ARUMA

Aruma Resources Limited ABN 77 141 335 364

www.arumaresources.com

PROSPECTUS

For the Offer of 25,000,000 Shares at an issue price of 20 cents each to raise $5,000,000 with the capacity to accept Oversubscriptions for up to 10,000,000 Shares to raise up to a further $2,000,000.

Proposed ASX Code: AAJ

Lead Manager Patersons Securities Limited

AFSL 239052 For personal use only use personal For

This Prospectus provides important information to assist investors in deciding whether or not to invest in the Company and should be read in its entirety, together with the Application Form attached to this Prospectus. If, after reading this Prospectus, you have any questions about the Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser. An investment in the Shares offered under this Prospectus should be considered highly speculative. CORPORATE DIRECTORY

DIRECTORS Mr Paul Boyatzis (Non-Executive Chairman) Mr Peter Schwann (Managing Director) Mr Danny Costick (Non-Executive Director)

COMPANY SECRETARY Mr Phillip MacLeod

PRINCIPAL PLACE OF BUSINESS 24 Colin Street West Perth WA 6005 Tel: +61 8 9481 2425 Fax: +61 8 9481 1756

CONTENTS WEBSITE www.arumaresources.com KEY POINTS 2 LETTER FROM THE BOARD 3 SOLICITORS TO THE OFFER Fairweather & Lemonis 1. INVESTMENT OVERVIEW 4 Ground Floor 2. DETAILS OF THE OFFER 6 1 Havelock Street West Perth WA 6005 3. COMPANY AND PROJECT OVERVIEW 10 4. DIRECTORS AND CORPORATE GOVERNANCE 16 INDEPENDENT GEOLOGIST Hellman & Schofield Pty Ltd 5. RISK FACTORS 20 Suite 6, 3 Trelawney Street 6. INDEPENDENT GEOLOGIST’S REPORT 24 Eastwood NSW 2122

7. INVESTIGATING ACCOUNTANT’S REPORT 72 INVESTIGATING ACCOUNTANT 8. SOLICITOR’S REPORT ON TENEMENTS 80 Ord Nexia Pty Ltd Level 1, 47-49 Striling Highway 9. MATERIAL CONTRACTS 92 Nedlands WA 6009 10. ADDITIONAL INFORMATION 93 SHARE REGISTRY 11. DIRECTORS’ RESPONSIBILITY AND CONSENT 99 Advanced Share Registry Services 12. GLOSSARY 100 Unit 2, 150 Stirling Highway Nedlands WA 6009 PRIORITY OFFER APPLICATION FORM 101 Tel: +61 8 9389 8033 PUBLIC OFFER APPLICATION FORM 103 LEAD MANAGER TO THE OFFER Paterson Securities Limited Level 23, 2 The Esplanade Perth WA 6000 AFSL Number 239052

Tel: +61 8 9263 1111 For personal use only use personal For Fax: +61 8 9325 6452

ARUMA RESOURCES LIMITED IMPORTANT NOTICE

This Prospectus is dated 27 April 2010 and was lodged EXPOSURE PERIOD with ASIC on that date. Neither ASIC, ASX nor any of their In accordance with Chapter 6D of the Corporations Act, this respective officers takes any responsibility for the contents of Prospectus is subject to an exposure period of seven days this Prospectus or the merits of the investment to which this from the date of lodgement with ASIC. This period may be Prospectus relates. extended by ASIC for a further period of up to seven days. The purpose of this exposure period is to enable this Prospectus No securities will be allotted or issued on the basis of this to be examined by market participants prior to the raising Prospectus later than 13 months after the date of this of funds. If this Prospectus is found to be deficient, any Prospectus. Application Forms received during the exposure period will be Application will be made to ASX within seven days after the dealt with in accordance with section 724 of the Corporations date of this Prospectus for the quotation of the Shares the Act. Application Forms received prior to the expiration of the subject of this Prospectus. exposure period will not be processed until after the exposure The distribution of this Prospectus in jurisdictions outside period. No preference will be conferred on Application Forms Australia may be restricted by law and persons who come received during the exposure period and all Application Forms into possession of this Prospectus should seek advice on and received during the exposure period will be treated as if they observe any of these restrictions. Failure to comply with these were simultaneously received on the Opening Date. restrictions may violate securities laws. Applicants who are MINERALISATION ESTIMATES resident in countries other than Australia should consult their The information contained in the Independent Geologist’s professional advisers as to whether any governmental or other Report Section 6 was compiled by Hellman & Schofield Pty consents are required or whether any other formalities need to Ltd. Otherwise information in this Prospectus that relates to be considered and followed. exploration results has been compiled by the Company and This Prospectus does not constitute an offer in any place in is based on information provided by Mr Peter Schwann, the which, or to any person to whom, it should not be lawful to Managing Director of the Company, who is a Fellow of the make such an offer. Australasian Institute of Mining and Metallurgy (AusIMM). All information of this type is expressed in terms of the JORC It is important that investors read this Prospectus in its entirety Code. Mr Peter Schwann has sufficient experience which is and seek professional advice where necessary. An investment relevant to the style of mineralisation and type of deposit under in the securities the subject of this Prospectus should be consideration and to the activity he is undertaking to qualify as considered highly speculative. a competent person as defined in the JORC Code. WEBSITE – ELECTRONIC PROSPECTUS DEFINITIONS AND GLOSSARY A copy of this Prospectus is available and can be downloaded Certain terms and abbreviations used in this Prospectus have from the website of the Company at www.arumaresources.com. defined meanings which appear in the Glossary. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must The assets depicted in photographs in this Prospectus are not be an Australian resident and must only access the Prospectus assets of the Company unless otherwise stated. from within Australia. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a

hard copy of this Prospectus free of charge by contacting the For personal use only use personal For Company.

ARUMA RESOURCES LIMITED 1 KEY POINTS

The Company Through its 100%-owned Glandore, Kurnalpi South, Laverton East and Jundee South Projects, Aruma Resources will control a consolidated regional tenement package of approximately 374km2 in the prospective region to the east of Kalgoorlie-Boulder, east of Laverton and to the east of Wiluna. The Company is focused on discovering high-grade, high-margin resources. The flagship Glandore Project in the Eastern Goldfields is prospective for several styles of gold mineralisation and contains a number of small historic high-grade mines. More generally, the project lies within a region hosting a number of historic mines that produced substantial amounts of gold from high-grade ore. Previous exploration has identified a number of advanced exploration areas.

Exploration programs Exploration programs at Glandore will commence as soon as practicable after this capital raising has been completed.

Board and management The Company has a skilled and experienced Board in exploration, project evaluation and development, mining and public company corporate skills.

Other opportunities The Company may seek to pursue other complementary resource opportunities that the Directors consider have the potential to add value for Shareholders.

Key risks The key risks of an investment in the Company include exploration and development risk, resource and reserve estimation risk, commodity price volatility risk and licence application and licence conversion risk associated with the risk that a number of the licences are in application or are subject to a conversion application and the grant of such an application cannot be guaranteed. Risks associated with an investment in the Company are outlined in Section 5 of this Prospectus. You should consider these risks before applying for Shares and, where necessary, seek independent professional advice. This information is a selective overview only and should be read in conjunction with the more detailed information appearing elsewhere in this Prospectus. Investors should read this Prospectus in its entirety and not rely solely on this overview.

Indicative Timetable Priority Offer Opening Date 5 May 2010 Public Offer Opening Date 5 May 2010 Estimated Priority Offer Closing Date 26 May 2010 Estimated Public Offer Closing Date 2 June 2010 Expected Despatch of Holding Statements 7 June 2010 Expected Date for Quotation of Shares on ASX 14 June 2010

The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Dates and the Offer or close the Offer early without notice. Applicants are encouraged to apply as soon as possible after the relevant

Offer opens. For personal use only use personal For

2 ARUMA RESOURCES LIMITED LETTER FROM THE BOARD

Dear Investor On behalf of Aruma Resources Limited, the Board is pleased to invite you to become a Shareholder in the Company. The Company’s objective is to explore its tenements which are strategically located in the major gold-producing areas of the Eastern Goldfields. Exploration will target gold with the capacity to identify other commodities. The Board believes the Company has acquired projects with resource potential, however all investors should keep in mind the speculative nature of mineral exploration. The projects have been sourced from Hemisphere Resources Limited to allow that entity to focus on its iron, nickel and uranium projects, especially the iron projects in the Pilbara. Aruma Resources will have a management and infrastructure sharing arrangement with Hemisphere that will minimise costs and maximise field time. The flagship Glandore Gold Project, which is some 40km east of Kalgoorlie-Boulder, has undergone significant exploration by major companies as well as Hemisphere in the last three years. The project has a database which has responded to three-dimensional modelling and this will be further refined as exploration continues. Glandore will be the major focus of Aruma Resources to identify resources. The significance of our total ground holding is explained further in detail in the Company and Project Overview (Section 3) and the Independent Geologist’s Report (Section 6) which you are invited to read in this Prospectus. The Board brings together technical and corporate experience in the fields of exploration and mining and the equities markets. Our Managing Director, Mr Peter Schwann, is a geologist with more than 30 years’ experience and has been involved in project generation, evaluation, exploitation and management of gold and other commodities. Our Non Executive Director, Mr Danny Costick, has more than 25 years’ experience in the mining industry including exploration for and production of gold. Our Chairman, Mr Paul Boyatzis, has more than 25 years’ experience in the investment and equity markets. We will be actively reviewing and assessing other projects as they may be presented to, or sourced by, our Board. The Company is seeking to raise $5,000,000 at Full Subscription with the capacity to accept a further $2,000,000 by way of Oversubscriptions. Details of Aruma Resources tenement interests, its proposed activities and the investment risks are contained in this Prospectus. Please study this document carefully and seek professional advice if necessary to make an informed decision. Of behalf of Aruma Resources the Board commend this Offer to you and look forward to welcoming you as a Shareholder in the Company.

The Board

Aruma Resources Limited For personal use only use personal For

ARUMA RESOURCES LIMITED 3 1 INVESTMENT OVERVIEW

1.1 Important Notice This section is not intended to provide full information for investors intending to apply for Shares offered under this Prospectus. This Prospectus should be read and considered in its entirety.

1.2 Key Offer Statistics Full Subscription Full Subscription with all Oversubscriptions ($5,000,000) ($7,000,000) Offer price per Share 20 cents 20 cents Shares held by Hemisphere Resources Limited 40,000,000 40,000,000 (an existing Shareholder and vendor) Shares to be held by Plasia Pty Ltd (a vendor) 125,000 125,000 Shares offered under Prospectus 25,000,000 35,000,000 Total Shares at listing on ASX 65,125,000 75,125,000 Market capitalisation upon Shares at listing based on Offer price $13,025,000 $15,025,000

1.2 Indicative Timetable Prospectus lodged with ASIC 27 April 2010 Priority Offer Opening Date 5 May 2010 Public Offer Opening Date 5 May 2010 Estimated Priority Offer Closing Date 26 May 2010 Estimated Public Offer Closing Date 2 June 2010 Completion under tenement acquistion agreements with Plasia Pty Ltd 4 June 2010 Expected despatch of Holding Statements 7 June 2010 Expected date for quotation of Shares on ASX 14 June 2010

The above dates are indicative only and may change without notice. The Company reserves the right to extend the Closing Dates and the Offer or close the Offer early without notice. Applicants are encouraged to apply as soon as possible after the relevant Offer opens.

1.4 Objectives The objectives of the Offer are to: (a) fund a two year program to explore and develop the current projects of the Company; (b) provide general working capital which may be applied in undertaking a review of any complementary resource projects that the Board considers have the potential to add value for Shareholders; (c) fund corporate administration costs; (d) pay the costs of the Prospectus process including repaying a loan to Hemisphere; and (e) allow access to equity markets in order to assist in funding any future development of the Company’s projects and pursuing

other complementary resource opportunities. For personal use only use personal For

4 ARUMA RESOURCES LIMITED

1.5 Use of Funds The Company intends to use funds raised from the Offer at Full Subscription and Full Subscription with all Oversubscriptions broadly as follows:

Full Subscription Full Subscription with all Oversubscriptions Funds from this Offer1 $5,000,000 $7,000,000 Application of proceeds Two year exploration budget2 $2,943,000 $3,553,000 Two year corporate administration costs $1,124,000 $1,124,000 Costs of the Offer3 $480,000 $580,000 General working capital4 $453,000 $1,743,000 Total $5,000,000 $7,000,000 The actual expenditures may vary from the above estimates and the Board reserves the right to appropriately vary the expenditures dependent on circumstances and other opportunities. Notes: 1. The Company has nominal cash at hand at the date of this Prospectus (see the Investigating Accountant’s Report at Section 7). The operation of the Company to date (including a number of the costs of this Offer) has, and until ASX listing, will be funded by loans totalling up to $250,000 from Hemisphere. The loans are on a no-interest basis and repayment of the principal will discharge the loans in full and there will be no outstanding liability to Hemisphere. 2. The two-year exploration budget is itemised and commented upon in the Independent Geologist’s Report at Section 6. 3. The costs of the Offer include a $60,000 corporate advisory fee and a selling fee of 5% plus GST of the amount raised under the Offer. The costs of the Offer include repayment of the loan to Hemisphere. 4. It is anticipated that the funds available as general working capital may be applied towards expenses incurred in identifying and generating new mineral resource projects. Such expenses may include the cost of purchasing exploration data, commissioning expert reports and studies, acquiring exploration rights and due diligence costs of reviewing potentially suitable projects including associated travel, legal and other professional expenses. To the extent that any Oversubscriptions are received (that is an amount more than $5,000,000), those net funds will be applied firstly to further RC drilling ($390,000), then further diamond drilling ($120,000) and then further geological work ($100,000) in year 2 of the Glandore Project exploration budget. Thereafter, net funds are intended to be applied to general working capital.

1.6 Working Capital On successful completion of the Offer with at least Full Subscription, the Company will have enough working capital to carry out the objectives stated in this Prospectus.

1.7 Capital Structure Prior to ASX listing, Shares on issue at Full Subscription and Full Subscription with all Oversubscriptions will be:

Full Subscription Full Subscription with all Oversubscriptions Shares held by Hemisphere Resources Limited 40,000,000 40,000,000 (an existing Shareholder and vendor) (61.4%) (53.24%) Shares issued to Plasia Pty Ltd (a vendor) 125,000 (0.2%) 125,000 (0.17%) Shares under this Prospectus 25,000,000 (38.4%) 35,000,000 (46.59%) Total Shares 65,125,000 75,125,000 Additionally, the Company has issued 4,000,000 Options to the Directors. The Options have an exercise price of 27 cents and an expiry

date of 31 March 2012. The full terms of the Options are set out in Section 10.4. For personal use only use personal For

ARUMA RESOURCES LIMITED 5 2 DETAILS OF THE OFFER

2.1 Shares offered for subscription By this Prospectus the Company offers for subscription 25,000,000 Shares at 20 cents each to raise $5,000,000 at Full Subscription. The Company may accept Oversubscriptions for up to 10,000,000 Shares to raise up to a further $2,000,000. The maximium amount that may be raised under this Prospectus including Oversubscriptions is therefore $7,000,000. The Shares offered for subscription under this Prospectus consist of: • Priority Offer to Hemisphere Shareholders with a registered address in Australia or New Zealand; and • Public Offer. The details of how to apply for Shares are set out below.

2.2 Priority Offer to Hemisphere Shareholders The Company invites the shareholders of Hemisphere Resources Limited that have a registered address in Australia or New Zealand (Hemisphere Shareholders) to subscribe for up to 7,500,000 Shares in priority to the Public Offer on a first-come-first-served basis, subject to the Director’s discretion. Applications received during the exposure period will be treated as having been received on the day after the exposure period. Any excess priority applications will be considered part of the Public Offer. All Shares issued under the Priority Offer will rank equally with all other Shares on issue or issued under this Prospectus.

2.3 Public Offer The allocation for the Public Offer will be a minimum of 17,500,000 Shares. The balance of any Shares not applied for by Hemisphere Shareholders under the Priority Offer will be added to the allocation of Shares for the Public Offer. All Shares issued under the Public Offer will rank equally with all other Shares on issue or issued under this Prospectus.

2.4 Minimum Subscription The minimum subscription under the Offer is $5,000,000. The Company will not issue any Shares pursuant to this Prospectus until the minimum subscription is satisfied. Should the minimum subscription not be reached within four months from the date of this Prospectus, the Company will either repay the Application moneys to the Applicants or issue a supplementary prospectus or replacement prospectus and allow Applicants one month to withdraw their Applications and be repaid their Application moneys. No interest will be paid on these moneys.

2.5 Lead Manager to the Offer The Offer is not underwritten. Patersons Securities Limited is the Lead Manager to the Offer. The Company will pay the Lead Manager a $60,000 corporate advisory fee and a selling fee of 5% plus GST of the amount raised under the Offer.

2.6 Applications for Shares Applications for Shares must be made using an Application Form as follows:

Who should apply Application Form Priority Offer Hemisphere Shareholders with a registered address in Priority Application Form Australia or New Zealand Public Offer All other investors Public Offer Application Form

Payment for the Shares must be made in full at the issue price of 20 cents per Share. Applications for Shares must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 1,000 Shares ($200). All Application Forms must be completed in accordance with the detailed instructions on how they are to be completed and must be accompanied by a cheque in Australian

dollars payable to “Aruma Resources – Share Offer Account” and crossed “Not Negotiable”. No brokerage or stamp duty is payable. For personal use only use personal For

6 ARUMA RESOURCES LIMITED

All Priority Offer Application Forms and accompanying cheques must be received by the Priority Offer Closing Date. All Public Offer Application Forms and accompanying cheques must be received by the Public Offer Closing Date. Completed Application Forms and accompanying cheques must be mailed or delivered to either of the following addresses:

Posted to: OR Delivered to: Advanced Share Registry Services Advanced Share Registry Services PO Box 1156 Unit 2, 150 Stirling Highway Nedlands WA 6909 Nedlands WA 6009

2.7 Allocation and Allotment of Shares Final allocation of Shares under the Priority Offer will depend on the overall demand from the Hemisphere Shareholders that apply. In the event that Applications are received for more than 7,500,000 Shares, it is currently intended that Applications will be treated on a first-come-first-served basis. Final allocation decisions will be at the sole discretion of the Company. The Company reserves the right to allocate Shares in full for any Application or to allocate any lesser number, or to decline any Application. Allotment of Shares will be made as soon as possible after the Closing Date. Applications received during the exposure period will be treated as having been received on the day after the exposure period. Where no allotment is made to an Applicant, the Application moneys will be returned in full by cheque with the relevant Application Form within 14 days of the Closing Date. Where the number of Shares allotted is less than the number of Shares applied for, the surplus Application moneys will be returned by cheque to the Applicant within 14 days of the Closing Date. Interest will not be paid on refunded Application money. Unbanked cheques will be returned to unsuccessful Applicants. Pending the issue and allotment of Shares or payment of refunds pursuant to this Prospectus, all Application moneys will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on such bank account and each Applicant waives the right to claim any such interest. It is the responsibility of Applicants to determine their allotment prior to trading in Shares. Applicants who sell Shares before they receive their holding statements will do so at their own risk.

2.8 ASX Listing The Company will apply to ASX within seven days after the date of this Prospectus for quotation of the Shares offered by this Prospectus on ASX. If ASX does not grant permission for the quotation of the Shares offered under this Prospectus within three months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Shares offered by this Prospectus will be allotted or issued. In these circumstances, all Applications will be dealt with in accordance with the Corporations Act including the return of all Application Moneys without interest. A decision by ASX to grant official quotation of the Shares is not to be taken in any way as an indication of ASX’s view as to the merits of the Company or of the Shares. ASX and its officers take no responsibility for the contents of this Prospectus. Quotation of the Shares offered by this Prospectus, if granted, will commence as soon as practicable after statements of holdings of the Shares are dispatched.

2.9 Restricted Securities ASX may classify certain securities as being subject to the restricted securities provisions of the Listing Rules. Accordingly, a proportion of such securities may be required to be held in escrow. None of the Shares offered under this Prospectus will be treated as restricted securities; they will be freely transferable from their

date of allotment. For personal use only use personal For

ARUMA RESOURCES LIMITED 7

2.10 Applicants outside Australia This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom it would not be lawful to make such an offer to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law. No action has been taken to register or qualify the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. It is the responsibility of Applicants outside Australia to obtain all necessary approvals for the allotment and issue of Shares under this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the Applicant that all relevant approvals have been obtained.

2.11 CHESS The Company will apply to participate in the Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX. Under CHESS, the Company will not issue certificates to investors. Instead, security holders will receive a statement of their holdings

in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement. For personal use only use personal For

8 ARUMA RESOURCES LIMITED 2.12 Privacy Act If you complete an Application Form, you will be providing personal information to the Company (directly or by the Share Registry). The Company will collect, hold and use that information to assess your Application, service your needs as a Shareholder, facilitate distribution payments (if made) and send corporate communications to you as a Shareholder and carry out administration. The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry. You can access, correct and update the personal information that we hold about you. Please contact the Company or the Share Registry if you wish to do so at the relevant contact numbers set out in this Prospectus. Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988, the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application and, accordingly, you may not be allotted any Shares.

2.13 No Prospective Financial Forecasts The Directors have considered the matters outlined in ASIC Regulatory Guide 170. Given that the Company is a resource exploration company and given the highly speculative nature of exploration and any subsequent development and production, the Company

considers that it is unable to provide potential investors with any reliable revenue, profit or cash flow projections or forecasts. For personal use only use personal For

ARUMA RESOURCES LIMITED 9 3 COMPANY AND PROJECT OVERVIEW

3.1 Introduction The prime objective of the Company is to increase the value of assets to maximise Shareholder value. The Company has identified and assembled a portfolio of properties which are considered to have strong potential for gold. Upon listing, the Company will focus on exploration with a highly qualified and dedicated team.

3.2 Corporate Strategy The Company’s strategy is to initiate in-ground exploration on advanced projects where the capacity to host gold mineralisation has already been established. The Company’s projects are strategically positioned in well endowed greenstone belts of the Yilgarn Craton of Western Australia. The Company aims to generate cash flows to assist the Company in developing its projects and to acquire additional projects that are considered to add value.

3.3 Exploration Methodology The Company will use a staged approach in exploration by systematically testing the advanced target areas followed by evaluating and testing the regional projects. All appropriate techniques will be used which may include remote sensing and geochemical methods.

3.4 Project Overviews All of the properties are located in Western Australia within close proximity to infrastructure. All projects are in locations with proven gold prospectivity. The lead project, Glandore, is 40km east of Kalgoorlie-Boulder and has been successfully tested to date with numerous high-grade intersections including: 8m at 10.4g/t Au from 18m, 9m at 8.37g/t Au from 17m, 2m at 43.4g/t Au from 38m, 5m at 4.99g/t Au from 36m, 4m at 18.8g/t Au from 103m, and 10.25m at 10.3g/t Au from 58m. Kurnalpi South which includes Mt Quin, Steeple Hill and Pinnacles South, are serviced from Kalgoorlie-Boulder; Laverton East is serviced from Laverton and Jundee South is serviced from Wiluna.

Figure 1 Project Location Map For personal use only use personal For

10 ARUMA RESOURCES LIMITED

For personal use only use personal For

Figure 2 Detail locations

ARUMA RESOURCES LIMITED 11

GLANDORE PROJECT The flagship Glandore Project comprises 17 granted Prospecting Licenses, six Prospecting License Applications and three Mining Lease Applications located 37km east of Kalgoorlie-Boulder in Archean Norseman-Wiluna Greenstone Belt. Mineralisation identified to date has defined advanced exploration targets. The most advanced are Axial Planar Fault Zone and Supergene Zone. Other targeted areas showing strong mineralisation include Eastern Lode, southern part of the Central Fault Zone and along strike of Lake Consols. The stylised interpretation of the principal target areas based on exploration to date is shown below as Figure 3.

Figure 3 Stylised interpretation of principal target areas

Axial Planar Fault Zone Drilling to date has defined a strike of approximately 250m, 3m width and a vertical depth of 150m. The target is open along strike and at depth. Significant intersections include4m @18.8g/t Au from 103m and 10.25m at 10.3g/t Au from 58m.

Supergene Zone The Supergene Zone is located adjacent to the Axial Planar Fault. It was named due to a sub-horizontal supergene blanket of some 100m by 100m. Primary mineralisation has been identified beneath the supergene blanket and is open at depth. Significant intersections include 8m at 10.4g/t Au from 18m, 9m @ 8.37g/t Au from 17m, 2m at 43.4g/t Au from 38m and 5m at 4.99g/t Au from 36m.

Eastern Lode Drilling has intersected a stratabound zone on the eastern limb of the Glandore Sill. This zone ranges in thickness from 1 to 13m. The Eastern Lode dips shallowly to the east. Significant intersections include10m @ 3.05 g/t Au from 150m (including 3m at 6.5 g/t Au

from 155m) and 6m @ 2.08 g/t Au from 27m. For personal use only use personal For Central Fault Zone Drilling of the southern area has returned significant intersections including9m @ 4.22 g/t Au from 13 m and 7m @ 2.48 g/t Au from 23m.

12 ARUMA RESOURCES LIMITED

Other Targets Several significant soil anomalies between the Eastern Lode and Central Fault Zone will require testing. RAB and RC drilling have shown intercepts of significant gold grades (such as 5m @ 35.8 g/t Au from 24m and 5m @ 1.58 g/t Au from 23m). Previous intercepts will require detailed evaluation and will be included in the three-dimensional modelling, Hyvista mineral mapping and geochemical appraisals.

KURNALPI SOUTH PROJECT Aruma’s Kurnalpi South Project comprises three separate prospects, with three granted Exploration Licences, namely the: • Pinnacles South Prospect, • Mt Quin Prospect, and • Steeple Hill Prospect. All three prospects comprising the Kurnalpi South Project are located over major regional structures and cover geological sequences that host known gold mineralisation elsewhere in the region. Aruma gold mineralisation targets at the Kurnalpi South Project are the intersection of the major N-S structures with pronounced cross trending features. This provides the mineralised fluids from the sediments a receptive mafic host for mineralisation. The bulk of the area is covered by wash sediments but has subcrop and will be tested by Hyvista evaluation.

Pinnacles South Prospect Mafic volcanics, undivided felsic-intermediate volcanics and sediments occupy the central portion of the Pinnacles South Prospect. This central area has been tested by various companies to the north of Gilgarna Rock, on the Old Shafts at Glandore along the Lake Consols Line NE edge of the Licence area. Field inspection by Aruma showed that the Central Mafic zone is covered by laterites and calcretes. Review of available data has shown that this area has not been drilled. This area is considered by Aruma to be prospective as it is between granites and adjacent to major lineaments that can direct fluids to receptive mafics for gold mineralisation.

Mt Quin Prospect The Mt Quin Prospect is in a similar structural setting that hosts gold mineralisation at the Karonie gold camp (located 20km to the south). The Company intends to focus on the potential for gold mineralisation on the eastern portion of the Mt Quin Prospect. Most of the Mt Quin area has had very little exploration to date and it represents an early stage exploration project.

Steeple Hill Prospect The Steeple Hill Prospect straddles the regional Emu Shear Zone which separates felsic volcanics and sediments to the east from

For personal use only use personal For dominantly mafic rocks to the west.

