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SILVER STONE RESOURCES LIMITED (TO BE RENAMED “ORECORP LIMITED”) ACN 147 917 299

PROSPECTUS

For an offer of 25,000,000 Shares at an issue price of $0.20 per Share to raise $5,000,000.

This Prospectus is a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for re-listing following a change to the nature and scale of the Company’s activities.

The Offer is fully underwritten by:

GMP Securities Australia Pty Ltd AFSL No: 403684

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 highly speculative.

CONTENTS

1. CORPORATE DIRECTORY ...... 2 2. IMPORTANT NOTICE ...... 4 3. INVESTMENT OVERVIEW ...... 6 4. PROPOSED CHAIRMAN’S LETTER ...... 27 5. DETAILS OF THE OFFER ...... 28 6. COMPANY AND PROJECT OVERVIEW ...... 31 7. RISK FACTORS ...... 40 8. INDEPENDENT GEOLOGIST’S REPORT ...... 46 9. FINANCIAL INFORMATION...... 138 10. INVESTIGATING ACCOUNTANTS’ REPORT ...... 152 11. TITLE REPORTS ON THE PROJECTS – ETHIOPIA AND MAURITANIA ...... 155 12. DIRECTORS AND CORPORATE GOVERNANCE ...... 200 13. MATERIAL CONTRACTS ...... 214 14. ADDITIONAL INFORMATION ...... 224 15. DIRECTORS’ AUTHORISATION ...... 234 16. GLOSSARY ...... 235

3106-01/877607_8 1 1. CORPORATE DIRECTORY

Existing Board of Directors Registered Office

Tony Grist Ground Floor Non-Executive Chairman 1 Havelock Street West Perth WA 6005 Stephen Anastos Non-Executive Director Telephone: + 61 8 9488 5220 Facsimile: +61 8 9322 7602 Jeremy Bond Non-Executive Director Email: [email protected]

Website: Proposed New Board of Directors www.silverstoneresources.com.au

Craig R Williams Proposed Non-Executive Chairman Share Registry*

Matthew Yates Computershare Investor Services Pty Proposed CEO and Managing Director Limited ABN 48 078 279 277 George Bennett Level 2, Reserve Bank Building Proposed Non-Executive Director 45 St Georges Terrace Perth WA 6000 Michael Klessens Proposed Non-Executive Director Telephone: 1300 787 272 Facsimile: +61 8 9323 2033 Alastair Morrison Proposed Non-Executive Director Independent Geologist Tony Grist Proposed Non-Executive Director CSA Global (UK) Limited 2 Peel House Barttelot Road Existing Joint Company Secretaries Horsham Road, RH12 1DE

Rebecca Sandford Auditor* Shannon Robinson RSM Bird Cameron Partners 8 St Georges Terrace Proposed Joint Company Secretaries Perth WA 6000

Shannon Robinson Investigating Accountant Luke Watson Deloitte Touche Tohmatsu Level 14, 240 St Georges Terrace Perth WA 6000

3513-03/877607_8 2 Current ASX Code Underwriter and Lead Manager

SSZ GMP Securities Australia Pty Ltd Level 9, 190 St Georges Terrace Australian Solicitors Perth WA 6000

Steinepreis Paganin Ethiopian Solicitors Level 4, The Read Buildings 16 Milligan Street Teshome Gabre-Mariam Bokan Perth WA 6000 P.O. Box 101485 Abiyot Branch Addis Ababa Ethiopia

Mauritanian Solicitors

Cheikhany Jules Law Office E.Nord 504 palais des congrés Nouakchott-Mauritanie BP : 40034

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

3513-03/877607_8 3 2. IMPORTANT NOTICE

This Prospectus is dated 30 January 2013 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 this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative.

2.1 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 Shares 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.

2.2 Web Site – Electronic Prospectus

A copy of this Prospectus can be downloaded from the website of the Company at www.silverstoneresources.com.au. If you are accessing the electronic version of this Prospectus for the purpose of making an investment in the Company, you must be an Australian resident and must only access this 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. You may obtain a hard copy of this Prospectus free of charge by contacting the Company.

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.

2.3 Forwarding-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

3513-03/877607_8 4 These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 7 of this Prospectus.

2.4 Photographs and Diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

2.5 Competent Person’s Statement

The information in this Prospectus that relates to Exploration Results and Mineral Resources is based on information compiled by Matthew Yates, who is a member of The Australian Institute of Geoscientists. Mr Yates 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 2004 Edition of the JORC Code. Mr Yates consents to the inclusion in this Prospectus of the matters based on his information in the form and context in which it appears. Mr Yates has not withdrawn his consent prior to the lodgement of this Prospectus with the ASIC.

3513-03/877607_8 5 3. INVESTMENT OVERVIEW

This section is a summary only and 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.

3.1 The Company

Silver Stone Resources Limited (to be renamed “OreCorp Limited”) ( Silver Stone or the Company ) is an Australian public company listed on the Official List of the ASX (ASX Code: SSZ). The Company has previously been focused on gold exploration in Western Australia and has a 100% interest in the Cheriton’s East Project, located 48km south-east of Marvel Loch in the Eastern Goldfields of Western Australia, prospective for gold mineralisation. The Company was incorporated in January 2011 and was admitted to the official list of the ASX on 4 August 2011.

Since listing on ASX, the Company has been actively seeking to identify and evaluate potential new strategic investment opportunities in Australia and overseas suitable for acquisition and development by the Company.

As announced on 20 December 2012, the Company has entered into an implementation agreement ( Agreement ) to acquire 100% of the issued share capital of OreCorp Limited (ACN 144 012 395) ( OreCorp ), an unlisted Australian public company ( Acquisition ).

OreCorp’s key projects are the Yubdo – Ursa Project in Ethiopia, prospective for gold, nickel, chromium and platinum and the Akjoujt South Project in Mauritania, prospective for gold, nickel and copper. OreCorp also holds a right to acquire up to a 90% interest in the Oua Oua Project in Mauritania, prospective for gold and base metals (together, the Projects ).

As at the date of this Prospectus, OreCorp has advised the Company that all transfer forms in favour of Silver Stone have been signed by the Vendors. Each of these offers however is conditional upon completion occurring in accordance with the terms of the Agreement.

In exchange for the Company acquiring 100% of the issued shares and options in OreCorp, the Company will issue by way of consideration, on a post- Consolidation basis, 66,190,317 Shares and 4,099,999 Options ( Consideration Securities ) to the OreCorp shareholders and option holders (in proportion to their existing holdings in OreCorp).

As at the date of this Prospectus, the remaining conditions precedent under the Agreement is as follows:

(a) the Company meeting the minimum subscription under the Prospectus; and

(b) the Company re-complying with the requirements of Chapters 1 and 2 of the ASX Listing Rules.

A summary of the Agreement is set out in Section 13.1 of this Prospectus.

A summary of the Projects is set out in Section 6.2 of this Prospectus and more detailed information is included in the Independent Geologist’s Report in Section 8 of this Prospectus.

3513-03/877607_8 6 In the event that the Acquisition proceeds, the Company is likely to divest its interest in the Cheriton’s East Project located in the Eastern Goldfields of Western Australia. As a result, no material information on the Cheriton’s East Project is included in this Prospectus.

3.2 Effect of the Acquisition

The effect of the Acquisition is that the nature and scale of the activities of the Company will change as the Company proposes to focus on exploration of its Ethiopian and Mauritanian Projects following completion. The acquisition of OreCorp is an event which requires the Company to re-comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules, including seeking Shareholder approval to the acquisition of the OreCorp shares, issuing a prospectus, consolidating its capital and obtaining Shareholder spread in accordance with those rules.

Shareholder approval with respect to all resolutions relating to the Acquisition was obtained at the General Meeting held on 22 January 2013.

The effect of the Acquisition is set out in the capital structure table at Section 3.9, and in the Financial Information section set out in Section 9 of this Prospectus which sets out the pro-forma balance sheet of the Company as at 30 November 2012.

3.3 Business Model and New Business Development

OreCorp’s key projects are the Yubdo – Ursa Project in Ethiopia, prospective for gold, nickel, chromium and platinum and the Akjoujt South Project, prospective for gold, nickel and copper in Mauritania. OreCorp also holds a right to acquire up to a 90% interest in the Oua Oua Project in Mauritania, prospective for gold- base metals ( Projects ). The Company proposes to conduct an extensive exploration programme on the Projects, including drill testing of the key prospects.

The proposed Board and management team has extensive experience in the resources industry in Africa, including experience in exploration, development and mining operations. Upon re-instatement to trading on the ASX, the Company will utilise this experience to identify, pursue and assess resource opportunities, including potential acquisitions, joint ventures, or investments in the resources sector, which may enhance Shareholder value. In particular, the Company intends to pursue new opportunities to increase its mineral exploration project portfolio in Africa. In this regard, the Company has and will engage consultants in these regions for the purposes of realising any potential opportunities it identifies. As an incentive to perform, consultants may be paid cash, issued securities, or a combination of both.

The acquisition of projects (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee) after only limited due diligence and prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or be successful. If a proposed acquisition is not completed, monies already advanced may not be recoverable, which may have a material adverse effect on the Company.

If an acquisition is completed, the Board will need to reassess, at that time, the funding allocated to current projects and new projects, which may result in the Company reallocating funds from other projects and/or the raising of additional capital (if available). Furthermore, notwithstanding that an acquisition may

3513-03/877607_8 7 proceed upon the completion of due diligence, the usual risks associated with the new project/business activities will remain.

Where appropriate, the Company may dispose of its interest in an existing project (or application) either in part or in whole if it considers that the proceeds on disposal can be used to fund either acquisitions or development activities which may be more appropriate for the Company to pursue.

Further details relating to the proposed exploration strategy and budget on the Projects is set out in the Independent Geologist’s Report in Section 8 of this Prospectus.

The Company’s main focus over the next 24 months will be to systematically explore the Projects for gold and base metals mineralisation with the aim of defining a JORC compliant Mineral Resource estimate.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses.

3.4 Summary of the Offer

By this Prospectus, the Company invites investors to apply for 25,000,000 Shares at an issue price of $0.20 per Share to raise $5,000,000.

The Offer is fully underwritten by GMP Securities Australia Pty Ltd.

Given that the Offer is fully underwritten, the minimum subscription under this Prospectus is $5,000,000 (being the full subscription).

Completion of the Offer under this Prospectus is subject to:

(a) the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules;

(b) the Company raising the minimum subscription; and

If these conditions are not met, the Company will not proceed with the Offer and will repay all application monies received, without interest and in accordance with the Corporations Act.

The Shares offered under this Prospectus will rank equally with the existing Shares on issue.

Further details of the Offer are set out in Section 5 of this Prospectus.

3.5 Indicative Timetable

As a result of the Consolidation and the change of nature and scale of activities, the securities of the Company have been placed into voluntary suspension since the day of the General Meeting, and trading will be re-instated following the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules. An indicative timetable of events relating to the transaction is outlined below. The timetable is indicative only and is subject to change without notice. The

3513-03/877607_8 8 Company reserves the right to extend the Closing Date or close the Offer early without notice.

Event Date

General Meeting to approve Acquisition and Change in 22 January 2013 Nature and Scale of Activities

Suspension of Silver Stone’s securities from trading on ASX at 22 January 2013 the opening of trading

Ex Date – Consolidation 24 January 2013

Lodgement of Prospectus with the ASIC 30 January 2013

Consolidation Record Date 31 January 2013

Despatch Date – Consolidation 7 February 2013

Opening of Offer under the Prospectus 7 February 2013

Closing Date of Offer under the Prospectus 19 February 2013

Completion of Acquisition and issue of Shares under Offer 26 February 2013

Anticipated date the suspension of trading is lifted and Silver 4 March 2013 Stone’s securities commence trading again on ASX

3.6 Purpose of the Offer

The purpose of the Offer is to provide additional funds to enable the Company to:

(a) complete the acquisition of OreCorp;

(b) meet the requirements of the ASX and satisfy Chapters 1 and 2 of the ASX Listing Rules; and

On completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

3.7 Estimated Exploration Budget

The table below is a statement of current intentions of the Board as of the date of this Prospectus. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

Item Year 1 Year 2 A$’000 A$’000 Exploration personnel 1,011.6 1,112.8 Geophysics 250.0 262.5 Drilling & on costs 902.0 2,255.0

3513-03/877607_8 9 Geochemistry & assay 346.8 617.6 Tenement costs & licence 89.8 98.8 administration Exploration equipment 162.2 178.4 Other in-country 359.6 395.7 operational & support costs Total 3,122.1 4,920.8

3.8 Use of Funds

The table below sets out the intended application of funds raised under the Prospectus over a two year period (from the date of reinstatement to trading on the ASX) on the basis of the Company raising the full subscription ($5,000,000).

Full Subscription ($) Percentage of Funds Funds available ($5,000,000) (%) Existing cash reserves 1 8,911,221 64.06% Funds raised from the Offer 5,000,000 35.94% Total 13,911,221 100% Allocation of funds Expenses of the Offer 2 822,867 5.92% Exploration Expenditure 8,042,872 57.82% Administration costs 2,362,500 16.98% Project Generation 750,000 5.39% Working capital 1,932,982 13.89% Total 13,911,221 100%

1 Refer to the Financial Information set out in Section 9 of this Prospectus for further details.

2 Refer to Section 3.25 of this Prospectus for further details.

3 Refer to the Independent Geologist’s Report in Section 8 of this Prospectus for further information on the planned exploration activities and expenditure budget for the Projects.

The above table is a statement of current intentions of the Board as of the date of this Prospectus. 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 completion of the Offer, the Board believes the Company will have sufficient working capital to achieve these objectives.

3.9 Capital Structure

The capital structure of the Company following completion of the Offer (assuming full subscription) and the Acquisition is summarised below 1:

3513-03/877607_8 10 Shares 2 Number Shares on issue 3 22,222,501 Shares to be issued to the Vendors 4 66,190,317 Shares to be issued pursuant to the Offer 25,000,000 Total Shares on completion of the Offer 113,412,818

Options Number Options currently on issue 5, 6 7,805,625 Options to be issued to the Vendors 7 4,099,999 Options to be issued pursuant to the Offer Nil Total Options on completion of the Offer 11,905,624

Notes:

1 All figures above are on a post-Consolidation basis and are subject to rounding.

2 The rights attaching to the Shares are summarised in Section 14.3 of this Prospectus.

3 Assumes no further Shares are issued, and no Options are exercised prior to completion of the Acquisition, other than as set out above.

4 Further details are included in Section 13.1 of this Prospectus.

5 Assumes that no Options are exercised.

6 Approximately 5,930,625 of these Options are listed and each exercisable at $0.2667 on or before 7 May 2015 and the balance of 1,875,000 options are unlisted and each exercisable at $0.40 on or before 22 March 2016.

7 Each Option will be unquoted and is exercisable at $0.2667 on or before 30 June 2015. Further details are included in Section 13.1 of this Prospectus. The rights attaching to the Options are summarised in Section 14.4 of this Prospectus.

3.10 Change in Nature and Scale of Activities

As outlined in more detail in Section 13.1 of this Prospectus, the Company has entered into the Implementation Agreement to acquire OreCorp Limited.

The purchase of OreCorp is an event which requires the Company to re-comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules, including seeking Shareholder approval for a change in the nature and scale of activities (which was obtained at the General Meeting held on 22 January 2013). This Prospectus is issued to assist the Company to re-comply with these requirements.

The Company’s Shares were suspended from Official Quotation on the ASX on the date of the General Meeting and will not be reinstated until ASX approves the Company’s re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares on the ASX. In the event the Company does not receive conditional approval for re-quotation on the ASX then the Company will not proceed with the Offer and will repay all application monies received. In this instance, the Implementation Agreement would automatically terminate and the acquisition of OreCorp would not proceed.

3513-03/877607_8 11 3.11 Key Investment Highlights

(a) The Company has entered into a binding agreement to acquire 100% of OreCorp, which in turn holds various interests in gold and base metals projects located in the emerging exploration regions, Ethiopia and Mauritania. On completion of the Acquisition, the Company will become a gold and base metals exploration company with interests in Ethiopia, Mauritania and Western Australia.

