REPLACEMENT PROSPECTUS

This is a Replacement Prospectus dated 6 September 2013 which replaces the Prospectus dated 2 September 2013 and contains an offer of shares in Dome Gold Mines Limited. This is an important document that includes key risks of investment in shares and should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The shares offered by this Replacement Prospectus should be considered speculative. This Offer is not underwritten.

DOME GOLD MINES LIMITED ABN 49 151 996 566

This Replacement Prospectus is for an offer of 2,500,000 Shares at an issue price of 20 cents each to raise up to $500,000 with the ability to take up to an additional 5,000,000 Shares amounting to $1,000,000 of oversubscriptions. FIJI

Figure 1 – Tenement Location Map

LABASA Rabi

Qamea Yasawa Vanua Levu Islands Yadua Laucala Tavenui

LOMA LOMA SPL1454 Yacata Koro Makogai Vatu Vara Mamanuca Viti Levu Wakaya Islands Tuvuca NADI Nairai Cicia SPL1452 Batiki Nayau SIGATOKA Gau SUVA Koro Sea Lakeba Beqa Vatulele Oneata Moce Moala Namuka-i-lau SPL1451 Ono Totoya VUNISEA Kadavu Kabara

FIJI

New Caledonia

Australia South Pacific Ocean

New Zealand

2 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 3 CONTENTS

4 CHAIRMAN’S LETTER

6 SYNOPSIS

9 CORPORATE DIRECTORY

10 IMPORTANT NOTICES

12 INVESTMENT OVERVIEW

19 SECTION ONE DETAILS OF THE OFFER

23 SECTION TWO COMPANY AND TENEMENT REVIEW

27 SECTION THREE INVESTMENT RISKS

33 SECTION FOUR DIRECTORS AND MANAGEMENT

37 SECTION FIVE CORPORATE GOVERNANCE

43 SECTION SIX FINANCIAL INFORMATION

52 SECTION SEVEN INDEPENDENT REPORTS

101 SECTION EIGHT MATERIAL CONTRACTS

104 SECTION NINE MINING TITLES REPORT

107 SECTION TEN ADDITIONAL INFORMATION

114 SECTION ELEVEN GLOSSARY

119 APPLICATION FORM

2 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 3 CHAIRMAN’S LETTER

Dear Investor It is with pleasure that I invite you to become an investor in Dome Gold Mines Limited (“Dome”). In a volatile and uncertain market for junior exploration companies, I believe Dome stands out as rare opportunity to participate in the growth of a company with valuable assets, a Board and management team with broad skills and relevant experience.

I believe the offer that is extended to you through this Replacement Prospectus differs from many that you may have seen in the past in a number of important aspects. In the first place we are very well focussed – just three, highly prospective tenements located within a small geographic area – the islands of Fiji. Added to that, those three tenements present us with three distinct types of ore target, each highly attractive in its own right and, very importantly, each of which has a direct analogue elsewhere in Fiji – we are not trying to find something in Fiji that has not been found there before.

Our flagship is the Nasivi Delta Tenement (SPL1454), which covers the floodplain and delta of the Nasivi River where it meets the sea on the north coast of Fiji’s main island of Viti Levu. In this area there is a large accumulation of deltaic sediments, such as gravel, sand, silt and clay, that have been washed down the Nasivi River from their source rocks in the mountains to the south. Those source rocks include the volcanic sequence that hosts the Emperor Gold Mine at Vatukoula and detrital (“placer”) gold is present in the Nasivi Delta sediments.

It was this placer gold that first attracted Dome to the Nasivi Delta area and gold remains a valid target for future exploration of the tenement. However, of greater significance now for Dome is the discovery, as a result of the work Dome has carried out at Nasivi so far, of a substantial deposit of heavy mineral sand. While it is too early to place any size or grade estimates on this deposit, the drilling we undertook last year showed that the sand contains an unusually high average total heavy mineral content of around 29%. Furthermore, the results from metallurgical pilot plant processing of a 150kg bulk sample of sand from Nasivi show that those heavy minerals include significant amounts of the iron ore mineral, magnetite. Also present are large amounts of the ferromagnesian mineral, pyroxene.

We now see excellent scope for the delineation and development of a mineral sand dredging operation at Nasivi, one which could be brought to production and operate as a robust, low cost producer of magnetite and probably also gold. The potential to add further value by producing and selling a pyroxene by-product will also be investigated. It is for this reason that we intend to give the Nasivi Delta high priority over the next two years, aiming to realise its potential to generate cash flow that could fund Dome’s growth in Fiji and avoid excessive demands on Dome’s shareholders for working capital. And we are strongly encouraged in this objective by the existence, just 50km or so around the coast to the west, of the Mba Delta iron sand (magnetite) deposit, currently under development by Amex Resources Limited. The iron sands of the Mba Delta are derived from much the same volcanic sequence as those of the Nasivi Delta, although the Mba River does not tap into the Vatukoula gold-bearing source rocks in the way that the Nasivi River does.

The second of Dome’s Fijian tenements is SPL1451, located on the southern Fiji islands of Kadavu and Ono. Here Dome has identified a number of gold prospects whose geological setting is strongly analogous with that at Vatukoula. The Emperor Gold Mine at Vatukoula1 is an epithermal type, high grade gold deposit that has produced around 7 million ounces of gold historically and is reported to have up to 5 million ounces of gold remaining in resources. The Emperor mine is associated with high level volcanic activity, including a volcanic caldera developed in a sequence of shoshonitic volcanic rocks. Dome has identified a target on

1 The Emperor Mine is owned by Emperor Gold Mines Plc.

4 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 5 Ono Island within SPL1451 that appears to replicate the geological setting of Emperor. The presence of geochemically anomalous gold and silver values at surface and strong epithermal type alteration of the host rocks adds weight to this analogy and makes this prospect a highly attractive target for future gold exploration. It is our intention to carry out sufficient work on SPL1451 over the next two years, including reconnaissance drilling, to verify the target model and demonstrate the gold potential we believe to be there.

Dome’s third exploration area in Fiji comprises SPL1452, which is a large tenement located in the south-central part of Viti Levu and is known to Dome as Nadrau. The Nadrau Tenement covers a relatively remote and mountainous region of Fiji but is strategically located adjacent to one of the world’s largest, as yet undeveloped porphyry copper-gold deposits – Namosi2. The geology of SPL1452 is similar to that at Namosi and Dome’s objective is to discover one or more porphyry type copper-gold deposits, analogous to Namosi. Two main prospect areas have been identified so far on SPL1452, one of which – Wainivau – has seen sufficient field work for two attractive targets to have been outlined, principally by geochemistry. It is our intention to follow up at Nadrau (mainly at Wainivau) over the next two years, further delineating the porphyry copper targets and testing one or more with reconnaissance drilling.

Dome’s business strategy is built around the balance and growth potential that its three tenement assets provide. Emphasis in the short term will be on SPL1454 (Nasivi) with the objective of proving up and developing a competitive mineral sand mining operation that can generate cash flow for Dome and a return for our shareholders. While that is happening, we intend to put sufficient effort into SPL1451 (Kadavu/Ono) to confirm its credentials as an epithermal gold prospect and into SPL1452 (Nadrau) to validate its porphyry copper-gold potential. Major expenditure at these properties, such as resource drilling, will be deferred until after the next two years, when we hope to see funding flow from success at Nasivi. I believe few other junior resource companies can offer such an exciting yet balanced portfolio of exploration tenements at such an early stage of their corporate history.

I am pleased that two of our existing major institutional investors, being Onizaki Corporation, holding 30,000,000 shares, and Tiger Ten Investment Ltd, with 20,000,000 shares, have been active financial supporters of Dome and will continue to hold their shares as long term supporters.

You will find a great deal more information about Dome’s exploration properties and programs as you read through this Replacement Prospectus, together with much additional important information about Dome and its plans for the future. Because Dome’s tenements are all at an early stage, and carry the attendant risks of early stage exploration projects, investment in Dome must be considered speculative. I strongly encourage you to read this Replacement Prospectus in its entirety and to seek expert advice where appropriate. I also ask that you pay special attention to Section 3, which deals with the risks associated with this investment.

Once you have done that, and have satisfied yourself that you understand Dome’s strategy and are comfortable with the risks involved, I look forward to welcoming you as a shareholder of Dome and to sharing an exciting future as our story unfolds.

G G LOWDER Chairman Dome Gold Mines Ltd

2 The Namosi deposit is not owned by Dome.

4 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 5 SYNOPSIS

SUMMARY OF INVESTMENT HIGHLIGHTS • Dome has a Board and Management team with many years’ experience in exploration • Dome is a well-focussed mineral exploration and mining, with particular expertise in, company with three high quality, wholly and knowledge of, the Fijian operating owned tenements in Fiji. environment.

• Dome’s flagship asset is the Nasivi River Delta Tenement, located within SPL1454 on the north coast of Viti Levu. SUMMARY OF INVESTMENT RISKS

• The principal investment risk in an exploration ◊ The Nasivi Delta contains a large stage company is the possibility of failure to accumulation of gravel, sand, silt and discover commercially exploitable mineral clay derived from the Tavua Basin, which deposits. includes the Emperor Gold Mine at Vatukoula. • To date no JORC-compliant resources or reserves have been defined on Dome’s ◊ The unconsolidated delta sediments tenements. contain an abundance of heavy minerals, including magnetite and some detrital • Metal prices or investment conditions may gold. change, meaning Dome may not be able to secure investment for the continued ◊ Dome regards the Nasivi Delta as exploration or development of its tenements. its flagship project because it offers excellent scope for rapid evaluation and • Dome has been granted mineral titles in Fiji development as a robust mineral sand and there can be no guarantee that changes mining operation. in Government or Government policy could not occur that prohibit exploration or mine • The second project in Dome’s portfolio is developments in all or parts of the areas held known as the Kadavu Islands Tenement and under title by Dome. comprises SPL1451, located on the southern Fiji islands of Kadavu and Ono. • Although renewal of exploration tenements is largely automatic when the holder has met ◊ The geological setting of the Kadavu its exploration expenditure commitments an Islands Tenement is strongly analogous to unfavourable decision on a renewal is possible. that at Vatukoula and the results of field work to date strongly support an Emperor- • A significant number of Dome’s shares are type, epithermal gold exploration target. likely to be escrowed for between 12 and 24 months which may affect the liquidity of • Dome’s third project is known as the Nadrau trading in Dome’s shares on the market. Tenement and is located within SPL1452, in the south-central part of Viti Levu. • Dome may require additional equity financing to further explore and develop its tenements. ◊ At the Nadrau Tenement, Dome has Such financing may be difficult to obtain focussed its efforts so far on the Wainivau and the raising thereof will dilute present Prospect, where well defined geochemical shareholders’ interests. anomalies point to drill targets offering excellent potential for discovery of • Mining as an industry carries increasing porphyry style copper-gold mineralisation, environmental responsibility and is therefore similar to the nearby giant Namosi copper- exposed to liabilities or prohibitions of an gold deposit. environmental nature.

6 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 7 KEY DATES

Event Date

Replacement Prospectus lodged with ASIC/ASX 2 September 2013

Offer opens 16 September 2013

Anticipated Closing Date of Offer 10 October 2013

Expected dispatch of holding statements 16 October 2013

Expected date of quotation of Shares on ASX 22 October 2013

The dates are indicative only and may vary. Dome reserves the right to close the offer early or to extend the Closing Date without prior notice, which may have a consequential impact on other dates. Applicants are therefore encouraged to submit Applications as soon as possible after the opening date.

CAPITAL STRUCTURE OF DOME

Dome is proposing to issue a minimum of 2,500,000 Shares if the Offer is fully subscribed, and the Directors may accept a further 5,000,000 Shares in oversubscriptions. Following completion of the Offer, the capital structure of Dome will be as follows, if the Offer is fully subscribed:

Event Minimum subscription $0.5 million SHARES Number Holdings %

Offer Price $0.20

Shares on Issue at date of Replacement Prospectus* 112,457,310 97.83%

Shares to be issued under this Offer 2,500,000 2.17%

Total Shares on issue on closing of the Offer 114,957,310 100%

Market capitalisation at the Offer Price $23 million

UNLISTED OPTIONS Number

Options on issue at date of Replacement Prospectus (see Section 10.5) 10,148,395

TOTAL 10,148,395

*some of these shares may be subject to ASX escrow conditions for up to two years from the date of official quotation of the Shares on the ASX (refer Section 8.4)

PURPOSE OF THE OFFER and drilling. Several targets have already been identified and additional targets are The primary purpose of this Offer is to raise expected to be defined as the programs are funds to carry out exploration and evaluation implemented. Funding raised pursuant to this programs at several mineral tenements held offer will be applied towards the proposed Use by Dome in Fiji. The implementation of these of Funds set out in Section 1. programs is planned over the next two years, and is focussed on the discovery of heavy It should be understood that exploration is a mineral sand, gold and copper deposits, which dynamic process, with targets and priorities have the potential for economic development continually being revised as information in subsequent years. progressively generated by the exploration programs comes to hand. For this reason, The exploration programs proposed for each some of the exploration work to be carried out of Dome’s tenements in Fiji, together with over the next two years may differ from that budget estimates, are described in Section set out in the programs described in Section 7.1. In summary, the key components of 7.1. However, the objective of discovering these programs will be geological mapping, economic mineral deposits in Fiji will not change. geochemical and geophysical exploration

6 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 7 8 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 9 CORPORATE DIRECTORY

Board of Directors: Investigating Accountants:

Dr Garry Lowder (Chairman) Grant Thornton Corporate Finance Pty Limited Mr Andrew Skinner (Executive Director) Level 17, 383 Kent Street Mr Tadao Tsubata (Non-Executive Director) Sydney NSW 2000 Mr Allen Jay (Non-Executive Director)

Australian Auditors: Company Secretary: Grant Thornton Audit Pty Limited Mr Marcelo Mora Level 17, 383 Kent Street Sydney NSW 2000

Registered and Principal Office: Fijian Auditors Level 7, 71 Macquarie Street Sydney NSW 2000 KPMG t. +612 8203 5620 Level 10, Suva Central f. +612 9241 2013 Renwick Road e. [email protected] Suva, Fiji w. www.domegoldmines.com.au

Share Registry:

Computershare Investor Services Pty Limited Independent Consulting Geologist: 117 Victoria Street Mr John V McCarthy West End Qld 4101

Australian Legal Advisors: ASX CODE: DME

Websters Level 11, 37 Bligh Street Sydney NSW 2000

8 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 9 contained in this Replacement Prospectus. Any IMPORTANT such information or representation may not NOTICES be relied upon as having been authorised by Dome.

LODGEMENT AND LISTING NO OVERSEAS REGISTRATION This Replacement Prospectus is dated This Replacement Prospectus does not 6 September 2013 and it replaces the constitute an Offer in any place in which, or Prospectus dated 2 September 2013 lodged to any person to whom, it would not be lawful with ASIC on that day. Neither ASIC nor ASX to make such Offer. The distribution of this takes any responsibility for the contents of Replacement Prospectus in jurisdictions outside this Replacement Prospectus. No shares Australia may be restricted by law and persons will be allotted or issued on the basis of this who come into possession of this Replacement Replacement Prospectus later than 13 months Prospectus should seek advice on and observe after the date of this Replacement Prospectus. such restrictions. Any failure to comply with Application will be made to the ASX within 7 such restrictions may constitute a violation of days after the date of issue of this Replacement applicable securities laws. Applications can Prospectus for admission of Dome to the only be made by completing the appropriate Official List of ASX and for Official Quotation Application Form in full, in accordance with of the shares, the subject of this Replacement instructions contained on that form. Prospectus.

INVESTMENT AND OTHER RISKS NOTICE TO APPLICANTS Before deciding to invest in Dome, potential The Offer contained in this Replacement investors should read the entire Replacement Prospectus does not take into account the Prospectus and, in particular, in considering the investment objectives or individual financial prospects for Dome, investors should consider circumstances of the investor. It is important that the investment and other risk factors that could you read this Replacement Prospectus carefully affect the financial performance and assets and in full before deciding to invest in Dome. of Dome. Investors should carefully consider In particular in considering the prospects of these factors in light of personal circumstances Dome, investors should consider the risk factors (including financial and taxation issues). that could affect the financial performance of Dome is in the early stages of exploration Dome with regard to their personal financial and mining development and the risks are circumstances. Investors should seek advice therefore significant. The Shares offered by this from their professional advisors before deciding Replacement Prospectus should be considered whether to invest. There is no guarantee that speculative. Risk Factors are set out in Section 3. the Shares offered under this Replacement Prospectus will make a return on capital investment, that dividends will be paid on the Shares, or that there will be any increase in the EXPOSURE PERIOD value of the Shares in the future. This Replacement Prospectus is subject to an Exposure Period of 7 days from the date of its lodgement with ASIC and this period may be DISCLAIMER extended by ASIC for a further period of up to 7 days. The purpose of the Exposure Period No person has been authorised to provide is to enable this Replacement Prospectus to information or to make any representation be examined by market participants and in connection with the Offer, which is not

10 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 11 prospective investors prior to the raising of funds. FORWARD-LOOKING STATEMENTS Potential investors should be aware that this Certain statements in this Replacement examination may result in the identification of Prospectus constitute forward-looking deficiencies in the Replacement Prospectus statements. Investors should note that and in such circumstances any application those statements are inherently subject to that has been received may need to be dealt uncertainties in that they will be affected by a with in accordance with Section 724 of the variety of known and unknown risks, variables Corporations Act. Applications for Shares and other factors which could cause actual under this Replacement Prospectus will not values or results, performance or achievements be accepted by Dome until after the expiry to differ materially from anticipated results, of the Exposure Period. No preference will be implied values, performance and achievements conferred on persons who lodge Applications expressed, projected or implied in the during the Exposure Period. statements. Dome gives no assurance that the anticipated results, performance or achievements expressed or implied in those ELECTRONIC REPLACEMENT PROSPECTUS forward-looking statements will be achieved. A copy of this Replacement Prospectus can be downloaded from www.domegoldmines.com. au. Any person accessing the electronic version APPLYING FOR SHARES of this Replacement Prospectus for the purpose Investors who wish to subscribe for Shares must of making an investment in Dome must be an complete the Application Form included in this Australian resident and must only access the Replacement Prospectus. Replacement Prospectus from within Australia. The Corporations Act prohibits any person passing on to another person an Application Form unless it is attached to a hard copy of this PRIVACY Replacement Prospectus or it accompanies If you apply for Shares you will be asked to the complete and unaltered version of this provide personal information to Dome (and Replacement Prospectus. Any person may to Dome Gold Mines Limited Share Registry), obtain a hard copy of this Replacement which collects, holds and uses that personal Prospectus free of charge by contacting Dome. information in order to assess your application, service your needs as an investor, provide facilities and services that you may request FINANCIAL AMOUNTS and carry out appropriate administration. By submitting an Application Form, each applicant Money as expressed in this Replacement agrees that Dome may use the information Prospectus is in Australian dollars unless specified in the Application Form for the purposes set otherwise. out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, Dome’s agents, contractors and GLOSSARY third-party service providers (including mailing Certain terms and abbreviations used in houses), ASIC and other regulatory authorities. this Replacement Prospectus have defined meanings, which are explained in the Glossary in Section 11. ENQUIRIES

Enquiries concerning the Offer can be made on +61 2 8203 5620, Monday to Friday, 9:00am to 5:00pm (AEST).

10 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 11 INVESTMENT REGIONAL PROSPECTIVITY The islands of Fiji occur at the boundary of the OVERVIEW Pacific Plate with the Australian-Indian Plate.

This Investment Overview contains a summary These plates are rigid sections of the earth’s crust of what the Directors consider to be key and form a major part of the south-west Pacific information with respect to Dome and the Rim gold-copper province. Extensive gold- Offer. It is not a summary of this Replacement copper mineralisation occurs throughout the Prospectus. Pacific Rim, which stretches from New Zealand northwards to Fiji and then to Papua New If you are considering an investment in Dome, Guinea and branches through the Philippines it is important that you read this Replacement and the Indonesian Islands. Many first-rate gold, Prospectus carefully, in its entirety and seek gold-copper and copper deposits are found in professional advice where necessary before this tectonically active zone. deciding to invest in Dome. In particular, in considering the prospects for Dome, you A better understanding of the relationship should consider the risk factors that could between gold and copper deposits and affect the performance of Dome. The Offer high level magmatism has focussed recent does not take into account your investment exploration on young volcanic terranes of the objectives, financial situation and particular circum-Pacific region, including Fiji. There have needs. Accordingly, you should carefully been a number of major gold discoveries in the consider the risk factors in light of your personal western Pacific region, including Porgera and circumstances and seek professional advice Lihir Island, Papua New Guinea, Hishikari, Japan from your accountant, stockbroker, lawyer and Kelian, Indonesia, as well as redevelopment or other professional adviser before deciding of epithermal deposits mined earlier last century whether to invest. The Shares that are offered such as Waihi and Golden Cross, both in New under this Replacement Prospectus should be Zealand. considered speculative. Copper-gold porphyry deposits have been discovered in more deeply eroded but related volcanic environments including Namosi in Fiji, INTRODUCTION Panguna in Bougainville and porphyries with Dome is a mineral exploration company that associated skarn deposits, such as Ok Tedi in was incorporated on 8 July 2011 to hold three Papua New Guinea and Grasberg in Indonesia. highly prospective exploration tenements located in the Fiji Islands. The objective of The discovery of the large epithermal gold ore Dome is to provide an attractive return to body on the island of Lihir in Papua New Guinea shareholders through the discovery, delineation precipitated a reassessment by the mining and development of mineral deposits in Fiji. industry of the exploration potential of volcanic Dome’s existing projects are prospective for island arc systems in the Southwest Pacific heavy mineral sands (SPL1454), epithermal region. The recognition that the Lihir deposit and gold (SPL1451) and porphyry style copper-gold other gold prospects such as Simberi (Papua deposits (SPL1452). Dome is applying leading New Guinea), Gold Ridge (Solomon Islands), edge exploration techniques and technology Emperor at Vatukoula (Fiji) and Waihi (New in its quest for discovery in Fiji and the results Zealand) are epithermal in origin, having formed to date strongly support Dome’s belief that its at shallow depths within the volcanic pile in objectives will be achieved. island arc systems, led to exploration activity in these volcanic island chains. The targets of this exploration activity are caldera-related epithermal “Boiling Zone” deposits and porphyry copper-gold deposits in which gold potential

12 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 13 may have been under-appreciated during The Fiji Islands, as with most other mineralised previous exploration. Tenements held by Dome island arcs, have had a complex geological in Fiji contain a number of relatively untested history including at least one major arc reversal, features indicative of these deposit types. which has the effect of concentrating metallic elements especially gold, copper, silver, lead and zinc, in or near intrusive bodies of molten AREA SELECTION magma.

Fiji has a history of gold production extending Porphyry ore and/or epithermal mineral for over 70 years and commonly produces deposits form where volatile fractions of molten 120,000-130,000 ounces of gold per year. The crust rich in dissolved metals and silica, rise Emperor Gold Mine (owned by Vatukoula Gold to emplace themselves as disseminated or Mines Plc) highlights the prospectivity of Fiji to fracture fill ore bodies. In many cases, they may host major mines, with a past production of over vent to surface, either as hydrothermal activity 7 million ounces of gold (Moz Au) and current or volcanoes, giving rise to vein and breccia resources of just under 5 million ounces of gold. deposit styles.

Other Fiji deposits of significance are the Mt Such features are present in two of the Kasi Gold Mine, which is subject to plans to tenements of Dome, namely the Nadrau and recommence production, the Namosi copper- Kadavu Islands Tenements. gold deposit with approximately 52 million ounces of gold equivalent (in the world top Where erosion of volcanic-intrusive systems 5), the Tuvatu Gold Mine and the Cirianui and has been extensive and over a long period of Dakunimba gold deposits currently under time, such as at Dome’s Nasivi Delta Tenement, exploration by other companies. Fiji is still heavy minerals can be released from their largely under-explored and offers a significant primary source and redeposited downstream in opportunity for the discovery of new mines alluvial sediments. The Nasivi Delta is a location through the application of modern exploration where deposition of heavy minerals, such as techniques. magnetite and gold, has occurred from erosion of the Tavua caldera (location of Vatukoula Climatic conditions over all the islands are Gold Mine). Dome has sampled these alluvial tropical and much of the topography is rugged deposits, reliably for the first time, using a sonic and deeply weathered. Based on specialist drill to determine if commercial quantities of knowledge of the local Fiji geology, Dome these minerals are present in high enough selected tenements that cover large areas concentration to justify mining. The results to prospective primarily for gold mineralisation but date are most encouraging in that regard. also for copper-gold, silver and base metals. Two tenements are on the main island, Viti Levu and one on the Kadavu Island Group (see Figure 1). FIJI

The common association of mineralisation In a review undertaken for the United States with volcanic caldera features and, in Fiji in Trade and Development Program, by the East- particular, the intimate association of the West Centre, Honolulu it was recognised that Emperor (Vatukoula) Gold Mine with such a procedures for gaining land access for mineral caldera, makes these volcanic features a prime exploration and development in Fiji were among exploration target. A number of prospective the most favourable in the South West Pacific. targets have already been defined near similar The Government of Fiji, with a sound Mining caldera centres for immediate follow up that Act and administration founded on British law cover areas of alteration and/or anomalous is co-operative and pro-development, offering metal concentrations from earlier and more reasonable royalty and taxation structures, as recent exploration by Dome. well as negotiable taxation concessions to foster economic development.

12 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 13 DOME SPECIAL PROSPECTING LICENCES

SPL 1454 Nasivi Delta Tenement SPL 1451 Kadavu Islands Tenement • This tenement of 4,125 ha is located on the • This tenement of 4,213 ha on Kadavu north coast of Viti Levu, downstream of the and Ono Islands covers a number of Tavua Gold Field, which includes the Emperor hydrothermally altered and mineralised areas Gold Mine, owned by Vatukoula Gold Mines and caldera/volcanic centres. Plc. • The principal exploration target is epithermal • Emperor has produced over 7 million ounces gold-silver deposits. of gold since 1934 and reputedly has close to 5 million ounces of gold in defined resources. • The islands consist of coalesced products of a north-east trending line of 12 shoshonitic • The tenement contains a large deposit of volcanic centres that are similar in deltaic sediments (gravel, sand, silt and clay) geochemistry to those hosting the Emperor that also incorporates placer gold washed Gold Mine. down from the Tavua Gold Field, together with detrital magnetite and other heavy • Dome’s results to date strongly support the minerals derived from the volcanic rock suite “Vatukoula-type” epithermal gold exploration that hosts the Vatukoula deposit. model.

• Past exploration of the Nasivi Delta with pitting SPL 1452 Nadrau Tenement and churn drilling failed to produce samples • This tenement of 42,000 ha on the main sufficiently reliable to quantify the gold and island, Viti Levu, is adjacent to the world other heavy mineral contents. class Namosi Porphyry Copper-gold Project that reportedly contains the equivalent of • Exploration over the past two years by Dome, approximately 52 million ounces of gold. utilising more appropriate and modern techniques, such as ionic leach geochemistry • The Dome tenement contains a number of and sonic drilling, has substantially upgraded undrilled copper-gold-silver geochemical the Nasivi Delta as an exploration target. anomalies related to intrusive centres.

• This has been done by showing that the • Dome’s exploration so far has identified the sedimentary pile contains significant and Wainivau Prospect as the prime initial target potentially economic magnetite, together for porphyry-style copper-gold deposits. with placer gold.

• These results place the Nasivi Delta at the forefront of Dome’s program in Fiji and justify priority funding for this project.

14 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 15 EXPERIENCED BOARD AND Dome considers that the key to conducting an MANAGEMENT efficient and successful exploration program is by retaining high quality exploration personnel Dome’s board and management bring together and support teams coupled with a disciplined a complementary mix of practical exploration prospect ranking and review process. and corporate skills, with extensive experience in the following areas:

• Significant global exploration project KEY INVESTMENT RISKS generation, economic evaluation and mine You should be aware that there are risks development. associated with any securities investment and

• Exploration program management in that the Shares offered under this Replacement Australia, Fiji and other countries. Prospectus should be considered speculative. Mineral exploration and development is a • Building, managing and supporting high-risk business. Only a small percentage exploration teams. of individual exploration projects result in the discovery of viable economic resources and • Potential investors are referred to Section 4 even in those cases, there are substantial for details of the experience and roles of the development and operational risks to overcome Officers of Dome. before a commercial mine can be established. This is especially the case for mining in developing countries where economic, political, EXPLORATION STRATEGY AND regulatory and other risks may be greater than RESOURCING those in developed countries.

Dome’s strategy is to advance the Nasivi Key risk factors that should be considered by Delta Tenement to resource status and pre- you are set out in Section 3. Additional risks and development feasibility study within the next uncertainties that Dome is unaware of, or that two years, as this project is currently seen as it currently does not consider to be material, offering the best potential for early cash flow may also become important factors that may that would support Dome’s growth objectives. have an adverse effect on Dome. You should The aim is to give priority to Nasivi but also specifically consider the factors contained in to conduct sufficient work on the other two Section 3 and elsewhere in the Replacement tenements over the next two years to verify the Prospectus in light of your own investment target concepts described in this Replacement objectives and financial circumstances, and Prospectus. In practice, that will mean that most should seek professional advice from your of the anticipated drilling will occur at Nasivi but accountant, stockbroker, lawyer or other that some reconnaissance level drilling can be professional advisor before deciding whether to expected at the other two tenements. Major invest in Shares. exploration expenditure on SPL1451 and SPL1452 is likely to be delayed until the future potential The nature of the risks is both general to the of the Nasivi Delta has been determined, and, mineral exploration industry and specific to if that outcome is positive, cash flow from Nasivi Dome. The key risks include, but are not limited begins. to:

14 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 15 Dome Exploration There is no guarantee of exploration success. Mineral exploration activities and Operational are subject to numerous risks, many of which are beyond Dome’s control. Risk These include, but are not limited to, failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, difficulties in commissioning and operating plant and equipment, and extended interruptions due to inclement or hazardous adverse weather conditions.

General Economic Availability of labour and machinery, movements in interest, inflation rates Conditions and currency exchange rates may have an adverse effect on Dome’s exploration activities, as well as on its ability to fund those activities. Currently there are no defined mineral reserves or resources on the Tenements that Dome has acquired, and there can be no guarantee that the planned exploration programs will lead to positive exploration results and the discovery of a commercial deposit or further, the establishment of any commercial mining operations. Dome has committed to a drilling program and as such technical, logistical, mechanical and other issues may arise that impede on the timing of the work and the delivery of the results.

