110609 Strickland IPO Prospectus FINAL clean · Topic Summary Reference Who is Strickland?...

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PROSPECTUS IMPORTANT INFORMATION This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative. ACN 149 219 974 For an offer of 15,000,000 Shares at an issue price of $0.20 each to raise $3,000,000. Oversubscriptions of up to a further 5,000,000 Shares at an issue price of $0.20 each to raise up to an additional $1,000,000 may be accepted. LEAD MANAGER TO THE OFFER WA Bligh Capital (WA) Pty Ltd As corporate authorised representative of AFSL 329340 For personal use only

Transcript of 110609 Strickland IPO Prospectus FINAL clean · Topic Summary Reference Who is Strickland?...

Page 1: 110609 Strickland IPO Prospectus FINAL clean · Topic Summary Reference Who is Strickland? Strickland Resources Limited (Strickland) is an Australian company incorporated on 9th of

P R O S P E C T U S

IMPORTANT INFORMATIONThis is an important document that should be read in its entirety.

If you do not understand it you should consult your professional advisers without delay.

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

ACN 149 219 974

For an offer of 15,000,000 Shares at an issue price of $0.20 each to raise $3,000,000.

Oversubscriptions of up to a further 5,000,000 Shares at an issue price of $0.20 each to raise up to

an additional $1,000,000 may be accepted.

LeAd MANAgeR TO The OFFeR

WA

Bligh Capital (WA) Pty LtdAs corporate authorised representative of AFSL 329340

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Strickland Resources Limited – Prospectus June 2011 1

IMPORTANT NOTICE

This Prospectus is dated 9 June 2011 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.

The expiry date of this Prospectus is at 5.00pm WST on that date which is 13 months after the date this Prospectus was lodged with the ASIC (Expiry Date). No Shares may be issued on the basis of this Prospectus after the Expiry Date.

Application will be made to ASX within seven (7) days after the date of this Prospectus for Official Quotation of the Shares the subject of 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. Failure to comply with these restrictions may violate securities laws. 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.

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

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative.

WEB SITE – ELECTRONIC PROSPECTUS

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

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

EXPOSURE PERIOD

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act.

Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge applications prior to the expiry of the Exposure Period.

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Strickland Resources Limited – Prospectus June 2011 2

CONTENTS

1.  CORPORATE DIRECTORY ........................................................................................ 8 

2.  CHAIRMAN’S LETTER ............................................................................................... 9 

3.  COMPANY AND PROJECT OVERVIEW .............................................................. 10 

4.  INVESTMENT AND OFFER DETAILS .................................................................. 14 

5.  BOARD & MANAGEMENT ....................................................................................... 20 

6.  INDEPENDENT TECHNICAL REPORT ................................................................ 24 

7.  INVESTIGATING ACCOUNTANT’S REPORT .................................................... 51 

8.  SOLICITOR’S REPORT ON TENEMENTS ........................................................... 66 

9.  MATERIAL CONTRACTS ......................................................................................... 82 

10.  RISK FACTORS ......................................................................................................... 85 

11.  ADDITIONAL INFORMATION .............................................................................. 92 

12.  DIRECTORS’ AUTHORISATION ........................................................................ 100 

13.  GLOSSARY ............................................................................................................... 101 

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Strickland Resources Limited – Prospectus June 2011 3

KEY INFORMATION

Important Dates

Lodgement of Prospectus with the ASIC 9 June 2011

Opening Date 16 June 2011

Closing Date of the Offers 5pm pm WST on 8 July 2011

Despatch of Holding Statements 13 July 2011

Expected date for listing on ASX 19 July 2011

The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Date or close the Offer early without notice.

Key Offer Statistics

Offer Price $0.20 per share

Full Subscription

($3m)

Over Subscription

($4m)

Reference

Number of founder and seed Shares currently on issue

8,000,000 8,000,000 Section 11.9

Number of vendor Shares to be issued 1,000,000 1,000,000 Section 9.1

Number of Shares available under the Offer 15,000,000 20,000,000 Section 4.2

Number of Options available under the Prospectus 4,000,000 5,000,000 Section 11.2

Total proceeds from the Offer $3 million $4 million

Total number of Shares on issue following the Offer 24,000,000 29,000,000

Total number of Options on issue following the Offer

8,500,000 9,500,000

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Strickland Resources Limited – Prospectus June 2011 4

INVESTMENT OVERVIEW

This information is a selective overview only. Investors should read the Prospectus in full, including the experts’ reports in this Prospectus before deciding whether to invest in Shares.

Topic Summary Reference

Who is Strickland?

Strickland Resources Limited (Strickland) is an Australian company incorporated on 9th of February 2011 with the objective of exploring its 14 Mile Well Project and projects in the resources sector, both in Australia and overseas, by way of acquisition or investment.

Section 3 and 4.4

14 Mile Well Project

The 14 Mile Well Project is located approximately 50 kilometres east of Leonora in Western Australia. It contains extensive alluvial gold workings and historic shafts some 15 kilometres west of the Wallaby gold mine (7 Million ozs).

Sections 3 and 6

Of the 14 Mile Well Project area, Strickland currently has the rights to 100% of 17 prospecting licence applications covering approximately 32km2, and has agreed to acquire 80% of 1 Mining Lease and 7 granted prospecting licenses. The total 14 Mile Well Project area is approximately 47km2.

Significant alluvial gold has been won from the 14 Mile Well Project area over many years. Previous explorers have identified significant geochemical and drill anomalies that require additional drilling. The Tatong Prospect measures some 4000m by 1000m and remains open to the NW. Further drilling work is required to explain this anomalism.

Gold anomalies and occurrences associated with, and adjacent to, the Granite/Greenstone contact zone in the east of the tenement block provide an attractive exploration target that has yet to be fully tested.

New projects and acquisition

The Company intends to pursue new projects in the resources sector, both in Australia and overseas, by way of acquisition or investment.

Section 3.4

How will the funds raised be used?

The Company intends to use the funds raised under the Offer to:

undertake further exploration to follow up and explain gold occurrences at the 14 Mile Well project. The high grade Christmas Gift/Castlemaine workings have had minimal work undertaken on them, representing a ‘stand up’ drill target.

pursue new projects in the resources sector, both in Australia and overseas

Section 4.5

Who are the Directors?

Strickland’s Board comprises of John Hannaford, Brian Thomas and Morgan Barron. They have a balance of corporate and geological experience which will be applied in pursuing and reviewing potential acquisition and investments. Messrs Hannaford and Barron have successfully completed several corporate transactions involving the acquisition and commercialisation of resources project opportunities both in Australia and overseas. Mr Thomas is a geologist and minerals economist with many years corporate experience with junior resources companies, investment banking and in the finance sector.

Section 5.1

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What are the Directors interests?

The Directors each hold Shares and Options in the Company and are entitled to remuneration.

Mr Hannaford is a director of Bligh Capital (WA) Pty Ltd. Bligh Capital (WA) Pty Ltd is the Lead Manager and is entitled to various fees and may be issued up to 500,000 Options under this Prospectus.

Mr Hannaford is a director of Ventnor Capital Pty Ltd. Ventnor Capital Pty Ltd will be paid fees for corporate administration services.

Section 11.4

Section 9.3 and 11.2(b)

Section 9.4

What is being offered?

15 million new Shares are being offered by Strickland at an issue price of $0.20 each to raise $3 million (with up to a further $1 million in oversubscriptions).

Shares issued under the Offer will represent approximately 63% of the paid-up capital of Strickland following the Offer (on an undiluted basis and excluding oversubscriptions).

Section 4

How do I apply for Shares?

Applications for Shares under the Offer can be made by completing the Application Form accompanying this Prospectus (including a paper copy of an Application Form issued and distributed with an electronic version of this Prospectus), in accordance with the instructions relating to it.

Application Form

What are the costs of the Offer and who is paying them?

The cash costs of the Offer (including Broker commissions, expert’s fees, legal and accounting costs, ASIC fees and ASX fees) based on $3 million being raised are estimated to total approximately $350,000 and will be paid by Strickland.

The Company also intends to issue up to 4 million Options at an issue price of $0.0001 to brokers and AFSL holders who assist with the raising of funds under this Prospectus and their nominees.

Section 11.8

Section 11.2(b)

When will I receive dividends?

As Strickland is a mineral exploration company and is not mining, generating revenue or making profits, the Directors do not anticipate that Strickland will pay dividends in the immediate future.

How can I obtain further information?

By reading this Prospectus in its entirety.

By speaking to your accountant, stockbroker or other professional adviser.

If you require assistance or additional copies of this Prospectus, please contact the Company on (08) 9482 0500.

Contact details For further details, see the Corporate Directory at the beginning of this Prospectus.

Section 1

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Strickland Resources Limited – Prospectus June 2011 6

INVESTMENT RISKS

Mineral exploration, development and mining are high risk enterprises and only occasionally provide high rewards. Potential investors should consider an investment in Strickland as speculative.

Investors should be aware that an investment in the Company involves risks that may be higher than risks associated with an investment in some other companies. Careful consideration should be given to all matters raised in this Prospectus and the relative risk factors prior to applying for Shares offered under this Prospectus. Some of these risks can be mitigated by the use of appropriate safeguards and actions, but some are outside the Company’s control and cannot be mitigated.

Some of the key risks associated with an investment in Strickland are summarised in the following table. This list of risks is not exhaustive and full details are set out in Section 10 of this Prospectus. The occurrence of any of the risks or events outlined below could have a materially adverse effect on the Company’s operations and, in turn, the price at which its Shares trade on ASX.

Investors should consider these risk factors, together with the information contained elsewhere in this Prospectus, before deciding whether to apply for Shares.

Risk area Risks Ref

Exploration and Development

The Tenements to be acquired by the Company are prospecting licenses. Potential investors should understand that mineral exploration and development are high-risk undertakings.

10.2.1

Grant, Tenure and Native Title Access

Seventeen of the Tenements in which the Company has or will have an interest are currently in the application stage. The Company will not be able to commence exploration on these Tenements until they are granted. There is no guarantee that these applications will become granted tenements.

Five of the Tenements consist of prospecting licences with an expiry date of 22 November 2011. Whilst an application has been made for a mining lease over the ground the subject of these prospecting licences, there is a risk that the mining lease may not be granted.

Further, some of the Tenements are subject to agreements with third parties. If any of these third parties default in their obligations under those agreements, it could make the Tenements liable to forfeiture or otherwise have a detrimental effect on the Company’s operations.

The Tenements are the subject of the Kurrku native title determination and may be the subject of additional native title claims. The Company may also enter into heritage agreements with respect to the Wongatha native title claim (which was dismissed in February 2007).

10.2.2

8 and 9

Security bonds The Western Australian Department of Mines and Petroleum has foreshadowed possible changes to the security bond requirements in Western Australia. Any changes may have adverse consequences for the Company.

10.2.4

Capital Requirements

There is no certainty regarding the Company’s ability to raise equity and debt to meet future capital requirements.

10.2.13

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Conflicts of Interest

Certain Directors of the Company are also Directors and officers of other companies engaged in mineral exploration and development and mineral property acquisitions. Accordingly, certain conflicts of interest arise.

10.2.14

Reliance on Key Personnel

The successful day to day management of the Company relies solely on its Key Management Personnel and the Company’s ability to retain these personnel.

10.2.15

General Risks Economic risks, insurance risk, market conditions, general resource sector risks, regulatory risk and other risks exist.

10.3

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Strickland Resources Limited – Prospectus June 2011 8

1. CORPORATE DIRECTORY

Directors

John Hannaford Non-Executive Chairman Brian Thomas Non-Executive Director Morgan Barron Non-Executive Director Company Secretary Phillip Wingate Investigating Accountant

HLB Mann Judd Level 4 130 Stirling Street PERTH WA 6000

Registered Office

Suite 2, 12 Parliament Place WEST PERTH WA 6005 Telephone: (08) 9482 0500 Facsimile: (08) 9482 0505 Email: [email protected] Website: www.stricklandresources.com.au

Share Registry

Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153 Solicitors Fairweather Corporate Lawyers Ground Floor 1 Havelock Street WEST PERTH WA 6005

Lead Manager to the Offer Bligh Capital (WA) Pty Ltd Suite 2, 12 Parliament Place WEST PERTH WA 6005 Independent Technical Expert

Al Maynard & Associates Suite 9/280 Hay Street, Subiaco, WA, 6008 Auditor HLB Mann Judd Level 4 130 Stirling Street PERTH WA 6000

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Strickland Resources Limited – Prospectus June 2011 9

2. CHAIRMAN’S LETTER

9 June 2011

Dear Investor

On behalf of the Directors of Strickland Resources Limited (Strickland or Company), I am pleased to invite you to subscribe for Shares at an issue price of $0.20 each under this Prospectus.

The Company is seeking to raise $3,000,000 through the issue of 15,000,000 Shares at an issue price of $0.20 each. Oversubscriptions of up to a further 5,000,000 Shares at an issue price of $0.20 each to raise up to an additional $1,000,000 may be accepted. You may apply for Shares using the Application Form attached to this Prospectus.

Upon completion of this capital raising Strickland will be able to complete the acquisition of an 80% interest in the 14 Mile Well gold project, consisting of 7 granted prospecting licences and 1 mining lease located east of Leonora in Western Australia. The Company has submitted a further 17 prospecting licence applications contiguous to the 14 Mile Well Project, which together will encompass a tenement package covering some 47km2. It contains extensive alluvial gold workings and historic shafts some 15 kilometres west of the Wallaby gold mine (7 Million ozs). Following its proposed listing on ASX, Strickland’s strategy is to both commence exploration at the 14 Mile Well Project as well as to source potential resource projects for acquisition, both in Australia and overseas. This Prospectus includes details of the Company, its assets and proposed exploration and assessment. There is also a statement of risks associated with investing in the Company that every person interested in investing in Strickland should read and understand. Please ensure you obtain independent professional advice if you do not understand any of the risks. On behalf of the Directors, I commend this investment opportunity to you and look forward to welcoming you as a shareholder.

Yours faithfully,

John Hannaford Chairman

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Strickland Resources Limited – Prospectus June 2011 10

3. COMPANY AND PROJECT OVERVIEW

On 18 February 2011, Strickland entered into an heads of agreement to acquire 80% of 8 granted tenements located in the project area named the 14 Mile Well Project located in the Leonora-Laverton district of the Eastern Mineral Fields of Western Australia approximately 50 km east of Leonora. Concurrently, Strickland lodged a further 17 prospecting license applications with the Department of Mines and Petroleum that are located adjacent to the 8 granted tenements. The total area of interest of the 14 Mile Well Project is approximately 47km2.

A mining lease application covering five of the granted prospecting licences has been made, and the prospecting licences remain in force in accordance with the Mining Act until the application has been determined.

3.1. Project Overview

Significant alluvial gold has been extracted from the whole of the 14 Mile Well project area over many years. Several extensive dry-blowing and metal detector depressions occur within the Tenements together with old shafts and prospecting pits. From 1900 until the present day the production is believed to be several thousand ounces of gold in nugget and ‘dust’ form. Many smaller dry-blowing areas are also present in the area. These dry-blowings and prospector scrapings are related to the acid porphyry, acid volcanic tuff and widespread argillaceous sediments. Very large outcrops of sulphide gossan and quartz vein gossan occur adjacent to these workings. The sulphide zones are indicators of mineralising fluids.

The Directors consider exploration is warranted to test for further alluvial deposits and for the depth extensions of the source quartz reefs and hard rock mineralisation. The Christmas Gift/Castlemaine workings have had limited work completed on the down dip extensions to the high grade occurrences at the surface. Drilling may locate high grade sections of the reef suitable for open cut or underground extraction.

Main Shaft Castlemaine Prospect

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3.2. Location and Tenure

The 14 Mile Well project is located approximately 50 kilometres east of Leonora in Western Australia. The project area is located 15km west of the Wallaby gold mine.

Location of the 14 Mile Gold Project in Western Australia

Gold mines in the region of the 14 Mile Gold Project

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3.3. Geology and Exploration History

Gold mineralisation in the region is generally associated with weathered sulphide bearing quartz veins discontinuously developed in distinct shear or fault zones. These zones can form a fairly close spaced en echelon array or single vein with many kilometres lateral extent. Varying from a few tens of centimetres up to about 10 metres wide (mostly filled by quartz vein material), the zones can show strong shearing adjacent to the main quartz veins with weak to strong alteration associated with gold mineralisation. Alteration can include sulphide, silica, carbonate, chlorite, and sericite/kaolin. Generally, gold is confined within a well constrained, narrow principal lode with little mineralisation in the wallrock.

The exploration in the past has identified the presence of four styles of mineralisation.

Granny Smith style of gold mineralisation in close proximity to late stage acid intrusive;

Large high grade gabbro/dolerite hosted gold deposit at depth in structural settings;

Small high grade surface enriched pods suitable for toll treatment in the surrounding operations with treatment plants, and

Alluvial patches and accumulations which could be lucrative for the Company and provide funds for ongoing exploration.

Previous explorers have identified significant geochemical and RAB drilling anomalies that require additional drilling follow-up. The Tatong Prospect measures some 4,000m by 1,000m and remains open to the NW. (see figure 6 of the Independent Experts Report in Section 6).

Several RAB and Aircore drilling programs in addition to geological mapping, geochemistry and geophysical surveys were undertaken between 1992 and 1995. This work located a number of anomalies (the ‘Tatong’, ‘Anomaly 1’ and ‘Anomaly 2b’ prospects), however the work was hampered by thick sedimentary cover in some areas.

Exploration during the 1997-98 period included mapping, rock chip sampling, aeromagnetics, RAB and RC drilling. The work undertaken was based on geological models which includes a geological sequence of mafic volcanic with intercalated felsic tuffs, argillaceous sediments and interflow sulphide rich cherts and carbonaceous sediments with a WNW strike. The work confirmed extensive gold anomalies and further occurrences associated with – or adjacent to, the granite/greenstone contact zone (including the Anomaly One prospect) in the east of the tenement block. This provides an additional exploration target that has yet to be fully tested. Please refer to the Independent Geological Report at Section 6 for further information.

3.4. Other Projects by Acquisition and Investment

In addition to commencing exploration activities on the 14 Mile Well Project, the Company intends to pursue new projects in the resources sector, both in Australia and overseas, by way of acquisition or investment.

In determining the suitability of investment opportunities, the Directors will use their experience in evaluating projects, the principle investment criteria will include:

(a) Prospectivity, location and size of the project;

(b) Favourable risk to reward equation;

(c) Ability to bring a successful discovery into production; and

(d) Capital market support for the project.

