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 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 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 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 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.