DOURADO RESOURCES LIMITED

A.C.N. 131 090 947

P r OSP e c 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. The Company will take advantage of the strong demand for gold, which is reflected in a price that has risen steadily over the last five years and is predicted to remain high. The Company has acquired six highly prospective and underexplored, gold and copper projects in Western Australia comprising 19 tenements, all situated within historically proven gold and copper mining areas. These tenements were chosen after exhaustive examination of available public records. The standard set for selection was the comparison of geophysical and geological similarities against previous producing mines. Included within the Western Australian tenements are two particularly prospective areas; Mooloogool is situated approximately 160kms north of Meekatharra and is adjacent to the land currently being explored by Sandfire Resources Ltd and Enterprise Metals Ltd. This region is prospective for copper and gold shown by the results being released by the companies currently conducting exploration programs in the region. It is an area of high priority for the company and will form a strong part of its asset base. Sabbath and Garden Gully are situated approximately 20kms north of Meekatharra. This area has had targets identified and limited drilling carried out. Upgrading of the existing resource is planned as a further priority for the company. It is envisaged that this can be achieved with a limited and well targeted drilling program. Dourado also controls a highly prospective uranium project, comprising a substantial landholding in the Arunta Uranium Province and located just north of the highly prospective Ngalia Basin region. Ngalia currently hosts three significant, developing uranium deposits and a world class 18 million tonne Rare Earth (REO) mine. While the uranium price is steady, analysts are predicting a considerable shortfall in world production as large numbers of new nuclear electricity plants are built and commissioned over the next five years. An important feature of this project is the fact that uranium mining is permitted and encouraged in the Northern Territory. The Board and its consultants have demonstrable technical, commercial and corporate experience in exploration, project acquisition and development. I believe the Directors have the expertise to drive aggressive, innovative exploration programs, coupled with their ability to implement cost efficiency through modest administration overheads and maintenance of sufficient cash reserves. However, all investors should be aware of the very speculative nature of mineral exploration and mining. Please study this document carefully and seek professional advice, if necessary, to make an informed decision. The company has a good and solid base of highly prospective tenements that with well planned and executed exploration programs are likely to produce significant results for shareholders in the future. On behalf of the directors, I present this offer to you and welcome you as a shareholder of Dourado Resources Limited. Yours faithfully,

Mr Emilio Pietro Del Fante Chairman Dourado Resources Limited

5 Contents Page

Corporate Directory Inside cover

Investment Highlights 1

Important Notice 2

Key Offer Details 4

Chairman’s Letter 5

1 Details of the Offer 7

2 Company Overview and Projects 14

3 Directors and Management 24

4 Independent Geologist’s Report 26

5 Investigating Accountant’s Report 55

6 Solicitor’s Report on Mining Tenements 66

7 Risk Factors 83

8 Corporate Governance 87

9 Additional Information 91

10 Glossary 99

11 Directors’ Authorisation 101

Application Form 103

6 Prospectus

1. DETAILS OF THE OFFER

1.1 Important Notice This section provides a summary of information contained elsewhere in this Prospectus. This Section does not contain full details of the Company or the Offer. Applicants should read this Prospectus in its entirety before making a decision to apply for Securities offered under this Prospectus.

1.2 Offer This Prospectus invites investors to apply for a total of 15,000,000 Shares, together with one free attaching Option for every one Share, at an issue price of 20 cents each to raise $3,000,000 before expenses of the Offer. The Shares the subject of the Offer will rank pari passu with the existing Shares on issue. The Options will be issued on the terms and conditions outlined in Section 9.9. The Company may accept oversubscriptions of up to a further $2,000,000 through the issue of a further 10,000,000 Shares, together with one free attaching Option for every one Share, at an issue price of 20 cents each. The maximum amount that may be raised under this Prospectus is therefore $5,000,000. This Prospectus discloses the offers of Shares and Options. The terms and conditions and rights and liabilities attaching to those Securities are set out in Sections 9.8 and 9.9.

1.3 Minimum Subscription Amount The minimum subscription pursuant to the Offer is 10,000,000 Shares at an issue price of 20 cents each to raise $2,000,000 Should only the minimum amount be raised, the ability of the Company to meet all of the expenditure conditions of the Tenements and other expenditure requirements in general will not be affected. In accordance with Section 723 of the Corporations Act, the Company will allot no Securities until the minimum subscription has been subscribed. Should the minimum subscription not be reached within 3 months after the date of issue of the Prospectus, the Company will either repay the Application monies to the Applicants or issue a supplementary or replacement prospectus and allow Applicants one month to withdraw their Application and be repaid their Application monies. Interest will not be paid on Application monies refunded.

1.4 Opening and Closing Dates The Opening Date for acceptances of the Offer will be upon expiry of the exposure period required by the Corporations Act. Under the proposed timetable this is 9 September 2009. The Closing Date for the Offer is 30 September 2009. These dates are indicative only and the Directors reserve the right, at their discretion, to close the Offer at any other time after the Opening Date.

1.5 Purpose of the Offer and Use of Funds The purpose of the Offer is to raise sufficient funds to progress the Company’s projects as outlined in Section 2 and in the Independent Geologist’s Report in Section 4 and to provide ongoing working capital. The Directors are of the view that on successful completion of the Offer, the Company will have sufficient working capital to carry out its objectives as detailed in this Prospectus.

7 Use of Funds Minimum Full Over Subscription Subscription Subscription $$$

Amount raised by Prospectus 2,000,000 3,000,000 5,000,000 Expenses of the Issue (including fees and commissions) 198,000 250,000 354,000 Exploration expenses - refer Section 4 1,007,000 1,934,000 3,434,000 Administration, corporate overheads and working capital 795,000 816,000 1,212,000 Total Funds Applied 2,000,000 3,000,000 5,000,000

The information set out in the above table is a statement of present intention as at the date of this Prospectus. The exact quantum of funds expended by the Company on any particular item will be dependent on many factors that cannot be ascertained with complete accuracy at the date of this Prospectus.

1.6 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 Despatched 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. Please note that the Offer is subject to conditions. Please refer to Section 1.3 for details of the conditionality of the Offer. If the conditions are not satisfied, the Offer will not proceed and all application monies in respect of the Offer will be returned to Applicants.

1.7 Pro Forma Capital Structure of the Company

Shares Proposed Proposed Proposed Minimum Full With Over Subscription Subscription Subscription

Shares on issue at date of Prospectus 39,625,000 39,625,000 39,625,000

Shares to be issued pursuant to the Offer 10,000,000 15,000,000 25,000,000 Total Shares on issue 49,625,000 54,625,000 64,625,000

Options Proposed Proposed Proposed Minimum Full With Over Subscription Subscription Subscription

Options on issue at date of Prospectus 19,812,500 19,812,500 19,812,500 Options to be issued pursuant to the Offer 10,000,000 15,000,000 25,000,000 Total Options on issue 29,812,500 34,812,500 44,812,500

8 Prospectus

1.8 Investment Risk Factors Prospective investors in the Company should be aware that subscribing for Securities under this Prospectus involves a number of risks. These risks are set out in Section 7 and investors are urged to consider these risks carefully (and if necessary, consult their professional adviser) before deciding whether to invest in the Company. An investment in Securities described in this Prospectus should be considered speculative.

1.9 Allocation Procedure and Policy

1.9.1 General Allocation policy All investors should note that the Directors of Dourado Resources Ltd retain an overriding right to accept any Application in full, accept any lesser number of Shares or decline any Application. Applicants must not assume that the Securities they apply for, or any number of Securities, will be issued to them in response to their Application. Before dealing in any Securities, Applicants must satisfy themselves as to their actual holding of Securities. If any Application is rejected, in whole or in part, the relevant Application Monies will be refunded without interest. Where the number of Securities issued is less than the number applied for by the Applicant, the surplus Application Monies will be returned by cheque within 14 days after the Closing Date. Where no Securities are issued, the Application Monies will be returned in full by cheque within 30 days of the Closing Date. Irrespective of whether allotment of Securities takes place, any interest earned on the Application Monies will not be paid to Applicants.

1.9.2 Procedure Dourado Resources Limited will not process any Application until the expiration of the Exposure Period. Securities applied for under this Prospectus will be allocated as soon as practicable after the Closing Date. Banked Application Monies will be held in a trust account until Securities are issued. Interest on Application Monies will be for the benefit of the Company and will be retained, irrespective of whether Securities are issued. No allotment of Securities will be made until the Minimum Subscription for the Offer has been received and permission has been granted by the ASX for the quotation of the Shares on terms acceptable to the Directors.

9 1.10 How To Apply For Shares Applications can only be made by completing and lodging the Application Form accompanying this Prospectus. Completed Application Forms must be received before 5.00 pm on 30 September 2009 (Closing Date of the Offer). The Application Form contains detailed instructions on how they are to be completed. Applications must be for a minimum of 10,000 Shares for a total of $2,000 and thereafter in multiples of 1,000 Shares. An Application Form must be accompanied by a cheque in Australian dollars, crossed ‘Not Negotiable’ and made payable to ‘Dourado Resources Limited - Share Issue Account’. Payment for the Shares must be made in full at the Offer price of $0.20 for each Share. Applications that do not meet these requirements may be refused at the discretion of the Directors. If an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted by the Company. The Company’s decision as to whether to accept the Application or how to construe, amend or complete it, shall be final, but no Applicant will be treated as having offered to subscribe for more Securities than is indicated by the amount of the cheque for the application monies. Completed Application Forms and accompanying cheques should be delivered to the following address as soon as practicable after the Offer opens. Dourado Resources Limited Suite 16 Level 3 Mint House 326 Hay Street Perth WA 6000 The Directors may close the Offer at any time after expiry of the Exposure Period in accordance with the Corporations Act. Early lodgement of your Application is recommended as the Offer may be closed early.

1.11 Allotment under the Offer Subject to satisfaction of the conditions outlined in Section 1.3 and the ASX granting Official Quotation of the Shares and Options, the allotment and issue of Securities under the Offer will take place as soon as practicable after the Closing Date. Prior to allotment, all application monies for the Offer shall be held in trust in a separate bank account on behalf of the Applicants until the Shares and Options are issued. The Company, irrespective of whether the allotment of Shares and Options takes place, will retain any interest earned on the application monies. The Directors reserve the right, in their absolute discretion, to allot the Securities applied for under any Application in full or to allot any lesser number or to decline any Application. Directors may in their absolute discretion give preference to certain investors in accepting Applications under the Offer. Where the number of Securities 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.

10 Prospectus

1.12 Granting of Official Quotation on ASX The Company will apply to ASX within seven (7) days after the date of this Prospectus for Official Quotation of the Securities offered under this Prospectus. If ASX does not grant permission for Official Quotation of the Securities within three (3) months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Securities offered by this Prospectus will be allotted or issued and the Company will repay all application monies received (without interest). In respect to Shares issued pursuant to the exercise or conversion of any Securities, the Company will apply to ASX to have the Shares admitted to Official Quotation within three (3) days after the date of allotment (subject to any applicable escrow restrictions). The fact that ASX may grant Official Quotation to the Securities is not to be taken in any way as an indication of the merits of the Company or the Securities now offered for subscription. Following the allocation of Securities, successful Applicants will receive a statement of shareholding that sets out the number of Shares and Options they have been allocated in the Offer. It is expected that statements of shareholding together with any refunds of application money in the event of oversubscriptions will be dispatched by standard post as soon as practicable after the Closing Date. It is the responsibility of Applicants to determine their allocation before trading in the Securities. Applicants trading Securities before receiving a statement of shareholding will do so at their own risk. Before receipt of a statement of shareholding, details of the Shareholder Reference Number (“SRN”) can be obtained by the successful Applicant’s broker from the Share Registry. A processing fee is payable to obtain this information. The Company disclaims all liability, whether in negligence or otherwise, to any persons who trade Securities before receiving their statement of holding, whether on the basis of a confirmation of allocation provided by the Company or otherwise. The Company participates in CHESS and, in accordance with the Listing Rules and the ASTC Settlement Rules, maintains an electronic issuer-sponsored sub-register and an electronic CHESS sub-register.

1.13 CHESS The Company will apply to the ASX 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. The Company will operate an electronic issuer sponsored sub-register and an electronic CHESS sub-register. Shareholders will receive a notice advising them of their holder identification number and sponsoring issuer number, participant identifier in the case of a holding on the CHESS Subregister, or security holder’s reference number in the case of a holding on the issuer sponsored Subregister, allowing the Securities to be traded electronically. Following distribution of the original holding statements and CHESS notifications to all shareholders, a holding statement will be provided to a Shareholder at the end of a subsequent month during which there has been a movement in their shareholding.

11 1.14 Restricted Securities Pursuant to ASX Listing Rules, securities issued to founders, promoters and vendors of classified assets may have escrow restrictions placed on them. Such securities may be required to be held in escrow for up to 24 months and may not be transferred, assigned or otherwise disposed of during that period.

1.15 Jurisdiction of Offer This Prospectus does not, and is not intended to, constitute an offer or invitation to subscribe 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 law. No action has been taken to register or qualify these Securities or otherwise permit a public offering of the securities 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 Securities pursuant to this Prospectus. The return of a completed Application Form by Applicants outside Australia will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained and that the Company may lawfully issue the Securities applied for to the Applicant.

1.16 Financial Information The Investigating Accountant’s Report (refer Section 5 of this Prospectus) contains details of the financial information of the Company.

1.17 Corporate Governance Details of the Company’s corporate governance policies are set out in Section 8

1.18 Dividend Policy The Directors intend to give priority to maximising the development and growth of the Company and its projects. Accordingly, the Directors do not anticipate paying a dividend in the immediate future.

1.19 Directors’ Interests Details of the Directors’ interests are set out in Section 9.2.

1.20 Financial Forecasts and Forward-Looking Statements The Directors have considered the matters set out in ASIC Policy Statement 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the proposed operations of the Company for the foreseeable future 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. Notwithstanding the above, this Prospectus includes, or may include, forward-looking statements including, without limitation, forward-looking statements regarding the Company’s financial position, business strategy, and plans and objectives for its projects and future operations (including development plans and objectives), which have been based on the Company’s current expectations.

12 Prospectus

These forward-looking statements are, however, subject to known and unknown risks, uncertainties and assumptions that could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Matters not yet known to the Company or not currently considered material to the Company may impact on these forward-looking statements. The statements reflect views held only as at the date of this document. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this document might not occur. Investors are therefore cautioned not to place undue reliance on these statements.

1.21 Privacy If you complete and submit an Application Form, you will be providing personal information to the Company (either directly or through the Share Registry). The Company collects holds and will use that information to assess your Application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration. The information may also be used from time to time and disclosed to persons inspecting the register, 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. Please contact the Share Registry if you wish to do so at the relevant contact numbers 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 relevant Application Forms, the Company may not be able to accept or process your Application.

1.22 Underwriting and Handling fee The Offer is not underwritten. The Company will pay a handling fee of 5% in respect of Applications lodged by any member organisation of ASX, or the holder of an Australian financial services licence, and accepted by the Company, provided the relevant stamp for the organisation is on the Application Form.

1.23 Enquiries If applicants have any queries about the Offer set out in this Prospectus or how to apply for Shares, they should contact their stockbroker, accountant or financial adviser.

13 2. COMPANY OVERVIEW AND PROJECTS

2.1 Introduction Dourado Resources Limited is an exploration company, based in Perth that has been established to predominantly explore for deposits of gold, copper and uranium mineralisation. The Company’s mission is to increase Shareholder wealth through capital growth and ultimately dividends by exploring and discovering viable mineral deposits and developing profitable mining, joint venture and royalty incomes. The Board will also evaluate other projects that compliment the companies current asset base.

2.2 Company Overview Dourado Resources Limited was incorporated in Western Australia on 14 May 2008 and was registered as an unlisted public company, on 1 August, in 2008. Since incorporation, the Company has applied to lease, leased or optioned specific mining tenements located in Western Australia and the Northern Territory.

2.3 Objectives The Company’s immediate exploration objectives are: a) To complete the evaluation of the substantial geological data. b) To establish structured exploration programs targeting known anomalous areas. c) Pursue opportunities to exploit smaller deposits in order to create a potential cash-flow to augment exploration budgets. d) To concurrently compile a Geophysical Information System (GIS) by creating a database. e) To complete detailed mapping of the subject area in order of priority.

The key medium to long term strategies of the Company are: • To generate cashflow through the discovery of economic mineralisation. • To bring to bankable feasibility some of its prospective property. • To establish suitable relationships enabling the company to enter into joint ventures, royalty agreements and where suitable begin mining operations. • To establish and commission suitable plant for production. • To create a consistent sustainable income. • To evaluate other prospective mining projects that have the potential to contribute to Company growth. • To seek future projects either by direct acquisition or in joint ventures.

2.4 Sustainable Development In the mining and metals sector, sustainable development means that investments in mining projects should be financially profitable, technically appropriate, environmentally sound and socially responsible. Dourado Resources Limited and its board of Directors are committed to the principle of sustainable development.

14 Prospectus

2.5 GOLD OVERVIEW

2.5.1 Gold Projects Strategically, gold and crude oil are the two most important commodities on earth, but many investors have forgotten the role of gold as the ultimate store of value and method of payment.

2.5.2 Gold Production Information The World Gold Council (WGC) recently reported investment demand for gold remained very strong in the second quarter of 2009, rising 46% on year earlier levels. The figures independently compiled for WGC by GFMS Limited show total investment for gold, excluding exchange traded funds (ETFs) and bars and coins, remained very high. There was a rise in demand to 222 tonnes, this is a 46% increase on last years levels. Retail investment, including the demand for physical gold in the form of bars and coins enjoyed a healthy quarter. Net retail investment was up 23% relative to the previous quarter. ETFs recorded an exceptional first quarter that saw net inflows total 465 tonnes. The Board of Dourado Resources Ltd has recognised an opportunity exists for involvement in gold exploration and if successful, the Company will take advantage of the stronger gold price which is predicted to remain firm.

2.5.3 Commodity Price The gold price has risen substantially over the last 5 years and has traded in the range of USD390 to a high of approximately USD1000 in 2009.

Mooloogool Locality

15 Western Australian Gold and Copper Projects

2.5.4 The six gold projects comprise 19 tenements and are located within the Murchison Mineral Field in the Mid-West Region of Western Australia. The Murchison Mineral Field is reputed to contain a gold endowment of approximately 20 million ounces.(See the IGR in Section 4 of this Prospectus).

Garden Gully – Sabbath Project. This Project covers seven tenements. Historic public data after 2002 recorded an Inferred Resource of 145,000 tonnes at a grade of 2.52 g/t Au containing 11,750 ounces estimated in accordance with the JORC code. Further exploitation was not continued due to the low price of gold at the time rendering further expenditure uneconomical. Drilling below the nominal 60m vertical depths has been advised to test possible mineralisation extensions. Exploration will concentrate along strike, under the alluvial cover and within the zone containing the old workings. Recent comprehensive exploration programs being carried out in the area have led to a significant increase in intercepts of gold mineralisation. The nearby Paddy’s Flat underground and open pit mine (combined Indicated and Inferred Mineral Resources of 25.6 million tonnes at 1.48 g/t Au) includes eight separate deposits. (See the IGR in Section 4 of this Prospectus.) It is expected that follow-up target drilling as proposed at Sabbath will result in additional resources being identified on this granted Mining Lease.

Garden Gully Locality

16 Prospectus

Mooloogool / Diamond Well Project This Project consists of seven tenements which lie within a strong geophysical target zone with coincident gold and arsenic anomalies, described as the Fairway Magnetic Package (FMP) of the Murchison Mineral Field. The Diamond Well Project area is situated along the southern contact zone of the Yerrida Basin and the Glengarry Basin where it is thought that similar structures to those of the faulted Proterozoic contact on the northern edge of the Yerrida Basin at Sandfire Resources NL Doolgunna Project are found. Current exploration activities at the nearby Doolgunna Project have produced excellent drilling results as reported by Sandfire Resources NL where large RC drill intercepts assayed metal values ranging from 2.9 to 5.3% Cu, 13.4 to 20.1 g/t Ag and 1.0 to 2.1% Zn as well as consistent high grade gold values. (Refer to Section 4 of this Prospectus for details) Dourado is presented with an opportunity to be able to explore tenements within this exciting newly-discovered gold-copper belt.

Mainland Project. This Project covers three tenements. Currently six separate gold exploration companies are testing and drilling in this area. The important Comet – Webb’s Patch mine in the vicinity of Cue is dominant and has substantial indicated and inferred gold resources. The tenement areas cover Banded Iron Formation and greenstones with complex folding, shearing and quartz veining. The area is known for alluvial gold and nugget prospecting as well as the location of several historic shafts and mines in quartz-vein hosted gold and is considered to be highly prospective.

Mooloogool Locality

17 Lennonville Project. This Project covers two tenements and is located among successful gold projects that are either continuing extension operations or exploration programs throughout the Mt Magnet area. The region is dominated by the Hill 50 underground gold mine, which averages an annual production of 147,000 ounces of gold. Harmony Gold Mining Co Ltd has stated reserves in excess of five million ounces of gold. Exploration for fault and shear-hosted gold, similar in occurrence to that of Mt Magnet, is expected to yield promising results on these tenements.

Prospectivity of the Western Australian Gold and Copper Projects The Company believes it has secured six highly prospective gold and copper projects from an exhaustive selection process that are concentrated in a historic gold producing region. The Company plans to subject them to comprehensive exploration programs, which will combine proven techniques with more advanced modern methods. For a full appreciation of the metal production of the Murchison Mineral Field please refer to the IGR contained in Section 4 of this Prospectus.

2.5.5 Northern Territory Gold Project

North Arunta Little historic exploration for gold or base metals has been completed on the North Arunta tenements. However their prospectivity is considered excellent due to locations further east, north and northwest where gold mineralisation is extensive with many successful gold mines currently in production. The area selected by the Company is one of the most under-explored regions in the Northern Territory and the definition of targets for gold and uranium will be part of the initial exploration program. For further details please refer to the Independent Geologist’s Report included in Section 4 of this Prospectus.

Garden Gully – Old Workings

18 Prospectus

2.5.6 Gold and Copper Exploration Budget The first year exploration budget totals $731,000 and is the best estimate available for this Prospectus. Some budget needs of the Company are well established, such as the expenses of the Offer. However, it must be recognised that all exploration budgets are subject to change as the proposed programs provide either encouragement or disappointment and new opportunities are identified elsewhere. Expenditure requirements, if deemed necessary, can be reduced significantly by farming out exploration expenditure in return for equity in a particular project The exploration programs and budgets provided by the Company are not affected by the timing of the granting of the Company’s existing tenement applications.