Dome’s Limited Dome was incorporated on 8 July 2011 and does not have a significant Operating History operating history. To date, no gold deposits or resources have been and Preliminary discovered on the Tenements which Dome, through its wholly owned Stage of Project foreign subsidiary, has acquired in Fiji, and only relatively limited exploration Assessment activities have occurred on these Tenements. The prospects of Dome must be considered in light of the risks, and the expenses and difficulties frequently encountered by companies in their early stage of development. This is particularly relevant in the mineral exploration sector, which has a high level of inherent uncertainty.

Capital Adequacy Dome is operating as an explorer and as such is reliant on capital. From time to time further capital may need to be raised and at such time market conditions may be adverse.

Tenements in Fiji In order for these Tenements which Dome, through its wholly owned foreign subsidiary, has acquired in Fiji, to be held and renewed, Dome must satisfy the mining legislation in Fiji and comply with conditions on the Tenements such as minimum expenditure requirements and environmental standards. There is no assurance that the Government of Fiji will not make material changes to the mining legislation or that Tenement approvals or renewals will be given as a matter of course or on similar economic terms. There is no guarantee that any Tenements undergoing renewal in the future will be granted. There is the additional risk that there could be changes to government policy and mining legislation in Fiji that could materially and adversely affect Dome’s rights and costs associated with holding those Tenements.

16 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 17 Title Risk Dome could lose the right to explore or its interest in or its title to the Tenements, if licence conditions are not met or if insufficient funds are available to meet expenditure conditions. There is no guarantee that any Tenement applications or conversions to mining leases in which Dome has a current interest will be granted or that the Tenement conditions, obligations and terms can be economically complied with.

Dome’s Reliance Dome’s success depends to a significant extent upon its key personnel, on Key Personnel including those engaged on a contractual basis. In the event that there is a loss of key personnel, Dome may not be able to locate or employ individuals with suitable qualifications and experience to operate in Fiji on acceptable terms.

Dome has No Dome has no other means of generating income or cash flows. If Dome Alternative Sources is unable to obtain additional financing as needed, it may be required to of Revenue and reduce the scope of its operations and scale back its exploration program. Future Funding Risk

Legal System in Fiji The legal system in Fiji is different from that in Australia. This may create particular issues with respect to licences and agreements for business. The legal requirements may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that licences, licence applications or other legal arrangements will not be adversely affected by the actions of the Government authorities or others to the detriment of Dome. The effectiveness of the enforcement of legal arrangements by Dome also cannot be assured.

Community Dome’s ability to undertake exploration on the Tenements will depend Relations and in part on its ability to maintain good relations with the relevant local Landowners communities. Any failure to adequately manage community expectations with respect to compensation for land access, artisanal mining activity, employment opportunities, impact on local business and any other expectations may lead to local dissatisfaction, disruptions in the exploration program and potential losses to Dome.

General Market Dome’s financial performance and ability to execute its business strategy Fluctuations will be impacted by a variety of general market, political, social, stock and Economic market and business conditions beyond Dome’s control. In particular, Conditions Dome is exposed to commodity price and foreign exchange risk, including the risk that the price of gold or copper could fall. In the event that the price of gold or copper falls significantly, the expected value of Dome’s interest in the Tenements, and therefore the value of Dome, is also likely to fall. Dome also faces foreign exchange risk as a significant portion of Dome’s future Tenement payments and exploration costs will be denominated in Fijian dollars and other foreign currencies. Consequently, a fall in the value of the Australian dollar against the Fijian dollar and/or other currencies would increase the costs for Dome.

16 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 17 Securities Investors should be aware that there are risks associated with any securities Investments Risks investment. The prices at which Dome’s Shares trade may be above or below the Offer price, and may fluctuate in response to a number of factors including general economic conditions and share market volatility unrelated to the specific performance of Dome. Neither Dome nor the Directors warrant the future performance of Dome or any return on an investment in Dome.

Sovereign Risk in Fiji is a developing country and Dome’s operations in this country are Fiji subject to numerous risks associated with operating in foreign emerging countries. These include economic, social and political instability, changes of law affecting foreign ownership, government participation, taxation, and repatriation of income or return of capital. These risks may affect the viability and profitability of Dome.

Environmental Risk Dome intends to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. However, the legal framework governing environmental laws is constantly changing and compliance may be difficult, costly and could result in delays to a project. As a result of exploration, operational and environmental risk, actual costs may materially differ from forecast costs. This could also adversely affect Dome’s viability and profitability of Dome.

THE CURRENT FINANCIAL POSITION OF DOME

The following table summarises the audited consolidated statement of financial position at 30 June 2013, and the pro forma consolidated statement of financial position at 30 June 2013 assuming completion of the Offer and the pro forma adjustments which are summarised in Section 6 Note 1.

Reviewed Reviewed Minimum Over Audited As at 30 June 2013 subscription subscription $’000 pro forma pro forma $’000* $’000*

Total current assets 1,068 2,442 3,441

Total non current assets 872 872 872

Total assets 1,940 3,314 4,313

Total liabilitiess (708) (69) (69)

Net assets 1,232 3,245 4,244

*See Section 6, Note 1 “Pro Forma Adjustments”, in the Notes to the Pro Forma Consolidated Statement of Financial Position.

18 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 19 DETAILS OF THE OFFER

SECTION ONE

THE OFFER APPLICATIONS

This Replacement Prospectus is for an offer of a If you wish to participate in the Offer, you must minimum of 2,500,000 Shares at an issue price of complete the Application Form accompanying 20 cents each to raise up to $500,000 (AUD). this Replacement Prospectus in accordance with the instructions set out therein. Application In the event that the issue is fully subscribed moneys will be held in a separate bank account the Directors may, at their discretion, accept on behalf of applicants until the Shares are oversubscriptions for up to 5,000,000 Shares at an issued. If any Application is rejected in whole or issue price of 20 cents per Share to raise up to a in part, the amount tendered in respect of the further $1,000,000 (AUD). Shares that have not been issued will be repaid to the unsuccessful applicant, without interest. The maximum amount that may be raised under this Replacement Prospectus, including oversubscriptions, is $1,500,000 (AUD). ISSUE OF SHARES

Subject to ASX Listing Rules, the Directors reserve MINIMUM SUBSCRIPTION the right, in their absolute discretion, to accept any Application in whole or in part, or to reject The Minimum Subscription for the Issue is any Application. If the Directors decide to $500,000. If the Minimum Subscription is not accept your Application and issue the Shares, raised within three months after the date of this either in whole or in part, they will issue the Replacement Prospectus, the Directors will not Shares and dispatch a holding statement to you proceed and all application moneys will be as soon as practicable after the closing date, returned to the Applicants (without interest). together with any Application moneys received in excess of the number of securities that you Subject to the Minimum Subscription being have been issued. raised, the issue of Shares will proceed as soon as possible after the Closing Date and after ASX permission for Official Quotation of the Shares is received. CLOSING DATE

The closing date for the Offer will be 5.00 pm The Directors reserve the right to accept on 10 October 2013. The Directors may, in their oversubscriptions up to a further $1,000,000 absolute discretion, close the Offer at any other subject to such subscriptions being received by date and time, without notice. the same date as is required for the minimum subscription moneys. If such oversubscriptions are accepted then the whole amount thereof will be applied to further exploration and evaluation of the tenements.

18 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 19 APPLICATIONS FOR SHARES WHEN TO APPLY

An Application must be made on the Applications may be lodged at any time after Application Form attached to this Replacement the end of the exposure period. The Public Offer Prospectus in accordance with instructions on will remain open until 5.00pm Eastern Standard the back of that form. The amount payable on Time on 10 October 2013 subject to the right of Application is 20 cents ($0.20) per Share. An Dome to close the Offer earlier or extend the Application must be for a minimum of 10,000 Offer, in each case without prior notice. Early Shares and thereafter in multiples of 5,000 Shares lodgement of your Application is recommended and accompanied by payment of 20 cents as the Offer may be closed early. ($0.20) per Share. Completed Application Forms and accompanying cheque must be delivered to: AUSTRALIAN SECURITIES EXCHANGE LISTING Dome Gold Mines Limited C/- Computershare Investor Services Pty Limited Within seven days from the date of this Replacement Prospectus, Dome will apply to Mailing Address: the ASX to be admitted to the Official List and Computershare Investor Services Pty Limited for Official Quotation of: GPO Box 2115 Melbourne VIC 3001 • the Shares issued under this Replacement Australia Prospectus; and

Phone Line Details: • all existing Shares. 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia) As referred to elsewhere in the Replacement Prospectus, some of the existing Shares will be The Directors will determine the allocation of subject to ASX escrow provisions. Shares to Applicants under this Offer. Shares will rank equally in all respects with existing Shares The ASX takes no responsibility for the contents on issue. of the Replacement Prospectus. The fact that the ASX may admit Dome to the Official List is The Directors reserve the right to reject any not to be taken as an indication by the ASX of Application or allot to any Applicant a lesser the merits of Dome or the Shares offered under number of Shares than those for which an this Replacement Prospectus. Application has been made, provided that the minimum allocation to each successful If permission is not granted for Dome to be Applicant will be 10,000 Shares. Application admitted to the Official List before the end of moneys under this Replacement Prospectus will four months after the date of the issue of this be held in trust and will not be released until the Replacement Prospectus, Dome will (subject to Minimum Subscription is achieved. any variations that ASIC may approve):

If any of these conditions do not occur a. repay all Application moneys received with within four months of the date of issue of this respect to the Offer; or Replacement Prospectus, then Dome will b. give the applicants a supplementary or refund all Application moneys, without interest. replacement prospectus and 1 month to If the conditions are met, it is anticipated that withdraw their Applications and be repaid; or Application moneys would be released to Dome on or after quotation. c. issue the Shares to the applicants and give them a supplementary or replacement prospectus and 1 month to withdraw their Applications and be repaid.

20 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 21 APPLICATIONS OUTSIDE AUSTRALIA a bank account statement) by Dome which sets out the number of Shares allotted to each The Offer under this Replacement Prospectus investor under this Replacement Prospectus. For does not constitute a public offer in any investors who elect to hold their Shares on the jurisdiction outside Australia and New Zealand. CHESS sub-register, Dome will, on allotment, issue This Replacement Prospectus does not, and is an advice to investors that sets out the number not intended to constitute, an Offer in any place of Shares allotted to the investor under this or jurisdiction in which, or to any person to whom Replacement Prospectus and at the end of the it would not be lawful to make such an Offer or month following the allotment, CHESS (acting issue this Replacement Prospectus. on behalf of Dome) will provide investors with a holding statement that confirms the number of The distribution of this Replacement Prospectus Shares allotted. in jurisdictions outside of Australia and New Zealand may be restricted by law and persons A holding statement (whether issued by CHESS who come into possession of this Replacement or Dome) will also provide details of an investor’s Prospectus should seek advice on and observe Holder Identification Number (in the case any such restrictions. Any failure to comply with of a holding on the CHESS sub-register) or a such restrictions may constitute a violation of Shareholder Reference Number (in the case of applicable securities laws. a holding on the issuer-sponsored sub-register). Following distribution of these initial holding It is the responsibility of persons who are not statements to all investors, a holding statement residents of Australia or New Zealand to obtain will only routinely be provided to an investor at all necessary approvals for the allotment and the end of any subsequent month during which issue of shares pursuant to this Replacement the investor’s holding of Shares changes. Prospectus. The return of a completed Application Form by an Applicant outside Australia and New Zealand will be taken by Dome to constitute a representation and PURPOSE OF THE OFFER warranty by the Applicant that all approvals The purpose of the Offer is to provide Dome with have been obtained. funding:

Applicants who are nominees or persons • To facilitate the listing of Dome’s shares on the proposing to act as nominees should seek Australian Securities Exchange; independent advice as to how they should proceed. • To provide working capital to meet the costs of the Offer and the general operating costs of Dome; and CHESS • To provide working capital to advance Dome will be admitted to participate in the the exploration program as outlined in this Clearing House Electronic Sub-register System Replacement Prospectus. (CHESS) in accordance with the Listing Rules and the SCH Business Rules. On admission to CHESS, Dome will operate an electronic issuer- USE OF FUNDS sponsored sub-register and an electronic CHESS sub-register. The two sub-registers will make up Dome intends to apply funds raised from Dome’s principal register of securities. the Offer together with Dome’s existing cash reserves amounting to approximately $2.4 Dome will not issue share certificates to investors. million in total as follows (assuming the Offer is Instead, investors who elect to hold their Shares subscribed to the minimum $0.5 million). on the issuer-sponsored sub-register will be provided with a holding statement (similar to

20 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 21 Funds Total $

Total funds raised under the Offer 500,000

Cash costs of the offer (207,000)

Pro forma cash reserves before the Offer 2,083,690

Total funds available 2,376,690

Use of funds Year 1 $ Year 2 $

Evaluation and exploration* 376,977 499,713 876,690

Working Capital 346,000 346,000 692,000

Management Services fees (Charvest P/L) 404,000 404,000 808,000

Total 1,126,977 1,249,713 2,376,690

*For full details of funds being applied to the exploration program see the Independent Geologist’s report in Section 7.1.

Any amounts raised as a consequence of oversubscriptions will be applied to further exploration and evaluation of the tenements.

CAPITAL ADEQUACY Application will be returned in full by cheque within 30 calendar days of the Closing Date for On a pro forma basis as at 30 June 2013 prior to Applications. Interest will not be paid on moneys the offer Dome has approximately $2,083,690 of refunded. cash reserves. The Shares will be allotted and entitlement The Directors are satisfied that, subject to notices dispatched to holders as soon as receipt of the Minimum Subscription (as detailed possible after determination by Dome of above), Dome will have sufficient working entitlements. capital to meet its stated objectives, including implementation of its exploration program, in full as described above and in Section 7.1. DIVIDEND POLICY Dome has budgeted on the basis of its It is the present intention of the Directors to exploration programs operating over two years. apply surplus cash flow to fund the exploration Dome expects that in the future there will be of Dome’s project portfolio and any resultant a requirement for further funding in order to development or production and to generate develop its programs further. new opportunities, rather than distributing these moneys in the form of dividends. The Directors can give no assurances as to the ALLOTMENT OF SHARES amount, timing, franking or payment of any future dividends by Dome. The capacity to pay Allotment of the Shares under this Replacement dividends will depend on a number of factors Prospectus will take place as soon as including future earnings, capital expenditure practicable after the Closing Date of the Issue. requirements and the financial position of Dome. Application moneys will be held in a subscription Until Dome declares a profit from its activities account until allotment. it is unlikely that the Directors will declare a Where the number of Shares allotted is less than dividend. the number applied for, the surplus moneys will be returned by cheque within 30 days of the Closing Date for Applications. Where no allotment is made, the amount tendered on

22 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 23 COMPANY AND TENEMENT REVIEW

SECTION TWO

PROPOSED EXPLORATION & to generate cash flow by producing gold, DEVELOPMENT PROGRAMS 2013-2014 magnetite and possibly other heavy mineral products from the alluvial materials of the delta. Dome currently holds three exploration tenements in Fiji, namely SPL 1451 (Kadavu-Ono Within SPL 1451 Dome has identified a Islands Tenement), SPL 1452 (Nadrau Tenement number of near-surface epithermal gold-silver and SPL 1454 (Nasivi Delta Tenement). Each of prospects, particularly on Ono Island and has these tenements is held 100% by Dome and, also recognised potential for deeper porphyry as intimated in the Chairman’s Letter (page 4), copper-gold mineralisation. each offers attractive and somewhat different exploration targets. In the case of SPL 1452 the primary targets are porphyry copper-gold deposits, which may be At Nasivi (SPL 1454), Dome is exploring an alluvial under some cover, although that cover itself is delta at the mouth of the Nasivi River, which thought to be prospective for epithermal style drains the Emperor Gold Mine (not owned gold-silver deposits. by Dome) and its surrounding area. Previous exploration by Dome and others has indicated Comprehensive descriptions of each of the that the alluvial sediments of the Nasivi Delta Dome tenements, including details of previous may contain detrital gold, presumably derived exploration by Dome and others, are provided from the Vatukoula (Emperor Mine) area, and in the Independent Geological Report in magnetite, probably derived from volcanic Section 7.1. The purpose of the statement terrain in the river’s catchment. The particular below is principally to outline Dome’s plans for attraction of Nasivi for Dome is its potential for exploration at its Fiji properties over the balance rapid and low cost advancement, with scope of 2013 and into 2014.

Figure 2-1 – SPL1454 Tenement Location Map 22 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 23 SPL 1454 – NASIVI DELTA TENEMENT

Past exploration work in the Nasivi Delta area (Figure 2-1) undertaken in part by Dome, included a seismic survey, grid based ionic leach soil geochemistry and the drilling of 36 holes using a sonic drill rig. The soil sampling confirmed the presence of gold within the dry land alluvial area of the Nasivi Delta. However, the sonic drill core samples generally contained low gold values with only 4 of the 2 metre composite core samples containing 0.1g/t Au or greater. These results are considered inconclusive as the coarse gravel beds where gold is likely to be most concentrated were not effectively sampled. Modifications to the sonic drill have been made so that in the next drill campaign these beds can be penetrated by the drill and effectively sampled for gold. Figure 2-2 – SPL1451 Tenement Location Map

The sonic drill samples did confirm that significant and current activity may have increased heavy quantities of magnetite and other heavy mineral and magnetite concentrations. minerals were present in the sand deposits of the delta. A bulk sample of 150 kilograms of heavy Samples from the sonic drilling will be tested for mineral sand was processed through a pilot their gold, magnetite and other heavy minerals plant replicating the standard gravity and wet content. Analysis of the results and an initial magnetic processes in a typical heavy mineral resource estimate will follow, leading to a pre- treatment facility. The pilot plant produced feasibility assessment that should outline possible a magnetite concentrate assaying 54.9% Fe mining parameters and economics. and showed that pyroxene was also a major Initial assessment will also be made to define component of the non-magnetic heavy mineral key environmental and social issues. It should fraction. Further metallurgical tests are proposed be noted that recent flooding of the delta has to select the best method to upgrade of the led the Government to implement a program to magnetite concentrate to higher percentages move settlements located on the delta to other, of iron (commercial concentrates contain less flood prone areas. This may be an ongoing 55 to 57% Fe). Work will also be undertaken process and Dome may need to cooperate with to determine the commercial value of the and assist the Government relocation program, pyroxene concentrate. should a decision to mine at Nasivi be made. The sonic drill testing of the dry land section With appropriate resources available for an of the delta, with a series of 400m spaced drill accelerated program of drilling, engineering, holes confirmed that large deposits of heavy metallurgical, environmental and social impact mineral bearing sands are present in the delta studies, it is hoped to have a full feasibility report sediments. Average total heavy mineral available within 2 years of listing. contents from 36 drill holes is approximately 30%, comprising mainly magnetite, ilmenite This feasibility report will form the basis of a and pyroxene. The drilling indicated that both submission for a mining permit. Assuming that the thickness and heavy mineral content of Dome has been able to work closely with the Fiji the sand deposit was increasing northward Mineral Resources Department during the pre- toward the ocean. The next phase of sonic feasibility and feasibility stages, the objective drilling will sample the coastal and near shore would be to seek formal approval for a mining sand deposits where it is believed ocean wave project immediately thereafter. The budget

24 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 25 allocated for Nasivi in the first 12 months is Experience elsewhere has shown that the IL $210,406, mainly for the sonic drilling program; technique can potentially detect mineralisation follow up in the second year including infill sonic buried under cover and together with drilling and pre-feasibility studies, is budgeted at appropriate geophysical exploration, should $227,939. allow the effective three dimensional modelling of a target mineralised zone for drill testing.

This program of drill target definition, using SPL 1451 – KADAVU-ONO ISLANDS geological mapping, geochemistry and TENEMENT geophysics, should be completed over 2 years SPL 1451 is located in the southern part of Fiji with an initial round of drilling planned for 2015. The and is in two parts (see Fig. 2-2): one part is proposed budgets for this work are $78,902 in year on the north side of Kadavu Island (“Gasele”) 1 and $109,586 in year 2, as shown in more detail in and the other covers most of the nearby and the Independent Geological Report. smaller Ono Island (“Ono”). In each case, epithermal gold (or gold-silver) mineralisation is the primary target type, based on interpretation SPL 1452 – NADRAU TENEMENT of results recorded by previous explorers in the area, who reported anomalous stream Dome has identified two major prospects within sediment geochemistry and mapped zones of SPL 1452, namely Wainivau, which is located on hydrothermal rock alteration and silicification, the western side of the tenement and Wainivalau although no outcropping gold mineralisation on the eastern side (Figure 2-3). Both prospects was reported. This could be because the gold- have significant potential for epithermal gold-silver mineralised parts of these systems, if they exist, mineralisation and related porphyry copper-gold- may not yet have been exposed by erosion. This molybdenum mineralisation. tenement also offers potential for porphyry style copper-gold mineralisation, which may lie at Wainivau Prospect depth below the postulated epithermal systems, especially within the Ono Island part of SPL 1451. A stream sediment copper anomaly has been known in this prospect area since the 1970s, Dome recently completed an initial program however, previous work failed to define a focus of systematic ridge and spur soil sampling using to mineralisation in the area. ionic leach (“IL”) analysis, over both the Gisele and Ono areas. This work has identified several During 2011-12, Dome completed an extensive geochemically anomalous zones associated ridge and spur soil sampling program over the with hydrothermal alteration requiring follow-up area and the samples were analysed by the detailed sampling and geological mapping. ionic leach technique. This work defined two related areas of mineralisation.

Figure 2-3 – SPL1452 Tenement Location Map

24 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 25 • One of these is a broad (open to the intensity make it an attractive target for the east) multi-element anomaly that has longer term. the geochemical signature of a porphyry copper system. The tenor of this signature Of more immediate interest is the potential for suggests that porphyry mineralisation may near surface epithermal gold mineralisation be encountered at relatively shallow depths. that may be located above or on the northern As a potentially large system, this target may periphery of the postulated porphyry system, require several years of intensive exploration within the Dome licence area. As that area before a resource can be outlined. is currently a forest reserve, any exploration activity must be of low impact nature. Ridge • The other area of interest is a northeast- and spur soil sampling would meet with this trending multi-element anomaly that has requirement and that is planned as the initial epithermal characteristics, but appears to survey method. Any anomaly located by this be closely related to the major structure, survey could then be further defined using which controls the course of the Sigatoka ground based Induced Polarisation surveys. River. Potentially, this anomaly may extend to the western side of the river. This mineralised Attractive drill targets that are defined at system is more likely to be located at near Wainivalau will require Dome to present a surface levels. If so, it offers potential for rapid detailed drill program to the Fijian Mineral advancement to the definition drilling stage. Resources Department, including methods to minimise environmental impact and gain The follow up program of work will include specific landowner consent. Such a program is extension of the sampling on both the eastern and likely to involve helicopter supported drilling and western side of the area to define the extent of the will require Fiji Government clearance. system. In addition, more detailed infill sampling will be completed in the main anomaly areas to The overall budgets for the first 2 years for SPL fully evaluate these zones and delineate areas for 1452, as detailed in the Independent Geological Induced Polarisation surveys. Geological mapping Report, are $87,669 and $162,188 respectively. will be useful in understanding the surface expressions of these systems and it is proposed to CONCLUSION carry out reconnaissance mapping of the western side of the Sigatoka River to locate where the Completion of the proposed programs at all three of Dome’s possible repetition of the eastern anomalous zone Fiji Tenements in the next 2 is located. years will be challenging but is achievable if no significant This program of follow up soil sampling should be delays beyond Dome’s control completed by the first quarter of year 1. From are encountered. High priority those results, initial targets should be defined for will be assigned to Nasivi, as it Induced Polarisation geophysical surveys with has the strongest potential for drilling to follow as soon as possible thereafter. short term cash flow generation. While exploration activity Wainivalau Prospect progresses at Nasivi, the other Tenements have potential for At Wainivalau, the presence of a possibly major ore deposit discovery mineralised intrusive system (in part, the that is attractive to Dome and Sovi Basin intrusive) is suggested by aero- could add substantially to the magnetic data, together with a very significant value of Dome’s asset base as anomalous airborne radiometric potassium potential mineral discovery and signature. Modelling suggests that any porphyry potential development paths mineralisation in this system could be under are determined by ongoing significant cover. Nevertheless, its size and exploration in the medium to long term.

26 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 27 INVESTMENT RISKS

SECTION THREE

1. Operational and Technical Difficulties

2. Investment Risks

3. Mining and Exploration Risks

4. Economic Factors

5. Resource Estimates

6. Exploration Licence Conditions

7. Financing Risks

8. Rehabilitation of Tenements

9. Environmental Issues

10. Personal Risk Factors

11. Share Market and Liquidity Risk

12. Timetable

13. Tenements

14. Concentration of Shareholding

15. Sovereign Risk

16. Local Community Relations

17. Dome’s Contractual Risk

18. Dome’s Reliance on Key Personnel

19. Dome has no Alternative Sources of Revenue and Future Funding Risk

20. Legal System in Fiji

21. General Risk Factors

26 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 27 INTRODUCTION material adverse effect on the profitability of Dome and ultimately the value of Dome and its There are a number of risks and uncertainties, Shares. both specific to Dome and of a general nature, which may, either individually or in combination, affect the future operating and financial 2. Investment Risks performance of Dome, its prospects, and/or Mining and exploration is subject to various the value of its securities. In particular, Dome is factors and uncertainties and accordingly subject to risks relating to the exploration and the investment in Shares issued under this development of mineral properties, which are Replacement Prospectus should be considered not generally associated with other businesses. speculative. Investors interested in capital gains Many of the circumstances giving rise to should consider that the value of the Dome’s these risks are beyond the control of Dome, its shares might fluctuate. Investors interested in an Directors and management. income stream from dividends should recognise that Dome will have no revenue stream until This section describes key risks associated with a discovery is found, and a decision made an investment in Dome. It is not an exhaustive to either sell the Tenements or develop and list of the risks and should be considered in commission a mine into production. Investors conjunction with other information disclosed should also appreciate that exploration in in this Replacement Prospectus. Additional particular involves selecting a portfolio of risks and uncertainties that Dome is unaware projects where expenditure is applied to test of, or that it currently does not consider to be a prospect progressively during exploration material, may also become important factors programmes, unless a resource is delineated that may have an adverse effect on Dome. or an anomaly worthy of further testing is Investors should specifically consider the factors discovered, sufficient to increase value as an contained in this section and elsewhere in exploration project. A business decision might be the Replacement Prospectus in light of their made that the prospect is not worthy of further own investment objectives and financial testing or further testing is too expensive and the circumstances, and should seek professional prospect should be written off. advice from their accountant, stockbroker, lawyer or other professional advisor before deciding whether to invest in Shares. 3. Mining and Exploration Risks Geological exploration activity, project 1. Operational and Technical development and mining by its nature contain Difficulties risk. Exploration is a speculative activity and success in ascertaining economic recoverable Possible operational and technical difficulties resources can never be guaranteed. Mineral might unexpectedly be encountered in exploration activities are subject to numerous achieving Dome’s objectives. These difficulties risks, many of which are beyond Dome’s may be caused by failure to achieve the control. Where exploration is conducted, drilling economic grades postulated by geological operations can be affected by adverse weather interpretations to be used by Dome at any conditions, industrial disputes, government of Dome’s Tenements and may result in regulations, environmental issues and downgrading, termination or writing off of the unforeseen increases in establishment costs. respective exploration project. Other factors that may affect Dome’s operations include, General economic conditions such as the start-up risks, failure to locate or identify availability of labour and machinery, fluctuations deposits and adverse weather conditions. The in interest and inflation rates and foreign occurrence of operating risks leading to the exchange rates may have an adverse effect curtailment, delay or cancellation of Dome’s on Dome’s exploration activities and their operations may result in Dome incurring ability to fund these activities. Currently, there significant financial costs. This may have a are no defined mineral reserves or resources

28 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 29 on the Tenements Dome has acquired, and may also occur as a result of factors influencing to which Dome has a contractual right to the price of shares in exploration and mining acquire and there can be no guarantee that companies or share prices generally. Investors the planned exploration programs will lead to should also consider that if a resource is positive exploration results and the discovery of discovered, development of a mine will require a commercial deposit or further, a commercial obtaining further approvals and will involve mining operation. additional expenditure. Dome may need to raise additional capital for this purpose or seek Development of existing resources may involve joint venture partners. There is a risk that such stages of resources assessment leading pre- approvals may not be granted and that capital feasibility and feasibility studies. In addition, the or joint venture partners may not be available. SPLs are subject to standard licence conditions, which may restrict or affect Dome’s operations. 5. Resource Estimates In some sensitive parts of the Tenements, the SPLs may overlay various state forests, reserves Resource estimates are expressions of judgment or other zones which are also subject to based on knowledge, experience and industry government conditions and regulations which practice. Estimates, which were valid when may prevent restrict or affect the ability of Dome originally calculated, may alter significantly to explore in those areas of the SPLs. There may when new information or techniques become be heritage sites throughout the Tenements, available. In addition, by their very nature, which may restrict activity. The Directors of resources estimates are imprecise and depend Dome do not consider that any such conditions to some extent on interpretations, which may or regulations constitute a material risk to the prove to be inaccurate. As further information carrying out of Dome’s exploration programmes. becomes available through additional fieldwork and analysis, the estimates are likely to change. 4. Economic Factors This may result in alterations to development and mining plans, which may, in turn adversely Investors should consider the impacts of supply affect Dome’s operations. and demand for commodities, fluctuations in commodity prices and exchange rates, Australia’s and Fijian inflation rates and 6. Exploration Licence Conditions interest rates. International prices of gold are Dome could lose the right to explore or its denominated in US$, whereas the income and interest in or its title to the Tenements, if license expenditure of Dome will be taken into account conditions are not met or if insufficient funds are in Australian currency. This income stream will available to meet expenditure conditions. There expose Dome to fluctuations and volatility of is no guarantee that any Tenement applications the exchange rate between the US$ and the (including in relation to the Nasivi Delta, Kadavu A$ as determined in international markets. and Nadrau Tenements in Fiji) or conversions to Consequently, a fall in the value of the A$ mining leases in which Dome has a current or against the US$ and/or other currencies would potential interest in will be granted or that the increase costs for Dome. The demand for, and Tenement conditions, obligations and terms price of, commodities are highly dependent on can be economically complied with. While international demand and supply, the level of Dome intends to meet the conditions of the consumer demand, the price and availability SPLs (avoiding unnecessary disturbance to the of alternative commodities, and global political environment, obtaining consent of landowners and economic conditions. to access tenements, lodging reports and meeting minimum expenditure commitments), All of these factors have a bearing on operating Dome’s failure to satisfy these conditions could costs, potential revenue and share prices. As result in cancellation or relinquishment of the Dome is an exploration company, market SPLs. perceptions of the value of its Shares alter significantly from time to time. Fluctuations

28 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 29 7. Financing Risks actual costs may materially differ from forecasts costs. This could also adversely affect Dome’s Dome’s capital requirements depend on viability and profitability of Dome. numerous factors. Depending on Dome’s ability to generate income from its operations, Dome may require further financing in addition 10. Personal Risk Factors to amounts raised under the capital raising. The investment detailed in this Replacement Any additional equity financing will dilute Prospectus may not be suitable for all its shareholdings, and debt financing, if available, recipients. Potential investors should consider may involve restrictions on financing and carefully whether an investment in Dome is operating activities. If Dome is unable to obtain suitable for them in the light of their personal additional financing as needed, it may be circumstances and the financial resources required to reduce the scope of its operations available to them and their personal taxation and scale back its exploration programmes as obligations. Prospective investors should be the case may be. aware that the market price of the Shares following official quotation may be influenced 8. Rehabilitation of Tenements by many unpredictable factors and that subscribing for Shares involves various risks. While In relation to Dome’s planned exploration some of the risks can be minimised by the use of programmes, issues could arise from time to safeguards and appropriate systems, some are time with respect to abandonment costs, outside the control of Dome. consequential clean-up costs, environmental concerns and other liabilities. In most of these instances, Dome could become subject to 11. Share Market and Liquidity Risk liability if, for example, there is environmental The Shares are to be listed on the ASX and pollution or damage from Dome’s exploration investors will be able to offer their Shares for activities and there are consequential clean-up sale freely on that market. However, there is no costs at a later point in time. It is not possible to assurance of the price at which listed Shares quantify any such contingent liability and, whilst will trade or that there will be any buyers at all. no guarantee can be given, Dome has received New investors should therefore be prepared to no claims or advices, which would suggest that hold their Shares for extended periods pending there is any particular exposure in relation to any the development of Dome and potential of its present interests. opportunities emerging in the future. Most of the existing shareholders’ Shares will be escrowed 9. Environmental Issues for period between 12 months to 24 months as the ASX determines. Accordingly a significant Before exploration activities are undertaken, amount of Shares will not be available to be environmental studies may need to be carried traded on the ASX during these periods. This may out. Whilst Dome cannot guarantee that there affect the liquidity of trading in Dome’s Shares, will not be environmental difficulties, Dome is not which may mean lower volume of Shares being aware of any particular concern with respect traded in Dome’s Shares. The market price of to its planned exploration activities in relation Shares may be subject to general movements to its existing tenements. Dome intends to in local and international stock exchanges, conduct its activities to the highest standard of economic conditions, prices of gold and base environmental obligation, including compliance metals, currency fluctuations and interest rates. with all environmental laws. Dome intends on The Shares may trade at a price above or below replenishing sites after extraction activities. the issue price depending on a range of factors However, the legal framework governing including the performance of the securities environmental laws is constantly changing and market unrelated to that specifically of Dome, compliance may be difficult, costly and could the performance of the mining sector of the result in delays to the project. As a result of market, national and international economic exploration, operational and environmental risk,

30 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 31 performance, market perceptions of Dome, however, the second in 2000 was a civilian the degree of success in Dome’s exploration operation that included dissident military endeavours, results of future development personnel and, although the government was for minerals by Dome and the financial removed from office, the coup leaders failed performance of Dome. to gain power and were tried, convicted and imprisoned. In both cases the elected 12. Timetable government was overthrown and replaced by appointment administration, which was Dome plans to complete further exploration followed by democratic elections. In both activities in the next two years. Circumstances cases, there were no changes to the legislative outside the control of Dome may cause the or regulatory regime in respect of the minerals listing timetable to be extended. This may in turn sector consequent upon the coups. However, affect future cash flows and Dome’s funding there can be no assurance that future adverse requirements. change will not occur.