Due to the uncertainties inherent in the process of identifying and acquiring suitable projects, an investment in the Company should be considered speculative.

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3.5. Competent Person’s Statement

The information in this Prospectus that relates to exploration results, mineral resources or ore reserves is based on information compiled by Mr Al Maynard of Al Maynard & Associates Pty Ltd who is a member of the Australasian Institute of Mining and Metallurgy. Mr Maynard has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Maynard consents to the inclusion in the Prospectus of the matters based on his information in the form and context in which it appears.

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4. INVESTMENT AND OFFER DETAILS

4.1 Important Notice

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

4.2 The Offer

Pursuant to the Offer, the Company invites applications for 15,000,000 Shares at an issue price of $0.20 each to raise $3,000,000.

Oversubscriptions of up to a further 5,000,000 Shares at an issue price of $0.20 each to raise an additional $1,000,000 may be accepted.

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

4.3 Indicative Timetable

Lodgement of Prospectus with the ASIC 9 June 2011

Opening Date 16 June 2011

Closing Date of the Offers 5pm pm WST on 8 July 2011

Despatch of Holding Statements 13 July 2011

Expected date for listing on ASX 19 July 2011

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.

4.4 Objectives

The strategic objectives of the Company are to:

(a) create Shareholder value through conducting targeted exploration programs on the Company’s 14 Mile Well gold project in Western Australia and any granted prospecting licence applications; and

(b) pursue new projects in the resources sector, both in Australia and overseas, by way of acquisition or investment.

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

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4.5 Use of Proceeds

The Company intends to apply the funds raised from the Offer together with the Company’s existing cash resources (approximately $400,000) over a 2 year period as follows:

Full Subscription

($3m)

Over Subscription

($4m)

Vendor payment1 100,000 100,000

Exploration Program2 1,400,000 1,900,000

Working Capital & Project Evaluation3 1,000,000 1,440,000

Corporate Overheads and Administration4 550,000 550,000

Costs of the Offer5 350,000 410,000

TOTAL $3,400,000 $4,400,000

Notes:

1 See Section 9.1 for further information.

2 See Section 8 of the Independent Geologists Report for further details on the Company’s planned exploration programs. The Company may vary the allocation with the proposed exploration program depending upon exploration success and the grant of its prospecting licence applications.

3 These expenses relate to due diligence costs on potential investment opportunities including tax and legal advice, consulting costs, travel and all other required expenditure relating to the assessment of potential opportunities in the resources sector.

4 These expenses include wages and superannuation of employees and Directors, rent and outgoings, accounting fees, legal fees, ASX listing fees, auditing fees, insurance, share registry fees, general travel expenses and all other items of a general administrative nature. See section 11.5 for details of Directors' remuneration.

5 This represents only the cash costs of the Offers. The Company also intends at the discretion of the Board to issue up to 4 million Options under this Prospectus to brokers and AFSL holders who assist with the raising of funds under this Prospectus. See section 11.2 (b) for further information.

The above table is a statement of current intentions as of the date of lodgement of this Prospectus with the ASIC. As with any budget, intervening events (including exploration success or failure and grant of tenement applications) and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.

In the event the amount raised under this Prospectus is less than the full oversubscriptions, after accounting for reduced costs of the Offer by reason of the reduced fund raising fees, it is intended that the additional amount raised will be applied firstly in additional exploration up to a total of $1,900,000 and then towards working capital and project evaluation.

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4.6 Capital Structure

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

Shares1 Full Subscription

($3m)

Over Subscription

($4m)

Shares on issue at date of Prospectus2 8,000,000 8,000,000

Shares offered to the vendors as set out in the tenement sale agreement summarised in Section 9.1.

1,000,000 1,000,000

Shares now offered at 20 cents 15,000,000 20,000,000

Total Shares on issue at completion of the Offer 24,000,000 29,000,000

1 The rights attaching to ordinary shares are summarised in section 11.1.

2 Prior to the date of this Prospectus, the Company issued the following securities:

(a) 4,000,000 Shares at a price of $0.01 each to founding investors including the Directors to fund the acquisition costs associated with the 14 Mile Well Project; and

(b) 4,000,000 Shares at a price of $0.10 each to seed capital investors to fund the listing costs and pre listing capital requirements of the Company.

Options1 Full Subscription

($3m)

Over Subscription

($4m)

Options on issue at date of Prospectus 4,500,000 4,500,000

Options to be offered under this Prospectus 2 4,000,000 5,000,000

Total Options on issue at completion of the Offer3 8,500,000 9,500,000

1 The terms and conditions of all Options on issue are summarised in Section 11.3

of this Prospectus.

2 Under this Prospectus and at the Board’s discretion, the Company offers between 3 and 4 million Options to certain brokers and AFSL holders who assist with the raising of funds under this Prospectus. Refer to Section 11.2(b) and 11.3. of this Prospectus for further details. The Company also offers 1 million Options to the vendors under this Prospectus and in accordance with the tenement sale agreement summarised in Section 9.1.

3 The Company proposes to undertake a non–renounceable entitlement issue of Entitlement Options within approximately three to six months after the listing on ASX. Refer to section 4.16 for further details. For

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4.7 Applications

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

Payment for the Shares must be made in full at the issue price of $0.20 per Share. Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. Completed Application Forms and accompanying cheques must be delivered to:

Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153

or mailed to:

Security Transfer Registrars Pty Ltd PO Box 535 APPLECROSS WA 6953

Cheques should be made payable to “Strickland Resources Limited – Share Offer Account” and crossed “Not Negotiable”. Completed Application Forms must reach one of the above addresses by no later than the Closing Date.

The Company reserves the right to close the Offer early.

4.8 Oversubscriptions

The Company may accept oversubscriptions of up to a further 5,000,000 Shares at an issue price of $0.20 under the Offer to raise a further $1,000,000 before costs. The maximum amount which may be raised under this Prospectus is therefore $4,000,000.

4.9 Allotment

Subject to ASX granting approval for the Company to be admitted to the Official List, allotment of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date. Prior to allotment, all application monies shall be held by the Company on trust. The Company, irrespective of whether the allotment of Shares takes place, will retain any interest earned on the application monies.

The Directors reserve the right to allot Shares in full for any application or to allot any lesser number or to decline any application. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus application monies will be returned by cheque to the applicant within seven (7) days of the allotment date.

4.10 Minimum Subscription

The minimum subscription to be raised pursuant to the Offer is $3 million.

If the minimum subscription has not been raised within four (4) months after the date of this Prospectus, the Offer will not proceed and all application monies will be returned to Applicants (without interest).

4.11 ASX Listing

The Company will apply to ASX within seven (7) days after the date of this Prospectus for admission to the Official List and for Official Quotation of the Shares offered under this Prospectus. If the Shares are not admitted to quotation on ASX within three (3) months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Shares offered by this Prospectus will be allotted or issued. In that circumstance, the Offer will not proceed and all application monies will be returned to Applicants (without interest).

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4.12 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 such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia.

It is the responsibility of applicants outside Australia to obtain all necessary approvals for the allotment and issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained.

4.13 Not Underwritten

The Offer is not underwritten.

4.14 Lead Manager to the Offer

Bligh Capital (WA) Pty Ltd has agreed to act as Lead Manager to the Offer.

The terms of the appointment and remuneration of Bligh Capital (WA) Pty Ltd are summarised in Section 9.3 of this Prospectus.

Mr Hannaford is a director of Bligh Capital (WA) Pty Limited and may receive a financial benefit in relation to the placing of Shares under the Offer. Any such benefit is on arm’s length terms. Please refer to section 11.2(b) and 11.8 for further details.

4.15 Commissions Payable

The Company reserves the right to pay a commission of up to 6% (excluding goods and services tax) of amounts subscribed to any licensed securities dealers or Australian financial services licensee in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

The Company may at the discretion of the Board also issue up to 4,000,000 Options to brokers and AFSL holders that assist in raising funds under this Prospectus, or their nominees. Please refer to section 11.2(b) for further details.

4.16 Entitlement Options

It is proposed that the Company will proceed with an Option entitlement issue within approximately three to six months after admission to the Official List of ASX. The Option entitlement is intended to be on the basis of one Entitlement Option for every three Shares held. The subscription price per Entitlement Option and other terms will be determined by the Board.

It is proposed that all Shareholders registered on the applicable entitlement date will be entitled to participate in the non-renounceable entitlements issue of Options.

A disclosure document for the issue of Entitlement Options will be issued and mailed to eligible Shareholders when the proposed Options are offered. Anyone who wishes to acquire Options will need to complete an application form which will be in or

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accompanying the disclosure document. Application will be made for the Options to be granted Quotation on the ASX.

Any issue will be subject to then prevailing market conditions.

The Board reserves the right to adjust the terms of the Options proposed to be issued under the entitlements issue or to not proceed with the issue.

4.17 CHESS

The Company will apply to participate in the Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASTC Settlement Rules.

Under CHESS, the Company will not issue certificates to investors. Instead, holders of Shares will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement.

4.18 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.

The Company expects that certain securities currently held by the Directors and Vendors will be escrowed in accordance with ASX Listing Rules.

4.19 Privacy Statement

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

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

You can access, correct and update the personal information that we hold about you. If you wish to do so, please contact the Share Registry at the relevant contact number set out in this Prospectus.

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

4.20 Queries

This Prospectus provides information for investors to decide if they wish to invest in the Company and should be read in its entirety. If you have any questions about investing in the Company, please contact your stockbroker, financial planner, accountant, lawyer or independent financial adviser.

Any queries regarding the Offer should be directed to Phillip Wingate, Company Secretary on +61 8 9482 0500.

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

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Strickland Resources Limited – Prospectus June 2011 20

5. BOARD & MANAGEMENT

5.1 Directors

John Hannaford Non-Executive Chairman

Mr Hannaford has extensive financial experience from several corporate roles in Australia, Asia and Europe, with a resources emphasis ranging from listed oil producers and oilfield construction groups to gold and mineral exploration companies, as well as banking. He co-founded boutique corporate advisory firm Ventnor Capital Pty Ltd which specialises in the provision of corporate services to the junior resources sector. At Ventnor Capital Pty Ltd, he has been responsible for several new listings and M&A transactions including Emerald Oil & Gas NL, Bathurst Resources Ltd, Transit Holdings Ltd, Atlantic Limited, & Comdek Limited. Mr Hannaford is a director and authorised representative of Ventnor Capital’s associated company Bligh Capital (WA) Pty Ltd.

Mr Hannaford is currently a director of Emerald Oil & Gas NL and Monteray Mining Group Ltd. He graduated from the University of Western Australia with a Bachelor of Commerce degree in 1986, majoring in finance and economics. He qualified as a Chartered Accountant in 1990, gaining experience with Arthur Andersen audit division in Perth and in Hong Kong. He is a Fellow of the Financial Services Institute of Australasia (FINSIA). Brian Thomas Non-Executive Director

Brian Thomas is a geologist and mineral economist with extensive experience as both an executive and non-executive director with small to mid-sized market capitalisation publicly listed resources companies. Mr Thomas holds a Bachelor of Science, a Master of Business Administration and a Graduate Certificate of Applied Finance and Investment. He is a member of the Australian Institute of Company Directors and the Australasian Institute of Mining and Metallurgy plus a senior associate of the Financial Services Institute of Australia.

He previously held a number of roles in the finance sector including a senior business development role with a major Australian bank sourcing energy and resources financing opportunities, investment banking with a global investment banking group and corporate stockbroking with two major Australian based firms. The shift to the finance sector followed over 20 years in both production and exploration operational management roles in the resources sector. Mr Thomas is currently a director of ASX listed Transit Holdings Ltd, Charter Pacific Corporation Limited, Noble Mineral Resources Ltd and Bailey Minerals NL. Morgan Barron Non-Executive Director

Morgan Barron is a qualified Chartered Accountant who has worked in various corporate roles both in Australia and Europe. Whilst at Ventnor Capital Pty Ltd he has been involved in a number of director and company secretarial functions and ASX junior transactions. Mr Barron is currently a director of ASX listed Epic Resources Ltd.

Mr Barron holds a Bachelor of Commerce Degree, is an Associate of the Securities Institute of Australia, and an Associate of the Institute of Chartered Accountants in Australia. Mr Barron provides a strong commercial, financial and management background.

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5.2 Management and Consultants

Phillip Wingate Company Secretary

Phillip Wingate holds a Bachelor of Commerce Degree from Curtin University Australia, and is an Associate of the Institute of Chartered Accountants in Australia. After graduating from University, he started his career in commercial and management accounting with a large private construction group.

Mr Wingate has been involved in a number of company secretarial positions and ASX junior transactions. Phillip is currently company secretary of ASX listed Radar Iron Ltd and has been closely involved with the mining sector in Western Australia since 2008. Phillip has a strong financial and management reporting background.

Geological Consultant

The Company intends to engage a consulting geologist to commence exploration activities as soon as practical once ASX admission has been granted. The consultant will be responsible for managing and overseeing the activities at the 14 Mile Well Project and reviewing potential resources industry projects for investment.

5.3 Corporate Governance

The primary responsibility of the Board is to represent and advance Shareholders' interests and to protect the interests of all stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.

The responsibilities of the Board include:

• Protection and enhancement of Shareholder value;

• Formulation, review and approval of the objectives and strategic direction of the Company;

• Approving all significant business transactions including acquisitions, divestments and capital expenditure;

• Monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results;

• Ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;

• The identification of significant business risks and ensuring that such risks are adequately managed;

• The review and performance and remuneration of executive directors and key staff;

• The establishment and maintenance of appropriate ethical standards; and

• Evaluating and, where appropriate, adopting with or without modification, the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.

The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability. Subject to the exceptions outlined below the Company has adopted the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines. Copies of corporate governance policies will be accessible on the Company's website at www.stricklandresources.com.au.

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As the Company’s activities develop in size, nature and scope the implementation of additional corporate governance structures will be given further consideration.

The Board sets out below its "if not, why not" report in relation to those matters of corporate governance where the Company's practices depart from the recommendations.

Recommendation reference -

ASX Guidelines

Notification of Departure

Explanation for Departure

2.1 and 2.2 A majority of the Board are not independent directors.

The Chairman is not an independent director.

The Board takes the view that Messrs Hannaford (Chairman) and Barron (Director) are not independent in terms of the ASX Corporate Governance Council’s discussion of independent status. This is because Mr Hannaford & Mr Barron with their associated entities are each holders of more than 5% of the Shares in the Company. Despite this relationship, the Board believes that Mr Hannaford and Mr Barron are able, and will make, quality and independent judgement in the best interests of the Company on all relevant issues before the Board.

The Board considers that Mr Thomas is independent in terms of the ASX Corporate Governance Council’s discussion of independent status.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of a majority of independent non-executive Directors.

Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic.

2.4 A nomination committee has not been established.

The Board considers that the Company is not currently of a size to justify the formation of a nomination committee. The Board as a whole undertakes the process of reviewing the skill base and experience of existing Directors to enable identification or attributes required in new Directors. Where appropriate, independent consultants will be engaged to identify possible new candidates for the Board.

3.2 The Company’s Corporate Governance Plan does not include an express policy specifically addressing achieving gender diversity.

Due to the current limited size of the Company, the Board does not consider it necessary to have a gender diversity policy, but will consider adopting a policy in the future.

The Company’s Corporate Governance Plan includes a corporate code of conduct, which provides a framework for undertaking ethical conduct in employment. Under the corporate code of conduct, the Company will not tolerate any form of discrimination or harassment in the workplace.

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4.1, 4.2, 4.3

An audit committee has not been established.

The Board considers that the Company is not of a size, nor are its financial affairs of such complexity to justify the formation of an audit committee. The Board as a whole undertakes the selection and proper application of accounting policies, the integrity of financial reporting, the identification and management of risk and review of the operation of the internal control systems.

8.1 and 8.2 A remuneration committee has not been established.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of a remuneration committee. The Board as a whole is responsible for the remuneration arrangements for Directors and executives of the Company and considers it more appropriate to set aside time at Board meetings each year to specifically address matters that would ordinarily fall to a remuneration committee.

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AL MAYNARD & ASSOCIATES Pty Ltd Consulting Geologists

www.geological.com.au ABN 75 120 492 435 9/280 Hay Street, Tel: (+618) 9388 1000 Mob: 04 0304 9449 SUBIACO, WA, 6008 Fax: (+618) 9388 1768 [email protected] Australia

Australian & International Exploration & Evaluation of Mineral Properties

INDEPENDENT GEOLOGICAL REPORT

on MINERAL EXPLORATION PROJECTS

in WESTERN AUSTRALIA

for STRICKLAND RESOURCES LIMITED

Prepared by: A.J. Maynard BAppSc(Geol), MAIG, MAusIMM Revised 5th May, 2011.

IMPORTANT NOTICE This document contains the full report of the Independent Geologist. A detailed summary is contained in the Prospectus This document must be read in conjunction with the Prospectus which contains other important information including Risk Factors associated with the Company’s projects. Exploration Targets referred to in this report are NOT Mineral Resources or Ore Reserves. These Exploration Targets have been identified from limited past drilling, sampling and geological interpretation and are based on projections of mineralisation in drill holes and workings. The potential grades and tonnages mentioned in this Report are conceptual in nature. Insufficient exploration has been undertaken to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource.

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Independent Geological Report – Strickland Resources Limited

Strickland Resources Limited Executive Summary Page 1

EXECUTIVE SUMMARY Strickland Resources Limited (“Strickland”) holds 24 Prospecting Licences (seven granted) and one granted Mining Lease at the “14 Mile Project” located in the Leonora-Laverton district of the Eastern Mineral Fields of Western Australia. A further Mining Lease application covers five of the granted Prospecting Licences and the Prospecting Licences remain in force in accordance with the mining Act until the grant of the Mining Lease. The exploration in the past has identified the presence of four styles of mineralisation. Targeted exploration in the future may locate;

1. Granny Smith style of gold mineralisation in close proximity to late stage acid intrusive,

2. Large high grade gabbro/dolerite hosted gold deposit at depth in structural settings,

3. Small high grade surface enriched pods suitable for toll treatment in the surrounding operations with treatment plants and

4. Alluvial patches and accumulations which could be lucrative for the company and provide funds for ongoing exploration.

