For Personal Use Only Use Personal for This Is an Important Document That Should Be Read in Its Entirety

APOLLO CONSOLIDATED LIMITED ACN 102 084 917 PROSPECTUS This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for re-listing following a change to the nature and scale of the Company’s activities. SPONSORING BROKER IMPORTANT INFORMATION For personal use only This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered highly speculative. CONTENTS 1. CORPORATE DIRECTORY .............................................................................................. 2 2. IMPORTANT NOTICE ..................................................................................................... 3 3. KEY INFORMATION ....................................................................................................... 4 4. DETAILS OF THE OFFER ................................................................................................ 29 5. DIRECTORS AND CORPORATE GOVERNANCE .......................................................... 32 6. INDEPENDENT GEOLOGISTS REPORTS ........................................................................ 41 7. INVESTIGATING ACCOUNTANT’S REPORT ............................................................... 108 8. SOLICITORS’ REPORTS ON TENEMENTS .................................................................... 134 9. ADDITIONAL INFORMATION .................................................................................... 165 10. DIRECTORS’ AUTHORISATION .................................................................................. 171 11. GLOSSARY ................................................................................................................ 172 SCHEDULE 1 – TERMS AND CONDITIONS OF THE PERFORMANCE SHARES ........................... 174 SCHEDULE 2 – TERMS AND CONDITIONS OF CONSULTANT OPTIONS ................................... 176 SCHEDULE 3 – TERMS AND CONDITIONS OF RELATED PARTY OPTIONS ................................ 178 APPENDIX 1 - ASPIRE ACCEPTANCE AND TRANSFER FORM ................................................. 180 APPLICATION FORMS Note - Exposure Period This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. You should be aware that this examination may result in the identification of deficiencies in this Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with For personal use only Section 724 of the Corporations Act. Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on applications lodged prior to the expiry of the Exposure Period. 1 1. CORPORATE DIRECTORY Directors Registered Office Roger Steinepreis Level 4, The Read Buildings Chairman 16 Milligan Street PERTH WA 6000 Nick Castleden Executive Director Website: www.apolloconsolidated.com.au George Ventouras Director Stephen West Share Registry* Proposed Non-executive Director Computershare Investor Services Pty Robert Gherghetta Limited Proposed Non-executive Director Level 2, Reserve Bank Building 45 St Georges Terrace Company Secretary PERTH WA 6000 Mr Alex Neuling Telephone: 1300 787 272 (within Australia) Facsimile: +61 8 9323 2033 (Perth, Australia office) ASX Code Independent Geologists AOP Australia Solicitors Boonjarding Resources Ltd Tiara Labuan Steinepreis Paganin Jalal Tanjung Batu Level 4, The Read Buildings 87000 F.T. Labuan 16 Milligan Street Malaysia PERTH WA 6000 Ivorian solicitors to the Company Ivory Coast Cabinet Jean-François Chauveau SEMS Exploration Avocats à la Cour Imm. Danny Centre Au Barreau de Cote d’Ivoire Rue des Jardins, Deux Mateaux Abidjan, Ivory Coast Investigating Accountant BDO Corporate Finance (WA) Pty Ltd 38 Station St SUBIACO WA 6008 For personal use only * This entity is included for information purposes only. They have not been involved in the preparation of this Prospectus. 2 2. IMPORTANT NOTICE This Prospectus is dated 23 January 2012, and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative. 2.1 Web Site – Electronic Prospectus A copy of this Prospectus can be downloaded from the website of the Company at www.apolloconsolidated.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. You may obtain a hard copy of this Prospectus free of charge by contacting the Company. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. 2.2 Website No document or information included on our website is incorporated by reference into this Prospectus. 2.3 Competent Persons Statement The information in this Prospectus that relates to Exploration Results, Minerals Resources or Ore Reserves, as those terms are defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves", is based on information compiled by Mr. Nick Castleden (in respect of Aspire Minerals Pty Ltd and the Rebecca Project), who is a director of the Company and a Member of the Australian Institute of Geoscientists. Mr. Nick Castleden has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as Competent Persons as defined in the 2004 Edition For personal use only of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserve". Mr. Nick Castleden consents to the inclusion in this Prospectus of the relevant matters attributed to him based on this information in the form and context in which it appears. 3 3. KEY INFORMATION 3.1 General As announced to ASX on 6 September 2011, final terms have been agreed between Apollo Consolidated Limited (ASX: AOP) ( Apollo or the Company ), Aspire Minerals Pty Ltd ( Aspire ) and the major shareholders of Aspire, for the Company to acquire 100% of the issued share capital of Aspire ( Transaction ). The final agreement has been reached in response to a delayed timeline in the initial grant of an exploration permit at the lead Seguela Project. On 19 July 2010, the Company announced it had entered into a terms sheet with Aspire to make offers of options to acquire an interest in the Aspire Projects (defined below) and entered into option agreements to acquire the Aspire Shares held by the Major Shareholders (AOP ASX announcement “Option to Acquire Exceptional West African Gold Acreage” dated 19 July 2010). A pre-condition to these options was the initial grant of an exploration permit at the lead Seguela project. As a result of a delay in the grant of this permit, these options were extended, and the parties have now reached a final agreement reflected in the Aspire Agreement. As part of the Aspire Agreement, the parties agreed that the previous terms sheet entered into between the parties on or about 16 July 2010 (and announced to ASX on 19 July 2010) is superseded. Apollo is confident that the exploration permits will be granted over time and is encouraged by statements from the Energy and Mines Minister of Cote d’Ivoire supportive of increased gold production and the timely grant of permits. Aspire (through Apollo) and its local partners will continue to engage with the Ministry in the coming months. 3.2 Effect of the Transaction The effect of the Transaction is that the nature of the activities of the Company will change, and it proposes to focus on exploration of its Ivorian projects and on the advanced Rebecca Project following completion. At the Rebecca Project, the Company intends to carry out RC drilling to follow-up open mineralised positions. Further, the Company is seeking to acquire exploration assets in Burkina Faso, Africa, which neighbours Cote d’Ivoire, however, at this stage, the Company has only progressed discussions with a third party and has not concluded any acquisition. The purchase of Aspire is

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