ARUMA RESOURCES LIMITED 13

Initial targets for gold mineralisation at the Steeple Hill Prospect are the intersection of the Emu Shear Zone with a pronounced north-east trending structure. This will give the mineralised fluids from the felsics a receptive mafic host for mineralisation. The area is covered by wash sediments but has subcrop in the west that will be tested by Hyvista evaluation.

LAVERTON EAST PROJECT The project covers a sequence of mafic and ultramafic rocks to the east of Laverton comprising five granted Prospecting Licences.

Old workings at Glandore showing alteration and angle to bedding Gold mineralisation at nearby Granite Well is related in part to a sheared mafic-ultramafic contact. This style of mineralisation will be the focus of Aruma’s exploration on the Laverton East Project. Hemisphere has performed rock chip sampling over the lease area. This sampling has identified a linear trend of anomalous gold assays.

JUNDEE SOUTH PROJECT The Jundee South Project is located 51km east of Wiluna on the north-northwest trending regional Jundee – Lake Violet – Yandal Greenstone Belt and comprises one Exploration Licence Application. No previous mining has been conducted on the tenement, however the Belt contains a number of recent and historic gold mines, including the currently producing Jundee Operation with open pit deposits located along strike north and south of the project area. Upon the grant of the tenement, Aruma’s exploration focus will be directed at compiling historical data for the project and assessing the effectiveness of past drilling at testing geological and structural targets within the tenement. The list of the Projects and their status are included in the table below:

Prospect Tenements Status Glandore 17 x PL Granted Glandore 6 x PLA Application Glandore 3 x MLA Application Kurnalpi South - Pinnacles South 1 x EL Granted Kurnalpi South - Mt Quin 1 x EL Granted Kurnalpi South - Steeple Hill 1 x EL Granted Laverton East 5 x PL Granted Jundee South 1 x ELA Application

Independent Geologist’s Report Investors are referred to the Independent Geologist’s Report for an overview of the Company’s projects. In particular, comprehensive lists of all significant intersections set out above are referred to in the Independent Geologist’s Report which is Section 6 of this

Prospectus. For personal use only use personal For

14 ARUMA RESOURCES LIMITED

3.5 Company Structure The Company was incorporated on 5 January 2010 as a wholly owned subsidiary of Hemisphere Resources Ltd (“Hemisphere”), for the purpose of holding the gold tenements of Hemisphere. Hemisphere originally owned five shares in the Company which represented the incorporation capital and has been issued with 39,999,995 shares in consideration of the transfer of the tenement interests to the Company’s subsidiary Aruma Exploration Pty Ltd. Hemisphere therefore owns 40,000,000 shares in Aruma Resources and Aruma Resources owns 100% of Aruma Exploration Pty Ltd. Aruma Resources will maintain an office in Perth, Western Australia, initially with Hemisphere to minimise costs. The successful capital raising proposed by this Prospectus will allow the Company to fund the accelerated exploration of these assets and give opportunity for Hemisphere shareholders to participate in a company specifically directed at the development of these gold assets.

CORPORATE STRUCTURE DIAGRAM OF ARUMA RESOURCES LIMITED AT ASX LISTING

Aruma Resources Limited (ASX Listed)

100%

Aruma Exploration Pty Ltd

100%

Exploration Projects For personal use only use personal For

ARUMA RESOURCES LIMITED 15 4 DIRECTORS AND CORPORATE GOVERNANCE

4.1 Directors and Company Secretary Mr Paul Boyatzis Chairman, Non-Executive Director, appointed 5 January 2010 Qualifications B Bus, ASA, MSDIA Experience Mr Boyatzis has more than 25 years’ experience in the investment and equity markets and an extensive working knowledge of public companies, specifically in Australia and the UK. In early 2007 Mr Boyatzis was instrumental in the formation of Hemisphere Resources Limited. As founding Chairman he has played a pivotal role in the strategic development of that company. During the previous 18 years, Mr Boyatzis had been actively involved in the equity markets, of which, 13 years has been as a director of two stockbroking firms. He has assisted many mining companies, both locally and internationally, to raise funds through the IPO and secondary market process. He is currently a director of KSL Corp Pty Ltd, an investment company with a primary focus on emerging resource companies. He is also Chairman of a London incorporated company and was instrumental in assisting that company to secure funding from London-based institutional investors. Mr Boyatzis is a current member of the Australian Institute of Company Directors, Securities and Derivatives Industry Association and a current member of the Certified Practicing Accountants of Australia. Interest in Shares and Options Mr Boyatzis has an (in)direct interest in 1,000,000 Director’s Options Specific Duties Non-Executive Chairman Other Current Directorships of Listed Companies Hemisphere Resources Limited, QED Occtech Limited Former Directorships of Listed Companies in the last three years None

Mr Peter Schwann Managing Director, appointed 11 February 2010 Qualifications Ass. of App. Geology, FAIMM, CP Geology Experience Peter has more than 35 years’ experience in mineral exploration, company management and consulting. During his early years he worked with some of Australia’s biggest companies exploring for nickel, iron ore, gold and mineral sands. Peter has recently held project generation and evaluation roles with resource companies in Africa, Asia, Australia and Eastern Europe. He has participated in evaluations of precious and base metal deposits in Mexico, Africa, Madagascar, China and Kyrgyzstan. As a former exploration director of Kingsgate Consolidated Limited he has previous experience as a director of a listed resource company. Peter has consulted to Hemisphere Resources Limited and already has an in-depth understanding of the assets to be acquired by Aruma.

Peter is a Fellow of the Australasian Institute of Mining and Metallurgy and a Chartered Professional in geology. For personal use only use personal For

16 ARUMA RESOURCES LIMITED

Interest in Shares and Options Mr Schwann has an indirect interest in 125,000 shares and a direct interest in 2,000,000 Director’s Options Specific Duties Managing Director Other Current Directorships of Listed Companies nil Former Directorships of Listed Companies in the last three years None

Mr Danny Costick Non-Executive Director, appointed 5 January 2010 Qualifications BEng MSc Experience Mr Costick has more than 25 years’ experience in the mining industry. For the last three years, Mr Costick has been Managing Director of ASX-listed company Hemisphere Resources Limited and remains current in that role. Prior to listing Hemisphere Resources Limited, Mr Costick spent some 15 years actively involved in a professional capacity in operation and management of mines throughout Australia and internationally. Relevant mining operations experience include Wannaway Nickel Mine, Ora Banda Gold Mine, Agnew Gold Operations, Leinster Nickel Operations, Tennant Creek Operations, Mt Lyell Copper Mine, New Bendigo Gold Project, Gidgee Gold Mine, and Oceana Gold Limited’s New Zealand Operations. His experience includes corporate management, extensive hands-on mining, mine design, mine development and production, feasibility studies, project valuation and mine management in a wide range of commodities including gold, base metals and mineral sands. Mr Costick is a graduate of the Western Australian School of Mines, having completed his Mining Engineering Qualifications in 1991 and Mineral Economics Master’s Degree in 1999. Interest in Shares and Options Mr Costick has an (in)direct/ beneficial interest in 1,000,000 Directors Options Specific Duties Non-Executive Director Other Current Directorships of Listed Companies Hemisphere Resources Limited (Managing Director) Former Directorships of Listed Companies in the last three years None

Phillip MacLeod Company Secretary Qualifications B Bus, ASA Experience Mr MacLeod has more than 18 years’ commercial experience and has held the position of company secretary with listed public companies since 1995. He has provided corporate, management and accounting advice to a

number of public and private companies involved in the resource, technology, property and healthcare industries. For personal use only use personal For

ARUMA RESOURCES LIMITED 17

4.2 Corporate governance The primary responsibility of the Board is to represent and advance Shareholders’ interests and to protect the interests of all stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals. The responsibilities of the Board include: • Protection and enhancement of Shareholder value; • Formulation, review and approval of the objectives and strategic direction of the Company; • Approving all significant business transactions including acquisitions, divestments and capital expenditure; • Monitoring the financial performance of the Company by reviewing and approving budgets and results; • Ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained; • Identifying significant business risks and ensuring that such risks are adequately managed; • The review of performance and remuneration of executive directors and key staff; • The establishment and maintenance of appropriate ethical standards; and • Evaluating and, where appropriate, adopting with or without modification, the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability. Subject to the exceptions outlined below the Company has adopted the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines. As the Company’s activities develop in size, nature and scope, the implementation of additional corporate governance structures will be given further consideration. The Board sets out below its “if not, why not” report in relation to those matters of corporate governance where the Company’s

practices depart from the recommendations. For personal use only use personal For

18 ARUMA RESOURCES LIMITED Recommendation Notification of Departure Explanation for Departure Reference - ASX Guidelines 2.1 and 2.2 A majority of the Board are The Board takes the view that Mr Boyatzis (Chairman), Mr Costick not independent directors. (Non-Executive Director) and Mr Schwann (Managing Director) are not independent in terms of the ASX Corporate Governance Council’s The Chairman is not an discussion of independent status. Mr Boyatzis and Mr Costick are both independent director. directors of Hemisphere Resources Limited. Hemisphere Resources Limited will hold between 53.24% and 61.4% of the Shares in the Company on listing on ASX (depending on the amount of funds raised under this Prospectus). Mr Schwann as Managing Director is an executive of the Company. Despite these relationships, the Board believes that the Directors are able, and do make, quality and independent judgement in the best interests of the Company on all relevant issues before the Board. The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of a majority of independent Non Executive Directors. Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic.

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

4.1, 4.2, 4.3 An audit committee has not The Board considers that the Company is not of a size, nor are its been established. financial affairs of such complexity to justify the formation of an audit committee. The Board as a whole undertakes the selection and proper application of accounting policies, the integrity of financial reporting, the identification and management of risk and review of the operation of the internal control systems. 8.1 A remuneration committee The Board considers that the Company is not currently of a size, nor are has not been established. its affairs of such complexity to justify the formation of a remuneration committee. The Board as a whole is responsible for the remuneration arrangements for Directors and Executives of the Company and considers it more appropriate to set aside time at Board meetings each year to specifically address matters that would ordinarily fall to a remuneration committee.

The Company has adopted corporate governance policies common with other public listed companies of similar size and business.

Copies of these policies will be accessible on the Company’s website at www.arumaresources.com For personal use only use personal For

ARUMA RESOURCES LIMITED 19 5 RISK FACTORS

5.1 Introduction An investment in the Shares the subject of this Prospectus is highly speculative as the Company is a resource exploration company. The Board recommends that investors consider the risks described below and information contained elsewhere in this Prospectus, as well as consulting with their professional advisers before deciding whether or not to apply for the Shares. The following is a non-exhaustive list of the risks that may have a material effect on the financial position and performance of the Company and the value of its securities, as well as the Company’s exploration, any development and mining activities and an ability to fund those activities. The specific risks below are some of the risks specific to the Company including specific exploration business risks. The general investment risks below are some of the risks to the Company of a general economic nature.

5.2 Specific risks Exploration Investors should understand that exploration, by its nature, is a high-risk undertaking. There can be no assurance that the Company’s exploration of its tenements or any other exploration projects that may be acquired in the future will result in the delineation or discovery of a significant mineral resource. Even if a significant mineral resource is identified, there can be no guarantee that it can be economically exploited.

Resource estimations Resources estimates are expressions of judgment based on knowledge, experience and resource modelling. As such, resource estimates are inherently imprecise and rely to some extent on interpretations made. Additionally, resource estimates may change over time as new information becomes available. If the Company encounters mineralisation or geological formations different from those predicted by past drilling, sampling and interpretations, resource estimates may need to be altered in a way that could adversely affect the Company’s operations.

Gold and other commodity prices As a proposed explorer for gold and potentially other minerals, any earnings of the Company are expected to be closely related to the price of gold and other commodities. Commodities prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include worldwide and regional supply and demand for commodities, general world economic conditions and the outlook for interest rates, inflation and other economic factors on both a regional and global basis. These factors may have a positive or negative effect on the Company’s exploration, project development and production plans and activities, together with the ability to fund those plans and activities.

Tenement rights The Company has 25 granted licences (either exploration or prospecting) and 10 licences under application (either mining, exploration or prospecting) across four projects - Glandore, Kurnalpi South, Laverton East and Jundee South. The Glandore Project consists of 17 granted prospecting licences and six prospecting licence applications. Eleven of the 17 granted prospecting licences have expired but are subject to one of three applications for conversion to a mining lease. An underlying prospecting licence continues in force pending the determination of an application for a mining lease. Potential investors should note that if the conversion applications or any renewal of or grant of applications for the other tenements are not successful, then the Company would lose title to those tenements. The various applications are subject to the discretion of the relevant government authority and there is no guarantee they will be granted. The failure of any

application may lead to the Company suffering significant damage through the loss of opportunity to develop any mineral For personal use only use personal For resources on that area.

20 ARUMA RESOURCES LIMITED

Additionally, licences are subject to a number of specific legislative conditions. The inability to meet these conditions could affect the standing of a licence or restrict its ability to be renewed. Investors are referred to the Solicitor’s Report on the Tenements in Section 8 for information generally on the licences.

Native title and land access The Native Title Act 1993 (Cth) recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander people in land and waters, according to their traditional laws and customs. There is a significant uncertainty associated with native title in Australia and this may impact upon the Company’s operations and future plans. Native title can be extinguished by valid grants of land or waters to people other than the native title holders or by valid use of land or waters. It can also be extinguished if the indigenous group has lost their connection with the relevant land or waters. Native title is not necessarily extinguished by the grant of mining licences, although a valid mining lease prevails over native title to the extent of any inconsistency for the duration of the title. All tenements granted prior to 1 January 1994 are valid or validated by the Native Title Act. For tenements to be validly granted (or renewed) after 1 January 1994, the future act regime established by the Native Title Act must be followed. It is important to note that the existence of a native title claim is not an indication that native title in fact exists to the land covered by the claim, as this is a matter ultimately determined by the Federal Court. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner) or to progress from the exploration phase to the development and mining phases of operations, may be adversely affected. The Company must also comply with Aboriginal heritage legislation requirements which require heritage survey work to be undertaken ahead of the commencement of mining operations.

Environmental The Company’s projects are subject to rules and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all mineral projects, the Company’s projects are expected to have a variety of environmental impacts should development proceed. Development of any of the Company’s projects will be dependent on the Company satisfying environmental guidelines and, where required, being approved by government authorities. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws, but may still be subject to accidents or other unforeseen events which may compromise its environmental performance and which may have adverse financial implications.

Mining Possible future development of a mining operation at any of the Company’s projects is dependent on a number of factors including, but not limited to, failure to acquire and/or delineate economically recoverable ore bodies, unfavourable geological conditions, failing to receive the necessary approvals from all relevant authorities and parties, unseasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, unexpected shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, risk of access to the required level of funding and contracting risk from any third parties providing essential services. In the event that the Company commences production, its operations may be disrupted by a variety of risks and hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions and fires, explosions and

other accidents. For personal use only use personal For

ARUMA RESOURCES LIMITED 21 Reliance on key personnel The Company’s success largely depends on the core competencies of its Directors and their familiarisation with, and ability to operate in, the mining industry and the Company’s ability to retain its key executives. Mr Peter Schwann is Managing Director and holds a service agreement with the Company summarised in Section 10.

Insurance The Company, where economically feasible, intends to insure its operations in accordance with industry practice. However, in certain circumstances, the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered or not fully covered by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance of all risks associated with mineral exploration and production is not always available and where available the costs can be prohibitive.

Future capital needs and additional funding The funds raised by the Offer will be used to carry out the Company’s objectives as detailed in this Prospectus. The Company’s ability to raise further capital (equity or debt) within an acceptable time, of a sufficient amount and on terms acceptable to the Company will vary according to a number of factors, including prospectivity of projects (existing and future), the results of exploration, subsequent feasibility studies, development and mining, stock market and industry conditions and the price of relevant commodities and exchange rates. No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms the Company may not be able to further develop its projects and it may impact on the Company’s ability to continue as a going concern.

Limited operational history While the Company’s management have significant experience and have previously carried out or been exposed to exploration and production activities while employed or engaged by other companies, the Company was not incorporated until 5 January 2010. Accordingly, the Company has limited historical, financial or operating information. The Company’s ability to achieve its objectives depends on the ability of its Directors and officers to implement current plans and to respond to any unforeseen circumstances that require changes to those plans.

Acquisitions and potential acquisitions As part of its business strategy, the Company may make acquisitions of or significant investments in other resource projects. The Company has already acquired tenements or rights to tenements from Hemisphere and Plasia Pty Ltd (see Schedule 2 to Section 8). Any acquisitions are accompanied by risks commonly encountered in making such acquisitions. This includes stamp duty and taxation obligations that may be incurred. In relation to the acquisition of tenements from Hemisphere, the Company considers that it, and its subsidiary, will be able to successfully apply for an exemption from stamp duty under a reconstruction excemption. There is a risk in the future that any exemption may be revoked so that stamp duty becomes payable if certain future events occur such as Hemisphere

failing to hold more than 50% of the Shares in the Company in the period of 3 years after the transfer of tenements. For personal use only use personal For

22 ARUMA RESOURCES LIMITED Valuation of Tenements There has been no valuation of the Company’s tenements or the Shares. The Company makes no representation as to the value of the tenements. It is recommended that prospective investors and their advisers make their own assessment as to the value of the tenements.

5.3 General investment risks Securities investments and share market conditions There are risks associated with any securities investment. The prices at which the securities trade may fluctuate in response to a number of factors. Furthermore, the stock market, and in particular the market for exploration and mining companies may experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of such companies. These factors may materially adversely affect the market price of the securities of the Company regardless of the Company’s operational performance. Neither the Company nor the Directors warrant the future performance of the Company, or any return of an investment in the Company.

Economic risk Changes in both Australian and world economic conditions may adversely affect the financial performance of the Company. Factors such as inflation, currency fluctuations, interest rates, industrial disruption and economic growth may impact on future operations and earnings.

Legislative Changes in relevant taxes, legal and administration regimes, accounting practice and government policies in Australia may adversely

affect the financial performance of the Company. For personal use only use personal For

ARUMA RESOURCES LIMITED 23 6 INDEPENDENT GEOLOGIST’S REPORT

16th April 2010 The Directors Aruma Resources Limited 24 Colin Street West Perth, WA 6005

Dear Sirs, Independent Geologist’s Report on the Mineral Properties of Aruma Resources Ltd By way of letter dated 14th January 2010, Hellman & Schofield Pty Ltd (H&S) has been commissioned by Aruma Resources Limited (Aruma) to provide an Independent Geologist’s Report on the exploration properties that are the subject of Aruma’s Prospectus to be dated on or about the 23rd of April 2010. The objective of the report is to present for each project, a geological description, an outline of previous exploration work, and an opinion on Aruma’s proposed exploration programmes for the first two years of operations. The properties were Hemisphere Resources Limited (Hemisphere) exploration projects and are without currently defined Mineral Resources. H&S was not requested to assign a value for the projects. H&S has based its review on information provided by Aruma, technical reports by previous tenement holders and site visits to the properties. Information provided by Aruma has been verified by reference to publicly available reports. H&S has based its findings upon information known to us as at the 16th of April 2010, and believes that all material information in the possession of Aruma has been fully disclosed to H&S. A listing of referenced documents is provided at the end of the report. Aruma has stated that none of the information provided is regarded as confidential and has given permission for inclusion in the report. Aruma has agreed to indemnify H&S from any liability arising from its reliance upon information provided or from information not provided. A draft version of the report was provided to the Directors of Aruma for comment in respect of omission and factual accuracy. H&S has prepared this report with the understanding that all granted tenements within the project areas are currently in good standing and that there is no cause to doubt the eventual granting of any tenement applications. H&S has not attempted to establish the legal status of tenements within each project area with respect to potential environmental and access restrictions. H&S has not independently verified ownership and current standing of the tenements and is not qualified to make legal representations in this regard. It is our understanding that the current ownership status and standing of the tenements are dealt with in a separate Solicitor’s

Report (Section 8) within this Prospectus. For personal use only use personal For

SYDNEY BRISBANE PERTH 6 / 3 Trelawney Street Eastwood, NSW 2122 Lvl 4, 46 Edward St, Brisbane, QLD 4000 102 Colin St, W.Perth, WA 6005 P.O. Box 599, Beecroft, NSW 2119 P.O Box 16116, City East, QLD 4002 P.O. Box 125, W.Perth, WA 6872 Ph: (02) 9858 3863 Fax: (02) 9858 4057 Ph: (07) 3012 9393 Fax: (07) 3012 9373 Ph: (08) 9485 0403 Fax: (08) 9485 0406 Email: [email protected] Email: [email protected] Email: [email protected] www.hellscho.com.au

24 ARUMA RESOURCES LIMITED The project areas have been subjected to varying degrees of mineral exploration, which has included identification of some advanced exploration areas, allowing Aruma to plan appropriate exploration activities. The exploration programmes proposed by Aruma are consistent with Aruma exploration objectives and are appropriate for investigating the mineral prospectivity of each project area as identified by previous exploration activities. The project areas are subject to the risks inherent in exploration projects, and as such there can be no assurance that future exploration will confirm the presence of mineralisation, or that any mineralisation identified will prove to be economic to mine. The Independent Geologist’s Report has been prepared in accordance with the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Export Reports (The VALMIN Code), which is binding upon members of the Australian Institute of Mining and Metallurgy and applies to all relevant reports issued from 1998. Neither H&S, nor the authors of this report, have or have previously had any material interest in Aruma or the exploration projects that are the subject of this report. Our relationship with Aruma is solely one of professional association between client and independent consultant. This report was prepared in return for professional fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of the report. H&S is a mineral resource evaluation consulting firm which was formed in 1998. This report has been prepared by Jonathon Abbott, who is a professional geologist with more than 19 years’ experience in the evaluation of mineral resources, and is a member of the Australian Institute of Mining and Metallurgy. The sole purpose of this report is for inclusion in Aruma’s prospectus dated on or about 23rd of April 2010 relating to the proposed equity raising of A$5,000,000 by the issue of 25,000,000 fully paid ordinary Shares at an offer price of $0.20 per Share. The proposed equity raising has provision to raise up to A$7,000,000 through the acceptance of oversubscriptions which would result in up to 35,000,000 fully paid ordinary shares being issued at an offer price of $0.20 per share. Neither the whole nor part of this report nor any reference thereto may be included in or attached to any document or used for any other purpose, without H&S’s written consent to the form and context in which it appears. H&S have given consent in writing to the inclusion of this Independent Geologist’s Report in the Prospectus to be issued by Aruma in the form and context in which it appears and has not withdrawn consent prior to issue. Except for this Independent Geologist’s Report, H&S: a) has not authorised or caused the issue of the prospectus; b) is not responsible for any matter included or omitted from this Prospectus; c) makes no representation or warranty, either express or implied, with respect to the accuracy or completeness of the information contained in the Prospectus; and d) disclaims liability to any persons in respect of any statement included or omitted from the prospectus.

Yours sincerely,

Jonathon Abbott Hellman & Schofield Pty Ltd

The contents of this report are CONFIDENTIAL and PROPRIETARY. This report may not be released to any third party without the

For personal use only use personal For written consent of both Hellman & Schofield and Aruma Resources.

Copyright ©2010 Hellman & Schofield Pty Ltd. April 2010

ARUMA RESOURCES LIMITED 25

Contents 6.1. INTRODUCTION 28 6.2. TENEMENTS 30 6.3. GLANDORE PROJECT 31 6.3.1. Introduction 31 6.3.2. Project Geology 32 6.3.2.1. Lithology and Structure 32 6.3.2.2. Mineralisation and Alteration 34 6.3.2.3. Regolith 34 6.3.3. Previous Mining 34 6.3.4. Previous Exploration 35 6.3.5. Advanced Exploration Areas 36 6.3.5.1. Axial Planar Fault Zone 36 6.3.5.2. Supergene Zone 39 6.3.5.3. Eastern Lode Zone 42 6.3.5.4. Central Fault Zone 43 6.3.6. Prospective Exploration Targets 44 6.3.7. Proposed Exploration 44 6.4. KURNALPI SOUTH PROJECT 47 6.4.1. Introduction 47 6.4.2. Regional Geological Setting 47 6.4.3. Regional Gold Mineralisation 48 6.4.4. Pinnacles South Prospect 48 6.4.4.1. Introduction 48 6.4.4.2. Regional Geological Setting 48 6.4.4.3. Geological Setting and Mineralisation 48 6.4.4.4. Previous Exploration 51 6.4.4.5. Exploration Targets 51 6.4.5. Mt. Quin Prospect 53 6.4.5.1. Introduction 53 6.4.5.2. Geological Setting and Mineralisation 53 6.4.5.3. Previous Exploration 53 6.4.5.4. Exploration Targets 54 6.4.6. Steeple Hill Prospect 55 6.4.6.1. Introduction 55 6.4.6.1. Geological Setting and Mineralisation 55 6.4.6.3. Previous Exploration 55 6.4.7. Proposed Exploration Programme 56 6.5. LAVERTON EAST PROJECT 57 6.5.1. Introduction 57 6.5.2. Regional Geological Setting and Gold Mineralisation 57 6.5.3. Project geology 59 6.5.4. Previous Exploration 59 6.5.5. Proposed Exploration Programme 61 6.6. JUNDEE SOUTH PROJECT 63 6.6.1. Introduction 63 6.6.2. Geological Setting 63 6.6.3. Regional Gold Mineralisation 63 6.6.4. Previous Exploration 63 6.5.5. Proposed Exploration programme 65 6.7. PROPOSED EXPLORATION FOR ALL PROJECTS 66 6.7.1. Proposed activities 66 For personal use only use personal For 6.8. REFERENCES 67

26 ARUMA RESOURCES LIMITED

List of Figures Figure 1: Location of Aruma Projects 29 Figure 2: Glandore Project Location and Geological Setting 31 Figure 3: Glandore Satellite Image and Tenement Outlines 32 Figure 4: Glandore Tenements, geology, mines and advanced exploration targets 33 Figure 5: Schematic Interpretation of Glandore Anticline and exploration targets 34 Figure 6: Axial Planar Fault Zone Plan View of Drilling 37 Figure 7: Axial Planar Fault Zone Cross Section 38 Figure 8: Supergene Zone Mineralised Intercepts 40 Figure 9: Supergene Zone Cross Section B-B’ 41 Figure 10: Kurnalpi South Project Tenements and Regional Geology 46 Figure 11: Pinnacles South Regional Geology 49 Figure 12: Pinnacles South Prospect Geology 50 Figure 13: Pinnacles South Prospect Previous Exploration 52 Figure 14: Mt. Quin Prospect Geology 53 Figure 15: Steeple Hill Prospect Geology 54 Figure 16: Laverton East Project regional geology and mineralisation 57 Figure 17: Laverton East Project Geology 58 Figure 18: Laverton East significant Hemisphere rock chip results 61 Figure 19: Jundee South Project Geology and location 62 Figure 20: Jundee South Project historic Drilling and Target Geology 64

List of Tables Table 1: Tenement Status 30 Table 2: Historic Production from Glandore Project 35 Table 3: Axial Planar Fault Zone Significant Intersections 36 Table 4: Supergene Zone Significant Intersections 39 Table 5: Eastern Lode Zone Significant Intersections 42 Table 6: Central Fault Zone Significant Intersections 43 Table 7: Prospective Exploration Target Significant Intersections 44 Table 8: Glandore Exploration Budget 45 Table 9: Kurnalpi South Exploration Budget 56 Table 10: Laverton East CRA RAB Drilling Results 59 Table 11: Laverton East Project - Chip Sampling Results 60 Table 12: Laverton East Exploration Budget 61 Table 13: Jundee South Anomalous Drill Hole Intersections 65 Table 14: Total Exploration Budget Minimum Case 66

Table 15: Total Exploration Budget Maximum Case 66 For personal use only use personal For

ARUMA RESOURCES LIMITED 27

6.1 Introduction Subject to successful listing on the Australian Securities Exchange, Aruma Resources Limited (Aruma) will acquire interests in four project areas within the Goldfields region of Western Australia. Inclusive of several tenements which are still under application, Aruma’s tenement package totals 374 km2. Figure 1 shows the location of Aruma’s project areas. The Glandore Project, which is approximately 40 km east of Kalgoorlie-Boulder in a region hosting a number of historic mines that produced substantial amounts of gold from high-grade ore, is prospective for several styles of gold mineralisation. Previous exploration of the Glandore Project, including geophysical surveying, surface geochemical sampling and approximately 41,000 m of exploration drilling, has identified a number of advanced exploration areas and several, less advanced currently under-explored prospective exploration targets. Aruma proposes to explore the Glandore Project using drilling targeted at defining discrete high-grade gold mineralisation associated with previously identified advanced exploration targets. The Kurnalpi South Project lies approximately 100 km to the east of Kalgoorlie-Boulder and comprises three gold exploration prospects designated as Pinnacles South, Mt Quin and Steeple Hill, within a minimally explored area of a greenstone belt that hosts several major mines. Previous exploration in the project area included soil and auger sampling and minor RAB drilling. Aruma proposes to explore the three prospects comprising the Kurnalpi South Project by evaluating the relatively untested areas identified by previous explorers for potential gold mineralisation. This will be done by Hyvista Thermal Mineral Imaging and follow up geochemistry. In that area the soil cover is apparently dominantly residual and reflects the bedrock. The Laverton East Project, which is approximately 20 km east of Laverton, lies within a region hosting several major and relatively recently discovered major gold deposits. Previous exploration of the area includes relatively shallow RAB drilling over much of the tenement and reconnaissance rock chip sampling by Hemisphere Resources which returned several gold assays of greater than 0.2 g/t. Aruma proposes to explore the Laverton East Project, by targeting areas untested by previous companies. It is anticipated that remote sensing including hyper-spectral thermal mineral imaging will be used to aid targeting of ground-based geochemical and geophysical surveys. Identified targets will be further clarified by RAB drilling. The Jundee South Project lies approximately 50 km to the east of Wiluna within the Yandal Greenstone belt which hosts several major relatively recent gold discoveries such as the Jundee deposit. Although much of the project area has been tested by surface sampling and shallow exploration drilling, the effectiveness in identifying underlying mineralisation is diminished by the ubiquitous transported cover. Aruma proposes to explore the Jundee South Project in structural and lithologically favourable areas identified from a regional study of the known gold mineralisation controls with reference to the body of existing previous work. Each of the project areas can be readily accessed from the regional towns of Kalgoorlie-Boulder, Laverton or Wiluna. Access within the generally flat-lying to gently undulating tenements via station and previous exploration tracks is good. The climate of the Kalgoorlie region is characterised by warm, dry summers with average maximum daily temperatures of 33°C, and rare thunderstorms. Winter months are relatively mild with average daily temperature ranges of 7 to 17 °C. Annual rainfall averages

around 250 millimetres with most falling during winter. For personal use only use personal For

28 ARUMA RESOURCES LIMITED

For personal use only use personal For

Figure 1: Location of Aruma Projects

ARUMA RESOURCES LIMITED 29

6.2 Tenements Aruma’s tenements as listed in Table 1 include 22 granted Prospecting Licences, 6 Prospecting Licences under application, three Mining Lease applications, three granted Exploration Licences and one Exploration Licence which is currently in application for a combined total of 37,416 ha.