Significant alluvial gold has been extracted from the whole of the 14 Mile Well project area over many years (Crew, 2010). Several extensive dry-blowing and metal detector depressions occur within the tenements together with old shafts and prospecting pits. From 1900 until the present day the production is believed to be several thousand ounces of gold in nugget and ‘dust’ form. Many smaller dry-blowing areas are also present in the area. These dry-blowings and prospector scrapings are related to the acid porphyry, acid volcanic tuff and widespread argillaceous sediments. Very large outcrops of sulphide gossan and quartz vein gossan occur adjacent to these workings. The sulphide zones are indicators of mineralising fluids. Exploration is warranted to test for further alluvial deposits and for the depth extensions of the source quartz reefs and hard rock mineralisation. The Christmas Gift/Castlemaine workings have had limited work completed on the down dip extensions to the high grade occurrences at the surface. Drilling may locate high grade sections of the reef suitable for open cut or underground extraction. Previous explorers have identified significant geochemical and RAB drilling anomalies that require additional drilling follow-up. The Tatong Prospect measures some 4,000m by 1,000m and remains open to the NW. (see figure 6) Further work is required to explain this anomalism and to close the prospect off by further drilling. Weathering extends down to 60m in depth and an assessment of enrichment and depletion zones in the weathering profile is essential to determine the effectiveness of all drill programs conducted.

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Independent Geological Report – Strickland Resources Limited

Strickland Resources Limited Executive Summary Page 2

Figure 1: Location of the 14 Mile Gold Project in Western Australia.

In 1985, Golconda Minerals NL explored the region locating peak anomalous creek BLEG gold values from limited shallow pitting over one of the dry-blowing areas. Their target was a large eluvial/alluvial deposit and they concluded that there was little potential for this type of resource. No drilling occurred. ERA carried out a reconnaissance creek BLEG and rock chip sampling program over the area in 1991. The BLEG results were anomalous. BHP held an option over the tenements from 1992 to 1995 and undertook several RAB and Aircore drilling programs in addition to geological mapping, geochemistry and geophysical surveys. This work located a number of anomalies (the ‘Tatong’, ‘Anomaly 1’ and ‘Anomaly 2b’ prospects), however the work was hampered by thick sedimentary cover in some areas (Central Bore, 1997). Central Bore NL undertook exploration during the 1997-98 period including: mapping, rock chip sampling, aeromagnetics, RAB and RC drilling. The work undertaken was based on geological models (largely based on Hallberg) which includes a geological sequence of mafic volcanic with intercalated felsic tuffs, argillaceous sediments and interflow sulphide rich cherts and carbonaceous sediments with a WNW strike. The work confirmed extensive gold anomalies and further occurrences associated with – or adjacent to, the granite/greenstone contact zone (including the Anomaly One prospect) in the east of the tenement block providing an additional exploration target that has yet to be fully tested.

N

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Independent Geological Report – Strickland Resources Limited

Strickland Resources Limited Executive Summary Page 3

This area is covered by a few metres of alluvial wash lying over the deeply weathered bedrock. This area is thought to represent a deformed greenstone succession adjacent to the granitoid intrusive traversed by several large east-west linear structural corridors. The prospect has geological similarities to the setting of the Granny Smith gold deposit due to the presence of late stage granitic intrusive, acid porphyry dyke swarms located within fold structures and gold mineralisation located within dilation zones within close proximity to granites. Exploration Potential This report concludes that while the Fourteen Mile Project has considerable merit previous results demonstrate that near surface mineralisation is likely to be limited to small scale alluvial and enrichment zones in the weathering profile, however, the geological and structural setting is conducive for deeper deposits likely to have similarities to those in surrounding ground e.g. Wallaby, Granny Smith, The future economic potential of these tenements depends on careful focussed, conventional, modern and systematic exploration techniques aimed to identify sufficient mineralisation and, anticipating successful results, subsequently progress from drilling to initially outline resources through to feasibility studies to assist delineating viable economic exploitation.

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Independent Geological Report – Strickland Resources Limited

Strickland Resources Limited Contents ( i )

Table of Contents

Background Information 1 1.0 Introduction 3 1.1    Tenure 3 1.2    Location, Climate and Physiography 4 1.3    Infrastructure 5 1.1    Environmental implications 5 1.2    Native Title Claims 5 1.3    Resource/Reserve Summary 5 1.4    Encumbrances/Royalty 5 2.0 Historic Production 5 3.0 Previous Exploration 6 4.0 Regional Geology 6 5.0 Detailed Geology of the Fourteen Mile Gold Project 8 6.0 Detailed Geology and Mineralisation of the Tatong Anomaly at the 14 Mile Gold

Project 10 7.0 Alluvial gold Potential of the Fourteen Mile Gold Project 17 8.0 Discovery Potential 19 9.0   Conclusions 20 10.0  References 22 

List of Figures

Figure 1: Location of the 14 Mile Gold Project in Western Australia. ................... 2 Figure 2: Gold mines in the region of the 14 Mile Gold Project. ........................... 3 Figure 3: Regional Geology of the 14 Mile Gold Project with tenements. ............ 9 Figure 4: Detailed Geology (after Hallberg, 1975). ............................................. 10 Figure 5: Tenement details, Drilling and Geochemical anomalies. .................... 12 Figure 6: Geochemical anomalies and drilling for the 14 Mile Gold Project. ...... 13 Figure 7: Cross Section 3B from RAB and RC Drilling. Results in ppb Au. ....... 14 Figure 8: Cross Section 4B from RAB and RC Drilling. ...................................... 15 Figure 9: Cross Section 8B from RAB and RC Drilling. ...................................... 16 Figure 10: Alluvial Gold Prospects within the 14 Mile Gold Project Area. .......... 18 

List of Tables

Table 1: Tenement Schedule. ................................................................................. 4 

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Independent Geological Report – Strickland Resources Limited

Independent Geological Report – Strickland Resources Limited Page 1  

The Directors 8h June, 2011 Strickland Resources Limited Suite 2, 12 Parliament Place West Perth, WA 6005, Australia. Dear Sirs,

Background Information Al Maynard and Associates (“AM&A”) has been engaged by Strickland Resources Limited (“Strickland”) to prepare an Independent Geological Report of the mineral assets to be acquired by Strickland pursuant to the various agreements outlined elsewhere in this prospectus. Opinions are presented in accordance with the JORC Code (2005) and other regulations and guidelines that govern the preparation of such reports. This report is to be included by reference in a prospectus to be lodged with ASIC during May, 2011, to raise $3.0 million with possible oversubscriptions for a further $1.0 million (before costs associated with the issue).These funds will primarily be used for the exploration, evaluation and development of the mineral tenements assembled in Western Australia as outlined in this report. The legal status, including Native Title considerations associated with the tenure of the Mineral Assets to be acquired by Strickland, is subject to a separate Solicitor’s Report elsewhere in the prospectus. These matters have not been independently verified by AM&A. The present status of tenements listed in this report is based on information provided by Strickland and the report has been prepared on the assumption that the tenements will have lawful access for evaluation and development. Strickland’s mineral assets comprise the Fourteen Mile Gold Project of projects covered by 7 granted Prospecting Licences, 17 Prospecting Licence Applications and a granted Mining Lease that are at various stages of exploration, some with encouraging results from surface sampling and drilling. All the projects have the potential to host gold, the target commodity, as described hereunder and warrant the exploration and testing programs as set out. The project is at an early stage of exploration but the tenements undoubtedly have the potential to host economic mineral deposits. It is our opinion that the mineral properties described in this report warrant the proposed evaluation exploration and testing programs. It is noted that proposed programs may be subject to change according to results yielded as work is carried out. We are of the opinion that Strickland has satisfactorily defined exploration and expenditure programs which are reasonable, having regard to the stated objectives of Strickland. In the course of the preparation of this report, access has been provided to all relevant data held by Strickland and various other technical reports and information quoted in the bibliography. We have made all reasonable endeavours to verify the accuracy and relevance of the database. Strickland has warranted to AM&A that full disclosure has been made of all material in its possession and that information provided, is to the best of its knowledge, accurate and true. None of the information provided by Strickland has been specified as being confidential and not to be disclosed in our report. The authors are familiar

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Independent Geological Report – Strickland Resources Limited Page 2  

with the areas covered by the Mineral Assets to be acquired by Strickland. As recommended by the Valmin Code, Strickland has indemnified AM&A for any liability that may arise from AM&A's reliance on information provided by or not provided by Strickland. This report was prepared by geologist, A.J. Maynard, Member of the AIG and the AusIMM .The writer is qualified to provide such reports for the purpose of inclusion in public company prospectuses. This report has been prepared in accordance with the relevant requirements of the Listing Rules of the Australian Securities Exchange Limited, Australian Securities and Investment Commission ("ASIC") Regulatory Guidelines 111 & 112 and the Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert reports (the Valmin Code) which is binding on members of the Australasian Institute of Mining and Metallurgy ("AusIMM"). Regulatory Guidelines 111 & 112 and the Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert reports (the Valmin Code) which is binding on members of the Australasian Institute of Mining and Metallurgy ("AusIMM"). AM&A is an independent geological consultancy established 25 years ago and has operated continuously since then. Neither AM&A nor any of its directors, employees or associates have any material interest either direct, indirect or contingent in Strickland nor in any of the mineral properties included in this report nor in any other asset of Strickland nor has such interest existed in the past. This report has been prepared by AM&A strictly in the role of an independent expert. Professional fees payable for the preparation of this report constitutes our only commercial interest in Strickland. Payment of fees is in no way contingent upon the conclusions of these documents. Yours faithfully,

Allen J. Maynard BAppSc(Geol), MAIG, MAusIMM.

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Independent Geological Report – Strickland Resources Limited

Independent Geological Report – Strickland Resources Limited Page 3

1.0 Introduction Located approximately 50 kilometres east of Leonora in Western Australia, the 14 Mile Well project covers extensive alluvial gold workings and historic shafts. Gold deposits located in the region are Sunrise (8M oz), Wallaby (8M oz), Granny Smith (2M oz) and Thunderbox (2M oz). The project area is located 15km west of the Wallaby gold mine and is secured by 7 granted tenements totalling over 14.5km2 - held by prospectors Scott Wilson and Ross Crew. The targets for exploration include;

1. Granny smith style of mineralisation in close proximity to late stage acid intrusive,

2. Large high grade gabbro/dolerite hosted gold deposit at depth in structural settings related to late stage intrusive events,

3. Small high grade surface enriched pods suitable for toll treatment in the surrounding operations with treatment plants and

4. Alluvial patches and accumulations which could be lucrative for the company and provide funds for ongoing exploration.

Figure 2: Gold mines in the region of the 14 Mile Gold Project.

1.1 Tenure The tenement group of the Fourteen Mile Project comprises seven granted Prospecting Licences covering 1,453 hectares and 17 Applications for Prospecting covering an additional 3,216 hectares. The agreement on the granted leases with the registered holders, Crew and Wilson, allows for Strickland to gain 80% of the leases. The additional ground P39/5186-P39/ 5202

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has been applied for in Strickland’s name direct, Strickland will hold 100% of these leases once the applications have been granted.

Table 1: Tenement Schedule.

Tenement  Applied  Granted  Expiry Area(ha) 

MinExp. $ 

holders 

P39/4474    21/01/2009 20/01/2013 200 8000 Crew/Wilson 

P39/4476    21/01/2009 20/01/2013 195 7800 Crew/Wilson 

P39/4335    23/11/2007 22/11/2011 195 7800 Crew/Wilson 

P39/4336    23/11/2007 22/11/2011 200 8000 Crew/Wilson 

P39/4337    23/11/2007 22/11/2011 200 8000 Crew/Wilson 

P39/4338    23/11/2007 22/11/2011 200 8000 Crew/Wilson 

P39/4339    23/11/2007 22/11/2011 200 8000 Crew/Wilson 

M39/977    7/08/2008 6/08/2029 63 10000 Crew/Wilson 

MA39/1079  24/02/2011  Pending Crew/Wilson 

P39/5186   21/02/2011  Pending 200 Strickland 

P39/5187   21/02/2011  Pending 200 Strickland 

P39/5188  21/02/2011  Pending 200 Strickland 

P39/5189   24/02/2011  Pending 200 Strickland 

P39/5190   21/02/2011  Pending 200 Strickland 

P39/5191  21/02/2011  Pending 200 Strickland 

P39/5192   21/02/2011  Pending 120 Strickland 

P39/5193   21/02/2011  Pending 178 Strickland 

P39/5194   21/02/2011  Pending 200 Strickland 

P39/5195   21/02/2011  Pending 200 Strickland 

P39/5196   21/02/2011  Pending 169 Strickland 

P39/5197   21/02/2011  Pending 200 Strickland 

P39/5198   24/02/2011  Pending 200 Strickland 

P39/5199   24/02/2011  Pending 177 Strickland 

P39/5200   24/02/2011  Pending 192 Strickland 

P39/5201  24/02/2011  Pending 200 Strickland 

P39/5202  24/02/2011  Pending 180 Strickland 

     

1.2 Location, Climate and Physiography The granted tenements are on the Laverton 1:250,000 map sheet (SG51-2) centred at approximately on 1210 48’ East, 280 57’ South and MGA 1994 Zone 51 coordinates 383000mE, 6797000mN. The local pastoral lease ‘Minara’ covers the area. Climate is semi-arid with hot summers and mild winters. Irregular rainfall averages around 200mm which is mostly contributed by northern cyclonic disturbances and scattered summer thunderstorms. The area forms western edge of the Great Victoria Desert and part of the Yilgarn Province of Western Australia with the topography varying according to rock

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type. Low ranges form over the mafic and ultramafic rocks and colluvial slopes and extensive alluvial flats surround areas of outcrop.

1.3 Infrastructure The 14 Mile Gold Project is located 25 kilometres west of Laverton between the mining centres of Leonora and Laverton and any mining activity would be supported from Kalgoorlie and Leonora.

1.1 Environmental implications The project areas that have been drilled and mined should have been reviewed by an environmental specialist for their fauna or flora species. No issues are known regarding rare, threatened or endangered species however further work must occur in accordance with environmental requirements.

1.2 Native Title Claims The tenements may be the subject of Native Title claims, being granted after 1993, and will be dealt with through the normal administrative process. AM&A is not aware of any an areas of significance within the tenements however this is outside of our scope.

1.3 Resource/Reserve Summary No Mineral Resource estimates have been made.

1.4 Encumbrances/Royalty The granted tenements consist of Prospecting Licences in which Wilson/Crew are the registered holders. Other than standard WA State Government royalties, no additional royalty conditions are known on the project.

2.0 Historic Production The first recorded production was from the ‘Christmas Gift’ mine, in 1894 on GML 685E. The West Australian Newspaper of 12 March 1895 reported that 213oz of gold dollied from 50lbs stone with a “bag of rich specimens” was also gained. “The reef is 18 inches wide of iron stone quartz matrix. Good gold has been got from here previously and grades are similar down to a depth of 15 feet”. Later reports went on to inform that 500oz had been dollied by the original prospectors prior to them selling out to Messer’s Gorrie and New who bought in 400oz. The reef was reported to run right through the lease and being 4 feet wide at the 100 feet level. Upon the expiry of the original lease in 1897 the same ground was applied as the “Lady Brassy”. This lease expired on 8 August, 1900 although production records from this period are unknown. The identical area was again taken out in 1904 and renamed “Castlemaine”. A total of 29 tonnes was processed for the return of 74 oz (with 325 oz dollied in addition). This equates to a grade of 13.7ozs Au per tonne. Production is unknown up to the forfeiture of the lease in 1908 (Wilson, 2010). Production is also reported from the adjoining “Magna Charta” lease where nine ounces of gold was ‘dollied’ in 1905. This equates to an average returned grade

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in excess of 1,000g/t Au from the Christmas Gift/Castlemaine reef. To date only one drill hole has effectively been drilled into this reef. Production was also recorded from the Eversleigh gold mine in 1898 where one tonne returned 32 ounces of gold. The Waverley mine at the same location returned 17oz Au from 36 tonnes of ore treated in 1899. Prospectors were very active throughout the project area and the historic alluvial dry-blowing patches are evidence of this. Many thousands of ounces are believed to have been retrieved from these and also from the later metal detecting activities. Bulldozer scrapings and modern dry-blown patches occur over extensive areas indicating the auriferous nature of the project area (Wilson, 2010).

3.0 Previous Exploration The area has had limited exploration in the past. Golconda Minerals NL. targeted the alluvial/eluvial deposits at the Christmas Gift/Castlemaine area in 1984-85 however they did not undertake any drilling. In 1991, Exploration Research Australia Pty Ltd (H Mason) undertook soil and rock chip sampling. The BLEG results were anomalous and ranged from detection limit to 8.3ppb Au. Rock chip results were also anomalous ranging from 0.1g/t Au to 60.3g/t Au. Regional geological modelling was completed by Mason and Bond who entered a farmin agreement on the project to BHP Minerals Pty Ltd. BHP held an option over the tenements from 1992 to 1995 and undertook several RAB and Aircore drilling programs in addition to geological mapping, geochemistry and geophysical surveys. BHP undertook the geochemical sampling program using broad spacing RAB drilling and some later infill drilling. This work located a number of anomalies (the ‘Tatong’, ‘Anomaly 1’ and ‘Anomaly 2b’prospects), however the work was hampered by thick sedimentary cover in some areas (Central Bore, 1997). Central Bore NL undertook exploration during the 1997-98 period including: mapping, rock chip sampling, aeromagnetics, RAB and RC drilling. The work undertaken was based on geological models (largely based on Hallberg) which includes a geological sequence mafic volcanic with interflow sulphide rich cherts and carbonaceous sediments with a WNW strike. Large volumes of felsic tuffs and argillaceous sediments (partly carbonaceous) occur as intercalated units. A number of E-W to SE/NW trending structures have been identified from aeromagnetics, and are thought to be associated with post depositional brittle fracture and high level intrusive events.

