule 7.4

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property, real property, personal

property (including goodwill and know-how), services rendered or a contract for future services. The consideration for a share with par value shall not be less than the par value of the share.

If shares are to be issued by a company for a consideration other than money, then the directors are required to pass a resolution stating:

a) the amount to be credited for the issue of the shares;

b) their determination of the reasonable present cash value of the non-money consideration for the issue; and

c) that, in their opinion, the present

cash value of the non-money consideration for the issue is not less than the amount to be credited for the issue of the shares.

allows a company to obtain subsequent approval of a security issue, as per Listing Rule 7.1, in order that it is treated as if it had received prior approval.

Share buybacks and share reductions

British Virgin Islands

The BVI Business Companies Act provides that a company may purchase, redeem or otherwise acquire its own shares, either in accordance with the procedures set out in the BVI Business Companies Act, or any other

procedure as provided for in the company's memorandum and articles of association. The statutory provisions do not apply to a company to the extent that they are negated, modified or inconsistent with the provisions

contained in a company's memorandum and articles.

Under the statutory provisions, the directors may make an offer to

purchase, redeem or otherwise acquire the shares in a company provided that the offer is either made:

a) to all shareholders and would, if successful, leave the relative voting and distribution rights

unaffected, and affords each shareholder a reasonable opportunity to accept the offer; or

b) to one or more shareholders

Australia

Under Australian law, a company may reduce its share capital if the reduction is fair and reasonable to the company’s shareholders as a whole, does not materially prejudice the company’s ability to pay its creditors and is approved by shareholders in accordance with the Corporations Act and relevant filings are made and the statutory time period is adhered to.

Under the Corporations Act, if the reduction is an equal reduction, it must be approved by an ordinary resolution passed at a general meeting of the company. However, if the reduction is a selective reduction, it must be approved by either a:

a) special resolution passed at general meeting of the company with no votes cast by those who are to receive consideration as part of the reduction; or

b) a resolution agreed to at a general meeting by all

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and consented to in writing by

all shareholders, or otherwise permitted by the memorandum or articles of association. Where the offer is to one or more shareholders, the directors must have passed a resolution to the

effect that in their opinion the purchase, redemption or other acquisition would:

i. benefit the remaining shareholders; and

ii. that the proposed offer

is fair and reasonable to the company and the remaining

shareholders.

A shareholder may apply to the Court in the British Virgin Islands for an order restraining the proposed purchase, redemption or other acquisition on the grounds that :

a) the purchase, redemption or other acquisition is not in the best interests of the remaining shareholders; or

b) the terms of the offer and the consideration offered for the

shares are not fair and reasonable to the company or the remaining shareholders.

Shares in the company can be redeemed otherwise than at the option of the company if such share is

redeemable at the option of the shareholder and the shareholder gives proper notice to the company of his intention to redeem the share.

Under British Virgin Islands law a company may hold shares that have

been purchased, redeemed or otherwise acquired as treasury shares if the memorandum or articles of the company do not prohibit it from holding treasury shares; the directors

resolve that shares to be purchased, redeemed or otherwise acquired shall be held as treasury shares; and the number of shares purchased, redeemed or otherwise acquired, when aggregated with shares of the same

class already held by the company as treasury shares, does not exceed 50% of the shares of that class previously issued by the company, excluding shares that have been cancelled. All the rights and obligations attaching to a treasury

ordinary shareholders.

In addition, if the reduction involves the cancellation of shares, it must also be approved by a special resolution passed at a meeting of the shareholders whose shares are to be cancelled.

Under Australian law, a company may buy back its own shares if the buy-back does not materially prejudice the company’s ability to pay its creditors and the company follows the procedures laid down in the Corporations Act.

Under the Corporations Act:

a) shareholder approval by ordinary resolution will be required if the buy-back will exceed more than 10% of the company’s issued capital within a 12 month period; and

b) shareholder approval will be required by special resolution if the buy-back will not qualify as an equal access buy-back (a buy-back will qualify as an equal access buy-back if it, among other things, relates only to ordinary shares and the offer is made equally to all holders of ordinary shares, otherwise the buy-back will be a selective buy-back).

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share are suspended and cannot be

exercised by or against the company while it holds a share as a treasury share.