13. Tenements 16. Local Community Relations

Dome’s existing SPLs have been granted by the Dome’s ability to undertake exploration on the Fijian Government. In order for these Tenements Tenements will depend in part on its ability to which Dome, through its wholly owned foreign maintain good relations with the relevant local subsidiary has acquired in Fiji, to be held communities in Fiji. Any failure to adequately and renewed, Dome must satisfy the mining manage community expectations with respect legislation in Fiji and comply with conditions on to compensation for land access, mining the Tenements such as minimum expenditure activity, employment opportunities, impact on requirements and environmental standards. local business and any other expectations may There is no assurance that the government lead to local dissatisfaction, disruptions in the of Fiji will not make material changes to the exploration program and potential losses to mining legislation or that Tenement approvals Dome. Under legislation in Fiji, Dome may be or renewals will be given as a matter of course required to pay compensation to local owners or on similar economic terms. There is no or occupiers of land in the event of disturbance guarantee that any Tenements going under to the land. It is not possible for Dome to predict renewal in the future will be granted. Dome what such compensation, if any, will be. will go through a renewal process. There is the additional risk that there could be changes to 17. Dome’s Contractual Risk government policy and mining legislation in Fiji that could materially and adversely affect Dome has or will enter into contracts for the Dome’s rights and costs associated with holding provision of goods or services and disputes may those Tenements. occur with other parties of these contracts.

14. Concentration of Shareholding 18. Dome’s Reliance on Key Personnel

The existing shareholders of Dome will hold a Dome’s success depends to a significant extent total of 97.83% of the issued share capital in upon its key personnel, some of whom are Dome, if the Offer is fully subscribed. engaged on a contractual basis and are not employees. In the event there is a loss of key 15. Sovereign Risk personnel, Dome may not be able to locate or employ individuals with suitable qualifications Since independence in 1970, Fiji has and experience to operate in Fiji on acceptable experienced two coups d’état, which terms. both resulted in the removal of an elected government. The first coup in 1987 was a rapid and successful military operation,

30 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 31 19. Dome has no Alternative Sources 21. General Risk Factors of Revenue and Future Funding Risk An investment in Dome is not risk free and Until Dome has developed one of the prospective investors should consider the prospective areas into a mine and is able risk factors detailed below, together with to realise value from them, it is likely to incur information contained elsewhere in this ongoing operating losses. Dome has no other Replacement Prospectus, before deciding means of generating income or cash flows. If whether to apply for shares. Generally Dome’s Dome is unable to obtain additional financing Tenements may be adversely affected by: as needed, it may be required to reduce the scope of its operations and scale back its • local and international factors such as exploration programme. fluctuation in interest and inflation rates, rise and fall in metal, mineral and chemical prices, currency fluctuations, rise and fall in 20. Legal System in Fiji the world equity markets, and changes in The legal system of Fiji is based on British demand for metals, minerals and chemical; legislation and is similar to that of Australia. However, the commitment of local businesses, • varying and changing governmental and government officials and agencies and the regulatory factors, for example environmental judicial system to abide by legal requirements regulation in Fiji; may be more uncertain than in Australia. This creates popular concerns with respect to • changes or advances in exploration licences and agreements for business. The legal techniques; requirements may be susceptible to revision • operational and logistical risks in mobilisation, or cancellation and legal redress may be construction, commissioning or availability of uncertain or delayed. plant or key personnel;

• variations in metallurgical behaviour of ores or concentrates from different mines;

• tenement conditions and restrictions; and/or

• planning procedures and obtaining approvals prior to the expiration of Dome’s SPLs.

32 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 33 DIRECTORS AND MANAGEMENT

SECTION FOUR

It is the Directors’ intention to engage a Chief Executive Officer to manage the corporate development of Dome at an appropriate time after the Closing Date. In the meantime, as the work to be performed by Dome is mainly of a geological and exploration nature it will be performed by geological staff who will report to the Board and Mr Andrew Skinner will act as Executive Director of Dome for day to day administration.

DR GARRY LOWDER (Chairman and Non-Executive Director) Bachelor of Science with 1st Class Honours in Geology (University of Sydney) Doctor of Philosophy (University of California, Berkeley) Advanced Management Program (Harvard University) Fellow, Australasian Institute of Mining and Metallurgy Member, Australian Institute of Company Directors

Dr Garry Lowder is a geologist who has spent over 40 years in the Australian and international mining industries. As an exploration geologist, Garry has worked in Australia, Indonesia and Papua New Guinea, playing key roles in the discovery of several mineral deposits, including the Northparkes copper, Cowal gold and Conrad silver deposits in NSW, the Paddington gold and Wodgina tantalum deposits in WA and the North Sulawesi porphyry copper deposits in Indonesia.

Over the past 25 years Garry has held senior management positions with Australian mining companies and he also spent four years in government as Director General of Mineral Resources in NSW. In 1997 he founded Malachite Resources Limited, listing it on the ASX (MAR) in 2002 and retiring as managing director late in 2011; he continued to serve as non- executive Chairman until 30 November 2012, when he retired from that position.

Garry was also an independent, non-executive director (and for three years, chairman) of ASX- listed Straits Resources Limited from 1997 until he retired from that Board in mid-2011. He was also non-executive Chairman of Queensland Mining Corporation Limited, an ASX listed (QMN) exploration company, from 1 May 2013 until he resigned from that board in late July 2013. He is free from any business or other relationship that could materially interfere with the independent exercise of his judgment.

32 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 33 MR ANDREW SKINNER (Executive Director) Master of Economics (Macquarie University) Member, Australian Institute of Company Directors Member, CPA Australia

Mr Andrew Skinner qualified as a Chartered Accountant in 1986 with Price Waterhouse Coopers and commenced a specialisation in superannuation governance. He has been a specialist in superannuation taxation and small business structuring and advice. In 2004 Andrew was the founding director of Augur Resources Ltd which went on to list on the ASX (AUK).

Andrew’s extensive experience with mineral exploration companies resulted in his appointment as a director of Zamia Metals Ltd (ZGM), which listed on the ASX in January 2007, and he remains on that Board. He is also on the Board of Magma Mines Ltd which is currently preparing for a listing on the ASX.

Involved with Dome since July 2009, Mr Skinner has been working with the management and shareholders to bring Dome to its current state. He is free from any business or other relationship that could materially interfere with the independent exercise of his judgment.

MR TADAO TSUBATA (Non-Executive Director) Bachelor of Arts in Economics (Kokushikan University, Tokyo, Japan)

Mr Tadao Tsubata studied at Kokushikan University, Tokyo, in the Department of Politics and Economics, graduating in 1991 with a B.A. in Economics.

From 1991 to 1997, Tadao Tsubata worked in corporate finance at a major Japanese securities company where he was involved in the initial public offering of an investment trust. From this role he moved to a major international life insurance and investment company where he was involved in retail offerings and distribution of the business in Japan.

Establishing his first business in life insurance distribution and agencies in 2001, this formed the basis of a new business being a Japanese focused asset management company which acquired the individual underlying agencies and was incorporated as a public company in 2002. Tadao remains the Chief Executive Officer of the business.

In early 2010 the asset management activities grew in prominence and a number of private investment funds were

34 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 35 formed to specifically target investments internationally, in mining, exploration (particularly gold), primary production and other growth industries. Tadao continues in the role of Chief Executive Officer of this business with operations in many countries including Australia. He is actively involved in the various international companies through his management team. Tadao is a shareholder and director of Tiger Ten Investment Ltd which is a substantial shareholder in Dome (See Section 10.8)

MR ALLEN JAY (Non-Executive Director) Chemistry Certificate - Inorganic Analytical Chemistry (Newcastle Technical College, Newcastle) Bachelor of Earth Science (Geology) (Macquarie University)

Mr Allen Jay has vast experience as a geochemist, geologist and analytical chemist, working in Australia, Fiji, the Philippines and Indonesia in the mining industry in roles ranging from regional exploration to project management. For five years, Allen led the exploration team in the evaluation of Fiji’s Namosi porphyry copper deposits. These are located on tenements now owned by the Newcrest Joint Venture that are adjacent to Dome’s Nadrau Tenement.

Allen has been a Geologist/Geochemist for the last 40 years and is a Member of AusIMM. Previously Allen worked for Placer Dome Asia Pacific as Exploration Manager, Projects, Philippines, and then became its Regional Exploration Manager overseeing project work in the Philippines, Indonesia, New South Wales and Western Australia. Allen has performed geological consultancy work for Dome from time to time for which he has been paid. Notwithstanding the performance of such work the Board considers Allen to be an independent Director as the nature of his engagement by Dome has been of an intermittent nature only.

FOR ADDITIONAL INFORMATION CONCERNING DIRECTORS AND THEIR INTERESTS SEE SECTION 10.9.

34 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 35 KEY SERVICE PROVIDERS

MR JOHN (JACK) McCARTHY Bachelor of Science in Geology (St Francis Xavier University, Nova Scotia, Canada)

Mr Jack McCarthy is an expert geologist with over 38 years’ experience worldwide including Canada, Africa, Vietnam and Australia. Jack worked as an Exploration and Mine Geologist with A.C.A Howe International in Canada before moving to Namibia, Africa and then Australia where he rose to Managing Director of A.C.A. Howe Australia.

In 1990, he was appointed director of Talon Environment and General Manager of Jasmetech Metal Technologies, based in Montreal Canada. In 1996 Jack moved to Hanoi, Vietnam to join Axiom Mining Limited as an Executive Director and Chief Geologist responsible for all geological property acquisition and exploration by the company. Jack played the key management role in the IPO and listing of Axiom on the ASX (AVQ) in 2006 and remained with Axiom until May 2011. Jack’s professional experience includes extensive work in mineral exploration, project acquisition-assessment and preparation of public company qualifying reports.

MR SULIANA NUIROU – Senior Geologist Fiji Bachelor of Science (Geology) (University of New South Wales, Sydney, Australia)

Mr Suliana Nuirou is a geologist with over 30 years’ experience in the Fijian mining and exploration sector. Suliana has extensive experience working on large scale gold exploration projects in Fiji, initially working for 10 years at the Vatukoula Mine (formerly the Emperor Gold Mine), Fiji’s largest operating gold mine. Suliana was also the former Senior Economic/Resource Geologist with the Mineral Resources Department in Fiji, a position he held for 8 years.

Since 1994, Suliana has worked as a geological consultant assisting a range of major companies with their operational activities in Fiji. Suliana holds a Bachelor of Science (Geology) from the University of New South Wales, Sydney.

36 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 37 CORPORATE GOVERNANCE

SECTION FIVE

Dome is committed to implementing high Responsibilities of the Board standards of corporate governance, and has In general, the Board is responsible for, and has endorsed the ASX Corporate Governance the authority to determine, all matters relating (Council) Corporate Governance Principles and to the policies, practices, management and Recommendations (ASX Principles). Dome aims operations of Dome. It is required to do all things to follow the best practice recommendations that may be necessary to be done in order to for listed companies to the extent that it is carry out the objectives of Dome. practicable.

Without intending to limit the general role of the Where Dome’s corporate governance Board, the principal functions and responsibilities practices do not correlate with the practices of the Board include the following: recommended by the Council, Dome does

not consider it practicable or necessary to • formulation and approval of the strategic implement these principles due to the size and direction objectives and goals of Dome; stage of development of its operations and the Board’s reasoning for any departure is explained • the prudential control of Dome’s finances and hereunder. operations and the monitoring of the financial performance of Dome; Set out below are the fundamental corporate governance practices of Dome and the extent • the resourcing, reviewing and monitoring of to which Dome complies with ASX Principles. executive management;

• ensuring that adequate internal control systems and procedures exist and that PRINCIPLE 1: THE BOARD LAYS SOLID FOUNDATIONS FOR MANAGEMENT AND compliance with these systems and OVERSIGHT procedures is maintained;

• the identification of significant business risks Role of the Board and ensuring that such risks are adequately Dome has adopted Recommendation 1.1 to managed; disclose the functions reserved to the Board and those delegated to Senior Executives. • the establishment and maintenance of appropriate ethical standards. The Board’s role is to govern Dome rather than to manage it. In governing Dome, the Directors must Independent Professional Advice and act in the best interests of Dome as a whole. Each Access to Company Information member of the Board is committed to spending sufficient time to enable them to carry out their Each Director has the right of access to all duties as a Director of Dome. Each candidate Dome information and to Dome’s executives. will confirm that they have the necessary time to Further, the Board collectively and each devote to their Company Board position prior to Director, subject to informing the Chairman, appointment. In addition, non-executive Directors has the right to seek independent professional receive formal letters of appointment setting out advice from a suitably qualified advisor, at the key terms, conditions and expectations of their Dome’s expense, to assist them to carry out appointment. their responsibilities. Where appropriate, a

36 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 37 copy of this advice is to be made available to offer. It is the approach and attitude of each all other members of the Board. non-executive Director which determines independence and this must be considered Where the Board considers that particular in relation to each Director, while taking expertise or information is required, which into account all other relevant factors. is not available from within their members, Determination of the independence of Directors appropriate external advice may be taken and is made with reference to the factors set out in reviewed prior to a final decision being made by the relationships affecting independent status in the Board. the ASX Principles.

Relationship with Management Dome considers that as at 1 August 2013 Dr Garry Lowder, Mr Tadao Tsubata and Mr Allen Dome has adopted Recommendation 1.2 Jay are independent Directors. for evaluating the performance of senior executives. Regular Assessment of Independence

The Board has delegated responsibility for An Independent Director, in the view of Dome, is the day-to-day operations of Dome to senior a Non-Executive Director who: executives as set out in the Board Charter. It is the role of senior executives to manage Dome in • is not a substantial shareholder of Dome or accordance with the direction and delegations an Officer of, or otherwise associated directly of the Board and the responsibility of the Board with, a substantial shareholder of Dome; to oversee the activities of management in carrying out these delegated duties. • is not employed in an executive capacity by Dome, or been appointed a Director after ceasing to hold any such employment; Performance Review/Evaluation of Senior Executives • is not a material supplier or customer of Dome has adopted Recommendation 1.3 by Dome, or an officer of or otherwise associated implementing evaluations of senior executives. directly or indirectly with a material supplier or customer; Senior executive key performance indicators are set annually, with performance appraised • has not served on the Board for a period by the Board, and reviewed in detail by the which could, or could reasonably be Remuneration & Nomination Committee at the perceived to, materially interfere with the end of the financial year. Director’s ability to act in the best interests of Dome; and

• is free from any interest and any business PRINCIPLE 2: THE BOARD IS STRUCTURED or other relationship which would, or could TO ADD VALUE reasonably be perceived to, materially interfere with the Director’s ability to act in the Composition of the Board and details of best interests of Dome. Directors

Dome has adopted Recommendation 2.1 by The composition of the Board is reviewed having three independent directors on the periodically with regards to the optimum Board which constitutes a majority of the Board. number and skills of Directors required for the Board to properly perform its responsibilities and All incumbent Directors bring an independent functions. judgment to bear in Board deliberations. Dome recognises the importance of non-executive Directors and the external perspective and advice that non-executive Directors can

38 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 39 Chairman and Executive Director Induction and education

Dome follows Recommendation 2.2. The Dome has a policy of providing each new office of Chair is held by Dr Garry Lowder, an Director or officer with a copy of the following independent Director. documents:

The Chairman leads the Board and has • Audit and Risk Committee Charter; responsibility for ensuring the Board receives accurate, timely and clear information to • Remuneration and Nomination Committee enable Directors to perform their duties as a Charter; Board. • Code of Conduct; The Executive Director is responsible and • Continuous Disclosure Policy; and accountable to the Board for Dome’s management. Mr Andrew Skinner is the • Share Trading Policy. Executive Director of Dome and performs the role of Chief Executive Officer. Therefore, Dome follows Recommendation 2.3. Access to information Each Director has access to Board papers and Remuneration & Nomination Committee all relevant documentation.

Dome follows Recommendation 2.4. Skills knowledge and experience The Board has established a Remuneration & Directors are appointed based on the specific Nomination Committee and its role is set out in corporate and governance skills and experience a formal charter which is available on the Dome required by Dome. The Board consists of a website under “Corporate Governance”. relevant blend of personal experience in accounting and finance, law, financial and The Remuneration and Nomination Committee investment markets, financial management and is responsible for the evaluation of the public company administration, and, Director- Board, committees and individual directors’ level business or corporate experience required performances. by Dome.

Performance Review/Evaluation Dome follows Recommendations 2.5 and 2.6 PRINCIPLE 3: THE BOARD PROMOTES by disclosing the process for evaluating the ETHICAL AND RESPONSIBLE DECISION performance of the Board, and disclosure MAKING requirements under Principle 2. Dome follows Recommendation 3.1.

It is the policy of the Board to ensure that the Directors and executives of Dome are equipped Confidentiality with the knowledge and information they need In accordance with legal requirements and to discharge their responsibilities effectively, and agreed ethical standards, Directors and key that individual and collective performance is management of Dome have agreed to keep regularly and fairly reviewed. The performance confidential information received in the course of executives is monitored by the Remuneration of the exercise of their duties and will not and Nomination Committee. The performance disclose non-public information except where of individual Directors is monitored by the disclosure is authorised or legally mandated. Chairman. The Chairman also speaks to Directors individually regarding their role as a Director.

38 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 39 Company Code of Conduct and Ethics Conflict of interest

As part of its commitment to recognising the To ensure that Directors are at all times acting in legitimate expectations of stakeholders and the best interests of Dome, Directors must: promoting practices necessary to maintain confidence in Dome’s integrity, Dome has an • disclose to the Board actual or potential established Code of Conduct (the Code) to conflicts of interest that may or might guide compliance with legal, ethical and other reasonably be thought to exist between the obligations to legitimate stakeholders and the interests of the Director and the interests of responsibility and accountability required of any other parties in carrying out the activities Dome’s personnel for reporting and investigating of Dome; and unethical practices or circumstances where • if requested by the Board, within seven days there are beaches of the Code. These or such further period as may be permitted, stakeholders include employees, clients, take such necessary and reasonable steps to customers, government authorities, creditors remove any conflict of interest. and the community as a whole. The Code governs all Domes’ commercial operations If a Director cannot, or is unwilling to remove and the conduct of Directors, employees, a conflict of interest then the Director must, as consultants, contactors and all other people required by the Corporations Act, absent himself when they represent Dome. The Code also from the room when Board discussion and/ governs the responsibility and accountability or voting occurs on matters about which the required of Dome’s personnel for reporting and conflict relates. investigating unethical practices.

The Board, management and all employees Related party transactions of Dome are committed to implementing the Related party transactions include any financial Code and each individual is accountable for transaction between a Director and Dome such compliance. A copy of the Code is given as defined in the Corporations Act or the ASX to all employees, contractors and relevant Listing Rules. Unless there is an exemption under personnel, including Directors, and is available the Corporations Act from the requirement to on the Dome website (under “Corporate obtain shareholder approval for the related Governance”). party transaction, the Board cannot approve the transaction. Dome also discloses related Trading in Dome Shares party transactions in its financial statements as required under relevant Accounting Standards. Dome’s Share Trading Policy prohibits Directors from taking advantage of their position or information acquired, in the course of their duties, Publicly available information and the misuse of information for personal gain Dome has adopted Recommendation 3.5 by or to cause detriment to Dome. Directors, senior making publicly available on Dome’s website executives and employees are required to advise (under “Corporate Governance”) the Share Dome’s Company Secretary of their intentions Trading Policy, Continuous Disclosure Policy and prior to undertaking any transaction in Dome Code of Conduct. securities. If an employee, officer or Director is considered to possess material non-public information, they will be precluded from making a security transaction until after the time of public PRINCIPLE 4: THE BOARD SAFEGUARDS release of that information. INTEGRITY IN FINANCIAL REPORTING

A copy of Dome’s Share Trading Policy Audit Committee is available on the Dome website (under The Board follows Recommendations 4.1, 4.2, 4.3 “Corporate Governance”). and 4.4.

40 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 41 The Board has established an Audit Committee PRINCIPLE 6: THE BOARD RESPECTS THE to assist the Board. The responsibilities of the RIGHTS OF SHAREHOLDERS Committee are set out in a formal charter Dome follows Recommendations 6.1 and 6.2. which is available on the Dome website under “Corporate Governance”. Shareholder Communication The Audit Committee Charter sets out the policy Dome respects the rights of its shareholders for the selection, appointment and rotation of and to facilitate the effective exercise of those external audit engagement partners. rights, Dome communicates with its shareholders

The Committee makes recommendations to continually and periodically and encourages the Board regarding the adequacy of the shareholder participation at annual general external audit and compliance procedures. meetings. Periodic ASX announcements The Committee evaluates the effectiveness include quarterly reports, the half-year report, of the financial statements prepared for annual report and annual general meeting Board meetings. The Chairman of the Audit presentations. Copies of all announcements Committee is not Chairman of the Board and and reports are made available on Dome’s the Committee consists of two members both of website. Applicants are encouraged to whom are independent non-executive directors. provide an email address to receive electronic copies of all announcements and reports. The Although the number of members of the independent external auditor attends the Committee is less than three and, to that extent Annual General Meeting to respond to questions Dome does not comply with Recommendation from shareholders on the conduct of the audit 4.2, Dome believes that the combined and the preparation and content of the audit experience of Tadao Tsubata and Allen Jay in report. the mining industry adequately mitigates this non-compliance. PRINCIPLE 7: THE BOARD RECOGNISES AND MANAGES RISK

PRINCIPLE 5: THE BOARD MAKES TIMELY Dome follows Recommendations 7.1, 7.2, 7.3 AND BALANCED DISCLOSURE and 7.4.

Continuous Disclosure The Board has accepted the role of identifying, The Board has designated Dome’s Company assessing, monitoring, managing and mitigating Secretary as the person responsible for wherever possible, any significant risks overseeing and co-ordinating disclosure of applicable to Dome and its operations. It has information to the ASX as well as communicating not established a separate committee to deal with the ASX. with these matters as the Directors consider the Board Members as a whole are best able The Board has established a written policy to consider risk management of a mining and for ensuring compliance with ASX Listing Rule exploration company in view of their respective disclosure requirements and accountability qualifications, knowledge and experience in the at senior executive level for that compliance. industry. The Audit Committee is charged with A copy of the Dome Continuous Disclosure the responsibility of financial risk management. Policy is available on the Dome website (under “Corporate Governance”). Dome is committed to the identification, monitoring and management of material business risks of its activities. The Board has in place a number of policies that aim to manage specific risks that have been identified. Dome’s personnel are responsible for adhering to the

40 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 41 Occupational Health and Safety Policy as part 8.2 but believes that the combined experience of the risk management process. Further, the of Dr Garry Lowder and Allen Jay in the Board is aiming to develop an overall policy mining industry adequately mitigates this non- for the oversight and management of material compliance. business risks accommodating its present and future stages of development. Non-Executive Directors’ remuneration is adopted by shareholders at the Annual The Board assumes ultimate responsibility for General Meeting. The salary and emoluments the oversight and management of material paid to officers are approved by the Board. business risks and satisfies itself annually, or more The Executive Director and the Technical frequently as required, that management has Consultants have entered into Service developed and implemented a sound system Agreements for a term not exceeding three of risk management and internal control to years. Consultants are engaged as required manage Dome’s material business risks. Dome pursuant to consultancy agreements. Dome has implemented management reporting ensures that fees, salaries and emoluments are on Dome’s key risks. The Board oversees the in line with general standards for publicly listed adequacy and content of risk reporting from companies of the size and type of Dome. All management. salaries of Directors and Statutory Officers are disclosed in the Annual Report of Dome each The Board receives an assurance from the year. Executive Director and the Chief Financial Officer that the declaration provided in • The salary component of the Executive accordance with Section 295A of the Director’s remuneration is made up of fixed Corporations Act is founded on a sound system remuneration. of risk management and internal control and that the system is operating effectively • The salary component of Non-Executive in all material respects in relation to financial Directors is made up of fixed remuneration. reporting risks. • Dome discloses the name of Directors in the Remuneration Committee and the attendance of each Director at the PRINCIPLE 8: REMUNERATE FAIRLY AND Remuneration Committee meetings, within its RESPONSIBLY Directors’ Report. Dome follows Recommendations 8.1, 8.2, 8.3 • Dome does not provide any schemes for and 8.4. retirement. The Board has established a Remuneration • Dome has made publicly available a and Nomination Committee. The Committee summary of the Remuneration Committee consists of independent directors but has only Charter on Dome’s website. two members at this time and to that extent Dome does not comply with Recommendation

42 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 43 FINANCIAL INFORMATION

SECTION SIX

INTRODUCTION The information set out in this section and Dome’s selected consolidated financial This financial information section summarises information should be read together with: Dome’s selected consolidated financial data derived from the audited consolidated financial • Management’s discussion & analysis set out in statements for the years ended 30 June 2012, this section; and 30 June 2013, in addition to a pro forma statement of financial position as at 30 June • the Investigating Accountants Report on the 2013. Historical and Pro Forma Financial Information set out in Section 7.2; The financial information has been prepared in Australian Dollars and in accordance with • investment risks set out in Section 3; and Australian Accounting Standards (including Australian Accounting Interpretations), • the other information contained in this other authoritative pronouncements of the Replacement Prospectus. Australian Accounting Standards Board and the In addition, Investors should be aware that Corporations Act 2001. past performance is not an indication of future This section contains the following financial performance. information, prepared by the Directors:

• The Consolidated Historical Statement of HISTORICAL FINANCIAL INFORMATION Comprehensive Income for the years ended BASIS OF PREPARATION 30 June 2012, and 30 June 2013; Dome’s historical consolidated financial • The Consolidated Historical Statement of information was extracted from the audited Cash Flows for the years ended 30 June 2012, financial statements for the years ended 30 June and 30 June 2013; and 2012, and 30 June 2013, which were audited by Grant Thornton Audit Pty Ltd and unqualified • The Consolidated Historical and Pro Forma opinions issued (with an emphasis of matter Statement of Financial Position at 30 June in relation to going concern included). Refer 2013, which assumes completion of the to Note 7 – Significant Accounting Policies for transactions set out in Note 1 –“Pro forma further information. Transactions” as at that date, including the Offer under this Replacement Prospectus,

collectively referred to as the “Financial MANAGEMENT’S DISCUSSION Information”. & ANALYSIS OF THE HISTORICAL FINANCIAL INFORMATION The Directors of Dome are responsible for the inclusion of all Financial Information in this Overview

Replacement Prospectus. The Historical and Dome is a mineral exploration company that Pro Forma Financial Information has been was incorporated on 8 July 2011 to hold, or reviewed by Grant Thornton Corporate Finance have the right to acquire, three prospective Pty Limited whose Investigating Accountant’s exploration projects, located in the Fijian Islands. Report is contained in Section 7.2.

