PROSPECTUS For the offer of 40,000,000 Shares at an issue price of $0.50 each to raise up to $20 million. The minimum subscription is 32,000,000 Shares at an issue price of $0.50 each to raise a total of $16 million.

IMPORTANT INFORMATION This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered speculative.

ACN 141 703 399 PROSPECTUS

IMPORTANT NOTICE This Prospectus is dated 9 July 2010 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates. The expiry date of this Prospectus is at 5.00pm WST on that date which is 13 months after the date this Prospectus was lodged with the ASIC (Expiry Date). No securities may be issued on the basis of this Prospectus after the Expiry Date. Application will be made to ASX within seven (7) days after the date of this Prospectus for Official Quotation of the Shares the subject of this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered speculative. WEB SITE – ELECTRONIC PROSPECTUS A copy of this Prospectus can be downloaded from the website of the Company at www.dampiergold.com. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an application form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company. EXPOSURE PERIOD This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in the Prospectus and, in those circumstances, any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications for securities under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge applications prior to the expiry of the Exposure Period. JORC COMPETENT PERSON STATEMENTS The information in the Investment Highlights section, the Chairman’s Letter, Section 6 of this Prospectus and the Independent Geologist’s Report which has been included in Section 8 of this Prospectus that relates to Mineral Resources or Ore Reserves is based on information reviewed and compiled Mr Maurice Rowley, who is a Member of the Australian Institute of Mining and Metallurgy. Mr Rowley is the Senior Manager Geology and a full time employee of Barrick (Australia Pacific) Limited. Mr Rowley has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr Rowley consents to the inclusion in this Prospectus of the matters based on his information in the form and context in which it appears. Mr Rowley has not withdrawn his consent prior to the lodgement of this Prospectus with the ASIC. The information in Section 6 of this Prospectus and the Independent Geologist’s Report which has been included in Section 8 of this Prospectus that relates to Exploration Results is based on information compiled by Mr Antony Shepherd, who is a Member of the AusIMM. Mr Shepherd is a full time employee of Barrick (Australia Pacific) Limited where he holds the title of Manager Mine Exploration. Mr Shepherd has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr Shepherd consents to the inclusion in this Prospectus of the matters based on his information in the form and context in which it appears. Mr Shepherd has not withdrawn his consent prior to the lodgement of this Prospectus with the ASIC. The information in the Investment Highlights section, the Chairman’s Letter and Section 6 of this Prospectus and the Independent Geologist’s Report which has been included in Section 8 of this Prospectus that relates to Exploration Results, Mineral Resources or Ore Reserves has been reviewed by Mr Jeames McKibben, who is a Member of the AusIMM and the AIG. Mr McKibben is a full time employee of Xstract Mining Consultants Pty Ltd where he holds the title of GM-Corporate Services and Principal Consultant. Mr McKibben has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr McKibben consents to the inclusion in this Prospectus of the matters based on his information in the form and context in which it appears. Mr McKibben has not withdrawn his consent prior to the lodgement of this Prospectus with the ASIC.

i PROSPECTUS

CONTENTS

1. INVESTMENT HIGHLIGHTS ...... 3

2. CORPORATE DIRECTORY ...... 6

3. CHAIRMAN’S LETTER ...... 7

4. INVESTMENT OVERVIEW ...... 8

5. DETAILS OF THE OFFER ...... 10

6. COMPANY AND PLUTONIC DOME PROJECT OVERVIEW ...... 13

7. DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE ...... 25

8. INDEPENDENT GEOLOGIST’S REPORT ...... 27

9. INVESTIGATING ACCOUNTANT’S REPORT ...... 76

10. SOLICITOR’S REPORT ON TENEMENTS ...... 92

11. RISK FACTORS ...... 132

12. MATERIAL CONTRACTS ...... 137

13. ADDITIONAL INFORMATION ...... 141

14. DIRECTORS’ AUTHORISATION ...... 148

15. GLOSSARY ...... 149

2 PROSPECTUS

1. INVESTMENT HIGHLIGHTS

1.1 Investment Highlights • Dampier Gold and its wholly owned subsidiary, Dampier Plutonic, have the right to acquire a package of prospective tenements covering nearly 700km2 of a gold bearing Archaean greenstone belt in central Western Australia (Tenements) under the terms of a conditional Asset Sale Agreement with subsidiary companies of Barrick Gold Corporation (Barrick). • The Tenements surround Barrick’s Plutonic gold mining and processing operation and host defined Mineral Resources of 264,000 ounces of gold and Ore Reserves of 35,000 ounces of gold and an additional substantial inventory of shallow, drill defined gold mineralisation as described in the Independent Geologist’s Report included in Section 8 of this Prospectus. • The Tenements are located in a province with a rich gold endowment and relative immaturity with respect to the other major goldfields in Western Australia, with the first gold discovery only made in the late 1980s. • The Offer under this Prospectus is conditional on the Asset Sale Agreement becoming unconditional with the intention being that the Offer and the acquisition will be completed together. • As part of the Asset Sale Agreement, Dampier Plutonic and Barrick have conditionally agreed to negotiate in good faith with a view to entering into an ore purchase agreement (OPA). If successfully negotiated, the terms of the OPA will allow Dampier Plutonic to treat its ore at Barrick’s Plutonic processing facility, providing a fast track to gold producer status with modest capital outlays. • Dampier Gold is well supported by its cornerstone investor Barrick Plutonic which will acquire a substantial holding in the Company on completion of the Asset Sale Agreement. • The Company has a Board of seasoned professionals each with experience exceeding 25 years in various technical/financial roles in the mining, consulting and banking industries.

1.2 Offer Statistics Offer Price $0.50 per Share Shares being offered under the Prospectus* 40,000,000 Amount to be raised under the Offer* $20,000,000 Shares on issue following the Offer* 54,350,004 *Assuming the Offer is fully subscribed

1.3 Indicative Timetable Lodgement of Prospectus with the ASIC 9 July 2010 Opening Date 19 July 2010 Closing Date 5.00pm WST on 13 August 2010 Completion of Offer and Asset Sale Agreement 20 August 2010 Despatch of Holding Statements 24 August 2010 Expected date for listing on ASX 31 August 2010

Important Note: These dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and other applicable laws, to vary the dates of the Offer, including extending the Closing Date or accepting late applications, either generally or in particular cases, without notifying you. Investors are encouraged to submit their Application Form as soon as possible. Any extension of the Closing Date will have a consequential effect on the date of the issue of the Shares. The Offer does not require Shareholder approval.

3 PROSPECTUS

1.4 Key Investment Risks The key risks associated with an investment in the Company are set out in Section 11 of this Prospectus. You should consider these risks before deciding on whether to apply for Shares under this Prospectus. A summary of some of the key risks include:

Risk area Risks

Failure to Satisfy The minimum annual expenditure commitments have not been met in respect of a number Expenditure Commitments of the Tenements, details of which are set out in the Solicitor’s Report on Tenements in Section 10 of this Prospectus. Although exemption applications have been lodged and are pending in relation to these Tenements (or will be lodged within the required time), should these exemptions fail to be granted, the failure to meet the expenditure requirements may result in the forfeiture of all or part of the relevant Tenements. If only the minimum subscription is raised under the Offer, the Company is of the view that it will not have sufficient funds to meet the minimum expenditure commitments for some of the Tenements in its second year post listing. Unless the Company obtains exemptions in relation to this expenditure, or raises additional funding by other means, or enters into farm outs or joint ventures in relation to these Tenements, the Company may be required to relinquish or forfeit all or part of these Tenements. If required, the Company will review its exploration program at the end of its first year in relation to identifying any Tenements that can be relinquished. The Company does not consider its objectives as set out in Section 4.4 of this Prospectus will be adversely affected by any such relinquishment.

Environmental Bonds The Tenements are subject to substantial unconditional performance bonds (approximately $5.17 million) to cover the anticipated cost of rehabilitation of historical mining on the Tenements. While the Company will have sufficient funds, on completion of the Offer, to replace these bonds as required by the Asset Sale Agreement, the bonds may be increased in the future, either in relation to historical mining or new mining activities, which the Company would need to fund. In addition, while the Company considers actual rehabilitation costs will be substantially lower than the current bond amounts, there can be no assurance given that actual rehabilitation costs may need to be incurred in excess of the amount of the bonds.

Taxation Any change in the Company’s tax status or the tax applicable to holding Shares or in taxation legislation or its interpretation could affect the value of the investments held by the Company, affect the Company’s ability to provide returns to Shareholders and/or alter the post–tax returns to Shareholders.

Barrick Ore Purchase There is no assurance that the Company and Barrick will successfully negotiate the terms Agreement of an Ore Purchase Agreement. If the Company is unable to negotiate an Ore Purchase Agreement, it will need to incur additional expenditure to process any ore from the Tenements. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to Shareholders.

Additional Requirements The funds raised under the Offer are considered sufficient to meet the exploration and for Capital evaluation objectives of the Company, although if only the minimum subscription is raised the Company may not be able to meet the minimum expenditure requirements on some of the Tenements. Additional funding may be required in the event exploration costs exceed the Company’s estimates. To effectively implement its business and operations plans in the future, to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur, additional financing will be required.

4 PROSPECTUS

Risk area Risks Resource Estimates Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

Title risk Although the Company has investigated title to all of the Tenements (as detailed in the Tenement Report in Section 10 of this Prospectus), the Company cannot give any assurance that title to the Tenements will not be challenged or impugned. The Tenements may be subject to prior unregistered agreements or transfers or title may be affected by undetected defects or native title claims.

Aboriginal Heritage Archaeological and ethnographic surveys in the Tenements have identified a number of sites of significance which have been registered with the Department of Indigenous Affairs. Approvals are required if these sites will be impacted by exploration or mining activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

Exploration, Development Exploration, development and operations risks apply to the Company. Refer to Section 11 and Operation Risk of this Prospectus for details.

5 PROSPECTUS

2. CORPORATE DIRECTORY

Directors Share Registry* Russell Skirrow Computershare Investor Services Pty Ltd Non-Executive Chairman Level 2 45 St Georges Terrace Richard Burden PERTH WA 6000 Non-Executive Director Telephone: 1300 557 010 Philip Retter Facsimile: (08) 9323 2033 Non-Executive Director

Solicitors to the Company Senior Management Steinepreis Paganin Julian Stephens Lawyers and Consultants Chief Executive Officer Level 4, The Read Buildings 16 Milligan Street Richard Hay PERTH WA 6000 Chief Operating Officer

Auditors and Investigating Accountant Company Secretary Stantons International Pty Ltd Susan Hunter Level 1 1 Havelock Street WEST PERTH WA 6005

Registered Office Suite 21 589 Stirling Highway Independent Geologist COTTESLOE WA 6011 Xstract Mining Consultants Pty Ltd Level 20 Telephone: (08) 6365 5115 333 Ann Street Facsimile: (08) 6365 5116 Brisbane QLD 4000

Website www.dampiergold.com

* This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus.

Investor enquiries should be directed in the first instance to either Computershare on 1300 557 010 or Phil Retteron [email protected] or mobile 0407 440 882.

6 PROSPECTUS

3. CHAIRMAN’S LETTER

Dear Investor, On behalf of the Board of Directors, it is with great pleasure that I invite you to participate in the initial public offering of Dampier Gold Ltd (Dampier Gold or the Company). Dampier Gold is aiming to become an ASX listed Australian gold exploration company. To this end, the Company and its wholly owned subsidiary, Dampier Plutonic, have entered into an asset sale agreement with subsidiaries of Barrick Gold Corporation (Barrick) to acquire a package of prospective tenements covering nearly 700km2 of a gold bearing Archaean greenstone belt in central Western Australia (Tenements). The Tenements surround Barrick’s Plutonic gold mining and milling operation and host defined Mineral Resources of 264,000 ounces of gold and Ore Reserves of 35,000 ounces of gold reported in accordance with the JORC Code and an additional substantial inventory of shallow, drill defined gold mineralisation as described in the Independent Geologist’s Report included in Section 8 of this Prospectus. Under the asset sale agreement with Barrick, which was entered into on 5 March 2010 (Asset Sale Agreement), Dampier Plutonic will, subject to the satisfaction of outstanding conditions, acquire the Tenements and associated assets (the Plutonic Dome Project). The Company is seeking to raise funds and list on the ASX under this Prospectus (Offer), with the funds raised to be used to satisfy the acquisition costs of the Plutonic Dome Project and to carry out a rigorous reassessment of the known gold deposits as well as completing additional drilling and feasibility studies with the objective, if viable, of achieving sustainable gold production in the medium term. The Offer under this Prospectus is conditional on the Asset Sale Agreement becoming unconditional with the intention being that the Offer and the acquisition will be completed together. A detailed summary of the Asset Sale Agreement and the outstanding conditions are set out in Section 12.1 of this Prospectus. As part of the acquisition, Dampier Plutonic and Barrick have, subject to the successful delineation of additional gold ore reserves from the Tenements and preparation of a mine plan by Dampier Plutonic, agreed to negotiate in good faith with a view to entering into an ore purchase agreement (OPA) on terms set out in the Asset Sale Agreement. If successfully negotiated, the terms of the OPA will allow Dampier Plutonic to treat its ore at Barrick’s Plutonic processing facility, thus providing a fast track to gold producer status with modest capital outlays. The Tenements are located in a province with a rich gold endowment and relative immaturity, with the first gold discovery only made in the late 1980s. Previous mine production from within the Tenements (from 40 open pits that produced some 580,000 ounces of gold) and undeveloped discoveries occurred during the 1990s and early 2000s, in which time the gold price oscillated between approximately US$420/oz and US$250/oz. Many of these open pits were shallow and had short lives. Opportunity knocks for Dampier Gold as gold mining is very different in 2010 at close to US$1,200/oz gold. Dampier Gold is well supported by its cornerstone investor Barrick Plutonic which will acquire a substantial holding in the Company on completion of the Asset Sale Agreement. The Company has a Board of seasoned professionals each with experience exceeding 25 years in various technical/financial roles in the mining, consulting and banking industries. I commend this Offer to you and we look forward to welcoming you as a new Shareholder of Dampier Gold. Yours sincerely

Dr. Russell Skirrow CHAIRMAN

7 PROSPECTUS

4. INVESTMENT OVERVIEW

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

4.2 Objectives The strategic objectives of the Company are to continue the assessment of the main Mineral Resource areas and exploration targets within the Plutonic Dome Tenements with a view to advancing them, through additional evaluation and exploration, to the development stage. The Company will also continue to actively explore the Plutonic Dome Tenements and over time assess other gold acquisition opportunities in the region. On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

4.3 Indicative Timetable Lodgement of Prospectus with the ASIC 9 July 2010 Opening Date 19 July 2010 Closing Date 5.00pm WST on 13 August 2010 Completion of Offer and Asset Sale Agreement 20 August 2010 Despatch of holding statements 24 August 2010 Expected date for listing on ASX 31 August 2010

Important Note: These dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and other applicable laws, to vary the dates of the Offer, including extending the Closing Date or accepting late applications, either generally or in particular cases, without notifying you. Investors are encouraged to submit their Application Form as soon as possible. Any extension of the Closing Date will have a consequential effect on the date of the issue of the Shares. The Offer does not require Shareholder approval.

4.4 Purpose of the Offer and Use of Proceeds It is intended to apply funds raised from the Offer as follows assuming the Offer is fully subscribed to raise $20 million.

Item Year 1 Year 2 Total

Acquisition costs (including outgoings and stamp duty) $872,000 $75,000 $947,000 Environmental Bond replacement $2,000,000 $3,180,000 $5,180,000 Evaluation and exploration $5,190,950 $5,292,050 $10,483,000 Expenses of issue $1,206,000 - $1,206,000 Administration Costs $1,089,000 $1,095,000 $2,184,000 Total $10,357,950 $9,642,050 $20,000,000

8 PROSPECTUS

It is intended to apply funds raised from the Offer as follows assuming the Offer only raises the minimum subscription of $16 million.

Item Year 1 Year 2 Total

Acquisition costs (including outgoings and stamp duty) $872,000 $75,000 $947,000 Environmental Bond replacement $2,000,000 $3,180,000 $5,180,000 Evaluation and exploration $5,018,550 $2,207,650 $7,226,200 Expenses of issue $1,006,000 - $1,006,000 Administration Costs $817,400 $823,400 $1,640,800 Total $9,713,950 $6,286,050 $16,000,000

Funds raised in excess of the minimum subscription amount (but less than the maximum subscription) will be applied first towards additional evaluation and exploration and secondly to working capital. The above tables are a statement of current intentions as of the date of lodgement of this Prospectus with the ASIC. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis. The Directors believe the funds raised from the Offer will give the Company sufficient working capital to achieve its objectives as stated in the above tables.

4.5 Capital Structure The capital structure of the Company following completion of the Offer is summarised below 1: Shares Number % Shares on issue at date of Prospectus 10,950,004 20.1 Shares to be issued to Barrick on Completion of Asset Sale Agreement 3,400,000 6.3 Shares now offered 40,000,000 73.6 Total Shares on issue at completion of the Offer 2 54,350,004 100%

Options Options on issue at date of Prospectus 3 6,000,000 Consideration Options to be issued to Barrick on Completion of Asset Sale Agreement 4 10,000,000 Options now offered Nil Total Options on issue at completion of the Offer 2 16,000,000

Notes: 1. Refer to Investigating Accountant’s Report for further information. 2. Assumes that the Offer is fully subscribed. 3. Exercise price of $0.20, expiring 31 December 2011. 4. Exercise price of $0.50, 5,000,000 Options expiring 31 October 2011 and 5,000,000 Options expiring 31 December 2011. If only the minimum subscription is raised, and no other Shares are issued or Options exercised, Barrick will have a fully diluted entitlement to approximately 23.8% of the Company’s Shares. Barrick must comply with the Corporations Act to increase its relevant interest in the Company’s Shares above 20%.

Restricted securities Subject to the Company being admitted to the Official List, certain of the Shares and Options on issue prior to the Offer and certain of the Shares issued on the exercise of the Options on issue prior to the Offer, are likely to be classified by ASX as restricted securities and will be required to be held in escrow.

9 PROSPECTUS

5. DETAILS OF THE OFFER

5.1 The Offer By this Prospectus, the Company offers for subscription up to 40,000,000 Shares at an issue price of $0.50 each to raise up to $20 million. The Shares offered under this Prospectus will rank equally with the existing Shares on issue.

5.2 Conditions of the Offer The Offer is conditional upon the Asset Sale Agreement becoming unconditional. The Asset Sale Agreement, and the conditions to which it is subject, are summarised in Section 12.1 of this Prospectus.

5.3 Consequence if Conditions of Offer not satisfied If the Asset Sale Agreement and hence this Offer does not become unconditional within four (4) months after the date of this Prospectus, none of the Shares offered under the Offer under this Prospectus will be allotted or issued. In these circumstances, all applications will be returned to investors as soon as practicable.

5.4 Applications Applications for Shares offered under this Prospectus must be made using the Application Form. Payment for the Shares must be made in full at the issue price of $0.50 per Share. Applications for Shares must be for a minimum of 4,000 Shares and thereafter in multiples of 1,000 Shares. Completed Application Forms and accompanying cheques must be delivered to: Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth WA 6000 or mailed to:

Computershare Investor Services Pty Limited GPO Box D182 Perth WA 6840 Cheques should be made payable to “Dampier Gold Ltd – IPO A/C” and crossed “Not Negotiable”. Completed Application Forms must reach one of the above addresses by no later than the Closing Date. The Company reserves the right to close the Offer early.

5.5 Oversubscriptions The Company will not accept oversubscriptions.

5.6 Allotment Subject to ASX granting conditional approval for the Company to be admitted to the Official List, the minimum subscription being raised and the Asset Sale Agreement becoming unconditional, allotment of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date. Prior to allotment, all application monies shall be held by the Company on trust. The Company, irrespective of whether the allotment of Shares takes place, will retain any interest earned on the application monies. The Directors reserve the right to allot Shares in full for any application or to allot any lesser number or to decline any application. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus application monies will be returned by cheque to the applicant within seven (7) days of the allotment date.

10 PROSPECTUS

5.7 Minimum Subscription The minimum subscription to be raised pursuant to this Prospectus is 32,000,000 Shares at an issue price of $0.50 each to raise a total of $16 million. If the minimum subscription has not been raised within four (4) months after the date of this Prospectus, all applications will be dealt with in accordance with the Corporations Act (which provides for subscribers to be given the right to withdraw their acceptance of the Offer).

5.8 ASX Listing The Company will apply to ASX within seven (7) days after the date of this Prospectus for admission to the Official List and for Official Quotation of the Shares offered under this Prospectus. If the Shares are not admitted to Official Quotation within three (3) months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, all applications will be dealt with in accordance with the Corporations Act (which provides for subscribers to be given the right to withdraw their acceptance of the Offer).

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

5.10 Underwriter The Offer is not underwritten.

5.11 Commissions on Application Forms The Company reserves the right to pay a commission of up to 5% (exclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian Financial Services licensee in respect of valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

5.12 CHESS The Company will apply to participate in the Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASTC Settlement Rules. Under CHESS, the Company will not issue certificates to investors. Instead, Shareholders will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement.

5.13 Risk factors Prospective investors in the Company should be aware that subscribing for securities the subject of this Prospectus involves a number of risks. These risks are set out in Section 11 of this Prospectus and investors are urged to consider those risks carefully (and if necessary, consult their professional adviser) before deciding whether to invest in the Company. The risk factors set out in Section 11, and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Shares. Accordingly, an investment in the Company should be considered speculative.

11 PROSPECTUS

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

12 PROSPECTUS

6. COMPANY AND PLUTONIC DOME PROJECT OVERVIEW

6.1 Background Dampier Gold Limited (Dampier or the Company) is an unlisted public Australian company incorporated in 2010 with the objective of identifying under-explored gold projects offering good upside potential for discovery, evaluation and rapid development. To this end, the Company and its wholly owned subsidiary, Dampier Plutonic, have entered into an asset sale agreement with Barrick Plutonic and Plutonic Gold (subsidiary companies of Barrick Gold Corporation (together Barrick or the Vendors) to acquire a package of prospective tenements covering nearly 700km2 of a gold bearing Archaean greenstone belt in central Western Australia (Tenements). The Tenements surround Barrick’s Plutonic gold mining and processing operation and host defined Mineral Resources of 264,000 ounces of gold and Ore Reserves of 35,000 ounces of gold and an additional substantial inventory of shallow, drill defined gold mineralisation as described in the remainder of this Section and the Independent Geologist’s Report included in Section 8 of this Prospectus.

6.2 Barrick Asset Sale Agreement Under the asset sale agreement with Barrick, which was entered into on 5 March 2010 (Asset Sale Agreement), Dampier Plutonic will, subject to the satisfaction of outstanding conditions, acquire the Tenements and associated assets (the Plutonic Dome Project). The Offer under this Prospectus is conditional on the Asset Sale Agreement becoming unconditional with the intention being that the Offer and the acquisition will be completed together. A detailed summary of the Asset Sale Agreement is set out in Section 12.1 of this Prospectus. The outstanding conditions to completion of the Asset Sale Agreement are: (a) completion by the Company of an equity capital raising of at least $6,000,000 by way of an initial public offering (which may be satisfied by this Offer); (b) ASX granting conditional approval to the Company to be admitted to the Official List on conditions satisfactory to the Company; (c) the parties obtaining all necessary governmental consents and approvals to the transaction; and (d) Dampier Plutonic, Plutonic Gold, the Vendors and each relevant third party entering into a deed of assignment and assumption in relation to a number of ancillary agreements (if required prior to completion under the terms of the ancillary agreements). The Company obtained shareholder approval for the acquisition at a general meeting held on 28 June 2010.

6.3 Key Objectives The Company’s initial key objectives are: (a) to expand and evaluate the advanced resource and exploration projects to determine their economic potential and optimum development path and, if viable, advance towards gold production; and (b) to explore opportunities in the under-explored areas of the Plutonic Dome Project in geological positions that are prospective for hosting large gold deposits similar to Barrick’s neighbouring Plutonic Gold Mine which has produced approximately 3.70 million ounces from five open pits and two underground operations since 1990.

13 PROSPECTUS

Location of the Plutonic Dome project

The Asset Sale Agreement includes a framework for the negotiation of an Ore Purchase Agreement with Barrick, pursuant to which Dampier may utilise the available capacity at the 1.9 million tonne per annum gold processing facility located at the Plutonic mine to process ore produced from the Tenements. Further details of the proposed terms of the Ore Purchase Agreement are set out in Section 12.3 of this Prospectus. Subject to the successful negotiation of the Ore Purchase Agreement and the identification of commercial quantities of gold reserves, Dampier will be provided with the opportunity to progress into gold production for a relatively modest upfront capital outlay.

6.4 Overview of Plutonic Dome Project The Archaean Plutonic Well greenstone belt is approximately 60km long by 10km wide, but its potential to host significant gold mineralisation was unrecognised until the time of the first gold discovery at Plutonic Well in 1987. Open pit mining at what is now known as the Plutonic Gold Mine commenced in 1990 and by 1995 both underground and open mines were in operation. In 1988 and 1990, the K1 and K2 deposits were discovered in the Marymia area along the northern part of the belt. This was followed by the Marwest, Mareast, Triple P, Pelican, Albatross and Flamingo discoveries in 1992 located in the central area of the belt. These deposits are all contained in the Tenements being acquired by the Company. Following a period of ownership consolidation between 1998 and 2001, the entire greenstone belt fell under the control of Barrick. Since mining commenced in 1990, approximately 4.7 million ounces of gold has been produced from 57 open pits (including cut-backs) and 4 underground mines within the Plutonic Well greenstone belt.

14 PROSPECTUS

Geological setting of the Plutonic Well and Baumgarten greenstone belts and location of the Tenements

The Plutonic Dome project covers the majority of the Plutonic Well greenstone belt and a portion of the smaller Baumgarten greenstone belt to the east. Previous production from within the Tenements is estimated at 580,000 ounces of gold from 40 open pits. Most of this production was from the K1/K1SE (62,000 oz Au), K2 (134,000 oz Au), Triple P (95,000 oz Au) and Marwest (46,000 oz Au) deposits. Rehabilitation of the previous mining related disturbances has been carried out to a high standard.

15 PROSPECTUS

Geology of the Plutonic Well greenstone belt showing main mines and prospects contained within the Tenements being acquired by Dampier (blue outline)

The Barrick treatment facility at the Plutonic mine has processed in excess of 41 million tonnes of ore and produced approximately 4.1 million ounces of gold since it was commissioned in 1990. The treatment facility is currently, and in the future expected to be, operating below its nameplate capacity of 1.9 million tonnes per annum. The Asset Sale Agreement includes the framework for the negotiation of an Ore Purchase Agreement for the processing of Dampier’s ore at the Barrick facility and it is envisaged that a binding contract will be executed prior to the Company commencing any mine development activities. A network of established haul roads throughout the Tenements also enhances the Company’s ability to advance into gold production with modest capital outlays.

6.5 Details on the Assets The Tenements being acquired by Dampier currently comprises 80 granted mineral titles (Mining Leases, Exploration Licences and Prospecting Licences) and 8 mining lease applications hosting 40 former open pits that have collectively produced some 580,000 ounces of gold. The package contains an Indicated and Inferred Resource of 264,100 ounces of gold reported by Barrick in accordance with the JORC Code, of which 179,000 ounces is designated as underground and 85,100 ounces is designated as open pit. Of these, the most significant resource is found at the undeveloped Trident deposit (156,700 oz Au).

16 PROSPECTUS

Deposit OP/UG Indicated Inferred Total Tonnes Grade Tonnes Grade Tonnes Grade Contained (g/t Au) (g/t Au) (g/t Au) metal (oz)

K2 OP 88,000 2.8 9,000 2.1 97,000 2.8 8,600 UG 104,000 5.1 32,000 4.9 136,000 5.1 22,300 Sub-total 192,000 4.1 41,000 4.3 233,000 4.1 30,900 Trident OP ------UG 754,000 6.1 53,000 5.1 806,000 6.0 156,700 Sub-total 754,000 6.1 53,000 5.1 806,000 6.0 156,700 Albatross OP 194,000 1.8 103,000 2.8 297,000 2.2 20,800 - Flamingo UG ------Sub-total 194,000 1.8 103,000 2.8 297,000 2.2 20,800 K1 SE OP 311,000 2.7 27,000 2.3 338,000 2.7 29,000 UG ------Sub-total 311,000 2.7 27,000 2.3 338,000 2.7 29,000 Triple P OP 283,000 2.8 11,000 3.6 294,000 2.8 26,700 UG ------Sub-total 283,000 2.8 11,000 3.6 294,000 2.8 26,700 Total 1,734,000 4.3 235,000 3.6 1,968,000 4.2 264,100

Plutonic Dome project Mineral Resources as at 31 December 2009 Source: Barrick, 2009 Mineral Resources are exclusive of Ore Reserves OP = open pit, UG = underground Open pit resources are reported within an optimized pit shell at A$845/oz Au Due to rounding, tonnages and grades may not equate to exact contained ounces 100% equity basis

In addition to the existing K2 underground gold resource of 30,900 ounces, there is a Probable Reserve of 35,200 ounces.

Deposit Classification Tonnes Grade (g/t Au) Contained metal (oz)

K2 Proved - - - Probable 222,000 4.9 35,200 Total 222,000 4.9 35,200

Plutonic Dome Project Ore Reserves as at 31 December 2009 Source: Barrick, 2009 Due to rounding, tonnages and grades may not equate to exact contained ounces 100% equity basis

Beyond the defined resources and reserves, 25 former open pit mines host remnant mineralisation which currently resides outside of an optimised pit shell established at a gold price of A$845/oz. Whilst this drill defined inventory has not been assessed to determine its viability under current economic conditions, it provides a strong basis for further increases in the Company’s defined resource base going forward. The Company has estimated potential for some 8.0 million tonnes to 11.5 million tonnes of mineralised material grading between 1.7g/t Au and 2.4g/t Au as an open pit exploration target as defined under Section 18 of the JORC Code 1. A detailed explanation of this exploration target is provided in the Independent Geologist’s report in Section 8 of this Prospectus. Dampier proposes to re-evaluate the sources of this exploration target as a priority with a view towards upgrading the status of the mineralisation in accordance with JORC Code reporting guidelines.

Note: 1. The potential quantity and grade of this target is conceptual in nature and there is no guarantee that future exploration or economic studies will result in the determination of a Mineral Resource in accordance to the JORC Code. The basis for this exploration target size is explained in detail Section 2.4 of the Independent Geologist’s Report in Section 8 of this Prospectus.

17 PROSPECTUS

The Company believes that there are also significant greenfields and brownfields exploration opportunities within the greenstone belt. Gold mineralisation identified to date within the Plutonic Well greenstone belt is best developed onthe northwestern margin. Deposits include Barrick’s Plutonic Gold Mine, and the Trident, K1 and K2 deposits being acquired by Dampier. These deposits typically occur in mafic to ultramafic greenstone rocks over-thrust in part by granite and often lack significant alteration haloes and quartz lodes. Such geological complexities present an important opportunity to Dampier, with large deposits potentially missed by previous explorers. Previous explorers have completed extensive, albeit largely shallow exploration over the Plutonic Well belt. Significant geochemical anomalies lack meaningful drill testing particularly in areas adjacent to and between the former open pits. The following figures show all drill holes within the project database greater than 50m depth and 100m depth respectively. Most noteworthy is the lack of drilling along the prospective northwestern margin of the belt and along the host trends to the known deposits.

All drill holes greater than 50 metres depth

18 PROSPECTUS

All drill holes greater than 100 metres depth

6.6 Dampier’s Aims Dampier’s principal aim upon completion of the acquisition of the Plutonic Dome Project is to evaluate as soon as practicable the potential for progressing to gold production. This will be achieved commencing with a period of rigorous geological assessment, resource evaluation drilling and mining feasibility studies. Exploration will also focus on the identification of smaller, near surface gold resources that are inexpensive to mine and easy to process. At the same time, Dampier will focus on those geological positions within the belt that best afford the opportunity for the identification of another Plutonic-sized deposit. The future direction of the Company will be very much determined by the results of the Stage 1 programme. However it is envisaged that in Stage 2, Dampier will be giving priority towards advancing any potential gold production opportunities while simultaneously progressing an aggressive exploration programme to identify and prove-up new gold resources. A brief summary of Dampier’s key exploration targets is presented as follows: (a) Trident The undeveloped Trident deposit includes an Indicated and Inferred Resource of 806,800t at 6.0g/t Au for 156,700 ounces that was viewed by Barrick as an underground development opportunity. The high grade zone making up this resource mostly occurs at depths of between 150 metres to 250 metres below surface, although there are significant quantities of lower grade gold mineralisation extending to surface not included in this estimate. Dampier will re-evaluate Trident as a staged development with an open pit mine potentially transitioning into an underground operation to ultimately exploit the higher grade mineralisation at depth. Dampier’s open-pit exploration target as defined under Section 18 of the JORC Code 2 is 2.5 million tonnes to 4.7 million tonnes with a gold grade ranging from 1.4g/t Au to 3.4g/t Au.

Note: 2. The potential quantity and grade of this target is conceptual in nature and there is no guarantee that future exploration or economic studies will result in the determination of a Mineral Resource in accordance to the JORC Code. The basis for this exploration target size is explained in detail Section 2.4 of the Independent Geologist’s Report in Section 8 of this Prospectus.

19 PROSPECTUS

As a part of the Trident evaluation, Dampier will develop an improved understanding of the structural geology and controls on gold grade distribution. The economics of an open pit development could also be enhanced by drilling previously untested up-dip and along strike extensions to the defined mineralisation.

Schematic cross-section through the Trident deposit showing the paucity of up-dip drilling

20 PROSPECTUS

(b) K1 and K2 area At K2, the Company is acquiring an underground Indicated and Inferred Resource of 136,000t at 5.1g/t Au for 22,300 ounces of gold and an additional Probable Reserve of 222,000t at 4.9g/t Au for 35,200 ounces located directly beneath the former K2 open pit that was mined during the 1990s. A decline was previously developed into this resource to access the high grade ore shoots extending below the open pit, however it was abandoned in 1998 due to a fall in the gold price.

Longitudinal section of mineralisation expending below the former K2 open pit

While potential remains to expand the current underground resource at depth, the Company plans to continue the assessment of the well mineralised, although partially drill tested, corridor hosting the K1 and K2 deposits to expand the two small open pit resources already defined that immediately adjoin the former K1 and K2 open pits (Indicated and Inferred Resources of 338,000 tonnes at 2.7g/t Au and 97,000 tonnes at 2.8g/t Au respectively). A further parallel mineralised trend to the immediate southeast hosting the K2 SE Laterite deposit and the Zones 249 and 249 South prospects will also be drill tested.

21 PROSPECTUS

Location of the main deposits and prospects in the K1 and K2 area

Based on the drilling completed to date along this corridor, Dampier considers there is potential for some 1.9 million tonnes to 2.1 million tonnes of mineralised material grading between 1.9g/t Au and 2.2g/t Au as an open pit exploration target as defined under Section 18 of the JORC Code 3.

Note: 3. The potential quantity and grade of this target is conceptual in nature and there is no guarantee that future exploration or economic studies will result in the determination of a Mineral Resource in accordance to the JORC Code. The basis for this exploration target size is explained in detail Section 2.4 of the Independent Geologist’s Report in Section 8 of this Prospectus.

22 PROSPECTUS

(c) Budgie Corridor The Budgie Corridor (which includes the Cobalt and Cinnamon prospects) is an extensive geochemically anomalous gold zone located along the contact between mafic-ultramafic and metasedimentary sequences in the central area of the Plutonic Well greenstone belt. The only production from within the Budgie Corridor was from a shallow laterite pit (now part of the Cinnamon prospect) which was mined in 1997.

Gold-in-soil geochemical anomalies in the Budgie and Minneritchie areas

Primary gold mineralisation along the Budgie Corridor is hosted almost exclusively within sheared conglomerates. Supergene enrichment has resulted in localised thickened mineralised zones and improved gold grades about the base of complete oxidation and top of fresh rock interfaces. While insufficient drilling has been completed at this stage, Dampier is encouraged by the extent, grade and thickness of these intersections. Barrick previously prepared tonnage and grade estimates for a proposed open pit development of the shallower supergene mineralisation at both the Cinnamon and Cobalt prospects. While these estimates do not currently meet the requirements of the JORC Code, they are reported here as an open pit exploration target of 0.75 million tonnes to 0.85 million tonnes of mineralised material grading between 1.6g/t Au and 2.6g/t Au as defined under Section 18 of the JORC Code 4. Dampier considers the potential of the Budgie Corridor for large-tonnage gold discoveries to be high given the broad surface geochemical anomaly associated with the defined deposits and paucity of deeper drilling outside of the immediate Cinnamon and Cobalt deposit areas. In particular, Dampier considers the lightly drill-tested strike extents to the southwest of Budgie- Cinnamon area towards Triple P to be particularly prospective.

Note: 4. The potential quantity and grade of this target is conceptual in nature and there is no guarantee that future exploration or economic studies will result in the determination of a Mineral Resource in accordance to the JORC Code. The basis for this exploration target size is explained in detail Section 2.4 of the Independent Geologist’s Report in Section 8 of this Prospectus.

23 PROSPECTUS

(d) Minneritchie area The Minneritchie area includes several former open pits (Triple P, Albatross-Flamingo, Exocet and Pelican) corresponding to a significant curve in the greenstone belt in a geological setting similar to the Plutonic deposit to the southwest. Dampier proposes to re-examine the complete area including the defined open pit resources at Albatross-Flamingo (Indicated and Inferred Resource of 297,000 tonnes at 2.2g/t Au) and Triple P (Indicated and Inferred Resource of 294,000 tonnes at 2.8g/t Au) contained within a widespread and partly untested geochemical anomaly.

24 PROSPECTUS

7. DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE

7.1 Directors Dr Russell Skirrow Chairman BSc (Hons), PhD, D.I.C., C. Eng., Fellow FINSIA Russell has a broad mix of technical, financial and management experience over a 32 year career in the global mining industry (working with both Gold Fields South Africa Ltd and Western Mining Corporation in Africa, Australia and North America) and subsequently in the investment banking/stockbroking industry, both in Australia and UK. Prior to joining Dampier, Russell was the Global Chairman of Merrill Lynch Metals and Mining investment banking team based in London, before relocating back to Australia and pursuing a career as a professional company director. Russell achieved an honours degree in geology from the University of Durham (1979) and a PhD in minerals geochemistry from Royal School of Mines, Imperial College, University of London (1983) with D.I.C. (Diploma of Imperial College). Russell is a Member of the Institute of Materials, Minerals & Mining (M.I.M.M.M.), Chartered Engineer (C.Eng.), Fellow of FINSIA (F.FIN.), and also a Non Executive Director of Russian precious metals miner, JSC Polymetal, listed in Moscow and London. Mr Philip Retter Non-Executive Director BAppSc (Hons), MAIG Phil is a geologist and has accumulated 25 years experience in the mining, consulting and financial industries. He has held senior positions in gold mining companies and in the late 1980s, led the exploration team at the Lawlers Gold Project that discovered the Genesis/New Holland deposits that is still being mined to the present day. During the 1990s, Phil was based in SE Asia where he was personally involved in numerous mineral property transactions for new and existing companies on the Australian and Canadian securities exchanges. In 1996 he was appointed to manage the Jakarta office of a large international mining consultancy. Phil relocated to Perth in 2000 to manage the Corporate Services division of that consultancy and was involved in listings and M&A transactions in the Australian, London and Canadian markets. In 2006 Phil was appointed as a Corporate Finance Director at a large Australian stockbroking firm. During his tenure he funded 3 new mining companies on the ASX and raised in excess of $100 million of new equity capital. Phil is currently a Director of New Holland Capital, the corporate advisory arm of the natural resources fund manager Taurus Funds Management. Mr Richard Burden Non-Executive Director BComm, MBA Richard holds a Bachelor of Commerce Degree and an MBA from the University of Western Australia and has over 25 years experience in the mining sector, spanning bulk commodities and base and precious metals. He was Chief Financial Officer with LionOre Mining before setting up his own business development and analysis consultancy. During his career, he has also held senior positions with major companies including Rio Tinto, Alcoa Australia, Normandy Mining and Griffin Coal. Richard brings his considerable experience in the acquisition, financing and development of mining assets both in Australia and overseas to the Board of Dampier. He was most recently a Director of Ampella Mining and was closely involved with the Company’s formation and project acquisitions in West Africa.

7.2 Senior Management Dr Julian Stephens Chief Executive Officer BSc (Hons), PhD, MAIG Julian has over 15 years of experience in the exploration and mining sectors, and economic-structural geology research fields. Between 1995 and 1999, Julian worked as a mine and exploration geologist for a number companies in Australia. In 2003, he completed a PhD at James Cook University, Queensland and subsequently worked as a consulting geologist based in western Canada. In 2004, he joined the international mining consultancy RSG Global as a senior structural/economic geology consultant. During that time, Julian supervised detailed studies of several major gold provinces in West Africa, Eastern Europe and Australia. Julian recently resigned from his role as an Executive Director of Globe Metals & Mining where led the discovery of several large rare metal and rare earth deposits in southern Africa.

25 PROSPECTUS

Mr Richard Hay Chief Operating Officer MSc (Hons), MAIG Richard is a geologist with 18 years operational experience in the Western Australian gold mining industry. In the early 1990s Richard held various roles in exploration and mine geology. Richard joined Barrick (then Plutonic Resources) in 1996 and in 1997 was appointed Geological Superintendent at the Darlot Gold Mine. Richard played an integral role in delineating a resource in excess of 2 million ounces at the Centenary discovery extending the mine life by more than10 years. From 2001 Richard managed Continuous Improvement across the operation and in 2003 he was appointed to the role of Operations Manager at Darlot and then General Manager Operations in late 2003, a role which Richard fulfilled for the next four years. From late 2007, Richard held the position of General Manager Yilgarn Shared Services and led the integration and operation of a suite of 8 functional areas supporting Barrick’s Plutonic, Darlot, Lawlers and Granny Smith mines from a centralised Perth base. In recent times, Richard was involved with several Ore Purchase Agreements reached with third parties to treat ore at Barrick processing facilities.

