MA L A G A SY SY M I N E RA LS LI ABN 84 121 700 105 M I T ED PRO S P EC T US Unit 7, 11 Colin Grove For the offer of 50,000,000 shares each WEST PERTH WA 6005 at $0.20 per share to raise $10,000,000 Tel +61 8 9463 6656 prospectus Fax +61 8 9463 6657 Web www.malagasyminerals.com Lead Manager to the issue: Element Capital Pty Ltd IMPORTANT INFORMATION: This is an important document that you should read in its entirety. If you do not understand it, you should consult your professional adviser without delay. The shares offered by this Prospectus should be considered speculative. Refer to section 10 for detail relating to investment risks. highlights of the issue • Madagascar – Investment Friendly MALAGASY MINERALS – A Fourth largest island in the world – approximate size of SOLID PROJECT PORTFOLIO NSW Australia Politically stable democracy – President recently re- Nickel-copper-coal-cobalt-PGE elected (2006) mineralisation in south-central Madagascar National mining culture – low operating costs Eight (8) 100%-owned projects - New mining code – modern transparent tenement totalling 6,300 square kilometres of administration regime tenure Major ongoing foreign-assisted upgrade in geological Five priority projects identified including data infrastructure defined targets of interpreted Voisey’s Major infrastructure development – 9,000km of roads Bay style nickel-copper-PGE rehabilitated mineralisation and basin coal at Sakoa Immediate follow up targets • Malagasy Minerals Limited – an established presence in incorporating up to 24,000m of drilling Madagascar planned for the first 18 months after 10 years in-country experience completion of the Offer Successful exploration track record BRGM – Madagascar: acquisition & ongoing Building Value In Madagascar co-operation • Experienced and successful management team Established operational bases with several drilling rigs • Long-term presence and experience in Madagascar Ongoing cash flow from quarrying dimension stone operations • Established operations bases in Madagascar • Senior operations management personnel based in BRGM Assets: Madagascar • Acquiring three drilling rigs with operators & support • 100%-owned tenements (8 projects – 6,300 sq km) – all equipment located in Madagascar • Operating assay laboratory and staff • Acquisition of BRGM – Madagascar key assets; including 3 drilling rigs • Adjacent to Ministry of Mines & mining tenements national offices for Madagascar • Coal assets in Sakoa region in southern Madagascar. • 19,000 square metre commercial property base in • Focussed on target commodities & mineralisation styles Antananarivo, the capital of Madagascar (Ni-Coal-Cu-Co-PGE-VMS) • Company offices and management residences on-site • Defined follow-up targets for interpreted Voisey’s Bay style mineralisation at Ampanihy Project • Ongoing co-operation and mutual support agreements with BRGM • Up to 24,000 metres drilling planned for first 18 months after completion of the Offer Objectives and Strategy Malagasy Minerals Ltd – The Assets • Create Shareholder wealth through focused exploration, discovery & development of significant nickel, coal, PGE & • Madagascar - a New Frontier copper ore bodies. Significant yet under explored metals province • Utilise the technically competent & experienced resource Over 7,000 recorded historical mineral occurrences team assembled by the Company. World-class mineral resource projects (e.g. Ni-Co- • Fast track evaluation & exploration of the Company’s ilmenite) currently under development priority projects utilising its own drilling rigs & established service base. Recent junior explorer success • Continually assess existing projects & create new • Madagascar – Strongly Prospective opportunities whilst remaining a focussed nickel-copper- coal-PGE explorer in southern Madagascar. Geologically linked to central-eastern Africa (Kenya- Tanzania) & western India. Exploration Programs Complex variety of rock associations and intrusions – and abundance & variety of minerals occurrences • Five (5) priority projects identified with immediate follow up and/or drill-ready targets delineated. Malagasy Minerals Limited Prospectus 1 • Focussing on rapid target delineation and aggressive Unforeseen advent of political instability in Madagascar follow-up with up to 24,000 metres of drilling planned A downturn in commodity prices within the first 18 months post-listing. Failure of third parties to perform contractual • Utilising established exploration teams and logistical obligations support infrastructure to enable sustained momentum in target generation and follow-up. • Refer to Section 10 for more information on investment risks that could adversely affect MML’s financial • Well-established in-country expertise will facilitate