2.5.7 Summary of Western Australian and Northern Territory holdings The Murchison district has been, and continues to be a major gold producing province in Archaean age rocks, with gold production in the order of 20 million ounces. The major current and past gold producing mines in the area include Mt Magnet, Cue, Big Bell, Reedy, Paddys Flat, Yaloginda, Gabanintha and Mt Gibson. It is felt that the Dourado tenement holdings will provide sufficient and substantial ground for maximising the chances of locating additional gold resources, particularly at the Sabbath Gold project. Also there is a very strong possibility that gold, copper and base metals could be located on the Mooloogool / Diamond Well Project tenements in the light of recent discoveries by Sandfire Resources NL. The North Arunta District of the Northern Territory, although relatively under-explored is host to several mineral occurrences, particularly gold and base metals. The tenement holdings are considered to be highly prospective and exploration programs will be designed to investigate structural and geophysical targets for gold and base metals as well as for uranium.

2.5.8 Company Key Investment Decisions Dourado Resources Limited has a diversified gold exploration portfolio in the Mid-West of Western Australia These projects have been carefully selected with reference to sound geological models for gold mineralisation, and provide the Company with a spread of targets and risk profiles. The Company’s goal is to become an integral part of the renewed expansion occurring within the gold mining industry of Australia.

2.5.9 Sustainable Development The future of the Australian mining industry is inseparable from the current global pursuit of sustainable development through resource management. Using the integration of economic progress and effective environmental management, the industry is committed to contributing to the sustained growth and prosperity of existing and future generations. Companies that embrace sustainable development effectively create value by reducing their risk profile, improving productivity while sustaining access to the land, ore resources, capital markets and skilled people. In the mining and metals sector, sustainable development means that investments in mining projects should be financially profitable, technically appropriate, environmentally sound and socially responsible. Dourado is committed to the principle of sustainable development and playing our part in the wider global strategy.

19 2.6 Northern Territory Uranium Projects Dourado will work to assist in creating a sustainable, safe, secure, socially and environmentally responsible uranium industry. Our goal is to make a growing contribution to Australia and the world’s energy supply well into the 21st century and assist in the reduction of global greenhouse gas emissions.

2.6.1 Summary The policy developed by Dourado to acquire specific tenements, which are prospective for uranium, is based on the belief, through informed knowledge, that the current strong demand for uranium worldwide will continue to grow. The total landholding initially available to the Company for uranium exploration covers an area in excess of 1,500 km2. Nuclear power stations, which produce negligible greenhouse gas emissions, are now accepted as a convenient alternative energy source, capable of producing base-load power. Public opinion concerning the use of nuclear power is shifting with the realisation that future power generation must be sourced from cleaner emission technology as the world faces the problem of global warming. The greenhouse gas pollution, caused by the burning of fossil fuels, must be reduced on a global level. In a significant response, the developing nations of China and India are planning to satisfy a large percentage of their future electrical energy needs with nuclear generated power. Australia is reputed to contain over 40% of the known reserves of uranium therefore it has a responsibility to develop this resource for the benefit of others. The uranium industry in Australia is responding to the challenge of increasing demand with a groundswell of exploration. In the five years to mid 2008 Australia exported over 50,000 tonnes of uranium oxide concentrate with a value of almost A$3 billion. Dourado is a committed uranium explorer and aspires to be part of this industry of the future.

2.6.2 Northern Territory Uranium Project

North Arunta Dourado holds an unencumbered interest in Exploration Licence Applications (ELA) for tenements in the North Arunta Region, located in the Northern Territory, northwest of Alice Springs. The two tenements cover an area of 1,580.5 km2. While this Province has been lightly explored it is considered geologically prospective for uranium mineralisation. Currently, there is considerable uranium activity, including three developing mines, located further south in the Ngalia Basin and the Arunta uranium region.

2.6.3 Investor Notice Investors must be aware that an ELA is an Application and is in the process of being granted. For further details please refer to the Solicitor’s Report included in Section 6 of this Prospectus.

2.6.4 Uranium Exploration Budget The first year exploration budget totals $124,000 and is the best estimate available for this Prospectus.

20 Prospectus

Some budget needs of the Company are well established, such as the expenses of the Offer. However, it must be recognised that all exploration budgets are subject to change as the proposed programs provide either encouragement or disappointment and new opportunities are identified elsewhere. Expenditure requirements, if deemed necessary, can be reduced significantly by farming out exploration expenditure in return for equity in a particular project The exploration programs and budgets provided by the Company are not affected by the timing of the granting of the Company’s existing tenement applications.

2.7 Government Policy

2.7.1 Australian Federal Government Uranium mining in Australia is subject to stringent regulation by both state and federal governments. This is in all areas from exploration, development, production, taxes, royalties, occupational health, waste disposal and native title, amongst others. The Federal Government currently permits the mining and export of uranium under strict conditions and international agreements. Export is tightly controlled through the licensing process and Australian uranium can only be exported to countries that undertake to use it for peaceful purposes. Under the Atomic Energy Act 1953 (Cth) any persons or company that discovers uranium must report the discovery to the Commonwealth Minister within one month of discovery. The company is not restricted from exploration and evaluation of its uranium deposits in WA, however the development in relation to uranium production are contingent upon the support of the Western Australian State Government.

2.7.2 The Northern Territory Government (Federal Policy) The Australian Federal Government has specifically reserved its powers over uranium mining in the Northern Territory by means of the Atomic Energy Act 1953 and the Northern Territory (Self Government) Regulations 1978. The responsibilities in relation to the regulation of environmental impacts of uranium mining in the NT have been shared between the Commonwealth and NT Governments by virtue of a series of intergovernmental agreements, the latest of which was signed in 2005. The NT Mining Act deals with title approvals such as exploration and mining. Under s 143 of the Mining Act before granting a mining title that relates to uranium, the Minister must consult with the Australian Government Minister and must act in accordance with any advice he/she provides. In effect, the Australian Government Minister has the ability to veto any planned action by the NT Minister with which he/she disagreed.

2.7.3 Political Risks – Possible Adverse Effect on the Company’s Financial Position The Federal Government has announced a preparedness to discuss the export of uranium to China and India and the establishment of a committee of enquiry into the establishment of a nuclear power industry in Australia, but there is no guarantee of a change of policy. Should Australian Governments at both the Federal and State levels relax their current restrictive policies on the mining and export of uranium then that will create a most welcome environment for junior explorers.

21 2.8 Uranium Stewardship The major potential challenges to sustainable development within the industry arise from the processing, use and disposal of products derived from uranium, which is extensively transformed following its export from Australia. Ongoing community concerns and associated political restrictions remain key impediments to the sustainable growth of the industry in Australia, to its ability to respond to expected growth in world energy demand and to maximise its contribution to sustainable development. There is a need to reassure the community that the flow of uranium throughout its value chain and the potential risks (both real and perceived) to human health and the environment are both understood and adequately controlled through effective regulation. Uranium stewardship provides a useful means of addressing impediments to the sustainable development of the industry. Better demonstration of how uranium is managed by operators of each step of the uranium fuel cycle will assist in shaping public perceptions and building community confidence. As a significant supplier of uranium to the world market, the Australian industry has an interest in the stewardship of uranium throughout its value chain. Dourado supports the continuing involvement of the industry in the concept of uranium stewardship.

2.9 International Control of Australian Uranium It is important for investors to be aware of: • the substantial contribution Australia already makes to the world nuclear industry, • understanding the widespread use of nuclear power throughout the world as an alternative to fossil fuel in the production of domestic electrical energy, • every pound of Australian uranium is used for peaceful purposes and only exported to countries who are party to the Non Proliferation Treaty, • all purchasers must identify and precisely account for their nuclear material as it moves through the nuclear fuel cycle; and • the Australian Government’s agency ASNO (Australian Safeguards and Non-Proliferation Office) has the responsibility of tracking the material.

2.10 World Production The World Nuclear Association figures confirm Australia’s place in the top three producers of uranium oxide worldwide. In 2008 Canada produced 9,000 tonnes and Australia 8,430 tonnes. The forecast production in Australia for 2009 is 49,375 tonnes, as eight new mines are scheduled to commence production.

2.11 World Mine Production Shortfall Demand for uranium is growing as overseas countries increasingly look to nuclear power as a secure, reliable source of base-load electricity that does not pollute the air and which can help relieve harmful climate change. In 2008 The World Nuclear Association made these interesting observations on World Nuclear Power Reactors and Uranium Requirements. • The quantity of uranium required to fuel nuclear power reactors in 2008 was 65,405 tonnes U3O8. • World mine production in 2008 was 43,853 tonnes U3O8, which was only 67% of the worlds requirement.

22 Prospectus

• The remainder was supplied by secondary sources; mainly from highly enriched uranium (HEU). The HEU is recovered from the dismantling of atomic warheads and is a finite supply. This clearly shows increased uranium mine production is essential, not only to supply the present U3O8 shortfall but also to supply the projected increase in demand.

2.12 Exploration In the controlled environment that has existed for nearly 20 years in Australia, it is understandable there has been little interest in uranium exploration. This situation has now created serious new investment prospects for specialist junior explorers. With the rising demand for uranium and the promise of the most prospective uranium mineralisation areas in the world, Australia is in a unique position to exploit this natural resource by increasing investment exploration opportunities.

2.13 Nuclear Energy Worldwide The growing realisation of the need to combat global climate change has initiated significant shifts in energy production and use in the developed world therefore stimulating a resurgence of reactor building and planning worldwide. Today there are some 439 nuclear power reactors operating in 31 countries. In 2008 these provided about 15% of the world's electricity. Over 40 power reactors are currently being constructed in 11 countries with 70 more in planning and a large number of existing plants being upgraded to increase their production capacity This method of generation accounts for approximately 20% of power supply in the USA, 39% in Switzerland, 76% in France, 25% in Japan, 28% in Germany, 37% in Hungary, 54% in Belgium, 42% in Sweden, 73% in Lithuania.

2.14 Commodity Price The spot price for uranium oxide has risen sharply over the last seven years from a low of approximately US10 per pound in 2000 to a high of approximately US130 per pound in mid 2007. In June 2009 the spot price was approximately US50 per pound.

2.15 Company Key Investment Decisions Dourado has a diversified gold, copper and uranium exploration portfolio covering project areas in Western Australia and the Northern Territory. These projects have been carefully selected with reference to sound geological models for gold, copper and uranium mineralisation, and provide the Company with a spread of targets and risk profiles. The Company’s goal is to become an integral part of the expansion occurring within the gold, copper and uranium mining industries of Australia.

23 3. DIRECTORS AND MANAGEMENT

DIRECTORS

Mr. Emilio Pietro (Peter) Del Fante Executive Chairman Mr Emilio Pietro Del Fante has 20 years experience in the mineral and resources sector where he is principal of Corporate Tenement Services, a company specialising in mining title management and native title issues. Peter is a current non-executive director of Prime Minerals Ltd and has been a director of two other public listed mining exploration companies one of which was Revere Mining Ltd now Enterprise Metals Ltd where he was instrumental in guiding to an ASX listing. Over the years as a consultant in the resource industry Peter has also gained exposure and experience in many facets of the mining industry inclusive of indigenous negotiations, establishment of relationships with the corporate and banking sector and liaison with governing bodies such as the Department of Mines and Petroleum and the ASX. He has also been required to address environmental issues. Peter’s wide experience in the mining industry will be a valuable asset to the company.

Mr Daryl Smith Non-Executive Director Mr Daryl Smith has experience in the mineral exploration sector and telecommunications and electronics sector. During his career in the mineral exploration industry he has served on a number of private and public gold and uranium exploration companies and has extensive knowledge of and experience in the structuring and financing of mining and exploration projects. Before joining the industry he served at senior management level in the telecommunications and electronics sector where he developed his strong corporate and business development skills. He brings to the Board a wealth of experience in strategic tenement acquisition, marketing, mergers and acquisitions.

Mr Brian Maston Non-Executive Director Mr Brian Maston has more than 40 years experience in the resources, mineral exploration, earthworks, and construction industries Australia wide. During his expansive career in these industries he has carried out roles in plant management, quarrying, drilling and logistics management and he was actively involved in the development of the Great Boulder mine site as well as other quarries. Mr Maston has not held any other directorships in listed companies in the last 3 years.

24 Prospectus

Ms. Arlene M. Mendoza LLB Non-Executive Director Ma. Arlene M. Mendoza is a graduate of the University of the Philippines and is a member of the Philippine Bar. She has a broad experience working over an 18 year career in the international exploration and mining industry. During her career she has held senior management positions in a number of public and private companies including a Philippines Stock Exchange listed mining and exploration company and has garnered an invaluable network of mining industry contacts in the Asia Pacific region. Her experience and expertise include corporate governance and due diligence, securities, corporate, commercial and intellectual property laws, indigenous peoples’ rights, mining and environmental law as well as strong business and management skills. Her concern for the environment is evident through her membership of a group of volunteer lawyers for the protection of the environment and she is experienced in assessment of environmental impact, sustainable development and environmental law. Ms Mendoza was instrumental in the setup and management of a gold mining and production company in the Philippines, Camarines Norte Mining and Exploration, Inc. and currently holds a position on that Board.

Mr. Robert Marusco B Bus CPA SIN FIA Company Secretary Robert Marusco B Bus CPA SIN FIA is Chairman and Director of Nissen Kestel Harford, Accountants Taxation & Business Advisors and Knight Financial Advisors, a financial services group. He consults to a variety of clients focusing on business development planning, finance and financial planning, taxation planning and corporate matters. He has had considerable experience in association with client services in property development, hospitality and food and beverage development, financial services, viticulture and agribusiness along with retail, manufacturing and wholesale businesses. He also currently sits on the board of a number of public and private companies as director and company secretary along with compliance committee positions with a number of agribusiness operations. Robert has also dealt with a number of public companies both in the mining sector and general business sector in his capacity as trustee for capital raisings via convertible note issues, rights issues and other similar forms of fund raising. This also encompass’s corporate governance measures, due diligence, dealing with the ASIC and other statutory bodies. Robert also manages the bulk of valuation work for Nissen Kestel Harford and has completed a variety of valuations over the last 15 years. These include professional practise businesses like accounting practises, financial planning businesses, town planning and engineering. Valuations have also been completed for retail and wholesale type businesses along with general service and contract based businesses.

25 4. INDEPENDENT GEOLOGIST’S REPORT Malcolm Castle Consulting Geologist P.O. Box 473, South Perth, WA 6951 Phone: 08 9474 9351 Fax: 08 9474 9276 Mobile: 04 1234 7511 Email: [email protected] ABN: 84 274 218 871

31 August 2009

The Directors Dourado Resources Ltd Level 2 Spectrum 100 Railway Road Subiaco WA 6008

Dear Sirs, Re: INDEPENDENT GEOLOGIST’S REPORT ON GOLD AND URANIUM PROPERTIES in WESTERN AUSTRALIA AND NORTHERN TERRITORY I have been commissioned by Dourado Resources Ltd (ACN 131 090 947) (“Dourado Resources” or the “Company”) to provide an independent technical report on the Company’s projects in Western Australia and Northern Territory. This report is to be included in a Prospectus to be lodged by Dourado Resources Ltd with the Australian Securities and Investments Commission (“ASIC”), offering for subscription of 15,000,000 Shares at an issue price of 20 cents each to raise $3,000,000 (with a provision to accept oversubscriptions of up to 10,000,000 Shares to raise a further $2,000,000. The funds raised will be used for the purpose of exploration and evaluation of the mineral properties held by Dourado Resources Ltd.

The Properties Dourado Resources controls four properties in the Murchison area of Western Australia and one property in the Arunta area of the Northern Territory. The principal project in Western Australia is the Sabbath Gold Mine where an Inferred Resource of 145,000 tonnes at 2.52 g/t gold has been estimated in accordance with the JORC code. Extensions to the mineralisation may exist along strike and down dip. The Moolgoolool and Diamond Well tenements cover the extensions of the Peak Hill Lineament and are largely obscured by alluvial material. The structural setting on adjacent tenements and the extensions into the Dourado properties are considered prospective for gold deposition. Recent exploration on adjacent tenements by other companies has identified new styles of mineralisation with high grades of copper and gold. The Mainland and Lennonville tenements are relatively small holdings filling gaps in areas of demonstrated mineralisation. Work on adjacent areas by other companies have indicated anomalous zones which may represent deeply weathered mineralised systems and extension or repetition of these systems on Dourado’s ground is a possibility.

26 Prospectus

The North Arunta project covers the Lander Rock Beds and contains evidence of uranium anomalism in the form of total count radiometrics. Further examination of the area is warranted to identify the source of the anomalies. Details in respect to the legal status and tenure of the tenements comprising the Projects have not been considered in this report but are outlined in the Independent Solicitors Report in Section 6 of the Prospectus.

DECLARATIONS

Relevant codes and guidelines This report has been prepared as a technical assessment in accordance with the Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (the “VALMIN Code”), which is binding upon Members of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and the Australian Institute of Geoscientists (“AIG”), as well as the rules and guidelines issued by the Australian Securities and Investments Commission (“ASIC”) and the ASX Limited (“ASX”) which pertain to Independent Expert Reports (Regulatory Guides RG111 and RG112). Where mineral resources have been referred to in this report, the classifications are consistent with the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”), prepared by the Joint Ore Reserves Committee of the AusIMM, the AIG and the Minerals Council of Australia, effective December 2004. Under the definition provided by the ASX and in the VALMIN Code, these properties are classified as ‘exploration projects’, which are inherently speculative in nature. The properties are considered to be sufficiently prospective, subject to varying degrees of risk, to warrant further exploration and development of their economic potential, consistent with the exploration and development programs proposed by Dourado Resources Ltd.

Sources of Information The statements and opinion contained in this report are given in good faith and this review is based on information provided by the title holders, along with technical reports prepared by consultants, previous tenements holders and other relevant published and unpublished data for the area. I have endeavoured, by making all reasonable enquiries, to confirm the authenticity, accuracy and completeness of the technical data upon which this report is based. A final draft of this report was provided to Dourado Resources Ltd along with a written request to identify any material errors or omissions prior to lodgement. The independent technical report has been compiled based on information available up to and including the date of this report. Consent has been given for the distribution of this report in the form and context in which it appears. I have no reason to doubt the authenticity or substance of the information provided.

Qualifications and Experience The person responsible for the preparation of this report is: Malcolm Castle, B.Sc.(Hons), GCertAppFin (Sec Inst), MAusIMM. Malcolm Castle has over 40 years experience in exploration geology and property evaluation, working for major companies for 20 years as an exploration geologist. He established a consulting company 20 years ago and specializes in exploration management, technical audit, due diligence, feasibility studies and property valuation at all stages of development. He has wide experience in a number of commodities including gold, base metals, iron ore and mineral sands. He has been responsible for project discovery through to feasibility study in Australia, Fiji, Southern Africa and Indonesia and technical Audits in many countries.

27 Mr Castle completed studies in Applied Geology with the University of New South Wales in 1965 and has been awarded a B.Sc (Hons) degree. He has completed postgraduate studies with the Securities Institute of Australia in 2001 and has been awarded a Graduate Certificate in Applied Finance and Investment in 2004. Mr Castle is a long standing Member of the Australasian Institute of Mining and Metallurgy (“AusIMM”) and has the appropriate relevant qualifications, experience, competence and independence to be considered as an “Expert” and “Competent Person” the Australian Valmin and JORC Codes, respectively.

Independence I am not, nor intend to be a director, officer or other direct employee of Dourado Resources Ltd and have no material interest in the Projects or Dourado Resources Ltd. The relationship with Dourado Resources Ltd is solely one of professional association between client and independent consultant. The review work and this report are prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this Report. Yours faithfully

Malcolm Castle B.Sc.(Hons), MAusIMM, GCertAppFin (Sec Inst)

28 Prospectus

GARDEN GULLEY - SABBATH PROJECT

Location and Tenure The Sabbath Gold Project is located approximately 12 kilometres northwest of Meekatharra. Access is gained via the Talc - Mt Seabrook road, and then via station tracks to the site. The Sabbath project is within mining lease M 51/322 which was granted on 25th August 1989 and expires on 24th August 2010. The tenement is 120 hectares. Five further mining leases are in application stage in the Sabbath area. The combined tenements have an area of 16.54 square kilometres.

Garden Gully / Sabbath Tenement Holder Area km2 Status PLA 51/2619 Dourado Resources Ltd 1.55 Application MLA 51/550 St. Barbara Ltd 4.26 Application MLA 51/588 St. Barbara Ltd 5.96 Application MLA 51/633 Brosnan 2.40 Application MLA 51/634 Brosnan 0.17 Application ML 51/322 Triumph Mining P/L 1.20 Granted MLA 51/583 Brosnan 1.17 Application

N

Archaean Granite and Granitic Gneiss Archaean Acid and Intermediate Volcanics

Archaean Mafic Volcanics & Intrusives

Meekatharra

0 5 10 15 20 Kms LEGEND DOURADO RESOURCES LTD

Industrial Mineral Main Road Occurrence GARDEN GULLY - SABBATH PROJECT Gold Occurrence Town REGIONAL GEOLOGY MAP Copper Occurrence WITH MINERAL OCCURRENCES

Dourado Resources Ltd Tenement Area Scale: as per map GPL August 2009 D2

29 Local Geology The Project is located in the north western portion of the Archaean Murchison province. The Sabbath prospect lies in an "island" of greenstone and felsic rocks, known as the Abotts Greenstone Belt, surrounded by granitic rocks. The stratigraphic base is defined by mafic and ultramafic volcanics overlain by sedimentary sequence of intermediate and felsic volcanics. Locally at the Sabbath Project the subvertical gold rich mineralised quartz veins are observed to be located both within felsic and mafic rocks, and occupy zones of more intense shearing developed on a shallowly dipping (30 degree) contact zone between mafics and felsics. Granitic rocks surround the greenstones which are sometimes intruded by small granite and felsic porphyries. Some adjacent gold prospects may be associated with the porphyry intrusions. Strongly oxidised outcrop that is locally indurated and silicified covers much of the area, with a significant proportion of quartz scree over the general area. Oxidation extends to approximately 55 metres throughout the area, with the zones of mineralisation generally more deeply weathered than the surrounding areas.

Previous Work Nineteen reverse circulation drill holes were completed for a total of 723 metres during October 2002. A program of 36 shallower aircore drill holes for a total of 981 metres designed to outline and test for near surface gold mineralisation was completed in the weathered environment. The aircore drilling confirmed the free dig nature of the majority of the oxidised material and indicated that a flat lying zone of surface induration and silicification covered much of the outcrop. Systematic ‘earthsaw’ lines were carried out, over the top of the interpreted surface outline of the gold mineralisation. A total of 45 lines for 791 metres were cut.

Resource Estimation The drill data was plotted by previous explorers as cross sections and interpreted at a nominal 1.0 g/t Au cut off. Polygons were digitized and used as the basis for data subset and interpolation for the subsequent block model. Outlines were diluted by a metre skin of dilution around the resource outlines. Block sizes were 2 m (east) by 2.5 metre (depth) by 10 metre (north). Interpolation using inverse distance cubed was used to estimate block grades with the polygons used to trim any blocks interpolated outside the resource boundaries. A range of insitu densities were used for the volume to tonnage conversions and ranged from 1.6 to 2.4 tonnes per cubic metre. These in general corresponded to different weathering and oxidation levels, with an allowance in the top 10 metres for the minimal previous historic mining where a density of 1.6 was used to make some allowance for potential areas of old stoping and mining. An Inferred Resource of 145,000 tonnes at a grade of 2.52 g/t Au containing 11,750 ounces was estimated in accordance with the JORC code. If the higher grades are cut to 10 g/t the weighted average grade is reduced to 2.21 g/t Au.