Table 1: Tenement Status Project Lease Status Date Area Expenditure Rent Glandore M25/327 Appl’n 15/04/2004 122 ha $12,200 $1,503.04 M25/329 Appl’n 11/08/2004 456 ha $45,600 $5,617.92

M25/330 Appl’n 23/08/2004 703 ha $70,300 $8,660.96 P25/1581 Granted 5/09/2000 120 ha $4,800 $277.20 P25/1582 Granted 5/09/2000 120 ha $4,800 $277.20 P25/1583 Granted 5/09/2000 120 ha $4,800 $277.20

P25/1584 Granted 5/09/2000 120 ha $4,800 $277.20

P25/1585 Granted 5/09/2000 120 ha $4,800 $277.20 P25/1586 Granted 5/09/2000 120 ha $4,800 $277.20 P25/1587 Granted 5/08/2000 120 ha $4,800 $277.20 P25/1588 Granted 5/09/2000 120 ha $4,800 $277.20

P25/1589 Granted 5/09/2000 120 ha $4,800 $277.20 P25/1590 Granted 5/08/2000 120 ha $4,800 $277.20 P25/1620 Granted 19/04/2000 120 ha $4,800 $277.20 P25/1806 Granted 23/05/2007 45 ha $2,000 $103.95

P25/1807 Granted 23/05/2007 116 ha $4,640 $267.96 P25/2073 Granted 5/02/2010 177 ha $7,080 $311.52 P25/2074 Granted 5/02/2010 141 ha $5,640 $248.16 P25/2075 Granted 5/02/2010 195 ha $7,800 $343.20

P25/2076 Granted 5/02/2010 197 ha $7,880 $346.72

P25/2089 Appl’n 20/04/2009 174 ha $6,960 $306.24 P25/2090 Appl’n 20/04/2009 182 ha $7,280 $320.32 P25/2091 Appl’n 20/04/2009 196 ha $7,840 $344.96 P25/2092 Appl’n 20/04/2009 187 ha $7,480 $329.12

P25/2093 Appl’n 20/04/2009 188 ha $7,520 $330.88 P25/2094 Appl’n 20/04/2009 191 ha $7,640 $336.16 Steeple Hill E28/1833 Granted 19/06/2009 4,022 ha $20,000 $1,302.84 Kurnalpi Pinnacles South E28/1849 Granted 9/02/2009 3,845 ha $20,000 $1,209.78 South Mt Quin E28/1855 Granted 1/04/2010 19,741 ha $67,000 $7,377.37 Laverton East P38/3782 Granted 29/01/2009 196ha $7,840 $452.76 P38/3783 Granted 29/01/2009 169ha $6,760 $390.39

P38/3784 Granted 29/01/2009 194ha $7,760 $448.14

P38/3785 Granted 29/01/2009 194 ha $7,760 $448.14 P38/3786 Granted 29/01/2009 194 ha $7,760 $448.14

Jundee South E53/1461 Appl’n 11/02/2009 4,296 ha $20,000 $1,302.84 For personal use only use personal For

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6.3 Glandore Project 6.3.1 Introduction The Glandore Project lies on the south-western shore of Lake Yindarlgooda, approximately 40 km east of Kalgoorlie-Boulder, in the Eastern Goldfields of Western Australia (Figure 2). Access to the area is via Bulong Road (sealed) to within eight km of the project area and then the next eight km southeast from the historic Bulong Township along all-weather gravel roads.

Figure 2: Glandore Project Location and Geological Setting The northern and eastern parts of the project area are dominated by the usually dry Lake Yindarlgooda, and adjacent low gently undulating dunes. To the south and west, the topography rises to a series of low sparsely wooded hills. Figure 3 presents a satellite image of the project area and tenement outlines. The project comprises 17 granted Prospecting Licenses, six Prospecting License Applications and three Mining Lease Applications that total 33 km2 in area. Status of the Glandore Project tenements is shown in Table 1. Three small mining leases (M25/31, M25/87 and M25/154) covering the historical Sunrise/Grunts mine are excised from the project area. Recent exploration of the project area for gold began in 1986, and has included geochemical sampling, RAB, aircore, RC and diamond drilling and geophysical surveys. Companies who have previously explored in the Glandore project area include Lynas Gold NL, Melbourne Exploration NL, Western Mining Ltd, Anglogold Australia Ltd and Hemisphere Resources Ltd. The previous exploration has identified three advanced gold exploration targets, known as the Axial Planar Fault Zone, Supergene Zone and Eastern Lode (Figure 4). Several less advanced and under-explored prospective exploration targets have also been identified including an area known as the Central Fault Zone. Three-dimensional modelling of the mineralisation and geology by

Hemisphere has aided development of drilling targets. For personal use only use personal For

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6.3.2 Project Geology 6.3.2.1 Lithology and Structure Bedrock lithologies in the Glandore region are described by Steuart and Kneeshaw (2001). These rock types include the Bulong Ultramafic Complex to the west of Glandore. In the central project area, a layered mafic sill is overlain by a sequence of sediments, basalts and felsic to intermediate volcaniclastics which have been intruded by felsic dykes and granites and subsequently folded into a broad, northerly plunging anticline (Figures 4 and 5). The Bulong Ultramafic Complex, which lies approximately 500 m west of the project area, comprises a series of cumulate textured peridotites. It is separated from the volcaniclastic unit to the east by the west dipping Hampton (Bulong) Fault. Within the project area, a layered mafic sill, informally known as the Glandore Sill, occupies the core of the anticline. The sill is broadly conformable with overlying stratigraphy, and consists of a 90 to 120 m thick upper unit of gabbro, and a lower dolerite unit that is at least 500 m thick. The lower dolerite is subdivided into an upper melanodolerite, a central leucodolerite, and a lower cumulate unit. The Glandore Sill is overlain by a 50 to 150 m thick assemblage of sedimentary units comprising shale with zones of siltstone, greywacke and chert. A 500-m-thick basalt unit overlies these sediments. The basalt is generally massive and aphanitic, with plagioclase-phyric examples rarely noted in previous drilling. Two outcrops of moderate to well defined pillows have been reported on the edge of Lake Yindarlgooda (Steuart and Kneeshaw, 2001). The basalt is overlain by a unit of felsic to Figure 3: Glandore Satellite Image and Tenement Outlines intermediate volcaniclastic sediments which ranges from fine silts and sandstones to coarse conglomerates with pebble to boulder sized clasts varying in composition from rhyolitic to dacitic.

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Figure 4: Glandore Tenements, geology, mines and advanced exploration targets

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Figure 5: Schematic Interpretation of Glandore Anticline and exploration targets

6.3.2.2 Mineralisation and Alteration Drill core results from previous explorers suggest that Glandore mineralisation is associated with hydrothermal alteration typical in many gold deposits in the Eastern Goldfields. Primary gold mineralisation is interpreted to be controlled by the intersection of faults and shear zones with favourable lithologies, with the coarse-grained phases of the Glandore Sill being the most favourable hosts for gold mineralisation. In fresh rock, gold mineralisation is associated with biotite-pyrite alteration with variable sericite, and ankerite. Lower-grade mineralisation (0.5 to 2 g/t Au) is associated with quartz-pyrite veins within breccias with pervasive ankerite, pyrite and biotite alteration. Medium-grade gold mineralised zones (2 to 10 g/t Au) are commonly associated with brittle quartz-pyrite veins with well developed ankerite, sericite, biotite and pyrite halos. Higher-grade gold mineralisation (>10 g/t Au) is associated with narrow shear zones containing quartz-arsenopyrite-pyrite veins that cross cut veining and alteration associated with medium-grade mineralisation. Previous explorers (Clark, 1988) drew parallels between the associations of gold mineralisation within the iron-rich members of the Glandore Sill to the Golden Mile Dolerite in Kalgoorlie.

6.3.2.3 Regolith Much of the project area is covered by the Lake Yindarlgooda salt lake, adjacent mud flats and dunes. Previous exploration drilling on the lake surface has intersected a thin, generally less than 0.8-m-thick layer of lake sediments. Away from the lake, regolith is generally limited to a relatively thin veneer of transported cover.

6.3.3 Previous Mining The Glandore Project tenements cover a number of historic gold mines from which Kelly (1954) reports that gold production totalled approximately 1,139 ounces (Table 2). In addition, a number of larger, high-grade historic mines are located proximal to the Glandore project. Historic gold mines in the Glandore region include the Bulong mining area, approximately 10km west of the project, which produced an estimated 80,000 ounces of gold from two sub-parallel lines of workings, and the Jarvis deposit, to the northeast of Bulong, which produced approximately 22,000 ounces of gold (Kelly, 1954). At the Morelands Find mining centre, within the southern portion of the Glandore Project, mineralisation occurs within a sequence of dolerites, gabbros and basalts adjacent to an anticlinal axis. At the main “Sweet Nell” group of workings which is excised from the

For personal use only use personal For Glandore Project by a small lease, Kelly (1954) reported that gold was mined from narrow sub-vertical quartz veins which produced 980 ounces of gold from ore grading 74.8 g/t.

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Table 2: Historic Production from Glandore Project

Lease Name and (Years) Tonnes Ore Gold Grade (g/t Au) Contained Gold (Oz) Ninety Eight Leases (1898 – 1903) 594 39.18 748 (plus dollied gold) 127 Pyrites King (1899 – 1905) 10 30.3 10 Golden Lake (1904) 10 20.3 7 Mount Craig (1897) 12 24.66 10 Jillian (1983) 12 3.916 2 Lake Consols (1935 – 1936) 152 21.58 105 Sunrise/Grunts Mine (1899 – 1935) 104 38.61 129 Lady Ann (1899) 20 1.35 1

6.3.4 Previous Exploration Recent exploration of the project area for gold began in 1986, and has included geochemical sampling, geophysical surveys and RAB, RC, aircore and diamond drilling for a total of approximately 815 holes for around 41,230 m of drilling. The following summary of exploration activities excludes some minor early programmes, such as reconnaissance rock chip sampling, which have been superseded by more comprehensive newer work, and several small phases of nickel exploration of limited relevance to gold mineralisation.

Melbourne Exploration NL/Lynas Gold NL (1986-1989) Work completed by Melbourne Exploration NL and Lynas Gold NL in the Glandore area included geological mapping, rock chip sampling, costean mapping and sampling, shallow RAB and RC drilling. At least 1,240 m were drilled in some 38 holes. The location of holes from this phase of exploration is uncertain, with digital databases showing substantially different coordinates to historic reports and field investigations. Tabulated significant intercepts include only holes for which locations could be estimated. A programme of surveying is likely to be required before these holes could be used for targeting future exploration.

Western Mining Corporation Limited (1989-1995) Western Mining Corporation Limited (WMC) performed the largest amount of work of previous explorers. WMC’s exploration activities concentrated on the Axial Planar Fault Zone and included geophysical surveys, geochemical auger and soil sampling, aircore, RC and diamond drilling to a maximum of 405 m depth. A total of 22,307 m was drilled in 450 holes.

Anglo Gold Australia Limited (2000-2003) Exploration completed by Anglo Gold Limited (Anglo) included geological mapping, a high-resolution aeromagnetic survey, auger sampling, RAB, aircore, RC and diamond drilling and Total Field Magneto-Metric Resistivity (TFMMR) geophysical surveys. More than 9000 m were drilled in more than 140 holes. Anglo’s auger sampling which tested an area of transported cover on the western side of the project area at 50 by 200 m spacing, showed several zones of anomalous gold values associated with the Central Fault Zone over a two-km strike length. Limited follow-up RAB drilling failed to return economically significant results. Although Anglo’s RC and diamond drilling around the Axial Planar Fault and Eastern Lode Zones gave some significant mineralisation, results were generally lower than WMC’s earlier drilling. The results were interpreted to suggest that the axial planar fault mineralisation decreases in intensity to the south, and that the Eastern Zone has been terminated to the north by a later diorite intrusion. Surface sampling and aircore drilling (21 holes for 355 m) within P25/1635 failed to yield any assay results of significance. Although Anglo concluded that the magnitude of the project’s resource potential was insufficient to satisfy their corporate

requirements, they considered there was some potential to discover significant mineralisation in the area (Newton & Kneeshaw, 2003). For personal use only use personal For

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Hemisphere Resources Limited (2007-2009) Hemisphere undertook several programmes of RC drilling to investigate mineralisation associated with the Supergene, Axial Planar Fault and Eastern Lode Zones which confirmed the presence of gold mineralisation in these areas. A total of 4,178 m was drilled in 73 holes. In addition to drilling, Hemisphere conducted in-house three-dimensional modelling resulting in the identification of additional exploration targets.

6.3.5 Advanced Exploration Areas 6.3.5.1 Axial Planar Fault Zone Lake-based aircore, RC and diamond drilling by WMC, Anglo and Hemisphere have all intersected a relatively continuous zone of steeply southwest-dipping gold mineralisation within the dolerite sill beneath Lake Yindarlgooda. The mineralisation is interpreted to be associated with an axial planar fault. Gold mineralisation associated with the Axial Planar Fault Zone has been intersected by drilling over a strike length of approximately 400 m, to a maximum depth of around 150 m below surface and is open at depth. Drilling to date suggests that gold has been depleted in the upper approximately 30 m of weathered rock and has been locally dispersed as a thin low-grade supergene blanket. Below this zone of depletion, gold grades generally range from 1 to 10 g/t over down-hole lengths of 0.5 to 2 m, although mineralisation can exceed these widths in places. Drill holes and significant intersections in the Axial Planar Fault Zone are shown in Figures 6 and 7, and show an interpreted cross section of the mineralisation. Table 3 lists significant intersections from drilling by Hemisphere and previous explorers.

Table 3: Axial Planar Fault Zone Significant Intersections Drill Hole Location (GDA 94) Orient. (Dip/Az) Down Hole Intercept Comment GDJC183 6,595,857 mN 391,857 mE Vertical 4m @ 1.36 g/t from 20m WMC GDJD259 6,595,857 mN 391,777 mE 60/090 0.6m @ 6.80 g/t from 68.2m WMC 1996 GDJD260 6,595,857 mN 391,757 mE 60/090 3.3m @ 1.97 g/t from 90.7m WMC 1996 GDJD336 6,595,783 mN 391,840 mE 60/000 10.25m @ 10.3 g/t from 58m WMC 1996 GDJD339 6,595,804 mN 391,781 mE 60/090 1.0m @ 10.9 g/t from 103.9m WMC 1996 GDJD340 6,595,763 mN 391,839 mE 59/000 4.8m @ 2.84 g/t from 81m WMC 1996 GDJD341 6,595,743 mN 391,839 mE 60/000 1.7m @ 3.30 g/t from 105.7m WMC 1996 GDJD342 6,595,723 mN 391,838 mE 60/000 2.75m @ 2.57 g/t from 125.8m WMC 1996 GDJD343 6,595,805 mN 391,797 mE 60/000 1.2m @ 12.5 g/t from 92.5m WMC 1996 GDJD344 6,595,800 mN 391,840 mE 60/000 6.0m @ 1.79 g/t from 54m WMC 1996 incl 2.5m @ 2.88 g/t from 57m GDJD345 6,595,846 mN 391,796 mE 60/000 3.3m @ 0.86 g/t from 55.7m and WMC 1996 0.8m @ 3.89 g/t from 62.1m GDJD348 6,595,867 mN 391,797 mE 60/000 1.6m @ 3.61 g/t from 48.4m WMC 1996 GDJD353 6,595,727 mN 391,796 mE 60/000 3.9m @ 1.23 g/t from 167.1m WMC 1996 GDJD81 6,596,056 mN 391,677 mE 60/270 7m @ 2.61 g/t from 49m, WMC 1996 10m @ 1.55 g/t from 88m and

3m @ 4.63 g/t from 106m EGRC002 6,595,683 mN 391,868 mE 60/050 2m @ 2.21 g/t from 100m Anglo 2002 HGRC032 6,595,746 mN 391,816 mE 60/055 1m @ 1.01 g/t from 96m and Hemisphere 2008 4m @ 18.8 g/t from 103m

HGRC034 6,595,788 mN 391,842 mE 60/055 3m @ 0.93 g/t from 42m Hemisphere 2008 For personal use only use personal For

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Figure 6: Axial Planar Fault Zone Plan View of Drilling

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Figure 7: Axial Planar Fault Zone Cross Section For personal use only use personal For

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6.3.5.2 Supergene Zone Drilling by AngloGold, WMC and Hemisphere shows a relatively flat-lying zone of supergene gold mineralisation occurring beneath lake sediments of Lake Yindarlgooda. This Supergene Zone is located approximately 120 m southeast of the Axial Planar Fault mineralised zone. Later drilling by Hemisphere intersected deeper primary mineralisation in this area. Although the deeper mineralisation is not supergene in nature, the name Supergene has been retained for consistency with previous reports. The Supergene Zone has been intersected over an area of approximately 50 by 130 m (Figures 8 and 9). Significant intercepts from this area are listed in Table 4.

Table 4: Supergene Zone Significant Intersections

Hole Location (GDA 94) Orient. (Dip/Az) Down Hole Intercept Phase EGRC003 6,595,652 mN 391,827 mE 60/060 4m @ 2.04 g/t from 14m Anglo 2002 EGRC004 6,595,623 mN 391,786 mE 59/050 20m @ 4.53 g/t from 12m incl Anglo 2002 8m @ 10.4 g/t from 18m incl 6m @ 13.4 g/t from 18m GDJD329 6,595,577 mN 391,777 mE 59/088 6m @ 1.17 g/t from 7m WMC 1996 GDJC290 6,595,577 mN 391,816 mE Vertical 6m @ 1.04 g/t from 10m WMC 1996 GDJC357 6,595,536 mN 391,776 mE Vertical 4m @ 1.06 g/t from 6m and WMC 1996 6m @ 0.76 g/t from 16m GDJC363 6,595,618 mN 391,817 mE Vertical 4m @ 1.06 g/t from 20m WMC 1996 GDJC289 6,595,575 mN 391,776 mE Vertical 8m @ 0.72g/t from 8m WMC 1996 GDJC364 6,595,618 mN 391,777 mE Vertical 12m @ 0.53 g/t from 18m and WMC 1996 6m @ 2.83 g/t from 32m HGRC014 6,595,637 mN 391,777 mE Vertical 9m @ 8.37g/t from 17m Hemisphere 2007 HGRC017 6,595,623 mN 391,787 mE 60/060 1m @ 1.73 g/t from 11m, Hemisphere 2007 9m @ 3.43 g./t from 15 m and 8m @ 1.6 g/t from 30m HGRC105 6,595,667 mN 391,786 mE Vertical 2m @ 1.17 g/t from 19m Hemisphere 2008 HGRC106 6,595,656 mN 391,773 mE Vertical 3m @ 2.42 g/t from 9m Hemisphere 2008 HGRC107 6,595,649 mN 391,763 mE Vertical 2m @ 43.4 g/t from 38m Hemisphere 2008 HGRC117 6,595,592 mN 391,770 mE 60/050 5m @ 4.99 g/t from 36m, Hemisphere 2008 1m @ 1.28 g/t from 55m and 5m @ 2.54 g/t from 65m HGRC118 6,595,598 mN 391,756 mE 60/050 4m @ 0.82 g/t from 1m and Hemisphere 2008 4m @ 1.25 g/t from 38m HGRC120 6,595,630 mN 391,739 mE 60/050 1m @ 1.22 g/t from 16m Hemisphere 2008 HGRC121 6,595,645 mN 391,733 mE 60/050 1m @ 1.43 g/t from 20m Hemisphere 2008 HGRC130 6,595,649 mN 391,763 mE Vertical 12m @ 0.51 g/t from 15m incl Hemisphere 2008 3m @ 1.26 g/t from 15m HGRC124 6,595,572 mN 391,781 mE 60/050 2m @ 6.07g/t from 72m Hemisphere 2009 HGRC125 6,595,569 mN 391,793 mE 60/050 1m @ 1.19 g/t from 19m and Hemisphere 2009 2m @ 2.38 g/t from 25m HGRC131 6,595,579 mN 391,778 mE 60/050 15m @ 0.81 g/t from 5m incl Hemisphere 2009

7m @ 1.07g/t from 9m For personal use only use personal For

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Figure 8: Supergene Zone Mineralised Intercepts For personal use only use personal For

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Figure 9: Supergene Zone Cross Section B-B’ For personal use only use personal For

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6.3.5.3 Eastern Lode Zone The Eastern Lode Zone is an apparently relatively continuous zone of moderately east-dipping shear hosted mineralisation within the melano-diorite phase of the Glandore Sill. Mineralisation related to the Eastern Lode Zone has been identified on the eastern limb of the anticline to date. Significant drill intercepts in the Eastern Lode area are listed in Table 5. RC and diamond holes drilled by WMC and Anglo show intersections in the Eastern Lode Zone ranging from 1 to 13 m down hole at gold grades of between 0.8 to 6.6 g/t. Many of the holes intersecting the Eastern Lode Zone were drilled obliquely to the east and down the dip of the structure. The continuity of subsidiary mineralisation intersected in this area is yet to be established. The northern part of the Eastern Lode Zone has been broadly defined over a strike length of approximately 400 m drilled on 100 to 150 m spaced sections. The northern extent of this zone is interpreted to be truncated by a granite intrusion and the southern extent is yet to be closed off. Broad spaced drilling along the southern extension suggests that Eastern Lode Zone mineralisation may continue for a further 800 m south of the better understood northern portion giving an overall strike length of around 1.2 km. Drill intercepts which appear to be associated with the Eastern Lode Zone include WMC aircore holes GDJC378 and GDJC386 drilled on Lake Yindarlgooda which are both mineralised at the hole with intercepts of 3 m @ 3.20 g/t, and 1 m @ 1.83 g/t respectively. Hemisphere’s intercepts of 4 m @ 1.41 g/t and 1 m @ 2.20 g/t in HGRC141 and HGRC143 respectively may suggest a previously unidentified zone of hanging wall mineralisation.