4.0 Regional Geology The greenstone sequence of the region forms parts of a distinctive tectonostratigraphic block bounded by major linear structural discontinuities, for example the Keith-Kilkenny Lineament to the West and the Celia Lineament to the east (Otterman, 2007). The lithologies comprise felsic and basic volcanic rocks, clastic sedimentary rocks, chert, ultramafic rocks and basic intrusives. The ultramafic rocks were

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previously interpreted to be intrusive. However, it is probable that the cumulate textures commonly exhibited in these rocks formed through the pooling of extrusive flows. The units strike west to north-west and are repeated about the axis of the fold axes that are layer parallel. The rocks have been metamorphosed to the prehnite-pumpellyite facies and carbonate metasomatism is widespread. The partial development of sericite, chlorite, tremolite, and epidote, the saussuritisation of the feldspars and the extensive carbonitisation of the rocks of the Murrin Murrin area indicate they have been metamorphosed to lower greenschist facies of the regional metamorphism. Gold mineralisation in the region is generally associated with weathered sulphide bearing quartz veins discontinuously developed in distinct shear or fault zones. These zones can form a fairly close spaced en echelon array or single vein with many kilometres lateral extent. Varying from a few tens of centimetres up to about 10 metres wide (mostly filled by quartz vein material), the zones can show strong shearing adjacent to the main quartz veins with weak to strong alteration associated with gold mineralisation. Alteration can include sulphide, silica, carbonate, chlorite, and sericite/kaolin. Generally, gold is confined within a well constrained, narrow principal lode with little mineralisation in the wallrock. Many gold bearing veins occupy fairly tight structures and are probably more fault, rather than shear, controlled. They can be highly porous and gossanous in places. On a local as well as regional scale the main mineralised veins “pinch and swell” in a horizontal and vertical sense and are sometimes offset by “kinks” or bends in the main fault/shear structure possibly related to cross-cutting faults. High grade gold mineralisation (>0.5 oz/t Au) is often associated with areas of structural dislocation caused by kinking, cross-faulting, and swelling of the main quartz veins. The Challenger-Malcolm gold deposits 5km west of 14-Mile (located on M39/71 and mined in 1995 by Dominion Mining) occur in one of the northernmost fault/shear structures - the so called “MGM Shear”. Here two main quartz veins are present, the Juliet Lode and the Juliet West Lode, which are hosted by classic sedimentary and felsic volcanic rocks (Malcolm) and basalt/dolerite and lesser felsic volcanic rocks (Challenger). The lodes/veins strike north-northeast with dips ranging from 45o east to near vertical. By contrast the lithologies strike north and dip steeply west, being on the eastern limb of the Kilkenny Syncline. Ore grade mineralisation is generally limited by the base of complete oxidation (30 – 70 metres) and a 5 to 10 metre depletion zone from surface. This distribution is consistent with the effect of lateritisation with the surficial hardpan eroded. Strong supergene enrichment of gold occurs at 15 – 35 metres vertical depth, possibly related to old water table levels. Weathering and alteration are most intensely developed within and adjacent to the mineralised lodes. The ore zones are generally narrow and average a few metres in width, rarely reaching widths of up to 10 metres. This is directly related to the width of the

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main quartz veins (which pinch and swell over short distances), as well as the vein porosity, degree of alteration (especially sulphide/ferruginous alteration), degree of quartz micro veining adjacent to the main vein.

5.0 Detailed Geology of the Fourteen Mile Gold Project The geological sequence strikes WNW within the lease block and changes to NNE on the western side of the block. The rock sequence consists of a series of mafic volcanics with interflow sulphide rich chert and carbonaceous sediments. Large volumes of felsic tuffs and argillaceous sediments (partly carbonaceous) are also present. The lithological units are repeated cyclically- probably due to folding about WNW trending anticlines as well as individual flows with flow top breccia and sediments. RC drilling sampled meta-dolerite, meta-gabbro, meta-basalt and meta-andesitic ash-fall tuffs and their altered and shear strained equivalents. Tuff was logged as shale, quartzite and sandstone because of their fine grain size and silicification. Fine laminae and crystal and lithic fragments allow identification of the tuffs. North-west and east-west trending structural dislocations and lineaments cross the sequences. The mafic volcanics form ridges due to being less altered, weathered and lateritised. Elsewhere the deep weathering and laterite profile provides challenges for geological evaluation and mapping (H. Mason, 1992). There is an extensive acid porphyry dyke intrusive system located within the fold cores. Granitic dykes, diorites and micro-granites are also present with coincident deep weathering interpreted as partly caused by hydrothermal alteration. The lithological units are repeated cyclically – probably due to tight folding about west north-west trending fold axes. There is an extensive acid porphyry dyke swarm located within the fold cores. Granitic dykes, diorites and microgranites are also present with coincident deep weathering suspected to occur above zones of extensive hydrothermal alteration. Large dykes and diapiric granitic intrusions bound the area to the north-east, south-east and south. Smaller acid intrusive outcrop to the west of these and large scale circular structures within the area suggesting granitoids underlie the greenstone sequence at shallow depth. Late stage granitoids are regionally related to gold occurrences in the district and may be the source of the hydrothermal mineralising fluids in deposits suck as Granny smith. This massive development of the granitoids with extensive upper level acid porphyry dyke systems may be the source of hydrothermal gold rich fluids sourced from shallow depth below the greenstone sequence. F

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Figure 3: Regional Geology of the 14 Mile Gold Project with tenements. F

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Figure 4: Detailed Geology (after Hallberg, 1975).

6.0 Detailed Geology and Mineralisation of the Tatong Anomaly at the 14 Mile Gold Project At the Tatong Anomaly many fresh rock samples show signs of hydrothermal alteration express by sericite, calcite, leucoxene, tourmaline, silica, pyrite and pyrrhotite. Some of the altered tuff samples contain phlogopite, chlorite, pyrrhotite and trace chalcopyrite and sphalerite. The higher gold values are mainly associated with strong sericite development and silicification. (Pawlitschek, 1995). Several holes (FMC 473 and 475) contain 10-15 metres intervals with large amounts of pyrite and pyrrhotite (5-60%) together with calcite and phlogopite in tuff and dolerite. Adjacent intervals have high gold values with associated sericite and silicification. Figure 6 & 7 show the extent of the anomalies (1, 2A, 2b, 2C). The contours are based on the highest gold values downhole. Threshold values are; +100ppbAu (strongly anomalous), 30-100ppbAu (anomalous, +10ppbAu (weakly anomalous). The cross sections, Figure 8-10, show the vertical and horizontal dispersion of gold values in the regolith. Transported cover, clay zone, saprock and fresh rock have been interpreted. The base of transported cover is difficult to recognise and contains abundant polished oxide lag, and featureless red and white clays. At the Tatong Prospect where the transported material is up to 40

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metres thick, the base is defined by a layer of 90% clay but contains 5-10% loose round 1-3mm iron oxide pisolites. Well rounded quartz pebble occur locally clearly distinguishing the transported nature of this cover. The clay zone and much of the saprolite are leached of gold with much of the gold in the lower part of the saprolite and saprock. Secondary dispersion of gold is expected to be related to the primary dispersion in the fresh rock below. Low grade gold in the dolerite and tuff bedrock has a shallow northerly dip related to alteration, quartz veinlets, shear zones and possibly joints. In 1993 BHP conducted gridding, soil sampling and drilled 100 holes for 2,872 metres (Refer to Figure 5 for grade ranges) with results ranging from <10ppb Au to 491ppb Au over 6 metres with gold values increasing toward the bottom of the hole. In 1994 the gold values ranging from below detection limit (“BDL”) to 584ppb Au were encountered on Anomaly 2B from drilling another 178 holes for 7,300 metres. In 1995 a total of 95 holes for 6,816m of aircore and percussion drilling were completed penetrating 6-12 metres into the bedrock. 6 metre composite samples were assayed for gold using bulk cyanide leach extraction. Fresh rock was sampled with 2 metre composites. The work outlined the three largest contoured anomalies (See Figure 5) with highest gold (secondary dispersal) values of 209ppb Au, 117ppb Au, 105ppb Au and 190ppb Au. Lowest values were BDL. Two drill ‘fences’ (1,600 metres apart) of 20 metre spaced drillholes along the lines tested the Tatong anomaly (Figure 6). This was followed up with 2 x 180-200 metre deep RC drillholes in a V shaped arrangement on each of the 2 sections. Values ranged from insignificant to 4 metres grading 1g/t Au and 2 metres grading 0.9g/t Au. In all cases the lowest results were below detection limits.

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Figure 5: Tenement details, Drilling and Geochemical anomalies.

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Figure 6: Geochemical anomalies and drilling for the 14 Mile Gold Project.

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Figure 7: Cross Section 3B from RAB and RC Drilling. Results in ppb Au

60 metres

NE SW

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Figure 8: Cross Section 4B from RAB and RC Drilling.

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Figure 9: Cross Section 8B from RAB and RC Drilling.

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7.0 Alluvial gold Potential of the Fourteen Mile Gold Project Figure 10 displays the alluvial patches that have been recorded. Although records are not reliable it has been reported that from 1900 until the present day the production is believed to be several thousand ounces of gold in nugget and dust form (Crew, 2010). Many smaller dry-blowing areas are also present in the area. Further alluvial patches and accumulations probably exist which could be lucrative for the company and provide funds for ongoing exploration.

Significant alluvial gold has been extracted from the whole of the 14 Mile Well project area over many years (Crew, 2010). Several extensive dry-blowing and metal detector depressions occur within the tenements together with old shafts and prospecting pits. These dry-blowings and prospector scrapings appear to be related to the acid porphyry, acid volcanic tuff and widespread argillaceous sediments. Very large outcrop of sulphide gossan and quartz vein gossan occurs adjacent to these workings. The sulphide zones are indicators of mineralising fluids. Exploration is warranted to explore for further alluvial deposits during the exploration depth extensions of the source quartz reefs and hard rock mineralisation. The Christmas Gift/Castlemaine workings have had limited work on potential high grade occurrences at the surface.

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Figure 10: Alluvial Gold Prospects within the 14 Mile Gold Project Area.

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8.0 Discovery Potential BHP and Central Bore drilling have outlined the Tatong anomalies and closed them off except for some potential extensions to the west. The granite was considered less prospective for gold although that may require reassessment with more recent discoveries of gold in granite in the goldfields. The anomaly is about 3 kilometres long and up to 1 kilometre wide with a wide zone of strong alteration is the bedrock beneath the anomaly with minerals that are common in gold deposits in the Archaean of Western Australia. The gold occurrences in the 14 Mile area are analogous to deposits in the region associated with quartz reefs and altered mafic volcanic and intrusives that typically occur in Archaean volcano sedimentary terrains of Western Australia. The exploration results to date demonstrate a geological environment conducive for small alluvial gold accumulations, laterite enrichment in the weathering profile and hard rock gold mineralisation at depth in classical structural settings with mafic volcanic host rock. The late stage granite in the area is potentially a source of mineralising fluids and a reagent in the remobilisation of gold and it’s concentration into structural traps. Potential exists for the discovery of additional gold deposits to those already found in the region. The most immediate potential is associated with the known geochemical anomalies determined by BHP and Central Bore. An understanding of the potential gold mineralisation at depth and for immediate targets for drilling will require new geophysical surveys to determine alteration zones with sulphide mineralisation and structural dislocations. Further targets can be generated by state of the art geophysical surveys, notably electromagnetic and IP/Resistivity surveys. The potential for near surface open pit deposits of gold in the near surface environment is only moderate considering the amount of past exploration work completed. However, deeper, open-cut potential gold mineralisation may exist below the oxidation level and the limit of current drilling.

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9.0 Conclusions Exploration has defined five anomalies with the Tatong Anomaly regarded as most promising with anomalies 1 and 2C being of interest. The main attributes of the Tatong Anomaly are its extent and the fact that it is still open to the west. The exploration in the past has identified the presence of four styles of mineralisation. Targeted exploration in the future may locate;

1. Granny Smith style of gold mineralisation in close proximity to late stage acid intrusive,

2. Large high grade gabbro/dolerite hosted gold deposit at depth in structural settings,

3. Small high grade surface enriched pods suitable for toll treatment in the surrounding operations with treatment plants and

4. Alluvial patches and accumulations which could be lucrative for the company and provide funds for ongoing exploration.

No mining, metallurgical, marketing, economic and environmental studies were considered to determine the economic viability of the project and in particular the economic mining limits along strike and at depth of the resources and economic cut-off grades. The exploration program outlined below should be aimed at on strike extensions of the known gold metal anomalies. Methods used should comprise aerial photography, aeromagnetic survey and Landsat data, geological mapping, infill soil geochemistry, sediment and rock chip sampling and drilling. Details of Proposed Work Program and Estimated Cost The initial phase of exploration will include the following based on the IPO closing with full subscription of $3 million:

ACTIVITY ESTIMATED COSTS Year 1 Year 2 Detailed compilation/analysis of previous exploration data available for the area, acquisition of colour aerial photography;

$20,000 $10,000

Interpretation of aerial photography and aeromagnetic survey and Landsat data;

$15,000 $5,000

Geochemical sampling to include alluvial assessment; and $50,000 $25,000 Reconnaissance geological alteration mapping, together with rock chip and RAB drilling ;

$250,000 $100,000

Drilling of anomalies to test for enrichment zones. $100,000 $100,000 Drilling beneath anomalies for structural settings $300,000 $300,000 Follow up Drilling1 - - Contingencies and sundry (15%) $62,500 $62,500 TOTAL $797,500 $602,500

The initial phase of exploration will include the following based on the IPO closing with over subscription to $4 million:

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ACTIVITY ESTIMATED COSTS Year 1 Year 2 Detailed compilation/ analysis of previous exploration data available for the area, acquisition of colour aerial photography;

$20,000 $10,000

Interpretation of aerial photography and aeromagnetic survey and Landsat data;

$15,000 $5,000

Geochemical sampling to include alluvial assessment; $50,000 $25,000 Reconnaissance geological alteration mapping, together with rock chip and RAB drilling ;

$250,000 $100,000

Drilling of anomalies to test for enrichment zones. $100,000 $100,000 Drilling beneath anomalies for structural settings $350,000 $400,000 Follow up Drilling1 $100,000 $200,000 Contingencies and sundry (15%) $87,500 $87,500 TOTAL $972,500 $927,500

Subject to approval of the Prospecting Licence Applications a similar amount could be expected to be expended to explore for similar targets on that ground. These activities are expected to occupy the first phase of exploration. Further program expenditures will be dependent on the results obtained. Geophysicists and field staff will generally be specialist contractors employed as and when required and the exploration program will be carried out under the direction of experienced geologists.

Yours faithfully,

Allen J. Maynard BAppSc(Geol), MAIG, MAusIMM.

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10.0 References This report contains statements attributable to third persons. These statements are made in, or based on, statements made in previous geological reports that are publicly available from either a government department or the ASX. The authors of these previous reports have not consented to the use of these statements in this report, and these statements are included in accordance with ASIC Class Order [CO 07/428] Consent to quote: Citing trading data and geological reports in disclosure documents and PDS. AusIMM, (2004): "Australasian Code for Reporting of Mineral Resources and Ore Reserves (JORC Code), prepared by the Joint Ore Reserves Committee (JORC) of the AusIMM, the Australian Institute of Geoscientists (AIG) and the Minerals Council of Australia (MCA), effective December 2004. AusIMM. (2005): "Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the VALMIN Code)" 2005 Edition. Hallberg, J, 1975 ; Mapping Program of the Leonora- Laverton area; Series of 1:25,000 scale maps. CREW, R.F., 2010, 14 Mile Well Project , M39/977, P39/4335 to P39/4339, P39/4472 to P39/4478 Held by Scott W Wilson and Ross F Crew, Information Memorandum, December 2010,

Griffin, A., 1997, Central bore N.L., 14 Mile Well Project 1997 Programme and Budget,

Owen, S., 1998, Central bore N.L., 14 Mile Well Project, combined annual Report to the Department of minerals and Energy for the Period 19 February 1997 to 19 February 1998, GSWA C38/1993,

Mason, H., 1992, The 14 Mile Project, a gold exploration play, 28o55’ South 122o00’East Western Australia,

Hensley, C.R., 1993, BHP Minerals, Combined Mineral Exploration Report Ref. M7854, P39/2620-2634, 2652-2655, 2658-2689, 2955-2960, Fourteen Mile Project, Western Australia, Period February 1992 – February 1993

Pawlitschek, M.J., 1994, BHP Minerals, Combined Mineral Exploration Report Ref. M7854, P39/2620-2634, 2652-2655, 2658-2689, 2955-2960, Fourteen Mile Project, Western Australia, Period February 1993 – February 1994

Pawlitschek, M.J., 1994, BHP Minerals, Combined Mineral Exploration Report Ref. M7854, P39/2620-2634, 2652-2655, 2658-2689, 2955-2960, Fourteen Mile Project, Western Australia, Period February 1994 – February 1995. For

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HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 WA Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of

International, a worldwide organisation of accounting firms and business advisers.

23 May 2011 The Directors Strickland Resources Limited Suite 2, 12 Parliament Place WEST PERTH WA 6005 Dear Sirs INVESTIGATING ACCOUNTANT’S REPORT INTRODUCTION This Investigating Accountant’s Report (“Report”) has been prepared for inclusion in a prospectus to be dated on or about 23 May 2011 (“Prospectus”) for the issue by Strickland Resources Limited (“Strickland” or “Company”) of a minimum of 15,000,000 ordinary shares at an issue price of $0.20 each to raise $3,000,000 (“Issue”) before the costs of the Issue. The Company may also accept oversubscriptions of up to a further 5,000,000 ordinary shares at an issue price of $0.20 each to raise up to a further $1,000,000 before additional costs. This Report has been included in the Prospectus to assist potential investors and their financial advisers in making an assessment of the financial position of the Company. STRUCTURE OF REPORT This Report has been divided into the following sections: 1. Background information; 2. Scope of report; 3. Financial information; 4. Subsequent events; 5. Statements; and 6. Declaration. 1. BACKGROUND INFORMATION

The Company was registered on 9 February 2011. The current directors of the Company are Mr Morgan Barron, Mr John Hannaford and Mr Brian Thomas. Mr Phillip Wingate acts as the Company Secretary. F

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Strickland Resources Limited -2- As at the date of this Report, the issued share capital of the Company is 8,000,000 ordinary fully paid shares. The following table summarises share capital movements since registration.

Date Number issued

Issue price

$

11 February 2011 Founder shares 4,000,000 $0.01 40,000 19 May 2011 Seed capital 4,000,000 $0.10 400,000 Shares on issue at the date of this Report 8,000,000 $440,000

The Company has the following options on issue at the date of this Report:

Date issued Expiry date Number issued

Exercise price

11 February 2011 31 May 2015 1,500,000 $0.25 30 March 2011 31 May 2015 3,000,000 $0.25 Options on issue at the date of this Report 4,500,000

The intended use of the funds raised by the issue of shares under the Prospectus is to acquire tenements and further fund the exploration and development of the resources identified. Further details are set out in Section 4.5 of the Prospectus.

2. SCOPE OF REPORT You have requested HLB Mann Judd (“HLB”) to prepare this Report presenting the following information:

a) the historical financial information comprising the historical Statement of Financial Position as at 19 May 2011 and the historical Statement of Comprehensive Income and Statement of Changes in Equity for the period from the date of registration, 9 February 2011 to 19 May 2011 as set out in Appendix 1 to this Report; and

b) the proforma financial information comprising the proforma Statement of Financial Position as at 19 May 2011 and the proforma Statement of Comprehensive Income and Statement of Changes in Equity for the period then ended.

