MA L A G A SY LI M I T ED M I N E RA LS

ABN 84 121 700 105 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 completion of the Offer  10 years in-country experience  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 or this Prospectus have any questions, they should consult their representation not contained in the Prospectus should not be stockbroker, solicitors, accountants or professional advisers for relied on as having been made or authorised by the Company advice. or its Directors in connection with the Offer. Investors wishing to subscribe for Shares should complete the The Company is not admitted to the Official List of ASX. relevant Application Form included in, or accompanying, this The Company will apply, within 7 days of the date of this Prospectus as applicable. Prospectus, for admission of the Company and Official Quotation of the Shares to the Official List. Glossary Defined terms and abbreviations used in this Prospectus are Foreign Investors explained in the Glossary in Section 14. Additionally, defined No offer is made by this Prospectus in any jurisdiction outside geological terms can be found in the Glossary accompanying Australia. The distribution of this Prospectus in jurisdictions the Independent Geologists Report in Section 5. 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 laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where it would be unlawful to issue this Prospectus. Exposure Period

Applications for Shares under this Prospectus will not be processed until after expiry of the Exposure Period pursuant to Chapter 6D of the Corporations Act. No preference will be conferred on Applications received during the Exposure Period. All Applications received during the Exposure Period will be treated as if they were simultaneously received on the date on which the Offer opens. If the Exposure Period is extended by ASIC, Applications will not be processed until after expiry of the extended Exposure Period.

4 Malagasy Minerals Limited Prospectus Contents

1. Letter from the Chairman 6

2. Details of Offer 7

3. The Company’s Projects 12

4. Board and Management 35

5. Independent Geologist’s Report 36

6. Independent Accountant’s Report 75

7. Tenement Report 89

8. Material Contracts Summary 104

9. Corporate Governance 108

10. Risk Factors 111

11. Rights Attaching to Shares 115

12. Additional Information 116

Labradorite in outcrop at Ianapera 13. Authorisation 120

14. Glossary of Terms 121

Application Forms & Instructions

Indicative Timetable of the Offer Lodgement of Prospectus with ASIC 23 May 2008 Expected Opening Date 1 30 May 2008 Expected Closing Date 2 30 June 2008 Expected Allotment Date 3 7 July 2008 Proposed date of trading of Shares on ASX to commence3 21 July 2008 Notes 1 Subject to the Exposure Period. Any extension of the Exposure Period will impact on the Opening Date. 2 Investors are encouraged to submit their Applications as early as possible. The Directors reserve the right to close the Offer earlier or later than as indicated above without prior notice to investors. 3 Anticipated dates only. The date the Shares are expected to be issued and/or commence trading on ASX may vary with any change to the Closing Date. Ianapera coal sample

Malagasy Minerals Limited Prospectus 5 letter from the chairman

Dear Investor,

It is my pleasure on behalf of the Board of Directors of Malagasy Minerals Limited (“MML”) to invite you to become a Shareholder in the Company pursuant to this Prospectus offer.

The Company is seeking to raise $10 million with the issue of 50 million fully paid ordinary Shares at an issue price of 20 cents per Share.

MML was established specifically to pursue the rapid development of mineral resources in Madagascar, the world’s fourth largest island, which hosts significant under explored mineral provinces. The country has a mining culture and in the past decade has 1 made significant advances in establishing a modern mining code and a politically stable democracy. The Company has fast tracked its development since incorporation on 22nd September 2006 with the acquisition of 100% of the issued capital of Mada Aust SARL (“MDA”) a Madagascar-based exploration company established more than 10 years ago, holding approximately 2,000 sq km of granted prospective tenements in the south of Madagascar. MDA is managed by Mr. Jules LeClezio, a French Mauritian by birth, assisted by Dr Peter Woods (geologist) and Mr Guy LeClezio (his brother) both based in Perth, has successfully built an experienced team of geologists and administrative personnel in Madagascar. Following the acquisition of MDA in April 2007, MML commenced negotiations with the French based geoscientific group, Bureau de Recherchés Géologiques et Minières (“BRGM”) to acquire their commercial drilling and assaying business in addition to land and buildings on approximately 19,000 sqm of land which includes a number of offices, warehouses and residences, as well as the BRGM drilling and assaying facilities, at their base in Antananarivo, the capital city of Madagascar. These negotiations were successfully concluded on 13th December 2007 in Orleans France, with the execution of legal agreements.

The purpose of this Prospectus raising is to allow for the funding of the acquisition costs of MDA and the BRGM assets, and to provide exploration funds to aggressively explore and develop the company’s tenement holdings which now cover approximately 6,300 sq km of tenements, with a primary commodity focus on Coal, Nickel, Copper & PGE mineral occurrences.

There are five main projects that will be rapidly assessed and drilled within the first 18 months of listing. These include the Ampanihy Nickel, Copper, PGE project which has a structural setting similar to the Voisey’s Bay area in eastern Canada, where a massive nickel deposit is associated with Labradorite intrusives. In Madagascar these Labradorite intrusives are being quarried by three companies on a Royalty basis, while MDA retains the rights to all other minerals. The Labradorites contain numerous disseminations of sulphide, as evidenced by prior and current field exploration programmes and (petrographic) study of cut samples. Interpretation of airborne geophysical data in and around these intrusives has indicated several areas of prospectivity worthy of follow up; these deposits constitute our primary target.

Additionally, at the Vohibory Project MML has identified the Ianapera coal occurences and significant copper anomalies with surface samples of up to 29% copper.

Through these strategic acquisitions, MML has developed a significant local presence in Madagascar with an experienced work force through out the group of over 50 personnel, the majority of whom are locals. It is envisaged that Managing Director Mr. Steven Goertz will relocate his family to Madagascar post listing, and that the operations will be run and managed from Madagascar, with only the corporate administration services being managed from Perth.

The primary objectives of MML are to “Create Shareholder wealth through focused exploration, discovery and development of significant nickel, coal, copper & PGE ore bodies, utilising modern exploration techniques and the technically competent and experienced resource team assembled in Madagascar”.

I recommend that you read this Prospectus thoroughly and we look forward to your participation as a Shareholder in advancing our exciting projects for the benefit of all stakeholders.

Yours sincerely,

Max Cozijn Chairman

23 May 2008

6 Malagasy Minerals Limited Prospectus details of offer

2.1 The Offer This Prospectus invites investors to apply for up to 50,000,000 Shares at an issue price of $0.20 per share to raise $10,000,000.

The Offer is subject to the Minimum Subscription of $8,000,000. Refer to Section 2.6 for details of the Minimum Subscription.

The Shares issued under this Prospectus will be fully paid and rank equally with other Shares on issue.

2.2 Capital structure 2 Minimum Subscription Offer

$ % of Shares $ % of Shares

Present issued capital 30,000,003 35.3 30,000,003 31.6

Shares to be issued on Official 1 15,000,000 17.6 15,000,000 15.8 Quotation1

Shares to be issued under this 40,000,000 47.1 50,000,000 52.6 Prospectus.

Total Shares 85,000,003 100% 95,000,003 100%

Options: Number of Options

All Options proposed to be issued will have an exercise price of 20 cents per share and have a 5 year term

Options to be issued to Directors subject to Shareholder approval following Official Listing 3,000,000

Options to be issued to Midas Consultancy Ltd upon Official Listing 1,000,000

Options that maybe issued to parties assisting in the IPO2 5,000,000

Note 1: The Company currently has 15,000,000 preference shares on issue, which will convert into Shares upon Official Quotation. Note 2: The Company reserves the right to issue up to 5,000,000 options to any party assisting in this Offer after Official Quotation.

Country around Amphanihy

Malagasy Minerals Limited Prospectus 7 2.3 Purpose of the Offer and use of funds The Company is seeking to raise $10,000,000 pursuant to the Offer.

The table below sets out the proposed use of funds based on achievement of full subscription of the Offer and the Minimum Subscription.

Expenditure Minimum Subscription ($8m) Offer ($10m) 2 Yr 1* Yr 2* TOTAL ($) Yr 1* Yr 2* TOTAL ($) Exploration Expenditure 1,299,000 951,000 2,250,000 2,129,000 1,971,000 4,100,000

Corporate Costs:

Administration Costs 570,000 650,000 1,220,000 570,000 650,000 1,220,000

Costs of the Offer 650,000 nil 650,000 750,000 nil 750,000

BRGM Acquisition 3,988,000 nil 3,988,000 3,988,000 nil 3,988,000

MASARL Payment 750,000 nil 750,000 750,000 nil 750,000

Working Capital 32,000 nil 32,000 82,000 nil 82,000

TOTAL ($) 7,289,000 1,601,000 $8,890,000 8,269,000 2,621,000 $10,890,000

Available Funds:

Balance of Seed Capital 890,000 890,000 890,000 890,000

Gross Funds raised IPO 8,000,000 8,000,000 10,000,000 10,000,000

TOTAL ($) 8,890,000 $8,890,000 10,890,000 $10,890,000

* Year commencing from the date of the commencement of Official Quotation of the Company’s Shares on the Official List of ASX in the case of ‘YR 1’ or the anniversary of that listing in the case of ‘YR 2’.

Although the proceeds of the Offer are primarily to be used shareholders. MRNL directors who are MRNL shareholders as summarised in the above table, the actual allocation of may elect to participate in the priority invitation as well. funds may change depending upon the results of exploration programmes and the analysis of those results, and the timing Subject to each MRNL shareholder’s priority invitation to of the grant of the tenements under application. acquire a minimum of 10,000 Shares, the Directors of MML will allocate the 10,000,000 Shares available to MRNL Working Capital Adequacy shareholders in their absolute discretion. The Directors consider that the monies to be raised pursuant to the Offer will provide sufficient working capital to carry out its stated objectives set out in this Prospectus. 2.5 Minimum application under Offer 2.4 Priority Invitation – MRNL Applications under the Offer must be for a minimum of Shareholders 10,000 Shares ($2,000) and thereafter in multiples of 1,000 Shares ($200). Applications to subscribe for Shares under the As the formation of MML was supported by MRNL, each MRNL Offer will only be accepted on the Application Form attached shareholder will be given a priority invitation to acquire a to this Prospectus. minimum parcel of 10,000 Shares. The Company will make a total of up to 10 million Shares available in priority to MRNL

8 Malagasy Minerals Limited Prospectus 2.6 The fact that ASX may admit the Company to the Official List Minimum Subscription is not taken in any way as an indication of the merits of the The minimum subscription is $8,000,000 (40,000,000 Company or the Shares offered by this Prospectus. ASX takes Shares) (“Minimum Subscription”). no responsibility for the contents of this Prospectus.

None of the Shares offered by this Prospectus will be If ASX does not grant permission for Official Quotation of the issued if valid Applications for 40,000,000 Shares are not Shares within three months after the date of this Prospectus received. Should valid Applications for 40,000,000 Shares (or within such longer period as may be permitted by ASIC) not be received within four months from the date of this none of the Shares offered by this Prospectus will be allotted Prospectus, the Company will either repay the Application and issued. If no allotment and issue is made, all Application Monies to Applicants or issue a supplementary prospectus or Monies will be refunded to Applicants (without interest). replacement prospectus and allow Applicants one month to 2 withdraw their Applications and Application Monies will be 2.10 Allotment repaid (without interest). Application Monies will be held in trust for Applicants until 2.7 allotment of the Shares. Any interest that accrues will be Lead Manager retained by the Company. No allotment of Shares under The Offer is not underwritten. this Prospectus will occur until the Minimum Subscription is reached. The Company has appointed Element Capital as lead manager to the Offer who will be paid fees as detailed in The Company reserves the right to reject any Application or to Section 8.8. issue a lesser number of Shares than those applied for. Where the number of Shares issued is less than the number applied for, surplus Application Monies will be refunded (without 2.8 How to apply interest) as soon as reasonably practicable after the Closing Date. If you wish to invest in the Company complete the Application Form attached to this Prospectus. Completed Application Shares under the Offer are expected to be allotted, and Forms should be returned to the Company’s Share Registry, shareholding statements dispatched, on or before the together with the Application Monies in full, prior to 5.00pm Allotment Date. (WST) on the Closing Date. Alternatively complete a paper copy of the electronic Application Form which accompanies the electronic version of the Prospectus which can be found 2.11 CHESS and downloaded from www.malagasyminerals.com The Company will apply to participate in the Clearing House Completed Application Forms and Application Monies should Electronic Sub-register System (CHESS), operated by ASX be returned to the Share Registry as follows: Settlement and Transfer Corporation Pty Ltd (ASTC) (a wholly By post to: owned subsidiary of ASX), in accordance with the Listing Malagasy Minerals Limited Rules and ASTC Operating Rules. On admission to CHESS, c/- Security Transfer Registrars Pty Ltd the Company will operate an electronic issuer-sponsored PO Box 535 sub-register and an electronic CHESS sub-register. The two APPLECROSS WA 6953 sub-registers together will make up the Company’s register of Shareholders. Or delivered to: Malagasy Minerals Limited The Company will not issue certificates to Shareholders. c/- Security Transfer Registrars Pty Ltd Instead, as soon as is practicable after allotment, successful 770 Canning Highway Applicants will receive a holding statement which sets out the APPLECROSS WA 6153 number of Shares issued.

A holding statement will also provide details of a security Refer to the instructions on the back of the Application holder’s Holder Identification Number (HIN) (in the case of a Form when completing your Application. Cheques must be holding on the CHESS sub-register) or Shareholder Reference made payable to ‘Malagasy Minerals Limited – Subscription Number (SRN) (in the case of a holding on the issuer Account’ and crossed ‘Not Negotiable’. All cheques must be sponsored sub-register). in Australian currency. Following distribution of these initial holding statements, an The Offer may be closed at an earlier date and time at the updated holding statement will only be provided at the end discretion of the Directors, without prior notice. Applicants of any month during which changes occur to the number are therefore encouraged to submit their Application Forms as of Shares held. Shareholders may also request statements early as possible. However, the Company reserves the right to at any other time (although the Company may charge an extend the Offer or accept late Applications. administration fee).

2.9 Official Quotation 2.12 Dividend policy Application for admission of the Company to Official The extent, timing and payment of any dividends in the future Quotation of the Shares on the Official List will be made will be determined by the Directors based on a number within 7 days of the date of this Prospectus.

Malagasy Minerals Limited Prospectus 9 of factors, including future earnings and the financial It is the responsibility of any overseas Applicant to ensure performance and position of the Company. compliance with all laws of any country relevant to his or her Application. The return of a duly completed Application Form At the date of issue of this Prospectus the Company does not will be taken by the Company to constitute a representation intend to declare or pay any dividends in the immediately and warranty that there has been no breach of such law and foreseeable future. that all necessary approvals and consents have been obtained.

2.13 Risk factors of an 2.15 Restricted Shares investment in the Company Chapter 9 of the Listing Rules prohibits holders of restricted securities from disposing of those securities or an interest in Prospective investors should be aware that an investment in 2 those securities or agreeing to dispose of those securities or an the Company should be considered speculative and involves a interest in those securities for the relevant restriction periods. number of risks inherent with mineral exploration. Section 10 The holder is also prohibited from granting a security interest contains details of key risk factors which investors should be over those securities. aware of. It is recommended that potential investors consider these risks carefully before deciding whether to invest in the None of the Shares issued pursuant to the Offer are expected Company. to be restricted securities.

This Prospectus should be read in its entirety as it provides In accordance with the Listing Rules, the Directors expect the information for potential investors to decide whether to ASX may classify the some of the Shares and Options on issue invest in the Company. If you have any questions about the as at the date of this Prospectus as restricted securities. desirability of, or procedure for, investing in the Company please contact your stockbroker, accountant or independent adviser. 2.16 Withdrawal The Directors may at any time decide to withdraw this 2.14 Overseas applicants Prospectus and the Offer in which case the Company will return all Application Monies without interest within 28 days of No action has been taken to register or qualify the Shares, giving notice of the withdrawal. or the Offer, or otherwise to permit the public offering of the Shares, in any jurisdiction outside Australia. 2.17 Enquiries The distribution of this Prospectus within jurisdictions outside Australia may be restricted by law and persons into whose Enquiries relating to this Prospectus or requests for additional possession this Prospectus comes should inform themselves copies of this Prospectus should be directed to the Company about and observe any such restrictions. Any failure to comply Secretary at Unit 7, 11 Colin Grove, West Perth, Western with these restrictions may constitute a violation of those laws. Australia 6005 or by telephoning (08) 9463 6656.

The Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

Granite intrusive near Ambatolampy south of Antananarivo

10 Malagasy Minerals Limited Prospectus 2

madagascar: project areas

Malagasy Minerals Limited Prospectus 11 the company’s projects 3.1 Overview Mineral Sector & Legal Framework The minerals sector and mining law generally are currently History, Physiography, Culture & Government well advanced on a programme of comprehensive Madagascar is located in the Indian Ocean off the eastern restructuring, a process likely to be ongoing for some time. coast of southern Africa, separated from the mainland by the The International Monetary Fund and the World Bank Madagascar Channel. It is the fourth largest island in the have previously proposed a USD38.65M programme, the world, approximately 1600km in length and 500km in width, ‘Mineral Resources Governance Project’, to facilitate reform comprising some 590,000 square kilometre’s; approximately of the Malagasy minerals sector. This programme is far- equivalent to the size of the state of New South Wales, reaching, encompassing significant taxation reform, geologic, Australia. 3 geochemical and geophysical mapping programmes and Due to its size, Madagascar is comprised of several distinct promotion of private investment in the Malagasy mining sector. geographic regions, a high central plateau, largely deforested At the instigation of the World Bank, a new mining code was tropical east coast, scrubby savannah lowlands along the west promulgated in 1999, followed in 2000 by a decree on the coast, and desert in the south. The topography is generally conditions of application. In conjunction with this step, the hilly, the thick jungle regrowth of the east coast providing a ‘Bureau du Cadastre Minière de Madagascar’ (also known as logistically difficult environment in which to operate. the ‘Mining Cadastre Registry’); was established in May 2000. The Tropic of Capricorn passes across the south of the The Mining Cadastre Registry is designed to serve as a ‘one- island; hence it is subject to frequent cyclonic weather in the stop tenement office’ for mining operators. December to June period, particularly along the east coast. The mineral tenement database has successfully been Madagascar has an ethnically diverse population of upgraded to a fully computerised database. The tenement approximately 18 million people, comprising peoples of research and application regime is now quite transparent Indo-Asian, African, Arab, Indian and Portuguese origin. The and largely free from much of the opacity and associated dominant ethnicity within Madagascar are the Merina people, uncertainties of the previous system. a group predominantly of Indonesian origin. They comprise A detailed discussion of the regulations and application of the highlanders, occupying the central highland plateau of mineral tenure in Madagascar is included in this document at Madagascar, with people of African descent occupying the Section 6. coastal parts of the country; Arabian and Portuguese in the extreme north. Additionally, Indians are ubiquitous throughout Madagascar. 3.2 Geological setting & Madagascar is officially bilingual; French being the language mineralisation potential of government, business and the educated elite, with Malagasy comprising the official ‘local’ language. English is Madagascar comprises a fragment of the African Plate, taught in schools but is not widely spoken outside of business rifted from the vicinity of Tanzania at the time of the break- and government circles. The average official literacy rate is up of Gondwana some 200 million years ago. At that time 70%. Madagascar remained joined with India; moving east-by-south until the late Cretaceous (i.e. approximately 70 million years The capital of Madagascar is Antananarivo (‘Tana’ / ago), whereupon the two land masses split apart. ‘Tananarive’) a city of approximately 1,500,000 people located in the central eastern area of the island. The name The eastern two-thirds of Madagascar is composed means ‘a thousand towns’ and the city layout resembles a of Precambrian basement complex of Archaean to ‘growing together’ of numerous smaller population centres. Neoproterozoic age (the Malagasy Shield). The rocks Located approximately 150 kilometres inland from the central provide a record of the opening and closing of a major – eastern coast of Madagascar, Antananarivo lies at an Neoproterozoic ocean and mountain building event during the elevation of just over 4000 ft above sea level. assembly of Gondwana. This amalgamation formed one the largest orogenic belts known on the planet, the East African Subsequent to 65 years of French colonial rule, Madagascar Orogen, stretching from the Middle East to southern Africa, gained its independence in 1960. Despite an ongoing a distance of 7,000km. In Madagascar, a series of accreted association with the former Soviet Union during the following Proterozoic terraines were thrust over a fragment of Archaean two decades, the French maintained a reasonably strong basement, thought to have once been part of the Dharwar presence that continues to this day. Madagascar is governed Craton of India. These orogenic belts and associated thrust under a unitary, bicameral system comprising a National sheets show variable but generally high (upper amphibolite to Assembly (Lower House) and a Senate, overseen by an granulite facies) metamorphic deformation. Executive branch comprising a directly elected President and a Prime Minister and PM-appointed Cabinet. The current Nonconformably overlying the crystalline rocks of the President is Marc Ravalomanana, a successful businessman Malagasy Shield is a sequence of Upper Palaeozoic to middle who has put a priority on integrating Madagascar into Mesozoic sediments. These unmetamorphosed sediments the international community. Having decisively won the comprise the western third of the country and are dominated most recent national election in December 2006, Mr by the Karoo Supergroup, so named due to its known similarity Ravalomanana is well positioned to continue with his and presumed correlation to its namesake sequence in South progressive reform programme. Africa. Various components of the Karoo sediments host the bulk of known uranium and coal occurrences in Madagascar.

12 Malagasy Minerals Limited Prospectus 3

Malagasy Minerals Limited Prospectus 13 their Ambodilafa project in the Valozoro region, their Londokomanana project in the Andriamena massif north of Tana and the Itsindra / Lanjanina project west of Ambodilafa. These programmes are all targeting intrusive- related Ni-Co-PGE mineralisation, with Itsindra additionally targeting skarn-hosted Cu-Pb-Zn-Mo mineralisation.

According to historical records of the Madagascar Geological Survey, modest deposits of copper occur at Ambatovarahina (approximately 250,000 T averaging 4.75% Cu) in central Madagascar southeast of the Capital, Besakoa (Vohibory area - approximately one million tonnes averaging 0.6% Cu) 3 adjacent to Company projects in the south and Daraina in the extreme north. These are generally hydrothermally Gondwana supercontinent showing Madagascar in red generated polymetallic deposits with a Cu-Pb-Zn-(Ag) association. Surface indicators commonly manifest as Cu-rich Madagascar is interpreted as having undergone several gossans (NB: whilst these mineralisation quantifications are periods of structural deformation in the mid-Proterozoic included for reference and information purposes, the reader is to early Palaeozoic, equating with the amalgamation cautioned that these are historical figures; that there has been of Gondwanaland. In its latter stages, this process was insufficient exploration to define a Mineral Resource and that associated with the intrusion of granite and later pegmatite. it is uncertain if further exploration in these areas will result in A major resultant feature of this formational process is the the determination of a Mineral Resource). NW-SE striking Bongolava - Ranotsara Shear Zone, a sinistral structure which truncates the Malagasy Shield over a 400km No significant occurrences of PGE’s are currently known extent and has been correlated with equivalent structures on within Madagascar. PGE’s are known to occur within the African mainland and Sri Lanka. comparatively small (i.e. 1 to 5 km long x 1 to 2km wide) ultramafic intrusives of dunitic to pyroxenitic composition Subsequent rifting associated with the separation of India (e.g. Andriamena Cr deposit). PGE concentrations in these and Madagascar in the late Mesozoic resulted in numerous environments are in the range of 50 to 100 ppb (Pt + Pd), volcanic events of varying composition. with historical nickel-copper values in drilling in excess of 2% nickel and 0.4% copper. Additionally, the abovementioned Initial orogenic activity provided the driving force for Jubilee Platinum are exploring PGE occurrences within their metalliferous mineralisation within Madagascar, with various tenement holdings in central and eastern Madagascar. subsequent early Palaeozoic granite intrusions and Cretaceous rhyolitic volcanism providing a primary source for uranium and On the available evidence the most likely model for economic the various gemstones for which the country is so well known. PGE mineralisation occurrence within Madagascar is the Country Rock Contamination Type. At Noril’sk and Voisey There are a wide variety of mineral deposits in Madagascar, Bay (two of the largest Ni-Cu-PGE deposits in the world), including precious, base and strategic metals, non- sulphur saturation is attributed to contamination of the magma metalliferous and gemstones. The vast majority of these by sulphur or silica from rocks with which the magma comes however can be classified only as occurrences, as few have into contact. Felsic and sedimentary rocks may cause this been mined or explored sufficiently to delineate them for contamination. Conduits or feeder zones through which tonnage and grade. magma is fed into the intrusion are important sites of potential contamination and sulphide accumulation. Sulphides may Nickel, Copper, Cobalt and PGE collect in embayments in the feeder zone or at the entrance and/or floor of an intrusion where the relatively heavy sulphide Examples of known nickel mineralisation in Madagascar droplets settle out of the magma. The sulphides become currently comprise lateritic deposits, the abovementioned progressively enriched in metals through reaction with fresh Ambatovy project being the most advanced. Additionally, batches of magma passing through the conduit. recorded (historical) lateritic nickel mineralisation occurs at nearby Bemainty (also called ‘Nickelville’), located northwest Intrusions that host Ni-Cu-PGE deposits have a variety of of the eastern port of Tamatave. To the south, extensive nickel forms ranging from large layered intrusions such as the – cobalt laterites also occur along the central eastern coast Bushveld Complex to dykes and sills, e.g. the Great Dyke, in the Mananjary region, with known resources just inland Pechenga and Noril’sk, or smaller complex intrusions from Mananjary at Valozoro. From historical records of the such as Lac des Iles and Voisey Bay. The anorthosite host Geological Survey of Madagascar, these deposits average intrusive at Voisey Bay is also found within the Company’s in the range of two (2) and five (5) million tonnes at 1.3% to Ampanihy Project. Initial prospecting around the margins 1.75% nickel (NB: whilst these mineralisation quantifications of these bodies has yielded indications of Pt-Pd mineralisation are included for reference and information purposes, the associated with Cu locally along the intrusive margin. reader is cautioned that these are historical figures; that there has been insufficient exploration to define a Mineral Resource Coal and that it is uncertain if further exploration in these areas will result in the determination of a Mineral Resource.) Deposits of coal in Madagascar are primarily found in the south-central region of the country, within sediments of the Nickel sulphide occurrences within Madagascar are poorly Karoo Supergroup. The coal-bearing Sakoa Member of the recorded. Through separate joint venture agreements, Madagascar Karoo is equivalent to its counterparts on the (AIM-listed) Jubilee Platinum are currently active at African mainland.

14 Malagasy Minerals Limited Prospectus 3

figure 1: Composite geological map of Ampanihy, Vohibory & Miary projects

Malagasy Minerals Limited Prospectus 15 Within the Sakoa Member, a vast coalfield stretching over 100 ≤U$225m & Asia Thai Mining C$141M) to develop direct kilometres, termed the ‘Sakoa Coal Measures’ occurs centred extraction projects approximately 150 kilometres east of the town of Tulear. The Sakoa coal comprises bituminous or “black’ coal, a variety • Current data suggests generally improved subsurface midway in quality between lignite (‘brown coal’) and anthracite strike and depth continuity to mapped coal seams. Seam or ‘coking’ coal. Bituminous coal is also commonly referred thicknesses (Sakoa-Sakamena) range from one (1) to to as ‘thermal’ or ‘steaming’ coal. 12 metres. The Ianapera situation may exhibit similar to identical characteristics Historical exploration in the Coal Measures dates from the 1920s; with mining taking place at Andranomanintsy (Sakoa • Historical feasibility studies demonstrate viability of Field) during WW2 and the 1950s with a total combined underground extraction, amenability to beneficiation and production of approximately 50,000 tonnes. The Sakoa and trans-shipping 3 Sakamena Basins were subsequently explored by various • Coal exhibits comparatively inexpensive exploration parties over an eleven – year period from 1979; also in the and delineation costs, with respective hole densities of general area of the Andranomanintsy mine. 1,000m2 & 500m2 being sufficient for indicated & inferred category resources (average hole depths – 50 – 200 3.3 MML priority projects metres)

Ranking & Key Targets within Primary Projects (c) Vohibory (Cu-Zn-Ag-[Au])

Exploration tenure comprises eight (8) projects covering • Polymetallic ‘Besshi’-type VMS mineralisation targeted. approximately 6,300 square kilometres of mineral tenure (Historical production from Japanese Besshi deposit within 114 permits in southern and central Madagascar. Five comprised 30 million Tonnes averaging 2.5% Cu; 0.3% (5) of these permits totalling 181 square kilometres, were Zn; 7gpt Ag & 0.2gpt Au) granted subsequent to the completion of the Independent Geologists Report in Section 5 of this Prospectus. • Numerous surface Cu-mineralisation indications suggest a possible new Cu-Zn-Ag VMS mineralisation district The MML tenement portfolio is prospective for commodities as diverse as coal, nickel, copper, cobalt, silver, base metals, manganese, ilmenite (titanium) and silica. In order • On-strike between historical (Cu) production (Besatrana) to enhance the opportunities for early exploration success centre and recent anomalous competitor drilling (21m @ the Company has ranked all of its projects; with a decision 0.7% Cu; 1.1% Zn; 0.5gpt Au; 21gpt Ag) to focus primarily on the top five (5) projects in the first 12 months after completion of the Offer. • MML surface sampling in late 2007: results of up to 29% Cu; 175g/t Au and 2,000ppm Ni; 100ppm Cu; 40ppb Pt from rock chips and 110ppm Cu; 15ppb Au from soils (a) Ampanihy (Ni-Cu-PGE) within defined mineralisation corridor over 20km • Nickel sulphide targets delineated with strong similarities • Planned exploration (2 yrs): A$730K including 4,500m to Voisey’s Bay drilling (Coal & VMS) • Coincident surface geochemical and aeromagnetic anomalism indicating possible sulphide-hosted Ni-Cu (d) Satrokala (Ni-Co) (+/-PGE) mineralization • Lateritic Ni-Co mineralisation targeted of similar style as Dynatec Ambatovy Project in Madagascar • Early results from sampling of sulphides: 0.67% Ni; 0.64% Cu; 0.12% Co; 26ppb (Pt+Pd) • Observed lateritic nickel development in regolith - historical sampling assays in nickel-bearing horizons of up • Immediate follow up targets from geophysical to 0.60% Ni interpretation and surface geochemistry • 25 strike kilometres of prospective lithologies within the • Planned exploration (2 yrs): A$1.0M including 6,000m project tenements drilling • Planned exploration (2 yrs): A$546K including 3,400m (b) Ianapera Coal drilling

• Project overlies eastern portion of Sakoa Coal Field with (e) Mananjary Regional (Cu-Ni-PGE) extensive mapped coals beds of the southern Ianapera Coal Basin • Conceptual targeting of Noril’sk mineralisation styles

• MML holds approximately 22 strike km of coal beds within • Large tenement holding close to (eastern) coast – the Ianapera basin amenable to airborne geophysical interpretation and regional geochemical sampling evaluation • Recent strong competitor interest in adjacent coal province; ≤ AU$394m in two (2) acquisition transactions Planned exploration (2 yrs): A$911K including 5,100m in last four months (Straits Resources Ltd. U$45m – • drilling

16 Malagasy Minerals Limited Prospectus 3

figure 2: Composite plan magnetic imagery of Ampanihy, Vohibory & Miary projects

Malagasy Minerals Limited Prospectus 17 Ampanihy Project (Cu-Ni-PGE)

Location and Tenure

The Ampanihy Project is the second largest of the Company’s projects. Centred north of its namesake town of Ampanihy in south-central Madagascar, the project comprises a total of 56 permits of 1,775 sq km area, covering approximately 80km of regional strike. The permits are 100% beneficially owned by MML, with title held by MDA.

3 Geology, Exploration History and Targets

The project overlies a prominent 20km wide zone of folded and assemblage of graphite and quartz-feldspar schists (<60% graphite), quartzite and marble units, with lesser intercalated amphibolite and leucogneiss. This zone, termed the Ampanihy Belt is a core component of the Neoproterozoic Graphite System. The belt is interpreted as a ductile shear zone accreted from rocks of both sedimentary and volcanic origin. Strong localised copper and manganese mineralisation are observed in association within the graphite schists and marble units.

Two large intrusions of lenses of Proterozoic anorthosite (i.e. labradorite – each approximately 20km in diameter), Ankafotia in the north and Saririaky in the south, intrude the central Ampanihy belt about 70km apart. The lensoid shape of the anorthosites within this belt suggests that there may be low pressure zones around the bodies (e.g. orthogonal the compressional stress direction), which could be loci for mineralisation.

Sampling of the Ampanihy Anorthosite bodies has found sulphides in the form of disseminated crystals (0.5-1mm) and small blebs (10-20cm) of massive sulphides, the latter Figure 3: Detailed aeromagnetics and geochemical - returning results up to 0.67% Ni, 0.64% Cu, 0.12% Co, Ianapera 26ppb (Pt+Pd) and 21ppb Au.

A program of stream sediment sampling to identify areas anomalous in base and precious metals was concluded in mid 2004; with follow up programmes completed in 2005. Results highlight a number of areas that are anomalous in Ni/ Cu/Co/Cr with one area anomalous in Au and several others anomalous in Pt and Pd.

The surrounding rocks are mapped as folded meta-sediments (some of which are noted as sulphide-bearing) with numerous small serpentinite and pyroxenite intrusions. In addition, numerous occurrences of manganese mineralisation are noted in the suture zone.

The Ankafotia (Ianapera) anorthosite, covering approximately 75sq km, is elliptical with marble and graphite bands running parallel to its outcropping margin. Preliminary exploration around this intrusion found blebs of copper and nickel sulphides containing nickel (0.54%), copper (0.42%), and cobalt (980ppm) in waste material around a quarry at its northern tip. Along the eastern margin, gossanous manganese mineralisation up to 26% Mn was encountered locally associated with moderately anomalous copper- gold (300ppm-60ppb respectively). Inspection of the in- situ anorthosite in the quarries has revealed the presence of disseminated sulphides throughout, but few blebs and Figure 4: Detailed aeromagnetics and geochemical - stringers, while the soil in the area is pale reflecting the Maniry

18 Malagasy Minerals Limited Prospectus dominant feldspar bedrock. Observed magnetic character Proposed Exploration Program & Budget of the sulphide assemblage indicates the efficacy of utilising aeromagnetic data to assist in identifying target areas. In the first instance, it is proposed to assess areas of known Ni-Cu-PGE (surface geochemical) anomalism around The southern body Saririaky (Maniry), is larger (i.e. ~100sq interpreted ‘low-pressure’ zones along the margins of the km) and more circular, but again the bands of graphite and anorthosite bodies. Following completion of the interpretation quartzite closely parallel its margin. The rocks along the of existing airborne magnetic data, Southern Geoscience have eastern contact of central Saririaky anorthosite appear to iron- indicated that completion of airborne aeromagnetic and VTEM enriched though not anomalous in base metals. surveys will be highly effective in detecting concealed sulphide bodies around the anorthosites. This will be undertaken as a MRNL commissioned Fugro Surveys to undertake local complement to the surface geochemical sampling currently aeromagnetic and radiometric surveying over the immediate underway. The objective will be to have multiple drill targets 3 area of the Ianapera and Maniry intrusives in 2004. MML defined by mid-2008 to allow initial drilling to be completed subsequently commissioned detailed interpretations of the prior to the onset of the 2008/09 wet season. The proposed aeromagnetic data over these areas; which has delineated budget for Ampanihy A$1.02M and allows for the completion several areas of probable low pressure ‘centres’, some of of nearly 6,000 metres of drilling on the first 18 months after which are associated with copper anomalism. completion of the Offer.

MML subsequently commissioned Southern Geoscience to Vohibory-Ianapera Project conduct a detailed interpretation of the Fugro survey data, the results of which successfully outlined several areas of (Coal, Cu-VMS) coincident aeromagnetic and geochemical anomalism. These data are displayed in figures 3 and 4, for Ianapera and Location and Tenure Saririaky areas respectively. Strongly coincident with existing The Vohibory-Ianapera Project comprises three (3) permits geochemical anomalism, they have the best potential to of 24 Squares covering a total of 150sq km, located 140km delineate early drill targets. east-southeast of Tulear. The permits are 100% beneficially owned by MML, held under title by MDA. They were granted There are a number of similarities between the Ampanihy in early to mid February 2005 for 10 years. Anorthosites and the geological environment at Voisey’s Bay in eastern Canada. Voisey’s Bay sulphide-hosted Ni-Cu Geology, Exploration History and Targets - mineralisation lies within a troctolite body (i.e. an intrusive rock of mafic composition composed primarily of olivine and Ianapera coal basin plagioclase feldspar), part of an anorthosite suite (intrusive The project lies within amphibolites and quartz-feldspar rock of plagioclase and mafic mineral composition) that has gneisses of the Vohibory System, nonconformably overlain intruded along a major suture zone. The mineralisation is by coal and red-beds of the Sakoa Member of the Karoo attributed to metalliferous magma that became enriched in Supergroup. Within the Sakoa formation a vast bituminous sulphides as it passed though sulphide-bearing country rocks. coalfield extending in excess of 100 kilometres in strike extent has developed in the Ampanihy region. The coalfield The significant factors associated with the Voisey’s Bay deposit encompasses several basins (northeast to southwest): Imaloto, includes: Ianapera, Sakoa and Sakamena; the latter two being the largest and best developed; having previously been mined • a major suture zone, prior to 1960 (i.e. ‘Andranomanintsy’ - 30,000 tonnes • anorthosite and troctolite rocks and averaging 17% ash and a calorific content of 6,500 cal/ton – refer Figure 5). • sulphide-bearing country rocks The Vohibory Project overlies the southern portion of the There are a number of similarities between the Voisey Bay area Ianapera Coal Basin, located ENE of the adjacent Sakoa and southwest Madagascar including: Basin. Coal beds of the Ianapera Coal Basin outcrop semi- contiguously over the central and southern portions of the • a major structure, tenement area. MML is currently evaluating the potential of its coal holdings via assessment of historical data and direct field • anorthosite and troctolite rocks, prospecting.

• country rocks, some of which are sulphide-bearing and There has been a significant increase in interest in the Sakoa Coalfield of late. Australian company Straits Resources Limited • Ni and Cu sulphides within the anorthosites and troctolite. have recently paid A$41M for a 35% stake in a 500 square kilometre tenement block covering the Sakoa and Sakamena Based on apparent similarities with the Voisey Bay area, Coal Basins to the west of Ianapera. Additionally, Thailand- the Ianapera and Maniry anorthosite bodies in southwest based Asia Thai Mining have paid C$141M to acquire the Madagascar, with confirmed Ni and Cu sulphides, are Malagasy mineral assets of (TSX-listed) Pan African Mining; the considered prospective for nickel and copper (and associated primary asset being approximately 600 square kilometres of gold-PGE). tenements overlying the Sakoa-Sakamena area adjacent to the Straits acquisition. These holdings abut MML tenements to the west, with Pan African having completed drilling and limited materials testing of the coal seams as recently as the end of 2006.

Malagasy Minerals Limited Prospectus 19 The Sakoa coal comprises bituminous or “black’ coal, a Follow up of the coal potential within the Ianapera Basin variety midway in quality between lignite (‘brown coal’) will comprise a programme of detailed geological mapping and anthracite or ‘coking’ coal. Bituminous coal is also prior to broad-spaced drilling (average collar density of 800 commonly referred to as ‘thermal’ or ‘steaming’ coal. The metres), with the objective of delineating a contained resource Coal Measures are characterised by multiple seams of varying at the earliest opportunity. thickness from under 1 metre to 12 metres. Several seams of 4 to 5 metres thickness are known to strike continuously for Polymetallic Cu-VMS segments in excess of 10 km. The project lies within amphibolites and quartz-feldspar Composition of individual seams is variable; frequently gneisses of the Vohibory System; partially overlain containing mudstone partings. Coal is (characteristically) of nonconformably by coal and red-beds of the Sakoa Member an alternating light and dull banded habit and is weathered to of the Karoo Supergroup. The assemblage adjoins the 3 an average depth of 10 metres BNS. Intercalated sediments eastern margin of the Beseva granite-pegmatite intrusive. The comprise feldspar rich (arkosic) sandstones and mudstones. amphibolites contain numerous intercalated ultramafic units; The beds generally dip between 20 and 30 degrees and generally chromite-layered serpentinite lenses; the assemblage are characterised by quasi-regional (NNW-SSE) faulting at being interpreted as remnant oceanic crust. There are strong intervals of several kilometres. These faults do not seem to similarities between the Vohibory amphibolites/ultramafic translate into higher density local faulting however; leaving assemblage and similar ophiolitic units in Ethiopia, Kenya and individual segments of the seams relatively intact. Tanzania and more importantly along strike in Mozambique.

Coal quality is variable between individual seams. Inherent Numerous gold, copper and related (Zn-Ag) mineralisation moisture content averages 2% to 3%, ash content from 15% to occurrences are recorded along the Beseva-Vohibory 35% (NB: averaging 17% - dry) and sulphur content fairly low boundary. These occur within a defined sub-contiguous at under 1%. Volatiles average 20% to 30% (raw – dry basis) corridor that follows the approximate intrusive contact trend with calorific content varying inversely to ash content, between (e.g. refer Figures 5 and 6). The prominent flexure zone 5,000 kcal/kg to >7,000 kcal/kg. As no dolerite intrusives adjacent to the eastern ‘apex’ of the mineralisation corridor have been mapped within the Measures, it is not anticipated (Figure 6) remains untested by drilling. Additionally, the that devolatised coal will be encountered. eastern project area overlies the northern portion of a N-S corridor of similar mineralisation occurrences. Pan African reports that washability tests completed on coal seams in the southern Sakoa Field produced a 70% - yield To the northwest, the historical Besatrana (shear-hosted) product of 13.5% ash and 6,550 kcal/kg. polymetallic Cu-Zn-Ag-Au mine reportedly (i.e. Madagascar Geological Survey) produced approximately 6,000 tonnes of Prior feasibility studies conducted as recently as 1989 ore averaging 3.5% copper plus associated silver, gold and concluded that the average seam dips would not be antimony. It lies at the northern extremity of the western ‘wrap- problematic for mining extraction, and that coal from the around’ corridor. thicker (i.e. ≥4m true thickness) seams was amenable to beneficiation; with trans-shipment to the coast and subsequent To the south is the Besakoa polymetallic Cu-Zn-Ag Project, ship loading not presenting particular problems. Improved owned by Canadian-listed Majescor Resources. Exploration technology and economics in today’s pricing regime would drilling in late 2006 by Majescor returned intersections up to likely enhance these conclusions. 21 metres grading 0.70% Cu; 1.1% Zn; 0.50gpt Au & 21gpt Ag. The main sulphide lens in this area reportedly averages Noteworthy from the Pan African-commissioned recent studies up to 10 m in true thickness over a minimum 500 m strike are (i) the significantly inadequate amount of exploration length, and is open at depth. Recent limited resampling by testing conducted across the Sakoa Field outside of the Majescor of 1950s vintage BRGM drill core returned values Andranomanintsy area, and (ii) the below-ground consistency up to 65gpt Ag and 2gpt Au. (and sometimes improvement) in thickness and continuity of mapped beds; the latter factor related to the abovementioned In November and December 2007, MML completed a depth of weathering of the residual regolith. These programme of surface geochemical sampling at Vohibory observations are applicable across the entirety of the Coal comprising minus 80-mesh soil sampling and rock chip grab Measures, inclusive of the MML holdings over the Ianapera sampling. These works have returned results of up to 29% Cu; Coal Basin.

Review of historical mapping data (refer Figure 5) indicates that some cumulative 22 strike kilometres of coal seams of the southern and central Ianapera Coal Basin lie within the Vohibory Project tenements. In view of the outcomes of historical and recent studies of the Sakoa Coal Field it is suggested that potential exists to delineate a reasonable black (thermal) coal resource within the central and southern portions of the Vohibory Project.