Table 5: Eastern Lode Zone Significant Intersections Hole Location (GDA 94) Orient. (Dip/Az) Down Hole Intercept Phase EGRC005 6,595,594 mN 391,993 mE 60/060 10m @ 3.05 g/t from 150m incl Anglo 2002 3m @ 6.5 g/t from 155m EGRC006 6,595,564 mN 391,952 mE 59/050 2m @ 3.08 g/t from 118m Anglo 2002 EGRC014 6,595,345 mN 392,169 mE 60/060 12m @ 1.2 g/t from 166m Anglo 2002 EGRC015 6,595,304 mN 392,115 mE 59/050 1m @ 1.82 g/t from 72m and Anglo 2002 10m @ 1.33 g/t from 82m EGRC021 6,595,498 mN 391,123 mE 60/060 13m @ 2.12 g/t from 118m Anglo 2002 EGRC024 6,595,364 mN 392,195 mE 60/060 10m @ 2.2 g/t from 198m Anglo 2002 EGRC026 6,595,551 mN 392,195 mE 61/230 2m @ 1.70 g/t from 96m and Anglo 2002 8m @ 1.85 g/t from 106m EGRC027 6,595,362 mN 392,198 mE 60/230 7m @ 1.19 g/t from 95m Anglo 2002 EGRC030 6,595,257 mN 392,288 mE 60/270 2m @ 6.62 g/t from 142m Anglo 2002 6m @ 1.05 g/t from 149m EGRC032 6,595,158 mN 392,337 mE 60/270 2m @ 1.32 g/t from 186m Anglo 2002 EGRC034 6,594,061 mN 392,338 mE 60/270 3m @ 1.23 g/t from 175m Anglo 2002 GDJC38 6,595,257 mN 392,137 mE 60/270 6m @ 2.08 g/t from 27m WMC 1996 GDJC40 6,595,156 mN 391,096 mE 60/270 6m @ 1.33 g/t from 34m WMC 1996 GDJC378 6,594,457 mN 392,137 mE Vertical 8m @ 0.76 g/t from 2m WMC 1996 2m @ 3.20 g/t from 30m (to EOH) GDJC386 6,594,382 mN 392,256 mE Vertical 1m @ 1.83 g/t from 24m (to EOH) WMC 1996 GDJD104 6,595,556 mN 392,136 mE 60/270 11m @ 1.77 g/t from 72m, Anglo 2002 2m @ 2.35 g/t from 115m and 3m @ 1.72 g/t from 128m GDJD107 6595,356 mN 392,255 mE 60/270 5m @ 2.21 g/t from 126m Anglo 2002 GDJD334 6595,555 mN 392,176 mE 61/270 4m @ 1.29 g/t from 50m, Anglo 2002 2.2m @ 1.53 g/t from 102m and For personal use only use personal For 2.2m @ 1.53 g/t from 102m HGRC141 6,595,517 mN 392,108 mE 60/050 1m @ 1.77 g/t from 19m and Hemisphere 2009 4m @ 1.41 g/t from 50m (to EOH) HGRC143 6,595,586 mN 392,028 mE 60/050 2m @ 1.79 g/t from 65m and Hemisphere 2009 1m @ 2.2 g/t from 69m

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6.3.5.4 Central Fault Zone The Central Fault Zone is marked by anomalous soil sample results, coincident with a strong TFMMR conductor. A small number of wide spaced RAB, aircore and RC holes drilled by WMC and Anglo showed near-surface gold mineralisation of potentially economic significance including drill hole intercepts such as 9 m at 4.22 g/t in drill hole GDJC10. Drilling by Hemisphere in 2007 outlined further intersections (Table 6). H&S believe additional drilling would be required to define the orientation, style and tenor of Central Fault Zone mineralisation.

Table 6: Central Fault Zone Significant Intersections Hole Location (GDA 94) Orient. (Dip/Az) Down Hole Intercept Phase GDJC8 6,592,117 mN 392,322 mE 60/270 1m @ 1.06 g/t from 10 m and WMC 1996 3m @ 1.64 g/t from 16 m GDJC10 6,592,157 mN 392,317 mE 60/270 9m @ 4.22 g/t from 13 m WMC 1996 HGRC18 6,592,160 mN 392,337 mE 60/270 7m @ 2.48 g/t from 23m Hemisphere 2007 HGRC19 6,592,136 mN 392,338 mE 60/270 7m @ 1.49 g/t from 24m incl Hemisphere 2007 1m @ 3.85 g/t from 26m HGRC20 6,592,136 mN 392,325 mE 60/270 1m @ 1.88 g/t from 13m and Hemisphere 2007 4m @ 1.48 g/t from 18m HGRC21 6,592,137 mN 392,307 mE 60/270 2m @ 1.05 g/t from 14m Hemisphere 2007 HGRC22 6,592,119 mN 392,339 mE 60/270 7m @ 1.43 g/t from 24m Hemisphere 2007 HGRC24 6,592,178 mN 392,340 mE Vertical 1m @ 2.3 g/t from 21m and Hemisphere 2007

2m @ 3.99 g/t from 34m For personal use only use personal For

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6.3.6 Prospective Exploration Targets On the western limb of the anticline, historic RAB and more recent RC drilling, have shown intercepts of economically significant gold grades associated with northwest-trending faults which have been interpreted as being similar to those recorded for the Axial Planar Fault Zone. As listed in Table 7, these intercepts include 5m @ 35.8g/t Au in RAB hole GP61B along strike from the historic Lake Consols shaft, and intercepts of 1 m @ 7.6 g/t and 1 m @ 6.3 g/t in Hemisphere drill holes HGRC048 and HGRC051 respectively.

Table 7: Prospective Exploration Target Significant Intersections

Hole Location (GDA 94) Orient. (Dip/Az) Down Hole Intercept Phase GP61B 6,593,141 mN 390,937 mE 59/240 2m @ 2.32 g/t from 17 m and Melbourne 1987, RC 5m @ 35.8 g/t from 24 m GDJC17 6,593,357 mN 390,737 mE 60/270 5m @ 1.58 g/t from 23 m WMC 1996 RC EGRB108 6,593,355 mN 391,057 mE 60/090 2m @ 2.22 g/t from 13 m Anglo 2002, RAB EGRB109 6,593,357 mN 391,017 mE 60/090 1m @ 2.35 g/t from 30 m Anglo 2002, RAB EGRB138 6,594,857 mN 390,917 mE 60/090 2m @ 4.72 g/t from 3 m Anglo 2002, RAB HGRC048 6,593,055 mN 390,937 mE 60/270 1m @ 7.57 g/t from 32m Hemisphere 2008 HGRC051 6,593,026 mN 390,955 mE 60/270 1m @ 6.26 g/t from 26m Hemisphere 2008 HGRC052 6,593,086 mN 390,917 mE 60/270 1m @ 2.31 g/t from 28m Hemisphere 2008

6.3.7 Proposed Exploration Whilst it is evident that previous tenement holders for the Glandore project were exploring for large-scale gold mineralisation, Aruma’s focus will be on evaluating smaller discrete high-grade targets. Subject to successful listing on the Australian Securities Exchange, Aruma proposes to explore the Glandore project including drilling targeted at previously identified advanced exploration areas. Aruma’s modelling of the Glandore geology shows favourable lithological units intersecting numerous northwest and north trending faults. Exploration targets identified by this work include a series of relatively steep west-dipping mineralised structures intersected by a series of relatively flat easterly dipping mineralised structures with higher gold grades interpreted at the intersection of these flatter and steeper structures. At the detailed level, the targets are interpreted as being a series of regular en echelon plate or pipe-like lodes with extensive strike extension and open at depth. The Glandore exploration budget as summarised in Table 8 is drilling intensive, reflecting the advanced nature of the key targets. The proposed exploration programme will commence with a drilling program initially targeting previously identified higher-grade exploration targets with the aim of defining Mineral Resources. Principal focus will be the Axial Planar Fault, Supergene and East Lode Zones. Over the first two years it is proposed to conduct up to 14,000 m of RC and 2,000 m of diamond drilling. The proposed drilling will be accompanied by systematic geological interpretation with detailed assessment of higher-grade intercepts and geochemical anomalies, including those identified by WMC over the central dolerite, and higher-grade intercepts to develop a comprehensive model of the local structural framework and to improve understanding of the controls over gold

mineralisation in these settings. For personal use only use personal For

44 ARUMA RESOURCES LIMITED

Table 8: Glandore Exploration Budget

Year 1 Year 2 Total Geochemistry/Geophysics $30,000 $30,000 $60,000 RAB drilling $100,000 $100,000 $200,000 RC drilling $360,000 $360,000 $720,000 Diamond drilling $150,000 $150,000 $300,000 Field support $50,000 $50,000 $100,000 Geology $100,000 $200,000 $300,000 Heritage and environment $100,000 $100,000 $200,000 Technical services $40,000 $40,000 $80,000 Total $930,000 $1,030,000 $1,960,000

The above table represents expenditure based on the minimum case of $5,000,000 raised under the Prospectus. To the extent that oversubscriptions are received (that is, an amount more than $5,000,000) the net funds will be applied as follows: (a) RC drilling will increase by $390,000 in the second year (to $750,000); then (b) diamond drilling will increase by $120,000 in the second year (to $270,000); then (c) geology will increase by $100,000 in the second year (to $300,000). Total increased expenditure in the second year will be $610,000 assuming at least this net sum is raised.

The substantial amount of exploration by previous tenement holders has provided Aruma with a strong basis for planning future work. Previously identified gold mineralisation, which includes several advanced exploration targets, will allow Aruma to focus its drilling programmes on prospective areas and provide a greater chance of short-term success. Aruma’s proposed programme and budget is consistent with the objective of exploring for targets of discrete high-grade mineralisation, and is appropriately focused on targeting previously identified advanced exploration projects. The proposed budget

significantly exceeds the tenement group’s minimum statutory expenditure requirements. For personal use only use personal For

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For personal use only use personal For

Figure courtesy Aruma: Geology derived from GSWA 1:500,000 Mapping Figure 10: Kurnalpi South Project Tenements and Regional Geology

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6.4 Kurnalpi South Project 6.4.1 Introduction The Kurnalpi South Project lies approximately 100 km to the east of Kalgoorlie-Boulder and comprises three separate exploration licenses within a region approximately 30 km east-west by 65 km north-south with a combined area of 27,608 ha. The prospects within these three tenements are designated as Pinnacles South which lies within E28/1849, Mt Quin which lies within E28/1855 and Steeple Hill within E28/1833. Status of these tenements is summarised in Table 1. The project areas can be accessed from Kalgoorlie-Boulder via the all-weather gravel Kurnalpi road. Local roads and old exploration tracks provide reasonable access within the project areas. Topography of the region is generally gently undulating, with the deeply weathered bedrock overlain by colluvial sands and gravels. The Lake Yindarlgooda-Lake Roe system transects the area. No previous mining has been conducted on the tenements comprising the Kurnalpi South project. The projects have been variously and sporadically explored from the early 1970s to the mid 1980s for nickel and base metals and subsequently for gold from the early 1990s to 2007. None of Kurnalpi South has had extensive previous exploration, with previous work generally limited to surface sampling and limited RAB drilling. Aruma intends to explore the Kurnalpi South Project for gold in favourable structural and lithological settings. The following summary of exploration activities excludes some minor early programmes, such as reconnaissance rock chip sampling, which have been superseded by more comprehensive newer work, and several small phases of nickel exploration of limited relevance to gold mineralisation.

6.4.2 Regional Geological Setting The Kurnalpi South Project lies off the eastern margin of the Norseman-Wiluna Greenstone Belt in the Laverton-Karonie Greenstone belt of the Eastern Goldfields Province of the Achaean Yilgarn Craton. Bedrock lithologies of the area (Figure 10) are interpreted from public domain mapping. The following description of regional geological setting of the Kurnalpi South area is summarised from Swager (1994, 1995). The use of the term “Terrane” is required as Swager is differentiating between differing rock suites from the ultramafic-rich west to the mafic- sediment dominant eastern areas. The Kurnalpi South project lies within the Mulgabbie Terrane of the Laverton-Karonie greenstone belt which lies to the west of the Jubilee and Kurnalpi Terranes. The westernmost Jubilee Terrane is bounded to the west by the Railway Fault, to the east by the Avoca Fault (Emu Shear Zone) and consists of mafic and ultramafic volcanics. East of the Avoca Fault is the Kurnalpi Terrane, which is bounded by the Cowarna Fault (Keith Kilkenny Lineament) to the east and consists of metasedimentary rocks comprising banded iron formation and greywackes overlying mafic-felsic volcanic rocks. The Cowarna Fault separates the Kurnalpi Terrane from the easternmost Mulgabbie Terrane which comprises a sequence of mafic-felsic volcanic rocks that transition laterally to mafic- metasedimentary lithologies. Metamorphic grade of the terranes ranges from lower greenschist facies to upper amphibolite facies with increasing metamorphic grade from west to east. Each of the terranes has been intruded by granitic units, the most substantial of which is the Yindi Monzogranite within the Mulgabbie Terrane. The Cowarna Fault is intruded by a granitoid, which post dates regional folding. Proterozoic east-west dykes designated as the Celebration and Randall’s dykes crosscut the Achaean basement within the project area. The Mulgabbie Terrane hosts the Roe Shear, a 1 to 5 km wide deformation zone containing sheared mafic to felsic volcaniclastic rocks with minor interlayered slate, as well as massive felsic volcanic and volcaniclastic rocks and basalt. Some thin ultramafic units are

located in the northern and southern parts of the Mulgabbie terrane. For personal use only use personal For

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6.4.3 Regional Gold Mineralisation Gold prospectivity of the Kurnalpi district is demonstrated by the number of known gold deposits and mines in the region. The Kurnalpi South Project area lies on the Laverton-Karonie greenstone belt which extends from the Karonie-Roe Hills goldfield located some 20km to the south of the project and north through the Pinjin-Edjudina goldfields to the Wallaby-Sunrise Dam and Laverton gold centres approximately 300 km to the north. Two main historic gold-mining centres, Kurnalpi and Jubilee, occur north of the Kurnalpi South Project. Kurnalpi, which is located approximately 25 km north of the project, contains numerous small workings of alluvial gold and narrow gold-bearing quartz veins associated with shears in basalt. The Jubilee mining centre is situated approximately 15 km north of the project. At the Jubilee mining centre, gold workings are associated with the contact between sedimentary rocks and schistose ultramafics (Swager, 1995). The Karonie Mining Centre lies about 20km to the south of the project area. Historical production to 1986 from the mine was 418 ounces of gold from 1500 tonnes of ore (Kelly, 1954). Integra Mining Limited (Integra) is exploring the same greenstone belt immediately south of Aruma’s tenements as part of their Aldis Project and have reported a combined Mineral Resource estimate for several deposits in the project of 7 million tonnes at 2.2 g/t gold for 500,000 contained ounces (Cairns, 2008).

6.4.4 Pinnacles South Prospect 6.4.4.1 Introduction The Pinnacles South Prospect, with an area of 3845 ha is covered by granted exploration license E28/1849 and lies approximately 100 km east northeast of Kalgoorlie-Boulder. Although no mining has been undertaken within the project area, the historic Mulgabbie mine area with recorded production of 10,470 oz of gold from treatment of 1,481 tonnes of ore (Morris, 1994), lies approximately 15 km to the north. The prospect is located within a favourable structural setting and a major flexure within host greenstone sequences adjacent to a crustal scale lineament, and is considered prospective for gold mineralisation.

6.4.4.2 Regional Geological Setting The Pinnacles South Prospect is located on the western margin of the Laverton-Karonie greenstone belt in the eastern part of the Norseman-Wiluna belt in the Eastern Goldfields Province of the Achaean Yilgarn Craton. The project area covers a significant flexure of the regional greenstone stratigraphy (Figure 11) and straddles a major north- northeast trending regional scale shear zone that is subsidiary to, and parallel with, the Keith-Kilkenny Lineament. The Keith-Kilkenny Lineament is a feature which is spatially related to several significant gold mining centres in the northern part of the Norseman- Wiluna greenstone belt such as Sons of Gwalia, Tarmoola, Thunder Box and Wiluna (Binns et al. 1976).

6.4.4.3 Geological Setting and Mineralisation Geology of the Pinnacles South area is described by Zhang (2006, 2007) and shown in Figure 12 includes a south-western granitic batholith and greenstone units in the northwest. The greenstone units comprise a basal mafic sequence of basalts and dolerites with an upper volcaniclastic sedimentary sequence separated by a schistose felsic volcanic unit representing a major regional shear zone that is part of the Keith-Kilkenny Lineament. The relatively limited exploration to date has shown some surface anomalism but has not tested bedrock mineralisation. The presence of favourable lithologies typical of many lode-style gold deposits in the Laverton Karonie Greenstone Belt, and proximity to

major regional linear structures Zhang (2006, 2007) suggest that the area may be prospective for gold mineralisation. For personal use only use personal For

48 ARUMA RESOURCES LIMITED

Figure courtesy Aruma: Geology derived from GSWA 1:500,000 Mapping

Figure 11: Pinnacles South Regional Geology For personal use only use personal For

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Figure courtesy Aruma: Geology derived from GSWA 1:500,000 Mapping

Figure 12: Pinnacles South Prospect Geology For personal use only use personal For

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6.4.4.4 Previous Exploration A number of companies have conducted previous exploration in the general area of the Pinnacles South Prospect. The results of previous exploration are summarised as follows:

Troy Resources NL (1993-1996) Troy’s exploration activities as described by Stadler (1994), Ringrose (1995) and Dixon (1998) included reconnaissance geological mapping, rock chip sampling, soil sampling and a 100 by 400 m spaced auger sampling programme which covered the northern part of the project area. The auger sampling gave a 150 m east-west by 650 m north-south zone of anomalous gold values to the northwest of the project area. Newcrest Operations Ltd (1996-1998) As part of a joint venture with Troy Resources, Newcrest explored the Pinnacles South region and completed several programmes of surface sampling and vertical RAB drilling (Marshall, 1997; Wright and Marshall, 1997; Wright, 1998). Approximately 52 of Newcrest’s RAB holes fall within Aruma’s project area with depths ranging from 6 to 89 m and averaging approximately 45 m. Although they did not intersect significant gold grades, very few of Newcrest’s RAB holes in the project area intersect fresh rock.

Yilgarn Mining Pty Ltd (2006-07) Yilgarn Mining compiled work by previous explorers and undertook reconnaissance field investigations leading to a proposed 30 hole RAB programme testing the previously defined soil anomalies. Due to revised corporate priorities, this work was not undertaken (Zhang, 2006, 2007).

6.4.4.5 Exploration Targets The Pinnacles South prospect area is considered to be prospective for gold mineralisation as it is located within a favourable structural setting, a major flexure within host greenstone sequences adjacent to a crustal scale lineament. Previous exploration has identified a soil geochemical anomaly within this flexure zone that appears to have been inadequately tested by previous exploration

(dashed oval on Figure 12). For personal use only use personal For

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Figure 13: Pinnacles South Prospect Previous Exploration For personal use only use personal For

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6.4.5 Mt. Quin Prospect 6.4.5.1 Introduction The Mt Quin Prospect which is approximately 100 km east of Kalgoorlie-Boulder is covered by granted exploration license F28/1855 with an area of 19,741 ha.

6.4.5.2 Geological Setting and Mineralisation The Mt Quin Prospect lies in the west side of the north-south trending Karonie-Edjudina sequence of ultramafic rocks, mafic and felsic volcanics and sediments. The tenements lie on the north-east side of a late stage granitic batholith and straddle a cross cutting Proterozoic east-west dyke. A large NNE regional shear zone also passes through the western area of the lease (Figure 14). Although no mineralisation has been identified at Mt Quin, the area has had very little exploration to date. The favourable location including lithologies typical of many lode-style gold deposits in the Laverton Karonie Greenstone Belt, and proximity to major regional linear structures suggest that the area may be prospective for gold mineralisation.

6.4.5.3 Previous Exploration The area containing the prospect was initially explored for nickel in the early 1970s and then for base metals from the mid 1970s to the mid 1980s. More recent exploration has focused on gold.

Golden State Resources NL (1994-1995) Golden State’s exploration activities in the Mt Quin area included vacuum drilling for geochemical sampling of a target identified from aeromagnetic interpretation which lies to around the south margin of Aruma’s project. The drilling programme was terminated due to difficult drilling conditions (O’Hara and Berven, 1995).

Normandy Exploration Ltd (1994-1996) Exploration of Normandy’s Lorraine’s Reward project which overlapped with the southwest corner of E28/1855 is described by Perger (1996). Soil sampling on a 500 m by 500 m grid returned anomalous gold grades of up to 8 ppb over 2 km of strike. A follow up programme of 25 angled RAB holes drilled to an average depth of 45 m intersected granite in all holes and returned a maximum

gold grade of 5 ppb. For personal use only use personal For

Figure courtesy Aruma: Geology derived from GSWA 1:500,000 Mapping Figure 14: Mt. Quin Prospect Geology

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Mt Monger Gold Project Pty Ltd (1996-1999) Mt Monger Gold’s exploration of their Cowarna Rocks Project which overlapped with the southern half of Aruma’s project area is described by Jerinic (1997), Pottenger (1998) and Harris (1999). Exploration activities included interpretation of satellite imagery and aeromagnetic data, geological mapping and extensive soil sampling which covered the south-western portion of E28/1855, but did not show anomalous results in Aruma’s area.

South Kal Mines Pty Ltd (2000-2002) South Kal Mines Roe Project covered a small portion of the central area of E28/1855 to the west of the excised portion of the tenement. Auger sampling on an 80 by 320 m pattern returned a maximum gold grade of 12 ppb.

6.4.5.4 Exploration Targets Most of the Mt Quin tenement area has had very little exploration and represents an early stage exploration project. Aruma proposes to undertake grass roots exploration focused on coincident zones of shearing and elevated magnetics along the flexured western granite contact.

For personal use only use personal For Figure courtesy Aruma: Geology derived from GSWA 1:500,000 Mapping Figure 15: Steeple Hill Prospect Geology

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6.4.6 Steeple Hill Prospect 6.4.6.1 Introduction The Steeple Hill Prospect is situated 75 km southeast of Kalgoorlie is covered by granted exploration license E28/1833 with an area of 4,022 ha.

6.4.6.2 Geological Setting and Mineralisation The Steeple Hill Prospect lies in the east side of the north-northwest trending Karonie-Gindalbi sequence of mafic and felsic volcanics and sediments. The prospect lies on a felsic volcanic-mafic contact to the south-west of a late stage granitic batholith. The tenement also straddles a major north-northwest trending regional shear zone and is interpreted to have geological and geophysical similarities with the overall setting of the Kanowna Belle-Red Hill area (Figure 15). The regolith is dominated by sandy sheet-wash plains with shallow lateritic cover on the mafics in the west. Incised creek systems within the sheet-wash plains commonly expose saprock within one metre of the surface. Outcropping rocks within the hanging wall of the west-dipping Emu (Avoca) Fault Zone comprise intercalated mafic, felsic and metasedimentary units with minor ultramafic, chert, black shale, quartz-feldspar porphyry and medium- to coarse-grained mafic units. There is no known mineralisation in the lease area. At the Kurnalpi Mining centre some 15 km to the north gold mineralisation is associated with quartz veins in narrow shears within basalts and at lithological contacts (Swager, 1995). Aruma consider that the most prospective regions of the Steeple Hill project include the contact between mafic and felsic volcanics and the internal mafic dykes, in areas of the EW and NE magnetic zones and the NNW shear zones.

6.4.6.3 Previous Exploration Several companies have sporadically explored the Steeple Hill area for gold since 1990. Nickel and base metal exploration of the general Steeple Hill area during the 1980s did not include any significant work within the tenement area and is not reported here.

CRA Exploration Pty Ltd (1990-1993) Although primarily focused on base metals, CRA’s exploration of their Big Dam project which encompassed most of the eastern segment of E28/1833 included routine analysing for gold and is described by Davies and Cotton (1994). Auger sampling over an interpreted EM conductor covered the majority of the tenement area at 50 by 400 m spacing and returned a maximum gold grade of 32 ppb which was considered insignificant by CRA. No elevated gold grades were reported for a single 196 m deep diamond hole drilled around the eastern margin of E28/1833.

Mt Kersey Mining NL (1994-2001) Mt Kersey’s exploration of their Big Dam Project area which encompassed most of the western segment of E28/1833 is described by Lewis (1996), Howland (1998), Carnes, (1998) and Horvath (1999). Mt Kersey interpreted aeromagnetic data to suggest that the tenement was intersected by a regional shear zone associated with mineralisation at Kurnalpi. Their field work included limited rock chip sampling and a small area of soil sampling, neither of which returned significant gold grades.

Mt Monger Gold Project Pty Ltd (1996-1999) Mt Monger Gold’s exploration of their Cowarna Rocks Project which overlapped with the southeast corner of the eastern segment of E28/1833 is described by Jerinic (1997) and Pottenger (1998). Field work within the area of Aruma’s tenement was limited to reconnaissance mapping and a single rock chip sample.

North Ltd (1998-1999) North’s Cowarna Rocks project overlapped with the western half of the eastern segment of E28/1833. Field work within the area covered by Aruma’s tenement as described by Ion et al. (1999) included auger sampling which returned two zones of anomalous gold

grades of 10 to 30 ppb. For personal use only use personal For

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Croesus Mining (1999-2000) Croesus followed up the soil anomalies identified by North (Siggs, 2000a, 2000b) with 16 vertical RAB holes which ranged in depth from 7 to 77 m and averaged 40 m deep. This drilling returned a single anomalous gold grade of 5m @ 0.16 g/t from 30 m in hole CORB146 around the northern margin of Aruma’s tenement.

Teck-Cominco Australia Pty Ltd (2005-2006) Although Teck’s Kalgoorlie East Project included two tenements which overlapped large portions of E28/1833, Teck’s field work as described by Griggs (2005) and Tillick (2006a, 2006b, 2007) covered only relatively small areas of Aruma’s tenement. Soil and follow up auger sampling showed an 18 to 21 ppb anomaly extending over two 500 m spaced soil sampling lines in the southern central portion of Aruma’s tenement. Subsequent RAB drilling totalling 51 drill holes on a 100 by 200 m pattern returned a single anomalous gold intersection of 1 m @ 0.3 g/t from 39-40 m in hole KERB69.

6.4.7 Proposed Exploration Programme Subject to successful listing on the Australian Securities Exchange, Aruma proposes to explore the Kurnalpi South Project by reconnaissance methods followed by drilling where appropriate of suitable targets identified during the reconnaissance and through a search of previous exploration results. Conceptual targets identified may also be drilled at this time. This work will be accompanied by systematic geological interpretation to develop a model of the local structural framework. The summary of the Kurnalpi South Project exploration budget is presented in Table 9 and will not change in the event of oversubscription under the Prospectus.

Table 9: Kurnalpi South Exploration Budget Year 1 Year 2 Total Geochemistry/Geophysics $20,000 $20,000 $40,000 RAB drilling $60,000 $100,000 $160,000 RC drilling - - - Diamond drilling - - - Field support $60,000 $60,000 $120,000 Geology $80,000 $80,000 $160,000 Heritage and environment $40,000 $40,000 $80,000 Technical services $40,000 $40,000 $80,000 Total $300,000 $340,000 $640,000

Aruma’s proposed exploration programme and budget are consistent with the conceptual exploration targets and significantly exceed the tenements’ minimum statutory expenditure requirements.

H&S believe that the proposed budget is sufficient to effectively test previously identified targets for gold mineralisation. For personal use only use personal For

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6.5 Laverton East Project 6.5.1 Introduction The Laverton East Project comprises five granted prospecting licences covering an area of 9.2 km2 in the north-eastern Goldfields region of Western Australia and is approximately 20km east of Laverton (Figure 16). Status of the Laverton East tenements is shown in Table 1. Access from Laverton to the project area is via the Cosmo Newberry all-weather gravel road and established station tracks. Topography of the area is generally gently undulating with little outcrop. Vegetation is generally sparse and dominated by low mulga scrub. The outcrop is weathered bedrock overlain by colluvial sands and gravels. Bedrock lithologies of the general project area have been interpreted as a north-northwest trending sequence of ultramafic and mafic rocks with minor sedimentary units and late stage granitic intrusions. No previous mining has been reported for the tenements.