7.3 Corporate Governance The Directors monitor the business affairs of the Company on behalf of Shareholders and have formally adopted a corporate governance policy which is designed to encourage Directors to focus their attention on accountability, risk management and ethical conduct. The Board is responsible for the overall corporate governance of the Company, and it recognises the need for the highest standards of behaviour and accountability. The Board has already developed and will continue to develop strategies for the Company, review strategic objectives, and monitor the performance against those objectives. The overall goals of the corporate governance process are to: (a) to drive Shareholder value; (b) assure a prudential and ethical base to the Company’s conduct and activities; and (c) ensure compliance with the Company’s legal and regulatory obligations. Consistent with these goals, the Board assumes the following primary responsibilities: (a) appointment of the Chief Executive Officer and other senior executives and the determination of their terms and conditions including remuneration and termination; (b) driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance; (c) reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance; (d) approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures; (e) approving and monitoring the budget and the adequacy and integrity of financial and other reporting; (f) approving the annual, half yearly and quarterly accounts; (g) approving significant changes to the organisational structure; (h) approving the issue of any shares, options, equity instruments or other securities in the Company; (i) ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making; (j) recommending to shareholders the appointment of the external auditor as and when their appointment or re-appointment is required to be approved by them; and (k) meeting with the external auditor, at their request, without management being present. The Board has adopted corporate governance policies and practices consistent, where considered appropriate having regard to the Company’s current size and structure, with the ASX Corporate Governance Council’s “Corporate Governance Principles and Recommendations”. Such policies include, but are not limited to, the Board Charter, Board Code of Conduct, Audit and Risk Committee Charter, Continuous Disclosure, Guidelines for Buying and Selling Securities and Risk Management Policies. Copies of the Company’s corporate governance policies will be available on the Company’s website at www.dampiergold.com. The Board also recognises its duty to ensure that its Shareholders and other stakeholders are informed of all major developments affecting the Company’s state of affairs.

26 PROSPECTUS

8. INDEPENDENT GEOLOGIST’S REPORT

FINAL

Independent Geologist’s Report Dampier Gold Limited

Prepared for:

Dampier Gold Limited

Project No. P1115 June 2010

XstractGroup.com Xstract - Excellence from the outset

ENVIRONMENT GEOLOGY MINING PROCESSING VALUATION RISK TECHNOLOGIES

27 FINAL

PROSPECTUS

Office Locations This report has been prepared by Xstract Mining Consultants Pty Ltd (‘Xstract”) on behalf of Dampier Gold Limited (“Dampier”). Brisbane Level 20, 333 Ann Street Brisbane QLD 4000  2010 Adelaide St PO Box 10312 Brisbane QLD 4000 All rights are reserved. No part of this document may be reproduced, stored in a retrieval system, or transmitted in any form or by any Tel: +61 7 3221 2366 means, electronic, mechanical, photocopying, recording or otherwise, Fax: +61 7 3221 2235 without the prior written permission of Xstract. Perth Level 1, 1110 Hay Street West Perth WA 6005 PO Box 847 West Perth WA 6872 Tel: +61 8 9327 9501 Fax: +61 8 9481 8700

[email protected]

website www.XstractGroup.com

Issued by: Xstract Brisbane Office Doc Ref: P1115_draft_DampierGold_20100621_V11 21 June 2010

Prepared by: Jeames McKibben Principal Consultant – GM Corporate Services

Stefan Mujdrica Principal Consultant – GM Geology

Shaun Barry Senior Consultant – Corporate Services

Matthew Stephens Principal Consultant – Geology

Peer Reviewed by: Mark Noppe Principal Consultant – Managing Director

IGR Final v3 Page ii

28 FINAL PROSPECTUS

TABLE OF CONTENTS

1 EXECUTIVE SUMMARY 1 2 INTRODUCTION 4 2.1 Exploration and Mining History 6

2.2 Geological Setting 7 2.2.1 Regional 7 2.2.2 Local 10 2.2.3 Gold Mineralisation 10 2.3 Project Mineral Resources 16

2.4 Exploration Targets and Potential 19 2.4.1 Near Term Development Opportunities 19 2.4.2 Advanced Exploration Targets 21 2.4.3 Early Stage Exploration Targets and Concepts 26 2.5 Mining, Metallurgical and Processing Considerations 29 2.5.1 Mining 29 2.5.2 Metallurgy 31 2.5.3 Processing 32 2.5.4 Other Considerations 32 2.6 Proposed Programme and Expenditure 33

2.7 Opinion 34 3 DECLARATIONS 35 3.1 Independence 35

3.2 Qualifications 35

3.3 Competent Person Statement 36

3.4 Reporting Standard 37

3.5 Terms of Reference 37

3.6 Data Sources 37

3.7 Warranties and Indemnities 38

3.8 Consent 38 4 BIBLIOGRAPHY 38

APPENDIX A – TENEMENT MAP OF DAMPIER’S PLUTONIC DOME PROJECT TENEMENTS

IGR Final v3 Page iii

29 FINAL PROSPECTUS

LIST OF TABLES Table 1-1: Plutonic Dome Project Mineral Resources as at 31 December 2009 2

Table 1-2: Ore Reserves as at 31 December 2009 3 Table 2-1: Plutonic Dome Project Mineral Resources as at 31 December 2009 17

Table 2-2: Plutonic Dome Project Ore Reserves as at 31 December 2009 17

Table 2-3: Dampier’s Plutonic Dome Project Proposed Work Programme and Exploration Budget 33

LIST OF FIGURES Figure 2-1: Location of Dampier’s Plutonic Dome Project 5 Figure 2-2: Simplified Geological Setting of the Marymia Inlier 8 Figure 2-3: Simplified Geological Setting of the Plutonic Well Greenstone Belt 9 Figure 2-4: Simplified Geological Setting and Location of the Main Open Pits in the Marymia Area 12 Figure 2-5: Geology and Drill hole locations within the Marwest – Trident Area 14 Figure 2-6: Schematic Cross-section through the Trident Deposit 16 Figure 2-7: Schematic Cross-section through the Triple P Deposit 16 Figure 2-8: K2 Pit Profile and Interpreted Plunge of the Deposit 21 Figure 2-9: Geology Plan showing the location of the Budgie Corridor and associated deposits 22 Figure 2-10: Schematic Section showing select significant drill hole intercepts at Budgie-Cinnamon 22 Figure 2-11: Gold-in-soil Geochemical Anomalies in the Budgie and Minneritchie Areas 24 Figure 2-12: Geology of the Minneritchie area 25 Figure 2-13: All Drilling within the Plutonic Well Belt greater than 50 m Depth 27 Figure 2-14: All drilling within the Plutonic Well Belt Greater than 100 m Depth 28

GLOSSARY OF ABBREVIATIONS OR TERMINOLOGY Abbreviation or Term % Percent, percentage ° Degrees °C Degrees Celsius A$ Currency, Australian dollar AIG Australian Institute of Geoscientists alluvial Sediment deposited by flowing water, as in a riverbed, flood plain or delta. Amphibolites facies Mineral classification of metamorphic rocks formed under conditions of moderate to high temperatures Anticline/anticlinal An upward fold in which strata dip away from one another forming an inverted U Archaean A geological time period ranging from 3,800 to 2,500 million years ago Arsenopyrite Iron arsenic sulphide – a mineral ASA Asset Sale Agreement ASIC Australian Securities and Investments Commission ASX Australian Securities Exchange Au Gold AusIMM Australasian Institute of Mining and Metallurgy Barrick Barrick (Asia Pacific) Limited and/or its subsidiaries including Barrick (Plutonic) Limited and Plutonic Gold Pty Ltd, as the context requires basalt A dark, fine grained mafic extrusive rock BIF Banded iron formation, a metamorphosed rock composed of at least 25 percent iron oxides and layers of chert, jasper or quartz Bismuth A heavy brittle metallic element (resembles arsenic and antimony chemically); usually recovered as a by-product from ores of other metals

IGR Final v3 Page iv

30 FINAL PROSPECTUS

Abbreviation or Term Box cut A small open cut created to provide a portal as access to a decline to an underground mine. Generally the box cut is sunk until sufficiently unweathered rock is found to permit the development of the decline Breccia A rock composed of angular fragments of minerals or rocks in a matrix (cementing material) Carbonate Mineral containing calcium and/or magnesium carbonate

Chalcocite A copper sulphide mineral (Cu2S)

Chalcopyrite A copper-iron sulphide mineral (CuFeS2) Chert A crystalline siliceous rock usually of sedimentary origin Clastic Sediments derived from erosion of pre-existing rocks Company Dampier Conglomerate Coarse grained sedimentary rock Craton A stable portion of the continental crust Dampier Dampier Gold Limited and/or Dampier (Plutonic) Pty Ltd as the context requires Diabase (or dolerite) A common basic igneous rock usually occurring as dykes or sills Doré An alloy of noble metals which may include gold, silver, platinum and palladium Ductile Deform without fracturing En echelon Linear geological formations or features displaced sideways but with the same general strike Feldspar A rock-forming silicate mineral in which calcium, sodium and potassium combined with aluminium. Felsic Igneous rocks composed dominantly of silicate minerals Ferruginised Material enriched in iron minerals Footwall The mass of rock beneath a geological structure, deposit, vein or fault g/t Grams per tonne Galena A lead sulphide mineral (PbS) GIS Geographical Information System Gneiss A rock formed by high-grade regional metamorphic processes from pre- existing formations that were originally either igneous or sedimentary rocks Granite or granitoid An intrusive, felsic, igneous rock generally with a medium to coarse grained texture Greenfields exploration Early stage exploration Greenschist facies Mineral classification of metamorphic rocks formed under conditions of low to moderate temperatures and pressures Greenstone Belt Volcanic sequence of rocks with associated sedimentary rocks that occur within Archaean and Proterozoic cratons between granite and gneiss bodies Hangingwall The mass of rock above a geological structure, deposit, vein or fault Hornblende A type of amphibole which forms the mafic component of an igneous rock Indicated Mineral Resource That part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, and quality can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed Inferred Mineral Resource That part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or uncertain quality and reliability Inlier A body of older rocks completely surrounded by younger rocks Intrusive A body of igneous rock formed from a magma which has been emplaced

IGR Final v3 Page v

31 FINAL PROSPECTUS

Abbreviation or Term into other rocks

Joesite Bismuth telluride compound, Be4Te2S JORC Code 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves K1 Keillor 1 K2 Keillor 2 K3 Keillor 3 km Kilometre(s) km2 Square kilometre(s) Komatiite Magnesium-rich mafic to ultramafic extrusive rock Laterite Residual material overlying rock types from which it was derived and out of which silica and aluminium has been leached. Typically iron-rich Lens(es) A body of ore or geological feature that is thick in the middle and tapers towards the ends like a convex lens Lineaments A linear feature, generally recognisable in topography, of regional extent. Lode A vein or other tabular mineral deposit with distinct boundaries m Metre(s) M Million m3 Cubic metre(s) Mafic Igneous rocks composed dominantly of iron and magnesium minerals Marcasite An iron sulphide mineral Measured Mineral Resource That part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, and quality can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and grade continuity Metamorphic rocks Rocks that where changed, brought about in the earth’s crust by agencies of heat, pressure and chemically active fluids Metasedimentary General term use to describe sedimentary rocks which have been metamorphosed Metasediments Metamorphosed sedimentary rock Microns or μm One millionth of a metre ore equivalently one thousandth of a millimetre Mineral Inventory In this case is a term applied by Barrick for mineralisation which has been drill defined but currently resides outside of an optimised pit shell established at a gold price of A$845/oz Mineral Resource A concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction mm Millimetre(s) mRL Meters Relative Level Mt Million tonne(s) Mtpa Million tonnes per annum MW Megawatt(s) Nodular Small ball-like rock particles

OP Open pit – mineral extraction from surface excavation Optimised pit shell A three dimensional shape outlining the mining limits of a deposit which maximises Net Present Value associated with open pit mining methods Ordinary kriging A geostatistical method of interpolation which predicts unknown values form data observed at known locations and is used to determine Ore Reserves and Mineral Resources Orogen Primary mechanism by which mountains are built on continents oz Ounce(s)

IGR Final v3 Page vi

32 FINAL PROSPECTUS

Abbreviation or Term Pelite Fine grained sediment such as shale or siltstone Peridotite A coarse grained igneous rock composed of olivine with or without other mafic minerals Plutonic Well Belt Plutonic Well Greenstone Belt Porphyry Rock comprising large crystals within a fine grained groundmass Probable Ore Reserve The economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors These assessments demonstrate at the time of reporting that extraction could reasonably be justified Proterozoic A geological time period from 2,500 to 542 million years ago

Pyrite Iron disulphide (FeS2), also known as Fool’s Gold Pyroxenite A coarse grained igneous rock composed of pyroxene and with or without other mafic minerals Pyrrhotite A bronze-coloured, magnetic iron sulphide mineral, FeS QA Quality Assurance QC Quality Control Quartzite A metamorphic rock consisting of essentially quartz RAB Rotary air-blast RC Reverse circulation Schist Fine grained, laminated metamorphic rock SE Southeast Sedimentary Rocks formed by deposition of weathered rock particles carried by air, water or ice Sericite A member of the mica mineral group Serpentinite A metamorphic rock derived from ultramafic rocks Shear A zone in which shearing has occurred on a large scale Silicified Original minerals have been replaced by silica Sphalerite A zinc sulphide mineral (ZnS) Stockwork A three-dimensional vein network Stope The underground excavation within the deposit where the main production takes place Stratigraphic Pertaining to the composition, sequence and correlation of layered rocks Strike-slip fault A fault in which the net slip is practically in the direction of the fault strike Syncline A downward fold in which strata dip away from one another forming a U- shape t Tonne(s) Talc A soft mineral of the mica group usually occurring in metamorphic rocks Tholeiite Basic to ultrabasic rock composed of magnesium rich feldspar and pyroxene minerals Thrust A low-angle fault Turbidite A sediment formed from a slurry moving at high speed down a basin slope UG Underground – usually located 50 m or more below surface, a mine where ore is removed mechanically for transport to surface Ultramafic Igneous rocks composed of ferromagnesian minerals Volcanoclastic/ A clastic sediment containing material of volcanic origin Volcanosedimentary μm Micro metre(s) VHMS Volcanic hosted massive sulphide Xstract Xstract Mining Consultants Pty Ltd

IGR Final v3 Page vii

33 FINAL PROSPECTUS

1 EXECUTIVE SUMMARY

Xstract Mining Consultants Pty Ltd (“Xstract”) has been engaged by Dampier Gold Limited (“Dampier or the Company”) to prepare an Independent Geologist’s Report on the Plutonic Dome Project for inclusion in a Prospectus to be lodged with the Australian Securities and Investments Commission (“ASIC”) for a proposed listing of Dampier on the Australian Securities Exchange (“ASX”).

Dampier and its wholly owned subsidiary, Dampier Plutonic Pty Ltd, have entered into a conditional Asset Sale Agreement with Barrick to acquire the Plutonic Dome Project in Western Australia’s Northeastern Goldfields region. The Plutonic Dome Project consists of 80 mineral tenements (Mining Leases, Exploration Licences and Prospecting Licences) and 8 applications for Mining Leases covering an approximate area of 700 square kilometres (“km2”). These tenements surround and extend along strike to the northeast of Barrick’s Plutonic Gold Mine within the Plutonic Well Greenstone Belt and have previously produced some 0.58 million ounces (“Moz”) of gold from 40 former open pits. Importantly, the Plutonic Dome Project area excludes the operating Plutonic Gold Mine and associated mining, processing and support infrastructure (including certain adjacent tenements). The exploration targets within the tenements can presently be categorised as ranging from early stage to pre-development.

The Prospectus is conditional on the Asset Sale Agreement becoming unconditional, with the intention being that completion of the acquisition of the Plutonic Dome Project and the issue of securities under the Prospectus will occur together. The purpose of this Independent Geologist’s Report is to provide an impartial overview and assessment of the technical merits that might reasonably be expected to be applied by the market when considering an investment in Dampier. This report, which is based on a review of information compiled by Barrick and a site visit by Xstract in February 2010, comments on the following areas: • Project location, access and supporting infrastructure; • Geological setting; • Exploration/Development/Mining history; • Mineral Resource estimates; • Potential mining/processing scenarios; • Exploration/Development strategy; • Proposed work programme and budgets.

Dampier was formed in 2010 with the objective of identifying under explored gold projects offering good upside potential for discovery, evaluation and rapid development. To this end, Dampier entered the tender process for various tenements located in proximity to the Plutonic Gold- Mine. Dampier was subsequently awarded preferred bidder status in September 2009 and entered into a conditional Asset Sale Agreement with Barrick in March 2010 to acquire outright ownership of the tenements. In the intervening period, Dampier has built a small but highly competent management team with extensive practical and corporate experience in the Australian mining industry. Furthermore, Dampier’s team has developed a carefully conceived, low-risk corporate strategy designed to rapidly progress the Company from explorer to gold producer.

The Plutonic Dome Project tenements predominantly cover the Archaean-aged Plutonic Well and adjacent Baumgarten greenstone belts of the Marymia Inlier. The northeast trending Plutonic Well Belt is the larger of the two, extending over a 60 kilometres (“km”) strike length and up to 10 km in width. The belt is sub-divided into two volcano-sedimentary sequences, consisting of mafic and ultramafic units which are overlain by predominantly felsic volcaniclastic and sedimentary rocks. These units have been subjected to greenschist and amphibolite facies metamorphism, deformed by polyphase folding, shearing, faulting and intruded by felsic porphyry and granitoid bodies. This has resulted in a strong northeast trending fabric which is paralleled by multiple low-angle thrust faults which occur throughout the belt and are intimately associated with the known gold mineralisation. The gold mineralisation within the project area is predominantly structurally controlled, mainly associated with replacement-style lodes and stockwork quartz veining within a wide variety of host rocks

IGR Final v3 Page 1

34 FINAL PROSPECTUS

ranging from ultramafic and mafic volcanic rocks, metasediments, felsic intrusives, volcaniclastic units and banded iron formations (“BIF”).

The Plutonic Well Belt hosts a large number of gold occurrences and is estimated to have produced some 4.7 Moz of gold since 1990. The most significant deposit is at Plutonic (excluded from the Plutonic Dome Project area) which has produced approximately 3.7 Moz of gold from five open pits and two underground operations. Other deposits of relevance to Dampier’s future evaluation activities include the Keillor 2 (“K2”) (134,000 oz Au produced to date), Triple P (95,000 oz Au), Keillor 1 (“K1”) / Keillor 1 Southeast (“K1 SE”) (62,000 oz Au) and Marwest (46,000 oz Au) which all lie along the northwestern margin of the belt.

Notably, exploration activities conducted by Barrick since 2001 have also outlined numerous exploration targets and a sizeable resource position within the Plutonic Dome Project tenements. As at 31 December 2009, the defined Mineral Resources within the Plutonic Dome Project tenements were estimated at 1.97 Million tonnes (“Mt”) grading 4.2 grams per tonne (“g/t”) Au for approximately 264,100 oz of contained gold as outlined in Table 1-1.

Table 1-1: Plutonic Dome Project Mineral Resources as at 31 December 2009

Measured Indicated Inferred Total OP/ Grade Grade Grade Grade Contained Deposit Tonnes UG (g/t Tonnes (g/t Tonnes (g/t Tonnes (g/t metal (Mt) Au) Au) Au) Au) (oz) K2 OP - - 88,000 2.8 9,000 2.1 97,000 2.8 8,600 UG - - 104,000 5.1 32,000 4.9 136,000 5.1 22,300 Sub-total - - 192,000 4.1 41,000 4.3 233,000 4.1 30,900 Trident OP ------UG - - 754,000 6.1 53,000 5.1 806,000 6.0 156,700 Sub-total - - 754,000 6.1 53,000 5.1 806,000 6.0 156,700 Albatross - OP - - 194,000 1.8 103,000 2.8 297,000 2.2 20,800 Flamingo UG ------Sub-total - - 194,000 1.8 103,000 2.8 297,000 2.2 20,800 K1 SE OP - - 311,000 2.7 27,000 2.3 338,000 2.7 29,000 UG ------Sub-total - - 311,000 2.7 27,000 2.3 338,000 2.7 29,000 Triple P OP - - 283,000 2.8 11,000 3.6 294,000 2.8 26,700 UG ------Sub-total - - 283,000 2.8 11,000 3.6 294,000 2.8 26,700 Total - - 1,734,000 4.3 235,000 3.6 1,968,000 4.2 264,100 Source: Barrick, 2009 Mineral Resources are exclusive of Ore Reserves OP = open pit, UG = underground Open pit resources are reported within an optimized pit shell at A$845/oz Au Due to rounding, tonnages and grades may not equate to exact contained ounces 100% equity basis

These resources typically represent remnants and extensions to the previously mined gold mineralisation at K1, K2, Albatross-Flamingo and Triple P, whilst the Trident resource ounces represent a previously undeveloped deposit. At K2, a Probable Reserve of 35,200 oz Au has been estimated for a proposed underground development at K2, as outlined in Table 1-2 and is additional to the above resource.

IGR Final v3 Page 2

35 FINAL PROSPECTUS

Table 1-2: Ore Reserves as at 31 December 2009

Grade Contained Deposit Classification Tonnes (g/t metal Au) (oz) K2 Proved - - - Probable 222,000 4.9 35,200 Total 222,000 4.9 35,200 Source: Barrick, 2009 Due to rounding, tonnages and grades may not equate to exact contained ounces 100% equity basis

Beyond the defined resources and reserves, 25 former open pit mines host remnant mineralisation which currently resides outside of an optimised pit shell. Whilst this drill defined inventory has not been assessed to determine its viability under current economic conditions, it provides a strong basis for further improvements in Dampier’s defined resource base going forward. As such, Dampier considers there is potential for some 8 Mt to 11.5 Mt of mineralised material grading between 1.7 g/t Au and 2.4 g/t Au as an open pit exploration target1 as defined under Section 18 of the JORC Code. Xstract has reviewed and carried out high level verification of this exploration target and concurs with Dampier regarding the potential of this drill defined mineralisation. A detailed explanation of this exploration target is provided in Section 2.4 of this report. Dampier proposes to re- evaluate the sources of this target mineralisation as a priority with a view towards upgrading its status in accordance with JORC Code reporting guidelines.

Further supporting the Company’s future development endeavours is the project’s proximity to the under- utilised Plutonic processing facility, which subject to entering into a formal ore processing arrangement with Barrick, will be available to process Dampier’s future ore production. With a current nameplate capacity of 1.9 Mtpa, the Plutonic plant has previously treated in excess of 41 Mt of ore and produced approximately 4.1 Moz of gold since it was commissioned in 1990. The plant produces doré which is then shipped to off-site for refining into gold bullion.

Upon listing, it is Dampier’s intention to initially investigate the Trident deposit, where the Company considers there is potential for further shallow, lower grade gold mineralisation able to support a staged open pit development possibly transitioning to a future underground mine. Other areas to be assessed include the depth extensions to the K2 underground reserve, the potential to expand the open pit resource contained in the area surrounding the former K1-K2 open pits, and the large gold-in-soil geochemical anomaly associated with the laterally extensive Budgie Corridor, and the Minneritchie area which is also characterised by a large surface geochemical anomaly.

To fund the future assessment of the Plutonic Dome Project, Dampier has prepared a staged exploration budget of A$10.46 M (assuming the Prospectus is fully subscribed) which includes targeted drilling, mine planning, pre-development studies of the Trident, K1-K2 and Budgie deposits. It is also Dampier’s intention to commence data compilation, geological and structural mapping and further drilling in the first year following its ASX listing in support of its regional exploration initiative. Should Dampier only raise the minimum amount under the Prospectus, a revised exploration budget of A$7.23 M is proposed that will be directed towards advancing the Trident, K1-K2 and Budgie deposits to the stage of development.

Xstract has concluded from its review that there is considerable scope to increase the current resource position given the exploration work completed to date, the project’s geological and structural setting and paucity of sufficiently deep drilling across much of the company’s landholding. Furthermore, the strong down-dip continuity of the proximal Plutonic mineralisation provides further support for other similar deposits within the belt. Of particular importance will be the known resource areas at Trident and K1-K2 which are contained in granted mining leases and offer the potential for rapid advancement should future evaluation prove successful. Specifically, detailed targeted drilling of the up-dip extents to the deeper Trident underground resource may greatly improve the commercial viability for an open pit development. Elsewhere, the large geochemical anomaly associated with the defined Budgie Corridor appears to remain prospective for further zones of low to

1 This mineralisation remains conceptual in nature, there has not been sufficient exploration to define a Mineral Resource and there is no guarantee that future exploration or economic studies will result in the determination of a Mineral Resource in accordance to the 2004 JORC Code.

IGR Final v3 Page 3

36 FINAL PROSPECTUS

moderate grade gold mineralisation at shallow depths, as do the near mine extents of the K1-K2 trend and the Minneritchie area. On this basis, Xstract considers Dampier’s proposed work programme to be appropriate and its budget to be justified.

Xstract considers the greatest opportunities at Dampier’s Plutonic Dome Project lie in the potential for the discovery of additional resources. This potential resides in the extensions to the existing deposits, both at depth and along strike. In particular, the up-dip extensions to the Trident underground gold resource should be re- examined as a driver for improved access and prospect economics. Furthermore, the licence area surrounding the identified deposits remains highly prospective as indicated by previous studies in the Budgie Corridor and Minneritchie areas. Xstract considers that future exploration will continue to expand the presently defined resource base.

In summary, Xstract considers Dampier offers a low risk path to future gold production, as evidenced by: • potential access to Barrick’s established processing infrastructure; • the defined resource/reserve base and advanced exploration status of a number of other deposits; • the granted status of mining leases over the major prospects and registered Notices of Intent to mine over the K2 and Budgie prospects; • the 100% equity interest in the project tenements that Dampier will acquire under the Asset Sale Agreement; and • the presence of a series of laterally extensive, mineralised trends which host a number of significant gold prospects. Whilst some of these prospects have been the subject of concentrated previous exploration, the majority of these trends remain substantially underexplored.

Xstract has reviewed Dampier’s proposed exploration programme and associated budget and considers these expenditures are warranted given the mineralisation encountered to date and likelihood of further exploration success going forward.

However, as is often the case with projects of this nature, there is an element of project implementation risk involved. While this risk is manageable, future investigative and analytical work may highlight technical and/or economic issues which could adversely affect the successful development of a particular mine. Xstract, however, is not currently aware of any issues that might materially detract from Dampier’s current objectives. It is also worth noting that further resource definition and reserve studies may also result in unforeseen improvements in the economics of the project.

2 INTRODUCTION

Dampier is an unlisted public resources company which was incorporated with the objective of identifying underexplored gold projects offering genuine upside potential and commercial prospects. To this end, the Company entered a tender process to acquire certain tenements and associated gold resources located in the Plutonic Well Greenstone Belt (“Plutonic Well Belt”) from Barrick. Dampier executed a conditional Asset Sale Agreement (“ASA”) with Barrick in March 2010 to acquire outright ownership of the project tenements which excludes Barrick’s Plutonic underground gold mine, the associated treatment facility and adjacent tenements (“Plutonic Gold Mine”).

Upon achieving admission to the ASX (which is conditional on the completion of the acquisition), Dampier intends to create value for its shareholders through the discovery, evaluation and rapid development of high quality gold deposits within the Company’s wholly owned Plutonic Dome Project area which covers the majority of the Plutonic Well Belt.

The Plutonic Dome Project is located in the Northern Goldfields region of Western Australia, approximately 1,000 km northeast of Perth (Figure 2-1). The project comprises a coherent package of 80 granted mineral titles (65 Mining Leases, 3 Exploration Licences and 6 Prospecting Licences) and 8 pending tenement applications covering an approximate area of 700 km2 (refer to Appendix A). At completion of the acquisition with Barrick,

IGR Final v3 Page 4 37 FINAL PROSPECTUS

Dampier will hold a 100% interest in these tenements. Further detailed information relating to Dampier’s tenements is provided in the Solicitors Report on Tenements (Section 9 of this Prospectus).

Dampier’s project tenements surround and extend northeastwards of the Plutonic Gold Mine. The Plutonic Gold Mine lies approximately 12 km to the east of the sealed Great Northern Highway, which connects the regional townships of Meekatharra (180 km to the southwest) to Newman (220 km to the north). The Kumarina Roadhouse is situated approximately 65 km to the north of Barrick’s Plutonic operations.

Within Dampier’s project area, well-formed haulage roads head northeastwards from the Plutonic Gold Mine towards numerous former open pits of up to 70 km in distance, the most significant being those at K1, K2, Triple P and Marwest. Mine roads and station tracks also provide good access throughout most of the project.

Figure 2-1: Location of Dampier’s Plutonic Dome Project

IGR Final v3 Page 5

38 FINAL PROSPECTUS

Through agreement with Barrick, Dampier is also able to access the Plutonic accommodation and messing facilities, air charter services, a communications network, and reliable electricity, water and gas supplies. Current on-site facilities at Barrick’s Plutonic Gold Mine include: • A Processing Plant capable of treating up to 1.9 Mtpa; • A 16 Megawatt (“MW”) Gas Fired Power Station; • Two above ground Tailings Storage Facilities and two In-Pit Tailings Storage Facilities; • Two Borefields for the supply of water to the Processing Plant and Accommodation Village; • Miscellaneous office, storage and workshop facilities; • Accommodation village with capacity for up to 600 personnel on a fly-in-fly-out roster; and • An un-surfaced air strip with regular charter flights to and from Perth.

The accommodation facilities available to Dampier are typical of many remote, fly-in-fly-out mining operations in Australia, comprising pre-fabricated, transportable accommodation blocks and weatherboard mess and recreation buildings. Dampier has entered into discussions with Barrick to appropriately position its field offices and ensure they are located in proximity to these facilities but do not interfere with day-to-day mining and processing operations.

Dampier’s project area is characterised by gentle to moderate topographic relief cut by minor, ephemeral, northwest-draining tributaries to the nearby Gascoyne River. The average elevation throughout the project is around 600 metres (“m”) above sea level. Vegetation cover is dominated by mulga woodlands and spinifex grasslands.

The region experiences an arid climate with a long-term average rainfall of 230 millimetres (“mm”) per year and an average evaporation of 4,100 mm per year. Rainfall occurs primarily during the summer to autumn months from tropical rain depressions or cyclonic activity. The maximum temperature between December and March frequently exceeds 40 degrees Celsius (“°C”).

Prior to mining, the area was used largely for cattle and sheep grazing. Dampier’s tenements partly cover the Three Rivers, Neds Creek and Marymia Pastoral Leases.

2.1 Exploration and Mining History

The Plutonic region was first developed for pastoral purposes in the early 1880s, however it was not until the 1920s that the Baumgarten and Plutonic areas were explored for minerals. The lack of outcrop, complex geology and remote location inhibited further exploration activities until the late 1960s when the greenstone successions were first recognised. Between 1969 and 1976, the Plutonic Well Belt was explored for nickel mineralisation under joint venture, but these studies failed to locate any economic nickel deposits.

In the mid 1980s, several exploration companies acquired tenure over various portions of the Plutonic Well Belt. In the southern portion of the belt, geological mapping, geochemical sampling and subsequent reverse circulation (“RC”) drill testing of an arsenic and gold soil geochemical anomaly led to the discovery of the Plutonic deposit in 1987. This was rapidly followed by the discovery of the K1 and K2 deposits along the Keillor Shear in the Marymia area (northern part of the belt) in 1988 and 1990, respectively. In 1992, the Marwest and Mareast deposits were delineated in the Marymia area and the Triple P, Pelican, Albatross and Flamingo deposits were discovered in the Plutonic Bore area (located between the Plutonic Gold Mine and Marymia area). These exploration successes triggered extensive, albeit generally shallow, greenfields exploration throughout the remainder of the Plutonic Well Belt.

Emphasis during the period 1987 to 1995 was directed towards defining and converting defined near surface mineralisation to resource and reserve status. More than 50 gold deposits were ultimately delineated in the Plutonic, Marymia and Freshwater (southern margin) areas of the belt during this period.

Mining of the Plutonic Main Pit and Marymia K1-K2 open pits commenced in 1990 and 1992, respectively. The Plutonic Main Pit was progressively mined over five stages between 1990 and 1997. Underground mining

IGR Final v3 Page 6

39 FINAL PROSPECTUS

at Plutonic commenced in 1995 and was conducted concurrently with the Main Pit until its closure in 1997 at a total depth of 177 m below surface. Underground mining has continued at Plutonic until the present day.

At Marymia, processing of ore from the K1-K2, Marwest and other open pits at a separate facility continued until early 1998 when operations were placed on care and maintenance due to a significant decline in the gold price. Total gold production at Marymia between 1992 and 1998 is estimated at 3.2 Mt grading 3.5 g/t Au for 360,000 oz of contained gold derived from more than 20 open pits.

Between 1997 and 1999, the exploration focus shifted towards the evaluation of near mine opportunities and the conversion of defined targets and resources to Ore Reserve status. Based on closer spaced delineation drilling, this change in strategy resulted in only modest increases to the overall gold endowment of the belt, but greater confidence in the defined resource and reserve position.

Following a period of ownership consolidation, open pit mining recommenced in the Marymia tenements in 2000 with ore sourced from cutbacks on seven existing open pits and the development of 12 new pits. Open pit mining operations were completed in mid 2005 and the exploration focus shifted towards near mine definition drilling in support of the Plutonic underground operations. Estimated total gold production at the Marymia and Freshwater areas is 0.58 Moz and 0.42 Moz, respectively.

In March 2010, Barrick entered into an ASA with Dampier for the sale of a large tenement package which it considered to be non-core to its Plutonic mining and processing operations. Importantly, Barrick retains ownership of the Plutonic Gold Mine and certain adjoining tenements and infrastructure.

In total, approximately 4.7 Moz of gold has been produced to date from 57 open pits (including cut-backs) and four underground mines within the Plutonic Well Belt.

2.2 Geological Setting

2.2.1 Regional Dampier’s Plutonic Dome Project lies within the Marymia Inlier, a gneiss-granitoid-greenstone basement remnant located along the northern margin of Western Australia’s Yilgarn Craton (Figure 2-2). The Marymia Inlier is surrounded by variably metamorphosed and deformed Proterozoic sedimentary basins, which collectively form part of the Capricorn Orogen. The Capricorn Orogen comprises a 1,000 km long arcuate belt of deformed and metamorphosed rocks located between the Yilgarn and Pilbara Cratons. The orogen comprises reworked Archaean rocks of the Marymia Inlier as well as deformed volcano-sedimentary units of the Palaeoproterozoic Yerrida, Bryah, Padbury and Earaheedy Basins. The orogen is interpreted to be the result of oblique collision between the Yilgarn and Pilbara Cratons in the early Proterozoic.

Dampier’s project tenements predominantly cover the Archaean-aged Plutonic Well and adjacent Baumgarten greenstone belts of the Marymia Inlier. The Plutonic Well Belt is the larger of the two, extending over a 60 km strike length and up to 10 km in width. Both the Plutonic Well and Baumgarten Belts trend northeast and host ultramafic, mafic and metasedimentary rocks which have been structurally emplaced against basement gneiss and granite (Figure 2-3).

The entire sequence within the Plutonic Well Belt has been complexly folded about an inclined syncline which plunges gently to the southwest and with overturn of the northwestern limb. This fold has been cut by numerous regional-scale, northwest to northeast striking faults and metamorphosed to lower greenschist-amphibolite facies. The rock package records a history of at least five deformational events involving thrusting, shearing, folding and faulting. The first three events were dominated by thrusting during which mafic and ultramafic units were emplaced above sediments (D1), granites were then overthrust along the northwestern portion of the belt (D2) and then subjected to further southeast directed thrusting with associated folding (D3). The majority of the known gold mineralisation occurs within mafic to ultramafic rocks located along the northwestern margin of the belt. The gold mineralising phase is generally interpreted to be associated with the earliest deformation events.

IGR Final v3 Page 7 40 FINAL PROSPECTUS

Lying approximately 15 km southeast of the Plutonic Well Belt, the Baumgarten greenstone belt consists of two distinct geological domains separated by the Jenkin Fault (refer Figure 2-2). North of the fault, the greenstone succession is dominated by metamorphosed sedimentary and minor ultramafic rocks, whilst to the south, mafic and ultramafic units dominate.

Figure 2-2: Simplified Geological Setting of the Marymia Inlier

IGR Final v3 Page 8 41 PROSPECTUS

Page 9

Figure2-3: Simplified Geological Settingofthe PlutonicWellGreenstone Belt Note only deposits and prospects mentioned in this report are named. report this in mentioned prospects and deposits only Note Barrick. * Barrick. Source:

FINAL

42 IGR Final v3 FINAL PROSPECTUS

2.2.2 Local The principal rock types within the Plutonic Well greenstone sequence include metamorphosed pyroxenite, komatiite, ultramafic schist, BIF, chert, mafic and felsic schist, pelite and tholeiitic basalt. The central part of the belt is dominated by boulder conglomerate, quartzite, pelite and minor amphibolite units which are collectively known as the “Central Sedimentary Sequence” (Figure 2-3). The entire greenstone belt is surrounded by granite and associated felsic gneisses. Proterozoic dolerite dykes cut both the greenstones and surrounding granite/gneiss units. In general, the rocks of the greenstone belt outcrop poorly and are variably, but deeply, weathered (to +100 m depth) and lateritised.

The Baumgarten Belt consists of a northern sequence of weathered and ferruginised pelitic schist, BIF, chert, amphibolite and ultramafic rocks, which are separated by the Jenkin Fault from peridotite and komatiite overlain by basalt, gabbro, pelite and quartzite units of the southern portion of the belt. The known gold mineralisation is largely restricted to the southern portion of the Baumgarten Belt, where it is hosted by north-northeast trending, steeply dipping quartz lenses of up to 5 m thick. These quartz lenses occur within carbonate and sericite altered zones hosted by sheared mafic to ultramafic rocks. The gold deposits are reportedly rich in silver, arsenic, copper and zinc.

With the recent discovery of the high grade copper-gold deposits at Doolgunna in the Bryah Basin (to the southwest of the Plutonic Well and Baumgarten Belts, refer Figure 2-2), the surrounding Palaeoproterozoic rocks to the Marymia Inlier have become of increasing economic importance. The Bryah Basin comprises mafic and ultramafic volcanic rocks (Narracoota Formation), which are overlain by turbiditic metasedimentary rocks, BIF and associated clastic sediments (Horseshoe and Ravelstone Formations) all of which are intensely deformed and metamorphosed (low to mid- greenschist facies).

The discoveries at Doolgunna reportedly comprise near-vertical to steeply south-dipping zones of high grade copper-gold (±zinc-silver) mineralisation hosted by mafic volcano-sedimentary units towards the top of the Narracoota Formation. The defined mineralisation extends over a 350 m strike length and to a vertical depth of over 400 m below surface. The mineralisation style, geochemistry and regional setting of the deposits is consistent with volcanic hosted massive sulphide (“VHMS”) mineralisation, which typically occurs in deposit clusters, often characterised by multiple mineralised centres within a province.

Structures associated with the regional scale Jenkin Fault are interpreted to be controlling features to the Doolgunna base metal deposits. These structures continue northeastwards in proximity to Dampier’s Baumgarten and Plutonic Well tenements and will be targeted as part of Dampier’s regional exploration initiative.

2.2.3 Gold Mineralisation Whilst gold has been historically exploited within the Baumgarten greenstone sequence, the Plutonic Well Belt accounts for the vast majority of the previous gold production within the region. Since 1990, the Plutonic Well Belt is estimated to have produced more than 4.7 Moz (or approximately 146 tonnes (“t”)) of gold derived from 57 open pits (including cut-backs) and four underground mines.

Gold occurs within a variety of stratigraphic and structural settings along the entire length of the Plutonic Well Belt, however, it is best developed along its northwestern margin. The majority of the known gold mineralisation is hosted within metamorphosed fine-grained mafic rocks and BIF (e.g. at Plutonic and K2), ultramafic rocks (e.g. at Trident, Marwest and Exocet), or along sheared contacts between mafic rocks and ultramafic rocks (e.g. at K1, Mareast and Salmon). Gold is also present throughout the remaining stratigraphic sequence occurring at the faulted contacts between metasedimentary and mafic rocks (e.g. at Triple P and Pythagorus), in conglomerate and arkose sandstone rocks (e.g. at Budgie and Apollo), felsic intrusives (e.g. at Mercuri and Venus) and mafic- derived volcaniclastic units associated with deep marine sediments/shales (e.g. at Bulgera, Parrot, Pigeon, Rosella and Speckled). In addition, laterite-hosted gold deposits are present and anomalous gold concentrations have also been reported within quartz veins in granitoids adjacent to the belt.

IGR Final v3 Page 10 43 FINAL PROSPECTUS

There is a strong structural control to the gold mineralisation within the Plutonic Well Belt with a series of northeast trending mineralised corridors recognised. These corridors are interpreted to represent early (D1-2) thrust and shear zones, localised anticlinal hinge zones and associated structures. Of prime importance to Dampier’s immediate exploration efforts within the Plutonic Well Belt are the gold-bearing corridors at K1-K2, Mareast-Marwest-Trident and the Budgie Corridor.

Within these corridors, individual deposits are typically located along the main northeast trend where it has been cut by east-west oriented lineaments. The largest deposits are typically located within competent rock units (such as basalt, BIF and amphibolites) which have undergone brittle fracturing during deformation. Smaller deposits typically occur along thrust-related shears and strike-slip faults within ductile ultramafic, mafic and sedimentary rocks. Most deposits are moderately to strongly deformed, with the mineralisation predominantly oriented to the northeast and plunging to the southwest. Moderately plunging shear zones tend to control the ore shoots, which commonly form parallel to the intersection of the sheared contacts with other structures (i.e. faults, bedding, etc).

Dampier’s Plutonic Dome tenements host 40 open pits which have collectively produced some 580,000 ounces of gold. Most of this production was derived from the K2 (134,000 oz Au), Triple P (95,000 oz Au), K1/K1SE (62,000 oz Au) and Marwest (46,000 oz Au) deposits located along the northwestern margin of the belt. Key mining areas within the Plutonic Well Belt, and of relevance to Dampier’s future exploration activities, are described in the following sections.

Plutonic Gold Mine The Plutonic Gold Mine is the largest gold deposit encountered to date in the Plutonic Well Belt and lies in the southwestern corner of the belt (refer to Figure 2-3). Approximately 3.7 Moz of gold (or 116 tonnes) has been recovered from the five open pits and two underground operations (including satellites) comprising Barrick’s Plutonic Gold Mine since 1990. The Plutonic Gold Mine and certain adjacent tenements are excised from Dampier’s Plutonic Dome Project area and are only discussed here to provide an overview of a major style of mineralisation within the Plutonic Well Belt.

Gold mineralisation at the Plutonic Gold Mine is largely restricted to the so-called Mine Mafics, which consists of coarse, hornblende-rich amphibolite intercalated with high iron tholeiitic basalt lying between footwall and hangingwall ultramafic units. The Mine Mafics are interpreted to have been deformed as a relatively brittle layer during early thrusting producing layer parallel shears along the ultramafic-mafic contacts, and localised linking shears within the more competent mafic units.

Gold occurs in several distinct forms at the Plutonic Mine, the most common being as a series of discrete, sub-parallel, replacement-style lodes which trend northwest and dip moderately (45° to 50°) to the northeast. These Plutonic-style (or “Brown”) lodes are hosted within shear zones oriented obliquely to the contact between adjacent rock types and showing a distinct lack of associated quartz veining. Plutonic “Green” lodes are spatially associated with the “Brown” lodes but are distinguished by the greater abundance of quartz. The Plutonic “Invisible” lodes are distinctly different from the other styles occurring as finely disseminated gold and associated sulphide mineralisation within apparently unaltered hornblende amphibolites rocks in the upper 5 m of the Mine Mafics.