(b) Upon successful raising under the Offer, the merged entity will have approximately $13,088,354 cash (after allowing for expenses of the Offer), and no debt, to pursue its exploration strategy. This will equate to a cash backing per share of approximately 11.5 cents.

(c) The Company's proposed new Board of Directors and management have significant corporate, technical and operational experience in exploration and mine development on the African continent, which has resulted in the creation of significant shareholder value (see Section 3.15).

(d) Early exploration results have been promising and have identified a number of ready to drill targets in Ethiopia and Mauritania (see Section 6.2).

(e) In addition, the Company will actively evaluate and pursue new acquisition and joint venture opportunities in the resources sector in Africa. Evaluation of these new opportunities is ongoing. The Company has not yet entered into any agreements in respect of these projects and there is no guarantee that it will do so in the future.

3.12 Key Risks

The business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of the Company.

The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can effectively manage them is limited.

Set out below are specific risks that the Company is exposed to. Further risks associated with an investment in the Company are outlined in Section 7 of this Prospectus.

Re-Quotation of Shares on ASX

The acquisition of the Projects constitutes a significant change in the nature and scale of the Company’s activities and the Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List of the ASX.

The Company’s Shares and Options were suspended from Official Quotation on the ASX on 22 January 2013, being the date of the General Meeting to approve the transaction associated with a change in the nature and scale of the Company’s activities. The Company’s Shares and Options will not be reinstated

3513-03/877607_8 12 to Official Quotation until ASX approves the Company’s re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Shares and Options on the ASX. Should this occur, the Shares and Options will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders and Optionholders may be prevented from trading their Shares and Options should the Company be suspended until such time as it does re-comply with the ASX Listing Rules.

Dilution Risk

The Company currently has 22,222,501 Shares on issue (on a post-Consolidation basis). On completion of the Acquisition, the Company proposes to issue a further 91,190,317 Shares and 4,099,999 Options (on a post-Consolidation basis).

If all these Shares are issued and Options exercised (and provided no other Shares are issued or Options exercised), the interests of Shareholders in the Company will be diluted by approximately 81% on a post-Offer (post- Consolidation) basis. There is also a risk that the interests of Shareholders will be further diluted as a result of future capital raisings required in order to fund the Projects.

Restricted Securities

Subject to the Company’s securities being reinstated to trading on the Official List of ASX, certain securities to be issued as part of the Acquisition will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of reinstatement. During the period in which these securities are prohibited from being transferred, trading in securities may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

The Company will announce to the ASX full details (quantity and duration) of the securities required to be held in escrow prior to the Company’s securities being reinstated to trading on ASX.

Limited history

The Company was incorporated in January 2011 and its operational and financial historical performance is limited. No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Until the Company is able to realise value from its projects, it is likely to incur ongoing operating losses.

Contractual Risk

Pursuant to the Agreement, the key terms of which are summarised in Section 13.1 of this Prospectus, the Company has agreed to acquire 100% of OreCorp (and in turn its interests in the Projects) subject to the fulfilment of certain conditions, including the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List of the ASX.

The ability of the Company to achieve its stated objectives will depend on the performance by OreCorp of its respective obligations under the Agreement. If OreCorp defaults in the performance of its obligations, the Agreement may be terminated and it may be necessary for the Company to approach the Court to

3513-03/877607_8 13 seek a legal remedy. Legal action can be costly and there can be no guarantee that a legal remedy will ultimately be granted on appropriate terms.

Joint Venture Risk

OreCorp Mauritania SARL, a wholly owned subsidiary of OreCorp is party to a joint venture agreement with Peaks Metals & Mining Technology Co w.I.I ( Peaks ), as summarised in Section 13.2 of this Prospectus, in relation to Mauritanian licences 335B2, 813B2, 814B2 and 815B2 (prospective for gold and base metals).

The Company (via its acquisition of OreCorp) is subject to the risk that changes in the status of this joint venture (including changes caused by financial failure or default by Peaks) may adversely affect its Mauritanian interests and thus the future operations and performance of the Company.

Sovereign Risk

The operations in Mauritania and Ethiopia are exposed to various levels of political, economic and other risks and uncertainties. Mauritania and Ethiopia are developing African countries which have successfully evolved over the past decade into having an established and expanding mining industry. There are, however, risks attaching to exploration and mining operations in a developing country which are not necessarily present in a developed country. These risks and uncertainties vary from country to country and include, but are not limited to, economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations that require the employment of local staff or contractors or require other benefits to be provided to local residents.

Mauritania’s Government is a military junta and the country has experienced a number of bloodless coups since 2005. The country continues to experience ethnic tensions among its black population (Afro-Mauritanians) and white and black Moor (Arab-Berber) communities, and is having to confront a growing terrorism threat by al-Qa'ida in the Islamic Maghreb (AQIM). Recent military activity and terrorist attacks in north-west Africa have the potential to be destabilising both across the region and in Mauritania and may ultimately have a direct impact on the Company’s proposed activities in Mauritania.

Similarly, Ethiopia has experienced a number of bloody coups since 1974, uprisings, wide-scale drought, and massive refugee problems. However, a constitution was adopted in 1994, and Ethiopia's first multiparty elections were held in 1995. Since 1995, Ethiopia has gradually evolved into a multi-party democracy. A border war with Eritrea late in the 1990s ended with a peace treaty in December 2000. In November 2007, the Eritrea-Ethiopia Border Commission (EEBC) issued specific coordinates as virtually demarcating the border and pronounced its work finished. Alleging that the EEBC acted beyond its mandate in issuing the coordinates, Ethiopia has not accepted them and has not withdrawn troops from previously contested areas pronounced by the EEBC as belonging to Eritrea. As a consequence, tensions between the two countries remain and there have been a number of terrorism threats attributed to the Eritreans in recent years.

3513-03/877607_8 14 The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity.

Any future material adverse changes in government policies or legislation in Mauritania or Ethiopia that affect foreign ownership, mineral exploration, development or mining activities, may affect the viability and profitability of the Company. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, local economic empowerment or similar policies, employment, contractor selection and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements. The occurrence of these various factors adds uncertainties that cannot be accurately predicted and could have an adverse effect on the Company’s operations or profitability.

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company and you should refer to the additional risk factors in Section 7 of this Prospectus before deciding whether to apply for Shares pursuant to this Prospectus.

3.13 Financial Information

The Company was incorporated in January 2011 and its operational and financial historical performance is limited.

As a result, the Company is not in a position to disclose any key financial ratios other than its statement of financial position which is included in the Financial Information section set out in Section 9 of this Prospectus.

The initial funding for the Company’s future activities will be generated from the offer of Shares pursuant to this Prospectus. Based upon the success of exploration activities, the Company may also raise further funding from equity raisings in the future to develop the Projects further. If the Company’s proposed exploration is successful and the Company chooses to develop its projects then the Company may also consider debt funding.

3.14 Existing Board of Directors

Tony Grist Non-Executive Chairman Qualifications – B.Com, FINSIA, AICD

Mr Grist is a founding partner of Albion Capital Partners, a Perth based venture capital investor and consultancy company, and co-founder and Chairman of Amcom Telecom. Until recently, he was a director of iiNet, Australia’s second largest internet broadband provider, for approximately five years.

Mr Grist is a fellow at both the Australian Institute of Company Directors (AICD) and the Financial Services Institute of Australasia (FINSIA). He holds a Bachelor of Commerce from the University of Western Australia and a Post Graduate Diploma in Applied Finance from FINSIA.

Mr Grist fulfils the role of an independent director as he is free from any business or other relationship that could materially interfere with, or reasonably be

3513-03/877607_8 15 perceived to materially interfere with, the independent exercise of his judgement.

Mr Grist will be the only existing Board member to remain on the Board of the Company post-completion.

Mr Stephen Anastos Non-Executive Director Qualifications – Dip Applied Finance FINSIA

Mr Anastos holds a Diploma of Applied Finance from the Financial Services Institute of Australasia (FINSIA). Mr Anastos spent 12 years as a stockbroker with a national broking firm. During that time he gained valuable experience in capital raisings, corporate advice and company structuring. As a broker, he was acutely involved in first stage development of Aquarius Platinum Ltd and Anvil Mining Ltd. Mr Anastos has also been a cofounder of numerous companies and advised on the establishment of Mirabela Nickel Ltd and Orchard Petroleum Ltd.

It is intended that Mr Anastos will resign as a director of the Company on completion of the Acquisition.

Mr Jeremy Bond Non-Executive Director Qualifications – BCom, BEcons, BArts

Mr Bond graduated from the University of Western Australia with a Bachelor of Commerce (Accounting and Finance), Bachelor of Economics (International Banking) and Bachelor of Arts (Political Science). Mr Bond is currently a fund manager and founder of Terra Capital, a small cap natural resource fund based in Australia. This fund invests in both public and private resource deals throughout the world.

Mr Bond is currently a non-executive director of Silver Stone Resources Limited and was formerly a director of Black Mountain Resources Limited (resigned August 2011).

It is intended that Mr Bond will resign as a director of the Company on completion of the Acquisition.

3.15 Proposed New Board of Directors

Approval was obtained at a meeting of Shareholders held on 22 January 2013 to appoint Messrs Williams, Yates, Bennett, Klessens and Morrison to the Company, to take effect following completion of the Acquisition.

Craig R Williams Non-Executive Chairman Qualifications – B.Sc. (Hons), MAIG, MAusImm

Mr Williams is a geologist with over 35 years experience in mineral exploration and mine development. He was the President and CEO of Equinox Minerals Limited, a dual listed TSX - ASX resources company which he co-founded in 1993 with the late Dr Bruce Nisbet. He was instrumental in the financing and development of the major Lumwana Copper mine in Zambia which resulted in Equinox being one of the world’s top 20 copper producers. Following the ramp up of Lumwana, Equinox embarked on an acquisition program that resulted in the takeover of the Citadel Resource Group for $1.2 billion, targeting development of the Jabal Sayid Mine in Saudi Arabia. Equinox was taken over in

3513-03/877607_8 16 mid-2011 by Barrick Gold Corporation for $7 billion, bringing to an end a challenging and exciting 18 year history at Equinox. Mr Williams joined the Board of OreCorp as Chairman in December 2011.

Mr Williams will fulfil the role of an independent director as he is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of his judgement.

Matthew Yates CEO and Managing Director Qualifications – B.Sc. (Hons.), MAIG

Mr Yates is a geologist with over 20 years industry experience, covering most facets of exploration from generative work to project development. Most recently, he was the Joint Managing Director of Mantra Resources Limited and was instrumental in the acquisition of a number of uranium projects, including Mkuju River (Tanzania), Kariba (Zambia) and Mavuzi (Mozambique). He has worked in Australia and southern, east and west Africa, Central Asia and the Gulf Region. He managed the exploration teams at Nimary and Buhemba gold projects in Western Australia and Tanzania respectively.

Mr Yates has an applied technical background and has held senior positions for over fifteen years, including resident Exploration Manager in Tanzania for Tanganyika Gold Limited.

George Bennett Non-Executive Director Qualifications – Member of the Johannesburg Stock Exchange ('JSE')

Mr Bennett resides in South Africa and has extensive industry experience and contacts throughout Africa. He has approximately 20 years experience in the investment banking industry, initially as a partner of Fergusson Bros, then Simpson McKie before it was acquired by HSBC Securities in 1998. He was previously Head of Mining Research Sales and Executive Director of HSBC (South Africa). Mr Bennett was also a Member of the JSE for 18 years.

After leaving investment banking, Mr Bennett was CEO of Shanta Gold Limited (a Tanzanian focussed exploration company) from 2004 to 2006, during which time he listed the Company on London’s AIM Stock Exchange.

In February 2006, Mr Bennett became a founder and CEO of MDM Engineering, a South African based minerals process engineering and project management company. MDM was established in 2006 with US$2 million and then listed on London’s AIM Stock Exchange in 2008 with a peak market capitalisation of US$140 million. Mr Bennett remains an Executive Director of MDM.

Mr Bennett will fulfil the role of an independent director as he is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of his judgement.

Michael Klessens Non-Executive Director Qualifications - B.Bus., CPA, MAICD

3513-03/877607_8 17 Mr Klessens is a CPA with over 22 years practical financial and management experience, particularly within the resources industry. This experience has involved all areas of corporate and treasury management, project financing, capital raisings, mergers and acquisitions, dual listings, feasibility studies and establishment of systems and procedures for new mining operations.

For the past 10 years, Mr Klessens was Vice President - Finance and Chief Financial Officer of Equinox Minerals Limited, a dual listed TSX - ASX resources company which developed the major Lumwana Copper mine in Zambia which resulted in Equinox being one of the world’s top 20 copper producers. Following the ramp up of Lumwana, Equinox embarked on an acquisition program that resulted in the takeover of the Citadel Resource Group for $1.2 billion, targeting development of the Jabal Sayid Mine in Saudi Arabia. Equinox was taken over in mid-2011 by Barrick Gold Corporation for $7 billion.

Prior to Equinox Mr Klessens held senior positions in mid-tier Australian resource companies primarily focused on gold. Michael joined the Board of OreCorp as Director in March 2012.

Mr Klessens will fulfil the role of an independent director as he is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of his judgement.

Alastair Morrison Non-Executive Director Qualifications – MSc (Hons), Grad Dip App Fin & Inv, MAIG, GAICD

Mr Morrison is a geologist with more than 20 years experience in mineral exploration and investment. After graduating from university he worked for more than six years in Australia as an exploration geologist, initially around Western Australia, then for North Flinders Mines in the Northern Territory during the initial development of the +5 million ounce Callie gold deposit.

From 1996-2003 he worked in Tanzania for East African Gold Mines Limited at the North Mara Gold Project in Tanzania. He was responsible for the management of exploration, during the delineation of more than 5 million ounces of resources, including the discovery of the high-grade Gokona gold deposit. In later years, he had additional responsibilities for all in-country development activities, through feasibility and permitting until the commencement of construction. East African Gold Mines was acquired by Placer Dome Inc. in mid-2003 for US$252 million.

Since 2004, he has worked as an investment analyst for a private, resource- oriented investment fund evaluating and investing in mining projects around the world.

Mr Morrison will fulfil the role of an independent director as he is free from any business or other relationship that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of his judgement.

Tony Grist Non-Executive Director

Please refer to Mr Grist’s profile summarised in Section 3.14 above.

3.16 Management and Consultants

3513-03/877607_8 18 The Company is aware of the need to have sufficient management to properly supervise the exploration and (if successful) for the development of the projects in which the Company has, or will in the future have, an interest and the Board will continually monitor the management roles in the Company. As the projects require an increased level of involvement the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company’s projects.

Existing Management and Consultants

Shannon Robinson Joint Company Secretary Qualifications - LLB, B.Com (Accounting), ACIS, AICD

Ms Robinson is an employee of Okap Ventures. Ms Robinson specialises in providing corporate advice in relation to acquisitions, takeovers, capital raisings, listing of companies including on ASX and AIM, due diligence reviews and compliance and managing legal issues associated with the activities undertaken by Okap Ventures' clients. Ms Robinson acts as the company secretary of a number of ASX and AIM listed companies. Ms Robinson is an associate of the Chartered Secretaries Australia and a member of AMPLA and has previously worked as a corporate lawyer at boutique law firms.

Rebecca Sandford Joint Company Secretary Qualifications - B. Bus

Ms Sandford is an employee of Okap Ventures. Okap Ventures specialise in corporate advisory and financial management services. Ms Sandford’s experience at Okap Ventures includes acquisitions, takeovers, capital raisings, listing of companies on ASX, due diligence reviews and compliance. Ms Sandford acts as the company secretary of a number of ASX and AIM listed companies. Ms Sandford is a member of the Chartered Secretaries Australia.

Proposed Management and Consultants

It is proposed that Luke Watson will be appointed Joint Company Secretary following completion of the Acquisition to share this position with Shannon Robinson, and that Rebecca Sandford will resign thereafter.

