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DOURADO RESOURCES LIMITED A.C.N. 131 090 947 PR OSP EC T U S Dourado Resources DOURADO Limited RESOURCES LIMITED Prospectus for the issue of 15,000,000 Shares at an issue price of 20 cents each, together with one attaching Option for every one Share, to raise a total of $3,000,000 (With provision to accept oversubscriptions of up to a further 10,000,000 Shares, with one attaching Option for every one Share, to raise up to a further $2,000,000) IMPORTANT INFORMATION The Offer pursuant to this Prospectus is conditional as outlined in Section 1.3 of this Prospectus. This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, you should consult your stockbroker, accountant or other professional adviser. The Securities offered under this Prospectus should be considered speculative. The Offer is not underwritten. Corporate Directory Directors Principal Office Mr Emilio Pietro Del Fante (Executive Chairman) Suite 16 Level 3 Mint House Mr. Daryl Smith (Non Executive Director) 326 Hay Street Perth WA 6000 Mr. Brian Maston (Non Executive Director) Ph: (08) 9221 0666 Ms. Arlene M. Mendoza (Non Executive Director) Fx: (08) 9221 0555 Company Secretary Registered Office Mr. Robert Marusco Level 2 Spectrum 100 Railway Road Subiaco WA 6008 Ph: (08) 9367 8133 Fx: (08) 9367 8812 Independent Geologist Auditors Malcolm Castle RSM Bird Cameron Partners PO Box 473 8 St Georges Terrace South Perth WA 6951 Perth WA 6000 Investigating Accountants Accountant RSM Bird Cameron Corporate Pty Ltd James Brae & Brodrick 8 St Georges Terrace Suite 16 Level 3 Mint House Perth WA 6000 326 Hay Street Perth WA 6000 Ph: (08) 9221 0666 Fx: (08) 9221 0555 Independent Solicitors Solicitors Price Sierakowski Lavan Legal Lvl 24 St Martin's Tower The Quadrant 44 St George's Terrace 1 William Street Perth WA 6000 Perth WA 6000 Ph: (08) 9288 6000 Fx: (08) 9288 6001 Stock Exchange Share Registry It is proposed that the Company’s Shares Computershare Investor Services Pty Ltd and Options will be quoted on the official list Level 2, 45 St George's Terrace of the ASX, the home branch being Perth. PERTH WA 6000 Ph: 1300 557 010 Fx:(08) 9323 2033 Prospectus INVESTMENT HIGHLIGHTS • Over 2,800km2 of selected tenure that is highly prospective for gold, copper and uranium mineralisation. • Tenements covering in excess of 1,200km2 situated in Western Australia’s mid-west and 1,500km2 in the central area of Northern Territory • All areas have been carefully selected by reference to sound geological models developed specifically for gold, copper and uranium mineralisation. • The Company focus will be on the excellent exploration opportunities offered by these Projects for gold. • Potential to discover significant deposits of gold and uranium mineralisation utilising modern exploration programs and development. • Dourado Resources Limited is committed to growth through vigorous exploration and opportunities to acquire additional highly prospective tenements that may compliment its existing portfolio. • Airborne geophysical and remote-sensing techniques will be employed to identify priority targets for the initial ground surveys. In the areas that have already well defined targets, drill programs will be established. Dourado Resources Limited’s diversified exploration portfolio covers key locations in Western Australia and the Northern Territory 1 IMPORTANT NOTICE Electronic Prospectus This Prospectus and the Application Form are Date and Expiry available in paper and electronic formats. The This Prospectus is dated 2 September 2009 and electronic version of the Prospectus can be found was lodged with the Australian Securities and on the Company’s internet website at Investment Commission (ASIC) on that date. www.dourado.com.au Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Foreign Jurisdictions Prospectus or the merits of the investment to This Prospectus does not constitute an offer in any which the Prospectus relates. place in which, or to any persons to whom, it No Securities may be issued on the basis of this would not be lawful to make such an offer. The Prospectus later than the expiry date of the distribution of this Prospectus in jurisdictions Prospectus being the date that is 13 months after outside Australia may be restricted by law and any the date of this Prospectus. person who comes into possession of this Prospectus should seek advice and observe any Application for ASX Listing such restrictions. Any failure to comply with such restrictions may constitute a violation of Application will be made to ASX within seven (7) applicable securities laws. days after the date of this Prospectus for Official Quotation of the Securities to be issued pursuant Privacy Disclosure to this Prospectus. The Company collects information about each How to Apply Applicant