Exploration Activities on Adjacent tenements The Paddy’s Flat mine, owned by Mercator Gold Plc, is located north of Meekatharra and includes eight separate deposits. The Meekatharra belt is prodigiously mineralised hosting several historically significant gold deposits, most notable the Gibraltar, Great Northern Highway, Bluebird-South Junction and Reedy mines, in addition to the deposits of the Paddy's Flat area. Gold mineralisation is contained along steeply- dipping zones of shearing and faulting between felsic porphyry intrusives and ultramafic-mafic volcanic and intrusive rocks.

30 Prospectus

JORC compliant resources for the Paddy’s Flat project are reported to be an Indicated Resource of 17.7 million tones at 1.6 g/t Au plus 7.9 million tonnes at 1.2 g/t Au in the Inferred category for a total of 1.24 million ounces. Initial ground survey at the Bustler Well project held by Talisman Mining Ltd included gridded soil geochemistry and defined a strong gold anomaly coincident with site of abandoned diggings. The anomaly trends south east over a strike length of 700m by 300m wide and is reported to continue northwest beyond the limits of the soil survey. Grid based soil geochemistry at 200m by 40m centres over the area of known gold mineralisation and potential strike extensions defined a very strong 700m strike extent gold-in-soil anomaly coincident with and along strike from the previously defined high-grade gold mineralisation. Previous explorers drill intercepts at Bustler Well have included 1m at 37.4g/t gold, 2m at 9.08g/t gold, 3m at 7.62g/t gold and 3m at 7.17g/t gold. The Mount James project, 10 kilometres to the south west of Bustler Well includes several zones of gold mineralisation over 8 kilometres of strike. Previous explorers have intersected significant gold mineralisation up to 4m at 8g/t gold at these prospects. Grid based soil geochemistry at 200m by 40m centres over the known prospects and potential strike extensions defined strong gold anomalies at Clever Mary in the east and West Point in the west. Accent Resources NL carried out an extensive data review after they acquired tenements northwest of Meekatharra. Initially work concentrated on four known target areas before a remote sensing study identified seven new prospects. Further ground magnetometer traverses have been completed. Previous drilling included 6 metres at 11.96g/t gold, 8 metres at 10.67g/t gold, 2 metres at 31.00g/t gold and 4 metres at 9.20g/t gold.

Discussion and Recommendations The drilling and earth-sawing programmes completed have enabled an Inferred Resource to be estimated down to a nominal 60 metres vertical depth. The work to date was limited to the zone of old workings and has not addressed possible extensions along strike under alluvial cover or, more importantly, the depth extent of the mineralisation below the reach of the aircore drilling. RC drilling is required to test the extensions of the mineralisation and to gain a better understanding of the geology and mineralising model. Successful exploration on nearby tenements northwest of Meekatharra by other companies highlights the potential of the area and in particular demonstrated the opportunity for high grade mineralised zones beneath the supergene layer. Further work designed to investigate a number of high grade intersections and to confirm the extent of the mineralisation is recommended. The project is well positioned with respect to infrastructure and toll milling opportunities. An appropriate exploration budget for the Sabbath/Garden Gully area would focus on surface evaluation and mapping of the old workings and extensions followed by subsurface testing of the down dip and along strike extensions of the Inferred Resource and follow up of anomalous values in previous drilling. 5000 metres of RAB drilling in years 1 and 2 with 1000 metres of RC drilling in year 1 and 2000 metres of RC drilling in year 2 are proposed. This will be supplemented by 300 metres of diamond coring in year 1 and 500 metres in year 2.

31 SABBATH/GARDEN GULLY EXPLORATION BUDGET Yr 1 Yr2 TOTAL Minimum Subscription ($2m) Data review $13,500 $11,000 $24,500 Field Surveys $34,000 $35,500 $69,500 Geophysics $4,000 $12,000 $16,000 Drilling $105,500 $181,500 $287,000 TOTAL $157,000 $240,000 $397,000 Full Subscription ($3m) Data review $25,000 $20,000 $45,000 Field Surveys $66,000 $69,000 $135,000 Geophysics $6,000 $22,000 $28,000 Drilling $207,000 $359,000 $566,000 TOTAL $304,000 $470,000 $774,000 Over Subscription ($5m) Data review $35,000 $30,000 $65,000 Field Surveys $76,000 $79,000 $155,000 Geophysics $56,000 $72,000 $128,000 Drilling $324,500 $476,500 $801,000 TOTAL $491,500 $657,500 $1,149,000

MOOLOOGOOL & DIAMOND WELL

Location and Tenure The tenements lie approximately 100 kilometres north east of Meekatharra and a similar distance north west of Wiluna. A total area of 1,246.2 square kilometres is held under seven exploration licences.

Mooloogool / Diamond Well Tenement Holder Area km2 Status ELA 51/1185 Triumph Mining P/L 145.70 Application ELA 51/1186 Triumph Mining P/L 213.90 Application ELA 51/1187 Triumph Mining P/L 217.00 Application ELA 51/1213 Triumph Mining P/L 170.50 Application ELA 51/1214 Triumph Mining P/L 127.10 Application ELA 51/1215 Triumph Mining P/L 186.00 Application ELA 51/1325 Triumph Mining P/L 186.00 Application

32 Prospectus

Doolgunna Project (Sandfire Resources)

Archaean Granite Goodin Inlier Palaeo-Proterozoic Glengarry Basin Mooloogool and Diamond well Tenements

Palaeo-Proterozoic Yerrida Basin

Meekatharra Wiluna Archaean Yilgarn Block

N

02040 60 80 100 Kms LEGEND DOURADO RESOURCES LTD

Main Road MOOLOOGOOL & Uranium Occurrence DIAMOND WELL PROJECT Gold Occurrence Town REGIONAL GEOLOGY MAP Copper Occurrence WITH MINERAL OCCURRENCES Dourado Resources Ltd Tenement Area Scale: as per map GPL August 2009 D3

33 Regional and PROJECT Geology These tenements lie within an interesting geological gold and arsenic anomalous zone, containing a package of mafic and felsic rocks. The zone is described as the Fairway Magnetic Package or FMP. The project covers the intersection of the Mt Magnet - Meekatharra and Big Bell – Meekatharra regional structures that influence the localisation of much of the gold endowment of the Murchison Mineral Field (~20 million ounces). The structures hosting the famous Paddy’s Flat line of lode referred to earlier can be traced into the project area as can those at Maid Marion immediately adjacent to the area. Maid Marion is the site of a recent discovery by Mercator Gold Plc.

Exploration Activities on Adjacent tenements Gnaweeda is located 35k north east of Meekatharra and is being explored by Teck Cominco in joint venture with Chalice Gold Mines Ltd. Historical exploration has defined an extensive gold and arsenic anomalous zone, over 15 kilometres long and up to 750 metres wide, within the FMP. Recent exploration included an aircore drilling program predominantly targeted a prominent north-south linear magnetic feature on the western side of the Project area. A gold intercept of 1m at 12.12g/t gold was recorded at the Old Chiddle Well Prospect. RC drilling included 1m at 37.60g/t gold from 50m. The results indicate relatively thin, high-grade gold zones with broader haloes of anomalous gold at below 0.5g/t level. The gold mineralisation remains open at depth and along strike. The Doolgunna project to the north of the Mooloogool project is currently being explored by Sandfire Resources NL. The tenements cover approximately 40 km strike length of the Jenkin Fault Zone. The JFZ is a complex system up to 5 kilometres wide of interconnecting structures and forms the boundary between the Yerrida basin to the south and the Padbury and Bryah basins to the north. Sandfire has identified a zone of near surface oxide gold mineralisation over a strike length of 200 metres by programs of shallow reconnaissance RAB drilling. Recent Reverse Circulation (RC) drilling has intersected significant intervals of high-grade gold and copper mineralisation at the DeGrussa Prospect. Several vertical RC drill holes towards the end of the campaign returned significant high-grade copper intersections from within an interpreted steeply-dipping massive sulphide body. Reported results included 47m at 5.3% Cu, 20.1 g/t Ag and 1.0% Zn from 93m (DGRC105), 22m at 3.6% Cu, 3.8 g/t Au and 13.4 g/t Ag from 96m (DGRC101) and 18m at 2.9% Cu, 13.0g/t Ag, 2.1% Zn, 1.0g/t Pd from 126m (DGRC101). Greater Revere, a prospective area 90 kilometres north east of Meekatharra, and north west of the Mooloogool project is currently being explored by Enterprise Metals Limited. Previous MAGLAG (magnetic iron detritus) sampling and RC drilling identified over 11 prospects. The project area covers Palaeoproterozoic rocks of the Bryah and Yerrida Groups. These rocks have been affected by the Capricorn Orogen which resulted from the oblique collision of the Pilbara and Yilgarn Cratons. The Goodin Fault is the boundary between the Yerrida and Bryah Groups. The Goodin and South Boundary Faults define a highly prospective northeast trending graben 6-10km wide and 75km-long with gold distribution confined to the graben and its faulted margins. Gold, copper and manganese deposits have been exploited in the region in the past. The most important mineral deposits mined to date have been gold lodes in the Peak Hill Schist, Bryah and Padbury Groups northwest of the Project. Structural and geochemical studies have resulted in the delineation of a number of high priority target areas, some of which have now been surveyed by the IP geophysical method. These structures are considered by Enterprise to represent focal points of dilation favourable for the emplacement of sulphide associated gold and/or copper gold stockwork systems. IP surveys were recently undertaken to define drilling targets. The targeted quartz veins were expected to have high resistivity and chargeability responses, with the high resistivity caused by quartz and the high chargeability caused by sulphides associated with gold mineralisation. In April/May 2009 Zonge Engineering completed a pole/dipole (50 metre/100 metre dipoles) IP survey at the Revere Project area.

34 Prospectus

The Donald Well anomaly is located 2.5km east-northeast of Donald Well. Results of Stage I and 2 MAGLAG sampling confirmed two zones of elevated gold values, up to 2ppb. These zones are divided by the trace of the South Boundary Fault. The Limestone Well anomaly also shows extensive gold and mercury anomalies. Mindax Ltd has commenced exploration work on their Meekatharra North project, located in the same area. Previous work by Dominion and WMC encountered some gold mineralisation but is by no means exhaustive and a number of structural and geochemically anomalous positions remain to be tested. Mindax have identified five distinct prospects within the tenements. The geological focus of the program is Paddy’s Flat-type quartz vein targets hidden beneath transported cover.

Prospectivity of the Mooloogool Project The Mooloogool/North Meekatharra area is a large group of tenements to the south east of the intersection of two major lineaments known as the Goodin Fault and the Peak Hill lineament. The intersection of the tenements is coincident with a sub-circular geological-geophysical-geochemical anomaly that includes two smaller geochemical anomalies on adjacent ground at the Donald Well anomaly and the Limestone Well anomaly. Results of MAGLAG sampling confirmed two proximal zones of elevated gold values, up to 2ppb. These zones are divided by the trace of the South Boundary Fault. There is no outcrop at Donald Well, and Government mapping indicates Cainozoic cover. Ferruginous siltstone of the Johnson Cairn Formation subcrops within the anomalous area and a rock sample of this material returned 2ppb Au, 41ppm As and 210ppm Cu. Excavated material of hematitic sandy siltstone with pyrite was sampled from the well at Donald Well and assayed 27ppb Au. A total of 226 -80 mesh soil samples were collected from the Donald Well MAGLAG anomaly along five easting lines spaced at 400m intervals and one northing line. The sample spacing was 80m. The best result was 5ppb Au. Limestone Well Au-Hg anomaly: Located in the north western part of the Greater Revere anomaly, it has elevated gold and mercury values that have yet to be field tested. Exposures of Doolgunna Formation arkosic wacke, siltstone and conglomerate have been mapped in the northern part of the Greater Revere Anomaly, while the rest of the area is covered by ferruginous sands, sheetwash deposits and valley calcrete. The Mooloogool tenements cover the extensions of the Peak Hill Lineament to the south east of the anomalous zone and are largely obscured by alluvial material. It is proposed that tectonic processes, acting on the basement along the northern margin of the Yilgarn during the Capricorn Orogeny, released the gold into metamorphic and deep circulating hot basinal fluids. These gold-bearing hydrothermal fluids then rise along steep dipping reverse faults into the overlying sediments of the Yerrida Basin. Gold is deposited in appropriate structural and/or lithological sites adjacent to the faults. The related gold deposits are likely to display mesothermal characteristics. The Goodin and adjacent South Boundary Fault as well as the cross cutting Peak Hill Lineament form the outer boundaries of a 10km wide and 100km long structural corridor and intersecting cross cutting structure, which would provide the site for significant gold deposition. An appropriate exploration budget for the Mooloogool/North Meetkatharra area would focus on surface evaluation and mapping of the structural lineaments and extensions of conceptual target areas from adjacent tenements followed by 2000 metres of RAB drilling in years 1 and 2.

35 MOOLOOGOOL/DIAMOND WELL EXPLORATION BUDGET Yr 1 Yr2 TOTAL Minimum Subscription ($2m) Data review $11,000 $9,500 $20,500 Field Surveys $7,500 $7,000 $14,500 Geophysics $6,000 $6,000 $12,000 Drilling $162,500 $163,500 $326,000 TOTAL $187,000 $186,000 $373,000 Full Subscription ($3m) Data review $20,000 $17,000 $37,000 Field Surveys $13,000 $12,000 $25,000 Geophysics $10,000 $10,000 $20,000 Drilling $321,000 $323,000 $644,000 TOTAL $364,000 $362,000 $726,000 Over Subscription ($5m) Data review $30,000 $27,000 $57,000 Field Surveys $23,000 $22,000 $45,000 Geophysics $60,000 $60,000 $120,000 Drilling $438,000 $440,500 $879,000 TOTAL $551,500 $549,500 $1,101,000

THE MOUNT MAGNET TENEMENTS

MAINLAND

Location and Tenure The Mainland tenements are located about 20 km south of Cue in the Murchison Mineral Field and cover 2.15 square kilometres. The area is accessible by station tracks from the Great Northern Highway.

Mainland Tenement Holder Area km2 Status PL 21/549 Ian Black 0.20 Granted PL 21/589 Ian Black 0.88 Granted MLA 21/126 Ian Black 1.07 Application

36 Prospectus

N CUE

Archaean Mafic Volcanics & Intrusives

Archaean Granite and Granitic Gneiss

Mainland-Cue Alluvials

Mainland Day Dawn LEGEND DOURADO RESOURCES LTD Uranium Occurrence Industrial Mineral Main Road Occurrence MAINLAND PROJECT Gold Occurrence Town REGIONAL GEOLOGY MAP Copper Occurrence WITH MINERAL OCCURRENCES

Dourado Resources Ltd Tenement Area Scale: as per map GPL August 2009

Regional and Project Geology The Mainland area is located on a greenstone belt extending 50km southwards to Mount Magnet and possibly extending north-north-eastwards for a further l70km through Tuckabianna, Reedy's and Meekatharra. The area has been mapped as Archaean, lying within the Golconda Formation of the Luke Creek Group (Murchison Supergroup). It comprises mixed mafic and ultramafic rocks intruded by gabbro and dolerite and interlayered with quartz-hematite banded iron formation (BIF.) units. Contrary to the regional northerly or north-northeasterly trend, the geology at Mainland strikes roughly east-west. The lithologies mapped at Mainland by previous workers are consistent with the regional setting. A mafic- ultramafic succession interlayered with B.I.F. has been intruded by granitic porphyries.

37 Mafic rocks are generally poorly exposed between B.I.F. ridges, but are evident on shaft dumps and in areas scraped to basement, as a pervasively weathered pink to yellow-brown, fine to coarse-grained saprolite, or as chlorite schist. Minor outcrops of relatively unweathered and undeformed metabasalt may be of high magnesian derivation. Semi-fresh, massive gabbro or dolerite is common on dumps at the Mainland Consols. At the Consols, more altered variants of this lithology associated with quartz veining, are represented by chloritic schists, commonly with minor biotite. Ultramafic Rocks, mainly talc + chlorite + carbonate schists, rocks with coarse radiating actinolite and pyroxenite, have been mapped at Mainland. These lithologies appear to be concordant with the interlayered B.I.F. units and are interpreted as ultramafic sills. Banded iron/metasediment units up to 20m wide trend approximately east-west throughout the project area. The quartz-hematite B.I.F. is commonly magnetic and silica, carbonate and sulphide facies have been mapped, although not exhaustively. Probable metasediments and basalt crop out between B.I.F. units, typically with foliation slightly oblique to the strike of the latter. Medium grained quartz/K feldspar-biotite dykes up to 10m wide intrude the mafic-ultramafic/B.I.F. sequence. These dykes intersect the B.I.F. units, but may also be restricted to massive gabbroic rocks with clear termination at B.I.F./metasediment margins. Quartz veins and blows concordant and discordant to the greenstone sequence crop out sporadically throughout the area. Quartz veining in places may, like the porphyries, be restricted to the mafic volcanic and intrusive lithologies. The banded iron-greenstone sequence at Mainland strikes east-northeast, the B.I.F. units generally having steep to vertical dips. Regional folding is evident in air photos and from aeromagnetics, and refolding on the outcrop scale indicates a complex deformational history. Outcropping mesoscopic folds plunging moderately to steeply to the northeast in the northeast of the area, have been refolded as well as fault- "dragged" into southerly plunging orientations at a locality approximately one kilometre to' the south. Interpretations of aeromagnetics indicate that this eastern margin of Mainland, covered by salt lake and marginal deposits, has complex faulting on a regional scale. Elsewhere, faults generally strike northwest to northeast. Mafic-ultramafic rocks and probable metasediments adjacent to, and intercalated with B.I.F., commonly have a foliation which is oblique to bedding in the latter. The B.I.F. locally bears this foliation and an associated crenulation lineation. Faults described above appear to be broadly associated, in terms of trend and proximity, to this foliation. Quartz veining is both concordant and discordant to the B.I.F./greenstone sequence at Mainland. Veins in workings mapped underground and at East Consols dip shallowly to moderately east-southeast sub parallel to, but dipping across the B.I.F. unit. At the Mainland Consols, two lines of reef were worked: the main one being described as an approximately northeast and southwest reef running alongside a large quartzite bar and dipping to the northwest; the other, a smaller reef running at right angles to the former and dipping at a flat angle towards the northeast. Quartz veining also occurs within foliated mafic rocks, (where it runs into, but does not cross, B.I.F.) and as fissure veins restricted to massive mafic intrusives. Porphyry dykes at some localities are restricted to the mafic-ultramafic sequence on both sides of B.I.F., showing clear termination at the contact. This probably reflects "preference" for the relatively more competent mafic rocks. Porphyry dyke emplacement is probably related to faulting.

38 Prospectus

Mineralisation The gold· mineralisation mined at the Mainland and the Island is associated with quartz reefs in contact with quartzites or B.I.F. The reefs were very irregular in size and gold grade, but were richest where in actual contact with B.I.F., often phenomenally so, near the surface. The shoots, however, were small and had little lateral or vertical extent. Both the quartz reefs and the B.I.F. were observed to carry considerable pyrite below the water table. The results of the present investigation confirm that quartz veins and B.I.F. are the predominant primary control on gold mineralisation. The George workings are an exception, however, in which a zone of quartz stringers at the contact of an associated massive quartz blow have been worked in sheared and folded mafic rocks and B.I.F. In addition to hardrock gold mineralisation, of which Mainland Consols was the primary producer, there is abundant evidence of surface prospecting. Creek channels, which may have borne "gutters" or leads similar to those at the Island, have been pushed and detected. Dumps of coarse screenings could be the result of dry blowing or possibly a (wet) cone plant. Near the George Workings, probable early century dry blowing dumps abound in an area that has been extensively pushed and presumably detected in more recent times. Production records are non-existent for this work. Appendix 2(b) shows some of these areas of surface workings. Supergene enrichment has probably played a part in gold mineralisation mined underground and at the surface; however the extent in each case is uncertain. Enhanced gold values (in soil and outcrop) associated with calcretisation are discussed in the following section. Prospectors have confirmed to the author the association of nugget gold and calcrete.

LENNONVILLE

Location and Tenure The Lennonville project is located 12 to 15 kilometres north of Mt Magnet in the Murchison Mineral Field and covers 2.11 square kilometres. The area is accessible by short station tracks from the main highway.

Lennonville Tenement Holder Area km2 Status PL 58/1343 Ian Black 0.96 Granted PLA 58/1376 Welsh 1.15 Application

39 N

Lennonville Project

Archaean Mafic Volcanics & Lennonville Intrusives Archaean Granite and Granitic Gneiss

Hill 50

MT MAGNET

LEGEND DOURADO RESOURCES LTD Uranium Occurrence Industrial Mineral Main Road Occurrence LENNONVILLE PROJECT Gold Occurrence Town REGIONAL GEOLOGY MAP Copper Occurrence WITH MINERAL OCCURRENCES

Dourado Resources Ltd Tenement Area Scale: as per map GPL August 2009

Regional and Project Geology The Lennonville area includes a sequence of ultramafic, mafic and felsic volcanics, interbedded with volcanogenic sediments, predominantly banded iron formations. The iron formations comprise alternating <1 to 10 mm thick laminae of microcrystalline quartz, iron oxides and carbonates. The greenstone belt has been complexly deformed into a dome structure, faulted against younger sediments to the east, and invaded and flanked by granitic stocks and batholiths and deformed gneissic granitoids. Two main types of mineralisation are recognized as Iron formation hosted mineralisation which had yielded 55.4 tonnes of Au to 1990 at a recovered grade of 10.1 g/t Au at Hill 50, and quartz vein mineralisation composed of intensely deformed pre-peak metamorphism basalt-hosted vein systems, or late stage ultramafic and mafic-hosted veins in shears. The lithologic units are deeply weathered in the Lennonville area to the west of the known mineralized trends but regional mapping and synthesis indicated repetitions of the units may occur, providing exploration targets for buried mineralization.