Lode thicknesses vary from 1 to 10 m and single lodes may extend over strike lengths of several hundred metres. The main Plutonic deposit occurs over a relatively short strike length at surface, but remains continuous at depth for 1.5 km to the north and 1.5 km to the northwest of the Main Pit area. Currently, all mining at Barrick’s Plutonic Gold Mine is carried out from underground positions. The underground is accessed by four declines and over 170 km of drives, with mechanised mining employed.

Marymia Area The Marymia area covers the northern part of the Plutonic Well Belt and hosts a series of shallow gold deposits within a northeast-southwest trending amphibolite, ultramafic, mafic and mafic-derived metasedimentary package. The most significant gold mineralisation occurs at the K1 and K2 deposits which were first exploited as open pit mines during the mid-1990s, with K2 mined briefly again in

IGR Final v3 Page 11 44 FINAL PROSPECTUS

2004 (Figure 2-4). Both these deposits are accessed from the main haul road that connects the Marymia area with the Plutonic Gold mine some 40 km to the southwest.

Figure 2-4: Simplified Geological Setting and Location of the Main Open Pits in the Marymia Area

Source: Barrick

The K1-K2 area lies within Mining Lease M52/183, with K1 located 2 km northeast of K2 (refer Figure 2-4). The K1 area consists of the K1 open pit (70 m deep) and the smaller satellite pits of K1 SE and Tony’s. These mines have collectively produced 561,346 t at 3.65 g/t for approximately 61,600 oz of recovered gold.

The K2 area consists of the K2 open pit, K3 (immediately along strike to the northeast), K2 SE Laterite (200 m to the southeast) and Zones 249 and 249 South adjacent to the former K2 SE open pit. Between 1992 and 1995, the K2 area produced 964,000 t of ore grading 4 g/t Au for approximately 124,600 oz of contained gold. In late 1996, development of the K2 Deeps underground mine commenced from the base of the K2 open pit which reached a final depth of 127 m. However, wall stability issues within the open pit resulted in the underground development being accessed from a 25 m deep box cut and decline located at the northern edge of the K2 waste dump. The decline had just produced its first ore (3,700 t at 1.9 g/t Au) when the K2 operations were closed in 1998 as a result of falling gold prices. In the latter half of 2004, Barrick extracted 101,820 t of ore grading 2.85 g/t Au for approximately 9,330 oz of contained gold from the adjacent 73 m deep K2 SE Laterite pit.

The geology of the K1-K2 area consists of a series of northeast trending, northwest dipping slices of intercalated mafic, minor ultramafic and metasedimentary units, which have been variably metamorphosed to lower amphibolites facies. The dominant foliation and bedding orientations vary from shallow to moderate dips (30° to 45°) at K1 to steeply dipping (predominantly > 70°) in the K2 area. A number of cross faults with apparent left lateral offset movement also occur throughout the area. Unlike K1, folds are rare at K2, with only small (metre-scale) tight folds present. These folds generally plunge shallowly (20°) towards the northeast.

IGR Final v3 Page 12

45 FINAL PROSPECTUS

The gold mineralisation at K1 is similar to that at Barrick’s Plutonic Gold Mine, comprising an early stratiform flat lode system within mafic volcanic units, which has been overprinted by later shear- hosted gold mineralisation.

Four major geological units were intersected during mining of the former 50 m deep K1 SE open pit, comprising a highly sheared talc chlorite schist, mafic amphibolite, BIF (hosting the mineralisation) and massive hangingwall mafic rocks. Shearing along lithological contacts is common with a pervasive foliation, sub-parallel to the shearing direction developed within the talc chlorite schist.

Gold mineralisation at K2 demonstrates a close association with lithological contacts, in particular the sheared contact between high-iron and high-magnesian amphibolite units. The geology of the K2 area is dominated by a northeast-southwest trending mafic-ultramafic and sedimentary package which has been metamorphosed to lower amphibolite facies and intensely deformed. Previous open pit mining at K2 targeted three lodes developed along the contact between high iron and high magnesian amphibolite units. The mineralised contact is marked by faulting, shearing, brecciation, quartz and quartz-carbonate veining, and extensive alteration, although the breccia zone is rarely mineralised. The main structures at K2 include the northeast-southwest trending Breccia Fault (which is evident along the length of the former K2 open pit), the east-striking K2 Cross Fault and a series of east-southeast trending discontinuous faults in the northern portion of the pit.

Gold mineralisation at K2 is associated with zones of strong silicification and narrow, en-échelon quartz ± carbonate vein arrays in high-iron amphibolite units which trend parallel to the main foliation and shear structures. The mineralised lodes are generally thin (2 to 4 m in width), steeply dipping (70° to 80°) predominantly to the west and strongly sheared. The mineralised lodes are relatively continuous for several hundred metres along strike and, based on current drilling, remain open down dip in places. Grades are generally 1 to 3 g/t Au at surface but increase with depth, in particular around the base of complete oxidation and top of fresh rock interfaces.

The exploration potential of the K1-K2 area is discussed further in Section 2.4.1.

Marwest and Trident The Marwest and Trident deposits lie along the central-northern flank of the Plutonic Well Belt within mining lease, M52/217 approximately 10 km southwest of the K1-K2 area and 30 km northeast of the Plutonic Gold Mine (refer Figure 2-3). The deposits can be accessed via the main haul road that extends from the Plutonic Gold Mine along the full length of Dampier’s tenement holding.

The Marwest deposit is centrally located between, and along strike of, the Mareast and Trident deposits to the northeast and southwest, respectively (Figure 2-5). Marwest was initially mined by open pit between 1995 and 1996 and then again by cut-back and in combination with a small satellite pit, Talos between 2003 and 2004. In total, Marwest produced 449,490 t at 2.71 g/t Au for 39,254 oz of gold with the final pit completed at a total depth of 85 m below the current surface. Declared ore mined ounces were 83% of those estimated in the Ore Reserve, with the shortfall attributed to greater geological complexity than expected.

The gold mineralisation at Marwest occurs within an altered ultramafic cumulate sequence, which is bound to the southeast by a mafic amphibolite unit and to the northwest by fine grained sedimentary units and overthrust granitoids. The host sequence at Marwest has been folded about an overturned syncline, intruded by minor felsic bodies and metamorphosed to upper greenschist facies.

The Marwest gold mineralisation lies along a northeast trending shear with an overall dip of 60° towards the northwest. Higher grade gold zones are marked by haematite alteration and a high silica content. The mineralised lodes are up to 30 m wide in some sections through the centre of the pit and extend over strike lengths of up to 340 m. Based on previous drilling, the lode mineralisation is interpreted to continue down-dip past the current limits of the pit floor.

The ultramafic-granite contact forming the northwestern margin of the Plutonic Well Belt lies 200 m to the north of the Marwest deposit. This contact comprises a low angle thrust fault dipping at 20° to 50°

IGR Final v3 Page 13

46 FINAL PROSPECTUS

to the northwest and striking northeast-southwest. This thrust contact is locally offset by west- northwest to north-northwest striking faults.

Figure 2-5: Geology and Drill hole locations within the Marwest – Trident Area

Source: Barrick

The Trident deposit lies along strike and to the immediate southwest of the Marwest open pit within a northeast trending ultramafic sequence comprising basaltic komatiite, serpentinite and komatiitic schist, which is bound to the southeast by mafic units and to the northwest by overthrust granitoids (Figure 2-6). This sequence has been metamorphosed from greenschist to lower amphibolite facies. The ultramafic-granite contact is characterised by a low angle thrust fault which dips at 30° to 55° to the northwest and strikes northeast-southwest. This thrust is locally offset by several east-west striking cross faults.

Gold mineralisation at Trident occurs within an envelope of ultramafic schist characterised by a 50 m to 100 m wide shear zone developed some 20 m to 50 m below the contact between serpentinite/peridotite footwall units and an overthrust hangingwall block of interleaved amphibolite and granitoid rocks. This mineralised shear is locally disrupted by several east-west striking cross structures which progressively down fault the contact and the gold mineralisation in the central Trident area. The majority of the gold at Trident is hosted within biotite-altered komatiitic schist, with the highest grades occurring where this unit is intensely contorted and chaotically refolded along the contact with massive unaltered serpentinite units. Gold typically occurs as interstitial infill between silicate grains, or as fine coatings and smears along polished shear planes and foliation. It is usually associated with native bismuth, joesite and pyrrhotite.

A northwest striking fault separates the ultramafic dominated sequence at Marwest and Trident from the northern mafic package evident at Mareast.

The exploration potential of the Marwest-Trident area is discussed further in Section 2.4.1.

IGR Final v3 Page 14

47 FINAL PROSPECTUS

Figure 2-6: Schematic Cross-section through the Trident Deposit (Cross section 19,420 mE) showing outlines of the high grade mineralisation and the paucity of up-dip drilling

Source: Barrick

Triple P The Triple P gold deposit lies approximately 26 km northeast of the Plutonic Gold Mine within mining leases M52/230 and M52/396 (refer to Figure 2-3). The deposit was discovered in 1992 by soil geochemical sampling and rotary air-blast (“RAB”) drilling. The deposit comprises three mineralised zones, designated A, B and C. Triple P (A Zone) is a high grade lode up to 20 m wide, but averaging 5 m in width, extending over a 400 m strike length along a mineralised shear. Triple P (B Zone) is a small but distinct fault bounded extension occurring in the hangingwall to, and some 150 m west- northwest of Triple P (A Zone). Triple P (C Zone) is an unmined lode system to the southwest of A Zone pit.

The Triple P (A Zone) is the largest open pit measuring 520 m by 230 m and was mined to a depth of 75 m between late 1993 and mid-1995, producing 397,570 t of ore at 4.85 g/t Au for approximately 61,900 oz of contained gold. The B Zone pit is half the size and was mined to a depth of 69 m between August 2002 and August 2003, producing 182,734 t of ore at 2.67 g/t Au for 15,680 oz of contained gold. Declared ore mined for the Triple P deposits was 106% of the estimated Ore Reserve by gold ounces.

Gold mineralisation within the Triple P area is structurally controlled with the deposit lying at the sheared contact between an upper conglomerate-felsic volcanic succession and a lower mafic to ultramafic rock package (Figure 2-7). The contact between these two successions is intensely sheared, shallow dipping (35º to the west) and highly altered by quartz-sulphide-chlorite. The host package strikes north-northwest, dips moderately to the west and is truncated to the north and south by a quartz- feldspar porphyry and northeast trending thrust fault, respectively.

IGR Final v3 Page 15 48 FINAL PROSPECTUS

The gold mineralisation resides primarily in quartz veins containing massive arsenopyrite and pyrite (up to 60 to 70% in places), and is predominantly hosted by the mafic units. Minor amounts of gold are also hosted within the overlying sedimentary units, intrusive quartz-feldspar porphyry, or by quartz veins which cut the gold bearing structures. Alteration in the shear has produced a sulphide-rich, chlorite-quartz assemblage, consisting of pyrite, arsenopyrite, with minor chalcopyrite, chalcocite, pyrrhotite, sphalerite and galena.

Figure 2-7: Schematic Cross-section through the Triple P Deposit

Source: Barrick

2.3 Project Mineral Resources

The Mineral Resources and Ore Reserves contained within Dampier’s Plutonic Dome Project tenements are reported by Barrick in accordance with the 2004 JORC Code. Table 2-1 presents the Plutonic Dome Mineral Resource as at 31 December 2009.

IGR Final v3 Page 16 49 FINAL PROSPECTUS

Table 2-1: Plutonic Dome Project Mineral Resources as at 31 December 2009

Measured Indicated Inferred Total OP/ Grade Grade Grade Grade Contained Deposit Tonnes UG (g/t Tonnes (g/t Tonnes (g/t Tonnes (g/t metal (Mt) Au) Au) Au) Au) (oz) K2 OP - - 88,000 2.8 9,000 2.1 97,000 2.8 8,600 UG - - 104,000 5.1 32,000 4.9 136,000 5.1 22,300 Sub-total - - 192,000 4.1 41,000 4.3 233,000 4.1 30,900 Trident OP ------UG - - 754,000 6.1 53,000 5.1 806,000 6.0 156,700 Sub-total - - 754,000 6.1 53,000 5.1 806,000 6.0 156,700 Albatross - OP - - 194,000 1.8 103,000 2.8 297,000 2.2 20,800 Flamingo UG ------Sub-total - - 194,000 1.8 103,000 2.8 297,000 2.2 20,800 K1 SE OP - - 311,000 2.7 27,000 2.3 338,000 2.7 29,000 UG ------Sub-total - - 311,000 2.7 27,000 2.3 338,000 2.7 29,000 Triple P OP - - 283,000 2.8 11,000 3.6 294,000 2.8 26,700 UG ------Sub-total - - 283,000 2.8 11,000 3.6 294,000 2.8 26,700 Total - - 1,734,000 4.3 235,000 3.6 1,968,000 4.2 264,100 Source: Barrick, 2009 Mineral Resources are exclusive of Ore Reserves OP = open pit, UG = underground Open pit resources are reported within an optimized pit shell at A$845/oz Au Due to rounding, tonnages and grades may not equate to exact contained ounces 100% equity basis

Of the defined resources within Dampier’s current project tenements, some 179,000 oz and 85,100 oz of contained gold are designated by Barrick as being derived from underground and open pit sources, respectively. The underground resources are located at K2 and Trident. The K2 underground gold ounces represent the down-plunge extension to gold mineralisation within the former K2 open pit whilst the Trident resource ounces represent a previously undeveloped deposit. The open pit resources are represented by remnants and extensions in and around the former K1, K2, Albatross, Flamingo and Triple P open pits. In addition to the existing K2 underground resource of 30,900 oz Au, there is a Probable Reserve of 35,200 oz Au as outlined in Table 2-2.

Table 2-2: Plutonic Dome Project Ore Reserves as at 31 December 2009

Grade Contained Deposit Classification Tonnes (g/t metal Au) (oz) K2 Proved - - - Probable 222,000 4.9 35,200 Total 222,000 4.9 35,200 Source: Barrick, 2009 Due to rounding, tonnages and grades may not equate to exact contained ounces 100% equity basis

Xstract has completed a high level review of the Mineral Resource estimates based on the data compiled by Barrick and supplied by Dampier. The findings from Xstract’s review are summarised as follows: • Data and geological interpretation: The orientation of mineralised lode structures was outlined by Barrick in two stages, with the first stage interpreting a 0.1 g/t Au mineralised envelope whilst the second stage used a 0.5 g/t Au cut-off grade to construct lode envelopes. A minimum downhole width of 2 m was selected to interpret the mineralised envelopes. In general, maximum internal dilution was 1 m, however in some cases drillhole intersections below 0.5 g/t Au were included to enhance lode continuity. Geological models were then constructed outlining three main weathering domains; laterite, base of complete oxidation and top of fresh rock. Lodes were then separated into the major geological domains. The interpreted mineralisation

IGR Final v3 Page 17 50 FINAL PROSPECTUS

envelopes are numerous, commonly discontinuous, discrete zones, and are described by Barrick to be of a “moderate to high risk” to the development and reporting of the Mineral Resource due to the drillholes being too widely spaced to identify the true nature of the mineralised lode structures. Xstract agrees with this risk assessment by Barrick. • Data quality: A comprehensive quality assurance and quality control (“QAQC”) assay program consisting of standards, blanks and checks was carried out by Barrick during 2004. Generally assay repeatability (check assaying) was regarded as poor (commonly approximately 60% of samples would fall outside a ±10% relative percent difference). Xstract considers the interpreted mineralised lodes to have highly variable gold grades which impact upon localised grade estimates within the Mineral Resource but with potentially minimal impact upon the global reported Mineral Resource. Xstract was not provided with any QAQC data pertaining to the Trident deposit and is therefore unable to comment on the quality of the data on which these estimates are based. Dry bulk density data is generally sparse and applied to the Mineral Resource as constants usually according to a specific range of elevations. Barrick mentions that the density determinations are considered to be of a moderate risk to the reporting of the Mineral Resource. Xstract agrees with this risk assessment by Barrick. Xstract was not provided with any dry bulk density data associated with the Trident deposit. • Estimation parameters and process: The defined Mineral Resource estimates were estimated using the ordinary kriging interpolation method of the gold grade within the interpreted mineralised envelopes. Estimation parameters were derived by geology, dip and strike continuity and drill spacing. Gold top cuts were applied to minimise the influence of extreme outlier grades during estimation. Variograms were constructed using an angular tolerance and lag designed to reflect the drill hole spacing in each domain. The resultant variograms indicate a moderate to high variance associated with close spaced samples (commonly a “nugget effect” of around 0.5 or greater). Xstract considers the use of the ordinary kriging interpolation method to be common industry practice for establishing a three-dimensional grade block model to report a Mineral Resource. Validation of the input sample gold grades against the Mineral Resource block model grades was limited and restricted to visual comparisons on section by Barrick. Xstract cannot comment on the reliance of the Mineral Resource to represent the interpreted gold grade because no documentation was supplied to compare input sample gold grades with the Mineral Resource block model estimated gold grades on a global and/or lode basis. • Resource classification: The current resource classification implies a low to moderate degree of confidence in the resource estimate, with the defined resources typically being classified as either Indicated or Inferred, with the majority (88%) in the Indicated category. In general, if a mineralised lode was intercepted by only one drillhole then it was assigned an Inferred resource classification, and, if it was intercepted by two or more drillholes within 20 metres it was assigned an Indicated Resource classification. The Triple P Mineral Resource was classified and reported according to the guidelines of the JORC Code (2004) while the majority of the other Mineral Resource estimates, when stated by Barrick, were classified and reported according to the guidelines of the JORC Code (1999), however these have been reported by Barrick to 2009. Xstract does not consider that this will have a material impact on the status and quantum of the reported Mineral Resources. • Overall opinion: The Mineral Resource for the Plutonic Dome Project represents numerous, commonly discontinuous, structurally complex discrete zones of interpreted gold lode structures which encapsulate highly variable gold grades within each deposit. The geological understanding of these lode structures through re-interpretations and test drilling, in combination with suitable sampling and QAQC practices, may provide the opportunity to discover more than one dominant orientation of economic gold mineralisation. The geological and geochemical complexity will impact upon the mining method and short-term mine plan selectivity to extract the gold from the currently interpreted lode structures. An open pit mining method would provide the best flexibility to geologically interpret and selectively mine the lode structures while providing vital geological data to enhance the understanding of the interpretations being used to construct the Mineral Resource block model.

IGR Final v3 Page 18 51 FINAL PROSPECTUS

2.4 Exploration Targets and Potential

Having acquired the conditional rights to an extensive tenement holding over the Plutonic Well Belt, Dampier’s short-term objective, subject to completion of the acquisition, is to re-examine the known gold deposits capable of being rapidly advanced towards production, as well as to define and progress other targets offering potential for the discovery at least half a million ounces of contained gold. The tenements are interpreted to host potential for a large gold endowment with numerous targets ranging in status from early stage exploration to pre- development.

In addition to the defined resources and reserves outlined above, significant “Mineral Inventory” reportedly remains at 25 former open pit mines located within the Plutonic Dome Project tenements. “Mineral Inventory” is a term applied by Barrick for mineralisation which has been drill defined but currently resides outside of an optimised pit shell established at a gold price of A$845/oz. As such, this inventory has not been assessed to determine its viability under current economic conditions. Indeed it could be argued that some of this mineralisation may well be classified as reportable resources under current economic conditions or by an economic assessment less rigorous than that previously carried out by Barrick. However, at this stage these assessments have not been attempted by Dampier. Xstract therefore considers the unclassified “Mineral Inventory” provides a strong basis for further increases in Dampier’s defined resource base going forward and thus represents an exploration target under Section 18 of the JORC Code.

It is common practice for a company to comment on and discuss its future exploration and development options in terms of a targeted deposit size and type. The targeted mineralisation within Dampier’s Plutonic Dome project comprises various sources including the depth and along strike extensions to the Albatross-Flamingo, Apollo, Barra, Budgie-Cinammon, Budgie-Cobalt, Bulgera, East-Mareast, Exocet, Goldfish, Granites, Kookaburra, Ibis, K1, K2, Mareast, Marwest, Mercuri, Orient Well, Parrot, Pigeon, Pigeon-Speckled, Prickleys, Rosella, Trident and Wedgetail deposits. After factoring some of the less significant deposits, Dampier considers there is potential for some 8 Mt to 11.5 Mt of mineralised material grading between 1.7 g/t Au and 2.4 g/t Au as an open pit exploration target as defined under Section 18 of the JORC Code. Xstract has reviewed and carried out high level verification of this exploration target and concurs with Dampier regarding the potential of this targeted mineralisation.

Importantly, Dampier’s exploration target should not be considered by investors as an estimate of Mineral Resources or Ore Reserves. The potential quantity and grade outlined is conceptual in nature as there has been insufficient recent exploration and/or technical assessment to define a Mineral Resource in accordance to the 2004 JORC Code. In particular, such an economic mining and technical assessment or judgment (albeit preliminary) should support the reasonable prospects for eventual economic extraction. Furthermore, based on the information currently available it remains uncertain as to whether further exploration and/or economic assessments will result in the determination of a Mineral Resource. Upon listing, Dampier proposes to re- evaluate these exploration targets as a priority with a view towards upgrading the status of this mineralisation in accordance with current JORC Code guidelines.

A detailed account of Dampier’s key exploration targets, which will form the focus of the Company’s initial evaluation programmes at Plutonic Dome, is presented below.

2.4.1 Near Term Development Opportunities Trident As outlined in Section 2.3, the current underground Mineral Resource at Trident is estimated by Barrick at 806,800 t grading 6 g/t Au for approximately 156,700 oz of contained gold. At its shallowest, the top of the resource lies 50 m below the current surface and has been drilled out to a depth of 250 m. Mineralisation reportedly remains open at depth with only broad drilling defining the down dip extents of the deposit.

The Trident deposit was previously evaluated as an underground mining opportunity, with coherent zones of high grade mineralisation lying at depths of between 150 and 250 m below surface and interpreted to plunge to the northwest beneath the overthrust granite. An attempt to mine the deposit in 1997 via a box cut and decline was abandoned owing to poor ground conditions. However given that

IGR Final v3 Page 19

52 FINAL PROSPECTUS

the gold mineralisation extends to surface, Dampier considers that Trident may offer potential for a staged open pit development potentially transitioning to a future underground mine.

Based on Dampier’s initial review of the technical data, there appears to be scope for a re- interpretation of the Trident geological model. In particular, very few drillholes have adequately tested the up-dip extents to the defined mineralisation and the geological model remains inconclusive with respect to the interpretation of the high grade gold lodes. Furthermore, the along strike and depth extensions to the Trident resource towards the former Marwest open pit remain to be adequately assessed.

Given the potential discussed above, Dampier proposes to re-evaluate the Trident deposit to gain a greater understanding of the geological and structural controls to the defined gold mineralisation. Further targeted drilling will also be conducted to determine the presence, location, orientation and dimensions of any up-dip or along strike extensions to the Trident resource, as well as the potential for additional shallower, high grade gold zones capable of supporting an integrated open pit-underground mining operation. In order to advance the Trident prospect towards the development of an open pit mine, Dampier considers it will need to upgrade the status of its exploration target as defined under Section 18 of the JORC Code comprising some 2.5 Mt to 4.7 Mt of drill defined mineralisation with a gold grade ranging from 1.4 g/t Au to 3.4 g/t Au2. Xstract has reviewed and carried out high level verification of this exploration target and concurs with Dampier regarding the potential of this targeted mineralisation.

Whilst the presence of such tonnages and gold grades remains conceptual in nature and require further investigation, Xstract considers that the Trident area offers good potential for shallow, coherent gold mineralisation due to the presence of numerous lower grade gold intercepts extending to surface (which are excluded from the current Mineral Resource estimate) and an apparent inconclusive interpretation of the plunge component to the outlined higher grade zones contained within this low grade envelope. When assessed in combination with the high grade gold zones (refer Figure 2-6), these shallow low grade gold intercepts may improve the prospect economics such that they are able to support a large open pit development going forward.

K2 Area and Near Surrounds The current K2 Mineral Resource (refer to Section 2.3) is largely represented by the down-plunge extension to the gold mineralisation extracted from the former open pit which was completed in 1995 (Figure 2-8). Other sources include shallow defined gold mineralisation associated with the K3, Zone 249 and Zone 249 South areas, which occur towards the northeast and along strike of the K2 and K2 SE Laterite deposits (refer Figure 2-4). Like other deposits in the K1-K2 area, gold mineralisation in proximity to the K2 open pit is hosted within various lithologies located along a northeast-southwest oriented corridor. Although these deposits are relatively continuous both along strike and down dip, higher gold grades and thickened mineralised zones occur at the interfaces associated with the base of complete oxidation and top of fresh rock.

2 The potential quantity and grade of Dampier’s open pit exploration target at Trident remains conceptual in nature and there has been insufficient recent exploration of the shallow up-dip extents to the Trident deposit to warrant its inclusion in a Mineral Resource which has been reported in accordance to the 2004 JORC Code. Furthermore, based on the currently available information, it is uncertain as to whether future exploration activities and/or economic assessment will result in the determination of a Mineral Resource under the JORC Code.

IGR Final v3 Page 20

53 FINAL PROSPECTUS

Figure 2-8: K2 Pit Profile and Interpreted Plunge of the Deposit

Source: Barrick

Dampier plans to initially assess the down-dip potential of the K2 and the K1 gold mineralisation and continue the assessment of the well mineralised although partially drill tested corridor hosting the K1 and K2 deposits and the parallel trend to the immediate southeast hosting the K2 SE Laterite deposit and the Zones 249 and 249 South prospects (refer Figure 2-4). Proposed activities will include targeted drilling to expand the two open pit resources at K2-K3 and K1 SE already defined along this corridor (refer to Section 2.3), detailed structural studies to determine the controls to the gold mineralisation, and resource and mining studies with a view towards selecting the most appropriate development option thereafter. Based on the drilling completed to date along this corridor, Dampier considers there is potential for some 1.9 Mt to 2.1 Mt of mineralised material grading between 1.9 g/t Au and 2.2 g/t Au3 as an open pit exploration target as defined under Section 18 of the JORC Code. Xstract has reviewed and carried out high level verification of this exploration target and concurs with Dampier regarding the potential of this targeted mineralisation.

2.4.2 Advanced Exploration Targets Budgie Corridor The Budgie Corridor is an extensive geochemically anomalous gold zone along the contact between intercalated mafic-ultramafic and metasedimentary rocks in the central portions of the Plutonic Well Belt. The main gold occurrences outlined to date along the Budgie Corridor are the Cobalt and Cinnamon prospects (Figure 2-9). The Corridor is easily accessible from established haul roads given its location some 5 km south-southwest of the Marymia area and 31 km northeast of the Plutonic Gold Mine.

The geology of the Budgie Corridor is characterised by an overturned greenstone sequence in the north comprising basalt, mafic intrusives, ultramafic schists, and altered quartz schists, which are faulted

3 The potential quantity and grade of Dampier’s open pit exploration target in the K1-K2 area remains conceptual in nature and there has been insufficient recent exploration or economic assessments over the area to warrant its inclusion in a Mineral Resource reported in accordance to the 2004 JORC Code. Furthermore, based on the currently available information, it is uncertain as to whether future activities will result in the determination of a Mineral Resource under the JORC Code.

IGR Final v3 Page 21

54 FINAL PROSPECTUS

against younger mafic and felsic volcaniclastic, sandstone and conglomerate units in the south. Both the greenstone and metasedimentary units strike northeast-southwest and dip moderately to steeply northwest. The northeast-striking, northwest-dipping Aviary Fault marks the greenstone/metasediment contact, and is offset by numerous steeply dipping, southeast-trending cross-faults and breccia zones.

To date, the only gold produced within the Budgie Corridor was from the former Budgie Laterite Pit (now part of the Cinnamon prospect) which was mined in 1997, producing 40,208 t at 1.64 g/t Au (high grade) and 24,313 t at 1.17 g/t Au (low grade) for 3,035 oz of contained gold. Higher grade gold mineralisation was associated with the basal nodular to pisolitic laterite, whereas lower grade mineralisation was derived from the overlying pisolitic laterite.

Primary gold mineralisation along the Budgie Corridor is hosted almost exclusively within sheared conglomerates, where it occurs as a combination of narrow quartz veins/stockworks and zones of silica-feldspar-pyrite flooding. High-grade gold zones are characterised by silica, pyrite and biotite alteration, whilst lower grade zones are accompanied by chlorite rather than bioitite. Gold typically occurs in association with other sulphide mineralisation including pyrite, pyrrhotite, marcasite, sphalerite, chalcopyrite and galena.

Figure 2-9: Geology Plan showing the location of the Budgie Corridor and associated deposits

Source: Barrick

Within the oxide zone, supergene gold mineralisation is present along the full length of the Cobalt and Cinnamon prospects. Supergene enrichment has resulted in localised thickened mineralised zones and improved gold grades about the base of complete oxidation and top of fresh rock interfaces. The depth to these interfaces is highly variable and may be a function of preferential weathering in the host lithologies (Figure 2-10). Gold mineralisation/anomalism also occurs within lateritic material preserved along the Budgie Corridor.

Initial exploration of the Budgie area in the late 1980s defined a strong, broad gold-in-soil geochemical anomaly, with subsequent drilling campaigns assessing the underlying lateritic and supergene gold mineralisation. Whilst these extensive, albeit largely shallow, drilling programmes encountered high

IGR Final v3 Page 22

55 FINAL PROSPECTUS

grade and discontinuous gold mineralisation at depth, no coherent primary source for the Budgie gold system was located.

Barrick has previously prepared tonnage and grade estimates for a proposed open pit development at both the Cinammon and Cobalt prospects. Importantly, these estimates do not currently meet the requirements of the 2004 JORC Code and hence are reported here as an open pit exploration target of 0.75 Mt to 0.85 Mt of mineralised material grading between 1.6 g/t Au and 2.6 g/t Au4 as defined under Section 18 of the JORC Code. Xstract has reviewed and carried out high level verification of this exploration target and concurs with Dampier regarding the potential of this targeted mineralisation.

Figure 2-10: Schematic Section showing select significant drill hole intercepts at Budgie-Cinnamon

Source: Barrick

Xstract understands that Barrick has previously lodged a Notice of Intent to mine the Cobalt and Cinnamon deposits. Approval to commence mining of these deposits was received in December 2004, however Barrick elected not proceed owing to a subsequent decision to cease open pit mining of the satellite deposits. Barrick also completed a number of deeper drill holes at Cinnamon which intersected several stacked gold mineralised structures with an interpreted shallow dip to the northwest (refer Figure 2-10). While insufficient drilling has been completed at this stage, Dampier is encouraged by the extent, grade and thickness of these intersections.

Based on its initial review of the available drilling data, Dampier considers the potential of the Budgie Corridor for large-tonnage gold discoveries to be high given the broad surface geochemical anomaly

4 The potential quantity and grade of the Cinnamon-Cobalt open pit exploration target remains conceptual in nature and there has been insufficient recent exploration or economic assessments to warrant its inclusion in a Mineral Resource reported in accordance to the 2004 JORC Code. Furthermore, based on the currently available information, it is uncertain as to whether future activities will result in the determination of a Mineral Resource under the JORC Code.

IGR Final v3 Page 23

56 FINAL PROSPECTUS

associated with the defined deposits and paucity of deeper drilling outside of the immediate Cinnamon and Cobalt deposit areas. In particular, Dampier considers the along strike extents to the southwest of Budgie-Cinnamon area towards Triple P to be prospective given the eroded lateritic profile (thus accounting for the reportedly poor geochemical response in the area) and lack of any meaningful drilling at depth (Figure 2-11).

Figure 2-11: Gold-in-soil Geochemical Anomalies in the Budgie and Minneritchie Areas

Source: Barrick

The spectral colours indicate the relative magnitude of geochemical anomalism, with the violet being the lowest and red/white being the highest.

Minneritchie Area The Minneritchie area corresponds with a significant deviation along the central-western margin of the Plutonic Well Belt, some 25 km to the northeast of the Plutonic Gold Mine. The area contains several abandoned open pits, including the former Exocet, Pelican, Albatross-Flamingo and Triple P open pit mines which collectively produced some 122,000 oz of gold between 2000 and 2005 (Figure 2-12). As previously disclosed in Section 2.3, two small open pit resources are reported for Albatross-Flamingo and Triple P.

The geological setting of the Minneritchie area is broadly analogous to that at the Plutonic Gold Mine, comprising an ultramafic-mafic volcanic to volcano-sedimentary package structurally emplaced against granitoids to the west and deformed metasedimentary units to the east. Cumulate and komatiitic ultramafic rocks dominate the western portion of the Minneritchie area and have been thrust over basalts and/or mafic volcano-sedimentary units along the Quartz Hill Thrust (shown in red on Figure 2-12). This ultramafic-mafic package has been intruded by a series of dolerite and quartz-feldspar porphyry bodies and intensely deformed resulting in tight folds, shear zones and a strong penetrative foliation.

IGR Final v3 Page 24

57 PROSPECTUS

Page 25

Figure2-12: Geology ofthe Minneritchie area Barrick Barrick Source:

FINAL 58 IGR Final v3 FINAL PROSPECTUS

Gold mineralisation within the Minneritchie area is hosted within shear zones formed at lithological and/or structural contacts with good rheological contrasts, most commonly between basalts and sediments or felsic porphyry intrusions in the east and ultramafic units in the west. The best grades are developed where these shears are intersected by cross-cutting faults. The most prospective structures include the Quartz Hill Thrust and Granite Overthrust (shown in blue on Figure 2-12), where they are intersected by cross-cutting structures.

Much of the identified gold mineralisation in the Minneritchie area was previously outlined by soil geochemical sampling with several large anomalies defined (refer to Figure 2-11). A number of these anomalies have since been tested by shallow RAB and limited reverse circulation (“RC”) drilling. However, very little of the area has been adequately tested and hence the overall prospectivity of the area, particularly at depth, is considered to be high.

Dampier currently proposes to re-evaluate the available data and conduct further studies within the Minneritchie area, with an initial focus on the remnant resources at Triple P and Albatross- Flamingo. In addition, the extensive gold-in-soil geochemical anomaly which surrounds these deposits remains partially untested (refer to Figure 2-11) and warrants additional drilling in order to fully evaluate its gold potential.

The geology of the Triple P deposit has previously been outlined in Section 2.2.3. For completeness, the geology of the Albatross-Flamingo deposit is discussed below.

The Albatross-Flamingo area was previously mined by five shallow open pits (Albatross, Flamingo, Flamingo North, Albatross West and Flamingo South, refer Figure 2-11) to maximum depth of approximately 40 m between April and December 2002 for 18,400 oz of contained gold. The Albatross-Flamingo gold mineralisation is hosted by east-northeast to north-northeast trending shears and quartz stockwork veins developed within a flat lying felsic to mafic-ultramafic volcano-sedimentary sequence. This sequence is overlain by an ultramafic thrust unit to the northeast, folded about the Flamingo Synform and truncated to the south by an east-northeast striking, north-dipping fault. The stratigraphy is also cut by numerous narrow discordant quartz-goethite veins which are interpreted to be related to regional and local deformation. Gold mineralised zones typically extend up to 80 m along strike and between 4 m and 30 m in width. Laterite gold mineralisation also occurs in proximity to both the Albatross and Flamingo open pits.

2.4.3 Early Stage Exploration Targets and Concepts Previous explorers have completed extensive, albeit largely shallow exploration over the Plutonic Well Belt as seen in Figures 2-13 and 2-14. However, the presence of post-mineralisation over-thrusting, multiple mineralisation styles, extensive cover sequences and limited deeper drilling over significant portions of the belt suggest that the potential for further gold discoveries within Dampier’s project area remains high.

IGR Final v3 Page 26 59 PROSPECTUS Page 27

Figure2-13: All Drilling withinthe Plutonic Well Belt greaterthan 50Depthm

FINAL IGR Final v3

60 PROSPECTUS Page 28

Figure2-14: drilling All within the Plutonic Well Belt Greaterthan 100Depthm

FINAL

61 IGR Final v3 FINAL PROSPECTUS

Whilst various targets at different stages in the exploration pipeline have previously been identified within the belt, the area’s history of fragmented ownership and inconsistent corporate objectives has meant that these targets were not always followed-up or alternatively, subsequent work was inadequate. Dampier plans to compile and re-evaluate the available technical information relating to its Plutonic Dome project to ensure that the previously identified targets and prospects had been adequately assessed as well as generating new exploration targets. Those to be initially assessed by Dampier represent early stage exploration plays over prospective lithologies and structures and include: • the low grade gold mineralisation (+0.5 g/t Au) and strong multi-element soil and drilling geochemical anomalies along the K1-K2 corridor and in the surrounding Colossus-Degara area at Marymia located along the central-northern margin of the belt; • the main mineralised trends within the lightly explored area extending from Minneritchie towards the Plutonic Gold Mine; • quartz vein hosted gold mineralisation reportedly occurring within granite to the west of K2; and • the tenement areas proximal to the Jenkin Fault structure that is interpreted as a controlling feature to the recent Doolgunna copper-gold discoveries.

2.5 Mining, Metallurgical and Processing Considerations

2.5.1 Mining Whilst cutbacks to access additional ore have previously been planned on the K1, K2-K3, Triple P and Flamingo-Albatross open pits, much of the more recent assessment of mining options available to Barrick within Dampier’s tenements has been directed towards assessing the underground development potential of the Trident and K2 deposits. A brief overview of the results from these studies is presented below in addition to a brief discussion of Dampier’s proposed strategy going forward.

Trident The Trident deposit remains undeveloped, despite its status as one of the largest gold resources in the Plutonic Well Belt outside of the Plutonic Gold Mine. In 1997, an attempt was made to access the Trident deposit via the Trident box cut and decline. However, the decline collapsed after only 32 m of development was completed. Following the failure, the development was abandoned due to continuous roof failures.

Poor ground conditions combined with the shallow dip of the deposit make evaluation of a suitable mining method at Trident difficult. Ground conditions reportedly vary from strong, slightly jointed to weak, highly fractured ultramafic rocks. Shear zones occur throughout the surrounding host rocks but appear more dominant in proximity to the mineralised zone.

The deposit has been the focus of several previous open pit and underground studies dating back to 1997. However, the variable geometry (ranging from steeply dipping in the south to moderately dipping in the north), high stripping ratios and reportedly low grades of the mineralised lenses close to surface indicated that Trident was unlikely to be economically viable using open pit, bulk mining parameters and costs at that time (early to mid-2000s). Following Barrick’s cessation of open pit mining on the satellite resources in 2005, the primary focus at Trident shifted towards evaluating underground development options.

The most recent study conducted by Barrick in late 2008 / early 2009 investigated the possibility of a decline being driven over a distance of approximately 1,000 m from the base of the nearby Marwest open pit to circumvent some of the ground support issues outlined by previous evaluations. Under this strategy, the deposit was proposed to be mined by long-hole sublevel stoping, with details regarding the likely sequencing remaining to be determined. Stable stope lengths were estimated to range from 15 to 65 m, with a recommended stope design length of 15 m by 15 m. Recent studies using a long term gold price significantly below the current spot price suggests the deposit will generate a positive net present value, however geotechnical risks rendered such a development impractical from a safety point of view.

IGR Final v3 Page 29

62 FINAL PROSPECTUS

Whilst Trident reportedly remains open both down-dip and along strike, Dampier’s current strategy is to focus on further assessment of the up-dip potential of the currently defined Mineral Resource, with a view toward defining sufficient mineralisation to initially support an open pit mining operation. Obviously, additional shallow mineralisation needs to be defined in order to improve the current stripping ratio. Depending on the success of such an exploration programme, Dampier would then assess a phased approach to the development of Trident with an open pit mine potentially transitioning to an underground operation. Dampier favours the development of an initial open pit mine at Trident as this is likely to alleviate many of the geotechnical issues associated with the ultramafic host rock, as well as providing an improved basis for ascertaining the geological and geotechnical risks prior to any future underground development.

Xstract endorses Dampier’s approach to the proposed development of the Trident deposit, which remains subject to further detailed drilling, a geotechnical review, reserve estimate and mining study. Given that a number of significant studies remain to be completed at Trident, Xstract is unable to provide a meaningful opinion of the expected economic viability of Dampier’s strategy at this stage.

K2 Underground The K2 deposit was previously mined by an open pit to a depth of 127 m below the current surface. Following the completion of open pit mining in 1995 and subsequent underground mining studies, preliminary work began on developing an underground mine at K2. Problems with maintaining wall stability in the open pit, lead to the abandonment of the original in-pit portal in preference to a 25 m deep box cut located near the northern edge of the K2 waste dump. This box cut was excavated in April 1997 to access the K2 underground deposit via a decline. The decline encountered ground support difficulties within the oxide and transitional zones, requiring significant shotcreting, meshing and bolting. However, upon reaching fresh rock (at -530 mRL or approximately 120 m below surface) the ground conditions were described as good. The decline had just reached the first ore when all operations within the Marymia mining camp were ceased in 1998 due to a fall in the gold price.

The K2 underground mineralisation occurs as a series of parallel steeply dipping (80° to 85°) narrow (2 m) mineralised surfaces striking northeast. The main lode extends over a distance 260 m while the other lodes (West and East) are discontinuous and carry comparatively low grade.

Following the completion of the K2 SE Laterite open pit in January 2005, Barrick carried out a number of studies to investigate the development of the K2 underground deposit, with the most recent completed in March 2009. This latest study was based on a longhole open stoping scenario by either owner or contract mining from the existing underground infrastructure. Whilst the results of this evaluation were positive, further analysis was recommended to assess geotechnical risks, uncertainty with geological grade estimates, equipment availabilities and ore grade, gold price and operating cost sensitivities.

A recent inspection by Barrick of the 4.5 m by 4.5 m K2 decline indicates that there are some signs of stormwater erosion, shotcrete cracking and slumping, and minor wall failures in the upper portions of the decline. Water egress at lower levels has resulted in multiple wall and back failures. In addition, the existing K2 open pit and approximately half of the decline are flooded with an estimated 150,000 cubic metres (“m3”) of water.

Xstract understands that the following permits are still current for the K2 area and support the potential recommencement of mining activities: • Clearing Permit for the K1-K2 area (CPS 319-2 K1-K2); • The Notice of Intent K2 Project Area (M52/233 & M52/183) dated January 2005; and • K2 Mining Approval (letter and original NOI will require review and changes to be made prior to commencement of any future mining activity).