6.5.2 Regional Geological Setting and Gold Mineralisation The Laverton East Project lies on the eastern margin of the Laverton-Karonie Greenstone Belt and is located to the east of the Duketon

Shear in the Laverton Tectonic Zone. For personal use only use personal For

Figure 16: Laverton East Project regional geology and mineralisation

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Regional geology of the project area (Goleby et al., 2005) is dominated by north-northwest trending mafic volcanics interspersed with narrow bands of ultramafics and volcanogenic sediments. There are numerous intrusives in the general area including the Hanns Camp Syenite Complex in the west side of the project. The Diorite Hill Layered Intrusive Complex on the eastern portion of the project. East west trending dolerite dykes crosscut the sequence as a result of north-south extension during the Proterozoic. Gold prospectivity of the Laverton district is demonstrated by the number of known gold deposits and mines in the region. Major gold mines in the Laverton region include the Granny Smith, Sunrise Dam and Wallaby gold mines (Figure 16). With discovery dates of 1979 to 1997 (Gray, Linter and Butt, 2005, Gray and Britt, 2005, Coggon, 2003), these are relatively recent discoveries attesting to the exploration potential of the Laverton region. The area to the east of Laverton has generally a greater degree of recent cover than the Laverton area and has not been prospected as thoroughly as the Laverton area. A1 Minerals Limited Alpha and Beta projects, with mineral resources of 134,000 and 266,000 ounces respectively (A1 Minerals, 2008), lie within the Laverton Greenstone Belt approximately 20 to 30 km to the south of the Laverton East project. Aruma interpret these projects to lie within the same structural corridor as the Laverton East project. A1 Minerals have reported additional recent discoveries in this belt (Williams, 2009), which appear to have been made in a range of geological environments. The Mikado gold deposit which lies approximately 25 km to the south-southeast of the Laverton East project was mined historically as a high-grade underground, and more recently as a lower-grade open pit (Williams, 2005).

Figure courtesy Aruma: Geology derived from GSWA 1:500,000 Mapping

Figure 17: Laverton East Project Geology For personal use only use personal For

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6.5.3 Project geology Geology of the Laverton East Project area has been described in detail by both Williams et al. (1976) and Hallberg (1985). The Laverton East project area lies on the western boundary of a layered ultramafic – mafic complex comprising the northern extremity of the Diorite Hill Layered Sill Complex (DHLSC) and a strike parallel peridotite unit stratigraphically one km below (to the west of) the main DHLSC body. These units are generally deeply weathered with limited outcrop of bedrock units, with surface expressions dominated by lateritic duricrust and transported alluvial silts. Several granitic units mostly comprising medium-grained massive biotite bearing monzogranites have been mapped on the project area. Numerous faults inferred from Landsat images cross cut the project stratigraphy. Bedrock geology interpreted from government geological mapping is shown in Figure 17. Mapping by the Geological Survey of Western Australia shows that a late stage granite contact is located two km to the west and that the project tenements cover a contact zone between mafic rocks and a late-stage granitic stock. Moreover, late-stage granite intrusive is located 15 km to the south which is considered important for gold mineralisation. The Mikado mine is hosted by this late-stage granitic intrusive. A further granitic contact zone is located north of the Laverton East Project.

6.5.4 Previous Exploration Modern exploration of the general Laverton East Project area commenced in the late 1960s. Initial exploration during the late 1960s and early 1970s targeted base metals and platinum group elements and is not relevant to this report. More recent exploration activities within the project area include regolith, auger and RAB sampling with limited rock chip sampling by Hemisphere during 2009.

CRA Exploration Ltd (1993-1996) CRA explored the Laverton East area as part of a larger exploration project designated as the Granite Well project, which is described by Lennox and Maniw, 1994, Healy, 1995, Humphries 1996a and Humphries 1996b. Reconnaissance regolith sampling at 1 km by 1 km spacing over an aeromagnetic anomaly interpreted to represent an elongate slither of ultramafic rocks returned anomalous gold values. Follow up auger samples gave anomalous gold grades in the northwest of the current project area. CRA interpreted the discontinuity of the anomaly to reflect variability of the surficial sediments in this area. RAB drilling undertaken by CRA in 1994 sampled areas in the northwest and southeast of the project area at 100 by 400 metre spacing with traverses oriented towards the northeast. The drilling programme comprised 76 RAB holes which were drilled to depths ranging from 8 to 53 m and averaging 28 m. Approximately three quarters of these holes fall within Aruma’s tenement package including the five holes which returned anomalous gold assay grades (Table 10).

Table 10: Laverton East CRA RAB Drilling Results

Hole Approximate Location (GDA 94) Down Hole Intercept Phase GWR216 458,707 mE 6,838,028 mN 1m @ 0.10 g/t from 26m CRA 1994 GWR217 458,637 mE 6,837,959 mN 4m @ 0.30 g/t from 4m CRA 1994 GWR229 458,847 mE 6,837,619 mN 4m @ 0.41 g/t from 36m CRA 1994 GWR232 458,647 mE 6,837,409 mN 1m @ 0.11 g/t from 30m CRA 1994 GWR242 459,567 mE 6,837,769 mN 4m @ 0.13 g/t from 32m CRA 1994

Aarex Resources NL (1997-1998) Aarex Resources’ exploration of their Barnicoat project which overlaps with the Laverton East Project as described by Moeller, 1998 comprised a review of available sampling data, data compilation and geological reconnaissance. This review indicated that previously defined anomalies had never been followed up. These included coincident Pt-Pd of 41 ppb and 26 ppb respectively and Cu and Zn anomalies of 600 ppm and 450 ppm respectively.

Aarex did not undertake any substantial field work and relinquished the tenement. For personal use only use personal For

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NiWest Ltd (2001-2002) During 2001 and 2002, NiWest Ltd evaluated the potential of ultramafic units within the project area to host laterite nickel cobalt mineralisation. NiWest’s field activities as described by Goertz, 2002 included drilling four aircore holes for a total of 109 m testing targets interpreted from geological and aeromagnetic data in conjunction with historic data review and field assessment. This drilling failed to locate any lateritic nickel-cobalt mineralisation and NiWest relinquished the option in 2002.

Hemisphere Resources (2009) Hemisphere Resources undertook field reconnaissance of the project area which included collection of 84 rock chip samples of material visually estimated to be mineralised. This included 20 samples where GPS locations were not recorded. Table 11 lists results for samples for which GPS coordinates were recorded and anomalous gold grades are displayed in Figure 18. Table 11: Laverton East Project - Chip Sampling Results

Sample Easting Northing Au g/t Sample Easting Northing Au g/t B1 460,067 6,837,969 <0.01 C15 458,654 6,839,149 <0.01 B2 460,109 6,837,822 0.01 C16 458,925 6,839,150 <0.01 B3 460,003 6,837,769 0.18 C17 459,197 6,839,151 <0.01 B4 459,854 6,837,744 <0.01 C18 459,469 6,839,152 <0.01 B5 459,734 6,837,747 0.24 C19 459,740 6,839,153 <0.01 B6 459,634 6,837,771 <0.01 C20 459,293 6,837,995 <0.01 B7 459,419 6,837,743 0.02 D1 460,401 6,838,109 <0.01 B8 459,289 6,837,721 <0.01 D2 460,397 6,837,801 <0.01 B9 459,096 6,837,751 <0.01 D3 460,398 6,837,494 <0.01 B10 458,936 6,837,753 0.02 D4 460,399 6,837,186 <0.01 B11 458,827 6,837,737 0.02 D5 460,416 6,836,872 <0.01 B12 458,713 6,837,740 0.09 D6 460,406 6,836,570 <0.01 B13 458,626 6,837,731 <0.01 D7 460,404 6,836,407 <0.01 B15 460,051 6,836,455 0.10 D8 460,402 6,836,263 0.04 B16 459,907 6,836,507 0.14 D12 460,407 6,836,392 0.02 B17 459,423 6,836,558 0.41 D13 460,372 6,836,946 <0.01 B18 460,086 6,837,216 0.06 D14 460,371 6,837,457 <0.01 B19 460,219 6,837,297 0.09 E1 461,762 6,836,366 <0.01 B20 460,442 6,837,158 0.49 E2 461,874 6,836,175 <0.01 C1 459,889 6,838,409 0.15 E3 461,874 6,836,268 0.26 C2 459,688 6,838,408 0.16 E4 461,875 6,835,960 0.01 C3 459,574 6,838,402 0.15 E5 461,871 6,835,643 0.03 C4 459,474 6,838,414 <0.01 E6 461,877 6,835,344 0.14 C5 459,362 6,838,407 <0.01 E7 461,875 6,835,037 <0.01 C6 459,254 6,838,404 <0.01 E8 461,876 6,834,729 0.02 C7 458,985 6,838,406 <0.01 E9 462,003 6,834,877 <0.01 C8 458,765 6,838,411 <0.01 E10 462,255 6,835,192 0.08 C9 458,659 6,838,405 <0.01 E11 462,257 6,835,493 <0.01 C10 459,795 6,839,030 <0.01 E12 462,261 6,835,703 0.04 C11 459,523 6,839,029 <0.01 E13 462,252 6,836,059 0.02 C12 458,708 6,839,026 <0.01 E14 461,868 6,836,378 <0.01

C13 458,708 6,839,026 <0.01 E15 461,670 6,836,230 0.25 For personal use only use personal For

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6.5.5 Proposed Exploration Programme Aruma proposes to explore the Laverton East Project by targeting areas untested by previous companies. It is anticipated that remote sensing including hyper spectral thermal mineral imaging (Hyvista) will be used to aid targeting of ground-based geochemical and geophysical surveys. Identified targets will be followed by RAB drilling. The Laverton East Project exploration budget is summarised in Table 12 and will not change in the event of oversubscription under the Prospectus.

Table 12: Laverton East Exploration Budget Year 1 Year 2 Total Geophysical/Geochemistry $12,000 $3,000 $15,000 RAB drilling $36,000 $42,000 $78,000 RC drilling $15,000 $15,000 $30,000 Diamond drilling - - - Field support $30,000 $30,000 $60,000 Geology $40,000 $40,000 $80,000 Heritage and environment $20,000 $20,000 $40,000 Technical services $20,000 $20,000 $40,000 Total $173,000 $170,000 $343,000

Aruma’s proposed exploration programme and budget is consistent with conceptual exploration targets, and H&S believe the proposed budget is sufficient to effectively test previously identified targets for gold mineralisation. The budget significantly exceeds

the tenement’s minimum statutory expenditure requirements. For personal use only use personal For Figure 18: Laverton East Project significant rock chip results

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Figure courtesy Aruma: Geology derived from GSWA 1:500,000 Mapping

Figure 19: Jundee South Project Geology and location For personal use only use personal For

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6.6 Jundee South Project 6.6.1 Introduction The Jundee South Project comprises one exploration license application (ELA53/1461) which covers 4,296 ha (Table 1) approximately 50 km to the east of Wiluna. Access from Wiluna to the project is via the Jundee all-weather gravel road together with local and exploration survey tracks (Figure 19). Topography of the project area is generally flat. On a regional scale, the Jundee goldfield is part of a line of anomalies and prospects on an inferred zone trending southeast for 80 km. The nature of this trend is not well understood. Outcrop in the Jundee area is sparse, weathering is extensive, and much of the area is covered by transported material. As far as can be ascertained, no previous mining has been conducted on the tenement. The project has been sporadically explored since 1987 by surface sampling, RAB and aircore drilling. Aruma intends to explore the Jundee South project for gold in structural and lithologically favourable zones. This will be guided by a regional study of the known controls over gold mineralisation with reference to previous work.

6.6.2 Geological Setting Geological setting of the Jundee South Project is described by Howland (1999, 2000) and Peachy (2005). The Yandal greenstone belt in the northeast part of the Yilgarn Block is up to 30 km wide, elongate north-northwest, with Achaean granitoids on the east and west flanks. Some granitoids occur within the belt. In the northern part of the Yandal belt around Jundee, the oldest components are inferred to be banded iron formation (BIF) and ultramafic to mafic rocks. These form a recognisable, linear magnetic unit of 80 km strike length on the western margin of the belt, and are juxtaposed against mylonitic granitic rocks to the west. East of this is a mafic sequence dominated by tholeiitic and high- magnesium basalt and dolerite, with minor sediments. Overlying the mafic-rich package is an upper greenstone sequence dominated by felsic to intermediate volcanic rocks with minor chert, basalt and shale. The upper greenstone sequence contains a few discrete horizons of felsic volcanic composition, but the majority is more andesitic. Jundee is close to the eastern contact of the upper greenstone sequence with the ultramafic to mafic sequence. With the exception of some dykes, all components of the greenstone belt are regionally metamorphosed. The metamorphic grade in the Jundee South area is lower greenschist facies. Local geology of the Jundee South Project area as shown in Figure 19 is interpreted to comprise a sequence of northwest-trending felsic sediments and mafics.

6.6.3 Regional Gold Mineralisation There are few old gold workings in the Yandal belt compared to many other Achaean greenstone belts of WA. This lack of success by early prospectors, despite the proximity to major gold mining centres of Wiluna and Leonora, can be attributed to the thick blanket of alluvial cover over much of the belt, obscuring the prospective greenstone rocks. Despite very limited exploration prior to 1990, between 1990 and 1997 gold deposits totalling 12 million ounces were discovered in the Yandal belt (Phillips, Vearncombe and Eshuys, 1998). Gold prospectivity of the Jundee South area is demonstrated by the number of gold deposits and mines in the region such as Gourdis to the southeast and the relatively recently discovered Jundee deposit to the northwest of the project area respectively. The Jundee South Project lies directly between these two mines.

6.6.4 Previous Exploration Since 1987 the Jundee South Project area has been subjected to several phases of exploration including geological mapping, stream sediment, soil and lag sampling, geophysical surveys, and wide spaced RAB and minor aircore drilling.

BHP-Utah Minerals (1987-1988) For personal use only use personal For BHP’s exploration of their Jonch Bore project which encompassed the current project area is described by Wong, 1989. Reconnaissance sampling was followed with rock chip, auger and BLEG soil sampling which sampled areas of transported cover at a spacing of 100 by 400 m and returned a marginally anomalous zone of approximately 4 ppb gold.

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Figure 20: Jundee South Project historic Drilling and Target Geology

The BLEG anomaly and a target identified from regional aeromagnetic surveys were tested by 26 vertical RAB holes which were drilled to an average depth of 20 m and failed to intersect any significant gold mineralisation. BHP utilised a local grid for their sampling programmes, and the precise locations of their drilling and sampling relative to the current project area has not yet been established. However, BHP’s work provides only a small proportion of the information available for the tenement, and does not form a major component of Aruma’s exploration targeting.

Asarco Australia Ltd (1988-1993) Exploration of Asarco’s Jundee Project, which included part of Aruma’s Jundee South Project, is described by Johnson (1993a, 1993b) and McGrath (1992). Field work with Aruma’s tenement included a small number of reconnaissance RAB holes. The exact amount, and locations of Asarco’s RAB drilling within EL(A)53/1461 have not yet been established, however there do not appear to be a significant number of holes and this work will not form a significant component of Aruma’s potential exploration targeting.

Great Central Mines NL (1993-1999) Great Central’s exploration activities within EL(A)53/1461 and surrounding regions are described by Smith and Lewis, 1994, while Lewis, (1996a, 1996b), Carnes (1998), Van Kann, (1997, 1998 and 1999) describe Great Central’s regional exploration. Great Central’s initial exploration of the general region comprised lag and minor rock chip sampling which identified several

For personal use only use personal For anomalous zones, including an area of elevated zinc grades to the west of EL(A)53/1461, an area of anomalous gold values in the Lenny’s East area within EL(A)53/1461. Subsequent work by Great Central, including substantial RAB programmes, was focused outside the limits of EL(A)53/1461.

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Wiluna Mines Ltd (1995-99) Wiluna Mines explored several tenement packages in the region of EL(A)53/1461, which included much of Aruma’s project area. Wiluna Mines’ regional exploration activities included soil sampling, RAB, RC and diamond drilling and are described by Putt (1996), Giddey and Lach (1998) and Daley (2000). Wiluna Mines’ initial exploration in the vicinity of EL(A)53/1461 as described by Sugden (1996) and Harrison et al. (1997), included lag sampling and RAB drilling in the Lenny’s East area on the eastern margin of the tenement. This drilling totalled 55 vertical holes drilled on a 50 by 100 m grid to an average depth of 57 m and returned anomalous gold grades including 6 m @ 0.2 g/t and 18 m @ 0.14 g/t (Table 13). As shown in Figure 19, subsequent vertical AC and RAB drilling by Wiluna Mines tested large portions of EL(A)53/1461 at variable spacing ranging from approximately 160 m by 1.3 km to 160 by 640 m pattern with average hole depths of approximately 55 m. This work is described by Howland (1999, 2000) and returned anomalous intersections of 5 m @ 0.2 g/t Au in aircore hole RGDA28 in the middle of the tenement, 4m @ 0.2 g/t from 92 m in RAB hole RDGB100 around the northern tenement boundary.

Table 13: Jundee South Anomalous Drill Hole Intersections

Drill Hole Location (AMG) Orient. (Dip/Az) Down Hole Intercept Phase JR8696 276,299 mE, 7,064,163 mN Vertical 18m @ 0.14 g/t from 18m Wiluna Mines RAB 1996 JR8711 276,520 mE, 7,063,387 mN Vertical 6m @ 0.20 g/t from 26m Wiluna Mines RAB 1996 RGDA28 275,200 mE, 7,062,240 mN Vertical 5m @ 0.20 g/t from 76m Wiluna Mines Aircore 1998 RDGB100 272,858 mE, 7,066,075 mN Vertical 4m @ 0.20 g/t from 92m Wiluna Mines RAB 1998

Jindalee Resources Limited (2006-08) Jindalee’s assessment of a tenement coincident with EL(A)53/146 as described by Peachey (2005) was limited to review of previous work including several phases of field reconnaissance. Jindalee’s reconnaissance work confirmed that the majority of the tenement is overlain by variably transported cover such as colluvial and alluvial sediments that would reduce the effectiveness of surface sampling in identifying underlying mineralisation. From their interpretation of the project’s geological setting and potential mineralisation styles, Jindalee concluded that the previous drill coverage was sufficient to have tested the potential for significant mineralisation in the project area and thus relinquished the tenement in 2009.

6.6.5 Proposed Exploration programme Aeromagnetics of the lease area show a west-northwest trend which is the same orientation as the trend from the Gourdis mines in the south to the Jundee mines to the north. Most of the mines in the area are located on the SW flank of the magnetic highs. There are several magnetic highs within the tenement and these will be tested. Although much of the project area has been tested by surface sampling the effectiveness of this sampling in identifying underlying mineralisation is diminished by the common transported cover. With an average drill hole depth of less than 60 m, the vertical AC and RAB drilling that covers much of the project area does not effectively test for deeper, or steeply dipping, mineralisation. Subject to successful listing on the Australian Securities Exchange and the granting of EL(A)53/1461, Aruma proposes to explore the Jundee South project in structural and lithologically favourable areas derived from a regional study of the known gold mineralisation controls with reference to the body of existing previous work. Since it is currently in application, Aruma have not allocated exploration funds to the Jundee South project. However, upon granting

the minimum expenditure requirements for this tenement can be met from funds allocated to working capital. For personal use only use personal For

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6.7 Proposed Exploration for All Projects 6.7.1 Proposed activities Subject to successful listing on the Australian Securities Exchange, Aruma proposes to commence drilling on current drill-ready targets and to explore the described projects in structural and lithologically favourable areas derived from a regional study of the known gold mineralisation controls. In addition, targets defined through a study of previous exploration will be explored. Conceptual targets identified may also be explored at this time. This work will be accompanied by systematic geological interpretation to develop a model of the local structural framework. The exploration targets will be ranked according to various criteria and will be explored in tandem to create a pipeline of projects. Aruma’s overall exploration budget is summarised in Table 14. Table 15 shows maximum budgeted costs if the share offer is over- subscribed to the maximum amount of $7,000,000.

Table 14: Total Exploration Budget Minimum Case

Year 1 Year 2 Total Geochemistry/Geophysics $62,000 $53,000 $115,000 RAB Drilling $196,000 $242,000 $438,000 RC Drilling $375,000 $375,000 $750,000 Diamond Drilling $150,000 $150,000 $300,000 Field Support $140,000 $140,000 $280,000 Geology $220,000 $320,000 $540,000 Heritage and Environment $160,000 $160,000 $320,000 Technical Services $100,000 $100,000 $200,000 Total $1,403,000 $1,540,000 $2,943,000

Table 15: Total Exploration Budget Maximum Case

Year 1 Year 2 Total Geochemistry/Geophysics $62,000 $53,000 $115,000 RAB Drilling $196,000 $242,000 $438,000 RC Drilling $375,000 $765,000 $1,140,000 Diamond Drilling $150,000 $270,000 $420,000 Field Support $140,000 $140,000 $280,000 Geology $220,000 $420,000 $640,000 Heritage and Environment $160,000 $160,000 $320,000 Technical Services $100,000 $100,000 $200,000 Total $1,403,000 $2,150,000 $3,553,000 The additional expenditure in the event of oversubscriptions is in relation to year 2 expenditure upon RC drilling, diamond drilling and geology for the Glandore Project as detailed in Section 6.3.7.

Aruma’s proposed exploration programme and budget is consistent with the conceptual exploration targets, and H&S believe the proposed budget is sufficient to effectively test previously identified targets for gold mineralisation. The budget significantly exceeds

the tenements’ minimum statutory expenditure requirements. For personal use only use personal For

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6.8 References A1 MINERALS LTD (2008): Annual Report 2008. Published report by A1 Minerals Limited BINNS, R., GUNTHORPE, R. AND GROVES, D. (1976): Metamorphic patterns and development of greenstone belts in the Eastern Yilgarn Block, Western Australia, in The Early History Of The Earth edited by B.F. Windley: Wiley Interscience, London CAIRNS, C. (2008): 60% Increase in Salt Creek Resource to 400,000 ounces. Integra Mining Limited. Australian Stock Exchange Release CARNES, C. (1998): Exploration Licence E28/546, Big Dam Partial Surrender Report for the period 6 December 1994 to 28 July 1998, Mt Kersey Mining NL. Unpublished Report to the Western Australian Department of Mines CARNES, C. (1998): Lake Violet Joint Annual Report for the period 26 March 1997 to 25 March 1998. Great Central Mines Limited CASSIDY, K. (2005): Upper crustal structure of the Laverton tectonic zone adjacent to major gold deposits from seismic reflection profiling / Minerals and Energy Research Institute of Western Australia CLARK, P. (1988): Annual Report on Prospecting Licences 25/469, 25/470, 25/471 Lake Yindarlgooda Bulong District East Coolgardie Mineral Field for the period 5/11/87 to 4/11/88. Melbourne Exploration NL COGGON, J. (2003): Magnetism - key to the Wallaby gold deposit. In Exploration Geophysics, Volume 34 (2003) DALEY, L. (2000): Combined Partial Surrender Report on Exploration for Period ended 30 September 2000 for E53/129, 674, 729, and Final Surrender Report for E53/325, 504, 559, 574, 742, M53/225, 255, M53/270, 272, 275, 282, 283, 337- 339, 343, 346, 348, 349, 361-364, 432, 433, 470, P53/852, 853. Normandy Yandal Operations Limited DAVIES, A. AND COTTON, B. (1994): Final report to 3 November 1993 on E28/399 (Steeple Hill) E28/405 (Mooree Hill) and E28/349 (Guildford Dam) SH51-10 Kurnalpi, Western Australia. CRA Exploration Pty Ltd. Unpublished Report to the Department of Minerals and Energy DIXON, K. (1998): Mulgabbie Project North East Coolgardie Mineral Field Western Australia Partial Surrender Report Exploration Licences 28/474, 476 & 478. December 1998. Troy Resources N.L. Unpublished Report to the Western Australian Department of Mines GIDDEY, J. AND LACH, I. (1998): Jundee Project 1997 Annual report to Department of Minerals and Energy on P53/825, P53/928, E53/129, M53/155, M53/156, M53/182, M53/196, M53/197, M53/198, M53/199, M53/221, M53/226, M53/227, M53/228, M53/229, M53/230, M53/245, M53/246, M53/247, M53/248, M53/249, M53/250, M53/270, M53/272, M53/273, M53/275, M53/326, M53/382, M53/441, M53/477, M53/478, M53/479 and M53/480. Wiluna Mines Limited GOERTZ, S. (2002): Hammer Hill Project E38/1333 Summary Relinquishment Report for the Period 8th December 2002 to 22nd October 2002. NiWest Limited GOLEBY, B. KORSCH, R., FOMIN, T., CASSIDY, K., DENTITH, M. SMITH, R. CHRISTIE, M. AND WILSON, M. (2005): Report 246: Upper crustal structure of the Laverton Tectonic Zone adjacent to major gold deposits from seismic reflection profiling, Minerals and Energy Research Institute of Western Australia. GRAY, D. and BRITT, F. (2005): Sunrise Dam Gold Deposit, Eastern Goldfields, WA. Report by Cooperative Research Centre for Landscape Environment and Mineral Exploration GRAY, D., LINTER, M. and BUTT, C. (2005): Granny Smith Gold Deposits, Western Australia. Report by Cooperative Research Centre for Landscape Environment and Mineral Exploration GRIGGS, D. (2005): Annual Report E28/1309 4 August 2004 to 3 August 2005. Teck Cominco Australia. Unpublished Report to the Western Australian Department of Minerals and Energy HALLBERG, J. (1985): Geology and Mineral Deposits of the Leonora-Laverton Area, North-eastern Yilgarn Block, Western Australia. Hesperian Press, Perth HARRIS, J. (1999): Surrender Report for Tenement E28/676, Mt Monger Gold Project Pty Ltd, Unpublished Report to the Western Australian Department of Mines HARRISON, S., SUGDEN, T. AND BAMBOROUGH, I. (1997): Jundee Project 1996 Annual Report to Department of Minerals and

For personal use only use personal For Energy on E53/129, M53/155, M53/156, M53/182, E53/191, M53/196 M53/197, M53/198, M53/199, M53/221, M53/226, M53/227, M53/228, M53/229, M53/230, M53/245, M53/246, M53/247, M53/248, M53/249, M53/250, M53/270, M53/272, M53/273, M53/275, M53/326, M53/382, M53/441, P53/825 and P53/928. Wiluna Mines Limited