Winding up

British Virgin Islands

The company's voluntary liquidation commences at the time of the

appointment of the voluntary liquidator, irrespective of whether the appointment is brought about by a resolution of the company's directors or its shareholders.

A company shall commence to wind

up and dissolve by a resolution of directors upon expiration of such time as may be prescribed by its memorandum or articles for its existence or if the company has never

issued any shares or upon the happening of an event which has been specified by the memorandum or articles as an event that shall terminate the existence of the company.

A company many only be placed into

solvent voluntary liquidation if it has no liabilities or if it is able to pay its debts as they fall due. If the company does not satisfy this test then it can only be placed into (insolvent) voluntary liquidation in accordance with the

procedure set out in the Insolvency Act 2003 (the "Insolvency Act").

The first step in implementing a voluntary liquidation requires the company's directors to approve a Liquidation Plan. A Liquidation Plan

must specify:

a) the reasons for the liquidation of the company;

b) the directors' estimate of the time required to complete the

liquidation;

c) whether the liquidator is authorised to carry on the company's business if he determines that to do so would be in the best interests of the

company's creditors or shareholders;

d) the names and addresses of each individual to be appointed liquidator, and the remuneration

Australia

Voluntary winding up requires the company to pass a special resolution that it be wound up voluntarily. Subject to the provisions of the Corporations Act regarding preferential payments, upon winding up the property of the company must be applied in satisfaction of its liabilities equally and, unless the company’s constitution otherwise provides, be distributed among the members according to their rights and interests in the company.

For winding-up in insolvency or by the court, a distribution of the surplus assets can only be made by order of the court.

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proposed to be paid to each. It

should be emphasised here that only individuals (not corporate entities) can be appointed liquidators; and

e) whether the liquidator is required to send all the company's

shareholders a statement of account prepared or caused to be prepared by the liquidator in respect of his actions or transactions.

Once the Liquidation Plan has received

the approval of the directors, the next requirement of the directors is that they make a declaration of solvency stating that, in their opinion, the company is and will be able to discharge, pay or

provide for its debts as they fall due. The declaration of solvency is a serious matter for the company's directors and they must have reasonable grounds for their opinion that the company is and will continue to be able to pay or

provide for its debts in full as they fall due.

Takeovers

British Virgin Islands

There are no takeover provisions under the laws of the British Virgin Islands.

Subject to the memorandum or articles of association of a company, members of the company holding 90 per cent. of the votes of the outstanding shares entitled to vote may give a written instruction to a company directing the company to redeem the shares held by the remaining members. Upon receipt of the written instruction, the company is required to redeem the shares specified in the written instruction irrespective of whether or not the share are by their terms redeemable and give written notice to each member whose shares are to be redeemed stating the redemption price and the manner in which the redemption is to be effected.

Australia

The Corporations Act places restrictions on a person acquiring relevant interests in the voting shares of an Australian unlisted public company which has more than 50 members, or an Australian listed company, where, as a result of the acquisition, that person’s or someone else’s voting power in the company (together with the voting power of their associates increases from 20% or below to more than 20% or from a starting point that is above 20% and below 90%.

Certain exceptions apply, such as acquisitions of relevant interests in voting shares made under takeover bids or made with shareholder approval, or creeping acquisitions of not more than 3% in a 6 month period.

Similar to the position under the BVI Business Companies Act, the Corporations Act permits compulsory acquisition of the shares for which acceptances have not been

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received, where a bidder holds not less than a 90% relevant interest in the relevant securities.

Takeover bids must treat all shareholders alike and must not involve any collateral benefits.

Limitations on directors’ liability

British Virgin Islands

British Virgin Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the court to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime). An indemnity will be void and of no effect and will not apply to a person unless the person acted honestly and in good faith and in what he believed to be in the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

Australia

Under the Australian Corporations Act a company or a related body corporate must not exempt a person (whether directly or via an interposed entity) from a liability to the company incurred as an officer of the company.

A company or a related body corporate cannot indemnify a director from any of the following liabilities incurred as an officer of the company:

a) a liability owed to the company;

b) a liability for a pecuniary penalty or a compensation order incurred under the Corporations Act; or

c) a liability that is owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith. This prohibition does not apply to legal costs (but the Corporations Act also restricts a company from indemnifying directors against certain types of legal costs).