provided on an Application Form for the purposes of processing the Application and if the Applications can only be made by completing and Application is successful, to administer the lodging the Application Form accompanying this Applicant’s shareholding in the Company. Refer to Prospectus completed in accordance with the Section 1.21 for details. instructions set out on the Application Form. Details of how to apply and where to send the Defined Terms, Currency and Time completed Application Form are set out in Section 1.10 Certain terms and abbreviations used in this Prospectus have defined meanings that are Exposure Period explained in the Glossary. All amounts are stated in Australian dollars unless otherwise stipulated In accordance with Chapter 6D of the Corporations and all references to time refer to Western Act, this Prospectus is subject to an exposure Australian Standard time unless otherwise period of seven (7) days from the date of indicated. lodgement with ASIC. This period may be extended by ASIC for a further period of seven (7) Matters requiring Consideration by days. The purpose of the exposure period is to Prospective Investors enable this Prospectus to be examined by market participants prior to the raising of funds. If this No person is authorised to give any information or Prospectus is found to be deficient, any to make any representation in connection with the Application Forms received during the exposure Offers that is not contained in this Prospectus. period will be dealt with in accordance with Any information or representation not so section 724 of the Corporations Act. Application contained may not be relied on as having been Forms received prior to the expiration of the authorised in connection with the Offers. exposure period will not be processed until after the exposure period. All Application Forms received during the exposure period will be treated as if they were received simultaneously on the Opening Date. 2 Prospectus Speculative Investment Potential investors should read this Prospectus in its entirety before making an investment decision. Securities offered by this Prospectus should be considered speculative. Potential investors should consider the risk factors that may affect the financial performance of the Company. A summary of these factors is contained in Section 7. Potential investors should consider carefully these factors in the light of the potential investor’s personal circumstances (including financial and taxation issues) and seek professional advice from an accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. Applications The Company reserves the right to refuse any Application, including an Application from a person where the Company has reason to believe that when the person was given the Application Form he was not provided with a complete and unaltered copy of this Prospectus and any relevant supplementary or replacement Prospectus. If you have received an Application Form without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or electronic version of this Prospectus. The Corporations Act prohibits any person passing an Application Form on to another person unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered electronic version of this Prospectus. Photographs and Diagrams Any assets depicted in photographs in this Prospectus are not assets of the Company unless otherwise stated. 3 KEY OFFER DETAILS Indicative Timetable Date of Prospectus 2 September 2009 Opening Date 9 September 2009 Closing Date 30 September 2009 Shares Expected to be Allotted 7 October 2009 Holding Statements Expected to be Dispatched 10 October 2009 Trading of Shares on ASX Expected to Commence 14 October 2009 The above dates are indicative only. The Directors reserve the right to extend the Offer or close the Offer early without prior notice, which may have a consequential effect on other dates. Applicants are encouraged to apply for Shares and Options as soon as possible after the Offer opens. Summary of Offer Offer Price 20 cents per Share Number of Securities to be allotted Minimum Full With Over under the Offer Subscription Subscription Subscriptions Shares 10,000,000 15,000,000 25,000,000 Options 10,000,000 15,000,000 25,000,000 Capital Raised under Offer $2,000,000 $3,000,000 $5,000,000 Total Securities on completion of Offer Shares 49,625,000 54,625,000 64,625,000 Options 29,812,500 34,812,500 44,812,500 Market capitalisation at Offer Price $9,925 000 $10,925,000 $12,925,000 4 Prospectus CHAIRMAN’S LETTER Dear Investor, It gives me great pleasure to invite you to participate in a dynamic new gold, copper and uranium Company, Dourado Resources Ltd (Dourado or the Company). Dourado as a gold explorer is focusing on a high quality package of exploration assets located in the Mid- West Region of Western Australia.