40 Prospectus

Exploration Activities on Adjacent tenements The Hill 50 gold mine is operated by Harmony Gold Mining Co Ltd and is located within 2km of Mt Magnet. One of the premier underground gold mines in Australia, Hill 50 has an average annual production of 147,000 ozs Au. The Company, which has stated reserves in excess of 5 million ozs Au, has recently launched a resource drilling program that is expected to identify further deposits. The Blackman project, 30k north of Mt Magnet, is a Joint Venture between Harmony Gold and Troy Resources. RC drilling in 2006 of a geochemical anomaly returned results that suggested the presence of a medium-grade oxide resource. Intersections included 5m @ 8.08g/t and 11m @ 3.22g/t. The base of oxidation varied between 50 to 80m below surface and suggested possibly three, steeply dipping quartz reefs existed in the system. Another completed program of 18 RC holes included intersections of 5m @ 14.54g/t and 2m @ 18,5g/t. Mount Magnet South NL is exploring the Mt Magnet South project, which includes more than 15 separate prospects. The tenements are all close to Mt Magnet. Initial work will focus on the Jumbulyer prospect where previous exploration returned grades of up to 29.4g/t in quartz veining and an intersection of 16m @ 6.7g/t.

PROSPECTIVITY OF THE MOUNT MAGNET TENEMENTS

Regional Setting – Murchison Province The Murchison Province is exposed in the western and northern third of the Yilgarn Craton. The Province is bounded by major transcrustal structures which separate it from the surrounding tectonic provinces of the craton and the Western Gneiss Belt. The Murchison Province Stratigraphy, after Watkins (1990), is divided into six basic structural- stratigraphic components - two greenstone belt metavolcanic-metasedimentary sequences and four suites of granitoids. 1. Luke Creek Group metavolcanics 2. Mount Farmer Group 3. Early granodiorite-monzogranite intrusive suite (now pegmatite-banded orthogneiss) 4. Monzogranite Suite (now folded, metagranite) 5. Two post-tectonic differentiated suites of granitoid rocks The structural framework in the northeastern Yilgarn craton was largely shaped by transpression that led to the development of folds, reverse faults, sinistral strike-slip movement on NNW-trending regional shear zones, followed by regional folding and shortening. The later occurred in overlapping tectonic processes. The first deformation event is poorly understood but appears to have involved N-S thrusting. The Murchison district historically, has been a major gold producing province in Archaean age rocks, with gold production in the order of 20 million ounces. The major current and past gold producing mines in the area include Mt Magnet, Cue, Big Bell, Reedy, Paddys Flat, Yaloginda, Gabanintha and Mt Gibson. The region hosts operating mines at Golden Grove (base metals), Yaloginda, Hill 50 and Kirkalocka (gold) and Jack Hills (iron ore). Major advanced projects include Mt Gibson, Weld Range and Mt Karara (iron ore) and Windimurra, Barambie and Gabanintha (vanadium-titanium). Base metal production is principally from Golden Grove (Cu-Pb-Zn-Ag-Au), with total production to 2007 reported as 1.4Mt Zn, 202,000t Cu, 38,000t Pb, 19.5Moz Ag, 202,500oz Au.

41 The Hill 50 gold mine has been the major producer in the Mount Magnet district in the Murchison Province of the Archaean Yilgarn Craton. It located some 560 km ENE of Perth, in Western Australia. The Hill 50 gold deposit is hosted by a sequence of ultramafic, mafic and felsic volcanics, interbedded with volcanogenic sediments, predominantly banded iron formations. The iron formations comprise alternating <1 to 10 mm thick laminae of microcrystalline quartz, iron oxides and carbonates. The greenstone belt has been complexly deformed into a dome structure, faulted against younger sediments to the east, and invaded and flanked by granitic stocks and batholiths and deformed gneissic granitoids. Two main types of mineralisation are recognised, namely: 1). Iron formation hosted mineralisation which had yielded 55.4 tonnes of Au to 1990 at a recovered grade of 10.1 g/t Au, and 2). Quartz vein mineralisation composed of a). intensely deformed pre-peak metamorphism basalt hosted vein systems, b). late stage ultramafic and mafic hosted veins in shears. These styles produced13.7 t Au at an average recovered 11.3 g/t Au. Production from the Mount Magnet district had totaled 6.68 Mt of ore for 69 tonnes of gold at a recovered grade of 10.3 g/t Au to 1990. Hill 50 produced 3.4 Mt of ore for 43.2 t Au at a recovered grade of 12.6 g/t Au (BIF). The next largest producers in the district were: Morning Star - 0.947 Mt of ore for 7.27 t Au @ 7.7 g/t Au (quartz vein), Saint George - 0.537 Mt of ore for 2.40 t Au @ 4.5 g/t Au (chert/BIF), Galtee More - 0.449 Mt of ore for 1.90 t Au @ 4.2 g/t Au (chert/BIF), Hill 60 - 0.360 Mt of ore for 1.84 t Au @ 5.1 g/t Au (BIF), Eclipse - 0.048 Mt of ore for 1.80 t Au @ 37.4 g/t Au (BIF), Water Tank Hill - 0.217 Mt of ore for 1.30 t Au @ 6.0 g/t Au (BIF). Reserves for more recent developments include: North Morning Star (Parkinson Pit) - 3.1 Mt @ 3.2 g/t Au (measured+indicated resource to 100 m @ 0.5 g/t Au cut-off, 1990), Saint George - 0.229 Mt @ 5.9 g/t Au (measured+indicated resource to 80 m @ 1.0 g/t Au cut-off, 1988), Galtee More - 0.653 Mt of ore for 2.62 tonnes Au (production from 1985-1989, partly included in historic production listed above).

Dourado Resources Projects in the Mount Magnet Region The Mainland and Lennonville tenements are relatively small holdings filling gaps in areas of demonstrated mineralisation. Work on adjacent areas by other companies have indicated anomalous zones which may represent deeply weathered mineralised systems and preliminary exploration for the extension or repetition of these systems on Dourado’s ground is required to confirm the presence of gold mineralisation if it exists. The Mainland area is located on the trend of the mainland workings where high grade intercepts were discovered in several drill holes in the late 1980s. These included 4 metres at 5.97g/t, 1 metre at 49.63 g/t, 6 metres at 2.95 g/t and 8 metres at 1.88 g/t. The high grades were related to quartz veins and sulphide altered B.I.F. units. The Lennonville tenements are located in an area where subtle soil anomalies are known to exist associated with north trending structures and B.I.F. units. The area is deeply weathered and RAB drilling is required to adequately test the structural zones.

42 Prospectus

An appropriate exploration budget for the Mount Magnet area would focus on surface evaluation and mapping of the structural lineaments and extensions of known mineralisation at Mainland and Lennonville from adjacent tenements followed by 3000 metres of RAB drilling in years 1 and 4000 metres of RAB drilling in year2.

MOUNT MAGNET EXPLORATION BUDGET - SUMMARY Yr 1 Yr2 TOTAL Minimum Subscription ($2m) Data review $6,000 $6,000 $12,000 Field Surveys $4,500 $4,500 $9,000 Drilling $26,000 $27,000 $53,000 TOTAL $36,500 $37,500 $74,000 Full Subscription ($3m) Data review $10,000 $10,000 $20,000 Field Surveys $7,000 $7,000 $14,000 Drilling $46,000 $48,000 $94,000 TOTAL $63,000 $65,000 $128,000 Over Subscription ($5m) Data review $20,000 $20,000 $40,000 Field Surveys $17,000 $17,000 $34,000 Drilling $213,500 $215,500 $429,000 TOTAL $250,500 $252,500 $503,000

43 NORTH ARUNTA, NORTHERN TERRITORY

44 Prospectus

Location and Tenure The North Arunta project is located approximately 400 kilometres North West of Alice Springs and covers 1580.5 square kilometres.

North Arunta Tenement Holder Area km2 Status ELA 26283 Whitvista 832.70 Application ELA 26284 Whitvista 747.80 Application

Regional Geology The northern Arunta Region lies between the Tanami Region and Tennant Region, which are two of the most important gold-producing districts in the Northern Territory. The structural, stratigraphic and magmatic evolution of the northern Arunta Region is poorly understood, as are the relationships to the established goldfields. However, the stratigraphy, structure, metamorphism and igneous activity clearly point to similarities between these regions that may have metallogenic significance. The Arunta Region is a complex and under-explored region of basement rocks in central Australia. The Arunta Region is now divided into three distinct provinces: the Aileron Province, which forms part of the North Australian Craton; the 1690-1600 Ma Warumpi Province, which is interpreted to be an exotic terrane on the southern margin of the craton; and the Irindina Province in the east, comprising amphibolite- to granulite facies Neoproterozoic to Cambrian metasediments of the Harts Range Metamorphic Complex (HRMC). There is compelling geochronological evidence for direct stratigraphic correlations between the HRMC and unmetamorphosed Neoproterozoic to Cambrian sediments in the surrounding Amadeus and Georgina Basins. This appears to confirm that the Irindina Province is a deep sub-basin within the Centralian Superbasin that was metamorphosed and deformed in a series of events from the Cambrian to the Carboniferous. In the Davenport Province, to the north of the Arunta Region, new 40Ar/39Ar suggests that gold mineralisation occurred at 1710-1700 Ma, similar to ages of gold mineralisation from the Callie deposit in the Tanami. This suggests that the 1730-1700 Ma Strangways Orogeny may be a major mineralising event across much of central to northern Australia. In the Aileron Province, sedimentation at 1860-1830 Ma was followed by intrusion of mafic sills, metamorphism and granite intrusion in the period 1810-1760 Ma, whereas in the Warumpi Province to the south, the oldest rocks are granites, volcanics and sediments with ages of 1690-1650 Ma. Regions of the Aileron Province have potential for orogenic gold mineralisation within metasediments and mafic sills, as well as nickel-copper potential in the Andre Young Igneous Complex. Several sub-economic occurrences of copper-lead-zinc, gold, tin, tungsten, tantalum, mica, nickel, chromium and semi-precious stones are known from the Arunta Region. There is significant potential for gold in the northern and western Aileron Province adjacent to the Tanami Region, and untested base metal potential in the Warumpi Province. There is evidence of possible uranium prospectivity in the Lander Rock Beds which underlie most of the tenement area. This unit is comprised of siltstone, hornfels, metamorphically retrogressed rock, muscovite-biotite schist, quartz-rich metasediment, andalusite schist, sillimanite gneiss and cordierite gneiss.

45 The Aileron Province further to the south comprises greenschist to granulite facies metamorphic rocks with protolith ages in the range 1865-1710 Ma. Supracrustal rocks in the Reynolds Range are divided into 2 broad units: the Lander Rock Beds (LRB) and the Reynolds Range Group. The LRB comprise (meta)turbiditic rocks that range in metamorphic grade from greenschist to granulite. Granite intrusion occurred in the Reynolds Range area between 1810 and 1790 Ma. The supracrustal rocks and granites were overprinted by high grade metamorphism to amphibolite and granulite facies during 1590-1560 Ma.

Palaeo-Proterozoic Granite

Palaeo-Proterozoic Granite-Gneiss

ELA 26283

ELA 26284

Neo-Proterozoic Arumbera Sandstone Palaeo-Proterozoic (includes sandstones N Statherian Mafic unit limestones and sltstones) Palaeo-Proterozoic Lander Rock Beds (greywackes, siltstones, shales with schist & gneiss)

0 5 10 15 30 60km

LEGEND DOURADO RESOURCES LTD Lander Rock Beds Orosirian Granite NORTH ARUNTA PROJECT Dourado Resources Ltd REGIONAL GEOLOGY MAP Statherian Granite/Gneiss Tenement Area Orosirian Mafic Unit (from NTGS data) Statherian Mafic Unit Scale: as per map GPL August 2009

The evidence for the presence of uranium mineralisation is at an early stage and is indicated by anomalous total count radiometrics. Further exploration including more detailed aerial surveys and ground examination is required.

46 Prospectus

ELA 26283

0 5 10 15 30 60km

N

ELA 26284

LEGEND Increasing DOURADO RESOURCES LTD intensity of cumulative radiometric NORTH ARUNTA PROJECT response TOTAL COUNT RADIOMETRIC MAP (gamma count) (from NTGS data)

Dourado Resources Ltd Tenement Area Scale: as per map GPL August 2009

A proposed exploration budget should concentrate on more detailed geophysics (both airborne and ground) to delineate anomalous uranium areas within the tenements. This would be followed by initial RAB drilling to better define the areas and to demonstrate the presence of uranium mineralisation. Exploration for gold within the area should be pursued and some drilling should be allocated to this target. 2000 metres of RAB drilling are proposed for year 1 and 3000 metres for year 2.

47 NORTH ARUNTA EXPLORATION BUDGET - SUMMARY Yr 1 Yr2 TOTAL Minimum Subscription ($2m) Data review $11,000 $9,500 $20,500 Field Surveys $7,500 $7,000 $14,500 Geophysics $9,500 $23,000 $32,500 Drilling $39,000 $56,500 $95,500 TOTAL $67,000 $96,000 $163,000 Full Subscription ($3m) Data review $20,000 $17,000 $37,000 Field Surveys $13,000 $12,000 $25,000 Geophysics $17,000 $44,000 $61,000 Drilling $74,000 $109,000 $183,000 TOTAL $124,000 $182,000 $306,000 Over Subscription ($5m) Data review $30,000 $27,000 $57,000 Field Surveys $23,000 $22,000 $45,000 Geophysics $67,000 $94,000 $161,000 Drilling $191,500 $226,500 $418,000 TOTAL $311,500 $369,500 $681,000

TOTAL EXPLORATION BUDGET

The proposed budget for the four tenement groups concentrates on drill testing aimed at defining valid mineralized targets for more detailed assessment. 77% of the budget is allocated to RAB, RC and diamond drilling with an emphasis on extending the known resource at Sabbath and defining target areas in the other projects. Aerial and ground geophysics will be utilized at North Arunta to locate areas of uranium anomalism for detailed testing.

EXPLORATION BUDGET DISTRIBUTION Minimum Subscription ($2m) Data review $41,500 $36,000 $77,500 8% Field Surveys $53,500 $54,000 $107,500 11% Geophysics $19,500 $41,000 $60,500 6% Drilling $333,000 $428,500 $761,500 76% TOTAL $447,500 $559,500 $1,007,000 100% Full Subscription ($3m) Data review $75,000 $64,000 $139,000 7% Field Surveys $99,000 $100,000 $199,000 10% Geophysics $33,000 $76,000 $109,000 6% Drilling $648,000 $839,000 $1,487,000 77% TOTAL $855,000 $1,079,000 $1,934,000 100% Over Subscription ($5m) Data review $115,000 $104,000 $219,000 6% Field Surveys $139,000 $140,000 $279,000 8% Geophysics $183,000 $226,000 $409,000 12% Drilling $1,168,000 $1,359,000 $2,527,000 74% TOTAL $1,605,000 $1,829,000 $3,434,000 100%

48 Prospectus

PRINCIPAL SOURCES OF INFORMATION

Alara Uranium Limited, 2007, Prospectus and Independent Geological Report. Coxhell, S, 2003, “Annual Report for the Sabbath Gold Project M51/322” Au Mining Pty Ltd, Gifford, W., 2002, Annual Report on the Crown Gold Mine P51/1740 for the period 14/10/2001 to 13/10/2002, Garden Gully Meekatharra. Hoatson, D et al,2002, “Event Chronology and Prospectivity of the Mafic Magmatic Systems in the Arunta Province”, Geoscience Australia Revere Mining Limited, 2007, Prospectus and Independent Geologist’s Report. Scrimgeour, I, 2004, “New ideas for exploration in the Northern Territory” AIG Newsletter No 76, 2004

GLOSSARY OF TECHNICAL TERMS aeolian Formed or deposited by wind. aerial photography Photographs of the earths surface taken from an aircraft. aeromagnetic A survey undertaken by helicopter or fixed-wing aircraft for the purpose of recording magnetic characteristics of rocks by measuring deviations of the earths magnetic field. airborne Data pertaining to the physical properties of the earths crust at or near surface and geophysical data collected from an aircraft. aircore Drilling method employing a drill bit that yields sample material which is delivered to the surface inside the rod string by compressed air. alluvial Pertaining to silt, sand and gravel material, transported and deposited by a river. alluvium Clay silt, sand, gravel, or other rock materials transported by flowing water and deposited in comparatively recent geologic time as sorted or semi-sorted sediments in riverbeds, estuaries, and flood plains, on lakes, shores and in fans at the base of mountain slopes and estuaries. alteration The change in the mineral composition of a rock, commonly due to hydrothermal activity. amphibolite facies An assemblage of minerals formed at moderate to high temperatures (450°C to 700°C) during regional metamorphism. andesite An intermediate volcanic rock composed of andesine and one or more mafic minerals. anomalies An area where exploration has revealed results higher than the local background level. anticline A fold in the rocks in which strata dip in opposite directions away from the central axis. antiformal An anticline-like structure. Archaean The oldest rocks of the Precambrian era, older than about 2,500 million years. assayed The testing and quantification metals of interest within a sample. Au Chemical symbol for gold. auger sampling A drill sampling method using an auger to penetrate upper horizons and obtain a sample from lower in the hole.

49 axial plane The plane that intersects the crest or trough of a fold, about which the limbs are more or less symmetrically arranged. basalts A volcanic rock of low silica (<55%) and high iron and magnesium composition, composed primarily of plagioclase and pyroxene. polymetallics A non-precious metal, usually referring to copper, lead and zinc. bedrock Any solid rock underlying unconsolidated material. BIF A rock consisting essentially of iron oxides and cherty silica, and possessing a marked banded appearance. BLEG sampling Bulk leach extractable gold analysis; an analytical method for accurately determining low levels of gold. brittle Rock deformation characterised by brittle fracturing and brecciation. Cainozoic An era of geological time spanning the period from 65 million years ago to the present. carbonate Rock of sedimentary or hydrothermal origin, composed primarily of calcium, magnesium or iron and CO3. Essential component of limestones and marbles. chert Fine grained sedimentary rock composed of cryptocrystalline silica. chlorite A green coloured hydrated aluminium-iron-magnesium silicate mineral (mica) common in metamorphic rocks. clastic Pertaining to a rock made up of fragments or pebbles (clasts). clays A fine-grained, natural, earthy material composed primarily of hydrous aluminium silicates. colluvium A loose, heterogeneous and incoherent mass of soil material deposited by slope processes. conduits The main pathways that facilitate the movement of hydrothermal fluids. conglomerate A rock type composed predominantly of rounded pebbles, cobbles or boulders deposited by the action of water. copper A reddish metallic element, used as an electrical conductor an the basis of brass and bronze. dacite An extrusive rock composed mainly of plagioclase, quartz and pyroxene or hornblende or both. depletion The lack of gold in the near-surface environment due to leaching processes during weathering. diamond drill hole Mineral exploration hole completed using a diamond set or diamond impregnated bit for retrieving a cylindrical core of rock. dilational Open space within a rock mass commonly produced in response to folding or faulting. dolerite A medium grained mafic intrusive rock composed mostly of pyroxenes and sodium- calcium feldspar. DoIR Department of Industry and Resources, WA. ductile Deformation of rocks or rock structures involving stretching or bending in a plastic manner without breaking. dykes A tabular body of intrusive igneous rock, crosscutting the host strata at a high angle.

50 Prospectus en-echelon Repeating parallel, but offset, occurrences of lenticular bodies such as ore veins. erosional The group of physical and chemical processes by which earth or rock material is loosened or dissolved and removed from any part of the earths surface. fault zone A wide zone of structural dislocation and faulting. feldspar A group of rock forming minerals. felsic An adjective indicating that a rock contains abundant feldspar and silica. folding A term applied to the bending of strata or a planar feature about an axis. foliated Banded rocks, usually due to crystal differentiation as a result of metamorphic processes. follow-up A term used to describe more detailed exploration work over targets generated by regional exploration. g/t Grams per tonne, a standard volumetric unit for demonstrating the concentration of precious metals in a rock. gabbro A fine to coarse grained, dark coloured, igneous rock composed mainly of calcic plagioclase, clinopyroxene and sometimes olivine. geochemical Pertains to the concentration of an element. geophysical Pertains to the physical properties of a rock mass. GIS database A system devised to present partial data in a series of compatible and interactive layers. gneissic Coarse grained metamorphic rocks characterised by mineral banding of the light and dark coloured constituent minerals. granite A coarse-grained igneous rock containing mainly quartz and feldspar minerals and subordinate micas. granoblastic A term describing the texture of a metamorphic rock in which the crystals are of equal size. granodiorite A coarse grained igneous rock composed of quartz, feldspar and hornblende and/or biotite. greenschist A metamorphosed basic igneous rock which owes its colour and schistosity to abundant chlorite. greenstone belt A broad term used to describe an elongate belt of rocks that have undergone regional metamorphism to greenschist facies. greywackes A sandstone like rock, with grains derived from a dominantly volcanic origin. GSWA Geological Survey of Western Australia. gypsum Mineral of hydrated, or water-containing, calcium sulphate. halite Impure salt deposit formed by evaporation. hangingwall The mass of rock above a fault, vein or zone of mineralization. hematite Iron oxide mineral, Fe2O3. hinge zone A zone along a fold where the curvature is at a maximum. hydrothermal fluids Pertaining to hot aqueous solutions, usually of magmatic origin, which may transport metals and minerals in solution. igneous Rocks that have solidified from a magma.

51 infill Refers to sampling or drilling undertaken between pre-existing sample points. insitu In the natural or original position. interflow Refers to the occurrence of other rock types between individual lava flows within a stratigraphic sequence. intermediate A rock unit which contains a mix of felsic and mafic minerals. intrusions A body of igneous rock which has forced itself into pre-existing rocks. intrusive contact The zone around the margins of an intrusive rock. ironstone A rock formed by cemented iron oxides. isoclinal A series of folds that dip in the same direction at the same angle. joint venture A business agreement between two or more commercial entities. komatiitic Magnesium-rich mafic to ultramafic extrusive rock. laterite A cemented residuum of weathering, generally leached in silica with a high alumina and/or iron content. lead A metallic element, the heaviest and softest of the common metals. lineament A significant linear feature of the earth’s crust, usually equating a major fault or shear structure. lithological contacts The contacts between different rock types. lithotypes Rock types. magnetite A mineral comprising iron and oxygen which commonly exhibits magnetic properties. metamorphic A rock that has been altered by physical and chemical processes involving heat, pressure and derived fluids. metasedimentary A rock formed by metamorphism of sedimentary rocks. MMI The collection of soil samples and their analysis, using weak extractive reagents, to determine the relative abundance of loosely attached trace elemental ions, which frequently define the position of primary mineralization. monzogranite A granular plutonic rock containing approximately equal amounts of orthoclase and plagioclase feldspar, but usually with a low quartz content. Moz Millions of ounces. Mt Million Tonnes. mylonite A hard compact rock with a streaky or banded structure produced by extreme granulation of the original rock mass in a fault or thrust zone. nickel Silvery-white metal used in alloys. nickel laterite Nickel ore hosted within the laterite profile, usually derived from the weathering of olivine-rich ultramafic rocks. open pit A mine working or excavation open to the surface. Orthoimage A geographically located composite plan using aerial photography as a base. outcrops Surface expression of underlying rocks. palaeochannels An ancient preserved stream or river. pegmatite A very coarse grained intrusive igneous rock which commonly occurs in dyke-like bodies containing lithium-boron-fluorine-rare earth bearing minerals.