This asset will therefore be assessed as a priority in conjunction with exploration programmes targeting polymetallic VMS mineralisation to the north and east. MML has obtained coal rights to its permits in this area and intends to aggressively explore and develop the coal potential of this area. Ianapera coal sample

20 Malagasy Minerals Limited Prospectus 3

Sampling at Vohibory Prospecting at Vohibory

figure 5: Summary geological map of the Vohibory Project area showing interpreted extent of coal-bearing beds and known (VMS) mineralisation corridors

Malagasy Minerals Limited Prospectus 21 175g/t Au (eastern corridor) and 2,000ppm Ni; 100ppm Cu; Proposed Exploration Program & Budget 40ppb Pt from rock chips and 110ppm Cu; 15ppb Au from soils (western corridor – refer Figures 5 & 6). It is noteworthy The presence of known concentrations of sulphides coincident that the 29% Cu; 175g/t Ag sample was collected from a with areas of mineralisation will allow use of detailed zone located 10km north of the Besakoa intercept within the airborne magnetic and VTEM geophysical survey data as same mineralisation corridor. well as existing aeromagnetic data. These data will be utilised in conjunction with geological mapping and surface With the availability of good quality regional aeromagnetic geochemical sampling of mineralised areas. data and Landsat Imagery, subsequent field work will target aeromagnetic anomalies and mineralised areas delineated The objective will be to generate initial drill targets in sufficient from surface geochemistry/prospecting. In particular, time frame to allow completion of initial drill holes prior to the distinct ‘wrap-around’ of the regional lithologies and the onset of the 2008/09 wet season. The proposed budget 3 mineralised trends suggest strong potential for ‘flexure’ zones for Vohibory allows for 4,500 metres of drilling in the first within which significant zones of mineralisation could be 18 months after completion of the Offer. Phase I of MML’s developed. exploration strategy will focus on the following:

figure 6: Total Magnetic Intensity (TMI) image of the Vohibory Project area showing known mineralised trends and location of MML and competitor exploration and results

22 Malagasy Minerals Limited Prospectus Coal Geologists working in the region recently postulated an • Complete surface geological mapping followed by broad analogy with Noril’sk style mineralisation for this area. spaced (i.e. average 800 metre collar centres) drilling Historical regional stream sediment sampling by the BRGM of identified coal seams for early delineation of inferred north of Mananjary originally identified the Ambodilafa resources over defined target areas. gabbroic intrusive; currently under exploration by (AIM- Cu-VMS listed) Jubilee Platinum. Drilling in 2006 by Jubilee Platinum returned intercepts up to 2 metres grading 1.3% Ni; 0.31%Cu • Complete surface geochemical sampling of prospective & 0.31gpt 2PGE. Exploration continues within this area, areas along the Beseva-Vohibory contact zone and which also hosts the (historical) Bebasy gold operation, recent Besakoa-Ianapera mineralisation trend. surface sampling of which returned results up to 48gpt Au. • Complete detailed airborne magnetic and VTEM surveying The regional scale BRGM work was never followed up, and 3 of the project area and carry out a detailed structural the possibility exists that additional intrusives of charnockite interpretation of the area based on the geophysical data –gabbroic composition intrude the Androyen schists and and Landsat imagery. gneisses south of Ambodilafa and are exposed within the • Assess areas of known Cu-Zn-Ag-Au (stream sediment) Cretaceous rhyolites and basalts that underlie the Company’s anomalism around the margins of the Beseva Granite Ambodilafa South tenements. Pegmatite for massive sulphide VMS-type mineralisation To the south, government of Madagascar magnetic data through mapping, and ground geophysics such as EM. suggest sills of (Cretaceous) pillow basalts occur within the • Drilling of preliminary targets in the area (the objective will eastern margin of the Proterozoic basement gneisses within be to have multiple drill targets defined by mid-2008 to the Manakara group. This interpretation is consistent with allow initial drilling to be completed prior to the onset of the known presence of numerous intrusive sills of charnockite the 2008/09 wet season). composition in this area.

Phase II is contingent on positive results being delivered in Unlike the above Area ‘A’ to the north, Area ‘B’ (Manakara) Phase I, and includes a provision for exploratory RC/DC remains essentially unexplored yet contains similarly drilling. A total of A$730K has been budgeted for the first two prospective lithological assemblages to those both within years post-IPO at Vohibory. the area the area that hosts the Ambodilafa Project and with other areas of Ni-Cu-PGE prospectivity in Madagascar (e.g. Analalava). Mananjary Regional (Ni-Cu-PGE) Proposed Exploration Program & Budget Location and Tenure MML plans to utilise airborne geophysical data (aeromagnetics The Mananjary Regional Project comprises 43 permits & EM) combined with the (proven effective) technique totalling just over 3,600 sq km in area. It is located along of regional stream geochemical sampling, to delineate the central-eastern seaboard of Madagascar, extending for prospective areas. By dividing the Mananjary Regional Project over 350 kilometres and centred on the towns of Mananjary into three (3) distinct zones, the Company will be better able to and Manakara. The northern tenement group is located to target each area systematically and sequentially. the southeast of Jubilee Platinum’s Ambodilafa (Ni/Cu/PGE) project. Depending on the results of initial exploration, MML has budgeted for 5,200 metres of follow up drilling of any targets The Mananjary Regional Project area overlies rugged and identified from initial exploration programmes. A total of densely vegetated eastern coastal margin of Madagascar. A$0.91M has been budgeted to Mananjary. Consequently, access within the project areas is difficult; necessitating the use of helicopter support to facilitate mobility. Satrokala Project (Ni-Co) Geology, Exploration History and Targets Location and Tenure The Mananjary Regional Project tenements overlie a variable sequence of (Cretaceous) flood basalts and rhyolite in the Satrokala is located 50km northwest of Ihosy, in south- north (Area ‘A’ – Ambodilafa South Group) and (Proterozoic) central Madagascar. It comprises a single permit of 413 quartz-feldspar gneisses and schists in the south (Area sq km, beneficially owned 100% by MML through MDA. ‘B’ – Manakara Group); the latter frequently intruded by The Satrokala Project is located in a region of moderate charnockites and amphibolites. Some of these intrusives may topographic relief. Vegetation cover is primarily grassland be of noritic composition. In the extreme south of the project as the forests have been previously denuded by indigenous area is the Ranomena area, overlying Proterozoic gneisses of logging operations. Access is via the National Highway charnockite composition intruded by syenite with subsequent to the town of Ihosy south of Fianarantsoa, and thence via igneous / volcanic activity in the form of charnockite intrusives local unsealed roads and tracks connecting various small and rhyolite volcanics. settlements.

The voluminous Cretaceous flood basalts underlying the Geology, Exploration History and Targets Ambodilafa South Group (refer Figure 7) have parallels with Analalava in the extreme north of Madagascar where Ni-Cu- The Satrokala Project overlies a Proterozoic sequence PGE’s are known to be associated with gabbroic intrusives. of intercalated ultramafics, micaschists, amphibolites,

Malagasy Minerals Limited Prospectus 23 3

figure 7: mananjary regional project area

24 Malagasy Minerals Limited Prospectus satrokala project area

3

bekisopa project area

Malagasy Minerals Limited Prospectus 25 garnetiferous quartz-feldspar schists and quartzite units of the interpretation of aeromagnetic data in the first instance. The Androyen and Vohibory Systems. The project was acquired for project is readily accessible, and overlies open country of postulated nickel-cobalt potential; historical assessment having moderate topographic relief. This will facilitate completion of demonstrated potential for development of nickeliferous geological mapping and geochemical sampling programmes laterite. Initial sampling by the Madagascar Geological to complement the project scale interpretive works. Survey returned up to 0.60% Ni from observed garnierite Additionally, historical indications of garnierite mineralisation horizons. Garnierite is a nickel-bearing mineral common in will allow early targeting of drill holes. weathered material overlying Ni-prospective ultramafic rocks. The Company has planned an aggressive programme Lateritic nickel – cobalt mineralisation is developed in incorporating 3,400 metres of drilling in the first 18 months the residual regolith overlying serpentinised cumulates. post - IPO. 3 Weathering processes acting upon these rocks produce the residual regolith profile in which the nickel concentration is commonly increased from 0.20% to 0.25% bedrock 3.4 MML other projects concentration to in excess of 0.5% to 3% Ni.

Areas of moderate topographic relief, where residual regolith Bekisopa Project (Ni-Co) profiles are best developed (i.e. thickest), provide the most prospective target areas for nickeliferous laterite deposits. Location and Tenure Additionally, since vertical percolation of meteoric water is a primary formational mechanism of this style of mineralisation, Located 150km west of Fianarantsoa, and comprising two regions of comparatively higher density faulting / fracturing of (2) semi-contiguous permits, totalling 88 sq km, the Bekisopa the bedrock are generally more prospective. (formerly Soatanimbary) Project was granted over the period February to July 2005 for a period of 10 years. Both permits are beneficially owned by MML under title of MDA. Vertical zonation within nickeliferous laterite is distinct, with nickel content generally increasing with depth. Garnierite, the principal saprolite nickel host mineral, is a variety of Geology, Exploration History and Targets serpentine, a silicate mineral developed below base of total oxidation in the weathering profile. Overprinted on the The Bekisopa Project overlies a Proterozoic sequence of saprolite is an iron oxide zone of massive, microscopic scale intercalated ultramafics, micaschists, amphibolites, marbles goethite (limonite) needles termed ‘ferralite’. This zone is and quartzite units of the Androyen and Vohibory Systems. characterized by higher iron and manganese and lower Whilst there are numerous ultramafic bodies in Madagascar, magnesium content than the saprolite (garnierite) horizon. few have been tested for Ni and PGE’s. The Bekisopa permit The presence of higher proportions of manganese oxides covers a 5km long stratiform ultramafic body with reported (‘asbolite’) can frequently result in bonanza grades of cobalt garnierite outcrops. (up to 3% locally), which readily incorporates into the asbolite Although assay results from MRNL (2005) reconnaissance crystal structure. sampling were inconclusive, historical work by the Malagasy Geological Survey reported visible garnierite in weathered The uppermost portion of the profile is characterised by ultramafics. This work was not followed up. Additionally, hematite replacing limonite/goethite in a higher oxidation observations from MML field assessment work at Bekisopa environment. Where indurated, this zone is termed the indicate potential for development of Ni-Co bearing laterite. ‘carapace’. The comparatively rigid crystal structure of hematite precludes the incorporation of larger metal cations such as nickel and cobalt and as such the carapace is notably Proposed Exploration Program & Budget deficient in these elements. Given the nature of the postulated target (Ni-Co laterite), initial follow-up techniques will comprise detailed The carapace and ferralite zones are commonly referred to by interpretation of aeromagnetic data in the first instance. the collective term ‘Laterite’, whilst that portion of the profile Additionally, the defined extent of the known ultramafic units below base of total oxidation is termed ‘Saprolite’. (to which the lateritic Ni-Co mineralisation will be restricted) will allow early targeting of drilling programmes. The MML The primary characteristic of lateritic nickel mineralisation is project budget for Bekisopa allows for 2,100 metres of drilling that it occurs very near surface and is essentially flat-lying. in the first instance to allow a timely decision regarding This allows for effective assessment via shallow vertical drilling. prospectivity of the area. Consequently, the existence of clearly defined target areas will allow the Company to rapidly progress Satrokala to a decision point on either resource development or relinquishment. Anjeba Project (U-Th under application)

Approximately 25 to 30 strike kilometres of potentially Location and Tenure prospective ultramafic units have been mapped within the Satrokala project permits; variably overlain by laterite. Located in the extreme south of Madagascar, approximately 300km southeast of Tulear, near the town of Jafaro, the Proposed Exploration Program & Budget Anjeba project comprises a sub-contiguous set of two (2) permits totalling nine (9) permits for 56.25sq km. Beneficial Given the nature of the postulated target (i.e. Ni-Co ownership resides with the Company, with title held in the laterite), initial follow-up techniques will comprise detailed name of MDA.

26 Malagasy Minerals Limited Prospectus Geology, Exploration History and Targets The MML project budget for Anjeba incorporates between 350 and 1,300 metres of follow up drilling depending on (i) Anjeba Project overlies Proterozoic amphibolites and the results of surface follow up programmes and (ii) responses orthopyroxenites of the Androyen System, immediately returned from initial drill programmes. east of their disconformable contact with the younger Graphite System. The country rocks have been intruded by early Palaeozoic granites, whilst intercalated phlogopite, Miary Project (Mn) orthopyroxenite and quartzite units are ubiquitous in the country rocks. Location and Tenure

Subsequent to MRNL assessment in 2005, the Anjeba Project The Miary Project comprises a single permit of 25 sq km. The area has returned encouraging indications of uranium-thorium permit was granted in late January 2005 for a term of 10 3 mineralisation. Scintillometer readings up to 2,000cps years. It is located 30km east of the southern extremity of the combined with anomalous (13.5ppm) thorium in soil indicate Ampanihy project. Minerals under title include Ni-Cu-Au, with that the orthopyroxenites units adjacent to the granitic an application for Mn and other minerals lodged by MML in intrusives may host uranothorianite mineralisation. 2006.

Androyen orthopyroxenites have provided the host for the bulk Geology, Exploration History and Targets of historical uranothorianite mining in Madagascar and these units within the Anjeba Project area will be the focus of initial The Miary Project lies within a portion of the Bekily Belt, which follow-up exploration programmes. adjoins the Ampanihy Belt to the east. The tenements cover an area of known historical manganese mineralisation, within Proposed Exploration Program & Budget a sequence of graphite schists, migmatites and quartzites of the (Proterozoic) Graphite System. Additionally, the prospect Anjeba has been selected for early assessment to determine lies along strike to the north of the Mahambahy anorthosite retention or relinquishment. The focus will be on surface (gabbro) intrusive. Two small anorthosite lenses occur to the geochemical testing of orthopyroxenites located in proximity south and east. The country rock units are interpreted as to granite intrusives in the southern project area. The orogenic supracrustal material. main priority will be to follow up areas that have returned anomalous scintillometer responses from (2005) MRNL Proposed Exploration Program programmes. The Miary Project is a relatively small project designed to look for manganese (+/-graphite) mineralisation. Additionally, the proximity of the anorthosite/gabbroic intrusives may indicate Cu-Ni mineralisation potential.

Miary has been identified for early assessment to determine retention or relinquishment. It is proposed to focus on surface geochemical sampling and follow up of reported historical manganese occurrences with limited drilling in the first instance of 730 metres.

anjeba project area Typical manganese outcrop in the Miary – Ampanihy region

Malagasy Minerals Limited Prospectus 27 Majunga Project (Ilmenite) No systematic field programmes have been completed by MRNL over this area; the permits were acquired on the knowledge that they contain deposits of ilmenite-rich Location and Tenure sands and that MRNL possesses significant expertise in the Located on the northwest coast of Madagascar, 35km development of such deposits. southwest of the port city of Majunga, the Majunga Project comprises a single permit of four (4) permits totalling 25.0 Proposed Exploration Program & Budget square kilometres. The exploration (RP) permits were granted It is initially planned to utilise the expertise of MDA personnel in March 2005 for a period of 10 years. They are beneficially (Toliara Sands Project) to conduct an initial first-pass owned by the Company with title held by MDA. assessment of this project. The exploration rationale involves surface mapping and auger sampling in the first instance, 3 Geology, Exploration History and Targets followed by metallurgical testing of any ilmenite-bearing material delineated. Favourable results from this exercise will The Majunga Project is located in an area prospective for allow transition to targeted drill testing of prospective areas. Quaternary alluvial – hosted ilmenite mineralisation (mineral A total of 660 metres drilling have been allocated for this sands). Early assessment of the project has indicated a purpose. favourable mineralisation environment. An additional advantage is provided by proximity to significant coastal port facilities. Majunga is located in an area of environmental sensitivity, a factor which may complicate project advancement going forward. However the strength of the experience base of the MDA management team should allow effective negotiation of any regulatory hurdles.

majunga project area

28 Malagasy Minerals Limited Prospectus 3.5 Project budgets

Ampanihy Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 142,000 137,000 370,000 361,000 Surface geochemistry & mapping 25,000 15,000 25,000 15,000 Geophysical surveys & data interpretation 25,000 10,000 25,000 10,000 Field plant & equipment 15,000 15,000 15,000 15,000 Travel & accommodation 15,000 15,000 15,000 15,000 3 Staff & contractors 15,000 15,000 15,000 15,000 Tenement costs 57,000 49,000 57,000 49,000 Total 294,000 256,000 522,000 480,000

Vohibory Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 120,000 110,000 280,000 276,000 Surface geochemistry & mapping 25,000 15,000 25,000 15,000 Geophysical surveys & data interpretation 25,000 14,000 25,000 15,000 Field plant & equipment 15,000 15,000 15,000 15,000 Travel & accommodation 10,000 10,000 15,000 10,000 Staff & contractors 15,000 15,000 15,000 15,000 Tenement costs 5,000 6,000 57,000 6,000 Total 215,000 185,000 377,000 352,000

Mananjary Regional Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 110,000 120,000 261,000 380,000 Surface geochemistry & mapping 30,000 10,000 30,000 10,000 Geophysical surveys & data interpretation 70,000 - 70,000 - Field plant & equipment 8,000 9,000 8,000 9,000 Travel & accommodation 15,000 15,000 15,000 15,000 Staff & contractors 12,000 12,000 12,000 12,000 Tenement costs 55,000 34,000 55,000 34,000 Total 300,000 200,000 451,000 460,000

Satrokala Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 93,000 90,000 188,000 231,000 Surface geochemistry & mapping 15,000 10,000 15,000 10,000 Geophysical surveys & data interpretation 15,000 10,000 15,000 10,000 Field plant & equipment 10,000 10,000 15,000 15,000 Travel & accommodation 10,000 10,000 10,000 10,000 Staff & contractors 10,000 10,000 10,000 10,000 Tenement costs 3,000 4,000 3,000 4,000 Total 156,000 144,000 256,000 290,000

Malagasy Minerals Limited Prospectus 29 Bekisopa Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 45,000 50,000 110,000 144,000 Surface geochemistry & mapping 15,000 10,000 15,000 10,000 Geophysical surveys & data interpretation 15,000 5,000 15,000 5,000 3 Field plant & equipment 10,000 10,000 15,000 15,000 Travel & accommodation 10,000 10,000 10,000 10,000 Staff & contractors 10,000 10,000 10,000 10,000 Tenement costs 2,000 3,000 2,000 3,000 Total 107,000 98,000 177,000 197,000

Anjeba Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 44,000 - 81,000 78,000 Surface geochemistry & mapping 18,000 5,000 18,000 5,000 Geophysical surveys & data interpretation 10,000 5,000 10,000 5,000 Field plant & equipment 10,000 10,000 10,000 10,000 Travel & accommodation 5,000 8,000 5,000 8,000 Staff & contractors 10,000 10,000 10,000 10,000 Tenement costs 2,000 3,000 2,000 3,000 Total 99,000 41,000 136,000 119,000

Miary Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 20,000 - 46,000 45,000 Surface geochemistry & mapping 15,000 5,000 15,000 5,000 Geophysical surveys & data interpretation 10,000 5,000 10,000 5,000 Field plant & equipment 5,000 5,000 5,000 5,000 Travel & accommodation 5,000 5,000 5,000 5,000 Staff & contractors 5,000 5,000 5,000 6,000 Tenement costs 1,000 1,000 1,000 1,000 Total 61,000 26,000 87,000 72,000

Majunga Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 24,000 - 82,000 - Surface geochemistry & mapping 11,000 - 10,000 - Geophysical surveys & data interpretation 6,000 - 5,000 - Field plant & equipment 5,000 - 5,000 - Travel & accommodation 10,000 - 10,000 - Staff & contractors 10,000 - 10,000 - Tenement costs 1,000 1,000 1,000 1,000 Total 67,000 1,000 123,000 1,000

30 Malagasy Minerals Limited Prospectus 3.6 Proposed exploration programs and budget summaries

Summary by Project: Minimum Subscription A$8m Maximum Subscription A$10m Project Year 1 (A$) Year 2 (A$) Total (A$) Year 1 (A$) Year 2 (A$) Total (A$) Ampanihy Group 294,000 256,000 550,000 522,000 480,000 1,002,000 Vohibory 215,000 185,000 400,000 377,000 352,000 729,000 Satrokala 156,000 144,000 300,000 256,000 290,000 546,000 Bekisopa 107,000 98,000 205,000 177,000 197,000 374,000 3 Mananjary Regional 300,000 200,000 500,000 451,000 460,000 911,000 Anjeba 99,000 41,000 140,000 136,000 119,000 255,000 Miary 61,000 26,000 87,000 87,000 72,000 159,000 Majunga 67,000 1,000 68,000 123,000 1,000 124,000 Total 1,299,000 951,000 2,250,000 2,129,000 1,971,000 4,100,000

Summary by Activity Type: Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Total (A$) Year 1 (A$) Year 2 (A$) Total (A$) Drilling (Total Cost) 598,000 507,000 1,105,000 1,418,000 1,515,000 2,933,000 Surface geochemistry & mapping 154,000 70,000 224,000 153,000 70,000 223,000 Geophysical surveys & data interpretation 176,000 49,000 225,000 175,000 50,000 225,000 Field plant & equipment 78,000 74,000 152,000 88,000 84,000 172,000 Travel & accommodation 80,000 73,000 153,000 82,000 73,000 155,000 Staff & contractors 87,000 77,000 164,000 87,000 78,000 165,000 Tenement costs 126,000 101,000 227,000 126,000 101,000 227,000 Total 1,299,000 951,000 2,250,000 2,129,000 1,971,000 4,100,000

3.7 Operations – Labradorite Geology and Production History Dimension Stone Labradorite is a calcium-rich variety of feldspar that exhibits an attractive internal refractance (termed ‘schiller’) akin to that seen with opal. Colour reflectance exhibits a mottled habit Labradorite Operations (Dimension Stone) that varies between green, gold and blue, with the latter being most common. Location and Tenure MML, through its acquisition of MDA, has agreements with MML holds significant tenement interests over both the three (3) entities, giving the latter rights to mine labradorite- Ankafotia (northern) and Saririaky (southern) anorthosite bearing anorthosite dimension stone from the two gabbroic bodies. The two tenement blocks are centred 40km apart, anorthosite intrusives within the Ampanihy tenement group. along a NNE-SSW trend. They are centred approximately 170km ESE of Tulear in the south-central portion of Two Italian companies (MAGRAMA SARL & EUROMAD SA) Madagascar. At Ankafotia (Ianapera) in the north, the are operating two quarries for a combined production of Company controls approximately 50% of the permits covering approximately 3,000 metric tonnes per year. In addition, one the anorthosite body. At Saririaky (Maniry) in the south, MDA Indian company (SQNY International) is preparing a further holds title to some 90% of permits over the lithologies of quarry and plans to be in production during 2007. Metallic interest. All permits covered by labradorite contracts are of mineral rights to all optioned Permits remain with exploitation (i.e. mining) type. They were granted in 2002 MML / MDA. and are valid for 40 years. Beneficial ownership of the Permits resides with the Company, with tenement title held by MDA. The labradorite operations comprise a key aspect of the MML strategy going forward; providing valuable pre and after completion of the Offer cash flow to the Company, with a high likelihood of long operational life and increased cash flow in the medium to longer term. This will be utilised in providing a cash flow subsidy to operational funds.

Malagasy Minerals Limited Prospectus 31 3.8 Subsequent to completion of the MOU, MML and BRGM BRGM – Madagascar: negotiated the Business Sale Agreement and Long Term Lease. Acquisition & Ongoing These were completed utilising two of the Company’s wholly- owned MML subsidiary companies, and were executed on Co-Operation 13th December 2007. Under the terms of these agreements the operating (drilling & assay) businesses were valued at On 6th August 2007 a Memorandum of Understanding was EUR500,000 with the remaining EUR1,500,000 ascribed to signed with BRGM (a French state owned company) in respect the Long Term Lease for a period of 99-years; renewable for of acquiring certain of their assets in Madagascar. These a further 99 years. Should the property laws in Madagascar include a 19,000 square-metre block of land in northern change in the future in respect of foreign land ownership, Antananarivo, incorporating substantial (resource-related) MML may elect to have BRGM transfer the lease land as 3 building infrastructure and existing drilling and assaying freehold title to the Company or its nominated subsidiary for businesses, also included in the acquisition. The total price of no additional consideration. the transaction is EUR2,000,000, exclusive of statutory taxes and charges.

Labradorite showing gold ‘schiller’ Magrama quarrying operations at Maniry

Labradorite in outcrop - Ianapera Polished section of labradorite

32 Malagasy Minerals Limited Prospectus 3

malagasy land & buildings (to be acquired from BRGM)

Malagasy Minerals Limited Prospectus 33 The BRGM business assets to be acquired include drilling rigs partners have constructed a school at Maniry in the southern and support equipment as well as extensive maintenance and part of the Ampanihy Project. storage facilities, light and support vehicles and experienced personnel. Combined annual costs in respect of the latter Safety, Health and Environment Policy average AUD40,000. MML is committed to protecting the health and safety of The property itself contains (i) MML office facilities, (ii) everybody who play a part in our operations or who lives expatriate residences and (iii) several third party leases; all in the communities in which we operate. MML policy of which provide revenue to BRGM. Post-acquisition these recognises that (i) land is generally occupied or used by local revenues will flow to the Company. communities and (ii) the natural environment is important and should not be significantly altered without first understanding The primary advantages to MML of acquiring the BRGM it. 3 operations include: Additionally, the safety of the people with whom our company • Availability of 3 drilling rigs to expedite drilling of MML comes in contact is of paramount importance. This goes projects, beyond the implementation of first-world standards in actual • Availability of in-country assaying facility to utilise on work programmes, but also extends proactively into the areas an arms-length basis through third-party farm-in and of safety training and preventative health services. development. MML seeks to earn the trust of the people in our areas of • Access to experienced technical staff and industry operations and to be recognised as a responsible corporate intelligence. citizen.

• Long term 99 year lease over existing buildings, offices and premises covering 19,000 sq m of commercial property in the capital of Madagascar, suitable for long term utilization and commercial redevelopment.

It is intended to develop a joint venture drilling company with an experienced drilling operator, so that the Company’s drilling operations will be autonomously managed, and to ensure that the Company has priority availability of drilling rigs. This arrangement will allow the Company to benefit from the experience and skills set of the drilling operator without losing focus on its core activities of exploration and mineral resource delineation.

Likewise it is intended to seek the participation of an experienced assay laboratory to operate and upgrade the laboratory facility on an arm’s length basis. This will provide the Company with a modern laboratory to serve its assaying needs in Madagascar.

3.9 Social Responsibility, Community Development and the Environment MML and its partners have an established track record in local community support, both generally and in its own area of operations. These efforts are spread amongst several priority areas: education and training, health, environmental management and community participation.

Social Responsibility and Community Development

MML has a commitment to recruit and train local personnel of all skill levels, providing training and personal/professional development. The Company views this policy both as an investment in its operations and a way to facilitate the sharing of the benefits of direct resources investment in Madagascar amongst the local community.

The Company actively recruits young professional graduates directly from the local universities. Additionally the company’s BRGM (MML) drilling rig & crew in the field

34 Malagasy Minerals Limited Prospectus board and management

4.1 Africa. He is a founding director of MRNL and a member of Directors’ profiles the Australian Institute of Geoscientists. The names and details of the Directors in office at the date of this Prospectus are: 4.2 Country Manager Profile Mr Max Dirk Jan Cozijn Mr Jules LeClezio B.Com ASA, MAICD (Age 58) Country Manager – Madagascar (Age 55) Director, Chairman – Finance Director & Company Secretary Mr Le Clezio has been MRNL’s representative in Madagascar since 1996. He has been responsible for establishing and Mr Cozijn graduated from the University of Western Australia overseeing of all administrative, public relations and logistical 4 in 1972 with a Bachelor of Commerce degree and is an functions of MRNL and its subsidiary companies. He was an Associate of the Australian Society of Certified Practising integral part of the team that found the Ranobe deposit and Accountants. He has over 30 years experience in the a key negotiator in finalising the various contracts in respect administration of listed mining and industrial companies. Mr of labradorite operations within the Company’s tenements. Cozijn is Finance Director and Company Secretary of Metex He is fluent in English and French and has a good working Resources Ltd, Non-Executive Chairman of Oilex Ltd and knowledge of mineral exploration in Madagascar. Mr Le Finance Director and Company Secretary of Magma Metals Clezio’s services have been retained through his consulting Limited. company as detailed in the Material Contracts Report in Section 8. Mr Steven Goertz BSc (Geology), MAusIMM / MAIG (Age 47) Managing Director

Mr Goertz graduated from the University of British Columbia in 1986 with a Bachelor of Science in Geology and is a corporate member of both the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists. He is a geologist with 25 years experience in exploration and mining in Canada, Australia, New Caledonia, Philippines and Madagascar. During this time Mr Goertz has worked in a variety of management and operational roles involving a diverse range of commodities and mineralisation styles, including gold, silver, base metals, PGE’s, nickel, cobalt, antimony and gemstones. He has been involved with Madagascar since 1999 when he began developing a project concept for the country. Mr Goertz’s services have been retained through his consulting company as detailed in the Material Contracts Report in Section 8.

Mr Guy Francois Marie Le Clezio BA (Age 52) Non-Executive Director

Mr Le Clezio holds a Bachelor of Arts from the University of Western Australia. He has had 20 years experience in the mining and exploration industry and was an Executive Director of Eyres Reed Ltd and Canadian Imperial Bank of Commerce who were leading Western Australian stockbrokers specialising in the mining industry. He is a founding director of MRNL.

Dr Peter James Woods BScH / PhD (Geol), MAIG (Age 61) Non-Executive Director

Dr Woods holds a Bachelor of Science (Honours) and a Doctorate of Philosophy (Geology) from the University of Western Australia. He has had over 20 years experience in the mining and exploration industry specialising in base metals, gold and industrial minerals, and as a consulting environmental scientist. He has worked in Madagascar since 1994 and in that time discovered the 710 million tonne Ranobe mineral sand deposit currently the subject of a bankable feasibility study being carried out by Exxaro of South Church at Ampanihy

Malagasy Minerals Limited Prospectus 35 independent geologist’s report

7 May 2008 RSG Global Consulting Pty Ltd Head Office: 1162 Hay Street 5 West Perth WA 6005 P O Box 1671 West Perth WA 6872 The Directors Telephone: +61 8 9324 8800 Malagasy Minerals Limited Facsimile: +61 8 9324 8877 Unit 7, 11 Colin Grove Email: [email protected] West Perth WA 6005 Web: http://www.rsgglobal.com Australia

Dear Sirs,

RSG Global Pty Ltd (“RSG Global”) has been commissioned of the Exploration Permits is addressed in Section 7 of this by Malagasy Minerals Limited (“MML”) to provide an Prospectus. These matters have not been independently Independent Geologist’s Report on mineral exploration verified by RSG Global. The present status of tenements listed properties located in Madagascar in which MML has, or in this report is based on information provided by MML, and is earning, an interest. This report is to be included in a the report has been prepared on the assumption that the Prospectus to be lodged with the Australian Securities and tenements will prove lawfully accessible for evaluation. Investments Commission (“ASIC”) on or about the 23rd of May, The Independent Geologist’s Report has been prepared in 2008, offering for subscription 50,000,000 Shares at an issue accordance with the Code and Guidelines for Assessment price of 20¢ per Share (the “Prospectus”), to raise a total of and Technical Valuation of Mineral and Petroleum Assets and $10,000,000 (before costs associated with the issue). The Mineral Securities for Independent Expert Reports (“The Valmin funds raised will be used for the purpose of exploration and Code”), which is binding upon Members of the Australasian evaluation of the mineral properties. Institute of Mining and Metallurgy (AusIMM), the Australian RSG Global has not been requested to provide an Institute of Geoscientists (AIG), and the rules and guidelines Independent Valuation, nor have we been asked to comment issued by such bodies as the ASIC and Australian Stock on the Fairness or Reasonableness of any vendor or promoter Exchange (ASX), which pertain to Independent Expert Reports. considerations, and we have therefore not offered any opinion The mineral properties, in which MML has an interest, are on these matters. considered to be “Exploration Projects” which are inherently RSG Global has based its review of the MML projects on speculative in nature. RSG Global considers, nonetheless, information provided by MML, along with technical reports by that the projects have been acquired on the basis of sound Government agencies, previous tenements holders, and other technical merit. The properties are also considered to relevant published and unpublished data. A site visit was be sufficiently prospective, subject to varying degrees of undertaken to the projects by the primary author Vincent Morel exploration risk, to warrant further exploration and assessment between the 18th April and 29th April 2007. A final draft of of their economic potential, consistent with the proposed the report was also provided to MML, along with a written programs. request to identify any material errors or omissions prior to Exploration and evaluation programs summarised in the report lodgement. Where appropriate, and in accordance with ASIC amount to a total expenditure of approximately $4.10 million Practice Note 55 and Update 183, consent has been obtained of which MML plans to spend approximately $2.12 million in to quote data and opinions expressed in unpublished reports the first year of assessment. MML intends to raise $10 million, prepared by other professionals on the properties concerned. and at least half the liquid assets held, or funds proposed The MML projects are understood to consist of 109 to be raised by MML, are understood to be committed to granted Exploration Permits covering an aggregate area of acquisition, exploration, development and administration of approximately 6,148 square kilometres. The legal status the mineral properties, including those not referred to in this

RSG Global Consulting Pty Ltd (ACN 121 184 290) trading as RSG Global (ABN 14 121 184 290)

PERTH JOHANNESBURG A C C R A

36 Malagasy Minerals Limited Prospectus report, satisfying the requirements of ASX Listing Rules 1.3.2(b) Neither RSG Global, nor the author of this report, has or has and 1.3.3(b). RSG Global also understands that MML has had previously, any material interest in MML or the mineral enough working capital to carry out its stated objectives, properties in which MML has an interest. Our relationship satisfying the requirements of ASX Listing Rule 1.3.3(a). MML with MML is solely one of professional association between has prepared staged exploration and evaluation programs, client and independent consultant. This report is prepared in specific to the potential of the reported projects, which are return for professional fees based upon agreed commercial consistent with the budget allocations. RSG Global considers rates and the payment of these fees is in no way contingent on that the relevant areas have sufficient technical merit to justify the results of this report. the proposed programs and associated expenditure satisfying the requirements of ASX Listing Rule 1.3.3(a). The proposed exploration budget also exceeds the anticipated minimum Yours faithfully annual statutory expenditure commitment on the various RSG Global Pty Ltd 5 project tenements. The Independent Geologist’s Report has been prepared on information available up to and including 30 April 2008. RSG Global has provided consent for the inclusion of the Independent Geologist’s Report in the Prospectus in the form and context in which the report and those statements appear, and has not withdrawn that consent before lodgement of the Prospectus with the ASIC. Vincent Morel RSG Global is an integrated mineral industry consulting Exploration Projects Manager - International firm, which has been providing services and advice to international mining companies and financial institutions since 1987. The primary author of this report, Mr V.P.I. Morel, is a professional geologist with more than 14 years experience in the exploration and evaluation of mineral properties within Australia and elsewhere internationally. Mr Morel is a Senior Consultant with RSG Global, and a Member of the AIG. Mr Morel has the appropriate relevant qualifications, experience, competence and independence to be considered an “Expert” under definitions provided in the VALMIN Code, however has less than the required five years experience in uranium geology and uranium exploration.

Malagasy Minerals Limited Prospectus 37 Executive Summary Ownership RSG Global Consulting Pty Ltd (RSG Global) has been Under the terms of a Share Sale Agreement entered into with th commissioned by Malagasy Minerals Limited (MML) to Madagascar Resources NL (MRNL) on 4 April 2007, MML provide an Independent Geologist’s Report for inclusion in has agreed to acquire 100% of the issued capital of MDA for a Prospectus to facilitate the listing of MML on the Australian a consideration of 10,000,000 preference shares in MML, Stock Exchange. MML holds a 100% interest, through it’s plus A$2.2 million in cash, with A$750,000 payable upon a wholly owned subsidiaries MADA-AUST SARL (MDA) and successful listing of MML, and the balance being payable out Mazoto Minerals SARL (MZT), in the Ampanihy, Vohibory, of 70% of the net Royalty receipts due under the existing three Miary, Anjeba, Bekisopa, Satrokala, Mananjary and Majunga Labradorite Royalty agreements. The share sale agreement is projects in Madagascar. conditional upon MML listing by 31 July 2008, and is secured 5 by way of an escrow over the MDA shares. Property The Ampanihy project comprises a total of 56 permits of 1775km2 area, covering approximately 70km of regional MML’s exploration land tenure comprises 109 permits covering strike, whereas the Vohibory Project comprises three permits approximately 6,148 square kilometres of mineral tenure. covering a total of 150km2. The Miary and Anjeba projects These are grouped into 8 projects established to explore for a comprise a single permit of 25km2 and a sub-contiguous set diverse range of commodities. of two permits totalling 56.25km2, respectively.

The project areas include the Vohibory Project (Cu, Zn, Ag, Au, MML, through its acquisition of MDA, has agreements with coal), the Ampanihy Project (Cu, Ni, PGE), the Anjeba Project three entities, giving the latter rights to mine labradorite- (U-Th) and the Miary Project (Mn) in southern Madagascar; bearing anorthosite dimension stone from the two gabbroic it also includes the Bekisopa (Ni-Fe), Satrokala (Ni) and anorthosite intrusives within the Ampanihy tenement group. Mananjary Regional Project (Ni-Cu) in central Madagascar, and the Majunga Project (heavy mineral sand ilmenite- zircon The Bekisopa project comprises two contiguous permits, 2 -rutile) in north western Madagascar. MML operates all these totalling 87.5km . The Bekisopa project was granted over the projects from a central office in Antananarivo and a regional period February to July 2005 for a period of 10 years. office in Toliary, in south western Madagascar. The south west The Satrokala project comprises one permit, totalling Madagascar projects (Ampanihy, Vohibory, Miary and Anjeba) 412.896km2. The tenements were granted on the 11th of July represent some sixty two permits totalling 2006.25km2. 2007 for a term of 5 years; renewable for a further 5 years. The central Madagascar projects include the Bekisopa, The permit is beneficially owned by MML under title of MDA. Satrokala and Mananjary Regional projects, and are total The Mananjary Project area consists of a large (3,616.4km2) some forty six permits covering 4,116.4km2. group of tenements, centred primarily on the Mananjary The Majunga Project in the north western part of Madagascar region to the south of Jubilee’s Ambodilafa (Ni/Cu/PGE) comprises a single license of 25km2. project. The permits will be beneficially owned by MML under title of MDA and MZT.

Location The Majunga Project comprises a single permit totalling 25km2. The exploration (PR) permits were granted in March The south western projects are located in Toliary Province of 2005 for a period of 10 years. southwest Madagascar, approximately 1000 kilometres from the country’s capital city of Antananarivo. They are centred All permits are 100% beneficially owned by MML, through on the town of Ampanihy. The town of Ampanihy can be wholly-owned subsidiary companies in Madagascar. accessed from the RN7 via the RN10, and is located roughly 150km south of Andrianavory. The Vohibory area can be Geology and Mineralization accessed by road from the RN10 to Lazarivo via Betioky. The Miary project is located some 30km east of the southern The eastern two thirds of Madagascar are underlain by extremity of the Ampanihy project whereas the Anjeba Project Precambrian rocks, sporadically intruded by Cretaceous is located in the extreme south of Madagascar, approximately through Neogene basalts and rhyolites, whereas the western 300km southeast of Toliary, near the town of Jafaro. third is composed of two large basins of mid-Palaeozoic to Recent sedimentary rocks. Different continental blocks of The central Madagascar projects, Bekisopa and Satrokala, Indian and African origin amalgamated at ±550Ma to build are situated in southern central Madagascar, 150km west of the present architecture of the Island. Fianarantsoa, on the central plateau adjacent to the eastern edges of the Morondava Basin and on the margins of the The Precambrian basement of Madagascar consists of a Horombe Plateau some 50km NW of Ihosy, respectively. The variety of lithologies and tectono-metamorphic units probably Mananjary Regional Project is located along the central- derived from the Rodinia supercontinent which began to break eastern seaboard of Madagascar, north and south of the town up at ±800Ma. The structures in this basement are related of Mananjary. to those of the Mozambique Belt which is a major Pan-African continental collision zone. The Majunga Project is located on the northwest coast of Madagascar, 35km southwest of the port city of Majunga. Broadly defined, all the south-western and south central projects are located within three terrains or “systems”:

38 Malagasy Minerals Limited Prospectus . Androyen System – This is the basal (oldest) terrain and Modest deposits of copper occur at Ambatovarahina in central consists of a highly metamorphosed sequence characterised Madagascar southeast of Antananarivo (252,000 T @ 4.75% by the predominance of quartz-feldspar gneiss and Cu), Besakoa (Vohibory) adjacent to MML projects in the migmatite (‘leptynites’), with lesser intercalated quartzite, south (1MT @ 0.6% Cu) and Daraina in the extreme north. pyroxenite and amphibolite units. These are generally hydrothermally generated polymetallic deposits with a Cu-Pb-Zn-(Ag) association. Surface indicators . Graphite System – Stratigraphically, the Graphite commonly manifest as Cu-rich gossans. System overlies the Androyen gneisses and migmatites. The lithologies are characterised by graphite-rich schists Examples of known nickel mineralisation in Madagascar and gneiss, granitic and gabbroic intrusive activity and a currently comprise lateritic deposits, the abovementioned broad range of metamorphic grades ranging from upper Ambatovy project being the most advanced. Additionally, greenschist to granulite facies. recorded (historical) lateritic nickel mineralisation occurs at nearby Bemainty (also called ‘Nickelville’), located northwest 5 . Vohibory System – this (uppermost) assemblage differs from of the eastern port of Tamatave (1.6MT @ 1.3% Ni). To the the older two systems in that it is dominated by amphibolite south, extensive nickel – cobalt laterites also occur along the and pre-Palaeozoic basaltic lavas. The Vohibory System is central eastern coast in the Mananjary region, with known noted for its importance as a host to a comparatively high resources just inland from Mananjary at Valozoro (3.7MT concentration of economic mineral deposits; particularly @ 1.75% Ni). From historical records of the Geological polymetallic copper-zinc and gold. Survey of Madagascar, these deposits average between Madagascar contains numerous historical mineral occurrences two (2) and five (5) million tonnes at 1.3% to 1.75% nickel. and resources, many of which are now the target of modern These historical resources are described for reference and exploratory investigations. information purposes only, the reader is cautioned that there has been insufficient exploration to define a Mineral Resource The most significant (metallic) mineral deposits currently and that it is uncertain if further exploration in these areas will known within Madagascar are: result in the determination of a Mineral Resource.

The Andriamena chromite deposit, located 150km north No significant occurrences of PGE’s are currently known within of Tana, where chromite concentrate is being extracted at an Madagascar. PGE’s are known to occur within comparatively average rate of 100Kt of concentrate / year. The operation small (i.e. 1 to 5km long x 1 to 2km wide) ultramafic intrusives is controlled by the ‘Société Kraomita Malagasy’ (known as of dunitic to pyroxenitic composition (e.g. Andriamena Cr ‘KRAOMA’), a formerly ‘parastatal’ entity recently privatised deposit). PGE concentrations in these environments are in the under World Bank / IMF reforms. range of 50 to 100ppb (Pt + Pd).

The Fort Dauphin ilmenite deposit located at Toalagnaro During the 1950s, there was a significant thorium industry (formerly Fort Dauphin) on the SE coast. This (Rio Tinto based on uranothorianite-bearing (ortho)pyroxenites in south- [QMM] / OMNIS – joint venture) project is currently awaiting eastern Madagascar. These deposits generally contain just environmental approval. This project is scheduled to under 0.5% mineral by host-rock volume, with the ore mineral commence operations by the end of 2008; with a planned composition averaging between 50% and 75% thorium and initial annual production rate of 750,000 tonnes of ilmenite 3% to 25% uranium. and 25,000 tonnes of zircon and an estimated mine life of 40 years. A similar style deposit is located along the south coast The bulk of known coal deposits in Madagascar occur within approximately 45km to the west of Toalagnaro. It is owned by the Permian Sakoa Formation, the basal member of the Karoo Phelps Dodge but remains largely undeveloped to date. Supergroup. Coal deposits in the country comprise lignite and bituminous shales, with no anthracite currently recorded. The Toliara (Ranobe) mineral sands deposit on the SW coast of Madagascar. Currently managed by a subsidiary of Numerous deposits of gold occur throughout Madagascar. MRNL, the project is under option to South Africa’s Exxaro These include Ampanihy in the south, Andavakoera in (formerly Kumba) Resources Ltd., who are currently completing the northeast, Farafangana and Mananjary on the central a feasibility study subsequent to a successful 10,000m drilling East Coast, Maevatanana in the central northwest and programme. In 2006, MRNL calculated a resource of 710MT Miandrivazo-Dabolava in the central west. averaging 6.3% heavy minerals (‘HM’). Exxaro is assessing Field investigations and rock chip sampling by MRNL of the the project as potential additional feed for its (formerly Ticor pyritic leptynite units in the Besakoa and Vohibory areas of the SA-owned) smelting operations at Richard’s Bay (SA). Vohibory Belt, and the anorthosite bodies in the Ampanihy Belt The Ambatovy lateritic Ni/Co deposit located ENE of Tana, to the east, indicate that these areas have potential to host Ni/ and controlled by Canadian-based Dynatec Corporation Cu/Co, Au/Cu, and Cu/Pb/Zn mineralisation. (75%) and Sumitomo Metals (25%). Dynatec have recently Review of BRGM and Department of Energy and Mines data completed a US$20M feasibility study and a US$1.2B indicate the presence of Au/Cu and Cu/Pb/Zn mineralisation fundraising preparatory to moving into production. Scheduled associated with major faults within the Proterozoic of the to commence production in late CY2009 and containing Vohibory Belt, around Vohibory and Besakoa. In addition reported resources of 125Mt grading 1.04% Ni and a number of anorthosite/troctolite bodies are mapped in 0.099% Co, the project has an estimated life of 27 years at the north-trending Ampanihy Belt, immediately to the east. an average metal production of 59kT nickel and 5.3kT cobalt. Previous work in these areas has confirmed the presence of: Start up capital costs are estimated at USD2.5B, with a projected production cost per pound nickel of USD0.77 after by-product credits. The World Bank estimates the project will generate export earnings of USD185M pa.