42 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 43 On 18 November 2011, Dome acquired Dome Up until 30 June 2013, Dome has been focussed Mines Ltd, an entity incorporated in Fiji as on the following exploration activities with a wholly owned subsidiary. At the date of regard to each project: acquisition, Dome Mines Ltd had approximately $26,276 of net liabilities, of which $81,477 related • SPL 1451, Kadavu Islands Project: Dome’s to capitalised exploration and development results to date support the “Vatukoula type” expenditure. epithermal gold exploration model;

The objective of Dome is the successful • SPL 1452, Nadrau Project: Dome’s exploration exploration and delineation of gold and has identified the Wainivau Prospect as the associated resources on held projects. Dome prime initial target for porphyry style copper is targeting, subject to successful exploration, gold deposits; and the delineation of new mineral resources, • SPL 1454, Nasivi Delta Project: exploration by and Dome’s ultimate objective is to exploit Dome, utilising more appropriate and modern economic gold resources through Mobile techniques, such as IL geochemistry and Metal Ion Geochemistry, an advanced surface sonic drilling, and have upgraded the Nasivi exploration technique for finding mineral Delta as an exploration target. deposits.

HISTORICAL CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Audited Audited FY2012 FY2013 $’000 $’000 Employee benefits expense (including directors fees) (148) (162) Other expenses (598) (953) Operating loss (746) (1,115) Finance costs (29) (60) Loss on foreign exchange (23) (17)

Loss before income tax (798) (1,192)

Income tax expense - -

Loss for the period (798) (1,192)

Exchange differences on translating foreign controlled entities 2 24

Total comprehensive loss for the period (796) (1,168)

The historical statement of comprehensive income has been extracted from the audited financial statements of Dome, for the financial years ending 30 June 2012 and 30 June 2013.

Revenue Employee benefits expenses

Dome is still in the preproduction and Employee benefits expenses relate to Board of exploratory phase, and accordingly no Directors fees payable to Board members only. operating revenue has been generated historically. The only revenue generated over the Other expenses Historical Period consisted of interest received. Other expenses are largely comprised of professional services fees in respect to audit,

44 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 45 legal and other service providers and for which The two material overhead cost centres the expenditure did not satisfy the recognition comprising other expenses (FY2013: $0.95 million, criteria, under the exploration for and evaluation FY2012: $0.6 million) include administration of mineral resources accounting standard, and consultants expenses (FY2013: $0.6 million, and has accordingly been expensed over the FY2012: $0.1 million) and office expenses Historical Period. (FY2013: $0.1 million, FY2012: $29,000).

HISTORICAL CONSOLIDATED STATEMENT OF CASH FLOWS

Audited Audited FY2012 FY2013 $’000 $’000 Cash flows from operating activities Interest received - 1 Payments to suppliers and employees (786) (1,087)

Net cash used in operating activities (786) (1,086)

Cash flows from investing activities Net cash received on acquisition of a subsidiary 7 - Cash paid on deposit (12) - Purchase of property, plant and equipment (8) - Capitalised exploration costs (262) (405) Loans to other entities (151) -

Net cash used in investing activities (426) (405)

Cash flows from financing activities Proceeds from the issue of shares 9 2,556 Proceeds from borrowing 1,232 1,104 Repayment of borrowings - (1,154) Cash paid on capital costs - (6)

Net cash provided by financing activities 1,241 2,500

Net increase in cash held 29 1,009

Cash and cash equivalents at the beginning of the period - 5 Exchange differences on cash and cash equivalents (24) 2

Cash and cash equivalents at the end of the period 5 1,016

The historical statement of cash flows has been extracted from the audited financial statements of Dome for the financial years ending 30 June 2012 and 30 June 2013.

OPERATING AND FINANCING In both FY2012 and FY2013, the loan facilities CASH FLOWS with Charvest and Luxury have been used to fund working capital, as well as exploration and Historically, cash flows from operating activities evaluation activities. have been negative. This is expected given Dome is in the early exploratory phase and no In FY2013 Dome raised approximately $2.6 million operating revenues have been generated. in cash proceeds for the issue of 12,780,000 Consequently, significant expenditure has been ordinary shares at a subscription price of $0.20. incurred on exploration and evaluation activities in FY2012 and FY2013.

44 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 45 PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2013

The following pro forma consolidated statement of financial position has been prepared to illustrate the effects of the pro forma adjustments, including the Offer which are set out below and in Note 1 - Pro Forma Adjustments as if they had occurred on or before 30 June 2013.

Reviewed Reviewed Minimum Over Audited As at 30 June 2013 Notes subscription subscription $’000 (1) pro forma pro forma $’000 (2) $’000 (2)

CURRENT ASSETS

Cash and cash equivalents 1,2,3,6,7,8,9 1,016 2,377 3,376

Trade and other receivables 7,9 46 65 65

Other assets 7,9 6 - -

TOTAL CURRENT ASSETS 1,068 2,442 3,441

NON CURRENT ASSETS

Other assets 45 45 45

Plant and equipment 4 4 4

Exploration and evaluation 823 823 823

TOTAL NON CURRENT ASSETS 872 872 872

TOTAL ASSETS 1,940 3,314 4,313

CURRENT LIABILITIES

Trade and other payables 69 69 69

Borrowings 3,4 639 - -

TOTAL CURRENT LIABILITIES 708 69 69

TOTAL LIABILITIES 708 69 69

NET ASSETS 1,232 3,245 4,244

EQUITY

Contributed equity 1,2,4,5,6,7,8,9 3,196 5,221 6,217

Reserves 5 26 206 206

Accumulated losses 7,9 (1,990) (2,182) (2,179)

TOTAL EQUITY 1,232 3,245 4,244

1) The historical consolidated statement of financial position has been extracted from the audited statement of financial position as at 30 June 2013. 2) The pro forma consolidated statement of financial positions as at 30 June 2013 reflect the subsequent events, pro forma adjustments, the application of the funds from the Offer less the costs associated with the Offer (see Note 1 “Pro Forma Adjustments”).

The historical and pro forma consolidated statement of financial position should be read in conjunction with the following notes.

46 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 47 NOTES TO THE PRO FORMA Share based payments CONSOLIDATED STATEMENT OF 5. The issue of 500,000 options, which vest FINANCIAL POSITION immediately, to South Global Investments for previous capital raising services, with a fair Note 1 – Pro Forma Adjustments value of $60,000, and the issue of 1,000,000 The following transactions and events options, which vest immediately, to Charvest, contemplated in this Replacement Prospectus, for converting the loan from debt to equity, referred to as the Pro Forma Adjustments, which with a fair value of $0.12 million. The options are to take place on or before the completion have an exercise price of $0.20, and expire of the Offer are presented as if they together on 30 September 2015. with the Offer had occurred on or before 30 June 2013. Pro forma transactions:

With the exception of the subsequent events The Offer (minimum subscription) and pro forma adjustments noted below, no 6. The issue of a minimum of 2,500,000 fully paid other material transactions have occurred ordinary shares, at $0.20 each, amounting to between 30 June 2013 and the date of this $0.5 million. Replacement Prospectus which the Directors consider require disclosure. The offer costs (minimum subscription)

Subsequent events: 7. Cash expenses associated with the minimum offer (including advisory, legal, accounting Pre IPO capital raising and administrative fees as well as printing, 1. The issue of 6,666,665 fully paid ordinary advertising and other expenses), are shares, at $0.15 each, amounting to $1 million, estimated to be $0.2 million (inclusive of GST). in July 2013. An amount of $2,000 has been charged against issued capital, and $0.2 million 2. The issue of 120,000 fully paid ordinary shares, against accumulated losses. GST in respect at $0.20 each, amounting to $24,000, in July of the offer costs has been recorded as a 2013. receivable. An amount of $6,000 had been capitalised at 30 June 2013 in relation to the Loan facility movements prepaid offer costs.

3. An additional draw down from the Charvest loan facility, amounting to $44,000 in the The Offer (over subscription) month of July 2013, to fund working capital 8. Reflects the allowance for an additional requirements. 5,000,000 fully paid ordinary shares, at $0.20 each, amounting to $1 million, resulting in a Capitalised loans total amount raised of $1.5 million.

4. The conversion of the total principal and interest relating to both the Charvest and The offer costs (over subscription) Luxury loans on 18 July 2013, including the 9. Cash expenses associated with the offer and additional drawdown, into fully paid ordinary over subscriptions (including advisory, legal, shares, at $0.20 each, and amounting to accounting and administrative fees as well $0.68 million (3,413,850 fully paid ordinary as printing, advertising and other expenses), shares). Following the conversion of the total are estimated to be $0.2 million (inclusive of outstanding balance including accrued GST). An amount of $6,000 has been charged interest of the Charvest and Luxury Loans in against issued capital, and $0.2 million to ordinary shares, the loan agreements have against accumulated losses. GST in respect been terminated.

46 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 47 of the offer costs has been recorded as a Recognition of a deferred tax asset receivable. An amount of $6,000 had been A deferred tax asset has not been recognised in capitalised at 30 June 2013 in relation to the relation to the capitalised Offer costs due to the prepaid offer costs. uncertainty surrounding the flow of economic benefits that will flow in future periods.

Note 2 – Cash and Cash Equivalents

The pro forma cash and cash equivalents is set out below:

Minimum Over subscription subscription Notes pro forma pro forma $’000 $’000 Cash and cash equivalents at 30 June 2013 1,016 1,016 Subsequent events: Proceeds from shares issued at $0.15 each (prior to the IPO) 1 1,000 1,000 Proceeds from shares issued at $0.20 each (prior to the IPO) 2 24 24 Loan drawdown (Charvest) 3 44 44

2,084 2,084

Pro forma transactions: Proceeds from shares issued under the Offer 6,8 500 1,500 Payment of outstanding cash Offer costs 7,9 (207) (208)

Pro forma cash and cash equivalents 2,377 3,376

Note 3 – Borrowings

The pro forma borrowings are set out below:

Minimum Over subscription subscription Notes pro forma pro forma $’000 $’000 Borrowings at 30 June 2013 639 639 Subsequent events: Loan drawdown (Charvest) 3 44 44 Conversion of the total principal and capitalised interest 4 (683) (683) into equity Pro forma borrowings - -

48 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 49 Note 4 – Contributed equity

TThe pro forma contributed equity is set out below:

Minimum Over subscription subscription Notes pro forma pro forma $’000 $’000 Contributed equity at 30 June 2013 3,196 3,196 Subsequent events: Shares issued at $0.15 each (prior to the IPO) 1 1,000 1,000 Shares issued at $0.20 each (prior to the IPO) 2 24 24 Conversion of the total principal and capitalised interest 4 683 683 into equity Capital raising costs (non cash) fair value of options issued 5 (180) (180)

4,723 4,723

Pro forma transactions: Proceeds from shares issued under the Offer 6,8 500 1,500 Capital raising costs paid under the Offer 7,9 (2) (6)

Pro forma contributed equity 5,221 6,217

The pro forma contributed equity is set out below:

Minimum Over subscription subscription Notes pro forma pro forma $’000 $’000 Number of shares at 30 June 2013 102,256,795 102,256,795 Subsequent events: Shares issued at $0.15 each (prior to the IPO) 1 6,666,665 6,666,665 Shares issued at $0.20 each (prior to the IPO) 2 120,000 120,000 Conversion of the total principal and capitalised interest into 4 3,413,850 3,413,850 fully paid ordinary shares 112,457,310 112,457,310

Pro forma transactions: Shares issued under the Offer 6,8 2,500,000 7,500,000

Pro forma number of shares 114,957,310 119,957,310

Note 5 – Reserves

The pro forma reserves are set out below:

Minimum Over subscription subscription Notes pro forma pro forma $’000 $’000 Reserves at 30 June 2013 26 26 Subsequent event: Capital raising costs (non cash) fair value of options issued 5 180 180

Pro forma reserves 206 206

48 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 49 Note 6 – Accumulated losses

The pro forma accumulated losses are set out below:

Minimum Over subscription subscription Notes pro forma pro forma $’000 $’000 Accumulated losses at 30 June 2013 (1,990) (1,990) Pro forma transaction: Costs of the Offer expensed to the income statement 7,9 (192) (189)

Pro forma accumulated losses (2,182) (2,179)

Note 7 - Summary of Significant and future profitable production or proceeds Accounting Policies from disposition of mineral properties.

Basis of Preparation For Dome to continue to operate as a going The pro forma consolidated statement of concern in the long term it must continue financial position presented in this Financial to obtain additional financing to maintain Information Section represents the ongoing operations. Although Dome has been successful business of Dome. in the past at raising funds, there can be no assurance that this will continue in the future. The financial information set out in this At 30 June 2013, Dome had cash reserves of $1 Replacement Prospectus has been prepared million and has raised an additional $1.02 million in accordance with the recognition and in July 2013. measurement principles (but not all the disclosure requirements) prescribed by If the going concern assumption is not Australian Accounting Standards and other appropriate, then adjustments would be pronouncements of the Australian Accounting necessary to the carrying value of assets Standards Board. and liabilities, the reported expenses and the statement of financial position classifications used and such adjustments could be material. Going Concern Basis No such adjustments are reflected at 30 June The consolidated Statement of Financial Position 2013. has been prepared on a going concern basis, which assumes Dome will be able to continue Significant Accounting Policies in operation for the foreseeable future and will be able to realize its assets and discharge its Exploration and evaluation expenditure liabilities in the normal course of operations. Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable Mining and exploration involves a high degree area of interest, and carried forward in the of risk and there can be no assurance that statement of financial position where: current exploration programs will result in profitable mining operations. The recoverability i. rights to tenure of the area of interest are of resource property acquisition cost and current; and exploration expenditure is dependent upon several factors. These include the discovery of ii. one of the following conditions is met: economically recoverable reserves, the ability of Dome to obtain the necessary financing to complete the development of these properties,

50 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 51 • such costs are expected to be recouped of an item of the expenses. Receivables and through successful development and payables are stated with the amount of GST exploitation of the area of interest or by its included. sale; or The net amount of GST recoverable from, or • exploration and/or evaluation activities in the payable to, the ATO is included as a current area of interest have not at balance date yet asset or liability in the Statement of Financial reached a stage which permits a reasonable Position. estimate of the existence or otherwise of economically recoverable reserves, and Provisions active and significant operations in, or in Provisions are recognised when Dome has a relation to, the areas are continuing. legal or constructive obligation, as a result of past events, for which it is probable that an Indirect costs relating to exploration and outflow of economic benefits will result and that evaluation in areas of interest are capitalised outflow can be reliably measured. in the period they are incurred. A regular review is undertaken of each area of interest to determine the appropriateness of continuing Principles of consolidation to carry forward costs in relation to that area The consolidated financial information of interest. Accumulated expenditure on incorporates the assets, liabilities and results areas which have been abandoned, or are of entities controlled by Dome at 30 June 2013. considered to be of no value, is written off in the A controlled entity is any entity over which period in which such a decision is made. Dome has the power to govern the financial and operating policies so as to obtain benefits Accounts payable and borrowings from its activities. Accounts payable represent the principal Where controlled entities have entered or amounts outstanding at balance date plus, left the group during the year, the financial where applicable, any accrued interest. performance of those entities is included only for the period of the year that they were controlled. Goods and services tax (“GST”) Revenues, expenses and assets are recognised In preparing the consolidated financial net of the amount of GST, except where the information, all intergroup balances amount of GST incurred is not recoverable from and transactions between entities in the the Australian Taxation Office (“ATO”). In these consolidated group have been eliminated in full circumstances, the GST is recognised as part on consolidation. of the cost of acquisition of the asset or as part

50 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 51 INDEPENDENT REPORTS

SECTION SEVEN

7.1 INDEPENDENT GEOLOGIST’S REPORT

John V McCarthy CONSULTING GEOLOGIST ABN 56 630 160 728

2/35 Musgrave Street Mosman, NSW 2088 [email protected] The Directors Tel: 0429 034 055 Dome Gold Mines Ltd Level 7, 71 Macquarie St. Sydney, NSW 2000

August 22, 2013

Dear Sirs

INDEPENDENT GEOLOGICAL REPORT ON THE FIJI EXPLORATION TENEMENTS OF DOME GOLD MINES LTD

This Independent Geologist’s Report has been prepared and updated by John V McCarthy, MAusIMM at the request of the Directors of Dome Gold Mines Ltd (‘Dome’) for inclusion in a Prospectus to be released in August 2013 by Dome for the issue of ordinary shares in Dome and their quotation on the Australasian Securities Exchange. The Prospectus is for an offer of 2,500,000 Shares at an issue price of 20 cents each to raise up to $500,000 with the ability to take up to an additional 5,000,000 Shares amounting to $1,000,000 of oversubscriptions.

The report presents the author’s independent review of reports and other documents describing the geology and mineralisation within three exploration tenements in Fiji held under Special Prospecting Licenses (‘SPLs’). The legal status, term and conditions of each SPL are reported on in the Independent Legal Report, which forms part of Dome’s Prospectus. Of note is that the SPLs will require renewals to be issued by the Fiji authorities and the author can see no reason why a renewal would not be granted to Dome in each case.

The author is an independent Geological Consultant with over 39 years’ experience in the exploration and mining industry and has the relevant experience in the style of the mineralisation and type of deposits being explored by Dome to qualify as a “Competent Person” as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (‘JORC Code’) and as an “Expert” under the definitions provided in the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports, (‘Valmin Code’).

52 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 53 This Independent Geological Report has been prepared in accordance with relevant requirements of the listing rules of the Australian Securities Exchange and the regulatory guidelines 55, 111 and 112 issued by the Australasian Securities and Investments Commission (‘ASIC’) in relation to preparation of independent expert reports. Dome has provided written confirmation it will indemnify the author for liability arising from his reliance on the information provided, or for information not provided by Dome.

This Independent Geological Report is not financial product advice, but is intended to provide investors with expert opinion on matters relevant to investment in Dome. Mr McCarthy is not operating under an Australian financial services licence and this Independent Geological Report is an opinion on matters other than financial products and does not include advice on a financial product.

The author has been paid professional fees to review the geological data provided by Dome, which included site visits to the project areas in Fiji during 2012, and to prepare this report, which further updates a previous report dated May 3rd 2012 with exploration results from the period ending July 2013.

The opinions in this Independent Geological Report are based on information supplied by Dome to the author and are provided at the request of Dome. The author has exercised all due care in reviewing the supplied information.

The author is of the opinion that Dome has clearly defined exploration programs and budgets that are reasonable given the objectives of the Company and that past and more recent exploration is of sufficient merit to warrant the proposed exploration programs. Although these programs as described in this report are to take place over a two year period, exploration results obtained during the work may require adjustment to the amounts ultimately expended, the time over which the work may take place, or the emphasis given to various components of each program.

The author has no direct or indirect financial interest in Dome nor in the success or otherwise of the proposed share offer.

Yours faithfully,

John V. McCarthy, BSc (Major Geology), MAusIMM, Consulting Geologist

52 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 53 INDEPENDENT GEOLOGICAL REPORT

TABLE OF CONTENTS

Page TENEMENTS HELD BY DOME 56 Regional and Geological Setting of the Dome Tenements 56

SPL1454 Nasivi Delta Project 57 Regional Geology 58 Exploration History of SPL1454 59 Recent Exploration by Dome on SPL1454 61 Recent Sonic Drilling Program 63 Bulk Sample Pilot Plant Results 69 Exploration Program & Budget Proposed by Dome on SPL1454 73 SPL1451 Kadavu Islands Project 74 Exploration History of Kadavu and Ono Islands 74 Gasele Block – Geology, Mineralisation and Potential 75 Ono Island Block – Geology, Mineralisation and Potential 76 Exploration and Budget Proposed by Dome on SPL1451 79 SPL1452 Nadrau Project 80 Regional Geology 80 Exploration History of SPL1452 81 Recent Exploration by Dome on SPL1452 82 Wainivalau Area 83 Wainivau Prospect 83 Ionic Leach Soil Geochemical Survey Wainivau Prospect 84 Exploration Program and Budget Proposed by Dome on SPL1452 89 Qualifications 90 Declaration 90 Disclaimer 90 References 91 Glossary (see Section 11 of Dome’s Prospectus) LIST OF PLATES Page Plate 1 Photograph of unvegitated intertidal area, SPL1454, Nasivi Delta 63 Plate 2 Photograph of magnetite grains on surface of the unvegitated area in Plate 2 63 Plate 3 Photograph of magnetite rich sandy bed, SPL1454 Nasivi Delta 64 Track mounted Sonic Drill rig that has been leased by Dome for the Nasivi Delta drill Plate 4 program. Note this rig is in Fiji and leased for the Nasivi drilling, but is not the property of 64 the Dome Plate 5 Sonic core sample processing area in operation at Nasivi 64 Plate 6 Sonic core recovered from drill hole SVS012 in October 2102 at the Nasivi Delta, SPL1454 65 Sonic core samples being prepared for analysis in October 2102 at the Nasivi Delta, Plate 7 65 SPL1454 Plate 8 Pit being dug to collect bulk sample for pilot plant testwork at the Nasivi Delta 69 Plate 9 Photograph of pervasively silicified float, SPL1451, Gasele Block 75 Plate 10 Photograph of “sinter rock” float, SPL1451, Ono Island 77 Possible exposure of mineralised northeast trending structure, west coast of Ono Island Plate 11 79 (Prinas 2013) Plate 12 Pervasively clay altered volcanic exposure eastern Ono Island (Prinas 2013) 79 Plate 13 Photograph of stockwork veining, Wainivau Prospect, SPL1452 84

54 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 55 LIST OF FIGURES

Page

Figure 1 Location map of Fiji and SPL’s (page 2 of Dome’s Prospectus) Figure 7-2 Location map of SPL1454, Nasivi Delta 57 Geology map of the Vatukoula Caldera showing geographical relationship with Figure 7-3 58 SPL1454 Figure 7-4 Location map of hammer seismic lines and section plots, SPL1454, Nasivi Delta 61 Figure 7-5 Contour plot of gold (ppb) ionic leach soil sample results, SPL1454, Nasivi Delta 62 Nasivi Delta showing the location of Sonic drill holes completed during November Figure 7-6 65 and December 2012 Drill sections (from top) 3951400N, 3951800N and 3952200N showing channel developments around a central prominent basement high. The heavy mineral sand Figure 7-7 70 deposits (bright yellow and designated “S”) show increase in thickness toward the coast (NE, N and NW) Drill holes selected for collection of the bulk sample – blue circles were primary Figure 7-8 selections of which four sites were found suitable (SVS013, 014, 016 & 034) and orange 71 circled holes were alternative locations with one of these used (SVS021) Pilot plant flow sheet and mineral concentrate recoveries at each stage of the Figure 7-9 72 process Photographs of the shaking tables showing the heavy mineral concentrates with the broad green band predominantly pyroxene and the black band, titano-magnetite Figure 7-10 72 and ilmenite. The brown band is clean sand that could be sold as reclamation sand. The table indicates the chemical analyses and distribution of the various fractions Figure 7-11 Location and geology map, SPL1451 74 Compilation map of geological, geochemical and geophysical features of the Figure 7-12 75 Gasele Block, SPL1451 Compilation map of Ono Island showing the two mapped volcanic caldera relative Figure 7-13 76 to areas of hydrothermal alteration and mineralization and aeromagnetic features Figure 7-14 Map of soil sample locations submitted for multi-element ionic leach analysis 78 Figure 7-15 Map of gold values from ionic leach soil samples from northern Ono Island, SPL1451 78 Map of copper values from ionic leach soil samples from northern Ono Island, Figure 7-16 78 SPL1451 Figure 7-17 Map of silver values from ionic leach soil samples from northern Ono Island, SPL1451 78 Figure 7-18 Location and geology map of SPL1452 81 Figure 7-19 Compilation map geochemical and geophysical features of SPL1452 82 Contour plot of copper (ppb) ionic leach soil sample results, Wainivau Prospect, Figure 7-20 85 SPL1452 Figure 7-21 Contour plot of gold (ppb) ionic leach soil sample results, Wainivau Prospect, SPL1452 86 Contour plot of silver (ppb) ionic leach soil sample results, Wainivau Prospect, Figure 7-22 87 SPL1452 Contour plot of mercury (ppb) ionic leach soil sample results, Wainivau Prospect, Figure 7-23 88 SPL1452

54 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 55 INDEPENDENT GEOLOGICAL REPORT

Tenements Held by Dome

Location SPL No. Island Area (ha) Dome Interest

Nasivi Delta 1454 Viti Levu 4,125 100%

Gasele-Ono 1451 Kadavu 4,213 100%

Wainivalau 1452 Viti Levu 42,000 100%

Figure 1 on page 2 of Dome’s Prospectus shows the location of the SPL areas within Fiji and relative to east coast Australia.

REGIONAL AND GEOLOGICAL SETTING geological environment throughout the Pacific OF THE DOME TENEMENTS Rim region, which stretches from New Zealand northwards to Fiji, then across to New Guinea, Fiji is a nation of many volcanic islands located from where it branches north through the northeast of Australia (see Figure 1). The main Philippines and westerly through the Indonesian island of Viti Levu is accessible by daily jet Islands. services in approximately 4 hours from Sydney, Australia. Access to the tenements on Viti Levu In Fiji, the largest mineral deposits discovered is by road. SPL1454 is readily accessible via to date are the epithermal gold-silver deposits the national highway, Kings Road, and then at Vatukoula with a past production between numerous smaller tracks that cross the area. The 1932 and 2006 reported in public documents to eastern and western boundaries of SPL1452 are be approximately 7 million ounces of gold1 (the crossed by all-weather roads and bush tracks mine is still operating in July 2013). thereafter. Access to the Kadavu-Ono SPL1451 is either by air from Nadi to Vunisea or via ferries or The largest undeveloped discoveries to date charter boats from Suva, the capital of Fiji. are the Namosi-Wasoi porphyry copper-gold deposits that in the Newcrest December 2012 The Fiji islands are located on the collision Resources and Reserves Statement dated boundary between the Pacific Plate and the February 8, 2013 issued by Newcrest Mining Australian-Indian Plate. Tectonic plates are Limited are reported to contain total Reserves rigid sections of the earth’s crust. Where they of 940 million tonnes @ 0.12g/t Au & 0.37% Cu collide, subduction of one plate beneath and Resources of 1.56 billion tonnes averaging another can occur and when subducted rocks 0.11g/t gold & 0.34% Cu2. reach melting temperature, magma forms and intrudes overlying strata and can breach the Although neither of these deposits is owned by surface as volcanoes. During their evolution the Dome, the Company is exploring areas with volcanic-intrusive rocks may concentrate metals potential for similar mineral deposits. such as gold, silver or copper, therefore plate margins are ideal locations for epithermal and The hot and wet tropical climatic conditions porphyry gold-copper deposit formation and over the Fiji Island group produces rapid are targeted by mineral exploration companies weathering and erosion of uplifted land for deposits of these metals. areas and therefore the topography can be rugged and deeply incised. One of the Dome Numerous gold-copper epithermal and tenements, SPL1454 is located in the catchment porphyry deposits have been discovered in this of the Nasivi River, whose main course and

1Vatukoula Gold Mines Plc Annual Report 2012 pgs 31-33 from a resource statement by AMC Consultants Pty Ltd dated 31 August 2012 2JORC Code reference from Newcrest December 2012 Resources and Reserves Statement dated February 8, 2013

56 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 57 tributaries are eroding the area of Vatukoula cost dredge mining operation and how robust Caldera complex and have been for several such a magnetite iron sand project can be. million years. The Caldera source of these sediments is important as it is the location of the Two of the other Dome tenements (SPL1451 and Vatukoula epithermal gold-silver deposits. Dome SPL1452) cover areas that are associated with postulates that gold and other heavy minerals strong structural features, including volcanic eroded from this volcanic-intrusive terrain could calderas and their associated ring fractures and have accumulated in the sediments of the river intersecting lineaments. These are geological and its delta deposits. environments that could be locations of epithermal gold-silver and/or porphyry copper- This potential was confirmed by the author gold deposits. Several prospective targets during a site inspection in February 2012 when have been identified with surface evidence the magnetite content of the delta deposits of hydrothermal alteration or anomalous gold, was observed. Dome has used the innovative silver and/or copper from geochemical assay technology, Sonic drilling to obtain in-situ results of soil samples or rock chips. These samples from the sedimentary profile. They were locations will undergo follow up exploration over analyzed for their gold as well as magnetite and the next two years. other heavy mineral content. A bulk sample of 150 kg has also been submitted to pilot plant testing. Results of these programs are reported SPL1454 – NASIVI DELTA PROJECT later in this report. The Tenement covers 4,125 ha of the on-shore Results of a feasibility study has been publically and off-shore Nasivi Delta, which is located released on the magnetite sand deposit at the approximately 8 km downstream from the Mba River Delta (approximately 50 km west of Emperor (Vatukoula) Gold Mine (see Figures 7-2 the Nasivi Delta) by Amex Resources Limited and 7-3). The Vatukoula Gold Mine is a world that has similarities to the Nasivi Delta. Amex class epithermal gold-silver deposit that has have announced they are establishing a low produced “in excess of seven Moz of gold” since

Figure 7-2 - Location map of SPL1454

56 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 57 mining commenced in 1936. The Vatukoula Gold Plc Annual Report 2012 reports resources at Emperor to be 4.2 Moz with a further 700,000 ozs Au classified as reserves as at 31 August 20123.

The Nasivi River and its tributaries have by erosion over a long period of time removed large quantities of material from the area of the Emperor Gold Mine and the Tavua Caldera. It is postulated by Dome that a gold placer – magnetite iron sand deposit could have formed in the Nasivi Delta sediments with heavy mineral accumulation as a result of the action of currents and waves.

An initial exploration drilling program using a sonic drill rig was undertaken in November- December 2012 when 36 holes were completed to sample the delta and river channel sedimentary deposits and determine their gold, magnetite and associated heavy mineral content and to provide material for testwork to determine the optimum mining and processing Figure 7-3 - Geology of the Nasivi Delta and methods to use to recover these detrital Tavua Caldera area showing location of minerals. SPL1454 relative to important drainages and the Tavua goldfield. Following on from this work, a bulk sample (150 kg) was collected from drill sites on Nasivi sediments of the Nasivi River near the village of in February 2013. The sample was shipped to Tavua and traced them upstream to discovery Australia and processed through a pilot plant to outcrops in a tributary, Lololevu Creek. In 1936 recover magnetite and heavy minerals. Results gold mining commenced at what was then of this and the sonic drill program are reported known as the Tavua goldfield. later in this report. Epithermal gold deposits at the Emperor Gold Mine are vein-type and largely structurally Regional Geology controlled. Gold (and silver) occur in quartz- Detailed geological descriptions of the SPL1454 gold-telluride veins within three structural area are presented in reports by Blatchford environments referred to as flatmakes; steep (1953), Cohen (1962), lbbotson (1967) and shears; and, shatter zones. Mineralisation varies more recently by Setterfield et al (1991). The in width from millimeters to tens of centimeters. Tavua Caldera, the main geological feature The major gangue minerals are quartz and of the area is the location of the Emperor carbonate, and ore minerals include, gold-silver Gold Mine. The caldera formed at the center telluride, native tellurium, native gold, and gold- of a shoshonitic volcano that developed in a bearing pyrite, with rare occurrences of native submarine to sub-aerial environment. silver.