Luke Watson CFO & Joint Company Secretary Qualifications - B.Bus, CA, ACIS, SA Fin

Mr Watson is a Chartered Accountant, a Chartered Secretary and a Senior Associate of the Financial Services Institute of Australia. He has significant corporate experience, including mergers & acquisitions, capital raisings, IPOs and dual listings on the TSX.

Most recently, Mr Watson was the CFO & Company Secretary of Mantra Resources Limited (‘Mantra’) from its $6 million IPO in October 2006 until its acquisition by ARMZ (JSC Atomredmetzoloto) for approximately $1 billion in mid- 2011.

Since 2005, Mr Watson has held senior corporate and finance positions with a number of African-focused resources companies, including Mantra and OmegaCorp Limited.

3513-03/877607_8 19 Robbie Sparrow Exploration Manager, Ethiopia Qualifications - BSc (Hons), MSc

Mr Sparrow is a geologist with over 6 years experience in mineral exploration, predominantly running remote field programmes. He holds a first class honours degree in Geology from Edinburgh (2001), an MSc in Environmental Geology with distinction from Cardiff (2003), and MSc in Mineral Exploration from Rhodes, South Africa (2007).

From 2007 to 2012, Mr Sparrow has worked in Namibia, Zambia, and Ethiopia, running sediment-hosted copper, iron-oxide copper gold, and mesothermal gold exploration programmes for Teck, Equinox and Centamin respectively.

Shannon Robinson Joint Company Secretary

Please refer to Ms Robinson’s profile summarised in this Section 3.16 above.

3.17 Disclosure of Interests

Directors are not required under the Company’s Constitution to hold any Shares. Details of the Directors’ relevant interests in the securities of the Company as at the date of this Prospectus are set out in the table below 7:

Current Interest

Existing Directors Shares Options

Jeremy Bond 307,500 1 692,001 2 Stephen Anastos 1,650,000 3 1,237,501 4 Tony Grist 1,875,000 5 1,458,876 6

Notes:

1 270,000 Shares are escrowed until 1 August 2013.

2 375,000 unlisted options exercisable at $0.40 on or before 22 March 2016 and 317,001 listed options exercisable at $0.2667 on or before 7 May 2015.

3 1,485,000 Shares are escrowed until 1 August 2013.

4 750,000 unlisted options exercisable at $0.40 on or before 22 March 2016 and 487,501 listed options exercisable at $0.2667 on or before 7 May 2015.

5 1,350,000 Shares are subject to escrow until 1 August 2013.

6 750,000 unlisted Options exercisable at $0.40 on or before 22 March 2016 and 708,876 listed Options exercisable at $0.2667 on or before 7 May 2015.

7 Unless otherwise stated, all figures above are on a post-Consolidation basis.

Post-Completion Interest

3513-03/877607_8 20 Former Directors Shares Options Jeremy Bond 307,500 1 692,001 2 Stephen Anastos 1,650,000 3 1,237,501 4

Notes:

1 270,000 Shares are escrowed until 1 August 2013.

2 375,000 unlisted options exercisable at $0.40 on or before 22 March 2016 and 317,001 listed options exercisable at $0.2667 on or before 7 May 2015.

3 1,485,000 Shares are escrowed until 1 August 2013.

4 750,000 unlisted options exercisable at $0.40 on or before 22 March 2016 and 487,501 listed options exercisable at $0.2667 on or before 7 May 2015.

Proposed New Directors Shares Options % (Full Subscription) 6 Craig R Williams 1,149,990 7 2,000,000 2 1.01% Matthew Yates 10,124,752 8 Nil 8.93% George Bennett 5,124,875 9 Nil 4.52% Michael Klessens 1,250,000 10 1,000,000 2 1.10% Alastair Morrison 5,124,875 11 Nil 4.52% Tony Grist 5 1,875,000 3 1,458,876 4 1.65%

Notes:

1 Unless otherwise stated, all figures above are on a post-Consolidation basis.

2 Unlisted Options exercisable at $0.2667 on or before 30 June 2015.

3 1,350,000 Shares are subject to escrow until 1 August 2013.

4 750,000 unlisted Options exercisable at $0.40 on or before 22 March 2016 and 708,876 listed Options exercisable at $0.2667 on or before 7 May 2015.

5 Mr Grist will be the only existing director to remain on the Board of the Company post- completion.

6 These calculations are on the basis that no other Shares are issued or Options exercised.

7 This figure includes the proposed subscription of 750,000 Shares under this Offer.

8 This figure includes the proposed subscription of 125,000 Shares under this Offer.

9 This figure includes the proposed subscription of 125,000 Shares under this Offer.

10 This figure includes the proposed subscription of 1,250,000 Shares under this Offer.

11 This figure includes the proposed subscription of 125,000 Shares under this Offer.

12 Some of the proposed new directors (namely Messrs Yates, Morrison and Bennett) will have a portion of their existing shareholdings escrowed, in accordance with the ASX Listing Rules.

3.18 Remuneration

3513-03/877607_8 21 The annual remuneration (inclusive of superannuation) payable to each of the Directors (and proposed Directors) for the financial year ended 30 June 2012 and for the current financial year as the date of this Prospectus is as follows:

Existing Directors Remuneration for financial Current Annual Remuneration Proposed Annual year ended 30 June 2012 ($) Remuneration ($) ($) Tony Grist 49,960 50,000 40,000 Jeremy Bond 34,970 35,000 Nil Stephen Anastos 34,970 35,000 Nil

Proposed New Remuneration for financial Current Annual Remuneration Proposed Annual Directors year ended 30 June 2012 ($) Remuneration ($) ($)

Tony Grist 2 49,960 50,000 40,000 Craig R Williams 1 Nil Nil 50,000 Matthew Yates 1 Nil Nil 272,500 George Bennett 1 Nil Nil 40,000 Michael Klessens 1 Nil Nil 40,000 Alastair Morrison 1 Nil Nil 40,000

Notes:

1 Approval was obtained at a meeting of Shareholders held on 22 January 2013 to appoint Messrs Williams, Yates, Bennett, Klessens and Morrison to the Company, to take effect following completion of the Acquisition.

2 Please note, Forrest Capital Partners Pty Ltd ( Forrest Capital ) proposes to sub-underwrite up to $500,000 under the Offer and will receive a fee from GMP Securities of 3% of this amount ($15,000). Albion Capital Partners Pty Ltd ( Albion ), a company of which Mr Grist is a director and shareholder, provides consulting services to Forrest Capital and Albion may receive an indirect financial benefit from Forrest Capital in relation to this sub-underwriting fee. Mr Grist is neither a director nor a shareholder of Forrest Capital.

The value of the financial benefit for each Director of remuneration is set out above, the remuneration payable to each is considered to be reasonable remuneration, no member approval is required to have been sought for these payments, and it is not considered there are any specific risks associated with the payments.

3.19 Agreements with Directors or Related Parties

The Company’s policy in respect of related party arrangements is:

(a) a Director with a material personal interest in a matter is required to give notice to the other Directors before such a matter is considered by the Board; and

(b) for the Board to consider such a matter, the Director who has a material personal interest is not present while the matter is being considered at the meeting and does not vote on the matter.

Executive Service Agreement – Matthew Yates

3513-03/877607_8 22 The Company intends to enter into an executive services agreement ( Services Agreement ) with Matthew Yates, the Company’s proposed Chief Executive Officer (CEO) and Managing Director. The material terms of the Services Agreement are intended to be as follows:

(a) The employment will commence on approximately 26 February 2013 (or earlier if the parties agree) and will continue until terminated in accordance with the Services Agreement.

(b) Mr Yates will be responsible for performing the duties of a CEO and managing director as determined by the Board.

(c) Mr Yates will be paid a base salary of $250,000 per annum exclusive of superannuation ( Salary ). The Salary will be reviewed on or before 1 July each year.

(d) Mr Yates will be entitled to participate in the Company’s long term employee incentive plan.

(e) Sickness and annual leave provisions are the statutory entitlement.

(f) Standard confidentiality provisions to apply.

(g) The Services Agreement may be determined by either party giving three months written notice. If the Company gives notice, it may elect to pay Mr Yates an amount equal to the portion of the Salary in lieu of part or all of the notice period. Mr Yates may be summarily dismissed as a result of willful or fraudulent misconduct or other just cause whereupon he will receive his employment entitlements up to his date of dismissal.

Deeds of indemnity, insurance and access

The Company already has in place deeds of indemnity, insurance and access with each of its existing Directors. The Company proposes to enter into deeds of indemnity, insurance and access with its proposed new directors on completion of the Acquisition. Under these deeds, the Company will indemnify each officer to the extent permitted by the Corporations Act against any liability arising as a result of the officer acting as an officer of the Company. The Company will also be required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain circumstances.

3.20 Substantial Shareholders

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer are set out in the respective tables below.

Current Interest 1

Shareholder Shares Options Tongaat Pty Ltd 2,850,000 521,376 2 Oaktone Nominees Pty Ltd Ravenhill Investments Pty Ltd

3513-03/877607_8 23 Notes:

1 Unless otherwise stated, all figures above are on a post-Consolidation basis.

2 Listed Options exercisable at $0.2667 on or before 7 May 2015.

3 1,350,000 Shares are subject to escrow until 1 August 2013.

4 750,000 unlisted Options exercisable at $0.40 on or before 22 March 2016 and 708,876 listed Options exercisable at $0.2667 on or before 7 May 2015.

5 1,485,000 Shares are escrowed until 1 August 2013.

6 750,000 unlisted options exercisable at $0.40 on or before 22 March 2016 and 487,501 listed options exercisable at $0.2667 on or before 7 May 2015.

Post-Completion Interest 1

Shareholder Shares Options % (Full Subscription) 2 Anglo Pacific Group Limited 4 6,733,125 - 5.94% RMB Resources Ltd 4

Beacon Exploration Pty Ltd 3 5,124,877 - 4.52% METO Pty Ltd ATF 3

Notes:

1 Unless otherwise stated, all figures above are on a post-Consolidation basis.

2 These calculations are on the basis that no other Shares are issued or Options exercised.

3 Both Beacon Exploration Pty Ltd and METO Pty Ltd ATF are entities controlled by Mr Matthew Yates, therefore he is deemed to have an overall interest of 9.26%.

4 Assume that neither Anglo Pacific Group Limited nor RMB Resources Ltd acquire any additional Shares pursuant to the Offer.

The Company will announce to the ASX details of its top-20 Shareholders (following completion of the Offer) prior to the Shares commencing trading on ASX.

3.21 Restricted Securities

Subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules, certain securities to be issued as part of the Acquisition will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of reinstatement to Official Quotation. During the period in which these securities are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a timely manner.

The Company will announce to the ASX full details (quantity and duration) of the securities required to be held in escrow prior to the Shares commencing trading on ASX.

3.22 Corporate Governance

3513-03/877607_8 24 To the extent applicable, in light of the Company’s size and nature, the Company has adopted The Corporate Governance Principles and Recommendations with 2010 Amendments (2nd Edition) as published by ASX Corporate Governance Council ( Recommendations ).

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined in Section 12.2 of this Prospectus and the Company’s compliance and departures from the Recommendations (based on its proposed new board of directors) are set out in Section 12.3 of this Prospectus.

In addition, the Company’s full Corporate Governance Policies are available from the Company’s website www.silverstoneresources.com.au.

3.23 Taxation

The acquisition and disposal of Shares 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.

3.24 Dividend Policy

The Company anticipates that significant expenditure will be incurred in the evaluation and development of our Company’s new projects. These activities, together with the possible acquisition of interests in other projects, are expected to dominate the two year period following the date of this Prospectus. Accordingly, the Company does not expect to declare any dividends during that period.

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

3.25 Expenses of the Offer

The total expenses of the Offer (excluding GST) are estimated to be approximately $822,867 for the full subscription and are expected to be applied towards the items set out in the table below:

3513-03/877607_8 25 Item of Expenditure Full Subscription ($) ASIC fees 2,171 ASX fees 96,196 Underwriting Fees 300,000 Adviser’s Fees 275,000 Australian Legal Fees 50,000 Independent Geologist’s Fees 20,000 Foreign Solicitor’s Fees 4,500 Investigating Accountants’ Fees 10,000 Printing and Distribution 15,000 Miscellaneous 50,000 TOTAL $822,867

3.26 Underwriting and Lead Manager to the Offer

GMP Securities Australia Pty Limited ( GMP Securities ) has agreed to underwrite the full amount to be raised under the Offer ($5,000,000) and to act as lead manager to the Offer.

Details of the Underwriting Agreement and Corporate Advisory Mandate are set out in Sections 13.3 and 13.4.

In consideration for its services to the Company, GMP Securities will be paid the following:

(a) an underwriting fee of 5% (excluding GST) of the maximum amount to be raised under the Offer, being $250,000;

(b) a management fee of 1% (excluding GST) of the maximum amount to be raised under the Offer, being $50,000; and

(c) a success fee of 2% of the transaction value upon the successful completion of the Acquisition (to be capped at A$300,000).

The Company will also reimburse GMP Securities for all reasonable costs and expenses of and incidental to the Offer.

3513-03/877607_8 26 4. PROPOSED CHAIRMAN’S LETTER

Dear Investor,

On behalf of the proposed new Directors of Silver Stone Resources Limited (to be renamed “OreCorp Limited”) (the Company or Silver Stone ), I am pleased to present this Prospectus and invite you to become a Shareholder in the Company.

Silver Stone was incorporated in January 2011 and was admitted to the official list of the ASX on 4 August 2011. The Company has previously been focused on gold exploration in Western Australia with a 100% interest in the Cheriton’s East Project, located 48km south-east of Marvel Loch in the Eastern Goldfields of Western Australia, prospective for gold mineralisation.

As announced on 20 December 2012, the Company has entered into an implementation agreement ( Agreement ) to acquire 100% of the issued shares and options of OreCorp Limited (ACN 144 012 395) ( OreCorp ), an unlisted Australian public company ( Acquisition ).

OreCorp’s key projects are the Yubdo – Ursa Project in Ethiopia, prospective for gold and nickel, chromium, platinum and the Akjoujt South Project, prospective for gold-copper in Mauritania. OreCorp also holds a right to acquire up to a 90% interest in the Oua Oua Project in Mauritania, prospective for gold-base metals (together, the Projects ).

By this Prospectus, the Company offers investors the opportunity to subscribe for 25,000,000 Shares at an issue price of $0.20 per Share to raise $5,000,000 ( Offer ).

The Offer is fully underwritten by GMP Securities Australia Pty Ltd.

Due to the proposed change in the nature and scale of the Company’s activities, the Company is required to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

This Prospectus includes details of the Company, its assets and proposed operations, together with a statement of the risks associated with investing in Silver Stone. We recommend that you study this document carefully and, if you are interested in investing in the Company, seek independent professional advice.

The proposed new Board joins me in extending this Offer to you and we look forward to welcoming you as a Shareholder of the Company.

Yours sincerely,

Craig R Williams Proposed Non-Executive Chairman

3513-03/877607_8 27 5. DETAILS OF THE OFFER

5.1 The Offer

Pursuant to this Prospectus, the Company invites applications for 25,000,000 Shares at an issue price of $0.20 per Share to raise $5,000,000.

The Offer is fully underwritten by GMP Securities Australia Pty Ltd.

The Shares offered under this Prospectus will rank equally with the existing Shares on issue.

5.2 Minimum subscription

The minimum subscription under the Offer is $5,000,000 (being the full subscription). If the minimum subscription has not been raised within four months after the date of this Prospectus, the Company will either repay the application monies to Applicants or issue a supplementary or replacement prospectus to allow Applicants one month to withdraw their Application and be repaid their application money. No interest will be paid on this money.

5.3 Applications

Applications for Shares under the Offer must be made using the Application Form.

Applications for Shares must be for a minimum of 10,000 Shares and thereafter in multiples of 1,000 Shares and payment for the Shares must be made in full at the issue price of $0.20 per Share.