Malagasy Minerals Limited Prospectus 39 . Au/Cu mineralisation at Vohibory. be included in a Prospectus to be lodged with the Australian Securities and Investments Commission. The MML Projects . Au/Cu/Pb/Zn mineralisation at Besakoa. comprise 109 licences covering approximately 6,148 square kilometres of mineral tenure. These are grouped into 8 . Cu mineralisation associated with ultramafic bodies in the projects. Vohibory Belt. Under the terms of a Share Sale Agreement entered into with . Ni/Cu/Co sulphides in a northern anorthosite (Ankafotia). MDA on 4 April 2007, MML has agreed to acquire 100% of . Anomalous Au (0.25g/t) in a southern troctolite the issued capital of MDA for a consideration of 10,000,000 (Anabohitsy). preference shares in MML, plus A$2.2 million in cash. Of this A$750,000 is payable upon successful listing of MML and the 5 The Majunga project is a heavy minerals project situated in balance being payable out of 70% of the net Royalty receipts broad alluvial plains overlying Karoo sediments deposited into due under the existing three Labradorite Royalty agreements. the Majunga Basin. The Karoo sediments are composed of This sale agreement is conditional upon MML listing by 31 basal terrigenous fluvial sediments (argillites and sandstones), July 2008, and is secured by way of an escrow over the MDA epicontinental evaporitic sedimentary units, and overlying shares. calcareous marine platform sediments. The legal status of the MML Projects is addressed in Section 7 of the Prospectus. These matters have not been independently Exploration Status verified by RSG Global. The present status of tenements listed in this report is based on information provided by MML The exploration status of all the project areas is at grass roots and the report has been prepared on the assumption that the stage, as no systematic and sustained exploration has been tenements will prove lawfully accessible for evaluation. carried out in the past by any of the historical explorers. RSG Global has based its review of the MML properties on MML’s exploration objective will be to have defined multiple information provided by MML, along with technical reports drill targets by the middle of the initial field season through by government agencies and previous tenement holders, and systematic remote sensing, surface geochemistry and other relevant published and unpublished data. MML has reconnaissance mapping, to allow initial drilling to be prepared reports summarising previous exploration activities completed prior to the onset of the 2008/09 wet season. and these reports are listed with other principal sources of information in the Bibliography. Technical translations were The Majunga Project is a grass-roots project for which independently completed by the author. early assessment by MRNL has indicated a favourable mineralisation environment. The project area, however, is A site visit was undertaken to the Madagascar Projects by located close to an area of environmental sensitivity, and the primary author in April 2007. RSG Global has made hence an environmental management plan will have to be all reasonable enquires to establish the authenticity and established prior to commencing exploration activities. completeness of the technical data on which it has relied. A final draft of the report was also provided to MML, along with a written request to identify any material errors or omissions, Conclusions and Recommendations prior to lodgement.

Reconnaissance field work by MRNL and regional work Where appropriate, and in accordance with ASIC Practice carried out under the auspices of the BRGM has confirmed Note 55 and Update 183, consent has been obtained to the existence of an array of mineral occurrences for various quote opinions expressed in unpublished reports prepared commodities throughout the Proterozoic rocks of south-western by other professionals on the properties concerned. The Madagascar. Independent Geologist’s Report has been prepared in accordance with the Code and Guidelines for Assessment Given the lack of basic geophysics data or up-to-date and Valuation of Mineral Assets and Mineral Securities for mapping, and the logistical difficulties of mapping and Independent Expert Reports (‘The VALMIN Code’), which sampling a relatively large area (100km by 150km), airborne is binding upon Members of the Australasian Institute of geophysics is seen as a valuable tool to be used in assessing Mining and Metallurgy (AusIMM), the Australian Institute of the potential of the Vohibory and Ampanihy Belts, followed by Geoscientists (AIG), and the rules and guidelines issued by focussed soil sampling and reconnaissance stream sediment such bodies as the ASIC and Australian Stock Exchange (ASX), sampling. which pertain to Independent Expert Reports. Smaller projects such as Miary, Anjeba, and Bekisopa The Independent Geologist’s Report has been prepared on represent grass roots projects with very small land holdings, information available up to and including 30 April 2008. and have been selected for early assessment to determine RSG Global has provided consent for the inclusion of the retention or relinquishment. Independent Geologist’s Report in the Prospectus in the form and context in which the report appears and has not withdrawn that consent prior to lodgement of the Prospectus 5.1 Introduction with the ASIC.

RSG Global Pty Ltd (‘RSG Global’) has been commissioned by RSG Global is an integrated mineral industry consulting firm, Malagasy Minerals Limited (‘MML”) to provide an Independent which has been providing services and advice to international Geologist’s Report on mineral exploration properties in mining companies and financial institutions since 1987. Madagascar in which MML has an interest. This report is to

40 Malagasy Minerals Limited Prospectus The primary author of this report is Mr V.P.I. Morel, who is a the monsoons reach the southern part of the island, which professional geologist with more than 14 years experience in consequently receives little rain and is, in places, a semi- the exploration and evaluation of mineral properties within desert. The central plateau enjoys a tropical mountain climate Australia and elsewhere internationally. Mr Morel is a Senior with well-differentiated seasons. Generally speaking, the Consultant with RSG Global, and a Member of the AIG. climate throughout the island is moderated by altitude, with the coast being hotter (average temperatures 21– 27°C) and In general circumstances Mr Morel has the appropriate wetter than the plateau (average temperatures 13–19°C). relevant qualifications, experience, competence and Toamasina (Tamatave), on the east coast, has 2840mm of independence to be considered an ‘Expert’ under the rainfall annually, while Antananarivo, inland, and has about definition provided in the VALMIN Code, however has less 1400mm. Occasional cyclones have been devastating. than the required five years experience in uranium geology and uranium exploration. 5.2.1.3 Population, Ethnicity, Languages and 5 Neither RSG Global, nor the author of this report, has or has Religion had previously, any material interest in MML or the mineral properties in which MML has an interest. Our relationship The population of Madagascar in 2003 was estimated with MML is solely one of professional association between by the United Nations (UN) at 17,404,000. In that year client and independent consultant. This report is prepared in approximately 3% of the population was over 65 years of age, return for professional fees based upon agreed commercial with another 45% of the population under 15 years of age. rates and the payment of these fees is in no way contingent on According to the UN, the annual population growth rate for the results of this report. 2000–2005 is 2.84%, with the projected population for the year 2015 at 24,000,000. The population density in 2002 was 29 per km2. The western part of the country is the least 5.2 Background Information densely populated. The Population Reference Bureau estimate urbanization levels 5.2.1 Geography and Demographics at 30% in 2001, with the major centres being Antananarivo, the capital city, with a population of 1,432,000, Fianarantsoa Madagascar is the fourth-largest island in the world, with an (300,000); Antsiranana (220,000); Toamasina (230,000); area of 587,040km2, extending 1,601km NNE–SSW and Antsirabe (220,000); and Majunga (200,000). According to 579km ESE–WNW. The island is located off the southeast the UN, the urban population growth rate for 2000–2005 was coast of Africa, and is separated from the African mainland 4.8%. by the Mozambique Channel. Madagascar claims a number of small islands in the Mozambique Channel which are The Malagasy people are the result of the intermingling of administered by France. These are the Îles Glorieuses, Bassas immigrants. The original immigrants are believed to have 2 da India, Juan de Nova, and Europa—covering about 28km . been members of an Afro-Malagasy race that lived on the Madagascar’s capital city, Antananarivo, is located near the East African coastline. Later arrivals were Africans, Arabs, centre of the island. and, much more recently, immigrants from Europe, China, and India. The distinct African ethnic groups now recognized 5.2.1.1 Topography represent the political groupings forged before the arrival of the first Europeans. The major ethnic groups, according Madagascar consists mainly of a block of crystalline rocks. It to 1998 numbers, are the Malayo-Indonesian (Merina is generally described as a plateau, rising sharply from the and related Betsileo), the Cotiers (mixed African, Malayo- narrow plain of the east coast and descending in a series of Indonesian) and the groups of Arab ancestry (Betsimisaraka, steps to the strip of sedimentary rocks along the west coast. Tsimihety, Antaisaka, and Sakalava). The high plateau is much indented and, on the eastern edge, cut by deep gorges and waterfalls. There are numerous The Merina (about 25% of the population) and Betsileo (about volcanic outcrops that produce heights over 1,800m. The 12%) live in the central highlands and show evidence of Asian highest point is Mount Maromokotro (2,876m) in the origin, while the coastal peoples, such as the Betsimisaraka, Tsaratanana Massif. The eastern coast is almost straight and Tsimihety, and Sakalava, are of predominantly African origin. has very few anchorages. Behind its coral beaches there The Merina have been the ascendant group since the late th is an almost continuous line of lagoons from Foulpointe to 18 century. The course that colonialism took in Madagascar Farafangana. These are linked by manmade channels to form strengthened their domination of the political and intellectual an inland waterway called the Pangalanes Canal. The island’s life of the island. Resentment of the Merina and their major rivers flow westward and are navigable for about dominant position by the other ethnic groups is still a source of 160km inland. social unrest. There are also significant numbers of French, Indian, Creole, 5.2.1.2 Climate and Comoran peoples.

The climate of the eastern and north western coasts is The principal and official languages are French and Malagasy. dominated by the almost constant blowing of the south Malagasy is a Malayo-Polynesian language which has different easterly trade winds, which carry heavy rains during the but mutually intelligible dialects and is spoken throughout austral winter (May to September). The central plateau and Madagascar. The Merina dialect has come to be considered the western coast are sheltered from these winds but receive the standard literary form of the language. Instruction in rain from the monsoon winds, which blow during the austral French is preferred by the coastal peoples, as it avoids summer (October to April). Neither the trade winds nor connotations of Merina cultural dominance.

Malagasy Minerals Limited Prospectus 41 Over half of the Malagasy are traditional tribal religionists, 5.2.3 Economy and Infrastructure some exclusively and others practicing in conjunction with Christian beliefs. Although there are many variations in detail, Since the mid-1990s, Madagascar has been following a nearly all Malagasy share certain basic religious ideas, the policy of privatization and liberalization, which has placed central one being belief in the soul and its immortality. the country on a slow and steady growth path. Agriculture, including fishing and forestry, is a mainstay of the economy, Christianity was introduced to the Malagasy in the early 19th accounting for 25% of GDP and employing 80% of the century, and it is influenced to a large extent by traditional population. beliefs. According to a 2002 report, most of the population is at least nominally Christian. Of the 15.9 million-person One potentially positive development was the decision of the population, about 4.5 million are Roman Catholics; International Monetary Fund and the World Bank in 2000 to 3.5 million are Protestants belonging to the Church of Jesus grant Madagascar $1.5 billion in debt relief. 5 Christ in Madagascar (mostly from Fianarantsoa North); 2 million are Lutherans (mostly from Fianarantsoa South); and Export earnings are primarily generated in the small less than 1 million are Anglicans (mostly in Antananarivo and industrial sector, which features textile manufacturing and Toamasina). Muslims, concentrated mostly in the north and agriculture processing and accounts for about 12% of GDP. northwest, constitute approximately 10% of the population. Deforestation and erosion, aggravated by the use of firewood There is also a small number of Hindus among the Indian as the primary source of fuel are serious concerns. Poverty population. reduction will be the driving force of economic policy for the next few years.

5.2.2 History of Madagascar Significant industries comprise meat processing, soap, breweries, tanneries, sugar, textiles, glassware, cement, Madagascar had no human inhabitants until about automobile assembly plant, paper, petroleum, and tourism, 2,500 years ago, when immigrants came, probably from providing annual export earnings of some US$700M. Indonesia via the East African coast. This wave of immigration continued for at least 1,000 years, and there was also an Imports are primarily capital goods, petroleum, food and influx of African peoples. consumer items. Current foreign aid inputs average more than US$800M. Officially, unemployment and inflation Additional immigrants from Africa, Arabia, and the Persian average 5.9% and 7.4% respectively, with average per capita Gulf and, much later, from Europe, India, and China did little income at around US$300pa. more than supplement a fully settled population. The French claimed a protectorate over parts of the Sakalava kingdom by Infrastructure is steadily improving. Of a total of 50,000km virtue of treaties made in 1840, and disputes over this claim of highways within the country, some 12% (approximately and over French properties on the island resulted in a war in 6,000km) are sealed, with the remainder comprising a 1883 which was ended in 1885 by a treaty giving the French combination of seasonal and year-round unsealed roads. The control over Merina foreign policy. country currently has 900km of railways, centred in the central eastern portion of the country between major population The British recognized the French position under the terms of centres and the East Coast. The Malagasy Government has the Anglo-French Agreement of 1890, in exchange for French embarked upon the implementation of a Rural Transport recognition of a British protectorate over Zanzibar. Policy, which, with the assistance of the World Bank, will see the upgrading and repair of the railway system and Subsequent to 65 years of French colonial rule, Madagascar approximately 9000km of roads. overwhelmingly voted for the new French constitution in the 1958 referendum, and became an autonomous republic in Electricity is provided by a combination of coal-fired and the new French Community. As the Malagasy Republic, it hydroelectric means. Reliability of supply is a priority issue became a sovereign independent nation on 26 June 1960 with the current administration. and on 20 September 1960 was elected to UN membership.

In December 1975, a draft constitution was approved 5.2.4 Mining in a referendum by 95% of the voters and the Second Malagasy Republic, to be called the Democratic Republic Madagascar is the tenth-largest producer of chromite of Madagascar, was proclaimed. Despite an ongoing (chemical- and metallurgical-grade), and its mining industry association with the former Soviet Union during the following has also been known for the production and export of two decades, the French maintained a reasonably strong phlogopite mica and high-quality crystalline flake graphite. presence that continues to this day. Madagascar is governed Gems such as amazonite, amethyst, beryl, citrine, cordierite, under a unitary, bicameral system comprising a National garnet, sapphire, and tourmaline, as well as ornamental Assembly (Lower House) and a Senate, overseen by an stones such as agate, apatite, aragonite, calcite, jasper, Executive branch comprising a directly elected President and a and labradorite) and stones for electrical geodes (quartz— Prime Minister and (PM appointed) Cabinet. industrial, rose, and smoky—and celestine), are mined. The current President is Marc Ravalomanana (since February Madagascar also produced a small amount of gold, natural 2002), a successful businessman who has put a priority abrasives, feldspar, kaolin, cipoline marble, marine salt, and on integrating the Malagasy nation into the international dimension stone. Industrial calcite, clays, sand and gravel, community. Having decisively won the most recent National and stone are currently also produced. Uranium occurrences election in December 2006, Mr. Ravalomanana is well have also been recognized in the larger basins covered by positioned to continue with his progressive reform programme. Karoo sediments.

42 Malagasy Minerals Limited Prospectus Extensive prospecting has led to the discovery of recoverable according to project scale, commodity and location. PE’s deposits of iron ore (the deposit near Soalala the most can be up to 1024km2 (2,560 Squares), at a cost of A$32 notable), bauxite (330–335 million tons in resources, in the per Square, and are valid for 40 years (multiple 20 year south eastern part of the country), and nickel (168 million renewable). tons; the largest resources were in the Ambatovy lateritic deposit). Mineral commodities deemed to be of a strategic significance to the country, such as uranium, coal and oil, are available for Smaller deposits of coal (Sakoa), copper (Besavoa), lead, acquisition under joint venture with the Malagasy government, manganese, platinum, tin, titanium, zinc, and zirconium have with the latter holding a free-carried 20% interest in any also been delineated. Rio Tinto is currently exploiting a large tenement/project. The government agency through which this deposit of mineral sands near Fort Dauphin in the south of occurs is the ‘Office des Mines Nationales et des Industries Madagascar. Stratégiques’ [OMNIS - 1976], a research and promotional organ of the Malagasy government. The most common 5 Madagascar’s considerable mineral potential has remained structure involves the establishment of a stand-alone corporate largely unexploited; due to a combination of poorly entity in which OMNIS is allocated 20% equity. maintained infrastructure, its poor power distribution systems, underfunded health and education facilities, and the inability There is a 2% royalty on mineral production. Mining wages to reform the economy and deal with chronic malnutrition, average US$100pm, with overtime payable for work in excess deforestation, land erosion, and population growth. of 40 hrs / week.

As a complement to the new Mining Act, the World Bank 5.2.4.1 Mining Legislation further assisted the Government of Madagascar in drafting legislation specific to larger-scale projects. The ‘Loi sur In 2000, the “Bureau du Cadastre Minier de Madagascar” les Grands Investissements Minières’ (Large Investments in (BCMM) was established, to serve as a one-stop service Mining Act - LGIM) was enacted in 2002, and provides for for mining operators. An overhaul of mining regulations additional incentives to foreign entities undertaking significant created a new system of strictly defined permits and mining (i.e. >USD20M) resource investment projects in the country. concessions. Key points of this legislation are:

The new Mining Code clearly defines the nature and extent . Taxation and Legal stability guaranteed for 25 years from of mineral permits within Madagascar; a vast improvement project initiation. This incorporates inter alia that the terms on the old Marxist-based administration. The new system of of Exploration, Exploitation and Environmental Permits will licences (“permits”) is based on one or more standard surface not be changed once granted/approved. units of 0.40km2 (625m x 625m), termed a “Square” or “Carré”. Permits are applied for on a (UTM-based) graticular . International dispute arbitration and waiver of sovereign system, granted on a first-come first-served basis, are (partially) immunity on the enforcement of arbitrated awards. commodity-specific, and are classified as either ‘Recherche’ . Ability to maintain and operate offshore bank accounts. (Exploration) or ‘Exploitation’ (Mining) type. Summary characteristics of each type follows: . Reduced corporate income tax; 10% for projects which transform minerals into value-added products, and 25% . Temporary Exploration Permits (‘AERP’) are valid for for straight mining and beneficiation operations. three (3) months, with no drilling or pitting allowed (surface prospecting and remote sensing only). They are granted . Investment tax credit based on capital investment, applied immediately upon application and are convertible upon against taxes due and payable. expiry to either Research or Exploitation permits. Maximum area per application is 15,000km2 (38,400 Squares) at a . Reduced royalty payments; 1% for value-added mineral cost of A$0.20/Square (maximum A$7,700). products, a 50% reduction on standard royalty rates.

. Exploration Permits (Permis de Recherche - ‘PR’) allow . Up to 75% debt-financing, from external or shareholder exclusive prospecting rights within a maximum area of sources, and repayment of loan principle and interest 10,000km2 (25,600 Squares). The initial term is for five without withholding tax; 10% withholding tax on dividends (5) years; renewable twice more for three (3) years each. to foreign shareholders; elimination of value-added tax The cost is A$19 per unit. A 200km2 Exploration Permit (VAT) for operations and subcontractors. (comparable to the WA EL equivalent) would comprise 500 Squares, for a total cost of A$9,500, with 25% (A$2,400) . Elimination of customs duties and dedicated customs posts payable on application and the remainder upon grant. A for import/export with the exception of 5% customs duty on reclamation plan, baseline environmental study, closure consumables at the mine. Standard importation duties on plan and other plans of action are required with the PR equipment apply at a rate of 10%. application (collectively termed an “Environmental Impact Statement” – EIS). Turnaround time on granting of permits In addition to the Mining Act and the LGIM, the Government averages between one and three months. of Madagascar has updated corporate and labour laws. A new Company Code was enacted in 2003 and the Labour . Mining Permits (Permis d’Exploitation - ‘PE’) allow Code was enacted in 2004. The existing Competition Code full-scale mining of defined mineral deposits. These are and LGIM are currently undergoing update and revision. valid for 40 years, renewable in 20 year instalments. Environmental protection criteria are more rigorous than for PR’s, with turnaround on granting of licence varying

Malagasy Minerals Limited Prospectus 43 Antongilian granitoids, the Ambodiriana migmatites and the Masora Group, all located in the east, the Ankazabe Group in the west, the Angavo Group in the centre, and the Behara Group in the south.

Assemblages formed during Meso-Archaean and Neo- Archaean times (3,000- 2,500Ma) are assigned to the Shamvaian Supergroup and are represented by the following groups: Manapotsy, Ranomena, Antriamena, Marvatanana, Andriba, Ambarolampy, Tolongoina, Beforama, Alaotra, Androna, Vondroza, Ampasary, Soakibany, Vavatenina, 5 Sahantaha and Antenina. Large assemblages of rocks in the northern part of the island, originally described as “schist verte, quartzite avec magnetite and micaschiste”, can be considered as typical greenstone belts, which are either of Archaean or Palaeoproterozoic age.

Belonging to the Palaeoproterozoic time interval are the following groups: Isahara, Fort Dauphin, Ranotsara, Antsakomiary, Ste Luce, Tranomaro, Sahambano and Tsitondroina. The Fort Dauphin leptynites, granulites and their gneissic intercalations are superimposed on the Archaean Ranomena Group. The neighbouring Tranomaro Group contains calc-magnesium paragneisses, bands of granite and charnockites.

A large, well-preserved, mostly Mesoproterozoic sequence of continental shelf sediments (quartzite, marble, schist), referred Figure 2.5_1: MML Project Locations in Madagascar to as the “Quartzo-Schisto-Calcaire-Series”, occurs in central Madagascar. A shallow continental shelf environment is 5.2.5 Malagasy Minerals Projects indicated by flat lamination, wave and current ripples, dune MML’s exploration land tenure comprises eight projects cross bedding in quartzites, domal and pseudocolumnar covering approximately 6,148 square kilometres of mineral stromatolites in carbonates and high K and Al chemistry in tenure in southern and central Madagascar, as well as north pelites. western Madagascar for commodities as diverse as nickel, cobalt, copper, silver, base metals, coal, manganese, ilmenite There are extensive areas of granitoids and/or migmatites, (titanium) and silica. Additionally, the company is currently many of which trend approximately N-S, and which are building a tenement portfolio over ground prospective for of Neoproterozoic (mostly 900-400Ma) age. At least two uranium mineralisation. major events in the Early and Late Neoproterozoic seem to be represented. Some granitoids, especially those of Late The project areas include the Vohibory Project, the Ampanihy Neoproterozoic age, appear to have been emplaced as Project, the Anjeba Project and Miary Project in southern concordant sheets or sills up to 500m thick, referred to as the Madagascar, the Bekisopa and Satrokala Projects in “stratoid” granites of Madagascar. central Madagascar, the Majunga Project in north western Madagascar and the Mananjary Regional Project in eastern The Precambrian basement of Madagascar consists Madagascar. MML operates all these projects from a central of a variety of lithologies and tectono-metamorphic office in Antananarivo and a regional office in Toliary, in south western Madagascar. units (Figure 3_1) probably inherited from the Rodinia supercontinent, the dislocation of which began at ±800Ma. Figure 2.5_1 illustrates all the MML projects held through its The structures in this basement are related to those of the wholly owned company. Mozambique Belt which is a major Pan-African continental collision zone. 5.3 Geology Of Madagascar The Malagasy Precambrian can be divided into the following major units (Figure 3_1): 5.3.1 Precambrian Geology of Madagascar . The Antongil Unit (Ag) in the east contains the oldest The eastern two thirds of Madagascar are underlain by rocks known in Madagascar. These are 3200Ma tonalitic Precambrian rocks, sporadically intruded by Cretaceous gneiss and 2500Ma granitic orthogneisses associated with through Neogene basalts and rhyolites, whereas the western amphibolite facies metasediments. It is generally accepted third is composed of two large basins of mid-Palaeozoic to that Antongil Unit is a part of the Indian continental crust Recent sedimentary rocks. Different continental blocks of (Dharwar Craton). Indian and African origin amalgamated at ±550Ma to build the present architecture of the Island. . The Antananarivo Unit (At) in the central area is a vast ensemble of poorly differentiated and probably Archaean Archaean rocks occur throughout Madagascar, from Isle aged gneiss and migmatites. It includes many granitic St. Marie in the northeast of the island to the Ranotsara shear intrusions with ages around 2500Ma. zone in the south. Rocks older than 3,000Ma include the

44 Malagasy Minerals Limited Prospectus . The Betsimisaraka Unit (Bs) is made of gneiss and mica contains economic deposits for chromite such as the schist with many intercalations of basic and ultrabasic Andriamena Chromite deposit, where the chromite occurs rocks. Where the metamorphism is of relatively high as segregations or inclusions in pyroxenites. This unit pressure, the zone has been interpreted as a 550-500Ma could be interpreted as an Archaean Greenstone Belt, collisional suture between the Indian block (Antongil) affected by high-temperature metamorphism. In some and the African block (Antananarivo). This collision is places, there is evidence that this unit has been thrust over thought to have occurred during the accretion of Eastern the Antananarivo Unit. Gondwana. The following units were mainly derived from sedimentary and . The Tsaratanana Unit (Ts) consists of gneisses and volcano-sedimentary Proterozoic formations and show strong migmatites associated with many basic and ultrabasic lithological differences with the Archaean Antananarivo and rocks dated at 2500Ma and 800Ma, respectively. It Tsaratanana Units: 5

After Ashwal (1997) and Besairie (1964)

Figure 3_1: Tectono-Metamorphic Units of the Precambrian in Madagascar

Malagasy Minerals Limited Prospectus 45 . The Itremo Unit (It) is made of quartzites, mica schists and dolomitic marbles, integrated into a platform series (probably deposited between 1500 and 1700Ma) and affected by a low-intensity metamorphism (Greenschist to Amphibolite facies). This unit is crosscut by granites and gabbros dated at 800 My and also by 550 My granites. It was thrust eastwards over the Antananarivo Unit.

. The Ikalamavony Unit (Ik) is mainly of volcanogenic origin and was metamorphosed to amphibolite facies. It seems to be the lateral equivalent of the Itremo Unit. The Ikalamavony Unit is also thrust towards the east over the 5 Antananarivo Unit. Its distribution appears limited in the south by the NW-SE trending Bongalava-Ranotsara Shear Zone (BRSZ). However, based on recent aeromagnetic data, this shear zone cannot be interpreted as a major tectonic boundary and consequently the Ikalamavony Unit must continue towards the south.

. To the south of the BRSZ, the Toalagnaro-Ampanihy Unit (Ta) makes up the majority of the southern granulitic domain. It is discussed in greater detail in Section 3.3.

. At the South-Westernmost end of the granulitic domain, the Vohibory Unit (Vh) is characterized by abundant basic and ultrabasic rocks and by high pressures metamorphic conditions (10 -12kb). The metamorphism is dated there at 650-630Ma and the age of the protolith is around 700-750Ma.

. In the northern extreme of the Precambrian basement, the east west trending Bemarivo Unit (Bm), is undoubtedly thrust southwards over the Betsimisaraka and Antananarivo units. This unit seems to have been amalgamated into the Precambrian of Madagascar more Figure 3.2_1: Geology of Madagascar recently than others. In the northern part, a volcano- sedimentary series, with a Greenschist-Amphibolite facies The overlying Jurassic Isalo Group drapes across the metamorphism, was dated at 715Ma. In the southern Karoo-equivalent sequence and represents the post-Karoo part, metamorphism was more intense, with occurrences pericratonic basin facies. of charnockites dated at 510-520Ma.

One of the most striking features of Malagasy geology is a 5.3.3 Geology of South Western Madagascar prominent NW-SE trending, sinistral shear belt, the Bongolava- The geology of south western Madagascar is discussed in Ranotsara Shear Zone (BRSZ). This zone appears to separate greater detail as it underlies a significant part of MML’s ground two different crustal terranes, a northern predominantly holdings, and is most relevant to this document. Archaean crust and a southern predominantly Proterozoic crust (Figure 3.2_1). The Precambrian rocks southwest of the BRSZ comprise six north-south trending belts of granulites and upper amphibolite 5.3.2 Sedimentary Basins of Madagascar facies paragneisses, with concordant granites and granulites. Quartzo-felspathic gneisses predominate with layers of Depositional sequences equivalent to the Permian Karoo marble, quartzite, diopsidite of sedimentary origin, and Supergroup of continental Africa are found along the entire amphibolite layers of probable volcanic origin. Granitic veins western and north western coast of Madagascar. Although are concentrated in major migmatite belts with calc-alkaline the depositional sequences form a continuous belt, they and crustal melt bodies several kilometres across. The six are generally subdivided into the Morondava Basin along belts are distinguished on the basis of lithostratigraphy and the western coast and the Diego Basin on the north western structure. The boundaries between the belts are marked by extremity of the island. The succession is subdivided into zones of finely banded, highly strained, gneisses that separate three lithostratigraphic units, which in ascending order are the domains with older, more open structures. The Vohibory Sakoa Group, the Sakamena Group and the Isalo Group. and Ampanihy belts underlie MML’s Vohibory and Ampanihy projects, whereas the Bekily Belt underlies the Miary and The Sakoa and Sakamena Groups are time equivalents of Anjeba projects. the Karoo Supergroup on the continent and were deposited in individual graben structures. The sequence commences These belts are all found within the Early Precambrian with glaciogene deposits, which are overlain by a coal continental crust represented by the Toalagnaro-Ampanihy bearing succession. The succeeding sedimentary strata rest Unit (Ta) or the Bekily Block, as it is sometimes referred to. in some places disconformably on the latter or overstep onto The Ta unit was strongly reworked during Pan-African times basement. (600±530Ma).

46 Malagasy Minerals Limited Prospectus The Ta unit is limited to the west by the N-S trending Ampanihy metasediments (marble and quartzite), monzonite and granite. Shear Zone and in the north-east by the BRSZ. It is also Phlogopite mineralisation is a characteristic of this and the crossed by other similar structures such as the Beraketa Shear other belts to the east. Two anorthosite bodies occur to the Zone (Figure 4.1.3_1) and the Vorokafotra Shear Zone. The south. This unit is interpreted as supracrustal material. lithologies are composed of gneiss, leptynites, marbles, and rare amphibolites. They reflect a predominantly sedimentary Apart from the younger Vohibory Belt, the other tectonic belts origin with mainly acid volcanic intercalations. The age of southern Madagascar have a similar sedimentary protolith. of metamorphism and granite intrusion is ±570Ma in the They are made up of paragneiss (including phlogopite eastern part. In the western part, some granitic intrusions and diopsidites), marbles, quartzites, and layers enriched in Mg, anorthosites have yielded ages of 900-1000Ma. B and A. Interference fold patterns are common due to a late north-south fold phase superimposed on compressional Broadly defined, the Ta Unit or Bekily Block comprises three folding due to thrust tectonics. Metamorphic grade varies terrains or “systems”: from sillimanite-almandine-cordierite to hornblende granulite 5 facies. . Androyen System – This is the basal (oldest) terrain and consists of a highly metamorphosed sequence Comparable tectonic developments to those known from characterised by the predominance of quartz-feldspar Karoo basins in continental East Africa also took place in gneiss and migmatite (‘leptynites’), with lesser intercalated Madagascar. Here the Early Permian glaciogene and coal- quartzite, pyroxenite and amphibolite units. bearing graben fills of the Sakoa Group are overstepped by the Permo-Triassic Sakamena Group. The structure of the . Graphite System – Stratigraphically, the Graphite System Permo-Triassic basins of Madagascar appears almost identical overlies the Androyen gneisses and migmatites. The to that described from the coastal Karoo basins of eastern lithologies are characterised by graphite-rich schists and Africa. gneiss, granitic and gabbroic intrusives and display a broad range of metamorphic grades ranging from upper greenschist to granulite facies. The Graphite System encompasses the Ampanihy and Bekily belts. 5.4 Southern Madagascar

. Vohibory System – This System encompasses the Projects Vohibory Belt, and represents the uppermost assemblage, The southern Madagascar projects include the Ampanihy, and differs from the older two systems in that it is Vohibory, Miary and Anjeba projects, and in total represent dominated by amphibolites and Precambrian basaltic some 62 permits totalling 2,006km2 surface area. lavas. The Vohibory System is noted for its importance as a host to a comparatively high concentration of mineral occurrences; particularly polymetallic copper-zinc and 5.4.1 Ampanihy Project gold. The Ampanihy project is the largest of the MML projects, and The Vohibory Belt consists of a gently folded sequence is centred on the Ampanihy Shear Zone (ASZ), which stretches of orthogneiss and paragneiss with interlayered marble, from the town of Ampanihy in the south to Ianapera in the amphibolite units and tourmaline granite. The amphibolites north. contain intercalated ultramafic units, and are commonly interpreted as remnant oceanic crust. This belt is interpreted as a deformed and metamorphosed, thin skinned supracrustal 5.4.1.1 Location, Access and Physiography fold and thrust unit. The belt contains ophiolite relics (ultramafic-gabbroic-basaltic) and has similarities with other The project is centred north of the town of Ampanihy in ophiolite-bearing units in Ethiopia, Kenya, Tanzania and along Mahafaly Country, in south-western Madagascar. The town strike in Mozambique. The Belt also lacks phlogopite and has of Ampanihy can be accessed from the RN7 via the RN10, a greenschist to granulite metamorphic imprint. and is located roughly 150km south of Andrianavory (Figure 4.1.1_1). The Ampanihy Belt, which adjoins the Vohibory Belt to the east, is a prominent 20km wide linear, folded, shear zone. It The Mahafaly Country is representative of south-western was produced by intense flattening events associated with Madagascar and is an arid, sub-desert countryside with granulite metamorphism and is characterised by isoclinal vegetation adapted to hot arid conditions. Typical flora folding, flattened sheaths, steep to vertical foliations and includes baobabs, leafless trees and an abundance of sheath-like geometry of massif-type anorthosite bodies. The cacti. The topography is generally flat with gently undulating belt consists of graphitic, hornblende-biotite gneiss with minor grasslands and the elevation is less than 300m above mean leptynite, marble and quartzite. Two prominent Proterozoic sea level (Figure 4.1.1_2). Temperatures vary between 20 – anorthosite bodies occur within the Ampanihy belt. These 30°C in summer, and become colder in the winter, sometimes display sheath-like geometry produced by intense flattening reaching sub-zero temperatures. and exhibit well preserved igneous textures overprinted by strong granulite facies metamorphism. A smaller troctolite 5.4.1.2 Tenure body outcrops further south. The belt is interpreted as a dextral strike slip ductile shear zone or a zone of pure shear or The project comprises a total of 56 permits of 1775km2 area, flattening deformation. covering approximately 80km of regional strike. The permits are 100% beneficially owned by MML, with title held by MDA, The Bekily Belt, which adjoins to the east of the Ampanihy a wholly owned subsidiary of Malagasy Minerals Limited. The belt, consists of gently folded paragneiss, continuous layers of tenure is shown on Table 4.1.2_1 and Figure 4.1.2_1.

Malagasy Minerals Limited Prospectus 47 5

Figure 4.1.1_1: Southern Madagascar Project – Project Location

Figure 4.1.1_2: Ampanihy Project – Physiography

48 Malagasy Minerals Limited Prospectus MML, through its acquisition of MDA, has agreements with Graphite System, and is interpreted as a ductile shear zone three dimension stone miners (Magrama, Euromad and developed from rocks of both sedimentary and volcanic origin SQNY), giving them rights to mine labradorite-bearing (Figure 4.1.2_1). Strong localised copper and manganese anorthosite dimension stone from the two gabbroic anorthosite mineralisation is observed in association within the graphite intrusives within the Ampanihy tenement group. schists and marble units.

The Ampanihy shear zone planes (S2 deformation) are mainly 5.4.1.3 Geology vertical, and are believed to be rotated in the vicinity of the two Proterozoic anorthositic massifs, Ankafotia (Ianapera) in the The project overlies the 20km wide Ampanihy Belt. It consists north and Saririaky (Maniry) in the south. These behaved as mainly of folded assemblages of graphite schist, quartz- rigid bodies in a ductile matrix. The two massifs are roughly feldspar schists (<60% graphite), quartzite, marble and lesser 70km apart, and are mainly composed of anorthositic centres intercalated amphibolite and leucogneiss (Figure 4.1.3_1). (labradorite composition) and leuconoritic margins. 5 The Ampanihy Belt is a core component of the Neoproterozoic

Figure 4.1.2_1: Ampanihy Project – Tenement Location Plan on Geology Background

Malagasy Minerals Limited Prospectus 49 Table 4.1.2_1 Southern Madagascar Project Area Tenement Schedule

Ten Ten Area Area Term Name Holder Rent Grant Date Expiry Date Type No. BL km2 (yrs) Ampanihy - Central PR 3432 MDA* 116 725.00 $60,129 10 18/06/2001 18/06/2011 (Big 'S') Ampanihy - Ianapera PE 5391 MDA * 1 6.256 $759 40 20/11/2002 20/11/2042 Ampanihy - Ianapera PE 5392 MDA * 1 6.256 $759 40 20/11/2002 20/11/2042 Ampanihy - Ianapera PE 5393 MDA* 1 6.256 $759 40 20/11/2002 20/11/2042 5 Ampanihy - Maniry PE 5494 MDA* 3 18.768 $2,278 40 20/11/2002 20/11/2042 Ampanihy - Ianapera PR 13064 MDA 3 18.768 $666 10 4/02/2005 4/02/2015 Ampanihy - Maniry PR 13089 MDA 3 18.768 $666 10 4/02/2005 4/02/2015 Ampanihy - Maniry PR 13811 MDA 3 18.768 $666 10 14/02/2005 14/02/2015 Ampanihy - Maniry PR 13812 MDA 6 37.536 $1,333 10 14/02/2005 14/02/2015 Ampanihy - Ianapera PR 13827 MDA 18 112.608 $3,919 10 14/02/2005 14/02/2015 Ampanihy - Maniry PR 13831 MDA 2 12.512 $444 10 14/03/2005 14/02/2015 Ampanihy - Maniry PR 13832 MDA 1 6.256 $222 10 14/03/2005 14/03/2015 Ampanihy - Maniry PR 13877 MDA 1 6.256 $222 10 14/03/2005 14/03/2015 Ampanihy - Ianapera PR 13882 MDA 1 6.256 $222 10 14/03/2005 14/03/2015 Ampanihy - Ianapera PR 14618 MDA 2 12.512 $444 10 26/01/2005 26/01/2015 Ampanihy - Maniry PR 14619 MDA 1 6.256 $222 10 26/01/2005 26/01/2015 Ampanihy - Ianapera PR 14620 MDA 3 18.768 $666 10 26/01/2005 26/01/2015 Ampanihy - Ianapera PR 14622 MDA 4 25.024 $889 10 26/01/2005 26/01/2015 Ampanihy - Ianapera PR 14623 MDA 9 56.304 $1,999 10 26/01/2005 26/01/2015 Ampanihy - Ianapera PR 16746 MDA 5 31.280 $1,111 10 9/09/2005 9/09/2015 Ampanihy - Maniry PR 16747 MDA 3 18.768 $666 10 9/09/2005 9/09/2015 Ampanihy - Ianapera PR 16748 MDA 4 25.024 $889 10 9/09/2005 9/09/2015 Ampanihy - Maniry PR 16749 MDA 1 6.256 $222 10 9/09/2005 9/09/2015 Ampanihy - Maniry PR 16750 MDA 5 31.280 $1,111 10 9/09/2005 9/09/2015 Ampanihy - Maniry PR 16753 MDA 3 18.768 $666 10 9/09/2005 9/09/2015 Ampanihy - Maniry PR 19003 MDA 1 6.256 $148 10 23/02/2006 23/02/2016 Ampanihy - Ianapera PR 19851 MDA 2 12.512 $444 10 4/02/2005 4/02/2015 Ampanihy - Maniry PE 19932 MDA*** 7 43.792 $2,658 40 10/03/2006 9/03/2046 Ampanihy - Maniry PE 19933 MDA*** 1 6.256 $380 40 10/03/2006 9/03/2046 Ampanihy - Ianapera PR 19934 MDA 1 6.256 $222 10 26/01/2005 26/01/2015 Ampanihy - Ianapera PR 19935 MDA 1 6.256 $222 10 26/01/2005 26/01/2015 Ampanihy - Maniry PR 19936 MDA 2 12.512 $444 10 4/02/2005 4/02/2015 Ampanihy - Maniry PR 21059 MDA^ 1 6.256 $0 NYG AERP Current AERP Current Ampanihy - Maniry PR 21060 MDA 1 6.256 $148 10 30/10/2006 30/10/2016 Ampanihy - Maniry PR 21061 MDA 1 6.256 $148 10 30/10/2006 30/10/2016 Ampanihy - Maniry PR 21063 MDA 2 12.512 $296 10 30/10/2006 30/10/2016 Ampanihy - Maniry PR 21064 MDA 1 6.256 $148 10 30/10/2006 30/10/2016 Ampanihy - Maniry PR 24864 MDA 3 18.768 $222 5 08/05/2007 08/05/2012 Ampanihy - Ianapera PE 25093 MDA** 1 6.256 $380 40 18/01/2007 18/01/2047 Ampanihy - Ianapera PE 25094 MDA** 1 6.256 $380 40 18/01/2007 18/01/2047 Ampanihy - Maniry PE 25095 MDA** 3 18.768 $1,139 40 18/01/2007 18/01/2047 Ampanihy - Maniry PR 25605 MDA 5 31.280 $2,592 10 18/06/2001 18/06/2011 Ampanihy - Maniry PR 25606 MDA 1 6.256 $518 10 18/06/2001 18/06/2011 Ampanihy - Maniry AERP/PR 29020 MDA 2 12.512 $148 NYG AERP Current AERP Current Ampanihy - Maniry AERP/PR 28340 MZT 10 62.560 $1,519 NYG AERP Current AERP Current Ampanihy - Maniry AERP/PR 28341 MZT 1 6.256 $152 NYG AERP Current AERP Current Ampanihy - Maniry AERP/PR 28345 MZT 3 18.768 $456 NYG AERP Current AERP Current Ampanihy - Maniry AERP/PR 28346 MZT 1 6.256 $152 NYG AERP Current AERP Current Ampanihy - Maniry AERP/PR 28347 MZT 7 43.792 $1,063 NYG AERP Current AERP Current Ampanihy - Maniry AERP/PR 28348 MZT 1 6.256 $152 NYG AERP Current AERP Current Ampanihy - Maniry AERP/PR 28349 MZT 1 6.256 $152 NYG AERP Current AERP Current Ampanihy - Maniry AERP/PR 28350 MZT 2 12.512 $304 NYG AERP Current AERP Current Ampanihy - Maniry AERP/PR 28351 MZT 7 43.792 $1,063 NYG AERP Current AERP Current Ampanihy - Maniry AERP/PR 28352 MZT 6 37.536 $911 NYG AERP Current AERP Current Ampanihy - Maniry AERP/PR 28353 MZT 6 37.536 $911 NYG AERP Current AERP Current * EUROMAD & MAGRAMA - Royalty and partial tenement fees payable to MDA; MAGRAMA and EUROMAD are dimension stone miners ** SQNY - Royalty and Partial Tenement Fees Payable to MDA. ^ Not yet Granted - Geol Protégé *** MAGRAMA - Royalty & Partial Tenement Fees Payable to MDA X Currently under MDA; to be transferred to EXM pre-IPO (for a sum of MGA1,053,000) NYG – not yet granted, MDA – MADA-AUST SARL (a wholly owned subsidiary of MML), MZT - MAZOTO MINERALS SARL (a wholly owned subsidiary of MML), PR – permis de recherché, PE – permis d’exploitation, AERP – application de permis.

50 Malagasy Minerals Limited Prospectus 5.4.1.4 Exploration and Evaluation History

Interpretation of aeromagnetic data over the project area indicates several areas of probable low “low strain zones”, some of which are associated with copper anomalism. These areas are strongly coincident with existing geochemical anomalism and have the best potential to delineate early drill targets.