Gold was discovered in the Vatukoula area The Nasivi River cuts through the Emperor Gold in 1872, but it was not until 1932 when W mine area and other outcropping mineralisation (“Bill”) Bothwick4 panned gold “colours” from of the Tavua goldfield so it is reasonable to

3Vatukoula Gold Mines Plc Annual Report 2012 pgs 31-33 from a resource statement by AMC Consultants Pty Ltd dated 31 August 2012. 4Metallic Mineral Deposits of Fiji, Memoir 4, H. Colley and D.J. Flint 1995

58 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 59 assume that both detrital gold and gold-bearing between 0.015g/yd3 and 0.4g/yd3 of gold, rock fragments are washed down the river respectively. In addition, 36 grab samples were and into the delta and adjacent near shore analyzed and these returned an average of areas. The delta is predominantly composed 0.4g/yd3 gold (MRD Exploration Report 1073). of unconsolidated silty, sandy and gravelly sediments. In 1976, Anglo Pacific drilled four holes on the delta to a maximum depth of 21m using a Jacro rig (small man portable drill). None of the holes reached bedrock. The drill cores were sampled EXPLORATION HISTORY OF SPL1454 at one-meter intervals and only one sample Exploration for detrital minerals commenced returned an anomalous gold value of 0.2g/t Au in the Nasivi Delta area in 1967. Prior to Dome (MRD Exploration Report 1103-1). acquiring the tenement, four companies undertook investigations (particularly for gold During 1978-79, Preussag Fiji Ltd undertook a and magnetite) in areas proximal to and within program of near surface channel sampling with the Nasivi River delta. the objective to substantiate the analytical results obtained by Crawford Marine Specialists The companies involved were Crawford Marine Inc. Their exploration program consisted of Specialists Inc. (1967-1969), Magnanex Ltd., channel sampling using an excavator at (1973), Anglo Pacific (for the periods 1976 exposures in creek banks above the water and 1981) and Preussag Fiji Ltd. (1978-1979). table and near locations previously sampled by Exploration by the four companies involved Crawford. various sampling and processing methods both onshore and offshore. This included A total of 40 bulk samples were collected at the excavation of shallow pits, beach cores, 38 sites as well as 13 smaller channel samples channel and bulk sampling and mechanical, from selected soil horizons from several of sludge and churn drilling. Crawford Marine the same sites. Bulk samples were washed Specialists Inc. carried out one offshore of the fine fraction and screened of +14mm geophysical survey. material and then were hand panned with the heavy and light fractions retained for further Crawford was first to commence exploration for laboratory processing and analysis. Eleven of detrital minerals in 1967, and this work continued the hand panned concentrates were further through to 1969. They undertook geological concentrated in the lab and the “heavy” and geophysical investigations, both onshore concentrate produced gold values between and offshore. They reported that 75% of all pit 0.06g/t Au and 2.7g/t Au. Unprocessed samples samples collected returned gold values with an returned gold values between 0.05g/t Au and average of 0.316g/t Au and a high of 14.04g/t 0.5g/t Au. Au. Furthermore, churn drill hole samples to depths of 50m yielded gold values ranging from The 13 channel samples were split into +14mm 0.03g/t Au to 3.73g/t Au. An offshore seismic and -14mm sizes and assayed with gold values survey delineated a large buried V shaped basin ranging from 0.01ppm Au to 0.09ppm Au. Based (MRD Exploration Report 1025-2). No reference on the results Preussag concluded that the gold particles in the samples were too fine to be was made to magnetite (Fe3O4) by Crawford. recovered by gravity methods. (MRD Exploration In 1973, Manganex Ltd acquired the property. Reports 1153-1 and 1153-2). Their primary exploration program objective was to assess the potential of magnetite by bulk Anglo Pacific returned to the area in 1981 to sampling and drilling sludge holes, with gold drill five holes for a total of 87m using a Conrad being of secondary interest. Two bulk samples, PP150 Banka mechanical drill rig. Again, the weighing 13t and 15t were collected, gravity holes did not reach the base of the alluvial concentrated and the concentrates sent to deposits. They concluded that although gold Australia for analysis. The samples contained was present in the delta, it was below economic levels (MRD Exploration Report 1195-1).

58 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 59 Following the Anglo Pacific work, no further Results of gold analysis of 184 samples were investigations of the Nasivi Delta until a South disappointing in that few samples returned Pacific Applied Geoscience Commission any anomalous gold values. The highest (“SOPAC) in 1995 commenced an evaluation of gold reading was 0.032ppm Au in sample all possible gold placer deposits in the Fiji Island 6C obtained from a depth of 8 to 9m. Four group selected the Nasivi Delta for follow-up samples revealed fine gold specks in panned testwork. concentrates, but did not reflect high gold readings. In November-December 1995 a field survey was carried out primarily to assess the potential of Despite the poor gold results SOPAC detrital gold deposits offshore adjacent to the geoscientists considered it very probable Nasivi River delta. Interpretation of 150 line- that the paleochannels will contain gold and kilometers of seismic data indicated some 200 recommended that they be tested further if the sections of paleochannels and associated fluvial capability to drill cheaply offshore, to a depth of features within the delta. up to 200m became available.

Fifteen sites were selected as targets for drilling, In 1998, the onshore portion of the delta was which was carried out in the foreset beds and tested by SOPAC. An EM survey in mapping the edges of the paleochannels. Drilling was resistivity depth profiles showed areas of low not undertaken in the center of the channels conductivity (sand/gravel) considered to be as depths exceeded the capacity of the prospective locations for gold accumulation. equipment. Eight holes were drilled to a maximum depth of 51m by rotary drilling methods using the Twenty-six holes were drilled at the 15 sites MRD’s Tone Top 250 drill rig and samples were using a vibro jet-airlift system with a maximum collected at 1m intervals. penetration depth of 12m. Sediment samples were collected at 1m intervals and were hand Gold grains were found in three panned panned, analyzed for gold by fire assay and concentrates from two drill holes. (TV99/5, 35- microscopically examined. 36m and TV99/8, 3-4m and 13-14m). Panning on site at drill hole TV99/4 also returned a gold Three principal lithologies were discernible from grain each in the 16-17m and 17-18m intervals in drill samples. coarse sand.

• At surface a very fine grained greenish-grey, Sample recovery from the drilling was very poor, carbonate-rich silty-mud. but it did confirm the existence of gravel beds in the area containing gold grains. However, • Pale green, homogeneous, firm, consolidated the use of drilling mud and inappropriate drilling clay, encountered in most of the holes that techniques caused the loss of sample and may were drilled, usually occurring at depths of 4m have resulted in poor recovery of gold. below sea level (mbsl) in holes drilled outside of the paleochannels. A follow up five-hole diamond drilling program was undertaken in 2000. Hole depths ranged • Dark green olivine-rich sands associated from 27 to 42.4m with samples collected inside with basaltic and a variety of altered rock a split tube. Again recovery was poor in sandy fragments and minerals (for example, jasper, sections with only the sludge collected so it is milky quartz, magnetite). The sands vary doubtful the samples were representative of in- in grain size between holes from medium situ heavy mineral content. through to coarse and granular-sized. This was interpreted to represent sediment from the Since the panned concentrates from samples paleochannels and associated fluvial features collected from the previous drilling (hole TV99/4) that were selected as targets for drilling. contained gold flakes, the first diamond hole (J1) was located on the same site. The hole

60 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 61 was terminated at 40.5m when plastic clay was that underlying basement masked the surface encountered. Panning on-site of drill sludge magnetic response. revealed gold flakes in only one of the drill holes (J4). A comprehensive review of available historical data (magnetic, digital elevation, and satellite The SOPAC final report dated August 2001 images) confirmed that the Nasivi River has concluded the results were “encouraging” since been eroding the Vatukoula volcanic-intrusive gravels had been confirmed to be present and system for a considerable time and depositing there was detrital gold but, the drilling methods sediment on both sides of the delta north of attempted were not capable of providing Tavua. It was possible to recognize the older as reliable samples of the alluvium. well as more recent river courses where heavy mineral deposits accumulated. Recent Exploration by Dome on SPL1454 On behalf of Dome, geological consultants Dome exploration of the Nasivi Delta has undertook a brief field reconnaissance of concentrated on on-shore areas, extending the Nasivi Delta to assess its prospectivity for seawards from the interior margin of the delta gold, iron (as magnetite) and other heavy to the edge of the mangrove vegetated areas. mineral accumulations indicated by previous Initially, following an historical data review, an investigations. Anomalous geochemical results interpretation of aerial magnetometer survey were obtained from sampling in the tenement, data assisted by aerial photographs was especially with respect to iron and gold. A single carried out to determine whether or not subtle sample taken from overbank material in a bank magnetic features could be interpreted as of the Tavua River that consisted of fine grained heavy mineral concentrations. It was concluded

Figure 7-4 - Summary of hammer seismic results, Nasivi River Delta. Both the “red” and “green” layers are indicative of sedimentary deposits prospective for gold, magnetite and other heavy minerals.

60 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 61 sand and silt intercalated with fine bands richer not been established by the survey. The results in magnetite assayed 7.35% iron (Fe) (equivalent therefore should be considered indicative only.

to approximately 10% magnetite - Fe3O4) and 0.042g/t Au. As a second stage of exploration, Dome geologists decided to investigate the surface The review of past drilling programs at Nasivi distribution of gold by geochemical methods indicated that none of the methods used to determine if there were indications that gold produced samples of sufficient quality to be was indeed widely deposited within the delta suitable for determination of either the gold sediments and if so whether targets for drill or magnetite content of the sand and gravel testing could be outlined. deposits of the delta. Dome therefore decided as a first stage of exploration to complete an During 2011 a 100 x 100m soil sampling onshore seismic survey of the delta (see Figure campaign was conducted over the dry-land 7-4). parts of the delta north of the Kings Road, which passes through the village of Tavua. Samples In 2010, 10 line kilometers of hammer seismic were collected at a depth of approximately was conducted on the delta with 3 EW lines 10-20cm below surface and submitted to ALS and 2 NS lines. The survey showed that the Laboratories for ionic leach analysis for gold and delta sediments varied from 10 to over 35m silver. Ionic leach detects mobile metal ions that in thickness with a likelihood of much greater are often at highest concentrations immediately thicknesses on the western and north western above the source of the mineralisation. The sides of the delta where the main channel of plotted results are shown on Figure 7-5. the Nasivi River still outlets to the sea. It was determined by a seismic expert that the data The gold value plot on Figure 7-5 shows that set is faulty and therefore the full thickness of the gold is present in elevated concentrations unconsolidated sediments above bedrock has up to 80ppb in and adjacent to the active

Figure 7-5 - Nasivi Delta ionic leach gold contours in ppb showing broad distribution of gold in flood plains of the Nasivi River and tributaries.

62 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 63 drainages toward the east and west, with an older drainage toward the north still showing gold values through areas of cultivation and soil cover.

The ionic leach results are interpreted to confirm that gold is widely distributed with the deltaic sediments.

During a site visit by the author, it was noted that large areas of unvegitated sandy soil are situated between the areas under agricultural or cattle grazing and the mangrove covered tidal zone. Inspection showed that surface, which is subject to irregular tidal flooding is composed of sandy sediment with high concentrations of magnetite (see Plates 1 & 2). At another location on a tributary of the Nasivi River, an exposure created by recent erosion was observed with high concentrations of magnetite (see Plate 3). It is considered essential therefore that the magnetite content of the delta deposits is determined during sampling programs.

Plate 1 - Unvegitated intertidal area The elevated concentrations of magnetite within between soil-silt covered land and the delta sediments is an important additional mangroves with sandy soil surface potential and could provide a commercially containing high concentrations of magnetite (McCarthy 2012) exploitable iron sand deposit, whether or not an alluvial gold deposit is confirmed. Such a deposit offers the potential for very rapid mine development at modest capital cost.

Recent Sonic Drilling Program

The Nasivi River delta sediments of SPL1454 are being explored by Dome for detrital gold, magnetite and other heavy minerals of potential commercial interest. Although gold has been the primary exploration target previously, given that the source of the delta sediments is the nearby Tavua Caldera (location of the large epithermal gold-silver deposits currently being exploited by Vatukoula Gold Mines Plc), past explorers also have noted the presence of substantial quantities of magnetite and olivine in the delta sediments.

During geological inspection of the area by the author it was confirmed that elevated concentrations of magnetite are present in sandy deposits exposed in the intertidal area Plate 2 - High concentrations of magnetite and in creek washout exposures in the delta. (black grains) on sandy surface of unvegitated intertidal area (McCarthy 2012)

62 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 63 Plate 3 Exposure of magnetite-rich sandy bed (from waterline to plant roots-debris) beneath organic soli-silt surface deposits in a small creek tributary west side of the Nasivi Delta (McCarthy 2012)

Visible estimates of the concentrations of magnetite are similar to what can be observed at other magnetite sand deposits on the Island of Viti Levu.

A review of previous exploration efforts and particularly methods of drilling employed to Plate 4 - Track mounted Sonic Drill rig that test the sediments shows that very poor sample has been leased by Dome for the Nasivi Delta drill program. Note this rig is in Fiji and recovery was often cited as a reason for leased for the Nasivi drilling, but is not the uncertainty about the validity of test results. property of the Dome.

In November 2012, Dome obtained use of a modern and innovative drilling method known as “Sonic drilling” to explore the sedimentary deposits of the delta (see Plates 4 & 5).

Sonic drilling has only been available for commercial use in recent years. Among its advantages over conventional drilling methods such as diamond drilling, reverse circulation or standard percussion and Banka drilling is that the sonic drill recovers the sedimentary units in tubular samples as if “in situ”. No drill fluids are injected into the hole during drilling that could wash away important parts of the sample or Plate 5 - Sonic core sample processing area otherwise contaminate the sample. in operation at Nasivi

64 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 65 As shown on Figure 7-6, the initial exploration program on SPL1454 involved drilling a grid pattern of sonic holes on the dry inland parts of the delta. A total of 36 holes were completed along N-S section lines 400m apart with holes at either 200m or 400m intervals along these lines. Every fifth hole was “twinned” by a second hole within 5m from the first for direct comparison purposes.

As Plate 6 shows, the sonic method recovers samples of the sedimentary unit(s) virtually intact and therefore very accurate logging Plate 6 - Sonic core recovered from drill and sample analysis of the core results. Another hole SVS012 in November 2102 at the Nasivi significant advantage of the sonic method is Delta, SPL1452 that holes are drilled much more rapidly than is the case with conventional drilling methods.

Sonic core samples were placed in core boxes, photographed, logged and then split for half core analysis (see Plates 6 and 7). Generally, 1m core lengths are placed in bags, weighed and then sent to the ALS Laboratory in Suva, Fiji for preliminary processing. Samples are screened to minus 1mm and splits of approximately 500g each are then sent to Robbins Metallurgical Pty Limited (Robbins) near Brisbane for recovery of heavy minerals by heavy media. Following the initial analysis, composites of the heavy mineral samples are then processed for their magnetic Plate 7 - Sonic core samples being prepared (magnetite, ilmenite) and non-magnetic for analysis in November 2102 at the Nasivi (olivine) mineral content. Delta, SPL1452

Figure 7-6 - Nasivi Delta showing the location of Sonic drill holes completed during November and December 2012.

64 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 65 NASIVI (SPL1454) SONIC DRILL HOLE DETAILS

Hole Easting Northing Elevation Inclination Method Hole EOH Number (RL) Diameter Depth

SVS001 1906406.88 3951386.68 3.78 Vertical Sonic 76mm 28.5m SVS002 1906792.55 3951422.69 2.86 Vertical Sonic 76mm 17.25m SVS003 1907579.82 3951766.16 0.58 Vertical Sonic 59mm 29.25m SVS004 1906383.88 3952212.84 2.24 Vertical Sonic 59mm 9.75m SVS005 1906383.47 3952210.90 2.28 Vertical Sonic 59mm 6.75m SVS006 1905579.39 3951808.33 1.97 Vertical Sonic 59mm 20.25m SVS007 1905201.89 3951825.47 1.60 Vertical Sonic 59mm 7.5m SVS008 1907170.04 3951364.16 2.11 Vertical Sonic 59mm 26.25m SVS009 1907173.55 3951355.41 2.03 Vertical Sonic 59mm 18.75m SVS010 1907603.68 3951385.23 8.00 Vertical Sonic 59mm 22.5m SVS011 1907878.85 3951426.66 0.90 Vertical Sonic 76mm 12.75m 59mm 25.7m SVS012 1906368.14 3951804.99 3.19 Vertical Sonic 76mm 11.25m 59mm 12.75m SVS013 1907597.36 3952201.48 1.02 Vertical Sonic 76mm 8.25m 59mm 27.75m SVS014 1907221.39 3952204.42 1.53 Vertical Sonic 76mm 12.75m 59mm 14.25m SVS015 1907189.99 3951807.80 2.01 Vertical Sonic 76mm 14.25m 59mm 17.25m SVS016 1906787.30 3952233.28 2.18 Vertical Sonic 76mm 6m SVS017 1906396.64 3952611.32 0.87 Vertical Sonic 76mm 7.5m SVS018 1906212.90 3952867.57 0.42 Vertical Sonic 76mm 7.6m SVS019 1906398.34 3952608.27 0.87 Vertical Sonic 76mm 8.65m 59mm 21,85m SVS020 1906778.35 3951786.58 2.27 Vertical Sonic 76mm 12.75m 59mm 17.75m SVS021 1905994.84 3951805.87 2.53 Vertical Sonic 76mm 11.25m 59mm 23.4m SVS022 1905994.26 3951410.24 3.19 Vertical Sonic 76mm 12.75m SVS023 1905552.44 3951421.38 2.69 Vertical Sonic 76mm 12.75m 59mm 15.45m SVS024 1905546.89 3951419.88 2.67 Vertical Sonic 76mm 12.75m 59mm 15.35m SVS025 1906001.24 3951419.10 2.95 Vertical Sonic 76mm 12.75m SVS026 1905202.08 3951424.40 2.46 Vertical Sonic 76mm 2.6m SVS027 1905198.63 3951427.36 2.18 Vertical Sonic 76mm 9.25m SVS028 1906037.07 3952202.02 1.30 Vertical Sonic 76mm 8.9m SVS029 1905381.52 3951815.88 2.22 Vertical Sonic 76mm 7.5m SVS030 1905376.87 3951815.24 2.20 Vertical Sonic 76mm 6.85m SVS031 1905578.39 3952199.56 1.41 Vertical Sonic 76mm 12.75m 59mm 20.15m SVS032 1905507.76 3952463.05 0.69 Vertical Sonic 76mm 12.75m 59mm 19.95m SVS033 1906213.91 3952874.40 0.32 Vertical Sonic 76mm 12.55m 59mm 15.45m SVS034 1906728.48 3952615.76 0.49 Vertical Sonic 76mm 7.85m SVS035 1905190.35 3952210.35 1.83 Vertical Sonic 76mm 12.75m 59mm 26.6m SVS036 1905028.41 3952429.75 0.82 Vertical Sonic 76mm 6.1m

66 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 67 As of the date of this report the heavy mineral results NASIVI SPL1454 SONIC DRILLING ANASLYTICAL RESULTS have been reported for the Hole # Thickness %HM Avg. Wt Avg % sand zones sampled by the (m) Thickness %HM Clay (sand beds) (All Holes) (All holes) Sonic drill from all 36 holes as SVS001 7 28.7 23.6 presented in the summary 4 21.6 11 26.1 34.4 tabulation below. The first SVS002 9 30.7 9 30.7 23.2 stage sonic core sample SVS003 5 36.3 32.8 9.25 34.5 14.25 35.1 27.4 analysis produced a heavy SVS004 3 34.5 3 34.5 32.7 mineral range from 14.4% SVS005 3 39.3 3 39.3 24.5 SVS006 6 35.9 6 35.9 31.8 to 42.0% and sand bed SVS007 2 18.1 2 18.1 40.9 thickness from 2 to 15m. SVS008 9 29.9 24.7 9 26.1 18 28.0 35.0 The weighted average SVS009 12 35.7 12 35.7 20.9 SVS009R 12 35.5 12 35.5 20.5 thickness of sand for all SVS010 5 32.2 33.0 holes is 8m and heavy 2 20.7 7 28.9 43.5 mineral weighted average SVS011 5 34.7 24.8 1 31.6 6 34.2 21.8 is 29.4% (see tabulation of SVS012 7 27.9 7 27.9 24.6 Nasivi SPL1454 Sonic Drilling SVS013 6 35.0 24.2 3 29.1 9 33.0 33.4 Analytical Results). The SVS014 5 39.1 17.2 average -45 micron size 1 28.2 6 37.3 28.2 fraction of the sonic core SVS015 6 34.1 6 34.1 26.5 SVS016 4 31.5 4 31.5 23.6 samples is 30.9%. SVS017 6.75 15.7 6.75 15.7 20.8 SVS018 2 20.2 53.7 The heavy mineral 1.6 27.9 3.6 23.6 10.5 SVS019 2 30.7 22.4 concentrate recovered 4 19.8 18.0 from processing the of the 2 14.4 26.4 sonic drill core samples was 3.15 27.5 11.15 23.0 17.0 SVS019R 2 39.3 21.0 analyzed to produce three 4 19.7 20.3 magnetic fractions (@ 300, 3 20.2 25.9 500 & 1000 gauss) and a 2.15 30.1 11.15 25.4 17.7 SVS020 7 30.0 23.3 non-magnetic remainder 2 15.0 9 26.7 33.3 using a low intensity SVS021 9 30.4 29.9 5 28.8 14 29.8 31.2 magnetic separator (LIMS). SVS022 7 39.2 7 39.2 19.2 At the lowest gauss setting SVS023 4 22.8 4 22.8 36.2 the magnetic material SVS024 No sand SVS025 7 33.8 23.1 collected is essentially 7 34.5 14 34.2 23.8 titano-magnetite while at SVS026 No sand higher gauss settings other SVS027 Clay 9.25m SVS028 5 30.8 5 30.8 28.7 paramagnetic minerals are SVS029 5 24.6 3 24.6 36.8 recovered. The tabulation of SVS030 2 31.6 2 31.6 25.9 the results for the sand beds SVS031 2 26.4 43.6 4 33.3 30.0 sampled during drilling are 5 22.2 11 27.0 18.1 presented below. SVS032 5 22.8 37.2 5 25.6 10 24.2 35.7 SVS033 2 23.0 39.5 11.35 23.3 13.35 23.3 18.3 SVS034 5 27.8 5 27.8 27.8 SVS035 5 34.3 22.1 14.6 35.0 19.6 34.8 21.4 SVS036 5 20.0 5 20.0 41.8 Averages 8 29.4% 30.9%

66 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 67 NASIVI (SPL1454) MAGNETIC & NON-MAGNETIC HEAVY MINERAL SUMMARY Sand Total Gauss Equivalent Hole No. From To Width Sand 300 1000 % N/M (m) (m) (m) (m) % Fe3O4 %Mag Total in Feed SVS001 0 7 7 1.55 3.62 28.7 25 29 4 11 1.09 3.23 21.6 SVS002 0 9 9 9 1.13 3.71 30.7 SVS003 0 5 5 1.12 4.97 36.3 20 29.25 9.25 14.25 2.09 7.17 27.4 SVS004 1 4 3 3 1.36 4.69 49.5 SVS005 1 4 3 3 1.00 4.63 56.2 SVS006 0 6 6 6 1.14 5.74 31.8 SVS007 0 3 2 11.4 5 7 0 2 0.93 2.32 22.5 SVS008 1 10 9 1.87 6.33 32.1 10 13 16 26 9 18 1.31 4.05 26.1 SVS009 1 13 12 1.81 5.35 35.7 13 19 12 12.4 SVS009R 13 8R 7 1.03 5.35 24.1 9R 19R 5 12 1.02 4.33 21.7 SVS010 0 7 5 0.84 4.28 38.0 14 23 2 7 1.13 2.57 0.7 SVS011 0 5 5 0.86 3.62 34.7 14 25 1 6 0.25 0.91 5.8 SVS012 1 8 7 7 0.88 2.83 27.9 SVS013 1 6 6 35.0 12 15 3 9 1.41 6.79 29.1 SVS014 0 5 5 39.1 12 13 1 6 1.30 3.77 17.5 SVS015 0 6 6 6 1.11 3.85 34.4 SVS016 0 4 4 4 1.23 5.15 31.5 SVS017 1 7.75 6.75 4.75 1.26 2.41 13.0 SVS018 0 7.6 3.6 3.6 1.15 2.43 12.4 SVS019 1 11 7 1.28 3.39 15.1 11 21.15 3.15 10.15 0.73 1.91 11.2 SVS019R 1 8 6 2.17 4.84 20.5 8 13 3 0.82 2.32 13.2 17 21.15 3.15 13.15 2.00 5.17 23.0 SVS020 1 8 7 22.1 15 17.75 1.67 3.57 23.0 SVS021 0 9 9 0.89 2.96 30.4 16 23.4 6.4 15.4 0.79 3.29 22.3 SVS022 1 8 7 7 1.59 4.09 39.2 SVS023 0 4 4 4 1.58 4.31 22.8 SVS024 No sand SVS025 1 8 7 7 1.30 3.94 33.8 SVS025R 1 8 7 7 4.01 6.81 34.5 SVS026 No sand SVS027 0 9.25 clay 2.1 SVS028 0 7 5 5 0.75 2.13 23.2 SVS029 0 5 5 5 0.95 2.94 24.6 SVS030 3 5 2 2 0.93 2.54 31.6 SVS031 0 2 2 26.4 5 10 4 0.64 3.35 27.1 15 20 5 11 2.58 6.25 22.1 SVS032 0 5 5 0.92 4.48 22.8 15 20 5 10 1.13 3.23 25.6 SVS033 0 2 2 1.66 4.28 23.0 5 15.35 11.35 12.35 1.22 3.50 23.3 SVS034 0 5 5 5 1.12 3.59 27.8 SVS035 0 5 4 1.29 4.21 34.3 11 22 10 1.42 4.30 22 26.6 4.6 18.6 2.88 7.52 35.0 SVS036 0 5 5 5 1.67 4.48 20.0 Averages 8.0 1.33 4.07 25.7 Weighted 27.6 Average

68 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 69 Two-meter composite samples from the drill holes were also subjected to a gold analysis by bulk cyanide leach. The composites samples showed very low leachable gold with only four samples above 0.1g/t Au with the highest value of 0.14g/t Au from 1 to 3 m depth in hole SVS022. As coarse gravel beds were not sampled during this initial sonic drill program the gold potential of the area has not yet been adequately tested.

The geological sections (see Figure 7-7) show that the central inland part of the delta is occupied by a prominent basement high. The Plate 8 - Pit being dug to collect bulk sample heavy mineral sand deposits can be seen to for pilot plant testwork at the Nasivi Delta getting thicker toward the NE, N and NW toward the sea coast and future drill programs will to simulate a full scale plant followed by low target iron sand deposits where ocean wave intensity magnetic separation (LIMS) and and current action have caused greater break recovery of titano-magnetite and ilmenite. down and concentration of magnetite and other heavy minerals. The program was designed to determine if standard gravity and magnetic separation During sonic drilling it was discovered that an processes are capable of producing old erosion surface is present at 6m to 10m commercial products from a sample of the below the present surface that was difficult Nasivi deposit. The work was also intended to penetrate. In drill hole SVS-035, where this to show if the concentrations of magnetite, surface was penetrated thick (13m to 14m) ilmenite, and other heavy minerals obtained heavy mineral bearing sands were sampled. The from processing of sonic drill core samples were Sonic drill has been modified with a rotary head similar to results from the pilot plant processes so this hard unit can be penetrated in future thus validating analytical methods applied to holes to ensure these deeper sand deposits and the sonic half-core samples. coarse gravel is more effectively sampled. A principal objective of the program was to determine if single stage processing would Bulk Sample Pilot Plant Results recover a magnetite concentrate of typical Earlier in 2013, a 150kg bulk sample of the commercial specifications and identify any Nasivi heavy mineral iron sand deposit was other non-magnetic heavy minerals that may be collected from pits dug at the Nasivi Delta (see saleable using larger concentrate sample from Plate 8). The sample was submitted to the firm the pilot plant. Robbins Metallurgical at Seventeen Mile Rocks, Queensland for pilot plant processing studies. Pilot processing showed single stage treatment Samples were collected from shallow pits dug at produced a “titano-magnetite” concentrate

five drill hole locations. of assaying 54.9% Fe and 4.7% TiO2 and that significant amounts of pyroxene, possibly olivine The pilot plant was set up to duplicate at are present in the non-magnetic heavy mineral scalable size, process stages that could be used concentrate. to recover the heavy minerals and magnetite from the sands. The pilot plant processes Further testwork is proposed on the magnetite involved a wash-deslime step followed by two concentrate to determine if additional gravity separation stages on ¼ size Wilfey wet processing stages could upgrade the shaking tables operating at conditions concentrate to a higher Fe content (55- 57% is normal commercial grade). Detailed mineralogical studies were also recommended

68 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 69 Figure 7-7 - Drill sections (from top) 3951400N, 3951800N and 3952200N showing channel development around a central prominent basement high. The heavy mineral sand deposits (bright yellow designated “S”) show increase in thickness toward the NE, N and NW.