Disclosure of substantial holdings

British Virgin Islands

A director is obliged to disclose any interests he may have in a transaction to be entered into by the company (although he remains entitled to vote on the transaction, attend meetings in relation to it and be counted for the purposes of the quorum). Should he fail to do so, the transaction will be

Australia

Under the Corporations Act, a shareholder who begins or ceases to have a substantial holding in a listed company or has a substantial holding in a listed company and there is a movement by at least 1% in their holding, must give a notice to the

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voidable by the company, unless the material facts of the interest are disclosed to the members and the members nevertheless ratify or approve the transaction, or the company receives fair value for it.

company and ASX.

A person has a substantial holding if that person and that person’s associates have a relevant interest in 5% or more of the voting shares in the company.

The Company is not subject to the provisions of the Corporations Act relating to the disclosure of substantial holdings.

Protection of minority shareholders–oppression

British Virgin Islands

The BVI Business Companies Act introduced a series of remedies available to members. Where a company incorporated under the BVI Business Companies Act conducts some activity which breaches the BVI Business Companies Act or the Company's memorandum and articles of association, the court can issue a restraining or compliance order. Members can now also bring derivative, personal and representative actions under certain circumstances. The traditional English basis for members' remedies have also been incorporated into the BVI Business Companies Act - where a member of a company considers that the affairs of the company have been, are being or are likely to be conducted in a manner likely to be oppressive, unfairly discriminating or unfairly prejudicial to him, he may now apply to the court for an order on such conduct.

Any member of a company may petition the court which may make a winding up order if the court is of the opinion that it is just and equitable that the company should be would up.

The BVI Business Companies Act provides that any member of a company is entitled to payment of the fair value of his shares upon dissenting from any of the following:

a) a merger;

b) a consolidation;

c) any sale, transfer, lease, exchange or other disposition

Australia

Under Australian law, a shareholder of an Australian company may apply to the court under the Corporations Act to bring an action in cases of conduct which is either contrary to the interests of shareholders as a whole, or oppressive to, unfairly prejudicial to, or unfairly discriminatory against, any shareholders in their capacity as a shareholder, or themselves in a capacity other than as a shareholder.

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of more than 50 per cent in value of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including:

i. a disposition pursuant to an order of the court having jurisdiction in the matter;

ii. a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interest within one year after the date of disposition; or

iii. a transfer pursuant to the power of the directors to transfer assets for the protection thereof;

iv. a redemption of 10 per cent, or fewer of the issued shares of the company required by the holders of 90 percent, or more of the shares of the company pursuant to the terms of the Act; and

v. an arrangement, if permitted by the court.

Generally any other claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the British Virgin Islands or their individual rights as shareholders as established by the company's memorandum and articles of association.

Accounting and Auditors

British Virgin Islands

A company must keep such records that are sufficient to show and explain the company's transactions and will, at any time, enable the financial position of the company to be determined with reasonable accuracy.

Australia

Under the Corporations Act a company must report to members for a financial year by providing financial reports for the year, director’s reports for the year and an auditor’s report on the financial report or a concise report as specified under the

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Corporations Act.

The directors of a public company must appoint an auditor within 1 month after the day on which the company is registered; however this appointment is subject to confirmation at the next annual general meeting. A public company must appoint an auditor of the company to fill any vacancy in the office of auditor at each subsequent annual general meeting.

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13.6 Options Terms and Conditions

Management Options

The Management Options entitle the holder to subscribe for CDIs on the following terms and conditions:

(a) Each Management Option gives the Optionholder the right to subscribe for one CDI.

(b) The Management Options will expire at 5.00pm (WST) on that date which is three (3) years from the Company’s admission to the Official List of the ASX (Expiry Date). Any Management Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(c) The amount payable upon exercise of each Management Option will be $0.30 (Exercise Price).

(d) The Management Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 100 must be exercised on each occasion.

(e) An Optionholder may exercise their Management Options by lodging with the Company, before the Expiry Date:

(i) a written notice of exercise of Management Options specifying the number of Management Options being exercised; and

(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Management Options being exercised,

(Exercise Notice).

(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(g) Within 5 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of CDIs required under these terms and conditions in respect of the number of Management Options specified in the Exercise Notice.

(h) The Management Options are not transferable, except that if at any time before the Expiry Date the Optionholder dies, the legal personal representative of the deceased Optionholder may:

(i) elect to be registered as the new holder of the Management Options;

(ii) whether or not he becomes so registered, exercise those Management Options in accordance with the terms and conditions on which they were granted, and

(iii) if the deceased has already exercised the Management Options, pay the exercise price in respect of those Management Options.