The Directors have prepared and are responsible for the historical and proforma information. We disclaim any responsibility for any reliance on this Report or on the financial information to which it relates for any purposes other than that for which it was prepared. This Report should be read in conjunction with the full Prospectus. We performed a review of the historical financial information of the Company for the period ended 19 May 2011 in order to ensure consistency in the application of applicable Accounting Standards and other mandatory professional reporting requirements. Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements.

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Strickland Resources Limited -3-

Our review of the historical financial information of the Company and the proforma financial information of the Company was carried out in accordance with Australian Auditing Standard ASRE 2405 ‘Review of Historical Financial Information Other than a Financial Report’ and included such enquiries and procedures which we considered necessary for the purposes of this Report. The review procedures undertaken by HLB in our role as Investigating Accountant were substantially less in scope than that of an audit examination conducted in accordance with generally accepted auditing standards. Our review was limited primarily to an examination of the historical financial information and the proforma financial information, analytical review procedures and discussions with senior management. A review of this nature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on the historical financial information and proforma financial information included in this Report or elsewhere in the Prospectus. In relation to the information presented in this Report:

a) support by another person, corporation or an unrelated entity has not been assumed;

b) the amounts shown in respect of assets do not purport to be the amounts that would have been realised if the assets were sold at the date of this Report; and

c) the going concern basis of accounting has been adopted. 3. FINANCIAL INFORMATION

Set out in Appendix 1 (attached) are:

a) The Statement of Financial Position of the Company as at 19 May 2011, and the Statement of Comprehensive Income and Statement of Changes in Equity for the period from 9 February 2011 to 19 May 2011;

b) The proforma Statement of Financial Position of the Company as at 19 May 2011 and proforma Statement of Comprehensive Income and Statement of Changes in Equity of the Company for the period then ended as they would appear after incorporating the following significant events and proposed transactions by the Company subsequent to 19 May 2011:

i) the issue by the Company pursuant to this Prospectus of 15,000,000 ordinary shares, issued at a price of $0.20 per share, raising $3,000,000 before the costs of the Issue (‘minimum subscription’); and 20,000,000 ordinary shares, issued at $0.20 per share, raising $4,000,000 before costs of the Issue if the maximum oversubscriptions are accepted (‘maximum subscription’);

ii) the write off to the share capital account of the estimated costs of the Issue of an estimated $350,000 for minimum subscription and $410,000 for maximum subscription (ie a further $60,000);

iii) the issue of 1,000,000 ordinary shares at $0.20 per share, 1,000,000 options exercisable at $0.25 each within four years of issue, plus $100,000 in cash to Scott Walter Wilson and Ross Frederick Crew (the Vendors), pursuant to a Heads of Agreement dated 18 February 2011 (as set out in Section 9.1 of the Prospectus) as consideration for the acquisition of 80% of various tenement rights by the Company. For the purposes of the proforma Statement of Financial Position, these options have been valued using the Black & Scholes Option Pricing Model at $138,400, resulting in total consideration of $438,400;

iv) the write off to the proforma statement of comprehensive income of the tenement acquisition costs of $438,400 as described in iii) above. This is consistent with the Company’s exploration and evaluation expenditure accounting policy as disclosed in Note 1(m) of Appendix 1;

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Strickland Resources Limited -4-

v) the issue to the lead manager of 3,000,000 options exercisable at $0.25 each within four years of issue date for consideration of $0.0001 each for minimum subscription, or 4,000,000 options exercisable at $0.25 each within four years of issue date for consideration of $0.0001 each for maximum subscription. For the purposes of the proforma Statement of Financial Position, these options have been recorded at the consideration to be received, being $300 for minimum subscription and $400 for maximum subscription.

c) Notes to the historical financial information and proforma financial information. 4. SUBSEQUENT EVENTS

In our opinion, there have been no material items, transactions or events subsequent to 19 May 2011 not otherwise disclosed in the Prospectus that have come to our attention during the course of our review that would require comment in, or adjustment to, the content of this Report or which would cause such information included in this Report to be misleading.

5. STATEMENTS

Based on our review, which was not an audit, we have not become aware of any matter that causes us to believe that:

a) the historical financial information of Strickland Resources Limited as at 19 May 2011 as set out in Appendix 1 of this Report, does not present fairly the financial position of the Company as at that date in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory reporting requirements in Australia and its performance as represented by its results of its operations for the period from 9 February 2011 to 19 May 2011; and

b) the proforma financial information of the Company as at 19 May 2011 as set out in Appendix 1 of

this Report, does not present fairly the financial position of the Company as at that date in accordance with the measurement and recognition requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory reporting requirements in Australia and its performance as represented by its results of its operations for the period ended 19 May 2011, as if the transactions referred to in Section 3 (b) of this Report had occurred during that period.

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Strickland Resources Limited -5- 6. DECLARATION

a) HLB will be paid its usual professional fees based on time involvement, for the preparation of this Report and the review of the financial information at our normal professional rates.

b) Apart from the aforementioned fee, neither HLB, nor any of its associates will receive any other benefits, either directly or indirectly, for or in connection with the preparation of this Report.

c) Neither HLB, nor any of its employees or associated persons has any interest in Strickland Resources Limited or the promotion of the Company. HLB is the auditor of the Company.

d) Unless specifically referred to in this Report, or elsewhere in the Prospectus, HLB was not involved in the preparation of any other part of the Prospectus and did not cause the issue of any other part of the Prospectus. Accordingly, HLB makes no representations or warranties as to the completeness or accuracy of the information contained in any other part of the Prospectus.

e) HLB has consented to the inclusion of this Report in the Prospectus in the form and context in which it appears. The inclusion of this Report should not be taken as an endorsement of the Company or a recommendation by HLB of any participation in the Company by an intending subscriber.

Yours faithfully HLB MANN JUDD

L DI GIALLONARDO Partner

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Appendix 1

STRICKLAND RESOURCES LIMITED STATEMENT OF COMPREHENSIVE INCOME

Reviewed for the period

ended 19 May 2011

Reviewed proforma

for the period ended

19 May 2011 ($3m raising)

Reviewed proforma

for the period ended

19 May 2011 ($4m raising)

Note $ $ $ Other revenue - - - Tenement acquisition costs written off 2 (iv) (15,000) (453,400) (453,400) Exploration expenditure written off (28,982) (28,982) (28,982) Share based payments (6,000) (6,000) (6,000) Consultants (15,576) (15,576) (15,576) Other expenses (1,216) (1,216) (1,216) Loss before income tax expense (66,774) (505,174) (505,174) Income tax expense - - - Loss for the period after income tax expense (66,774) (505,174) (505,174) Other comprehensive income for the period - - - Total comprehensive loss for the period (66,774) (505,174) (505,174)

This statement should be read in conjunction with the accompanying notes

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Strickland Resources Limited -7- STRICKLAND RESOURCES LIMITED STATEMENT OF FINANCIAL POSITION

Reviewed 19 May 2011

Reviewed proforma

19 May 2011 ($3m raising)

Reviewed proforma

19 May 2011 ($4m raising)

Note $ $ $ ASSETS CURRENT ASSETS Cash and cash equivalents 3 426,562 2,976,862 3,916,962 TOTAL CURRENT ASSETS 426,562 2,976,862 3,916,962

TOTAL ASSETS 426,562 2,976,862 3,916,962

LIABILITIES CURRENT LIABILITIES Creditors and borrowings 4 51,361 51,361 51,361 TOTAL CURRENT LIABILITIES 51,361 51,361 51,361 TOTAL LIABILITIES 51,361 51,361 51,361 NET ASSETS 375,201 2,925,501 3,865,601

EQUITY Issued capital 5 435,825 3,285,825 4,225,825 Reserves 6 6,150 144,850 144,950 Accumulated losses 7 (66,774) (505,174) (505,174) TOTAL EQUITY 375,201 2,925,501 3,865,601

This statement should be read in conjunction with the accompanying notes

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Strickland Resources Limited -8- STRICKLAND RESOURCES LIMITED STATEMENT OF CHANGES IN EQUITY

Issued Capital

Reserves

Accumulated Losses

Total

$ $ $ $ Issue of shares to founders/promoters 440,000 - - 440,000 Share issue costs (4,175) - - (4,175) Options issued during the period - 6,150 - 6,150 Loss for the period from registration to 19 May 2011 - - (66,774) (66,774) As at 19 May 2011 435,825 6,150 (66,774) 375,201 $3M raising Proforma adjustments: Issue of shares pursuant to Prospectus 3,000,000 - - 3,000,000 Costs of Issue (350,000) - - (350,000) Issue of shares and options on acquisition of tenements 200,000 138,400 - 338,400 Issue of options to lead manager - 300 - 300 Tenement acquisition costs written off - - (438,400) (438,400) $3M raising Proforma total 3,285,825 144,850 (505,174) 2,925,501

$4M raising Proforma adjustments: Additional number of shares issued pursuant to the Prospectus 1,000,000 - - 1,000,000 Additional costs of Issue (60,000) - - (60,000) Additional options issued to lead manager - 100 - 100 $4M raising Proforma total 4,225,825 144,950 (505,174) 3,865,601

This statement should be read in conjunction with the accompanying notes

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STRICKLAND RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS Note 1 Summary of Significant Accounting Policies The significant accounting policies adopted in the preparation of the historical financial information and the proforma financial information (collectively referred to as the “financial statements”) are: (a) Basis of preparation The financial report has been prepared in accordance with the measurement requirements (but not all of the disclosure requirements) of applicable Accounting Standards and other mandatory professional reporting requirements in Australia using the accrual basis of accounting, including the historical cost convention. (b) Statement of compliance The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, comply with measurement requirement but not all the disclosure requirements of the International Financial Reporting Standards (IFRS).

(c) Critical accounting judgments and key sources of estimation uncertainty The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

(d) Currency Both the functional and presentation currency of Strickland Resources Limited is Australian dollars.

(e) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Interest income Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. (f) Income tax

The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary difference and to unused tax losses.

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STRICKLAND RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies (continued) (g) Income tax (continued) The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except:

when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be recognised. (h) Other taxes Revenues, expenses and assets are recognised net of the amount of GST except:

when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

receivables and payables, which are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

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STRICKLAND RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies (continued)

(i) Impairment of assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets and the asset’s value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. (j) Cash and cash equivalents Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position. (k) Trade and other payables Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

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STRICKLAND RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Note 1 Summary of Significant Accounting Policies (continued) (l) Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a new business are not included in the cost of acquisition as part of the purchase consideration. (m) Exploration and evaluation expenditure All expenditure incurred in the acquisition of tenements and the subsequent exploration and evaluation of tenements are written off in the Statement of Comprehensive Income as incurred. Note 2 Actual and Proposed Transactions to Arrive at Proforma Statement of Financial Position

The proforma Statement of Financial Position as at 19 May 2011 has been included for illustrative purposes to reflect the position of the Company on the basis of the following transactions that are proposed to occur after the Company has issued shares subject to this Prospectus:

i) the issue by the Company pursuant to this Prospectus of 15,000,000 ordinary shares, issued at a price of $0.20 per share, raising $3,000,000 before the costs of the Issue (‘minimum subscription’); and 20,000,000 ordinary shares, issued at $0.20 per share, raising $4,000,000 before costs of the Issue if the maximum oversubscriptions are accepted (‘maximum subscription’);

ii) the write off to the share capital account of the estimated costs of the Issue of an estimated $350,000 for minimum subscription and $410,000 for maximum subscription (ie a further $60,000);

iii) the issue of 1,000,000 ordinary shares at $0.20 per share, 1,000,000 options exercisable at $0.25 each within four years of issue, plus $100,000 in cash to Scott Walter Wilson and Ross Frederick Crew (the Vendors), pursuant to a Heads of Agreement dated 18 February 2011 (as set out in Section 9.1 of the Prospectus) as consideration for the acquisition of 80% of various tenement rights by the Company. For the purposes of the proforma Statement of Financial Position, these options have been valued using the Black & Scholes Option Pricing Model at $138,400, resulting in total consideration of $438,400;

iv) the write off to the proforma statement of comprehensive income of the tenement acquisition costs of $438,400 as described in iii) above. This is consistent with the Company’s exploration and evaluation expenditure accounting policy as disclosed in Note 1(m) of Appendix 1;

v) the issue to the lead manager of 3,000,000 options exercisable at $0.25 each within four years of issue date for consideration of $0.0001 each for minimum subscription, or 4,000,000 options exercisable at $0.25 each within four years of issue date for consideration of $0.0001 each for maximum subscription. For the purposes of the proforma Statement of Financial Position, these options have been recorded at the consideration to be received, being $300 for minimum subscription and $400 for maximum subscription.

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STRICKLAND RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Reviewed 19 May 2011

Reviewed proforma

19 May 2011 ($3m raising)

Reviewed proforma

19 May 2011 ($4m raising)

Note $ $ $ Note 3 Cash and Cash Equivalents

Balance at 19 May 2011 426,562 426,562 426,562 Issue of shares per Prospectus 2(i) - 3,000,000 4,000,000 Costs of Issue 2(ii) - (350,000) (410,000) Acquisition of interest in tenements 2(iii) - (100,000) (100,000) Consideration for lead manager options issued 2(v) - 300 400 Balance at 19 May 2011 426,562 2,976,862 3,916,962

Note 4 Current Creditors and Borrowings

Trade and other payables 51,361 51,361 51,361 Balance at 19 May 2011 51,361 51,361 51,361 Note 5 Issued Capital

a) Share Capital Issued to founders and promoters (8,000,000 shares) 440,000 440,000 440,000 Shares issued at $0.20 each pursuant to the Prospectus: 15,000,000 fully paid (minimum subscription); 20,000,000 fully paid (maximum subscription)) 2(i) - 3,000,000 4,000,000 Costs of Issue 2(ii) (4,175) (354,175) (414,175) Shares issued to acquire interest in tenements (1,000,000 shares) 2(iii) - 200,000 200,000 Balance at 19 May 2011 (proforma ordinary shares - 24,000,000 fully paid (minimum subscription); 29,000,000 fully paid (maximum subscription)) 435,825 3,285,825 4,225,825

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STRICKLAND RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS b) Share Options

The Company has the following options on issue at the date of this Report:

Date issued Expiry date Number issued

Exercise price

11 February 2011 31 May 2015 1,500,000 $0.25 30 March 2011 31 May 2015 3,000,000 $0.25 Options on issue at the date of this Report 4,500,000

$3M raising Proforma options: ASX Listing Date Within 4 years of issue 1,000,000 $0.25 ASX Listing Date Within 4 years of issue 3,000,000 $0.25 $3M Proforma options proposed at the date of this Report 8,500,000

$4M raising additional Proforma options: ASX Listing Date Within 4 years of issue 1,000,000 $0.25 $4M Proforma options proposed at the date of this Report 9,500,000

Reviewed for the period

ended 19 May 2011

Reviewed proforma

for the period ended

19 May 2011 ($3m raising)

Reviewed proforma

for the period ended

19 May 2011 ($4m raising)

Note $ $ $ Note 6 Reserves

Value of options issued to: Promoters/founders 6,150 6,150 6,150 Vendors 2(iii) - 138,400 138,400 Lead manager 2(v) - 300 400

Balance as at 19 May 2011 6,150 144,850 144,950

The fair value of the options to be issued to the Vendors have been valued using a Black & Scholes option pricing model, using the following assumptions:

25 cent options Number of options 1,000,000 Date of grant/expected grant ASX Listing Date Expiry date 31 May 2015 Grant date share price $0.20 Exercise price $0.25 Expected volatility 100% Risk-free interest rate 5.09%

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STRICKLAND RESOURCES LIMITED NOTES TO THE FINANCIAL STATEMENTS

Reviewed for the period

ended 19 May 2011

Reviewed proforma

for the period ended

19 May 2011 ($3m raising)

Reviewed proforma

for the period ended

19 May 2011 ($4m raising)

Note $ $ $ Note 7 Accumulated Losses

Loss for the period 2(iv) (66,774) (505,174) (505,174) Balance as at 19 May 2011 (66,774) (505,174) (505,174) Note 8 Commitments No commitments have arisen as a result of the proforma transactions other than various tenement expenditure commitments as detailed in the Solicitor’s Report in Section 8 of the Prospectus.

Note 9 Related Party Transactions Refer to Section 11 of the Prospectus for details of related party transactions and shareholdings.

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Our Ref: JA:20014 Email: [email protected]

18 May 2011

The Directors Strickland Resources Limited Suite 2, 12 Parliament Place WEST PERTH WA 6005

Dear Sirs

SOLICITOR'S REPORT ON MINING TENEMENTS

1 Introduction This report is prepared for inclusion in a prospectus to be issued by Strickland Resources Limited (Company) dated on or about 18 May 2011 for the issue of 15 million fully paid ordinary shares at $0.20 each to raise $3 million with oversubscriptions of up to a further 5,000,000 shares at an issue price of $0.20 each to raise up to an additional $1,000,000 (Prospectus).

The report relates to Western Australian mining tenements and tenement applications (Tenements) in which the Company holds an interest. An overview of the Tenements is contained in Schedule 1 which is attached to and, together with the notes to Schedule 1, forms part of this report.

The notes to Schedule 1 refer to endorsements and conditions of particular note and are not an exhaustive list of all the applicable endorsements and conditions relating to the Tenements. The mining tenement register maintained by the Western Australian Department of Mines and Petroleum (DMP) can be searched for a full list of the endorsements and conditions affecting each of the Tenements.

2 Searches For the purpose of this report, we have obtained and reviewed:

(a) searches of the Tenements in the mining tenement register maintained by the DMP. The DMP searches were conducted on 17 May 2011; and

(b) "Quick Appraisal" reports of the Tenements from the DMP summarising information available in the online "TENGRAPH" system maintained by the DMP. These searches were conducted on 17 May 2011.

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3 Opinion

As a result of the searches and enquiries, but subject to the assumptions and qualifications set out in this report, we are satisfied that:

(a) as at the dates of the searches set out above this report provides an accurate statement as to the status of the Tenements;

(b) unless otherwise specified in this report, the Tenements are validly granted and in good standing; and

(c) this report provides accurate statements as to third party interests, including encumbrances in relation to the Tenements as apparent from our searches and information provided us to.