70 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 71 SPL1454 BULK SAMPLE LOCATIONS NASIVI AREA QUANTITY HOLE # FMG_E FMG_N DEPTH (m) COMMENT (Kg) SVS013 1907614 3952194 1.7 5 x 5KG water at 1.3m

SVS014 1907239 3952199 1.6 5 x 5KG water at 1.2m

SVS016 1906805 3952225 1.7 5 x 5KG water at 1.2m

SVS034 1906744 3952608 1.9 5 x 5KG water at 0.8m

SVS021 1905045 3952426 1.8 5 x 5KG water at 1.7m

TOTAL 125KG

Figure 7-8 - Drill holes selected for collection of the bulk sample – blue circles were primary selections of which four sites were found suitable (SVS013, 014, 016 & 034) and orange circled holes were alternative locations with one of these used (SVS021).

to estimate the pyroxene content of the non- between specific mineral groups (such as magnetic concentrate as refractory sand silicates or polymorphs) so quantitative mineral could be an additional commercial product. identification requires more detailed mineralogical Refractory sands are used in the metal casting examination. In this regard it is notable that the industries. non-magnetic concentrates are dominated (86.3% of total) by pyroxene (diopside) and In addition to the heavy mineral potential therefore this concentrate was subjected substantial tonnages of “clean” sand are quantitative x-ray diffraction analysis for mineral generated during pilot plant processing and this identification. This work showed that 97% of material may be marketable as reclamation the non-magnetic concentrate is “pyroxene sand both in Fiji and elsewhere. group” with the composition XY(Si, Al)2O6 where “X” represents Ca, Na, Fe+2, Mg, Zn, Li and “Y” Samples of the magnetic and non-magnetic represents Cr, Al, Fe+3, Mg, Sc, Ti, V, Fe+2. Market heavy mineral concentrates were subjected studies will need to be undertaken to determine if to preliminary mineral typing using QEMSCAN the green pyroxene is suitable for industrial use in analysis. QEMSCAN cannot readily differentiate the metal casting industry.

70 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 71 Figure 7-9 - Pilot plant flow sheet and mineral product recoveries at each stage of the process.

Figure 7-10 - Photographs of the shaking tables showing the heavy mineral concentrates. The broad “green” band is predominantly pyroxene (possibly olivine?) and the black band is magnetite and ilmenite. The brown band is clean sand that could be sold as reclamation sand.

72 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 73 Also noted is that the titano-magnetite have environments with more effective mineral had lower than optimum Fe content due separation and concentration mechanisms that to entrained impurities. Further mechanical would free and concentrate titano-magnetite processing or a more active depositional and other heavy minerals while removing more environment may remove these impurities. of the clay minerals. For this reason Dome elected to apply to expand the original SPL1454 Although the titano-magnetite and ilmenite from 1,900 ha to 4,125 ha during its recent content of the bulk sample is modest at renewal for a three year licence period to approximately 1.9% the location and method include large offshore sand deposits. of sample collection was not optimum being near surface in an estuarine zone containing Exploration Program & Budget Proposed high organic matter and slimes (24.5%). It by Dome on SPL1454 is recommended that Dome undertake exploration in coastal areas where wave Exploration planned over the next two years is and current action may have increased intended to collect reliable data for calculation the concentration of titano-magnetite. The of resource estimates that comply with the pilot plant work successfully shows that the JORC Code. In the first instance drilling will methodology for processing the sonic drill be undertaken in coastal and near off-shore samples produces reliable estimates of the locations of the Nasivi Delta to obtain samples magnetite and non-magnetic heavy minerals of heavy mineral sands. The samples will be and that standard recovery methods can be analyzed to determine their titano-magnetite used to produce concentrates. and pyroxene content. Areas found to contain 5% titano-magnetite or greater will be subjected Based on the geological model being to infill drilling. constructed from results of the initial sonic drill program and pilot plant tests, future sonic holes The budget proposed by Dome for the next two will be drilled in the inter-tidal and near off-shore years of exploration is as follows: environments. It is expected that these areas will

Sonic Drilling Pre-Feasibility Year 1 Year 2 A$ A$ Salaries & Supervision 45,000 45,000

Field supplies 15,000 15,000

Sonic drilling 90,000 90,000

Laboratory 20,000 20,000

Tenement fees 5,406 7,939

Metallurgy/engineering 15,000 25,000

Resource Study 10,000 10,000

Office/reports 10,000 15,000

Totals 210,406 227,939

Note: Should the Offer be fully subscribed the budgeted expenditures will increase proportionally to $450,406 in Year 1 and $487,938 in Year 2 mainly by accelerating the sonic drilling and technical studies programs.

72 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 73 SPL1451 KADAVU ISLANDS PROJECT A more detailed interpretation of potential exploration targets has been compiled based The exploration targets on SPL1451 (see Figure on the available geology, geochemistry, and 7-11) are epithermal gold-silver and porphyry regional geophysical data. copper-gold style deposits. The tenement is split into two blocks, a western block located east of the village of Gasele on eastern Kadavu Island Exploration History of Kadavu and Ono and an eastern block covering most of Ono Islands Island, immediately to the east of Kadavu Island. Several reconnaissance geological surveys were Both blocks cover a number of hydrothermally conducted initially for volcanogenic massive altered, silicified and mineralized volcanic sulphide (VMS) and later for gold between and intrusive rocks associated with shoshonitic 1971 to 1986, and although these activities volcanic calderas. The areas have generally produced anomalous samples containing gold, received little exploration in the past, apart from silver, copper and arsenic no detailed follow-up work completed between 1986-91 under a SPL exploration was undertaken. held by an unrelated party. Between 1986-91 under SPL 1235/1366 The two parts of the tenement are: (Freeport/Poseidon) conducted regional exploration that led to a concentration of effort 1. Gasele in the central and eastern part of on Ono Island at the Waisomo Prospect in the Kadavu Island, southeast part of the island. Three diamond holes drilled there gave inconclusive, but 2. The Island of Ono, northeast of Kadavu Island. anomalous gold results.

Figure 7-11 - Location and geology map of Kadavu and Ono Islands showing the two blocks of SPL1451 (Gasele on Kadavu and most of Ono Island).

74 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 75 During 1997-99, New Challenge Resources held the eastern part of Kadavu Island under SPL1380, a tenement which included the Gasele block of SPL1451. In 1997 they completed aerial magnetometer and radiometric surveys that identified three volcanic centers on eastern Kadavu, one of which is located on SPL1451.

Much of the subsequent field work conducted by New Challenge was undertaken south of the Gasele block, although the Annual Report 1998 reports the discovery an area of mineralized Plate 9 - Pervasively silicified float with float in Waikonakoro and Vunikokalevu Creeks smooth open voids and hematite coated colloform vugs, Waikonotawa Creek, Gasele southeast of Gasele and west of one of the (J. Hoyle 2008) volcanic centers identified during interpretation of the aerial geophysical survey data. There is no indication that follow-up exploration was done and in 1999 SPL1380 was relinquished when funding for exploration was withdrawn by the joint venture partner (New Challenger Resources Annual, Final Report of Exploration in Eastern Kadavu (SPL1380) for the year ending 30th September 1999).

Gasele Block – Geology, Mineralisation and Potential

The Gasele area covers the northern portion of the Koronibanuve Caldera on eastern Kadavu Island. The most common rock is agglomerate flow breccia of andesitic-basaltic composition that overlies where exposed an unaltered coarse grained “porphyritic pyroxene- amphibole andesite with cognate xenoliths of micro-gabbro” (Hoyle 2007). Figure 7-12 - Compilation map of the Gasele block showing anomalous stream sediment The above volcanic and sub-volcanic units sample results, and mapped altered effectively cover underlying hydrothermal rock types and structures relative to the alteration whose presence is indicated by collapsed Koronibanuve Caldera. abundant siliceous quartz breccia float with pyritic sulphide found in deeply incised The principal geophysical feature evident from creek beds, particularly Waikonotawa Creek, aerial surveys is an oval shaped caldera inner southeast of Gasele. Work conducted by ring about 4000m west to east and 3000m Dome geologists identified intensely opaline north to south. Approximately the northern half silica-altered volcanic rock with up to 5% pyrite of this volcanic feature falls within the Dome as disseminations and euhedral crystals. Also block. One area of specific interest is a possible reported is vesicular cherty to opaline silica hydrothermal or epithermal intrusive represented replaced rocks. Assays of samples of these by a circular magnetic low at the core of the altered rocks were anomalous in gold, copper, caldera. mercury and tellurium and may be indicating the presence of the upper section of a mineralized epithermal system.

74 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 75 Cutting across the tenement are a strong set of north-east striking magnetic linears interpreted as faults, cut by an older set of secondary north- west striking magnetic linears. These magnetic linears parallel the Yale Fault, a major structure evident in outcrop on the Gasele block (see Figure 7-12).

Historically, geochemical data collected over the tenement has included rock chip samples, -80# mesh stream sediment samples and BLEG samples. This work showed the caldera and the drainage system to the north on the Dome block is anomalous in gold, silver, arsenic, copper, lead and zinc. Although encouraging, these results are too widespread to provide effective focus for further exploration.

Dome proposes to undertake systematic soil sampling of the ridges and spurs of the Gasele block for ionic leach (IL) analysis. Metal anomalies detectable by IL can be sourced from hidden sub-surface mineralisation due to Figure 7-13 - Compilation map of Ono Island the upward mobility of the water transported showing the two mapped volcanic caldera metal ions. IL anomalies are generally detected relative to areas of hydrothermal alteration and mineralization and aeromagnetic vertically above source thus providing a focus features. for ground penetrative geophysical surveys and drilling. In the opinion of the author this exploration method has potential to detect as well as local soil geochemical traversing, concentrations of mineralisation that are hidden outlined extensive zones of intense epithermal below cover rocks and therefore missed by alteration of the volcanics (Freeport of Australia previous exploration. Inc.-McAlister and Nettle 1987). During the 1987 and 1988 field seasons more detailed sampling was completed in areas of anomalous Ono Island Block – Geology, geochemistry (Nettle, I987, Nettle 1988). This Mineralisation and Potential work included alteration mapping, petrology Ono Island is volcanic in origin with two calderas and rock geochemistry as well as the drilling of identified; Madre Caldera in the central western three diamond-drill holes at Waisomo Prospect part of the island and the larger Uluisolo Caldera on Ono Island. The mapping also defined a in the center and eastern area (see Figure number of pyrite-rich areas. Creeks produced 7-13) being part of a larger volcanic-intrusive stream sediment samples anomalous in gold, complex. Andesitic rocks of volcanic and sub- silver or base metals in northern Ono Island. All volcanic origin dominate the geology with large anomalous samples came from creeks draining areas of silicification to the north and south of the Uluisolo Caldera. the calderas. One hot spring remains active on the western side of the island near the village of Past exploration has concentrated on an area Naturu. Topography consists of steep hills around of silicification and hydrothermal alteration near eroded caldera rims. the village of Waisomo on the southern part of Ono Island. Rocks were sampled by Freeport A reconnaissance exploration program in (Nettle 1987; Nettle 1988) that were anomalous 1986, consisting of panned-concentrate in gold with the best result reported being 4.9g/t stream-sediment, outcrop and float sampling, Au and 3.5g/t Ag from rock chip samples across

76 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 77 a 5m wide zone that was also anomalous in Despite the positive indications no further arsenic (2300ppm), antimony (500ppm) and exploration or drilling was conducted on Ono molybdenum (14ppm). It was concluded that Island until 2007 when Dome geologists began the sample results indicated the presence of a to take a renewed interest in the potential high-level epithermal system. for epithermal gold-silver mineralisation in and around the calderas. Work involved In 1988, Freeport drilled three diamond drill holes interpretation of aerial geophysical data and a near Waisomo village on southern Ono Island. field inspection of anomalous areas identified In their Annual Report dated August 1988 it was by past exploration or from the geophysical stated that “Long intersections characterized interpretation. by anomalous gold assays were returned from each of the three holes drilled”. It was Pervasive silica alteration with lesser white clay, concluded that “the potential for the discovery alunite and hematite was observed at the of significant precious metal mineralisation Waisomo prospect and rocks containing up is considered to be good” (Nettle 1988). The to 8% pyrite were submitted for assay. Results same or a very similar vein-breccia zone was were anomalous for several metals with peak intersected in all three holes as shown by the values of 0.4g/t Au, 111ppm Pb, 1,865 ppm tabulation of the better gold assay results shows. Hg and 225ppm Te. A float sample of altered and bleached sinter with vuggy colloform

Hole # Interval (m) Au (ppm) chalcedonic silica was recommended for follow-up (see Plate 10). DDHW-1 54 - 56 0.139

56 - 58 0.221 Samples collected from the Waisomo area were

58 - 59 0.667 petrologically examined showing that before alteration the original rocks were probably 59 - 60 1.222 layered tuff, which was intensely quartz-alunite- 60 - 61 0.207 pyrite altered. The petrologist concluded that 64 - 66 0.235 the rock is likely to come from the highest or 88 - 90 0.435 uppermost part of an epithermal mineralizing

94 - 96 0.921 system and recommended that further exploration in more central areas of the island DDHW-2 54 - 56 0.115 be undertaken. Precious metal mineralisation 56 - 57 0.669 in such systems generally deposits at locations 57 - 58 0.894 where pressure reduction results in boiling and 58 - 60 0.173 precipitation of metals (the so called “boiling zones”). Observed alteration minerals indicate DDHW-3 88 - 90 0.231 this would be below the present surface on Ono 90 - 92 0.224 Island. 104 - 106 0.217

106 - 108 0.258

116 - 118 0.350

120 - 122 0.201

122 - 124 0.196

124 - 126 0.322

130 - 132 0.720

132 - 134 0.794

Plate 10 - Pervasively silica altered sinter-like float with large open voids coated with clear colloform silica, Roro Creek, Ono Island (J. Hoyle 2008)

76 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 77 In addition to the Waisomo prospect area, the northern section of Ono Island around the village of Nanggara is also intensely hydrothermally silica altered and gossanous andesitic volcanics from that area were found to be anomalous in gold, arsenic and tellurium.

Past exploration in the Nanggara area has been limited to stream reconnaissance so the potential of this intensely altered area to contain epithermal gold-silver and/or porphyry copper deposits has not yet been fully tested.

During the past year soil sampling was conducted on Ono Island by Dome. The samples were submitted to ionic leach analysis Figure 7-15 - Map of gold values from soil and produced strong and persistent multi- samples and ionic leach analysis from Ono Island element anomalies. One location of particular interest is shows contiguous Au-Ag-Cu-Hg-Sb-Mo anomalies along the northwestern edge of what magnetic interpretation suggests is the Uluisolo Caldera.

Figure 7-14 shows the location of all the Ono soil samples and figures 7-15, 7-16 and 7-17 show coincident anomalous gold, copper and silver results. There is a clear northeast trending structural control of anomalies in the northern part of the island. Plate 11 shows what is interpreted as the western exposure of the anomalous structure on the west coast of Ono Island.

Figure 7-16 - Map of copper values from soil samples and ionic leach analysis from Ono Island

Figure 7-14 - Map of soil sample locations submitted for multi-element ionic leach analysis Figure 7-17 - Map of silver values from soil samples and ionic leach analysis from Ono Island

78 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 79 silver systems. Plate 12 shows a large exposure of intense Argillic alteration of volcanic rocks on the eastern side of Ono Island. In conjunction with the anomalous ionic leach geochemistry Ono Island is shaping as a strong target for systematic exploration. Given these very positive indications more detailed geochemical sampling and geological mapping is warranted on Ono Island.

Exploration and Budget Proposed by Dome on SPL1451 Plate 11 - Possible exposure of mineralised northeast trending structure, west coast of Both the Kadavu and Ono Island blocks of Ono Island (Prinas 2013) SPL1451 show alteration and anomalous mineralisation in volcanic geological settings that are known elsewhere to host both epithermal gold-silver and intrusive related porphyry copper-gold deposits. Past exploration has been very limited with only one area near Waisomo drill tested with non-economic but encouraging results.

The exploration program proposed by Dome will follow-up the systematic ridge and spur soil sampling with geological mapping and further sampling in areas of anomalism detected in the current surveys. In conjunction with Plate 12 - Pervasively clay altered volcanic detailed mapping the targets will undergo exposure eastern Ono Island (Prinas 2013) ground geophysical surveys aimed to locate concentrations of mineralisation below surface During the soil sampling campaign Dome that can be selected for drilling. Exploration geologists noted extensive areas of clay and/or programs and budgets proposed by Dome are silica alteration that is typical of epithermal gold- reasonable to complete the work proposed.

Drill Target Location Drill Testing Year 1 Year 2 A$ A$ Salaries & supervision 20,000 25,000 Field supplies 10,000 10,000 Geochemistry 15,000 5,000 Geophysics - 15,000 Drilling - 30,000 Laboratory 15,000 5,000 Access 5,000 5,000 Tenement Fees 3,902 4,586 Office/reports 10,000 10,000

Totals 78,902 109,586

Note: Should the Offer be fully subscribed the budgeted expenditures will increase proportionally to $168,902 in Year 1 and $234,586 in Year 2 mainly by accelerating exploration drilling programs.

78 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 79 SPL1452 – NADRAU PROJECT The western boundary of SPL1452 is near the upper reaches of the Sigatoka River (see The Company is exploring SPL1452 for precious Figure 7-18) and within and takes in the central and base metal mineralisation associated with southern section of a metallogenic feature volcanic rock and related intrusive sequences. referred to as a “possible post-orogenic uplift”. The targets in the licence area include, Kuroko Dome believes the uplift may be due to style VHMS Cu-Pb-(Au-Ag), low- sulphidation upwelling of sub-volcanic magmatic intrusive. epithermal Au-Ag, high-sulphidation epithermal Au-Cu, and related porphyry Cu-Au-(Mo), styles Access to western parts of the SPL is by the of mineralisation as found at Emperor (Au-Ag), Sigatoka Valley Road to the village of Namoli Mt Kasi (Au), and Namosi (Au-Cu) in similar and the Suva-Vunindawa road to the eastern geology. boundary and then by horseback or on foot along bush tracks and old forestry roads. The Dome tenement is contiguous with and immediately north of SPL1420 owned by the Namosi Joint Venture consisting of Newcrest Regional Geology Mining Limited, Nittetsu Mining Co. and The SPL area is predominantly underlain by Mitsubishi Materials Co. The Namosi property pre-orogenic volcanic and sedimentary rocks contains the world class Namosi Porphyry of the Wainimala Group. Late to post-orogenic copper-gold deposits (there are up to 15 sedimentary rocks within the licence include significant copper and gold prospects) with a members of the Navosa Group, Medrausucu total resource of 1.88 billion tonnes averaging Group, Verata Group, and the Vatukoro 0.37% Cu and 0.12g/t Au1. Greywacke. Minor post-orogenic volcanic rocks of the Namosi Andesite outcrop in the east of The Namosi deposits are situated within a the SPL area (Rodda 1994). mineralized volcanic-intrusive center, one of many that make-up the large island of Viti Levu. Intrusive stocks of the Middle and Late Miocene Approximately the northern half of another Colo Plutonic Suite intrude the rocks of the large intrusive center, the Wainivalau Complex is Wainimala Group in the northwest, central located partially within SPL1452 and other areas and northeast of the licence. The western of anomalous copper and gold mineralisation portion of the SPL is underlain by the significant have been identified by past and current Wainivalau Complex of tonalitic to granodioritic exploration on the tenement that may be composition, which shows alteration such indicating the presence of mineralized porphyry as pyritisation at a number of locations near intrusive. Dome is using IL soil geochemistry its margins. Rocks of the Wainimala Group and detailed geological mapping to better adjacent to a tonalitic stock have undergone define the anomalies in preparation for focused contact metamorphism that extends 500m to geophysical programs and drilling. 1.5km from the margin of the stock. Smaller stocks in the center and northwest of the licence The eastern boundary of SPL1452 is located in tend to be of quartz diorite to trondhjemite central Viti Levu, approximately 40 km northwest composition. from Suva, Fiji’s capital. This area is part of the Sovi River drainage basin that has been designated a “Protected Area” so care will be taken to undertake exploration that is very low impact and any mineral discovery will require excision from the Protected Area.

1JORC code reference is from a public presentation at the Diggers and Dealers Conference, Kalgoorlie, WA August 2011 as sourced from the Newcrest Annual Statement of Mineral Resources & Ore Reserves to June 30, 2011 based on information compiled by Colin Moorehead, EGM Minerals, Newcrest Mining Limited.

80 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 81 Figure 7-18 - Location and geology map of SPL1452 (source Geology of Viti Levu, 1966)

Exploration History of SPL1452 Best gold and silver assays reported for 2m sample intervals from this drilling were reported Between 1971-78, exploration by Barringer - as 1.1g/t Au and 1.6g/t Ag, respectively (Hay Australian Anglo American (SPL1035) and later by 1978). Amoco Minerals Fiji (SPL1089 & SPL1097) located

anomalous copper and zinc during regional The next period of exploration within SPL1452 stream sediment surveys in the western part of the was undertaken by CRA Exploration (“CRAE”) current tenement at the Wainivau prospect. between 1989-92 under SPL1325. The following prospects were worked on or identified at this Amoco also held ground in the north western time: sector of SPL1452 (Namoli area) from 1974-76

and after regional airborne magnetics and • At Wainivau, CRAE found low order stream sediment work carried out more detailed anomalous gold in pan concentrate and work at the Wainivau prospect where detailed between 0.32 g/t and 1.1g/t Au in rock stream geochemistry had outlined a 15 square float samples. Mineralisation was related kilometer area anomalous in copper and zinc. to contacts between tonalite and the Wainimala Volcanics. High stream sediment Five diamond drill holes were drilled south of copper numbers could not be explained. Wainivau Creek targeting spot copper highs

coincident with IP anomalism. Weak copper • The Wainivau Creek headwaters, near a mineralisation (<1000ppm) associated with contact between a tonalite intrusive with extensive pyrite was present in all holes and volcanic rocks float yielded anomalous gold interpreted to be associated with a contact (to 0.19g/t Au) and zinc (up to 1.1% Zn). between tonalite intrusive and dacite volcanics.

80 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 81 • On Bucobuco Creek malachite was identified in float (1.9% to 3% Cu), but the source was not found.

• At the Waibasaga prospect CRAE outlined a soil geochemical gold-base metal anomaly in an area where mineralized float had assayed as high as 0.28g/t Au, 191g/t Ag, 1.7% Cu and 0.6% Zn.

• Anomalous gold and base metal float (up to 3.6g/t Au, 120g/t Ag, 1.3% Zn and 0.55% Pb) at Waiwatu was interpreted from petrology as a low sulphide epithermal prospect, but metal concentrations were too low to test further (Murphy 1989).

At the Waibasaga prospect the gold and base Figure 7-19 - Compilation by Dome of metal soil geochemical anomaly was tested historical geochemical results and airborne with one diamond hole. A further five holes were geophysical data interpretation for SPL1452 and surrounding area also drilled nearby into a gossan with up to 4.5% Cu and 0.28g/t Au. Although CRAE interpreted gold soil geochemistry over a wide area and results to indicate the upper part of a porphyry probably associated with the Namoli and copper system they concluded that the assay Wainivau diorite stocks. results were too low to be of interest. Further exploration including ground magnetometer, It was concluded that the limited work in the gradient array Induced Polarisation (IP) and area by Amoco did not fully test the prospect’s mapping was followed by five man-portable potential to host a large copper-gold porphyry diamond drill holes (total of 120.9m). Although intrusive system with possible peripheral quartz-illite-pyrite alteration was intersected epithermal gold-silver mineralisation and further both copper and gold assays were low and the work was recommended. The five diamond program was terminated. holes previously drilled were found to be outside the main geochemical anomaly and also Between 1991-94 under their SPL1356, Placer peripheral to a circular SLAR feature, possibly Exploration Limited, undertook exploration in a propylitic (epidote-chlorite-albite) zone. over the western section of current SPL1452 Placer did not complete any drilling to test this after inspection and evaluation of data hypothesis. collected by previous explorers. In conjunction with interpretation of side-looking airborne Reconnaissance geological surveys involving radar (“SLAR”) data and the modeling of field observations and rockchip samples were the geological history of Viti Levu, this work collected at the Wainivalau and Wainivau suggested the possible occurrences of buried prospect areas, which were selected due to copper and gold porphyry systems in the their recognition as potentially prospective Tenement area (see Figure 7-19). geologic terrains from geophysical interpretation and/or anomalous geochemistry identified by Regional work consisted of reconnaissance previous explorers. geochemical drainage s ampling, mapping and photo geology. Detailed drainage sampling and mapping was conducted over Recent Exploration by Dome on SPL1452 the known prospect at Wainivau that confirmed Since the acquisition of the SPL1452, the Dome that the Wainivau prospect was represented work has involved two main areas: by anomalous copper in the drainages and

82 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 83 1. Re-interpretation of the airborne indicated by Barringer (Fiji) Ltd. and other previous magnetometer and radiometric geophysical explorers. Areas around Wainivau, Wainatasili, data by senior geophysical consultant John Waibureburewe and Waibola Creeks and minor Slade, and tributaries were examined.

2. Research of historical exploration reports Lithologies exposed include sedimentary followed by ground reconnaissance of sequences of the post-orogenic Vatukoro prospects identified during past exploration. Greywacke, which are locally intruded and A systematic ridge and spur soil sampling deformed by quartz diorite to tonalite stocks program on a 100m x 100m grid was and dykes of the Colo Plutonic Suite. In the area completed over the Wainivau prospect immediately surrounding the village of Namoli, area with analysis of the soils by ionic leach outcrop consisted of well jointed inequigranular analytical methods. The program was tonalites, with local well developed iron oxide undertaken to confirm IL sampling’s usefulness staining was associated with disseminated pyrite in identifying mineral deposits under cover in of up to 5%. the tropical weathering environment. Patchy to pervasive propylitic alteration was noted in exposures generally consisting of Wainivalau Area texturally destructive alteration of mafic minerals Ground reconnaissance of an area on Wainivalau (predominantly hornblende) to diffuse chlorite Creek on the eastern side of SPL1452 was patches, weak sericite and epidote alteration undertaken to access a large potassium anomaly, of feldspars, with minor local silicification around Wainivalau and Waibasaga Creeks, around some fractures and joints. Mineralisation thought to be associated with a probable caldera consisted of fine to very fine disseminated structure (Wainivalau Complex). Areas adjacent anhedral pyrite as individual crystals or small to the upper portion of Wainivalau Creek and irregular aggregates. minor tributaries were examined. In the lower reaches of Wainivau creek, outcrop Deep weathering and lack of outcrop hampered observed consisted of relatively flat lying, well- adequate sampling and geological interpretation bedded, fine arenites which show no obvious and would also have hindered past exploration signs of alteration or mineralisation. Weak activities. Lithologies exposed in the area consisted deformation of the arenites, including normal of tonalitic members of the Colo Plutonic Suite, faulting and broad doming was observed, surrounded by Miocene andesitic volcanics which can be interpreted as being a result of and volcaniclastics of the Wainimala Group. the emplacement of an intrusive body beneath Andesitic rocks in the area were observed to the units, such as the tonalites/quartz diorites have undergone weak to moderate propylitic seen near Namoli, and upstream around alteration, with pervasive to patchy chlorite, Waibureburewe Creek. epidote and carbonate development. Minor fracture related silicification was noted, along with Propylitic alteration is dominant in outcrop possible minor sericite development. in Wainatasili and Waibureburewe Creeks consisting of texturally destructive chlorite None of the lithologies or alteration observed alteration of mafic minerals, weak sericite adequately explain the anomalous radiometric alteration of feldspars with local patchy epidote (high-K) signature of the area and further development, along with minor carbonate investigation is recommended. development as patches in mafics and as irregular veinlets, along with minor open coarse Wainivau Prospect crystalline quartz veins. Locally zones of phyllic alteration were also observed with pervasive Reconnaissance of the area around the Wainivau strong silica and sericite largely obliterating Prospect on the western side of SPL1452 was the original rock texture. In zones of phyllic undertaken to assess its copper and gold potential alteration, planar cross-cutting to stockwork

82 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 83 quartz veins with minor centerline pyrite fill that are considered to be analogous to quartz- sulphide veins and veinlets found in the inner portions of porphyry copper deposits.

Mineralisation is comprised of fine to very fine disseminated anhedral pyrite and minor pyrite veinlets in quartz and carbonate veins. Chalcopyrite was noted in only one sample. Fracture or fault related dark sphalerite was noted in one sample from the upper reaches of a tributary of Wainivau Creek and magnetite Plate 13 - Stockwork quartz veined, phyllic veining was noted in some samples. (sericite-silica) altered (?) tonalite, with alteration obliterating original rock texture. (J. Hoyle 2008) Assay results from samples taken at the Wainivau prospect showed sporadically anomalous values for a number of elements. Copper is temperature alteration assemblage nor the most consistently anomalous, with 8 out of pyrite-chalcopyrite mineralisation that was 22 samples returning moderate to strongly reported in drill holes is supportive of being from anomalous values between 103ppm and deep within a porphyry system; rather, they are 1890ppm Cu. Gold was weakly anomalous in far more typical of the upper or outer edges of a number of samples, with a maximum result of such a system. 0.1ppm Au. Other anomalous elements included Dome decided that given the extensive surface zinc, with results of 1130ppm and 2780ppm, area of the copper anomaly previous work molybdenum up to 175ppm, lead up to 872ppm could have targeted the wrong or less than and arsenic up to 182ppm. These results are optimal location. Soil sampling on the ridges considered highly encouraging, with elevated and spurs applying ionic leach analytical copper-molybdenum-gold values indicating methodology has been undertaken by Dome the potential for porphyry style copper-gold in 2011 and 2012 to better define the anomaly. mineralisation in the area. The analytical results from this survey are very encouraging and show the following features: Ionic Leach Soil Geochemical Survey Wainivau Prospect 1. Two large copper anomalies (see Figure 7-20) Past exploration of the Wainivau Prospect had are located north of Wainivau Creek on the discovered mineralized float in rivers and creeks. eastern half of the grid. Past work including A large area of copper anomalism (>15 square IP surveys and drilling was located south of km) and a smaller area of gold anomalous soils Wainivau Creek and south of the southern and stream sediments had been outlined. Within anomaly. The southern anomaly has a the anomalous area, Amoco had concentrated northwest trend that connects it to an area of its efforts on a 2 x 2 km grid south of Wainivau multi-element anomalism that is referred to as Creek where five drill holes intersected anomalous the Namoli anomaly. copper ranging from 54ppm Cu to a maximum of 1740ppm Cu. Typically holes were anomalous in 2. Coincident gold-silver-copper-mercury copper their entire length, for example SFA-75-1 anomalies cover an area of greater than drilled through 398m of dacitic volcanic breccia 3 sq km referred to as the Namoli anomaly that averaged 228ppm Cu. east of the Sigatoka River in an area that has not previously undergone any penetrative It was concluded by Amoco geologists that exploration such as geophysics or drilling (see this mineralisation represented the roots of an Figures 7-20, 7-21, 7-22 & 7-23). Gold bearing eroded porphyry copper deposit. However, float has been reported in this area by earlier in the author’s opinion, neither the low explorers, but the source was never located.