Historic exploration has targeted Voisey’s Bay type Ni-Cu deposits associated with the anorthosites. Previous exploration has identified Ni-Cu anomalism near the village of Benonoky in the northern portions of the Ankafotia massif. 5

Soil sampling traverses carried out by MRNL in 2005 have also shown copper anomalism associated with a graphite schist septum in the southeastern portion of the Ankafotia massif. Copper staining has been identified in the intercalated schists (Figure 4.1.4_1).

Rock chip sampling of the Ampanihy Anorthosite bodies Figure 4.1.4_1: Ankafotia Massif – Copper has found sulphides in the form of disseminated crystals Mineralisation (0.5-1mm) and small blebs/stringers (10-20cm) of massive sulphides, the latter returning results up to 0.67% Ni, [Pt+Pd]), Ni (≤630ppm), Cu (≤220ppm),-Co (≤40ppm) and 0.64% Cu, 0.12% Co, 26ppb (Pt+Pd) and 21ppb Au. The Cr (≤1100ppm), with one area anomalous in Au (18ppb). Ankafotia anorthosite massif exhibits strong sulphidation, if somewhat surficially limited, and associated with leuconoritic The Ankafotia (Ianapera) anorthosite, covering approximately assemblages (Figure 4.1.4_2). 75 sq km, is elliptical with marble and graphite bands running parallel to its outcropping margin. Preliminary exploration Stream sediment and soil geochemical sampling programmes by MRNL around this intrusion found blebs of copper and by MRNL around these intrusives in 2004/5 delineated a nickel sulphides containing nickel (0.54%), copper (0.42%), number of areas that were anomalous in PGE (≤68ppb and cobalt (980ppm) in waste material around a quarry

Figure 4.1.3_1: Ampanihy Project – Regional Structural Interpretation After Martelat et Al. (1999)

Malagasy Minerals Limited Prospectus 51 at its northern tip. Along the eastern margin, gossanous manganese mineralisation up to 26% Mn was encountered locally associated with moderately anomalous copper- gold (300ppm-60ppb respectively). Inspection of the in- situ anorthosite in the quarries has revealed the presence of disseminated sulphides throughout, but few blebs and stringers, while the soil in the area is pale reflecting the dominant feldspar bedrock. Observed magnetic character of the sulphide assemblage indicates the efficacy of utilising aeromagnetic data to assist in identifying target areas.

The southern body (Saririaky), at 100 sq km, is larger and 5 more circular, but again the bands of graphite and quartzite closely parallel its margin. The rocks along the eastern contact of central Saririaky anorthosite appear to be iron- enriched though not anomalous in base metals.

The two anorthosite massifs, Saririaky in the south, and Ankafotia in the North, have been targeted by Italian, Indian and local companies for labradorite (dimension stone). Magrama has established quarries on both massifs; Red Graniti has a quarry in the Benonoky area on Ankafotia, whereas an Indian company (SQNY) has established a quarry on the Saririaky anorthosite massif.

In 2004 Fugro Surveys were engaged by MRNL to undertake local aeromagnetic and radiometric surveying over the Figure 4.1.4_2: Summary of Ianapera Geochemical and immediate area of the Ianapera and Saririaky intrusives. MML Geophysical Anomalies subsequently commissioned Southern Geoscience Consultants to conduct detailed interpretations of the aeromagnetic data over these areas in late 2006. This work has delineated several areas of probable low pressure ‘centres’, some of which are associated with copper anomalism.

Figures 4.1.4_2 and 4.1.4_3 respectively; show magnetic interpretation collated with surface geochemical anomalies for Ianapera and Saririaky areas. These areas, strongly coincident with existing geochemical anomalism, have the best potential to delineate early drill targets. Southern Geoscience have recommended follow-up with detailed aeromagnetic and VTEM surveying to detect and define any significant sub- surface sulphide bodies.

MML is currently following up these results with a soil geochemical programme targeting areas of interest around the margins of the anorthosites. This programme is currently ongoing.

MML interpret some similarities between the Ampanihy Anorthosites and the geological environment at Voisey’s Bay in eastern Canada. The similarities include a major structure, locally (Ni-Cu) sulphidic anorthositic intrusive rocks, and sulphide-bearing country rocks.

The Voisey’s Bay sulphide-hosted Ni-Cu mineralisation lies within a troctolite body (i.e. an intrusive rock of mafic composition composed primarily of olivine and plagioclase feldspar), part of an anorthosite suite (intrusive rock of plagioclase and mafic mineral composition) that has intruded along a major suture zone. The mineralisation is attributed to metalliferous magma that became enriched in sulphides as it passed though sulphide-bearing country rocks. The significant factors associated with this deposit include a major suture zone, anorthosite and troctolite intrusive bodies associated with an anorthositic complex and sulphide-bearing country rocks. Figure 4.1.4_3: Summary of Saririaky Geochemical and Geophysical Anomalies

52 Malagasy Minerals Limited Prospectus Based on apparent similarities with the Voisey’s Bay area, the Ianapera and Maniry anorthosite bodies in southwest Madagascar, with confirmed Ni and Cu sulphides and anomalous PGE geochemistry, can be considered prospective for nickel, copper and associated gold-PGE.

5.4.1.5 Exploration and Development Potential

Although the Ampanihy Project covers a large area, the areas in and adjacent to the anorthosite massifs represent the greatest potential for Voisey Bay style sulphide-hosted Ni-Cu mineralisation (Figure 4.1.5_1). The greatest part 5 of the Ampanihy shear zone has undergone granulite facies metamorphism, and represents an extremely ductile segment of the geology. It is unlikely that the area between the two massifs will yield any significant Ni-Cu-PGE mineralisation.

Although MML have sourced significant geological Figure 4.1.4_4: Ankafotia Massif – Disseminated information, it is recommended that further reconnaissance Sulphides in Leuconorites and detailed mapping, as well as rock chip sampling, and a wide spaced surface geochemical survey are carried out 5.4.1.6 Exploration and Evaluation Strategy in order to swiftly assess the potential of this area. Prior MML has provided RSG Global with an exploration strategy assessment by MRNL personnel noted frequent occurrences of for the Ampanihy Project to cover an initial two year period manganese along the Ampanihy Shear between Ianapera and following admission to ASX. MML has separated the proposed Maniry. exploration strategy into two phases. The anorthosite massifs are also prospective for hard rock Phase I of MML’s exploration strategy will focus on the ilmenite mineralization. Abundant alluvial ilmenite scree is following: present in the western parts of the Ankafotia massif, and its source should be assessed through mapping, stream sediment . Assess areas of known Ni-Cu-PGE (stream sediment) sampling and rock chip sampling. anomalism around interpreted ‘low-pressure’ zones along the margins of the anorthosite bodies. Initial soil geochemical sampling is currently underway.

. Completion of detailed aeromagnetic and VTEM surveys over both anorthosite intrusives and their surrounds.

. Systematic follow-up prospecting of surface geochemical anomalies generated.

. Drill follow up on targets defined by ground geophysics and surface sampling.

The objective will be to have multiple drill targets defined by ground geophysics and surface geochemistry so that initial drilling can be done by mid-2008 to be completed prior to the onset of the 2008/09 wet season.

Phase II is contingent on positive results being delivered in Phase I, and includes a provision for exploratory RC/DD drilling.

MML has also provided RSG Global with an exploration budget for the Ampanihy Project covering the initial two year period to October 2009 as summarised in Table 4.1.6_1.

The maximum subscription budget allows for respective completion of 2,975 and 2,900 metres of diamond core drilling in Years 1 and 2.

The minimum proposed expenditure of A$0.55M over the initial two year period is considered to be consistent with the potential of the Ampanihy Project and is considered adequate to cover the costs of the proposed program.

Figure 4.1.5_1: Ampanihy Project – Airborne Magnetic Survey Image, Mineralisation and Ni-Cu Targets

Malagasy Minerals Limited Prospectus 53 Table 4.1.6_1 Ampanihy Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 142,000 137,000 370,000 361,000 Surface geochemistry & mapping 25,000 15,000 25,000 15,000 Geophysical surveys & data interpretation 25,000 10,000 25,000 10,000 Field plant & equipment 15,000 15,000 15,000 15,000 Travel & accommodation 15,000 15,000 15,000 15,000 5 Staff & contractors 15,000 15,000 15,000 15,000 Tenement costs 57,000 49,000 57,000 49,000 Total 294,000 256,000 522,000 480,000 5.4.2 Vohibory Project The Sakoa formation contains vast bituminous coalfield (i.e. ‘black’ or ‘thermal’ coal) that extends in excess of 5.4.2.1 Location, Access and Physiography 100 kilometres in strike extent, developed in the Ampanihy region. The coalfield encompasses several basins (northeast The property is located in Toliary Province of southwest to southwest): Imaloto, Ianapera, Sakoa and Sakamena; Madagascar. From Toliary, the Vohibory area can be the latter two being the largest and best developed; having accessed by road (via the RN7, which is tarred, and previously been mined prior to 1960 (i.e. 30,000 tonnes then the RN10 to Lazarivo via Betioky), a distance of averaging 17% ash and a calorific content of 6,500 cal/ approximately 240 kilometres of which 70 kilometres are ton). Historical estimates put the Sakoa resources at around paved (Figure 4.2.1_1). Within the project area, access 55 million tonnes of contained material. is limited to poorly maintained tracks and the use of 4WD is recommended. The region is sparsely populated with The Vohibory Project overlies the southern portion of the habitation concentrated in a few scattered villages. Ianapera Coal Basin, located ENE of the adjacent Sakoa Basin. The Ianapera coal beds are exposed sub-contiguously Relief is mostly undulating, with surface elevations generally in the central and southern portions of the permit area for a ranging from 250m above mean sea level in the main river combined strike of over 20 kilometres (Figure 4.2.3_1) valleys to 500m in the more topographically pronounced eastern regions. Streams and rivers flow heavily during the The Vohibory Belt consists of a gently folded sequence months of December and January but are usually dry for the of orthogneiss and paragneiss with interlayered marble, remainder of the year. amphibolite units and tourmaline granite. Possible ophiolite remnants are represented by over 50 chromite-layered The climate is dry tropical with maximum temperatures of serpentinite lenses. These occur with pillowed amphibolites, 37°C in November and minimum temperatures of 7°C in metagabbro and metatroctolite (and associated Mn, Fe, June. Average precipitation is 600mm with the rainy season Au and Cu mineralisation). The basic rocks have been usually extending from November to February. Dry scrub and metamorphosed to garnet granulites. There are strong woodlands are developed over areas underlain by sedimentary similarities between the Vohibory amphibolites/ultramafic rocks while savannah grassland predominates on crystalline assemblage and similar ophiolitic units in eastern and south basement. eastern Africa.

5.4.2.2 Tenure The assemblage adjoins the eastern margin of the Beseva granite-pegmatite intrusive. The Vohibory Project comprises three permits covering a total of 150km2, located 140km east-southeast of Tulear (Table 4.2.2_1). 5.4.2.4 Exploration and Evaluation History BRGM carried out regional reconnaissance and rock The permits are 100% beneficially owned by MML, held under chip sampling in the greater Vohibory area. In the late title by MDA. They were granted in early to mid February nineties Madagascar Resources NL carried out some minor 2005 for 10 years. reconnaissance surface geochemistry on widely spaced grid lines and associated stream sediment sampling for copper 5.4.2.3 Geology mineralisation.

The project lies within amphibolites and quartz-feldspar Review of BRGM and Department of Energy and Mines data gneisses of the Vohibory System or Belt (Figure 4.1.2_1 and by Madagascar Resources geologists indicate the presence 4.2.3_1). These are unconformably overlain by coal and of Au/Cu and Cu/Pb/Zn mineralisation associated with red-beds of the Sakoa Member of the Karoo Supergroup. major faults within the Proterozoic of the Vohibory Belt, The Sakoa Member is equivalent in age to the Permian around Vohibory and Besakoa. Field trips between 1995 and Karoo Supergroup of the African mainland. It comprises 1999 to these areas have confirmed the presence of Au-Cu four formations named from oldest to youngest, the Glacial mineralisation at Vohibory, Au-Cu-Pb-Zn mineralisation at Series, the Coal Measures, the Red Series and the Vohitolia Besatrana, and Cu mineralisation associated with ultramafic Limestone. The coal-bearing geological formation Sakoa, has bodies in the Vohibory Belt. counterparts in Mozambique and South Africa.

54 Malagasy Minerals Limited Prospectus Table 4.2.2_1 Vohibory Project: Tenement Schedule Ten Ten Area Area Term Application Name Holder Rent Granted Type No. BL km2 (yrs) Date Vohibory PR 13063 MDA 21 131.376 $4,665 10 4/02/2005 4/02/2015

Vohibory PR 13508 MDA 1 6.256 $222 10 4/02/2005 4/02/2015 Vohibory PR 13829 MDA 2 12.512 $444 10 14/02/2005 14/02/2015 5 NYG – not yet granted, MDA – MADA-AUST SARL (a wholly owned subsidiary of MML), , PR – permis de recherche

Figure 4.2.1_1: Vohibory Project – Location

Malagasy Minerals Limited Prospectus 55 5

Figure 4.2.3_1 Vohibory Project – Geology

56 Malagasy Minerals Limited Prospectus In November and December 2007 MML completed a 10 kilometres. MML tenements overlie the southern portion programme of surface geochemical sampling at Vohibory of the Ianapera Coal Basin, which include approximately comprising minus 80 mesh soil sampling and rock chip 22 kilometres strike of coal beds (Figure 4.2.3_1). MML is grab sampling. These works have returned results of up currently undertaking on-site geological assessment of the to 29% Cu; 175g/t Au and 2,000ppm Ni; 100ppm Cu; coal seams utilising surface mapping and sampling. The 40ppb Pt from rock chips and 110ppm Cu; 15ppb Au from company intends to mobilise drill rigs to site immediately post soils. These results were returned over 10km and are within listing to delineate the extent of the coal seams in the area. known historical polymetallic mineralisation trends (refer Figure 4.2.3_1). In particular, the sample returning 29% Cu occurs along the same trend where exploration drilling in 5.4.2.6 Exploration and Evaluation Strategy 2006-07 by Majescor Resources generated a 21 metre MML has provided RSG Global with a preliminary exploration intercept averaging 0.7% Cu; 0.50g/t Au; 1.1% Zn and plan for the Vohibory Project to cover an initial two year period 5 21.4g/t Ag. following admission to ASX. MML advises that it intends to prioritise follow-up of the target Availability of (non-aeromagnetic) geophysical data will areas generated by its recent sampling within Vohibory. be examined in conjunction with mapping and surface geochemical sampling of mineralised areas. 5.4.2.5 Exploration and Development Potential The presence of known concentrations of sulphides with Numerous copper occurrences are recorded along the Beseva- mineralisation will allow use of IP and EM geophysical data Vohibory contact. To the north of the MML tenements, the as well as existing aeromagnetic data. With the availability historical Besatrana polymetallic Cu-Zn-Ag-Au mine was being of good quality regional aeromagnetic data and Landsat reinvestigated in 2006 by Majescor Resources. Besatrana is imagery, field work will target aeromagnetic anomalies and a Besshi type greenstone belt-hosted, volcanogenic massive mineralised areas delineated from surface geochemistry/ sulphide (VMS) deposit hosted in a volcano-sedimentary unit prospecting. that was reported by the Madagascar Geological Survey to MML has separated the proposed exploration strategy into two have produced approximately 6,000 tonnes of ore averaging phases. 3.5% copper plus associated silver, gold and antimony. Phase I of MML’s exploration strategy will focus on the Mineralisation occurs as polymetallic sulphide lenses following: containing massive to semi-massive chalcopyrite, pyrite, pyrrhotite, sphalerite, molybdenite and galena. Historical . Complete surface geochemical sampling of prospective work has also shown that limited gold mineralization is areas along the Beseva-Vohibory contact zone and present. Besakoa-Ianapera mineralisation trend.

Historical data shows that the areas surrounding Besatrana . Complete surface geological mapping followed by broad contain a series of untested sulphide occurrences, and spaced (i.e. average 800 metre collar centres) drilling may represent a potential new Neoproterozoic VMS type of identified coal seams for early delineation of inferred mineralization district. resources over defined target areas.

There are numerous reported occurrences of gold and copper . Complete detailed airborne magnetic and VTEM surveying mineralisation in the Vohibory area. Despite the relatively low of the project area and carry out a detailed structural Au-Cu values in surface samples the association of Au-Cu interpretation of the area based on the geophysical data mineralisation with a major structure indicates that further work and Landsat imagery. is warranted (mapping, soil sampling, geophysics, drilling). . Assess areas of known Cu-Zn-Ag-Au (stream sediment) The Vohibory Project area contains coal-bearing formations anomalism around the margins of the Beseva Granite of the Ianapera Coal Basin, which are exposed semi- Pegmatite for massive sulphide VMS-type mineralisation contiguously in the central and southern portions of the permit through mapping, and ground geophysics such as EM. area. MML is currently evaluating the potential of its coal holdings via assessment of historical data and direct field . Drilling of preliminary targets in the area (the objective will assessment. be to have multiple drill targets defined by mid-2008 to allow initial drilling to be completed prior to the onset of Recent exploration within the Sakoa and Sakamena Coal the 2008/09 wet season). Fields has been undertaken by Pan African Mining Corp and Red Island Minerals. Work by Pan African has included drilling Phase II is contingent on positive results being delivered in to 200 metres below natural surface and limited property Phase I, and includes a provision for exploratory RC/DC testing of coal seam material. This work has confirmed drilling. historical material property evaluation of the coal in terms of calorific and ash content and further demonstrated the MML has provided RSG Global with an exploration budget material to have low sulphur content (generally less than 1%) for the Vohibory Project covering the initial two year period to and to be amenable to beneficiation. October 2009 as summarised in Table 4.2.6_1.

Coal seams vary from one to twelve metres in thickness, with The minimum proposed expenditure of A$0.4M over the several seams in excess of two metres average thickness. initial two year period is considered to be consistent with the Coal seams in the Sakoa and Sakamena areas generally potential of the Vohibory Project and is considered adequate show good strike continuity; often over distances in excess of to cover the costs of the proposed program. The budget also

Malagasy Minerals Limited Prospectus 57 Table 4.2.6-1 Vohibory Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 120,000 110,000 280,000 276,000 Surface geochemistry & mapping 25,000 15,000 25,000 15,000 Geophysical surveys & data interpretation 25,000 14,000 25,000 15,000 Field plant & equipment 15,000 15,000 15,000 15,000 Travel & accommodation 10,000 10,000 15,000 10,000 5 Staff & contractors 15,000 15,000 15,000 15,000 Tenement costs 5,000 6,000 57,000 6,000 Total 215,000 185,000 377,000 352,000

allows for 2,250 and 2,220 metres of core drilling in Years 1 5.4.3.4 Exploration and Evaluation History and 2, respectively. The Miary project has historical occurrences of manganese mineralisation, based on rock chip sampling from previous 5.4.3 Miary Project explorers. No details of any past exploration in this area have been sighted and the exploration history on this project is 5.4.3.1 Location, Access and Physiography vague and it is not clear if any work, other than some initial The Miary project is located some 30km east of the southern regional reconnaissance, has been carried out in the area. extremity of the Ampanihy Project in southwest Madagascar It is unsure what lithologies are associated with manganese (Figure 4.3.1_1). The area is arid, and vegetation is adapted mineralisation, as very little detail is available regarding the to dry and hot conditions. The topography is generally local geology and no systematic mapping of the area has flat, with gently undulating grasslands with low shrub been carried out. (Figure 4.1.1_2) and the elevation is less than 300m above mean sea level. Temperatures vary between 20 – 30°C in summer and become colder in the winter, occasionally 5.4.3.5 Exploration and Development Potential reaching sub-zero temperatures. Miary is a relatively small project and has indications of manganese (+/-graphite) mineralisation, although these 5.4.3.2 Tenure could not be verified. It is believed that graphite indicators The Miary project comprises a single permit of 25.024km2. are associated with the abundant regional distribution of the The permit was granted in late January 2005 for a term of graphite schists in a more regional context. Additionally, the 10 years (Table 4.3.2_1). Current mineral rights incorporate proximity of the anorthosite/gabbroic intrusives would suggest Ni-Cu-Au; with an application for Mn and other minerals possible Cu-Ni mineralisation potential. lodged by MML in late 2007. Miary is very much considered a grass roots project, and it has been identified for early assessment to determine retention or 5.4.3.3 Geology relinquishment.

The Miary Project lies within a portion of the Bekily Belt, which adjoins the Ampanihy Belt to the east, and forms 5.4.3.6 Exploration and Evaluation Strategy part of the Graphite System. The Project covers an area of known historical manganese occurrences within a sequence MML has provided RSG Global with a comprehensive of graphite schists, migmatites and quartzites interpreted as exploration strategy for the Miary Project to cover an initial two orogenic supracrustal rocks. The geological setting for the year period following admission to ASX. area is shown on Figure 4.1.2_1. It is proposed to focus on a detailed geological mapping of Two anorthosite bodies (Manambahy and Volovolo) are also the area with an associated soil sampling program to follow identified south and east of the Ampanihy Belt. The Miary up of reported historical manganese occurrences. As no Prospect lies along strike to the north of the Manambahy details are available for this area, it is anticipated that some gabbroic anorthosite intrusive. reconnaissance drilling will be carried out by MML.

Table 4.3.2_1 Miary Project: Tenement Schedule Ten Ten Area Area Term Application Name Holder Rent Granted Type No. BL km2 (yrs) Date Miary PR 14614 MDA 4 25.024 $889 10 26/01/2005 26/01/2015

MDA – MADA-AUST SARL (a wholly owned subsidiary of MML), PR – permis de recherche

58 Malagasy Minerals Limited Prospectus Table 4.3.6-1 Miary Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 20,000 - 46,000 45,000 Surface geochemistry & mapping 15,000 5,000 15,000 5,000 Geophysical surveys & data interpretation 10,000 5,000 10,000 5,000 Field plant & equipment 5,000 5,000 5,000 5,000 Travel & accommodation 5,000 5,000 5,000 5,000 Staff & contractors 5,000 5,000 5,000 6,000 5 Tenement costs 1,000 1,000 1,000 1,000 Total 61,000 26,000 87,000 72,000

MML has also provided RSG Global with an exploration exploration has taken place over the project area. MNRL budget for the Miary Project covering the initial two year carried out a reconnaissance field trip over the area in 2005. period to October 2009 as summarised in Table 4.3.6_1 below. 5.4.3.5 Exploration and Development Potential The minimum proposed expenditure of A$87K over the initial two year period is considered to be consistent with the Historically, orthopyroxenites of the Androyen System have potential of the Miary Project and is considered adequate to provided the host for the bulk of historical uranothorianite cover the costs of the proposed program. The budget also mining in Madagascar. allows for 370m of core drilling in Year 1 and 360 metres of The Anjeba project area overlies uranothorianite-prospective core drilling in Year 2. sequences of the Androyen System. MRNL assessed the Anjeba project in 2005, and subsequent to that, the project 5.4.4 Anjeba Project area has yielded encouraging indications of uranium-thorium enrichment. 1.1.1 Location, Access and Physiography Aeromagnetic data suggest that such prospective horizons The Anjeba Project is located in the extreme south of and structures are likely as outliers within the southern Madagascar, approximately 300km southeast of Toliary, near extremity of current MML permits. Areas deemed to be the town of Jafaro (Figures 4.3.1_1 and 4.4.3_1). uranium-prospective will be assessed as a matter of priority. Radiometric data and surface geochemical sampling have The Anjeba area is typical of southwest Madagascar, as it is returned encouraging results. Scintillometer readings up to arid, with vegetation adapted to these dry and hot conditions. 2,000cps, combined with anomalous Thorium (13.5ppm) in The topography is generally flat with gently undulating soil indicate that the orthopyroxenites units adjacent to the grasslands and low shrub. The elevation is less than 300m granitic intrusives may host uranothorianite mineralisation. above mean sea level. Temperatures vary between 20 – 30ºC in summer, reaching sub-zero temperatures in the winter. 5.4.3.6 Exploration and Evaluation Strategy

5.4.3.2 Tenure The Anjeba Project has been selected for early assessment to determine retention or relinquishment. Exploration will The Anjeba project comprises a sub-contiguous set of two focus on the orthopyroxenites located in proximity to granite permits totalling 9 carres for 56.25km2 (Table 4.4.2_1). intrusives in the southern project area. Beneficial ownership resides with MML, with title held in the name of MDA. It is proposed to initially focus a ground gamma ray spectrometer survey as a first pass check for thorium, and follow up of reported historical thorium anomalism based on 5.4.3.3 Geology regional scintillometry. Surface mapping and soil sampling is also proposed. The Project is underlain by Proterozoic amphibolites and orthopyroxenites of the Androyen System, immediately east MML has also provided RSG Global with an exploration of their disconformable contact with the younger Graphite budget for the Anjeba Project covering the initial two year System (Figure 4.4.3_1). The country rocks include ubiquitous period to July 2009 as summarised in Table 4.4.6_1. intercalated phlogopite, orthopyroxenite and quartzite units intruded by early Palaeozoic granites. The minimum proposed expenditure of A$140K over the initial two year period is considered to be consistent with the potential of the Anjeba Project and is considered adequate to 5.4.3.4 Exploration and Evaluation History cover the costs of the proposed program. The budget also allows for 650 metres of core drilling in Year 1 and 630m in Other than forming part of current regional mapping Year 2. programs carried out under the auspices of GAF, and some scintillometer work carried out in the area, no systematic

Malagasy Minerals Limited Prospectus 59 Table 4.4.2_1 Anjeba Project: Tenement Schedule Ten Ten Area Area Term Application Name Holder Rent Granted Type No. BL km2 (yrs) Date Anjeba (Antinimora/ PR 18915 MDA 7 43.792 $1,016 10 13/03/2006 10/03/2016 Jafaro) Anjeba (Antinimora/ PR 18916 MDA 2 12.512 $290 10 23/02/2006 23/02/2016 Jafaro) 5 MDA – MADA-AUST SARL (a wholly owned subsidiary of MML), PR – permis de recherche

Figure 4.3.1_1: Location and Access to the Miary and Anjeba Project Areas

60 Malagasy Minerals Limited Prospectus Table 4.4.6_1 Anjeba Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 44,000 - 81,000 78,000 Surface geochemistry & mapping 18,000 5,000 18,000 5,000 Geophysical surveys & data interpretation 10,000 5,000 10,000 5,000 Field plant & equipment 10,000 10,000 10,000 10,000 Travel & accommodation 5,000 8,000 5,000 8,000 Staff & contractors 10,000 10,000 10,000 10,000 5 Tenement costs 2,000 3,000 2,000 3,000 Total 99,000 41,000 136,000 119,000

Figure 4.4.3_1: Anjeba Project – Tenement Holding on Interpreted Geology

Malagasy Minerals Limited Prospectus 61 Mananantanana River (Figures 5.1.1_1 and 5.1.2_1). Access 5.5 Central Madagascar to the project area is gained from Andonaka on the RN7, The central Madagascar projects include the Bekisopa and some 75km northeast of Ihosy. From Andonaka, access to the Satrokala projects and the Mananjary Regional projects, and Bekisopa is via 120km of poorly maintained gravel roads and in total represent some 46 permits totalling 4,116.4km2 area. cart tracks.

The Bekisopa project is situated in southern central The area is marked by rolling hills in a semi-arid climate, Madagascar on the central plateau adjacent to the eastern with the densest vegetation near river beds and in the valleys. edges of the Morondava Basin. Satrokala is situated south of No exploration work can be contemplated during the rainy Bekisopa, on the margins of the Horombe Plateau. season, which extends from mid-November to mid-April. The climate is generally warm and dry, but temperatures are The Mananjary regional project is situated along the central affected by the altitude. 5 east coast of Madagascar. 5.5.1.2 Tenure

5.5.1 Bekisopa Project The Bekisopa project comprises two contiguous permits, totalling 14 (PR) carrés and 87.6km2. The Bekisopa 5.5.1.1 Location, Access and Physiography (formerly Soatanimbary) project was granted over the The Bekisopa nickel project is located some 150km west of period February to July 2005 for a period of 10 years. Both Fianarantsoa, near the township of Bekisopa, south of the permits are beneficially owned by MML under title of MDA (Table 5.1.2_1).

Figure 5.1.1_1: Southern Central Projects – Location and Access Bekisopa Project (red permit outline) and Satrokala Project (purple permit outline; approximate location of the project area relative to the RN7 (main road – dark red line).

62 Malagasy Minerals Limited Prospectus 5.5.1.3 Geology 5.5.1.5 Exploration and Evaluation Strategy

The Bekisopa permits overlie a Proterozoic sequence of Given the nature of the postulated target (Ni-Co laterite), intercalated ultramafics, mica schists, amphibolites, marbles initial follow-up techniques will comprise detailed and quartzite units of the Androyen and Vohibory Systems interpretation of aeromagnetic data in the first instance. (Figure 5.1.2_2). The marbles and quartzite units trend in a This process will allow a focused follow-up in the field for NNW-SSE direction, and are believed to be steeply dipping. secondary surface sampling. Mineral occurrences are spatially associated with the contacts of the ultramafic units and gneissic amphibolites. MML has provided RSG Global with an exploration strategy for the Bekisopa Project to cover an initial two year period following admission to ASX. MML has separated the proposed 5.5.1.4 Exploration and Development Potential exploration strategy into two phases. 5 The project area has undergone little exploration in the past Phase I of MML’s exploration strategy will focus on the for nickel and cobalt. Whilst there are numerous ultramafic bodies in Madagascar, few have documented exploration for Ni following: and PGE’s. The Bekisopa permit covers a 5km long stratiform . Conversion of all available exploration data into digital ultramafic body with garnierite reported from some outcrops. Observations from initial field assessment have demonstrated format. potential for nickeliferous laterite development. Additionally, . assessment by the Madagascar Geological Survey in the Development of a GIS database and geological model. seventies reported garnierite developed in lateritised peridotite. . Acquisition and interpretation of airborne geophysical Shallow vertical drilling of the laterite profile is proposed to data. rapidly and effectively test the lateritic Ni potential at Bekisopa.

Figure 5.1.2_1: Bekisopa Project - Tenement Location Plan on Geology Background

Malagasy Minerals Limited Prospectus 63 Table 5.1.2_1 Bekisopa Project Area: Tenement Schedule Ten Ten Area Area Term Application Name Holder Rent Granted Type No. BL km2 (yrs) Date Bekisopa PR 13507 MDA 5 31.280 $1,111 10 N/A 4/02/2005 (Soatanimbary) Bekisopa PR 15778 MDA 9 56.304 $1,999 10 N/A 20/07/2005 (Soatanimbary) 5 MDA – MADA-AUST SARL (a wholly owned subsidiary of MML), PR – permis de recherche

Table 5.1.5_1 Bekisopa Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 45,000 50,000 110,000 144,000 Surface geochemistry & mapping 15,000 10,000 15,000 10,000 Geophysical surveys & data interpretation 15,000 5,000 15,000 5,000 Field plant & equipment 10,000 10,000 15,000 15,000 Travel & accommodation 10,000 10,000 10,000 10,000 Staff & contractors 10,000 10,000 10,000 10,000 Tenement costs 2,000 3,000 2,000 3,000 Total 107,000 98,000 177,000 197,000

Phase II is contingent on positive results being delivered in In the central and western parts of Madagascar vast expanses Phase I, and includes a provision for exploratory RC and/or of secondary grassland now cover nearly the entire landscape Diamond drilling. (Figure 5.2.1_1). The “Hauts Plateaux” (the High Plateau) feature mainly gentle rolling hills and valleys, as well as MML has also provided RSG Global with an exploration outcropping peaks consisting of rock such as granite and or budget for the Bekisopa Project covering the initial two year quartz ridges. The physiography of the Horombe Plateau is period to September 2009 as summarised in Table 5.1.5_1. typified by a very sparse vegetation and gentle rolling hills.

The minimum proposed expenditure of A$205K over the The interior escarpment and high plateau regions have a initial two year period is considered to be consistent with the seasonal climate with frost often occurring in mid winter but potential of the Bekisopa Project and is considered adequate snow is extremely rare. Temperatures vary considerably across to cover the costs of the proposed program. The budget also the different regions. allows for 910 metres of core drilling in Year 1 and 1160m in Year 2. 5.5.2.2 Tenure 5.5.2 Satrokala Project The Satrokala project comprises one permit, totalling 66 (PR) carrés and 412.896km2 (Table5.2.2_1). The permit will be 5.5.2.1 Location, Access and Physiography beneficially owned by MML under title of MDA.

The Satrokala project is located some 50km Northwest of Ihosy, in south central Madagascar (Figure 5.1.1_1). Access 5.5.2.3 Geology to the project area is gained from the RN7 towards Satrokala. Access to the site is via a combination of poorly maintained The Satrokala Permit is located in the northern portions of the gravel roads and cart tracks for some 20km from Satrokala Androyen System, and is underlain by a Proterozoic sequence village. of intercalated ultramafics, micaschists, garnetiferous quartz-

Table 5.2.2_1 Satrokala Project Area: Tenement Schedule Ten Ten Area Area Term Application Name Holder Rent Granted Type No. BL km2 (yrs) Date Satrokala PR 26341 MDA 66 412.896 4,887 5 18/05/2007 11/07/2007

MDA – MADA-AUST SARL (a wholly owned subsidiary of MML), PR – permis de recherche

64 Malagasy Minerals Limited Prospectus feldspar schists, amphibolites, marbles and quartzite units MML has provided RSG Global with a comprehensive (Figures 5.2.3_1 and 5.2.3_2). Approximately 25 to 30 strike exploration strategy for the Satrokala Project to cover an initial kilometres of variably laterite covered, potentially prospective, two year period following admission to ASX. RSG Global has ultramafic units have been mapped within the Satrokala separated the proposed exploration strategy into two phases. project permits. Phase I of MML’s exploration strategy will focus on the following: 5.5.2.4 Exploration and Development Potential . Conversion of all available exploration and drilling data Satrokala was acquired for postulated nickel-cobalt potential; into digital format. historical assessment demonstrated potential for development of nickeliferous laterite, with initial sampling by Malagasy . Development of a GIS database and geological model. 5 Geological Survey returning up to 0.60% Ni from observed . Acquisition and interpretation of airborne geophysical garnierite horizons. Very limited grass roots exploration, data. including minor rock chip sampling, was carried out during past mapping campaigns. Phase II is contingent on positive results being delivered in Phase I, and includes a provision for exploratory RC and/or Diamond drilling. 5.5.2.5 Exploration and Evaluation Strategy RSG Global deems that the budget is sufficient to cover the Given the nature of the postulated target (Ni-Co laterite), initial two year period to October 2009 as summarised in initial follow-up techniques will comprise detailed Table 5.2.5_1. interpretation of aeromagnetic data in the first instance. This process will allow a focused follow-up in the field for The minimum proposed expenditure of A$300K over the initial secondary surface sampling. two year period is considered to be consistent with the

Figure 5.2.3_1: Satrokala Project - Tenement Location Plan on Geology Background

Malagasy Minerals Limited Prospectus 65 5

Figure 5.2.1_1: Satrokala Project – Physiography Figure 5.2.3_2: Satrokala Project – Quartz Intercalations

Table 5.2.5_1 Satrokala Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 93,000 90,000 188,000 231,000 Surface geochemistry & mapping 15,000 10,000 15,000 10,000 Geophysical surveys & data interpretation 15,000 10,000 15,000 10,000 Field plant & equipment 10,000 10,000 15,000 15,000 Travel & accommodation 10,000 10,000 10,000 10,000 Staff & contractors 10,000 10,000 10,000 10,000 Tenement costs 3,000 4,000 3,000 4,000 Total 156,000 144,000 256,000 290,000

potential of the Satrokala Project and is considered adequate roughly from north of Baie d’Antongil, the most prominent to cover the costs of the proposed program. The budget feature on the east coast of the island formed by the Masoala allows for 1,510 metres of exploratory drilling in Year 1 and Peninsula, to the far south of the island. The coastline is 1,860m in Year 2. straight, with the exception of the bay, offering less in the way of natural harbours than the west coast.

5.5.3 Mananjary Regional Project The east coast has a subequatorial climate and, being most directly exposed to the trade winds, has the heaviest rainfall, 5.5.3.1 Location, Access and Physiography averaging as much as 3.5 meters annually. This region is notorious not only for a hot, humid climate in which tropical The Mananjary Regional Project is located along the central- fevers are endemic but also for the destructive cyclones that eastern seaboard of Madagascar, north and south of the town occur during the rainy season, coming in principally from the of Mananjary (Figures 2.5_1 and 5.3.3_1). The Project area direction of the Mascarene Islands. consists of a large (3,616km2) group of tenements, centred primarily on the Mananjary region to the south of Jubilee’s Ambodilafa (Ni/Cu/PGE) project. The Project area overlies 5.5.3.2 Tenure rugged and densely vegetated eastern coastal margin of Madagascar. Consequently, access within the project areas is The Mananjary project comprises forty three permits, totalling difficult; necessitating the use of helicopter support to facilitate 580 (PR) carrés and 3,616km2 (Table 5.3.2_1). The permits mobility. which are currently in the process of being granted will be beneficially owned by MML under title of MDA and MZT. The east coast of Madagascar consists of a narrow band of lowlands, about fifty kilometres wide, formed from the sedimentation of alluvial soils, and an intermediate zone, 5.5.3.3 Geology composed of steep bluffs alternating with ravines bordering The Project tenements overlie a variable sequence of an escarpment of about 500 meters in elevation, which gives (Cretaceous) flood basalts and rhyolite in the north (Area ‘A’ – access to the central highlands. The coastal region extends “Ambodilafa South Group”) and (Proterozoic) quartz-feldspar

66 Malagasy Minerals Limited Prospectus gneisses and schists in the south (Area ‘B’ – “Manakara 5.5.3.4 Exploration and Development Potential Group”); the latter frequently intruded by Charnockites and amphibolites. Some of these intrusives may be of Noritic The voluminous Cretaceous flood basalts underlying the composition. In the extreme south of the project area is the Ambodilafa South Group have parallels with Analalava in Ranomena area, overlying Proterozoic gneisses of charnockite the extreme north of Madagascar where Ni-Cu-PGE’s are composition intruded by syenite with subsequent igneous known to be associated with gabbroic intrusives. Geologists / volcanic activity in the form of charnockite intrusives and working in the region have postulated an analogy with Noril’sk rhyolite volcanics (Figure 5.3.3_1). style mineralisation for this area. Historical regional stream sediment sampling by the BRGM north of Mananjary originally The voluminous flood basalts of Cretaceous age have delineated the Ambodilafa gabbroic intrusive; currently under parallels with Analalava in the NW of Madagascar where Ni- exploration by (AIM-listed) Jubilee Platinum. Drilling in 2006 Cu-PGE’s are known to be associated with gabbroic intrusives. by Jubilee returned intercepts up to 2 metres grading 1.3% Ni; 5 Geologists working in the area recently postulated an analogy 0.31% Cu & 0.31g/t 2PGE. Exploration continues within this with Noril’sk style mineralisation. Additionally PGRM magnetic area, which also hosts the (historical) Bebasy gold operation, data suggest sills of (Cretaceous) pillow basalts occur within recent surface sampling of which returned results up to the eastern margin of the Proterozoic basement gneisses in 48g/t Au. Area ‘B’. Table 5.3.2_1 Mananjary Project Area Tenement Schedule

Ten Ten Area Area Term Name Holder Rent Grant Date Expiry Date Type No. BL km2 (yrs) Mananjary Reg. AERP/PR 28130 MDA 54 337.824 8203 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28131 MDA 66 412.896 10025 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28181 MDA 8 50.048 1215 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28182 MDA 5 31.280 759 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28183 MDA 1 6.256 152 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28184 MDA 3 18.768 456 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28185 MDA 2 12.512 304 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28186 MDA 3 18.768 456 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28188 MDA 12 75.072 1823 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28191 MDA 24 150.144 3646 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28192 MDA 18 112.608 2734 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28193 MDA 1 6.256 152 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28194 MDA 4 25.024 608 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28195 MDA 1 6.256 152 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28196 MDA 7 43.792 1063 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28197 MDA 1 6.256 152 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28198 MDA 19 118.864 2886 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28199 MDA 1 6.256 152 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28200 MDA 3 18.768 456 NYG 24/08/2007 NYG Mananjary Reg. AERP/PR 28359 MDA 4 25.024 608 NYG 06/09/2007 NYG Mananjary Reg. AERP/PR 28424 MZT 258 1614.048 39190 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28427 MZT 13 81.328 1975 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28428 MZT 7 43.792 1063 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28429 MZT 3 18.768 456 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28430 MZT 31 191.590 4652 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28431 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28433 MZT 5 31.280 759 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28434 MZT 2 12.512 304 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28435 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28436 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28437 MZT 4 25.024 608 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28438 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28439 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28440 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28441 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28442 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28443 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28444 MZT 3 18.768 456 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28445 MZT 3 18.768 456 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28446 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28447 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28448 MZT 1 6.256 152 NYG 13/09/2007 NYG Mananjary Reg. AERP/PR 28449 MZT 1 6.256 152 NYG 13/09/2007 NYG NYG – not yet granted, MDA – MADA-AUST SARL (a wholly owned subsidiary of MML), MZT - MAZOTO MINERALS SARL (a wholly owned subsidiary of MML), PR – permis de recherché, PE – permis d’exploitation, AERP – application de permis.

Malagasy Minerals Limited Prospectus 67 5

Figure 5.3.3_1: Mananjary Regional Project - Tenement Location Plan on Geology Background

68 Malagasy Minerals Limited Prospectus Table 5.3.5_1 Mananjary Regional Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 110,000 120,000 261,000 380,000 Surface geochemistry & mapping 30,000 10,000 30,000 10,000 Geophysical surveys & data interpretation 70,000 - 70,000 - Field plant & equipment 8,000 9,000 8,000 9,000 Travel & accommodation 15,000 15,000 15,000 15,000 Staff & contractors 12,000 12,000 12,000 12,000 5 Tenement costs 55,000 34,000 55,000 34,000 Total 300,000 200,000 451,000 460,000

The regional scale BRGM work was never followed up, and regional stream geochemical sampling to delineate the possibility exists that additional intrusives of charnockite prospective areas. By dividing the Project into three (3) –gabbroic composition intrude the Androyen schists and distinct zones, MML will be better able to target each area gneisses south of Ambodilafa and are exposed within systematically and sequentially. the Cretaceous rhyolites and basalts that underlie MML’s Ambodilafa South tenements. Depending on the results of the IPO, MML has budgeted for between 1,900 and 5,155 metres of follow up drilling of any To the south, Malagasy Government magnetic data suggest targets identified from initial exploration programmes. sills of (Cretaceous) pillow basalts occur within the eastern margin of the Proterozoic basement gneisses within the MML has provided RSG Global with an exploration budget Manakara group. This interpretation is consistent with the for the Mananjary Project. RSG Global deems that a budget, known presence of numerous intrusive sills of charnockite outlined in Table 5.3.5_1, is sufficient to cover the initial two composition in this area. year period to October 2009.