Completed Application Forms and accompanying cheques, made payable to “Silver Stone Resources Limited” and crossed “Not Negotiable”, must be mailed to the address set out on the Application Form so that it is received by no later than the Closing Date.

The Company reserves the right to close the Offer early.

5.4 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

The Company’s Shares are currently suspended from quotation on the ASX. The Company’s Shares will not be reinstated to Official Quotation until ASX approves the Company’s re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

In the event that the Company does not receive conditional approval for re- quotation on ASX, it will not proceed with the Offer and will repay all application monies received.

5.5 ASX listing

Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus.

If the Shares are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Prospectus, or such period as varied by the ASIC, the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

3513-03/877607_8 28 The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

5.6 Allotment

Subject to the minimum subscription to the Offer being reached and ASX granting conditional approval for re-quotation on the ASX, the issue of Shares offered by this Prospectus will take place as soon as practicable after the Closing Date.

Pending the allotment and issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

The Directors will determine the allottees of all the Shares in their sole discretion. The Directors reserve the right to reject any application or to allocate any applicant fewer Shares than the number applied for. Where the number of Shares issued is less than the number applied for, or where no issue is made, surplus application monies will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

Holding statements for Shares issued to the issuer sponsored subregister and confirmation of issue for Clearing House Electronic Subregister System (CHESS) holders will be mailed to Applicants being issued Shares pursuant to the Offer as soon as practicable after their issue.

5.7 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 of these 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 the Shares or otherwise permit a public offering of the Shares the subject of this Prospectus in any jurisdiction outside Australia. 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.

If you are outside Australia it is your responsibility 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 you that all relevant approvals have been obtained.

5.8 Underwriting and Lead Manager to the Offer

The Offer is fully underwritten by GMP Securities Australia Pty Ltd on the terms and conditions set out in Section 13.3. GMP Securities Australia Pty Ltd will also act as lead manager to the Offer. Details of the Corporate Advisory Mandate are set out in Section 13.4.

3513-03/877607_8 29 5.9 Additional Offer

In order to enable the secondary trading of the Shares to be issued to the Vendors (in accordance with Section 708A(11) of the Corporations Act), this Prospectus also includes an offer of an additional two (2) Shares ( Additional Offer ) at an issue price of $0.20.

The Additional Offer will remain open until that date which is three (3) months following the closing date under the Offer.

3513-03/877607_8 30 6. COMPANY AND PROJECT OVERVIEW

6.1 Background

Silver Stone Resources Limited ( Silver Stone or the Company ) is a public company listed on the Official List of the ASX (ASX code: SSZ). The Company has previously been focused on gold exploration in Western Australia and has a 100% interest in the Cheriton’s East Project, located 48km south-east of Marvel Loch in the Goldfields of Western Australia, prospective for gold mineralisation. The Company was incorporated in January 2011 and was admitted to the official list of the ASX on 4 August 2011.

As at the date of this Prospectus, OreCorp has informed the Company that fully executed transfer forms in favour of Silver Stone have been received from all the Vendors. Each of these offers however is conditional upon completion occurring in accordance with the terms of the Agreement.

In exchange for the Company acquiring 100% of the issued share capital in OreCorp, the Company will issue by way of consideration on a post- Consolidation basis, 66,190,317 Shares and 4,099,999 Options ( Consideration Securities ) to the OreCorp shareholders and option holders (in proportion to their existing holdings in OreCorp).

As at the date of this Prospectus, the remaining conditions precedent under the Agreement are as follows:

(a) the Company meeting the minimum subscription under the Prospectus; and

(b) the Company re-complying with the requirements of Chapters 1 and 2 of the ASX Listing Rules.

A summary of the Agreement is set out in Section 13.1 of this Prospectus.

A summary of the Projects is set out in Section 6.2 of this Prospectus and more detailed information is included in the Independent Geologist’s Report in Section 8 of this Prospectus.

In the event that the Acquisition proceeds, the Company is likely to divest its interest in the Cheriton’s East Project located in the Goldfields of Western Australia. As a result, no material information on the Cheriton’s East Project is included in this Prospectus.

3513-03/877607_8 31 6.2 Overview of the OreCorp Projects

On completion of the Agreement, the Company (via OreCorp) will hold a 100% interest in the Yubdo – Ursa and Werri River Projects in Ethiopia, prospective for gold, nickel, chromium and platinum, and gold – base metals respectively. In Mauritania, the Akjoujt South Project is prospective for gold, nickel and copper and the Company (via OreCorp) also holds a right to acquire up to a 90% interest in the Oua Oua Project, prospective for gold-base metals (together, the Projects ).

An intensive targeting exercise to identify suitable geological terranes in Africa led OreCorp to select Ethiopia and Mauritania as providing the right mix of geological potential, socio-political environment and opportunity for licence acquisition and cost-effective exploration. The analysis of specifically acquired in-country datasets, especially the high quality PRISM dataset in Mauritania, has highlighted areas of good discovery potential that are now the focus of OreCorp’s licence acquisition. OreCorp has developed a licence acquisition process to assist the acquisition strategy.

Although OreCorp is especially interested in gold in orogenic, vein and shear zone hosted gold settings and in gold and base metals in iron-oxide copper-gold (IOCG) as well as volcanogenic massive sulphide (VMS) deposits, the Company is aware that the limited recent exploration using modern techniques in both Ethiopia and Mauritania means that there will be many unrealised opportunities for the discovery of economically significant deposits of other commodities in a variety of other geological settings. Consequently, OreCorp intends to exploit such opportunities, provided that they can be quickly and cheaply developed to the company’s advantage without detracting from their main focus on gold and base metals.

Figure 1: Location of Projects in Ethiopia and Mauritania

ETHIOPIA

OreCorp has recognised the importance of the Arabian Nubian Shield (ANS) as a well mineralised but under explored craton. Identification and development of gold and VMS mineralisation in Egypt, Sudan, Saudi Arabia, Eritrea and Ethiopia

3513-03/877607_8 32 in the ANS has highlighted the increasing pace of resource development in the area.

OreCorp has obtained three licences and has applications for a further three licences in Ethiopia. The project areas are shown in Figure 1. OreCorp is actively seeking additional opportunities that meet its targeting criteria.

OreCorp’s projects are located in the ANS in areas that are thought to be along strike and proximal to known deposits: Tulu Kapi, Lega Dembi, Terer and Terakimti. The licence areas have been selected on the basis of favourable geology, geochemistry and structure.

Figure 2: Location Map of Ethiopian Project Areas

Yubdo Ursa Project

The Yubdo-Ursa Project comprises two granted contiguous licence areas covering 400 km 2 of Ethiopia’s Western Greenstone Belt. The licences are adjacent to Nyota Minerals Tulu Kapi Project which has a Maiden JORC- compliant Mineral Resource estimate comprising an Indicated Resource of 14.6 Mt grading 2.36 g/t for 1,108 koz of gold and an Inferred Resource of 10.3 Mt grading 2.3 g/t for 764 koz of gold, for a total Mineral Resource estimate (Indicated and Inferred) of 24.90 Mt grading 2.34 g/t for 1,872 koz of contained gold hosted in a syenite felsic intrusive. Further to the northwest in the Western Greenstone Belt, other significant discoveries include Asosa/Dish Mountain deposit made by Ascom Precious Metals as well as the Metekel deposit discovered by Midroc.

Work completed at the Yubdo-Ursa Project by OreCorp includes reconnaissance and detailed geological mapping; integration of historical mapping; regional and infill soil geochemistry and interpretation of geochemical alteration signatures. This work has identified four key geochemical anomalies to date (Figure 3) and these are discussed below.

3513-03/877607_8 33 Yubdo West Prospect (gold)

The initial phase of soil sampling generated gold in soil anomalism >3 km in length and 0.5 km width, with values ranging from 10 to 139 ppb Au. Infill and extension sampling at 200 x 40 m and 400 x 40 m spacing has subsequently identified a northeast trending gold in soil anomaly >6 km strike length. The width of the anomaly averages 0.3 km (varying from 0.2 to 0.5 km) and gold values range from 20 ppb to a peak of 5,994 ppb (6g/t) Au (Figure 3).

Yubdo Prospect (platinum group elements (PGE) - chromium)

The first phase of soil sampling at the Yubdo Prospect (PGE-chromium) is characterised by very high platinum values from >100 to 404 ppb (0.1 to 0.4 g/t Pt), low Pd values (5 to 19 ppb Pd) and with chromium values ranging from 0.1 to 1.45%. Relatively high nickel grades, ranging from 0.1 to 0.28%, were also realised. This anomaly covers an area >5 km long and 0.5km wide and is open for 2 km to the north and south.

Daleti Prospect (nickel – chromium – gold)

The Daleti Nickel Prospect has nickel geochemical anomalism in soil that ranges from >0.1% to 2.22% Ni. The Prospect is over 3.3 km in length x 0.4 km wide >0.2% to 2.2% as defined by 200 soil samples; with a core zone of anomalism 1.7 km long and 0.3km wide >0.5% nickel and defined by 48 soil samples. This nickel anomalism is associated with very high sympathetic chromium values which are contourable at 1.0% to a maximum of 2.74%.

Tulu Kapi South Prospect (gold)

The Tulu Kapi South Prospect is a 5 x 1km, north-south striking, gold in soil anomaly (10 to 75 ppb) which appears to be associated with a sequence of weathered meta-sediment, ultramafic and mafic rocks. The anomaly is located 5 km south of the Tulu Kapi mineralised system. Recent mapping has identified pyritic and quartz veined syenite intrusive bodies along the western margin of the licence area.

3513-03/877607_8 34

Figure 3 – Yubdo-Ursa Project Geological Map

Other Projects

The Company has two other projects in Ethiopia - the granted Werri River Project and the Baddessa Project (application).

The Werri River Project consists of one granted exploration licence which covers 357 km 2 of interpreted extensions to the gold rich VMS belts of Eritrea to the north (Figure 2). The Project lies to the north of Mekele in the Tigray region of northern Ethiopia. It is moderately rugged, with deeply incised stream and river valleys. The growing endowment of the Tigray region and newly interpreted extensions to the known Saudi-Eritrean VMS belt to the north are encouraging OreCorp to increase their licence holding in this area.

The Baddessa Project comprises a single application licence area of 217 km 2. The licence is north of and along strike from Midroc’s Lega-Dembi Gold Mine in the Adola Greenstone Belt, Ethiopia’s premier gold belt, and the East Sakaro deposit. The licence application area is 340km south-southeast of Addis Ababa.

MAURITANIA

In Mauritania OreCorp’s current tenement position comprises 100% of seven granted licences covering 3,606km 2, 90% of two granted licences covering 620km 2, and 100% of six licence applications covering 4,651km 2. The Company is also earning, by way of a joint venture, an interest of up to 90% in four granted licences covering 3,095km 2.

3513-03/877607_8 35

Figure 4: Location Map of OreCorp's Mauritanian Project Areas

OreCorp is currently concentrating its Mauritanian fieldwork on the following two project areas located within the Mauritanides fold belt in order to delineate targets for drilling. These two projects are discussed briefly below.

Akjoujt South Project

Eight granted licences covering an area of 3,476km 2 where several low order gold-in-soil anomalies, which are associated with shear zones with alteration envelopes of silica ± carbonate ± pyrite ± sericite up to 7km long by 20m wide, have been identified. Recent trenching by OreCorp on Anomaly 5 has revealed 30m to 160m wide intercepts of composite sampled nickel-copper gossans.

3513-03/877607_8 36

Oua Oua Project

Five granted licences covering an area of 3,845km 2 with potential in the north for gold-rich, volcanogenic massive sulphide (VMS) deposits around the Kadiar gossan drilled by BRGM in the 1970s and for shear-zone hosted gold deposits further south (including one where a silicified zone has an associated gold anomaly in pan concentrates extending for 20km along strike and up to 1km wide). Several regional gold and base metal anomalies have also been identified through the synthesis of historical data and work completed by OreCorp.

3513-03/877607_8 37

In conclusion, the following key points are noted:

• OreCorp’s targeting has identified geological terranes with a moderate potential for economic gold and base metal discoveries.

• Neither Ethiopia nor Mauritania has been comprehensively explored using modern techniques, and significant potential exists for finding previously unknown mineralisation.

• OreCorp has acquired or applied for tenements within identified mineralised terranes, with excellent potential to host mineralisation.

• OreCorp has used available historical information, reprocessed and reinterpreted with respect to modern mineral deposit models, to guide initial geological mapping and sampling towards providing sufficient information to make the critical drill or drop decision on each property as quickly as possible.

The Company’s combined budget of >$8.0million for exploration of tenements in Ethiopia and Mauritania over a two year period is adequate for the exploration programmes proposed.

3513-03/877607_8 38 6.3 Future Projects

The Company intends to actively pursue new projects in the resources sector, not only in Australia, Ethiopia and Mauritania, but elsewhere in the world, with the hope of subsequently developing mining operations. The Company has not yet determined any specific criteria for identification of these projects.

6.4 Existing Projects

In the event that the Acquisition proceeds, the Company is likely to divest its interest in the Cheriton’s East Project located in the Eastern Goldfields of Western Australia. As a result, no material information on the Cheriton’s East Project is included in this Prospectus.

3513-03/877607_8 39 7. RISK FACTORS

7.1 Introduction

The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to our business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

7.2 Company specific

Re-Quotation of Shares on ASX

Please refer to a summary of this risk in Section 3.12.

Dilution Risk

Please refer to a summary of this risk in Section 3.12.

Restricted Securities

Please refer to a summary of this risk in Section 3.12.

Limited history

Please refer to a summary of this risk in Section 3.12.

Contractual Risk

Please refer to a summary of this risk in Section 3.12.

Joint Venture Risk

Please refer to a summary of this risk in Section 3.12.

Discretion in the Use of Proceeds

Management will have discretion concerning the use of the proceeds of the Offer as well as the timing of their expenditures. As a result, an investor will be relying on the judgment of management for the application of the proceeds of the Offer. Management may use the net proceeds of the Offer in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results of operations may suffer.

7.3 Industry specific

3106-01/877607_8 40 Exploration and Development Risks

The business of gold and base metals exploration, project development and production, by its nature, contains elements of significant risk with no guarantee of success. Ultimate and continuous success of these activities is dependent on many factors such as:

(a) the discovery and/or acquisition of economically recoverable reserves;

(b) access to adequate capital for project development;

(d) securing and maintaining title to interests;

(e) obtaining consents and approvals necessary for the conduct of gold exploration, development and production; and

(f) access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

Whether or not income will result from the Projects undergoing an exploration and development program depends on successful exploration and establishment of production facilities. Factors including costs and reliability and commodity prices affect successful project development and operations.

Mining activities carry risk and as such, activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment.

Industry operating risks include fire, explosions, industrial disputes, unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, mechanical failure or breakdown and environmental hazards such as accidental spills or leakages, or geological uncertainty. The occurrence of any of these risks could result in legal proceedings against the Company and substantial losses to the Company due to injury or loss of life, damage to or destruction of property, natural resources or equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties as a result of such risks may give rise to claims against the Company.

There is no assurance that any exploration on current or future interests will result in the discovery of an economic deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically developed.

Resource estimates

The Company does not currently have any JORC Code compliant resources. In the event a resource is delineated this would be an estimate only. An estimate is an expression 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

3106-01/877607_8 41 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.

General Economic and Political Risks

Changes in the general economic and political climate in Ethiopia and Mauritania and on a global basis could impact on economic growth, gold and base metals prices, interest rates, the rate of inflation, taxation and tariff laws, and domestic security which may affect the value and viability of any gold and base metals activity that may be conducted by the Company.

Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to gold and base metals 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 gold 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 Ethiopian, Mauritanian and Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States Dollar, the Mauritanian Ouguiya, the Ethiopian Birr and the Australian Dollar as determined in international markets.

Regulatory

Changes in relevant taxes, legal and administration regimes, accounting practice and government policies may adversely affect the financial performance of the Company.