(i) All CDIs allotted upon the exercise of Management Options will upon allotment rank pari passu in all respects with other Shares.

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(j) The Company will not apply for quotation of the Management Options on ASX. However, The Company will apply for quotation of all CDIs allotted pursuant to the exercise of Management Options on ASX within 10 Business Days after the date of allotment of those CDIs.

(k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(l) There are no participating rights or entitlements inherent in the Management Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Management Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Management Options prior to the date for determining entitlements to participate in any such issue.

(m) A Management Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Management Option can be exercised.

13.7 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(a) as an inducement to become, or to qualify as, a Director; or

(b) for services provided in connection with:

(i) the formation or promotion of the Company; or

(ii) the Offer.

13.8 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no:

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(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;

(b) promoter of the Company; or

(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(a) the formation or promotion of the Company; or

(b) the Offer.

Wolfstar Group has acted as Corporate Adviser to the Company. The Company estimates it will pay Wolfstar Group corporate advisory fees of $36,000 (excluding GST). During the 24 months preceding lodgement of this Prospectus with the ASIC, Wolfstar Group has not received fees from the Company for any other services.

Coffey Mining Pty Ltd has acted as Independent Competent Person and has prepared the Independent Competent Person’s Report which is included in Section 8 of this Prospectus. The Company has paid Coffey Mining Pty Ltd a total of $4,742 (this amount has been calculated based on the total fee of ZAR 37,682 and an exchange rate of ZAR1:AUD$0.12583 on the 18 March 2012). During the 24 months preceding lodgement of this Prospectus with the ASIC, Coffey Mining Limited has not received fees from the Company for any other services.

Pendragon Capital Limited has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Section 9 of this Prospectus. The Company estimates it will pay Pendragon Capital Limited a total of $12,500 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Pendragon Capital Limited has not received any fees from the Company for any other services.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company has paid Steinepreis Paganin a total of $26,000 (excluding GST) and estimates it will pay a further total of $24,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge

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out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has not received fees from the Company totalling for other services.

Emery Mukendi Wafwana & Associes has acted as the solicitors in Congo to the Company and has prepared the Solicitor’s Report on Tenements which is included in Section 10 of this Prospectus. The Company has paid Emery Mukendi Wafwana & Associes a total of $14,140 for these services and estimates it will pay it will pay a further total of $5,656 (these amounts have been calculated based on the total fee of US$21,000 and an exchange rate of US$1:AUD$0.94268 on the 18 March 2012). During the 24 months preceding lodgement of this Prospectus with the ASIC, Emery Mukendi Wafwana & Associes did not receive any other fees from the Company.

Maples and Calder has acted as the solicitors in the British Virgin Islands to the Company in relation to the Offer. The Company will pay Maples and Calder a total of $37,707 for these services (this amount has been calculated based on the total fee of US$40,000 and an exchange rate of US$1:AUD$0.94268 on the 18 March 2012). During the 24 months preceding lodgement of this Prospectus with the ASIC, Maples and Calder did not receive any other fees from the Company.

13.9 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and

(b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Wolfstar Group has given its written consent to being named as Corporate Adviser in this Prospectus in the form and context in which its name appears and has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Coffey Mining Pty Ltd has given its written consent to being named as Independent Competent Person in this Prospectus, the inclusion of the Independent Competent Person’s Report in Section 8 of this Prospectus in the form and context in which the report is included and the inclusion of statements contained in the Investment Overview in Section 4 and Section 6 of this Prospectus in the form and context in which those statements are included. Coffey Mining Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Pendragon Capital Limited has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 9 of this Prospectus in the form and context in which the information and report is included. Pendragon Capital Limited has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Steinepreis Paganin have given their written consent to being named as the solicitors in Australia to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

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Emery Mukendi Wafwana & Associes has given its written consent to being named as the solicitor in Congo to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 10 of this Prospectus in the form and context in which the report is included. Emery Mukendi Wafwana & Associes has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Maples and Calder have given their written consent to being named as the solicitors in the British Virgin Islands to the Company in this Prospectus. Maples and Calder have not withdrawn their consent prior to the lodgement of this Prospectus with the ASIC.