Upon listing, Dampier proposes to carry out a review of the available data relating to the K2 underground mine in order to establish whether the development of this project is currently feasible and

IGR Final v3 Page 30 63 FINAL PROSPECTUS

what work, if any, is required going forward. A cutback of the K2 open pit as part of the K3 open pit development will also be considered as part of this review.

2.5.2 Metallurgy Trident Staged metallurgical testwork programmes completed between 1996 and 1998 suggested that the gold mineralisation at Trident is associated with silicates and potentially refractory. The first test programme was designed to study the recovery of gold by gravity and cyanide leaching. The results from this stage indicated very low levels of gravity recoverable free gold, which was only marginally improved by decreasing the grind size from 106 μm to 75 μm. Leaching recoveries reportedly ranged from 73% to 88%.

A second intensive metallurgical testwork programme conducted in 1997 comprised Filblast cyanidation, vat leach cyanidation, Knelson gravity tests, regrinding and releaching. A total recovery of 89.8% with a tail of 1.07 g/t Au (after regrinding to 20 μm and 30μm) was achieved from the leach residue. Subsequent de-sliming testwork and finer grinding (15μm) provided a total recovery of ~89.7% (i.e. very little improvement).

K2 Staged metallurgical testwork programmes completed between 1990 and 2004 included hardness, and grinding simulation and assessment, leach and CIP test on oxide and sulphide ore samples. In particular, gravity concentration and cyanidation testing of K2 sulphide ore was conducted in 1996. Results demonstrated the existence of free gold in the K2 sulphide ore and the suitability of a gravity concentration step prior to cyanidation. The cyanidation test performed on the sulphide ore ground to 106µm for 48 hours returned a recovery rate of 86.6%.

Preliminary leach testwork was subsequently performed on RC drill chips from the oxide, transitional and primary material at K2 in 2004. Reported recoveries were all greater than 92% with oxide (94.9%) and primary material (93.5%) yielding slightly better recoveries than transitional material (92.7%).

K1 SE Transitional material from the K1 SE deposit reportedly yielded slightly better recoveries (94.1%) than oxide (93.4%) and primary material (92.5%). Furthermore, medium grade material yielded slightly better recoveries (94.3%) than low grade (93%), and high grade material (93.8%). High grade transitional material yielded the overall best recoveries (97.32%). These recoveries compared well with recoveries obtained by previous project holders (95% to 96%) as part of the K1 feasibility study dated 1991.

High recoveries in the primary zone indicate that the gold is likely to be free milling and not locked in the associated sulphide minerals.

Albatross-Flamingo Previous metallurgical test work undertaken on the open pit mineralisation associated with the Albatross-Flamingo deposits indicated good recoveries, reaching 93.9% after 24 hours, however the ore was found to be viscous and some difficulty was experienced settling and filtering the slurry. Importantly, primary ores from both deposits were not tested.

Triple P A review of the metallurgical recoveries at Triple P (A Zone) was carried out in 2002, using previous mining monthly reports, internal memoranda, project review and internal/external metallurgical testing. These reports note that gold recoveries in the processing plant were low due to the levels of arsenopyrite in the primary ore. This also resulted in higher oxygen and cyanide consumption when this ore was processed. Additional testing was conducted on ores from the Triple P open pit in early 2006, which found that gold recovery was lowest in the primary ore zones with an average of 79.9%, however, individual recoveries ranged from 35.5% to 95.5%.

IGR Final v3 Page 31

64 FINAL PROSPECTUS

Subsequent multi-element analysis in August 2006 confirmed that the Triple P deposit contained elevated arsenic levels, however there is a poor to moderate correlation between gold and arsenic. Better correlations existed of gold to bismuth and silver, however the relationships were still poorly defined. Further analysis of the Triple P mineralisation is required.

Budgie Corridor Previous metallurgical test work over the Budgie deposits (including Cinnamon and Cobalt) assessed the laterite, oxide, transitional, and primary mineralised material. Laterite, oxide and primary material typically yielded better recoveries than transitional material. In all cases recoveries were around or above 90%.

2.5.3 Processing Dampier’s ASA with Barrick includes a framework which provides the terms on which the parties will, subject to Dampier preparing a mine plan, negotiate in good faith with a view to entering into an Ore Purchase Agreement. If an Ore Purchase Agreement is executed on the terms envisaged by the ASA, Dampier will have the opportunity to process any gold-bearing ore at Barrick’s Plutonic gold processing facility subject to meeting certain predefined specifications.

The Plutonic plant has treated in excess of 41 Mt of ore and produced approximately 4.1 Moz of gold since it was commissioned in 1990. The original process plant (“PP1”) was upgraded to a three stage crushing circuit in 1994, which was followed in 1996 by the addition of a complete second circuit (“PP2”). Originally, PP1 was used for treating primary ore whilst PP2 was used for treating oxide ore. However in mid-2004, these circuits were combined to their current configuration comprising the original PP1 crushing and milling circuit, and a combined PP1/PP2 leaching circuit. Both the PP1 and PP2 leaching circuits operate in parallel. The plant produces doré which is shipped off-site for refining into gold bullion.

The Plutonic processing facility is currently treating run of mine ore at levels well below its nameplate capacity of 1.9 Mtpa. Dampier’s intention, should its exploration efforts prove successful in future, is to enter an Ore Purchase Agreement prior to commencing any mine development activities.

2.5.4 Other Considerations Other observations either made by or made known to Xstract during its review included the following: • The project is 100%-owned and is not subject to any significant third party royalties or back-in rights. Barrick will retain a small royalty entitlement from any gold production from within Dampier’s tenements and the right to explore and mine ore below 265 mRL (circa 300 m below surface) on six tenements adjoining the Plutonic Gold Mine, subject to the payment of a reciprocal royalty to Dampier on any ore production (refer to tenements highlighted in blue on the tenement plan outlined in Appendix A); • Barrick has previously lodged Notices of Intent to mine the K2 and Cinnamon and Cobalt prospects which remain current; • Access and Compensation Agreements are in place with the local landowners of the main affected pastoral leases; • Several flora species listed on the Department of Environment and Conservation Priority Flora database occur in the Plutonic Well Belt. The “Mulgara” (Dasycercus cristicauda) is a small carnivorous marsupial found within the belt and is currently classified as “vulnerable” under the Environmental Protection and Biodiversity Conservation Act 1999. Barrick has developed systems for managing identified flora and fauna conservation issues. Dampier intends to base its future exploration activities on Barrick’s guidelines and systems; and • The former open pit and underground mining areas within Dampier’s project area have been substantially rehabilitated. Rehabilitation bonds totalling A$5.18 M are lodged against Dampier’s tenements for which the Company intends to seek a reassessment.

IGR Final v3 Page 32

65 FINAL PROSPECTUS

2.6 Proposed Programme and Expenditure

Dampier has prepared a staged exploration budget to fund the future assessment of the Company’s key targets over the next 18 to 24 months. This programme includes targeted drilling, mine planning, pre-development studies of the Trident, K1-K2 and Budgie deposits. It is also Dampier’s intent to commence data compilation, geological and structural mapping and further drilling in the first year following its ASX listing in support of its regional exploration initiative. Dampier’s proposed work programme, along with the associated budget, is outlined in Table 2-3.

Table 2-3: Dampier’s Plutonic Dome Project Proposed Exploration Budget (net of corporate overheads, environmental bond replacements and acquisition costs)

Activity Stage 1 Stage 2 Total Cost expenditure expenditure (A$) (A$) (A$) Technical Studies 575,000 675,000 1,250,000 Drill access and site preparation 25,000 25,000 50,000 Drilling programmes 1,275,000 1,390,000 2,665,000 Assay 500,000 650,000 1,150,000 Rehabilitation and Monitoring 350,000 150,000 500,000 Tenement Administration 1,228,950 1,251,950 2,480,900 Salaries and wages 677,000 690,100 1,367,100 Travel and Accommodation 260,000 260,000 520,000 Plant and Equipment 300,000 200,000 500,000 Total 5,190,950 5,292,050 10,483,000

Should Dampier only raise the minimum amount, a revised exploration budget of A$7.23 M is proposed that will be directed towards advancing the Trident, K1-K2 and Budgie deposits to the stage of development (Table 2-4). Dampier has indicated to Xstract that should it not achieve the full subscription amount of A$20 million or the final amount raised is between the minimum and maximum subscription amounts, then the Company will reduce the level of expenditure directed towards exploration in Stage 2.

Table 2-4: Dampier’s Plutonic Dome Project Proposed Exploration Budget if minimum amount is raised (net of corporate overheads, environmental bond replacements and acquisition costs)

Activity Stage 1 Stage 2 Total Cost expenditure expenditure (A$) (A$) (A$) Technical Studies 450,000 400,000 850,000 Drill access and site preparation 50,000 0 50,000 Drilling programmes 1,275,000 0 1,275,000 Assay 500,000 50,000 550,000 Rehabilitation and Monitoring 350,000 75,000 425,000 Tenement Administration 1,228,950 1,251,950 2,480,900 Salaries and wages 654,600 200,700 855,300 Travel and Accommodation 260,000 130,000 390,000 Plant and Equipment 250,000 100,000 350,000 Total 5,018,550 2,207,650 7,226,200

Xstract considers the budget proposed by Dampier to be sufficient to provide a meaningful assessment of the key targets outlined at Trident, K1-K2 and Budgie. Xstract considers Dampier’s approach to the management of its work programme and associated budget to be appropriate and prudent given the varying maturity of the targets currently defined.

IGR Final v3 Page 33

66 FINAL PROSPECTUS

2.7 Opinion

From Xstract’s assessment of the available data it is evident that Dampier’s Plutonic Dome Project acquisition will provide the Company with a robust resource base located in an active mining district and with potential access to established infrastructure. These factors combined with the project’s excellent exploration potential enhances the Company’s ability to advance rapidly towards gold production.

In Xstract’s opinion, the Trident resource provides the best short term opportunity for potential future development based on an integrated open pit-underground mining scenario. There is also scope to increase the currently defined resources at Trident, K1-K2-K3, Triple P and Albatross-Flamingo given the generally robust continuity and style of gold mineralisation encountered to date. This is an attribute shared with the other gold deposits of the Plutonic Well Belt, most notably the Plutonic deposit which has been mined to considerable depths. Additional targets along the Budgie Corridor also appear prospective for economic quantities of gold mineralisation. Whilst the viability of these deposits has not yet been demonstrated, and is subject to further studies, the results outlined by previous explorers are encouraging.

Dampier’s Plutonic Well Project also hosts several conceptual targets which remain untested and represent worthy exploration targets that offer potential for further discoveries of high grade gold mineralisation. Importantly, Dampier’s mine development aspirations are further supported by the project’s proximity to the under-utilised Plutonic processing facility and associated infrastructure, as well as the extensive historical exploration database which provides for the rapid identification and development of any future discovery. In this context the exploration activities proposed by Dampier is justified.

Whilst the project has been extensively explored historically, there are sizeable areas which remain largely untested, particularly at depths greater than 100 m. Certainly the geological and structural complexity, the extensive cover sequences and paucity of deep drilling over the Plutonic Well Belt have inhibited previous exploration success. However, these same attributes provide for significant opportunities to a well-resourced exploration company with the technical expertise and the ability to effectively investigate and test the gold potential of such an environment.

The geologically driven exploration strategy presented by Dampier will result in the re-interpretation and re- testing of several previously identified targets, as well as the generation of new targets for future assessment. This strategy provides for the discovery of further zones of high grade gold mineralisation associated with the Trident gold deposit, extensions to the K1-K2-K3 mineralisation along strike and at depth, and the discovery of new gold deposits associated within defined structural and stratigraphic positions, including the recognised Budgie Corridor. Xstract concurs with Dampier that the project area also remains prospective for the discovery of moderate to high grade gold deposits within deformed, sheared, intensely altered and veined ultramafic-mafic volcanic units, in geological settings akin to the Plutonic gold deposit along the prospective northwestern margin of the belt.

In summary, Xstract considers the Plutonic Dome Project provides Dampier with a low risk path to future gold production, as evidenced by: • potential access to Barrick’s established processing infrastructure; • the currently defined resource/reserve base and advanced exploration status of a number of other deposits; • the granted status of mining leases over the major prospects and registered Notices of Intent to mine over the K2 and Budgie areas; • the 100% equity interest in the project tenements that Dampier will acquire under the Asset Sale Agreement; and • the presence of a series of laterally extensive, mineralised trends which host a number of significant gold prospects. Whilst some of these prospects have been the subject of concentrated previous exploration, the majority of these trends remain substantially underexplored.

Xstract has reviewed Dampier’s proposed exploration and budget and considers these expenditures are warranted given the mineralisation encountered to date and likelihood of further exploration success going forward.

IGR Final v3 Page 34

67 FINAL PROSPECTUS

3 DECLARATIONS

3.1 Independence

Xstract is a privately owned and operated resource industry consultancy providing independent, strategic and tactical advice, and personalised professional services, to exploration and mining companies, engineering firms, financial institutions and investors. Xstract operates through its offices in Brisbane and Perth. Xstract’s Corporate Services include technical audits, due diligence, project reviews, valuations, mineral specialist reports, project management plans and corporate advice.

Neither Xstract, nor any of the authors of this report, have any current material or contingent interest in the outcome of the report, nor do they have any pecuniary or other interest that could reasonably be regarded as being capable of influencing their independence or that of Xstract. Xstract has no prior association with Dampier in regard to the mineral tenements that are the subject of this report. Xstract’s fee for completing this report is based on its normal professional daily rates plus reimbursement of incidental expenses. The payment of that professional fee is not contingent upon the outcome of this report.

3.2 Qualifications

This report has prepared by Jeames McKibben (Principal Consultant - Corporate Services), Stefan Mujdrica (Principal Consultant - Geology), Shaun Barry (Senior Consultant – Corporate Services), Matthew Stephens (Principal Consultant – Geology) and peer reviewed by Mark Noppe (Managing Director and Principal Consultant – Geology). All are permanent employees of Xstract. Jeames McKibben (GM Corporate Services - Principal Consultant) During his more than 16 years experience in the mining and mineral industry, Jeames has served in a diverse range of roles including corporate consultant, project manager, geologist and analyst. He has a strong record in project due diligence, independent technical review, valuation, deposit evaluation and the promotion of best practice strategies in the workplace. As a corporate consultant he specialises in valuations and Mineral Expert Reports for equity transactions and Independent Technical Reports in support of project finance. He has assisted numerous mineral companies, financial and legal institutions in securing regulatory approvals for IPOs and other secondary filings on the following international exchanges: Australian Securities Exchange, Alternative Investment Market, London Stock Exchange, Johannesburg Securities Exchange and Toronto Stock Exchange. Other mandates include technical due diligence in support of information memoranda, divestments, acquisitions and mergers, Pre-Feasibility Studies and independent Competent Persons’ Reports. Jeames has a MBA and a BSc (First Class Honours), and is a Member of the AIG and the Australasian Institute of Mining and Metallurgy (“AusIMM”) and a CP (Geo) with the AusIMM. Shaun Barry (Senior Consultant – Corporate Services) With over 20 years experience, Shaun is a mineral industry professional experienced in mineral economics, mining business analysis, and minerals marketing. In his previous role as a Senior Marketing Specialist, Shaun worked for Rio Tinto Alcan in their Brisbane offices. His main focus was to provide support in strategic commercial projects and synergy projects in the acquisition of Alcan with emphasis on business improvement. Prior to this, Shaun was a Senior Sales Specialist for Rio Tinto Alcan (2006-2007). Shaun has worked for Anglo Coal Australia as a Senior Business Analyst (2004-2005), Anglo Platinum’s Marketing Manager (1999- 2004) and prior to this as a Mining Share Analyst, Mineral Economist and Mine Geologist in South Africa. Shaun has a BSc (Hons) (Geology), MSc (Engineering-Mineral Economics) and a Diploma in Investment Management. Matthew Stephens (Principal Consultant – Geology) Matthew has over 25 years of continuous experience in the mining industry, having worked in Metalliferous Mining, Development, Resource Evaluation and Exploration. Matthew has been involved in the active (i.e. “hands on”) exploration of a variety of commodities including Gold, Base Metals, Iron and Uranium as well as having detailed exposure with the development and mining of nine underground mines and nine open pit operations throughout Queensland, Western Australia, New South Wales and the Northern Territory. Matthew has had a broad exposure to Mine Design, Resource Evaluations, Grade Control Procedures and Reviews, Pre

IGR Final v3 Page 35

68 FINAL PROSPECTUS

Feasibility, Feasibility and Due Diligence studies as well as Geotechnical Reviews, Independent Geologist Reports and Prospectus Generation. Since 1993, Matthew has worked as an independent consultant for more 30 companies. Matthew holds a BAppSc (Geology) and is a member of the AusIMM. Stefan Mujdrica (GM Geology - Principal Consultant) Stefan has over 20 years of mining industry experience, and his career has spanned from exploration to mining geology positions in a number of managerial roles and locations. His previous role as General Manager and Principal Consultant Geologist of the Brisbane office for Snowden (2001-2008) involved managing a team of 30 consultants and administrative personnel within various disciplines. Geological expertise includes technical reviews, due diligence, sampling and reconciliation, short-term grade control strategies, resource estimation, database/computer management, feasibility studies, geostatistics, risk assessment through conditional simulation, mentoring and training. Stefan's experience covers a range of commodities in a variety of geographic locations and geological settings, including bauxite, gold, copper, cobalt, zinc, lead, silver, PGEs, potash, kaolin, coal and iron ore. Stefan has worked globally including countries such as Ghana, CIS, Eastern Russia, Thailand, Indonesia, Brazil, Peru, Chile, Argentina, Papua New Guinea, Canada, United States, Namibia, South Africa and Australia. Stefan holds a BAppSc (Geology), MSc (Exploration Geology), is a Microsoft Certified Systems Engineer, a member and CP (Geo) of the AusIMM. Marke Noppe (Managing Director - Principal Consultant) Since graduating as a geologist in 1983, Mark worked in South Africa for Anglo American Corporation (1984- 1997), and in Western Australia and Queensland for Snowden Mining Industry Consultants (1997-2008) and Mining Associates (2008-2009) in exploration, mining geology, practical geostatistics applications, resource estimation, grade control, mine reconciliation and professional training and mentoring. Mark has been in consulting since 1995 and his technical experience covers a wide range of commodities, geological and mining settings, including coal, gold, nickel laterite and sulphide, alluvial, eluvial and hard rock diamonds, base metals and industrial minerals. He has previously held positions as Chairman of the Southern Queensland branch of the AusIMM, and the Geostatistical Association of Australasia. Mark has a BSc (Geology; Chemistry), MSc (Exploration Geology), post-graduate Diploma (Terrain Evaluation), is a Member of the AusIMM (MAusIMM) and a CP (Geo) with the AusIMM.

3.3 Competent Person Statement

The information in this report that relates to Mineral Resources or Ore Reserves is based on information compiled by Mr Maurice Rowley, who is a Member of the Australian Institute of Mining and Metallurgy. Mr Rowley is the Senior Manager Geology and a full time employee of Barrick (Australia Pacific) Limited. Mr Rowley has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Mr Rowley consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

The information in this report that relates to Exploration Results is based on information compiled by Mr Antony Shepherd, who is a Member of the AusIMM. Mr Shepherd is a full time employee of Barrick (Australia Pacific) Limited where he holds the title of Manager Mine Exploration. Mr Shepherd has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr Shepherd consents to the inclusion in this report of the matters based on her information in the form and context in which it appears.

The information in this report that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled has been reviewed by Mr Jeames McKibben, who is a Member of the AusIMM and the AIG. Mr McKibben is a full time employee of Xstract Mining Consultants Pty Ltd where he holds the title of GM-Corporate Services and Principal Consultant. Mr McKibben has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr McKibben consents to the inclusion of this report in Dampier’s Prospectus in the form and context in which it appears.

IGR Final v3 Page 36

69 FINAL PROSPECTUS

3.4 Reporting Standard

This report has been prepared in accordance with the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports (“2005 VALMIN Code”) and the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (“2004 JORC Code”). Further guidance has been provided by the rules and guidelines issued by such bodies as the ASIC and ASX which pertain to Independent Experts Reports. Of particular importance to the preparation of publicly disclosed Independent Expert reports in Australia are ASIC’s Regulatory Guides 111 (Contents of Expert Reports) and 112 (Independence of Experts).

The report has been prepared to the standard of, and is considered by Xstract, to be a Technical Assessment Report under the Section 14 of the 2005 VALMIN Code. This report does not express an opinion as to the value of the mineral assets or tenements involved, nor to the ‘fairness and reasonableness’ of any transactions between Dampier and other third parties.

Dampier was provided with a draft version of this report to enable the company to verify the accuracy of statements contained here within or the omission of any material information falling within Xstract’s mandate.

3.5 Terms of Reference

This report has been prepared at the request of Dampier to provide an independent opinion on the merits of the Company’s proposed gold assets located in Western Australia. It is our understanding that this report is to be included in its entirety in Dampier’s Prospectus for a potential listing on the ASX.

The aspects reviewed for input into this report include the geological setting, exploration potential, mineral resources and development considerations for these assets. Xstract has reviewed and commented upon the estimation methodology utilised and the resulting resource models supporting the mineral resource statements in order to ensure that these are not materially misleading or inappropriately derived. As a rule, Xstract does not re-estimate the current mineral resource estimates derived by appropriately qualified personnel unless Xstract’s review raises material concerns with the estimates and/or the classification of the resources in terms of the 2004 JORC Code. Xstract will however, as a matter of course comment on the risks and opportunities associated with the estimates and ensure that these are presented with due regard to the requirements of transparency and materiality as incorporated into the JORC Code.

In the execution of our mandate Xstract has reviewed all relevant technical and corporate information made available to us by the Directors of Dampier. Xstract has supplemented this information where necessary with information from its own data sources. However, where discrepancies arise and no alternative comments are provided, data and interpretations are provided by Dampier or Barrick prevail in this report. We have accepted all such information in good faith as being true, accurate and complete, having made due enquiry.

The conclusions expressed in this report are appropriate as at 21 June 2010. All monetary values outlined in this report are expressed in Australian dollars unless otherwise stated.

3.6 Data Sources

Pursuant to its engagement, Xstract has relied upon information compiled by Dampier and Barrick, as well as information gained from other public sources. Data for this report was provided by Dampier’s Directors and consists of internal and open-file project memorandums, technical reports and location plans, which were all provided by Dampier and the project vendor, Barrick. Key sources are outlined in Section 4 of this report.

For the specific purpose of this report, Mr Jeames McKibben carried out a site visit to Dampier’s project between 8 and 10 February 2010. During the visit, Mr McKibben inspected the key exploration targets, reviewed the previous exploration results, geological sections and estimates. Discussions were also held with Barrick’s site geologists and Directors of Dampier.

IGR Final v3 Page 37 70 FINAL PROSPECTUS

3.7 Warranties and Indemnities

Dampier has represented in writing to Xstract that full disclosure has been made of all material information and that to the best of its knowledge and understanding, such information is complete, accurate and true.

As recommended in Section 39 of the VALMIN Code, Dampier has provided Xstract with an indemnity under which Xstract is to be compensated for any liability and/or any additional work or expenditure resulting from any additional work required which: • results from Xstract’s reliance on information provided by Dampier and/or Barrick that is materially inaccurate or incomplete, or; • relates to any consequential extension of workload through queries, questions or public hearings arising from this report.

3.8 Consent

Xstract consents to this report being included in Dampier’s Prospectus in the form and context in which it is provided, and not for any other purpose. Xstract provides this consent on the basis that the technical assessments and opinions expressed elsewhere in the Prospectus are considered with, and not independently of, the information set out in Xstract’s complete report.

4 BIBLIOGRAPHY

Andrews, P, dated 13 March 2009: Memorandum – Initial geotechnical recommendations for Trident. Bagas, L, 1998: Geology of the Marymia – 1:100 000 sheet Western Australia Geological Survey, 1:100 000 Geological Series Explanatory Notes. Bagas, L, 1997/98: The Archaean Marymia Inlier – a review of its tectonic history and relationship with the Archaean Yilgarn Craton, Geological Survey of Western Australia – Annual Review. Barrick Australia, 2008: Yilgarn SSG – 2008 Exploration Ranking Review – Plutonic – Marymia Geology Overview. Beardsmore, T, 2002: Marymia Pit mapping Report. Bourne, B, dated 21 August 2000: Memorandum – PPP Geophysics, Memorandum Homestake Gold of Australian Limited. Congdon, R, dated 9 April 2008: Memorandum – Trident Diamond Tail 2007 Structural Analysis”, internal memorandum to Barrick Australia. Curd, S, 2009: K2 Underground High Level Summary, Internal Memorandum Barrick Gold Corporation. Dampier Gold Limited, dated February 2010: Information Memorandum. Dampier Gold Limited, dated November 2009: Presentation entitled “Plutonic Dome Gold Project”. De Plessis, E., Parker, B., and White, A, 2008: Annual Report Project 6490 Marymia, Project 6520 Plutonic, Project 6523 Plutonic Extended and Project 6530 Freshwater – Period 1 January 2007 to 31 December 2007. Technical Report No 1257 Barrick Gold of Australia. Engelbrecht, A, dated 6 May 2009: Memorandum – Trident re-model 2009” Internal memorandum, Barrick Australia. Fallon, M., Porwal, A., and Guj, P, 2009: Prospectivity Analysis of the Plutonic Marymia greenstone belt, Western Australia. Fallon, M., and Tavcar, B, 2006: Annual Report Project 6490 Marymia, Project 6520 Plutonic, Project 6523 Plutonic Extended and Project 6530 Freshwater, Period 1 January 2005 to 31 December 2005. Technical Report No 1184 Barrick Gold of Australia.

IGR Final v3 Page 38

71 FINAL PROSPECTUS

Fallon, M., McCallion, M. Gouldstone, S., and McIntyre, C., 2000: Report on the Mineral Resource and ore Reserve estimations for Trident as at December 2000, Homestake Mining Company of Australia Limited. Fallon, M., McCallion, M. and McIntyre, C., 2000: Report on the Mineral Resource and ore Reserve estimations for Trident as at 31 July 2000, Homestake Mining Company of Australia Limited. Hall, B., and Bourne, B., 2002: Geophysical characterisation of the Trident gold deposit, Western Australia. ASEG 16th Geophysical Conference and Exhibition, February 2003, Adelaide. Hall, B., 2000: Previous Geophysics at Marymia – Plutonic; Project 6490 Marymia Homestake Gold of Australia Ltd. Harper, M.,A., Hills, M.G., Renton, J.I. and Thornett, S.E., 1998: “Gold deposits of the Peak Hill area”, in Geology of Australian and Papua New Guinea Mineral Deposits (Eds. D A Berkman and D H Mackenzie), pp 81-88 (The Australasian Institute of Mining and Metallurgy: Melbourne). Heberlein, D., 2005: Memorandum – Plutonic Visit Report October 3-5, 2005. Internal memorandum for Barrick Gold Corporation. JORC Code, 2004: “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australasian Institute of Geoscientists and Minerals Council of Australia (JORC), 2004 Edition. Lally, J.H., Williams, P.R. and McCuaig, T.C., 1999: Geological, geophysical and mineralisation controls in the Plutonic Well Greenstone Belt: SRK (unpublished). Lincoln Capital, dated 1 June 2009: “Information Memorandum – Plutonic Operations, Tenements and Tribute Mining Opportunity” Confidential Report prepared on behalf of Barrick (Australia Pacific) Limited and Barrick (Plutonic) Limited. Lincoln Capital, dated 2 June 2009: “Presentation - Plutonic Operations, Tenements and Tribute Mining Opportunity” Confidential Report prepared on behalf of Barrick (Australia Pacific) Limited and Barrick (Plutonic) Limited. McMillan, N.M. and McNaughton, N.J., undated: “The post-magmatic history of felsic rocks from the Archaean Marymia Dome: a SHRIMP study of the relationship between zircon morphology, Th/U and geological history. McMillan, N.M, 1996: Late-Archaean, syn amphibolite facies, lode-gold deposits overprinted by Palaeoproterzoic deformation, metamorphism and hydrothermal activity at Marymia, Western Australia. PhD thesis, University of Western Australia (unpublished). Murray, S., 2006: Presentation Plutonic Gold Mine Surface Development Long Term Exploration Strategy. Napier Legal Lawyers, 20 December 2009: “Due Diligence Report – Plutonic Project” Report to Dampier Gold Limited. Parker, B., Murray, S., Alexander, S., Moore, P., Congdon, R., and Ford, G., 2007: Annual Report Project 6490 Marymia, Project 6520 Plutonic, Project 6523 Plutonic Extended and Project 6530 Freshwater, Period 1 January 2006 to 31 December 2007. Technical Report No 1220 Barrick Gold of Australia. Rowe, R.J., Awan, A.M., McCuaig, T.C., Sauter, P.C. and Vickery, N.M., 2003: Structural Geology of the Plutonic Gold Mine. Sampson, L., dated 28 October 2003: K1-K2 South Gradient Array IP proposal, Internal Memorandum, Barrick Australia. Sampson, L., 12 June 2003: Marwest, Mareast and Mongoose Geophysical Review, Internal Memorandum, Barrick Australia. Spora, P., 2002: Prospect Summary and Handover Report Budgie/Ibis. Technical Report No. 1050, Unpublished Barrick Gold of Australia Limited internal memorandum, Lib Ref: 6490.1052. Standing, J.G., 1997: Structural Styles and Controls of Gold Mineralisation at the Trident Gold Deposit, Marymia Region, W.A. Unpublished, Resolute Limited.

IGR Final v3 Page 39 72 FINAL PROSPECTUS

Swanson, R., Murray, S., Gilchrist, W. and O’Sullivan, R., 2009: Annual Report Project 6490 Marymia, Project 6520 Plutonic, Project 6523 Plutonic Extended and Project 6530 Freshwater, Period 1 January 2008 to 31 December 2008. Technical Report No 1290 Barrick Gold of Australia. Uggalla, S., dated 10 May 2007: Trident Underground Ore Reserve Estimation/Conceptual Study. Internal Report to Barrick Australia. VALMIN, 2005: “Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports”, prepared by the VALMIN Committee, a joint committee of the Australasian Institute of Mining and Metallurgy, Australasian Institute of Geoscientists and Mineral Industry Consultants Association with the participation of the Australian Securities and Investment Commission, the Australian Stock Exchange Limited, the Minerals Council of Australia the Petroleum Exploration Society of Australia, the Securities Association of Australia and representatives of the Australian financial section, 2005 Edition. Verbeeten, A.C., January 2005: Brief thin-section descriptions and rock identification for specimens from the Budgie deposit, Plutonic Gold Mine, W.A. Minerex Services Pty. Ltd. Report to Barrick Gold of Australia Limited: 13p. Vielreicher, N.M., Ridley, J.R., and Groves, D.I., 2002: Marymia: an Archean, amphibolites facies-hosted, orogenic lode-gold deposit overprinted by Palaeoproterozoic orogenesis and base metal mineralisation, Western Australia, Mineralium Deposita 37: 737 to 764. Vickery, N.M., Buckley, P.M., and Kellett, R.J., 1998: “Plutonic gold deposit”, in Geology of Australian and Papua New Guinea Mineral Deposits (Eds. D A Berkman and D H Mackenzie), pp 81 – 88 (The Australasian Institute of Mining and Metallurgy: Melbourne).

IGR Final v3 Page 40

73 FINAL

PROSPECTUS

APPENDIX A – Tenement Map of Dampier’s Plutonic Dome Project Tenements

IGR Final v3 Appendix A

74

PROSPECTUS Appendix A - Page 1

forand Barrick (nominallyretainsdepositsbelow N.B. explore bybelow andor withintheto mine, right silver methods,at undergroundgold located300blue surface) mining 265tenements,infor mRL athe return m payable Dampier. production to royalty FINAL IGR Final v3

75

PROSPECTUS

9. INVESTIGATING ACCOUNTANT’S REPORT

7 July 2010

7The July Directors 2010 Dampier Gold Limited TheSuite Directors 21, 589 Stirling Highway DampierCOTTESLOE7 July Gold 2010 Limited WA 6011 Suite 21, 589 Stirling Highway COTTESLOE The Directors WA 6011 DearDampier Sirs Gold Limited Suite 21, 589 Stirling Highway DearRE:COTTESLOE Sirs INVESTIGATING WA ACCOUNTANT'S6011 REPORT

1.RE: Introduction INVESTIGATING ACCOUNTANT'S REPORT Dear Sirs This1. report Introduction has been prepared at the request of the Directors of Dampier Gold Limited (“Dampier”RE: INVESTIGATING or “the Company”) ACCOUNTANT'S for inclusion in aREPORT Prospectus to be dated on or around 7 July 2010 (“the Prospectus”) relating to the proposed issue by Dampier of 40,000,000 This report has been prepared at the request of the Directors of Dampier Gold Limited (“Dampier”shares1. to Introduction be or issued “the Company”) at a price for of inclusion 50 cents in per a share Prospectus to raise to beup datedto $20,000,000. on or around The 7 Julyminimum 2010 subscription (“the Prospectus”) is $16,000,000 relating (32,000,000 to the proposed shares). issue by Dampier of 40,000,000 shares This to report be issued has been at a prepared price of 50 at centsthe request per share of the to Directors raise up toof $20,000,000.Dampier Gold TheLimited minimum2. (“Dampier” Basis subscription of orPreparation “the is Company”) $16,000,000 for (32,000,000 inclusion in shares). a Prospectus to be dated on or around 7 July 2010 (“the Prospectus”) relating to the proposed issue by Dampier of 40,000,000 2.This shares report Basis to hasof be Preparation been issued prepared at a price to of provide 50 cents investors per share with to information raise up to on $20,000,000. the unaudited The historicalminimum results, subscription the unaudited is $16,000,000 condensed (32,000,000 consolidated shares). statement of financial position This(balance report sheet) has been of Dampier prepared and to the provide unaudited investors pro-forma with information consolidated on the statement unaudited of historicalfinancial2. Basis position results, of the ofPreparation Dampier unaudited as condensed noted in Appendix consolidated 2. statement The historical of financial and pro-forma position (balancefinancial information sheet) of is Dampier presented and in thean abbreviated unaudited pro-formaform, insofar consolidated as it does not statement include all of financialof theThis disclosures report position has of required been Dampier prepared by as Australian noted to provide in Accounting Appendix investors 2. Standards with The information historical applicable and on the topro-forma annual unaudited financialhistorical information reports results, in accordanceis the presented unaudited within an condensed the abbreviated Corporation consolidated form, Act insofar 2001. statement as Thisit does of report not financial include does position notall ofaddress the(balance disclosures the sheet) rights required attaching of Dampier by to Australian and the securities the unaudited Accounting to be pro-forma Standards issued in consolidated accordanceapplicable to statement with annual the of financialProspectus,financial reports position nor in the accordance of risks Dampier associated with as notedthe with Corporation in the Appendix investment. Act 2. 2001. The Stantons This historical report International and does pro-forma not addressSecuritiesfinancial the has information rights not been attaching isrequested presented to the to in consider securitiesan abbreviated the to prospects be form, issued insofar for in Dampier, accordanceas it does the not securities with include the all onProspectus, offerof the and disclosures related nor the pricing risks required issues, associated by nor Australian the with merits the Accounting and investment. risks Standardsassociated Stantons applicablewith Internationalbecoming to annual a shareholderSecuritiesfinancial has reports and not accordingly,been in accordance requested has to with not consider donethe Corporation the so, prospects nor purports Act for 2001. Dampier, to do This so. the report securities Stantons does not onInternational offeraddress and therelated Securities rights pricing accordinglyattaching issues, to nor takes the the securities no merits responsibility and to risks be forissuedassociated those in matters accordance with becoming or for with any a the shareholdermatterProspectus, or omission and nor accordingly,in the Prospectus, risks has associated notother done than with so,responsibility the nor investment. purports for this to report. Stantons do so. Risk StantonsInternational factors Internationalare Securitiesset out in SecuritiesSection has not 11 been accordinglyof the requested Prospectus. takes to consider no responsibility the prospects for those for Dampier, matters orthe for securities any matter on offeror omission and related in the pricing Prospectus, issues, other nor thanthe merits responsibility and risks for associated this report. with Risk becoming factors a are3. shareholderset Background out in Section and 11 accordingly, of the Prospectus. has not done so, nor purports to do so. Stantons International Securities accordingly takes no responsibility for those matters or for any 3.Dampier matter Background was or omissionincorporated in the on Prospectus, 28 January other2010 thanwith responsibilityan initial issued for capitalthis report. of 4 shares Risk factors of $1 each.are set out in Section 11 of the Prospectus. Dampier was incorporated on 28 January 2010 with an initial issued capital of 4 shares of $1 each.3. Background

Dampier was incorporated on 28 January 2010 with an initial issued capital of 4 shares of Liability$1 limited each. by a scheme approved under Professional Standards Legislation

LiabilityDAM4454A\IAR limited by fora scheme Dampier approved Gold May under 2010 Professional Standards Legislation

DAM4454A\IAR for Dampier Gold May 2010 76 Liability limited by a scheme approved under Professional Standards Legislation

DAM4454A\IAR for Dampier Gold May 2010 PROSPECTUS

The Company, on 1 March 2010 acquired all of the shares on issue in Dampier (Plutonic) Pty Ltd (formerly known as Dampier Gold Pty Ltd) (“DPPL”) for the issue of 4,000,000 shares in Dampier on the basis of 1 Dampier share for every 1 DPPL share on issue (and the issue of 6,000,000 share options in Dampier on the basis of 1 Dampier share option for every 1 DPPL share options on issue on the same terms and conditions as the existing 6,000,000 share options held by the DPPL option holders). As a result, Dampier issued a further 4,000,000 shares and 6,000,000 share options (“Dampier Options”) to the 4 shareholders and 3 share option holders of DPPL at a total deemed cost of $7,146 being equal to the fair value of the net assets of DPPL as at date of acquisition. The DPPL share options were exercisable at 20 cents each, on or before 31 December 2011 (these have been cancelled) and thus the new 6,000,000 Dampier Options issued by the Company are on the same terms and conditions. The acquisition of DPPL was undertaken prior to DPPL acquiring various mining tenements as noted below. Between 1 March 2010 and 16 June 2010 a further 5,950,000 shares were issued to seed investors at 10 cents each to raise a gross $595,000. Subsequent to 2 July 2010, a further $100,000 has been raised at 10 cents per share (1,000,000 shares issued).

DPPL, in conjunction with Dampier in March 2010 (after the transfer of shares in DPPL to Dampier and the issue of seed capitalist shares by Dampier), entered into an Asset Sale Agreement (“ASA”) (and other associated agreements) with Plutonic Gold Pty Ltd and Barrick (Plutonic) Limited (known as the Vendor) (collectively known as the Other Parties) for DPPL to acquire 100% of the rights to various mineral tenements (“Tenements”) in Western Australia and more fully described elsewhere in the Prospectus (most but not all of the Tenements are granted Mining Leases). The acquisition cost of $3,473,000 is made up of a cash payment of $800,000 of which a deposit of $250,000 has been made in March 2010, the proposed issue of 3,400,000 shares at a deemed 50 cents each and the issue by Dampier of 5,000,000 Tranche 1 Consideration Options exercisable at 50 cents each on or before 31 October 2011 and the issue by Dampier of 5,000,000 Tranche 2 Consideration Options exercisable at 50 cents each on or before 31 December 2011 and a potential royalty. The Tranche 1 Consideration Options have been valued at a total of $469,500 and the Tranche 2 Consideration Options have been valued at a total of $503,500. The cash consideration of $800,000 is to be adjusted by any outgoings incurred by the Vendors between the date of signing the ASA and the Completion Date as defined. The acquisition of the Tenements is subject to a number of conditions including ASX granting conditional approval for Dampier to be admitted to the Official List of ASX on conditions acceptable to Dampier and before 13 August 2010 (may be extended by mutual consent) and the raising of a minimum amount of $6,000,000 via an IPO. The Vendors have reserved the right to explore for and mine for gold in respect of a mineral deposit which is located at or below RL 265 metres within the Plutonic Tenements (as defined in the ASA and forming part of the Tenements being acquired). DPPL is liable for all Rehabilitation Obligations (as defined in the ASA). It has been assumed by Dampier management that the estimated Rehabilitation Obligations equals the amount of the Environmental Bonds as discussed further in this report. There is an obligation for DPPL to replace various Environmental Bonds on the Tenements in the name of the Vendors. As Environmental Bonds are due for replacement, DPPL will pay the Department of Mines and Petroleum in Western Australia cash bonds (“Replacement Securities”) to replace Environmental Bonds repaid to the Vendors. The total estimated cost is $5,177,000. Replacement Securities to the value of $2,000,000 will be lodged within 12 months of Completion; Replacement Securities to the value of $1,000,000 will be lodged at the earlier of the exercise or expiry of the Tranche 1 Consideration Options; Replacement Securities to the value of $1,000,000 will be lodged at the earlier of the exercise or expiry of the Tranche 2 Consideration Options; Replacement Securities to the value of $1,180,000 will be lodged at the earlier of the exercise of the Dampier Options or 31 December

DAM4454A\IAR for Dampier Gold July 2010 2

77 PROSPECTUS

2011; and Replacement Securities to the value that is equivalent to the amount required to replace any outstanding Environmental Bonds on 31 December 2011. DPPL will also pay the Vendors on an annual basis, costs incurred by the Vendors in maintaining the Environmental Bonds in the name of the Vendors (until replaced by the Replacement Securities). If any of the Tranche 1 and Tranche 2 Consideration Options are exercised, the consideration received from the exercises are to be provided to the Vendors and used solely for the purposes of replacing the existing Environmental Royalties noted above in relation to the terms associated with the exercise of the said Consideration Options ($2,500,000 relating to the Tranche 1 Consideration Options and $2,500,000 relating to the Tranche 2 Consideration Options). Under a Royalty Agreement between the Other Parties, Dampier and DPPL, royalties ranging between 0.25% and 1% gross revenue or net smelter return (dependent on various gold prices and whether the gold is sold under any Ore Purchase Agreement with the Vendors or whether produced and sold under any other Ore Purchase Agreement) are payable on gold produced from the Tenements but only after 50,000 ounces of gold has been produced. This royalty agreement is secured by way of a Mining Mortgage and Deed of Fixed Charge. DPPL is liable to pay royalties to other parties under various other royalty agreements noted in the Royalty Agreement between the Other Parties, DPPL and Dampier. Some of the Tenements are subject to Native Title Agreements. It has been estimated that the net present value of the rehabilitation and closure obligations approximates $2,000,000 and this amount has been treated as a non current liability and the net present value capitalised as part of the capitalised acquisition costs following international financial reporting standards.