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HEALY, K. (1995): Annual Report to 31 January 1995 on E38/487,488,553,554, Granite Well, Laverton SH51-2, Western Australia. CRA Exploration Pty Ltd. HORVARTH, H. (1999): Exploration Licence E28/546, Big Dam Annual Report for the period 5 December 1997 to 4 December 1998, Mt Kersey Mining NL. Unpublished Report to the Western Australian Department of Mines HOWLAND, C. (1998): Exploration Licence E28/546, Big Dam Annual Report for the period 5 December 1996 to 4 December 1997, Mt Kersey Mining NL. Unpublished Report to the Western Australian Department of Mines HOWLAND, J. (1999): Exploration Licence: E53/129, M53/155, 156, 182, 196-199, 221, 226, 228-230, 245-250, 270, 272, 273, 275, 326, 382, 441, 477-480, Prospecting Licences: P53/825, 928. C387/1994 Jundee, Joint Annual Report for the Period 01 January 1998 to 31 December 1998. Wiluna Mines Limited HOWLAND, J. (2000): Exploration Licence: E53/129, M53/155, 156, 182, 196-199, 221, 226, 228-230, 245-250, 270, 272, 273, 275, 326, 382, 441, 477-480, Prospecting Licences: P53/825, 928. C387/1994 Jundee, Joint Annual Report for the Period 01 January 1999 to 31 December 1999. Wiluna Mines Limited HUMPHRIES, M. (1996a): Partial Surrender Report to 8 January 1996 on E38/487 (Granite Well 1) and Partial Surrender Report to 16 January 1996 On E38/499 (Granite Well 2), Granite Well Project, SH51-2 Laverton, Western Australia. CRA Exploration Pty Ltd HUMPHRIES, M. (1996b): Annual Report to 31 January 1996 on E38/487, 488,533, 554, Granite Well, Laverton, SH51-2, Western Australia. CRA Exploration Pty Ltd ION, J., MANLY, D., SELLE, D. AND PRENDERGAST, K. (1999): Annual Exploration Report Cowarna Rocks Project. Unpublished Report to the Western Australian Department of Minerals and Energy JERINIC, F. (1997): Report on Exploration Activities for the year ending 30 September, 1997 Cowarna Rocks Combined Technical Report M-10414, Mt Monger Gold Project Pty Ltd, Unpublished Report to the Western Australian Department of Minerals and Energy JOHNSON, D. (1993a): Jundee Project 1993 Annual Report to Department of Minerals and Energy on E53/129 and 191, P53/825, M53/155,156,196-198,226-230,245-249,272,273 and 275 and 270. Asarco Australia Ltd JOHNSON, D. (1993b): Partial Surrender Report Period September 1989 to September 1992. Jundee Project E53/212. Asarco Australia Ltd KELLY, L. (1954): List of cancelled mining leases which have produced gold. Western Australia Department of Mines. KNEESHAW, A. and STEUART, P. (2002): Epis Glandore P25/1881, P25/1882, P25/1883, P25/584, P25/1585, P25/1586, P25/1588, P25/1587, P25/1588, P25/1589, P25/1590, P25/1620 Annual Report for the Period 1 September 2001 to 31 August 2002. AngloGold Australia September 2002. AngloGold Australia Ltd LENNOX, C. and MANIW, J. (1994): Annual Report to 31 January 1994 on E38/487, 488, 553, 554, Granite Well, Laverton, SH51-2, Western Australia. CRA Exploration Pty Ltd LEWIS, C. (1996): Exploration Licence E28/546, Big Dam Annual Report for the period 5 December 1994 to 4 December 1995, Mt Kersey Mining NL. Unpublished Report to the Western Australian Department of Mines LEWIS, C. (1996a): Jundee East Project Joint Annual Report for the period 6 February 1995 to 5 February 1996. Great Central Mines N.L. LEWIS, C. (1996b): Mining Leases M53/254-257 and M53/400-403 Mahood Project Annual report for the period 6 February 1995 to 5 February 1996. Great Central Mines Limited MANLY, M. (1999): Partial Relinquishment Report Mineral Exploration Licence Report by North Limited for Exploration Licence 28/641 for the period 24 June 1996 to 1 November 1999 Exploration Licences 28/648 and 28/654 For the period 18 July 1996 to 24 January 2000 Cowarna District, WA. North Limited. Unpublished Report to the Western Australian Department of Minerals and Energy MARSHALL, J. (1997): Combined Annual Exploration Report Mulgabbie Joint Venture For E28/474, E28/476, E28/478, E28/492, E28/574 (September 1997). Unpublished Report to the Department of Minerals and Energy McGRATH, S. (1992): Jundee Project 1992 Annual Report to Department of Minerals and Energy on P53/598-9, E53/126-7, 129, For personal use only use personal For 154, 191-2, 209-12, 254, M53/155, 196-9, 226- Surrender Report Period 30, 245-50, 254-7. Asarco Australia Ltd MOELLER, T. (1998): Annual Report Mt Barnicoat Exploration Licence 38/953 Holder: Aarex Resources NL. 11 June 1997 to 10 June 1998. Aarex Resources NL

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MORRIS, P. (1994): Geology of the Mulgabbie 1:100,000 sheet. Geological Survey of Western Australia, 1:100 000 Geological Series Explanatory Notes NEWTON, P. and KNEESHAW, A. (2003): Epis Glandore P25/1881, P25/1882, P25/1883, P25/584, P25/1585, P25/1586, P25/1588, P25/1587, P25/1588, P25/1589, P25/1590, P25/1620 Annual Report for the Period 1 September 2002 to 31 August 2003. AngloGold Australia Ltd O’HARA, G. AND BERVEN, R. (1995): Karonie Project (Cowarna Rocks) E28/507 Annual Report for the period 1 August 1994 to 31 July 1995. Golden State Resources NL. Unpublished Report to the Department of Minerals and Energy OXENBURGH, S. (2002): Roe E28/1019 Project Annual Report for the period November 16, 2000 to November 15 2002. South Kal Mines Pty Ltd, unpublished Report to the Western Australian Department of Primary Industry and Mineral Resources PEACHY, T. (2005): Lake Violet Project E38/1085 Surrender Report. Jindalee Resources Limited PERGER, D. (1996): Lorraine’s Reward E28/253 Annual and Final Report For the period 7th April 1994 to 6th April 1996. Normandy Exploration Ltd. Department of Minerals and Energy PHILLIPS, G., VEARNCOMBE, J. and ESHUYS, E. (1998): Yandal greenstone belt, 12 million ounces of gold in the 1990s. In Mineralium Deposita POTTENGER, D. (1998): Cowarna Rocks Report on Exploration Activities for the period 1st October 1997 to 30th September 1998 Combined Technical Report M-10414, Mt Monger Gold Project Pty Ltd, Unpublished Report to the Western Australian Department of Minerals and Energy PUTT, T. (1996): Jundee Project 1994 Annual Report to Department of Minerals and Energy on E53/129, 191, P53/825, M53/155, 156, 196-199, 226-230, 245-250, 270, 272, 273, 275, 326 and 382. Wiluna Mines Limited RINGROSE, C. (1995): Pinnacles Nolan Bay Project North East Coolgardie Mineral Field Western Australia Annual Report 28 October 1994 to 27 October 1995. Troy Resources N.L. Unpublished Report to the Western Australian Department of Mines SIGGS, B. (2000A): Cowarna Rocks JV Project, Annual Report for the Period 01/10/1999 to 20/09/2000 on Tenements E28/641, 648, 654, 716, 859, Croesus Mining NL. Unpublished Report to the Western Australian Department of Minerals and Energy SIGGS, B. (2000B): Cowarna Rocks JV Project, Partial Surrender Report for the Period 18/07/1999 to 17/07/2000 on the Tenement E28/648, Croesus Mining NL. Unpublished Report to the Western Australian Department of Minerals and Energy SMITH, A. and LEWIS, C. (1994): Exploration Licence E53/209 & Mining Licences M53/254-257 Mahood Project Annual report for the period 5 October 1993 to 4 October 1994. Great Central Mines N.L. STADLER, C. (1994): Pinnacles Nolan Bay Project North East Coolgardie Mineral Field Western Australia Annual Report 28 October 1993 to 27 October 1994. Troy Resources N.L. Unpublished Report to the Western Australian Department of Mines STEUART, P. and KNEESHAW, A. (2001): Epis Glandore P25/1881, P25/1882, P25/1883, P25/584, P25/1585, P25/1586, P25/1588, P25/1587, P25/1588, P25/1589, P25/1590, P25/1620 Annual Report for the Period 1 September 2000 to 31 August 2001. AngloGold Australia Ltd SUGDEN, T. (1996): 1995 Annual Report to Department of Minerals and Energy Jundee Project. Wiluna Mines Limited SWAGER, C. (1994): Geology of the Kurnalpi 1:100,000 sheet: Western Australian Geological Survey SWAGER, C. (1995): Geology of the greenstone terranes in the Kurnalpi-Edjudina region, south-eastern Yilgarn Craton. Geological Survey of Western Australia TILLICK, D. (2006a): Annual Report E28/1309 4 August 2005 to 3 August 2006. Teck Cominco Australia. Unpublished Report to the Western Australian Department of Minerals and Energy TILLICK, D. (2006b): Annual Report E28/1421 3 November 2005 to 2 November 2006. Teck Cominco Australia. Unpublished Report to the Western Australian Department of Minerals and Energy TILLICK, D. (2007): Annual Report E28/1309 4 August 2006 to 3 August 2007. Teck Cominco Australia. Unpublished Report to the Western Australian Department of Minerals and Energy VAN KANN, M. (1997): Jundee East Joint Annual Report for the period 06 February 1996 to 05 February 1997. Great Central Mines For personal use only use personal For Limited VAN KANN, M. (1998): Jundee East Joint Annual Report for the period 06 February 1997 to 05 February 1998. Great Central Mines Limited

ARUMA RESOURCES LIMITED 69

VAN KANN, M. (1999): Lake Violet Joint Annual Report for the period 26 March 1998 to 25 March 1999. Great Central Mines Limited WILLIAMS, I., GOWER, C., and THORN, R, (1976): Edjudina, Western Australia 1: 250,000 Geological Series – Explanatory Notes, Australian Government Publishing Service, Canberra WILLIAMS, J. (2005): A1 Minerals acquires the Mikado Gold Mine. Australian Stock Exchange announcement by A1 Minerals Ltd WILLIAMS, J. (2009): Major New Gold Targets Near Beta Pit. Australian Stock Exchange announcement by A1 Minerals Ltd WONG, T. (1989): Final report on exploration within E53/143, East Murchison Goldfield, Western Australia 13.9.87-7.12-88. BHP- UTAH Minerals International WRIGHT, P. (1998): Combined Annual Exploration Report Mulgabbie Joint Venture (E28/474,476, 478, 492 and 574) For the Period 1 January 1997 to 31 December 1997. Unpublished Report to the Department of Minerals and Energy WRIGHT, P. AND MARSHALL, J. (1997): Combined Partial Relinquishment Report Mulgabbie Joint Venture For E28/474, 476, 478 & 492 (September 1997). Unpublished Report to the Department of Minerals and Energy ZHANG, A. (2006): Annual Technical Report – Pinjin Project, Western Australia, for E 28/1491, May 2006. Yilgarn Mining (WA) Pty Ltd. Unpublished Report to the Western Australian Department of Mines ZHANG, A. (2007): Annual Technical Report – Pinjin Project, Western Australia, for E 28/1491, July 2007. Yilgarn Mining (WA) Pty Ltd. Unpublished Report to the Western Australian Department of Mines

Glossary of Geological Terms

Aeromagnetic Measurement of the earth’s magnetic field from a surveying aircraft, for the purpose of recording magnetic characteristics of rocks. Aircore drilling An air drilling technique employed in poorly consolidated rocks where the sample is recovered via an inner tube within the drill rods. Alluvium Silt, sand and gravel material transported and deposited by a river. Altered Change in mineralogical composition of a rock, commonly brought about by reactions with hydrothermal fluids. Amphibolite A metamorphic rock composed mainly of amphibole. Ankerite A calcium iron magnesium manganese carbonate mineral. Anticline Rocks folded in the form of an arch. Aphanitic Very fine grained igneous rocks. Achaean The oldest period of geological time, from about 2,500 million years before the present. Arsenopyrite An iron, arsenic sulphide mineral. Banded iron A chemically precipitated siliceous sedimentary rock composed of layers of chert, chalcedony, jasper or formation quartz and iron oxides. Basalt A fine-grained mafic volcanic rock composed primarily of pyroxene and feldspar, mineralogically comparable

to dolerite and gabbro. For personal use only use personal For

70 ARUMA RESOURCES LIMITED

Biotite A potassium, iron magnesium mica mineral. BLEG Bulk Leach Extractable Gold. An analytical method for relatively large (2-5 kg) samples involving leaching with a sodium cyanide solution. Chert Fine-grained sedimentary rocks composed of crystalline silica. Cumulate Igneous rock texture resulting from crystals precipitated from magma. Diamond drilling A method of drilling with a diamond impregnated bit, giving a cylindrical core of rock. Dip The angle at which a rock stratum or structure is inclined from the horizontal. Dolerite A medium-grained mafic intrusive igneous rock mineralogically comparable to basalt and gabbro. Dyke Thin, sheet like intrusion of igneous rock. Fault A fracture in the rock along which there has been relative displacement on the two sides either vertically or horizontally. Felsic Silica-rich rock (above ~ 63%), containing abundant feldspar and quartz. g/t Grams per tonne, equivalent to ppm. Gabbro Coarse grained intrusive igneous rock mineralogically comparable to basalt and dolerite. Granite A coarse-grained intrusive rock containing mainly quartz and feldspar with subordinate micas. Granitoid Coarse-grained felsic igneous rock, resembling granite. Greenstone Generic term for metamorphosed sequences of igneous, and lesser sedimentary rocks, commonly applied to sequences of Achaean rock. Greywacke Sedimentary rocks consisting of fine to coarse angular rock fragments. Igneous Rocks that have solidified from magma. Intermediate Igneous rocks with 52 to 63% silica. Mafic Igneous rocks of low silica content, generally between 45 and 62%. Peridotite Ultramafic composed predominantly of olivine. Plunge Inclination of a fold axis or other structure. ppb Measurement of concentration in parts per billion. ppm Measurement of concentration in parts per million. Pyrite An iron sulphide mineral.

Quartz A mineral composed of silicon dioxide (SiO2). RAB drilling Rotary Air Blast drilling method, where sample is forced to surface outside the drill rods. RC drilling Reverse Circulation drilling method, with an air-driven hammering drill bit, where sample is forced to surface within the drill rods. Schist Metamorphic rock having a foliated or parallel structure due to recrystallisation of constituent minerals.

Sericite A white or pale apple green potassium mica. Shale Fine grained, laminated sedimentary rock formed from clay, mud and silt. Stratigraphy Depositional layering of sedimentary or igneous rocks. Strike Horizontal direction or trend of a geological structure. Supergene Mineral enrichment produced by chemical remobilisation in an oxidised or transitional environment. Ultramafic Igneous rocks with very low silica content (below 45%), consisting essentially of iron-magnesium minerals with virtually no quartz and feldspar. Vein Thin sheet-like body of minerals intruded into joints or fissures.

Volcaniclastic Sedimentary rocks predominantly composed of volcanic material. For personal use only use personal For

ARUMA RESOURCES LIMITED 71 7 INVESTIGATING ACCOUNTANT’S REPORT

B U S IN E S S A D V IS O R Y

C O R P O R A T E A D V IS O R Y

A U D IT & A S S U R A N C E

F IN A N C IA L S E R V IC E S

B USSYINSET ESMS SA DCVOINSSOURLYT IN G

C O R P O R A T E A D V IS O R Y

A U D IT & A S S U R A N C E

F IN A N C IA L S E R V IC E S S Y S T E M S C O N S U L T IN G

27 April 2010 The Directors Aruma Resources Limited PO Box 2803 WEST PERTH, WA 6872

Dear Sirs

INVESTIGATING ACCOUNTANT’S REPORT Introduction This Investigating Accountant’s Report (the “Report”) has been prepared at the request of the Directors of Aruma Resources Limited (“Aruma” or “the Company”) for inclusion in a Prospectus to be dated on or around 27 April 2010 (the “Prospectus”). The Prospectus will offer up to 25,000,000 shares at an issue price of 20 cents each to raise $5,000,000 before costs. The Company may accept oversubscriptions for up to 10,000,000 shares to raise a further $2,000,000. The maximum amount that may be raised under the Prospectus is therefore $7,000,000 before costs.

Basis of preparation The report has been prepared to provide investors with information on the historical financial position of the Company and the pro forma historical statement of financial position at 16 April 2010 as noted in Appendix 1. The pro forma historical statement of financial position is presented in an abbreviated form insofar as it does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial reports in accordance with theCorporations Act 2001. This Report does not address the rights attaching to the shares to be issued in accordance with the Prospectus, nor the risk associated with the investment, and has been prepared based on the complete offer being achieved. Ord Nexia Pty Ltd (“Ord Nexia”) has not been requested to consider the prospects for the Company, the shares on offer and related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purport to do so. Ord Nexia accordingly takes no responsibility for these matters or for any matter or omission in the Prospectus, other than responsibility for this Report. Risk factors are set out in Section 5 of this Prospectus.

Expressions defined in the Prospectus have the same meaning in this report. For personal use only use personal For

Level 1, 47-49 Stirling Highway Nedlands WA 6009 � PO Box 3437 Broadway Nedlands WA 6009 T: (08) 9321 3514 � F: (08) 9321 3523 � ABN: 39 097 206 874 E: [email protected] � W: www.ordnexia.com.au

Liability limited by a scheme approved under Professional Standards Legislation Level 1, 47-49 Stirling Highway Nedlands WA 6009 � PO Box 3437 Broadway Nedlands Member of Nexia International – A Worldwide Network of Independent Accounting & WA 6009 Consulting Firms T: (08) 9321 3514 � F: (08) 9321 3523 � ABN: 39 097 206 874

E: [email protected] � W: www.ordnexia.com.au

72 ARUMA RESOURCESLiability limited by a sch eLIMITEDme approved under Professional Standards Legislation Member of Nexia International – A Worldwide Network of Independent Accounting & Consulting Firms

Background The Company was incorporated on 5 January 2010 as a wholly owned subsidiary of Hemisphere Resources Limited (“Hemisphere”), a listed entity on the ASX. The Company then incorporated a wholly owned subsidiary, Aruma Exploration Pty Ltd (“Aruma Exploration”), on 27 January 2010 with a view of acquiring the gold projects from Hemisphere and list on the ASX. On 14 April 2010, the Company executed a Tenement Acquisition Agreement with Hemisphere to acquire 100% of Hemisphere’s interest in a number of exploration tenements (refer to the Solicitor’s Report on Tenements in Section 8 for more information on the tenements acquired). As consideration, the Company issued 39,999,995 shares to the value of $224,945, representing the total cost of the tenements transferred. At present, the only significant asset held by the Company is its exploration tenements. Key personnel of Aruma include: • Mr Peter Schwann (Managing Director) • Mr Paul Boyatzis (Non- executive Chairman) • Mr Danny Costick (Non- executive Director)

Scope of Report We have reviewed the pro forma historical statement of financial position in order to report whether anything has come to our attention which causes us to believe that the pro forma historical statement of financial position, as set out in Appendix 1 of the Report, does not present fairly the pro forma historical statement of financial position at 16 April 2010, on the basis of preparation, accounting policies and the pro forma transactions and/or adjustments described in Appendix 2, and in accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of Australian Accounting Standards (including the Australian Accounting Interpretations). The historical financial information set out in Appendix 1 to this Report has been extracted from the management accounts of the Company for the period ended 16 April 2010. The directors of the Company are responsible for the preparation and presentation for the historical financial information including the determination of the pro forma transactions and/or adjustments. We have conducted our review of the pro forma historical balance sheet in accordance with Australian Standard on Review Engagements ASRE 2405 “Review of historical financial information other than a financial report”. We made enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances, including: • A review of the management accounts for the period ended 16 April 2010; • Analytical procedures on the pro forma historical balance sheet; • Consideration of the pro forma transactions/or adjustments made to the historical balance sheet at 16 April 2010; • Enquiry of directors, management and others; • Review of contractual arrangements; and

• A review of work papers, accounting records and other documents. For personal use only use personal For

ARUMA RESOURCES LIMITED 73 These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. Our review was limited primarily to an examination of the historical financial information, the pro forma financial information, analytical review procedures and discussions with both management and directors. A review of this nature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on the historical information or pro forma financial information included in this Report or elsewhere in the Prospectus. In relation to the information presented in this Report: • support by another person, corporation or an unrelated entity has not been assumed; • the amounts shown in respect of assets do not purport to be the amounts that would have been realised if the assets were sold at the date of this Report; and • the going concern basis of accounting has been adopted.

Review statement (a) Historical statement of financial position Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the historical statement of financial position, as set out in Appendix 1 of this Report is not presented fairly in accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of Australian Accounting Standards (including the Australian Accounting Interpretations). (b) Pro-forma historical statement of financial position Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the pro-forma historical statement of financial position, as set out in Appendix 1 of this report, is not properly drawn up in accordance with basis of preparation , accounting policies and pro forma adjustment described in Appendix 2 and the recognition and measurement requirements (but not all of the disclosure requirements) of Australian Accounting Standards (including the Australian Accounting Interpretations) as if the pro forma transactions had occurred on that date.

Subsequent Events To the best of Ord Nexia’s knowledge and belief, there have been no material items, transactions or events subsequent to the date of this Report and not otherwise disclosed in this Report, that have come to our attention during the course of our review which would cause the information included in this Report to be misleading.

Independence Ord Nexia does not have any interest in the outcome of the listing of the share, other than in connection with the preparation of this Report for which normal professional fees will be received. Ord Nexia does not hold nor have any interest in the ordinary shares of

the Company. For personal use only use personal For

74 ARUMA RESOURCES LIMITED Responsibility Ord Nexia was not involved in the preparation of any part of the Prospectus, and accordingly, makes no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. Ord Nexia consents to the inclusion of this Report in the Prospectus in the form and content in which it is included. At the date of this Report, this consent has not been withdrawn.

General advice warning This Report has been prepared, and included in the Prospectus, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to take the place of professional advice and investors should not make specific investment decisions in reliance on the information contained in this Report. Before acting or relying on any information, an investor should consider whether it is appropriate for their circumstances having regard to their objectives, financial situation or needs. Yours faithfully Ord Nexia Pty Ltd

Ian Macpherson

Director For personal use only use personal For

ARUMA RESOURCES LIMITED 75

APPENDIX 1 Aruma Resources Limited Pro Forma Historical Statement of Financial Position

Reviewed Pro forma adjustments Pro forma 16 April 2010 16 April 2010 $ $ $ Note 2(a) 2(b) 2(c) Current assets Cash and cash equivalents 3 1 5,000,000 (424,733) - 4,575,268 GST receivable 5,527 - - - 5,527 Total current assets 5,528 5,000,000 (424,733) - 4,580,795

Non-current assets Exploration and evaluation expenditure 4 224,945 - - 25,000 249,945 Total non-current assets 224,945 - - 25,000 249,945

Total assets 230,473 5,000,000 (424,733) 25,000 4,830,740

Current Liabilities Trade and other payables 15,278 - - - 15,278 Loan from Hemisphere 7 45,516 - - - 45,516 Total current liabilities 60,794 - - - 60,794

Net assets 169,679 5,000,000 (424,733) 25,000 4,769,946

Equity Issued capital 5 169,679 5,000,000 (424,733) 25,000 4,769,946 Total equity 169,679 5,000,000 (424,733) 25,000 4,769,946

The pro forma statement of financial position is to be read in conjunction with the notes to and forming part of the pro forma

statement of financial position in Appendix 2. For personal use only use personal For

76 ARUMA RESOURCES LIMITED

APPENDIX 2 Aruma Resources Limited Notes to and Forming Part of the Pro Forma Statement of Financial Position 1. Summary of significant accounting policies The significant accounting policies adopted in the preparation of the historical and the pro forma historical statement of financial position are: (a) Basis of preparation of pro forma historical statement of financial position The pro forma historical statement of financial position and notes has been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards and Accounting Interpretations issued by the Australian Accounting Standards Board. The pro forma historical statement of financial position is presented in a condensed form and does not contain all the disclosures that are usually provided in accordance with the Australian Accounting Standards and the Corporations Act 2001. The pro forma historical statement of financial position have been prepared on an accrual basis, are based on historical cost and except where stated do not take into account changing money values or current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets. The accounting policies have been consistently applied, unless otherwise stated. (b) Income tax Income tax on the income statement for the periods presented comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities that affect neither accounting, nor taxable profit and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. (c) Cash and cash equivalents Cash and cash equivalents include cash on hand and short term deposit with banks or financial institutions and investments in money market instruments which are readily convertible to cash and used in the cash management function on a day to day basis, net of bank overdrafts. (d) Exploration and evaluation Exploration and evaluation costs, excluding the costs of acquiring licences, are expensed as incurred. Acquisition costs will be assessed on a case by case basis and, if appropriate, they will be capitalised. These acquisition costs are only carried forward only if the rights to tenure of the area of interest are current and either: • They are expected to be recouped through successful development and exploitation of the area of interest or; • The activities in the area of interest at the reporting date have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in,

or in relation to, the area of interest are continuing. For personal use only use personal For

ARUMA RESOURCES LIMITED 77

Accumulated acquisition costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. The carrying values of acquisition costs are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. (e) Trade and other payables Liabilities for trade and other creditors are carried at amortised cost which is the fair value of the consideration to be paid in future for goods and services received, whether billed or not billed to the Company. (f) Share capital Ordinary shares Ordinary shares are classified as share capital. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. (g) Share Based Payments Shares and options issued to directors and employees will be expensed in accordance with the requirements of AASB 2 “Share-based Payment”. (h) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except: • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and • receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. Commitments and contingencies are disclosed net of amounts of GST recoverable from, or payable to, the taxation authority.

2. Pro forma adjustments (a) Proceeds from share issue The Company will issue 25,000,000 shares at 20 cents each to raise capital of $5,000,000. This amount represents the minimum subscription. Should the maximum subscription of 35,000,000 shares be obtained the amount raised will increase by $2,000,000 to $7,000,000 with a $100,000 increase in the capital raising costs to $580,000.

(b) Capital raising cost The transaction costs of an equity transaction are accounted for as a deduction from the equity raised in accordance with Australian Accounting Standards. The capital raising costs represent registration and other regulatory fees, legal, accounting and other professional fees and printing costs.

(c) Acquisition of tenements The Company entered into a Tenement Acquisition Agreement with Plasia Pty Ltd (“Plasia”) to issue 125,000 shares at 20 cents each in exchange for the Glandore Project tenements held by Plasia.

Please refer to the Solicitor’s Report on Tenements in Section 8 of this Prospectus for the tenements transferred. For personal use only use personal For

78 ARUMA RESOURCES LIMITED

3. Cash and Cash Equivalents Note Unaudited Unaudited Pro-forma 16 April 2010 16 April 2010 $ Cash on hand- unaudited 16 April 2010 1 1 Issue of shares per prospectus 2(a) - 5,000,000 Share issue costs 2(a) - (424,733) 1 4,575,268 Should the Company achieve the maximum subscription pursuant to the prospectus, cash on hand will be approximately $6,420,001 after allowing for $100,000 broker fees on the additional $2,000,000 subscriptions.

4. Exploration Expenditure Note Unaudited Unaudited Pro-forma 16 April 2010 16 April 2010 $ Capitalised exploration expenditure at cost – unaudited 16 April 2010 224,945 224,945 Vendor share issue 2(c) - 25,000 224,945 249,945

5. Issued Equity Note Unaudited Unaudited Pro-forma 16 April 2010 16 April 2010 $ Balance at 16 April 2010 – unaudited (40,000,000 shares) 224,946 224,946 Issue of shares under prospectus (25,000,000 shares) 2(a) - 5,000,000 Acquisition of tenements (125,000shares) 2(c) - 25,000 Capital raising costs 2(b) (55,267) (480,000) (Pro forma ordinary shares 65,125,000) 169,679 4,769,946 If the maximum subscription pursuant to the prospectus is achieved there will be 75,125,000 shares on issue and the contributed equity will be approximately $6,669,946.

6. Commitments Exploration and other commitments The Company has contractual commitments relating to minimum exploration obligations pursuant to the terms and conditions of Tenement Licences and other contractual commitments. These are discussed in more detail in the Solicitor’s Report on Tenements (Section 8) and the Material Contracts (Section 9) sections of this Prospectus.

7. Related Party Transactions In order to finance the transaction costs of the capital raising, Hemisphere and Aruma entered into a funding agreement whereby Hemisphere will provide up to $250,000 to Aruma. The amount due will be settled out of the proceeds from the capital raising. Hemisphere will either pay the capital raising costs directly at the direction of Aruma or forward funds to the Aruma to enable the Aruma to pay capital raising costs as and when they fall due. As of 16 April 2010, the Company owed Hemisphere $45,516.