7.4 General risks

Additional requirements for capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, complementary companies or prospects although no such acquisitions or investments are currently planned. Any such transactions will be accompanied by risks commonly encountered in making such acquisitions.

3106-01/877607_8 42 Market conditions

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) introduction of tax reform or other new legislation;

(d) changes in investor sentiment toward particular market sectors;

(e) the demand for, and supply of, capital; and

(f) terrorism or other hostilities.

The market price of securities 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.

Reliance on key personnel

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.

Sovereign Risk

Please refer to a summary of this risk in Section 3.12.

Government policy changes

The Company’s activities are subject to various laws governing exploration, taxes, labour standards and occupational health, safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner, which could limit or curtail the Company’s activities.

Amendments to current laws, regulations and permits governing activities of exploration and mining companies, or more stringent implementation thereof, could have a material adverse impact and cause increases in expenses or require abandonment or delays in activities.

Failure to comply with any applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing activities to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the activities and may

3106-01/877607_8 43 have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Other approvals and permits may in the future be required in connection with the operations of the Company. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from mining operations or from proceeding with planned exploration or development of mineral properties.

The Company is subject to the Legal systems of Mauritania and Ethiopia

The legal systems operating in Mauritania and Ethiopia may be less developed than in more established countries, which may result in risk such as: political difficulties in obtaining effective legal redress in the courts whether in respect of a breach of law or regulation, or in an ownership dispute; a higher degree of discretion on the part of governmental agencies; the lack of political or administrative guidance on implementing applicable rules and regulations including, in particular, as regards local taxation and property rights; inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or relative inexperience of the judiciary and court in such matters.

The commitment by local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licences, license applications or other legal arrangements will not be adversely affected by the actions of the government authorities or others and the effectiveness of and enforcement of such arrangements cannot be assured.

The Company’s title to its properties could be challenged

There can be no assurances that the Company’s interest in its properties is free from defects. The Company has investigated its rights as set forth in this prospectus and believes that these rights are in good standing. There is no assurance, however, that such rights and title interests will not be revoked or significantly altered to the detriment of the Company. There can be no assurances that the Company’s rights and title interests will not be challenged or impugned by third parties. Furthermore, the licensing authorities in both Ethiopia and Mauritania may grant licences for different minerals covering the same licence area, subject to notification of the holder of any existing licence in the same area.

Interests in tenements in Mauritania and Ethiopia are governed by legislation and are evidenced by the granting of licences. Each licence 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 tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments as and when they arise.

All of the tenements in which the Company has or may earn an interest will be subject to applications for renewal or grant (as the case may be). The renewal or grant of the term of each tenement is usually at the discretion of the relevant government authority. If a tenement is not renewed or granted, the Company

3106-01/877607_8 44 may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that tenement.

It is noted that the Company has a number of licences currently under application in both Ethiopia and Mauritania. The applications are not privilege to any priority over competing applications and consequently, the status of these applications was unclear at the date this Prospectus was signed. Furthermore, there is no guarantee that the applications will be granted either in whole or in part.

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 Shares.

Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

3106-01/877607_8 45 8. INDEPENDENT GEOLOGIST’S REPORT

3106-01/877607_8 46

Date: 25 rd January 2013 Report No: R199.2012

Independent Geological Review

T HE EXPLORATION ASSETS OF ORE CORP LTD FOR

S ILVER S TONE RESOURCES LIMI TE D

Mauritania and Ethiopia Gold and Base Metals

By Simon McCracken MAIG

For: Silver Stone Resources Ltd Approved:

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9. FINANCIAL INFORMATION

3106-01/877607_8 138

SILVER STONE RESOURCES LIMITED

PRO FORMA FINANCIAL INFORMATION AS AT 30 NOVEMBER 2012

ACN 147 917 299

SECTION 9 FINANCIAL INFORMATION

This section contains consolidated historical financial information and consolidated pro forma financial information for Silver Stone Resources Limited as at 30 November 2012. The historical financial information has been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards and the accounting policies adopted by Silver Stone Resources Limited as detailed in Note 1. The consolidated pro forma financial information has been derived from the historical financial information and assumes the completion of the pro forma adjustments as set out in Note 2 as if those adjustments had occurred as at 30 November 2012.

The consolidated financial information contained in this section of the Prospectus is presented in an abbreviated form and does not contain all the disclosures that are provided in a financial report prepared in accordance with the Corporations Act 2001 and Australian Accounting Standards and Interpretations.

The consolidated historical financial information comprises: • The unaudited consolidated statement of financial position as at 30 November 2012; and • The notes to the historical financial information.

The consolidated pro forma financial information comprises: • The unaudited consolidated pro forma statement of financial position as at 30 November 2012, prepared on the basis that the pro forma adjustments detailed in Note 2 had occurred as at 30 November 2012; and • The notes to the consolidated pro forma financial information.

Collectively referred to as the Financial Information.

Silver Stone Resources Limited 2 UNAUDITED CONSOLIDATED HISTORICAL AND PRO FORMA STATEMENTS OF FINANCIAL POSITION

Historical Pro Forma Silver Stone Consolidated 30 Nov 2012 30 Nov 2012 Note A$ A$ ASSETS Current Assets Cash and cash equivalents 3 2,967,328 13,088,354 Trade and other receivables 19,470 143,954 Other current assets - 19,346 Total Current Assets 2,986,798 13,251,654

Non-current Assets Plant and equipment - 275,071 Exploration and evaluation expenditure 260,653 260,653 Intangible assets - 3,400 Total Non-current Assets 260,653 539,124 TOTAL ASSETS 3,247,451 13,790,778

LIABILITIES Current Liabilities Trade and other payables 15,707 158,247 Provisions - 736 Total Current Liabilities 15,707 158,983 TOTAL LIABILITIES 15,707 158,983

NET ASSETS 3,231,744 13,631,795

EQUITY Issued capital 4 3,532,747 19,370,940 Reserves 5 98,219 1,080,101 Accumulated losses 6 (399,222) (6,819,246)

TOTAL EQUITY 3,231,744 13,631,795

The above unaudited Consolidated Historical and Pro Forma Statements of Financial Position should be read in conjunction with the accompanying notes.

3 Silver Stone Resources Limited NOTES TO THE FINANCIAL INFORMATION

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies that have been adopted in the preparation of the financial information are:

(a) Basis of Preparation

The consolidated historical financial information has been prepared in accordance with the recognition and measurement, but not all the disclosure, requirements specified by all Australian Accounting Standards and Interpretations and the Corporations Act 2001.

The financial information has also been prepared on a historical cost basis, except for certain financial instruments that are measured at fair value, as explained in the accounting policies below.

The financial report is presented in Australian dollars, unless otherwise noted.

(b) Accounting Estimates and Judgements

In the application of the accounting policies the directors are required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements made by the directors in the application of the accounting policies that have a significant effect on the financial information are disclosed, where applicable, in the relevant notes to the financial information.

The consolidated historical financial information incorporates the assets and liabilities of all subsidiaries of Silver Stone Resources Limited (“Silver Stone”, “Company” or “Parent Entity”) as at 30 November 2012 and the results of all subsidiaries for the period then ended. Silver Stone Resources Limited and its subsidiaries together are referred to as the Group or the Consolidated Entity.

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and potential effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de- consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries/assets by the Group.

Intercompany transactions and balances, and unrealised gains on transactions between Group companies, are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(d) Exploration and evaluation expenditure

Exploration and evaluation expenditure encompasses expenditures incurred by the Group in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable.

Silver Stone Resources Limited 4 NOTES TO THE FINANCIAL INFORMATION

For each area of interest, expenditure incurred in the acquisition of rights to explore is capitalised, classified as tangible or intangible, and recognised as an exploration and evaluation asset. Exploration and evaluation assets are measured at cost at recognition. Exploration and evaluation expenditure incurred by the Group subsequent to acquisition of the rights to explore is expensed as incurred up to the successful completion of definitive feasibility studies. Expenditure in relation to the preparation of definitive feasibility studies is expensed as incurred. Expenditure is capitalised if the Group has rights to tenure and the Group expects to recoup the expenditures through successful development or sale.

Capitalised exploration costs are reviewed each reporting date to establish whether an indication of impairment exists. If any such indication exists, the recoverable amount of the capitalised exploration costs is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision is made to proceed with development, accumulated expenditure is tested for impairment and transferred to development properties, and then amortised over the life of the reserves associated with the area of interest once mining operations have commenced.

Recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

(e) Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable. The following specific recognition criteria must also be met before revenue is recognised:

Interest Interest income is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

(f) Income Tax

The income tax expense or income for the period is the tax payable or recoverable on the current period’s taxable income or tax loss based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial information, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

5 Silver Stone Resources Limited NOTES TO THE FINANCIAL INFORMATION

(g) Acquisition of Subsidiaries and Businesses

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant Standards. Changes in the fair value of contingent consideration classified as equity are not recognised.

Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3 are recognised at their fair value at the acquisition date, except that:

• deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with AASB 112 Income Taxes and AASB 119 Employee Benefits respectively;

• liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based payment awards are measured in accordance with AASB 2 Share-based Payment; and

• assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date – and is subject to a maximum of one year.

The acquisition of OreCorp Limited (“OreCorp”) has been reflected in the pro forma Statement of Financial Position as at 30 November 2012. In accounting for the acquisition, the Group has taken guidance from the principles of AASB 3 Business Combinations (“AASB 3”) and determined that OreCorp would be deemed to be the acquirer for accounting purposes. Accordingly, the transaction is accounted for as a reverse asset acquisition. As a result, the pro forma consolidated Statement of Financial Position as at 30 November has been prepared as a continuation of the OreCorp financial statements, with OreCorp (as the accounting acquirer) accounting for the acquisition of Silver Stone as from 30 November 2012 (for the purposes of the pro forma consolidated Statement of Financial Position). As the activities of Silver Stone would not constitute a business based on the requirements of AASB 3, any excess of the deemed consideration over the fair value of Silver Stone, as calculated in accordance with the reverse acquisition accounting principles, cannot be taken to goodwill and has been expensed.

Silver Stone Resources Limited 6 NOTES TO THE FINANCIAL INFORMATION

(h) Impairment of Assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

(i) Cash and Cash Equivalents

“Cash and cash equivalents” includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the Statement of Financial Position.

(j) Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method less an allowance for doubtful debts. Trade receivables are due for settlement no more than 30 days from the date of recognition. An estimate of doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.

Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method less impairment.

The effective interest method is a method of calculating the amortised cost of a receivable and of allocating interest income over the relevant period. The effective interest rate is the interest rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the receivable, or, where appropriate, a shorter period.

(k) Property, Plant and Equipment

Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Plant and equipment are depreciated or amortised on a reducing balance or straight line basis at rates based upon their expected useful lives as follows:

Life

Plant and equipment 2 – 15 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 1(h)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement.

7 Silver Stone Resources Limited NOTES TO THE FINANCIAL INFORMATION

(l) Payables

Liabilities for trade creditors and other amounts are carried at amortised cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity. The amounts are unsecured and are usually paid within 30 days.

Payables to related parties are carried at amortised cost.

(m) Employee Benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within twelve months of the reporting date are recognised in provisions in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable. Employee benefits payable later than one year are measured at the present value of the estimated future cash flows to be made for those benefits. Contributions to defined contribution super plans are expensed when the employees have rendered the services entitling them to the contributions.

(n) Contributed Equity

Issued and paid up capital is recognised at the fair value of the consideration received by the Company.

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, for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration.

(o) Dividends

Provision is made for the amount of any dividend declared on or before the end of the year but not distributed at balance date.

(p) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of GST except:

• where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and • receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position.

Cash flows are included in the Statement of Cash Flows on a gross basis and the GST components of cash flows arising from investing and financing activities, which are recoverable from, or payable to, the taxation authority are classified as operating cash flows.

(q) Share Based Payments

Share based payments are provided to directors, employees, consultants and other advisors and to acquire assets such as mineral exploration licences.

The fair value of options granted (determined using the Binomial option pricing model) is recognised as an expense or asset, as appropriate with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which option holders become unconditionally entitled to the options.

Silver Stone Resources Limited 8 NOTES TO THE FINANCIAL INFORMATION

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest.

(r) Foreign Currency Translation

(i) Functional and presentation currency Items included in the financial information of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial information is presented in Australian dollars, which is the Company’s functional and presentation currency.

(ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

Translation differences on non-monetary items, such as equities held at fair value through profit or loss, are reported as part of the fair value gain or loss. Translation differences on non-monetary items, such as equities classified as available-for-sale financial assets, are included in the available-for-sale investments revaluation reserve in equity.

(iii) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position; • Income and expenses for each income statement are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and • All resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders equity. Where a foreign operation is sold or borrowings repaid, a proportionate share of such exchange differences are recognised in the income statement as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

9 Silver Stone Resources Limited NOTES TO THE FINANCIAL INFORMATION

2. PRO FORMA ADJUSTMENTS The pro forma consolidated financial information has been included for illustrative purposes to reflect the financial position of Silver Stone Resources Limited as at 30 November 2012 on the assumption that the following transactions had occurred as at that date:

(a) Acquisition of OreCorp Limited: (i) The acquisition of OreCorp has been reflected in the pro forma financial information as at 30 November 2012. This transaction has been treated as a reverse asset acquisition as OreCorp is deemed to be the accounting acquirer. The carrying values of OreCorp’s assets and liabilities as at 30 November 2012 included in the pro forma consolidated Statement of Financial Position comprise: • Cash and cash equivalents of $5,943,893; • Trade and other receivables of $124,484; • Other current assets of $19,346; • Plant and equipment of $275,071; • Intangible assets of $3,400; • Trade and other payables of $142,540; and • Current provisions of $736; (ii) As Silver Stone is deemed to be the acquiree for accounting purposes, the carrying values of its assets and liabilities are required to be recorded at fair value for the purposes of the acquisition. No adjustments were required to the historical values as at 30 November 2012 to effect this change; and (iii) Silver Stone is the legal acquirer of OreCorp in this transaction and the consideration for the acquisition is the issue by Silver Stone of:

• 66,190,317 fully paid ordinary shares in Silver Stone (on a post Consolidation basis). In accordance with reverse asset acquisition accounting principles the consideration is deemed to have been incurred by OreCorp in the form of equity instruments issued to Silver Stone shareholders. The acquisition date fair value of this consideration has been determined with reference to the fair value of the issued shares of Silver Stone immediately prior to the acquisition and has been determined to be $3,703,750; and

• 4,099,999 unlisted options to acquire fully paid ordinary shares in Silver Stone each exercisable at $0.2667 on or before 30 June 2015, valued at $0.092 using the Binomial Valuation Method and totalling $377,200 (on a post Consolidation basis). This amount has been included as part of the consideration for the transaction in accordance with the relevant accounting standard.

As Silver Stone is not considered to be a business for the purposes of AASB 3, the excess of deemed consideration (total consideration being $4,080,950) over the fair value of Silver Stone has been expensed.

(b) Issue of securities: (i) The issue pursuant to this prospectus of 25,000,000 ordinary shares at $0.20 per share raising $5,000,000 (before costs); and (ii) The payment of expenses associated with the issue of the 25,000,000 ordinary shares amounting to $822,867. These have been recorded against issued capital.