Whilst Area ‘A’ was historically subjected to regional-scale The minimum proposed expenditure of A$0.5M over the stream geochemistry by the BRGM, Area ‘B’ remains initial two year period is considered to be consistent with the essentially unexplored yet contains similarly prospective potential of the Mananjary Project and is considered adequate lithological assemblages to those both within the area the area to cover the costs of the proposed program. that hosts the Ambodilafa Project and with other areas of Ni- Cu-PGE prospectivity in Madagascar (e.g. Analalava). 5.6 Majunga Project MML plans to utilise airborne geophysical data (Aeromagnetics & EM) combined with regional stream 5.6.1 Location Access and Physiography geochemical sampling to delineate prospective areas. This project has been designated for early assessment to determine The Majunga Project is located on the northwest coast of retention or relinquishment. Madagascar, 35km southwest of the port city of Majunga (Figure 6.1_1). The Majunga area is marked by broad alluvial plains, with numerous coastal indentations, deep bays 5.5.3.5 Exploration and Evaluation Strategy and well protected natural harbours providing shelter to the Given the nature of the postulated target (Ni), initial follow- common cyclones passing through the area. up techniques will comprise detailed interpretation of The climate is generally tropical with temperatures ranging aeromagnetic data in the first instance. This process will from the mid teens to the lower thirties. Monthly rainfall varies allow a focused follow-up in the field for secondary surface from less than 20mm in the winter months to 1500mm in the sampling. summer months (November-March). MML has provided RSG Global with an exploration strategy for the Mananjary Project to cover an initial two year period 5.6.2 Tenure following admission to ASX. MML’s exploration strategy will The Majunga Project comprises a single permit of 4 carrés focus on the following: totalling 25.0km2 (Table 6.2_1). The exploration (RP) permits . Conversion of all available exploration and drilling data were granted in March 2005 for a period of 10 years. They into digital format. are beneficially owned by MML with title held by MDA. . Development of a GIS database and geological model. 5.6.3 Geology . Acquisition and interpretation of airborne geophysical data. Following the Pan-African Orogeny, the Precambrian . Surface geochemical sampling and follow-up drilling. Domain of Madagascar has remained emerged until the Carboniferous, when Karoo-type marine platform sediments MML plans to utilise airborne geophysical data were deposited. The sedimentation phase corresponds to the (Aeromagnetics & EM) combined with (proven effective) Karoo rifting episode; the initial break-up of Gondwana; an

Malagasy Minerals Limited Prospectus 69 Table 6.2_1 Majunga Project Area: Tenement Schedule Ten Ten Area Area Application Name Holder Rent Expenditure Granted Type No. BL km2 Date Majunga PR 12834 MDA 4 25.00 $871 1/03/2005 1/03/2007

MDA – MADA-AUST SARL (a wholly owned subsidiary of MML), PR – permis de recherche 5 Table 6.5_1 Majunga Project: Proposed Exploration Expenditure Minimum Subscription A$8m Maximum Subscription A$10m Activity Year 1 (A$) Year 2 (A$) Year 1 (A$) Year 2 (A$) Drilling (Total Cost) 24,000 - 82,000 - Surface geochemistry & mapping 11,000 - 10,000 - Geophysical surveys & data interpretation 6,000 - 5,000 - Field plant & equipment 5,000 - 5,000 - Travel & accommodation 10,000 - 10,000 - Staff & contractors 10,000 - 10,000 - Tenement costs 1,000 1,000 1,000 1,000 Total 67,000 1,000 123,000 1,000

Figure 6.1_1: Majunga Project - Tenement Location Plan

70 Malagasy Minerals Limited Prospectus event that spans from the Upper Carboniferous to the Lower this project. A proposed budget for two (2) years post-IPO is Jurassic Periods. The Karoo sediments were deposited into detailed below. The budget structure allows for up to 1500 two major sedimentary basins along the western coast of meters of shallow drilling in Year 2, subject to favourable Madagascar; the Majunga Basin in the north-west and the results from initial programmes in Year 1. Morondava Basin in the southwest. They are composed of terrestrial fluvial (river) and evaporite sediments, and overlying MML has provided RSG Global with an exploration strategy calcareous marine sediments. for the Majunga Project to cover an initial two year period following admission to ASX. This strategy has been divided Subsequent (mid-Jurassic) opening of basins in the north and into two (2) phases; with the second phase contingent on west of Madagascar has been confirmed with the deposition of positive results from the first. a series of marine sediments. The development of the basins was halted by the initial Indo-Malagasy rifting during the Phase 1 may include some or all of the following: Upper Cretaceous and marked by the opening of basins in the 5 • Conversion of all available exploration data into digital north and east of Madagascar. format This resulted in deposition of a series of Mesozoic and Tertiary • Development of a GIS database and geological model sediments. During the Quaternary, material eroded from these sediments, including second-generation heavy minerals • Field inspection of the sand bodies and hand auger drilling (e.g. ilmenite, rutile and zircon), was transported to the coast of prospective areas by rivers and reworked into sand spits, storm ridges and dunes. • Analysis of the heavy mineral suite

• Analysis of 200m spaced regional airborne magnetic and 5.6.4 Exploration and Development Potential radiometric data

Previous work by MRNL has confirmed that the small Should Phase 1 demonstrate potential for significant heavy Quaternary sand deposits along coast near Majunga contain mineral occurrence, Phase 2 will commence; incorporating the a potentially economic suite of heavy minerals. The Permit following programmes: was acquired on the basis that it covered what appears to be the most significant sand body along the coast. • Follow-up close spaced shallow drilling

The Permit is located close to the town and port of Majunga. • Bulk sampling and analysis of heavy minerals The coastal zone is, however, environmentally sensitive, a factor which has restricted exploration of the Permit. The MDA • Development of an environmental strategy for further management team does have significant experience working exploration in Madagascar and this should allow effective progression MML has also provided RSG Global with an exploration through the regulatory process. budget for the Majunga Project covering the initial two year period to September 2009 as summarised in Table 6.5_1. 5.6.5 Exploration and Evaluation Strategy The minimum proposed expenditure of A$68K over the It is initially planned to utilise the expertise of MDA personnel initial two year period is considered to be consistent with the (who identified the Ranobe-MM mineral sands deposit north potential of the Majunga Project and is considered adequate of Tulear) to conduct an aggressive first-pass assessment of to cover the costs of the proposed program.

5.7 Glossary

°C Temperature in degrees Celsius amethyst Form of silica (SiO2). African Plate A large portion of the Earth’s crust covering the amphibolite A metamorphic crystalline rock consisting mainly of continent of Africa and extending westward to the mid-Atlantic Ocean. amphibole and some plagioclase. Ag Chemical symbol for silver. Androyen System Refers to a group of metamorphic rocks comprising part of the crystalline basement rocks of Madagascar. AIG Australian Institute of Geoscientists anorthosite A plutonic rock comprised almost entirely of calcium-rich airborne geophysical data Data pertaining to the physical properties plagioclase feldspar (labradorite). of the earth’s crust at or near surface and collected from an aircraft. Archaean An era of geological time spanning the period from 3,800 airborne geophysical survey Survey pertaining to the physical million years to 2,500 million years before present. properties of the earth’s crust at or near surface and collected from an aircraft. argillite A rock composed predominantly of clay minerals, or having a notable proportion of clay in its composition. airborne geophysics Data pertaining to the physical properties of the earth’s crust at or near surface and collected from an aircraft. Au Chemical symbol for gold. Al Chemical symbol for aluminium. AusIMM Australian Institute of Mining and Metallurgy alluvial Silt, sand and gravel material, transported and deposited by beryl A beryllium-alumino silicate mineral, Be3Al2Si6O18, often rivers. found in pegmatites. Emerald is a gem variety of beryl. amazonite Form of feldspar. Besshi Deposit A VMS style Zn-Cu-Pb deposit located in southwestern Japan

Malagasy Minerals Limited Prospectus 71 Bisha Deposit A VMS style Cu-Au-Zn-Ag deposit in the country of garnierite A hydrous nickel silicate mineral, a member of the Eritrea, Africa serpentinite group of minerals. BRGM Bureau de Recherches Géologiques et Minières GIS A system devised to present partial data in a series of compatible and interactive layers that are georeferenced to the Earth. GIS stands Calc-alkaline An igneous rock in which the proportion of lime and for Geographical Information System. alkalies is such that the dominant minerals are feldspars, hornblende and/or augite. glaciogene Sediment which has an origin relating to erosion, transport and deposition from glacial processes. Cambrian The oldest period of the Palaeozoic era, between approximately 545 million years and 490 million years ago. gneiss A metamorphic rock of coarse grain size, usually exhibiting banding. Carboniferous Period of the Palaeozoic era, between approximately 354 million years and 298 million years ago. Gondwana A palaeo supercontinent that included most of the land masses in the present southern hemisphere, and existed as a cohesive 5 chalcopyrite A copper iron sulphide, CuFeS2. land mass between 500 million and 200 million years ago. charnockite A type of intrusive rock of granitic composition & granite A coarse-grained igneous rock containing mainly quartz and containing orthopyroxene, found within metamorphic geological feldspar minerals and subordinate micas. environments. granulite Metamorphic rocks formed by high temperature and/or chromite An oxide of chromium, (Mg,Fe)Cr2O4, some varieties of pressure metamorphism. which can represent an indicator of diamonds. Graphite System Refers to a group of metamorphic rocks comprising cordierite A silicate of magnesium and aluminium, Mg2Al3 part of the crystalline basement rocks of Madagascar. (AlSi5O18), found as an accessory mineral in granite and metamorphic rocks. Graticular system Geographical map subdivision, commonly using degrees or metric units. Cretaceous The third and final period of the Mesozoic era, between 141 and 65 million years ago. greenschist A metamorphosed rock which owes its colour and schistosity to abundant chlorite. Cross bedding Having minor beds or laminae lying oblique to the main beds of stratified rock. Commonly developed in sandstones greenstone belt A broad term used to describe an elongate belt of deposited by the action of wind or water. rocks that have undergone regional metamorphism to greenschist facies. Crustal melt Material derived from the melting of the solid outer shell of the earth’s surface. heavy mineral sand Economic mineral suite usually dominated by varying proportions of ilmenite, rutile and zircon. Cu Chemical symbol for copper ilmenite An iron and titanium oxide (FeTiO3). Dharwar Craton An area of Archaean age continental rocks in southern India. intrusive Refers to a magma which has solidified before reaching the earth’s surface. diamond drilling Method of obtaining cylindrical core of rock by drilling with a diamond set or diamond impregnated bit. IP survey Induced polarisation survey, an electrical geophysical method used to detect buried deposits formed by disseminated diopside A white to light green calcium-magnesium silicate mineral. sulphide minerals. disconformity Time break between parallel strata demonstrating Jurassic The middle division of the Mesozoic era. erosional relief. K Chemical symbol for potassium dolomite A mineral of magnesium and calcium carbonate. Karoo Supergroup A large belt of sedimentary rocks of late ductile Deformation of rocks or rock structures involving stretching or Cambrian to early Mesozoic age, stretching the length of western bending in a plastic manner without breaking. Madagascar. East African Orogen A large orogenic belt extending from Arabia, labradorite Calcium-rich plagioclase; commonly exhibits iridescence. across continental Africa and through Mozambique and Madagascar Landsat Imagery Images of the earth’s surface collected by satellite EM survey A geophysical technique whereby transmitted and commonly processed to enhance particular features. electromagnetic fields are used to energise and detect conductive material beneath the earth’s surface. laterite A cemented, residuum of weathering, generally leached in silica with a high alumina and/or iron content and often containing epicontinental Pertaining to the continental shelf and or continental rounded pisolites. interior. leptynite A banded variety of high grade metamorphic rock evaporite Sediment, including various salts, deposited from aqueous (granulite). solution as a result of evaporation. leuco A combining form prefix denoting rock having lighter than facies The aspect belonging to a geologic unit of sedimentation, normal colour for a given rock variety. including mineral composition, type of bedding, fossil content, etc. leuconorite A variety of gabbro characterised by a lighter than fault A natural break in rock resulting from geological forces causing normal colour for that rock type. movement of one block of rock against another limestone A sedimentary rock containing at least 50% calcium or Fe Chemical symbol for iron calcium-magnesium carbonates. feldspar A group of rock forming minerals. lithology A generalised term for a rock type. fluvial Pertaining to sediments deposited by the action of streams and magnetic surveys Determination of the deviation in the earth’s rivers. magnetic field in response to the inherent magnetism of different rock gabbro A fine to coarse grained, dark coloured, igneous rock types. composed mainly of calcic plagioclase, clinopyroxene and sometimes Malagasy Shield A complex assemblage of Precambrian rocks that olivine. comprise the eastern two-thirds of Madagascar galena A grey sulphide ore of lead, PbS. marl A calcareous clay. garnet A brown-red silicate mineral. MDA Mada-Aust SARL, a wholly-owned subsidiary of MML in Madagascar

72 Malagasy Minerals Limited Prospectus Meta- Implies that the rock has undergone metamorphism. polymetallic Relating to the presence of several economically significant trace elements, typically including the base metals and metallurgical test work The testing of representative ore samples in gold. order to define the physical properties and metallurgical characteristics of the ore. Precambrian Pertaining to all rocks formed before Cambrian time (older than 545 million years). metamorphism Alteration of rock and changes in mineral composition, most generally due to increase in pressure and/or Proterozoic An era of geological time within the Precambrian, temperature. spanning the period from 2,500 million years to 545 million years before present. migmatite Composite rock composed of metamorphic rocks that have undergone incipient melting. Pt Chemical symbol for platinum Miocene The fourth of the five epochs into which the Tertiary period is pyrite An iron sulphide mineral, FeS2. divided, between 25 million years and 5 million years before present. pyroxenite A coarse grained mafic igneous intrusive rock composed MML Malagasy Minerals Limited primarily of the mineral pyroxene. 5 Mn Chemical symbol for manganese pyrrhotite An iron sulphide mineral, FeS(n-1). molybdenite A sulphide of molybdenum, MoS2. Quaternary The younger of the two geologic periods in the Cenozoic era, between 1.8 million years before present and the present day. MRNL An unlisted Australian public company, Madagascar Resources NL radiometric Data relating to the radioactivity emitted by rocks at or near the earth’s surface. mudstone Sedimentary rock formed from mud or clay. radon A heavy, radioactive, gaseous element; inert; the heaviest MZT Mazoto Minerals SARL, a wholly-owned subsidiary of MML in known gas. Symbol, Rn. Formed by the disintegration of uranium. Madagascar RC drilling Drilling method employing a percussive action to break Neogene Including the Pliocene, Miocene and Oligocene epochs, the rock, and in which sample material is delivered to the surface 38 million years to 1.8 million years before present. inside the rod string by compressed air. Neoproterozoic The era of geologic time comprising the end of the rhyolite Fine-grained felsic igneous volcanic rock containing a high Proterozoic Era & covering the period between 1,000 and 545 million proportion of silica and feldspar, similar in composition to granite. years ago. RN Route Nationale (main access roads of Madagascar) Ni Chemical symbol for nickel rutile An oxide of titanium (TiO2) and a common detrital heavy nonconformable A geological event in which sedimentary rocks are mineral. deposited directly over eroded intrusive or metamorphic rocks. Sakoa Member Part of the Karoo Supergroup; an assemblage of ophiolite A sequence of mafic and ultramafic igneous rocks (usually sediments averaging approximately 500 million years age, stretching metamorphosed) formed at the sea floor as part of the oceanic crust. along the western side of Madagascar. orogenic belt Long, frequently continental-scale linear structures, sandstone A sedimentary rock composed of cemented or compacted usually mountainous, that are the end product of one or more detrital minerals, principally quartz grains. orogeny events. schist A crystalline metamorphic rock having a foliated or parallel orogeny A deformation and/or magmatic event in the earth’s crust, structure due to the recrystallisation of the constituent minerals. usually caused by collision between tectonic plates. scintillometer A Scintillometer is a scientific device used to measure ortho- Pertaining to metamorphic rocks originally of igneous small atmospheric optical disturbances called scintillations, which precursor. are caused by fluctuations of the refractive index of air along a orthopyroxene Any of several pyroxene minerals that crystallize in the propagation path, caused by variations in temperature, humidity, and orthorhombic system. pressure. palaeo A combining form denoting an attribute of great age or scintillometry Scintillometry identifies the presence of the natural remoteness in regard to time. radioelements potassium, uranium, and thorium; multi-channel palaeochannel A preserved, inactive river channel in-filled with spectrometers can provide measures of individual radioelement partially consolidated fluvial sediments. abundances. Palaeozoic The era of geologic time between the Late Precambrian scree The rubble composed of rocks that have formed down the slope and the Mesozoic era, 545 to 251 million years ago. of a hill or mountain by physical erosion. para- Pertaining to metamorphic rocks originally of sedimentary Shear zone A zone in which shearing has occurred on a large scale, precursor. such that the rock is deformed dominantly by ductile deformation. Pb Chemical symbol for lead shearing A form of fault in rocks where blocks of rock slide past one another without a natural break forming. Pd Chemical symbol for palladium sinistral Refers to the relative horizontal direction of movement of pegmatite A very coarse grained intrusive igneous rock which blocks on either side of a fault or shear, with sinistral referring to left commonly occurs in dyke-like bodies containing lithium-boron- directional movement of the opposite side block fluorine-rare earth bearing minerals. soil sampling The collection of soil specimens for trace element Permian The last geological Period of the Palaeozoic era, between analysis. about 298 million years and 251 million years ago. stratiform Occurring parallel to the rock strata, and deposited at the PGE A group of elements that includes platinum and palladium. same time. phlogopite A brown magnesium mica similar to biotite, but stratigraphy Pertaining to the vertically stacked succession of rocks. containing little iron. Stream sediment sampling The collection of bulk or sieved sample Pliocene The last division of the Tertiary period, between of sand or silt collected from an active or ephemeral stream-bed with approximately 5 and 1.8 million years ago. the intention of analysing them for trace elements.

Malagasy Minerals Limited Prospectus 73 stromatolite Marine organism that secretes calcareous material to ultramafic Igneous rocks consisting essentially of ferromagnesium form a dome shape and is typically found in shallow water. minerals with absent or trace quartz and feldspar. tectonism The processes of deformation in the earths crust that uraninite An oxide mineral or uranium, UO2. produce its continents, ocean basins, mountains, and major folds and uranothorianite An oxide mineral of uranium and thorium faults. USD United States Dollar ($) terrigenous Derived from the land. VMS Volcanogenic massive sulphide ore deposit, a Cu-Zn rich metal Th Chemical symbol for thorium sulphide ore deposit associated with sea floor volcanic activity Ti Chemical symbol for titanium Vohibory System Refers to a group of metamorphic rocks comprising tonalite A coarse grained granitic rock composed of quartz, sodium- part of the crystalline basement rocks of Madagascar. calcium feldspar and a high proportion of iron rich minerals. Voisey’s Bay Refers to a significant sulphide-hosted Ni-Cu-Co deposit 5 tourmaline A complex aluminium silicate mineral containing boron. on the north eastern coast of Canada owned by Brazilian company Vale Limited. Triassic The earliest period comprising in the Mesozoic era, between approximately 250 and 205 million years ago. volcanics Pertaining to igneous material poured out on the surface of the earth in a molten state and to fragmental material of all sizes troctolite A gabbro that is composed chiefly of calcic plagioclase erupted from volcanic vents. (labradorite) and olivine with little or no pyroxene. VTEM Versatile Time Domain Electromagnetic System, a type of tuff A rock formed of compacted volcanic fragments, generally airborne geophysical testing of the earth, often used to detect smaller than four millimetres in diameter. concentrations of sulphides below surface. U Chemical symbol for uranium Zr Chemical symbol for zircon ultrabasic Igneous rocks consisting essentially of ferromagnesium minerals with trace quartz and feldspar.

5.8 Bibliography

Andriamarofahatra, J., De La Boisse, H., Nicollet, C. 1990. Datation U+/-Pb sur monazites et zircons du dernier épisode tectono- métamorphique granulitique majeur dans le Sud-est de Madagascar. Comptes Rendus à l’Académie des Sciences Paris 310, 1643±1648. Argold Holdings Pty. Ltd. 2005. Report on a program of soil and stream sediment sampling in southern Madagascar May-June, 2005. Madagascar Resources NL Internal report, October 2005. Ashwal, L.D. 1997. Geology of Madagascar: Brief Outline.- In: Ashwal, L. D. (ed.), Proterozoic Geology of Madagascar - Guidebook to Field Excursions, Miscellaneous Publications 6, Gondwana Research Group, 4-9; Osaka and Auckland Park. AusIMM. 1995. Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (The Valmin Code) Issued April 1998. AusIMM. 1998. Code and Guidelines for Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (The Valmin Code), issued April 1998. The Australasian Institute of Mining and Metallurgy Besairie, H.H. 1964. Madagascar Carte Géologique, Echelle 1:1,000,000.- Service Géologique, Société des Pétroles de Madagascar, Bur. Rech. Géologiques Minières, Commissariat Energie Atomique, Inst. Rech. Scient., Soc. Ugine Péchiney; Antananarivo. Besairie, H.H. 1970. Map Ampanihy, scale 1:500,000. Service géologique de Madagascar. Caen-Vachette, M. 1979. Le Précambrien de Madagascar. Radiochronométrie par isochrones Rb/Sr sur roches totales. Revue de Géologie Dynamique et de Géographie Physique 21, 331±338. GAF, A.G., Dahl,R. 2005. Madagascar: Une présentation générale. BPGRM, Nov. 2005. Goncalves, P., Nicollet, C, Lardeaux, J-M. 2003. Finite Strain pattern in Andriamena unit (north-central Madagascar) : evidence for late Neoproterozoic-Cambrian thrusting during continental convergence. Precambrian Research, v 123: pp. 135 – 157. Malagasy Minerals Ltd. 2007. Information Memorandum. Martelat, J-E., Schulmann, K., Lardeaux, J-M., Nicollet, C., Cardon, H. 1999. Granulite microfabrics and deformation mechanisms in Southern Madagascar. J Struct. Geology 21, pp 671 – 687. Paquette, J-L., Nedelec, A., Moine, B., Rakotondrazafy, M. 1994. U±Pb, Single Zircon Pb-Evaporation, and Sm±Nd Isotopic Study of a granulite domain in SE Madagascar. Journal of Geology 102, 523±538. Shackleton, R. M. 1986. Precambrian collision tectonic in Africa. In: Coward, M.P., Ries, A.C. (Eds.), Collision Tectonics, 9. Geological Society Special Publication, pp. 329±349. Windley, B.F., Razafiniparany, A., Razakamanana, T., Ackerman, D. 1994. Tectonic framework of the Precambrian of Madagascar and its Gondwana connections: a review and reappraisal. Geologische Rundschau 83, 642±659. www.clinemining.com 2007 www.panafrican.com 2007

74 Malagasy Minerals Limited Prospectus independent accountant’s report

The Board of Directors Malagasy Minerals Limited Unit 7, 11 Colin Grove WEST PERTH WA 6005

21 May 2008

Dear Sirs 6 6.1 − The payment and recognition directly in equity, of costs Introduction incurred by the Company with respect to the capital We have prepared this Independent Accountant’s Report raising, of $650,000 and $750,000 in relation to the (Report) at the request of the Directors of Malagasy Minerals Minimum Subscription and the Offer, respectively. This Limited and its controlled entities herein referred to as the includes an amount of $110,272 already recognised Company, for inclusion in a Prospectus dated on or about 23 in the Historical Financial Information for the period May 2008 relating to the issue of up to 50,000,000 ordinary ended 31 December 2007, which will be reclassified shares at an issue price of 20 cents per share to raise $10m from ‘Other Current Assets’ to ‘Issued Capital’ upon before capital raising costs (the Offer). The Offer is not the Company obtaining listing on the ASX. underwritten. − Adjusted for the following significant transactions which This Report covers the Historical Financial Information and have taken place since 31 December 2007: Proforma Financial Information set out in Appendix 1 of the . On 4 April 2007, the Company, Madagascar Prospectus. Where necessary, amounts in this Report have Resources NL, Jules LeClezio, Guy LeClezio, Peter been translated from Euros( ) into Australian Dollars ($) using Woods and Graeme Boden executed a Share an exchange rate of 1 = $1.70. Sale Agreement in relation to the acquisition by the Company of 100% of the issued capital of Expressions defined in the Prospectus have the same meaning Mada-Aust Sarl, a company incorporated in the in this report. Republic of Madagascar. The following purchase consideration is payable by the Company to 6.2 Scope Madagascar Resources NL: We have been requested to prepare an Independent  The issue and allotment of 10,000,000 fully Accountant’s Report covering the following financial paid preference shares on execution of the information: Share Sale Agreement, which was 4 April 2007. These preference shares convert into • Historical Financial Information comprising the an equivalent number of fully paid ordinary Consolidated Historical Balance Sheet as at 30 June shares upon the Company achieving ASX 2007 and the Consolidated Historical Income Statement, listing. Consolidated Historical Statement of Changes in Equity and the Consolidated Historical Cash Flow Statement for  Payment of $750,000 cash upon the the period ended 30 June 2007 as set out in Appendix 1 Company listing on the ASX. The remaining of this report; consideration of $1.45m is payable out of 70% of the net royalty receipts due to the • Historical Financial Information comprising the Company (via its 100% interest in Mada-Aust Consolidated Historical Balance Sheet as at 31 December Sarl) under three existing Labradorite royalty 2007 and the Consolidated Historical Income Statement, agreements with the following companies Consolidated Historical Statement of Changes in Equity incorporated in the Republic of Madagascar: and the Consolidated Historical Cash Flow Statement for the period 1 July 2007 to 31 December 2007 as set out in • Euromad Miniere Sarl; Appendix 1 of this report; and • Magrama SA; and • Proforma Financial Information comprising the • Sqny International Sarl. Consolidated Proforma Balance Sheet as at 31 December 2007 which assumes completion of the following As the payment of the $1.45m to contemplated transactions as at that date as set out in Madagascar Resources NL is contingent Appendix 1 of this report: upon the sufficiency of the Labradorite royalty stream, which is unable to be reliably − The issue of 40,000,000 shares at an issue price of 20 estimated at this point in time, it has been cents per share to raise the Minimum Subscription of excluded from the Pro-forma Financial $8m and the issue of 50,000,000 shares at an issue Information. price of 20 cents per share to raise $10m under the Offer.

Malagasy Minerals Limited Prospectus 75 It should be noted that Mr Guy LeClezio and . The allotment on 9 May 2008 of 3,300,000 Mr Peter Woods are directors of the Company shares to seed capital investors, to raise and Madagascar Resources NL. Mr Jules $330,000. LeClezio is a director of Midas Consultancy Ltd (Midas), which holds 5,000,000 The Historical and Proforma Financial Information set out in preference shares in the Company. The Appendix 1 of this Report has been prepared in accordance Company and Midas executed a three year with the measurement and recognition principles prescribed Consultancy Agreement on 4 April 2007 for in Accounting Standards and other mandatory professional the provision of consultancy services by Mr reporting requirements and accounting policies adopted by LeClezio. The preference shares issued to the Company, as disclosed in Appendix 1 of this Report. Not Midas convert into an equivalent number of all of the annual financial statement disclosure requirements 6 fully paid ordinary shares upon the Company of Australian Accounting Standards and the Corporations Act achieving ASX listing. 2001 have been provided.

. On 6 August 2007, the Company executed a The Historical Financial Information has been extracted Memorandum of Understanding (MOU) with the from the audited and reviewed records of the Company for Bureau de Recherches Géologiques et Minières the period ended 30 June 2007 and 31 December 2007 (BRGM) in relation to the acquisition of BRGM’s respectively, which was audited and reviewed (respectively) by business and in relation to the entering of a the WHK Horwath Perth Audit Partnership and on which an long-term lease agreement covering certain unqualified audit and review opinion (respectively) was issued. BRGM commercial real estate properties in the The Directors have prepared and are responsible for the Republic of Madagascar for a period of 99 years Historical and Proforma Financial Information. We disclaim with a 99 year option. On 13 December 2007, any responsibility for any reliance on this Report or the the Company formally executed the Share Sale financial information to which it relates for any purposes other Agreement and Long Term Lease, which gave than that for which it was prepared. This Report should be effect to the MOU. In accordance with the Share read in conjunction with the full Prospectus. Sale Agreement and Long-term Lease Agreement, the 2,000,000 cash consideration payable by Review of Historical Financial Information the Company is allocated as follows: property, plant & equipment ( 400,000), intangibles ( We have conducted a review of the Historical Financial 100,000) and the long-term lease ( 1,500,000). Information in order to state whether on the basis of the These amounts are payable to BRGM as follows: procedures described, anything has come to our attention that would cause us to believe that the Historical Financial  100,000 ($170,000) on execution of Information is not presented fairly in accordance with the the Share Sale Agreement and Long Term measurement and recognition principles (but not all of the Lease. This amount is already included in the disclosure requirements) of prescribed Accounting Standards reviewed financial information for the period and other mandatory professional reporting requirements in 1 July 2007 to 31 December 2007. Australia and accounting policies adopted by the Company, as disclosed in Appendix 1 of this Report.  100,000 ($170,000) payable in two Our review has been conducted in accordance with Australian instalments of 50,000 each on 15 April Accounting Standards applicable to review engagements and 2008 and 30 June 2008. has been limited to the reading of relevant Board minutes, inquiries of management personnel, analytical procedures  925,000 ($1.57m) upon the Company applied to the financial data and certain limited verification listing on the Australian Securities Exchange procedures. The procedures do not provide all the evidence Limited (ASX) on or before 31 July 2008. that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not  490,000 ($833,000) payable by 31 performed an audit and accordingly we do not express an December 2008 and 385,000 ($654,500) audit opinion on the Historical Financial Information. payable by 31 March 2009. Review of Proforma Financial Information . The payment of 46,515 ($79,075) in stamp duty and taxes with respect to the BRGM transaction at We have conducted a review of the Proforma Financial the date of the Company achieving ASX listing. Information in order to state whether on the basis of the procedures described, anything has come to our attention . The payment of VAT in relation to the Share Sale that would cause us to believe that the Proforma Financial Agreement ( 100,000 = $170,000 payable on Information has not been prepared in accordance with the ASX listing and expected to be recovered within 12 basis of preparation set out in Appendix 1 of this Report and months) and the Long-term Lease Agreement is not in accordance with the measurement and recognition principles (but not all of the disclosure requirements) of ( 300,000 = $510,000 of which $255,000 is prescribed Accounting Standards and other mandatory payable on ASX listing and the balance payable by professional reporting requirements in Australia and equal instalments on 31 December 2008 and 31 accounting policies adopted by the Company, as disclosed in March 2009. These amounts are not expected to Appendix 1 of this Report. be recovered within 12 months).

76 Malagasy Minerals Limited Prospectus Our review has been conducted in accordance with Australian 6.5 Auditing Standards applicable to review engagements and Independence and has been limited to the reading of relevant Board minutes, Disclosure of Interest inquiries of management personnel, analytical procedures applied to the financial data and certain limited verification WHK Horwath does not have any interest in the outcome of procedures. We have also determined whether the proforma the Offer, other than for the preparation of this Report and transactions form a reasonable basis for the preparation of for acting as auditors of the Company for which normal the consolidated Proforma Balance Sheet. These procedures professional fees will be received. do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than The Company has agreed to indemnify and hold harmless that given in an audit. We have not performed an audit and WHK Horwath and its employees from any claims arising out accordingly, we do not express an opinion on the consolidated of misstatements or omission in any material or information 6 Proforma Balance Sheet. supplied by the Company.

6.3 Review Statements 6.6 Responsibility Historical Financial Information WHK Horwath has consented to the inclusion of this Investigating Accountant’s Report in the Prospectus in the form Based on our review, which is not an audit, nothing has come and context in which it is so included, but has not authorised to our attention which causes us to believe that the Historical the issue of the Prospectus. Accordingly, WHK Horwath makes Financial Information, as set out in Appendix 1 of this Report, no representation regarding, and takes no responsibility for, does not present fairly the historical consolidated financial any other statements, or material in, or omissions from the position of the Company as at 31 December 2007, in Prospectus. accordance with the recognition and measurement principles prescribed in Accounting Standards and other mandatory professional reporting requirements, and accounting policies 6.7 General Advice Warning adopted by the Company, disclosed in Appendix 1 of this This Report has been prepared, and included in the Report. Prospectus, to provide investors with general information Proforma Financial Information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended Based on our review, which is not an audit, nothing has come to take the place of professional advice and investors should to our attention which causes us to believe that the Proforma not make specific investment decisions in reliance on the Financial Information, as set out in Appendix 1 of this Report, information contained in this Report. Before acting or relying does not present fairly the proforma financial position of the on any information, an investor should consider whether it Company as at 31 December 2007: is appropriate for their circumstances having regard to their objectives, financial situation and needs. • on the basis of the proforma transactions and/or adjustments; and

• in accordance with the recognition and measurement Yours faithfully principles prescribed in Accounting Standards and other mandatory professional reporting requirements WHK HORWATH PERTH AUDIT PARTNERSHIP in Australia, and accounting policies adopted by the Company, disclosed in Appendix 1 of this Report.

6.4 Subsequent Events Since 31 December 2007 and to the date of this Report, the Company has incurred costs associated with the production of CYRUS PATELL this Prospectus and managing of the Company’s assets. Principal

Apart from the matters dealt with in this Report and having regard to the scope of our Report, to the best of our knowledge and belief there have been no material transactions or events outside the ordinary course of business of the Company, subsequent to 31 December 2007, which have come to our attention and require comment on or adjustment to the information referred to in our Report or that would cause such information to be misleading or deceptive.

Malagasy Minerals Limited Prospectus 77 6.8 Financial Information Appendix 1

Consolidated Historical Income Statement

Audited Reviewed 22 September 2006 1 July 2007 to to 30 June 2007 31 December 2007 6 $ $

Revenue 221,010 154,975 Employee Benefits expense (13,806) (18,133) Depreciation expense (18,273) (948) Impairment of Assets (3,948) - Finance costs (8,819) (3,280) Administration costs (264,714) (215,327) Exploration expenditure (6,603) (3,185) Tenement Holding costs (49,813) (99,037) Share-based payments (100,000) - Loss before income tax expense (244,966) (184,935) Income tax expense (2,638) - Net Loss attributable to members of the parent entity (247,604) (184,935)

78 Malagasy Minerals Limited Prospectus 6.8 Financial Information Appendix 1 continued

Consolidated Balance Sheet

Proforma Proforma

Audited Reviewed Minimum $10m Offer 30 June 31 December Subscription Notes 2007 2007 2007 2007 6 $ $ $ $

Current Assets Cash and Cash Equivalents Note 3(a) 747,785 453,473 5,247,169 7,147,169 Trade and Other Receivables Note 3(b) 95,877 102,474 272,474 272,474 Other Current Assets Note 3(c) 80,529 133,665 23,393 23,393 Total Current Assets 924,191 689,612 5,543,036 7,443,036

Non-Current Assets Property, Plant & Equipment Note 3(d) 41,956 252,497 3,381,373 3,381,373 Intangible Assets Note 3(e) - - 180,200 180,200 Receivables Note 3(f) - - 510,000 510,000 Deferred Exploration and Note 3(g) 345,148 340,404 1,090,404 1,090,404 Evaluation Total Non-Current Assets 387,104 592,901 5,161,977 5,161,977

TOTAL ASSETS 1,311,295 1,282,513 10,705,013 12,605,013

Current Liabilities Trade and Other Payables Note 3(h) 257,048 259,376 1,219,876 1,219,876 Short-term Provisions 1,362 1,362 1,362 1,362 Total Current Liabilities 258,410 260,738 1,221,238 1,221,238

Non-Current Liabilities Other Payables Note 3(i) - - 782,000 782,000 Total Non-Current Liabilities - - 782,000 782,000

TOTAL LIABILITIES 258,410 260,738 2,003,238 2,003,238

NET ASSETS 1,052,885 1,021,775 8,701,775 10,601,775

EQUITY Issued Capital Note 3(j) 1,300,003 1,470,003 9,150,003 11,050,003 Reserves 2,349 (10,521) (10,521) (10,521) Accumulated Losses (249,467) (437,707) (437,707) (437,707) TOTAL EQUITY 1,052,885 1,021,775 8,701,775 10,601,775

Malagasy Minerals Limited Prospectus 79 6.8 Financial Information Appendix 1 continued

Consolidated Historical Cash Flow Statement

Audited Reviewed 22 September 2006 1 July 2007 to to 30 June 2007 31 December 2007 6 $ $ Cash flows from Operating Activities Payments to suppliers and employees (154,119) (177,465) Interest received 11,225 17,040 Net cash used in operating activities (142,894) (160,425)

Cash flows from Investing Activities Payments for property, plant and equipment (60,229) (209,594) Payments for exploration and evaluation expenditure (349,095) (94,293) Net cash used in investing activities (409,324) (303,887)

Cash flows from Financing Activities Proceeds from issues of shares 1,300,003 170,000 Net cash flows provided by financing activities 1,300,003 170,000

Net increase(decrease) in cash held 747,785 (294,312) Cash at the beginning of the period - 747,785 Cash at the end of the period 747,785 453,473

80 Malagasy Minerals Limited Prospectus 6.8 Financial Information Appendix 1 continued

Consolidated Historical Statement of Changes in Equity

Audited 22 September 2006 to 30 June 2007 Foreign Currency Accumulated Translation Issued Capital Losses Reserve Total $ $ $ $ 6

Balance at 30 June 2006 - - - -

Shares issued during the year 1,300,003 - - 1,300,003

Loss attributable to members of - (247,604) - (247,604) parent entity

Adjustment from translation of foreign - - 2,349 2,349 controlled entities

Preference dividends paid or provided - (1,863) - (1,863) for

Balance at 30 June 2007 1,300,003 (249,467) 2,349 1,052,885

Consolidated Historical Statement of Changes in Equity

Reviewed 1 July 2007 to 31 December 2007 Foreign Currency Accumulated Translation Issued Capital Losses Reserve Total $ $ $ $

Balance at 30 June 2007 1,300,003 (249,467) 2,349 1,052,885

Shares issued during the period 170,000 - - 170,000

Loss attributable to members of parent - (184,935) - (184,935) entity

Adjustment from translation of foreign - - (12,870) (12,870) controlled entities

Preference dividends paid or provided - (3,305) - (3,305) for

Balance at 31 December 2007 1,470,003 (437,707) (10,521) 1,021,775

Malagasy Minerals Limited Prospectus 81 No deferred income tax will be recognised from the Notes to the Historical and initial recognition of an asset or liability, excluding Proforma Financial Information a business combination, where there is no effect on accounting or taxable profit or loss.

Note 1. Statement Of Significant Deferred tax is calculated at the tax rates that are Accounting Policies expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case Basis of Preparation the deferred tax is adjusted directly against equity.

6 The financial information has been prepared in accordance Deferred income tax assets are recognised to the extent with the measurement but not all of the disclosure that it is probable that future tax profits will be available requirements of Australian Accounting Standards and other against which deductible temporary differences can be mandatory professional reporting requirements in Australia. utilised. In the view of the Directors of Malagasy Minerals Limited (the “Company”), the omitted disclosures would provide no further The amount of benefits brought to account or relevant information to potential investors. which may be realised in the future is based on the assumption that no adverse change will occur in The proforma financial information includes proforma balance income taxation legislation and the anticipation that the sheets assuming the capital raising had taken place at 31 economic entity will derive sufficient future assessable December 2007. Separate proforma balance sheets have income to enable the benefit to be realised and comply been prepared on the basis of the capital raising being fully with the conditions of deductibility imposed by the law. subscribed and on the basis that the Minimum Subscription level is achieved. c. Property, plant and equipment

a. Principles of Consolidation Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated A controlled entity is any entity controlled by Malagasy depreciation. Minerals Limited. Control exists where Malagasy Minerals Limited has the capacity to dominate the Plant and Equipment decision-making in relation to the financial and operating policies of another entity so that the other Plant and equipment are measured on the cost basis entities operate with Malagasy Minerals Limited to less depreciation and impairment losses. achieve the objectives of Malagasy Minerals Limited. All controlled entities have a 30 June financial year- The carrying amount of plant and equipment is end. reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. All inter-company balances and transactions The recoverable amount is assessed on the basis of the between entities in the economic entity, including any expected net cash flows which will be received from unrealised profits or losses, have been eliminated on the asset’s employment and subsequent disposal. The consolidation. Accounting policies of subsidiaries have expected net cash flows have been discounted to their been changed where necessary to ensure consistencies present values in determining recoverable amounts. with those policies applied by the parent entity. Subsequent costs are included in the asset’s carrying Where controlled entities have entered or left the amount or recognised as a separate asset, as economic entity during the year, their operating appropriate, only when it is probable that future results have been included from the date control was economic benefits associated with the item will flow obtained or until the date control ceased. to the economic entity and the cost of the item can be measured reliably. All other repairs and maintenance Minority equity interests in the equity and results of the are charged to the income statement during the entities that are controlled are shown as a separate financial period in which they are incurred. item in the consolidated financial report. Depreciation

b. Income Tax The depreciable amount of all fixed assets including capitalised leased assets is depreciated on the reducing The charge for current income tax expense is based on balance method commencing from the time the asset is the profit for the year adjusted for any non-assessable held ready for use. or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the The depreciation rates used for each class of balance sheet date. depreciable assets are: Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

82 Malagasy Minerals Limited Prospectus Class of Fixed Asset Depreciation Rate Financial assets at fair value through profit and loss Plant and Equipment 25% A financial asset is classified in this category if acquired Motor Vehicles 20% principally for the purpose of selling in the short Field Equipment 37.5% term or if so designated by management and within Office Furniture 7.5% the requirements of AASB 139: Recognition and Measurement of Financial Instruments. Derivatives are Office Equipment 37.5% to 50% also categorised as held for trading unless they are designated as hedges. Realised and unrealised gains The assets’ residual values and useful lives are and losses arising from changes in the fair value of reviewed, and adjusted if appropriate, at each balance these assets are included in the income statement in sheet date. the period in which they arise. 6 An asset’s carrying amount is written down immediately Loans and receivables to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not Gains and losses on disposals are determined by quoted in an active market and are stated at amortised comparing proceeds with the carrying amount. These cost using the effective interest rate method. gains and losses are included in the income statement. When revalued assets are sold, amounts included Financial liabilities in the revaluation reserve relating to that asset are transferred to retained earnings. Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation. d. Exploration, Evaluation and Development Expenditure Derivative instruments

Exploration, evaluation and development expenditure Derivative instruments are measured at fair value. incurred is either written off as incurred or accumulated Gains and losses arising from changes in fair value in respect of each identifiable area of interest. are taken to the income statement unless they are Tenement acquisition costs are initially capitalised. designated as hedges. Costs are only carried forward to the extent that they are expected to be recouped through the successful Fair value development of the area, sale of the respective areas of interest or where activities in the area have not Fair value is determined based on current bid process yet reached a stage, which permits a reasonable for all quoted investments. Valuation techniques are assessment of the existence of economically applied to determine the fair value for all unlisted recoverable reserves. securities, including recent arms length transactions, reference to similar instruments and option pricing Accumulated costs in relation to an abandoned area models. are written off in full against profit in the year in which the decision to abandon the area is made. Impairment

When production commences, the accumulated costs At each reporting date, the economic entity assesses for the relevant area of interest are amortised over the whether there is objective evidence that a financial life of the area according to the rate of depletion of the instrument has been impaired. In the case of economically recoverable reserves. available-for sale financial instruments, a prolonged decline in the value of the instrument is considered to A regular review is undertaken of each area of interest determine whether impairment has arisen. Impairment to determine the appropriateness of continuing to carry losses are recognised in the income statement. forward costs in relation to that area of interest. f. Impairment of Assets Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities At each reporting date, the economic entity reviews the are expensed as incurred and treated as exploration carrying values of its tangible and intangible assets to and evaluation expenditure. determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the assets, being e. Financial Instruments the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying Recognition value. Any excess of the asset’s carrying value over the recoverable amount is expensed to the income Financial instruments are initially measured at cost statement. on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Impairment testing is performed annually for goodwill Subsequent to initial recognition these instruments are and intangible assets with indefinite lives. measured as set out below.

Malagasy Minerals Limited Prospectus 83 Where it is not possible to estimate the recoverable income statement in the period in which the operation amount of an individual asset, the economic entity is disposed. estimates the recoverable amount of the cash- generating unit to which the asset belongs. i. Employee Benefits Provision is made for the economic entity’s liability g. Interest in Joint Ventures for employee benefits arising from services rendered The economic entity’s share of the assets, liabilities, by employees to the balance date. Employee benefits revenue and expenses of joint venture operations are expected to be settled within one year together with included in the appropriate items of the consolidated entitlements arising from wages and salaries and annual leave which will be settled after one year, income statement and the balance sheet. 6 have been measured at the amounts expected to be paid when the liability is settled, plus related on h. Foreign Currency Transactions and Balances costs. Other employee benefits payable later than one year have been measured at the present value of the Functional and presentation currency estimated future cash outflows to be made for those benefits. The functional currency of each entity within the economic entity is measured using the currency of the primary economic environment in which that entity j. Provisions operates. The consolidated financial statements are Provisions are recognised when the economic entity presented in Australian dollars which is the parent has a legal or constructive obligation, as a result of entity’s functional and presentation currency. past events, for which it is probable that an outflow of economic benefits will result and that outflow can be Transactions and balances reliably measured. Foreign currency transactions are translated into functional currency using the exchange rates prevailing k. Cash and cash equivalents at the date of the transaction. Foreign currency monetary items are translated at the year-end Cash and cash equivalents includes cash on hand, exchange rate. Non-monetary items measured at deposits held at call with banks, other short-term highly historical cost continue to be carried at the exchange liquid investments with original maturities of three rate at the date of the transaction. Non-monetary months or less. items measured at fair value are reported at the exchange rate at the date when fair values were l. Revenue determined. Revenue from the sale of goods is recognised upon the Exchange differences arising on the translation delivery of goods to customers. of monetary items are recognised in the income statement, except where deferred in equity as a Interest revenue is recognised on a proportional basis qualifying cash flow or net investment hedge. taking into account the interest rates applicable to the financial assets. Exchange differences arising on the translation of non- monetary items are recognised directly in equity to the Revenue from the rendering of a service is recognised extent that the gain or loss is directly recognised in upon the delivery of the service to the customers. equity, otherwise the exchange difference is recognised in the income statement. All revenue is stated net of the amount of goods and services tax (GST). Group Companies

The financial results and position of foreign operations m. Goods and services tax (GST) whose functional currency is different from the Group’s presentation currency are translated as follows: Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST • assets and liabilities are translated at year-end incurred is not recoverable from the Australian Tax exchange rates prevailing at that reporting date; Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part • income and expenses are translated at average of an item of the expense. Receivables and payables exchange rates for the period; and in the Balance Sheet are shown inclusive of GST.

