PROSPECTUS for Initial Public Offering This Is a Supplementary Prospectus to the Replacement Prospectus Lodged with ASIC on 8 June 2011

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PROSPECTUS for Initial Public Offering This Is a Supplementary Prospectus to the Replacement Prospectus Lodged with ASIC on 8 June 2011 *THIS PHOTOGRAPH IS THE PROPERTY OF AND IS BEING REPRINTED WITH PERMissiON OF THE GRENFELL HISTORICAL SOCIETY INC. PROSPECTUS FOR INITIAL PUBLIC OFFERING This is a supplementary prospectus to the replacement prospectus lodged with ASIC on 8 June 2011. This supplementary prospectus is dated 24 August 2011. BLIGH RESOURCES LIMITED ACN 130 964 162 LEVEL 8, 84 PITT STREET SYDNEY NSW 2000 AUSTRALIA PHONE: (61) 2 9233 4677 FAX: (61) 2 9230 0710 EMAIL: [email protected] WEB: www.blighresources.com.au BLIGH RESOURCES LTD PROSPECTUS 1. IMPORTANT INFORMATION ABOUT THIS SUPPLEMENTARY PROSPECTUS This Supplementary Prospectus is issued by Bligh Resources Limited and is dated 24 August 2011. A copy of this Supplementary Prospectus was lodged with the Australian Securities and Investments Commission (ASIC) on 24 August 2011. ASIC and ASX Limited (ASX) take no responsibility for the content of this Supplementary Prospectus. This Supplementary Prospectus must be read together with the Replacement Prospectus dated 8 June 2011 (Prospectus), relating to an offer of shares by the Company. Words used in this Supplementary Prospectus have the meanings given in the Prospectus, unless the contrary intention appears. This Supplementary Prospectus prevails to the extent of any inconsistency with the Prospectus. This Supplementary Prospectus and the Prospectus may be viewed on the Company’s website. During the period of the Offer, you may obtain a paper copy of the Prospectus and this Supplementary Prospectus free of charge by contacting the Company. You may only apply for Shares using an application form attached to or accompanied by a complete copy of the Prospectus and this Supplementary Prospectus (Application Form). A person must not pass on a copy of the Application Form unless it is accompanied by a complete copy of the Prospectus and this Supplementary Prospectus. 2. WHY HAS THE COMPANY issUED THIS SUPPLEMENTARY PROSPECTUS? Bligh has issued this Supplementary Prospectus to: extend the Closing Date under the Offer to 5.00 p.m. (WST) on 18 November 2011 and thereby; i. amend the date and time reference in the definition of Closing Date in the Prospectus to be 5.00 p.m. (WST) on 18 No- vember 2011; and, ii. amend any date and time reference in the Prospectus relating to the expiry of the Offer or the last date for receipt of completed Application Forms and or the payment of Application Monies in the Prospectus to read 5.00 p.m. (WST) on 18 November 2011. provide a revised Application Form; tell you that ASIC has made a declaration under section 741(1) of the Corporations Act 2001 (Cth) (Corporations Act), to modify certain sections of the Corporations Act, as they apply to Blight Resources Limited, as follows: under section 723(3)(b) of the Corporations Act, if Shares offered under the Prospectus are not admitted to quotation on ASX within three months after the date of the Prospectus, an issue of Shares in response to an application made under the Prospectus is void; • under section 724(1)(b)(ii) of the Corporations Act, if Shares offered under the Prospectus are not admitted to quota- tion on ASX within three months after the date of the Prospectus, Bligh must repay money received from applicants under the Prospectus or issue a supplementary prospectus and give applicants one month to withdraw their application and be repaid; • ASIC has modified the above sections of the Corporations Act so the time periods specified in those sections will re- commence from the date of this Supplementary Prospectus provided that Bligh gives all persons, who have applied for Shares prior to the issue of this Supplementary Prospectus, one month to withdraw their application an be repaid their application money. 2 BLIGH RESOURCES LTD PROSPECTUS 3. WHAT IS THE NEW INDICATIVE TIMETABLE FOR THE OFFER? As mentioned above, the Directors have resolved to extend the Closing Date under the Offer to 18N ovember 2011. The new indicative timetable for the Offer is as follows: Key Dates* Offer Opens 7 June 2011 Date of Supplementary Prospectus 24 August 2011 Closing Date for Applications 18 November 2011 * These dates are indicative only. The Directors reserve the right to extend the Offer or close the Offer early without prior notice. 