52 Prospectus pisolitic Describes the prevalence of rounded manganese, iron or alumina-rich chemical concretions, frequently comprising the upper portions of a laterite profile. playa lake Broad shallow lakes that quickly fill with water and quickly evaporate, characteristic of deserts. polymictic Referring to coarse sedimentary rocks, typically conglomerate, containing clasts of many different rock types. porphyries Felsic intrusive or sub-volcanic rock with larger crystals set in a fine groundmass. ppb Parts per billion; a measure of low level concentration. Proterozoic An era of geological time spanning the period from 2,500 million years to 570 million years before present. pyroxenite A coarse grained igneous intrusive rock dominated by the mineral pyroxene. quartz reefs Old mining term used to describe large quartz veins. quartzofeldspathic Compositional term relating to rocks containing abundant quartz and feldspar, commonly applied to metamorphic and sedimentary rocks. quartzose Quartz-rich, usually relating to clastic sedimentary rocks. RAB drilling A relatively inexpensive and less accurate drilling technique involving the collection of sample returned by compressed air from outside the drill rods. rafts A relatively large block of foreign rock incorporated into an intrusive magma. RC drilling A drilling method in which the fragmented sample is brought to the surface inside the drill rods, thereby reducing contamination. regolith The layer of unconsolidated material which overlies or covers insitu basement rock. residual Soil and regolith which has not been transported from its point or origin. resources Insitu mineral occurrence from which valuable or useful minerals may be recovered. rhyolite Fine-grained felsic igneous rock containing high proportion of silica and felspar. rock chip sampling The collection of rock specimens for mineral analysis. saline Salty. saprock Zone of weathered rock preserved within the weathered profile. saprolite Disintegrated, in-situ rock, partially decomposed by the chemical and physical processes of oxidation and weathering. satellite imagery The images produced by photography of the earth’s surface from satellites. schist A crystalline metamorphic rock having a foliated or parallel structure due to the recrystallisation of the constituent minerals. scree The rubble composed of rocks that have formed down the slope of a hill or mountain by physical erosion. sedimentary A term describing a rock formed from sediment. sericite A white or pale apple green potassium mica, very common as an alteration product in metamorphic and hydrothermally altered rocks. shale A fine grained, laminated sedimentary rock formed from clay, mud and silt. sheared A zone in which rocks have been deformed primarily in a ductile manner in response to applied stress.

53 sheet wash Referring to sediment, usually sand size, deposited over broad areas characterised by sheet flood during storm or rain events. Superficial deposit formed by low temperature chemical processes associated with ground waters, and composed of fine grained, water-bearing minerals of silica. silcrete Superficial deposit formed by low temperature chemical processes associated with ground waters, and composed of fine grained, water-bearing minerals of silica.

silica Dioxide of silicon, SiO2, usually found as the various forms of quartz. sills Sheets of igneous rock which is flat lying or has intruded parallel to stratigraphy. silts Fine-grained sediments, with a grain size between those of sand and clay. soil sampling The collection of soil specimens for mineral analysis. stocks A small intrusive mass of igneous rock, usually possessing a circular or elliptical shape in plan view. strata Sedimentary rock layers. stratigraphic Composition, sequence and correlation of stratified rocks. stream sediment The collection of samples of stream sediment with the intention of analysing them sampling for trace elements. strike Horizontal direction or trend of a geological structure. subcrop Poorly exposed bedrock. sulphide A general term to cover minerals containing sulphur and commonly associated with mineralization. supergene Process of mineral enrichment produced by the chemical remobilisation of metals in an oxidised or transitional environment. syenite An intrusive igneous rock composed essentially of alkali feldspar and little or no quartz and ferromagnesian minerals. syncline A fold in rocks in which the strata dip inward from both sides towards the axis. talc A hydrous magnesium silicate, usually formed due to weathering of magnesium silicate rocks. tectonic Pertaining to the forces involved in or the resulting structures of movement in the earth’s crust. tholeiitic A descriptive term for a basalt with little or no olivine. thrust fault A reverse fault or shear that has a low angle inclination to the horizontal. tremolite A grey or white metamorphic mica of the amphibole group, usually occurring as bladed crystals or fibrous aggregates. ultramafic Igneous rocks consisting essentially of ferromagnesian minerals with trace quartz and feldspar. veins A thin infill of a fissure or crack, commonly bearing quartz. volcaniclastics Pertaining to clastic rock containing volcanic material. volcanics Formed or derived from a volcano. zinc A lustrous, blueish-white metallic element used in many alloys including brass and bronze.

54 Prospectus

5. INVESTIGATING ACCOUNTANT’S REPORT

8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9111 www.rsmi.com.au

E-mail: [email protected] Direct line: 08 9261 9447 Direct fax: 08 9261 9120 AJG: NEB

31 August 2009

The Directors Dourado Resources Limited c/o NKH Unit 19, Level 2 Spectrum 100 Railway Road SUBIACO WA 6008

Dear Sirs

Investigating Accountant’s Report

1 Introduction 1.1 This report has been prepared at the request of the directors of Dourado Resources Limited (“Dourado” or “the Company”) for inclusion in a Prospectus to be dated on or about 2 September 2009 relating to the proposed offer of 15,000,000 fully paid ordinary shares in the Company at an issue price of $0.20 per share, together with one attaching option for every one share, to raise $3.0 million and the public listing of the shares of the Company on the Australian Stock Exchange (“ASX”). The Company may accept oversubscriptions of up to a further $2.0 million through the issue of a further 10,000,000 shares. 1.2 The minimum subscription level is 10,000,000 fully paid ordinary shares to raise $2.0 million before capital raising costs. 1.3 This report has been prepared in accordance with the general disclosure requirements of the Corporations Act 2001 to assist investors make an informed assessment of the financial position of Dourado. 1.4 The future prospects of Dourado, other than the preparation of a pro-forma balance sheet of the Company, assuming completion of the proposed transactions, are not addressed in this report. This report also does not address the rights attaching to the shares to be issued pursuant to this Prospectus, nor the risks associated with the investment.

Liability limited by a RSM Bird Cameron Corporate Pty Ltd Major Offices in: RSM Bird Cameron Corporate Pty Ltd is scheme approved under ABN 82 050 508 024 Perth, Sydney, an independent member firm of RSM Professional Standards Licensed Investment Adviser Melbourne, Adelaide International, an affiliation of independent Legislation No 255847 and Canberra accounting and consulting firms.

55 Liability limited by a scheme approved under Professional Standards Legislation 2 Scope of Examination 2.1 You have requested RSM Bird Cameron Corporate Pty Ltd to prepare an Investigating Accountant’s Report on the special purpose financial report comprising: • The Unaudited Balance Sheet of the Company as at 30 June 2009; and • The Pro Forma Unaudited Balance Sheet of the Company as at 30 June 2009, assuming the transactions involved in the capital raising have been completed. 2.2 The financial information has been prepared and presented in accordance with Australian equivalents to International Financial Reporting Standards (A-IFRS). 2.3 Our review has been conducted in accordance with Australian Auditing Standard AUS 902 “Review of Financial Reports”. We made such enquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances including:- • an analytical review of the financial information; • review of the application of accounting standards and policies; • inspection of financial records; and • enquiries of management. 2.4 These procedures were substantially less in scope than that which would be required in an audit examination conducted in accordance with Australian Auditing Standards, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

3 Background 3.1 The Company was incorporated on 14 May 2008 for the purpose of exploring for deposits of gold, copper and uranium mineralisation. Since incorporation the Company has applied to lease, leased or optioned specific mining tenements located in Western Australia and the Northern Territory. 3.2 On incorporation, the Company issued 500,000 shares at $0.0001 each and 250,000 free attaching options exercisable at $0.20 on or before the 30 November 2014 to two parties. A further issue of 1,250,000 shares at $0.04 each and 625,000 free attaching options on the same terms was made by the Company to Ian Black in February 2009. 3.3 Dourado has an interest in six gold projects in the Murchison Mineral Field in Western Australia, comprising 19 tenements, and one gold project in the Northern Territory. The Company also has an interest in two tenements in the Northern Territory prospective for uranium mineralisation. Further details on the current project portfolio are contained in Section 4 of the Prospectus. 3.4 The Company intends to use approximately $1.93 million of the funds raised pursuant to this Prospectus to explore and evaluate the current project portfolio, assuming full subscription. Approximately $0.82 million will be retained as working capital after paying the estimated $0.25 million expenses of the issue.

4 Subsequent Events 4.1 The Company made the following share and option issues on 13 July 2009 under the terms of existing tenement Option Deeds, on exercise of Dourado’s option to purchase the contracted tenement interests: • 20,000,000 shares at $0.01 each and 10,000,000 free attaching options exercisable at $0.20 on or before 30 November 2014, to Whitvista Pty Ltd; • 11,000,000 shares at $0.01 each and 6,500,000 free attaching options on the same terms, to Triumph Mining Pty Ltd; • 2,500,000 shares at $0.01 each and 1,250,000 free attaching options on the same terms, to Red Bluff Nominees Pty Ltd; and

56 Prospectus

• 3,000,000 shares at $0.01 each and 1,500,000 free attaching options on the same terms and 1,375,000 shares at $0.04 each and 687,500 free attaching options on the same terms, to Ian Black. 4.2 Apart from the matters dealt with in this report, having regard to the scope of our work, to the best of our knowledge and belief, no material transactions or events outside the ordinary business of the Company have come to our attention that are not otherwise disclosed in this Prospectus, which require further comment upon or adjustment to, the information referred to in this report, or which would cause the information in this report to be misleading.

5 Review statement on unaudited and pro-forma unaudited financial information 5.1 Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the special purpose financial report set out in the Appendix to this report does not present fairly: • the unaudited balance sheet of the Company as at 30 June 2009; and • the unaudited pro-forma balance sheet of the Company as at 30 June 2009 adjusted to include significant subsequent events between that date and the date of our report, the funds to be raised pursuant to this Prospectus and the completion of the other transactions summarised in Note 1(i) to the financial report.

6 Declaration 6.1 RSM Bird Cameron Corporate Pty Ltd is a licensed investment adviser under the Corporations Act 2001 and is beneficially owned by the directors of RSM Bird Cameron, a large national firm of chartered accountants. 6.2 Mr A J Gilmour CA is a director and authorised representative of RSM Bird Cameron Corporate Pty Ltd and a director of RSM Bird Cameron. He has professional qualifications and experience appropriate to the advice offered. 6.3 RSM Bird Cameron Corporate Pty Ltd has acted as Investigating Accountant for the Company but has not been involved in the preparation of any other part of this Prospectus. Accordingly, we make no representations as to the completeness and accuracy of the information in any other part of this Prospectus. RSM Bird Cameron Corporate Pty Ltd has not made and will not make any recommendation, through the issue of this report, to potential investors in the Company as to the merits of the investment. 6.4 RSM Bird Cameron Corporate Pty Ltd will receive a fee for the preparation of this report based on actual hours spent on the assignment at normal professional rates. RSM Bird Cameron Partners are the auditors of the Company and will receive professional fees in relation to the statutory audit of the Company. With the exception of the above fees, neither Mr A J Gilmour, RSM Bird Cameron Corporate Pty Ltd nor RSM Bird Cameron Partners will receive any other benefits, either directly or indirectly, from the preparation of this report and have no pecuniary or other interest which could be regarded as affecting the ability to provide an unbiased opinion in relation to the proposed transaction. 6.5 RSM Bird Cameron Corporate Pty Ltd has consented to the inclusion of this report in the Prospectus in the form and context in which it appears. At the date of this report, this consent has not been withdrawn. Yours faithfully

A J GILMOUR Director

57 APPENDIX DOURADO RESOURCES LIMITED BALANCE SHEETS AS AT 30 JUNE 2009

Unaudited Unaudited Subsequent Pro-forma Pro-forma 30 June Events Adjustments 30 June 2009 2009 Note $$$$

CURRENT ASSETS Cash and cash equivalents 2,7______17,590 ______– ______2,750,000 ______2,767,590 TOTAL CURRENT ASSETS ______17,590 ______– ______2,750,000 ______2,767,590

NON CURRENT ASSETS Mineral Exploration and Evaluation Expenditure 3 12,688 420,000 – 432,688 ______TOTAL NON CURRENT ASSETS ______12,688 ______420,000 ______– ______432,688 ______TOTAL ASSETS ______30,278 ______420,000 ______2,750,000 ______3,200,278

CURRENT LIABILITIES Payables 4______125 ______– ______– ______125 TOTAL CURRENT LIABILITIES ______125 ______– ______– ______125 ______TOTAL LIABILITIES ______125 ______– ______– ______125

______NET ASSETS 30,153 420,000 2,750,000 3,200,153 ______

EQUITY Contributed equity 5 50,050 420,000 2,750,000 3,220,050 Share-based payments reserve 6 –––– Accumulated loss ______(19,897) ______– ______– ______(19,897) TOTAL EQUITY 30,153 420,000 2,750,000 3,200,153 ______

The pro-forma balance sheet represents the unaudited balance sheet as at 30 June 2009 adjusted for the subsequent events outlined in section 4 of this report and the pro-forma transactions outlined in Note 1(i) relating to the issue of shares pursuant to this Prospectus. The balance sheets should be read in conjunction with the notes to and forming part of the financial report.

58 Prospectus

APPENDIX DOURADO RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL REPORT AS AT 30 JUNE 2009

1. Summary of Significant Accounting Policies The significant accounting policies that have been adopted in the preparation of this special purpose financial report are:

a. Basis of Preparation The special purpose financial report has been prepared in accordance with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS), and other mandatory professional reporting requirements in Australia except that some of the disclosure requirements under Accounting Standards have not been included where the information that would be disclosed is not considered relevant or material to potential investors. The financial report has been prepared using the accrual basis of accounting and is based on historical cost and does not take account of changing money values or, except where stated, current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.

b. Mineral Exploration and Evaluation Expenditure Mining Tenements are carried at cost, less accumulated impairment losses. Mineral exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area of interest or sale of that area of interest, or where exploration and evaluation activities have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in or in relation to, the area of interest are continuing. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

c. Goods and Services Tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the balance sheet.

59 APPENDIX DOURADO RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL REPORT AS AT 30 JUNE 2009

1. Summary of Significant Accounting Policies (cont.)

d. Impairment of Assets At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. 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 for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.

e. Share-Based Payments The fair value determined at the grant date of equity-settled share-based payments is treated as the cost of assets acquired or expensed on a straight-line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest. Vesting is not conditional upon a market condition. No asset or expense is recognised for share-based payments that do not vest. For cash-settled share-based payments, a liability equal to the portion of the goods or services received is recognised at the current fair value determined at each reporting date.

60 Prospectus

APPENDIX DOURADO RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL REPORT AS AT 30 JUNE 2009

1. Summary of Significant Accounting Policies (cont.)

f. Income Tax The income tax expense (revenue) for the period comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to the profit of loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the period as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited directly to equity instead of profit or loss when the tax related to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantially enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

g. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and deposits held at call with banks.

h. Critical Accounting Estimates and Other Accounting Judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company is of the view that there are no critical accounting estimates and judgements in this financial report, other than accounting estimates and judgements in relation to the carrying value of mineral exploration expenditure.

61 APPENDIX DOURADO RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL REPORT AS AT 30 JUNE 2009

1. Summary of Significant Accounting Policies (cont.)

h. Critical Accounting Estimates and Other Accounting Judgements (cont.) Key Estimates – Impairment The Company assesses impairment at each reporting date by evaluating conditions specific to the company that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

i. Pro-Forma Balance Sheet The unaudited pro-forma balance sheet of the Company has been included for illustrative purposes only. The unaudited pro-forma balance sheet as at 30 June 2009 has been prepared by adjusting the unaudited balance sheet to reflect significant subsequent events as outlined in section 4 of our report and the financial effects of the following transactions as if they had occurred at 30 June 2009: i) the issue of 15,000,000 ordinary fully paid shares at 20 cents each to raise $3,000,000 capital pursuant to this Prospectus; ii) provision for estimated costs of $250,000 associated with the capital raising has been set off against contributed equity; and iii) the issue of 15,000,000 free attaching share options exercisable at $0.20 each on or before 30 November 2014.

Unaudited Unaudited Pro-forma 30 June 2009 30 June 2009 $$

2. Cash Cash at bank (Note 7) ______17,590 ______2,767,590

3. Mineral Exploration and Evaluation Expenditure Mineral exploration and evaluation expenditure at cost______12,688 ______432,688

4. Payables Loan account – MPM Contracting ______125 ______125

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APPENDIX DOURADO RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL REPORT AS AT 30 JUNE 2009

5. Share Capital

Number of Unaudited Shares Pro-forma $

On Incorporation (14 May 2008) 500,000 50 Seed Capital 1,250,000 50,000 ______Unaudited balance at 30 June 2009 1,750,000 50,050

Project Acquisitions 37,875,000 420,000 ______Unaudited balance at date of this report 39,625,000 470,050

Fully paid ordinary shares issued pursuant to this Prospectus at 20 cents each (Note 1(i)(i)) 15,000,000 3,000,000 Costs associated with the share issue pursuant to this prospectus (Note 1 (i)(ii)) – (250,000) ______

Unaudited pro-forma balance ______54,625,000 ______3,220,050

The minimum subscription is 10,000,000 fully paid ordinary shares to raise $2,000,000 with estimated costs associated with this share issue totalling $200,000. In this situation the cash at bank balance and contributed equity would decrease by $950,000 and the total number of shares on issue would be 49,625,000.

The Prospectus has provision to accept oversubscriptions of up to a further 10,000,000 shares to raise up to a further $2,000,000. In this situation the costs associated with the share issue are expected to increase to approximately $350,000, the cash at bank balance and contributed equity would therefore rise by $1,900,000 and the total number of shares on issue would be 64,625,000.

63 APPENDIX DOURADO RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL REPORT AS AT 30 JUNE 2009

6. Share-Based Payments Reserve

Number of Unaudited Options Pro-forma $

On Incorporation (14 May 2008) – free-attaching options 250,000 – Seed Capital – free-attaching options 625,000 – ______Unaudited balance at 30 June 2009 875,000 –

Project Acquisition – free-attaching options 18,937,500 – ______Unaudited balance at date of this report 19,812,500 –

Share options issued pursuant to this Prospectus (Note 1(i)(iii)) – free-attaching options 15,000,000 – ______Unaudited pro-forma balance 34,812,500 – ______

All share options are exercisable at 20 cents on or before 30 November 2014.

7. Reconciliation of Cash

Unaudited Pro-forma 30 June 2009 $ Note

Cash at Bank as at 30 June 2009 2 17,590 Funds raised pursuant to the Prospectus 1(i)(i) 3,000,000 Capital raising costs 1(i)(ii) (250,000) ______2,767,590 ______

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APPENDIX DOURADO RESOURCES LIMITED NOTES TO AND FORMING PART OF THE FINANCIAL REPORT AS AT 30 JUNE 2009

8. Related Party Disclosure (a) The Directors of Dourado at the date of this report are Mr. Emilio Pietro Del Fante, Mr. Daryl Smith, Mr. Brian Maston and Ms. Arlene Mendoza.

(b) Directors’ holdings of shares, directors’ remuneration and other directors’ interests are set out in Section 9 of the Prospectus.

9. Commitments Dourado has budgeted $0.855 million for exploration expenditure in year 1 and $1.079 million in year 2, assuming full subscription to the Prospectus. However, it is at Dourado’s option as to whether the expenditure is incurred.

Expenditure commitments for granted tenement licences total $26,000 per annum.

Expenditure commitments if all tenement licences currently under application were granted would total approximately $0.7 million per annum.

10. Contingent Liabilities Further details are set out in the Independent Solicitors Report in Section 6 of the Prospectus.

65 6. SOLICITOR’S REPORT ON MINING TENEMENTS

PHONE (618) 9221 6733 | FAX (618) 9221 6744 | ABN 83 662 050 668

POSTAL ADDRESS PO Box Z5433 St Georges Tce Perth WA 6831 ADDRESS Level 24, St Martin’s Tower, 44 St Georges Tce Perth WA 6000

2 September 2009

The Directors Dourado Resources Limited Level 2 Spectrum 100 Railway Road SUBIACO WA 6008

Dear Sirs

Solicitors’ Report on Mining Tenements Dourado Resources Limited (ACN 131 090 947)

This report has been prepared for inclusion in the prospectus to be issued by Dourado Resources Limited (“the Company”) dated on or about 2 September 2009 to raise up to $3,000,000 (“the Prospectus”). The offer in the Prospectus comprises the issue by the Company of up to 15,000,000 fully paid ordinary shares at $0.20 each, together with one attaching option for every one share issued, with the provision to accept oversubscriptions of up to 10,000,000 shares and 10,00,000 attaching options to raise a further $2,000,000.

We have been requested to report on the mining tenement interests to which the Company is entitled to or has acquired rights (“the Tenements”). Details of these mining tenement interests are listed in the attached Schedule of Tenements (“the Schedule”) which, together with the notes to the Schedule (“the Notes”) forms part of this report.

The Tenements are located in Western Australia and the Northern Territory and are identified in the Schedule.

1. Searches We conducted searches of the Tenements listed in the Schedule in the registers maintained by the Western Australian Department of Mines and Petroleum (“DMP”) on 14 July 2009 and the Northern Territory Department of Primary Industry, Fisheries and Mines (“DPIFM”) on 15 July 2009. We have also undertaken native title quick appraisal searches of DMP’s and DPIFM’s electronic registers and cross checked those against the National Native Title Tribunal's (“NNTT”) electronic register in relation to the Tenements as at 14 July 2009.

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As a result of those searches and our perusal of the material contracts set out in the Summary of Material Contracts (“the Agreements”), we consider this report provides an accurate statement, as at the date of the respective searches, as to the status of the Tenements and the interests of the Company in those Tenements. We have assumed the information in the registers maintained by DMP, DPIFM and NNTT is accurate. The references in the Schedule to the areas of the Tenements are taken from details shown on DMP’s, DPIFM’s and NNTT's electronic registers. No survey was conducted to verify the accuracy of Tenement areas.

We have further assumed that the various parties’ seals and signatures on all the Agreements are authentic, and that the Agreements are and were within the capacity and powers of those who executed them. We assume that all of the Agreements were validly authorised, executed and delivered by and are binding on the parties to them and comprise the entire agreements of the parties to each of them concerning their respective subject matters.

2. General Information about Mining Tenements 2.1 Western Australia

(a) Mining Lease (“ML”) A ML gives the holder the exclusive right to find, extract and dispose of any minerals on the land the subject of that ML. The maximum area over which a ML may be granted must not exceed 10 square kilometres. A ML remains in force for a period of 21 years from the date of grant, the holder has an option to renew for another 21 years on expiry and further renewals are possible under the Mining Act 1978 (WA) (“Mining Act”). The holder of a ML must obtain ministerial consent in order to assign, sublet or part with possession of the ML. The Company has acquired an interest in ML 51/322. Details of the above ML are set out in the Schedule and the Agreements.