Refer to Section 10 of the Prospectus for details of Directors’ share and option holdings. For personal use only use personal For

ARUMA RESOURCES LIMITED 79 8 SOLICITOR’S REPORT ON TENEMENTS

Fairweather&Lemonis Lawyers

20 April 2010 The Directors Aruma Resources Limited 24 Colin Street West Perth WA 6005

Dear Sirs

SOLICITOR’S REPORT ON WESTERN AUSTRALIAN TENEMENTS This Solicitor’s Report (the “Report”) is prepared for inclusion in a Prospectus to be dated on or about 23 April 2010 (“Prospectus”) for the issue by Aruma Resources Limited (the “Company”) of up to a maximum of $7,000,000 (including oversubscriptions) by issuing up to 35,000,000 Shares at an issue price of 20 cents per Share. The Report relates to 22 prospecting licences, 6 prospecting licence applications, 3 exploration licences, 1 exploration licence application and 3 mining lease applications in Western Australia (the “Tenements”), details of which are set out in the attached tenement schedule - Schedule 1 (“Tenement Schedule”) and summaries of the material agreements (“Material Agreements”) under which it has acquired, or is entitled to acquire an interest in the Tenements as set out in the attached Schedule 2 (“Material Tenement Agreements Schedule”), which forms part of this Report. Words and expressions that are defined in this Prospectus have the same meanings when used in this Report, unless the contrary intention is expressed.

1 SEARCHES OF THE TENEMENTS We have caused to be conducted the following searches at or obtained the following reports from the relevant Western Australian or Commonwealth government departments: (a) Tenements searches of the Tenements conducted on 19 January, 4 March and 8 April 2010; (b) “Quick Appraisal” reports summarising information available on the Western Australian “TENGRAPH” system to determine native title claims upon all the Tenements were obtained on 19 January 2010; and (c) a search of the Register of Native Title Claims maintained by the National Native Title Tribunal in respect of registered native title claims upon the Tenements was conducted on 20 January 2010. On the basis of the searches, materials and information supplied to us by the Company, subject to our qualifications set out below, we consider that this Report provides an accurate statement of the status of the Tenements as at the dates on which the searches were

conducted and the Company’s interest in the Tenements as at the date of this Report. For personal use only use personal For

Ground Floor, 1 Havelock Street West Perth WA 6005 Telephone: (08) 9420 5000 Facsimile: (08) 9420 5001 www.fairweatherlemonis.com.au

80 ARUMA RESOURCES LIMITED 2 TENEMENTS GENERALLY The Tenements comprise of prospecting licences, exploration licences and prospecting, exploration and mining lease applications granted or applied for under the Mining Act 1978 (WA). Details are provided in the Tenement Schedule. We provide below a brief summary of certain types of tenements in Western Australia. The impact of native title on the Tenements is set out in section 3 below, however, assuming each government department complied Fairweather&Lemonis with native title legislative requirements, we are of the opinion that each granted Tenement has been validly granted with respect to Lawyers native title. The valid grant of any application for a tenement and which may be affected by native title will require compliance with the application provisions and processes of the native title legislation set out in section 3.

2.1 Western Australia Tenements in Western Australia are granted subject to various conditions prescribed by the Mining Act 1978 (WA) including, payment of rent, expenditure and reporting requirements and each tenement is granted subject to standard environmental conditions designed to regulate the holder’s activities and protect the environment. These standard conditions are not detailed in this Report. The holder of a granted prospecting licence, exploration licence or mining lease is required to spend, or cause to be spent, a set amount per hectare or, in the case of exploration licences, per block in each tenement year on prospecting, exploration or mining activities. The Tenement Schedule sets out the details of the current minimum expenditure obligations for each granted Tenement. The Company may apply for exemption from compliance with the minimum expenditure requirements on certain grounds set out in section 102(2) of the Mining Act 1978 (WA) or at the discretion of the Minister. A failure to comply with the expenditure requirements renders the mining tenement open to forfeiture. An application for a mining tenement is not a property right but a right in priority to have the application heard prior to any competing application which is later in time. An applicant cannot carry out any mining operations on the application area unless the application is a “conversion” application and the underlying tenement remains in force. No dealings can be registered against an application. There can be no guarantee that any applications will be granted at all or on favourable terms. The holder of a mining tenement wishing to access private land or certain areas within a pastoral lease may have to agree the terms of compensation for the rights to access and work the land. We express no opinion on whether such arrangements are required or have been obtained.

2.2 Prospecting Licences A prospecting licence entitles the holder, to the exclusion of others, to prospect for minerals in the area of the licence but not to conduct commercial mining. A prospecting licence may cover a maximum area of 200 hectares and if granted or applied for before 10 February 2006 remains in force for up to 4 years and does not include a right of renewal. Prospecting licences granted or applied for after 10 February 2006 will also be granted for a period of 4 years and may be extended at the discretion of the Minister for Mines for a further period of 4 years. The holder of a prospecting licence has the right, prior to the expiry of the prospecting licence, to apply for one or more mining leases over any of the land the subject of the prospecting licence. A prospecting licence, subject to a conversion application to a mining lease, remains in force pending the determination of the application for that mining lease. There is no restriction on the assignment of a prospecting licence. The Tenements which are granted prospecting licences were granted both prior to and after 10 February 2006 and all of the 6 prospecting licence applications were applied for after 10 February 2006.

2.3 Exploration Licences An exploration licence entitles the holder, to the exclusion of others, to explore for minerals in the area of the licence but not to conduct commercial mining. The maximum area of an exploration licence in Western Australia is 70 graticular blocks (between 196

and 231 square kilometres depending on the latitude). For personal use only use personal For

ARUMA RESOURCES LIMITED 81 An exploration licence granted after 10 February 2006 remains in force for up to 5 years and may be extended in certain circumstances by one period of 5 years and a further period or periods of 2 years on application. The prescribed circumstances, in which an extension of an exploration licence may be granted include, where the Minister is satisfied that delays or difficulties in carrying out an exploration program or the marking-out of a mining lease could not be undertaken, completed or was subject to impracticable conditions. An exploration licence remains in force pending a decision to extend its term. If an extension of term is granted then the minimum annual expenditure is increased as follows: • to $50,000 during the 6th and 7th years; and • to $100,000 during the 8th and any subsequent years. For exploration licences granted or applied for after 10 February 2006 the surrender requirement is 40% of the exploration licence at the end of the fifth year. Both of the exploration licences and the exploration licence applications were granted or applied for (as the case may be) after 10 February 2006. The holder of an exploration licence has the right under the Mining Act 1978 (WA) to peg and apply for one or more mining leases over any of the land the subject of the licence prior to the expiry of the licence. That part of an exploration licence, the subject of a conversion application to a mining lease, remains in force pending the determination of that mining lease application. An exploration licence can only be assigned during the first year of its term with Ministerial approval.

2.4 Mining Leases A mining lease entitles the holder, to the exclusion of others, to work, mine and take minerals won from the mining lease, subject to any conditions imposed on the mining lease. A mining lease remains in force for 21 years. The holder has the right, subject to complying with the Mining Act 1978 (WA), to an extension of a further 21 years and at the end of the second 21 year term may apply to the Minister for Mines for successive terms of 21 years. As with other mining tenements granted under the Mining Act 1978 (WA), a mining lease is granted subject to conditions regulating the conduct of activities. In particular, the holder of a mining lease cannot commence developmental or productive mining unless the approval of the State Mining Engineer is first obtained. It is a breach of the conditions of a mining lease to assign it without the prior written consent of the Minister for Mines.

3. NATIVE TITLE 3.1 Native Title From inquiries we have made of the National Native Title Tribunal (“NNTT”), we are aware of native title claims over some of the Tenements as identified in the Tenement Schedule. Where land is subject to native title, the Native Title Act 1993 (Cth) (“Native Title Act”) imposes restrictions upon the grant of mining tenements in relation to that land, including the requirement to negotiate with native titleholders. As such, the existence and determination of native title in relation to the land the subject of the Tenements could inhibit exploration and mining operations, or cause significant delays in relation to future conversion of licences and applications for tenements over the subject land, or possibly challenge the validity of the grant of part or all of the rights conferred therein. We have assumed the information in the registers maintained by the NNTT are accurate and up to date.

3.2 Native Title Act Native title refers to the unique title held by Australian indigenous peoples over Australian land or waters, first recognised in Australia in the landmark Mabo v Queensland (“Mabo”) case on 3 June 1992. To establish native title, a claimant group must show that they have historically enjoyed certain customary rights and privileges and a traditional connection in respect of a particular area of land. Native title may be extinguished either by voluntary surrender to the Crown, death of the last survivor of a community entitled to native title, abandonment of the land in question by that community or the

For personal use only use personal For granting of an inconsistent interest in the land by the Crown.

82 ARUMA RESOURCES LIMITED The Commonwealth Parliament responded to the Mabo decision by passing the Native Title Act which: (a) recognised native title rights; (b) validated certain ‘past acts’, including the grant of mining tenements and ancillary titles which would otherwise be invalidated due to native title; (c) provided for the protection of native title in ‘future acts’ after the introduction of the Native Title Act; and (d) provided for the procedures to claim and register native title, provided for a negotiation process in relation to future uses of native title land and to claim compensation for the extinguishment or impairment of native title. The Native Title Amendment Act 1998 (Cth) (the “Amendment Act”) extensively amended the Native Title Act. The Amendment Act validated titles which may have been invalidly granted over pastoral leases and certain other leasehold interests during the period 1 January 1994 to 23 December 1996. The Amendment Act also included a revised threshold test for the acceptance of native title claims, confirmed the extinguishment of native title by the grant of “exclusive possession” pastoral leases and certain other leasehold interests and included provisions intended to deal with overlapping claims. Anyone who claims to hold native title, either alone or with others, may lodge a claim with the Native Title Registrar. However, the claimants must establish the claim before native title can exist in the area. The absence of native title claims in an area does not mean that native title does not exist in an area. If the claimants satisfy the Native Title Registrar that the claim meets the legislative requirements, then the claim will be registered by the NNTT on the Register of Native Title claims. This registration entitles the claimants to procedural rights. Importantly, it entitles the claimants to the ‘right to negotiate’. Native title claims that are not registered by the NNTT are recorded on the Schedule of Applications Received. Claims entered on the Schedule of Applications Received can, at a later date, be properly registered if the claimant provides additional information and the Native Title Registrar is satisfied that the claimants rights and interests can prima facie be established.

3.3 Validity of Titles (a) TENEMENTS GRANTED AFTER 23 DECEMBER 1996 Tenements granted or renewed since 23 December 1996 which affect native title rights and interests will be valid provided that the Native Title Act has been complied with. All the granted Tenements as detailed in the Tenement Schedule have been granted since 23 December 1996.

(b) APPLICATIONS AND RENEWALS Future tenement grants including the valid grant of any tenement that may affect native title will require full compliance with the provisions of the Native Title Act, being in effect successful negotiation with registered native title claimant groups. The ‘conversion’ of a prospecting licence or exploration licence to one or more mining leases is a future act, giving rise to a ‘right to negotiate’. Any renewal of a tenement occurring after 31 December 1996 will not be subject to the ‘right to negotiate’ unless the renewal seeks to extend the area of the tenement, is for a longer term than the previous term or confers greater rights than the previous grant.

3.4 The Right to Negotiate The Native Title Act allows for the ‘right to negotiate’. The right to negotiate consists of a statutory period of negotiation between the Government party, the native title party and the grantee party. The parties must negotiate in good faith and if no agreement is reached, and at least six months have passed since the notification day, the matter is referred to the arbitral body for determination. The arbitral body then determines whether the act can be done, not done or done subject to conditions. A right then exists for the relevant minister to overrule the determination of the arbitral body if it considers it to be in the interest of the State. The right to negotiate process is not required to be followed in certain cases in respect of generally low impact mining tenements and future acts. In such cases, an expedited procedure can apply where unless a native title party lodges an objection within a prescribed

period, the grant of the tenement can proceed. For personal use only use personal For

ARUMA RESOURCES LIMITED 83 Further, the Native Title Act authorises the entering of Indigenous Land Use Agreements (“ILUAs”), which provide for native title claimants or holders and the grantee party to enter into agreements, which are registered at the NNTT and once registered, can serve to validate tenements that have already been granted and that may be invalid. ILUAs can also be used to obtain the native title claimant’s or holder’s consent to the granting of current tenement applications and to obtain the native title claimants or holders consent for future tenement applications within a certain area. ILUAs are a contractual arrangement between the current native title claimants and the relevant grantee party (mining company). Similarly, the grantee party and native title claimant groups can negotiate and enter into agreements covering heritage protocols for exploration and/or mining, which will facilitate the grant of tenement applications.

4. ABORIGINAL HERITAGE AND ABORIGINAL SITES 4.1 Commonwealth There is Commonwealth heritage legislation, the Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (“National Heritage Act”), which applies to the Tenements. The Act is aimed at the preservation and protection of significant Aboriginal areas and objects through their use in a manner inconsistent with Aboriginal traditions. There may be sites of Aboriginal heritage or significance that are subject to such legislation that are located on the land on which the Tenements are situated. This may affect prospecting, exploration or mining activities on the Tenements. In respect of any Aboriginal sites or places of Aboriginal heritage that are on the Tenements or may be identified on the Tenements, the Company will need to ensure that any interference with Aboriginal sites is in strict conformity with the provisions of the National Heritage Act.

4.2 Western Australia The Aboriginal Heritage Act 1972 (WA) also applies to the Tenements (“WA Heritage Act”). This Act makes it an offence to alter or damage an Aboriginal site or object on or under an Aboriginal site. An ‘Aboriginal site’ is defined to include any sacred, ritual or ceremonial site which is of importance and special significance to persons of Aboriginal descent. Although the WA Heritage Act states that the Minister has a duty to keep a record of Aboriginal sites, there is no requirement for an Aboriginal site to be registered in any public manner or, indeed, in any way acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for the purposes of the WA Heritage Act. We have not undertaken searches to ascertain if any Aboriginal sites have been registered in the vicinity of the Tenements under either the National Heritage Act or the WA Heritage Act as there is no obligation to register sites and in any event, the exact location of the sites is not ascertainable from such searches. Further, these enquiries are generally done by the mining company after the mining tenure applied for is granted and once a particular programme of work has been determined. In respect of any Aboriginal sites or places of Aboriginal heritage that are on the Tenements or may be identified on the Tenements, the Company may need to ensure that any interference with Aboriginal sites is in strict conformity with the provisions of the WA Heritage Act and the National Heritage Act.

5. QUALIFICATIONS Our Report is based on, and subject to, the assumptions and qualifications set out below and as otherwise specified elsewhere in this Report: • We have relied upon information provided by third parties, including government departments and have relied upon that information being accurate, complete and up to date as at the date of its receipt. • References to areas in the Tenement Schedule are taken from the searches and we have not verified the accuracy of such areas. We have not conducted positioning and spatial searches of the Tenements on the “TENGRAPH” system to determine the exact areas of the Tenements or the locations of any limitations or excisions upon the Tenements. • Compensation may have to be agreed and/or paid to the owner and occupier of private land situated within the Tenements and

For personal use only use personal For we express no opinion whether such arrangements are in place or need to be put into place.

84 ARUMA RESOURCES LIMITED • In relation to registration of agreements against the Tenements, we have had no instructions in relation to the registration of any agreements and express no opinion on the consequences of non-registration or otherwise. In addition, we cannot comment on any agreements that are not registered as a dealing, encumbrance or otherwise noted in the searches of the Tenements. • Native Title or Aboriginal heritage sites or objects may exist in the areas covered by the Tenements. We have conducted searches to ascertain what Native Title claims, if any, have been registered over these areas, but we have not conducted any independent investigations regarding the likely existence or non-existence of Native Title, Aboriginal heritage sites or objects. • Where Ministerial consent is required in relation to the Tenements or to the transfer the Tenements, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we are not aware of any matter which would cause consent to be refused. • We have assumed that other than as may otherwise be noted in our Report the tenement holders and the Company (where appropriate) have complied with all applicable provisions of the Mining Act 1978 (WA), and all other legislation or regulations relating to the Tenements and we note that the interest or rights of the Company in relation to the Tenements is subject to the current registered holders or the Company as the case may be, continuing to comply with all the applicable provisions of the Mining Act 1978 (WA), and other legislation or regulations relating to the Tenements and any conditions specifically applicable to the Tenements. We express no opinion on any compliance not disclosed on the face of the searches conducted for the purposes of this Report. • We have assumed that all instructions or information which we have received from the Company or any of its officers, agents, or representatives is accurate and complete in all respects. • This Report relates solely to the laws of Western Australia, to the extent applicable to the Tenements. We do not express or imply any opinion on, and have made no investigation of the laws of any other jurisdiction.

6. CONSENT Fairweather & Lemonis consent to being named in the Prospectus as being responsible for the preparation of this Report. Except for this Report, Fairweather & Lemonis: (a) has not authorised or caused the issue of the Prospectus; (b) is not responsible for any matter included in or omitted from this Prospectus; (c) makes no representation or warranty, either express or implied, with respect to the accuracy or completeness of the information contained in the Prospectus; and (d) disclaims liability to any persons in respect of any statement included in or omitted from the Prospectus. This Report is made solely for the benefit of the Company and its Directors in connection with the issue of the Prospectus and it is not to be relied on or disclosed to any other person or used for any other purpose without prior written consent.

Yours faithfully

FAIRWEATHER & LEMONIS For personal use only use personal For

ARUMA RESOURCES LIMITED 85

Notes 5 and 10 3, 4, 5, 6 5, 4, 3, and 10 2, 4, 6, 7 6, 4, 2, and 10 2, 4, 5, 6 5, 4, 2, and 10 2, 4, 5, 6 5, 4, 2, and 10 2, 4, 6, 7 6, 4, 2, and 10 1, 4, 5, 6 5, 4, 1, and 10 1, 4, 5, 6 5, 4, 1, and 10 1, 4, 6 4, 1, and 10 1, 4, 5, 6 5, 4, 1, and 10 1, 4, 6 4, 1, and 10 1, 4, 5, 6 5, 4, 1, and 10 Native Title Claims Title Native Accepted for Registration Central East Goldfields people Widgi people and Central East Goldfields people Widgi people Widgi people and Central East Goldfields people Widgi people and Central East Goldfields people Widgi people Widgi people and Central East Goldfields people Widgi people and Central East Goldfields people Widgi people Widgi people and Central East Goldfields people Widgi people Widgi people and Central East Goldfields people MLA = Mining Lease Application MLA = Mining Lease Registered Encumbrances Nil Agreement 3H/045 Agreement 3H/045 Agreement 3H/045 Agreement 3H/045 Agreement 3H/045 Agreement 3H/045 Agreement 3H/045 Agreement 3H/045 Agreement 3H/045 Agreement 3H/045 Agreement 3H/045 Current Annual Current Minimum Expenditure $2,000 $4,800 $4,800 $4,800 $4,800 $4,800 $4,800 $4,800 $4,800 $4,800 $4,800 $4,800 P = Prospecting Licence $103.95 $277.20 $277.20 $277.20 $277.20 $277.20 $277.20 $277.20 $277.20 $277.20 $277.20 $277.20 Current Annual Rent 45ha 120ha 120ha 120ha 120ha 120ha 120ha 120ha 120ha 120ha 120ha 120ha Area (Hectares or Blocks) 22/05/2011 18/04/2004 14/08/2004 04/09/2004 04/09/2004 14/08/2004 04/09/2004 04/09/2004 04/09/2004 04/09/2004 04/09/2004 04/09/2004 Expiry Date PLA = Prospecting Licence Application PLA = Prospecting Licence 23/05/2007 19/04/2000 15/08/2000 05/09/2000 05/09/2000 15/08/2000 05/09/2000 05/09/2000 05/09/2000 05/09/2000 05/09/2000 05/09/2000 Grant/ Application Date Status Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Granted Shares/ Ownership 100 100 100 100 100 100 100 100 100 100 100 100 ELA = Exploration Licence Application ELA = Exploration Licence Current Registered Applicant Holder or Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited

Hemisphere Resources Limited For personal use only use personal For E = Exploration Licence

P25/1806 P25/1620 P25/1590 P25/1589 P25/1588 P25/1587 P25/1586 P25/1585 P25/1584 P25/1583 P25/1582 Project Name Tenement and No (Western Australia) Glandore Project P25/1581 TENEMENT SCHEDULETENEMENT Report) 1 to Solicitors (Schedule Key:

86 ARUMA RESOURCES LIMITED

Notes 4, 5 and 4, 10 4 and 10 5 and 9 5 and 9 5 and 9 5 and 9 4, 5 and 4, 10 4, 5 and 4, 10 4 and 10 4, 5 and 4, 10 4 and 10 5 and 10 4 and 10 4 and 10 Native Title Claims Title Native Accepted for Registration Widgi people and Central East Goldfields people Widgi people Central East Goldfields people Central East Goldfields people Central East Goldfields people Central East Goldfields people Widgi people and Central East Goldfields people Widgi people and Central East Goldfields people Widgi people Widgi people and Central East Goldfields people Widgi people Central East Goldfields people Widgi people Widgi people Registered Encumbrances Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Current Annual Current Minimum Expenditure N/A N/A $7,880 $7,880 $5,640 $7,080 N/A N/A N/A N/A N/A $4,640 N/A N/A N/A N/A $455.07 $450.45 $325.71 $408.87 N/A N/A N/A N/A N/A $267.96 N/A N/A Current Annual Rent Area (Hectares or Blocks) 182ha 174ha 197ha 195ha 141ha 177ha 703ha 456ha 191ha 122ha 188ha 116ha 187ha 196ha Expiry Date N/A N/A 04/02/2014 04/02/2014 24/02/2014 24/02/2014 N/A N/A N/A N/A N/A 22/05/2011 N/A N/A Grant/ Application Date 21/04/2009 21/04/2009 05/02/2010 05/02/2010 05/02/2010 05/02/2010 23/08/2004 12/08/2004 21/04/2009 16/04/2004 21/04/2009 21/04/2009 23/05/2007 21/04/2009 Status Application Application Granted Granted Granted Granted Application Application Application Application Application Application Granted Application Shares/ Ownership 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Hemisphere Resources Limited Hemisphere Resources Limited Current Registered Applicant Holder or Plasia Pty Ltd Plasia Pty Ltd Plasia Pty Ltd Plasia Pty Ltd Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited

Hemisphere Resources Limited Hemisphere Resources Limited For personal use only use personal For PLA25/2090 PLA25/2089 P25/2076 P25/2075 P25/2074 P25/2073 MLA25/330 MLA25/329 PLA25/2094 MLA25/327 PLA25/2093 P25/1807 PLA25/2091 PLA25/2092 Project Name Tenement and No (Western Australia)

ARUMA RESOURCES LIMITED 87

Notes 8 and 10 10 10 10 10 10 5 and 10 5 and 10 5 and 10 Native Title Claims Title Native Accepted for Registration Wiluna Nil Nil Nil Nil Nil Central East Goldfields people Central East Goldfields people Central East Goldfields people Registered Encumbrances Nil Nil Nil Nil Nil Nil Nil Nil Nil Current Annual Current Minimum Expenditure N/A $7,760 $7,760 $7,760 $6,760 $7,840 $67,000 $20,000 $20,000 N/A $448.14 $448.14 $448.14 $390.39 $452.76 $7,944.86 $1,541.54 $1,660.12 Current Annual Rent 14 Blocks 194ha 194ha 194ha 169ha 196ha Area (Hectares or Blocks) 67 Blocks 13 Blocks 14 Blocks N/A 28/01/2013 28/01/2013 28/01/2013 28/01/2013 28/01/2013 Expiry Date 31/03/2010 08/02/2014 18/06/2014 11/02/2009 29/01/2009 29/01/2009 29/01/2009 29/01/2009 29/01/2009 01/04/2010 09/02/2009 19/06/2009 Grant/ Application Date Application Granted Granted Granted Granted Granted Granted Granted Status Granted Shares/ Ownership 100 100 100 100 100 100 100 100 100 Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited Hemisphere Resources Limited

Current Registered Applicant Holder or For personal use only use personal For Jundee South Project ELA53/1461 P38/3786 P38/3785 P38/3784 P38/3783 Laverton East Project P38/3782 E28/1855 E28/1849 Kurnalpi South Project E28/1833 Project Name Tenement and No (Western Australia)

88 ARUMA RESOURCES LIMITED

For personal use only use personal For P25/1581, P25/1582, P25/1583, P25/1584, P25/1585 and P25/1586 are the subject of conversion application 201743 under section 49 of the Mining Act which, if granted, will convert if granted, Act which, the Mining P25/1585 and P25/1586 are the subject of conversion application 201743 under section 49 P25/1584, P25/1583, P25/1582, P25/1581, A prospecting licence remains in force pending the determination of a conversion P25/1585 and P25/1586 into Mining Lease 25/330. P25/1584, P25/1583, P25/1582, P25/1581, application to a mining lease. P25/1588, will convert P25/1587, if granted, Act which, P25/1589 and P25/1590 are the subject of conversion application 201417 under section 49 Mining P25/1588, P25/1587, to a mining lease. A prospecting licence remains in force pending the determination of a conversion application P25/1589 and P25/1590 into Mining Lease 25/329. A prospecting licence into Mining Lease 25/327. will convert P25/1620, if granted, Act which, P25/1620 is the subject of conversion application 195972 under section 49 Mining remains in force pending the determination of a conversion application to mining lease. Widgi people and registered on 15 June 1998. 6243/98) made on behalf of the WAD WC98/27 (Federal Court Number The land the subject of this tenement is affected by native title claim 70/98) made on behalf of Central East Goldfields people and registered WAD WC99/30 (Federal Court Number The land the subject of this tenement is affected by native title claim 4 October 1999. (“AngloGold”) Lakewood Mill Pty Ltd and Mario Epis Australia Ltd, Ashanti AngloGold Agreement 3H/045 is the sale and purchase agreement dated 26 November 2003 between AngloGold and Mario Epis in to pay AngloGold sold the tenements to Lakewood Mill Pty Ltd and by which is required Agreement”) pursuant to which (“AngloGold Australia in respect of any the following tenements Western total the once only sum of $50,000 upon submitting a notice intent to mine at Department Mines and Petroleum, Hemisphere Resources Limited assumed the obligation P25/1590 and P25/1620. P25/1589, P25/1588, P25/1587, P25/1586, P25/1585, P25/1584, P25/1583, P25/1582, P25/1581, Agreement referred to in Note 10 below has agreed reimburse Hemisphere Acquisition Tenement Aruma Exploration Pty Ltd by the of Lakewood Mill Pty Ltd to pay the sum $50,000. Agreement. AngloGold AngloGold and Mario Epis in accordance with the Resources Limited for up to $50,000 that it has pay Tribunal) (but not the National Native system maintained by the Department of Mines and Petroleum “TENGRAPH” Australian Western Appraisal reports on the According to the Quick P25/1587 and P25/1590 are subject to a native title claim by the Central East Goldfields people (see Note 5 above). Wiluna claim registered on 24 September 1999. 6164/980) known as the WAD WC99/24 (Federal Court Number The land the subject of this tenement is affected by native title claim April 2010 and which is summarised in Schedule 2 of this Aruma Exploration Pty Ltd and Plasia dated 20 Agreement between Acquisition Tenement This tenement is subject to the Report. April 2010 and which is Aruma Exploration Pty Ltd and Hemisphere Resources Limited dated 12 Agreement between the Company, Acquisition Tenement This tenement is subject to the summarised in Schedule 2 of this Report.