The Company on 1 July 2010 entered into an employment contract with Dr Julian Stephens (“Stephens”) to act as the Chief Executive Officer of the Company. The basic terms (from the date the Company’s securities are admitted to quotation on the Official List of ASX) are to be a salary of $250,000 plus statutory superannuation. The initial term is for a period of three years and may by mutual consent and six months notice be extended for a further period of three years. Six months notice is required by either party to terminate the employment (except in the case of serious breaches, illness, unsound mind or redundancy where the notice period ranges from 1 month to 3 months). In addition, Stephens is entitled to a cash bonus equal to 50% of the annual salary when any one of the following criteria is met during the initial term of three years:

(i) upon an independent verification of a JORC Code compliant Mineral Resource of greater than 500,000 ounces of gold on any of the Company’s projects; (ii) upon an independent verification of a JORC Code compliant Ore Reserve of greater than 250,000 ounces of gold on any of the Company’s projects; (iii) upon commencement of commercial production from the Ore Reserve on any of the Company’s projects provided production is based on a sustainable mine plan of not less than 12 months; and (iv) upon the Company producing greater than 100,000 ounces of gold on any of the Company’s projects.

The Company on 30 June 2010 entered into an employment contract with Richard Hay (“Hay”) to act as the Chief Operating Officer of the Company. The basic terms (from the date the Company’s securities are admitted to quotation on the Official List of ASX) are to be a salary of $240,000 plus statutory superannuation. The initial term is for a period of three years and may by mutual consent and six months notice be extended for a further period of three years. Six months notice is required by the Company and three months notice is required by Hay to terminate the employment (except in the case of serious breaches where one months notice may occur). In addition, Hay is entitled to a

DAM4454AIAR for Dampier Gold July 2010 Final 3

78 PROSPECTUS

cash bonus equal to 50% of the annual salary when any one of the following criteria is met during the initial term of three years:

(v) upon an independent verification of a JORC Code compliant Mineral Resource of greater than 500,000 ounces of gold on any of the Company’s projects; (vi) upon an independent verification of a JORC Code compliant Ore Reserve of greater than 250,000 ounces of gold on any of the Company’s projects; (vii) upon commencement of commercial production from the Ore Reserve on any of the Company’s projects provided production is based on a sustainable mine plan of not less than 12 months; and (viii) upon the Company producing greater than 100,000 ounces of gold on any of the Company’s projects.

Potential investors should read the Prospectus in full that includes an Independent Geologist’s Report and a Solicitors’ Report on Tenements. We make no comments as to ownership or values of the current and proposed mineral tenement interests of Dampier. Further details on all significant contracts entered into by the Company since incorporation are referred to in the Independent Solicitors’ Report on Tenements or the Material Contracts Section 12 included in the Prospectus.

4. Scope of Examination

You have requested Stantons International Securities to prepare an Investigating Accountant’s Report on: a) The consolidated results (statement of comprehensive income) of Dampier for the period from incorporation to 16 June 2010; b) The consolidated statement of financial position of Dampier as at 16 June 2010; and c) The consolidated pro-forma statement of financial position of Dampier at 16 June 2010 adjusted to include funds to be raised by the Prospectus and the completion of transactions referred to in note 2 of Appendix 3.

All of the financial information referred to above has not been audited however has been subject to audit review. The directors of Dampier are responsible for the preparation and presentation of the historical and pro-forma financial information, including the determination of the pro-forma transactions. We have however examined the financial statements and other relevant information and made such enquiries, as we considered necessary for the purposes of this report. The scope of our examination was substantially less than an audit examination conducted in accordance with Australian Auditing Standards and accordingly, we do not express such an opinion. Our examination included:

a) discussions with directors and other key management of Dampier; b) review of contractual arrangements; c) a review of publicly available information; and d) a review of work papers, accounting records and other documents.

5. Opinion

In our opinion, the pro-forma consolidated statement of financial position as set out in Appendix 2 presents fairly, the pro-forma consolidated statement of financial position of Dampier as at 16 June 2010 in accordance with the accounting methodologies required by Australian Accounting Standards on the basis of assumptions and transactions set out in Appendix 3. No opinion is expressed on the historical results and statements of

DAM4454AIAR for Dampier Gold July 2010 Final 4

79 PROSPECTUS

financial position, as shown in Appendix 1, except to state that nothing has come to our attention which would require any further modification to the financial information in order for it to present fairly, the statements of financial position as at 16 June 2010 and the results of the period identified.

To the best of our knowledge and belief, there have been no other material items, transactions or events subsequent to 16 June 2010 that have come to our attention during the course of our review which would cause the information included in this report to be misleading.

6. Other Matters

At the date of this report, Stantons International Securities or Stantons International does not have any material interest in Dampier either directly or indirectly, or in the outcome of the offer. Stantons International was appointed as auditors of Dampier in February 2010. Stantons International Securities and Stantons International were not involved in the preparation of any other part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. Stantons International Securities consents to the inclusion of this report (including Appendices 1 to 3) in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn.

Yours faithfully STANTONS INTERNATIONAL SECURITIES

J P Van Dieren - FCA Director

DAM4454AIAR for Dampier Gold July 2010 Final 5

80

PROSPECTUS

INVESTIGATING ACCOUNTANT’S REPORT

APPENDIX 1 – UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Dampier Consolidated From incorporation to 16 June 2010 $ Interest income - General and administration costs (33,510) Employment and recruitment costs (79,130) Consultancy costs – exploration and other (52,203) Stamp duty costs (71,165) Legal costs (36,999) Travel and accommodation (53,914) Net (loss) before tax (331,921) Income tax expense attributable to net loss - Net (loss) after tax (331,921) Other Comprehensive Income - Total Comprehensive (Loss) for the period (331,921)

APPENDIX 2 – UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Note Dampier Pro-forma Consolidated Dampier 16 June 2010 Consolidated 16 June 2010 $ $ Current Assets Cash assets 3 40,033 18,178,306 Receivables and prepayments 4 111,861 17,423 Total Current Assets 151,894 18,195,729

Non Current Assets Capitalised acquisition costs 5 250,000 5,473,000 Investments 6 - - Total Non Current Assets 250,000 5,473,000 Total Assets 401,894 23,668,729

Current Liabilities Trade and other payables 7 131,165 - Total Current Liabilities 131,165 - Non Current Liabilities Owing to Dampier 6 - - Environmental provision - 2,000,000 Total Non Current Liabilities - 2,000,000 Total Liabilities 131,165 2,000,000 Net Assets (Liabilities) 270,729 21,668,729

Equity Issued capital 8 602,150 21,102,150 Option Reserve 9 - 973,000 Accumulated losses 10 (331,421) (406,421) Total Equity (Deficiency) 270,729 21,668,729

DAM4454AIAR for Dampier Gold July 2010 Final 6

81 PROSPECTUS

INVESTIGATING ACCOUNTANT’S REPORT

APPENDIX 3

CONDENSED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AND CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

1. Statement of Significant Accounting Policies

(a) Basis of Accounting The unaudited condensed consolidated Statement of Comprehensive Income and unaudited condensed consolidated Statements of Financial Position have been prepared in accordance with applicable accounting standards, the Corporations Act 2001 and mandatory professional reporting requirements in Australia (including the Australian equivalents of International Financial Reporting Standards) and we have made such disclosures as considered necessary. They have also been prepared on the basis of historical cost and do not take into account changing money values. The accounting policies have been consistently applied, unless otherwise stated. The financial statements have been prepared on a going concern basis that is dependent on the IPO being successful and/or the Company raising additional seed capital to continue in business.

(b) Income Tax The charge for current income tax expense is based on the profit for the year adjusted for any non assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantially enacted as at balance date. 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. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxation profit or loss. Deferred income tax assets are recognised to the extent that it is probable that the future tax profits will be available against which deductible temporary differences will be utilised. The amount of the benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in the income taxation legislation and the anticipation that the economic unit will derive sufficient future assessable income to enable the benefits to be realised and comply with the conditions of deductibility imposed by law.

(c) Exploration, Evaluation and Development Expenditure Exploration and evaluation expenditure on areas of interest are expensed as incurred. Costs of acquisition will normally be expensed but will be assessed on a case by case basis and may be capitalised to areas of interest and carried forward where right of tenure of the area of interest is current and they are expected to be recouped through sale or successful development and exploitation of the area of interest or, where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated acquisition costs in respect of that area are written off in the financial period the decision is made. Each area of interest is also reviewed at the end of each accounting

DAM4454AIAR for Dampier Gold July 2010 Final 7

82 PROSPECTUS

period and accumulated costs written off to the extent that they will not be recoverable in the future. Where projects have advanced to the stage that directors have made a decision to mine, they are classified as development properties. When further development expenditure is incurred in respect of a development property, such expenditure is carried forward as part of the cost of that development property only when substantial future economic benefits are established. Otherwise such expenditure is classified as part of the cost of production or written off where production has not commenced.

(d) Plant and Equipment Each class of property, plant and equipment is carried at cost or fair value, less where applicable, any accumulated depreciation and impairment losses. The carrying amount of the plant and equipment is reviewed annually by the Directors to ensure it is not in excess of the recoverable amount of these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employed and their subsequent disposal. The expected net cash flows have been discounted to their present value in determining recoverable amounts.

Depreciation The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight line basis over their useful lives to the Company commencing from the time the asset is held ready for use. The asset’s residual value and useful lives are reviewed and adjusted if appropriate, at each balance sheet date.

An assets’ carrying value is written down immediately to its recoverable amount if the asset’s carrying value is greater than the estimated recoverable amount. Gains and losses on disposal are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.

(e) Trade and other accounts payable Trade and other accounts payable represent the principal amounts outstanding at balance date, plus, where applicable, any accrued interest.

(f) Recoverable Amount of Non Current Assets The carrying amounts of non-current assets are reviewed annually by directors to ensure they are not in excess of the recoverable amounts from those assets. The recoverable amount is assessed on the basis of the expected net cash flows, which will be received from the assets employed and subsequent disposal. The expected net cash flows have been or will be discounted to present values in determining recoverable amounts.

(g) Operating Revenue Revenue represents interest received and reimbursements of exploration expenditures.

(h) Issued Capital Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options,

DAM4454AIAR for Dampier Gold July 2010 Final 8

83 PROSPECTUS

or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.

(i) Principles of Consolidation The consolidated financial statements comprise the financial statements of Dampier and its subsidiary (“the Group”). The financial statements of the subsidiary are prepared for the same reporting period as the parent company, using consistent accounting policies.

Adjustments are made to bring into line any dissimilar accounting policies that may exist. All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered. Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which Dampier has control.

(j) Employee benefits Provision is made for employee benefits accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, and long service leave.

Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.

(k) Share Based Payments The Group provides benefits to employees (including directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (“equity-settled transactions”). The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an internal valuation using Black- Scholes or Binomial option pricing models.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“vesting date”). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Group, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.

DAM4454AIAR for Dampier Gold July 2010 Final 9

84 PROSPECTUS

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award.

(l) Critical accounting estimates & judgements In preparing Financial Reports, the Company has been required to make certain estimates and assumptions concerning future occurrences. There is an inherent risk that the resulting accounting estimates will not equate exactly with actual events and results.

Significant accounting judgements In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements:

Capitalisation of exploration and evaluation expenditure The Group has capitalised significant Acquisition expenditure on the basis either that this is expected to be recouped through future successful development (or alternatively sale) of the Areas of Interest concerned or on the basis that it is not yet possible to assess whether it will be recouped.

Significant accounting estimates and assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

Impairment of capitalised exploration and evaluation expenditure The future recoverability of capitalised acquisition expenditure is dependent on an number of factors, including whether the Company decides to exploit the related lease itself, or, if not, whether it successfully recovers the related exploration and evaluation asset through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, costs of drilling and production, production rates, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices. (m) Investments and other financial assets The Company classifies its investments in the following categories: financial assets at fair value through profit and loss, loans and receivables, held-to- maturity investments and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at each reporting date.

DAM4454AIAR for Dampier Gold July 2010 Final 10

85

PROSPECTUS

Financial assets at fair value through profit and loss Financial assets at fair value through profit and loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Assets in this category are classified as current assets. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the balance sheet date which are classified as non- current assets. Loans and receivables are included in trade and other receivables in the statement of financial position. Held-to-maturity investments Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company’s management has the positive intention and ability to hold to maturity. Held-to-maturity investments are included in non-current assets, except for those with maturities less than 12 months from the reporting date, which are classified as current assets. Available-for-sale financial assets Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the statement of financial position date. Recognition and derecognition Regular purchases and sales of financial assets are recognised on trade date – the date on which the Company commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed to the statement of financila performance. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. When securities are classified as available-for-sale are sold, the accumulated fair value adjustments recognised in equity are included in the statement of financial performance as gains and losses from investment securities. Subsequent measurement Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method. Available-for-sale financial assets at fair value through profit or loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the “financial assets at fair value through profit or loss” category are presented in the income statement within other income or other expenses in the period in which they arise.

DAM4454AIAR for Dampier Gold July 2010 Final 11

86 PROSPECTUS

Income from financial assets at fair value through profit and loss is recognised in the income statement as part of income from continuing operations when the Group’s right to receive payment is established.

(n) Asset retirement obligations The Company’s mineral exploration and development activities are subject to various Australian laws and regulations regarding the protection of the environment. As a result of these, the Group is expected to incur expenses from time to time to discharge its obligations under these laws and regulations.

Reclamation and closure costs are estimated based on the Group’s interpretation of current regulatory and operating licence requirements and measured at fair value. Fair value is determined based on the net present value of future cash expenditures expected upon reclamation and closure and subsequent annual recognition of an accretion amount on the discounted liability. Reclamation and closure costs are capitalised as mine development costs and amortised over the life of the mine on a unit- of-production basis.

2 Actual and Proposed Transactions to Arrive at Pro-forma Unaudited Consolidated Statement of Financial Position

Actual and proposed transactions adjusting the 16 June 2010 unaudited condensed Statement of Financial Position of Dampier in the pro-forma consolidated Statement of Financial Position of Dampier are as follows:

(a) The issue of 1,000,000 shares at 10 cents each to raise a gross $100,000 to seed capitalists; (b) DPPL acquiring interests in mineral tenements for the payment of a further $550,000 cash ($250,000 already paid prior to 30 April 2010), the issue of 3,400,000 shares in Dampier at a deemed cost of $1,700,000, the issue of 5,000,000 Tranche 1 Consideration Options at a deemed fair value of $469,500, the issue of 5,000,000 Tranche 2 Consideration Options at a deemed fair value of $503,500 and the assumption of Environmental Bonds totalling an estimated $5,177,000 (refer note 14). DPPL also has taken over the rehabilitation and closure liabilities with an estimated net present value of $2,000,000; (c) The issue of 40,000,000 shares at 50 cents each to raise a gross $20,000,000 pursuant to the Prospectus; (d) The payment of 16 June 2010 accounts payable of $131,165; (e) The further payment of cash expenses of the Prospectus issue totalling an estimated $1,205,562 and the expensing of such costs against share equity and the expensing the prepaid capital raising costs against share equity of $94,438 so that the total cash capital raising costs are $1,300,000; and (f) The incurring of additional group administration costs of an estimated maximum of $75,000 between 17 June 2010 and 31 July 2010.

DAM4454AIAR for Dampier Gold July 2010 Final 12

87

PROSPECTUS

Note 2 Unaudited Unaudited Consolidated Consolidated Dampier Dampier 16 June 2010 Pro-forma 16 June 2010 $ $ 3. Cash Assets

The movements in cash assets are as follows: Unaudited 16 June 2010 40,033 40,033 Issue of shares pursuant to seed investors (a) - 100,000 Payment of monies to Vendors (b) - (550,000) Issue of shares pursuant to the Prospectus (c) - 20,000,000 Payment of payables (d) - (131,165) Prospectus issue costs (e) - (1,205,562) Administration costs (f) - (75,000) 40,033 18,178,306

4. Receivables GST receivable/other 13,423 13,423 Prepayments 98,438 98,438 Less: Transfer to share equity (e) - (94,438) 111,861 17,423

5. Capitalised Acquisition Costs

Capitalised acquisition costs – deposit (b) 250,000 250,000 Further acquisition costs (cash, shares and share options) (b) - 3,223,000 Capitalised rehabilitation costs (b) - 2,000,000 250,000 5,473,000

6. Investments

Shares in wholly owned subsidiary Dampier (Plutonic) Pty Ltd 7,146 7,146 Less eliminated on consolidation (7,146) (7,146) - - Loans to Dampier (Plutonic) Pty Ltd (b) 264,779 1,787,779 Less eliminated on consolidation (264,779) (1,787,779) - - Total Investments - -

The Company is financing the operations of DPPL and thus DPPL has unsecured borrowings from Dampier that are interest free and at call. The ability for DPPL to repay debts due to Dampier (and other parties) will be dependent on the commercialisation of the mining assets owned by the subsidiary. Losses may be incurred by the subsidiary and provisions raised against the loans due by the subsidiary to Dampier in the books of Dampier.

7. Trade and other payables

Trade and other payables 131,165 131,165 Less: Payment of payables (d) - (131,165) 131,165

DAM4454AIAR for Dampier Gold July 2010 Final 13

88 PROSPECTUS

Note 2 Unaudited Unaudited Consolidated Consolidated Dampier Dampier 16 June 2010 Pro-forma 16 June 2010 $ $

8. Issued Capital

9,950,004 shares as at 16 June 2010 602,150 602,150 1,000,000 shares at 10 cents each (a) - 100,000 Issue of 3,400,000 shares to acquire mineral interests by DPPL (b) - 1,700,000 40,000,000 shares pursuant to the Prospectus (c) - 20,000,000 502,150 22,402,150 Less: estimated share issue costs (e) - (1,300,000) Pro-forma (54,350,004 shares) 502,150 21,102,150

In the event that the minimum subscription of $16,000,000 is received, the number of shares on issue would decrease to 46,350,004 as 32,000,000 shares (instead of 40,000,000 shares) would be issued under the Prospectus, the issued capital would decrease to $17,302,150 (cash capital raising costs would decrease by $200,000 to $1,100,000) and cash at bank would decrease to $14,378,306.

9. Option Reserve

Balance at 16 June 2010 - - Issue of Tranche 1 and Tranche 2 Consideration Options (b) - 973,000 Issue of Incentive Options (g) - - - 973,000

As at 16 June 2010 there are 6,000,000 share options outstanding all exercisable at 20 cents each on or before 31 December 2011. Also their will be 5,000,000 Tranche 1 Consideration Options, exercisable at 50 cents each, on or before 31 October 2011 and the 5,000,000 Tranche 2 Consideration Options exercisable at 50 cents each, on or before 31 December 2011. There is in place an Employee Incentive Option Scheme, however no options have been issued pursuant to the Scheme. Further details on the Scheme are set out in section 13.2 of the Prospectus.

10. Accumulated Losses

Balance as at 16 June 2010 331,421 331,421 Administration costs (f) - 75,000 331,421 406,421

11. Contingent Liabilities and Commitments

Following completion of the acquisition of the Tenements by DPPL, the Dampier Group has the following contingent liabilities and commitments. There is an obligation for DPPL to cash back various Environmental Bonds on the Tenements in the name of the Vendors. By 31 December 2011, DPPL will pay the Department of Mines and Petroleum in Western Australia cash bonds (“Replacement Securities”) to replace Environmental Bonds presently guaranteed by the Vendors. The total estimated cost is $5,177,000. Replacement Securities to the value of $2,000,000 will be lodged within 12 months of Completion; Replacement Securities to the value of $1,000,000 will be lodged at the earlier of the exercise or expiry of the Tranche 1 Consideration Options; Replacement Securities to the value of $1,000,000 will be lodged at the

DAM4454AIAR for Dampier Gold July 2010 Final 14

89 PROSPECTUS

earlier of the exercise or expiry of the Tranche 2 Consideration Options; Replacement Securities to the value of $1,180,000 will be lodged at the earlier of the exercise of the Dampier Options or 31 December 2011; and Replacement Securities to the value that is equivalent to the amount required to replace any outstanding Environmental Bonds on 31 December 2011. DPPL will also pay the Vendors on an annual basis, costs incurred by the Vendors in maintaining the Environmental Bonds in the name of the Vendors (until replaced by the Replacement Securities). If any of the Tranche 1 and Tranche 2 Consideration Options are exercised, the consideration received from the exercises are to be provided to the Vendors and used solely for the purposes of replacing the existing Environmental Royalties noted above in relation to the terms associated with the exercise of the said Consideration Options ($2,500,000 relating to the Tranche 1 Consideration Options and $2,500,000 relating to the Tranche 2 Consideration Options). Royalties ranging between 0.25% and 1% gross revenue or net smelter return (dependent on various gold prices and whether the gold is sold under any Ore Purchase Agreement with the Vendors or whether produced and sold under any other Ore Purchase Agreement) are payable on gold produced from the Tenements but only after 50,000 ounces of gold has been produced. DPPL is liable to pay royalties to other parties under various other royalty agreements noted in the Royalty Agreement between the Vendors and Dampier Gold. On one tenement a fibrous mineral but which is not asbestos has been identified. There is no estimate if this will cause any additional costs when exploring on or developing the tenement. Based on discussions with the Directors and legal advisors, to our knowledge, the Company has no other material commitment or contingent liabilities not otherwise disclosed in this Investigating Accountant’s Report (refer Background section 3) and in the Prospectus. Investors should read the Independent Geologist’s Reports and the Solicitor’s Report on Tenements for further possible contingencies and commitments. A number of tenements may be subject to royalty payments on production of minerals. For details on proposed exploration commitments on mineral tenements, refer to the Independent Geologist’s Report in the Prospectus and section 4.4 of the Prospectus.

12. Rental Of Premises Commitments

The Company has not entered into a lease of premises agreement as at 16 June 2010. The Company intends to lease premises once it obtains an ASX listing.

13. Management Agreements

The Company has entered into employment contracts with Stephens and Hay as Executive Officers effective from the date the Company’s securities are admitted to quotation on the Official List of ASX. A summary of the financial details on the employment contracts is outlined in the Background Section 3 of this report and in the Material Contracts Section 12 of the Prospectus. The Chairperson of the Company was appointed on 9 April 2010 and will be paid at the rate of $60,000 per annum plus statutory superannuation from the date the Company achieves an ASX listing and non executive directors also from the date the Company achieves an ASX listing will be paid at the rate of $40,000 per annum plus statutory superannuation.

14. Acquisition of DPPL

The Company acquired 100% of the issued capital of DPPL by way of the issue of 4,000,000 shares in Dampier and the issue of 6,000,000 share options exercisable at 20 cents each, on or before 31 December 2011. The deemed cost was a total of $7,146 (all allocated to the shares). The DPPL assets and liabilities at the date of acquisition of 100% of the issued capital of DPPL were minimal made up of cash of $5,547 and GST receivable and other debtors of $2,099. Thus the net assets were

DAM4454AIAR for Dampier Gold July 2010 Final 15

90 PROSPECTUS

$7,156 and there was no goodwill on consolidation. The acquisition was prior to DPPL entering into the ASA with the Vendor. DPPL is to pay the Vendors cash of $800,000 ($250,000 deposit paid by Dampier on behalf of DPPL prior to 16 June 2010), issue 3,400,000 shares at a deemed 50 cents each ($1,700,000) for a total cost of $2,500,000, issue 5,000,000 Tranche 1 Consideration Options, issue 5,000,000 Tranche 2 Consideration Options (total deemed fair value of the two classes of Consideration Options estimated at $973,000) and assume Environmental Obligation and Royalty commitments. Post the acquisition of the Tenements by DPPL, the DPPL assets and liabilities (using unaudited 16 June 2010 figures) are estimated to be:

Cash 2,301 Receivables 1,168 Capitalised acquisition costs of Tenements 3,473,000 Capitalised rehabilitation and closure costs 2,000,000 5,476,469 Less: Payables – other - Owing to Dampier (3,473,000) Rehabilitation and closure costs (2,000,000) Net Assets $3,469

DPPL assumes the obligations of Environmental Liabilities and needs to cash back the Environmental Bonds totalling $5,177,000. Refer the Background Section 3 of this report and Note 11. It is proposed that, post an ASX listing, submissions will be made to the Minister of the Department of Mines and Petroleum to reduce the amount of the Environmental Bonds to more fully reflect estimated environmental cost requirements.

DAM4454AIAR for Dampier Gold July 2010 Final 16

91 PROSPECTUS

10. SOLICITOR’S REPORT ON TENEMENTS

8 July 2010

8 July 2010

The Board of Directors Dampier Gold Limited Suite 21 The Board of Directors 589 StirlingDampier Highway Gold Limited CottesloeSuite WA 601121 589 Stirling Highway Cottesloe WA 6011 Dear Sirs

SOLICITOR’SDear REPORT Sirs ON TENEMENTS

This ReportSOLICITOR’S is prepared REPORT for inclusion ON TENEMENTS in a prospectus for the issue of up to 40,000,000 shares in the capital of Dampier Gold Limited (Company) at an issue price of $0.50 cents per share to raiseThis Reportup to $20,000,000 is prepared (Prospectus for inclusion). in a prospectus for the issue of up to 40,000,000 shares in the capital of Dampier Gold Limited (Company) at an issue price of $0.50 cents per 1. SCOPEshare to raise up to $20,000,000 (Prospectus).

On 5 March 2010, the Company and its wholly owned subsidiary, Dampier Plutonic1. PtySCOPE Ltd ( Dampier Plutonic) entered into an asset sale agreement with Barrick (Plutonic) Limited (Barrick Plutonic) and its wholly owned subsidiary Plutonic GoldOn 5 Pty March Ltd ( Plutonic 2010, the Gold Company) under which and Plutonicits wholly Gold owned and subsidiary, Barrick Dampier Plutonic (togetherPlutonic the Pty LtdVendors (Dampier) agreed Plutonic to sell) theirentered interests into in an certain asset sale Western agreement with Australian Barrick mining (Plutonic) tenements Limited (Tenements (Barrick) and Plutonic associated) and assets its wholly to Dampier owned subsidiary Plutonic (PlutonicAsset Sale Gold Agreement Pty Ltd). ( APlutonic summary Gold of) the under Asset which Sale Plutonic Agreement Gold is and Barrick containedPlutonic in Section (together 12.1 of the the Prospectus. Vendors) agreed to sell their interests in certain Western Australian mining tenements (Tenements) and associated assets to Dampier We have beenPlutonic requested (Asset by Sale the Agreement Company ).to Aprovide summary a report of thein relation Asset to Sale the Agreement is Tenements.contained Details of inthe Section Tenements 12.1 oftaken the fromProspectus. our searches are set out in Part I of the attached Schedule, which forms part of this Report. We have been requested by the Company to provide a report in relation to the We note Tenements. that Dampier Details Plutonic of the will Tenements not acquire taken any interest from our in searches the Tenements are set out in Part I (and the of Company the attached will notSchedule, acquire which any forms indirect part interest of this asReport. the parent of Dampier Plutonic) until the Asset Sale Agreement reaches completion and the TenementsWe are note transferred. that Dampier Completion Plutonic is conditional, will not acquire amongst any other interest things, in on the Tenements the Company completing an initial public offering of at least $6 million under the (and the Company will not acquire any indirect interest as the parent of Prospectus. Dampier Plutonic) until the Asset Sale Agreement reaches completion and the Tenements are transferred. Completion is conditional, amongst other things, on the Company completing an initial public offering of at least $6 million under the 3073-01/Due Diligence/Solicitor’s Report on Tenements 1 Prospectus. 92

3073-01/Due Diligence/Solicitor’s Report on Tenements 1 PROSPECTUS

2. SEARCHES

For the purposes of this Report, we have conducted searches and made enquiries in respect of the Tenements as follows:

(a) we have obtained searches of the Tenements from the registers maintained by the Western Australian Department of Mines and Petroleum (DMP). These searches were conducted on 8 July 2010. Key details on the status of the Tenements are set out in Part I of the Schedule;

(b) we have obtained extracts of registered native title claims and indigenous land use agreements (ILUAs) that apply to the Tenements, as registered by the National Native Title Tribunal (NNTT). This material was obtained on 23 June 2010. Details of the native title claims and ILUAs (if any) are set out in Section 7 of this Report and Part III of the Schedule;

(c) we have undertaken searches of the online register of Aboriginal heritage sites maintained by the Western Australian Department of Indigenous Affairs (DIA) to ascertain if any Aboriginal sites or objects have been registered in the vicinity of the Tenements. These searches were conducted on 23 June 2010. Key details of these Aboriginal heritage sites are set out in Part I of the Schedule; and

(d) we have reviewed all material agreements relating to the Tenements provided to us or registered as dealings against the Tenements as at 8 July 2010 and have summarised the material terms in Part II of the Schedule.

3. OPINION

As a result of our searches and enquiries, but subject to the assumptions and qualifications set out in this Report, we are of the view that, as at the date of the relevant searches:

(a) (Ownership): this Report provides an accurate statement as to the registered holders of the Tenements;

(b) (Title and Good Standing): except as set out in this Report or the Schedule, all of the Tenements have been granted and are in good standing as far as the payment of rent or the incurring of expenditure is concerned; and

(c) (Material Contracts): this Report provides an accurate statement as to material contracts, including encumbrances, in relation to the Tenements apparent from our searches of the Tenements and from the information provided to us by the Company.

4. EXECUTIVE SUMMARY

Subject to the qualifications and assumptions in this Report, we consider the following to be material issues in relation to the Tenements.

(a) (Ownership): At the date of our searches, all of the Tenements are currently registered in the name of Barrick Plutonic, other than:

(i) tenements M52/277, M52/278, M52/279, M52/280, M52/281, M52/285, M52/299, M52/305, M52/306, M52/368, M52/369, M52/370 and P52/1224, which are held by Plutonic Gold; and

3073-01/Due Diligence/Solicitor’s Report on Tenements 2

93 PROSPECTUS

(ii) tenement application M52/697 which is held 50:50 by CO2 Group Limited and Resolute Resources Limited (Resolute), and tenement application M52/740 which is held 30:70 by CO2 Group Limited and Resolute. These parties hold the tenement applications on trust for Barrick Plutonic under the terms of a sale agreement dated 15 December 1998.

(b) (Under Expenditure): At the date of our searches, the minimum expenditure commitments for the most recently completed tenement year have not been satisfied for the following Tenements.

M 52/183 M 52/232 M 52/277 M 52/353

M 52/185 M 52/233 M 52/278 M 52/356

M 52/217 M 52/234 M 52/279 M 52/478

M 52/218 M 52/235 M 52/280 M 52/546

M 52/219 M 52/257 M 52/281 M 52/547

M 52/220 M 52/258 M 52/285 M 52/571

M 52/226 M 52/259 M 52/291 M 52/654

M 52/227 M 52/269 M 52/292 M 52/657

M 52/228 M 52/270 M 52/293 M 52/658

M 52/229 M 52/271 M 52/299

M 52/230 M 52/275 M 52/351

M 52/231 M 52/276 M 52/352

Part 1 of the Schedule provides further details of the under expenditure.

Our searches indicate that applications for exemption have been lodged with the DMP and are pending in respect of all of the above Tenements. These Tenements will be at risk of forfeiture for under expenditure if applications for exemption are refused by the DMP.

Under the terms of the Asset Sale Agreement, the parties must co-operate and use their best endeavours to obtain exemptions.

(c) (No Expenditure): At the date of our searches, no expenditure has been incurred in the most recently completed tenement year for the following Tenements:

E 52/527 M 52/366 M 52/370 M 52/671

M 52/305 M 52/367 M 52/396 M 52/672

M 52/306 M 52/368 M 52/572

M 52/365 M 52/369 M 52/670

3073-01/Due Diligence/Solicitor’s Report on Tenements 3

94 PROSPECTUS

Our searches indicate that applications for exemption have not been recorded by the DMP in respect of these Tenements (other than in respect of M52/305, M52/306, M52/365 and M52/366).

Applications for exemptions must be made within 60 days of the end of the tenement year to which the proposed exemption relates. The Company understands that the Vendors will lodge expenditure exemptions for these Tenements within the prescribed 60 day time period.

These Tenements will be at risk of forfeiture for under expenditure if applications for exemption are not made within the prescribed time, or if any applications for exemption (once made) are refused by the DMP.

Under the terms of the Asset Sale Agreement, the parties must co-operate and use their best endeavours to obtain exemptions.

(d) (Granted Exemptions): At the date of our searches, the following tenements had been granted exemptions for their most recently completed tenement year.

E 52/2071 M 52/303 M 52/323

E 52/2072 M 52/304 M 52/395

M 52/246 M 52/320 M 52/555

M 52/247 M 52/321 M 52/590

M 52/253 M 52/322 M 52/593

(e) (Applications for Tenements): As at the date of our searches, the following mining lease applications were yet to be granted:

M52/697 M52/741 M52/779 M52/781

M52/740 M52/748 M52/780 M52/782

Under the terms of the Asset Sale Agreement, the Vendors must hold these applications on trust from completion until such time as the tenements are granted and are transferred to Dampier Plutonic.

(f) (Material Contracts): We have identified the following material contacts in relation to the Tenements. Further details are provided in Part II of the Schedule.

(i) Barrick Asset Sale Agreement: The Vendors have retained certain rights in respect of the Tenements (including a royalty).

(ii) Horseshoe Royalty: Tenements M52/277-281, M52/285, M52/299, M52/305, M52/306 and M52/368-370 (the Freshwater Tenements) are subject to a royalty payable to Horseshoe Gold Mine Pty Ltd (Horseshoe) and limitations on future dealings. The Company has advised that it is in the process of obtaining the consent of Horseshoe to the transfer of the Freshwater Tenements and the assignment of the Horseshoe Royalty to Dampier Plutonic. This

3073-01/Due Diligence/Solicitor’s Report on Tenements 4

95 PROSPECTUS

consent is required before the Asset Sale Agreement can be completed.

(iii) Freshwater Diamond JVA: Astro Resources NL (Astro) and Plutonic Gold have established an unincorporated joint venture for diamond exploration in respect of the Freshwater Tenements. Plutonic Gold holds a 51% interest while Astro holds a 49% interest. This 51% joint venture interest is to be assigned to Dampier Plutonic in respect of those Freshwater Tenements being acquired by Dampier Plutonic. Astro has provided its consent to this transfer and assignment and has executed a deed of assignment and assumption.

(iv) Marymia Pastoral Lease Compensation Agreements: Barrick Plutonic has agreed to pay David John Roach and June Regina Roach (the Roachs) compensation for mining activities on Marymia Station. The Company is in the process of negotiating deeds of assumption with the Roaches in relation to these agreements.

(v) Native Title Agreements: Barrick Plutonic is a party to two Exploration and Prospecting Agreements with the Gingirana Native Title Claim Group in relation to tenements E52/2071-2072 and P52/1220-1224 which govern the carrying out of mining activities on those tenements. The Company has advised that the required notice of the proposed transfer of the relevant tenements has been sent out and that the Company will enter into a deed of assumption in relation to these agreements prior to completion of the Asset Sale Agreement.

(g) (Conditions): None of the Tenements are subject to any unusual conditions of a material nature.

(h) (Environmental Bonds): A total of $5,177,000 in unconditional performance bonds have been lodged against the Tenements as at the date of our searches. Refer to Part 1 of the Schedule for details. The Asset Sale Agreement provides for these performance bonds to be gradually replaced by the Company over the two years following completion.

(i) (Caveats): At the time of our searches:

(i) Horseshoe had registered caveats over the Freshwater Tenements (other than M52/277-280) to protect Horseshoe’s right to a royalty in respect of those tenements; and

(ii) Rothschild Australia Limited (RAL) had registered caveats over the Freshwater Tenements to secure its rights to receive or direct payment of the Horseshoe Royalty. RAL’s successor has recently instructed that these caveats be removed. As such, it appears RAL and its successor no longer has any rights to the Horseshoe royalty.

(j) (Native title): Native title claims are registered against a number of the Tenements. Further details are provided in Parts 1 and III of the Schedule.

(k) (Aboriginal heritage sites): There were a number areas and objects of Aboriginal heritage registered on the Tenements. Key details of these Aboriginal heritage sites are set out in Part I of the Schedule.

3073-01/Due Diligence/Solicitor’s Report on Tenements 5

96 PROSPECTUS

5. DESCRIPTION OF THE TENEMENTS

The Tenements comprise prospecting licences, exploration licences and mining leases granted under the Mining Act 1978 (WA) (Mining Act). Part I of the Schedule provides a list of the Tenements. The following provides a description of the nature and key terms of these types of mining tenements as set out in the Mining Act.

5.1 Prospecting Licence

Application: A person may lodge an application for a prospecting licence in accordance with the Mining Act. The mining registrar or warden decides whether to grant an application for a prospecting licence. An application for a prospecting licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.

Rights: The holder of a prospecting licence is entitled to enter the land and undertake operations for the purposes of prospecting for minerals.

Term: A prospecting licence has a term of 4 years. Where the prospecting licence was applied for and granted after 10 February 2006, the Minister may extend the term by 4 years and, if retention status is granted (as discussed below), by further term or terms of 4 years. Where a prospecting licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

Retention Status: The holder of a prospecting licence applied for and granted after 10 February 2006 may apply for approval of retention status for the prospecting licence. The Minister may approve the application where there is an identified mineral resource within the prospecting licence, but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease. The holder of a prospecting licence applied for or granted before 10 February 2006 can apply for a retention licence (see below).

Conditions: Prospecting licences are granted subject to various standard conditions including conditions relating to minimum expenditure, the payment of rent and observance of environmental protection and reporting requirements. These standard conditions are not detailed in the Schedule. A failure to comply with these conditions may lead to forfeiture of the prospecting licence.

Priority to apply for a Mining Lease: The holder of a prospecting licence has priority to apply for a mining lease over any of the land subject to the prospecting licence. An application for a mining lease must be made prior to the expiry of the prospecting licence. The prospecting licence remains in force until the application for the mining lease is determined.

Transfer: There is no restriction on transfer or other dealing in a prospecting licence.

Reversion Application: The Mining Act allowed the holder of a prospecting licence who had applied for a mining lease before 10 February 2006 to lodge an application between 11 February 2006 and 10 February 2007 for an exploration licence or prospecting licence in lieu of the grant of the mining lease. The Mining Act provides that reversion applications are deemed to be transferred to a transferee of the underlying prospecting licence.

3073-01/Due Diligence/Solicitor’s Report on Tenements 6

97 PROSPECTUS

5.2 Exploration Licence

Application: A person may lodge an application for an exploration licence and the Minister decides whether to grant the application. An application for an exploration licence (unless a reversion application) cannot be legally transferred and continues in the name of the applicant.

Rights: The holder of an exploration licence is entitled to enter the land and undertake operations for the purposes of exploration for minerals.

Term: An exploration licence has a term of 5 years from the date of grant. The Minister may extend the term where:

(a) the exploration licence was granted before 10 February 2006, by a further period or periods of 1 or 2 years; and

(b) the exploration licence was granted after 10 February 2006, by a further period of 5 years followed by a further period or periods of 2 years.

Where an exploration licence is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

Retention Status: The holder of an exploration licence granted after 10 February 2006 may apply for approval of retention status for the exploration licence. The Minister may approve the application where there is an identified mineral resource within the exploration licence but it is impractical to mine the resource for prescribed reasons. Where retention status is granted, the minimum expenditure requirements are reduced in the year of grant and cease in future years. However, the Minister has the right to impose a programme of works or require the holder to apply for a mining lease. The holder of an exploration licence applied for or granted before 10 February 2006, can apply for a retention licence (see below).

Conditions: Exploration licences are granted subject to various standard conditions, including conditions relating to minimum expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. A failure to comply with these conditions may lead to forfeiture of the exploration licence.

Relinquishment: The holder of an exploration licence granted or applied for before 10 February 2006 must relinquish not less than half of the blocks comprising the licence at the end of the third year. A further relinquishment of not less than half of the remaining blocks is required at the end of the fourth year. The holder of an exploration licence applied for and granted after 10 February 2006 must relinquish not less than 40% of the blocks comprising the licence at the end of the fifth year.

Priority to apply for Mining Lease: The holder of an exploration licence has priority to apply for a mining lease over any of the land subject to the exploration licence. Any application for a mining lease must be made prior to the expiry of the exploration licence. The exploration licence remains in force until the application for the mining lease is determined.

Transfer or dealing: No legal or equitable interest in an exploration licence can be transferred or otherwise dealt with during the first year of its term without the prior written consent of the Minister. Thereafter, there is no restriction on transfer or other dealing.

3073-01/Due Diligence/Solicitor’s Report on Tenements 7

98 PROSPECTUS

Reversion Application: The Mining Act allowed the holder of an exploration licence who had applied for a mining lease before 10 February 2006 to lodge an application between 11 February 2006 and 10 February 2007 for an exploration licence or prospecting licence in lieu of the grant of the mining lease. The Mining Act provides that reversion applications are deemed to be transferred to a transferee of the underlying exploration licence.

5.3 Mining Lease

Application: Any person may lodge an application for a mining lease, although a holder of a prospecting licence, exploration licence or retention licence over the relevant area has priority. The Minister decides whether to grant an application for a mining lease.

The application, where made after 10 February 2006, must be accompanied by either a mining proposal or a “mineralisation report” indicating there is significant mineralisation in the area over which a mining lease is sought. A mining lease accompanied by a “mineralisation report” will only be approved where the Director, Geological Survey considers that there is a reasonable prospect that the mineralisation identified will result in a mining operation.

Rights: The holder of a mining lease is entitled to enter the land and undertake operations for the purposes of mining and extracting minerals. The holder has exclusive rights to the land for mining purposes.

Term: A mining lease has a term of 21 years and may be renewed for successive periods of 21 years. Where a mining lease is transferred before a renewal application has been determined, the transferee is deemed to be the applicant.

Conditions: Mining leases are granted subject to various standard conditions, including conditions relating to expenditure, the payment of prescribed rent and royalties and observance of environmental protection and reporting requirements. Mining leases granted or applied for before 10 February 2006 are subject to a condition that a mining proposal is lodged and approved before mining operations commence. An unconditional performance bond may be required to secure performance of these obligations. A failure to comply with these conditions may lead to forfeiture of the mining lease. These standard conditions are not detailed in the Schedule.

Transfer: The consent of the Minister is required to transfer a mining lease.

6. ABORIGINAL HERITAGE

We have undertaken searches of the online register of Aboriginal heritage sites maintained by the Department of Indigenous Affairs in Western Australia (DIAWA) to ascertain if any Aboriginal sites or objects have been registered in the vicinity of the Tenements. As at 23 June 2010, there were a number areas and objects of Aboriginal heritage registered on the Tenements. Key details of these Aboriginal heritage sites are set out in Part I of the Schedule.

There is no obligation under the relevant legislation to register sites or objects. Furthermore, the exact location of Aboriginal sites cannot always be ascertained from such searches.

The Company must ensure that it does not breach the Commonwealth and applicable State legislation relating to Aboriginal heritage as set out below. To ensure that it does not contravene such legislation, it would be prudent for the Company (and it would accord with industry practice and Aboriginal expectations) to conduct heritage surveys to determine if any Aboriginal sites or

3073-01/Due Diligence/Solicitor’s Report on Tenements 8

99 PROSPECTUS

objects exist within the area of the Tenements. Any interference with these sites or objects must be in strict conformity with the provisions of the relevant legislation. It may also be necessary for the Company to enter into separate arrangements with the traditional owners of the sites.