4 Assumptions and Qualifications In this report:

(a) we have assumed the accuracy and completeness of the results of the searches of the registers maintained by DMP and other information obtained from DMP;

(b) we have assumed that all contracts, agreements or arrangements we reviewed were within the capacity and powers of and were validly authorised, executed and delivered by and binding on each party to them and, where applicable, duly stamped;

(c) we note that the continued holding of the Tenements is subject to compliance with the terms and conditions of the relevant legislation and any applicable agreements;

(d) we have assumed the accuracy and completeness of any instructions, documents and information given to us by the Company or any of its officers, employees, advisers, agents or representatives;

(e) we have assumed that the responses to any questions which we have put to the directors, officers, employees, advisers and agents of the Company have been true and accurate in all respects and have not contained any material omissions;

(f) we have assumed that there were no documents other than those which were disclosed to us which related to the issues we examined;

(g) we have assumed that all material matters (including contracts and other documents) have been advised or provided to us by the directors, officers, employees, advisers, agents and representatives of the Company in response to our inquiries;

(h) we have assumed that no terms of any of the contracts, agreements or arrangements we reviewed have been or are currently in breach;

(i) with respect to any application for the grant of a Tenement, we express no opinion as to whether such an application will be granted;

(j) with respect to applications which are not capable of being legally transferred, we have assumed a constructive trust as the means by which a beneficial interest is created in the application;

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(k) where compliance with the requirements necessary to maintain a

Tenement in good standing is not disclosed on the searches obtained, we express no opinion on such compliance;

(l) where plaints or objections have been lodged against the Tenements we make no comment on the likelihood of success of such plaints or objections;

(m) where a Tenement has been granted we have assumed that the future act provisions of the Native Title Act 1993 (Cth) have been complied with;

(n) references in Schedule 1 to any area of land are taken from details in the searches obtained. It is not possible to verify the accuracy of the land area without conducting a survey; and

(o) where Ministerial consent to any agreement or dealing in relation to a Tenement is being or will be sought, we express no opinion as to whether such consent will be granted or the consequences of it being refused.

This report only relates to the mining law applicable to the Tenements as at the date of this report. This report is limited to the matters expressly contained within it.

5 Mining Tenements Generally The Company has entered into a Sale Agreement with Scott Wilson (Wilson) and Frederick Crew (Crew) under which it will acquire an 80% interest in certain Tenements identified in Schedule 1. The Sale Agreement (including the conditions on the sale) is summarised in section 9 of this Prospectus. Applications for certain Tenements identified in Schedule 1 have also been made by the Company in its own right.

The Tenements comprise of a granted mining lease, an application for a mining lease, granted prospecting licences and applications for prospecting licences under the Mining Act 1978 (WA) (Mining Act). The holder of a mining tenement under the Mining Act is permitted to explore for all minerals including oil shale, but excluding soil, petroleum or a geothermal energy resource (which are all governed by the Petroleum and Geothermal Energy Resources Act 1987 (WA)), and sand or clay which occurs on private land. The Mining Act also excludes the holder of a mining tenement from exploring for or mining iron, unless the Minister specifically authorises the holder of the mining tenement to do so and endorses the mining tenement title, accordingly.

Amendments to the Mining Act were passed by Parliament on 26 October 2004 and came into effect from 10 February 2006. Tenements applied for prior to 10 February 2006 are subject to different terms and conditions to mining tenements applied for and granted after 10 February 2006. Each of the Tenements were applied for after 10 February 2006.

(a) Prospecting Licences A prospecting licence authorises the holder to enter upon land for the purpose of prospecting for minerals with vehicles, machinery and equipment as may be necessary or expedient for the purpose of prospecting for minerals in, on or

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under the land. It also permits the undertaking of operations and works necessary for that purpose, including digging pits, trenches and holes, sinking bores and tunnelling. A prospecting licence holder may excavate, extract or remove earth, soil, rocks, stone, fluid or mineral-bearing substances not exceeding 500 tonnes over the term of the licence.

A prospecting licence remains in force for a period of four years from the date on which it was granted. In the case of prospecting licences applied for on or after 10 February 2006 the Minister has discretion to extend the prospecting licence for one further four year period if satisfied that a prescribed ground exists.

Prescribed grounds include where the Minister is satisfied that insufficient work has been carried out due to difficulties or delays arising from governmental, legal, climatic or heritage reasons, or where the Minister considers that the land has been unworkable for the whole or a considerable part of any year of the term or where the Minister considers that work carried out justifies further prospecting.

The registered holder of a prospecting licence may, as of right while the prospecting licence continues in force, apply for and, subject to the Mining Act, have granted one or more mining leases over any part of the land the subject of the prospecting licence. Where an application for a mining lease is made and the term of the prospecting licence expires prior to the grant of the mining lease, the prospecting licence will continue in force with respect to the land the subject of the application for a mining lease until the application for a mining lease is determined.

Annual rental for the first year of a prospecting licence is payable at the time of application, and following grant of the tenement will be payable in respect of each year of the term at the rate of $2.31 (including GST) per hectare with a minimum annual rental of $23.10 (based on rental rates as at 1 July 2010).

Prospecting licences are subject to minimum annual expenditure requirements, which are calculated at the rate of A$40.00 per hectare, subject to a minimum of A$2,000 per annum (based on expenditure requirements as at 1 July 2010). The holder may apply for exemption from compliance with minimum expenditure requirements on certain grounds set out in the Mining Act or at the discretion of the Minister. A failure to comply with expenditure requirements, unless exempted, renders the prospecting licence liable to forfeiture.

(b) Applications for Prospecting Licences A number of the Tenements comprise applications for a prospecting licence.

It should be noted that an application for a prospecting licence is not transferable. While there is no restriction on selling it (including entering into an agreement to transfer it while it remains an application) no transfer may be lodged with the DMP until the prospecting licence is granted.

(c) Mining Leases A mining lease authorises the holder to work and mine the land, and take and remove from the land any minerals and dispose of them, and to do all acts and things necessary to effectually carry out mining operations in, on or under the land the subject of the mining lease.

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Prior to the 2006 amendments to the Mining Act, mining leases were granted without any requirement to conduct mining operations within the lease area. Also, a mining lease could not exceed 10 km2 in area. There is no longer any restriction to the size of a mining lease, but a mining lease will only be granted over an area that is sufficient for mining operations and related activities. There is no limit to the number of mining leases that any one person may hold.

From 10 February 2006, in addition to other terms and conditions, a mining lease may only be granted if the application is accompanied by either a mining proposal or a "statement" outlining mining intentions together with a mineralisation report prepared by a qualified person. If a "statement" and mineralisation report are lodged, the Director, Geological Survey must be satisfied that there is significant mineralisation in, on or under the land to which an application for a mining lease relates. For the purposes of the Mining Act "significant mineralisation" is defined as a deposit of minerals where exploration results indicate that there is a reasonable prospect of minerals being obtained by mining operations.

Every mining lease applied for before 10 February 2006, together with every mining lease applied for on or after 10 February 2006 accompanied by a statement and a mineralisation report, is deemed to be granted subject to a condition requiring the lessee, before carrying out mining operations of a prescribed kind on any part of the land the subject of the lease (including open-cut, underground, quarrying, dredging, harvesting, scraping, leaching and tailing treatment operations together with incidental construction activities), to lodge and obtain written approval of a mining proposal. Mining proposals are required to detail all matters relating to the environmental management of a proposed project.

A mining lease is granted for a term of 21 years and may be renewed for a further term of 21 years as of right. The Minister may, upon receipt of an application, renew or further renew a mining lease for successive terms, but no such term may exceed a period of 21 years.

A holder of a mining lease may not transfer or mortgage a legal interest in the land or any part of the land without the prior written consent of the Minister, or of an officer of the DMP acting with the authority of the Minister. This does not prohibit a holder entering into an agreement to sell a mining lease. However, transfer of title on the register is not possible without Ministerial consent.

Applications for mining leases are not capable of being transferred prior to grant. While there is no restriction on selling an application for a mining lease (including an agreement to transfer it while it remains an application), in such a case, no transfer may be lodged with the DMP until the mining lease is granted.

Annual rent for a mining lease is $15.95 (including GST) per hectare (based on rental rates as at 1 July 2010).

The holder of a mining lease must expend, or cause to be expended, in mining on, or in connection with mining on, the lease not less $100 for each hectare, with a minimum of $10,000 per year during each year of the term of the lease. If the mining lease does not exceed 5 hectares the minimum annual expenditure will be $5,000.

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(d) Tenement Conditions and Forfeiture

Mining tenements granted in Western Australia are subject to various conditions prescribed by the Mining Act. The conditions provide for the payment of rent, minimum expenditure and reporting requirements. In addition, standard conditions are imposed addressing environmental and heritage issues. The Minister (or the Warden or mining registrar in the case of a prospecting licence) may also impose specific conditions on a mining tenement such as restrictions on mining or access.

If a registered mining tenement holder fails to comply with the annual minimum expenditure requirement, that person may apply to the DMP for an exemption from expenditure for that year. If an exemption from expenditure is refused, or a registered holder of a mining tenement fails to comply with any other condition imposed on the mining tenement, then the mining tenement will be liable to forfeiture under the Mining Act.

Forfeiture of Prospecting Licences

If an exemption from expenditure is refused or a registered holder of a prospecting licence fails to comply with a condition imposed on a granted prospecting licence, fails to pay rent or a statutory royalty, fails to file a report required by the Mining Act, fails to satisfy a request of the Minister, or is convicted of an offence under the Mining Act, then the Warden may, on the application of the Minister, mining registrar, any authorised officer of DMP, or any person make an order for the forfeiture of that prospecting licence or miscellaneous licence.

An application for forfeiture in respect of expenditure conditions must be made during the expenditure year in relation to which the requirement is not complied with or within eight months thereafter.

A Warden may only make an order for forfeiture if the Warden is satisfied that non-compliance is of sufficient gravity to justify the forfeiture of the mining tenement.

A Warden may, as he or she thinks fit in the circumstances, impose a penalty as an alternative to making an order for forfeiture of a prospecting licence or miscellaneous licence. The penalty must not exceed $10,000 in a case where expenditure conditions have not been complied with, and not exceed $50,000 in any other case.

Forfeiture of Mining Leases

The Minister may forfeit a mining lease for a breach of the covenant to pay rent or a statutory royalty, or a breach of a condition to which the lease is subject, or a covenant deemed to be inserted in a lease. Where a mining lease or general purpose lease is liable to forfeiture, the Minister may declare, by notice in the Government Gazette that such lease is forfeited. Alternatively, the Minister may, as he or she thinks fit in the circumstances of the case, impose a penalty not exceeding $50,000 as an alternative to declaring the lease forfeited.

Also, in addition, any person may make an application to the Warden for the forfeiture of a mining lease for failure to comply with the requirements of the Mining Act in respect of the expenditure conditions applicable to that lease. An application for forfeiture must be made during the expenditure year in

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relation to which the requirement is not complied with, or within eight months thereafter. Applications for forfeiture by a third party, if successful, can result in either an order for forfeiture or the imposition of a fine. A Warden may only make a recommendation of forfeiture to the Minister if the Warden is satisfied that the non-compliance is of sufficient gravity to justify the forfeiture.

(e) Securities An applicant for a prospecting or a mining lease is required to lodge a security for compliance with the conditions to which the tenement, if granted, will from time to time be subject and with the provisions of the Mining Act and the Mining Regulations 1981 (WA) (Mining Regulations). This mandatory security must be lodged with the mining registrar within 28 days after lodging the relevant application. As at 1 July 2010, the amount of the security required is $5,000.

In addition, the Minister may require the holder of a prospecting or mining lease to lodge at the office of the mining registrar or the DMP at Perth an additional security for compliance with conditions imposed in relation to the licence or lease (as applicable) for prevention or reduction of injury to land. The amount of this additional security is determined by the Minister on a case by case basis, and may be varied by the Minister by instrument in writing.

Where a mining tenement is granted in respect of reserved land (e.g. national parks, state forests, marine and timber reserves), a condition is commonly imposed requiring any person carrying out mining operations on the land to make good injury to the surface of the land (or injury to anything on the surface thereof). If default is made in making good any such injury, the person having the control and management of such land may carry out the work necessary to do so, and may recover the cost of doing so from the person in default. In such circumstances, the person carrying out mining operations will be required to lodge a security to cover the probable cost of the work of making good the injury. As above, the amount of this additional security is determined by the Minister on a case by case basis, and may be varied by the Minister in writing.

Securities must be lodged in the prescribed form and may be by bond or such other method as the Minister approves. Bonds remain registered and enforceable until retired by the Minister; usually, where the Minister is satisfied that the relevant obligation(s) have been met by the tenement holder(s) at the conclusion of mining operations on the relevant tenement. Prior to the registration of any transfer of interest or conversion of a tenement to which a bond applies, a complying substitute bond in the name(s) of the new holder(s) or for the converted tenement must be provided. The previous bond will only be retired following registration of the new bond and the transfer of interest or conversion.

The DMP has foreshadowed possible changes to the security bond requirements in Western Australia. The DMP has recommended a fidelity fund to manage the risk of operations under the Mining Act failing to meet their mine rehabilitation and closure obligations.

In the event a fidelity fund is not established, there is a risk that the DMP may require full cost unconditional performance bonds to be provided.

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(f) Royalties under the Mining Act Royalties are payable to the Western Australian State Government in respect of minerals (including material containing minerals) obtained from land that is the subject of a mining lease or other mining tenement granted under the Mining Act, or that is the subject of an application for the grant of a mining lease or other mining tenement under the Mining Act.

The holder of or applicant for a mining tenement (as the case may be) must provide a quarterly production report to the Director General of Mines commencing at the expiration of the first quarter during which any mineral is produced or obtained from that mining tenement or from land the subject of that application for a mining tenement. Royalties are payable quarterly to the DMP at Perth and must be accompanied by a royalty return in an approved form setting out all relevant details for calculation of the royalties.

Royalty rates and methods of calculation differ depending on the type of mineral produced or obtained from a mining tenement. No royalty is payable in respect of the first 2,500 ounces of gold metal produced during a financial year from gold bearing material produced or obtained from the same gold royalty project. Thereafter, the rate of royalty payable is 2.5% of the ‘royalty value’ (being the total gold metal produced during the relevant month multiplied by the average of the gold spot prices for that month) of the gold metal produced, as determined in accordance with the Mining Regulations (based on royalty rates as at 1 July 2010).

(g) Objections to Applications for Mining Tenements Any person may object to the granting of an application for a mining tenement by lodging with the mining registrar a notice of objection within the prescribed time period. The Warden may give any person who has lodged an objection an opportunity to be heard when considering whether to grant an application. However, the Warden is only obliged to hear an objection by the owner, occupier or mortgagee of private land and an objection by local government to a miscellaneous licence application.

6 Native Title Access to much of the land in Australia for the purpose of conducting commercial activities such as mining is governed by certain Commonwealth and State legislation which outlines procedures that must be followed to gain access to land.

(a) Native Title Act On 3 June 1992, the High Court of Australia held in Mabo v. Queensland (no. 2) (1992) 175 CLR 1 that the common law of Australia recognises a form of native title. The Commonwealth Parliament responded to the Mabo decision by passing the Native Title Act 1993 (Cth) (NTA) which came into operation on 1 January 1994.

Native Title Claims

Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court. The Federal Court will then refer the application to the Native Title Registrar of the National Native Title Tribunal (NNTT) for the application of the registration test. If the Native

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Title Registrar is satisfied that the lodged claim meets the registration requirements set out in the NTA, it will be entered on the Register of Native Title Claims (Register) maintained by the NNTT. Registered Claimants are given certain procedural rights in relation to "Future Acts" under the NTA including the "right to negotiate" procedure.

Future Acts

A Future Act is a proposed activity or development on land and/or waters that may affect native title, including the grant of mining or exploration tenements granted post 1 January 1994. Claimants’ gain the right to negotiate in relation to the grant of those interests if their native title claim is registered at the time the government issues a notice (known as a section 29 notice), stating it intends to do the act (i.e. grant the tenement) or is registered within four months of that time.

Claims which do not meet the registration requirements are recorded on the Schedule of Applications Received. Such claims may be entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test.

Right to Negotiate Procedure

Under the right to negotiate procedures, parties are required to negotiate in relation to the grant of the proposed Future Act, eg the grant of a mining tenement. Negotiations are initiated to obtain the agreement of the relevant native title parties to the carrying out of the proposed Future Act on the native title land. The right to negotiate procedure consists of a statutory six month period of negotiation between the relevant government party, the native title party and the grantee, during which time the parties must negotiate in good faith.

Generally, the grantee party and the registered native title claim group come to an agreement in relation to the grant of the tenement. If parties cannot reach agreement as to the terms of grant, a negotiation party may apply to the NNTT (as the arbitral body) to make a determination as to whether the grant may proceed (and if so, on what conditions). Subject to Federal Ministerial intervention the agreement of the parties, or the decision of the NNTT, will determine whether the mining interest is granted.

It is important to note that where it is proposed to convert from an exploration licence or prospecting licence to a mining lease and native title claims are lodged and registered, it will be necessary to go through the right to negotiate process with any native title holders or claimants whose claims are accepted for registration at the relevant time, unless the Company enters into an agreement with the claimants relating to conversion.

Expedited Procedure

Some Future Acts might have minimal impact on native title rights and interests and many qualify for "fast tracking". This process is known as "expedited procedure" and it is State Government policy that it will apply to the grant of exploration and prospecting licences in Western Australia where the applicant has executed a Regional Standard Heritage Agreement (RSHA) or has an existing Alternative Heritage Agreement (AHA) in place. In the

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absence of such an agreement the applications will be processed under the right to negotiate regime (discussed above).

A RSHA or AHA is drafted to address Aboriginal heritage issues on the area the subject of a tenement. They generally provide for the native title party to withdraw their objection to the expedited procedure and consent to the grant of the tenement upon the terms of the agreement. Amongst other things, the RSHA or AHA will generally require the conduct of a heritage survey prior to the conduct of most exploration activity. A heritage survey involves members of the claim group and generally an anthropologist or heritage officer walking over the land and discussing the proposed exploration activity and its impact on any heritage issues and identifying any areas to be protected or excluded from some activity. The costs of the heritage survey are met by the registered tenement holder.

If the proposed grant is advertised under the expedited procedure, native title parties can lodge an objection. An objection by a native title party is not an objection to the tenement being granted, but is an objection to the application being fast-tracked. If there is no objection lodged, the tenement can be granted. If an objection is lodged to the grant of the tenement under the expedited procedure, the parties may either negotiate and reach agreement, or apply to the NNTT for a determination.

Some claimant groups will lodge an objection despite a RSHA being executed. Generally this is because they will seek a more ‘favourable’ agreement. In these circumstances it is open to the tenement applicant to agree to additional terms with the claimant group, or apply to the NNTT for a determination. Generally, where the applicant has executed a RSHA or AHA and there are no registered sites in the area of the tenement then the NNTT will determine the tenement can be granted.