(b) Mining Lease Application (“MLA”) A MLA does not constitute a lease while the application is pending grant, however the applicant has a statutory entitlement to certain rights. A grant may take a considerable amount of time due to the Minister having to comply with the law relating to native title. This process is outlined in section 5 and 6 of this report.

The Company has acquired an interest in the following MLA’s: MLA 21/126; MLA 51/550; MLA 51/583; MLA 51/588; MLA 51/633; and MLA 51/634.

Details of the above tenements are set out in the Schedule and the Agreements.

(c) Exploration Licence (“EL”) An EL remains in force for 5 years from the date of grant with the possibility of renewal by the Minister in certain circumstances. An EL must not be granted in respect of an area which is greater than 70 blocks, unless otherwise designated by the Minister. The holder of an EL is required to expend certain amounts upon exploration activities during the term with failure to do this leading to possible forfeiture of the licence.

67 The holder of an EL has, subject to the Mining Act, the right to apply for and to have granted a ML over the land the subject of the EL.

The Company does not have an interest in any EL.

(d) Exploration Licence Application (“ELA”) If an ELA is successful the Minister will grant an EL to the applicant. An ELA gives the applicant no title to land or any exclusive rights relating to the land the subject of the application. For there to be a valid grant the procedures outlined in section 5 and 6 below must have been followed. Once an EL has been granted it cannot be transferred during the first year of the term of the license without the tenement holder obtaining ministerial consent.

The Company has acquired an interest in the following ELA’s: ELA 51/1185; ELA 51/1186; ELA 51/1187; ELA 51/1213; ELA 51/1214; ELA 51/1215; and ELA 51/1325.

Details of the above tenements are set out in the Schedule and the Agreements.

(e) Prospecting Licence (“PL”) A PL remains in force for 4 years and can be extended for a further 4 years. Pursuant to the Mining Act the holder a PL has a right to apply for and have granted a mining lease over any of the land the subject of the PL, subject to the Mining Act and the conditions of the licence. The holder must make an application for conversion prior to the expiry of the PL.

The Company has acquired an interest in the following PL’s: PL 21/549; PL 21/589; PL 58/1376; and PL 58/1343.

Details of the above tenements above are set out in the Schedule and the Agreements.

(f) Prospecting License Application (“PLA”) If a PLA is successful then the Minster will grant a PL to the applicant. A PLA gives the applicant no title to land or any exclusive rights relating to the land the subject of the application. For there to be a valid grant the native title procedures outlined in section 5 and 6 below must have been followed.

The Company has acquired an interest in PLA 51/2619.

Details of the above PLA are set out in the Schedule and the Agreements.

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2.2 Northern Territory

(a) Mineral Lease (“ML”) A ML gives the holder the exclusive right to mine for and treat tailings of the minerals specified in the ML on the land the subject of that ML. A ML remains in force for the period specified in the ML from the date of grant, the holder may renew the term for a maximum of 25 years under the Mining Act 1980 (NT) (“NT Mining Act”). All ML’s are subject to conditions considered standard throughout the mining industry in Australia. The Company has no interest in any ML.

(b) Mining Lease Application (“MLA”) A MLA does not constitute a lease while the application is pending grant. The applicant may not conduct any exploration or mining on the land the subject of the MLA except for the conduct of a survey however where the applicant remains the holder of an underlying exploration licence, work can still be conducted on that licence area. A grant may often take a considerable amount of time with the discretion to grant being vested in the Minister responsible for the administration of the NT Mining Act. The Minister must consider the recommendation of the Mining Warden when considering whether or not to grant and ML over the land covered by the MLA but will still maintain his or her discretion. The Company has no interest in any MLA.

(c) Exploration Licence (“EL”) An EL authorises the holder to enter onto the area covered by the EL with any necessary equipment for the purposes of exploring the area covered by that EL. An EL permits exploration for minerals and the undertaking of operations connected to such exploration, the holder of an EL may also extract and collect samples from that EL. Under the NT Mining Act an EL must be reduced in size after the first 24 months and then at 12 month intervals after that, generally an EL must be reduced by 50% at a time though the Minister, on application, can waive this reduction. All EL’s are subject to conditions considered standard throughout the mining industry in Australia. The Company has no interest in any EL.

(d) Exploration Licence Application (“ELA”) If an ELA is successful then the Minister will grant an EL to the applicant. An ELA gives the applicant no title to land or any exclusive rights relating to the land the subject of the application. The power to grant is vested in the Minister and he or she has the discretion to grant and may also impose conditions. The Minister may only grant an EL if the native title process described below has been complied with.

The Company has acquired an interest in the following ELA’s: ELA 26283; and ELA 26284.

Details of the above tenements are set out in the Schedule and the Agreements.

69 3. Australian Government Regulation and Policy Uranium mining in Australia is subject to extensive regulation by state and federal governments in relation to exploration, development, production, exports, taxes and royalties, labour standards occupational health, waste disposal, protection and rehabilitation of the environment, mine reclamation, mine safety, toxic and radioactive substances, native title and other matters. Compliance with such laws and regulations will increase the costs of exploring, drilling, developing, constructing, operating and closing mines and other production facilities. The Federal Government currently permits the mining and export of uranium under strict conditions and international agreements. The export of uranium is tightly controlled by the Federal Government through its licensing process and Australian uranium can only be exported to those countries who undertake to use it for peaceful purposes. Further, under the Atomic Energy Act 1953 (Cth) any person who discovers uranium must report that discovery to the Commonwealth Minister within one month whereupon the Minister may request further particulars of such discovery. The Commonwealth Minister may take possession of that uranium subject to the payment of compensation. There is currently no legislation that expressly prohibits uranium mining in Western Australia and uranium is considered a ‘mineral’ under the Mining Act. However, the current State policy in Western Australia opposes uranium mining. Whilst the Company is not restricted from exploration and evaluation of its uranium deposits in Western Australia, the development of the uranium deposits are contingent upon the support of Western Australia State Government in relation to uranium production. There can be no assurance that the policy will change in the future and this may adversely affect the long-term prospects of the Company. Under the Atomic Act and the Northern Territory (Self Government) Regulations 1978 (“the NT Regulations”), the federal government has specifically reserved its powers on uranium mining in the Northern Territory. The NT Mining Act deals with title approvals, such as for exploration and mining. Pursuant to the NT Mining Act, the Minister must consult with the Australian Government Minister for Industry, Tourism and Resources before granting any mining titles that relate to uranium. We do not express any opinion on the current or future policy of either the state or federal governments having jurisdiction over the Tenements

4. Aboriginal Sites The Tenements are subject to the provisions of the Northern Territory Aboriginal Sacred Sites Act (NT) (“NT Sacred Sites Act”), the Aboriginal Heritage Act 1972 Western Australia (“WA Heritage Act”) and Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (the “Commonwealth Heritage Act”). The Tenements may contain Aboriginal Sacred Sites. Sacred sites are sites that are sacred to Aboriginals or otherwise of significance according to Aboriginal tradition, and include any land that, under a law of the NT, is declared to be sacred to Aboriginals or of significance according to Aboriginal tradition.

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The NT Sacred Sites Act protects sacred sites in the NT and will apply to those tenements in the NT. Any explorer or miner is required to work within the sacred site protection regime created by this legislation being the Aboriginal Areas Protection Authority (“AAPA”) prior to any relevant ground disturbance. It is common practice for the relevant land council to also become involved. There will undoubtedly be sacred sites in respect of the tenure and there may be some sites registered on the Register kept under the NT Sacred Sites Act. Inspecting the Register does nothing more than indicate that some sacred sites have been registered. The only definitive method of investigating the possibility of the existence, location and extent of sites is for there to be a specific sacred site survey undertaken taking into account the proposed activities on the land. It should be recognised that some custodians of sacred sites will only reveal the existence of a site if they believe that the site may be threatened by the proposed activity and it is therefore essential that the details of any proposed activity which generates the need for the survey encompasses the most likely greatest impact on the land if exploration is successful and a mine eventuates. The WA Heritage Act applies to all of the Tenements located in Western Australia and makes it an offence, among other things, to alter or damage an Aboriginal site or an object on or under an Aboriginal site. An Aboriginal site is defined to include any sacred, ritual or ceremonial sites which are of importance and special significance to persons of Aboriginal descent. There is no requirement or need for an Aboriginal site to be registered in any public manner or, indeed, to be in any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the purposes of the WA Heritage Act. The provisions of the Commonwealth Heritage Act may also apply to the Tenements. This Act contains provisions designed to preserve and protect from injury or desecration areas and objects which are of particular significance to Aboriginal people in accordance with Aboriginal tradition. An area or object is found to be desecrated if it is used or treated in a manner inconsistent with Aboriginal tradition. The Company must ensure that any interference with such sites is in strict conformity with the provisions of the Commonwealth Heritage Act, the WA Heritage Act and the NT Sacred Sites Act. We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that an Aboriginal site attracting the provisions of the Commonwealth Heritage Act, the WA Heritage Act or the NT Sacred Site Act is located on the Tenements.

5. Native Title Legislation Judicial recognition of native title at common law occurred in Mabo -v- Queensland (No 2) (Mabo), a decision of the High Court of Australia on 3 June 1992. Generally native title rights to land will be recognised where: (a) the claimants can establish that they have maintained a continuous connection with the land in accordance with their traditional laws and customs since British settlement in 1788; and (b) the native title rights have not been lawfully extinguished. The High Court held in Mabo that native title rights can be lawfully extinguished by certain government legislation and executive actions which are not inconsistent with native title. In order for extinguishment to be lawful the extinguishment must comply with the obligations imposed by the Racial Discrimination Act 1975 (Cth).

71 After Mabo, considerable uncertainties existed about the validity of proprietary rights in Australia, including mining tenements. To address those uncertainties the Commonwealth Parliament responded by passing the Commonwealth Native Title Act 1993 (Cth) (“NTA”). The NTA commenced on January 1994 and was substantially amended in 1998 in response to the decision of the High Court in Wik v Queensland. The Wik case recognised that the granting of a pastoral lease did not necessarily extinguish all native title rights, some of which could co-exist with the rights under a pastoral lease. In summary the NTA: (a) provides for recognition and protection of native title; (b) sets up mechanisms for determining claims for native title such as the “right to negotiate” which allows native title claimants to be consulted in relation to certain mining and other developments; (c) make valid certain “past acts” which would otherwise be invalidated because of native title; (d) establish ways in which “future acts” (eg the granting of mining tenement applications and converting exploration licences and prospecting licences to mining leases) affecting native title may proceed and how native title rights are protected, including rights to compensation; and (e) provides a process by which claims for native title and compensation can be determined. The Western Australian Parliament passed its own legislation, the Land (Title and Traditional Usage) Act 1993 (“WA Act”) prior to the Commonwealth Act. On 16 March 1995 the High Court found that the WA Act was invalid, which means that Western Australia must comply with the Commonwealth Act. The High Court decision of Ward v Western Australia and South Australia (2002) HCA 28 (8 August 2002) established that where tenure such as a pastoral lease is granted, native title is extinguished to the extent that it is inconsistent with the rights conferred by the pastoral lease.

6. Native Title Claims Persons claiming to hold native title may lodge an application for determination of native title with the Federal Court. Once a native title claim has been lodged, the Court will refer the application to the Native Title Registrar. The Native Title Registrar must determine whether the claim meets certain conditions concerning the merits of the claim, and certain procedural and other requirements set out by the NTA. If the Native Title Registrar is satisfied the lodged claim meets the registration requirements set out in the Commonwealth Act ("Registration Test”) it will be entered on the Register of Native Title Claims maintained by the National Native Title Tribunal (“Register”). Claimants of registered claims are afforded certain procedural rights under the Commonwealth Act including the “right to negotiate”. Claims which fail to meet the Registration Test are recorded on the Tribunal’s 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. Existing pastoral leases on land the subject of the Tenements extinguish the right of native title claimants to control the land, restrict access to the land and require permission for acts to be done. Where the Tenements relate to land which is currently the subject of a determined native title claim, the determination may provide that, in respect of the determination area there is no native title right or interest in minerals as defined by the Mining Act.

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We have not undertaken the considerable historical, anthropological and ethnographic work that would be required to determine the likelihood that the native title determination may be challenged, or the possibility of any further claims being made in the future.

7. Validity of the Tenements (a) Tenements granted prior to 1 January 1994 The NTA permits a State to validate ‘past acts’. Under the NTA mining tenements granted prior to 1 January 1994 are deemed to be valid. With respect to the Tenements that were granted prior to 1 January 1994, native title (if any exists) has been suspended by their grant. To the extent that the exercise of native title rights and interests is inconsistent with the exercise of the rights conferred by those Tenements, the rights under each particular Tenement will have priority for the term of the relevant grant. ML 51/322 was granted on 25 August 1989 and PL 21/549 was granted on 26 October 1993.

(b) Tenements granted between 1 January 1994 and 23 December 1996 Some State Governments granted some mining tenements during the period between 1 January 1994 and 23 December 1996 without complying with the requirements of the NTA. Accordingly, there is a risk that some tenements granted in this period may be invalid as a result of non compliance with the NTA. This risk has been removed by the 1998 amendments to the NTA and corresponding state legislation so far as the Tenements were granted over land which is the subject of a pastoral lease or other prescribed leasehold land. PL 21/589 was granted on 22 February 1996.

(c) Tenements granted since 23 December 1996 Mining Tenements granted since 23 December 1996 which affect native title rights and interests will be valid provided that the future act procedures set out in (d) below were followed by the relevant parties. We have not been instructed to analyse whether or not the relevant NTA procedures were followed in relation to each Tenement, but are not aware of any reason why they would be regarded as not being validly granted. PL 58/1343 was granted on 13 April 2007 and PL 58/1376 was granted on 9 June 2009.

(d) Future Tenement Grants The valid grant of any mining tenement which may affect native title requires full compliance with the provisions of the NTA in addition to compliance with the usual procedures under the relevant State or Territory mining legislation. The primary procedure prescribed under the NTA is the “right to negotiate” process. The right to negotiate process involves the publishing or advertising of a notice of the proposed grant of a tenement followed by a 6 month period of negotiation between the State or Territory Government, the tenement applicant and the relevant registered native title claimant. If agreement is not reached to enable the grant to occur, the matter may be referred to arbitration before the National Native Title Tribunal (“NNTT”), which has a further 6 months to reach a decision. The decision of the NNTT may be reviewed by the relevant Federal Minister.

73 The right to negotiate process is not required to be followed in respect of a proposed future act in instances where the expedited procedure applies. Under the NTA, a future act is an act attracting the expedited procedure if: (i) the act is not to interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land; (ii) the act is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of the native title in relation to the land; and (iii) the act is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land. When the proposed future act is considered to be one that attracts the expedited procedure, persons have until 3 months after the notification date to take steps to become a native title party in relation to the relevant act (for example the proposed granting of an exploration licence). The future act may be done unless, within four months after the notification day, a native title party lodges an objection with the NNTT against the inclusion of a statement that the proposed future act is an act attracting the expedited procedure. If there are no objections lodged within the four month period, the act may be done. If one or more native title parties object to the statement, the NNTT must determine whether the act is an act attracting the expedited procedure. If the NNTT determines that it is, the Territory may do the future act (i.e. grant an exploration licence). Further, the right to negotiate process does not have to be pursued in cases where an indigenous land use agreement (“ILUA”) is negotiated with the relevant Aboriginal people and registered with the NNTT. In such cases, the procedures prescribed by the ILUA must be followed to obtain the valid grant of the tenement. These procedures will vary depending on the terms of the ILUA.

8. Renewals and Extensions of Tenements As with the granting of mining tenements, renewals and extensions of mining tenements granted prior to 1 January 1994, to the extent the renewals were invalid due to native title, have been validated by legislation. Renewals of mining tenements granted between 1 January 1994 and 23 December 1996 have been similarly validated provided certain statutory criteria have been met. Renewals made after 23 December 1996 of tenements validly granted before that date will not be subject to the right to negotiate process provided: (a) the area to which the earlier right is made is not extended; (b) the term of the new right is not longer than the term of the earlier right; and (c) the rights to be created are not greater than the rights conferred by the earlier grant. There is doubt as to whether the right to negotiate process applies to second and subsequent renewals but this matter is yet to be determined by the Courts. Other than as stated above, renewals of mining tenements are subject to the same right to negotiate process as is described in 7 (d) above.

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9. Material Contracts Which Affect the Tenements Set out below is a summary of the contracts to which the Company is a party which affect the tenements and that may be material in terms of the Offer for the operation of business of the Company or otherwise may be relevant to a potential investor in the Company. The whole of the provisions of the agreements are not repeated in this Prospectus and any intending Applicant who wishes to gain full knowledge of the content of the material contracts should inspect the same at the registered office of Company.

9.1 Option Deed between the Company and Triumph Mining Pty (“Triumph Option Agreement”) The Company entered into an Option Agreement on or about 5 August 2008 with Triumph Mining Pty Ltd (“Triumph”), as amended by a deed of variation dated 10 July 2009. In the Triumph Option Agreement, Triumph grants to the Company an option to purchase a 100% legal and beneficial interest in the following mining tenements (“Option”): (a) ELA51/1185; (b) ELA51/1186; (c) ELA51/1187; (d) ELA51/1213; (e) ELA51/1214; (f) ELA51/1215; (g) ELA51/1325; (h) MLA51/633; (i) MLA 51/634 (j) ML51/322; (k) MLA51/583. (together the “Tenements”) In consideration for the granting of the Option, the Company will issue to Triumph eleven million (11,000,000) fully paid ordinary shares in the Company and five million five hundred thousand (5,500,000) options to acquire ordinary shares in the Company exercisable at $0.20 on or before 30 November 2014 within 30 days of the exercise of the Option. Settlement of the Triumph Option Agreement is to occur on the business day after ASX advises the Company in writing that the Company will be admitted to the Official List of ASX. At settlement: (a) Triumph will transfer the Tenements to the Company; and (b) the Company will pay one hundred thousand dollars ($100,000) to Triumph. A condition precedent to settlement is that the Company be admitted to the Official List of ASX within six months after the date when the notice of exercise of the Option is received by Triumph. The Company will pay to Triumph a monthly royalty of $1.00 per tonne of gold bearing ore extracted from M51/322 and MLA51/583 in excess of one gram of gold per tonne. The Company’s interest in the Tenements include the right and entitlement to prospect, explore, mine and develop all minerals comprising the Tenements, excepting manganese and iron. The deed otherwise contains terms and conditions considered standard for this type of agreement. As at 14 July 2009 the Company has provided us with confirmation that the option under the Triumph Option Agreement has been exercised.

75 9.2 Royalty Assignment Deed On 1 October 2008, the Company entered into a deed of assignment and assumption with Triumph, Plutonic Operations Limited and Royal Gold, Inc. (“Royalty Assignment Deed”). Pursuant to the Royalty Assignment Deed, Triumph agreed to assign and the Company agreed to assume a royalty payable in respect of all ore won from ML 51/322 (“Royalty”) after 10,000 ounces of Gold are won from ML51/322 with effect on and from the settlement of the exercise of the Option granted pursuant to the Triumph Option Agreement. The Royalty is payable by the Company to Royal Gold, Inc. in an amount of $1 per tonne of ore extracted. The Royalty arose pursuant to a deed of settlement between the previous holders of ML 51/322 and Plutonic Operations Limited dated 26 June 1998. The benefit of the Royalty was subsequently assigned to Royal Gold, Inc. The terms of the Royalty require any subsequent holder of ML 51/322 to assume the obligation to pay the Royalty prior to any transfer of ML 51/322 taking effect.

9.3 Option Deed Between the Company and Ian Adair Black (“The Black Option Agreement”) The Company entered into an Option Agreement on or about 15 September 2008 with Ian Adair Black (“Black”), as amended by a deed of variation dated 10 July 2009. In the Black Option Agreement, Black grants to the Company an option to purchase (“Option”) an interest in the following mining tenements: (i) P58/1343; (ii) PLA58/1376; (iii) PL21/549; (iv) PL21/589; and (v) MLA21/126. (together the “Tenements”) In consideration for the granting of the Option, the Company will issue to Black four million three hundred and seventy five thousand (4,375,000) fully paid ordinary shares in the Company and two million one hundred and eighty seven thousand five hundred (2,187,500) options to acquire ordinary shares in the Company exercisable at $0.20 on or before 30 November 2014 within 30 days of the exercise of the Option. At settlement: (a) Black will transfer the Tenements to the Company; and (b) the Company will pay one dollar ($1) to Black. The Company’s interest in the Tenements include the right and entitlement to prospect, explore, mine and develop all minerals comprising the mining interests, excepting manganese and iron. Settlement of the Black Option Agreement is to occur on the business day after ASX advises the Company in writing that the Company will be admitted to the Official List of ASX. A condition precedent to settlement is that the Company be admitted to the Official List of ASX within six months after the date when the notice of exercise of the Option is received by Black. The deed otherwise contains terms and conditions considered standard for this type of agreement. As at 14 July 2009 the Company has provided us with confirmation that the option under the Black Option Agreement has been exercised.

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9.4 Option Deed Entered into Between the Company and Whitvista Pty Ltd (“The Whitvista Option Agreement”) The Company entered into an Option Deed on or about 5 August 2008 with Whitvista (“Whitvista”), as amended by a deed of variation dated 10 July 2009. In the Whitvista Option Agreement, Whitvista grants to the Company an option to purchase a 100% legal and beneficial interest in the following mining tenements (“Option”): (a) ELA26283; and (b) ELA26284. (together the “Tenements”) In consideration for the granting of the Option, the Company will issue to Whitvista twenty million (20,000,000) fully paid ordinary shares in the Company and ten million (10,000,000) options to acquire ordinary shares in the Company exercisable at $0.20 on or before 30 November 2014 within 30 days of the exercise of the Option. Settlement of the Whitvista Option Agreement is to occur on the business day after ASX advises the Company in writing that the Company will be admitted to the Official List of ASX. At settlement: (a) Whitvista will transfer the Tenements to the Company; and (b) the Company will pay fifty thousand dollars ($50,000) to Whitvista. A Condition Precedent to settlement is that the Company be admitted to the Official List of ASX within six (6) months after the date when the notice of exercise of the Option is received by Whitvista. The Company’s interest in the Tenements include the right and entitlement to prospect, explore, mine and develop all minerals comprising the Tenements, except for manganese and iron. The deed otherwise contains terms and conditions considered standard for this type of agreement. As at 14 July 2009 the Company has provided us with confirmation that the option under the Whitvista Option Agreement has been exercised.