• retained earnings are translated at the exchange Cash flows are presented in the cash flow statement rate prevailing at the date of the transaction. on a gross basis, except for the GST component of investing and financing activities, which are disclosed Exchange differences arising on translation of foreign as operating cash flows. operations are transferred directly to the economic entity’s foreign currency translation reserve in the balance sheet. These differences are recognised in the

84 Malagasy Minerals Limited Prospectus n. Contributed Equity Key Estimates – Impairment Issued and paid up capital is recognised at the fair The economic entity assesses impairment at each reporting value of the consideration received by the Company. date by evaluating conditions specific to the economic entity Any transaction costs arising on the issue of ordinary that may lead to impairment of assets. Where an impairment shares are recognised directly in equity as a reduction trigger exists, the recoverable amount of the asset is of the share proceeds received. determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates. o. Comparative Figures The parent entity was incorporated on 22 September No impairment has been recognised in respect of costs carried 2006, hence the period 22 September 2006 to 30 forward as exploration assets. The ultimate recoupment June 2007 is the first reporting period of the economic of value is dependent on the successful development and 6 entity. commercial exploitation or sale of the respective areas. p. Intangibles Acquired identifiable intangible assets in relation to client lists are initially recorded at cost and are amortised over the period over which future economic benefits embodied in the asset are expected to be derived.

Critical Accounting Estimates and Judgments The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the economic entity.

Note 2. Controlled Entities

Controlled entities of the Company are as follows: Name Holding Company Nature of Operations ownership interest

Mazoto Minerals SARL * 90% Tenement Holding Company

Mada-Aust SARL 100% Tenements/Labradorite/Royalties/ Personnel & Vehicles

Energex SARL 100% Tenement Holding Company: Uranium/Fossil fuels Mining Services SARL 100% BRGM Drilling & Assaying Business

Saint Denis Holdings SARL 100% BRGM Commercial Land Holding: Office & Residential

*Managing Director, Mr Steven Goertz holds a 10% interest on trust for Malagasy Minerals Limited.

Malagasy Minerals Limited Prospectus 85 Note 3. Notes to the Pro-forma Financial Information

Proforma Proforma

Minimum $10m Subscription Offer 2007 2007 $ $ a) Reconciliation of adjustments to Cash 6 Balance as at 31 December 2007 453,473 453,473 Proceeds from Share Issue (40,000,000 shares) 8,000,000 - Share issuance costs (539,729) - Proceeds from Share Issue (50,000,000 shares) - 10,000,000 Share issuance costs - (639,729) Seed capital raising 330,000 330,000 Payments to BRGM (1,742,500) (1,742,500) Stamp duty and taxes on BRGM acquisition (79,075) (79,075) Payment in relation to Mada-Aust Sarl acquisition (750,000) (750,000) VAT payable on BRGM acquisition upon ASX listing (425,000) (425,000) Proforma cash balance as at 31 December 2007 5,247,169 7,147,169

b) Reconciliation of Trade and Other Receivables Balance as at 31 December 2007 102,474 102,474 VAT recoverable in relation to BRGM Sales Agreement 170,000 170,000 Proforma Trade and Other Receivables as at 31 December 2007 272,474 272,474

c) Reconciliation of Other Current Assets

Balance as at 31 December 2007 133,665 133,665 Transfer of share issuance costs to Issued Capital on ASX listing (110,272) (110,272) Proforma Other Current Assets as at 31 December 2007 23,393 23,393

d) Reconciliation of Property, plant & equipment

Balance as at 31 December 2007 252,497 252,497 BRGM payments on 15 April 2008 & 30 June 2008 170,000 170,000 BRGM acquisition of business 807,500 807,500 Stamp duty and taxes paid in relation to BRGM assets acquired 40,800 40,800 BRGM Long Term Lease Agreement 2,082,500 2,082,500 Stamp duty and taxes in relation to Long Term Lease Agreement 28,076 28,076 Proforma Property, plant & equipment as at 31 December 2007 3,381,373 3,381,373

86 Malagasy Minerals Limited Prospectus Note 3. Notes to the Pro-forma Financial Information continued

Proforma Proforma

Minimum $10m Subscription Offer 2007 2007 $ $ e) Reconciliation of Intangible Assets

Balance as at 31 December 2007 - - 6 Acquisition of BRGM client list 170,000 170,000 Stamp duty and taxes paid in relation to BRGM client list acquired 10,200 10,200 Proforma Intangible Assets as at 31 December 2007 180,200 180,200 f) Reconciliation of Non-Current Receivables

Balance as at 31 December 2007 - - VAT recoverable in relation to BRGM Long Term Lease Agreement 510,000 510,000 Proforma Non-Current Receivables as at 31 December 2007 510,000 510,000 g) Reconciliation of Deferred Exploration and Evaluation

Balance as at 31 December 2007 340,404 340,404 Payment in relation to acquisition of Mada-Aust Sarl, on ASX listing 750,000 750,000 Proforma Deferred Exploration and Evaluation as at 31 December 2007 1,090,404 1,090,404 h) Reconciliation of Current Trade & Other Payables

Balance as at 31 December 2007 259,376 259,376

BRGM deferred consideration payment due by 31 December 2008 833,000 833,000

VAT payable on Long-Term Lease Agreement with BRGM on 31 December 2008 127,500 127,500

Proforma Current Trade & Other Payables as at 31 December 2007 1,219,876 1,219,876 i) Reconciliation of Non-Current Trade & Other Payables

Balance as at 31 December 2007 - - BRGM deferred consideration payment due by 31 March 2009 654,500 654,500 VAT payable on Long-Term Lease Agreement with BRGM on 31 March 2009 127,500 127,500 Proforma Non-Current Trade & Other Payables as at 31 December 2007 782,000 782,000 j) Reconciliation of Issued Capital

Balance as at 31 December 2007 1,470,003 1,470,003 Proceeds from Share Issue (40,000,000 shares) 8,000,000 - Share issuance costs (650,000) - Seed capital raising 330,000 330,000 Proceeds from Share Issue (50,000,000 shares) - 10,000,000 Share issuance costs - (750,000) Proforma Issued Capital as at 31 December 2007 9,150,003 11,050,003

Malagasy Minerals Limited Prospectus 87 Note 3. Notes to the Pro-forma Financial Information continued

Proforma Proforma

Minimum $10m Subscription Offer 2007 2007 Number Number

k) Reconciliation of Issued Capital - Number

6 Balance as at 31 December 2007 - Fully paid ordinary shares 26,700,003 26,700,003 - Cumulative preference shares 15,000,000 15,000,000

Share issue – fully paid ordinary shares 40,000,000 50,000,000

Conversion of preference shares issued to Madagascar Resources NL to fully paid ordinary shares on listing of the Company on the ASX: - Cumulative preference shares (10,000,000) (10,000,000) - Fully paid ordinary shares 10,000,000 10,000,000

Seed capital raising 3,300,000 3,300,000

Conversion of preference shares issued to Midas Consultancy Limited to fully paid ordinary shares on listing of the Company on the ASX: - Cumulative preference shares (5,000,000) (5,000,000) - Fully paid ordinary shares 5,000,000 5,000,000

Proforma Issued Capital (Number) as at 31 December 2007 - Fully paid ordinary shares 85,000,003 95,000,003 - Cumulative preference shares - -

88 Malagasy Minerals Limited Prospectus tenement report

7 7 08 May 2008

Directors of Malagasy Minerals Ltd (MML) Unit 7, 11 Colin Grove West Perth Western Australia, 6005

Malagasy Minerals Limited (‘MML’) intends to lodge a (b) Searches prospectus with the Australian Securities and Investments Commission under the Corporations Act so that it can Furthermore, for the purposes of the present report and undertake an initial public offer and list its shares on especially in order to attest validity and regularity of the Australian Securities Exchange. We have been the mining permits above, we have also approached requested to make all reasonable enquiries and to BCMM to obtain: establish a report on the tenements owned by MML and its subsidiaries, Mada Aust and Mazoto Minerals. (x) certificates of registration or attestation of conversion for each permit held by Mada-Aust and Mazoto Minerals. 7.1 Documents and Searches (xi) Detailed list of tenements held by Mada-Aust and Mazoto Minerals (a) Documents reviewed In addition, we have examined the following documents: For the purposes of the above, we have examined the following documents provided to us: (xii) Mining Code n° 99-022 of 19 August 1999 modified by law 2005-021 of 17 October 2005; and (i) List of tenements held by Mada-Aust and Mazoto Minerals; (xiii) Decree 2006-910 of 19 December 2006 regulating the Mining Code 99-022, which was modified by (ii) Copies of licenses held by Mada-Aust; the Law 2005-021 of 17 October 2005. (iii) Copies of licenses held by Mazoto Minerals; (xiv) Order 12032 of 6 November 2000 regulating (iv) Copies of receipts of payment of administration mining sector with regards to environmental fees for the year 2008 for Mada-Aust and Mazoto protection Minerals Sarl In such examination, we have assumed the genuineness of (v) Copy of the sublease between Exploitation all signatures and the authenticity of all documents submitted Madagascar Sarl, Mada-Aust and Magrama SA to us as originals; the conformity with the originals of all dated 19 November 2001 documents submitted to us as copies or in final form; that (vi) Copy of the sublease agreement between Mada- each of the documents is issued by the relevant person having Aust and SQNY International Sarl dated 3 the authority to do so, and have been validly authorized and November 2006; and executed and delivered by the relevant authority. We have also assumed the accuracy of all information and certifications (vii) Copy of the sublease agreement between Exploitation Madagascar, Mada-Aust and Euromad contained in any such documents. Minière Sarl dated 17 November 2005. Based upon such examination and having regard to any legal (viii) Copies of the environmental authorizations for 9 considerations as we have deemed relevant, and subject to PE and 36 PR held by Mada-Aust Sarl the additional qualifications and matters referred to below, we (ix) Copy of acknowledgement of receipts of provide hereafter (a) our opinion and comments in relation application for extension of mineral resources. to minerals rights that MML holds in Madagascar via its two subsidiaries Mada Aust Sarl and Mazoto Sarl, and (b) summary of the general mining law applicable in Madagascar.

Malagasy Minerals Limited Prospectus 89 7.2 o One (1) square from Permit E n° 19933 Mineral rights granted on 10 March 2001 to Mada-Aust Sarl and valid until 9 March 2046. (a) Description of types of tenements held by Mada-Aust and Mazoto Minerals o Three (3) squares from Permit R n° 25605 granted on 18 June 2001 to Mada-Aust Sarl Based on the certificates we obtained from BCMM and valid until 17 June 2011. on 27 August, 17 and 20 September 2007, receipt One (1) square from Permit R n° 25606 of payment of administration fees for year 2008, and o granted on 18 June 2001 to Mada-Aust Sarl detailed list of tenements we received on 2 May 2008, and valid until 17 June 2011.

(i) Mada-Aust Sarl o Nine (9) suares from Permit R n° 3432 granted 7 on 18 June 2001 to Mada-Aust Sarl and valid Mada-Aust owns seventy six (76) mining permits, until 17 June 2011. composed of sixty two seven (67) research permits (PR), nine (9) exploitation permits (PE). • Region: Maniry/Toliara, Madagascar. Further details of Mada-Aust’s tenements are contained • Mineral substances: “Labradorite”. Mada-Aust in the schedule. reserves the right to explore and exploit minerals substances other than Labradorite; (ii) Mazoto Minerals Sarl • Duration: 10 years (which will expire on 21 According to documents we examined and information November 2015), and is renewable for a new we got from MML and BCMM, we conclude that, period of 10 years, but cannot exceed the Mazoto Minerals holds thirty eight (38) mining titles validity period of the mining title. composed of seventeen (17) research permits (PR) and • Licence fees: 30 Euros plus VAT per tonne of has filed twenty one (21) applications for conversion of Labradorite extracted, with a minimum monthly AERP into research permits (PR). fee of 4.250 Euros plus VAT. According to the documents we examined and information we got from BCMM, the PR applications According to the certificate dated 17 September 2007 have been validly made. Until obtention of the PR, all delivered by BCMM, the sublease agreement with Magrama AERP converted into PR are valid. was duly registered at BCMM on 12 June 2006.

(b) Joint owners of the tenements (ii) Sublease agreement signed on 3 November 2006 with SQNY International Sarl, a Based on documents provided to us, Mada-Aust has limited liability company with a share capital of concluded the following sublease agreements 10.000.000 Ar, having its registered office at Cité des 67 ha Nord Est, Madagascar registered at the (i) Sublease agreement signed on 19 November commercial court registry under 2005B00395, 2001 with Magrama SA, a corporate company statistical number 14101200510178 and tax registered under the law of Madagascar identification number 8661813. having a registered share capital of Ariary (‘Ar’) 1.700.000.000, having its registered office at Terms and conditions of the sublease agreement Lot VO8 ter Manakambahiny, Antananarivo, are detailed as follow: Madagascar registered at the commercial court register under 2004B00262, statistical number (A) Number of squares: 7 squares 522 842 and tax identification number 105 001 771. (B) Identification of the Permits and squares: Exploitation Permits n° 25093, 25094 and Terms and conditions of the sublease agreement 25095 and Exploration Permit n° 3432: are detailed as follows: - One (1) square from Exploitation Permit • Number of squares: 21 squares. n° 25093 granted on 18 June 2001 to Mada-Aust Sarl and valid until 17 June • Identification of the Permit and squares: 2041; According to information we received, the - One (1) square from Exploitation Permit permits subject of sublease to Magrama are n° 25094 granted on 18 June 2001 to Exploitation permit n° 19932 and n° 19933 Mada-Aust Sarl and valid until 17 June and Exploration permits n° 25605 – 25606 and 2041; 3432: - Three (3) squares from Exploitation Permit n° 25095 granted on 18 June o Seven (7) squares from Permit E n° 19932 granted on 10 March 2001 to Mada-Aust Sarl 2001 to Mada-Aust Sarl and valid until and valid until 9 March 2046. 17 June 2041;

90 Malagasy Minerals Limited Prospectus - Two (2) squares from Exploration Permit (E) Duration: 5 years (which will expire on 2 n° 3432 granted on 18 June 2001 to November 2011), and renewable, but cannot Mada-Aust Sarl and valid until 17 June exceed the validity period of the mining title. 2011; (F) Licence fees: Until 3.000 Tonnes/year of (C) Region: Maniry and Ankafotia (Toliara), Labradorite is extracted, the licence fee is Madagascar. fixed at 30 Euros (VAT not included) per tonne. Over 3.000 tonnes of Labradorite (D) Mineral substances: “Labradorite”. Mada- is extracted per year, then 17,14 Euros plus Aust reserves the right to explore and exploit VAT per tonne is applicable. In any case, a minerals substances other than Labradorite. minimum monthly fee of 4.250 Euros plus (E) Duration: 5 years (which will expire on VAT is payable. 2 November 2011), and renewable, but 7 cannot exceed the validity period of the The sublease agreement with Euromad mining title. Minière has not been registered at BCMM.

(F) Licence fees: Until 3.000 tonnes/year of According to article 63 of mining code, in the absence Labradorite extracted, the licence fee is fixed of such notification Mada Aust Sarl is the only holder at 30 Euros (VAT not included) per tonne and and operator of the mining title, towards BCMM. 17,14 Euros plus VAT per tonne, for surplus. Sublessee has only obligations towards Mada Aust. In any case, a minimum monthly fee of In any case, the non registration of the sublease does 4.250 Euros plus VAT is payable. not affect the validity of the agreement, nor the right of Mada-Aust Sarl on the mining title. The sublease agreement with SQNY International has not been registered at BCMM. In addition, based on the provisions of the sublease agreements concluded by Mada-Aust as mentioned (iii) Sublease agreement signed on 17 November above, Magrama SA or SQNY International Sarl or 2005 with Euromad Minière Sarl, a limited Euromad Minière Sarl, has the right of first refusal liability company with a share capital of if Mada-Aust decides to sell the mining titles which 20.000.000 Ar, having its registered office at Rue constitute the object of the sublease. In that case, de l’Eglise Khodja, 601 Toliara 1, Madagascar, Mada-Aust must notify the interested party at least one registered at the commercial court register under (1) month before the execution of the transfer for the 2005B0009, statistical number 610381 and tax purposes of making an offer. identification number 6014936. (c) Terms and conditions attaching to any Terms and conditions of the sublease agreement tenements are detailed as follow: (A) Number of squares: 6 squares (xv) Pursuant to the provision of article 22 of the Mining Code, Exclusive Authorization of (B) Identification of the Permits and squares: reservation of Perimeters (AERP) gives to its Exploitation permits n° 5391 – 5392, 5393, owner within 3 months from the date of issue of 5394 and 25605: such AERP: • One (1) square from Exploitation permit (A) exclusive right to prospect over the defined n° 5391 granted on 18 June 2001 and perimeters, valid until 17 June 2041; (B) right to start environmental impact study over • One (1) square from Exploitation permit the defined perimeters, and n° 5392 granted on 18 June 2001 and valid until 17 June 2041; (C) priority right to file application for research/ exploration or exploitation permit on part of • One square (1) from Exploitation permit or, the totality of the perimeters subject to the n° 5393 granted on 18 June 2001 and AERP licence. AERP licence is not renewable. valid until 17 June 2041; AERP remains valid until the application for PR • Two squares (2) from Exploitation permit is processed n° 5394 granted on 18 June 2001 and valid until 17 June 2041, and (xvi) Pursuant to the provisions of article 33 of the Mining Code, Research Permit (PR) gives to its • One square from Exploitation permit n° holder: 25605 granted on 18 June 2001 and valid until 17 June 2041 (A) exclusive right to carry out exploration (C) Region: Maniry (Fianarantsoa) and Ankafotia, activities for the authorized minerals within the Madagascar perimeters and during the period of validity of the permit for all substances mentioned in the (D) Mineral substances: “Labradorite”. Mada- permit, Aust reserves the right to explore and exploit mineral substances other than Labradorite.

Malagasy Minerals Limited Prospectus 91 (B) priority right in filing application for protected zone. Such delimitation can be extended exploitation permit on the perimeters subject per decision taken by Ministry of mining, where to the exploration permit title for the same necessary. If such extension affects an existing substances. mining title, the Holder of such mining title can claim for compensation. (xvii) Pursuant to article 37 of the Mining Code, Exploitation Permit (PE) gives to its holder: (ii) Situation of Mada-Aust Sarl and Mazoto Minerals Sarl with regards to the above (A) exclusive right to exploit authorised mineral resources and Regarding PE: All environmental impact studies proposed in relation to all PE owned by Mada- 7 (B) to continue exploration and research of such Aust have been approved by the Ministry of minerals within the perimeters during the Environment. period of validity of the permit, Regarding PR: 36 PR held by Mada- Aust Sarl (C) right to build any permanent or temporary have obtained environmental authorizations. structures and to use woods and waters Environment commitment plans process for existing and available within the perimeters, the other PR’s are in progress to be filed at the subject to prior authorization by the BCMM. This fact does not affect the validity of landowner. the permit as long as no activity is performed. In our experience, the authorization is usually Therefore, no person other than the holder can granted if the commitment plan conforms with claim any right over any valid exploitation permit the recommendations of the environmental in respect of related minerals or substances to authorities. which the permit relates. According to information delivered by the BCMM, (d) Other Ministerial consents the following mining titles held by Mada-Aust Sarl and Mazoto Minerals Sarl lie partially or fully (i) Environmental consents within sensible zones:

Pursuant to the Mining Code, prior to any partially included within sensible zone: PE 5394 prospecting and exploitation activity within the - PR 3432 - 25605 – 13827 – 16750 – 18915 – perimeters, a permit holder is required to obtain 18916 and 21062; prior approval of the environmental commitment fully included within sensible zone: PR 12834 plan (plan d’engagement environnemental or – 17388 – 21059 – 28185 – 28186 – 28198 PEE) for prospecting activities (PR) and of the – 28199 – 28200 – 28433 – 28434 – 28435 environmental impact study (Etude d’impact – 28436 – 28437 – 28438 – 28439 – 28440 environmental or EIE) for exploitation activities. – 28441 – 28442 – 28443 – 28444 – 28445 In addition, all permit holders must take – 28446 – 28447 – 28448 – 28449 – 29082 – the necessary action in order to protect the 29085 and 29757. environment and to restore any damage caused Furthermore, none of the mining titles held by by their activities. Indeed, pursuant to article 102 Mada-Aust Sarl and Mazoto Minerals Sarl lies of the Mining Code, holders of tenements must within protected zone or is likely to be declared to constitute allowances for the rehabilitation and be within a protected zone. protection of the environment.

Pursuant to the Order 4355 of 13 May 1997, (e) Restriction on accessing the land the subject when a perimeter overlies a zone presenting of the mining titles. a sensitivity or fragility with regards to human activity, such perimeter is declared by the Mining (i) Relationship with the landowner Authority as Sensible Zone.

Pursuant to Order 12032 of 6 November 2000, a According to articles 125 and 126 of the Mining prior approval for environmental impact study (EIE) Code, the holder of a permit has to inform the is required in order to conduct any prospecting concerned landowners of its right to occupy mining activity within sensible zone. portions of land required for its project, whether or not covered by the permit. The government can also decide that a perimeter is unavailable for any mining activity. Such areas The permit holder must make necessary enquiries mainly National park, natural resources reserve in order to identify the landowner the subject of are called protected zone. Pursuant to article 104 the mining titles, especially at the Fokontany of the mining law, no mining operation can be and if it is not successful at the Communes. carried on within a Protected zone . In addition, When the owner of the land is identified, the no mining activity is authorized within an area parties must convene their respective rights and of eighty (80) meters from the delimitation of the obligations under a lease agreement. In case

92 Malagasy Minerals Limited Prospectus of disputes, the litigation must be submitted to the should conclude an agreement with the holder of competent authority of the Province autonomic tenements. Indeed, the partnership has the right or the “Collectivité territoriale décentralisée” to be indemnified by the holder of tenements. (Madagascar Administrative Divisions) before Usufructuaries are persons who have the right referring the matter to the Comité Provincial to benefit from any products issued from the des mines (Mining provincial Committee). The land. Generally, usufructuaries are the same as Committee introduces a conciliation procedure in traditional occupants. order to help the parties to find an arrangement. Decision taken by this later is binding on both In case the holder of tenements and the parties. partnership of usufructuaries cannot come to an arrangement, the holder of tenements can as a If no lease agreement has been concluded last resort refer the case to the Tribunal which 7 between the landowner and the holder of mining may impose the conditions of the agreement titles, the landowner has the right to ask for between parties. the ejection of the holder of tenements subject According to information we received from MML, to payment of compensation to the holder of Mada-Aust and Mazoto are in the process of tenements, pursuant to article 326 of the Decree. identifying any usufructuaries or heirs. However, the holder of mining titles can continue the work if it is declared a public utility matter, (iv) Situation of Mada-Aust and Mazoto Minerals in allowing the Ministry in charge of mining to relation to the above engage process for compulsory purchase. All costs will be supported paid by the holder of mining The documents we got from BCMM and those license. provided to us by MML do not reveal any information concerning the existence of an As per the information we got from MML, the environmental restriction or any land dispute. perimeters covered by the mining title belong to the Malagasy state. Then, the risk related to According to information we got from Mada-Aust possible ejection is minor, if it exists. In any case, for which we have no supporting document, the as mentioned below, the Malagasy Government perimeter covered by the mining title belongs to can declare the project as public interest works the Malagasy State. Mada-Aust and Mazoto are in order to settle a dispute between a holder of in the process to lodge an application for lease mining title and a landowner, and to allow the agreement with the Malagasy State. permit holder to exercise its right under the mining As last resort, according to article 128 of the title. Mining Code, some large works of fitting out and installation can, upon request addressed by the (ii) Relationship with the traditional occupants of the Holder to the Minister in charge of Mining, be land declared as public interest works and subject to a procedure of expropriation of the landowner Pursuant to article 327 to 331 of the Mining in compliance with the provisions of Ordinance Code, the holder of tenements must come to 62-023. an arrangement with the people who may hold customary title and live actually on the site. Such people should be organized under a partnership (f) Encumbrances on the tenements (association) which should conclude an agreement Based on the certificates of registration dated 17 with the holder of tenements. Indeed, the September 2007 delivered by the BCMM, there are no partnership has the right to be indemnified by the encumbrances on the permits held by Mada-Aust and holder of tenements. Mazoto Minerals at this date.

In case the holder of tenements and the We were informed from MML that Mada-Aust Sarl partnership cannot come to an arrangement, and Mazoto Minerals Sarl did not take any new the holder of tenements can refer the case to a commitments on the permits held by each of them from Tribunal. 17 September 2007 up to date. We got information from Mada-Aust and Mazoto that the process to identify any people with Furthermore, the documents provided to us or customary title or who inhabit the land has been information we got from MML do not reveal the initiated. existence of any security or encumbrance granted on the permits held by Mada-Aust and Mazoto Minerals (iii) Relationship with native title holders, heritage or environmental restriction (g) Rent obligations on the tenements

Pursuant to article 332 to 335 of the Mining Administrative fees: Code, the holder of tenements must come to an arrangement with usufructuaries (beneficial Pursuant to the provisions of article 53 of the Mining occupants) and heirs. These later should be Code, each permit is subject to the payment of annual organized under a partnership (association), which administrative fees. The amount of administrative fees

Malagasy Minerals Limited Prospectus 93 is calculated according to rates fixed each year by Rent for occupying the land decree and the number of squares covering the mining permit. Administrative fees must be paid before 1st April The permit holder and the landowner shall determine under of each year. According to article 199 of the Mining a lease agreement the rent payable by the holder to the Code, a permit is revoked if the permit holder does not landowner. pay annual fees after notice to pay has been given by BCMM. Decision of revocation is taken by the BCMM. There are no documents provided to us related to any lease agreement concluded by Mada-Aust and Mazoto Minerals The following fees are applicable for year 2008: with the landowners. • AERP license is subject to a fixed fee of 2 000 (h) Expenditures obligations on the tenements 7 Ariary per square. • PR license is subject to an annual administrative The law does not impose an expenditure obligation fees per square as described in the table below: on the tenements. However, article 52.1 of the Mining Code provides that if there is no PR Year Amount in Ariary commencement of research work or exploitation work, the renewal of permit or conversion of permit 1 15,000 into Exploitation permit should be limited to half

2 15,000 the area of the initial permit.

3 30,000 In addition, prior to any research or exploitation 4 30,000 works, the permit holder must undertake an 5 40,000 environmental impact study. 6 40,000 (i) Restrictions affecting the tenements 7 60,000 We are not aware of any restriction affecting the 8 60,000 tenements. Permits and certificates we examined from 9 80,000 do not contain any remark or notice concerning the existence of any irregularity, dispute or other Exchange (Approx): 1 AUD = 1580 Ariary issues. • A PE license is subject to an annual administrative fee per square as described in the table below: 7.3 A brief summary and PE Year Amount in Ariary overview of Malagasy 1 45,000 mining law 2 45,000 3 65,000 (a) General comments: 4 65,000 5 85,000 (i) The Mining Code is established under the Law 6 85,000 n° 99-022 of 19 August 1999 modified by the 7 110,000 Law 2005-021 of 17 October 2005, and under its decree of application n° 2006-910 of 19 8 110,000 December 2006. from 9 130,000 (ii) All prospecting, research, exploitation, Exchange (Approx): 1 AUD = 1580 Ariary possession, transportation, transformation and commercialisation of minerals except for water According to receipts of payment delivered by the BCMM, and hydrocarbons are ruled by the Mining administrative fees for year 2008 for mining titles issued in the Code. Research and exploitation of minerals name of Mada-Aust Sarl and Mazoto Minerals Sarl have been are authorized under an appropriate permit paid. license. Research, exploitation, transformation, packaging, transportation and commercialization Furthermore, we did not find any notice from BCMM of radioactive minerals require special agreement concerning the non-payment of any administrative fees. with the Malagasy State.

Royalties (iii) For the purpose of permit license, Madagascar is divided into squares of 0,39 km² (625 m Sale of mineral products is subject to royalty at a rate of 2%. each). The Government can declare some areas According to the law, such royalty is distributed as follows: unavailable for mining activities. None of the permits held by MML via Mada-Aust and Mazoto - 0,6% as royalty for the mining authorities has been declared unavailable. - 1,4% as ristourne for Province Autonomic, the region (Fokontany) and Communes.

94 Malagasy Minerals Limited Prospectus (b) Types of mining permits (c) The right conferred to the holder of a permit.

There are 3 categories of permits available for a The holder of mining title has a right to occupy the company operator: surface of the area concerned, subject to payment of rent to be determined with the owner of the surface (i) Temporary Exploration Permits (AERP), which are areas. The parties must convene their respective rights valid for three months and are not renewable. and obligations under a lease agreement. Only surface prospecting and remote sensing are In the event that the owner of the surface areas cannot authorized. Drilling and pitting are not allowed come to an agreement with the permit holder, litigation on AERP. AERP permits are granted immediately must be referred to the competent authority of the upon application, and can be convertible to Province autonomic or the “Collectivité territoriale either Research or Exploitation permits within décentralisée” (Madagascar Administrative Divisions) 7 a three month period. Maximum surface area before referring the matter to the Comité Provincial des allowed per applicant and its affiliates is limited mines (Mining Provincial Committee), in order to find to 15,000km² corresponding to 38,400 squares. out an amicable settlement. The cost of an AERP permit is approximately 0.20 USD. AERP cannot be transferred. Two Furthermore, exploration or exploitation permit gives to companies are affiliates if they are controlled by its holder the right to build any permanent or temporary the same person or investor. structures and to use wood and water situated within the permit boundary. The permit holder has also the right Until granting of the PR, all AERP converted into to erect infrastructure inside or outside the perimeters PR remain valid. such as electrical, telecommunication installation, water (ii) Research (Exploration) Permits (PR), which allows it bores and canals, warehousing, staff accommodation, holder to: communication means of every nature including pipeline. (A) conduct exploration activities for minerals within the perimeters and during the period With the exception of environmental impact study of validity of the permit for all substances and environmental management plan which are mentioned in the permit; prerequisites for the initiation of exploration or exploitation activities, these conditions of use may be (B) have a priority right in filing application for considered as ordinary course of business obligations exploitation permit on the perimeters subject to be complied with as, when applicable, to the permit to conduct exclusive prospecting work on the holder. area covered by the permit. According to the provisions of article 30 of the mining The PR permit does not allow its holder to code, in case the holder of permits finds indications commercialize products extracted from the premises of other mineral substances that are not authorized by during the prospecting work. the mining title, the holder can file an application for exploration/exploitation of other mineral substances The initial term of a PR is for five (5) years renewable at the BCMM. The right to explore/exploit the other for two (2) periods of three (3) years each. The mineral substances should be legitimately granted to maximum number of squares that an applicant and the holder, subject to environmental authorization, its affiliates can ask for under PR is limited to 25,600 where necessary. squares. No additional environmental authorization is required if PR permit is a movable asset, which can be transferred, the new mineral substances, the subject of the extension leased or used as security. of right, are in the same nature of the previous authorized minerals, unless it is required to modify the (iii) Exploitation Permit (PE) which gives a holder an initial works plan. exclusive right to exploit authorised minerals and to continue exploration and research of such Furthermore, in case the new mineral substances are minerals inside the perimeters during the period radioactive, the Holder must comply with the provisions of validity of the permit. No other person than of article 8 of the mining code, which provides that the holder can claim any right over any valid a specific agreement with the Malagasy State is exploitation permit in respect of related minerals required in case of research, exploration, exploitation, or substances to which the permit relates. PE transportation, commercialisation of radioactive permits are valid for 40 years and renewable for mineral substances. Extension of mineral substances a period of 20 years. The number of squares, is confirmed and registered as an amendment of the which can be granted to a holder and its affiliates initial title. is limited to 2560 squares. An Exploitation Permit allows its holder to commercialise product The extension of minerals implies modification of the extracted from the premises. mining title. Such modification is subject to payment of complementary fees determined by decision of the Minister of mining. The applicable fee for year 2007 PE permit is an immovable asset, which can be according to Order n° 10907/2007 of 4 July 2007 transferred, leased or mortgaged. is 5.000 A per operation plus 100 Ar per square.

Malagasy Minerals Limited Prospectus 95 Mining authority told us that fees applicable for year 7.4 2008 are not yet determined. The extension of mineral Confirmation that Fidafrica substances is confirmed and registered by the BCMM has prepared its report as after the payment of complementary fees. The mention of the additional mineral substances is recorded as an an independent expert amendment in the existing mining title. The law does not provide any limitation in the number of mineral substances that can be covered by a mining title. Fidafrica Madagascar confirms that we have prepared this report as an independent expert. Mada-Aust Sarl has filed applications for extension of minerals on 18 January 2008, and obtained new This opinion has been prepared for inclusion in a prospectus mining titles accordingly, save three (3) PR mining titles to be lodged by MML dated on or about 29 January 2008. 7 (PR 29020– 21059 – 21062) which lie within sensible zone and the PR 26341 in process to be transferred to This opinion is limited to Malagasy Law of general application Mazoto. as at the date of this opinion and is given on the basis that it will be governed by and construed in accordance with the (d) Obligations of the holder laws of Madagascar. We have made no investigation of, and do not express or imply any views on, the laws of any country Before starting any activity, the holder of a permit must other than Madagascar. contact the administrative authorities in charge of the areas covered by the permit. Without such formalities, the Administrative Authorities cannot arbitrate any litigation between the holder and the landowner where necessary. To our understanding, MML has yet Best regards, to observe such formalities. MML should do this for all mining title even if Mada Aust is already known by the Administrative authorities. Any prospecting and exploitation activity within the perimeters must be subject to prior environmental impact study prepared and agreed according to the applicable Dominique Taty law in Madagascar. All permit holders must take the Partner necessary action in order to protect the environment and to restore any damages caused by their activities.

As mentioned above, the environmental commitment plans process as required by law for Research Permit has been launched and in progress. For PR’s within ‘sensible zones’, MML should carry out an Andriamisa RAVELOMANANA environmental impact study. In addition, environmental Senior Manager impact studies in relation to the Exploitation Permit owned by Mada-Aust have been approved by the Ministry of environment. For and on behalf of Fidafrica Madagascar Member of PricewaterhouseCoopers (e) Failure

A Mining title can be terminated if the holder fails to pay the annual administrative fees. Such a holder cannot apply for new permit during five years following such failure.

Late payment of royalties is subject to interest currently at the rate of 2%.

In addition, the permit can be suspended in case of non-respect of an important obligation of the holder.

96 Malagasy Minerals Limited Prospectus Title Holder Permit Appl’n Grant Expiry Term Project Minerals Total Tenement Note Number Type Date Date Date Name currently Area Fees 2008 under title (km2) $A

Totals: 6328,406 242 614 Ni, Cu, Co, 4 Ampanihy - Labradorite, 3432 MDA PR NA 18/06/01 17/06/11 10 725,000 70 481 9 Central (Big ‘S’) Cr, Fe, Mn, Pt, Pd, Rh, Au, Ag 10 Ni, Cu, Co, Ampanihy - Labradorite, 5391 MDA PE NA 18/06/2001 17/06/2041 40 6,250 1 114 10 Ianapera Cr, Fe, Mn, Pt, Pd, Rh, Au, Ag Ni, Cu, Co, 7 Ampanihy - Labradorite, 5392 MDA PE NA 18/06/2001 17/06/2041 40 6,250 1 114 10 Ianapera Cr, Fe, Mn, Pt, Pd, Rh, Au, Ag Ni, Cu, Co, Ampanihy - Labradorite, 5393 MDA PE NA 18/06/2001 17/06/2041 40 6,250 1 114 10 Ianapera Cr, Fe, Mn, Pt, Pd, Rh, Au, Ag Ni, Cu, Au, Ampanihy - Co, Cr, Fe, 13064 MDA PR NA 04/02/2005 03/02/2015 10 18,750 911 Ianapera Mn, Pt, Pd, Rh, Ag, Zn. Ni, Cu, Au, Ampanihy - Cr, Co, Fe, 13827 MDA PR NA 14/03/2005 13/03/2015 10 112,500 5 468 Ianapera Mn, Pt, Pd, Rh, Ag, Zn. Ni, Cu, Au, Cr, Ampanihy - 13882 MDA PR NA 14/03/2005 13/03/2015 10 Co, Fe, Mn, Pt, 6,250 304 Ianapera Pd, Rh, Ag, Zn.

Ni, Cu, Au, Cr, 14614 MDA PR NA 26/01/2005 25/01/2015 10 Toliara Co, Fe, Mn, Pt, 25,000 1 215 Pd, Rh, Ag, Zn.

Ni, Cu, Au, Cr, Ampanihy - 14618 MDA PR NA 26/01/2005 25/01/2015 10 Co, Fe, Mn, Pt, 12,500 608 Ianapera Pd, Rh, Ag, Zn.

Ni, Cu, Au, Cr, Ampanihy - 14620 MDA PR NA 26/01/2005 25/01/2015 10 Co, Fe, Mn, Pt, 18,750 911 Ianapera Pd, Rh, Ag, Zn.

Ni, Cu, Au, Cr, Ampanihy - 14622 MDA PR NA 26/01/2005 25/01/2015 10 Co, Fe, Mn, Pt, 25,000 1 215 Ianapera Pd, Rh, Ag, Zn.

Ni, Cu, Au, Cr, Ampanihy - 14623 MDA PR NA 26/01/2005 25/01/2015 10 Co, Fe, Mn, Pt, 56,250 2 734 Ianapera Pd, Rh, Ag, Zn. Ni, Cu, Co, Ampanihy - Cr, Fe, Mn, 16746 MDA PR NA 09/09/2005 08/09/2015 10 31,250 1 519 Ianapera Pt, Pd, Rh, Ag, Au, Zn. Ni, Cu, Co, Ampanihy - Cr, Fe, Mn, 16748 MDA PR NA 09/09/2005 08/09/2015 10 25,000 1 215 Ianapera Pt, Pd, Rh, Ag, Au, Zn. Ni, Cu, Au, Cr, Ampanihy - 19851 MDA PR NA 04/02/2005 03/02/2015 10 Co, Fe, Mn, Pt, 12,500 608 Ianapera Pd, Rh, Ag, Zn. Ni, Cu, Au, Ampanihy - Cr, Fe, Mn, Pt, 19934 MDA PR NA 26/01/2005 25/01/2015 10 6,250 304 Ianapera Pd, Rh, Ag, Zn, Co. Ni, Cu, Au, Ampanihy - Cr, Fe, Mn, Pt, 19935 MDA PR NA 26/01/2005 25/01/2015 10 6,250 304 Ianapera Pd, Rh, Ag, Zn, Co. Ni, Cu, Co, Ampanihy - Labradorite, 25093 MDA PE NA 18/06/2001 17/06/2041 40 6,250 1 114 3 Ianapera Cr, Fe, Mn, Pt, Pd, Rh, Au, Ag Ni, Cu, Co, Ampanihy - Labradorite, 25094 MDA PE NA 18/06/2001 17/06/2041 40 6,250 1 114 3 Ianapera Cr, Fe, Mn, Pt, Pd, Rh, Au, Ag

Malagasy Minerals Limited Prospectus 97 Title Holder Permit Appl’n Grant Expiry Term Project Minerals Total Tenement Note Number Type Date Date Date Name currently Area Fees 2008 under title (km2) $A

Ni, Cu, Co, Ampanihy - Labradorite, 5394 MDA PE NA 18/06/2001 17/06/2041 40 18,750 3 342 11 Maniry Cr, Fe, Mn, Pt, Pd, Rh, Au, Ag Ni, Cu, Au, Cr, Ampanihy - 13089 MDA PR NA 04/02/2005 03/02/2015 10 Co, Fe, Mn, Pt, 18,750 911 Maniry Pd, Rh, Ag, Zn Ni, Cu, Au, Cr, Ampanihy - Co, Fe, Mn, 13811 MDA PR NA 14/03/2005 13/03/2015 10 18,750 911 7 Maniry Pt, Pd, Rh, Ag, Zn. Ni, Cu, Au, Cr, Ampanihy - 13812 MDA PR NA 14/03/2005 13/03/2015 10 Co, Fe, Mn, Pt, 37,500 1 823 Maniry Pd, Rh, Ag, Zn

Ni, Cu, Au, Cr, Ampanihy - 13831 MDA PR NA 14/03/2005 13/03/2015 10 Co, Fe, Mn, Pt, 12,500 608 Maniry Pd, Rh, Ag, Zn.

Ni, Cu, Au, Cr, Ampanihy - 13832 MDA PR NA 14/03/2005 13/03/2015 10 Co, Fe, Mn, Pt, 6,250 304 Maniry Pd, Rh, Ag, Zn.

Ni, Cu, Au, Cr, Ampanihy - 13877 MDA PR NA 14/03/2005 13/03/2015 10 Co, Fe, Mn, Pt, 6,250 304 Maniry Pd, Rh, Ag, Zn.

Ni, Cu, Au, Cr, Ampanihy - 14619 MDA PR NA 26/01/2005 25/01/2015 10 Co, Fe, Mn, Pt, 6,250 304 Maniry Pd, Rh, Ag, Zn. Ni, Cu, Co, Ampanihy - Cr, Fe, Mn, 16747 MDA PR NA 09/09/2005 08/09/2015 10 18,750 911 Maniry Pt, Pd, Rh, Ag, Au, Zn. Ni, Cu, Co, Ampanihy - Cr, Fe, Mn, 16749 MDA PR NA 09/09/2005 08/09/2015 10 6,250 304 Maniry Pt, Pd, Rh, Ag, Au, Zn. Ni, Cu, Co, Ampanihy - Cr, Fe, Mn, 16750 MDA PR NA 09/09/2005 08/09/2015 10 31,250 1 519 Maniry Pt, Pd, Rh, Ag, Au, Zn. Ni, Cu, Co , Ampanihy - Cr, Fe, Mn, 16753 MDA PR NA 09/09/2005 08/09/2015 10 18,750 911 Maniry Pt, Pd, Rh, Ag, Au, Zn. Ni, Cu, Co , Ampanihy - Cr, Fe, Mn, 19003 MDA PR NA 23/02/2006 22/02/2016 10 6,250 152 Maniry Pt, Pd, Rh, Ag, Au, Zn. Ampanihy - Ni, Cu, Co, 19932 MDA PE NA 10/03/2006 09/03/2046 40 43,750 3 190 8 Maniry Labradorite

Ampanihy - Ni, Cu, Co, 19933 MDA PE NA 10/03/2006 09/03/2046 40 6,250 456 6 Maniry Labradorite Ni, Cu, Au, Ampanihy - Cr, Fe, Mn, Pt, 19936 MDA PR NA 04/02/2005 03/02/2015 10 12,500 608 Maniry Pd, Rh, Ag, Zn, Co. Ampanihy - 12, 21059 MDA PR 06/07/2006 14/09/2007 13/09/2012 5 Ni, Cu, Co 6,250 152 Maniry 2 Ni, Cu, Co, Cr, Ampanihy - 21060 MDA PR 05/12/2005 30/10/2006 29/10/2011 5 Fe, Mn, Pt, Pd, 6,250 152 Maniry Rh, Ag, Zn, Au

Ni, Cu, Co, Cr, Ampanihy - 21061 MDA PR NA 30/10/2006 29/10/2011 5 Fe, Mn, Pt, Pd, 6,250 152 Maniry Rh, Ag, Zn, Au

Ni, Cu, Co, Cr, Ampanihy - 21063 MDA PR NA 30/10/2006 29/10/2011 5 Fe, Mn, Pt, Pd, 12,500 304 Maniry Rh, Ag, Au, Zn

Ni, Cu, Co, Cr, Ampanihy - 21064 MDA PR NA 30/10/2006 29/10/2011 5 Fe, Mn, Pt, Pd, 6,250 152 Maniry Rh, Ag, Au

98 Malagasy Minerals Limited Prospectus Title Holder Permit Appl’n Grant Expiry Term Project Minerals Total Tenement Note Number Type Date Date Date Name currently Area Fees 2008 under title (km2) $A

Ni, Cu, Co, Ampanihy - Labradorite, 25095 MDA PE NA 18/06/2001 17/06/2041 40 18,750 3 342 5 Maniry Cr, Fe, Mn, Pt, Pd, Rh, Au, Ag, Ni, Cu, Co, Ampanihy - Labradorite, 10 25605 MDA PR NA 18/06/2001 17/06/2011 10 31,250 3 038 Maniry Cr, Fe, Mn, Pt, 7 Pd, Rh, Au, Ag Ni, Cu, Co, Ampanihy - Labradorite, 25606 MDA PR NA 18/06/2001 17/06/2011 10 6,250 608 6 Maniry Cr, Fe, Mn, Pt, 7 Pd, Rh, Au, Ag 2 21062 MDA PR 06/07/2006 03/10/2007 02/10/2012 5 Ampanihy-Maniry Ni, Cu, Co, 12,500 304 13 Ni, Cu, Labradorite, 24864 MDA PR 10/05/2007 08/05/2007 07/05/2012 5 Ampanihy-Maniry Cr, Fe, Mn, 18,750 456 Pt, Pd, Rh, Ag, Co, Au Ni, Cu, Co, Cr, 28340 MZT PR 06/09/2007 08/01/2008 07/01/2013 5 Ampanihy-Maniry Fe, Mn, Pt, Pd, 62,500 1 519 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28341 MZT PR 06/09/2007 08/01/08 07/01/2013 5 Ampanihy-Maniry Fe, Mn, Pt, Pd, 6,250 152 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28345 MZT PR 06/09/2007 08/01/08 07/01/2013 5 Ampanihy-Maniry Fe, Mn, Pt, Pd, 18,750 456 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28346 MZT PR 06/09/2007 08/01/08 07/01/2013 5 Ampanihy-Maniry Fe, Mn, Pt, Pd, 6,250 152 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28347 MZT PR 06/09/2007 08/01/08 07/01/2013 5 Ampanihy-Maniry Fe, Mn, Pt, Pd, 43,750 1 063 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28348 MZT PR 06/09/2007 08/01/08 07/01/2013 5 Ampanihy-Maniry Fe, Mn, Pt, Pd, 6,250 152 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28349 MZT PR 06/09/2007 08/01/08 07/01/2013 5 Ampanihy-Maniry Fe, Mn, Pt, Pd, 6,250 152 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28350 MZT PR 06/09/2007 08/01/08 07/01/2013 5 Ampanihy-Maniry Fe, Mn, Pt, Pd, 12,500 304 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28351 MZT PR 06/09/2007 08/01/08 07/01/2013 5 Ampanihy-Maniry Fe, Mn, Pt, Pd, 43,750 1 063 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28352 MZT PR 06/09/2007 08/01/08 07/01/2013 5 Ampanihy-Maniry Fe, Mn, Pt, Pd, 37,500 911 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28353 MZT PR 06/09/2007 08/01/08 07/01/2013 5 Ampanihy-Maniry Fe, Mn, Pt, Pd, 37,500 911 Rh, Au, Ag, Zn

Anjeba Cu, Co, Ni, 18915 MDA PR NA 10/03/2006 09/03/2016 10 (Antinimora/ Fe, Mn, Ag, 43,750 1 063 Jafaro) Au, Zn.