(b) Native Title Status of the Tenement The Tenements relate to land which is currently the subject of the Kurrku native title determination application (Federal Court no WAD385/10). This claim was lodged on 9 December 2010. Additional claims may be made in the future over the area of the Tenements.

A number of the granted tenements were granted subject to the condition that "If the Goldfields Land and Sea Council (GLSC) sends a request .... within 90 days after the grant of the licence, the licensee’ shall, within 30 days of the request exercise in favour of the GLSC the revised GLSC Wongatha Interim Standard Heritage Agreement (WISHA)."

The area of these tenements, were at the date they were advertised under s29 of the NTA, covered by the Wongatha native title determination application. The Wongatha native title determination application was dismissed by the Federal Court in February 2007. The Wongatha native title claimants retained the right to negotiate until the claim was removed by the Native Title Registrar following the expiry of the relevant appeal periods.

The GLSC wrote to the tenement holders in relation to a number of tenements (identified in Schedule 1) requesting they enter into the WISHA. The request was not however, according to the information provided to us, made within the 90 day timeframe provided for as a condition of grant. The DMP has also drawn this condition to the attention of the tenement holder (see also Schedule 1).

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It would be open to the tenement holder to enter into a heritage agreement in relation to the area of the granted tenements, and this may be advisable given the tenement holders will most likely enter into a heritage agreement in relation to the tenements currently in the application stage.

We have not been advised of any negotiations in relation to the existing tenement applications.

To the extent that native title has not been extinguished with respect to the underlying land, it is important to note that where it is proposed to convert the Tenement to a mining lease and native title claims are lodged and registered, it will be necessary to go through the right to negotiate process with any native title holders or claimants whose claims are accepted for registration at the relevant time.

We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that existing native title claims may be successful, or the possibility of any further native title claims being made in the future. In addition, we have not undertaken any investigations that would determine the content of any individual rights claimed in or under any native title claim over the Tenements.

7 Aboriginal Heritage Tenements in Western Australia are granted subject to an endorsement reminding the tenement holder of its obligation to comply with the requirements of the Aboriginal Heritage Act 1972 (WA) (Heritage Act). The Heritage Act protects sites and areas of significance to Aboriginal people. The Minister of Indigenous Affair’s consent is required where any use of land is likely to result in the excavation of or damage to an Aboriginal site or any object on or under that site.

There is no requirement or need for a site to be registered in any public manner or be in any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the purposes of the Heritage Act. A register of sites is maintained by the Aboriginal Affairs Department of Western Australia.

We have not conducted a search of that register for the purposes of this Report. The Heritage Act applies to all Aboriginal sites and objects, whether or not they are registered under the Heritage Act.

In respect of any Aboriginal sites that are ultimately identified on any of the Tenements, the Company will need to ensure that any interference with such sites is in strict conformity with the provisions of the Heritage Act.

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) also affords some protection to Aboriginal sites. This Act applies to all of the Tenements and is aimed at the preservation and protection from desecration of significant Aboriginal areas and significant Aboriginal objects. An area or object is found to be desecrated if it is used or treated in a manner inconsistent with Aboriginal tradition. We have not conducted any searches in this regard.

8 Consents This report is provided solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be

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relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document without our prior written consent.

Fairweather Corporate Lawyers consent to being named in the Prospectus as the authors of this report.

Fairweather Corporate Lawyers has given, and has not before the lodgement of this Prospectus, withdrawn its consent to the inclusion of this report in the Prospectus.

9 Disclosure of Interest Fairweather Corporate Lawyers will be paid normal and usual professional fees for the preparation of this report and related matters, as set out elsewhere in the Prospectus.

Yours sincerely

FAIRWEATHER

CORPORATE LAWYERS

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SCHEDULE 1 – TENEMENT SCHEDULE

Tenement Application Date

Commencement Date

Expiry Date

Holder/ Applicant

Area (hectares) Dealings/Interest Annual

Expenditure Notes

M39/1079 24/02/2011 Pending Wilson and Crew

968 80% interest to be acquired by the Company

This application will be granted pursuant to a conversation of P39/4336, P39/4337, P39/4338, P39/4339 and P39/4335.

A

M39/977 7/08/2008 6/08/2029 Wilson and Crew

63 80% interest to be acquired by the Company

$10,000 A

P39/4335 23/11/2007 22/11/2011 Wilson and Crew

195 80% interest to be acquired by the Company

$7,800 A, B

P39/4336 23/11/2007 22/11/2011 Wilson and Crew

200 80% interest to be acquired by the Company

$8,000 A, B

P39/4337 23/11/2007 22/11/2011 Wilson and Crew

200 80% interest to be acquired by the Company

$8,000 A, B

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Tenement Application Date

Commencement Date

Expiry Date

Holder/ Applicant

Area (hectares) Dealings/Interest Annual

Expenditure Notes

P39/4338 23/11/2007 22/11/2011 Wilson and Crew

200 80% interest to be acquired by the Company

$8,000 A, B

P39/4339 23/11/2007 22/11/2011 Wilson and Crew

200 80% interest to be acquired by the Company

$8,000 A, B

P39/4474 21/01/2009 20/01/2013 Wilson and Crew

200 80% interest to be acquired by the Company

$8,000 A, B, C

P39/4476 21/01/2009 20/01/2013 Wilson and Crew

195 80% interest to be acquired by the Company

$7,800 A, B, C

P39/5186 21/02/2011 Pending Strickland 200 A

P39/5187 21/02/2011 Pending Strickland 200 A

P39/5188 21/02/2011 Pending Strickland 200 A

P39/5189 24/02/2011 Pending Strickland 200 A

P39/5190 21/02/2011 Pending Strickland 200 A For

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Tenement Application Date

Commencement Date

Expiry Date

Holder/ Applicant

Area (hectares) Dealings/Interest Annual

Expenditure Notes

P39/5191 21/02/2011 Pending Strickland 200 A

P39/5192 21/02/2011 Pending Strickland 120 A

P39/5193 21/02/2011 Pending Strickland 178 A

P39/5194 21/02/2011 Pending Strickland 200 A

P39/5195 21/02/2011 Pending Strickland 200 A

P39/5196 21/02/2011 Pending Strickland 169 A

P39/5197 21/02/2011 Pending Strickland 200 A

P39/5198 24/02/2011 Pending Strickland 200 A

P39/5199 24/02/2011 Pending Strickland 177 A

P39/5200 24/02/2011 Pending Strickland 192 A

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Tenement Application Date

Commencement Date

Expiry Date

Holder/ Applicant

Area (hectares) Dealings/Interest Annual

Expenditure Notes

P39/5201 24/02/2011 Pending Strickland 200 A

P39/5202 24/02/2011 Pending Strickland 180 A

NOTES:

A  Kurrku Native Title Determination Application (WAD 385/10, NNTT no WC10/18) 

B  DMP Letter dated 20 September 2010 to Scott Walter Wilson drawing the tenement holders attention to the following condition: 

"If the Goldfields Land and Sea Council  (GLSC) sends a request by pre‐paid post to the  licensee’s address within 90 days after the grant of  the  licence,  the  licensee  shall, within 30 days of  the  request exercise  in  favour of  the GLSC  the  revised GLSC Wongatha Interim Standard Heritage Agreement."     

C  GLSC Letter dated 22 June 2009 to Scott Walter Wilson and Ross Frederick Crew requesting the execution of the Wongatha Interim Standard Heritage Agreement. 

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9. MATERIAL CONTRACTS

9.1. Tenement Sale Agreement – 14 Mile Well Project

Scott Wilson and Ross Crew (together the Vendors) and the Company are parties to a sale agreement dated 18 May 2011 (Tenement Sale Agreement) under which the Company will acquire an 80% interest in M39/977, P39/4335, P39/4336, P39/4337, P39/4338, P39/4339, P39/4474 and P39/4476, as well as, the application for M39/1079 (Sale Tenements) from the Vendors. The material terms of the Tenement Sale Agreement are as follows:

Consideration: The consideration under the Tenement Sale Agreement is $115,000 and the issue of 1,000,000 Shares and 1,000,000 Vendor Options to the Vendors (Purchase Price). In the event that the Company assigns its rights under the Tenement Sale Agreement to an entity listed on the ASX (Listed Entity); or a Listed Entity has acquired the Company the consideration will be calculated so that the Vendors will economically be in the same position as if they had received the Purchase Price.

Conditions Precedent: Completion of the Tenement Sale Agreement is conditional upon the successful completion of the Offer which raises a minimum of $3 million and either:

(a) the Company receiving in principle approval for the admission of the Company to the official list of the ASX and having satisfied any conditions to such approval (other than the condition that completion has occurred under the Sale Agreement);

(b) the Company unconditionally assigning its rights under the Tenement Sale Agreement to a Listed Entity, for shares in that listed entity; or

(c) the Company being acquired by a Listed Entity for shares in that Listed Entity, and that acquisition becoming unconditional.

Warranties: the Vendors give the following warranties:

(a) the Sale Tenements are held by the Vendors legally and beneficially free from encumbrances or third party rights save as disclosed in writing by the Vendors to the Company prior to the date of the Tenement Sale Agreement (of which none were disclosed);

(b) the Sale Tenements are in good standing and are not liable to forfeiture and there is no matter which is likely to prejudice the renewal of the Sale Tenements;

(c) the Vendors are not (having made reasonable enquiries) aware of any actual or threatened litigation, or any circumstances which may give rise to any such claim, concerning the Sale Tenements, save as disclosed in writing by the Vendors to the Company prior to the date of the Tenement Sale Agreement;

(d) to the best of their knowledge, the Sale Tenements have been duly marked off applied for and where relevant, granted in accordance with the Mining Act 1978 (WA);

(e) there are no environmental liabilities in relation to the Sale Tenements; and

(f) to the best of their knowledge no material information has been concealed from the Company which would materially affect the decision of the Company to enter into the Tenement Sale Agreement.

Alluvial gold rights: With effect from completion of the Sale Agreement, the Company grants to the Vendors the right to conduct low impact mining operations on the Sale Tenements and remove alluvial gold in accordance with existing low impact

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mining operations proforma held by the Vendors. The Vendors’ right to remove alluvial gold ceases to apply to any part of the Sale Tenements the subject of a mining proposal lodged by the Company and approved by the Department of Mines and Petroleum.

9.2. Joint Venture Agreement – 14 Mile Well Project

The Company and the Vendors signed the Joint Venture Agreement on 18 May 2011 (JV Agreement). The material terms of the JV Agreement are as follows:

Joint Venture: With effect from completion under the Tenement Sale Agreement the parties will form the 14 Mile Well Joint Venture for the purpose of conducting exploration for any minerals within the Sale Tenements. The initial participating interests are the Company: 80% and the Vendors: 20%. The rights and obligations of the parties are several in proportion to their interest and neither party may create an interest in the joint venture property which is contrary to the terms of the JV Agreement.

Sole funding: The Company must sole fund all exploration and related costs and expenses of the joint venture including the costs of preparing any feasibility studies.

The Company will be the first manager and will have exclusive rights to manage and carry out exploration on the Sale Tenements and the obligation to do all things necessary to keep the Sale Tenements in good standing.

Security Bond: The Company must at all times do all things reasonably necessary to maintain security bonds that represent 100% of the Sale Tenements.

Decision to mine: After the receipt by the participants of a feasibility study (in bankable form) the participants will have a 40 Business Day period within which to decide whether or not to participate in the development of the mining operations. If the participants elect to participate then commercial mining operations will be carried out at the sole risk, expense and benefit of those participants (Mining Participants). The Mining Participants will form a Mining Joint Venture.

If a participant elects not to participate then that participant will be deemed to have assigned all of its right, title and interest to the mining area to the Mining Participants in consideration for the grant of 1.5% royalty over the gross revenue derived from the sale of minerals produced on the mining area.

Mining Joint Venture Agreement: the Mining Participants will as soon as possible after the Mining Joint Venture is established negotiate in good faith a Mining Joint Venture Agreement. The Mining Joint Venture Agreement must confer upon the Vendors the right to dilute in accordance with an industry standard formula with the parties’ deemed expenditure equal to their respective contributions under the Mining Joint Venture.

Pre-emptive rights: The JV Agreement contains the usual pre-emptive rights. Furthermore, if a participant wishes to sell 80% or more of its participating interest in the joint venture then that participant may require all other participants to dispose of their participating interest for the same equivalent price and on the same sale terms, as the participant selling their interest or at the market value of the participating interest determined by an expert.

9.3. Lead Manager Agreement

The Company has entered into an agreement with Bligh Capital (WA) Pty Ltd (Bligh) as lead manager of the Offer.

Mr Hannaford is a director of Bligh Capital (WA) Pty Limited and may receive a financial benefit in relation to the placing of Shares under the Offer. Any such benefit is on arm’s length terms. Please refer to section 11.2(b) and 11.8 for further details.

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Under the terms of the appointment, Bligh will be paid:

(a) management fee of 1% on all funds raised pursuant to the raising, (b) commissions of 5% on any funds raised by Bligh pursuant to the raising (Bligh

will pay other brokers who raise funds under the Prospectus out of this fee);

(c) an advisory fee of $10,000 per month for 3 months for advisory services in relation to management of the Prospectus;

(d) an advisory fee of $30,000 within 7 days of the Company’s successful ASX

listing.

The Company may also offer Bligh up to 500,000 Options in the Company at an issue price of $0.0001 per Option; exercisable at $0.25 each with an expiry of 4 years from the date of listing. See section 11.2(b) for details.

Bligh reserves the right to revise the mandate should the Company make any material acquisitions prior to the completion of the raising.

The Company unconditionally indemnifies Bligh against any losses which they may suffer and which may in any way arise out of the arrangements set out in the agreement.

9.4. Services Agreement – Ventnor Capital Pty Ltd

The Company has appointed Ventnor Capital Pty Ltd (Ventnor) to provide company secretarial services, general office services and bookkeeping and financial accounting services from the date that the Company is granted quotation of its shares on the ASX for an initial period of 12 months. The agreement will renew automatically for successive 12 month periods unless either party gives the other party at least 30 days prior written notice of its intention not to renew the agreement.

Ventnor will be paid the following remuneration:

(a) company secretarial services: $5,000 per month (exclusive of GST);

(b) general office services: $5,000 per month (exclusive of GST); and

(c) book-keeping and financial accounting services: $2,000 per month (exclusive of GST).

Services performed by Ventnor outside of the scope of the agreement will be billed as work progresses, based on the time spent on the particular assignment, plus direct out-of-pocket expenses.

9.5. Directors Deeds of Indemnity

The Company has entered into Indemnity, Insurance and Access Deeds (Deed) with each Director and the Company Secretary (Officers). Under the Deed, the Company indemnifies the relevant Officer to the maximum extent permitted by law against legal proceedings, damage, loss, liability, cost, charge, exchange, outgoing or payment suffered, paid or incurred by the officer in connection with the Officer being an officer of the Company, the employment of the Officer with the Company or a breach by the Company of its obligations under the Deed.

The Company is required to insure the Officers against liability arising from any claim against the Officers in their capacity as officers of the Company. The Company will pay insurance premiums in respect of the above insurance.

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10. RISK FACTORS

10.1. Introduction

An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Securities.

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

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

10.2. Risks Specific to the Company

10.2.1. Exploration and Development Success

The Tenements held by the Company are prospecting licences with no known economic mineralisation. Potential investors should understand that mineral exploration is a high-risk undertaking.

There can be no assurance that exploration of the Tenements, or any other licenses that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The Company has not yet published resource estimates for any prospects. There is no assurance that exploration or project studies by the Company will result in the definition of an economically viable mineral deposit or that the exploration tonnage estimates and conceptual project developments discussed in this Prospectus are able to be achieved.

The exploration costs of the Company described in the Independent Technical Report are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

10.2.2. Title Risks and Native Title

Although the Company has investigated title to all of its Tenements (as detailed in the Solicitors Report on the Tenements at Section 8), the Company cannot give any assurance that title to such Tenements will not be challenged or impugned. The Tenements may be subject to prior unregistered agreements or transfers or title may be affected by undetected defects or native title claims.

It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

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In addition, 17 of the 24 Tenements in which the Company has or will have an interest are currently in the application stage. The Company will not be able to commence exploration on these Tenements until they are granted. There is no guarantee that these applications will become granted tenements.

Prospecting licences only permit the Company to undertake exploration on the Tenements. In the event that the Company successfully delineates an economic resource on any of the Tenements, it will need to apply for a mining lease to undertake development and mining on the Tenement. There is no guarantee that the Company will be granted a mining lease if one is applied for.

10.2.3. Tenure and Access

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved.

The Company’s tenements are subject to the Mining Act 1978 (WA). The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

Five of the Tenements comprise granted prospecting licences which have an expiry date of 22 November 2011 (P39/4335, P39/4336, P39/4337, P39/4338, P39/4339, P39/4474 and P39/4476). A mining lease (M39/1079) has been applied for over the ground the subject of these granted prospecting licences, and they will continue in force until the application for the mining lease is determined. There is a risk that the application for a mining lease will not be successful and the prospecting licences not extended, in which case there is a risk that the Company will lose its interest in the ground the subject of these granted prospecting licences

10.2.4. Proposed Changes to Security Bonds

The Western Australian Department of Mines and Petroleum has foreshadowed possible changes to the security bond requirements in Western Australia. The Department has recommended a fidelity fund to manage the risk of operations under the Mining Act 1978 (WA) failing to meet their mine rehabilitation and closure obligations.

In the event a fidelity fund is not established, there is a risk that the Department may require full cost unconditional performance bonds to be provided. There is a risk that the Company may not have a sufficient financial ability to provide full cost unconditional performance bonds for its proposed activities, and as a result may be precluded from undertaking those activities.

10.2.5. Failure to Satisfy Expenditure Commitments

Interests in tenements in Western Australia are governed by the Mining Act 1978 (WA) and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in the Tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments.

Currently, the minimum annual expenditure commitments for each of the granted Tenements have been met. Details are set out in the Solicitor’s Report on Tenements in Section 8 of this Prospectus.

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10.2.6. Limited history

The Company was incorporated in February 2011 and therefore has a limited operating history on which an evaluation of its prospects can be made. The prospects of the Company must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stages of their development, particularly in the mineral exploration sector, which has a high level of inherent risk and uncertainty.

10.2.7. Taxation Risk

Any change in the Company’s tax status or the tax applicable to holding Shares or in taxation legislation or its interpretation, could affect the value of the investments held by the Company, affect the Company’s ability to provide returns to Shareholders and/or alter the post–tax returns to Shareholders.