9.5 Option Deed Entered into Between the Company and Red Bluff Nominees Pty Ltd (“The Red Bluff Option Agreement”) The Company entered into an Option Deed on or about 5 August 2008 with Red Bluff Nominees Pty Ltd (“Red Bluff”), as amended by a deed of variation dated 10 July 2009. In the Red Bluff Option Agreement, Red Bluff grants to the Company an option to purchase a 100% legal and beneficial interest in the following mining tenements (“Option”): (a) MLA51/550; and (b) MLA51/588 (together the “Tenements"). In consideration for the granting of the Option, the Company will issue to Red Bluff two million five hundred thousand (2,500,000) fully paid ordinary shares in the Company and one million two hundred and fifty thousand (1,250,000) options to acquire ordinary shares in the Company exercisable at $0.20 on or before 30 November 2014 within 30 days of the exercise of the Option. Settlement of the Red Bluff Option Agreement is to occur on the business day after ASX advises the Company in writing that the Company will be admitted to the Official List of ASX.

77 At settlement: (a) Red Bluff will transfer the Tenements to the Company; and (b) the Company will pay one dollar ($1) to Red Bluff. A condition precedent to settlement is that the Company be admitted to the Official List of ASX within six months after the date when the notice of exercise of the Option is received by Red Bluff. The deed otherwise contains terms and conditions considered standard for this type of agreement. As at 14 July 2009 the Company has provided us with confirmation that the option under the Red Bluff Option Agreement has been exercised.

9.6 Sale and Purchase Agreement Between St Barbara Mines Limited and Red Bluff Nominees Pty Ltd (“the Sale Agreement”) On or about August 2004 St Barbara Mines Limited (“St Barbara”) and Red Bluff Nominees Pty Ltd (“Red Bluff”) entered into a Sale and Purchase Agreement in respect of the following tenement applications: (a) MLA51/550; and (b) MLA51/588, (together “the Tenements”). Red Bluff will pay $100 to St Barbara in consideration of St Barbara transferring to Red Bluff the beneficial ownership of the Tenements and upon their grant St Barbara will assign its legal interest in the Tenements to Red Bluff. Red Bluff will pay to St Barbara a royalty in respect of each tonne of ore extracted from the Tenements during the period of mining operations on the Tenements. Red Bluff may not assign, transfer or encumber any or all of its interest in the Tenements without first making an offer to St Barbara for the same consideration as Red Bluff has been offered by a third party (“Tenement Offer”). If St Barbara fails to accept the Tenement Offer St Barbara may only assign either or both of the Tenements to a third party if the proposed assignee entered into a Deed of Covenant with St Barbara to observe all of Red Bluff’s obligations under this Agreement including the payment of the royalty to St Barbara. During the period upon which mining operations are conducted on the Tenements Red Bluff must: (a) apply for all necessary permits, licenses and approvals; (b) comply with applicable Federal, State and Local laws and regulations; (c) prepare and file all required reports and notices; and (d) do all things necessary to keep and maintain the Tenements in good standing (“the Required Action”). If Red Bluff fails to take the Required Action and St Barbara believes that either of the Tenements are liable to be forfeited due to a reasonably anticipated failure by Red Bluff to take the Required Action, St Barbara may give notice to Red Bluff to take the Required Action or any other action required to ensure the Tenements remain in good standing. If Red Bluff fails to comply with this notice Red Bluff is deemed to offer to sell the Tenements to St Barbara at a price of $100 on and from the last date for compliance. Other terms and conditions contained in this agreement are considered standard for this type of agreement.

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9.7 Deed of Assignment and Covenant between St Barbara Mines Ltd and Red Bluff Nominees Pty Ltd and Dourado Resources Pty Ltd (“Deed of Assignment”) On or around 18 November 2008 St Barbara Mines Ltd (“St Barbara”) granted the Company an option to purchase the tenement applications for ML 51/550 and 51/588 (“the Tenements”). Red Bluff Nominees Pty Ltd (“Red Bluff”) assigned its obligations under the Sale Agreement to the Company on the terms and conditions summarised below. a) Red Bluff assigned all its legal and beneficial rights, benefits, obligations and liabilities in the Tenements under the Sale Agreement to the Company. b) The Company accepted the assignment of Red Bluff’s legal and beneficial rights, benefits, obligations and liabilities in the Tenements. c) The Company covenanted with each of the parties to the Deed of Assignment that it would perform all of Red Bluff’s obligations under the Sale Agreement. Other terms and conditions contained in this Deed of Assignment are considered standard for this type of agreement.

10. Compliance The Company’s interest in or rights in relation to the granted Tenements are subject to the holder continuing to comply with the respective terms and conditions of the granted Tenements under the provisions of the Mining Act of Western Australia and the NT Mining Act and regulations made pursuant to that legislation, together with the conditions specifically applicable to any granted mining tenement. The searches that we have carried out in relation to the Tenements do not reveal any failure to comply with the conditions in respect of each of the granted mining tenements.

11. Qualifications While the status of the Tenements is dealt with in detail in the Schedule and the Notes to the Schedule we point out by way of summary, that: (a) we have assumed that all searches conducted on our behalf by the departments are complete and accurate as at the time the searches were conducted; (b) we have assumed that all information or advice, whether oral or written provided to us by the Company, its officers, employees, agents or representatives is accurate and complete; (c) in relation to each tenement application we express no opinion as to whether such tenement application will ultimately be granted, (including whether relevant Ministerial consent will be obtained) nor the conditions to which such tenement application may be granted or may not be granted subject to; and (d) in relation to the native title determination outlined in this report we do not express an opinion on the merits of such determination.

12. Consent This report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent. Yours faithfully

PRICE SIERAKOWSKI

79 Title Notes Nil 1 Nil 3 Nil 1,2 NilNil 1 Nil 1 Nil 1 Nil 1 Nil 1 1 Recorded 21/04/2008 applicable applicable applicable applicable applicable applicable applicable applicable applicable per Annum commitments Rent Date for Grant applicable for Grant applicable for Grant applicable HA for Grant applicable for Grant applicable for Grant applicable for Grant applicable for Grant applicable for Grant applicable 15/06/1995 30/10/1997 17/11/2006 17/11/2006 17/11/2006 28/03/2007 28/03/2007 28/03/2007 10/07/2009 Pty Ltd Pty Ltd Pty Ltd Pty Ltd Pty Ltd Pty Ltd Pty Ltd Pty Ltd Applicant No. Holder or Held ML Triumph 100 WA Live 25/08/1989 24/08/2010 120 HA $12,000 $1,874.40 Bond 289209 3 ELA Triumph 100 WA Pending Recommended Not 47 BL Not applicable Not ELA TriumphELA 100 Triumph WAELA Pending 100 Recommended Triumph WAELA Pending Not 100 Recommended Triumph WAELA 69 BL Pending 100 Not Not applicable Recommended Triumph WAELA 70 BL Pending Not 100 Not Recommended Not applicable Triumph WA 55 BL Pending Not Not 100 Recommended Not applicable WA 41 BL Pending Not Not Not applicable Recommended 60 BL Not Not Not applicable 60 BL Not Not applicable Not MLA St. Barbara 100 WA Pending Recommended Not 426 HA Not applicable Not MLA Ian Adair 100 WA Pending Recommended Not 106.6 Not applicable Not 51/550 Ltd 21/126 Black 51/322 Mining 51/1185 Mining 51/1186 Mining 51/1187 Mining 51/1213 Mining 51/1214 Mining 51/1215 Mining 51/1325 Mining Tenement Tenement Registered Shares State Status Grant Date Expiry Area Expenditure Next Annual Encumbrances Native

Schedule of Mining Tenements be read in conjunction with the abbreviations and notes at end of Schedule. To

80 Prospectus Notes NilNil 3 Nil 3 3 Nil 3 NilNil Nil Nil lapsed recorded on MLA21/126 23/09/1997 MM67/956 – 25 Oct 1997 Conversion to on 23/09/1997 renewal of term M21/126 lodged applicable applicable applicable applicable applicable yet applicable per Annum applicable Block applicable Blocks for Grant applicable PendingPending Not Not 260 Sub Not applicable 234 Sub Not applicable Not Not for Grant applicable for Grant applicable for Grant applicable 02/05/1996 26/06/1996 10/01/1997 10/01/1997 12/07/2007 12/07/2007 Ltd Black Black Black Pty Ltd Pty Ltd Applicant Ian Adair 100 WA Live 13/04/2007 12/04/2011 96 HA $3,840.00 $211.20 Nil 4 PL Melva Joan100PL Melva WA Live 9/06/09HA$4,600 08/06/13 115 $265.65 Nil 4 No. Holder or Held Date commitments Rent Title PLA Dourado 100 WA Pending Not applicable Not 155 HA Not applicable Not Nil MLA St. BarbaraMLA 100 Allan Neville WA 100MLA Pending Recommended WA Allan Neville 100 Pending Not Recommended WA Pending 596 HA Not Recommended Not applicable 240 HA Not Not Not applicable 17.04 HA Not applicable Not Not MLA Allan Neville 100 WA Pending Recommended Not 117 HA Not required Not 51/588 Ltd 51/633 Brosnan 51/634 Brosnan 51/583 Brosnan 58/137651/2619 Welsh Resources applicable applicable Tenement Tenement Registered Shares State Status Grant Date Expiry Area Expenditure Next Annual Encumbrances Native PL 21/549 Ian Adair 99 WA Live 26/10/1993 25/10/1995 19.5 HA $2,000.00 $44.00 Extension/ 1,2 PL 21/589 Ian Adair 100 WA Live 22/02/1996 21/02/200088.3762 HA $3,560.00 $195.80 Conversion of 1,2 PL 58/1343 ELA 26283 Whitvista 100 NT ELA 26284 Whitvista 100 NT

81 Notes

1. Application Name: Yugunga-Nya People Tribunal Number: WC 99 / 46 Federal Court Number: WAD 6132 / 98 Date Registered: 12/06/2000 Claim Status: Active Current Status: In Mediation

2. Application Name: Wutha Tribunal Number: WC 99 / 10 Federal Court Number: WAD 6064 / 98 Date Registered: 15/06/1999 Claim Status: Active Current Status: Notification Complete

3. Application Name: Wajarri Yamatji Tribunal Number: WC 04 / 10 Federal Court Number: WAD 6033 / 98 Date Registered: 05/12/2005 Claim Status: Active Current Status: Notification Complete

4. Application Name: Badimia People Tribunal Number: WC 96 / 98 Federal Court Number: WAD 6123 / 98 Date Registered: 04/10/1996 Claim Status: Active Current Status: In Mediation

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7. RISK FACTORS

7.1 Introduction An investment in the Company is not risk free and prospective investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, This list should not be considered to be exhaustive of the risks faced by the Company or investors in the Company. Before deciding to invest in the Company, potential investors should read the entire Prospectus, consider the following risk factors in light of their personal circumstances (including financial and taxation issues) and seek professional advice from their accountant, stockbroker, lawyer or other professional adviser before deciding whether to apply for Shares in the Offer. Investors should note that an investment in Shares is speculative and there is no guarantee in respect of profitability, dividends and return of capital, liquidity or the price the shares may trade on the ASX.

7.2 General Risks The future prospects of the Company’s business may be affected by circumstances and external factors beyond the Company’s control. Financial performance of the Company may be affected by a number of business risks that apply to companies generally and may include economic, financial, market or regulatory conditions. The following is not intended to be a complete list of the risk factors to which the Company could be exposed.

7.2.1 Economic Conditions Economic conditions, both domestic and global, may affect the performance of the Company. Factors such as fluctuations in currencies, commodity prices, inflation, interest rates, supply and demand and industrial disruption may have an impact on operating costs and share market prices. The Company’s future possible revenues and Share price can be affected by these factors, all of which are beyond the control of the Company or its Directors. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company. In addition, the Company’s ability to raise additional capital, should it be required, may be affected.

7.2.2 Share Market Price A number of factors affect the performance of share market investments that could also affect the price at which the Securities trade on the ASX. The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. These factors may materially affect the market price of the Company’s Securities regardless of the Company’s operational performance.

7.2.3 Changes in Legislation and Government Regulation Government legislation, including changes to the taxation system, may affect future earnings and relative attractiveness of investing in the Company. Changes in Government policy or statutory changes may affect the Company and the attractiveness of an investment in it.

83 7.3 Specific Risks A number of specific risk factors that may impact on the performance of the Company are described below. Investors should note that this list of risk factors is not exhaustive. Some of the risks may be mitigated by the use of appropriate safeguards and systems, while others are outside the control of the Company and cannot be mitigated.

7.3.1 Exploration Risk The tenement interests of the Company as described in this Prospectus are at various stages of exploration, and potential investors should understand that mineral exploration and development are speculative undertakings. There can be no assurance that exploration of the project areas described in this Prospectus, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no certainty that it can be commercially developed. Further, all of the tenements are largely unexplored and have only a very limited mining history and there is no certainty that the proposed exploration will reveal any mineable mineralisation or that any such mineralisation will ultimately be commercially viable.

7.3.2 Operating Risks The operations of the Company may be affected by various factors, including, without limitation, 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. There is a risk of inadequate water supplies, unanticipated metallurgical problems which may affect extraction costs, inability to obtain satisfactory joint venture partners, adverse weather conditions, industrial and environmental accidents, industrial disputes, unexpected shortages or increases in 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 tenements. Until Dourado Resources Limited is able to realise value from its projects, it is likely to incur ongoing operating losses.

7.3.3 Key Personnel The success of Dourado Resources Limited will depend to a significant extent upon key management and technical personnel, including those employed on a contractual basis. The loss of the services of certain personnel or contractors could adversely affect the Company and its activities

7.3.4 Commodity Price Volatility & Exchange Rate Risks If the Company achieves exploration success leading to mineral production, the revenue it will derive through the sale of commodities may expose the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other micro and macro-economic factors. Furthermore, international prices of various commodities are largely denominated in United States dollars, whereas the income and expenditure of the Company, whilst operating on Australian projects, 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.

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7.3.5 Tenement Title Risks Interests in exploration and mining tenements in Australia are governed by State or Territory legislation, which covers the granting of leases and licences. Each lease or licence is for a specific term and carries with it annual expenditure, reporting, compliance or compulsory reduction conditions. Consequently Dourado Resources Limited could lose title to or its interests in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure requirements. If a tenement is not renewed for any reason, the Company may suffer significant damage through loss of opportunity to discover and develop any material resources on that tenement. All of the tenements in which the Company has an interest will be subject to application for renewal from time to time and the renewal term is subject to applicable legislation. However the Directors are not aware of any reason why renewal of the term of any tenement should not be granted. Please refer to the Solicitor’s Report included in Section 6 of this Prospectus

7.3.6 Native Title The Native Title Act 1993 (Cth) recognizes and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs. It is possible that, in relation to tenements in which Dourado Resources Ltd has an interest or in the future may 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 Dourado Resources Limited to obtain the consent of any relevant landowner or to progress from the exploration phase to the development and mining phases may be adversely affected. It is possible that there will exist on some or all of the Company’s tenements, areas containing sacred sites or sites of significance to Aboriginal people, subject to the Native Title Act. As a result, land within the mining tenements may be subject to exploration, mining or other restrictions emanating from claims of Aboriginal heritage sites or native title. Uncertainty associated with native title issues may affect the Company’s plans but the Board considers that clearances, consents and approvals are not materially different to those confronting any entity conducting exploration in Australia. Please refer to the Solicitor’s Report included in Section 6 of this Prospectus.

7.3.7 Environmental Risks The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the intention of Dourado Resources Limited to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

7.3.8 Insurance Insurance against all risks associated with mineral exploration production is not always available or affordable. The Company will maintain insurances where it is considered appropriate for its needs however it will not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive having regard to the benefits that would accrue.

85 7.3.9 No Operating History The Company has no operating history, other than to hold cash; therefore it cannot provide a guide to investors and Shareholders.

7.3.10 Additional Capital While the Directors believe that Dourado Resources Limited will have sufficient funds to fund its activities in the short term, it is operating in a dynamic and highly volatile sector. There can be no assurance that the Company will not seek to exploit business opportunities of a kind which will require it to raise additional capital from equity or debt sources. There can also be no assurance that the Company will be able to raise such capital on favourable terms or at all. Any additional equity raising may dilute the interests of the Company’s Shareholders and any debt financing, if available, may involve financial covenants which limit its operations. If the Company is unable to obtain such additional capital, it may be required to reduce the scope of its business activities, which could adversely affect its business, operating results and financial condition.

7.3.11 Potential Acquisitions As part of its business strategy, the Company may make acquisitions of or significant investments in companies, products, technologies or resource projects. Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of companies, products, technologies or resource projects.

7.3.12 Resource Estimates Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates, which were valid when originally calculated, may alter 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 may change. This could result in alterations to development and mining plans, which may, in turn, affect the Company’s Operation.

7.3.13 Valuation of Tenements There has been no valuation of the Company’s exploration projects or the Shares. The Company makes no representation in this Prospectus as to the value of its right of access to the exploration tenements; it is recommended that intending investors and their advisers make their own assessment as to the value of the Company’s right of access to the exploration tenements.

7.3.14 Litigation Risk Legal proceedings may arise from time to time in the course of the Company’s business and Dourado Resources Limited cannot preclude the possibility that litigation may be brought against it.

7.3.15 Force Majeure Force Majeure describes events including acts of God, fire, flood, earthquakes, war and strikes beyond the control of a party claiming the occurrence of any such event. To the extent that Force Majeure events occur they may have a detrimental effect on the ability of the Company to operate, its financial performance and the value and price of Shares.

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8. CORPORATE GOVERNANCE The Company’s Board of Directors aims for the highest standards of corporate governance and accordingly has established corporate governance policies and procedures in line with the ASX Corporate Governance Council’s publication “Principles of Good Corporate Governance and Best Practice Recommendations”. Whilst the Company will endeavour to comply with the guidelines under the ASX Corporate Governance Recommendations, the Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the additional expense of compliance with all recommendations. As the Company’s activities develop in size and scope, the size of the Board and the implementation of any additional formal corporate governance policies and committees will be given further consideration.

8.1 Board of Directors – Role of the Board The Board’s primary role is the protection and enhancement of long-term shareholder value. The purpose of the Board Charter is to set out the role, composition and responsibilities of the Board of Dourado Resources Limited within the corporate governance framework and to ensure: a) That the roles and responsibilities of the Board are clear and understood by all relevant stakeholders; b) The operation of the Board and the relationship between the Board and the management is clearly understood; and c) All Directors have a clear understanding of the manner in which the Board will conduct itself and the Company’s expectations of them as Directors. The Board is responsible for the overall corporate governance of the Company. The Board recognizes the need for the highest standards of behaviour and accountability for managing the Company’s business and affairs. The Board’s responsibilities encompass the following: • Establishing the Company’s corporate level and business level goals and monitoring and implementing strategies to achieve these goals; • Setting the strategic direction and financial objectives of the Company and ensuring appropriate resources are available; • Monitoring the implementation of those policies and strategies and the achievement of those financial objectives; • Reviewing the performance of all Board members and overseeing succession plans for the senior executive team; • Ensuring that the Company has appropriate corporate governance structures in place including standards of ethical behaviour and a culture of corporate and social responsibility; • Ensuring that effective audit, risk and controls are in place to protect the Company’s assets; • Formulate risk management strategies and identify and design and implement policies; • Monitor the risk management process and strategies; • To set specific limits of authority for the executive management to commit to new expenditure and enter into new contracts without prior Board approval; • Ensuring that the Board is and remains appropriately skilled to meet the changing needs of the Company;

87 • Monitoring compliance with regulatory requirements (including continuous disclosure); • Review the Board succession plans; • Monitoring ASX and regulatory disclosure requirements; • Monitoring the integrity of reporting including ensuring the preparation of accurate financial reports and statements; • Ensuring effective and timely reporting to various stakeholders; and • Ensuring that the shareholders are informed of all major developments affecting the Company’s state of affairs.

8.2 Composition of the Board It is the policy of Dourado Resources Limited that the Board comprises members who combine a range of knowledge, skills and experience that are appropriate to its activities and objectives. The Board is currently comprised of Mr. Emilio Pietro Del Fante, Mr Daryl Smith, Mr. Brian Maston, Ms Arlene Mendoza. The composition of the Board is subject to review in the following ways: • The Company’s constitution provides that at every annual general meeting, one third of the Directors are to retire from office. Each Director under the constitution is eligible for re- election. • The Full Board considers its composition on a regular basis to ensure that it has available an appropriate mix of skills and experience to ensure the interest of shareholders are served.

8.3 Independence The Board (and each individual Director) is entitled to seek independent professional advice at the Company’s expense (subject to the reasonableness of the costs and Board consent) in the conduct of their duties for the Company.

8.4 Board Committees The Board considers that the Company is not currently of a size, or its affairs of such complexity, to justify the establishment of separate Board Committees. Accordingly, at present all matters that may be capable of delegation to Committees are dealt with by the full Board.

8.5 Remuneration and Nomination Procedures The Board considers that the Company is not of a size to justify the formation of a remuneration or nomination Committee. The Board is able to address these aspects of the Company’s activities and will adhere with the appropriate ethical standards and with the remunerations and nomination procedures. The Board will review the remuneration policies and packages of all Directors and senior executive officers on at least an annual basis. The Board will also periodically review the composition of the Board and make necessary changes to ensure that it comprises persons who have the skill and experience appropriate for the business activities and operations undertaken by the Company. If a vacancy occurs or if it is considered that the Board would benefit from the services and skills of an additional Director, the Board selects a panel of candidates with appropriate expertise and experience and appoints the most suitable candidate. Any such appointee would be required under the constitution to retire at the next annual general meeting and is eligible for selection by the shareholders at that meeting.

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8.6 Ethical Standards – Code of Conduct The Board recognises the need to observe the highest standards of corporate governance practice, business and ethical conduct by all Directors, employees, consultants and contractors. Accordingly the Board has adopted a formal code of conduct to be followed by all employees, officers and external parties engaged by the Company. The key aspects of the code are: 1. To act with honesty, integrity and fairness; 2. To act in accordance with the law; 3. To use the Company resources and property appropriately.

8.7 Securities Trading Policy The Company has a formal securities dealing policy for Directors contained in the corporate ethics and securities trading policy. Under this policy Directors must not buy or sell securities in the week immediately before and following the lodgement of periodic reports required under the Corporations Act and the Listing Rules. At other times, Directors may only buy or sell securities following consultation with the Chairman. In all instances any person who possesses price sensitive information that is not available to the market is not permitted to buy or sell securities In accordance with the provisions of the Corporations Act 2001 and the Listing Rules, the Company on behalf of the Directors must advise the ASX of any transactions conducted by them in shares and/or options in the Company.

8.8 Continuous Disclosure Policy The Company is committed to continuous disclosure of material information as a means of promoting transparency and investor confidence. The Company’s practices are designed to ensure it is compliant with the ASX Listing Rules, including in particular those relating to continuous disclosure.

8.9 Communications to Shareholders The Board aims to ensure that shareholders are informed of all major developments affecting the Company’s state of affairs. Information will be communicated to shareholders through the Company’s annual report, annual general meeting, half-yearly results announcements and other ASX announcements.