For further details of the existing exploration and prospecting agreements between the Gingirana Native Title Group and Barrick Plutonic, please see Part II of the Schedule.

6.1 Commonwealth Legislation

The Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Cth) (Commonwealth Heritage Act) is aimed at the preservation and protection of any Aboriginal areas and objects that may be located on the Tenements.

Under the Commonwealth Heritage Act, the Minister for Aboriginal Affairs may make interim or permanent declarations of preservation in relation to significant Aboriginal areas or objects, which have the potential to halt exploration activities. Compensation is payable by the Minister for Aboriginal Affairs to a person who is, or is likely to be, affected by a permanent declaration of preservation.

It is an offence to contravene a declaration made under the Commonwealth Heritage Act.

6.2 Western Australian Legislation

Tenements are granted subject to a condition requiring observance of the Aboriginal Heritage Act 1972 (WA) (WA Heritage Act).

The WA Heritage Act makes it an offence to alter or damage sacred ritual or ceremonial Aboriginal sites and areas of significance to Aboriginal persons.

The Minister’s consent is required where any use of land is likely to result in the excavation, alteration or damage to an Aboriginal site or any objects on or under that site.

Aboriginal sites may be registered under the WA Heritage Act. However, there is no requirement for a site to be registered and the WA Heritage Act protects all registered and unregistered sites.

7. NATIVE TITLE

7.1 Introduction

This section of the Report examines the effect of native title on the Tenements.

The existence of native title rights held by indigenous Australians was first recognised in Australia in 1992 by the High Court in the case Mabo v. Queensland (no.2) (1992) 175 CLR 1 (Mabo no.2).

Mabo no. 2 held that certain land tenure existing as at the date of that case, including mining tenements, where granted or renewed without due regard to native title rights, were invalid.

As a result of Mabo no. 2, the Native Title Act 1993 (Cth) (NTA) was passed to:

(a) provide a process for indigenous people to lodge claims for native title rights over land, for those claims to be registered by the National Native

3073-01/Due Diligence/Solicitor’s Report on Tenements 9

100 PROSPECTUS

Title Tribunal (NNTT) and for the Courts to assess native title claims and determine if native title rights exist. Where a Court completes the assessment of a native title claim, it will issue a native title determination that specifies whether or not native title rights exist;

(b) provide (together with associated State legislation) that any land tenures granted or renewed before 1 January 1994 were valid despite Mabo no. 2. This retrospective validation of land tenure was subsequently extended by the NTA to include freehold and certain leasehold (including pastoral leases) granted or renewed before 23 December 1996; and

(c) provide that an act that may affect native title rights (such as the grant or renewal of a mining tenement) carried out after 23 December 1996 (a Future Act) must comply with certain requirements for the Future Act to be valid under the NTA. These requirements are called the Future Act Provisions.

The Future Act Provisions are summarised in Section 7.2 below, following which the Report identifies:

(a) native title claims and determinations that are registered against the Tenements (see Section 7.3);

(b) Tenements which have been retrospectively validated under the NTA as being granted before 23 December 1996 (see Section 7.4);

(c) Tenements which have been granted after 23 December 1996 and as such will need to have been granted following compliance with the Future Act Provisions to be valid under the NTA. This Report assumes that the Future Act Provisions have been complied with in relation to these Tenements (see Section 7.4); and

(d) Tenements which are yet to be granted and which may need to comply with the Future Act Provisions in order to be valid under the NTA (see Section 7.4).

Note that the grant of a Tenement does not need to comply with the Future Act Provisions if in fact native title has never existed over the land covered by the Tenement, or has been validly extinguished prior to the grant of the Tenement. We have not undertaken the extensive research needed to determine if in fact native title does not exist, or has been validly extinguished in relation to the Tenements.

Unless it is clear that native title does not exist (eg in relation to freehold land), the usual practice of the State is to comply with the Future Act Provisions when granting a Tenement. This ensures the grant will be valid in the event a court determines that native title rights do exist over the land subject to the Tenement and, as such, the Future Act Provisions apply.

Where a Tenement has been retrospectively validated or validly granted under the NTA, the rights under the Tenement prevail over any inconsistent native title rights.

7.2 Future Act Provisions

The Future Act Provisions vary depending on the Future Act to be carried out. In the case of the grant of a mining tenement, typically there are three alternatives: the Right to Negotiate, an Indigenous Land Use Agreement (ILUA) and the Expedited Procedure. These are summarised below.

3073-01/Due Diligence/Solicitor’s Report on Tenements 10

101 PROSPECTUS

Right to Negotiate

The Right to Negotiate involves a formal negotiation between the State, the applicant for the Tenement and any registered native title claimants and holders of native title rights. The aim is to agree the terms on which the Tenement can be granted. The applicant for the Tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title. The parties may also agree on conditions that will apply to activities carried out on the Tenement (eg in relation to heritage surveys).

If agreement is not reached to enable the Tenement to be granted, the matter may be referred to arbitration before the NNTT, which has six (6) months to decide whether the Tenement can be granted and if so, on what conditions. The NNTT usually requires the parties to have had at least 6 months of negotiations before it will accept a referral for arbitration.

ILUA

An ILUA is a contractual arrangement governed by the NTA. Under the NTA, an ILUA must be negotiated with all registered native title claimants for a relevant area. The State and the applicant for the Tenement are usually the other parties to the ILUA.

An ILUA must set out the terms on which a tenement can be granted. An ILUA will also specify conditions on which activities may be carried out within the tenement. The applicant for a tenement is usually liable for any compensation that the parties agree to pay to the registered native title claimants and holders of native title in return for the grant of the Tenement being approved. These obligations pass to a transferee of the tenement.

Once an ILUA is agreed and registered, it is arguable that it binds the whole native title claimant group and all holders of native title in the area (including future claimants), even though they may not be parties to it.

Expedited Procedure

The NTA establishes a simplified process for the carrying out of a Future Act that is unlikely to adversely affect native title rights (Expedited Procedure). The grant of a tenement can occur under the Expedited Procedure if:

(a) the grant will not interfere directly with the carrying on of the community or social activities of the persons who are the holders of native title in relation to the land;

(b) the grant is not likely to interfere with areas or sites of particular significance, in accordance with their traditions, to the persons who are holders of native title in relation to the land; and

(c) the grant is not likely to involve major disturbance to any land or waters concerned or create rights whose exercise is likely to involve major disturbance to any land.

If the State considers the above criteria are satisfied, it commences the Expedited Procedure by giving notice of the proposed grant of the Tenement in accordance with the NTA. Persons have until three (3) months after the notification date to take steps to become a registered native title claimant or native title holder in relation to the land to be subject to the Tenement.

3073-01/Due Diligence/Solicitor’s Report on Tenements 11

102 PROSPECTUS

If there is no objection lodged by a registered native title claimant or a native title holder within four (4) months of the notification date, the State may grant the Tenement.

If one or more registered native title claimants or native title holders object within that four (4) month notice period, the NNTT must determine whether the grant is an act attracting the Expedited Procedure. If the NNTT determines that the Expedited Procedure applies, the State may grant the Tenement. Otherwise, the Future Act Provisions (eg Right to Negotiate or ILUA) must be followed before the Tenement can be granted.

The State of Western Australia currently follows a policy of granting prospecting and exploration licenses under the Expedited Procedure where the applicant has entered into a standard aboriginal heritage agreement with the relevant registered native title claimants and native title holders. The standard heritage agreement (and ancillary agreements) usually provide for payment of compensation by the applicant for the tenement and conditions that apply to activities carried out within the tenement.

7.3 Registered Native Title Claims and Determinations

Our searches indicate that the Tenements are subject to the following registered native title claims.

Tenement Native Title Claim

E52/527, M52/351, M52/352, M52/657, M52/658, WC99/46, WC06/2 M52/697, M52/741, M52/781, M52/782

E52/2071, E52/2072, M52/185, M52/226, M52/227, WC06/2 M52/230, M52/232, M52/257, M52/258, M52/259, M52/270, M52/271, M52/275, M52/276, M52/277, M52/278, M52/279, M52/280, M52/281, M52/285, M52/291, M 52/292, M52/293, M52/299, M52/305, M52/306, M52/320, M52/321, M52/322, M52/323, M52/353, M52/356, M52/365, M52/366, M52/367, M52/368, M52/369, M52/370, M52/478, M52/546, M52/547, M52/555, M52/571, M52/572, M52/183, M52/217, M52/218, M52/219, M52/220, M52/228, M52/229, M52/231, M52/233, M52/234, M52/235, M52/246, M52/247, M52/269, M52/303, M52/304, M52/396, M52/593, M52/654, M52/748, M52/253, M52/395, M52/590, M52/670, M52/671, M52/672, P52/1224, P52/899, P52/1220, P52/1221, P52/1222, P52/1223

M 52/740, M 52/779, M 52/780 WC99/46

The status of the native title claims is summarised in Part III of the Schedule.

The native title claimants and holders of native title under any native title determinations are entitled to certain rights under the Future Act Provisions.

7.4 Validity of Tenements under the NTA

The sections below examine the validity of the Tenements under the NTA.

3073-01/Due Diligence/Solicitor’s Report on Tenements 12

103 PROSPECTUS

Tenements granted before 23 December 1996

Our searches indicate that the following Tenements were granted before 1 January 1994 and as such have been retrospectively validated under the NTA:

E52/527, M52/185, M52/226, M52/227, M52/230, M52/232, M52/257, M52/258, M52/259, M52/270, M52/271, M52/275, M52/276, M52/277, M52/278, M52/279, M52/280, M52/281, M52/285, M52/291, M52/292, M52/293, M52/299, M52/305, M52/306, M52/320, M 52/321, M52/322, M52/323, M52/351, M52/352, M52/353, M52/356, M52/365, M52/366, M52/367, M52/368, M52/369, M52/370, M52/183, M52/217, M52/218, M52/219, M52/220, M52/228, M52/229, M52/231, M52/233, M52/234, M52/235, M52/246, M52/247, M52/269, M52/303, M52/304, M52/396, M52/253, M52/395.

Our searches indicate that the following Tenements were granted after 1 January 1994 but before 23 December 1996 and as such have been retrospectively validated under the NTA (and associated State legislation) provided the Tenements are over freehold or pastoral or other leasehold interests recognised by the High Court. Where the Tenements are not over such land tenure (we have not determined this), we have assumed that the Future Act Provisions were complied with and that the Tenements are therefore valid under the NTA:

M52/478, M52/546, M52/547, M52/555, M52/571, M52/572, M52/593, P52/899, M52/590.

Tenements granted after 23 December 1996

Our searches indicate that the following Tenements were granted after 23 December 1996:

E52/2071, E52/2072, P52/1224, M52/654, M52/657, M52/658, M52/697, M52/740, M52/741, M52/748, M52/779, M52/780, M52/781, M52/782, P52/1220, P52/1221, P52/1222, P52/1223, M52/670, M52/671, M52/672.

We have assumed that these Tenements were granted in accordance with the Future Act Provisions and as such are valid under the NTA.

Valid grant of Applications for Tenements

The Future Act Provisions must be complied with when granting any of the Tenements that are currently applications. This will ensure that the newly granted Tenements are valid under the NTA be assured.

The following Tenements are currently applications and as such will need to satisfy the Future Act Provisions:

M52/697, M52/740, M52/741, M52/748, M52/779, M52/780, M52/781 and M52/782.

The registered native title claimants and holders of native title identified in Section 7.3 of this Report will need to be involved as appropriate under the Future Act Provisions.

Note that the grant of any tenements in the future in relation to the Tenements (eg the grant of a mining lease from an exploration licence) will also need to comply with the Future Act Provisions.

3073-01/Due Diligence/Solicitor’s Report on Tenements 13

104 PROSPECTUS

8. PASTORAL LEASES

Certain of the Tenements encroach to varying degrees on pastoral lease land.

Under the WA Mining Act, a granted tenement will not give access to the area of that tenement that is 30 metres from the natural surface of private or pastoral lease land and is within a specified distance of certain infrastructure or improvements on that land without the consent of the private land owner or occupier or occupier of the pastoral lease (as applicable).

A tenement application can still be granted without that consent but access will be limited to the area that is below a depth of 30 metres from the natural surface of the land in the relevant areas and the tenement register will be endorsed accordingly. The consent is commonly given under the terms of an access agreement whereby the tenement holder also agrees to pay compensation to the owner and/or occupier for losses including damage or disturbance caused to the surface of the land, damage to improvements or (in the case of private land) loss of earnings.

9. QUALIFICATIONS AND ASSUMPTIONS

This Report is subject to the following qualifications and assumptions:

(a) we have assumed the accuracy and completeness of all Tenement searches, register extracts and other information or responses which were obtained from the relevant department or authority including the NNTT;

(b) we assume that the registered holder of a Tenement has valid legal title to the Tenement;

(c) this Report does not cover any third party interests, including encumbrances, in relation to the Tenements that are not apparent from our searches and the information provided to us;

(d) we have assumed that any agreements provided to us in relation to the Tenements are authentic, complete, were within the powers and capacity of those who executed them, were duly authorised, executed, delivered and stamped and are binding on the parties to them;

(e) with respect to the granting of the Tenements, we have assumed that the State and the applicant for the Tenements complied with the applicable Future Act Provisions;

(f) Aboriginal heritage sites or objects (as defined in the WA Heritage Act or under the Commonwealth Heritage Act) may exist in the areas covered by the Tenements regardless of whether or not that site has been entered on the Register of Aboriginal Sites established by the WA Heritage Act or is the subject of a declaration under the Commonwealth Heritage Act. We have not conducted any legal, historical, anthropological or ethnographic research regarding the existence or likely existence of any such Aboriginal heritage sites or objects within the area of the Tenements;

(g) we have assumed the accuracy and completeness of any instructions or information which we have received from the Company or any of its officers, agents and representatives;

(h) unless apparent from our searches or the information provided to us, we have assumed compliance with the requirements necessary to maintain a Tenement in good standing;

3073-01/Due Diligence/Solicitor’s Report on Tenements 14

105 PROSPECTUS

(i) with respect to the application for the grant of a Tenement, we express no opinion as to whether such application will ultimately be granted and that reasonable conditions will be imposed upon grant, although we have no reason to believe that any application will be refused or that unreasonable conditions will be imposed;

(j) where Ministerial consent is required in relation to the transfer of any Tenement, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused, although we are not aware of any matter which would cause consent to be refused;

(k) we have not conducted searches of the Database of Contaminated Sites maintained by the Department of Environment and Conservation and express no opinion on whether any of the Tenements are subject to any contamination or pollution;

(l) references in the Schedule to any area of land are taken from details shown on searches obtained from the relevant department. It is not possible to verify the accuracy of those areas without conducting a survey; and

(m) the information in the Schedule is accurate as at the date the relevant searches were obtained. We cannot comment on whether any changes have occurred in respect of the Tenements between the date of the searches and the date of the Prospectus.

10. CONSENT

This report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus and is not to be relied on or disclosed to any other person or used for any other purpose or quoted or referred to in any public document or filed with any government body or other person without our prior consent.

Yours faithfully

STEINEPREIS PAGANIN

3073-01/Due Diligence/Solicitor’s Report on Tenements 15

106 PROSPECTUS 16 7 7 7 7 7 7 7 7 7 7 11 11 11 11 12 12 1, 7 7 1, NOTES NOTES

20871- 20871- ABORIGINAL HERITAGE SITES Artefacts/Scatter

CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/ 2 WC99/46 WC99/46 NATIVE NATIVE TITLE BONDS

/DEALINGS ENCUMBRANCES

EXPENDITURE SATISFACTIONOF Exemption grantedlastfor tenementyear Exemption grantedlastfor tenementyear Expendedin full lasttenement year No expenditure No lodgedlastfor tenementyear. exemption No application lodged.Due within days 60 of 02.07.10. N/A as N/A first year of Tenement as N/A first year of Tenement as N/A first year of Tenement as N/A first year of Tenement N/A as N/A first year of Tenement CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE N/A N/A N/A N/A YEAR) $73.92 $2,000 $420.42 $7,280 $297.99 $5,160 $399.63 $6,920 $138.60 $2,400 $5,520.24 $100,000 (NEXTRENTAL ANNUALRENT

2 HA HA HA HA HA HA SIZE SIZE km 35.69 59.66 59.66 AREA 181.10 128.60 172.90 31.623 389.58 (Blocks) N/A N/A DATE EXPIRY

N/A N/A DATE GRANT 04.09.08 03.09.13 25BL 04.09.08 03.09.13 $2,964.50 38BL $25,000 $4,506.04 $38,000 03.07.92 02.07.01 22.03.10 21.03.14 22.03.10 21.03.14 22.03.10 21.03.14 22.03.10 21.03.14 15.04.96 14.04.00 22.03.10 21.03.14 HA 32 $73.92 $2,000 Ltd Ltd Ltd Ltd and Gold Barrick Barrick Barrick Barrick Barrick Barrick Barrick Barrick Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Resolute Resources HOLDER / CO2Group APPLICANT REGISTERED MLA 52/697 E52/527 P52/899 E 52/2071 E 52/2072 P 52/1220 P 52/1221 P 52/1222 P 52/1223 P 52/1224 TENEMENT PART I - TENEMENT SCHEDULE

107

PROSPECTUS

5 5 12 12 8b 8a NOTES NOTES

980- 154- 771- 6140 - 6140 ABORIGINAL 768– Quarry, 769– Quarry, 770– Quarry, Mythological HERITAGE SITES Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC99/46 WC99/46 WC99/46 WC99/46 WC99/46 WC99/46 NATIVE NATIVE TITLE BONDS

Bond Requirement $328,000 Bond Requirement $81,000 Bond Requirement $194,000

/DEALINGS

ENCUMBRANCES 17

EXPENDITURE SATISFACTIONOF Under expended $21,216 Exemptionlodged 29.01.10 (Recorded) Under expended $26,140 Exemptionlodged 02.01.10 (Recorded) UnderExpended $12,449 Exemptionlodged 13.05.10 (Recorded) CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

N/A N/A N/A N/A YEAR) $6,950.90 $44,500 $14,104.86 $90,300 $14,276.68 $91,400 (NEXTRENTAL ANNUALRENT HA HA HA SIZE SIZE AREA 90 HA 90 902.70 444.50 913.05 544.058 (Blocks) N/A N/A HA 917 N/A N/A N/A HA 798 N/A N/A N/A N/A HA 883 N/A N/A HA 937 N/A N/A N/A N/A N/A N/A N/A N/A N/A HA 952 N/A N/A N/A N/A N/A HA 929 N/A N/A N/A DATE EXPIRY

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A DATE GRANT 04.12.89 03.12.10 04.12.89 03.12.10 20.03.91 19.03.12 Ltd Ltd Ltd Ltd and Barrick Barrick Barrick Barrick Barrick Barrick Barrick Barrick Barrick Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Resolute Resources HOLDER / CO2Group APPLICANT REGISTERED MLA MLA MLA MLA MLA MLA MLA 52/740 52/741 52/748 52/779 52/780 52/781 52/782 M 52/183 M 52/185 M 52/217 M TENEMENT

108

PROSPECTUS

9 9 8a 8a 8a, 9 9 8a, 4, 8a, 4, NOTES NOTES

772- 772- 773- 773- 774- 774- 776- 777- 778- 779- Cache Cache ABORIGINAL 775– Quarry, 775– Quarry, HERITAGE SITES 988– Repository Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 NATIVE NATIVE TITLE BONDS Bond Requirement $237,000 Bond Requirement $21,000 Bond Requirement $15,000

/DEALINGS

ENCUMBRANCES 18

EXPENDITURE SATISFACTIONOF Under expended $74,057 Exemptionlodged 13.05.10 (Recorded) Under expended $55,709 Exemptionlodged 13.05.10 (Recorded) Under expended $53,807 Exemptionlodged 13.05.10 (Recorded) Under expended $58,807 Exemptionlodged 13.05.10 (Recorded) CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

YEAR) $12,496 $80,000 $15,448.18 $98,900 $13,183.28 $84,400 (NEXTRENTAL ANNUALRENT HA HA HA SIZE SIZE AREA 988.75 799.35 843.85 (Blocks) DATE EXPIRY DATE GRANT 20.03.91 19.03.12 20.03.91 19.03.12 20.03.91 19.03.12 772.05 $12,074.26 $77,300 20.03.91 19.03.12 Barrick Barrick Barrick Barrick Plutonic Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M 52/218 M 52/219 M 52/220 M 52/226 M TENEMENT

109

PROSPECTUS

8a 8b 8a 8a 8b 8a NOTES NOTES

55 - 55 - 55 - 56 20063- Cache Cache Cache Cache Cache ABORIGINAL 20888Quarry- 9 4, 20887Quarry- 20888Quarry- 20869Quarry- HERITAGE SITES 988– Repository 988– Repository 988– Repository Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 NATIVE NATIVE TITLE BONDS Bond Requirement $75,000 Bond Requirement $608,000 Bond Requirement $1,225,000 Bond Requirement $253,000 Bond Requirement $348,000

/DEALINGS

ENCUMBRANCES 19

EXPENDITURE SATISFACTIONOF Under expended $42,173 Exemptionlodged 30.03.10 (Recorded) Under expended $62,892 Exemptionlodged 13.05.10 (Recorded) Under expended $65,852 Exemptionlodged 13.05.10 (Recorded) Under expended $62,538 Exemptionlodged 13.05.10 (Recorded) Under expended $31,762 Exemptionlodged 13.05.10 (Recorded) Under expended $46,762 Exemptionlodged 13.05.10 (Recorded) Under expended $68,442 Exemptionlodged 13.05.10 (Recorded) Under expended $53,109 Exemptionlodged CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE YEAR) $9,481.34 $60,700 $14,089.24 $90,200 $14,745.28 $94,400 $14,011.14 $89,700 $11,621.28 $74,400 $12,730.30 $81,500 $15,120.16 $96,800 $11,902.44 $76,200 (NEXTRENTAL ANNUALRENT HA HA HA HA HA HA HA HA SIZE SIZE AREA 901.80 943.20 896.75 743.75 814.80 967.15 606.10 761.10 (Blocks) DATE EXPIRY DATE GRANT 20.03.91 19.03.12 20.03.91 19.03.12 20.03.91 19.03.12 20.03.91 19.03.12 20.03.91 19.03.12 20.03.91 19.03.12 04.02.91 03.02.12 04.02.91 03.02.12 Barrick Barrick Barrick Barrick Barrick Barrick Barrick Barrick Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M 52/227 M 52/228 M 52/229 M 52/230 M 52/231 M 52/232 M 52/233 M 52/234 M TENEMENT

110

PROSPECTUS

13 13 8b 8a 8b 4, 9 9 4, NOTES NOTES

155- 980- 988– Place Place 18549- 20063- 20066- 20067- ABORIGINAL 981– Quarry, 20889Quarry- 20890Quarry- 20891Quarry- 20908Quarry- 20869Quarry- 18551-Quarry, 20886Quarry- HERITAGE SITES 20906– Named 20907– Named Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter RepositoryCache CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 NATIVE NATIVE TITLE BONDS

Bond Requirement $15,000 Bond Requirement $9,000 Bond Requirement $108,000 Bond Requirement $12,000 Bond Requirement $165,000 Bond Requirement $37,000 Bond Requirement $306,000

/DEALINGS

ENCUMBRANCES 20

EXPENDITURE SATISFACTIONOF 30.03.10 (Recorded) Exemption grantedlastfor tenementyear Under expended $66,207 Exemptionlodged 30.03.10 (Recorded) Exemption grantedlastfor tenementyear Exemption grantedlastfor tenementyear Under expended $67,502 Exemptionlodged 23.12.09 (Recorded) Under expended $66,754 Exemptionlodged 23.12.09 (Recorded) Under expended $71,249 Exemptionlodged 23.12.09 (Recorded) Under expended $52,254 Exemptionlodged CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE YEAR) $15,620 $100,000 $14,510.98 $92,900 $14,714.04 $94,200 $12,261.70 $78,500 $14,807.76 $94,800 $15,479.42 $99,100 $13,495.68 $86,400 (NEXTRENTAL ANNUALRENT HA HA HA HA HA HA HA SIZE SIZE AREA 928.65 941.35 784.35 947.90 990.95 999.75 863.25 (Blocks) DATE EXPIRY DATE GRANT 04.02.91 03.02.12 09.08.91 08.08.12 09.08.91 08.08.12 11.09.91 10.09.12 HA 840 04.11.91 $13,120. 03.11.12 $84,000 04.11.91 03.11.12 04.11.91 03.11.12 07.11.91 06.11.12 Barrick Barrick Barrick Barrick Barrick Barrick Barrick Barrick Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M 52/235 M 52/246 M 52/247 M 52/253 M 52/257 M 52/258 M 52/259 M 52/269 M TENEMENT

111

PROSPECTUS

6 6 10 10 1, 2, 1, 6, 8b 6, NOTES NOTES

6140 - 6140 6059 - 6059 ABORIGINAL Mythological HERITAGE SITES Artefacts/Scatter CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 NATIVE NATIVE TITLE BONDS

Bond Requirement $36,000

/DEALINGS

ENCUMBRANCES 21 HorseshoeRoyalty Agreement (07.11.97) SupplementalDeed (07.11.97) FreshwaterJVA (02.07.92) Rothschild (07.11.97) Charge RothschildCaveat (07.11.97)

EXPENDITURE SATISFACTIONOF Under expended $18,989 Exemptionlodged 10.03.10 (Recorded) Under expended $38,113 Exemptionlodged 23.12.09 (Recorded) 23.12.09 (Recorded) Under expended $53,318 Exemptionlodged 23.12.09 (Recorded) Under expended $6,559 Exemptionlodged 23.12.09 (Recorded) Under expended $33,082 Exemptionlodged 23.12.09 (Recorded) CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

YEAR) $7,341.40 $47,000 (NEXTRENTAL ANNUALRENT HA SIZE SIZE AREA 469.25 (Blocks) DATE EXPIRY DATE GRANT 13.01.92 12.01.13 HA 274 $4,279.88 $27,400 27.11.91 26.11.12 HA 737 $11,511.94 $73,000 27.11.91 26.11.12 04.11.91 03.11.12 HA 540 $8,434.80 04.11.91 $54,000 03.11.12 HA 95 $1,483.90 $10,000 Gold Barrick Barrick Barrick Barrick Plutonic Plutonic Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M52/277 M 52/270 M 52/271 M 52/275 M 52/276 M TENEMENT

112

PROSPECTUS

10 10 10 10 10 10 1, 2, 1, 1, 2, 1, 2, 1, NOTES NOTES

ABORIGINAL HERITAGE SITES

CLAIMS WC06/2 WC06/2 WC06/2 NATIVE NATIVE TITLE BONDS Bond Requirement $20,000 Bond Requirement $41,000 /DEALINGS

ENCUMBRANCES 22 HorseshoeRoyalty Agreement (07.11.97) SupplementalDeed (07.11.97) RothschildCharge (07.11.97) RothschildCaveat (07.11.97) HorseshoeRoyalty Agreement (07.11.97) SupplementalDeed (07.11.97) RothschildCharge (07.11.97) RothschildCaveat (07.11.97) HorseshoeRoyalty Agreement (07.11.97) SupplementalDeed (07.11.97) RothschildCharge (07.11.97) RothschildCaveat (07.11.97) FreshwaterJVA (02.07.92) FreshwaterJVA (02.07.92) FreshwaterJVA (02.07.92)

EXPENDITURE SATISFACTIONOF Under expended $18,775 Exemptionlodged 10.03.10 (Recorded) Under expended $31,433 Exemptionlodged 10.03.10 (Recorded) Under expended $12,694 Exemptionlodged 10.03.10 (Recorded) CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

YEAR) (NEXTRENTAL ANNUALRENT SIZE SIZE AREA (Blocks) DATE EXPIRY DATE GRANT 13.01.92 12.01.13 HA 271 $4,233.02 $27,100 13.01.92 12.01.13 HA 450 $7,029 $45,000 13.01.92 12.01.13 HA 185 $2,889.70 $18,500 Gold Gold Gold Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M 52/278 M 52/279 M 52/280 M TENEMENT

113

PROSPECTUS

10 10 10 10 1, 2, 1, NOTES NOTES 1, 2, 3, 1,

ABORIGINAL HERITAGE SITES 16637– Quarry, Artefacts/Scatter

CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 NATIVE NATIVE TITLE BONDS Bond Requirement $55,000 Bond Requirement $21,000

/DEALINGS

ENCUMBRANCES 23 FreshwaterJVA (02.07.92) HorseshoeRoyalty Agreement (07.11.97) HorseshoeCaveat (23.12.97 SupplementalDeed (07.11.97) FreshwaterJVA (02.07.92) HorseshoeRoyalty Agreement (07.11.97) HorseshoeCaveat (23.12.97) SupplementalDeed (07.11.97) Rothschild (07.11.97) Charge RothschildCaveat (07.11.97) Rothschild (07.11.97) Charge RothschildCaveat (07.11.97)

EXPENDITURE SATISFACTIONOF Under expended $41,546 Exemptionlodged 10.03.10 (Recorded) Under expended $69,693 Exemptionlodged 10.03.10 (Recorded) Under expended $67,824 Exemptionlodged 13.05.10 (Recorded) Under expended $69,302 Exemptionlodged 13.05.10 (Recorded) CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

YEAR) $15,182.64 $97,200 $15,510.66 $99,300 (NEXTRENTAL ANNUALRENT HA HA SIZE SIZE AREA 971.05 992.65 (Blocks) DATE EXPIRY DATE GRANT 13.01.92 12.01.13 HA 593 $9,262.66 $59,300 13.01.92 12.01.13 HA 991 $15,479.42 $99,100 20.03.92 19.03.13 20.03.92 19.03.13 Gold Gold Barrick Barrick Plutonic Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M 52/281 M 52/285 M 52/291 M 52/292 M TENEMENT

114

PROSPECTUS

10 10 10 1, 2, 1, 2, 1, NOTES NOTES

ABORIGINAL HERITAGE SITES 20064- Artefacts/Scatter 20065- Artefacts/Scatter CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 NATIVE NATIVE TITLE BONDS Bond Requirement $16,000 Bond Requirement $7,000 Bond Requirement $54,000 Bond Requirement $76,000 Bond Requirement $9,000

/DEALINGS

ENCUMBRANCES 24 FreshwaterJVA (02.07.92) HorseshoeRoyalty Agreement (07.11.97) SupplementalDeed (07.11.97) RothschildCharge (07.11.97) RothschildCaveat (07.11.97) FreshwaterJVA (02.07.92) HorseshoeRoyalty Agreement (07.11.97) SupplementalDeed (07.11.97) RothschildCharge (07.11.97) RothschildCaveat (07.11.97) HorseshoeCaveat (23.12.97)

EXPENDITURE SATISFACTIONOF No expenditure No lodgedlastfor tenementyear Exemptionlodged 06.07.10 (Recorded) Under expended $69,444 Exemptionlodged 13.05.10 (Recorded) Under expended $70,034 Exemptionlodged 13.05.10 (Recorded) Exemption grantedlastfor tenementyear Exemption grantedlastfor tenementyear CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

YEAR) $15,620 $100,000 $8,559.76 $54,800 $15,541.90 $99,500 $11,449.46 $73,300 $14,276.68 $91,400 (NEXTRENTAL ANNUALRENT HA HA HA HA HA SIZE SIZE AREA 994.65 999.65 732.35 913.20 547.20 (Blocks) DATE EXPIRY DATE GRANT 20.03.92 19.03.13 17.03.92 16.03.13 12.08.92 11.08.13 12.08.92 11.08.13 21.05.92 20.05.13 Gold Gold Barrick Barrick Barrick Plutonic Plutonic Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M 52/293 M 52/299 M 52/303 M 52/304 M 52/305 M TENEMENT

115

PROSPECTUS

10 10 8a 8a 1, 2, 1, NOTES NOTES

18547- 20892- 20893- ABORIGINAL 20883Quarry- 20884Quarry- 20885Quarry- HERITAGE SITES Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter

CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 NATIVE NATIVE TITLE BONDS Bond Requirement $80,000 Bond Requirement $193,000

/DEALINGS

ENCUMBRANCES 25 HorseshoeCaveat (23.12.97) FreshwaterJVA (02.07.92) HorseshoeRoyalty Agreement (07.11.97) SupplementalDeed (07.11.97) Rothschild (07.11.97) Charge RothschildCaveat (07.11.97) HorseshoeCaveat (23.12.97)

EXPENDITURE SATISFACTIONOF Exemption grantedlastfor tenementyear Exemption grantedlastfor tenementyear Exemption grantedlastfor tenementyear Exemption grantedlastfor tenementyear Under expended $68,630 Exemptionlodged 30.03.10 (Recorded) No expenditure No lodgedlastfor tenementyear Exemptionlodged 06.07.10 (Recorded) CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

YEAR) $9,965.56 $63,800 $9,668.78 $61,900 $6,794.70 $43,500 $10,465.40 $67,000 $11,355.74 $72,700 (NEXTRENTAL ANNUALRENT HA HA HA HA HA SIZE SIZE AREA 726.75 637.60 618.10 434.40 669.90 (Blocks) DATE EXPIRY DATE GRANT 21.05.92 20.05.13 03.09.92 02.09.13 03.09.92 02.09.13 03.09.92 02.09.13 03.09.92 02.09.13 12.02.93 11.02.14 HA 982 $15,338.84 $98,200 Gold Barrick Barrick Barrick Barrick Barrick Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M 52/306 M 52/320 M 52/321 M 52/322 M 52/323 M 52/351 M TENEMENT

116

PROSPECTUS

10 10 1, 2, 1, NOTES NOTES

ical 20879- ABORIGINAL HERITAGE SITES 6140 – 6140 Mytholog- Artefacts/Scatter CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 NATIVE NATIVE TITLE BONDS Bond Requirement $30,000

/DEALINGS

ENCUMBRANCES 26 HorseshoeRoyalty Agreement (07.11.97) SupplementalDeed

EXPENDITURE SATISFACTIONOF Under expended $43,515 Exemptionlodged 30.03.10 (Recorded) Under expended $8,241 Exemptionlodged 30.03.10 (Recorded) expenditure No lodgedlastfor tenementyear Exemptionlodged 06.07.10 (Recorded) expenditure No lodgedlastfor tenementyear Exemptionlodged 06.07.10 (Recorded) expenditure No lodgedlastfor tenementyear. exemption No application lodged.Due within days 60 of 09.06.10. Under expended $68,624 Exemptionlodged 30.03.10 (Recorded) expenditure No lodgedlastfor tenementyear. exemption No CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

YEAR) (NEXTRENTAL ANNUALRENT SIZE SIZE AREA (Blocks) DATE EXPIRY DATE GRANT 12.02.93 11.02.14 HA 982 $15,338.84 $98,200 12.02.93 11.02.14 HA 626 $9,778.12 12.02.93 $62,600 11.02.14 HA 126 $1,968.12 14.05.93 $12,600 13.05.14 HA 198 $3,092.76 $19,800 14.05.93 13.05.14 HA 448 $6,997.76 $44,800 10.06.93 09.06.14 HA 433 $6,763.46 $43,300 10.06.93 09.06.14 HA 974 $15,213.88 $97,400 Gold Barrick Barrick Barrick Barrick Barrick Barrick Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M 52/352 M 52/353 M 52/356 M 52/365 M 52/366 M 52/367 M 52/368 M TENEMENT

117

PROSPECTUS

13 13 10 10 10 10 8a 1, 2, 1, 1, 2, 1, NOTES NOTES

Tree 18549- ABORIGINAL HERITAGE SITES 18550– Modified Artefacts/Scatter CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 NATIVE NATIVE TITLE BONDS

Bond Requirement $41,000 Bond Requirement $37,000 Bond Requirement $340,000

/DEALINGS

ENCUMBRANCES 27 HorseshoeRoyalty Agreement (07.11.97) SupplementalDeed (07.11.97) (07.11.97) Rothschild (07.11.97) Charge RothschildCaveat (07.11.97) HorseshoeCaveat (23.12.97) Rothschild (07.11.97) Charge RothschildCaveat (07.11.97) HorseshoeCaveat (23.12.97) HorseshoeRoyalty Agreement (07.11.97) SupplementalDeed (07.11.97) Rothschild (07.11.97) Charge RothschildCaveat (07.11.97) HorseshoeCaveat (23.12.97)

EXPENDITURE SATISFACTIONOF No expenditure No lodgedlastfor tenementyear. exemption No application lodged.Due within days 60 of 09.06.10. application lodged.Due within days 60 of 09.06.10. No expenditure No lodgedlastfor tenementyear. exemption No application lodged.Due within days 60 of 09.06.10. Exemption grantedlastfor tenementyear No expenditure No lodgedlastfor tenementyear. exemption No application CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

YEAR) $8,450.42 $54,100 $11,386.98 $72,900 (NEXTRENTAL ANNUALRENT HA HA SIZE SIZE AREA 728.40 540.75 (Blocks) DATE EXPIRY DATE GRANT 10.06.93 09.06.14 614.65 $9,606.30 $61,500 10.06.93 09.06.14 10.08.93 09.08.14 HA 840 $13,120.80 15.06.93 14.06.14 $84,000 Gold Gold Barrick Barrick Plutonic Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M 52/369 M 52/370 M 52/395 M 52/396 M TENEMENT

118

PROSPECTUS

8b NOTES NOTES

ical 20871- 20877- 20878- 20879- 20880- 20881- 20882- 20900- 20880- 20881- 20882- ABORIGINAL HERITAGE SITES 6140 – 6140 Mytholog- Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter Artefacts/Scatter CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 NATIVE NATIVE TITLE BONDS Bond Requirement $5,000 Bond Requirement $30,000 Bond Requirement $5,000 Bond Requirement

/DEALINGS

ENCUMBRANCES 28

EXPENDITURE SATISFACTIONOF lodged.Due within days 60 of 14.06.10. Under expended $65,957 Exemptionlodged 30.03.10 (Recorded) Under expended $67,207 Exemptionlodged 30.03.10 (Recorded) Under expended $35,374 Exemptionlodged 18.06.10 (Recorded) Exemption grantedlastfor tenementyear Under expended $7,278 Exemptionlodged 30.03.10 (Recorded) expenditure No lodgedlastfor CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

YEAR) $8,216.12 $52,600 $5,404.52 $34,600 $1,624.48 $10,400 $3,514.50 $22,500 (NEXTRENTAL ANNUALRENT HA HA HA HA SIZE SIZE AREA 525.10 345.45 103.70 224.30 (Blocks) DATE EXPIRY DATE GRANT 23.05.94 22.05.15 22.02.95 21.02.16 HA 944 $14,745.28 $94,400 22.02.95 21.02.16 HA 965 $15,073.30 $96,500 16.08.95 15.08.16 19.02.96 18.02.17 14.06.96 13.06.17 Barrick Barrick Barrick Barrick Barrick Barrick Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M 52/478 M 52/546 M 52/547 M 52/555 M 52/571 M 52/572 M TENEMENT

119

PROSPECTUS

13 13 13 13 13 NOTES NOTES

ABORIGINAL HERITAGE SITES CLAIMS WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC06/2 WC99/46 WC99/46 NATIVE NATIVE TITLE BONDS Bond Requirement $12,000 $32,000

/DEALINGS

ENCUMBRANCES 29

EXPENDITURE SATISFACTIONOF Exemption grantedlastfor tenementyear Under expended $8,873 Exemptionlodged 02.02.10 (Recorded) tenementyear. exemption No application lodged.Due within days 60 of 13.06.10 Exemption grantedlastfor tenementyear expenditure No lodgedlastfor tenementyear. exemption No application lodged.Due within days 60 of 02.07.10 expenditure No lodgedlastfor tenementyear. exemption No Under expended $53,731 Exemptionlodged 10.03.10 (Recorded) Under expended $53,400 Exemptionlodged 10.03.10 (Recorded) CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

YEAR) $156.20 $10,000 $9,700.02 $62,100 $14,292.30 $91,500 $11,933.68 $76,400 (NEXTRENTAL ANNUALRENT HA HA HA SIZE SIZE AREA 90 HA 90 914.30 763.60 9.60370 620.431 (Blocks) DATE EXPIRY DATE GRANT 27.09.96 26.09.17 HA 605 $9,450.10 27.09.96 $60,500 26.09.17 HA 90 30.12.97 $1,405.80 29.12.18 $10,000 21.01.98 20.01.19 21.01.98 20.01.19 03.07.98 02.07.19 310.099 $4,857.82 $31,100 03.07.98 02.07.19 Barrick Barrick Barrick Barrick Barrick Barrick Barrick Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic Plutonic HOLDER / APPLICANT REGISTERED M 52/590 M 52/593 M 52/654 M 52/657 M 52/658 M 52/670 M 52/671 M TENEMENT

120

PROSPECTUS

13 13 NOTES NOTES

ABORIGINAL HERITAGE SITES CLAIMS WC06/2 NATIVE NATIVE TITLE BONDS

dated 1 July 1997, further details of which are set out in Part II of this /DEALINGS

ENCUMBRANCES 30

EXPENDITURE SATISFACTIONOF application lodged.Due within days 60 of 02.07.10 No expenditure No lodgedlastfor tenementyear. exemption No application lodged.Due within days 60 of 02.07.10 CONDITIONSTO DATE ANNUAL MINIMUM EXPENDITURE

YEAR) $14,542.22 $93,100 (NEXTRENTAL ANNUALRENT

SIZE SIZE AREA 40 HA 40 930.678 (Blocks) DATE EXPIRY Freshwater Tenements Royalty Agreement between Horseshoe and Plutonic Gold Joint Venture Agreement between Barrick Plutonic, Plutonic Gold and Astro Resources NL 13 November thisSchedule. 1992, further details of which are set out in Part II of Prospecting Licence Exploration Licence Mining Lease Mining Lease Application AssetSale Agreement between the Company, Dampier Plutonic, Barrick Plutonic and Plutonic Gold dated 5 March2010. Joint Venture Agreement between Plutonic Gold, Great Central Mines NL and details further Plutonicof whichsetare out in Part Operationsthisof II Schedule. Thisagreement Limitedwasterminated on 13 (nowNovember 1992. Barrick Plutonic) dated 5 December 1991, Deed of Charge between Horseshoe and Rothschild Australia Limited dated 3 October 1997 securing Caveatslodged by Rothschild the Australia Limitedon 7.01.97, furtherdetails paymentwhichof are set out inPart ofII this Schedule. of moneys owed by Horseshoe to Supplemental Deed Agreement dated 6 November 1997 between Grange Resources NL, Rothschild Australia Limited, Barrick Mines Limited, BML Holdings Pty Bamine Ltd, Pty Ltd and Horseshoe, furtherdetails of whichare out set in Part ofII this Schedule. Schedule. lodgedCaveat by Horseshoe toprotect its royalty underrights Horseshoe the Royalty Agreement. Further details whichof are out set in Part ofII this Schedule. Rothschild AustraliaLimited, furtherdetails of whichare set outin Part of II thisSchedule. DATE GRANT 03.07.98 02.07.19 Barrick Plutonic HOLDER / APPLICANT REGISTERED M 52/672 M TENEMENT Horseshoe Royalty Agreement FreshwaterJVA FreshwaterDiamond JVA E E M MLA BarrickAsset Sale Agreement Key to TenementKey to Schedule P RothschildCharge RothschildCaveat SupplementalDeed Alltheof nativetitle claimslisted inthe Schedule havebeen accepted and enteredonthe Register of NativeTitle Claims. Please refer toPart of III thisReport for thestatus theof native title claims. Unlessotherwise indicated, capitalised terms have the same meaning to given theterm in the Prospectus. HorseshoeCaveat

121

PROSPECTUS

Plutonic Operations Limited (now Barrick Plutonic) . .