4. WHY HAS THE COMPANY EXTENDED THE CLOSING DATE UNDER THE OFFER? On 26 July 2011, Bligh entered into an underwriting agreement for the minimum subscription amount of $3,500,000. As at the date of this Supplementary Prospectus, the Company has not received applications from a sufficient number of applicants to meet Condition 7 of ASX Listing Rule 1.1 for admission to the official list of the ASX (Spread of Shareholders). The Directors have decided to extend the offer period to provide additional time to achieve the Spread of Shareholders. The Directors intend to close the offer as soon as practicable after the Spread of Shareholders is achieved. 5. YOUR RIGHT TO WITHDRAW YOUR APPLICATION AND BE REPAID If you applied for Shares under the Prospectus before the date of this Supplementary Prospectus, you may withdraw your application and be repaid, provided the Company receives your written notice of your wish to do so before 24 September 2011. Your withdrawal notice should be sent to either of the addresses under Lodgement Instructions on the Application Form. If you do not wish to withdraw your application, you do not need to take any action. 6. CONSENTS Each Director has given his consent to the issue of this Supplementary Prospectus and to its lodgement with ASIC. No Director has withdrawn that consent prior to lodgement of this Supplementary Prospectus with ASIC. Robert BENussi CHAIRMAN 3 *THIS PHOTOGRAPH IS THE PROPERTY OF AND IS BEING REPRINTED WITH PERMissiON OF THE GRENFELL HISTORICAL SOCIETY INC. PROSPECTUS FOR INITIAL PUBLIC OFFERING This is a replacement prospectus to the prospectus lodged with ASIC on 31 May 2011. This replacement prospectus is dated 8 June 2011. BLIGH RESOURCES LIMITED ACN 130 964 162 LEVEL 8, 84 PITT STREET SYDNEY NSW 2000 AUSTRALIA PHONE: (61) 2 9233 4677 FAX: (61) 2 9230 0710 EMAIL: [email protected] WEB: www.blighresources.com.au IMPORTANT NOTICE THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. YOU MAY WISH TO CONSULT YOUR STOCKBROKER, ACCOUNTANT, SOLICITOR OR OTHER PROFESSIONAL ADVISER ABOUT ITS CONTENTS. This Prospectus is dated 31 May 2011 and was lodged with ASIC on that date. ASIC and ASX and their officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates. No Shares may be issued on the basis of this Prospectus later than the expiry date of the Prospectus being the date that is 13 months after the date of this Prospectus. Shares allotted or issued pursuant to this Prospectus will be allotted or issued on the terms and conditions set out in this Prospectus. Application will be made to ASX within seven (7) days after the date of the Prospectus for Official Quotation of the Shares to be issued pursuant to this Prospectus. This Prospectus will be issued as an Electronic Prospectus and may be accessed on the Internet at www.blighresources.com.au. The Offer pursuant to an Electronic Prospectus is only available to persons receiving an electronic version of this prospectus within Australia. The Corporations Act prohibits any person from passing to another person the Application Form unless it is attached to or accompanies the complete and unaltered version of this Prospectus. During the Offer period, any person may obtain a hard copy of the Prospectus by contacting the Company. This Prospectus does not constitute an issue or invitation in any place in which, or to any person to whom, it would not be lawful to do so. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and any person into whose possession this Prospectus comes (including nominees, trustees or custodians) who would, or otherwise intend to, forward this Prospectus to any jurisdiction outside Australia should seek appropriate advice before taking any action. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the Shares, or the Offer, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia. No person is authorised to give any information or to make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised in connection with the Offer. The Company reserves the right to refuse any Application, including an Application from a person where the Company has reason to believe that when the person was given the Application Form he was not provided with a complete and unaltered copy of this Prospectus and any relevant supplementary or replacement Prospectus. If you have received an Application Form without a complete and unaltered copy of this Prospectus, please contact the Company who will send you, free of charge, either a printed or electronic version of this Prospectus. The Corporations Act 2001 prohibits any person passing an Application Form on to another person unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered electronic version of this Prospectus. Potential investors should read this Prospectus in its entirety before making an investment decision. Shares offered by this Prospectus should be considered speculative. Potential investors should consider the risk factors that may affect the financial performance of the Company. A summary of these factors is contained in Section 11.
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