10.2.8. Changes in Government Policy

Adverse changes in Federal or Western Australian government policies or legislation may affect ownership of mineral interests, taxation, royalties, land access, labour relations, and mining and exploration activities of the Company. It is possible that the current system of exploration and mine permitting in Western Australia may change, resulting in impairment of rights and possibly expropriation of the Company’s properties without adequate compensation. In addition, there is a possibility that the Company’s agreements with governments or joint venture partners may be unenforceable against such parties.

10.2.9. Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its license interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

10.2.10. Exploration and Resource Estimates

Strickland has reviewed drilling results and other historical information produced by previous holders of tenements within the Tenements. These results have been utilised in part in formulating its exploration strategy. In the event that this historical information proves to be inaccurate, the effectiveness of the Company’s exploration strategy may be diminished.

In the event that the Company successfully delineates a JORC compliant resource on any of the Tenements, that resource estimate will be an expression of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

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10.2.11. Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for commodities, technological advancements, forward selling activities and other macro-economic factors.

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

10.2.12. Acquisition Risk

The Company’s objectives include the pursuit of new projects in the resources sector, both in Australia and overseas, by way of acquisition or investment. The Directors of the Company will use their expertise and experience in the resources sector to assess the value of potential projects that have characteristics that are likely to provide returns to shareholders. There can be no guarantee that any new project acquisition or investment will eventuate from these pursuits, or that any acquisitions will result in a return for Shareholders.

10.2.13. Additional Requirements for Capital

The funds raised under the Offer are considered sufficient to meet the exploration and evaluation objectives of the Company. Additional funding may be required in the event exploration costs exceed the Company’s estimates. In order to effectively implement its business and operations plans in the future, to take advantage of opportunities for acquisitions, joint ventures or other business opportunities and to meet any unanticipated liabilities or expenses which the Company may incur, additional financing will be required.

The Company may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Failure to obtain sufficient financing for the Company’s activities and future projects may result in delay and indefinite postponement of exploration, development or production on the Company’s properties or even loss of a property interest. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to Shareholders.

Further, the Company, in the ordinary course of its operations and developments, is required to issue financial assurances, particularly insurances and bond/bank guarantee instruments to secure statutory and environmental performance undertakings and commercial arrangements. The Company’s ability to provide such assurances is subject to external financial and credit market assessment, and its own financial position.

Loan agreements and other financing rearrangements such as debt facilities, convertible note issue and finance leases (and any related guarantee and security) that may be entered into by the Company may contain covenants, undertakings and other provisions which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance that the Company would be able to repay such loans in the event of an acceleration. Enforcement of any security granted by the Company or default under a finance lease could also result in the loss of assets.

10.2.14. Conflicts of Interest

The Company’s Directors are also directors and officers of other companies engaged in mineral exploration and development and mineral property acquisitions.

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Accordingly, mineral exploration opportunities or prospects of which such persons become aware will not necessarily be made available to the Company. The Directors intend, however, to allocate these to such companies on the basis of prudent business and judgement and the relative financial abilities and needs of the companies to participate. Although such persons have been advised of their fiduciary duties to the Company, there exist actual and potential conflicts of interest among these persons and situations could arise in which their obligations to, or interests in, other companies could detract from their efforts on behalf of the Company.

10.2.15. Reliance on Key Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

10.2.16. Environmental Risks

The Company’s exploration programs will, in general, be subject to approval by governmental authorities. Development of any of the Company’s properties will be dependent on the Project meeting environmental guidelines and, where required, being approved by governmental authorities.

10.3. General Risks

10.3.1. Insurance Risks

The Company intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company.

Insurance against all risks associated with mining exploration and production is not always available and where available the costs can be prohibitive.

10.3.2. Competition Risk

The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

10.3.3. Regulatory Risk

The Company’s mining operations and exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities.

Obtaining necessary permits can be a time consuming process and there is a risk that Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines,

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penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Tenements.

10.3.4. Economic Risks

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

Further, 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:

(a) general economic outlook;

(b) interest rates and inflation rates;

(c) currency fluctuations;

(d) changes in investor sentiment toward particular market sectors;

(e) the demand for, and supply of, capital; and

(f) terrorism or other hostilities.

10.3.5. General Resource Sector Risk

In common with other entities undertaking business in the natural resources sector, certain risks are substantially outside the control of the Company. These risks include abnormal stoppages in production or delivery due to factors such as industrial disruption, major equipment failure, accident, power failure or supply disruption, unforeseen adverse geological or mining conditions and/or changes to predicted ore or mineral quality, the state of supply and demand for gold in Australia and overseas markets and the effect of the gold price, changes in government regulations (including environmental regulations) and government imposts such as royalties, rail freight charges and taxes and risks to land titles, mining titles and the use thereof as a result of native title claim.

10.3.6. Trading Risks

The price at which the Company’s Shares trade on ASX after listing may be higher or lower than the Offer price and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors and the Company have no control, such as movements in commodity prices and exchange rates, changes to government policy, legislation or regulation and other events or factors.

There can be no guarantee that an active market in the Company’s Shares will develop or that the price of the Shares will increase.

There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid.

10.3.7. Force Majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

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10.3.8. Litigation Risks

The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee 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. The Company is not currently engaged in any litigation.

10.3.9. Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Prospectus. Therefore, the securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

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

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11. ADDITIONAL INFORMATION

11.1 Ordinary Shares

The rights, privileges and restrictions attaching to Shares can be summarised as follows:

(a) General Meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

(b) Voting Rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend Rights

Subject to the rights of persons (if any) entitled to Shares with special rights to dividend the Directors may declare a final dividend in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company. Subject to the rights of persons (if any) entitled to Shares with special rights as to dividend all dividends are to be declared and paid according to the amounts paid or credited as paid on the Shares in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend, whether final or interim.

(d) Winding-Up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is

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compelled to accept any Shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, Shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other Shares.

(e) Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the Listing Rules.

(f) Variation of Rights

Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the Shares of that class.

11.2 Offer of securities

(a) In accordance with the Tenement Sale Agreement, the Company offers 1,000,000 Shares and 1,000,000 Vendor Options to Scott Wilson and Ross Crew in consideration for the transfer of the tenements and tenement application as detailed in section 9.1.

The Company will send Scott Wilson and Ross Crew a Prospectus and personalised application form for the securities offered. To accept the offer, Scott Wilson and Ross Crew must complete the Application Form and return it to the Company by the Closing Date.

(b) At the discretion of the Board, the Company offers up to 4,000,000 Options, exercisable at 25 cents, expiring on or before 31 May 2015 and otherwise on the terms in section 11.3 to certain brokers and AFSL holders who assist with the raising of funds under this Prospectus or their nominees. Such Options have an issue price of $0.0001 and a Black - Scholes value of $0.1384 each.

Under the Lead Manager Agreement, Bligh Capital (WA) Pty Ltd or its nominees may be offered a parcel of up to 500,000 Options offered under this section. Mr Hannaford is a director of Bligh Capital (WA) Pty Ltd and may receive a financial benefit as a result of Options offered to Bligh Capital (WA) Pty Ltd. Any offer of Options to Bligh Capital (WA) Pty Ltd will be on the same terms and conditions as offered to other brokers and AFSL holders and/or their nominees. As a result, Mr Thomas, as an independent Director, considers the arrangement to be at arm’s length and member approval will not be sought for the offer.

The Company will send the recipient a Prospectus and personalised application form for the securities offered. To accept the offer, the recipient must complete the Application Form and return it to the Company by the Closing Date.

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11.3 Options

When the Company completes the Offer and is admitted to the official list of ASX, the Company will have the following Options on issue:

Options Class and Terms Number

Director and Founder Options exercisable at 25 cents expiring on or before 31 May 2015 4,500,000

Vendor Options exercisable at 25 cents expiring on or before 31 May 2015 offered under section 11.2(a) 1,000,000

Options exercisable at 25 cents expiring on or before 31 May 2015 offered under section 11.2(b)1 3,000,000

1 Subject to the acceptance of oversubscriptions the Company may issue up to a further 1 million Options.

The Director and Vendor Options are non-transferable. The Founder Options and Options to be offered under section 11.2(b) of this Prospectus will be freely transferable.

In addition to the terms set out above, the Options are subject to the following terms and conditions:

(a) Each Option entitles the holder to acquire one fully paid ordinary share in the Company.

(b) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(c) Shares issued on the exercise of Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application monies. Shares allotted pursuant to the exercise of an Option will rank equally with the then issued ordinary shares of the Company in all respects. The Company will, upon the exercise of an Option, apply to ASX for quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the ASX Listing Rules.

(d) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Optionholder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

(e) If there is a bonus issue to shareholders, the number of shares over which the Option is exercisable may be increased by the number of shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

(f) In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced in accordance with Listing Rule 6.22.

In addition to the Options described above, the Company proposes to undertake a non–renounceable entitlement issue of Entitlement Options within three to six months after the listing on ASX. Refer to section 4.16 for further details.

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11.4 Disclosure of Interests in Shares

Directors are not required under the Company’s Constitution to hold any Shares. As at the date of this Prospectus, the Directors have relevant interests in Shares and Director Options as set out in the table below:

Director Shares1 Options3

John Hannaford2 1,512,500 1,770,312

Brian Thomas 300,000 612,500

Morgan Barron 1,512,500 1,520,312

Notes:

1 The Directors are entitled to participate in the Offer.

2 Bligh Capital (WA) Pty Ltd or its nominees may be offered Options under section 12.2(b) of this Prospectus. John Hannaford is a director of Bligh Capital (WA) Pty Ltd and will receive an indirect interest in any Options issued to Bligh Capital (WA) Pty Ltd. Refer to section 9.3 for further information regarding the Lead Manager Agreement.

3 For the purposes of Chapter 2E of the Corporations Act, Shareholders approved the issue of 3 million Director Options to Directors at a meeting of Shareholders on 30 March 2011. Mr Hannaford was issued 1,750,000 Director Options and Mr Barron 1,000,000 Director Options. Mr Hannaford subsequently transferred 500,000 Director Options to Mr Thomas following his appointment as a Director on 31 March 2011. The remainder of each Director’s balance of Options held as at the date of this Prospectus is made up of Options issued under an entitlement issue to founding Shareholders.

11.5 Remuneration of Directors

The Company’s Constitution provides that the remuneration of Directors (excluding salaries to executive Directors) will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive Directors (excluding salaries to executive Directors) has been set at an amount not to exceed $250,000 per annum.

The remuneration of executive directors will be determined from time to time by the Board having regard to the nature and extent of their responsibilities.

The Director contracts stipulate that payment of Director Fees will commence once the Company has been granted admission to the official list of the ASX, therefore the Directors have not been paid any remuneration for the current and previous financial years for their services as Directors.

Subject to Admission, each Director will receive remuneration of $2,500 per month as summarised below:

Director Annual Director Fees

John Hannaford $30,000 Brian Thomas $30,000 Morgan Barron $30,000

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11.6 Fees and Benefits

Other than as set out below or elsewhere in this Prospectus, no:

(a) Director or proposed Director;

(b) 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;

(c) promoter of the Company; or

(d) 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,

has, or had within 2 years before 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 its formation or promotion or in connection with the offer of Shares under this Prospectus; or

(c) the offer of Shares under this Prospectus,

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 those persons as an inducement to become, or to qualify as, a Director of the Company or for services rendered in connection with the formation or promotion of the Company or the offer of Shares under this Prospectus.

Al Maynard & Associates Pty Ltd has acted as Independent Technical Expert and has prepared an Independent Technical Report which is included in Section 6 of this Prospectus. The Company estimates it will pay Al Maynard & Associates Pty Ltd a total of $18,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Al Maynard & Associates Pty Ltd has not received any other fees from the Company.

HLB Mann Judd has acted as Investigating Accountant in this Prospectus and has prepared an Investigating Accountant’s Report which is included in Section 7 of this Prospectus. The Company estimates it will pay HLB Mann Judd a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, HLB Mann Judd has not received any other fees from the Company.

Fairweather Corporate Lawyers has acted as the Australian solicitors to the Company in relation to the Offer and has prepared the Solicitor’s Report on Tenements set out in Section 8 of this Prospectus. The Company estimates it will pay Fairweather Corporate Lawyers $25,000 (excluding GST) for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Fairweather Corporate Lawyers has not received any other fees from the Company.

Bligh Capital (WA) Pty Ltd has acted as Lead Manager to the Offer. In respect of this work, Bligh Capital (WA) Pty Ltd will be paid such amounts as detailed in Section 9.3 of this Prospectus. During the 24 months preceding lodgement of this Prospectus at the ASIC, Bligh Capital (WA) Pty Ltd has not received any fees from the Company.

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Ventnor Capital Pty Ltd, a company controlled by John Hannaford and of which Mr. Hannaford is a director and shareholder, will provide corporate administration services to the Company and will be paid such amounts as detailed in Section 9.4 of this Prospectus. Ventnor Capital Pty Ltd will be paid $5,000 per month from 1 March 2011 until the Company is admitted to the official list of the ASX for company administration services. Mr. Thomas, the independent Director considers these payments to be at arm’s length and shareholder approval was not sought for them.

11.7 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.

Al Maynard & Associates Pty Ltd has given its written consent to being named as Independent Technical Expert in this Prospectus and to the inclusion of the Independent Technical Report in Section 6 of this Prospectus in the form and context in which the report is included. Al Maynard & Associates Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

HLB Mann Judd 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 7 of this Prospectus in the form and context in which the report is included. HLB Mann Judd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

HLB Mann Judd has given its written consent to being named as the auditor to the Company in this Prospectus. HLB Mann Judd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Fairweather Corporate Lawyers has given its written consent to being named as the solicitors to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements set out in Section 8 of this Prospectus in the form and context in which the report is included. Fairweather Corporate Lawyers has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Bligh Capital (WA) Pty Ltd has given its written consent to being named as the Lead Manager to the Offer in this Prospectus. Bligh Capital (WA) Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Ventnor Capital Pty Ltd has given its written consent to being named in this Prospectus. Ventnor Capital Pty Ltd has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Security Transfer Registrars Pty Ltd has given its written consent to being named as the share registry to the Company in this Prospectus. Security Transfers Registrars Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC. F

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11.8 Expenses of the Offer

The total cash expenses of the Offer are estimated to be approximately $350,000 (excluding GST and assuming full subscription) and are expected to be applied towards the items set out in the table below:

Item of Expenditure Full Subscription

($3m)

Over Subscription

($4m) ASIC fees 2,068 2,068 ASX fees 29,809 32,480 Broker Commissions (6%)* 180,000 240,000 Adviser Fees (accounting, legal and other) 105,000 105,000 Printing, Design and Miscellaneous 33,123 30,452 TOTAL 350,000 410,000 * John Hannaford, a Director of the Company, is a director of Bligh Capital (WA) Pty

Limited and may receive a financial benefit depending on Bligh Capital (WA) Pty Limited’s involvement in the placing of Shares under the Offer. Any such benefit is on arm’s length terms and Shareholder approval will not be sought.

As stated in section 11.2, the Company, at the Board’s discretion, offers under this Prospectus between 3 and 4 million Options to certain brokers and AFSL holders who assist with the raising of funds under this Prospectus or their nominees. The table above reflects the cash expenses of the Offers and does not include any valuation of these Options. Please refer to section 11.2(b) for further information.

11.9 Existing Shareholders

As at the date of this Prospectus the substantial Shareholders of the Company are as follows:

Name Shares Current

%

JAEK Holdings Pty Ltd <The Hannaford Family Trust>, an entity associated with Mr Hannaford

1,512,500 18.91%

Celery Pty Ltd, an entity associated with Mr Barron 1,512,500 18.91%

Mr Joshua Scott Ward 650,625 8.13%

Riverstone Corporate Pty Ltd <Davis Trading 1 A/C>, an entity associated with Jason Davis

500,000 6.25%

Jonca Investments Pty Ltd, an entity associated with John Maitland

500,000 6.25%

It is anticipated that only Mr Hannaford and Mr Barron will remain substantial shareholders of the Company after the issue of Shares under this Prospectus.

Of the Shares on issue as at the date of this Prospectus, 4 million Shares were issued to seed Shareholders at a price of $0.01 and 4 million Shares were issued at a price of $0.10. The issue price of these Shares was less than the price of Shares offered under this Prospectus to reflect the additional risk assumed by seed Shareholders.

11.10 Litigation

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

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11.11 Electronic Prospectus

Pursuant to Class Order 00/044, 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, you may obtain a copy of this Prospectus from the Company’s website at http://www.stricklandresources.com.au.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

11.12 Taxation

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

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

11.13 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.

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12. 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.

_______________________________ John Hannaford Non-Executive Chairman For and on behalf of STRICKLAND RESOURCES LIMITED

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13. GLOSSARY

Where the following terms are used in this Prospectus they have the meanings set out below:

A$ or $ means an Australian dollar.

Admission means admission to the Official List.

Applicant means a person who has applied for Shares under this Prospectus.

Application Form means the application form attached to or accompanying this Prospectus relating to the Public Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange (as the context requires).

Board means the board of Directors as constituted from time to time.

Company or Strickland means Strickland Resources Limited (ACN 149 219 974).

Closing Date means the closing date of the Offer as set out in Section 4.3 of this Prospectus (subject to the Closing Date being extended or the Offer being closed early).

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Entitlement Options means the Options summarised in Section 4.16 of this Prospectus.

Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act.

Founder Option means an Option on issue at the date of this Prospectus and otherwise on terms set out in section 11.3.

Lead Manager means Bligh Capital (WA) Pty Ltd.

Lead Manager Agreement means the Lead Manager Agreement with Bligh Capital (WA) Pty Ltd summarised in Section 9.3.

Listing Rules means the official listing rules of ASX.

Official List means the Official List of ASX.

Official Quotation means official quotation by ASX in accordance with the Listing Rules.

Option means an option to acquire a Share on the terms and conditions described in Section 11.3.

Offer means the Shares pursuant to this Prospectus as set out in Section 4 of this Prospectus.

Prospectus means this prospectus.

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

Shareholder means a holder of Shares.

Tenement means a tenement in which the Company has an interest as set out in the Solicitor’s Report on Tenements in Section 8 of this Prospectus.

Tenement Sale Agreement means the tenement sale agreement summarised in section 9.1.

WST means Western Standard Time observed in Perth, Western Australia.

Vendor Option means an Option offered under section 11.2(a) of this Prospectus and on the terms set out in Section 11.3.

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sTRIckLANd ResOuRces LIMITed

PhONe (08) 9482 0500 FAx (08) 9482 0505

www.sTRIckLANdResOuRces.cOM.Au

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