84 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 85 Figure 7-20 - Plot of copper values (ppb) from ionic leach analyses. Two large new copper anomalies are located on the east side of grid north of Wainivau Creek (Wainivau anomalies). The southern of the two anomalies is approximately 1km north of the location of past diamond drilling that intersected thick zones of anomalous (up to 475ppm) copper. A strong copper anomaly is also located immediately east of the Sigatoka River (Namoli anomaly) that is coincident with gold, silver, mercury and other metals. This is a priority target for future exploration.

84 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 85 Figure 7-21 - Plot of gold values from ionic leach analyses. Note the gold anomaly contiguous with copper on the northwest side of the grid adjacent to Sigatoka River (probable fault).

86 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 87 Figure 7-22 - Plot of silver values from ionic leach analyses. Note the silver anomaly is coincident with copper, gold and mercury anomalies on northwest side of grid.

86 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 87 Figure 7-23 - Plot of mercury values from ionic leach analyses. The western anomalous area is coin- cident with the multi-element Namoli anomaly. The north eastern and smaller eastern anomalies are coincident with the two large Wainivau copper anomalies.

88 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 89 Exploration Program and Budget volcanically derived cover lithologies meant Proposed by Dome on SPL1452 exposures of mineral deposits themselves were seldom observable so finding the deposit within SPL1452 is composed of geological units that are these large target areas was very difficult. known to host a variety of base and precious metal volcanic and intrusive related mineral Dome have selected soil sampling and ionic deposits in Fiji and elsewhere along Pacific Rim leach analysis as a method that could see tectonic plate boundaries. Past exploration through the noise and provide closer focus on in the area applied conventional exploration locations where anomalous concentrations of methods such as drainage outcrop and float target metals have accumulated more directly mapping, stream sediment, rock chip and/or above the source. Areas that are anomalous in soil geochemistry. At a few locations surface target metals such as gold, silver and copper geophysical surveys and shallow exploratory are accompanied by a suite of trace elements diamond drilling were also used in an attempt (Hg, Mo, Cs or Rb) in elevated concentrations to locate mineralisation indicated by metal that support an interpretation that an underlying anomalies in soil or that had been observed as intrusive is present and a probable source for the float in nearby streams and/or in rare outcrops. commercial metals. These targets will become the focus of more penetrative exploration such These exploration methods were very successful as IP geophysics that are useful in planning drill in outlining large areas of anomalous alteration programs. and mineralisation. Problems caused by deep tropical weathering and sedimentary and/or

Drill Target Location Drill Testing Year 1 Year 2 A$ A$ Salaries & Supervision 20,000 25,000 Field supplies 15,000 20,000 Geochemistry 20,000 20,000 Geophysics - 28,000 Drilling - 25,000 Laboratory 15,000 20,000 Roadwork - Helicopter support 4,000 10,000 Tenement fees 3,669 4,188 Office/reports 10,000 10,000

Totals 87,669 162,188

Note: Should the Offer be fully subscribed the budgeted expenditures will increase proportionally to $187,669 in Year 1 and $347,189 in Year 2 mainly by accelerating the geophysical and exploration drilling programs.

88 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 89 QUALIFICATIONS DISCLAIMER

The individual responsible for the preparation of The opinions expressed in this report are based this report is: on geological and geophysical information supplied to the author by Dome Gold Mines J V McCarthy, BSc (Major Geology), MAusIMM Limited in response to a specific request from Consulting Geologist the Company and the author has exercised due care in his review of the information supplied John V. McCarthy (“the author”) is a member by Dome Gold Mines Limited. The accuracy of the Australasian Institute of Mining and and conclusions of the author are entirely Metallurgy and has over 38 years’ experience reliant on the accuracy and completeness in the mineral exploration and mining industry. of the information so supplied. The author In addition to operational and management does not accept any responsibility for errors or in exploration for a wide range of minerals and omissions in the supplied information and does deposit types, this experience also includes not accept any consequential liability arising periods as a mine geologist at an underground from commercial decisions or actions resulting tantalum mine and as an ore reserve geologist from them. The author’s opinions rely totally at one of the world’s largest open pit uranium on the conditions that applied at the date of mines. The author was a Competent Person as this Report and do not necessarily apply to defined by the JORC Code for an ASX listed conditions that may arise after the date of this company since 2006 and has written numerous Report about which the author had no prior independent expert and public company knowledge nor the opportunity to assess. reports. The author is presently operating as an independent Geological Consultant as the sole proprietor of John V McCarthy, Consulting Geologist, ABN 56 630 160 728.

DECLARATION

This report has been prepared for Dome Gold Mines Limited inclusion in its Prospectus. The opinions and information contained in this report have been provided in good faith, but in its preparation the author has relied substantially on information provided by the Directors and Management of Dome Gold Mines Ltd. The author has no reason to doubt the information that was provided.

This report has been provided for the sole use of inclusion in Dome’s Prospectus for which written consent has been supplied and no other use of the report or its content is permitted without the written consent of the author.

90 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 91 REFERENCES

GENERAL REFERENCES

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SPL 1454

Amdel Mineral Laboratories Mineralogy of Five ‘Magnetite’ Samples, 9 July 2013

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92 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 93 SPL 1452

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Murphy N.C. Report on Surrendered Ground Monavatu SPL1325, Fiji, 1989

Pyper R. Independent geological report on the exploration tenements of Oak Mines Ltd. Unpublished independent consultants report, 2007

Rodda P. Geology of Fiji. in Stevenson, A.J., Herzer, R.H., and Balance, P.F. (eds). Geology and Submarine Resources of the Tonga- Lau-Fiji Region, SOPAC Technical Bulletin 8:131-151, 1994

94 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 95 7.2 INVESTIGATING ACCOUNTANT’S REPORT

Board of Directors Level 17, 383 Kent Street Dome Gold Mines Limited Sydney NSW 2000 Locked Bag Q800 Level 7, 71 Macquarie Street QVB Post Office Sydney, NSW, 2000 Sydney NSW 1230 T +61 2 8297 2400 F +61 2 9299 4445 E [email protected] W www.grantthornton.com.au 30 August 2013

Dear Directors,

INVESTIGATING ACCOUNTANT’S REPORT ON THE HISTORICAL AND PRO FORMA FINANCIAL INFORMATION AND FINANCIAL SERVICES GUIDE

Introduction We have prepared this Investigating Accountant’s Report at the request of the Directors of Dome Gold Mines Limited (“Dome”) for inclusion in a Prospectus (“Prospectus”) to be dated on or about 30 August 2013 and to be issued by Dome, in respect of the planned initial public offering on the Australian Securities Exchange.

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

Scope Grant Thornton Corporate Finance has been requested to prepare this report on the following financial information:

Historical Financial Information The Historical Financial Information of Dome, as set out in the Financial Information disclosed in Section 6 of the Prospectus comprises the following:

x The consolidated statement of comprehensive income for the years ended 30 June 2012, and 30 June 2013;

x The consolidated statement of cash flows for the years ended 30 June 2012, and 30 June 2013; and

x The consolidated statement of financial position as at 30 June 2013;

(hereafter, the ‘Historical Financial Information’).

Grant Thornton Corporate Finance Pty Ltd ABN 59 003 265 987 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Holder of Australian Financial Services Licence No. 247140

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards Legislation

94 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 95 2

The Historical Financial Information has been extracted from the audited financial statements for the years ended 30 June 2012, and 30 June 2013, which were audited by Grant Thornton Audit Pty Ltd.

Pro forma Financial Information The Pro forma Financial Information set out in the Financial Information disclosed in Section 6 of the Prospectus comprises the pro forma consolidated statement of financial position as at 30 June 2013, assuming completion of the Offer and includes the Pro forma Adjustments (“Pro forma Adjustments”) as at that date as disclosed in Section 6 (Note 1 – Pro Forma Adjustments).

(hereafter, the ‘Pro forma Financial Information’).

(collectively the ‘Financial Information’).

The Financial Information is presented in an abbreviated form insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports.

This report has been prepared for inclusion in the Prospectus. Grant Thornton Corporate Finance disclaim any assumption of responsibility for any reliance on this report or on the Financial Information to which this report relates for any purpose other than the purposes for which it was prepared. This report should be read in conjunction with the Prospectus.

Directors Responsibility for the Historical and Pro Forma Financial Information The Directors have prepared and are responsible for the preparation and presentation of the Historical and Pro forma Financial Information. The Directors are also responsible for the determination of the Pro forma Adjustments as set out in Section 6 (Note 1 – Pro Forma Adjustments) of the Prospectus.

Our Responsibility Our responsibility is to express a conclusion on the Historical and Pro forma Financial Information based on our review. We have conducted an independent review of the Financial Information in order to state whether on the basis of the procedures described, anything has come to our attention that would cause us to believe that:

a) the Historical Financial Information does not present fairly the Historical Financial Information in accordance with the measurement and recognition (but not all of the presentation and disclosure requirements) of applicable Accounting Standards in Australia;

b) the Pro forma Adjustments do not provide a reasonable basis for the Pro Forma Financial Information;

96 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 97 3

c) the Pro forma Financial Information has not been prepared on the basis of the assumptions set out in Section 6 (Note 1 – Pro Forma Adjustments) of the Prospectus; and

d) the Pro forma Financial Information does not present fairly the consolidated pro forma statement of financial position as at 30 June 2013 in accordance with the measurement and recognition (but not all of the presentation and disclosure requirements) of applicable Accounting Standards in Australia as if the Pro forma Adjustments set out in Section 6 (Note 1 – Pro Forma Adjustments) of the Prospectus had occurred at 30 June 2013.

Our independent review of the Financial Information has been conducted in accordance with Australian Auditing Standards applicable to review engagements. Our procedures consist of reading relevant Board minutes, reading of relevant contracts and other legal documents, inquiries of management personnel and the Directors and analytical and other procedures applied to Dome’s accounting records.

These procedures do not provide all the evidence that would be required in an audit, 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 on the Financial Information.

Conclusion Statements Review conclusion on the Financial Information Based on our independent review, which is not an audit, nothing has come to our attention which causes us to believe that:

a) the Historical Financial Information does not present fairly the Historical Financial Information in accordance with the measurement and recognition (but not all of the presentation and disclosure requirements) of applicable Accounting Standards in Australia;

b) the Pro forma Adjustments do not provide a reasonable basis for the Pro Forma Financial Information;

c) the Pro Forma Financial Information has not been prepared on the basis of the assumptions set out in Section 6 (Note 1 – Pro Forma Adjustments) of the Prospectus; and

d) the Pro forma Financial Information does not present fairly the consolidated pro forma statement of financial position as at 30 June 2013 in accordance with the measurement and recognition (but not all of the presentation and disclosure requirements) of applicable Accounting Standards in Australia as if the Pro forma Adjustments set out in Section 6 (Note 1 – Pro Forma Adjustments) of the Prospectus had occurred at 30 June 2013.

96 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 97 4

Independence and Disclosure of Interest Grant Thornton Corporate Finance does not have any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased conclusion in this matter. Grant Thornton Corporate Finance will receive a professional fee for the preparation of this report.

Financial Services Guide We have included our Financial Services Guide as Appendix A to this report. The Financial Services Guide is designed to assist retail clients in their use of any general financial product advice in this report.

Yours faithfully GRANT THORNTON CORPORATE FINANCE PTY LTD

NEIL COOKE CONOR FARLEY Partner Partner – Audit & Assurance

98 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 99

Appendix A (Financial Services Guide)

Level 17, 383 Kent Street Sydney NSW 2000 Locked Bag Q800 QVB Post Office Sydney NSW 1230 T +61 2 8297 2400 F +61 2 9299 4445 This Financial Services Guide is dated 30 August 2013. E [email protected] W www.grantthornton.com.au

1. About us Grant Thornton Corporate Finance Pty Ltd (ABN 59 003 265 987, Australian Financial Services Licence no 247140) (“Grant Thornton Corporate Finance”) has been engaged by Dome Gold Mines Limited (“Dome”) to provide a report in the form of an Investigating Accountant’s Report for inclusion in a Prospectus dated on or about 30 August 2013 (“the Prospectus”) relating to the offer of shares in the Company. You have not engaged us directly but have been provided with a copy of the report as a retail client because of your connection to the matters set out in the report.

2. This Financial Services Guide This Financial Services Guide (“FSG”) is designed to assist retail clients in their use of any general financial product advice contained in the report. This FSG contains information about Grant Thornton Corporate Finance generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the report, and how complaints against us will be dealt with.

3. Financial services we are licensed to provide Our Australian financial services licence allows us to provide a broad range of services, including providing financial product advice in relation to various financial products such as securities and superannuation products and to deal in a financial product by applying for, acquiring, varying or disposing of a financial product on behalf of another person in respect of securities and superannuation products.

4. General financial product advice The report contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs. You should consider your own objectives, financial situation and needs when assessing the suitability of the report to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment.

Grant Thornton Corporate Finance Pty Ltd ABN 59 003 265 987 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Holder of Australian Financial Services Licence No. 247140

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards Legislation

98 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 99 6

5. Fees, commissions and other benefits we may receive Grant Thornton Corporate Finance charges fees to produce reports, including this report. These fees are negotiated and agreed with the entity who engages Grant Thornton Corporate Finance to provide a report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the person who engages us. In the preparation of this report our fees are charged on a fixed basis. Partners, Directors or employees of Grant Thornton Corporate Finance, Grant Thornton Australia Ltd, or other associated entities, may receive dividends, salary or wages from Grant Thornton Australia Ltd.

6. Associations with issuers of financial products Grant Thornton Corporate Finance and its authorised representatives, employees and associates may from time to time have relationships with the issuers of financial products. For example, Grant Thornton Australia Ltd may be the auditor of, or provide financial services to the issuer of a financial product and Grant Thornton Corporate Finance may provide financial services to the issuer of a financial product in the ordinary course of its business. Grant Thornton Audit Pty Ltd is the auditor of the Company.

7. Complaints Grant Thornton Corporate Finance has an internal complaint handling mechanism and is a member of the Financial Ombudsman Service (membership no. 11800). All complaints must be in writing and addressed to the Head of Corporate Finance at Grant Thornton Corporate Finance. We will endeavour to resolve all complaints within 30 days of receiving the complaint. If the complaint has not been satisfactorily dealt with, the complaint can be referred to the Financial Ombudsman Service who can be contacted at:

PO Box 579 – Collins Street West Melbourne, VIC 8007 Telephone: 1800 335 405

Grant Thornton Corporate Finance is only responsible for this report and FSG. Grant Thornton Corporate Finance will not respond in any way that might involve any provision of financial product advice to any retail investor.

8. Contact Details Grant Thornton Corporate Finance can be contacted by sending a letter to the following address:

Head of Corporate Finance Grant Thornton Corporate Finance Pty Ltd Level 17, 383 Kent Street Sydney NSW 2000

100 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 101 MATERIAL CONTRACTS

SECTION EIGHT

The Directors consider that the contracts The significant aspects of the Constitution are as described below and elsewhere in this follows: Replacement Prospectus are contracts which an investor would reasonably regard as material a. Article 87.1 of the Constitution provides that and which investors and professional advisors upon Dome being admitted to the Official List would reasonably expect to find described in of the ASX, and for so long as Dome remains this Replacement Prospectus for the purpose of admitted to the Official List of the ASX, the making an informed assessment of the Offer. provisions set out in Appendix 15A of the Listing Rules shall apply, and notwithstanding The summaries are, of their nature, brief and any provision of the Constitution, the indicative and should only be read on that basis. Constitution shall be read subject to the To fully understand the rights and responsibilities prevailing provisions of the Listing Rules. pursuant to the contracts and the nature and extent of these, it would be necessary to b. Dome shall have no nominal capital. undertake a full legal review of each contract. c. The number of Directors of Dome shall not be The following documents constitute the material less than three and shall not be more than contracts of Dome: nine.

1. Constitution of Dome Gold Mines Limited d. Directors shall, subject to the Constitution and the Corporations Act (and any other 2. Exploration Licences applicable law) be entitled to have a 3. Directors’ Insurance and Indemnity material personal interest or financial benefit Agreements in Dome. 4. Restriction Agreements (as required by ASX) 5. Management Services Agreements e. Directors and any Associate can participate in an issue of Shares by Dome (subject to the A summary of the main terms of these Listing Rules). documents are detailed below. f. Except as required by law or under the SCH Business Rules, no person shall be recognised 8.1 Constitution by Dome as holding any Share non- The constitution of Dome is effectively a beneficially, and Dome shall not be bound to contract between Dome and each member, recognise any equitable, contingent, future Dome and each Director and Company or partial interest in any Share or unit of a Secretary, and between a member and each Share or any other rights in respect of any other member, pursuant to section 140 of the Share except an absolute right to the entirety Corporations Act. Investors who take up Shares thereof in the registered holder (subject to under this Offer shall become bound by the any other provision of the Constitution or any Constitution of Dome and shall agree to observe applicable law or court order). and perform the provisions of the Constitution and any regulations or by-laws which may be g. Subject to the Constitution, a holder of made thereunder. ordinary Shares in Dome shall be entitled to be present at any meeting and to vote in respect of those ordinary Shares and every

100 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 101 Shareholder present shall be entitled on a The escrow period applicable to vendors, show of hands, to one vote, or on a poll Directors and associates is 24 months. The to one vote for each Share held by that escrow period applicable to non-associated Shareholder (except in the case of partly- parties is 12 months or as ASX may otherwise paid Shares, which Shareholder shall be determine. These agreements have been made entitled to a fraction of a vote equivalent to for the purpose of complying with Chapter 9 of the proportion which the amount paid up to the ASX Listing Rules. bears to the total issue price). During the escrow period, the escrow trustee shall not dispose of, or agree to dispose of the 8.2 Exploration Licences restricted securities or create any interest in, the Dome Mines Ltd a wholly owned Fijian subsidiary restricted securities, transfer ownership or control of Dome Gold Mines Ltd is the holder of three of the restricted securities or participate in a special prospecting licences, namely SPL1451, return of capital made by Dome. SPL1452 and SPL1454. The SPLs were initially granted on 17 October 2007 and have been If the restricted securities are kept on the renewed annually until 2013, when they were certified subregister, the escrow trustee, as renewed for a period of 3 years each ending on holder of those restricted securities, shall deposit 22 August 2016, 26 August 2016 and 22 August the certificates for the restricted securities with 2016 respectively. Dome knows of no reason a bank or recognised trustee for the escrow why each tenement will not be further renewed period. after then. All tenements confer on Dome If the restricted securities are kept on the issuer the exclusive right to prospect for precious sponsored subregister, the escrow trustee, as metals and all ferrous minerals and are in good holder of those restricted securities, shall apply standing. a holding lock to those restricted securities. Upon expiry of the escrow period, the securities 8.3 Directors Insurance and Indemnity may be unlocked and released to the security Agreements holders, subject to the requirements of the ASX By these agreements between Dome and each and the Listing Rules. Director of Dome, Dome agrees to indemnify each Director, to the extent permitted by law 8.5 Management Services Agreements against liabilities and legal costs incurred by each Director in his capacity as a Director of By a Management Agreement and an Dome and to maintain a Directors’ and officers’ Agreement for Services each dated 1 July 2012, insurance policy in respect of each Director at Dome engaged Charvest Pty Ltd, of which Mr the cost of Dome. In addition Dome agrees to Andrew Skinner is a Director, for a period of 2 provide each Director access to Board papers years from 1 July 2012 to provide: and other documents of Dome while such a. Management Agreement Director holds office and for up to a seven year Head Office management services including period thereafter. management of the financial affairs of Dome, monthly financial reporting, monthly board 8.4 Restriction Agreements reports, administrative support as well as full By these agreements as yet undated between office services such as secretarial support to holders and controllers of restricted securities Dome’s staff and access to office equipment. in Dome (as identified in the Schedule to the In consideration for the services provided, agreement), and the escrow trustee, the escrow Charvest Pty Ltd is entitled to management trustee shall hold the restricted securities allotted fees of $300,000 per annum plus GST. by Dome during the escrow period in respect of those securities.

102 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 103 b. Agreement for Services Fiji office and field management services including supervision of company related work, providing recommendations regarding and supervision of subcontractors in allied fields, monitoring expenditure to meet Fijian Mineral Resources Department requirements, liaison with all regulatory authorities in relation to the Mining Tenements and assisting with project cash flow and sensitivity analysis in connection with project financing. In consideration for the services provided, Charvest Pty Ltd is entitled to management fees of $104,000 per annum plus GST.

The Directors (other than Mr Skinner) consider the terms and conditions of both agreements to be on an arm’s length basis.

102 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 103 MINING TITLES REPORT

SECTION NINE

30th August, 2013 Our Ref: HKN/hkn/

The Directors Dome Gold Mines Ltd Level 7, 71 Macquarie St. Sydney, NSW 2000

Dear Sirs

Re: Report on Special Prospecting Licenses held by Dome Mines Limited

This report was requested by and prepared for Dome Gold Mines Ltd (the “Company”) for inclusion in a Prospectus to be issued by the Company.

The subject of this report is a company namely Dome Mines Limited (“Dome”) and the Special Prospecting Licenses (SPLs) held by Dome located in Fiji. We have made all enquires and reviewed all documents which we regard as necessary or desirable in order to give this report.

Status of the SPLs held by Dome

We are satisfied as a result of searches at the Department of Mineral Resources that Dome is the named licensee of the following SPLs:

1. SPL 1451 located at Kadavu and Ono Islands

2. SPL 1452 located at Nadrau on south-central Viti Levu

3. SPL 1454 located at Nasivi River Delta on the north coast of Viti Levu

All of the above mentioned SPLs are current and all fees due for these Iicences are paid.

H. K. NAGIN LLB VIREN KAPADIA BA. LL.B., A.S.A. Sherani & Co. 2nd Floor, Harifam Centre, Greig St. GPO Box 1004, Suva, Fiji Tel: +679 331 3255 Fax: +679 330 1546 E mail: [email protected] Website: www.sherani.com.fj

104 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 105 The Directors Dome Gold Mines Ltd Level 7, 71 Macquarie St. Sydney, NSW 2000

The SPLs have been held by Dome since 17 October 2007 and have been renewed annually until August 2013, when the SPLs were renewed for 3 years. Provided all stated licence conditions are met extensions to the SPLs will be considered by the Department of Mineral Resources for further terms of 3 years. At the date of this report we believe that there is no reason for the SPLs not to be renewed for further terms.

There are no outstanding issues in respect of the abovementioned mining tenements (the “Tenements”). All Tenements granted to Dome as stated above confer on Dome the exclusive right to prospect for precious metal and metalliferous minerals.

Furthermore, we are satisfied as a result of:

a. searches of the Tenements in the Register of Mining Tenements maintained by the Department of Mineral Resources pursuant to Regulation 28 of the Mining Act, Chapter 146 of the Republic of Fiji Islands; and

b. enquiries of relevant parties,

that Dome presently holds at the date of this report the registered interests in the tenements set out in the table below for mineral exploration projects in the Republic of Fiji Islands.

Current Area Expiry Tenement Location Holder Expenditure (Ha) Date Requirement

SPL 1451 Kadavu Island Group Dome Mines Limited 4,213 22/08/2016 $F1,350,000

SPL 1452 Central Viti Levu Dome Mines Limited 42,000 26/08/2016 $F2,250,000

SPL 1454 Nasivi Delta Viti Levu Dome Mines Limited 4,125 22/08/2016 $F1,650,000

Assumptions & Qualifications

In giving this report we have assumed:

1. that the entries in the Register of Mining Tenements maintained by the Department of Mineral Resources containing the Tenements are complete, accurate and up to date; and

2. that the references to the areas of the Tenements are taken from details shown in the searches and we have not caused a survey to be undertaken to verify the accuracy of those areas marked out on the ground.

This report is qualified to the extent that our searches and enquiries are limited to those described above. In giving this report we have relied on the searches and enquiries at the Department of Mineral Resources and our review of the records relating to the Tenements.

104 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 105 The Directors Dome Gold Mines Ltd Level 7, 71 Macquarie St. Sydney, NSW 2000

Responsibility Statement

Except for this report Sherani & Co have not been involved in the preparation of any part of the Prospectus, have not in any way authorised or caused the issue of the Prospectus, are not responsible for any matter included in or omitted from the Prospectus, make no representation or warranty, either express or implied with respect to the completeness or accuracy of any information contained in the Prospectus and disclaim liability to any person in respect of any statement included in the Replacement Prospectus.

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 of the Company.

106 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 107 ADDITIONAL INFORMATION

SECTIONSECTION TEN TEN

10.1 Incorporation definitive statement of the rights and liabilities of the Shareholders under the Constitution. The Dome was incorporated in New South Wales, Constitution is consistent with the ASX Listing Australia on 8 July 2011 as a mining exploration Rules. Dome’s Constitution is subject to the ASX company. Listing Rules in all respects while Dome maintains its listing on the ASX. 10.2 Tenement acquisition Meeting and Voting Each of the three tenements SPL1451, SPL1452 Subject to the Constitution of Dome and any and SPL1454 was acquired by Dome Mines rights or restrictions for the time being attached Ltd (a wholly owned subsidiary of Dome) on to a class of share, at a general meeting of 17 October 2007. There are no other assets in Dome every Shareholder present in person, or by which Dome Mines Ltd has any interest. proxy, attorney or representative has one vote on a show of hands, and upon a poll, one vote 10.3 Share Capital at date of issue of for each Share held by the Shareholder and for this Replacement Prospectus each partly paid share held, a fraction of one vote equal to the proportion which the amount The pro-forma capital structure on completion of paid up bears to the amounts paid or payable the Offer is summarised below: on that share. In the case of an equality of votes, the chairperson has a casting vote. MINIMUM SUBSCRIPTION ($0.5M) Percentage Notices Shares (%) Each Shareholder is entitled to receive all Presently on issue 112,457,310 97.83 notices, accounts and other documents

Public offer at required to be given to Shareholders under the 2,500,000 2.17 20 cents/share Constitution of Dome, the Corporations Act and Shares on issue the ASX Listing Rules. 114,957,310 100 at listing date Anticipated Winding Up market $23 million capitalisation On a winding up of Dome, Shareholders will participate in any separate assets of Dome in proportion, as nearly as may be, to the capital 10.4 Rights Attaching to Shares paid up on the Shares held by them respectively at the commencement of the winding up. A summary of the more significant rights is set out below. This summary is not exhaustive nor Transfer of Shares does it constitute a definitive statement of the rights and liabilities of Dome’s shareholders. To A Shareholder may transfer Shares by a proper obtain such a statement, persons should seek SCH Transfer or an instrument in writing in any independent legal advice. usual form or in any form approved by the Directors of Dome or the ASX. The Directors Set out below is a summary of the rights, of Dome may refuse to register any transfer liabilities, privileges and restrictions under the of Shares other than a proper SCH Transfer as Constitution that will attach to the Shares of defined in the Corporations Act 2001 (Cth), Dome, including the new Shares offered under where permitted by the ASX Listing Rules or this Replacement Prospectus. This summary does where it is not in a registrable form. Dome must not purport to be exhaustive or to constitute a not refuse to register or give effect to or delay or

106 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 107 in any way interfere with a proper SCH Transfer Further increases in capital of Shares or other securities. Subject to ASX Subject to the Corporations Act, the ASX Listing Listing Rules and SCH Business Rules, while Dome Rules, the ASX Settlement Operating Rules and is a listed company, the Board may suspend the the ASX Clear Operating Rules and any rights registration of transfer at such time and for such attached to a class of Shares, Dome (under periods, not exceeding 30 days in a year as they the control of the Directors) may allot and issue see fit. Shares and grant options over Shares, on any terms, at any time and for any consideration, as Dividends the Directors resolve. The profits of Dome which the Directors may from time to time elect to distribute by way of Variation of Rights Attaching to Shares dividends are divisible amongst the holders of Subject to the Corporations Act, the ASX Listing Shares equally on the Shares in respect of which Rules, the ASX Settlement Operating Rules and the dividend is paid. the ASX Clear Operating Rules and the terms of issue of Shares in a particular class, Dome may Alterations to the Constitution vary or cancel rights attached to Shares in that The Constitution can only be amended by class by either special resolution passed at a special resolution passed by at least three general meeting of the holders of the Shares quarters of voting Shareholders and at a general in that class, or with the written consent of the meeting. At least 28 days’ written notice holders of at least 75% of the votes in that class. specifying the intention to propose the resolution as a special resolution must be given. Copies of 10.5 Unlisted Options – Conditions Dome’s Constitution are available for inspection and Terms at the registered office of Dome or on Dome’s website www.domegoldmines.com.au. At listing 10,148,395 unlisted options to acquire shares in Dome will have been issued as follows: Directors The Board of Directors is responsible for the Number Exercisable Expiry Optionee of Unlisted overall corporate governance of Dome, Price Date Options including establishing its strategic direction,

establishing goals for management and Options to monitoring the achievement of these goals. non-related 20 cents 30.09.15 7,898,395 parties The minimum number of Directors is three. Options Shareholders may vary the number by resolution to related 20 cents 30.09.15 2,250,000 in general meeting. The Constitution provides parties (see that at each Annual General Meeting, any Section10.9) Director who has held office: Total number of unlisted 10,148,395 • without re-election for in excess of three options years; or The terms and conditions of the Options are: • past the third Annual General Meeting following that Director’s last appointment or election; or • Each Option entitles the holder to subscribe for one ordinary share in Dome upon • pursuant to an appointment by the Directors payment of 20 cents. to fill a casual vacancy in the preceding year; or • The Options are exercisable at any time during the period commencing on the date • if none of the above applies, the Directors Dome’s Shares are admitted to quotation who have served office the longest without on the ASX until 30 September 2015 as re-election, must retire from office. The detailed in the table above (Expiry Date), Managing Director is exempted from by notice in writing to the Directors of Dome retirement by rotation. A retiring Director is accompanied by payment of the exercise eligible for re-election.

108 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 109 price. An exercise of only some of the to the number of underlying securities over Options shall not affect the rights of the holder which the options can be exercised unless to the balance of the Options held by such required under the Listing Rules upon a option holder. reorganisation of capital.

• Options not exercised by the Expiry Date will Dome has not issued any options which will be automatically expire. listed upon listing of Dome.