Anjeba Cu, Co, Ni, 18916 MDA PR NA 23/02/2006 22/02/2016 10 (Antinimora/ Fe, Mn, Ag, 12,500 304 Jafaro) Au, Zn.

Ni, Cu, Cr, Co, Bekisopa 13507 MDA PR NA 04/02/2005 03/02/2015 10 Fe, Mn, Pt, Pd, 31,250 1 519 (Soatanimbary) Rh, Au, Ag, Zn

Ni, Co, Cr, Cu, Bekisopa 15778 MDA PR NA 20/07/2005 19/07/2015 10 Fe, Mn, Pt, Pd, 56,250 2 734 (Soatanimbary) Rh, Au, Ag, Zn

12834 MDA PR NA 01/03/2005 28/02/2015 10 Majunga Ilménite 25,000 1 215 2

Malagasy Minerals Limited Prospectus 99 Title Holder Permit Appl’n Grant Expiry Term Project Minerals Total Tenement Note Number Type Date Date Date Name currently Area Fees 2008 under title (km2) $A

Ni, Cu, Co, Cr, 28130 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 337,000 8 190 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28131 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 412,500 10 025 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28181 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 50,000 1 215 7 Rh, Au, Ag, Zn Ni, Cu, Co, Cr, 28182 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 31,250 759 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28183 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28184 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 18,750 456 Rh, Au, Ag, Zn

AERP N/A 25/05/2007 12/10/2007 Ni, Cu, Co, Cr, 28185 MDA 5 Mananjary Reg. Fe, Mn, Pt, Pd, 12,500 304 1 PR 24/08/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 25/05/2007 12/10/2007 5 Ni, Cu, Co, Cr, 28186 MDA Mananjary Reg. Fe, Mn, Pt, Pd, 18,750 456 1 PR 24/08/2007 N/A N/A Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28188 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 75,000 1 823 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28191 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 150,000 3 646 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28192 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 112,500 2 734 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28193 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28194 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 25,000 608 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28195 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28196 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 43,750 1 063 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28197 MDA PR 24/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 Rh, Au, Ag, Zn

AERP N/A 25/05/2007 12/10/2007 Ni, Cu, Co, Cr, 28198 MDA 5 Mananjary Reg. Fe, Mn, Pt, Pd, 118,750 2 886 1 PR 24/08/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 25/05/2007 12/10/2007 Ni, Cu, Co, Cr, 28199 MDA 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 24/08/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 25/05/2007 12/10/2007 Ni, Cu, Co, Cr, 28200 MDA 5 Mananjary Reg. Fe, Mn, Pt, Pd, 18,750 456 1 PR 24/08/2007 N/A N/A Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28359 MDA PR 31/08/2007 26/10/2007 25/10/2012 5 Mananjary Reg. Fe, Mn, Pt, Pd, 25,000 608 Rh, Au, Ag, Zn

100 Malagasy Minerals Limited Prospectus Title Holder Permit Appl’n Grant Expiry Term Project Minerals Total Tenement Note Number Type Date Date Date Name currently Area Fees 2008 under title (km2) $A

Ni, Cu, Co, Cr, 28427 MZT PR 13/09/2007 21/01/08 20/01/2013 5 Mananjary Reg. Fe, Mn, Pt, Pd, 81,250 1 975 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28428 MZT PR 13/09/2007 21/01/08 20/01/2013 5 Mananjary Reg. Fe, Mn, Pt, Pd, 43,750 1 063 Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 28429 MZT PR 13/09/2007 21/01/08 20/01/2013 5 Mananjary Reg. Fe, Mn, Pt, Pd, 18,750 456 Rh, Au, Ag, Zn 7 Ni, Cu, Co, Cr, 28430 MZT PR 13/09/2007 21/01/08 20/01/2013 5 Mananjary Reg. Fe, Mn, Pt, Pd, 191,406 4 652 Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28433 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 31,250 759 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28434 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 12,500 304 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28435 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28436 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28437 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 25,000 608 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28438 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28439 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28440 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28441 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28442 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28443 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28444 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 18,750 456 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28445 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 18,750 456 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

Malagasy Minerals Limited Prospectus 101 Title Holder Permit Appl’n Grant Expiry Term Project Minerals Total Tenement Note Number Type Date Date Date Name currently Area Fees 2008 under title (km2) $A

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28446 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28447 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

7 AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28448 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 NYG NYG Rh, Au, Ag, Zn

AERP N/A 14/06/2007 02/11/2007 Ni, Cu, Co, Cr, 28449 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

Ni, Cu, Co, Cr, 2 26341 MZT PR 18/05/2007 11/07/2007 10/07/2012 5 Satrokala 412,500 10 025 Fe, Pt, Pd, Au 15

Cu, Au, Ni, Co, Cr, Fe, 13063 MDA PR NA 04/02/2005 03/02/2015 10 Vohibory 131,250 6 380 Mn, Pt, Pd, Rh, Ag, Zn. Coal Cu, Au, Ni, Cr, Co, Fe, Mn, Pt, 13508 MDA PR NA 04/02/2005 03/02/2015 10 Vohibory 6,250 304 Pd, Rh, Ag, Zn. Coal Ni, Cu, Au, Cr, Co, Fe, Mn, Pt, 13829 MDA PR NA 14/03/2005 13/03/2015 10 Vohibory 12,500 608 Pd, Rh, Ag, Zn. Coal Ampanihy - 2 29020 MDA PR 19/07/2007 26/10/2007 25/10/2012 5 Co - Cu - Ni 12,500 304 Maniry 14

Ni, Cu, Co, Cr, 29756 MZT PR 13/09/2007 21/01/08 20/01/2013 5 Mananjary Reg. Fe, Mn, Pt, Pd, 1612,500 39 190 Rh, Au, Ag, Zn

AERP N/A 14/06/2007 03/11/2007 Ni, Cu, Co, Cr, 29757 MZT 5 Mananjary Reg. Fe, Mn, Pt, Pd, 6,250 152 1 PR 13/09/2007 N/A N/A Rh, Au, Ag, Zn

17388 MDA PR N/A 28/07/2005 27/07/2015 10 Ankililoaka Illménite 18,750 911 2

Cu, Fe, Mn, 24873 MDA PR N/A 08/05/2007 07/05/2012 5 Miadakafeno 12,500 304 Au, Ag, Zn.

AERP N/A 30/07/2007 18/12/2007 Ni, Cu, Co, 29082 MZT 5 Tranomaro Fe, Mn, Ag, 87,500 2 127 1 PR 29/10/2007 N/A N/A Zn, Au

AERP N/A 30/07/2007 18/12/2007 Ni, Cu, Co, 29084 MZT 5 Tranomaro Fe, Mn, Ag, 6,250 152 1 PR 29/10/2007 N/A N/A Zn, Au

AERP N/A 30/07/2007 18/12/2007 Ni, Cu, Co, 29085 MZT 5 Tranomaro Fe, Mn, Ag, 56,250 1 367 1 PR 29/10/2007 N/A N/A Zn, Au

102 Malagasy Minerals Limited Prospectus Notes Glossary 1. AERP is valid until PR is obtained. AERP has the meaning in section 1.2(c)(i) of this report. 2. New mining title not yet available. Ariary means the currency of Madagascar. 3. According to the contract with SQNY International dated on 03/11/06, Right of Exploration/ Exploitation of Labradorite on 1 BCMM means the Malagasy Cadastral Survey Office or “Bureau square was granted to SQNY International for 5 Years from the des Cadastres Miniers de Madagascar. date of contract. Not registered at BCMM. Exploitation Permits (PE) has the meaning in section 1.2(c)(iii) of this 4. According to the contract with SQNY International dated on report. 03/11/06, Right of Exploitation of Labradorite on 2 squares was granted to SQNY International for 5 Years from the date of Mada-Aust or MDA means Mada-Aust Sarl, a wholly owned contract. Not registered at BCMM. subsidiary of MML, registered in Madagascar. 7 5. According to the contract with SQNY International dated 03/11/06, Right of Exploration/ Exploitation of Labradorite on 3 Mazoto Minerals or MZT means Mazoto Minerals Sarl, a wholly squares were granted to SQNY International for 5 Years from the owned subsidiary of MML, registered in Madagascar. date of contract. Not registered at BCMM. Mining Code means the mining code° 99-022 of 19 August 1999 6. According to the contract with MAGRAMA dated on modified by law 2005-021 of 17 October 2005; 21/11/2005, Right of Exploration/ Exploitation of Labradorite on 1 square was granted to MAGRAMA for 10 Years from the date MML means Malagasy Minerals Limited. of contract. Registered at BCMM. Research Permits (PR) has the meaning in section 1.2(c)(ii) of this 7. According to the contract with MAGRAMA dated on report. 21/11/2005, Right of Exploration/ Exploitation of Labradorite 3 squares were granted to MAGRAMA for 10 years from the date of Cu means Copper contract. Registered at BCMM. 8. According to the contract with MAGRAMA dated on Fe means Iron 21/11/2005, Right of Exploration/ Exploitation of Labradorite on Mn means Manganese 7 squares were granted to MAGRAMA for 10 Years from the date of contract. Registered at BCMM. Au means Gold 9. According to the contract with MAGRAMA dated on 21/11/05, Ag means Silver Right of Exploitation of Labradorite on 13 squares was granted to MAGRAMA for 10 Years from the date of contract Zn means Zinc 10. According to the contract with EUROMAD dated on 17/11/05, U means Uranium Right of Exploration/ Exploitation of Labradorite on 1 square was granted to EUROMAD for 10 Years from the date of contract. Th means Thorium Not registered at BCMM. Ta means Tantalum 11. According to the contract with EUROMAD dated on 17/11/05, Nb means Niobium Right of Exploration/ Exploitation of Labradorite on 2 squares was granted to EUROMAD for 10 Years from the date of contract. Not Sc means Scandium registered at BCMM. Ni means Nickel 12. Extension on substances has been applied for Cr, Co, Fe, Mn, Pt, Pd, Rh, Ag, Zn. Pt means Platinum 13. Extension on substances has been applied for Pd means Palladium Cr, Fe, Mn, Pt, Pd, Rh, Ag, Zn, Au. Rh means Rhodium, and 14. Extension on substances has been applied for: Cr, Fe, Mn, Au, Ag, Zn, Ta, Nb, Sc. Co means Cobalt 15. Extension on substances has been applied for Mn, Rh, Ag, Zn

Malagasy Minerals Limited Prospectus 103 material contracts summary

8.1 other amounts outstanding in respect of the balance of Share Sale Agreement the purchase price of MDA shares; On or about 4 April 2007, the Company (as purchaser) (c) MRNL will assume repayment of any loan owed by entered into a share sale agreement with MRNL (as vendor), MML to MRNL or any other amounts still outstanding Jules Le Clezio, Guy Le Clezio, Peter Woods and Graeme in respect of the balance of the purchase price for the Boden (as covenantors) to purchase all of MRNL’s shares in MDA shares issued to MML; and MDA, a company registered in Madagascar, as amended on 9 November 2007 and 14 March 2008 (“Share Sale (d) MML and MRNL will do all things necessary to effect Agreement”). the transfer of the MDA shares and register MRNL as the legal and beneficial owner of them. MRNL shall transfer all of its shares held in MDA to MML for 8 the consideration of 10,000,000 preference shares in MML If the 10,000,000 preference shares are to be cancelled then which will convert to Shares on the Company being admitted MRNL and the Company agree to do all that is necessary to to the Official List. procure the passing of any such shareholder resolutions that maybe required for MML to cancel the preference shares for After completion, the Company shall: no return of capital by way of selective reduction of capital. (a) procure repayment of the loan to MRNL by applying 70% of any royalty (in Section 8.7) received by MDA. 8.2 Escrow Agreement However, if the amount of the MDA royalties are MRNL (as vendor) entered into an escrow agreement with the insufficient to repay MRNL all of the outstanding loan Company (as purchaser) and Blakiston & Crabb (as escrow then MRNL shall have no further recourse against the agent) dated 27 April 2007 and amended on 21 January Company in respect of the loan; and 2008 and 20 March 2008 (“Escrow Agreement”). (b) pay to MRNL $750,000 within 30 days of MML’s listing on ASX and on payment of the outstanding amount The Escrow Agreement relates to the issue of shares in the of the MRNL loan, pay to MRNL an amount equal to Company to MRNL as consideration for the transfer of MRNL’s up to 70% of the royalty payments payable to MDA shares in MDA. until the amount of $1,450,000 (net of the MRNL Under the Escrow Agreement, the parties appointed Blakiston loan) has been repaid. However, if the amount of the & Crabb (a law firm), as escrow agent, to hold a signed MDA royalties are insufficient to repay MRNL all of the transfer form assigning the MDA shares to the Company, $1,450,000 then MRNL shall have no further recourse subject to completion of all of the purchaser’s obligations against the Company in respect of that amount. required to be completed under the Share Sale Agreement.

The Share Sale Agreement contains a non-competition clause The transfer will be released to the Company if it is admitted preventing the covenantors being involved in a business to the Official List by 31 July 2008 and has paid $750,000 to relating to the conduct of mineral exploration and mining MRNL within 30 days of Official Listing. The transfer will be activities for any minerals (except the mining and extraction of returned to MRNL if these conditions are not satisfied. limestone and the provision of project management services to third parties relating to the development of infrastructure). The restraint area is Madagascar except an area comprising 8.3 Business Sale Agreement a 75 kilometre radius from the centre of the town of Toliara, Mining Services, a wholly owned subsidiary of MML, has Madagascar. The restraint does not apply to tenements held entered into a sales agreement with BRGM dated 13 by MRNL at the time of executing the Share Sale Agreement. December 2007 as amended on 14 March 2008 (“Business The Share Sale Agreement includes standard warranties Sale Agreement”) to purchase BRGM’s drilling business not inconsistent with an agreement of this kind, including and geotechnical assay laboratory business in Antananarivo, warranties regarding the assets and liabilities of MDA and the Madagascar (“Business”). MML has guaranteed the standing of the Tenements. performance of Mining Services’ obligations under the Business Sale Agreement. The maximum liability of MRNL is $2,200,000. To make a claim the aggregate of any claim must exceed $100,000. The purchase price for the Business is 500,000 Euros The Company must notify MRNL of any claim within 12 (excluding taxes) comprising 25,000 Euros payable on months from the completion and the Company is required to execution of the Business Sale Agreement, 12,500 Euros prosecute any claim within 24 months thereafter. payable by 15 April 2008, 12,500 Euros payable by 30 June 2008, 325,000 Euros payable by 31 July 2008, 115,000 If the Company has not been admitted to the Official List by Euros payable by 31 December 2008 and 10,000 Euros 31 July 2008 (or such later date that is mutually agreed) then payable by 31 March 2009 (“Purchase Price”). the following shall apply: The Purchase Price includes 100,000 Euros for intangible (a) within 10 business days the Company must sell and property such as clientele, 200,000 Euros for materials and MRNL must buy all of the Company’s MDA’s shares; commercial furniture and 200,000 Euros for existing stock.

(b) consideration will be the cancellation of the The Business includes the clientele of the Business, commercial 10,000,000 preference shares and MRNL’s forgiveness furniture and materials, certain materials and equipment of the cash consideration of $2,200,000 (including the described in the Business Sale Agreement, utilities and amounts of the loan owing from MDA to MRNL) or any structures and installations.

104 Malagasy Minerals Limited Prospectus Mining Services takes title to and possession of the Business under the Business Sale Agreement and the Long Term Lease, on the “Effective Date”, being the date that the Conditions as compensation. Precedent are satisfied (“Effective Date”). Any disputes in relation to the Business Sale Agreement shall The Business Sale Agreement is subject to and conditional be referred to the jurisdiction of the Court of Antananarivo, upon Official Quotation, payment of the 325,000 Euro Madagascar. portion of the Purchase Price to the escrow agent, payment by St Denis of 675,000 Euros in accordance with the Long The Company guarantees Mining Services’ obligations Term Lease, simultaneous payment by Mining Services of of the performance and observance of the Business Sale any taxes payable on the whole of the Purchase Price and Agreement, including but not limited to the payment of all simultaneous payment by Saint Denis of any taxes payable monies reserved by the Business Sale Agreement and payable on the Rent under the Long Term Lease by 31 July 2008 by Mining Services. (“Conditions Precedent”). 138 The Business Sale Agreement contains a clause requiring Mining Services undertakes to accept the Business sold in its strict compliance with deadlines. current state, pay all taxes and levies on the Business, deal with all insurance policies taken out by BRGM regarding The French version of the Sale Agreement prevails. the Business so as to avoid any claim against BRGM and to insure against fire, take over all work contracts to which 8.4 Long Term Lease BRGM has subscribed and which have not been terminated and subscribe to all utilities to which BRGM has subscribed Agreement and to pay all premiums by the due date for payment. Saint Denis has entered into a lease agreement with BRGM BRGM undertakes to carry out and manage the Business’ in respect of two properties in Madagascar (“Long Term activities in normal conditions and not to cause any prejudice Lease”) dated 13 December 2007 as amended on 14 to any part of the Business (including clientele, materials and March 2008. The land the subject of the Long Term Lease the equipment, commercial movables, utilities and structures, covers an area of approximately 20,000 square metres and installations) until the Effective Date. is the land upon which BRGM operates its business, the subject of the Business Sale Agreement (“Land”). BRGM is restrained from re-establishing or setting up, directly or indirectly, in Madagascar any type of activity related to The term of the Long Term Lease is 99 years with an option drilling or a geotechnical testing laboratory for a five year to renew for a further 99 years commencing on the date that period commencing 13 December 2007. the Conditions Precedent are satisfied.

Up to and including the Effective Date, BRGM shall not The Long Term Lease is conditional on Official Quotation, enter into any new agreement for the provision of services payment of 675,000 Euros, payment of 325,000 Euros connected with the Business without the prior consent of by Mining Services to BRGM under the Business Sale Mining Services. Agreement, simultaneous payment by Mining Services of any taxes payable on the Purchase Price under the Business Sale BRGM makes the usual warranties with respect to ownership Agreement and simultaneous payment by St Denis of any of the Business and assets and transfer of title to Mining taxes payable on 750,000 Euros (comprising part of the Rent Services. under the Long Term Lease) by 31 July 2008 (“Conditions Precedent”). BRGM has a priority right of payment over any creditor in the event that the business is sold prior to payment of the Rent is 1,500,000 Euros (excluding taxes) payable as follows, Purchase Price. 75,000 Euros payable on the date of execution of the Long Term Lease, 37,500 Euros payable by 15 April 2008, All title to and risk in the Business shall pass to Mining 37,500 Euros payable by 30 June 2008, 600,000 Euros Services on the Effective Date. payable on 31 July 2008, 375,000 Euros payable by 31 325,000 Euro, being that part of the Purchase Price payable December 2008 and 375,000 Euros payable on 31 March on 31 July 2008, shall be paid to and held by an escrow 2009 (“Rent”). agent, being Mauritius Commercial Bank SA. Mining St Denis agrees to lease the premises in its current state at Services will bear the cost of the escrow agent. its own risk with all encumbrances and without any claim If the Conditions Precedent are not satisfied, the Business against BRGM. Sale Agreement shall terminate and the parties shall return St Denis is able to carry out development works on the Land. to the position they would have been in had the Business Subject to all of the Rent being paid and the full amount Sale Agreement not been entered into, except that BRGM of the Purchase Price being paid under the Business Sale is entitled to keep Mining Services’ 50,000 Euro deposit as Agreement, St Denis is entitled to compensation for any compensation. installations, works or new constructions constructed by St If the Purchase Price is not paid in full by 31 March 2009, Denis on the Land in the event of expiry or termination of the the Business Sale Agreement may be terminated and the Long Term Lease. parties shall return to the position that they would have been The Land can only be used as or for “offices, residences, in had the Business Sale Agreement not been entered into, commerce or any other way which is useful to the except that BRGM is entitled to keep an aggregate amount performance of the drilling and geotechnical assay activities” of 1,000,000 Euros (excluding taxes) from the money paid

Malagasy Minerals Limited Prospectus 105 and may be leased and subleased before full payment of the If the Rent is not paid in full by 31 March 2009, the Long Term Rent. After full payment of the Rent, the Land may be used for Lease may be terminated and the parties shall return to the any purpose that St Denis deems necessary. position that they would have been in had the Long Term Lease not been entered into, except that BRGM is entitled to keep an St Denis must insure all constructions on the Land aggregate amount of 1,000,000 Euros (excluding taxes) from the money paid under the Business Sale Agreement and the BRGM has a right to mortgage the land the subject of the Long Term Lease, as compensation. Long Term Lease until such time as the Rent is paid in full. After the Rent is paid in full, BRGM must take all steps to Any disputes under the Long Term Lease shall be referred to remove any mortgage that it has lodged in respect of the the jurisdiction of the Court of Antananarivo, Madagascar. Land. After the Rent is paid in full (and BRGM’s mortgage is discharged), St Denis may mortgage the Land. The Company guarantees the performance and observance of 8 St Denis’ obligations under the Long Term Lease, including but Subject to full payment of the Rent, St Denis is entitled to not limited to the payment of all monies reserved by the Long transfer its leasehold right under the Long Term Lease. The Term Lease and payable by St Denis. Long Term Lease will be rescinded if St Denis transfers its leasehold interest under the Long Term Lease prior to making The Long Term Lease contains a clause requiring strict full payment of the Rent. compliance with deadlines. Provided that any mortgage registered over the Land by BRGM The French version of the Long Term Lease prevails. has been discharged and all Rent has been paid, St Denis may use the Long Term Lease as surety for a loan or any other financial transaction with third parties. 8.5 Consulting Agreement – St Denis shall pay all taxes levied on the Land and shall be responsible for connections to all public and related services. Hendry Consulting The Company, Hendry Consulting (as consultant) and Mr St Denis may encumber the property provided that the Steven Goertz entered into a consultancy agreement dated 7 encumbrance is removed at the end of the term of the Long February 2008 (“Consultancy Agreement”) under which the Term Lease. Company has engaged Hendry Consulting, through Mr Steven St Denis is entitled to a right of access to the leased premises Goertz, to provide executive management services for a 3 year during the Long Term Lease. period from Official Listing.

BRGM declares that there are no legal or contractual The Consultancy Agreement requires Hendry Consulting to obstacles or restrictions in relation to either the free leasing procure Mr Goertz to provide the consultancy services on its and occupation of the premises or to the conclusion of the behalf. Long Term Lease and the Land and the real immovable The Consultancy Agreement may be terminated by either property is not encumbered. party giving 3 months written notice to the other party. There BRGM guarantees to St Denis peaceful enjoyment of the Land. is also provision for the Company to summarily terminate the Consultancy Agreement where: BRGM shall not, during the term of the Long Term Lease, sell, dispose of or lease the Land or subject it to any (a) Hendry Consulting or Mr Goertz wilfully breaches the encumbrances. A breach of this clause entitles St Denis to Consultancy Agreement, grossly or wilfully disobeys claim damages. the reasonable instructions of the Company, does not comply with Hendry Consulting’s duties under If the Conditions Precedent are not satisfied by 31 July 2008 the Consultancy Agreement or Company policies, the Long Term Lease will terminate and both parties shall grossly or wilfully engages in misconduct, dishonesty, return to the position they would have been in had the Long insubordination or neglect, engages in conduct which Term Lease had not been entered into, except BRGM is entitled in the reasonable opinion of the Company might tend to keep St Denis’ 150,000 Euro deposit as compensation. to injure the reputation of the Company’s business or is bankrupt or suspends payment or compounds with BRGM shall assign any existing leases in respect of the Land to or assigns its or his estate for the benefit of its or his St Denis from and including the Effective Date. creditors.

If the laws in Madagascar change to allow St Denis to (b) Mr Goertz becomes of unsound mind, bankrupt (or purchase the Land then BRGM shall transfer ownership of the enters into an arrangement with creditors) or ceases to Land to St Denis without any additional consideration being be a director of Hendry Consulting or the Company. payable. The consultancy fee payable to Hendry Consulting comprises If St Denis, the Company or a subsidiary controlled by the an annual fee of $165,000 payable monthly, a fully serviced Company decides to transfer the Land to a third party within motor vehicle, 2,000,000 options exercisable at $0.20 and 5 years from 13 December 2007, then BRGM shall be paid expiring on the fifth anniversary of the commencement date an amount equal to half of the net gain received from the sale of the Consultancy Agreement of which 1,000,000 options (less the value of any buildings constructed on the Land by St are granted 18 months after the commencement date and Denis or the Company). 1,000,000 options are granted on the third anniversary of the Consultancy Agreement, subject to obtaining shareholder approval.

106 Malagasy Minerals Limited Prospectus The Company must pay, during the term of the Consultancy 8.8 Agreement, Mr Goertz’s rent in Madagascar, the costs of Mr Corporate Services Goertz and his family relocating to and from Madagascar, Consultancy Agreement - yearly return airfares to Perth for Mr Goertz and his family, medical and hospital benefits for Mr Goertz and his family, Element Capital school fees for Mr Goertz’s family and other expenses as agreed. The Company has entered into an agreement with Element Capital Pty Ltd dated 30 April 2008 for the provision of The consultancy services comprise those services typically corporate consultancy services. The Company has exclusively performed by a managing director. engaged Element Capital to:

(a) provide advice, arrange and facilitate the Company’s 8.6 Consulting Agreement – initial public offer and listing on ASX and any subsequent 8 capital raisings for 12 months after the Company is listed Midas and Le Clezio on ASX; The Company entered into a consultancy agreement with (b) provide general corporate advice to the Company Midas Consulting, on or about 6 April 2007 under which the including advice relating to the Company’s initial public Company engaged Midas Consulting, through Mr Jules Le offer, post Offer marketing services and general advice on Clezio, to provide managerial services for a 3 year period the Company’s strategy. from the date of execution of the consultancy agreement. Element Capital will be paid: The consulting services are to be provided for a minimum of 8 days a month. (c) a management fee of 2% of any capital raisings (excluding seed capital raisings) up to and including 12 months after Remuneration for the consulting services is $600 per day and the Company is listed on ASX; the issue to Midas Consulting of 5,000,000 preference shares in the Company. The 5,000,000 preference shares convert to (d) a success fee of 4% of any capital raisings up to and Shares on Official Listing. including 12 months after the Company is listed on ASX. Element Capital can elect to have any of the success fees If, and only if, the Company is advised that it will be admitted earned by third parties paid directly to third parties; to the Official List, the Toronto Stock Exchange or the alternative investment market of London Stock Exchange plc, (e) a monthly retainer of $10,000 from the date the Company Midas Consulting will be paid a monthly retainer of $5,000 is listed on ASX for a period of 12 months, totaling a payable monthly in arrears. The consultancy fees for each minimum of $120,000. No retainer is payable if Element month will be set off against the retainer for that month until Capital does not successfully complete the Minimum they total $5,000. Subscription.

Midas Consulting is required to provide operational assistance (f) Reasonable out of pocket expenses provided that such in Madagascar. expenses in excess of $1,000 will not be incurred without the Company’s prior approval. If a party breaches the consultancy agreement then the non- defaulting party may give a default notice to the defaulting The above fees do not include GST. party requiring the breach to be remedied within 21 days. If the breach is not remedied then the non-defaulting party may The Company indemnifies Element Capital and its directors, terminate the consultancy agreement by notice in writing. employees, officers and agents and each of its related bodies corporate against any direct or indirect loss arising out of or in Midas shall maintain its own insurance throughout the term of connection with this agreement. the consultancy agreement. Either party may terminate the agreement with 3 months Midas has agreed to indemnify the Company for any taxes written notice to the other party. If the agreement is terminated arising in relation to the payment of any money from the by the Company then the Company must pay to Element Company to Midas and for any negligent act of Midas. Capital the balance of any retainer and any fees or expenses that have accrued. 8.7 Royalty Agreements – MDA If the agreement is terminated by Element Capital then the Company’s obligation to pay the retainer ceases immediately Refer to section 7.2(b) of the Tenement Report in Section 7 of upon termination. The Company is still liable to pay the Prospectus. any management fees, success fees or expenses prior to termination.

Malagasy Minerals Limited Prospectus 107 corporate governance

9.1 Corporate governance Summary of Nomination Committee Charter MML has adopted comprehensive systems of control and The role of the nomination committee is to effectively examine accountability as the basis for the administration of corporate the selection and appointment practices of the Company. governance. The Board is committed to administering the The nomination committee regularly reviews the size and policies and procedures with openness and integrity, pursuing composition of the Board and makes recommendations to the true spirit of corporate governance commensurate with the Board on any appropriate changes. The nomination the Company’s needs. To the extent they are applicable; the committee identifies and assesses necessary and desirable Company has adopted the Corporate Governance Principles Director competences with a view to enhancing the Board. and Recommendations (“Recommendations”) as published by ASX Corporate Governance Council. The nomination committee also regularly reviews the time 9 required from non executive directors and whether non A summary of the Company’s corporate governance practices executive Directors are meeting that requirement. The is set out below. nomination committee is responsible for developing a process for evaluation of the performance of the Board, Board Summary of Board Charter committees (if any), and when deemed appropriate by the Chair, individual Board members. The role of the Board is to provide leadership for and supervision of the Company’s senior management. The Board Initial director appointments are made by the Board. A provides the strategic direction of the Company and regularly new Director will be required to stand for election at the measures the progression by senior management of that Company’s next general meeting. strategic direction. The Board is responsible for promoting the success of the Company through its oversight role. The Board Summary of Remuneration Committee Charter also reviews the Company’s policies on risk oversight and The function of the remuneration committee is to review management, internal compliance and control, its Code of and make appropriate recommendations on remuneration Conduct (as defined below), and legal compliance. There are packages of executive directors, non executive Directors mechanisms in place so that the Board can satisfying itself that and senior executives. The remuneration committee is also senior management has developed and implemented a sound responsible for reviewing any employee incentive and equity- system of risk management and internal control in relation to based plans including the appropriateness of performance financial reporting risk and material business risk. The Board hurdles and total payments proposed. monitors and reviews senior management’s performance and implementation of strategy. Summary of Remuneration Policy The Board delegates to senior management the responsibility of the day-to-day activities in fulfilling the Board’s Emoluments of Directors and senior executives are set by responsibility. The Board has adopted a Board charter which reference to payments made by other companies of similar sets out quantitative and qualitative materiality thresholds. size and industry, and by reference to the skills and experience of the Directors and executives. The Board Charter describes the division of responsibilities between the Chair, the lead independent director (if any) and The Company’s policy is to remunerate non executive the Managing Director. Directors at market rates (for comparable companies) for time, commitment and responsibilities. Fees for non- The role of non executive and independent directors is also set executive Directors are not linked to the performance of the out in the Board Charter. Company. Given the Company is a junior explorer and the financial restrictions placed on it, the Company may consider Summary of Audit Committee Charter it appropriate to issue unlisted Options to non executive directors, subject to obtaining the relevant approvals. The role of the audit committee is to monitor and review the integrity of the financial reporting of the Company and to Executive pay and reward consists of a base salary and review significant financial reporting judgments. The audit performance incentives. Long term performance incentives committee is also to review the Company’s internal financial may include Options granted at the discretion of the Board control system and risk management systems and to monitor, and subject to obtaining the relevant approvals. review and oversee the external audit function. Executives are prohibited from entering into transactions or The audit committee has the power to conduct or authorize arrangements which limit the economic risk of participating in investigations into any matters within the audit committee’s unvested entitlements. scope of responsibilities. The audit committee has the authority, as it deems necessary or appropriate, to retain Summary of Code of Conduct independent legal, accounting or other advisors. The Company has adopted a code of conduct, which sets out The audit committee also assesses whether external reporting the principles and standards which the Board, management is consistent with audit committee members’ information and employees of the Company are encouraged to strive and knowledge and is adequate for shareholder needs and towards when dealing with each other, Shareholders and the assesses the management processes supporting external broad community (“Code of Conduct”). reporting.

108 Malagasy Minerals Limited Prospectus The Company is to comply with all legislative and common Procedures provide guidelines as to the type of information law requirements which affect its business. The Company will that needs to be disclosed and encourages thorough deal with others in a way that is fair and will not engage in recording of disclosure decision making. The Compliance deceptive practices. Procedures contain information on avoiding a false market, safeguarding confidentiality of corporate information, and The Code of Conduct sets out directives for Directors, information on external communication for the purpose of management and staff relating to conflicts of interests, protecting the Company’s price sensitive information. The protection of the Company’s the assets and confidentiality. Compliance Procedures also provide guidance relating to potential disclosure material. The Company has a policy forbidding bribes. The Company does not support making facilitation payments as a matter of policy, and expects employees and officers to make every Summary of Procedure for the Selection, effort to avoid them. Appointment and rotation of External Auditor 9 The Board is responsible for the initial appointment of the Summary of Policy and Procedure for Selection external auditor and the appointment of a new external and (Re)Appointment of Directors auditor when any vacancy arises, as per the recommendations of the audit committee, with the decision being ratified by In considering new candidates for appointment as a Director, Shareholders at the next annual general meeting of the the nomination committee (or equivalent) evaluates the range Company. of skills, experience and expertise of the existing Board. In particular, the nomination committee (or equivalent) is to Candidates for the position of external auditor of the identify the particular skills that will best increase the Board’s Company must be able to demonstrate complete effectiveness. Consideration is also given to the balance of independence from the Company and an ability to maintain independent Directors on the Board. Reference is made to independence through the engagement period. the Company’s size and operations as they evolve from time to time. Any appointment made by the Board is subject to The audit committee will review the performance of ratification by Shareholders at the Company’s next general the external auditor on an annual basis and make any meeting. recommendations to the Board.

All Directors are required to consider the number and nature Summary Shareholder Communication of their directorships and calls on their time from other Strategy commitments. The Board aims to ensure that Shareholders are informed Shareholders shall be informed of the names and details of of all major developments affecting the Company. All candidates submitted for election as Directors, in order to Shareholders receive the Company’s annual report. The enable Shareholders to make an informed decision regarding Company maintains a website on which the Company makes the election. certain information available on a regular basis.

Summary of Process for Performance Summary of Risk Management Policy Evaluation The Board has adopted a risk management policy. Under the The Chair is responsible for evaluation of the Board and, policy, the Board delegates day-to-day management of risk to when deemed appropriate, Board committees and individual the Managing Director. The risk management policy sets out Directors. The Board is also responsible for evaluating the the role of the Managing Director and accountabilities. It also Managing Director. Other senior executives are evaluated by contains the Company’s risk profile and describes some of the the Managing Director. policies and practices the Company has in place to manage specific business risks. Summary of Policy for Trading in Company Securities As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional The Board has adopted a policy which prohibits dealing the corporate governance structures will be given further Company’s securities by Directors, officers and employees consideration. when those persons possess inside information. The Policy provides that the written acknowledgement of the Chair must The Board sets out below its “if not, why not” report in be obtained prior to trading. relation to those matters of corporate governance where the Company’s practices depart from the Recommendations. Summary of Compliance Procedures Principle 2 The Board has adopted compliance procedures to assist it to comply with the disclosure requirements under the Listing Recommendation 2.1: A majority of the board should be Rules (“Compliance Procedures”). Under the Compliance independent directors. Procedures, a responsible officer is appointed who is primarily responsible for ensuring the Company complies with its disclosure obligations. The duties of the responsible officer are set out in the Compliance Procedures. The Compliance

Malagasy Minerals Limited Prospectus 109 Notification of departure: the Board may meet with the external auditor, without The Company does not have a majority of independent management present, as required. directors as currently none of the Directors are independent. Principle 8 Explanation for departure: Recommendation 8.1: The Board should establish a The Board considers that the composition of the Board is remuneration committee. adequate for the Company’s current size and operations, and includes an appropriate mix of skills and expertise, relevant to Notification of departure: the Company’s business. There is no separate remuneration committee.

9 Principle 2 Explanation for departure: Recommendation 2.2: The chair should be an independent The role of the remuneration committee is carried out by director. the Board. The Board considers that no efficiencies or other benefits would be gained by establishing a separate Notification of departure: remuneration committee. However, the Board has adopted The Chair, Mr Max Cozijn, is not an independent director as a Remuneration Committee Charter, which it applies when he acts in an executive capacity for the Company. Further, Mr convening as the remuneration committee. No Directors Cozijn has a substantial shareholding. participate in any deliberations regarding their own remuneration or related issues. Explanation for departure: The current Board composition does not allow for the Company to follow recommendation 2.2. However, the Board believes that Mr Cozijn is the most appropriate person for the position of Chair because of his qualifications and experience. Further, the Board has adopted a policy on independent professional advice to assist Directors with independent judgement.

Principle 2 Recommendation 2.4: The Board should establish a nomination committee.

Notification of departure: There is no separate nomination committee.

Explanation for departure: The Board considers those matters that would usually be the responsibility of a nomination committee. Given that the Board comprises only four Directors, the Board considers that no efficiencies or other benefits would be gained by establishing a separate committee. The Board has adopted a nomination committee charter.

Principle 4 Recommendations 4.1 & 4.2: The Board should establish an audit committee and structure it in accordance with Recommendation 4.2.

Notification of departure: A separate audit committee has not been formed and therefore is not structured in accordance with the compositional recommendation.

Explanation for departure: The role of the audit committee is carried out by the Board. The Board considers that given its size and composition, no efficiencies or other benefits would be gained by establishing a separate committee. When considering audit related matters, the Board functions in accordance with its Audit Committee Charter. The Audit Committee Charter also provides that

110 Malagasy Minerals Limited Prospectus risk factors

There are factors, both specific to the Company and of a is noted that these risks may apply in other developing general nature, which may affect the future operating and countries that the Company may operate in). As a financial performance of the Company and the value of its result, the Company may be exposed to a number of Shares. Many of these factors are outside the control of the risks customary for international operations, including Company and the Directors. but not limited to:

This Section outlines the principal risks associated with an (i) Political Risk investment in the Company. Each of the risks set out below could, if it were to eventuate, have a material adverse impact The Company’s investment in exploration projects on the Company’s operating performance, profits and Share in Madagascar may be exposed to adverse price. political developments that could affect the economics of the project. The government of The summary of risks below is not exhaustive and before 10 Madagascar has supported the Company with deciding to invest in the Company, potential investors should its exploration activities to date, but there is no read the entire Prospectus and consider the following risk assurance that this support will continue. The factors that could affect the financial performance of the Company’s investment in exploration projects in Company and the value of its Shares. There can be no Madagascar may be exposed to adverse political guarantee that MML will achieve its stated objectives and you developments that could affect the economics of should carefully consider these factors in light of your personal its projects. circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether (ii) Uncertainty of Laws and Enforcement of to apply for Shares in the Offer. Laws

The government of Madagascar has been 10.1 Risks Specific to the developing a comprehensive system of commercial laws, and considerable progress Company has been made in introducing laws and regulations dealing with economic matters such (a) Limited operating history of MML as foreign investment, corporate organisation and governance, commerce, taxation and trade. The prospects of the Company must be considered in However, because these laws and regulations light of the risks, expenses and difficulties frequently are relatively new, and because of the limited encountered by companies in their early stage of volume of published cases and their non-binding development, particularly in the mineral exploration nature, interpretation and enforcement of these sector, which has a high level of inherent uncertainty. laws and regulations involve uncertainties. In addition, as the legal system in Madagascar (b) Operating in developing countries develops, changes in such laws and regulations, their interpretation or their enforcement may The Company’s current projects are located in have a material adverse effect on the Company’s Madagascar and any potential projects that it may business operations. acquire an interest in, may be located in Madagascar or other developing countries. Operating in such (iii) Foreign Exchange Risk regions carries additional risks including but not limited to the failure of infrastructure and loss or damage The value or sale price of the commodities due to any number of unpredictable circumstances. that may be produced by the Company (if any) Furthermore, retaining and attracting technical will expose the income of the Company to the personnel to live and work in such areas is challenging changes in the exchange rate. and may delay the Company from achieving its objectives if it cannot satisfactorily address this issue. The international price of most commodities are denominated in United States dollars, whereas (c) Operating in Madagascar the income and expenditure of the Company are, and will be accounted for, in Australian dollars. Madagascar and other developing countries may be The revenues of the Company will be exposed subject to political, economic and other uncertainties, to the fluctuations and volatility of the price of some of which may not be found in other countries minerals and the rate of exchange between the such as Australia, the United Kingdom or the United United States dollar and the Australian dollar, as States. Future government activities concerning the determined in international markets. economy, foreign ownership or the operation and regulation of facilities such as mines or mineral (iv) Repatriation of Profits and Adverse exploration operations, could have a significant effect Taxation Consequences on the Company.