8.10 Appointments to Other Boards Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other Boards.

8.11 Conflict of Interest In accordance with the Corporations Act and the Company’s Constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Where the Board believes that a significant conflict exists, the Director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered.

89 8.12 Performance Evaluation of the Board and its Members The small size of the Board and the nature of the Company’s activities make the establishment of a formal performance evaluation strategy unnecessary. Performance evaluation is a discretionary matter for consideration by the entire Board and in the normal course of events the Board will review performance of the management, Directors and the Board as a whole.

8.13 Company’s Remuneration Policies Remuneration levels for executives are competitively set to attract the most qualified and experienced candidates, taking into account prevailing market conditions and individual’s experience and qualifications. Each of the non-executive Directors receives a fixed fee for their services as Directors. There is no direct link between remuneration paid to any of the Directors and corporate performance such as bonus payments for achievement of certain key performance indicators.

8.14 Schemes for Retirement Benefits for Non- Executive Directors There are no retirement benefits for non-executive Directors.

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9.1 ADDITIONAL INFORMATION

9.1 Registration Dourado Resources Limited, Australian Company Number 131 090 947, was incorporated in Western Australia on 14 May 2008 and was registered as an unlisted public company on 1 August 2008.

9.2 Disclosure of Interests Directors are not required under the Company’s Constitution to hold any Shares. As at the date of this Prospectus apart from Emilio Del Fante no Director has an interest in Shares or Options in the company. Emilio Del Fante is the Company Secretary, a Director and fifty percent shareholder of Red Bluff Nominees Pty Ltd, which holds 2,500,000 Shares and 1,250,000 Options in the Company. Red Bluff Nominees Pty Ltd also holds one third of the shares in Triumph Mining Pty Ltd, which holds 14,250,000 Shares and 7,125,000 Options in the Company. These Shares and Options were issued in consideration for the option agreements for the purchase of mining tenements and tenement applications from Red Bluff Nominees Pty Ltd and Triumph Mining Pty Ltd as well as private share purchases. The terms and conditions of the agreements are in the Solicitors Report included in Section 6 of this Prospectus.

9.3 Remuneration The Company’s constitution provides that the remuneration of Directors will not be more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration has been set at an amount not to exceed $500,000 per annum. The remuneration of executive Directors will be fixed by the Directors and may be paid by way of fixed salary. As at the date of this Prospectus, the Company does not have any commitments or contractual obligation with respect to executive Directors. The Directors are entitled to be paid reasonable travelling, accommodation and other expenses incurred in consequence of their attendance at meetings of Directors and otherwise in the execution of their duties as Directors. A Director may also be paid additional amounts as fees or as the Directors determine where a Director performs extra services or makes any special exertions, which in the opinion of the Directors are outside the scope of the ordinary duties of a Director.

9.4 Fees and Benefits of Directors Except as disclosed in this Prospectus, no Director or proposed Director (whether individually or in consequence of a Director’s association with any company or firm or in any material contract entered into by the Company) has now, or has had in the two year period ending on the date of this Prospectus, any interest in: • the formation or promotion of the Company; or • any property acquired or proposed to be acquired by the Company in connection with its formation promotion or in connection with the offer of Securities pursuant to this Prospectus; or • the offer of Securities under this Prospectus.

91 Except as disclosed in this Prospectus, no amounts of any kind (whether in cash or Securities or otherwise) have been paid or agreed to be paid to any Director or to any company or firm with which a Director is associated to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or any company or firm with which the Director is associated in connection with the formation or promotion of the Company or the offer of Securities pursuant to this Prospectus. The Company has agreed to enter into deeds of indemnity and access with each of the Directors on normal commercial terms.

9.5 Interests of Named Persons Other than as set out below or elsewhere in this Prospectus, no expert or 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 nor any firm in which any of those persons is or was associated with has now, or has had, in the 2 year period ending on the date of this Prospectus an interest in: • the formation or promotion of the Company; • 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 Securities under this Prospectus; or • the offer of Securities 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 or for services rendered in connection with the formation or promotion of the Company or the offer of Securities under this Prospectus. Malcolm Castle has acted as Independent Geologist and has prepared an Independent Geologist’s Report which has been included in Section 4 of this Prospectus. The Company estimates it will pay Malcolm Castle a total of $8,800.00 for these services. Since incorporation of the Company, Malcolm Castle has rendered no accounts for other services. RSM Bird Cameron Corporate Pty Ltd has acted as the Investigating Accountant and has prepared an Investigating Accountant’s Report, which has been included in Section 5 of this Prospectus. The Company estimates it will pay RSM Bird Cameron Corporate Pty Ltd a total of $7,500.00 for these services. RSM Bird Cameron Partners has been appointed as Auditor to the Company and will be paid normal commercial rates for these services. Since incorporation of the Company, RSM Bird Cameron Corporate Pty Ltd has rendered no accounts for other services. Price Sierakowski has acted as the solicitors to the Company and has prepared the Solicitor’s Report on Mining Tenements which has been included in Section 6 of this Prospectus. The Company estimates it will pay Price Sierakowski a total of $9,866.90 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. Since incorporation of the Company, Price Sierakowski has rendered no accounts for other legal services. The amounts disclosed above are inclusive of any amount of GST payable by the Company in respect of those amounts.

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9.6 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. Malcolm Castle has given its written consent to being named as Independent Geologist in this Prospectus and to the inclusion of the Independent Geologist’s Report in Section 4 of this Prospectus and to those statements attributed to it in the Chairman’s Letter in this Prospectus. Malcolm Castle has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC. RSM Bird Cameron Corporate Pty Ltd has given its written consent to being named as the Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 5 of this Prospectus. RSM Bird Cameron Corporate Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC. RSM Bird Cameron Partners has given its written consent to being named as the Company’s Auditor in this Prospectus and has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC. Price Sierakowski has given its written consent to being named as the Solicitors in this Prospectus and to the inclusion of the Solicitor’s Report on Mining Tenements in Section 6 of this Prospectus. Price Sierakowski has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC. Malcolm Castle has given his written consent to being named as the Competent Person in Section 4 of this Prospectus and has not withdrawn his consent prior to lodgement of this Prospectus with the ASIC. Computershare Investor Services Pty Ltd has given and, as at the date hereof, has not withdrawn, its written consent to be named as Share Registrar in the form and context in which it is named. Computershare Investor Services Pty Ltd has had no involvement in the preparation of any part of the Prospectus other than being named as Share Registrar to the Company. Computershare Investor Services Pty Ltd has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

9.7 Material Contracts In the opinion of the Directors, the only contracts entered into by the Company which are or may be material in terms of this Prospectus or the operation of the business of the Company or otherwise to potential investors of the Company are the contracts summarised below.

9.7.1 Option Deed between the Company and Triumph Mining Pty Ltd Dourado and Triumph Mining Pty Ltd entered into an Option Agreement on or about 5 August 2008 for the purchase of mining tenements; a) ELA51/1185; b) ELA51/1186; c) ELA51/1187; d) ELA51/1213; e) ELA51/1214; f) ELA51/1215;

93 g) ELA51/1325; h) MLA51/633; i) MLA 51/634 j) ML51/322; k) MLA51/583. For further details please refer to the Solicitor’s Report included in Section 6 (ss 9.1) of this Prospectus.

9.7.2 Royalty Assignment Deed Between the Company and Triumph Mining Pty Ltd, Plutonic Operations Limited and Royal Gold, Inc. On 1 October 2008 Dourado entered into a deed of assignment and assumption with Triumph Mining Pty Ltd, Plutonic Operations Limited and Royal Gold, Inc. where Dourado agreed to assume and Triumph agreed to assign a royalty payable in respect of all ore won from ML51/322. For further details please refer ot the Solicitor’s Report included in Section 6 (ss9.2) of this Prospectus.

9.7.3 Option Deed Between the Company and Ian Adair Black Dourado and Ian Adair Black entered into an Option Agreement on or about 15 September 2008 for the purchase of mining tenements; a) P58/1343; b) PLA58/1376; c) PL21/549; d) PL21/589; and e) MLA21/126. For further details please refer to the Solicitor’s Report included in Section 6 (ss 9.3) of this Prospectus.

9.7.4 Option Deed Entered into Between the Company and Whitvista Pty Ltd Dourado and Whitvista Pty Ltd entered into an Option Agreement on or about 5 August 2008 for the purchase of mining tenements; a) ELA26283; and b) ELA26284. For further details please refer to the Solicitor’s Report included in Section 6 (ss 9.4) of this Prospectus.

9.7.5 Option Deed Entered into Between the Company and Red Bluff Nominees Pty Ltd Dourado and Red Bluff Nominees Pty Ltd entered into an Option Agreement on or about 5 August 2008 for the purchase of mining tenements, a) MLA51/550; and b) MLA51/588. For further details please refer to the Solicitor’s Report included in Section 6 (ss 9.5) of this Prospectus.

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9.7.6 Sale and Purchase Agreement Between St Barbara Mines Limited and Red Bluff Nominees Pty Ltd Red Bluff Nominees Pty Ltd and St Barbara Mines Limited entered into a Sale and Purchase Agreement in August 2004. For further details please refer to the Solicitor’s Report included in Section 6 (ss 9.6) of this Prospectus.

9.7.7 Deed of Assignment and Covenant between St Barbara Mines Ltd and Red Bluff Nominees Pty Ltd and Dourado Resources Pty Ltd On or around 18 November 2008 Red Bluff Nominees Pty Ltd granted Dourado an option to purchase tenement application. Red Bluff Nominees Pty Ltd assigned its obligations under the Sale Agreement of August 2004 mentioned in the Solicitor’s Report included in Section 6 (ss 9.6) to Dourado. For further details please refer to the Solicitor’s Report included in Section 6 (ss 9.7) of this Prospectus.

9.8 Rights Attaching to Shares Full details of the rights attaching to Shares are set out in the Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours. The following are the more important rights, privileges and restrictions attaching to the Shares offered for subscription by this Prospectus:

9.8.1 Voting At a general meeting, every member present in person or by proxy, attorney or representative has one vote on a show of hands and on a poll, one vote for each fully paid share held. On a poll, partly paid shares confer a fraction of a vote pro-rata to the amount paid on the share.

9.8.2 General Meetings Each member is entitled to receive notice of and, except in certain circumstances, to attend and vote at general meetings of Dourado Resources Limited and receive all financial statements, notices and other documents required to be sent to members under the Constitution of the Company, the ASX Listing Rules or the Corporations Act.

9.8.3 Dividends Subject to any special terms and conditions of issue, the profits of Dourado Resources Limited which the Directors from time to time determine to distribute by way of dividend are divisible amongst the members in proportion to the amounts paid up on the shares held by them.

9.8.4 Transfer of Shares Holders of shares may transfer them by proper transfer affected in accordance with the business rules of the Security Clearing House and the ASX and are otherwise permitted by the Corporations Act. The Directors may decline to register a transfer of shares where the transfer is not in registrable form and where there is a refusal to register the transfer Dourado Resources Limited must give the party lodging the transfer written notice of the refusal and the reason for refusal.

9.8.5 Winding up Subject to any special or preferential rights attaching to any class or classes of shares, members will be entitled in a winding up to share in any surplus assets of Dourado Resouces Limited in proportion to the shares held by them irrespective of the amount paid up or credited as paid up, less any amounts which remain unpaid on these shares at the time of distribution.

95 9.8.6 Dividend reinvestment plan The Constitution contains a provision allowing Directors to implement a dividend reinvestment plan.

9.8.7 Alteration of Constitution The Constitution can only be amended by a special resolution passed by at least three quarters of members present and voting at a general meeting of Dourado Resources Limited and the Company must give at least 28 days written notice of its intention to propose a resolution as a special resolution.

9.8.8 Share buy backs Dourado Resources Limited may buy back shares in itself in accordance with the provisions of the Corporations Act.

9.8.9 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.

9.9 Terms and Conditions of Options The terms and conditions of the Options are as follows: a) Each option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the company. b) The options are excercisable at 20 cents each. c) The options will expire on 30 November 2014 (the “Expiry Date”). d) The options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of the company accompanied by payment of the exercise price. e) The options are freely transferable. f) All shares issued upon exercise of the options will rank pari passu in all respects with the company’s then existing ordinary fully paid shares. The company will apply for Official Quotation by the ASX of all shares issued upon exercise of the options. g) There are no participating rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. However, if from time to time on or prior to the Expiry Date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of options at least nine (9) Business Days before the record date referable to that issue. This will give Option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

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h) If from time to time on or prior to the Expiry Date the company makes an issue of shares to the holders of ordinary fully paid shares in the company by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their options, Option holders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to the member upon such exercise) the number of shares of the class which would have been issued to them under that bonus issue (bonus shares) if on the record date for the bonus issue they had been registered as the holder of the number of shares of which they would have been registered as holder if, immediately prior to that date, they had duly exercised their options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by the company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the options. i) There is no right to a change in the exercise price of the options or to the number of shares over which the options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the options. j) In the event of any reorganisation of the issued capital of the company on or prior to the Expiry Date, the rights of an Option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

9.10 Dividend Policy The Company’s capacity to pay dividends in the future will be dependent upon a number of factors including exploration success, future earnings and capital and exploration expenditure requirements. Once sustainable profitability has been established and subject to working capital and investment requirements, the Directors intend to distribute a proportion of future profits to Shareholders by way of dividends.

9.11 Restricted Securities ASX may require that certain shareholders enter into agreements that restrict the dealings in Securities held by them. These agreements will be entered into in accordance with the Listing Rules.

9.12 Expenses of the Offer It is estimated that Dourado Resources Limited will pay the following costs (exclusive of GST) in connection with the preparation and issue of this Prospectus:

$2,000,000 Raising $3,000,000 Raising $5,000,000 Raising Minimum Subscription Full Subscription Over Subscription $$$

Commission and Handling Fees* 100,000.00 150,000.00 250,000.00 ASX and ASIC fees 55,200.00 57,000.00 60,500.00 Professional fees 26,200.00 26,200.00 26,200.00 Printing and ancillary costs 11,600.00 11,600.00 11,600.00

Miscellaneous expenses______5,000.00 ______5,200.00 ______5,700.00 Total ______198,000.00 ______250,000.00 ______354,000.00

* Assuming a fee of 5% is payable on all applications received.

97 9.13 Taxation The Company does not propose to give any taxation advice and neither the Company, its Directors nor its officers or advisers accept any responsibility or liability for any taxation consequences to applicants to the Offers. Applicants should consult their own professional tax advisers in regard to taxation implications of accepting any Offer pursuant to this Prospectus.

9.14 Electronic Prospectus Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus on the basis of a paper prospectus lodged with ASIC and the issue of Securities in response to an electronic application form, subject to compliance with certain provisions. If you have received this Prospectus as an electronic prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company on telephone (08) 9221 0666 and the Company will send to you free, a hard copy of the Prospectus. 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.

9.15 Litigation As at the date of this Prospectus the Directors are not aware of any legal proceedings, which are pending, threatened or actually commenced against the Company.

9.16 Directors Responsibility Statement and Consent The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of Securities pursuant to this Prospectus.

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10. GLOSSARY Where the following terms are used in this Prospectus they have the following meanings:

A$ or $ means an Australian dollar unless otherwise stated.

Applicant means a person who submits an Application.

Application means an application made on an Application Form.

Application Form means an application form accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities and Investments Commission.

ASTC means ASX Transfer and Settlement Corporation Pty Ltd.

ASX means ASX Limited (ABN 98 008 624 691).

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

Business Day means a weekday when trading banks are ordinarily open for business in Perth, Western Australia.

Closing Date means the closing date for receipt of Application Forms under this Prospectus, being 5.00 p.m. (WST) on 30 September 2009 (unless extended or closed early).

Company means Dourado Resources Limited (ACN131 090 947).

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company at the date 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.

GST means goods and services tax.

Independent Geologist’s Report means the report contained in Section 4 of this Prospectus.

Investigating Accountant’s Report means the report contained in Section 5 of this Prospectus.

Listing Rules or ASX Listing Rules means the official Listing Rules of ASX.

Offer means the offer of Securities pursuant to this Prospectus as outlined in Section 1.2 of this Prospectus.

Official List means the Official list of the ASX.

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

Opening Date means the opening date for receipt of Acceptance Forms under this Prospectus, being 5.00 p.m. (WST) on 9 September 2009.

Option means an option to acquire a share on the terms set out in Section 9.9 of this Prospectus.

99 Prospectus means this Prospectus dated 2 September 2009.

Sections are references to the Sections of this Prospectus.

Securities mean Shares and Options.

Share means a fully paid ordinary share in the capital of the Company and Shares has a corresponding meaning.

Share Registry means Computershare Investor Services Pty Ltd.

Shareholder means the registered holder of Shares in Dourado Resources Limited.

Solicitor’s Report means the report contained in Section 6 of this Prospectus.

Tenements mean those tenements referred to in the Schedule of the Solicitor’s Report on Tenements, included in Section 6 of this Prospectus.

WST means Western Standard Time, Perth, Western Australia.

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11. DIRECTORS’ AUTHORISATION This Prospectus is issued by Dourado Resources Limited 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 in writing to the lodgement of this Prospectus with the ASIC.

Mr Emilio Pietro Del Fante For and on behalf of Dourado Resources Limited

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102 Prospectus

Registry Use Only ACN 131 090 947 APPLICATION FORM This Application Form is important. If you are in doubt as to how to deal with it, Broker Code Adviser Code please contact your stockbroker or professional adviser without delay. You should read the entire prospectus carefully before completing this form. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, the prospectus. A I/we apply for B I/we lodge full Application Money A$ •

Number of Shares in Dourado Resources Limited at A$0.20 per Share or such lesser number of Shares which may be allocated to me/us C Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s) Title or Company Name Given Name(s) Surname

Joint Applicant 2 or Account Designation

Joint Applicant 3 or Account Designation

D Enter your postal address - include State and Postcode Unit Street Number Street Name or PO Box/Other Information

City / Suburb / Town State Postcode

E Enter your contact details Contact Name Telephone Number - Business Hours / After Hours ( )

F CHESS Participant Holder Identification Number (HIN) Please note that if you supply a CHESS HIN but the name and address details o your form do not correspond exactly with the registration details held at CHESS, your application will be deemed to be made without the CHESS HIN, and any securities issued as a result of X the IPO will be held on the Issuer Sponsored subregister.

Cheque details - Make your cheque or bank draft payable to Dourado Resources Limited Share Issue Account G Drawer Cheque Number BSB Number Account Number Amount of cheque A$

Drawer Cheque Number BSB Number Account Number Amount of cheque

A$

By submitting this Application Form, I/we declare that this application is completed and lodged according to the Prospectus and the declarations/statements on the reverse of this Application form and I/we declare that all details and statements made by me/us (including the declaration on the reverse of this Application Form) are complete and accurate. I/we agree to be bound by the Constitution of the Company. See back of form for completion guidelines

103 HOW TO COMPETE THIS FORM A Shares Applied for F CHESS Enter the number of Shares you wish to apply for. The application must be Dourado Resources Limited (the Company) will apply to the ASX to for a minimum of 10,000 Shares. Applications for greater than 10,000 participate in CHESS, operated by ASX Settlement and Transfer Shares must be in multiples of 1,000 Shares. Corporation Pty Ltd, a wholly owned subsidiary of Australian Stock Exchange Limited. In CHESS, the company will operate an electronic Application Monies CHESS Subregister of security holdings and an electronic issuer B Sponsored Subregister of security holdings. Together the two Subregisters Enter the amount of Application Monies. To calculate the amount, will make up the Company’s principal register of securities. The Company multiply the number of Shares by the price per Share. will not be issuing certificates to applications in respect of Shares allotted. If you are a CHESS participant (or are sponsored by a CHESS C Applicant Name(s) participant) and you wish to hold Shares allotted to you under this Enter the full name you wish to appear on the statement of share holding. Application on the CHESS Subregister, enter your CHESS HIN. Otherwise, This must be either your own name or the name of a company. Up to 3 leave this section blank and on allotment, you will be sponsored by the joint Applicants may register. You should refer to the table below for the Company and allocated a Securityholder Reference Number (SRN). correct forms of registrable title. Applications using the wrong form of names may be rejected. Clearing House Electronic Subregister System G Payment (CHESS) participants should complete their name identically to that Make your cheque or bank draft payable to Dourado Resources Limited presently registered in the CHESS system. Share Issue Account in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian Bank. Postal Address D Complete the cheque details in the boxes provided. The total amount must Enter your postal address for all correspondence. All communications to agree with the amount shown in box B. you from the Registry will be mailed to the person(s) and address as shown. For joint Applications, only one address can be entered. Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques Contact Details E returned unpaid may not be re-presented and may result in your Enter your contact details. These are not compulsory but will assist us if Application being rejected. Pin (do not staple) your cheque(s) to the we need to contact you. Application Form where indicate. Cash will not be accepted. Receipt for payment will not be forwarded.

Before completing the Application Form the applicant(s) should read this prospectus to which this application relates. By lodging the Application Form, the applicant agrees that this application for Shares in Dourado Resources Limited is upon and subject to the terms of the prospectus and the Constitution of Dourado Resources Limited, agrees to take any number of Shares that may be allotted to the Applicant(s) pursuant to the prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form. Lodgement of Application Application Forms must be received at the office of Dourado Resources Limited by no later than 5.00pm WST on 30 September 2009. Return the Application Form with cheque(s) attached to: Dourado Resources Limited Suite 16, Level 3 Mint House 326 Hay Street PERTH WA 6000 Privacy Statement Personal Information is collected on this form by Computershare Investor Services Pty Limited (“CIS”), as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail [email protected] If you have any enquiries concerning your application, please contact Dourado Resources Limited on (08) 9221 0666.

Correct forms of registrable title(s) Note that ONLY legal entities are allowed to hold Shares. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with the Corporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below.

Type of Investor Correct Form of Registration Incorrect Form of Registration Individual Mr John Alfred Smith J.A. Smith - Use given name(s) in full, not initials

Joint Mr John Alfred Smith & John Alfred & - Use given name(s) in full, not initials Mrs Janet Marie Smith Janet Marie Smith

Company ABC Pty Ltd ABC P/L - Use company title, not abbreviations ABC Co

Trusts - Use trustee(s) personal name(s) Ms Penny Smith Penny Smith Family Trust - Do Not use the name of the trust

Deceased Estates - Use executor(s) personal name(s) Mr Michael Smith Estate of Late John Smith - Do not use the name of the deceased

Minor (a person under the age of 18) Mr John Alfred Smith Peter Smith - Use the name of a responsible adult with an appropriate designation

Partnerships Mr John Smith & - Use partners personal name(s) Mr Michael Smith John Smith & Son - Do not use the name of the partnership

Clubs/Unincorporated Bodies/Business Names - Use office bearer(s) personal name(s) Mrs Janet Smith ABC Tennis Association - Do not use the name of the club etc

Superannuation Funds - Use the name of trustee of the fund John Smith Pty Ltd John Smith Pty Ltd Superannuation Fund - Do not use the name of the fund X

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