31 ) allowing ) Saipem toconduct waterbore drilling on mining leases 52/219, 52/231and Saipem

M52/305, M52/306, M52/368, M52/369and M52/370toprotect its royalty Underrights. the SupplementalDeed, Horseshoe must, on demand by Rothschild Australia Limited,direct that the royaltypaidbe orto, as directed by, Rothschild Australia Limited. The successor toRothschild Australia Limited has instructed theDepartment of Mines and Petroleum, by letter and applicationJune dated 24 2010,toremove theSupplemental as Deed a dealing against these Tenements. such, As understandwe Horseshoe that is now entitledto theroyalty. 52/258. beenrectified. acquired rights to these mining lease applications pursuant to a Deed of Sale dated 15 December 1998 relating to the Marymia Project. Under the terms of the Asset Sale holders must Agreement, holdthethetenement (once granted)on trust Barrickfor Plutonic until they be can transferred into its name. Petroleum,by letterand application dated 24 June 2010, toremove the SupplementalDeed, Rothschild Charge and Rothschild Caveatas dealings against theseTenements. accessover the Tenementfor thepurpose of constructing a pipeline, whichis now complete. The agreement imposes restrictions on conducting explorationactivities toprotect the pipeline. this. further details further of whichsetare out in Part thisof II Schedule. detailswhichof are set out in Part ofII this Schedule.The agreement may also apply toE52/2072, M 52/365,M 52/366 and 52/478. M Further historical searches are required todetermine 13. ThisTenement is a Plutonic Tenement as defined in theBarrick AssetSale Agreement and is subject to theVendors’ retained rights under agreement. that 12. The mining lease applications for M52/697 and M52/740 are in the name of CO2 Group Limited and Resolute Resources Limited 11. Tenements These are subject tomining lease applications and shall remain in force untilthose applications determined.are References tonumbers in the “Notes” columnrefer tothe notesfollowing this table. 9. ThisTenement is subject toa pipeline easement and access agreement between Goldfields Gas Transmission Pty and Ltd Resolute Resources Limiteddated 30 November1995 allowing 10 ThisTenement is subject to the SupplementalDeed, Rothschild Charge and Rothschild Caveat. The successor toRothschild Australia Limitedhas instructed theDepartment of Mines and Notes: Notes: 1. ThisTenement is subject toa royalty payable toHorseshoe under theHorseshoe Royalty Agreement. Horseshoe has registered caveatsover Tenements M 52/281,M52/285, M52/299, 5. 6. area The of thismining lease application will drop as a to2.4HA of result the ofgrant mining leases 52/1220-1224. 7. ThisTenement is subject toa BoreholeAgreement pursuant to whichDavid John Roachowns borehole WB2 near Bulgara Creek. 8a. ThisTenement is subject toan Exploration and Prospecting Agreement with theGingirana NativeGroup,Title further details of whichsetare inoutPart thisof II Schedule. ThisTenement encroachesupon the Marymia Station pastoral andlease is subject tothe Battle MountainCompensation Agreement withDavid JohnRoach and June Regina Roach, 8b. ThisTenement encroachesupon the Marymia Station pastoral andlease is subject tothe ResoluteCompensation Agreement David with John Roach and June ReginaRoach, further 4. ThisTenement is subject toa Water Exploration Agreement withSaipem AustraliaPty Limited ( 2. 3. ThisTenement wassubject to theFreshwater JVA, whichterminated on 13 November1992. This Tenement is now subject totheFreshwater Diamond JVA. caveat A inthe nameGoldminexof wasregistered against this Tenement. This is an erroron theregister, and thecaveat should instead inbe thename of Horseshoe. Thiserror hasnow

122 PROSPECTUS

P A R T I I - MATERIAL CONTRACT SUMMARIES

1. BARRICK ASSET SALE AGREEMENT

The Barrick Asset Sale Agreement contains the following material terms relevant to this Report.

(a) (Environmental Bonds and Charge): the Vendors must maintain the environmental bonds lodged with the Department of Mines and Petroleum in relation to the Tenements (Environmental Bonds) until they are replaced by Dampier Plutonic in accordance with the Asset Sale Agreement, as summarised in Section 12.1 of the Prospectus. On completion of the Asset Sale Agreement, Dampier Plutonic must execute a fixed charge over the Tenements in favour of the Vendors securing its obligation to replace the Environmental Bonds.

(b) (Retained Rights over Plutonic Tenements): the Vendors retain the right to:

(i) explore for and mine, by underground mining methods, gold and silver (and other minerals occurring in conjunction with gold or silver bearing ore that cannot be economically recovered without recovery of gold or silver) (Gold) in respect of mineral deposits located at or below RL 265m within mining leases 52/253, 52/395, 52/590, 52/670, 52/671 and 52/672 (the Plutonic Tenements); and

(ii) undertake surface works and sub-surface works on the Plutonic Tenements to establish and operate an underground mine (together the Retained Rights).

(c) (Dampier Plutonic Royalty) the Vendors must pay Dampier Plutonic a production royalty of 1% in respect of any Gold produced by the Vendors from ore mined from the Plutonic Tenements through the exercise of the Retained Rights and otherwise on the same terms as the Barrick Royalty as summarised further below.

(d) (Relinquishment of Plutonic Tenements): From completion, Dampier Plutonic must not relinquish, or fail to renew or extend the term of any Plutonic Tenement without first offering to transfer that Plutonic Tenement to Plutonic Gold for no consideration other than the release of Dampier Plutonic from liability relating to the Plutonic Tenement. If Plutonic Gold accepts such an offer, it will continue to be obliged to pay Dampier Plutonic a production royalty in respect of any Gold produced by the Vendors from ore mined from the Plutonic Tenements through the exercise of the Retained Rights and otherwise on the same terms as the Barrick Royalty as summarised below.

(e) (Assignment and First Right of Refusal): From completion, if Dampier Plutonic proposes to assign, sell or otherwise transfer any or all of its interest in the Plutonic Tenements to a third party, it must first offer the Vendors the right to acquire the Plutonic Tenements upon the same terms and conditions as being offered by the third party.

(f) (Restriction on Encumbrances): Dampier Plutonic may not grant an encumbrance over all or any part of the Plutonic Tenements unless it is a mortgage, charge or other recognized form of security used to secure moneys borrowed for the purpose of conducting activities on the Plutonic Tenements and provided the person taking the encumbrance executes a deed agreeing to give the Vendors priority in respect of their charge and the Retained Rights.

123 PROSPECTUS

(g) (Change of control): Dampier Plutonic must not enter into any agreement, arrangement or understanding or otherwise permit any action to be taken which would result in a change of control of Dampier Plutonic without first notifying Plutonic Gold, which will have the right to acquire Dampier Plutonic’s interest in the Plutonic Tenements (having regard to the Retained Rights) at a fair market value. A change of control is defined to mean:

(i) the acquisition by any person with their associates of a relevant interest in more than 50% of the issued capital of Dampier Plutonic;

(ii) any person with their associates becomes entitled to direct the management or policies of Dampier Plutonic; or

(iii) any person with their associates becomes entitled to sufficient shares in Dampier Plutonic to give it or them, in general meeting, the ability to replace all or a majority of the board (Change in Control).

A change in control of the Company will not trigger a change in control of Dampier Plutonic but only so long as the Company is publicly listed.

2. BARRICK ROYALTY AGREEMENT

The Asset Sale Agreement provides that, at completion, the parties must enter into a royalty agreement under which Dampier Plutonic must pay the Vendors a royalty in respect of gold produced from the Tenements (Barrick Royalty Agreement). The material terms of the Barrick Royalty Agreement are as follows.

(a) (Commencement of royalty): The royalty shall be calculated from the date on which Dampier Plutonic’s reconciled gold production from the Tenements has exceeded 50,000 ounces.

(b) (Royalty Payable): The royalty payable will be:

(i) a gross revenue royalty in respect of ore (being gold bearing material from the Tenements and including beneficiated ore) sold to the Vendors under an ore purchase agreement, being:

(A) 0.25% of the Gross Proceeds (being, in respect of an expired quarter, the total amounts actually received by Dampier Plutonic from the Vendors in respect of the sale of ore under the ore purchase agreement) where the gold price (as defined) is between $601-$700;

(B) 0.50% of the Gross Proceeds where the gold price is between $701- $800;

(C) 0.75% of the Gross Proceeds where the gold price is between $801- $900;

(D) 1% of the Gross Proceeds where the gold price is greater than $900, and

(ii) a net smelter return royalty in respect of gold produced and sold or otherwise disposed of by Dampier Plutonic from the Tenements by any means other than an ore purchase agreement with the Vendors, being:

33

124 PROSPECTUS

(A) 0.25% of the Net Smelter Return (as defined) where the gold price is between $601-$700;

(B) 0.50% of the Net Smelter Return where the gold price is between $701-$800;

(C) 0.75% of the Net Smelter Return where the gold price is between $801-$900;

(D) 1% of the Net Smelter Return where the gold price is greater than $900.

No royalty is payable where the gold price is $600 or less.

(c) (Mining Mortgage): Dampier Plutonic must execute a mining mortgage over the Tenements to secure the performance of its obligations under the Barrick Royalty Agreement (Mining Mortgage). The Mining Mortgage will be first ranking provided that the security of a project financier in relation to development or operation of a mine on the Tenements may take priority in certain circumstances.

(d) (Assignment or Dealing): Dampier Plutonic requires the Vendors’ consent (not to be unreasonably withheld in certain circumstances) to assign or otherwise deal with its interest in the Tenements (other than a compulsory relinquishment in accordance with the Mining Act or in accordance with the Barrick Royalty Agreement as summarised below). An assignee must execute a deed of covenant agreeing to be bound by the Barrick Royalty Agreement and provide a replacement Mining Mortgage in respect of its assumed royalty obligations.

(e) (Encumbrances): Dampier Plutonic must not encumber its interest in the Tenements except in compliance with the terms of the Mining Mortgage.

(f) (Change in Control): Dampier Plutonic requires the Vendors’ consent (not to be unreasonably withheld in certain circumstances) before entering into any agreement or arrangements which would result in a Change of Control of Dampier Plutonic.

(g) (Relinquishment of Tenements): Dampier Plutonic must not relinquish, or fail to renew or extend the term of any Tenement without first offering to transfer that Tenement to Plutonic Gold for no consideration other than the release of Dampier Plutonic from liability relating to the Tenement.

3. HORSESHOE ROYALTY

On 16 July 1991 Plutonic Gold acquired tenement E52/252 from Horseshoe Gold Mine Pty Ltd (Horseshoe). Horseshoe retained a net profit interest royalty in tenement E52/252. Tenement E52/252 was subsequently converted into mining tenements including M52/277-281, M52/285, M52/299, M52/305, M52/306 and M52/368-370 (Freshwater Tenements).

On 1 July 1997, Plutonic Gold and Horseshoe entered into the Freshwater Tenements Royalty Agreement (Horseshoe Royalty Agreement) that replaced Horseshoe’s net profit interest in the Freshwater Tenements with a royalty on all ore produced from the Freshwater Tenements which is processed at any treatment plant after 1 November 1996 (Horseshoe Royalty).

34

125 PROSPECTUS

The applicable rate of the Horseshoe Royalty varies depending on the characteristics of the ore and the method by which the ore is recovered (open pit or underground) and ranges from nil to approximately AUD$15 per tonne of ore.

Under the Horseshoe Royalty Agreement:

(a) Horseshoe may assign rights under to the Horseshoe Royalty to Grange Resources NL (or any of its related bodies corporate) (Grange) without Plutonic Gold’s consent;

(b) Plutonic Gold has a first right of refusal in respect of any bona fide third party offer to acquire Horseshoe’s rights under the Horseshoe Royalty;

(c) Plutonic Gold must not surrender any part of a Freshwater Tenement (other than for a replacement tenement) without first offering to transfer that part of the Freshwater Tenement to Horseshoe for nominal consideration or allow Horseshoe to apply for a new tenement over the area proposed to be surrendered;

(d) Plutonic Gold may not assign its interest under the Horseshoe Royalty Agreement or in the Freshwater Tenements unless the assignee executes a deed covenanting to be bound by the Horseshoe Royalty Agreement; and

(e) Plutonic Gold may not create any mortgage, charge or other encumbrance over the Freshwater Tenements unless the holder of the security enters into a deed agreeing to be bound by the Horseshoe Royalty Agreement.

The Horseshoe Royalty Agreement is registered as a dealing against the Freshwater Tenements.

On 23 December 1997, caveats were lodged by Horseshoe against the Freshwater Tenements in respect of its interest in the Horseshoe Royalty Agreement. As at the date of our searches, these caveats continued to be registered against the Freshwater Tenements (other than M52/277-280). The Company has advised that it is in the process of obtaining the consent of Horseshoe to the transfer the Freshwater Tenements to the Company.

Completion of the Asset Sale Agreement is conditional upon Plutonic Gold, Dampier Plutonic and Horseshoe entering into a deed of assignment and assumption under which Dampier Plutonic will assume Plutonic Gold’s obligation to pay the Horseshoe Royalty under the Horseshoe Royalty Agreement. The Company has advised that it is in the process of negotiating this deed with Horseshoe.

For the Vendors under the Asset Sale Agreement to assign their interests in the Horseshoe Royalty Agreement and the Freshwater Tenements to Dampier Plutonic, the Vendors will also need to execute a deed agreeing to be bound by the Horseshoe Royalty Agreement in respect of the charge and mining mortgage to be granted under the Asset Sale Agreement.

4. ROTHSCHILD CHARGE AND CAVEATS IN RESPECT OF FRESHWATER TENEMENTS

On 3 October 1997, Horseshoe entered into a charge in favour of Rothschild Australia Limited (RAL) under which Horseshoe’s interest in the Horseshoe Royalty Agreement was charged (together with other assets of Horseshoe) to secure the payment of money advanced by RAL under a Facility Agreement dated 3 October 1997 (Rothschild Charge).

35

126 PROSPECTUS

By a supplemental deed dated 4 November 1997 between RAL, Grange Resources NL, Barrick Mines Limited, BML Holdings Pty Ltd, Bamine Pty Ltd and Horseshoe (Supplemental Deed), the Facility Agreement and Rothschild Charge were amended such that:

(a) the Rothschild Charge no longer applies to the Horseshoe Royalty Agreement; and

(b) Horseshoe has agreed that, on demand by RAL, Horseshoe will direct Plutonic Gold to pay the Horseshoe Royalty to, or as directed by, RAL.

On 7 November 2007:

(a) the Supplemental Deed and the Rothschild Charge were registered against the Freshwater Tenements; and

(b) caveats were lodged by RAL against the Freshwater Tenements to protect their interests under the Supplemental Deed (Rothschild Caveats).

The successor to Rothschild has Australia Limited has advised that the Rothschild Charge and Supplemental Deed are no longer in effect and so has instructed the Department of Mines and Petroleum, by letter and application dated 24 June 2010, to remove the Rothschild Charge and Supplemental Deed as dealings against the Freshwater Tenements and to remove the Rothschild Caveat from these tenements. As such, these agreements and caveat can be disregarded.

5. FRESHWATER JVA AND DIAMOND JVA

On 5 December 1991, Great Central Mines NL (GCM), Plutonic Gold and Barrick Plutonic entered into the Freshwater Joint Venture Agreement to govern the terms of a joint venture (49% held by GCM, 51% held by Plutonic Gold) for the exploration development and mining of the Freshwater Tenements (Freshwater JVA). The Freshwater JVA is registered as a dealing against these tenements.

On 13 November 1992, GCM sold Plutonic Gold its 49% interest in the Freshwater Tenements (resulting in the termination of the Freshwater JVA) but as part of the sale agreement established a joint venture with Plutonic Gold to explore and mine for diamonds on the Freshwater Tenements, with GCM holding a 49% interest and Plutonic Gold a 51% interest (Freshwater Diamond JVA). The Freshwater Diamond JVA is not registered as a dealing against the Freshwater Tenements.

On 17 June 1996, GCM sold its 49% interest under the Freshwater Diamond JVA to Astro Mining NL (now Astro Resources NL) under the terms of a deed of assignment agreed to by Plutonic Gold.

The material terms of the Freshwater Diamond JVA are:

(a) either party may propose a programme and budget for diamond exploration on a Freshwater Tenement. If agreed, the work will be carried out by Plutonic Gold unless it holds less than a 50% joint venture interest, in which case the costs are to be shared according to the parties’ joint venture interests. If the parties are unable to agree, the proposing party may carry out a programme at its own cost and the other party becomes a non-contributing party in respect of that programme and budget;

(b) until such time as a party has contributed $500,000 towards exploration expenditure, a party that becomes a non-contributing party will be diluted

36

127 PROSPECTUS

at the rate of 10% per $100,000. Once a party has contributed $500,000 towards exploration expenditure, it will, on becoming a non-contributing party, be diluted in proportion to its contribution towards total exploration expenditure (unless it elects to be subject to the 10% dilution method);

(c) Plutonic Gold must first offer to Astro any Freshwater Tenement that it wishes to relinquish, with the consideration being payment of costs and stamp duty by Astro;

(d) Plutonic Gold must not act unreasonably in its enjoyment of the Freshwater Tenements so as to deny the diamond joint venture opportunities to carry out exploration work;

(e) any decision to mine for diamonds must be notified to Plutonic Gold which then has 60 days to notify whether it does not consent to the mining because of conflict with its own gold mining intentions. If consent is not given, and agreement cannot be reached despite good faith negotiations, the dispute will be referred to arbitration under the Commercial Arbitration Act 1984 (Vic);

(f) before proceeding to diamond mining, the joint venture parties must negotiate a mining joint venture agreement, which shall be based on the Plutonic Project Joint Venture Agreement dated 14 September 1989. If terms cannot be reached, the dispute will be referred to arbitration under the Commercial Arbitration Act 1984 (Vic); and

(g) a party requires the prior consent of the other party to assign its rights under the Freshwater Diamond JVA.

Completion of the Asset Sale Agreement is conditional upon Barrick Plutonic, Dampier Plutonic and Astro entering into a deed of assignment and assumption pursuant to which Dampier Plutonic will assume Plutonic Gold’s obligations under the Freshwater Diamond JVA. The Vendors will also require the consent of Astro Resources NL to assign their interest in the Freshwater Diamond JVA to Dampier Plutonic.

The Company has provided us with a deed of assignment and assumption executed by Astro consenting to the transfer of the Freshwater Tenements, and the assignment of the Freshwater Diamond JVA, to Dampier Plutonic.

6. MARYMIA PASTORAL LEASE - BATTLE MOUNTAIN COMPENSATION AGREEMENT

On 23 December 1993, Battle Mountain (Australia) Inc (Battle Mountain) entered into a Compensation Agreement with David John Roach and June Regina Roach (the Roachs) relating to Marymia Station (pastoral lease 3114/1124) (Marymia Pastoral Lease) on behalf of the Plutonic Bore joint venturers (Battle Mountain Compensation Agreement).

Tenements M52/217-220, M52/226-230, M52/259, M52/322, M52/323 and M 52/396 encroach upon the Marymia Pastoral Lease. These tenements, and the rights and obligations under the Battle Mountain Compensation Agreement, have subsequently been transferred by the Plutonic Bore joint venturers to Barrick Plutonic under the terms of a sale agreement dated 15 December 1998.

Under the terms of the Battle Mountain Compensation Agreement:

(a) Barrick Plutonic must pay the Roachs $20,000 per annum from 1 January 1994 (increased annually by Perth CPI) as compensation for loss or damage suffered as a result of mining activities on certain areas of the Marymia Pastoral Lease

37

128 PROSPECTUS

that overlap the tenements until such time as Barrick Plutonic ceases to have a presence on the tenements;

(b) Barrick Plutonic can assign its interests under the Battle Mountain Compensation Agreement provided the assignee executes an agreement with the Roachs agreeing to be bound by the Battle Mountain Compensation Agreement; and

(c) Barrick Plutonic must comply with certain rehabilitation obligations under an undated variation to the Battle Mountain Compensation Agreement.

Completion of the Asset Sale Agreement is conditional upon Barrick Plutonic, Dampier Plutonic and the Roachs entering into a deed of assignment and assumption under which Dampier Plutonic will assume Barrick Plutonic’s obligations under the Battle Mountain Compensation Agreement. The Company has advised that it is in the process of securing the execution of this deed by the Roaches.

7. MARYMIA PASTORAL LEASE – RESOLUTE COMPENSATION AGREEMENT

On 8 June 1995, Resolute Resources Limited (Resolute) entered into a Compensation Agreement with the Roachs relating to Marymia Pastoral Lease on behalf of the Marymia Gold Project joint venturers (Resolute Compensation Agreement).

Tenements M52/183, M52/233, M 52/234, M52/235, M52/269, M52/270, M52/555 (and possibly E52/2072, M52/365, M52/366 and M52/478) encroach upon the Marymia Pastoral Lease. These tenements, and the rights and obligations under the Resolute Compensation Agreement, have subsequently been transferred by the Marymia Gold Project joint venturers to Barrick Plutonic under the terms of a sale agreement dated 15 December 1998.

Under the terms of the Resolute Compensation Agreement:

(a) Barrick Plutonic must pay the Roachs $25,000 per annum from 1 January 1994 (increased annually by Perth CPI) as compensation for loss or damage suffered as a result of mining activities on certain areas of the Marymia Pastoral Lease that overlap the tenements until such time as Barrick Plutonic ceases to have a presence on the tenements; and

(b) Barrick Plutonic can assign its interests under the Resolute Compensation Agreement provided the assignee executes an agreement with the Roachs agreeing to be bound by the Resolute Compensation Agreement; and

(c) Barrick Plutonic must provide permanent cattle watering troughs near new mine sites.

Completion of the Asset Sale Agreement is conditional upon Barrick Plutonic, Dampier Plutonic and the Roachs entering into a deed of assignment and assumption under which Dampier Plutonic will assume Barrick Plutonic’s obligations under the Resolute Compensation Agreement. The Company has advised that it is in the process of securing the execution of this deed by the Roaches.

8. MARYMIA PASTORAL LEASE - OTHER

Mr Roach is also a party to an agreement in relation to Borehole WB2 with Resolute under which Mr Roach is assigned ownership of the bore in return for Resolute having certain access rights. Resolute’s rights under this agreement were assigned to Barrick Plutonic under the terms of a sale agreement dated 15 December 1998. Dampier

38

129 PROSPECTUS

Plutonic may seek to enter into a deed of assignment and assumption in relation to this agreement.

9. NATIVE TITLE AGREEMENTS – GINGIRANA CLAIM

In 2008, two Exploration and Prospecting Agreements between the Gingirana Native Title Claim Group and Barrick Plutonic were prepared in relation to the applications for tenements E52/2071-2072 and P52/1220-1224 (these tenements were subsequently granted) (Native Title Agreements).

These Native Title Agreements recognise that there may be Aboriginal sites and objects of significance to the Gingirana Native Title Group on these tenements and provide for the conduct of ethnographic and/or archaeological surveys and monitoring in the areas over which the relevant tenements have been granted to assist in avoiding damage, disturbance and interference with Aboriginal sites and objects. Under the terms of the Native Title Agreements, Barrick Plutonic has agreed not to conduct uranium exploration in these areas.

We have been instructed by the Company that these Native Title Agreements were executed by Barrick Plutonic and sent to the native title party for execution, but have not subsequently been returned.

Barrick Plutonic may assign its rights under the Native Title Agreements provided that it provides the Gingirana Native Title Claim Group with at least 28 days prior notice of Dampier’s name, executes a deed of assumption by which Dampier assumes the obligations of Barrick Plutonic under the Native Titles Agreements and provides evidence of such assumption to the Gingirana Native Title Claim Group. The consent or execution of any deed by the Gingirana Native Title Claim Group is not required.

The Company has advised us that it has sent a notice of the proposed transfer of the Native Title Tenements as required by the agreements and that it will enter into a deed of assumption prior to completion of the Asset Sale Agreement.

39

130 PROSPECTUS

P A R T I I I

STATUS OF NATIVE TITLE CLAIMS

TRIBUNAL FEDERAL COURT APPLICATION REGISTERED STATUS NUMBER NUMBER NAME

WC06/2 WAD6002/03 Billy Atkins, 13/04/2006 Active Miriam Atkins, Slim Williams, Anthony Charles, Kate George and Stan Hill and the State of Western Australia and others (Gingirana)

Active WC99/46 WAD6132/98 Evelyn Gilla, 12/06/2000 William Shay, Winifred Gentle & Ors on behalf of the Yugunga- Nya People v State of Western Australia & Others (Yugunga-Nya People)

40

131 PROSPECTUS

11. RISK FACTORS

11.1 Introduction An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares. The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

11.2 Failure to Satisfy Expenditure Commitments Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in the Tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. The minimum annual expenditure commitments have not been met in respect of a significant number of the Tenements, details of which are set out in the Solicitor’s Report on Tenements in Section 10 of this Prospectus. Although exemption applications have been lodged and are pending in relation to these Tenements (or will be lodged within the required time), should these exemptions fail to be granted, the failure to meet the expenditure requirements may result in the forfeiture of the relevant Tenements. If only the minimum subscription is raised under the Offer, the Company is of the view that it will not have sufficient funds to meet the minimum expenditure commitments for some of the Tenements in its second year post listing. Unless the Company obtains exemptions in relation to this expenditure, or raises additional funding by other means, or enters into farm outs or joint ventures in relation to these Tenements, the Company may be required to relinquish or forfeit all or part of these Tenements. If required, the Company will review its exploration program at the end of its first year in relation to identifying any Tenements that can be relinquished. The Company does not consider its objectives as set out in Section 4.4 of this Prospectus will be adversely affected by any such relinquishment.

11.3 Environmental Bonds The Tenements are subject to substantial unconditional performance bonds (approximately $5.17 million) to cover the anticipated cost of rehabilitation of historical mining on the Tenements. While the Company will have sufficient funds, on completion of the Offer, to replace these bonds as required by the Asset Sale Agreement, the bonds may be increased in the future, either in relation to historical mining or new mining activities, which the Company would need to fund. In addition, while the Company considers actual rehabilitation costs will be substantially lower than the current bond amounts, there can be no assurance given that actual rehabilitation costs may need to be incurred in excess of the amount of the bonds.

11.4 Taxation Risk Any change in the Company’s tax status or the tax applicable to holding Shares or in taxation legislation or its interpretation, could affect the value of the investments held by the Company, affect the Company’s ability to provide returns to Shareholders and/or alter the post–tax returns to Shareholders.

11.5 Barrick Ore Purchase Agreement In the event that the Company enters into an Ore Purchase Agreement, the acceptance of any or all ore delivered under this agreement will be subject to the availability of the processing facility and the ore meeting certain predefined specifications, including a minimum volume above a minimum cut-off grade. If the Company is unable to meet these specifications, it may not be able to process its ore at the Barrick facilities, and would need to arrange alternative processing arrangements for its ore. There is no assurance that the Company and Barrick will successfully negotiate the terms of an Ore Purchase Agreement. If the Company is unable to negotiate an Ore Purchase Agreement, it will need to incur additional expenditure to process any ore from the Tenements. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to Shareholders.

11.6 Additional Requirements for Capital The funds raised under the Offer are considered sufficient to meet the exploration and evaluation objectives of the Company although if only the minimum subscription is raised the Company may not be able to meet the minimum expenditure requirements on some of the Tenements. Additional funding may be required in the event exploration costs exceed the Company’s estimates.

132 PROSPECTUS

And to effectively implement its business and operations plans in the future, to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur, additional financing will be required. The Company may seek to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Failure to obtain sufficient financing for the Company’s activities and future projects may result in delay and indefinite postponement of exploration, development or production on the Company’s properties or even loss of a property interest. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company and might involve substantial dilution to Shareholders. Further, the Company, in the ordinary course of its operations and developments, is required to issue financial assurances, particularly insurances and bond/bank guarantee instruments to secure statutory and environmental performance undertakings and commercial arrangements. The Company’s ability to provide such assurances is subject to external financial and credit market assessment, and its own financial position. Loan agreements and other financing rearrangements such as debt facilities, convertible note issue and finance leases (and any related guarantee and security) that may be entered into by the Company may contain covenants, undertakings and other provisions which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance that the Company would be able to repay such loans in the event of an acceleration. Enforcement of any security granted by the Company or default under a finance lease could also result in the loss of assets.

11.7 Resource Estimates Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

11.8 Title Risk Although the Company has investigated title to all of its Tenements (as detailed in the Tenement Report), the Company cannot give any assurance that title to such Tenements will not be challenged or impugned. The Tenements may be subject to prior unregistered agreements or transfers or title may be affected by undetected defects or native title claims.

11.9 Aboriginal Heritage Archaeological and ethnographic surveys in the Tenements have identified a number of sites of significance which have been registered with the Department of Indigenous Affairs. Approvals are required if these sites will be impacted by exploration or mining activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

11.10 Subsidiary Risk The Tenements and related assets will be held by Dampier’s wholly owned subsidiary Dampier Plutonic. The Company’s rights to participate in a distribution of Dampier Plutonic’s assets in the event of liquidation, re-organisation or insolvency is generally subject to prior claims of Dampier Plutonic’s creditors, including any trade creditors and preferred shareholders.

11.11 Exploration Success The Tenements are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the Tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Tenements, a reduction in the cash reserves of the Company and possible relinquishment of the Tenements.

133 PROSPECTUS

The exploration costs of the Company described in the Independent Geologist’s Report are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

11.12 Development and Production Risks The development and operation of any mine by the Company within the Tenements may be affected by various factors, including failure to achieve predicted grades in exploration and mining; failure to obtain or maintain any necessary regulatory approvals, operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment. Having been incorporated on 28 January 2010, the Company does not have any operating history, although it should be noted that the Directors and management have between them significant operational experience. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its Tenements. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

11.13 Commodity Price Volatility and Exchange Rate Risks If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

11.14 Environmental Risks The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Priority Flora species have been reported from prior biological surveys of the Tenements. The presence of Mulgara (a small marsupial mouse) has also been recorded in the Tenements. One species of Mulgara is listed as Vulnerable under the Environmental Protection and Biodiversity Conservation Act 1999 (Cth) and may exist on the Tenements. While the Company does not expect, from the information available, that these factors will impact on its ability to carry out its operations, there is always the possibility that there could be an adverse impact. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licences. Significant liabilities could be imposed on the Company for damages, clean up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations. The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive. Approvals are required for land clearing and for ground disturbing activities. Delays in obtaining such approvals can result in the delay to anticipated exploration programmes or mining activities.

11.15 Fibrous Minerals at Marwest The former Marwest open pit has been identified as containing actinolite and tremolite fibrous minerals within the transitional and primary zones. The Directors will implement adequate procedures to work within this area. It is the Company’s intention to conduct its activities to the highest standard of health and safety obligation, including compliance with all relevant laws.

134 PROSPECTUS

11.16 Native Title The Tenements extend over areas in which legitimate common law native title rights of indigenous Australians exist. The ability of the Company to gain access to its Tenements and to conduct exploration, development and mining operations remains subject to native title rights and the terms of registered native title agreements. The Directors will closely monitor the potential effect of native title claims involving tenements in which the Company has or may have an interest.

11.17 Reliance on Key Management The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

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

11.19 Competition Risk The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s projects and business.

11.20 Economic Risks General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities. Further, share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as: (a) general economic outlook; (b) interest rates and inflation rates; (c) currency fluctuations; (d) changes in investor sentiment toward particular market sectors; (e) the demand for, and supply of, capital; and (f) terrorism or other hostilities.

11.21 Market Conditions The market price of the Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration 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.

11.22 Regulatory Risk The Company’s mining operations and exploration and development activities are subject to extensive laws and regulations relating to numerous matters including resource licence consent, conditions including environmental compliance and rehabilitation, taxation, employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of endangered and protected species and other matters. The Company requires permits from regulatory authorities to authorise the Company’s operations. These permits relate to exploration, development, production and rehabilitation activities.

135 PROSPECTUS

Obtaining necessary permits can be a time consuming process and there is a risk that Company will not obtain these permits on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could materially delay or restrict the Company from proceeding with the development of a project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in material fines, penalties or other liabilities. In extreme cases, failure could result in suspension of the Company’s activities or forfeiture of one or more of the Tenements.

11.23 Currently No Market There is currently no public market for the Company’s Shares, the price of its Shares is subject to uncertainty and there can be no assurance that an active market for the Company’s Shares will develop or continue after the Offer. The price at which the Company’s Shares trade on ASX after listing may be higher or lower than the Offer Price and could be subject to fluctuations in response to variations in operating performance and general operations and business risk, as well as external operating factors over which the Directors and the Company have no control, such as movements in gold prices and exchange rates, changes to government policy, legislation or regulation and other events or factors. There can be no guarantee that an active market in the Company’s Shares will develop or that the price of the Shares will increase. There may be relatively few or many potential buyers or sellers of the Shares on ASX at any given time. This may increase the volatility of the market price of the Shares. It may also affect the prevailing market price at which Shareholders are able to sell their Shares. This may result in Shareholders receiving a market price for their Shares that is above or below the price that Shareholders paid.

11.24 General Resource Sector Risk In common with other entities undertaking business in the natural resources sector, certain risks are substantially outside the control of the Company. These risks include abnormal stoppages in production or delivery due to factors such as industrial disruption, major equipment failure, accident, power failure or supply disruption, unforeseen adverse geological or mining conditions and/or changes to predicted ore or mineral quality, the state of supply and demand for gold in Australia and overseas markets and the effect of the gold price, changes in government regulations (including environmental regulations) and government imposts such as royalties, rail freight charges and taxes and risks to land titles, mining titles and the use thereof as a result of native title claim.

11.25 Force Majeure The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

11.26 Litigation Risks The Company is exposed to possible litigation risks including native title claims, tenure disputes, environmental claims, occupational health and safety claims and employee claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position. The Company is not currently engaged in any litigation.

11.27 Investment Speculative The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities. Potential investors should consider that an investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

136 PROSPECTUS

12. MATERIAL CONTRACTS

12.1 Barrick Asset Sale Agreement On 5 March 2010, the Company and its wholly owned subsidiary, Dampier Plutonic, entered into an asset sale agreement with Barrick Plutonic and its wholly owned subsidiary, Plutonic Gold, under which Plutonic Gold and Barrick Plutonic (together the Vendors) agreed to sell their interests in certain Western Australian mining tenement (Tenements) and associated assets to Dampier Plutonic (Asset Sale Agreement). The material terms and conditions of the Asset Sale Agreement are as follows. Further details are provided in the Solicitor’s Report on Tenements. (a) (Deposit): Dampier Plutonic has paid Plutonic Gold a deposit of $250,000. The deposit is refundable in the event completion does not occur due to failure to satisfy or waive the completion conditions below; (b) (Completion conditions): Completion of the Asset Sale Agreement (Completion) is subject to and conditional upon: (i) completion by the Company of an equity capital raising of at least $6,000,000 by way of an initial public offering; (ii) ASX granting conditional approval to the Company to be admitted to the Official List on conditions satisfactory to the Company; (iii) the Company obtaining all shareholder approvals required to complete the transaction, including the issue of the Consideration Shares and Consideration Options to the Vendors. These approvals were obtained at a shareholders meeting held on 28 June 2010; (iv) the parties obtaining all necessary governmental consents and approvals to the transaction; and (v) Dampier Plutonic, Plutonic Gold, the Vendors and each relevant third party entering into a deed of assignment and assumption in relation to a number of ancillary agreements (if required prior to completion under the terms of the ancillary agreements). If the conditions set out in clause 12.1(b) above are not satisfied by 13 August 2010 (or such later date as agreed by the parties) then the parties will negotiate to overcome the delay or agree an equitable alternative to the satisfaction of the relevant conditions. If the parties are unable to reach an agreement within five Business Days, the Asset Sale Agreement may be terminated. The Company and Barrick Plutonic are well advanced towards satisfying the Completion conditions. An extension to the end date will be required if completion of the Offer is delayed beyond 13 August 2010. If an extension is not granted, the Offer (which is conditional on the Asset Sale Agreement becoming unconditional) will not be completed. (c) (Consideration): On Completion: (i) Dampier Plutonic must pay the Vendors a total of $800,000 (less the deposit and plus an adjustment for any rents, rates and taxes relating to the Tenements paid by Barrick Plutonic for the period after Completion); (ii) the Company must issue the Vendors with that number of Shares equal to the number calculated by dividing $1,700,000 by the issue price of the Shares under this Offer (being 3,400,000 Shares at a deemed issue price of $0.50 each) (Consideration Shares) and must apply for those Consideration Shares to be listed on the ASX; (iii) the Company must issue the Vendors with a total of 10,000,000 unlisted Options with an exercise price of $0.50 each comprising: (A) 5,000,000 Options with an expiry date of 31 October 2011 (Tranche 1 Consideration Options); and (B) 5,000,000 Options with an expiry date of 31 December 2011 (Tranche 2 Consideration Options) (together the Consideration Options); and (iv) the parties must execute the Royalty Agreement (details of which are set out in Section 12.2 below) and Dampier Plutonic must execute a mining mortgage over the Tenements in favour of Plutonic Gold securing the repayment of the royalty under the Royalty Agreement. (d) (Liabilities): With the exception of the rehabilitation obligations (discussed in paragraph 12.1(e) below) and the adjustment referred to in paragraph 12.1(f)(i) below, Dampier Plutonic will be liable for all liabilities relating to the Tenements and associated assets accruing after Completion, and indemnifies the Vendors against all such liabilities. (e) (Rehabilitation Liabilities): Dampier Plutonic will be liable to satisfy all obligations to reclaim, restore or rehabilitate the land the subject of the Tenements, including all rehabilitation obligations arising before Completion. Dampier Plutonic indemnifies Plutonic Gold against all rehabilitation obligations and related claims.

137 PROSPECTUS

(f) (Environmental Bonds and Charge): the Vendors must maintain the environmental bonds lodged with the Department of Mines and Petroleum in relation to the Tenements (Environmental Bonds) until they are replaced by Dampier Plutonic. The Environmental Bonds currently total $5,177,000. The Environmental Bonds must be replaced as follows: (i) if Dampier Plutonic submits a work approval for mining activities during the 12-months following Completion, it must lodge replacement Environmental Bonds. If the Environmental Bonds are not so replaced, they must be replaced as follows: (A) $2 million worth of replacement securities must be lodged on the date that is 12 months from Completion; (B) $1 million worth of replacement securities must be lodged upon the earlier of exercise or expiry of the Tranche 1 Consideration Options; (C) $1 million worth of replacement securities must be lodged upon the earlier of exercise or expiry of the Tranche 2 Consideration Options; (D) $1.18 million worth of replacement securities must be lodged on the earlier of the exercise of the Director’s Options and 31 December 2011; and (E) any other outstanding Environmental Bonds must be replaced on 31 December 2011. (ii) if the Consideration Options are exercised before the Environmental Bonds are replaced in full, the funds received by the Company must be quarantined for the sole purpose of replacing the Environmental Bonds; and (iii) Dampier Plutonic must not lodge any stamped instruments of transfer in relation to the Tenements without the corresponding replacement Environmental Bonds. On Completion of the Asset Sale Agreement, Dampier Plutonic must execute a fixed charge over the Tenements in favour of the Vendors securing its obligation to replace the Environmental Bonds. (g) (Retained rights over Plutonic Tenements): the Vendors retain the right to: (i) explore for and mine, by underground mining methods, gold and silver (and other minerals occurring in conjunction with gold or silver bearing ore that cannot be economically recovered without recovery of gold or silver) (Gold) in respect of mineral deposits located at or below RL 265m within mining leases 52/253, 52/395, 52/590, 52/670, 52/671 and 52/672 (the Plutonic Tenements); (ii) undertake surface works and sub-surface works on the Plutonic Tenements to establish and operate an underground mine (together the Retained Rights); (iii) pre-empt any disposal by Dampier Plutonic of any interest in the Plutonic Tenements; and (iv) buy back the Plutonic Tenements for fair market value in the event there is a change in control of Dampier Plutonic. (h) (Dampier Plutonic Royalty) the Vendors must pay Dampier Plutonic a production royalty of 1% in respect of such Gold produced by the Vendors from ore mined from the Plutonic Tenements through the exercise of the Retained Rights and otherwise on the on the same terms as the Barrick Royalty as summarised in Section 12.2 below. (i) (Ore purchase agreement): Following Completion, and subject to Dampier Plutonic having prepared a mine plan, Plutonic Gold and Dampier Plutonic must negotiate in good faith with a view to entering into an ore purchase agreement based on the terms set out in Section 12.3 below. (j) (Guarantee and Indemnity): The Company guarantees Dampier Plutonic’s performance under the Asset Sale Agreement. The Company indemnifies Plutonic Gold against all losses, damages, costs and expenses which Plutonic Gold may suffer or incur as a consequence of any breach of Dampier Plutonic’s obligations under the Asset Sale Agreement (excluding indirect or consequential loss).

12.2 Barrick Royalty Agreement The Asset Sale Agreement provides that, at Completion, the parties must enter into a royalty agreement under which Dampier Plutonic must pay the Vendors a royalty in respect of gold produced from the Tenements (Barrick Royalty Agreement). The material terms of the Barrick Royalty Agreement are as follows. Further details are provided in the Solicitor’s Report on Tenements. (a) (Commencement of royalty): The royalty shall be calculated from the date on which Dampier Plutonic’s reconciled gold production from the Tenements has exceeded 50,000 ounces. (b) (Royalty Payable): The royalty payable will be: (i) a gross revenue royalty in respect of ore (being gold bearing material from the Tenements and including beneficiated ore) sold to the Vendors under an ore purchase agreement, being:

138 PROSPECTUS

(A) 0.25% of the Gross Proceeds (being, in respect of an expired quarter, the total amounts actually received by Dampier Plutonic from the Vendors in respect of the sale of ore under the ore purchase agreement) where the gold price (as defined) is between $601-$700; (B) 0.50% of the Gross Proceeds where the gold price is between $701-$800; (C) 0.75% of the Gross Proceeds where the gold price is between $801-$900; (D) 1% of the Gross Proceeds where the gold price is greater than $900, and (ii) a net smelter return royalty in respect of gold produced and sold or otherwise disposed of by Dampier Plutonic from the Tenements by any means other than an ore purchase agreement with the Vendors, being: (A) 0.25% of the Net Smelter Return (as defined) where the gold price is between $601-$700; (B) 0.50% of the Net Smelter Return where the gold price is between $701-$800; (C) 0.75% of the Net Smelter Return where the gold price is between $801-$900; (D) 1% of the Net Smelter Return where the gold price is greater than $900. No royalty is payable where the gold price is $600 or less. (c) (Mining Mortgage): Dampier Plutonic must execute a mining mortgage over the Tenements to secure the performance of its obligations under the Barrick Royalty Agreement (Mining Mortgage). The Mining Mortgage will be first ranking provided that the security of a project financier in relation to development or operation of a mine on the Tenements may take priority in certain circumstances.