Silver Stone Resources Limited 10 NOTES TO THE FINANCIAL INFORMATION

A$ 3. CASH AND CASH EQUIVALENTS

Silver Stone cash at bank at 30 November 2012 2,967,328 Adjustments arising from the acquisition of OreCorp: OreCorp cash and cash equivalents at 30 November 2012 5,943,893 Adjustments arising from the issue of securities pursuant to this prospectus: Proceeds from shares issued 5,000,000 Share issue costs (822,867) Cash and Cash Equivalents at 30 November 2012 after pro forma adjustments 13,088,354

Date Details Number of Issue $ (post Consolidation basis) Shares Price A$

4. ISSUED CAPITAL (a) Issued and Paid up

Capital

30 November 2012 Silver Stone Opening Balance 22,222,501 3,532,747 Adjustments arising from the

acquisition of OreCorp: Elimination of Silver Stone - (3,532,747) capital on consolidation OreCorp issued capital at 30 - 11,490,057 November 2012 Consideration for the 66,190,317 3,703,750 acquisition (note (1)) Adjustments arising from the issue of securities pursuant to this prospectus: Issue of Shares 25,000,000 $0.20 5,000,000 Share issue expenses - (822,867) Issued capital as at 30 November 2012 after pro forma adjustments Closing Balance 113,412,818 19,370,940

Notes: 1. In accordance with reverse asset acquisition accounting principles the consideration is deemed to have been incurred by OreCorp in the form of equity instruments issued to Silver Stone shareholders. The acquisition date fair value of this consideration has been determined with reference to the fair value of the issued shares of Silver Stone immediately prior to the acquisition and has been determined to be $3,703,750, based on 29,630,001 shares at the closing share price on 17 December 2012 of $0.125 per share (on a pre- Consolidation basis, which equates to 22,222,501 shares on a post Consolidation basis).

11 Silver Stone Resources Limited NOTES TO THE FINANCIAL INFORMATION

Silver Stone Consolidated 30 Nov 2012 30 Nov 2012 after pro forma adjustments A$ A$ 5. RESERVES

Share based payment reserve (see note 5(a)) 98,219 1,091,700 Foreign currency translation reserve (OreCorp balance) - (11,599) Reserves as at 30 November 2012 after pro forma adjustments 98,219 1,080,101

Date Details Number of Fair

(post Consolidation basis) Unlisted value Options A$ $ 5. (a) Share based payment reserve

30 November 2012 Silver Stone Opening Balance 7,805,625 5 98,219

Adjustments arising from the acquisition of OreCorp: Elimination of Silver Stone reserve on consolidation - (98,219) OreCorp 30 November 2012 balance 4,100,000 714,500 Cancellation of vested OreCorp options on acquisition (4,100,000) - Replacement options to be issued by Silver Stone to OreCorp employees in connection with the acquisition 4,099,999 6 0.092 377,200

Share Based Payments Reserve as at 30 November 2012 after pro forma adjustments Closing Balance 11,905,624 1,091,700

Notes: 1 All figures above are on a post-Consolidation basis and are subject to rounding. 2 The rights attaching to the Shares are summarised in Section 14.3 of this Prospectus. 3 Assumes no further Shares are issued, and no Options are exercised prior to completion of the Acquisition, other than as set out above. 4 Further details are included in Section 13.1 of this Prospectus. 5 Approximately 5,930,625 of these Options are listed and each exercisable at $0.2667 (post Consolidation basis) on or before 7 May 2015 and the balance of approximately 1,875,000 options are unlisted and each exercisable at $0.40 (post Consolidation basis) on or before 22 March 2016. 6 Each Option will be unquoted and is exercisable at $0.2667 (post Consolidation basis) on or before 30 June 2015. Further details are included in Section 13.1 of this Prospectus. The rights attaching to the Options are summarised in Section 14.4 of this Prospectus.

Silver Stone Resources Limited 12 NOTES TO THE FINANCIAL INFORMATION

A$ 6. ACCUMULATED LOSSES

Silver Stone accumulated losses at 30 November 2012 (399,222) Adjustments arising from the acquisition of OreCorp: Elimination of Silver Stone accumulated losses on consolidation 399,222 Recognition of OreCorp accumulated losses at 30 November 2012 (5,970,040) Excess deemed consideration on acquisition (849,206) Accumulated losses as at 30 November 2012 after pro forma adjustments (6,819,246)

7. COMMITMENTS FOR EXPENDITURE

A$ Not longer than 1 year 1 72,539 Longer than 1 year and not longer than 5 years - 72,539

Notes: 1 Includes expenditure commitments in relation to the earn-in agreement for the Oua Oua Project JV in Mauritania.

8. RELATED PARTIES

Transactions with Related Parties and Directors Interests are disclosed in the Prospectus (Section 3.19).

9. CONTINGENT LIABILITIES

At the date of the report no material contingent liabilities exist that we are aware of, other than those disclosed in the prospectus.

10. SUBSEQUENT EVENTS

At the date of the report no material subsequent events have occurred that we are aware of, other than those disclosed in the prospectus.

13 Silver Stone Resources Limited

10. INVESTIGATING ACCOUNTANTS’ REPORT

3106-01/877607_8 152 Deloitte Touche Tohmatsu ABN 74 490 121 060

Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia

DX: 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (8) 9365 7001 The Directors www.deloitte.com.au Silver Stone Resources Limited Ground Floor 1 Havelock Street West Perth WA 6005

30 January 2013

Dear Sirs

Investigating Accountants’ Report

1. Introduction

The Directors of Silver Stone Resources Limited (SSR or the Company) have requested Deloitte Touche Tohmatsu (Deloitte) to prepare an Investigating Accountants’ Report (Report) for inclusion in a prospectus to be issued by SSR (Prospectus), in respect of the offering of shares in the Company (the Capital Raising).

All the terms used in this Report have the same meaning as the terms used and defined in the Prospectus unless otherwise defined in this Report.

2. HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

Deloitte has been engaged by the Directors of SSR to prepare a Report covering the following financial information presented in Section 9 of the Prospectus:

(i) The unaudited historical consolidated statement of financial position of SSR as at 30 November 2012; (ii) The unaudited pro forma consolidated statement of financial position of SSR as at 30 November 2012, prepared on the basis that the pro forma adjustments detailed in Section 9 of the Prospectus, had occurred on that date; (iii) The pro forma adjustments set out in Section 9 of the Prospectus (pro forma adjustments); and (iv) Accompanying notes collectively referred to as the Financial Information for the purposes of this Report.

The Directors of SSR are responsible for the preparation and presentation of the Financial Information (including the determination of the pro forma adjustments) set out in Section 9 of the Prospectus.

The Financial Information has been prepared for inclusion in the Prospectus. We disclaim any assumption of responsibility for any reliance on this Report or on the Financial Information to which it relates, for any purpose other than that for which it was prepared.

The Financial Information is presented in summarised form in that it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act 2001.

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/au/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited 3. Scope

We have reviewed the Financial Information set out in Section 9 of the Prospectus in order to report whether anything has come to our attention which causes us to believe that the Financial Information is not presented fairly in accordance with the basis of preparation as described in Section 9 of the Prospectus.

Our review has been conducted in accordance with Australian Standard on Review Engagements ASRE 2405 “Review of Historical Financial Information Other than a Financial Report”. We have made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances including: x Analytical procedures on the Financial Information; x A review of workpapers, accounting records and other documents; x A review of the pro forma adjustments and the assumptions on which they are based as described in Section 9 of the Prospectus; x A review of the application of the recognition and measurement principles in Australian Accounting Standards and the accounting policies adopted by SSR as disclosed in Section 9 of the Prospectus; and x Enquiry of the Directors and management of SSR.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. For the purposes of this Report, we have not performed an audit and, accordingly, we do not express an audit opinion on the Financial Information.

4. Review Statements

Based on the scope of our review, which is not an audit, nothing has come to our attention that causes us to believe that the Financial Information as set out in Section 9 of the Prospectus is not presented fairly in accordance with the basis of preparation as described in Section 9 of the Prospectus.

5. Subsequent Events

Apart from the matters dealt with in this Report, and having regard for the scope of our Report, nothing has come to our attention that would cause us to believe that matters arising after 30 November 2012, other than matters dealt with in Section 9 of the Prospectus, would require comment on, or adjustments to, the information contained in Section 9 of the Prospectus, or would cause such information to be misleading or deceptive.

6. Independence and Disclosure of Interest

Deloitte Touche Tohmatsu does not have any interest in the outcome of the Offer other than the preparation of this Report and other related services in relation to the Offer for which normal professional fees will be received.

7. Consent

Deloitte Touche Tohmatsu has consented to the inclusion of this Report in the Prospectus in the form and context in which it is so included, but has not authorised the issue of the Prospectus. Accordingly, Deloitte Touche Tohmatsu makes no representation regarding, and takes no responsibility for, any other documents or material in, or omissions from, the Prospectus.

Yours faithfully

DELOITTE TOUCHE TOHMATSU

A T Richards Partner Chartered Accountants

11. TITLE REPORTS ON THE PROJECTS – ETHIOPIA AND MAURITANIA

3106-01/877607_8 155

17 January 2013 The Directors Silver Stone Resources Limited Ground Floor 1 Havelock Street West Perth WA 6005 AUSTRALIA

Dear Sirs

Re: Title opinion in relation to certain exploration licenses held by OreCorp Minerals PLC in Ethiopia

Silver Stone Resources Limited (!Silver Stone") has engaged the firm of Teshome Gabre-Mariam Bokan (! TGMB ") to provide it with this Title opinion (! Opinion ") as to the validity and good standing of certain mineral resource licenses (! Licenses ") in respect of which OreCorp Minerals PLC (! OreCorp Ethiopia ") is the owner.

1. Executive Summary

Based on the information provided to us, and subject to the assumptions and qualifications set out in sections 5 and 6 below, we advise that each of the Licenses discussed in section 10 of this Opinion has been validly granted in accordance with Ethiopian law, is in full force and effect, in good standing and not liable to forfeiture or cancellation.

2. Basis and Use of Opinion

2.1. This Opinion is based on the following:-

2.1.1 documentation and information provided by or on behalf of Silver Stone/OreCorp Ethiopia; and

2.1.2 information secured from the office of the Registrar of Companies within the Ministry of Trade (! MoT ") and the office of the Mineral Operations Department within the Ministry of Mines of the Federal Democratic Republic of Ethiopia (! MoM ") (hereinafter !the Documents ").

2.2. This Opinion is based solely on the Documents. We cannot be held responsible for the authenticity, accuracy or completeness of the Documents or the resulting accuracy of this Opinion.

2.3. TGMB acknowledges it owes a duty of care to Silver Stone and that Silver Stone may rely upon this Opinion.

3. Terms of Reference

This Opinion has been prepared for the purposes of providing a legal opinion to Silver Stone as to the validity and good standing of OreCorp Ethiopia#s Licenses. The Opinion will be for due diligence purposes in relation to a potential corporate transaction and capital raising, which will involve the issue of fully paid ordinary shares in Silver Stone and will be made publicly available to potential investors in a prospectus as part of the proposed transaction.

4. Sources of Information

4.1. This Opinion is based on the Documents and other relevant searches performed by us.

4.2. Other than performing various searches at the MoM and MoT, we have not sought independently to verify the information, which has been given to us, and we cannot be held responsible for the inaccuracy or incompleteness of the contents of the Documents.

5. Scope and Assumptions in relation to Opinion

5.1. This Opinion covers only those matters to which it refers expressly and without limitation.

5.2. We make no assessment as to the possible commercial consequences of any particular arrangement or agreement.

5.3. This Opinion does not cover any term of any agreement or arrangement that may have been amended, subsequent to its execution or implementation, orally by the parties or by conduct or by a course of dealing, without us being aware of this.

5.4. Except where apparent from the Documents provided, we have assumed the accuracy and completeness of the documents reviewed by us.

5.5. We have assumed corporate power of any party to enter into and perform their obligations under any of the Documents and that all 2 necessary corporate actions to authorize the signing, delivery and performance of the relevant Documents was or has been taken.

5.6. We have assumed that all information supplied by Silver Stone/OreCorp Ethiopia or any other person on its behalf, whether a fact or opinion, was when supplied and continues to be true, accurate and not misleading in any way.

5.7. It is assumed that all documents submitted to us as originals are authentic and complete and that all signatures appearing on documents submitted to us as originals or copies of the originals are genuine and by authorized person(s).

5.8. We have assumed that unless specifically disclosed to us by either the MoM or OreCorp Ethiopia, the parties to any contractual document to which Silver Stone/OreCorp Ethiopia is a party have not breached or threatened to breach any of the terms of such document.

5.9. We have assumed that the officers of Silver Stone/OreCorp Ethiopia have acted in good faith at all times in relation thereto and that they have not omitted to inform us of any matter or thing, which is material in relation to the enquiries raised by us.

6. Qualifications on the Opinion

This Opinion is made subject to the following qualifications:

6.1. we have not investigated and, except as expressly stated herein, make no comment with regard to any warranties, facts, opinions or representations in the Documents or to their accuracy or adequacy;

6.2. to the extent that information has not been able to be independently verified by the MoM and MoT, we have at times during the course of our investigations relied upon Silver Stone/OreCorp Ethiopia and its officers to provide us with the information requested and to respond to questions raised;

6.3. we are qualified to practice law in Ethiopia only and we express no opinion as to any other laws. This Opinion was prepared on the basis of the laws of Ethiopia as they exist and are interpreted at the date of this Opinion; and

6.4. this Opinion may not be disclosed to anyone else except that it may be disclosed to any professional adviser or any person to whom it is addressed to or to any potential assignee, transferee of the addressee or as may be required by law. In this respect, Teshome Gabre-Mariam Bokan consents to the inclusion of this Opinion in Silver Stone#s

3 prospectus in the context and form in which it appears and has not withdrawn such consent.

7. OreCorp Ethiopia#s Overview

7.1. OreCorp Ethiopia, is duly incorporated and registered with the MoT in Ethiopia as of 17 June 2011 and exists under the laws of Ethiopia and is in good standing with respect to the filing of all documents required to be filed in Ethiopia.

7.2. OreCorp Ethiopia has the full corporate power, authority and capacity to carry on its business as it currently undertakes and to own its assets and property under the laws of Ethiopia.

7.3. To the best of our knowledge, there is no action, suit, proceeding or inquiry before any court, governmental agency or body to which OreCorp Ethiopia is a party or to which its property is subject which in any way would materially and adversely affect OreCorp Ethiopia.

7.4. To the best of our knowledge, no steps have been, or are being taken to appoint a receiver or liquidator or similar officer over, or to wind up, dissolve or re-organize OreCorp Ethiopia.

7.5. OreCorp Ethiopia has a share capital of Birr 2,500,000.00 which is divided into100 shares with a par value of 25,000 Birr each. All of these shares have been fully subscribed and paid up as at the time of its registration as indicated under paragraph 7.1 above. The shareholders are OreCorp East Africa Pty Ltd (99%) and Mr. Alastair Donald Morrison (1%), who holds the share on bare trust pursuant to a Trust Deed with OreCorp Limited. It, in addition, has a TIN number 34053900010 under the Taxpayer Registration Certificate issued to it on 13 June 2011.

7.6. To the best of our knowledge, there is no person, firm or corporation having any agreement or option, or any right or privilege capable of becoming any agreement for the purchase, subscription or issuance of any securities of OreCorp Ethiopia.

7.7. Details such as maintenance and audit of accounts, submission of VAT and income tax declarations, labor and its employees and any other relevant employment authorization are not included in this review. No information or documentation has been provided and no comment is therefore made regarding these details.

8. General Overview of Mineral Rights in Ethiopia

8.1. Ethiopian law and legal system

4 8.1.1 Ethiopia has a Federal Constitution that was proclaimed on 21 August 1995. This constitution has introduced changes to the judicial system and Ethiopia now has a three layered federal and regional court system. There are federal and regional Courts of First Instance, a High Court and a Supreme Court topped by a Cassation Division within the Supreme Court to correct errors of law at all levels of both the federal and judicial courts. This latter court is the ultimate guardian of the rights embodied in the Constitution.

8.1.2 Ethiopian law is essentially of civil law vintage prevailing in continental Europe with a good dose of common law in matters of constitutional and commercial practices generally. The Civil and Commercial codes are of French and Swiss vintage. The Criminal law and Criminal Procedure Code is of Swiss and common law extraction, respectively, while the Civil Procedure Code is of Indian extraction, which is itself of common law origin.

8.1.3 Amharic and English are widely spoken in the country together with other languages and dialects in the Regional States.

8.2. Primary Legislation Relevant to Exploration and Mining

The primary legislation governing exploration and mining operations in Ethiopia is contained in the following instruments:

x Mining Operations Proclamation No. 678/2010 (! Mining Proclamation ");

x Mining Operations Council of Ministers Regulations No. 182/1994 (as amended) (! Mining Regulations "); and

x Mining Income Tax Proclamation No. 53/1993 (as amended) (! Mining Income Tax Proclamation ").