Computershare Investor Services Pty Limited has given its written consent to being named as the share registry to the Company in this Prospectus. Computershare Investor Services Pty Limited has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

13.10 Expenses of the Offer

The total expenses of the Offer (including GST) are estimated to be approximately $360,374 and are expected to be applied towards the items set out in the table below:

Item of expenditure2 Full subscription

(AU$)

ASIC 2,137

ASX 30,557

Corporate Advisory Fees 39,600

Broker Commission 137,500

Share Registry 7,700

Legal Fees 112,503

Independent Competent Person 4,742

Investigating Accountant 13,750

Printing and distribution 11,885

TOTAL 360,374

1 Expenses of the Offer set out above include a total amount of $42,689 that was paid prior to 18 March 2012 and $4,742 that was paid by Cominco (through the Cominco loan facility) Expenses of the Offer to be paid from application monies are $312,943. Refer to Section 4.8 of this Prospectus.

13.11 Foreign Company Registration in Australia

The Company is registered as a foreign company in Australia pursuant to the provisions of the Corporations Act. The Company’s ARBN is 154 618 989. Mr Robert Timmins (also a director of the Company) is appointed to act as the Company’s local agent.

13.12 Company Tax Status and Financial Year

The Company is registered in the British Virgin Islands.

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The Company is not a tax resident of Australia.

The financial year of the Company ends on 30 June of each year.

13.13 Continuous disclosure obligations

Following admission of the Company to the Official List, the Company will be a “disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as such, will be subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company will be required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

Price sensitive information will be publicly released through ASX before it is disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants will also be managed through disclosure to the ASX. In addition, the Company will post this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

13.14 Electronic Prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of this Prospectus or both. Alternatively, you may obtain a copy of this Prospectus from the website of the Company at www.equamineral.com.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

13.15 Financial forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

13.16 Privacy statement

If you complete an Application Form, you will be providing personal information to the Company. The Company collects, holds and will use that information to assess your Application, service your needs as a Shareholder and to facilitate distribution payments and corporate communications to you as a Shareholder.

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

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the share registry at the relevant contact number set out in this Prospectus.

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

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14. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

_______________________________ Colin Ikin Executive Chairman For and on behalf of Equamineral Holdings Limited

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15. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

$ means an Australian dollar.

AFSL means Australian Financial Services Licence.

Applicant means a person who submits a valid Application Form pursuant to this Prospectus.

Application means a valid application made on an Application Form to subscribe for CDIs pursuant to this Prospectus.

Application Form means the application form attached to or accompanying this Prospectus relating to the Offer.

Articles means the Articles of Association of the Company as registered on 24 April 2012.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the official listing rules of ASX.

Board means the board of Directors as constituted from time to time.

BVI Business Companies Act means the BVI Business Companies Act, 2004 (as

amended).

CDI means a CHESS Depositary Interest representing a unit of beneficial ownership in a Share registered in the name of CDN.

CDI Holder means a holder of a CDI.

CDN means CHESS Depositary Nominees Pty Limited.

CHESS means Clearing House Electronic Subregister System.

Closing Date means the closing date of the Offer as set out in the indicative timetable in the Investment Overview in Section 4 of this Prospectus (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company or Equamineral or Equamineral means Equamineral Holdings Limited (ARBN 154 618 989), a company registered in the British Virgin Islands (Company Number 1655704).

Congo means the Republic of Congo.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

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Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

“EL” and “Exploration Licence” means an area granted under the Mining Act in respect to mineral exploration.

“Memorandum” means the Memorandum of Association of the Company as registered on 23 2012.

“Memorandum and Articles of Association” means the Memorandum and the Articles;

Management Option means an Option to be issued on the terms set out in Section 13.6.

Offer means the offer of CDIs pursuant to this Prospectus as set out in Section 4.6 of this Prospectus.

Official List means the official list of ASX.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

Option means an option to acquire a CDI.

Optionholder means a holder of an Option.

Project or Oyabi Project means the Company’s Oyabi iron ore project summarised in Section 6.3 of this Prospectus and described in more detail in the Independent Competent Person’s Report in Section 8 of this Prospectus.

Prospectus means this prospectus.

Section means a section of this Prospectus.

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

Shareholder means a holder of Shares.

WST means Western Standard Time as observed in Perth, Western Australia.

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