12.3 Ore Purchase Agreement The ore purchase agreement to be negotiated in good faith between Plutonic Gold and Dampier Plutonic following Completion and the completion of a mine plan must be based on the following terms. (a) (Haulage): Dampier Plutonic will be responsible for the mining and haulage of ore to the Barrick Facility. (b) (Roads): Dampier Plutonic will pay for the construction of any haul roads necessary to the Barrick Facility or contribute to the maintenance of any roads on Plutonic Gold’s tenements used in relation to the haulage of ore to the Barrick Facility. (c) (Storage area): Plutonic Gold will provide a dedicated storage area for all ore delivered. Plutonic Gold will be responsible for any further handling of ore delivered to the dedicated area, provided the ore complies with certain predefined specifications to be agreed. (d) (Ore delivered): Subject to meeting certain predefined specifications, including minimum volume, Plutonic Gold will purchase any and all ore delivered from the Tenements to the dedicated area under an agreed provisional pricing methodology that accounts for the payable metal content of the ore, type of ore, Plutonic Gold’s treatment cost and an adjustable margin according to the volume of ore delivered for each parcel size and/or per annum above the minimum cut- off grade. (e) (Payment): Plutonic Gold will make provisional payment of a proportion of the payable metal content for all ore meeting the predefined specifications within seven days of the crushing and sampling of a parcel. Final payment will be made after an agreed period following treatment (no more than three months) to reflect commodity price movements and the reconciliation of actual variable costs and/or gold production. (f) (Royalties): Dampier Plutonic will be responsible for the payment of governmental and third party royalties in relation to ore from the Tenements processed at Barrick’s Facility. (g) (Additional capacity): Dampier Plutonic will have priority to fill any additional capacity at the Barrick Facility above other third parties in relation to ore from the Tenements except for existing Plutonic Gold associates or to the extent third parties have already entered into binding contracts with Plutonic Gold. If there is a surplus of capacity above this, Dampier Plutonic will be permitted to treat ore sourced from outside the Tenements. (h) (Third party facilities): Dampier Plutonic will retain the right to process any ore itself or through other third party facilities if it cannot be treated at the Barrick Facility for a stipulated reason. (i) (Termination): Dampier Plutonic will have the right to terminate the ore purchase agreement if the Barrick Facility is idle for a continuous period of more than three months, or if the Barrick Facility is sold to a third party without Dampier Plutonic’s consent.

139 PROSPECTUS

12.4 Executive Services Agreement On 1 July 2010, the Company entered into an executive services agreement with Dr Julian Stephens to act as its Chief Executive Officer for a 3 year term from the date the Company is admitted on the ASX. Dr Stephens is entitled to a salary of $250,000 per year plus statutory superannuation. The agreement can be terminated by either party without cause with 6 months notice. Dr Stephens is entitled to a cash bonus equal to 50% of his annual salary when any of the following criteria are met during his initial term: (a) upon independent verification that the Company has delineated a JORC Code compliant Mineral Resource (as that term is used in the JORC Code) of greater than 500,000 ounces gold on any of the Company’s projects; (b) upon independent verification that the Company has delineated a JORC Code compliant Ore Reserve (as that term is used in the JORC Code) of greater than 250,000 ounces gold on any of the Company’s projects; (c) upon commencement of commercial production from the Ore Reserve on any of the Company’s projects, provided production is based on a sustainable mine plan of not less than 12 months duration; and (d) upon the Company mining greater than 100,000 ounces gold on any of its projects. On 30 June 2010, the Company entered into an executive services agreement with Mr Richard Hay to act as its Chief Operating Officer for a 3 years term from the date the Company is admitted on the ASX. Mr Hay is entitled to a salary of $240,000 per year plus statutory superannuation. The Company may terminate the agreement without cause with 6 months notice. Mr Hay may terminate the agreement without cause with 3 months notice. Mr Hay is entitled to a cash bonus equal to 50% of his annual salary when any of the following criteria are met during his initial term: (a) upon independent verification that the Company has delineated a JORC Code compliant Mineral Resource (as that term is used in the JORC Code) of greater than 500,000 ounces gold on any of the Company’s projects; (b) upon independent verification that the Company has delineated a JORC Code compliant Ore Reserve (as that term is used in the JORC Code) of greater than 250,000 ounces gold on any of the Company’s projects; (c) upon commencement of commercial production from the Ore Reserve on any of the Company’s projects, provided production is based on a sustainable mine plan of not less than 12 months duration; and (d) upon the Company mining greater than 100,000 ounces gold on any of its projects.

140 PROSPECTUS

13. ADDITIONAL INFORMATION

13.1 Rights Attaching to Securities

13.1.1 Ordinary Shares The rights, privileges and restrictions attaching to Shares can be summarised as follows: (a) General Meetings Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company. Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company. (b) Voting Rights Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders: (i) each shareholder entitled to vote may vote in person or by proxy, attorney or representative; (ii) on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and (iii) on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such shares registered in the shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited). (c) Dividend Rights The Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend. The dividend as declared shall (subject to the rights of any preference Shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend) be payable on all Shares in accordance with the Corporations Act. The Directors may from time to time pay to the Shareholders such interim dividends as they may determine. No dividend shall be payable except out of profits. A determination by the Directors as to the profits of the Company shall be conclusive. No dividend shall carry interest as against the Company. (d) Winding-Up The liquidator on any winding up may, with the sanction of a special resolution of the Company and with the approval of separate general meetings of the Shareholders of each of the several classes (if any) of Shareholders, divide among the Shareholders or any of them in specie or kind any part of the assets of the Company, and may with the like sanction and approval vest any part of the assets of the Company in trustees upon such trusts for the benefit of the Shareholder or any of them as the liquidator with the like sanction and approval shall think fit. With such approval any such division may be otherwise than in accordance with the legal rights of the Shareholders, and in particular any class may be given preferential or special rights or may be excluded altogether or in part, but in case any division otherwise than in accordance with the legal rights of the Shareholders shall be determined on any Shareholder who would be prejudiced thereby shall have a right of dissent and ancillary rights as if such determination were a special resolution passed pursuant to the Corporations Act. In case any of the shares to be divided as aforesaid involve a liability to calls or otherwise, any person entitled under such division to any of the said share may within 10 days after the passing of the special resolution by notice in writing direct the liquidator to sell his proportion and pay him the net proceeds and the liquidator shall, if practicable, act accordingly. Nothing in this Section shall derogate from or affect any right to exercise any statutory or other power which would have existed if this Section were omitted. (e) Transfer of Shares Generally, shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the Listing Rules. (f) Variation of Rights Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of shareholders vary or abrogate the rights attaching to shares.

141 PROSPECTUS

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

13.1.2 Options The terms and conditions of the Options currently on issue are as follows: (a) Each Option entitles the holder to subscribe for (1) Share in the Company at an issue price of $0.20 per Share. (b) The Options expire at 5pm (WST) on 31 December 2011 (Expiry Date). Any Options not exercised on or before the Expiry Date will automatically lapse. (c) The Options may be exercised at any time prior to the Expiry Date wholly or in part by delivering a duly completed form of notice of exercise together with payment of the exercise price of $0.20 per Option exercised to the Company. (d) All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then issued Shares. (e) Subject to the Corporations Act, the Listing Rules and the Company’s Constitution, the Options are freely transferable (f) No application will be made to ASX for quotation of Options. (g) If the Company’s Shares are quoted by ASX, the Company must apply for quotation of all Shares allotted pursuant to the exercise of Options not later than ten (10) business days after the date of allotment. (h) The holders of an Option may only participate in new issues of securities to holders of Shares in the Company if the Option has been exercised and Shares allotted in respect of the Option before the record date for determining entitlements to the issue. The Company must give to holders of Options at least seven (7) business days notice of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules. (i) There will be no change to the exercise price of the Option or the number of Shares over which an Option is exercisable in the event of the Company making a pro rata issue of shares or other securities to the holders of ordinary shares in the Company (other than a bonus issue). (j) If there is a bonus issue (Bonus Issue) to the holders of ordinary shares in the Company, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (Bonus Shares). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank equally in all respects with the other shares of that class on issue as the date of issue of the Bonus Shares. (k) If prior to the Expiry Date there is a reorganisation of the issued capital of the Company, the rights of a holder of Options will be changed to the extent necessary to comply with the Corporations Act and the Listing Rules in force at the time of the reorganisation.

13.1.3 Consideration Options The terms and conditions of the Consideration Options are as follows: (a) Each Consideration Option entitles Barrick to one (1) Share in the Company. (b) No monies will be payable for the issue of the Consideration Options. (c) A certificate will be issued for the Consideration Options. (d) The Tranche 1 Consideration Options shall expire at 5.00pm (WST) on 31 October 2011 (Tranche 1 Expiry Date) and the Tranche 2 Options shall expire at 5.00pm (WST) on 31 December 2011 (Tranche 2 Expiry Date), (the Tranche 1 Expiry Date or the Tranche 2 Expiry Date as applicable is referred to as the “Expiry Date”). (e) Consideration Options may only be exercised prior to the Expiry Date. (f) The Shares allotted to Consideration Option holders on exercise of the Consideration Options shall be issued at a price of $0.50 each (Exercise Price). (g) The Exercise Price of shares the subject of the Consideration Options shall be payable in full upon exercise of the Consideration Options. (h) Consideration Options shall be exercisable by the delivery to the registered office of Dampier of a notice in writing stating the intention of the Consideration Option holder to: (A) exercise all or a specified number of the Consideration Options; and (B) pay the subscription monies in full for the exercise of each Consideration Option.

142 PROSPECTUS

(i) The notice must be accompanied by the Consideration Option certificate and a cheque made payable to Dampier for the subscription monies for the shares. An exercise of only some Consideration Options shall not affect the rights of a Consideration Option holder to the balance of the Consideration Options held by the Consideration Option holder. (j) Dampier shall allot the resultant Shares and deliver the holding statement within five (5) Business Days of the exercise of the Consideration Options. (k) The Consideration Options are not transferable other than to a Related Body Corporate of Barrick. (l) Shares allotted pursuant to an exercise of Consideration Options shall rank, from the date of allotment, equally with existing Shares in the capital of Dampier in all respects. (m) The Consideration Options will not be listed for official quotation on the ASX. (n) In the event of any reconstruction (including consolidation, subdivisions, reduction or return) of the authorised or issued capital of Dampier, the number of Consideration Options or the exercise price of the Consideration Options or both shall be reconstructed (as appropriate) in accordance with the Listing Rules. (o) The Consideration Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Consideration Options.

13.2 Employee Incentive Option Scheme On 5 May 2010, the Board adopted an Employee Incentive Option Scheme (Scheme) to allow eligible participants to be granted options (Employee Options) to acquire shares in the Company, the principle terms of which are summarised below. The Company’s shareholders approved the Scheme at a shareholders meeting on 28 June 2010. (a) Eligibility and Grant of Employee Options The Board may offer Employee Options to any full or part time employee or Director of the Company or an associated body corporate. Employee Options may be offered by the Board, acting in its absolute discretion, at any time (unless to do so would contravene the Corporations Act, the Listing Rules or any other applicable law). (b) Consideration Each Employee Option issued under the Scheme will be issued for no consideration. (c) Exercise Price The exercise price for Employee Options offered under the Scheme will be determined by the Board in its absolute discretion. (d) Exercise Conditions and Restrictions No Employee Option may be offered, granted or exercised and no Share may be issued under the Scheme if to do so would contravene the Corporations Act, the Listing Rules or any other applicable law. The Employee Options may be subject to such conditions on exercise as may be fixed by the Directors including, without limitation, length of service by eligible participant, contributions and potential contributions by the eligible participant and any other matters considered by the Board to be relevant. Any restrictions imposed by the Directors must be set out in the offer for the Employee Option. (e) Participation in Rights Issues and Bonus Issues If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the Employee Option exercise price shall be reduced according to the formula specified in the Listing Rules. In the event of a bonus issue of Shares being made pro rata to Shareholders, (other than an issue in lieu of dividends), the number of Shares issued on exercise of each Employee Option will include the number of bonus Shares that would have been issued if the Employee Option had been exercised prior to the record date for the bonus issue. No adjustment will be made to the exercise price per Share of the Employee Option. (f) Term of Employee Options The Employee Options granted under the Scheme expire following the lapsing date (being the date which is two years after the date of grant or such other date as determined by the Board), if the relevant person cease to be an employee or director of a group company, or where there has been a failure to meet any exercise conditions. (g) Reorganisation The terms upon which Employee Options will be granted will not prevent the Employee Options being reorganised as required by the Listing Rules on the reorganisation of the capital of the Company.

143 PROSPECTUS

(h) Limitations on Offers If the Company makes an offer where: (i) the total number of Shares to be received on exercise of the Employee Options the subject of that offer, exceeds the limit set out in ASIC Class Order 03/184; or (ii) the offer does not otherwise comply with the terms and conditions set out in ASIC Class Order 03/184, the Company must comply with Chapter 6D of the Corporations Act at the time of that Offer.

13.3 Disclosure of Interests Directors are not required under the Constitution to hold any Securities. As at the date of this Prospectus, the Directors have relevant interests in Securities as follows:

Director Shares Options

Russell Skirrow 3,170,002 2,000,000 Richard Burden 1,200,001 2,000,000 Philip Retter 2,580,001 2,000,000

13.4 Remuneration The Constitution provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive Directors has been set at an amount not to exceed $300,000 per annum. The annual remuneration (exclusive of superannuation) that the Company intends to pay to each of the Directors from the date the Company is listed on the ASX is as follows:

Director Annual Remuneration

Russell Skirrow $60,000 Richard Burden $40,000 Philip Retter $40,000

13.5 Deeds of Indemnity, Insurance and Access The Company has entered into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, the Company agrees to indemnify each Director to the extent permitted by the Corporations Act against any liability arising as a result of the Director acting in the capacity as a director of the Company. The Company is also required to maintain insurance policies for the benefit of the Director and must also allow the Directors to inspect Company documents in certain circumstances.

13.6 Fees and Benefits Other than as set out below or elsewhere in this Prospectus, no: (a) Director of the Company; (b) person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus; (c) promoter of the Company; or (d) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in the Prospectus as a financial services licensee involved in the issue, has, or had within 2 years before lodgement of this Prospectus with the ASIC, any interest in: (i) the formation or promotion of the Company;

144 PROSPECTUS

(ii) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer of Shares under this Prospectus; or (iii) the offer of Shares under this Prospectus, and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons as an inducement to become, or to qualify as, a Director of the Company or for services rendered in connection with the formation or promotion of the Company or the offer of Shares under this Prospectus. Xstract Mining Consultants Pty Ltd has acted as the Independent Geologist and has prepared an Independent Geologist’s Report which has been included in Section 8 of this Prospectus. The Company estimates that it will pay Xstract Mining Consultants a total of $63,000 for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Xstract Mining Consultants has not received any other fees from the Company. Mr Jeames McKibben has acted as a competent person in relation to the Prospectus and the Independent Geologist’s Report which has been included in Section 8 of this Prospectus. The Company has not paid Mr McKibben any amount for these services (although it has paid his employer, Xstract Mining Consultants Pty Ltd as set out above). During the 24 months preceding lodgement of this Prospectus with the ASIC, Mr McKibben has not received any other fees from the Company. Mr Maurice Rowley has acted as a competent person in relation to the Prospectus and the Independent Geologist’s Report which has been included in Section 8 of this Prospectus. The Company has not paid Mr Rowley any amount for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Mr Rowley has not received any other fees from the Company. Mr Antony Shepherd has acted as a competent person in relation to the Prospectus and the Independent Geologist’s Report which has been included in Section 8 of this Prospectus. The Company has not paid Mr Shepherd any amount for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Mr Shepherd has not received any other fees from the Company. Stantons International Pty Ltd has acted as auditor and Investigating Accountant and has prepared an Investigating Accountant’s Report which has been included in Section 9 of this Prospectus. The Company estimates it will pay Stantons International Pty Ltd a total of $15,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Stantons International Pty Ltd has not received any other fees from the Company. Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer, has been involved in due diligence enquiries on legal matters and has prepared a Solicitor’s Report on Tenements which has been included in Section 10 of this Prospectus. The Company estimates it will pay Steinepreis Paganin $75,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has not received any other fees for legal services.

13.7 Consents Each of the parties referred to in this section: (a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this section; and (b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this section. Xstract Mining Consultants has given its written consent to being named as the Independent Geologist to the Company in this Prospectus and to the inclusion of the Independent Geologist’s Report in Section 8 in the form and context in which the report is included. Xstract Mining Consultants has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC. Mr Jeames McKibben has given his written consent to being named as a competent person in relation to statements made in relation to Mineral Resources and Ore Reserves in the Investment Highlights, Chairman’s Letter and Section 6 of this Prospectus and in the Independent Geologist’s Report which has been included in Section 8 of this Prospectus and to the inclusion in the statements attributed to Mr McKibben in the form and context in which they are included. Mr McKibben has not withdrawn his consent prior to the lodgement of this Prospectus with the ASIC. Mr Maurice Rowley has given his written consent to being named as a competent person in relation to statements made in relation to Exploration Results, Mineral Resources and Ore Reserves in the Investment Highlights, Chairman’s Letter and Section 6 of this Prospectus and in the Independent Geologist’s Report which has been included in Section 8 of this Prospectus and to the inclusion in the statements attributed to Mr Rowley in the form and context in which they are included. Mr Rowley has not withdrawn his consent prior to the lodgement of this Prospectus with the ASIC. Mr Antony Shepherd has given his written consent to being named as a competent person in relation to statements made in relation to Exploration Results in Section 6 of this Prospectus and in the Independent Geologist’s Report which has been

145 PROSPECTUS

included in Section 8 of this Prospectus and to the inclusion in the Independent Geologist’s Report of statements attributed to him in the form and context in which they are included. Mr Shepherd has not withdrawn his consent prior to the lodgement of this Prospectus with the ASIC. Stantons International Pty Ltd has given its written consent to being named as auditor and Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 9 in the form and context in which the report is included. Stantons International Pty Ltd has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC. Steinepreis Paganin has given its written consent to being named as the solicitor to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 10 in the form and context in which the report is included. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

13.8 Restricted Securities ASX has indicated that certain existing security holders may be required to enter into agreements which restrict dealings in Securities held by them. These agreements will be entered into in accordance with the Listing Rules.

13.9 Expenses of the Offer The total expenses of the Offer (assuming the Offer is fully subscribed) are estimated to be approximately $1,300,000 and are expected to be applied towards the items set out in the table below: Item of Expenditure Amount

ASIC fees $2,010 ASX fees $60,000 Brokerage Fees $950,000 Legal Fees $75,000 Independent Geologist $63,000 Investigating Accountant $15,000 Marketing $75,000 Printing & Drafting $30,000 Miscellaneous $30,000 TOTAL $1,300,010

Some of the above costs (approximately $94,000) have already been met from existing shareholder funds.

13.10 Litigation As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

13.11 Electronic Prospectus Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions. If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company at [email protected] and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both. Alternatively, you may obtain a copy of the Prospectus from the Company’s website at www.dampiergold.com. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

146 PROSPECTUS

13.12 Taxation The acquisition and disposal of Shares in the Company will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally. To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

13.13 Forecasts The Company is an exploration company. Given the speculative nature of exploration, mineral development and production, there are significant uncertainties associated with forecasting future revenue. On this basis, the Directors believe that reliable forecasts cannot be prepared and accordingly have not included forecasts in this Prospectus.

147 PROSPECTUS

14. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors. In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

Russell Skirrow Chairman For and on behalf of Dampier Gold Ltd

148 PROSPECTUS

15. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings: A$ or $ means an Australian dollar. Application Form means the application form accompanying this Prospectus relating to the Offer. Acquisition means the acquisition of the Tenements and related assets pursuant to the terms and conditions of the Asset Sale Agreement. ASIC means the Australian Securities & Investments Commission. Asset Sale Agreement means the asset sale agreement between the Company, Dampier Plutonic, Plutonic Gold and Barrick Plutonic dated 5 March 2010 pursuant to which Dampier Plutonic agreed to purchase the Tenements and associated assets, a summary of which is contained in Section 12.1 of this Prospectus. ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange (as the context requires). Barrick means Barrick Plutonic and/or Plutonic Gold as the context requires. Barrick Facility means the Barrick ore treatment facility located on or adjacent to tenements M52/147 and M52/148. Barrick Plutonic means Barrick (Plutonic) Limited (ABN 42 004 680 997). Board means the board of Directors as constituted from time to time. Business Day means a week day when trading banks are ordinarily open for business in Perth, Western Australia. Company means Dampier Gold Ltd (ACN 141 703 399). Closing Date means the closing date of the Offer as set out in Section 4.3. Completion means completion of the sale and purchase of the Tenements in accordance with the Asset Sale Agreement. Consideration Shares means 3,400,000 Shares at a deemed issue price of $0.50 per Share, issued by Dampier to Barrick pursuant to the terms of the Asset Sale Agreement. Consideration Options means the Tranche 1 Consideration Options and the Tranche 2 Consideration Options. Constitution means the constitution of the Company. Corporations Act means the Corporations Act 2001 (Cth). Dampier or Dampier Gold means the Company and/or Dampier Plutonic, as the context requires. Dampier Plutonic means Dampier (Plutonic) Pty Ltd (ABN 94 131 670 963), a wholly owned subsidiary of the Company. Department means the Department of Mines and Petroleum for the State of Western Australia. Directors means the directors of the Company at the date of this Prospectus. Directors’ Options means the 6,000,000 Options which are held by Directors at the date of this Prospectus. Employee Incentive Option Scheme means the scheme adopted by the Board on 5 May 2010 to allow eligible participants to be granted options to acquire shares in the Company. Employee Option means an option to acquire a Share pursuant to the terms and conditions the Dampier Employee Incentive Option Scheme. Environmental Bonds means $5,177,000 worth of unconditional performance bonds lodged with the Department by or on behalf of Barrick in respect of the Tenements. Exposure Period means the period of 7 days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act. Heritage and Native Title Agreements means the Gingirana Native Title Agreements relating to tenements P52/1220-1224, E52/2071 and E52/2072 being exploration and prospecting agreements to be entered into between the Gingirana Native Title Claim Group and Barrick Plutonic. Horseshoe Royalty Agreement means the Freshwater Tenements Royalty Agreement dated 1 July 2007 between Horseshoe Gold Mine Pty Ltd and Plutonic Gold, further details of which are set out in the Solicitor’s Report on Tenements in Section 10 of this Prospectus. JORC Code means the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”.

149 PROSPECTUS

Listing Rules means the official listing rules of ASX. Offer means the offer to Shareholders and investors to apply for Shares set out in Section 5 of this Prospectus. Official List means the Official List of ASX. Official Quotation means official quotation by ASX in accordance with the Listing Rules. Option means an option to acquire a Share in the capital of the Company. Plutonic Gold means Plutonic Gold Pty Ltd (ABN 29 006 418). Plutonic Tenements means mining leases 52/253, 52/395, 52/590, 52/670, 52/671 and 52/672. Prospectus means this prospectus. Related Body Corporate has the meaning given to that term by sections 9 and 50 of the Corporations Act. Securities means Shares and Options. Share means a fully paid ordinary share in the capital of the Company. Share Registry means the Company’s share registry, Computershare Investor Services Pty Ltd (ACN 078 279 277). Shareholder means a holder of Shares. Tenements means the tenements in which the Company has an interest under the Asset Sale Agreement as set out in the Solicitor’s Report on Tenements in Section 10 of this Prospectus. Tranche 1 Consideration Options 5,000,000 options to subscribe for 5,000,000 Shares on or before 31 October 2011 at an exercise price of $0.50 per option, to be issued by Dampier to Barrick pursuant to the terms of the Asset Sale Agreement. Tranche 2 Consideration Options 5,000,000 options to subscribe for 5,000,000 Shares on or before 31 December 2011 at an exercise price of $0.50 per option, to be issued by Dampier to Barrick pursuant to the terms of the Asset Sale Agreement. WST means Western Standard Time, Perth, Western Australia.

150 *M000001456Q02* Make your cheque or bank draft payable to Dampier Gold Ltd –IPOA/C Gold Dampier to payable draft bank or cheque your Make Payment details – Please note that funds are unable to be directly debited from your bank account bank your from debited directly be to unable are funds that note Please – details Payment G D C A E F Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s) registrable of forms correct for overleaf standards naming to refer - applications Individual/Joint me/us to allocated be may which Shares of number lesser such or Share per A$0.50 at Ltd Gold Dampier in Shares of Number for apply I/we complete and accurate. I/we agree to be bound by the Constitution of the Company. the of Constitution the by bound be to agree I/we accurate. and complete are Form) Application this of reverse the on declaration the (including me/us by made statements and details all that declare I/we and form Application this of reverse the on declarations/statements the and Prospectus the to according lodged and completed is application this that declare I/we Form, Application this submitting By prospectus. the by, accompanied or in, included unless distributed be not must Form Application this Act, Corporations the of requirements the meet To form. this completing before carefully prospectus entire the read should You delay. without adviser professional or stockbroker your contact please it, with deal to how to as doubt in are you If important. is Form Application This Enter your postal address - Include State and Postcode and State Include - address postal your Enter nt Sre ubr Street Name or PO Box /Other Information Street Number Unit Name Company or Title Drawer (HIN) Number Identification Holder Participant CHESS Name Contact details contact your Enter Town / Suburb / City Application Form Application Joint Applicant 2 or Account Designation Account or 2 Applicant Joint Joint Applicant 3 or Account Designation Account or 3 Applicant Joint A L G D X Given Name(s) Given ACN 141 703 399 703 141 ACN Ltd Gold Dampier Cheque Number Cheque O P I BSB Number BSB subregister. Sponsored Issuer the on held be will IPO the of result a as issued securities any and HIN, CHESS the without made be to deemed be will application your CHESS, at held details registration the with exactly correspond not do form your on details address and name the but HIN CHESS a supply you if that note Please B Broker Code Broker I/we lodge full Application Money Application full lodge I/we A$ Surname Account Number Account Telephone Number - Business Hours / After Hours After / Hours Business - Number Telephone ) ( See back of form for completion guidelines completion for form of back See State Adviser Code Adviser SAMP_PAYMENT_000000/000001/000001/i Amount of cheque of Amount A$ Postcode .

118437_00ZHGA included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below. title(s) registrable of forms correct of examples the in described as exactly completed if designation account an of way by included If you have any enquiries concerning your application, please contact the Computershare Investor Services Pty Limited on 1300 557 010. 557 1300 on Limited Pty Services Investor Computershare the contact please application, your concerning enquiries any have you If [email protected] e-mail or form this of front the on provided details the using CIS contact can You CIS. contacting by material 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing receive to not elect may You communications. corporate general to addition in issuer the by approved material) marketing (including material sent be may you 2001, Act Corporations the with accordance In CIS. contact please date, of out or incorrect inaccurate, is that information correct to like would you or CIS, by held information personal means. other any by or address other any at Form Application the lodge you if responsibility any accepts Company the nor CIS Neither 6840 WA Perth D182 Box GPO Limited Pty Services Investor Computershare Corporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrable name may be may name registrable other any or owner beneficial the of name The person. natural each for required is surname the and name given full one least At Act. Corporations this to occur. Return the Application Form with cheque(s) attached to: attached cheque(s) with Form Application the Return occur. to this maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our to disclosed be may information personal Your communications. and actions corporate other and payments distribution facilitating securityholders, of registers maintaining How to complete this form this complete to How related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your of details like would you If law. by permitted or required otherwise as or providers, service mail or print as such companies service external to corporate, bodies related of purpose the for issuer”), (“the issuers securities for registrar as (“CIS”), Limited Pty Services Investor Computershare by form this on collected is information Personal Statement Privacy Perth Limited Pty Services Investor Computershare by received be must Forms Application Application of Lodgement Form. Application the sign to necessary not is It accurate. to agrees Ltd, Gold Dampier of Constitution the and prospectus the of terms the to subject and upon is Ltd Gold Dampier in Shares for application this that agrees applicant the Form, Application the lodging By relates. application this which to prospectus this read should applicant(s) the Form Application the completing Before Note that ONLY legal entities are allowed to hold Shares. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with the with accordance in entities legal other or companies persons, natural of name(s) the in made be must Applications Shares. hold to allowed are entities legal ONLY that Note title(s) registrable of forms Correct take any number of Shares that may be allotted to the Applicant(s) pursuant to the prospectus and declares that all details and statements made are complete and complete are made statements and details all that declares and prospectus the to pursuant Applicant(s) the to allotted be may that Shares of number any take - Do not use the name of the fund the of name the use not Do - - Use the name of trustee of the fund the of trustee of name the Use - Funds Superannuation - Do not use the name of the club etc club the of name the use not Do - name(s) personal bearer(s) office Use - Names Bodies/Business Clubs/Unincorporated - Do not use the name of the partnership the of name the use not Do - name(s) personal partners Use - Partnerships - Use the name of a responsible adult with an appropriate designation appropriate an with adult responsible a of name the Use - Minor (a person under the age of 18) of age the under person (a Minor name(s) personal executor(s) Use - Estates Deceased abbreviations not title, company Use - Company - Do not use the name of the deceased the of name the use not Do - - Use given name(s) in full, not initials not full, in name(s) given Use - Joint - Use given name(s) in full, not initials not full, in name(s) given Use - Individual - Do not use the name of the trust the of name the use not Do - name(s) personal trustee(s) Use - Trusts Investor of Type D C B A E presently registered in the CHESS system. CHESS the in registered presently that to identically name their complete should participants (CHESS) names may be rejected. Clearing House Electronic Subregister System Subregister Electronic House Clearing rejected. be may names correct forms of registrable title. Applications using the wrong form of form wrong the using Applications title. registrable of forms correct joint Applicants may register. You should refer to the table below for the for below table the to refer should You register. may Applicants joint Shares. 1000 of multiples in be must shown. For joint Applicants, only one address can be entered. be can address one only Applicants, joint For shown. Shares 4000 than greater for Applications Shares. 4000 of minimum a for to you from the Registry will be mailed to the person(s) and address as address and person(s) the to mailed be will Registry the from you to 3 to Up company. a of name the or name own your either be must This Share. per price the by Shares of number the we need to contact you. contact to need we if us assist will but compulsory not are These details. contact your Enter Details Contact communications All correspondence. all for address postal your Enter Address Postal holding. share of statement the on appear to wish you name full the Enter Name(s) Applicant multiply amount, the calculate To Monies. Application of amount the Enter Monies Application be must application The for. apply to wish you Shares of number the Enter for Applied Shares

Association Tennis Son & Smith Smith Smith John Family Smith Fund

n oita rtsig e R fo m r o F tc e rr o C

by no later than 5.00pm WST on 13 August 2010. You should allow sufficient time for time sufficient allow should You 2010. August 13 on WST 5.00pm than later no by G F

Securityholder Reference Number (SRN). Number Reference Securityholder and on allotment, you will be sponsored by the Company and allocated a allocated and Company the by sponsored be will you allotment, on and Subregister, enter your CHESS HIN. Otherwise, leave this section blank section this leave Otherwise, HIN. CHESS your enter Subregister, wish to hold Shares allotted to you under this Application on the CHESS the on Application this under you to allotted Shares hold to wish you and participant) CHESS a by sponsored are (or participant CHESS a Subregister Sponsored Issuer electronic an and holdings security of issuing certificates to applicants in respect of Shares allotted. If you are you If allotted. Shares of respect in applicants to certificates issuing be not will Company The securities. of register principal Company’s the up make will Subregisters two the Together holdings. security of Subregister CHESS electronic an operate will company the CHESS, In Cheques will be processed on the day of receipt and as such, as and receipt of day the on processed be will Cheques account. bank your from debited directly be to unable Limited. Exchange Securities Australian of subsidiary owned wholly a Complete the cheque details in the boxes provided. The total amount total The provided. boxes the in details cheque the Complete must agree with the amount shown in box B. box in shown amount the with agree must Bank. Australian an on be drawn must draft bank or cheque Your Negotiable. Not it cross and Australian currency Ltd, Pty Corporation Transfer and Settlement ASX by operated CHESS, Receipt for payment will not be forwarded be not will payment for Receipt accepted. be not will Cash indicated. where Form Application the to cheque(s) your staple) not (do Paperclip rejected. being Application your in result may and re-presented be not may unpaid returned cheques as account your in held be must funds cleared sufficient Make your cheque or bank draft payable to Dampier Gold Ltd – IPO A/C in Ltd –IPOA/C Gold Dampier to payable draft bank or cheque your Make Payment in participate to ASX the to apply will Company) (the Ltd Gold Dampier CHESS Peter Smith Peter John Smith Pty Ltd Superannuation Fund Superannuation Ltd Pty Smith John Association Tennis ABC Estate of Late John Smith John Late of Estate Trust Family Smith Penny Co ABC P/L ABC Smith J.A John Smith & Son & Smith John Smith Marie Janet & Alfred John

x . Please note that funds are funds that note Please n oita rtsig e R fo m r o F tc e rr o c nI

DGLA IPO 118437_00ZHGA *M000001456Q02* Make your cheque or bank draft payable to Dampier Gold Ltd –IPOA/C Gold Dampier to payable draft bank or cheque your Make Payment details – Please note that funds are unable to be directly debited from your bank account bank your from debited directly be to unable are funds that note Please – details Payment G D C A E F Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s) registrable of forms correct for overleaf standards naming to refer - applications Individual/Joint me/us to allocated be may which Shares of number lesser such or Share per A$0.50 at Ltd Gold Dampier in Shares of Number for apply I/we complete and accurate. I/we agree to be bound by the Constitution of the Company. the of Constitution the by bound be to agree I/we accurate. and complete are Form) Application this of reverse the on declaration the (including me/us by made statements and details all that declare I/we and form Application this of reverse the on declarations/statements the and Prospectus the to according lodged and completed is application this that declare I/we Form, Application this submitting By prospectus. the by, accompanied or in, included unless distributed be not must Form Application this Act, Corporations the of requirements the meet To form. this completing before carefully prospectus entire the read should You delay. without adviser professional or stockbroker your contact please it, with deal to how to as doubt in are you If important. is Form Application This Enter your postal address - Include State and Postcode and State Include - address postal your Enter nt Sre ubr Street Name or PO Box /Other Information Street Number Unit Name Company or Title Drawer (HIN) Number Identification Holder Participant CHESS Name Contact details contact your Enter Town / Suburb / City Application Form Application Joint Applicant 2 or Account Designation Account or 2 Applicant Joint Joint Applicant 3 or Account Designation Account or 3 Applicant Joint A L G D X Given Name(s) Given ACN 141 703 399 703 141 ACN Ltd Gold Dampier Cheque Number Cheque O P I BSB Number BSB subregister. Sponsored Issuer the on held be will IPO the of result a as issued securities any and HIN, CHESS the without made be to deemed be will application your CHESS, at held details registration the with exactly correspond not do form your on details address and name the but HIN CHESS a supply you if that note Please B Broker Code Broker I/we lodge full Application Money Application full lodge I/we A$ Surname Account Number Account Telephone Number - Business Hours / After Hours After / Hours Business - Number Telephone ) ( See back of form for completion guidelines completion for form of back See State Adviser Code Adviser SAMP_PAYMENT_000000/000001/000001/i Amount of cheque of Amount A$ Postcode .

118437_00ZHGA included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below. title(s) registrable of forms correct of examples the in described as exactly completed if designation account an of way by included If you have any enquiries concerning your application, please contact the Computershare Investor Services Pty Limited on 1300 557 010. 557 1300 on Limited Pty Services Investor Computershare the contact please application, your concerning enquiries any have you If [email protected] e-mail or form this of front the on provided details the using CIS contact can You CIS. contacting by material 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing receive to not elect may You communications. corporate general to addition in issuer the by approved material) marketing (including material sent be may you 2001, Act Corporations the with accordance In CIS. contact please date, of out or incorrect inaccurate, is that information correct to like would you or CIS, by held information personal means. other any by or address other any at Form Application the lodge you if responsibility any accepts Company the nor CIS Neither 6840 WA Perth D182 Box GPO Limited Pty Services Investor Computershare Corporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrable name may be may name registrable other any or owner beneficial the of name The person. natural each for required is surname the and name given full one least At Act. Corporations this to occur. Return the Application Form with cheque(s) attached to: attached cheque(s) with Form Application the Return occur. to this maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our to disclosed be may information personal Your communications. and actions corporate other and payments distribution facilitating securityholders, of registers maintaining How to complete this form this complete to How related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your of details like would you If law. by permitted or required otherwise as or providers, service mail or print as such companies service external to corporate, bodies related of purpose the for issuer”), (“the issuers securities for registrar as (“CIS”), Limited Pty Services Investor Computershare by form this on collected is information Personal Statement Privacy Perth Limited Pty Services Investor Computershare by received be must Forms Application Application of Lodgement Form. Application the sign to necessary not is It accurate. to agrees Ltd, Gold Dampier of Constitution the and prospectus the of terms the to subject and upon is Ltd Gold Dampier in Shares for application this that agrees applicant the Form, Application the lodging By relates. application this which to prospectus this read should applicant(s) the Form Application the completing Before Note that ONLY legal entities are allowed to hold Shares. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with the with accordance in entities legal other or companies persons, natural of name(s) the in made be must Applications Shares. hold to allowed are entities legal ONLY that Note title(s) registrable of forms Correct take any number of Shares that may be allotted to the Applicant(s) pursuant to the prospectus and declares that all details and statements made are complete and complete are made statements and details all that declares and prospectus the to pursuant Applicant(s) the to allotted be may that Shares of number any take - Do not use the name of the fund the of name the use not Do - - Use the name of trustee of the fund the of trustee of name the Use - Funds Superannuation - Do not use the name of the club etc club the of name the use not Do - name(s) personal bearer(s) office Use - Names Bodies/Business Clubs/Unincorporated - Do not use the name of the partnership the of name the use not Do - name(s) personal partners Use - Partnerships - Use the name of a responsible adult with an appropriate designation appropriate an with adult responsible a of name the Use - Minor (a person under the age of 18) of age the under person (a Minor name(s) personal executor(s) Use - Estates Deceased abbreviations not title, company Use - Company - Do not use the name of the deceased the of name the use not Do - - Use given name(s) in full, not initials not full, in name(s) given Use - Joint - Use given name(s) in full, not initials not full, in name(s) given Use - Individual - Do not use the name of the trust the of name the use not Do - name(s) personal trustee(s) Use - Trusts Investor of Type D C B A E presently registered in the CHESS system. CHESS the in registered presently that to identically name their complete should participants (CHESS) names may be rejected. Clearing House Electronic Subregister System Subregister Electronic House Clearing rejected. be may names correct forms of registrable title. Applications using the wrong form of form wrong the using Applications title. registrable of forms correct joint Applicants may register. You should refer to the table below for the for below table the to refer should You register. may Applicants joint Shares. 1000 of multiples in be must shown. For joint Applicants, only one address can be entered. be can address one only Applicants, joint For shown. Shares 4000 than greater for Applications Shares. 4000 of minimum a for to you from the Registry will be mailed to the person(s) and address as address and person(s) the to mailed be will Registry the from you to 3 to Up company. a of name the or name own your either be must This Share. per price the by Shares of number the we need to contact you. contact to need we if us assist will but compulsory not are These details. contact your Enter Details Contact communications All correspondence. all for address postal your Enter Address Postal holding. share of statement the on appear to wish you name full the Enter Name(s) Applicant multiply amount, the calculate To Monies. Application of amount the Enter Monies Application be must application The for. apply to wish you Shares of number the Enter for Applied Shares

Association Tennis Son & Smith Smith Smith John Family Smith Fund

n oita rtsig e R fo m r o F tc e rr o C

by no later than 5.00pm WST on 13 August 2010. You should allow sufficient time for time sufficient allow should You 2010. August 13 on WST 5.00pm than later no by G F

Securityholder Reference Number (SRN). Number Reference Securityholder and on allotment, you will be sponsored by the Company and allocated a allocated and Company the by sponsored be will you allotment, on and Subregister, enter your CHESS HIN. Otherwise, leave this section blank section this leave Otherwise, HIN. CHESS your enter Subregister, wish to hold Shares allotted to you under this Application on the CHESS the on Application this under you to allotted Shares hold to wish you and participant) CHESS a by sponsored are (or participant CHESS a Subregister Sponsored Issuer electronic an and holdings security of issuing certificates to applicants in respect of Shares allotted. If you are you If allotted. Shares of respect in applicants to certificates issuing be not will Company The securities. of register principal Company’s the up make will Subregisters two the Together holdings. security of Subregister CHESS electronic an operate will company the CHESS, In Cheques will be processed on the day of receipt and as such, as and receipt of day the on processed be will Cheques account. bank your from debited directly be to unable Limited. Exchange Securities Australian of subsidiary owned wholly a Complete the cheque details in the boxes provided. The total amount total The provided. boxes the in details cheque the Complete must agree with the amount shown in box B. box in shown amount the with agree must Bank. Australian an on be drawn must draft bank or cheque Your Negotiable. Not it cross and Australian currency Ltd, Pty Corporation Transfer and Settlement ASX by operated CHESS, Receipt for payment will not be forwarded be not will payment for Receipt accepted. be not will Cash indicated. where Form Application the to cheque(s) your staple) not (do Paperclip rejected. being Application your in result may and re-presented be not may unpaid returned cheques as account your in held be must funds cleared sufficient Make your cheque or bank draft payable to Dampier Gold Ltd – IPO A/C in Ltd –IPOA/C Gold Dampier to payable draft bank or cheque your Make Payment in participate to ASX the to apply will Company) (the Ltd Gold Dampier CHESS Peter Smith Peter John Smith Pty Ltd Superannuation Fund Superannuation Ltd Pty Smith John Association Tennis ABC Estate of Late John Smith John Late of Estate Trust Family Smith Penny Co ABC P/L ABC Smith J.A John Smith & Son & Smith John Smith Marie Janet & Alfred John

x . Please note that funds are funds that note Please n oita rtsig e R fo m r o F tc e rr o c nI

DGLA IPO 118437_00ZHGA