It is worth noting that the Mining Proclamation came into force on 4 th August 2010 and replaced former Mining Proclamation No.52/1993 (! Old Mining Proclamation "), on which the Mining Regulations were based. Pursuant to Article 82(3) of the Mining Proclamation, the Mining Regulations shall, insofar as they are consistent with the Mining Proclamation, remain in force until replaced by regulations to be issued pursuant to the Mining Proclamation. As at the date of this Opinion, no such replacement regulations have been issued. Accordingly, the Mining Regulations, together with the Mining Proclamation and the Mining Income Tax Proclamation continue, for the time being, to collectively establish the legislative framework surrounding exploration

5 and mining operations.

8.3. Licensing Authority

In Ethiopia, the licensing authority, in respect of mining rights, is divided between the Federal and Regional Governments under Article 52 of the Mining Proclamation.

The Regional Government (licensing authority of a state) has the power and duty to issue; (a) artisanal mining licenses, (b) in respect of domestic investors, (i) reconnaissance, exploration and retention licenses in connection with construction and industrial minerals, (ii) small scale mining licenses for industrial minerals, and (iii) small and large scale mining licenses for construction minerals, and (c) certificate of discovery for minerals other than for licenses it has issued to domestic investors. The Federal Government (MoM), on the other hand, has the power and duty to issue all other licenses not issued by the Regional Governments and perform other duties as outlined in the Mining Proclamation including and not limited to the issuance of mining licenses for large-scale mining and all mining operations in favour of foreign entities, as corporate entities and/or registered individuals .

9. Types of Mineral Rights

9.1. General overview

In accordance with the Mining Proclamation, there are four types of licenses that can be issued, that is, Reconnaissance Licenses, Exploration Licenses, Retention Licenses and Mining Licenses (artisanal, small scale and large scale) . The general rights and obligations of holders of any type of the aforesaid licenses are:

x generally no person shall prospect explore or mine unless he is a holder of a license, except for an Ethiopian citizen, who can conduct reconnaissance for minerals without a reconnaissance license;

x to conduct mining operations, based on a Directive issued by the MoM, for Category One (green stone belt area), an area covering not more than 1,500 square kilometers, Category Two (areas out of the green stone belt), an area of not more than 2,000 square kilometers, and Category Three for an area not exceeding 3,500 square kilometers;

x any person who meets the requirements of the license set out in the Mining Proclamation may acquire a license provided that he

6 is qualified to carry on trade as per the Commercial Code and possesses the required financial resources, technical competence, professional skill and experience required to fulfill the license conditions; x any person whose license is revoked, may not hold another license for a period of 5 years from the date of such revocation; x the discovery of indications or existence of minerals must be reported, in writing, immediately to the Licensing Authority; x a licensee may enter and occupy land, use it for agricultural purposes and support mining operations by bringing into the license area any plant, machinery and equipment and build and construct any surface or underground infrastructure required for the purposes of his mining operations; x surface and subsurface water on the license area may be used. Any dam or watercourse diversion must be approved by the regulating authority; x compensation must be paid for damage to or destruction of property owned by the occupants in the license area; x use of existing infrastructure is allowed provided that such use will not lead to its impairment or interference with use by other persons; x preference in employment to be given to appropriately qualified Ethiopians; x all appropriate records with regard to activities in the mining shall be maintained and made available when required by the regulating authority; x licenses can be amended to add additional minerals; x all obligations must be fulfilled on areas to be relinquished; x royalty must be paid, on all minerals produced, to the State; x financial guarantees may be required for an application for renewal or transfer of a license; x all licenses must be registered in the Licensing Authority Register; x failure to comply with the requirements of the Mining Proclamation, Regulations, or Directives issued by the Licensing Authority is an infraction, which could lead to revocation or

7 suspension of the licenses and/or the imposition of a fine;

x permission must be obtained from the Licensing Authority before taking aerial photographs;

x work programmes and expenditures must correspond to an appropriate level of activity at the mining area and be approved by the Licensing Authority. Failure to meet the minimum requirements in so far as the work program and expenditures are concerned is to be met by payment of an amount determined by the regulating authority for the unfulfilled obligation. Any excess in any one year shall be credited towards the next year#s obligations;

x annual reports to be submitted within 30 days after the year- end;

x adequate health, safety and environmental protection provisions must be instituted and maintained;

x the Licensing Authority may provide for a shorter or longer duration of a license tenure; and

x expatriate personnel are entitled to import, free of all duties and taxes, personal effects within six months of their arrival.

9.2. Reconnaissance Licenses

9.2.1 ! Reconnaissance" under the Ethiopian law means any operations carried on in a general search for any mineral.

9.2.2 An Ethiopian citizen may conduct reconnaissance without being the holder of a license provided that he does not interfere in any way with the rights of a license holder or any other person.

9.2.3 The additional rights and obligations for a holder of a reconnaissance license are:

x the non-exclusive right to prospect minerals within the license area. However, the license may not be transferred, assigned, encumbered or inherited;

x it is valid for the period specified in the license and such period will not exceed 18 months and cannot be renewed;

x the licensee may enter and occupy land subject to the rights of third parties;

x the holder of a reconnaissance license shall cut and use such timber as is strictly necessary for the access to the

8 areas which operations are carried out;

x all constructions on the license area shall be of a temporary nature and shall be removed prior to the termination of the license or to the relinquishment of the area on which such construction is located;

x the holder of a reconnaissance license is permitted to remove, transport, analyze and with the prior consent of the minister, export samples of mineral testing. However, such minerals shall remain the property of the government and the holder of the license shall not dispose of them without the prior consent of the Minister; and

x a person, upon his !discovery of indication" of the minerals specified in the reconnaissance license, within the license area, has the right to be granted an Exploration license on the conditions; (i) he has fulfilled all obligations under the reconnaissance license, (ii) meets all requirements in connection with the application for an exploration license, and (iii) he is not found in an act that constitutes a ground for suspension or revocation of the reconnaissance license.

9.3. Exploration Licenses

9.3.1 Under the Ethiopian Law to ! explore " means searching for any mineral by means of photographs, images, geological and drilling methods which disturb the surface and subsurface of the earth, including any portion of the earth that is under water, or in or on any residue stockpile or residue deposit, in order to establish the existence of any mineral and to determine the extent and economic value.

9.3.2 The additional rights and obligations for a holder of an exploration license are:

x an exclusive right to explore minerals within the area specified in the license for an initial period of three years which license may be renewed twice for additional terms of one year only. The licensing Authority may further allow extension of renewal to be made on each year where the licensee proves the necessity to undertake exploration activity beyond the initial work programme provided such period does not exceed five years. In applying for each renewal, the licensee is required to indicate a portion of not less than one fourth of the license area, to be relinquished and such other requirement as may be

9 determined in the relevant Directive issued by the MoM; x commence exploration activities within 60 days from the date on which the exploration license becomes effective; x the holder may transfer or assign the exploration license with the approval of the MoM; x a right to enter and occupy the land covered by the exploration license during its term for the purpose of exploration activities; x a right to use the existing infrastructure if it shall not impair the use thereof by other persons. The licensee would be allowed to use existing infrastructure without restrictions as long as the holder undertakes to effect the necessary repairs if the existing infrastructure is damaged by his/her use; x the right to apply for and be granted a retention license or a mining license, provided there has been no breach of the provisions of the Mining Proclamation, Regulations or Directives and all requirements for application for such mining license are met; x a holder of an exploration license shall have the right to construct temporary structures which shall be demolished prior to termination of the license or relinquishment of the mining area; x the area covered under the Exploration License may be adjusted to include the whole deposit by variation of the work program submitted, subject to certain conditions provided under the license; x the holder of an exploration license may remove, transport, analyze, and with the prior consent of the minister, export samples of the minerals for testing in such quantities as may be required to conduct the tests or other analysis. However, such minerals shall remain the property of the government and the licensee shall not dispose of the item without prior approval of the designated Minister; and x the fee for an exploration license is currently Birr 200.00 and its renewal Birr 100.

10 9.4. Retention Licenses

With the introduction of the Mining Proclamation in the year 2010, an additional form of mining right not previously available has been created in the form of a retention license . Retention licenses are essentially available to an applicant having demonstrated the discovery of a mineral deposit of potential commercial significance within an exploration area, where such deposit cannot, due to the temporary existence of adverse market conditions, other economic factors or unavailable processing technologies, be developed immediately. Articles 23 to 25 of the Mining Proclamation deal with the grant, duration and renewal of retention licenses and the rights and obligations of a retention license holder. For the purposes of this Opinion, there is no need to discuss this form of tenure in greater detail.

9.5. Mining Licenses

There are three classes of mining licenses, namely: (i) Artisanal; (ii) Small scale; and (iii) Large scale. This Opinion discusses only the second and third categories of such licenses.

9.5.1 Small Scale Mining License

9.5.1.1 Operations designated as such by the Minister in accordance with the provisions of the Mining Proclamation and Mining Regulations is for mining of minerals not exceeding the annual run-of-mine ore set for various minerals under Article 2 of the Mining Regulations.

9.5.1.2 Holders of such licenses have the following rights and obligations:

x an exclusive right to mine minerals specified in the mining license;

x right to transfer, assign or encumber the license with the prior approval of the Minister of Mines and Energy;

x right to hold the license for a maximum period of 10 years or the life of the deposit whichever is shorter;

x right to renew the license for a maximum period of 5 years subject to fulfillment of obligations set out under the prior license;

x right to apply for a lease of the ground outside the license area;

x an obligation to remove and use construction materials 11 for mining operations found within the license area, provided no other license is issued for the materials; x right to use timber on the license area subject to reforestation legislations; x a mandatory obligation to compensate the displaced occupants; x an obligation to construct, operate and maintain all necessary infrastructure in the license area; x an obligation to remove permanent constructions upon termination of the license or leaving it as government property; x right to conduct mining operations in accordance with the best practice in all aspects and in compliance with the work programmes and health, safety and environmental training procedures; x a right to definition of the license boundary by the survey officials; x an obligation to maintain appropriate records and submit quarterly and annual reports to the relevant authorities; x the mining area may be adjusted to include the whole deposit, subject to certain conditions under the license; x an obligation to give a twelve months notice of license surrender if the holder so wishes to surrender the license before the license period lapses; x an obligation to commence mining operations within one year from the date on which the license becomes effective and comply with the terms and conditions of the license; x the government shall acquire without cost a participation interest of five percent of the operation. Additional equity participation may also be provided by agreement, which shall specify the percentage, timing, financing, resulting rights and obligations and other details of such participation; x right to import all machinery, equipment, specified vehicles and spare parts necessary for the mining

12 operations free of duty and taxes;

x right to export all minerals produced free of duties and applicable taxes and market the same;

x exporters of minerals may open and operate a foreign currency account in Ethiopia;

x mining operations to be inspected and examined by a representative of the Licensing Authority on a regular basis;

x renewal applications for mining licenses shall be submitted 180 days prior to expiry of the existing license;

x the licensing fee is Birr 300.00 for precious minerals and Birr 200 for other minerals;

x the renewal fee is Birr 200 for precious minerals and Birr 100 for other minerals; and

x royalty and tax payable is in each case to be fixed by the laws of the States within which the area of the license is located.

9.6.1 Large Scale Mining License

9.6.1.1 Operations designated as such by the Minister in accordance with the provisions of the Mining Proclamation and the Mining Regulations are for precious minerals mining greater than the limits of run-of-mine ore per year set for the specific minerals under Article 2 of the Mining Regulations.

9.6.1.2 Holders of large scale mining licenses have the following rights and obligations:

x all rights and obligations of Smal1 Scale Mining License holders, and additionally;

x licenses shall be valid for a maximum period of twenty years or the life of the deposit, whichever is shorter;

x can be renewed for maximum periods of 10 years, subject to the fulfillment of license conditions;

x large-scale mining operations shall take precedence over small-scale and artisanal mining operations;

x the government shall acquire without cost a

13 participation interest of five percent of the operation. Additional equity participation may also be provided by agreement, which shall specify the percentage, timing, financing, resulting rights and obligations and other details of such participation;

x an application for a license must include a comprehensive feasibility study; and

x the licensing fee is Birr 5,000, rental fee Birr 400 and the royalty payable is 8% for precious minerals, 6% for semi-precious minerals, 5% for metallic minerals, 4% for industrial minerals and salt, 3% for construction minerals and 2% for geothermal deposits. Tax is payable pursuant to the Mining Income Tax Proclamation.

10. The Licenses

10.1. General Overview

OreCorp Ethiopia presently holds the following Exploration Licenses:

License No. Date of Location Area Valid Until grant

MOM\EL\243\2011 05/08/2011 Western Oromia in Yubdo, 230.9723 KM 2 04/08/2014 Dile Lalo and Nole Kaba reduced to within Yubdo locality. 156.8358 KM 2

MOM\EL\244\2011 26/08/2011 Western Oromia in Boji, 305.39 KM 2 25/08/2014 Gimbi, Haru, Lalo Asabi, reduced to Nole Kaba and Yubdo 243.3333 KM 2 Weredas within Yubdo locality.

MOM\EL\254\2011 26/08/2011 Tigray in Enticho, Kola 407.08 KM 2 25/08/2014 Temben, Weri Lehe, ganta reduced to Afeshum and Hawzen 356.6346 KM 2 Weredas within Werie Lehe locality.

In addition, OreCorp Ethiopia is in the process of applying for an exploration license in the Baddessa area within the Oromia region. In line with the requirements of the MoM, a publication has been made in the local newspaper inviting any objections to the said grant of license to OreCorp Ethiopia following which, the exploration license will be issued to OreCorp Ethiopia upon payment of the requisite fees.

14 However, there is a moratorium on processing of exploration and mining licenses as of December 2011. As a result of this moratorium, both officers and civil servants at the Ministry of Mines are at a standstill although it has been suggested by the officers at the Ministry of Mines that it will be lifted soon.

Details of each of the Licenses held by OreCorp Ethiopia as set out in the table above are given hereunder.

10.2. Yubdo Exploration License

10.2.1 Description and Location

The Yubdo Exploration License, together with the letter from the MoM dated 11 April 2012 (! Yubdo License ") is located in the Wellega Province of Oromia Regional State, Western Ethiopia. Situated in the Yubdo locality at Yubdo, Dile Lalo and Nole Kaba, the Yubdo License GPS coordinates are as set out in Schedule 1A and Schedule 1B of this Opinion.

10.2.2 Tenure and Title

The Yubdo License was granted to OreCorp Ethiopia on 05/08/2011as license number MOM\EL\243\2011 covering originally an area of approximately 230.9723KM 2 which following an application by OreCorp Ethiopia for voluntary relinquishment, has now been reduced to 156.8358KM 2. OreCorp Ethiopia is entitled to explore Precious Metals (gold and silver), Base Metals (copper, lead, zinc and nickel), Platinum Group Elements (platinum, palladium, osmium, iridium, rhodium, ruthenium) and chromium within the license area.

Under the Mining Proclamation, exploration licenses are valid for an initial period of three years, following which (subject to the licensee having complied with the conditions of the license) they are capable of two extensions as of right for successive periods of one year each. Thereafter, the MoM may allow further extension of renewal periods where the licensee documents the necessity for additional advanced exploration activity, or provides information on other circumstances which justify an extension of the duration of the license beyond the maximum period of five years.

The above position equally applies to Ursa and Werri River Exploration licenses.

15 The Yubdo License is valid until 04/08/2014, at which time it may be further renewed and extended at the discretion of the MoM or will need to be converted into a mining license.