The Board anticipates that the value of the Company’s There is no certainty that all future revenues can exploration and mining interests are most likely to be be repatriated. Further, any material changes in derived from the Madagascar operations (although it taxation legislation in relation to the returning of

Malagasy Minerals Limited Prospectus 111 revenues from Madagascar may affect the viability (h) Future Capital Requirements and profitability of the Company. The Company’s activities will require substantial (d) Limited explorations of the Company’s expenditures. There can be no guarantees that the funds raised pursuant to this Prospectus will be projects sufficient to successfully achieve all the objectives of the The Tenements are in the early stages of exploration Company’s overall business strategy. If the Company and potential investors should understand that mineral is unable to use debt or equity to fund expansion after exploration, development and mining are high-risk the substantial exhaustion of the net proceeds raised enterprises, only occasionally providing high rewards. pursuant to this Prospectus, there can be no assurances that the Company will have sufficient capital resources 10 There is no assurance that exploration of the mineral for that purpose, or other purposes, or that it will interests currently held by the Company, or any other be able to obtain additional resources on terms projects that may be acquired in the future, will result acceptable to the Company or at all. Any additional in the discovery of an economically viable mineral equity financing maybe dilutive to Shareholders and deposit. Even if an apparently viable mineral deposit is any debt financing if available, may involve restrictive identified, there is no guarantee that it can be profitably covenants, which limited the Company’s operations exploited. and business strategy. The company’s failure to raise capital if and when (e) Title needed could delay or suspend the Company’s business strategy and could have a material adverse The grant of a tenement or the renewal of the term of a effect on the Company’s activities and the price of its tenement of the Company is at the discretion of various securities. authorities in Madagascar and the government of Madagascar, the place where the Company intends to conduct its exploration activities. (i) Potential Acquisitions

If a tenement is not granted or renewed, the Company As part of it’s business strategy, the Company may may suffer significant damage through loss of the make acquisitions of, or significant investments in, opportunity to develop and discover mineral deposits companies, products, technologies or resource on that tenement. projects. Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of companies, products, (f) Reliance on Key Personnel technologies or resource projects. The Company is reliant on a number of key employees, including the Directors of the Company. The loss (j) Joint Venture Parties, Contractors and of one or more of its key personnel could have an Contractual Disputes adverse impact on the business of the Company. The Directors are unable to predict the risk of: It may be difficult for the Company to attract and retain suitably qualified and experienced people, given the (i) financial failure or default by a participant in any current high demand in the industry and relatively small joint venture to which the Company is, or may size of the Company, compared with other industry become, a party; participants. (ii) insolvency or other managerial failure by any of the operators and contractors used by the (g) Commodity Prices Company in its exploration activities; or Commodity prices fluctuate and are affected by (iii) insolvency or other managerial failure by any of numerous factors beyond the control of the Company. the other service providers used by the Company These factors include world demand for base metals, or its operators for any activity. oil and gas, forward selling by producers and production cost levels. 10.2 Mineral Industry Risks Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding (a) Exploration, Development, Mining, inflation, interest rates and global and regional Processing and Operating Risks demand for, and supply of, the commodity as well as general global economic conditions. These factors By its nature, the business of mineral exploration and/ may have an adverse affect on the Company’s or production, which the Directors intend the Company exploration activities, as well as on its ability to fund to undertake, contains risks. Prosperity depends those activities and the price of the Company’s listed on the successful exploration and/or acquisition of securities. recoverable and economic deposits, design and construction of efficient processing facilities, competent operation and proficient marketing of the product.

112 Malagasy Minerals Limited Prospectus The operations of the Company, if and when it Should the Company be unable to obtain access to commences production, may be disrupted by a variety its Tenements on terms acceptable to the occupier of risks and hazards which are beyond the control or owner of the land upon which the Tenements are of the Company, including environmental hazards, located then there is a risk that this may cause delays industrial accidents, technical failures, labour disputes, to or prevent any mining operations on the Tenements. unusual or unexpected rock formations, formation damage, flooding and extended interruptions due to (e) Metallurgy inclement or hazardous weather conditions, fire and explosions. Metal and/or mineral recoveries are dependent upon the metallurgical process, and by its nature contain These risks and hazards could also result in damage elements of significant risk such as: to, or destruction of, production facilities, personal 10 injury, environmental damage, business interruption, (i) Identifying a metallurgical process through monetary losses and possible legal liability. While the testwork to produce a saleable metal and/or Company currently intends to maintain insurance within concentrate; ranges of coverage consistent with industry practice, no assurance can be given that the Company will be (ii) Developing an economic process route to able to obtain such insurance coverage at reasonable produce a metal and/or concentrate; and rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims. (iii) Changes in mineralogy in the ore deposit can result in inconsistent metal recovery, affecting the Whether or not income will result from projects economic viability of the project. undergoing exploration, development and production programs, depends on successful establishment of exploration operations. Factors including costs, 10.3 Environmental Risks equipment availability and metal prices affect successful project development as does the design and (a) General construction of efficient exploration facilities, competent operation and management and prudent financial The Company’s projects will be subject to regulations administration, including the availability and reliability regarding environmental matters and the discharge of appropriately skilled and experienced consultants. of hazardous wastes and materials. The government of Madagascar and other authorities that administer (b) Resource Estimations and enforce environmental laws determine these environmental requirements. As with all mining Resource estimates are expressions of judgment projects, the projects would be expected to have a based on knowledge, experience and resource variety of environmental impacts should development modelling. As such, resource estimates are inherently proceed. The Company intends to conduct its activities imprecise and rely to some extent on interpretations in an environmentally responsible manner and in made. Despite employing qualified professionals accordance with applicable laws. to prepare resource estimates, such estimates may nevertheless prove to be inaccurate. Furthermore, The cost and complexity of complying with the resource estimates may change over time as new applicable environmental laws and regulations may information becomes available. Should the Company prevent the Company from being able to develop encounter mineralisation or geological formation potentially viable mineral deposits. different from those predicted by past drilling, sampling and interpretations, resource estimates may need to Although the Board believes that it is in compliance in be altered in a way that could adversely affect the all material respects with all applicable environmental Company’s operations. laws and regulations, there are certain risks inherent to its activities, such as accidental spills, leakages or (c) Payment obligations other unforseen circumstances, which could subject the Company to extensive liability. Under the exploration tenements and certain other contractual agreements to which the Company is or Further, the Company may require approval from the may in the future become a party, the Company is or relevant authorities before it can undertake activities may become subject to payment and other obligations. that are likely to impact the environment. Failure to Failure to meet these work commitments will render the obtain such approvals will prevent the Company from tenement or licence liable to be cancelled. Further, if undertaking its desired activities. The Company is any contractual obligations are not complied with when unable to predict the effect of additional environmental due, in addition to any other remedies that may be laws and regulations, which may be adopted in the available to other parties, this could result in dilution or future, including whether any such laws or regulations forfeiture of interest held by the Company. would materially increase the Company’s cost of doing business or affect its operations in any area.

(d) Occupants and owners of land There can be no assurances that new environmental Some or all of the mining tenements held by the laws, regulations or stricter enforcement policies, Company are occupied or owned by third parties. once implemented, will not oblige the Company to incur significant expenses and undertake significant

Malagasy Minerals Limited Prospectus 113 investments in such respect which could have a (and any other jurisdictions in which the Company may material adverse effect on the Company’s business, acquire mineral exploration assets), interest rates and financial condition and results of operations. the rate of inflation.

(b) Previous Exploration and Mining (e) Competition

Previous exploration and mining activities undertaken MML will compete with other companies, including by past tenement holders could in the future give rise major mineral exploration and mining companies. to costs for environmental, rehabilitation, damage, Some of these companies have greater financial and control and losses. As at the date of this Prospectus, other resources than the Company and, as a result, the Company has received no indication or instruction may be in a better position to compete for future 10 that rehabilitation of these areas is required. The business opportunities. Many of the Company’s enforcement of any environmental regulation could competitors not only explore for and produce minerals, lead to increased costs for the Company which in but also carry out refining operations and produce turn could adversely affect the Company’s financial other products on a worldwide basis. There can be no performance and available cash reserves. assurance that the Company can compete effectively with these companies. 10.4 General Risks 10.5 Investment Speculative (a) Investment in Shares The above risk factors ought not to be taken as Applicants should be aware that there are risks exhaustive of the risks faced by the Company or by associated with any investment in securities. The prices investors in the Company. The above factors, and at which the Shares offered under this Prospectus trade others not specifically referred to above, may in the may be above or below the Offer price, and may future materially affect the financial performance of the fluctuate in response to a number of factors. Company and the value of the Shares offered under this Prospectus. Further, the stock market, and in particular the market for mining and exploration companies, has experienced Therefore, the Shares to issued pursuant to the extreme price and volume fluctuations that has often Prospectus carry no guarantee with respect to the been unrelated or disproportionate to the operating payment of dividends, returns of capital or the market performance of such companies. There can be no value of those Shares. guarantee that these trading prices will be sustained. These factors may materially affect the market price of Potential investors should consider that the the Shares, regardless of the Company’s operational investment in the Company is speculative and performance. should consult their professional advisor before deciding whether to apply for Shares. (b) Share Market Conditions

The market price of the Shares may fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(c) Policies and Legislation

Any changes in government policies or legislation, including changes to the taxation system or changes affecting mining and exploration activities may affect the Company’s future earnings, profitability and the relative attractiveness of investing in the Company.

(d) Economic Risk

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that general economic climate include, the level of direct and indirect competition against the Company, industrial disruption, the rate of growth of gross domestic product in Australia and Madagascar

114 Malagasy Minerals Limited Prospectus rights attaching to shares

A summary of the rights attaching to Shares in the Company a special resolution of the Shareholders, or with the is set out below. This summary is qualified by the full terms written consent of the holders of at least three-fourths of the Constitution (a full copy of the Constitution is available of the issued Shares. from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement (f) Directors of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from The minimum number of Directors is three and the an interaction of the Constitution with statutory and common maximum is ten. Currently, there are five Directors. law requirements. For a Shareholder to obtain a definitive Directors must retire on a rotational basis so that one- assessment of the rights and liabilities which attach to Shares third of Directors must retire at each annual general in any specific circumstances, the Shareholder should seek meeting. Any other Director who has been in office for legal advice. three or more years must also retire. A retiring Director 11 is eligible for re-election. The Directors may appoint a (a) Voting director either in addition to existing Directors or to fill a casual vacancy, who then holds office until the next At a general meeting, on a show of hands every annual general meeting. Shareholder present in person has one vote. At the taking of a poll, every Shareholder present in person (g) Decisions of Directors or by proxy and whose Shares are fully paid has one vote for each of his or her Shares. On a poll, the Questions arising at a meeting of Directors are decided holder of a partly paid share has a fraction of a vote by a majority of votes. The Chairman has a casting with respect to the share. The fraction is equivalent to vote. the proportion which the amount paid (not credited) bears to the total amount paid and payable (excluding amounts credited). (h) Issue of Further Shares Subject to the Constitution, the Corporations Act 2001 (b) General Meetings and the Listing Rules, the Directors may issue, or grant Each Shareholder is entitled to receive notice of, attend options in respect of, Shares to such persons on such and vote at general meetings of the Company and terms as they think fit. In particular, the Directors to receive all notices, financial statements and other may issue preference shares, including redeemable documents required to be sent to Shareholders under preference shares, and may issue shares with preferred, the Constitution of the Company, the Corporations Act deferred or special rights or restrictions in relation to and the Listing Rules. dividends, voting, return of capital and participation in surplus on winding up. (c) Dividends (i) Officers’ Indemnity The Directors may pay to Shareholders any interim and final dividends as, in the Directors’ judgement, To the full extent permitted by the law and to the extent the financial position of the Company justifies. The not covered by insurance, the Company must indemnify Directors may fix the amount, the record date for each officer of the Company against all losses and determining eligibility and the method of payment. liabilities incurred by the person as an officer of the All dividends must be paid to the Shareholders in Company, including costs and expenses incurred in proportion to the number and the amount paid on the defending proceedings in which judgement is given in Shares held. favour of the person or in which the person is acquitted or in connection with relief granted to the person in an (d) Transfer of Shares application under the Corporations Act 2001 in respect to such proceedings. Generally, all Shares in the Company are freely transferable subject to the procedural requirements of the Constitution, and to the provisions of the (j) Alteration to the Constitution Corporations Act, the Listing Rules and the ASTC The Constitution can only be amended by a special Operating Rules. The Directors may decline to register resolution passed by at least 75% of Shareholders an instrument of transfer received where the transfer present and voting at a general meeting. At least 28 is not in registrable form or where refusal is permitted days’ notice of the intention to propose the special under the Listing Rules or the ASTC Operating Rules. If resolution must be given. the Directors decline to register a transfer the Company must give reasons for the refusal. The Directors must decline to register a transfer when required by (k) ASX Listing Rules Prevail the Corporations Act, the Listing Rules or the ASTC Operating Rules. To the extent that there are any inconsistencies between the Constitution and the Listing Rules, the Listing Rules prevail. (e) Variation of Rights The Company may only modify or vary the rights attaching to any Shares with the prior approval by

Malagasy Minerals Limited Prospectus 115 additional information

12.1 in this privacy disclosure statement and may disclose it for Company history, tax status those purposes to the Share Registry, the Company’s related and financial year bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, The Company was incorporated on 22 September 2006 and to the ASX and regulatory authorities. under the Corporations Act as a public company. If an Applicant becomes a Shareholder, the Corporations The Company’s financial year ends on 30 June annually Act requires the Company to include information about and the Directors expect that the Company will be taxed in the Shareholder (including name, address and details of Australia. the securities held) in its public register. The information contained in the Company’s public register must remain there even if that person ceases to be a Shareholder. Information 12 12.2 Continuous disclosure contained in the Company’s register is also used to facilitate distribution payments and corporate communications The Company is subject to regular reporting and disclosure (including the Company’s financial results, annual reports and obligations under the Corporations Act. Copies of documents other information that the Company may wish to communicate lodged with the ASIC in relation to the Company may be to its security holders) and compliance by the Company with obtained from, or inspected at, an ASIC office. legal and regulatory requirements.

Further, the Company will adopt a continuous disclosure policy If you do not provide the information required on the so as to comply with its continuous disclosure obligations once Application Form, the Company may not be able to accept listed on ASX. or process your Application. An Applicant has a right to gain access to the information that the Company holds about that Those obligations will include being required to notify the ASX person subject to certain exemptions under law. A fee may be immediately of any information concerning the Company of charged for access. Access requests must be made in writing which it is, or becomes aware of, and which a reasonable to the Company’s registered office. person would expect to have a material effect on the price or value of the Company’s Shares. Exceptions apply for certain information which does not have to be disclosed. 12.4 Taxation implications

Other documents that are required to be lodged include: The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual (a) Quarterly activities and cash flow reports to be financial affairs of each investor. All potential investors in provided to the ASX within a specified time following the Company are urged to take independent financial advice the end of each quarter about the taxation and any other consequences of investing in the Company. (b) half yearly reports and preliminary financial statements, to be provided to the ASX within 2 months of the end of To the maximum extent permitted by law, the Company, its each half and full year accounting period respectively; officers and each of their respective advisers accept no liability and or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus. (c) financial statements, to be lodged with the ASX within a specified time after the end of each accounting period. 12.5 Litigation 12.3 Privacy disclosure Legal proceedings may arise from time to time in the course of the Company’s business. As at the date of this Prospectus the The Company collects information about each Applicant Company is not involved in any legal proceedings, nor so far provided on an Application Form for the purposes of as the Directors are aware, are any legal proceedings pending processing the Application and, if the Application is successful, or threatened against the Company, or its subsidiaries, the to administer the Applicant’s security holding in the Company. outcome of which will have a material adverse effect on the business or financial position of the Company. By submitting an Application Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Application Form for the purposes set out

116 Malagasy Minerals Limited Prospectus 12.6 Directors’ interests

(a) Directors’ Interest in Shares

The Directors and their related entities have the following interests in the Securities of the Company as at the date of this Prospectus:

No of Shares held Proposed

Direct Indirect Options(2) Mr S.B. Goertz 1 5,000,000 2,000,000(3) 12 Mr M.D.J. Cozijn 1 5,000,000 1,000,000(4) Mr G.F.M. Le Clezio (1) 250,000 - - Dr P.J. Woods (1) - - -

(1)Madagascar Resources NL (“MRNL”) holds 10,000,000 Preference Shares in MML which will revert to fully paid ordinary shares upon listing; Mr G.F. Le Clezio & Dr P.J. Woods are also Directors & Shareholders of MRNL (2)It is proposed that these Options be issued upon the successful listing of MML on the ASX. Any grant of Options will be subject to Shareholder approval following successful listing on the ASX (3) 2,000,000 Options will be granted to Hendry Consulting Sarl, a company of which Mr Goertz is a sole director and shareholder, as fees associated with a consultancy agreement more particularly described in Section 8.5. (4) 1,000,000 Options are proposed to be granted to Mr. Cozijn or his nominee after Official Quotation and completion of this Offer, subject to Shareholder approval.

Directors are not required to hold any Shares in the Company successful completion of the Offer and listing of the Company under the Constitution of the Company. on the ASX.

(b) Directors Participation in Offer Except as disclosed in this Prospectus, no Director holds, or during the last two years has held, any interest in: Nothing in this Prospectus will be taken to preclude Directors, officers, employees or advisors of MML from applying for (i) the formation or promotion of the Company; Shares on the same terms and conditions as offered pursuant to this Prospectus. (ii) property acquired or proposed to be acquired by the Company in connection with its formation or (c) Remuneration of Directors promotion; or

The Constitution provides that the Company may remunerate (iii) the Offer, the Directors. The remuneration shall, subject to any resolution of a general meeting, be fixed by the Directors. and no amounts of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to any The Constitution of the Company provides that Non-Executive Director to induce him to become or to qualify as a Director Directors may collectively be paid as remuneration for their or otherwise for services rendered by him or her in connection services a fixed sum not exceeding the aggregate maximum of with the formation or promotion of the Company or the Offer. $200,000 per annum which has been set by the Company in general meeting. It is currently resolved that all Directors will There were no transactions with Directors since incorporation each receive fees of $20,000 per annum. other than those set out in this Section 12.6 and other Sections of this Prospectus. A Director may be paid fees or other amounts as the Directors determine, where a Director performs duties or provides (d) Other Interests services outside the scope of their normal Director’s duties. A Director may also be reimbursed for out of pocket expenses i. Mr Steven Goertz is employed by the Company through incurred as a result of their directorship or any special duties. a consultancy agreement with his company Hendry Consulting (refer Material Contracts section item 8.5) Mr Steven Geortz is presently paid a retainer of $5,000 per month plus GST through his consultancy company ii. Mr Guy Le Clezio and Dr Peter Woods are Directors until completion of the Offer, and has been paid a total of of MRNL which has entered into the Share Sale $60,000 as at the date of the Prospectus. Agreement with MML. MML has paid a total of approximately $300,000 in reduction of a loan from It is intended that Mr Max Cozijn be paid remuneration of MRNL and for working capital in accordance with the $50,000 per annum plus 9% Superannuation for his services Share Sale Agreement (refer Material Contracts section as Finance Director and Company Secretary following the item 8.1)

Malagasy Minerals Limited Prospectus 117 12.7 Expenses of the Offer The total expenses of the Offer payable by the Company are ASX and ASIC fees, the cost of printing and distributing this estimated at approximately $650,000 if only the Minimum Prospectus and other miscellaneous expenses. Subscription is received and $750,000 if the Maximum Subscription is received. These expenses include management These expenses have been paid or will be payable by the and broker fees, expert fees, accounting fees, legal fees, Company.

12.8 Major Shareholders 12 As at the date of the Prospectus the major Shareholders of the Company holding 5% or more of the issued capital are:

Shareholder No. of Shares MRNL 10,000,000 Goertz Super Fund (Steven Goertz) 5,000,000 Diplomat Holdings Pty Ltd (Supermax RF) – (Max Cozijn) 5,000,000 Midas Consultancy Ltd (Jules Le Clezio) 5,000,000 Harpendon Nominees Pty Ltd 5,000,000

12.9 in Section 5 of this Prospectus. The Company will pay Interests of promoters, approximately $60,000 to RSG Global Pty Ltd for these experts and advisors services. WHK Horwath has prepared the Investigating Accountant’s Except as disclosed in this Prospectus, no promoter or other Report included in Section 6 of this Prospectus. The Company person named in this Prospectus that has performed a function will pay approximately $15,000 to WHK Horwath for these in a professional, advisory or other capacity in connection with services. the preparation or distribution of the Prospectus holds, or in the past two years has held, any interest in: WHK Horwath are auditors of the Company and will be paid (a) the formation or promotion of the Company; or for these services on standard industry terms and conditions. (b) property acquired or proposed to be acquired by the FidAfrica Madagascar have prepared the Tenement Report Company in connection with its formation or promotion in Section 7 of this Prospectus. The Company will pay or the Offer; or approximately $40,000 to FidAfrica for these services.

(c) the Offer, Security Transfer Registrars Pty Ltd has been appointed to conduct the Company’s share registry functions and to and no amounts of any kind (whether in cash, Shares or provide administrative services in respect to the processing otherwise) have been paid or agreed to be paid to a promoter of Applications received pursuant to this Prospectus, and will or any person named in this Prospectus as performing be paid for these services on standard industry terms and a function in a professional, advisory or other capacity conditions. in connection with the preparation or distribution of the Prospectus for services rendered by that person in connection Element Capital has been engaged as Lead Manager to the with the formation or promotion of the Company or the Offer. Offer and will receive a management fee of 2% of the Offer (and any other capital raisings for 12 months after listing), a Jules Le Clezio has provided consulting services to the success fee of 4% of the Offer (and any other capital raisings Company. In the past two years the Company has paid for 12 months after listing) and a monthly retainer of $10,000 approximately $36,000 and intends to grant Mr Le Clezio or for a period of 12 months after Official Listing. his nominee 1,000,000 Options on the successful completion of this offer and listing of the Company on the ASX. The amounts disclosed above are exclusive of any amount of goods and services tax payable by the Company in respect of Hardy Bowen Lawyers act as solicitors to the Company and those amounts. in that capacity have been involved in providing legal advice to the Company in relation to the Offer. The Company will pay approximately $40,000 to Hardy Bowen Lawyers for 12.10 Consents these services. Hardy Bowen Lawyers have provided general legal advice in relation to the various tenement acquisition Each of the parties referred to in this Section: agreements and have or will be paid $10,000 for these services. (a) has not made any statement in this Prospectus or any statement on which a statement in this Prospectus is RSG Global Pty Ltd / Coffey Mining International have based, other than specified below; prepared the Independent Geologist’s Report included

118 Malagasy Minerals Limited Prospectus (b) to the maximum extent permitted by law, expressly (i) to be named in this Prospectus in the form and disclaims all liability in respect of, makes no context which is named; and representation regarding, and takes no responsibility for, any part of this Prospectus, other than the (ii) to the inclusion in this Prospectus of the references to its name and the statement(s) and/or statement(s) and/or report(s) (if any) by that person report(s) (if any) specified below and included in this in the form and context in which it appears in this Prospectus with the consent of that party; and Prospectus.

(c) has given and has not, before the date of this (d) has not outsourced or caused to be issued the Prospectus, with ASIC, withdrawn its written consent: Prospectus or the making of this Offer.

Name Role Statement/Report 12

RSG Global Pty Ltd Independent Geologist Independent Geologist’s Report

WHK Horwath Investigating Accountant Investigating Accountant’s Report

FIDAFRICA Madagascar Tenement status Tenement Report

WHK Horwath Auditors Nil

Hardy Bowen Lawyers Lawyers Nil

Security Transfer Registrars Pty Ltd Share Registry Nil

Element Capital Pty Ltd Corporate Advisers/Lead Manager Nil

12.11 should be read in its entirety. If you have any questions about Restricted Securities its contents or investing in the Company you should contact ASX may classify certain existing Shares on issue in the your stockbroker, accountant or other financial adviser. Company (as apposed to those to be issued under this Prospectus) as being subject to the restricted securities provisions of the Listing Rules. If so classified, such Shares 12.13 Commission to Brokers would be required to be held in escrow for a period The Company will pay fees in accordance with details in determined by ASX and would not be able to be sold, Section 8.8 to Element Capital and Stockbrokers and member mortgaged, pledged, assigned or transferred for that period organisation of ASX and other parties and accepted by the without the prior approval of ASX. Company. The Company may also issue up to 5,000,000 unlisted options to any party or parties assisting the Offer. 12.12 These options will be exercisable at 20 cents per share and Distribution of Prospectus will expire 5 years after the date of issue and maybe subject to The Prospectus has been prepared by the Company. In ASX Escrow provisions. preparing the Prospectus, the Company has taken reasonable steps to ensure that the information in the Prospectus is not false or misleading. In doing so, the Company has had regard 12.14 Documents Available for to the prospectus requirements of the Corporations Act. Inspection Prospective investors should read the full text of the Prospectus Copies of the following documents are available for inspection as the information contained in individual sections is not during normal office hours free of charge at the registered intended to and does not provide a comprehensive review office of MML at Unit 7, 11 Colin Grove, West Perth WA 6005 of the business and financial affairs of the Company nor the for a period of not less than 12 months from the date of this securities offered pursuant to the Prospectus. Prospectus:

No person is authorised to give any information in relation (1) Directors consents for the lodgement of this Prospectus; to or to make any representation in connection with the Offer described in the Prospectus that is not contained in the (2) The Constitution; and Prospectus. Any such information or representation may not be relied upon as having been authorised by the Company in (3) Consents referred to in Section 12.10. connection with the Offer.

This Prospectus provides information to assist investors in deciding whether they wish to invest in the Company and

Malagasy Minerals Limited Prospectus 119 authorisation

This Prospectus is authorised by each of the Directors of the Company and each has consented to the lodgement of this Prospectus in accordance with section 720 of the Corporations Act.

This Prospectus is signed for and on behalf of Malagasy Minerals Limited by:

Max Cozijn

Chairman

13 Dated 23 May 2008

120 Malagasy Minerals Limited Prospectus glossary of terms

These definitions are provided to assist persons in Element Capital Element Capital Pty Ltd ACN 123 870 762. understanding some of the expressions used in this Prospectus. Escrow Agreement Means the escrow agreement defined in Section 8.2. Terms used in the Independent Geologists Report in Section 5 have the same meaning throughout this Prospectus unless Exposure Period In accordance with section 727(3) of the otherwise defined. Corporations Act, the period of 7 days (which may be extended by ASIC to up to 14 days) after lodgement of this Prospectus with ASIC during which the Company must not process Applications.

GST Goods and Services Tax. Allotment Date The day, as determined by the Directors, on which the Shares offered under this Prospectus are allotted. Hendry Consulting Hendry Consulting, a company registered in Mauritius of which Mr Steven Goertz is a sole director and sole 14 Ampanihy Project The Company’s Ampanihy project as described in shareholder. Section 3.3. Indicative Timetable Means the indicative timetable of the Offer in Anjeba Project The Company’s Anjeba project as described in the introduction to this Prospectus. Section 3.4. Investigating Accountant WHK Horwath Perth Audit Partnership Application Form(s) or Form(s) The application form attached to this Prospectus for this Offer. Investigating Accountant’s Report The report prepared by the Investigating Accountant that appears in Section 6. Applicant A person who submits an Application Form. Independent Geologist RSG Global Pty Ltd. Application A valid application for Shares made on an Application Form. Independent Geologist Report The report prepared by the Independent Geologist that appears in Section 5. Application Monies Application monies received by the Company for an Application. Jubilee Platinum A company, Jubilee Platinum PLC, trading on the Alternative Investment Market of the London Stock Exchange ASIC Australian Securities and Investments Commission. Land The land defined in Section 8.4. ASTC ASX Settlement and Transfer Corporations Pty Ltd ACN 008 504 532. Listing Rules The official listing rules of ASX and any other rules of ASX which are applicable while any Shares are admitted to the Official ASTC Operating Rules Operating rules of ASTC, except to the extent List of ASX, each as amended or replaced from time to time, except to of any relief given by ASTC. the extent of any express written waiver by ASX.

ASX ASX Limited ACN 008 624 691 and where the context permits, Long Term Lease The long term lease defined in Section 8.4. the Australian Securities Exchange operated by ASX Limited. Majunga Project The Company’s Majunga project as described in Bekisopa Project The Company’s Bekisopa project as described in Section 3.4. Section 3.4. Mananjary Regional Project The Company’s Mananjary regional Board The board of Directors. project as described in Section 3.3.

BRGM The French-based geoscientific group, Bureau de Recherches MDA Mada-Aust SARL, a wholly-owned subsidiary of the Company Géologiques et Minières. registered in Madagascar.

Business Day A day on which ASX is open for trading. Miary Project The Company’s Miary project as described in Section 3.4. Business Sale Agreement The business sale agreement defined in Section 8.3. Midas Consulting Sarl A company registered in Mauritius of which Mr Jules Le Clezio is sole director and sole shareholder. Business The business defined in Section 8.3. Minimum Subscription The minimum subscription defined in Section CHESS Clearing House Electronic Subregistry System. 2.6.

Closing Date The date specified as the closing date in the Indicative Mining Services Mining Services Sarl a wholly owned subsidiary of Timetable of the Offer. MML registered in Madagascar.

Conditions Precedent The conditions precedent under the Business MML (or Company) Malagasy Minerals Ltd ABN 84 121 700 105. Sale Agreement as defined in Section 8.3(m) or the Long Term Lease as defined in Section 8.4(e) (as the case maybe). MRNL Madagascar Resources NL (ABN 58 061 622 011).

Constitution The current constitution of the Company. Noritic A type of igneous rock (norite) comprising feldspar, pyroxene and olivine. Consultancy Agreement The consultancy agreement defined in Section 8.5. Offer The Offer in Section 2.1.

Corporations Act Corporations Act 2001 (Cth). Offer Period The period from the Opening Date up to and including the Closing Date. Directors The directors of the Company. Official List The official list of ASX. Effective Date The effective date defined in Section 8.3(d).

Malagasy Minerals Limited Prospectus 121 Official Quotation Official quotation of the Company’s Shares on the official list.

Opening Date The date specified as the opening date in the Indicative Timetable.

Option An option granted by the Company to subscribe for one Share.

Optionholder Any person holding Options.

Prospectus This prospectus with the date in Section 13. 14 Purchase Price The purchase price in Section 8.3(a). Rent The rent defined in Section 8.4(b).

Saint Denis Saint Denis Holdings Sarl, a wholly owned subsidiary of MML registered in Madagascar.

Satrokala Project The Company’s Satrokala project as described in Section 3.3.

Section A section of this Prospectus.

Securities A Share or Option issued or granted (as the case may be) by the Company.

Securityholder Any person holding Securities.

Share or Shares An ordinary fully paid voting share in the capital of the Company.

Share Registry Security Transfer Registrars Pty Ltd (ABN 95 008 894 488).

Share Sale Agreement The share sale agreement defined in Section 8.1.

Shareholder Any person holding Shares.

Tenements The tenements referred to in Tenement Report.

Tenement Report The tenement report that appears in Section 7.

Vohibory Project The Company’s Vohibory project as described in Section 3.3.

WST Western Standard Time, being the time in Perth, Western Australia.

122 Malagasy Minerals Limited Prospectus Malagasy Minerals Limited ACN 121 700 105

Share Registrars use only APPLICATION FORM Please read all instructions on reverse of this form

Broker reference – stamp only

A Number of Shares applied for B Total amount payable cheque(s) to equal this amount

at $0.20 each = A$ Broker code Adviser Code you may be allocated all of the Shares above or a lesser number

C Full name details D Tax file number(s) title, given name(s) (no initials) and surname or company name Or exemption category

Name of applicant 1 Applicant 1/company

Name of joint applicant 2 or Joint applicant 2/ trust

Name of joint applicant 3 or Joint applicant 3/exemption

E Full postal address Number/street

Suburb/town State/postcode

F Contact details Contact name Daytime telephone number ( ) Contact email address

G CHESS HIN (if applicable)

H Cheque payment details please fill out your cheque details and make your cheque payable to:‘Malagasy Minerals Limited – Subscription Account’

Drawer Cheque number BSB number Account number Total amount of cheque

I Return of the Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the Company. I/We declare that: (a) this Application is completed according to the declaration/appropriate statements on the reverse of this form and agree to be bound by the Constitution of the Company; and (b) I/we have received personally a copy of the Prospectus accompanying the Application Form, before applying for Shares. No signature is required. You should read the Prospectus dated 23 May 2008 carefully before completing this Application Form. The Corporations Act 2001 (Cth) prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form). guide to Malagasy Minerals Limited application form

This Application Form relates to the Offer of up to 50,000,000 Shares in Malagasy Minerals Limited at $0.20 per Share pursuant to the Prospectus dated 23 May 2008. 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 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 applicable), and an Application Form, on request and without charge. Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the Application Form. Further particulars and the correct forms of registrable titles to use on the Application Form are contained below.

A Insert the number of Shares you wish to apply for. B Insert the relevant amount of Application monies. To calculate your Application monies, multiply the number of Shares applied for by the sum of $0.20. C Write the full name you wish to appear on the statement of holdings. This must be either your own name or the name of the company. Up to three joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and address in the same format as that are presently registered in the CHESS system. D Enter your Tax File Number (TFN) or exemption category. Where applicable, please enter the TFN for each joint Applicant. Collection of TFN(s) is authorised by taxation laws. Official Quotation of your TFN is not compulsory and will not affect your Application. E Please enter your postal address for all correspondence. All communications to you from the share registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered. F Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application. G The Company will apply to ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Stock Exchange Limited. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities allotted to you under this Application in uncertificated form on the CHESS subregister, complete Section G or forward your Offer Application Form to your sponsoring participant for completion of this section prior to lodgement. Otherwise, leave Section G blank and on allotment, you will be sponsored by the Company and an SRN will be allocated to you. For further information refer to section 2.11 of the Prospectus. H Please complete cheque details as requested: Make your cheque payable to ‘Malagasy Minerals Limited – Subscription Account’ in Australian currency and cross it ‘Not Negotiable’. Your cheque must be drawn on an Australian Bank. The amount should agree with the amount shown in Section B. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. I Before completing the Offer Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging the Application Form, the Applicant(s) agrees that this Application is for Shares in the Company upon and subject to the terms of this Prospectus, agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Offer Application Form. Privacy – Please refer to Section 12.3 of the Prospectus for details about the collection, holding and use of your personal information. If you do not provide the information required on this Offer Application Form, the Company may not be able to accept or process your Application. Correct form of Registrable Title Note that only legal entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable title may be included by way of an account designation if completed exactly as described in the example of correct forms of registrable title below:

Type of investor Correct form of Incorrect form of Registrable Title Registrable Title Individual Mr John Alfred Smith JA Smith Use names in full, no initials Minor (a person under the age of 18) John Alfred Smith Peter Smith Use the name of a responsible adult; do not use the name of a minor. Company ABC P/L ABC Pty Ltd Use company title, not abbreviations ABC Co Trusts Mrs Sue Smith Sue Smith Family Use trustee(s) personal name(s), do not use the name of the trust Trust Deceased Estates Ms Jane Smith Estate of late Use executor(s) personal name(s), do not use the name of the deceased John Smith Partnerships Mr John Smith and Mr Michael Smith John Smith and Use partners personal names, do not use the name of the partnership Son

Return your completed Application Form to: By post to: Or delivered to: Malagasy Minerals Limited Malagasy Minerals Limited c/- Security Transfer Registrars Pty Ltd c/- Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153 Application Forms must be received no later than 5.00 pm WST time on the Closing Date.

Malagasy Minerals Limited ACN 121 700 105

Share Registrars use only APPLICATION FORM Please read all instructions on reverse of this form

Broker reference – stamp only

A Number of Shares applied for B Total amount payable cheque(s) to equal this amount

at $0.20 each = A$ Broker code Adviser Code you may be allocated all of the Shares above or a lesser number

C Full name details D Tax file number(s) title, given name(s) (no initials) and surname or company name Or exemption category

Name of applicant 1 Applicant 1/company

Name of joint applicant 2 or Joint applicant 2/ trust

Name of joint applicant 3 or Joint applicant 3/exemption

E Full postal address Number/street

Suburb/town State/postcode

F Contact details Contact name Daytime telephone number ( ) Contact email address

G CHESS HIN (if applicable)

H Cheque payment details please fill out your cheque details and make your cheque payable to:‘Malagasy Minerals Limited – Subscription Account’

Drawer Cheque number BSB number Account number Total amount of cheque

I Return of the Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the Company. I/We declare that: (a) this Application is completed according to the declaration/appropriate statements on the reverse of this form and Return your completed Application Form to: agree to be bound by the Constitution of the Company; and (b) I/we have received personally a copy of the Prospectus accompanying the Application Form, before applying for By post to: Or delivered to: Shares. Malagasy Minerals Limited Malagasy Minerals Limited c/- Security Transfer Registrars Pty Ltd c/- Security Transfer Registrars Pty Ltd No signature is required. PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153 You should read the Prospectus dated 23 May 2008 carefully before completing this Application Form. The Corporations Act 2001 (Cth) prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or Application Forms must be received no later than 5.00 pm WST time on the Closing Date. accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form). guide to Malagasy Minerals Limited application form

This Application Form relates to the Offer of up to 50,000,000 Shares in Malagasy Minerals Limited at $0.20 per Share pursuant to the Prospectus dated 23 May 2008. 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 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 applicable), and an Application Form, on request and without charge. Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the Application Form. Further particulars and the correct forms of registrable titles to use on the Application Form are contained below.

A Insert the number of Shares you wish to apply for. B Insert the relevant amount of Application monies. To calculate your Application monies, multiply the number of Shares applied for by the sum of $0.20. C Write the full name you wish to appear on the statement of holdings. This must be either your own name or the name of the company. Up to three joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and address in the same format as that are presently registered in the CHESS system. D Enter your Tax File Number (TFN) or exemption category. Where applicable, please enter the TFN for each joint Applicant. Collection of TFN(s) is authorised by taxation laws. Official Quotation of your TFN is not compulsory and will not affect your Application. E Please enter your postal address for all correspondence. All communications to you from the share registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered. F Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application. G The Company will apply to ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Stock Exchange Limited. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities allotted to you under this Application in uncertificated form on the CHESS subregister, complete Section G or forward your Offer Application Form to your sponsoring participant for completion of this section prior to lodgement. Otherwise, leave Section G blank and on allotment, you will be sponsored by the Company and an SRN will be allocated to you. For further information refer to section 2.11 of the Prospectus. H Please complete cheque details as requested: Make your cheque payable to ‘Malagasy Minerals Limited – Subscription Account’ in Australian currency and cross it ‘Not Negotiable’. Your cheque must be drawn on an Australian Bank. The amount should agree with the amount shown in Section B. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. I Before completing the Offer Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging the Application Form, the Applicant(s) agrees that this Application is for Shares in the Company upon and subject to the terms of this Prospectus, agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Offer Application Form. Privacy – Please refer to Section 12.3 of the Prospectus for details about the collection, holding and use of your personal information. If you do not provide the information required on this Offer Application Form, the Company may not be able to accept or process your Application. Correct form of Registrable Title Note that only legal entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable title may be included by way of an account designation if completed exactly as described in the example of correct forms of registrable title below:

Type of investor Correct form of Incorrect form of Registrable Title Registrable Title Individual Mr John Alfred Smith JA Smith Use names in full, no initials Minor (a person under the age of 18) John Alfred Smith Peter Smith Use the name of a responsible adult; do not use the name of a minor. Company ABC P/L ABC Pty Ltd Use company title, not abbreviations ABC Co Trusts Mrs Sue Smith Sue Smith Family Use trustee(s) personal name(s), do not use the name of the trust Trust Deceased Estates Ms Jane Smith Estate of late Use executor(s) personal name(s), do not use the name of the deceased John Smith Partnerships Mr John Smith and Mr Michael Smith John Smith and Use partners personal names, do not use the name of the partnership Son

Return your completed Application Form to: By post to: Or delivered to: Malagasy Minerals Limited Malagasy Minerals Limited c/- Security Transfer Registrars Pty Ltd c/- Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153 Application Forms must be received no later than 5.00 pm WST time on the Closing Date.

Malagasy Minerals Limited ACN 121 700 105

Share Registrars use only APPLICATION FORM Please read all instructions on reverse of this form

Broker reference – stamp only

A Number of Shares applied for B Total amount payable cheque(s) to equal this amount

at $0.20 each = A$ Broker code Adviser Code you may be allocated all of the Shares above or a lesser number

C Full name details D Tax file number(s) title, given name(s) (no initials) and surname or company name Or exemption category

Name of applicant 1 Applicant 1/company

Name of joint applicant 2 or Joint applicant 2/ trust

Name of joint applicant 3 or Joint applicant 3/exemption

E Full postal address Number/street

Suburb/town State/postcode

F Contact details Contact name Daytime telephone number ( ) Contact email address

G CHESS HIN (if applicable)

H Cheque payment details please fill out your cheque details and make your cheque payable to:‘Malagasy Minerals Limited – Subscription Account’

Drawer Cheque number BSB number Account number Total amount of cheque

I Return of the Application Form with your cheque for the Application monies will constitute your offer to subscribe for Shares in the Company. I/We declare that: (a) this Application is completed according to the declaration/appropriate statements on the reverse of this form and Return your completed Application Form to: agree to be bound by the Constitution of the Company; and (b) I/we have received personally a copy of the Prospectus accompanying the Application Form, before applying for By post to: Or delivered to: Shares. Malagasy Minerals Limited Malagasy Minerals Limited c/- Security Transfer Registrars Pty Ltd c/- Security Transfer Registrars Pty Ltd No signature is required. PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153 You should read the Prospectus dated 23 May 2008 carefully before completing this Application Form. The Corporations Act 2001 (Cth) prohibits any person from passing on this Application Form (whether in paper or electronic form) unless it is attached to or Application Forms must be received no later than 5.00 pm WST time on the Closing Date. accompanies a complete and unaltered copy of the Prospectus and any relevant supplementary prospectus (whether in paper or electronic form). guide to Malagasy Minerals Limited application form

This Application Form relates to the Offer of up to 50,000,000 Shares in Malagasy Minerals Limited at $0.20 per Share pursuant to the Prospectus dated 23 May 2008. 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 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 applicable), and an Application Form, on request and without charge. Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross referenced to each section of the Application Form. Further particulars and the correct forms of registrable titles to use on the Application Form are contained below.

A Insert the number of Shares you wish to apply for. B Insert the relevant amount of Application monies. To calculate your Application monies, multiply the number of Shares applied for by the sum of $0.20. C Write the full name you wish to appear on the statement of holdings. This must be either your own name or the name of the company. Up to three joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applicants using the wrong form of title may be rejected. Clearing House Electronic Sub-Register System (CHESS) participants should complete their name and address in the same format as that are presently registered in the CHESS system. D Enter your Tax File Number (TFN) or exemption category. Where applicable, please enter the TFN for each joint Applicant. Collection of TFN(s) is authorised by taxation laws. Official Quotation of your TFN is not compulsory and will not affect your Application. E Please enter your postal address for all correspondence. All communications to you from the share registry will be mailed to the person(s) and address as shown. For Joint Applicants, only one address can be entered. F Please enter your telephone number(s), area code, email address and contact name in case we need to contact you in relation to your Application. G The Company will apply to ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Stock Exchange Limited. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold securities allotted to you under this Application in uncertificated form on the CHESS subregister, complete Section G or forward your Offer Application Form to your sponsoring participant for completion of this section prior to lodgement. Otherwise, leave Section G blank and on allotment, you will be sponsored by the Company and an SRN will be allocated to you. For further information refer to section 2.11 of the Prospectus. H Please complete cheque details as requested: Make your cheque payable to ‘Malagasy Minerals Limited – Subscription Account’ in Australian currency and cross it ‘Not Negotiable’. Your cheque must be drawn on an Australian Bank. The amount should agree with the amount shown in Section B. Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. I Before completing the Offer Application Form the Applicant(s) should read the Prospectus to which the Application relates. By lodging the Application Form, the Applicant(s) agrees that this Application is for Shares in the Company upon and subject to the terms of this Prospectus, agrees to take any number of Shares equal to or less than the number of Shares indicated in Section A that may be allotted to the Applicant(s) pursuant to the Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Offer Application Form. Privacy – Please refer to Section 12.3 of the Prospectus for details about the collection, holding and use of your personal information. If you do not provide the information required on this Offer Application Form, the Company may not be able to accept or process your Application. Correct form of Registrable Title Note that only legal entities are allowed to hold Shares. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable title may be included by way of an account designation if completed exactly as described in the example of correct forms of registrable title below:

Type of investor Correct form of Incorrect form of Registrable Title Registrable Title Individual Mr John Alfred Smith JA Smith Use names in full, no initials Minor (a person under the age of 18) John Alfred Smith Peter Smith Use the name of a responsible adult; do not use the name of a minor. Company ABC P/L ABC Pty Ltd Use company title, not abbreviations ABC Co Trusts Mrs Sue Smith Sue Smith Family Use trustee(s) personal name(s), do not use the name of the trust Trust Deceased Estates Ms Jane Smith Estate of late Use executor(s) personal name(s), do not use the name of the deceased John Smith Partnerships Mr John Smith and Mr Michael Smith John Smith and Use partners personal names, do not use the name of the partnership Son

Return your completed Application Form to: By post to: Or delivered to: Malagasy Minerals Limited Malagasy Minerals Limited c/- Security Transfer Registrars Pty Ltd c/- Security Transfer Registrars Pty Ltd PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153 Application Forms must be received no later than 5.00 pm WST time on the Closing Date.

MA L A G A SY LI M I T ED M I N E RA LS

ABN 84 121 700 105 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: DRAFT 3 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.