• Shares allotted and issued pursuant to the 10.6 Company Tax Status exercise of an Option will be allotted and issued not more than 14 days after the receipt The Directors expect that Dome will be taxed in of a properly executed notice of exercise Australia as a public company. of Option and the application moneys in respect of the exercise of such Option. 10.7 Remuneration of Directors

• All shares issued upon exercise of the Options Under Dome’s Constitution, the Non-Executive will rank pari passu in all respects with Dome’s Directors shall be paid as remuneration for their then existing ordinary fully paid shares. ordinary services as Directors a fixed sum as determined by resolution of Dome. The total • There are no participating rights or aggregate amount that may be paid to Non- entitlements inherent in the Options and Executive Directors is currently set at $156,000 holders will not be entitled to participate in per annum. new issues of capital offered to shareholders during the currency of the Options without The following remuneration is payable to each exercising the Options. Dome, however, will Director: ensure that for the purpose of determining Name of entitlements to any such issue, the books Remuneration Director closing date will be at least 12 business days $60,000 Garry Lowder after the issue is announced. This will give (including Chairman fees) option holders the opportunity to exercise $48,000 their options prior to the date for determining Andrew Skinner (including Chair of Audit entitlements to participate in any such issue. Committee fees) Tadao Tsubata $Nil • In the event of any reorganisation (including Allen Jay $48,000 reconstruction, consolidation, sub-division, reduction or return of capital) of the issued capital of Dome, the number of Options or the exercise price of the Options or both 10.8 Substantial Shareholders shall be reconstructed (as appropriate) in a No. of Percentage manner which will not result in any benefits Shares Held of issued Name being conferred on option holders which are Ordinary capital after Fully Paid IPO* not conferred on shareholders and (subject to Onizaki 30,000,000 26.10% such provisions with respect to the rounding of Corporation entitlements as sanctioned by the meeting of Tiger Ten 20,000,000 17.40% shareholders approving the reconstruction) in Investment Ltd

all other respects the terms for the exercise of Cybersys Inc 5,500,000 4.78% the Options shall remain unchanged, subject Brave Top 5,500,000 4.78% to the ASX Listing Rules. Enterprises Ltd

*Assuming minimum subscription raised • The option holder has no right to a change in the exercise price of the Options or a change

108 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 109 There are no other substantial shareholders in 10.11 Fees, Commissions Expenses Dome. of the Offer

It is anticipated that the cash expenses of Tiger Ten Investment Ltd is a private company of the Minimum Offer will be $207,000 inclusive which Tadao Tsubata, a Director of Dome, is a of GST. These expenses include the cost of Director and shareholder. Onizaki Corporation, the Investigating Accountants report, the Cybersys Inc and Brave Top Enterprises Ltd are Independent Geologist’s report, legal fees, not related to or associated with Dome. Share Registry fees, accounting fees, ASIC fees, printing and other expenses.

10.9 Interests of Directors Fees and commissions expected to be paid in connection with the Offer as follows: Shares $500,000 At the date of this Replacement Prospectus, the Nature of fee following Directors and their related entities hold Offer the following Shares. Legal fees 11,000

Name of No. of Beneficially Investigating Accountants 17,000 Director Shares Held Held (Y/N) Independent Geologist 53,000 Garry Lowder 500,000 N Replacement Prospectus preparation 13,000 Andrew Skinner 6,750,0000 N Replacement Prospectus printing 11,000 Tadao Tsubata 20,080,000 N (see Section 10.8) Marketing 11,000

Allen Jay 100,000 Y ASIC fees 2,000

The shares held by Directors may be subject Share Registry 9,000 to ASX imposed escrow for up to 24 months on ASX listing fees 80,000 listing. Total 207,000 Options At the date of this Replacement Prospectus, 10.12 Liability of other persons named Andrew Skinner, a Director of Dome, through his in this Replacement Prospectus related entities, holds 3,500,000 unlisted options at an exercise price of 20 cents, expiring on 30 Other than as set out below or elsewhere in this September 2015. For the terms of these options Replacement Prospectus: see Section 10.5. a. no person named in this Replacement Prospectus as performing a function in a Management Agreements professional, advisory or other capacity Andrew Skinner as a director of Charvest Pty in connection with the preparation or Ltd derives a benefit under the Management distribution of the Replacement Prospectus, Agreement and Agreement for Services referred any promoter of Dome or broker to the Issue, to in Section 8.5 in addition to his Director’s fees. holds, or held at any time during the 2 years before lodgement of this Replacement 10.10 Rights of Directors Prospectus with ASIC, any interest in: • The right to participate in the share issue ◊ the formation or promotion of Dome; • The right to allocate shares in Dome

• The right to receive Directors fees ◊ property acquired or proposed to be acquired by Dome in connection with its formation or promotion or in connection with the Offer;

◊ the Offer, and

110 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 111 b. no amounts have been paid or agreed to the material agreements. In doing so, they have be paid, and no benefits have been given or placed reasonable reliance upon information agreed to be given, to any of those persons in provided to them by Dome and other third connection with the formation or promotion parties. They do not make any other statement of Dome or the Offer. in this Replacement Prospectus. Websters will be paid $11,000 for work performed in accordance Grant Thornton Audit Pty Limited are the auditors with the preparation of this Replacement to Dome and have issued an audit opinion in Prospectus in accordance with usual charge out relation to the year ended 30 June 2013 and the rates. period ended 30 June 2012.

KPMG Fiji are the auditors of Dome Mines Ltd 10.14 Consents (the wholly owned subsidiary of Dome) and Each of the parties referred to in this section: have issued an audit opinion for the year ended 30 June 2013. a. does not make, or purport to make any statement in this Replacement Prospectus Computershare Investor Services Pty Limited other than those referred to in this section; (CIS) has acted as Share Registrar to Dome and and performed share registry services. CIS has had no involvement in the preparation of any part of b. to the maximum extent permitted by law, this Replacement Prospectus other than being expressly disclaims and takes no responsibility named as Share Registrar to Dome. CIS has not for any part of this Replacement Prospectus authorised or caused the issue of, and expressly other than a reference to its name and a disclaims and takes no responsibility for, any part statement included in this Replacement of this Replacement Prospectus. Prospectus with the consent of that party as Websters has acted as the solicitors to Dome in specified in this section. relation to the Offer and has been involved in due diligence enquiries on legal matters. Written consents to the issue of this Replacement Prospectus have been given and at the date 10.13 Interests of Experts and Advisers of this Replacement Prospectus have not been withdrawn by the following parties: John McCarthy is named in the Replacement Prospectus as the author of an Independent • Websters has given and, before lodgement Geological Report dated 22 August 2013 and is of this Replacement Prospectus, has not the competent person providing the competent withdrawn its consent to be named as person’s statement in respect of that report. solicitors to the Offer in the form and context Dome estimates that it will pay John McCarthy in which it is named. Websters specifically approximately $53,000 for his services. disclaims liability to any person in the event of Sherani & Co is named in the Replacement any omission from, or any false or misleading Prospectus as Mining Titles Consultants and will statement included elsewhere in this be paid approximately $500 for that preparation Replacement Prospectus. While Websters has of its report. provided advice to the Directors in relation to the issue of this Replacement Prospectus Grant Thornton Corporate Finance Pty Ltd is and the conduct of due diligence enquiries named as Investigating Accountants to Dome, by Dome and the Directors, Websters has and has received fees totalling approximately $17,000 for the provision of their Report. not authorised or caused the issue of this Replacement Prospectus. Websters Solicitors are named in the Replacement Prospectus as Solicitors to the • Grant Thornton Audit Pty Ltd has given and, Issue. They were involved in the preparation of before lodgement of this Replacement this Replacement Prospectus and they have Prospectus, has not withdrawn its written been involved in the process of reviewing this consent to be named as the Auditors of Replacement Prospectus for consistency with

110 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 111 Dome in the form and context in which it is approved deposit funds are largely unaffected named and takes no responsibility for any by any special rules and therefore may quote a part of this Replacement Prospectus. TFN by simply completing the TFN details on the application form. • Grant Thornton Corporate Finance Pty Ltd The acquisition and disposal of securities in has given and, before lodgement of this Dome will have tax consequences, which will Replacement Prospectus, has not withdrawn differ depending on the individual financial its consent to be named as the Investigating affairs of each investor, circumstances relating Accountants to the Offer. to the investor’s holding of securities and the taxation laws applicable to investors or residents • KPMG Fiji as auditors of Dome Mines Ltd of different jurisdictions. All potential investors has given and, before lodgement of this in Dome are urged to obtain independent Replacement Prospectus, has not withdrawn financial advice about the consequences of its written consent to be named as the acquiring securities from a taxation viewpoint Auditors of Dome Mines Ltd in the form and and generally. It is solely the responsibility of the context in which it is named and takes no individual applicant to inform themselves of their responsibility for any part of this Replacement taxation position resulting from participation in Prospectus. this Offer. To the maximum extent permitted by law, Dome, its officers and each of their • John McCarthy has given and has not, before respective advisors accept no liability and lodgement of this Replacement Prospectus, responsibility with respect to the taxation consequences of subscribing for Shares under withdrawn his consent to being named in this Replacement Prospectus. this Replacement Prospectus in the form and context to which he is named. The above does not purport to be an exhaustive statement of the law relating to taxation and • Sherani & Co have given and have not, is provided as a guide only. If you are in any before lodgement of this Replacement doubt, please consult your accountant, lawyer Prospectus, withdrawn their consent to being or taxation consultant. named in this Replacement Prospectus. 10.16 Litigation • Computershare Investor Services Pty Limited (Share Registry) has given and, as at the date As at the date of this Replacement Prospectus, Dome is not involved in any material legal hereof has not withdrawn its written consent proceedings and the Directors are not aware to be named as the Share Registrar of Dome of any material legal proceedings pending or in the form and context in which it is named. threatened against Dome.

10.15 Taxation 10.17 Electronic Replacement An applicant for Shares is not obliged to quote Prospectus their Tax File Number (TFN), however, in cases Pursuant to Class Order 00/044, ASIC has where no TFN is quoted Dome must deduct tax exempted compliance with certain provisions from any dividend payable, to the extent they of the Corporations Act to allow distribution of are not franked at the top personal margin rate an electronic Replacement Prospectus and plus Medicare Levy, which presently amounts to electronic application form on the basis of a 46.5% in aggregate. There are special rules for paper Replacement Prospectus lodged with the quotation or non-quotation of TFNs applying ASIC, and the publication of notices referring to different categories of investors such as to an electronic Replacement Prospectus non-residents of Australia, tax exempt bodies, or electronic application form, subject to joint holders and other special categories. compliance with certain conditions. Applications by individuals, companies, partnerships, trusts, superannuation funds and

112 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 113 If you have received this Replacement For the purposes of Section 731 of the Prospectus as an electronic Replacement Corporations Act, the Directors of Dome Prospectus, please ensure that you have state that they have made all enquiries that received the entire Replacement Prospectus were reasonable in the circumstances and accompanied by the relevant Application Form. have reasonable grounds to believe that If you have not, please contact Dome using any statements by them in this Replacement the contact details set out in this Replacement Prospectus are true and not misleading or Prospectus and Dome will send you, for free, deceptive, and that with respect to any either a hard copy or a further electronic other statements made in this Replacement copy of the Replacement Prospectus or both. Prospectus by persons other than the Directors, Alternatively, you may obtain a copy of the the Directors have made reasonable enquiries Replacement Prospectus from Dome’s website and have reasonable grounds to believe that at www.domegoldmines.com.au. persons making the statement or statements were competent to make such statements, Dome reserves the right not to accept an and that those persons have given the consent Application Form from a person if it has reason required by Section 716(2) of the Corporations to believe that when that person was given Act and have not withdrawn that consent access to the electronic Application Form, it before lodgement of this Replacement was not provided together with the electronic Prospectus with ASIC. Each Director of Dome Replacement Prospectus and any relevant consents to the lodgement of this Replacement supplementary or Replacement Prospectus or Prospectus with ASIC, and has not withdrawn any of those documents were incomplete or that consent. altered. This Replacement Prospectus is prepared on the 10.18 Inspection of documents basis that:

Copies of following documents may be • certain matters may be reasonably expected inspected free of charge at the registered to be known to professional advisors of the office of Dome as described in the Corporate kind with whom Applicants may reasonably Directory of this Replacement Prospectus during be expected to consult; and normal business hours: • information is known to Applicants or their • the Material Contracts in Section 8; and professional advisors by virtue of any Acts or • the Consents referred to in Section 10. laws of any State of Territory of Australia or the Commonwealth of Australia. 10.19 Consent to Lodgement This Replacement Prospectus is dated Each of the Directors of Dome has consented to 6 September 2013 the lodgement of this Replacement Prospectus with the ASIC.

Tadao Tsubata Garry Lowder Andrew Skinner Director Allen Jay Chairman of Directors Director Director

112 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 113 GLOSSARY

SECTION ELEVEN

Where the following terms are used in this “Ash tuff” is a consolidated rock derived from Replacement Prospectus they have the fine airborne volcanic particles. following meanings: “ASIC” means the Australian Securities & “AAS” is an abbreviation of “Atomic Absorption Investments Commission. Spectroscopy”, a technique for testing the amount of an element in a sample. “Assay” means any physical or chemical method used to measure the absolute content “Acid volcanic” is a volcanic rock with high of an element in a rock sample. content of quartz. “ASX” means Australian Securities Exchange “Adularia” is an alkali feldspar of low Limited (ABN 98 008 624 691). temperature origin. “ASX Listing Rules” means the listing rules of the “Aeromagnetic” is a magnetic survey by aircraft. ASX as amended from time to time.

“Airborne magnetic survey” means a “AUD”, “Dollars”, “$” or “$A” means dollars in Measurement of the magnetic intensity of rocks Australian currency. using an airborne mounted instrument. “Auriferous” means gold bearing. “Alluvium” means water lain sediment. “AusIMM” is the Australasian Institute of Mining “Alteration” is a change in mineral composition and Metallurgy. of a rock, usually from the action of weathering or hydrothermal solutions. “Basalt” is a fine grained dark basic igneous rock. “Alunite” is hydrothermally altered feldspar; an alteration mineral. “Basement” is the igneous and metamorphic crust of the earth, often underlying sedimentary “Andesite” is a fine grained igneous rock with rocks. intermediate silica content. “Base metal” is a term generally used for “Anomaly” means unusual soil or rock aluminium, copper, lead, nickel and zinc or a assay values or geophysical measurements combination of these metals. considered by geoscientists to be distinctly different from normal or background values. “Basic” is a term describing an igneous rock with a low silica content. “Application” means an application for Shares pursuant to the Offer on an Application Form. “BLEG” is an abbreviation of bulk leach extractable gold; gold that can be extracted by “Application Form” means the application form cyanide. accompanying this Replacement Prospectus. “Board” means the Board of Directors as “Argillic” is a hydrothermal clay alteration constructed from time to time. mineral suite; smectite-dickite-quartz-pyrite. “Breccia” means rock fragments in a finer “Arsenopyrite” is a sulphide of arsenic and iron grained matrix. (FeAsS).

114 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 115 “Business Day” means a day which is not “Director” means a director of Dome at the date Saturday, Sunday or a Public holiday in NSW of this Replacement Prospectus. Australia. “Dome” means Dome Gold Mines Limited ACN “Calc silicate” is a rock or mineral in which 151 996 566 calcium and silica are dominant. “Dyke” is a tabular igneous intrusion which cuts “Caldera” is generally a circular volcanic through a body of rock. depression. “Electromagnetic Survey” or “EM” means a “Chalcopyrite” is a copper and iron sulphide geophysical method that measures magnetic

(CuFeS2) – an ore mineral of copper. fields from artificially introduced currents.

“Chemical element abbreviations” are as “Electrum” is a naturally occurring gold-silver follows; “As” - arsenic; “Au” - gold; “Ag” – silver; alloy. “Ba”, barium; “Cu” - copper; “F” - fluorine;“Hg” - mercury; “Mo” - Molybdenum; “Pd” - palladium; “Epiclastic” is a mechanically deposited “Pb” - lead; “Rb” - rubidium; “Sb” - antimony; sedimentary rock formed of fragments of other “Te” - tellurium. rocks, e.g. sandstone.

“Chlorite” is a green platy iron-magnesium rich “Epithermal” means low temperature silicate mineral. hydrothermal processes.

“Closing Date” means 10 October 2013 (subject “Fault” is a fracture in a rock mass, with to the rights of the Directors to change this date movement of one side past the other. without notice). “Feldspar” is an abundant rock forming mineral, “Company” means Dome Gold Mines Limited principally aluminium silicate. ACN 151 996 566 “Ferruginous” means iron rich. “Corporations Act” means the Corporations Act, 2001. “Gangue” is a waste rock or mineral associated with ores. “Country Rock” is the rock surrounding mineralisation, which in itself is of no economic “Geochemistry” means the study of the value. distribution and amounts of chemical elements in rocks and soils. “Cretaceous” is the final period of the Mesozoic, 135 - 65 million years ago. “Geophysical survey” describes any prospecting technique which measures the physical “Crystal tuff” is a tuffaceous rock with crystals properties of rocks (e.g. conductivity, magnetism visible, commonly of feldspar. and gravity) and contrasts the properties of different rock types, thus defining geophysical “Dacite” is a volcanic rock intermediate anomalies. between andesite and rhyolite. “Geophysics” is the study of the earth by “Diamond drill hole” or “DDH” means a hole quantitative physical methods. made by rotary drill using diamond-edged bits that produces a solid continuous core sample of “Gossan” means the leached and oxidised near intersected rocks. surface expression of a sulphide mineral deposit, containing hydrated iron oxides. “Diorite” is a plutonic rock intermediate in composition between acid and basic. “Grade” means the relative Quantity or percentage of mineral or metal content.

114 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 115 “Granite” is a coarse grained acid igneous rock “Listing Rules” means the official listing rules of containing quartz and feldspar. ASX.

“Granodiorite” is a similar rock to granite, but “Magnetic low” is an area of magnetic readings with less silica. that are lower compared to nearby areas.

“Gravity anomaly” means a region of the earth’s “Magnetic survey” means the systematic gravity field that may be higher or lower than collection of readings of the earth’s magnetic the surrounding readings. field at a series of different locations in order to define the distribution and variations of values “Hydrothermal” means circulation of hot water which may be indicative of different rock types, through rocks associated with leaching and formations, ores, etc. deposition of minerals including precious and base metals. “Magnetite” is a magnetic oxide of iron with the

chemical composition Fe3O4. “Igneous” is rock formed from a molten state. “Massive sulphide” is a body of rock with >40% “Indicated Resource” (see Mineral Resource) sulphides that may or may not be ore.

“Inferred Resource” (see Mineral Resource) “Measured Resource” (see Mineral Resource)

“In-situ” means in place. “Mesothermal” means deep hydrothermal mineralisation formed at temperatures between “Intrusive” is a body of hot igneous rock which 200°C to 300°C. invades the overlying rock strata. “Mesozoic” is an era of geological time from “Investor” means a person, company or other 225-65 million years. applicant for Shares under this Replacement Prospectus and “Investors” has a like meaning. “Meta-” refers to alteration by heat and/or pressure. “IP” (induced polarization) is an electrical geophysical exploration technique used in the “Metallurgical” means concerned with the search for disseminated sulphide deposits. production of raw metals from ores.

“IPO” means Initial Public Offering. “Metamorphic” means alteration of rocks by heat and/or pressure. “JORC” means The Australasian Joint Ore Reserves Committee who is responsible for the “Micro-” means small. publication of the Code for Reporting of Mineral Resources and Ore Reserves. “Mineral Resource” is a concentration or occurrence of material of intrinsic economic “Kaolinised” means a rock or rock forming interest in or on the Earth’s crust in such form, minerals altered to clay. quality and quantity that there are reasonable prospects for eventual economic extraction. “Kuroko deposit” is a type of volcanogenic The location, quantity, grade, geological massive base metal sulphide deposit first found characteristics and continuity of a Mineral in Japan. Resource are known, estimated or interpreted from specific geological evidence and “Lapilli” is a pyroclastic material in the size range knowledge. Mineral Resources are sub-divided, of 2-64 mm. in order of increasing geological confidence, into “Inferred, Indicated and Measured” “Limonite” is an hydrous iron oxide mineral. categories (JORC 2004). “Linear” is a topographical or geophysical feature of regional extent thought to reflect crustal structure.

116 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 117 “Mineralisation” means the process by which magnesium, manganese, scandium, titanium, minerals are introduced into a rock. More vanadium and even iron+2). generally a term applied to accumulations

of economic or related minerals in quantities “Quartz” means crystalline silica (SiO2). ranging from anomalous to economically recoverable. “RAB” means Rotary air blast drilling.

“Minimum Subscription” means the minimum “Radiometric” is measurement of uranium, number of Shares to be subscribed for under this thorium and potassium radiation. Offer. “RC drilling” is reverse circulation drilling is a “Miocene” is an early Tertiary epoch. percussion drilling method with less wall rock contamination than open hole drilling. “Offer” means the offer of Shares by Dome pursuant to the terms of this Replacement “Reserves” means a well-defined estimate of Prospectus. tonnes and grade of ore, which is believed to be economic following a detailed study of all “Official List” means the Official List of the relevant economic and technical information. Australian Securities Exchange. “Rhyolite” is a light coloured extrusive volcanic “Option” means an option exercisable at a rock. certain price and date to purchase a fully paid ordinary share in the capital of Dome. “Rock chip sampling” means obtaining samples, generally for assay, by breaking chips off a rock “Petrology” is the study and examination of exposure. rocks by microscope. “SCH” is an abbreviation of Securities Clearing “pH” is the negative log of the hydrogen ion House. activity in solution. It determines acidity. “Sericitisation” is the presence of fine potassium “Pleistocene” is an epoch of the Quaternary mica through hydrothermal alteration. period 3 million years to 8000 years ago. “Share” or “Shares” means an ordinary share or “Porphyritic” means large rock forming crystals shares in the capital of Dome. set in a fine groundmass. “Shareholder” or “Shareholders” means a holder “ppb” means parts per billion. or holders of Shares.

“ppm” means parts per million. “Share Registry” means the register of members of Dome. “Prospect” means an area in which potential for economic mineralisation is suggested “Shoshonite” is a potassium rich basaltic rock. from analysis of geological, geochemical or geophysical data. “SLAR” is an abbreviation of “side looking airborne radar”.

“Pyritic” means containing pyrite (FeS2). “Sonic Drill” is a rotary vibratory drill where high “Pyroxene or clinopyroxene” means a group of frequency vibration allows the drill to penetrate important rock-forming minerals found in many strata without injection of drilling fluids, thus igneous and metamorphic rocks. Pyroxenes recovering a virtually undisturbed sample.

have the general formula XY(Si,Al)2O6 (where X represents calcium, sodium, iron+2 and “Special Prospecting Licence” or “SPL” is a magnesium and more rarely zinc, manganese mineral exploration title granted over a land and lithium and Y represents ions of smaller area in Fiji that permits the holder exclusive right size, such as chromium, aluminium, iron+3,

116 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 117 to explore for minerals for renewable periods “t” is an abbreviation for short ton – 2,000 ranging from 1 to 3 years. pounds.

“Specific Gravity” or “s.g.” is the ratio of the “T” is an abbreviation for metric tonne – 1000 mass of a volume of substance to the mass of kilograms. an equal volume of water. “Tenement” is title to ground granted for “Stock” in geological usage means an igneous exploration or mining purposes. intrusion <100 sq km in area. “Tertiary” is the period from 65 to 2 million years. “Stockwork” is a three dimensional network of irregular veinlets. “Tholeiitic” is a variety of basalt.

“Stream sediment” is a sample taken for “Tuffaceous” is a rock rich in tuff. geochemical analysis of stream silt, sand and/or gravel. “Vein” means the narrow infill of a brittle rock structure (e.g. fault or joint) most commonly “Strike” means the direction or trend taken by quartz with or without minor calcite, sulphides a structural surface e.g. a bedding plane, as it and/or occasionally native metals. intersects the horizontal. “VHMS” is an abbreviation for “volcanic hosted “Subvolcanic” is a volcanic stock or intrusive massive sulphide”, a type of mineral deposit. that didn’t reach the surface. “VMS” means volcanogenic massive sulphides. “Sulphide” means any mineral comprising only metals and sulphur (e.g. pyrite FeS). “Volcanic” means related to volcanoes or volcanism.

118 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 119 APPLICATION FORM ANNEXED TO REPLACEMENT PROSPECTUS 6 SEPTEMBER 2013

This Application Form is important. If you are in doubt as to how to deal with it, please contact your stockbroker or professional adviser without delay. You should read the entire Replacement Prospectus for Dome Gold Mines Limited dated 6 September 2013 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 Replacement Prospectus.

A I/we apply for B I/we lodge full Application Money

A$

Number of Dome Gold Mines Limited Shares (Shares) in Dome Gold Mines Limited at $0.20 per Share or such lesser number of Ordinary 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 *M000001456Q02* *M000001456Q02*

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

G Payment details – Please note that funds are unable to be directly debited from your bank account

Drawer Cheque Number BSB Number Account Number Amount of cheque

A$

Make your cheque or bank draft payable to Dome Gold Mines Limited and crossed “Not Negotiable” By submitting this Application Form, I/we declare that this application is completed and lodged according to the Replacement 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.

118 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 119 HOW TO COMPLETE THIS FORM

Shares Applied for A Enter the number of Shares you wish to apply for.

Application Monies B Enter the amount of Application Monies. To calculate the amount, multiply the number of Ordinary Shares by the price per Ordinary Share.

Applicant Name(s) C Enter the full name you wish to appear on the statement of share holding. This must be either your own name or the name of a company. Up to 3 joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applications using the wrong form of names may be rejected. Clearing House Electronic Subregister System (CHESS) participants should complete their name identically to that presently registered in the CHESS system.

Postal Address D Enter your postal address for all correspondence. All communications to you from the Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered. Contact Details E Enter your contact details. These are not compulsory but will assist us if we need to contact you.

CHESS F Dome Gold Mines Limited (the Company) will apply to the ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Securities Exchange Limited. In CHESS, the company will operate an electronic CHESS Subregister of security holdings and an electronic Issuer Sponsored Subregister of security holdings. Together the two Subregisters will make up the Company’s principal register of securities. The Company will not be issuing certificates to applicants in respect of Ordinary Shares allotted. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold Ordinary Shares allotted to you under this Application on the CHESS Subregister, enter your CHESS HIN. Otherwise, leave this section blank and on allotment, you will be sponsored by the Company and allocated a Securityholder Reference Number (SRN). Payment G Make your cheque or bank draft payable to Dome Gold Mines Limited in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian Bank. Complete the cheque details in the boxes provided. The total amount must agree with the amount shown in box B. Please note that funds are unable to be directly debited from your bank account. Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Application Form where indicated. Cash will not be accepted. Receipt for payment will not be forwarded.

Before completing the Application Form the applicant(s) should issuers (“the issuer”), for the purpose of maintaining registers read this Replacement Prospectus to which this application relates. of securityholders, facilitating distribution payments and other By lodging the Application Form, the applicant agrees that this corporate actions and communications. Your personal information application for Ordinary Shares in the Company is upon and may be disclosed to our related bodies corporate, to external subject to the terms of the Replacement Prospectus and the service companies such as print or mail service providers, or as Constitution of the Company, agrees to take any number of otherwise required or permitted by law. If you would like details of Ordinary Shares that may be allotted to the Applicant(s) pursuant your personal information held by CIS, or you would like to correct to the Replacement Prospectus and declares that all details and information that is inaccurate, incorrect or out of date, please statements made are complete and accurate. It is not necessary contact CIS. In accordance with the Corporations Act 2001, you to sign the Application Form. may be sent material (including marketing material) approved by Lodgement of Application the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. Application Forms must be received by Computershare Investor You can contact CIS using the details provided on the front of this Services Pty Limited Melbourne by no later than 5pm (Sydney time) form or e-mail [email protected] on 10 October 2013 unless varied by the Company. If you have any enquiries concerning your application, You should allow sufficient time for this to occur. Return the please contact Computershare Investor Services Pty Limited on Application Form with cheque(s) attached to: 1300 850 505 or +61 3 9415 4000. Computershare Investor Services Pty Limited Correct forms of registrable title(s) GPO Box 52 MELBOURNE VIC 3001 Note that ONLY legal entities are allowed to hold Ordinary Shares. Applications must be made in the name(s) of natural Neither CIS nor the Company accepts any responsibility if you lodge persons, companies or other legal entities in accordance with the the Application Form at any other address or by any other means. Corporations Act. At least one full given name and the surname Privacy Statement is required for each natural person. The name of the beneficial Personal information is collected on this form by Computershare owner or any other registrable name may be included by way of Investor Services Pty Limited (“CIS”), as registrar for securities 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 P/L ABC Pty Ltd • Use company title, not abbreviations ABC Co Trusts Ms Penny Smith • Use trustee(s) personal name(s) Penny Smith Family Trust • Do not use the name of the trust Deceased Estates Mr Michael Smith • Use executor(s) personal name(s) Estate of Late John Smith • Do not use the name of the 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 Mrs Janet Smith • Use office bearer(s) personal name(s) ABC Tennis Association • Do not use the name of the club etc Superannuation Funds John Smith Pty Ltd John Smith Pty Ltd • Use the name of trustee of the fund Superannuation Fund • Do not use the name of the fund

120 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 121 CORPORATE DIRECTORY

Board of Directors: Investigating Accountants:

Dr Garry Lowder (Chairman) Grant Thornton Corporate Finance Pty Limited Mr Andrew Skinner (Executive Director) Level 17, 383 Kent Street Mr Tadao Tsubata (Non-Executive Director) Sydney NSW 2000 Mr Allen Jay (Non-Executive Director)

Australian Auditors: Company Secretary: Grant Thornton Audit Pty Limited Mr Marcelo Mora Level 17, 383 Kent Street Sydney NSW 2000

Registered and Principal Office: Fijian Auditors Level 7, 71 Macquarie Street Sydney NSW 2000 KPMG t. +612 8203 5620 Level 10, Suva Central f. +612 9241 2013 Renwick Road e. [email protected] Suva, Fiji w. www.domegoldmines.com.au

Share Registry:

Computershare Investor Services Pty Limited Independent Consulting Geologist: 117 Victoria Street Mr John V McCarthy West End Qld 4101

Australian Legal Advisors: ASX CODE: DME

Websters Level 11, 37 Bligh Street Sydney NSW 2000

120 Dome Gold Mines Ltd Replacement Prospectus Dome Gold Mines Ltd Replacement Prospectus 121 Dome Gold Mines Ltd ABN 49 151 996 566 Level 7, 71 Macquarie Street Sydney NSW 2000 Australia GPO Box 1759 Sydney 2001 Australia T +61 2 8203 5620 F +61 2 9241 2013 E [email protected] W www.domegoldmines.com.au