performance and the value of its Shares. acquisition of additional prospective exploration acreage. Key Investment Risks • This section is not intended to provide full information for investors • The following are risks the Company considers to be key considering an application for Shares offered pursuant to this investment risks: Prospectus. The Prospectus should be read and considered in its entirety. Failure of exploration to define economic mineral deposits Village of Miadakafeno west of Antsirabe Countryside southeast of Tulear 2 Malagasy Minerals Limited Prospectus corporate directory Directors Auditor & Investigating Accountant Max Cozijn – Chairman WHK Horwath Level 6, 256 St Georges Terrace Steven Goertz – Managing Director PERTH WA 6000 Guy LeClezio – Non Executive Director Peter Woods – Non Executive Director Independent Geologist RSG Global Pty Ltd Ground floor Company Secretary 1162 Hay Street Max Cozijn WEST PERTH WA 6005 Registered and Corporate Office Solicitors to the Company Unit 7, 11 Colin Grove Hardy Bowen Lawyers WEST PERTH WA 6005 Level 1, 28 Ord Street WEST PERTH WA 6005 Telephone: +61 8 9463-6656 Facsimile: +61 8 9463-6657 Internet: www.malagasyminerals.com Solicitors (Madagascar) Postal Address Lexel Juridique & Fiscal PO Box 2818 Zone Tana Water Front WEST PERTH WA 6872 Ambodivona Antananarivo 101 Madagascar Share Registry Security Transfer Registrars Pty Ltd Madagascar Corporate Advisors 770 Canning Highway Fidafrica Madagascar APPLECROSS WA 6153 Rue Rajakoba Augustin Telephone: +61 8 9315 2333 Ankadivato – Antananarivo 101 Madagascar Facsimile: +61 8 9315 2233 Lead Manager Stock Exchange Listing Element Capital Pty Ltd ASX Limited 52 Ord Street ASX Code: MGY West Perth WA 6005 MML Office Staff - Madagascar Malagasy Minerals Limited Prospectus 3 important notices & statements General The purpose of the Exposure Period is to enable examination of this Prospectus by market participants prior to the This Prospectus is dated and was lodged with ASIC on 23 acceptance of Applications and the raising of funds. That May 2008. Neither ASIC nor ASX take responsibility for the examination may result in the identification of deficiencies in contents of this Prospectus. the Prospectus and, in those circumstances any Application that has been received may need to be dealt with in No Shares will be issued or granted on the basis of this accordance with section 724 of the Corporations Act. Prospectus after the Closing Date which will be not later than 13 months after the date of this Prospectus. Speculative Investment The Prospectus will generally be made available in electronic The Shares offered under this Prospectus are considered form during the Exposure Period by being posted on speculative. There is no guarantee that the Shares offered by the Company’s website at www.malagasyminerals.com. this Prospectus will make a return on the capital invested, that Persons having received a copy of this Prospectus in its dividends will be paid on the Shares or that there will be an electronic form may obtain an additional paper copy of this increase in the value of the Shares in the future. Prospectus and the Application Form (free of charge) from the Company’s principal place of business during the Offer Potential investors should carefully consider whether the Shares Period by contacting the Company. The Offer constituted offered by this Prospectus are an appropriate investment for by this Prospectus in electronic form is only available to them in light of their personal circumstances, including their persons receiving an electronic version of this Prospectus and financial and taxation position. Refer to Section 10 for details Application Form within Australia. relating to the risks associated with investing in the Company. Applications for Shares will only be accepted on the Application Form accompanying this Prospectus or in its Using this Prospectus paper copy form as downloaded in its entirety from www. Persons wishing to subscribe for Shares offered by this malagasyminerals.com. The Corporations Act prohibits any Prospectus should read this Prospectus in its entirety in order person from passing on to another person the Application to make an informed assessment of the assets and liabilities, Form unless it is accompanied by or attached to a complete financial position and performance, profits and losses and and unaltered copy of this Prospectus. prospects of the Company and the rights and liabilities No person is authorised to give any information or to make attaching to the Shares offered pursuant to this Prospectus. any representation in connection with the Offer other than If persons considering subscribing for the Shares offered by as is contained in this Prospectus. Any information