Notes: Notes: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

ARUMA RESOURCES LIMITED 89

MATERIAL TENEMENT AGREEMENTS SCHEDULE (Schedule 2 to Solicitor’s Report)

1. Tenement Acquisition Agreement – Hemisphere Resources Limited On 12 April 2010, Aruma Exploration Pty Ltd (“Aruma Exploration”) and the Company entered into a Tenement Acquisition Agreement with Hemisphere Resources Limited (“Hemisphere Resources”) who is the holder of tenements E28/1833, E28/1849, E28/1855, P25/1581, P25/1582, P25/1583, P25/1584, P25/1585, P25/1586, P25/1587, P25/1588, P25/1589, P25/1590, P25/1620, P25/1806, P25/1807, P38/3782, P38/3783, P38/3784, P38/3785, P38/3786 and the applicant for ELA53/1461, PLA25/2089, PLA25/2090, PLA25/2091, PLA25/2092, PLA25/2093, PLA25/2094, MLA25/327, MLA25/329 and MLA25/330 (together the “Tenements”) by which, Aruma Exploration is to acquire all the right, title and interest to the Tenements and be provided with access to relvant mining information. On 15 April 2010, completion occurred under the agreement and Hemisphere Resources transfered all right, title and interest in the Tenements to Aruma Exploration and provided Aruma Exploration with access to the relevant mining information. At completion, amongst other things, Hemisphere Resources delivered to Aruma Exploration duly executed registrable transfers of the Tenements, disclosed all mining information held in relation to the Tenements and delivered all documents necessary to effect transfers of the Tenement. Aruma Exploration may now register the transfers subject to obtaining any necessary Ministerial approval. The consideration satisfied at completion was as follows: (a) the Company issued 39,999,995 Shares in the capital of the Company to Hemisphere Resources; and (b) Aruma Exploration covenanted in favour of Hemisphere Resources to reimburse up to $50,000 that Hemisphere Resources is obliged to pay to AngloGold Ashanti Australia Pty Ltd and Mario Epis upon submitting a notice of intent to mine in respect of some of the Tenements and otherwise in accordance with the terms of a deed of assumption with AngloGold Ashanti Australia Pty Ltd and Mario Epis. On and from completion, Aruma Exploration is entitled to possession of the Tenements and the mining information and became solely responsible for all rent, expenditure, rates and other obligations in respect of the Tenements. Hemisphere Resources provides warranties and covenants in relation to the Tenements that are usual in an agreement of this nature including that Hemisphere Resources is the sole holder or sole applicant of the Tenementsn and has full right, title and authority to

enter into the agreement. For personal use only use personal For

90 ARUMA RESOURCES LIMITED

2. Tenement Acquisition Agreement – Plasia Pty Ltd On 20 April 2010, Aruma Exploration Pty Ltd (“Aruma Exploration”) and the Company entered into a Tenement Acquisition Agreement with Plasia Pty Ltd (“Plasia”) who is the registered holder of prospecting licences 25/2073, 25/2074, 25/2075 and 25/2076 (together the “Tenements”) by which Aruma Exploration will acquire all right, title and interest in the Tenements. Plasia Pty Ltd is a company controlled by Mr Peter Schwann, the managing director of Aruma Resources Limited (“Company”). Under the terms of the agreement, Plasia will from completion sell to Aruma Exploration all of its right, title and interest in the Tenements free of encumbrances and disclose relevant mining information. Completion under the agreement is conditional upon the Company completing the capital raising under this Prospectus and receiving conditional approval to be admitted to the official list of the ASX on conditions acceptable to the Company by 31 May 2010 or such later date as the parties may agree in writing. Completion will occur within 3 business days of satisfaction of the condition. The consideration for the acquisition of the Tenements and the disclosure of the mining information is 125,000 fully paid ordinary shares in the capital of the Company. At completion, amongst other things, Plasia will deliver to Aruma Exploration duly executed registrable transfers of the Tenements and all other documents necessary to effect a transfer of the Tenements. Plasia will also disclose to Aruma Exploration all mining information in relation to the Tenements. From completion, Aruma Exploration may register the transfers. Plasia appoints Aruma Exploration as its attorney from completion, for the purposes of doing all things necessary to transfer the Tenements to Aruma Exploration. Plasia provides warranties and covenants in relation to the Tenements that are usual in an agreement of this nature including that Plasia is the registered holder of the Tenements and has full right, title and authority to enter into and perform its obligations under the

agreement. For personal use only use personal For

ARUMA RESOURCES LIMITED 91 9 MATERIAL CONTRACTS Set out below is a summary of the contracts to which the Company is a party which may be material in terms of this Prospectus and which are not otherwise summarised in Schedule 2 to the Solicitor’s Report. That Schedule summarises the tenement acquisition agreement with Hemisphere Resources Limited and the tenement acquisition agreement with Plasia Pty Ltd being the agreements by which the Company has or will acquire an interest in the tenements. To fully understand all rights and obligations of a material contract it would be necessary to review each contract in full and the summaries below should be read in that light.

9.1 Executive service agreement with Mr Peter Schwann The Company has entered into an Executive Service Agreement with Mr Peter Schwann. By the agreement Mr Schwann is employed as managing director of the Company to perform the functions and responsibilities of the role of managing director. The agreement commences from the date of listing of the Company on the ASX and continues until terminated by either party. The Company may terminate the employment without notice upon limited events akin to misconduct or incapacity. Additionally, either party may terminate the agreement without cause upon three months’ written notice. Mr Schwann’s remuneration will consist of $200,000 per annum base salary plus statutory superannuation and provision of a laptop computer and mobile telephone. The remuneration of Mr Schwann will be reviewed 12 months from the commencement date and every 12 months thereafter. Mr Schwann will not be paid a separate director’s fee for serving on the Board. The agreement is governed by the laws of Western Australia.

9.2 Lead Manager Mandate Agreement with Patersons Securities Limited The Company has entered into an agreement with Patersons Securities Limited (“Patersons”) by which Patersons has been appointed as the sole Lead Manager to the Offer under this Prospectus. The services that Patersons will perform relate to the management, marketing and selling/distribution of the Offer. The fees payable to Patersons upon successful completion of the Offer is a $60,000 corporate advisory fee and a selling fee of 5% plus GST of the amount raised under the Offer. Patersons may pass on any part of the selling fee to other Australian financial services licensees.

The agreement is governed by the laws of Western Australia. For personal use only use personal For

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10 ADDITIONAL INFORMATION

10.1 Interests of Directors Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director holds at the date of this Prospectus, or held at any time during the last two years before the date of lodgement of this Prospectus with ASIC, any interest in: (a) the formation or promotion of the Company; or (b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Company or the Offer; or (c) the Offer; and no amounts have been paid or agreed to be paid by any person and no benefits have been given or agreed to be given by any person: (d) to a Director or proposed Director to induce him or her to become, or to qualify as, a Director; or (e) for services provided by a Director or proposed Director in connection with the formation or promotion of the Company or the Offer.

Holdings of Directors As at the date of ASX listing the Directors will have a relevant interest in Shares and Options of the Company as set out in the table below.

Director Shares Options Paul Boyatzis Nil 1,000,000 Peter Schwann 125,000 2,000,000 Danny Costick Nil 1,000,000 Each Option is exerciseable at 27 cents by 31 March 2012. Full terms of the Options are set out in Section 10.4. The Directors are not required to hold any Shares in the Company under the Constitution.

Remuneration of Directors Mr Paul Boyatzis will be paid $72,000 per annum as a director’s fee plus statutory superannuation. In the two years prior to the date of this Prospectus Mr Boyatzis has received no renumeration. Mr Peter Schwann will be paid $200,000 per annum plus statutory superannuation as set out in section 9.1. Mr Schwann will not receive a separate director’s fee. In the two years prior to the date of this Prospectus Mr Schwann has received no renumeration. Mr Danny Costick will be paid $40,000 per annum as a director’s fee plus statutory superannuation. In the two years prior to the date of this Prospectus Mr Costick has received no renumeration.

Directors may be paid reasonable expenses incurred by them on business of the Company. For personal use only use personal For

ARUMA RESOURCES LIMITED 93 10.2 Interests of experts and advisors Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the two-year period ending on the date of this Prospectus, any interest in: (a) the formation or promotion of the Company; or (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or (c) the Offer. Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, securities or otherwise) have been paid or agreed to be paid to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Offer. Fairweather & Lemonis have acted as solicitors to the Offer. In respect of this work, the Company will pay approximately $25,000 exclusive of GST and disbursements. Additionally, Fairweather and Lemonis will be paid approximately $15,000 exclusive of GST for the provision of the Solicitor’s Report in this Prospectus. Subsequently fees will be paid in accordance with normal hourly rates. Fairweather & Lemonis has not received any other fees for services to the Company in the two years prior to the date of this Prospectus for other legal services. Hellman & Schofield Pty Ltd has prepared the Independent Geologist’s Report in this Prospectus. In respect of this work, the Company will pay approximately $30,000. Hellman & Schofield Pty Ltd has not received any other fees for services to the Company in the two years prior to the date of this Prospectus. Ord Nexia Pty Ltd has prepared the Investigating Accountant’s Report in this Prospectus. In respect of this work, the Company will pay approximately $8,000. Ord Nexia Pty Ltd has not received any other fees for services to the Company in the 2 years prior to the date of this Prospectus. Patersons Securities Limited is the Lead Manager to the Offer and will receive a $60,000 corporate advisor fee and a selling fee of 5% plus GST of the amount raised under the Offer. Patersons Securities Limited has not received any other fees for services to the Company in the two years prior to the date of this Prospectus.

10.3 Rights and liabilities attaching to Shares Full details of the rights and liabilities attaching to the Shares are: • detailed in the Constitution, a copy of which can be inspected, free of charge, at the registered office of the Company during normal business hours; and • in certain circumstances, regulated by the Corporations Act, the Listing Rules and the general law. The following is a summary of the more significant rights and liabilities attaching to the Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Voting Rights Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of members every member has one vote on a show of hands and one vote per Share on a poll. The person who holds a share which is not fully paid shall be entitled to a fraction of a vote equal to that proportion of a vote that the amount paid on the relevant share bears to the

total issue price of the share. Voting may be in person or by proxy, attorney or representative. For personal use only use personal For

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Dividends Subject to the rights of holders of shares issued with any special rights (at present there are none), the profits of the Company which the Board may from time to time determine to distribute by way of dividend are divisible to each share of a class on which the Board resolves to pay a dividend in proportion to the amount for the time being paid on a share bears to the total issue price of the share. All Shares currently on issue and the shares to be issued under this Prospectus are fully paid Shares.

Future Issues of Securities Subject to the Corporations Act and the Listing Rules, the Directors may issue, grant options over, or otherwise dispose of unissued shares in the Company at the times and on the terms that the Directors think proper and a share may be issued with preferential or special rights.

Transfer of Shares A shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX for the purpose of facilitating transfers in Shares or by an instrument in writing in a form approved by ASX or the Board.

Meetings and Notices Each shareholder is entitled to receive notice of, and to attend, general meetings for the Company and to receive all notices, accounts and other documents required to be sent to shareholders under the Constitution, the Corporations Act or the Listing Rules. Shareholders may requisition meetings in accordance with the Corporations Act.

Election of Directors There must be a minimum of three Directors. At every annual general meeting one third of the Directors (rounded to the nearest whole number) must retire from office. If the Company has fewer than three Directors, one Director must retire from office together with any Director who would have held office for more than three years if that Director remains in office until the next general meeting. These retirement rules do not apply to certain appointments including the managing director.

Indemnities To the extent permitted by law the Company must indemnify each past and present Director and secretary against any liability incurred by that person as an officer of the Company and any legal costs incurred in defending an action in respect of such liability.

Winding Up If the Company is wound up, the liquidator may, with the sanction of a special resolution of the shareholders: • divide the assets of the Company among the members in kind; • for that purpose fix the value of assets and decide how the division is to be carried out as between the members and different class of members; and • vest assets of the Company in trustees on any trusts for the benefit of the members as the liquidator thinks appropriate.

Shareholder Liability As the Shares under the Prospectus are fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

Alteration to the Constitution The Constitution can only be amended by a special resolution passed by at least three quarters of shareholders present and voting at the general meeting. At least 28 days written notice specifying the intention to propose the resolution as a special resolution must be

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Listing Rules If the Company is admitted to trading on the Official List, then despite anything in the Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision and it does not contain such a provision, the Constitution is deemed to contain that provision. If the Listing Rules require the Constitution not to contain a provision and it contains such a provision, the Constitution is deemed not to contain that provision. If a provision of the Constitution is inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

10.4 Terms of Existing Directors’ Options The Company has issued 4,000,000 Options to the Directors. The terms and conditions of the Options are as follows: (a) Each Option entitles the holder to one (1) Share. (b) The Options are exercisable at any time prior to 5.00pm WST on 31 March 2012 (“Expiry Date”). (c) The exercise price of the Options is 27 cents per Option. (d) The Options are freely transferable and quotation of the Options will not be sought. (e) The Company will provide to each Options holder a notice that is to be completed when exercising the Options (“Notice of Exercise”). The Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month. (f) Upon the exercise of an Option and receipt of all relevant documents and payment, the holder in accordance with paragraph (e) will be allotted and issued a Share ranking pari passu with the then issued Shares. (g) There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least seven business days after the issue is announced. This will give Option holders the opportunity (where available) to exercise their Options prior to the date for determining entitlements to participate in any such issue. (h) If there is a bonus issue (“Bonus Issue”) to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (“Bonus Shares”). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares. (i) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Option holder are to be changed in a manner consistent with the Listing

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10.5 Company tax status and financial year The Company will be taxed in Australia as a public company. The financial year of the Company ends on 30 June annually.

10.6 Dividend policy The Company does not intend to pay dividends on securities for the year ending 30 June 2010. Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend upon matters such as the availability of distributable earnings, the operating results and financial condition of the Company, future capital requirements, general business and other factors considered relevant by the Directors. No assurances in relation to the payment of dividends, or the franking credits attached to such dividends, can be given.

10.7 Expenses of the Offer The total estimated costs of this Prospectus at Full Subscription with all Oversubscriptions, including fees to be paid to the Lead Manager, solicitors, independent geologist and investigating accountant, listing fees, Prospectus design, printing and other miscellaneous expenses will be payable by the Company and these expenses are estimated to be approximately $580,000 exclusive of any GST which may be payable on that amount. This sum includes estimated fees to the Lead Manager of $410,000 at Full Subscription with all Oversubscriptions.

10.8 Consents The following parties have given their written consent to be named in this Prospectus and for the inclusion of statements made by those parties (as described below in the form and context in which they are included), and have not withdrawn such consent before lodgement of this Prospectus with ASIC. (a) Fairweather & Lemonis has consented to being named as the Solicitors to the Offer and the inclusion of the Solicitors Report in this Prospectus. (b) Hellman & Schofield Pty Ltd has consented to being named as the Independent Geologist to the Company and the inclusion of the Independent Geologist’s Report in this Prospectus. (c) Ord Nexia Pty Ltd has consented to being named as the Investigating Accountant to the Company and the inclusion of the Investigating Accountant’s Report in this Prospectus. (d) Patersons Securities Limited has consented to being named as Lead Manager to the Offer. (e) Advanced Share Registry Services has consented to being named as the Share Registry to the Offer. (f) Hemisphere Resources Limited has consented to the inclusion in this Prospectus of all statements referring to it. Each of the parties referred to above in this section: • does not make, or purport to make any statement in this Prospectus, or on which a statement made in this Prospectus is based other than as specified in this section; • to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in the Prospectus with the consent of that party as specified in this section; and

• has not caused or authorised the issue of this Prospectus. For personal use only use personal For

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10.9 Legal Proceedings Legal proceedings may arise from time to time in the course of the business of the Company. As at the date of this Prospectus, there are no material legal proceedings affecting the Company and the Directors are not aware of any legal proceedings pending or threatened against or affecting the Company.

10.10 Electronic Prospectus Pursuant to Class Order 00/44 the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with ASIC and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions. If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both. 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. For personal use only use personal For

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11 DIRECTORS’ RESPONSIBILITY AND CONSENT The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of the Shares pursuant to this Prospectus. Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

27 April 2010

Signed for and on behalf of Aruma Resources Limited by Mr Paul Boyatzis

Chairman For personal use only use personal For

ARUMA RESOURCES LIMITED 99 12 GLOSSARY Where the following terms are used in this Prospectus they have the following meanings:

AFSL Australian Financial Services Licence. Applicant a person who submits a valid Application Form pursuant to this Prospectus. Application a valid application to subscribe for Shares pursuant to either the Priority Offer or the Public Offer under this Prospectus. Application Form a Priority Offer Application Form or a Public Offer Application Form attached to this Prospectus. ASIC the Australian Securities & Investments Commission. ASX the ASX Limited ACN 008 624 691. Board the Board of Directors. Closing Date the Priority Offer Closing Date and the Public Offer Closing Date or an amended time as set by the Board. Company or Aruma Resources Aruma Resources Limited ABN 77 141 335 364 Constitution the constitution of the Company. Corporations Act the Corporations Act 2001 (Cth). Director a director of the Company. Full Subscription the amount to be raised under this Prospectus being $5,000,000 excluding Oversubscriptions. Hemisphere Hemisphere Resources Limited ABN 96 122 074 006 Hemisphere Shareholder shareholder of Hemisphere with a registered address in Australia or New Zealand. Independent Geologist Hellman & Schofield Pty Ltd JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia. Lead Manager Patersons Securities Limited ACN 008 896 311 AFSL 239 052 Listing Rules the listing rules of the ASX. Offer the Priority Offer and the Public Offer or either of them, as the context requires. Official List the official list of the ASX. Opening Date the Priority Offer Opening Date or the Public Offer Opening Date as the context requires. Oversubscription any amount to be raised under this Prospectus in excess of $5,000,000 and up to $7,000,000. Priority Offer the offer of up to 7,500,000 Shares to Hemisphere Shareholders with a registered address in Australia or New Zealand pursuant to this Prospectus and more particularly described in Section 2.2. Priority Offer Application Form the Application Form attached to or accompanying this Prospectus and which relates to the Priority Offer. Priority Offer Closing Date 26 May 2010 or an amended date as set by the Board. Priority Offer Opening Date the opening date for the Priority Offer under this Prospectus being 5 May 2010, Project a project in which the Company has an interest. Prospectus this Prospectus and includes the electronic prospectus. Public Offer the offer of Shares to the general public pursuant to this Prospectus and more particularly described in Section 2.3. Public Offer Application Form the Application Form attached to or accompanying this Prospectus and which relates to the Public Offer. Public Offer Closing Date 2 June 2010 or an amended date as set by the Board. Public Offer Opening Date the opening date for the Public Offer under this Prospectus being 5 May 2010. Share a fully paid ordinary share in the Company. Shareholder the registered holder of Shares in the Company. Share Registry Advanced Share Registry Services. WST Western Standard Time, Perth, Western Australia.

$ or Dollars Australian dollars unless otherwise stated. For personal use only use personal For

100 ARUMA RESOURCES LIMITED PRIORITY OFFER APPLICATION FORM

FOR SHAREHOLDERS OF HEMISPHERE RESOURCES LIMITED ONLY This Priority Offer Application Form relates to the issue of Shares in Aruma Resources Limited at 20 cents per Share pursuant to a Prospectus dated 27 April 2010. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Priority Offer Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if available) and a Priority Offer Application Form, on request and without charge.

Number of Shares applied for: Broker Stamp Application moneys at 20 cents per Share: $

Title Given Names/Company Name Surname/ACN

Joint applicants or account designation

Postal Address City/Town State Postcode

Contact Name Daytime Contact No. Email contact CHESS Details: PID HIN

Tax File No/Exemption Category Applicant 1 Applicant 2 Applicant 3

Payment Details Drawer Bank Branch Amount $ $

DECLARATION By lodging this Priority Offer Application Form and a cheque for the application money the Applicant hereby: (a) applies for the number of Shares specified in the Priority Offer Application Form or such lesser number as may be allocated by the Directors; (b) agrees to be bound by the Constitution of the Company; and (c) authorises the Directors to complete or amend this Priority Offer Application Form where necessary to correct any errors or

For personal use only use personal For omissions.

ARUMA RESOURCES LIMITED 101 INSTRUCTIONS 1. Enter the number of Shares you wish to apply for. Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. 2. Enter the total amount of application moneys payable. To calculate this amount, multiply the number of Shares you are applying for by the issue price for each Share. 3. Enter the full name(s) of all legal entities that are to be recorded as the registered holders. 4. Enter the postal address for all communications from the Company. 5. Enter the name and telephone number of the person who should be contacted if there are any questions with respect to this application. 6. If you are CHESS sponsored, enter your Participant Identification Number (PID) and Holder Identification Number (HIN), otherwise leave this box blank and a Shareholder Reference Number (SRN) will be allocated to you on issue. 7. Enter the tax file number(s) of the Applicant(s) - this is not mandatory. 8. Unless otherwise agreed by the Company, payment must be made to “Aruma Resources Limited - Share Offer Account” by cheque drawn or payable on a bank within Australia, crossed “Not Negotiable” and be in Australian dollars. Receipt of payment will not be acknowledged. 9. This Priority Offer Application Form does not need to be signed. Return of this Priority Offer Application Form with the required application moneys will constitute acceptance of that number of Shares stated on this form. If you have received a Priority Offer Application Form without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or electronic version of this Prospectus (or both).

CORRECT FORMS OF REGISTRABLE TITLE Note that only legal entities are allowed to hold securities. Priority Offer Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full name and the surname is required for each natural person. Priority Offer Application Forms cannot be completed by persons less than 18 years of age. Examples of the correct form of registrable title are set out below:

Type of Investor Correct Form of Registrable Title Incorrect Form of Registrable Title Trusts Mr John David Brown John Brown Family Trust Deceased Estates Mr John David Brown John Brown Partnerships Mr John David Brown and Mr Michael James Brown John Brown & Son Clubs/ Mr John David Brown Brown Investment Club or Unincorporated Bodies ABC Tennis Association Super Funds John Brown Pty Ltd John Brown Superannuation Fund

PAYMENT DETAILS Please note that if a Priority Offer Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept a Priority Offer Application Form, and how to construe, amend or complete it, shall be final. A Priority Offer Application Form will not be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque. Please deliver the completed Priority Offer Application Form (accompanied by a cheque for the application moneys) at any time prior to closing date to the Company: Delivery: Post: Advanced Share Registry Services Advanced Share Registry Services Unit 2, 150 Stirling Highway PO Box 1156 Nedlands WA 6009 Nedlands WA 6909

Applications must be received by the Priority Offer Closing Date. For personal use only use personal For Please telephone the Company on (08) 9481 2425 if you have any questions with respect to this Priority Offer Application form. Applications are for Shares as detailed in the Prospectus dated 27 April 2010.

102 ARUMA RESOURCES LIMITED PUBLIC OFFER

APPLICATION FORM This Public Offer Application Form relates to the issue of Shares in Aruma Resources Limited at 20 cents per Share pursuant to a Prospectus dated 27 April 2010. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is advisable to read this document before applying for Shares. A person who gives another person access to this Public Offer Application Form must at the same time and by the same means give the other person access to the Prospectus, and any supplementary prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary prospectus (if available) and a Public Offer Application Form, on request and without charge.

Number of Shares applied for: Broker Stamp Application moneys at 20 cents per Share: $

Title Given Names/Company Name Surname/ACN

Joint applicants or account designation

Postal Address City/Town State Postcode

Contact Name Daytime Contact No. Email contact CHESS Details: PID HIN

Tax File No/Exemption Category Applicant 1 Applicant 2 Applicant 3

Payment Details Drawer Bank Branch Amount $ $

DECLARATION By lodging this Public Offer Application Form and a cheque for the application money the Applicant hereby: (a) applies for the number of Shares specified in the Public Offer Application Form or such lesser number as may be allocated by the Directors; (b) agrees to be bound by the Constitution of the Company; and (c) authorises the Directors to complete or amend this Public Offer Application Form where necessary to correct any errors or

omissions. For personal use only use personal For

ARUMA RESOURCES LIMITED 103 INSTRUCTIONS 1. Enter the number of Shares you wish to apply for. Applications must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares. 2. Enter the total amount of application moneys payable. To calculate this amount, multiply the number of Shares you are applying for by the issue price for each Share. 3. Enter the full name(s) of all legal entities that are to be recorded as the registered holders. 4. Enter the postal address for all communications from the Company. 5. Enter the name and telephone number of the person who should be contacted if there are any questions with respect to this application. 6. If you are CHESS sponsored, enter your Participant Identification Number (PID) and Holder Identification Number (HIN), otherwise leave this box blank and a Shareholder Reference Number (SRN) will be allocated to you on issue. 7. Enter the tax file number(s) of the Applicant(s) - this is not mandatory. 8. Unless otherwise agreed by the Company, payment must be made to “Aruma Resources Limited - Share Offer Account” by cheque drawn or payable on a bank within Australia, crossed “Not Negotiable” and be in Australian dollars. Receipt of payment will not be acknowledged. 9. This Public Offer Application Form does not need to be signed. Return of this Public Offer Application Form with the required application moneys will constitute acceptance of that number of Shares stated on this form. If you have received a Public Offer Application Form without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or electronic version of this Prospectus (or both).

CORRECT FORMS OF REGISTRABLE TITLE Note that only legal entities are allowed to hold securities. Public Offer Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full name and the surname is required for each natural person. Public Offer Application Forms cannot be completed by persons less than 18 years of age. Examples of the correct form of registrable title are set out below:

Type of Investor Correct Form of Registrable Title Incorrect Form of Registrable Title Trusts Mr John David Brown John Brown Family Trust Deceased Estates Mr John David Brown John Brown Partnerships Mr John David Brown and Mr Michael James Brown John Brown & Son Clubs/ Mr John David Brown Brown Investment Club or Unincorporated Bodies ABC Tennis Association Super Funds John Brown Pty Ltd John Brown Superannuation Fund

PAYMENT DETAILS Please note that if a Public Offer Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept a Public Offer Application Form, and how to construe, amend or complete it, shall be final. A Public Offer Application Form will not be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque. Please deliver the completed Public Offer Application Form (accompanied by a cheque for the application moneys) at any time prior to closing date to the Company: Delivery: Post: Advanced Share Registry Services Advanced Share Registry Services Unit 2, 150 Stirling Highway PO Box 1156 Nedlands WA 6009 Nedlands WA 6909

Applications must be received by the Public Offer Closing Date. For personal use only use personal For Please telephone the Company on (08) 9481 2425 if you have any questions with respect to this Public Offer Application form. Applications are for Shares as detailed in the Prospectus dated 27 April 2010.

104 ARUMA RESOURCES LIMITED For personal use only use personal For

ARUMA RESOURCES LIMITED 105 ARUMA

Aruma Resources Limited ABN 77 141 335 364

24 Colin Street West Perth WA 6005 Tel: +61 8 9481 2425 Fax: +61 8 9481 1756

www.arumaresources.com For personal use only use personal For