10.2.3 Information reviewed and opinion as to validity and good standing

We have reviewed the document originally granting the Yubdo License and letters dated 05 August 2011 with respect to the grant of the Yubdo License. We have further reviewed copies of the work programmes submitted to the MoM in relation for license period and correspondence between OreCorp Ethiopia and MoM in relation to the Yubdo License including the Annual Report for the period 05 August 2011-04 August 2012. We have also conducted searches at the MoM in relation to the Yubdo License. Based on the documents provided to us and the searches that we have undertaken, we advise that the Yubdo License was validly granted to and is 100% owned by OreCorp Ethiopia (free from any encumbrances or third party interests), is in full force and effect, in good standing in all respects and not liable to forfeiture or cancellation.

10.3. Ursa Exploration License

10.3.1Description and Location

The Ursa Exploration License, together with the letter from the MoM dated 11 April 2012 (! Ursa License "), is also within the Wellega Province of Oromia Regional State, Western Ethiopia within the Yubdo locality. The Ursa License GPS Coordinates are provided under Schedule 2A and Schedule 2B of this Opinion.

10.3.2Tenure and Title

The Ursa License was granted to OreCorp Ethiopia by the Federal Democratic Republic of Ethiopia Ministry of Mines on 26/08/2011 as license number MOM\EL\244\2011. The Ursa License covers an area of 305.39KM 2 which following an application by OreCorp Ethiopia for voluntary relinquishment, has now been reduced to 243.3333KM 2. The Ursa License entitles OreCorp Ethiopia to explore Precious Metals (Gold and Silver), Base Metals (Copper, Lead, Zinc and Nickel), Platinum Group Elements (Platinum, Palladium, Osmium, Iridium, Rhodium, Ruthenium) and Chromium within the license area.

The Ursa License expires on 25/08/2014.

10.3.3 Information reviewed and opinion as to validity and good standing

16 We have reviewed the document originally granting the Ursa License and letters dated 26 August 2011 with respect to its grant. We have also reviewed copies of the work programmes submitted to the MoM in relation to each license period and correspondence between OreCorp Ethiopia and MoM in relation to the Ursa License including the Annual Report for the period 25 August 2011 - 24 August 2012. We have also conducted searches at the MoM in relation to the Ursa License. Based on the documents provided to us and the searches that we have undertaken, we advise that the Ursa License was validly granted to and is 100% owned by OreCorp Ethiopia (free from any encumbrances or third party interests), is in full force and effect, in good standing in all respects and not liable to forfeiture or cancellation.

10.4. Werri River Exploration License

10.4.1 Description and Location

The Werri River Exploration License (! Werri River License ") is within the Tigray province. The Werri River License Geographic Coordinates are provided in Schedule 3A and 3B of this Opinion.

10.4.2 Tenure and Title

The Werri River License was granted to OreCorp Ethiopia by the MoM on 26/08/2011 as license number MOM\EL\254\2011. The Werri River License covers an area of 407.08KM 2, which has been reduced to 356.6346KM 2 as at 30 April 2012. The Werri River License entitles OreCorp Ethiopia to explore for Precious Metals (Gold and Silver) and Base Metals (Copper, Lead, Zinc and Nickel) within the license area.

10.4.3 Information reviewed and opinion as to validity and good standing

We have reviewed the document originally granting the Werri River License and a letter dated 26 August 2011 with respect to the first renewal of the Werri River License. We have also reviewed copies of the work programmes submitted to the MoM in relation to each license period, and correspondence between OreCorp Ethiopia and MoM in relation to the Werri River License including the Annual Report for the period 25 August 2011 - 24 August 2012. We have also conducted searches at the MoM in relation to the Werri River License. Based on the documents provided to us and the searches that we have undertaken, we advise that the Werri River License was validly granted to and is

17 100% owned by OreCorp Ethiopia (free from any encumbrances or third party interests), is in full force and effect, in good standing in all respects and not liable to forfeiture or cancellation.

10.5. Annual rents and proposed expenditures

OreCorp Ethiopia has incurred and/or is expected to incur the following annual rental fees and expenditures to conduct its activities in the four areas under license.

Annual Yr 1 Yr 2 Yr 3 License Rent Actual Proposed Proposed Licence No. Licence Holder Name Year 1 Expenditure Expenditure Expenditure (US$) (US$) (US$) (US$) OreCorp Yubdo MOM\EL\243\2011 Ethiopia 100% 5,122 404,548 157,000 375,000 OreCorp Ursa MOM\EL\244\2011 Ethiopia 100% 8,133 313,976 160,000 375,000 Werri OreCorp River MOM\EL\254\2011 Ethiopia 100% 793 190,577 110,000 375,000 n/a Baddessa MOM\EL\433\2011 745

NOTE: Two other applications covering 240KM 2 have been submitted but processing was halted as a result of an administration moratorium at the Ethiopian Ministry of Mines.

11. Currency of Opinion

This Opinion is given at, and is current as at, the date set out at the top of the first page of this Opinion.

SCHEDULES

Schedule 1A: Yubdo License Geographic Coordinates

Schedule 1B: Updated Yubdo License Geographic Coordinates

Schedule 2A: Ursa License Geographic Coordinates

Schedule 2B: Updated Ursa License Geographic Coordinates

Schedule 3A: Werri River License Geographic Coordinates

Schedule 3B: Updated Werri River License Geographic Coordinates

SCHEDULE 1A YUBDO LICENSE GEOGRAPHIC COORDINATES

SCHEDULE 1B UPDATED YUBDO LICENSE GEOGRAPHIC COORDINATES

SCHEDULE 2A URSA LICENSE GEOGRAPHIC COORDINATES

SCHEDULE 2B UPDATED URSA LICENSE GEOGRAPHIC COORDINATES

SCHEDULE 3A WERRI RIVER LICENSE GEOGRAPHIC COORDINATES

SCHEDULE 3B UPDATED WERRI RIVER LICENSE GEOGRAPHIC COORDINATES

25 Docteur en Droit Maritime & Aérien Avocat à la Cour Member of the London court of International Arbitration User!s council

E. Nord 504 – Palais des Congrès B.P : 40034 – Nouakchott – Mauritanie Tél. : (222) 45 25 28 91 Fax : (222) 45 25 48 59

E-mail : [email protected] http://cheikhany.com/ Fondé en 1981 The Directors Silver Stone Resources Limited Ground Floor 1 Havelock Street West Perth WA 6005 AUSTRALIA

Cheikhany Jules Law Office is qualified to practice under the laws of Mauritania.

MINERAL TITLES OPINION

This Opinion has been prepared for the purposes of providing a legal opinion to Silver Stone Resources Limited (“Silver Stone”) as to the validity and good standing of the licences of OreCorp Mauritania SARL (“OreCorp Mauritania” or “Company”). The Opinion will be for due diligence purposes in relation to a potential corporate transaction and capital raising, which will involve the issue of fully paid ordinary shares in Silver Stone and will be made publicly available to potential investors in a prospectus as part of the proposed transaction.

Cheikhany Jules Law Office consents to the inclusion of this Opinion in Silver Stone’s prospectus in the context and form in which it appears and has not withdrawn such consent.

The specific matters reviewed and commented upon in this document are listed below:

Section 1 – Opinion

Section 2 - The Mauritanian Mining Code and background to its main provisions

Section 3 - Status and pertinent details of the exploration licences held by the Company

Section 4 - Exploration licences covered by the Joint Venture Heads of Agreement with Peaks Metals Mining & Technology Co (“Peaks HoA”)

Certain terms used in this Opinion shall have the meaning indicated in Annex I unless the content otherwise requires.

A reference in this Opinion to a law, decree, regulation or other legal or regulatory instrument shall mean a law, decree, regulation or other legal or regulatory instrument of the Islamic Republic of Mauritania.

For the purpose of delivering this opinion, the documentation in Annex IV has been examined.

Section 1 ––Opinion Subject to any qualifications stated herein, upon reviewing the documents referred to herein and in the Annexes and in the preceding section and upon such investigation as we have deemed necessary, we are of the opinion that the licences held directly by the Company, or those subject to the Peaks HoA, are validly granted in accordance with Mauritanian laws, are in full force and effect, in good standing and are not liable to forfeiture or cancellation.

Section 2 – The Mauritanian Mining Code and background to its main provisions

Mineral exploration and production in Mauritania is regulated by Laws 2008-011 promulgated 27 April 2008, as amended by Law 2009-026 of 7 April 2009 and by Law 2012-014 of 22 February 2012 all now referred to as the “Mining Code 2012” (“ Mining Code” ).

Article 2 of the Mining Code defines its scope of application as the exploration and production of mineral substances, as well as their treatment, concentration, enrichment and marketing with the exception of liquid and gaseous hydrocarbons.

Other relevant legal instruments include the application decrees to the Mining Code, being Decree 2008/148, Decree 2008/158, Decree 2008/159 and Decree 2009/051.

Decree 2009/131 defines the role and responsibility of the Mine Police (“Police des Mines”).

2.1 Groups of mineral substances

Mineral substances are classified under 7 different categories or groups for which specific licences are issued (article 5 of Mining Code). The complete list is included in Annex I – Definitions.

Of main relevance to OreCorp Mauritania are group 2 minerals (gold and base metals)

The principle of superimposition is applicable, i.e. it is possible for different companies to apply for and hold an exploration licence over the same area (or partially overlapping areas) provided the Mineral Title is for substances belonging to different categories under the Mining Code.

2.2 Type of Mineral Titles (Article 17 of Mining Code)

Besides those relevant to quarrying and which have no relevance in this document, the Mining Code defines three types of Mineral Titles;(i) those conferred by an Exploration Licence (“Permis de Recherche”);(ii) those conferred by a Small Scale Mining Licence (“Permis de petite Exploitation minière”); and (iii) those conferred by an Exploitation Licence (“Permis d’Exploitation”).

Rights conferred by an Exploration Licence or a Small Scale Mining Licence are real moveable rights, limited in duration, undividable and unleasable; these rights can be ceded without conditions and can be used as an “in-kind” asset for a company’s share capital.

Rights conferred by an Exploitation Licence are real immoveable rights, limited in duration, dividable and leasable; these rights can be subject to mortgage and can be used as an “in- kind” asset for a company’s share capital.

2.3 Maximum number of exploration licences

A company or person may hold a maximum of 20 exploration licences for minerals from categories 1 to 6 and a maximum of 10 licences for group 7 minerals, with an aggregate maximum of 20 licences.

Licences for which a particular company is not the operator, or over which it does not have a controlling interest, are not counted towards this aggregate maximum number (Article 21 of Mining Code). This includes interests in joint ventures, but only after the point that a licence has been transferred into a special purpose joint venture company.

As evidenced by table 1 in Annex II, the Company does not exceed the maximum number of exploration licences under validity.

2.4 Maximum size of exploration licences

An exploration licence may have a maximum surface area of 1,000 km 2 for minerals of groups 1 to 6 and 5,000 km 2 for minerals of group 7 (article 20 of Mining Code).

Upon each renewal (i.e. at the three year anniversary date) of an exploration licence, the company has to return 25% of the original licence area to the State (article 22 amended of Mining Code). The company selects the area it wishes to relinquish, the only condition being that it has to be a single zone.

As evidenced by the table in Annex II, all current exploration licences of the Company comply with this requirement.

2.5 Payment of surface and production taxes

According to articles 106 to 108 of the Mining Code, mineral titleholders are required to pay surface taxes and royalties in respect of mineral activities:

x Surface tax is payable on an annual basis for the right to access and occupy the geographical area covered by a mineral title. The amount is determined by the dimensions of the relevant geographical area and is progressively increased on an annual basis according to the number of years an exploration licence is held, according to the table below:

Year Cost (MRO) per km 2 1 2,000 2 4,000 3 6,000 4 10,000 5 12,000 6 14,000 7 20,000 8 22,000 9 24,000

x For an exploitation licence, the amount remains constant on a yearly basis at MRO 50,000 km 2. x As reflected in the table in Annex II, the Company is currently compliant with its surface tax obligations; x Royalty is payable on sale of mineral production but only applies during the exploitation period. No royalties are payable during an exploration licence.

The following rates apply to the production of minerals which may be discovered in one of the company’s exploration licences under review:

Substances Royalty percentage Copper From 3 to 5% (depending on copper price) Gold From 4 to 6.5% (depending on gold price) Lead and zinc 3% Uranium 3.5%

2.6 Exploration Licence validity period

An exploration licence is granted for an initial period of three years which can be renewed twice subject to meeting certain conditions; some of which have been summarised above, others are covered in the following sections.

These conditions include:

x Meeting the requirements of articles 27 to 29 of Decree 2008/159 (see section 2.8 further below) in terms of procedures; x Having met the minimum expenditure requirements during the previous exploration period or having lodged with the Mauritanian Treasury a payment equal to one third of that amount (article 28 of Decree 2008/159); x Relinquishing 25% of the original licence area. After the end of the final exploration period (nine years if twice renewed), a company can apply for a new exploration licence over the same area or part thereof but only after a period of 90 days has elapsed (article 34 of Mining Code).

It should be noted that an exploration licence does not take effect from the signature date of a Granting Decree, but from the date that a company signs a receipt letter acknowledging that it has received from the Cadastre Unit an original copy in French and Arabic of said Granting Decree (as per article 1 of granting decrees). It is not uncommon for several months to elapse between these different dates.

It is thus the later date which is the anniversary date for the payment of annual area fees and should trigger any application for renewal of a licence.

2.7 Expenditure requirements

The Mining Code defines certain minimum levels of exploration expenditure that the company has to meet on each of its exploration licences.

This amounts to MRO 15,000 / km 2 for the first exploration period (3 years), rising to MRO 20,000 / km 2 for the second exploration period (3 years), and to MRO 30,000 / km 2 for the third and last exploration period of 3 years (article 26 of Decree 2008/159).

These amounts have to be partially covered (one third) by a bank guarantee to be provided by the company upon granting of the licence.

These amounts are considered legally enforceable and a company’s licence may not be renewed by the Ministry should the company fail to have met its minimum exploration expenditure during the previous exploration period or lodged a payment to the Mauritanian Treasury equivalent to one third of that amount.

Separately a company has to present a “proposed expenditure” figure on its exploration licence application or renewal application which figure is used by the Cadastre Unit to evaluate the seriousness of the application. The figure currently (and informally) acceptable

4 is around MRO 150 million over a three year period. Whilst this figure is not legally binding, it is entered on the Granting Decree of the exploration licence (article 3) together with the legally enforceable bank guarantee discussed above. However as part of any renewal process the DM will prepare an opinion whether the title holder has fulfilled its legal and contractual obligations during the previous exploration period (see section 2.9 for further details). The DM in preparing such opinion may have regard to whether the title holder has largely complied with the proposed expenditure and any reason for such non compliance.

2.8 Exploration licence application process

For an exploration licence application to be validly received by the Ministry, the following requirements have to be met as per decree 2008-159 (articles 14 to 26):

x The application has to be made to the Cadastre Unit on the appropriate form; x An Application Lodging fee of MRO 50,000 has to be paid to the Mauritanian Treasury; x The required annexes to the Application Form have to be appended; these include: o The Treasury receipt for the Application Lodging fee; o The Curriculum Vitae of the “Chef de Projet” (in practice the person in charge of the exploration project); o A description of the exploration work programme foreseen; o A bank reference; o A copy of the last 3 sets of accounts of the company, or failing that a copy of the registration in the Commerce Register; o The minimum amount of funds that the company is willing to engage in the exploration programme; o A list of affiliated persons (in effect a list of shareholders if not a public company);

Once the application is validly received by the Cadastre Unit, the details of the application together with the allocated licence number are entered into the Cadastre Register and signed by both the applicant and the director of the Cadastre Unit. From this point in time, no other application can be validly made by any other applicant for the same surface area and the same group of minerals. The licence under application is thus reserved for the applicant until such time as it is formally granted to the applicant by the issuing of an appropriate Granting Decree, or the applicant renounces its application, whichever comes first.

The procedure is subject to an MRO 2 million fee per licence which is payable upon demand after the Cadastre Unit has verified the validity of the application.

2.9 Exploration licence renewal process

This procedure is set out in decree 2008-159, articles 27 to 29.

An application for renewal of an exploration licence has to be lodged 4 months prior to the expiry date of the licence. The application dossier is similar to that for an initial application, i.e.:

o A bank reference; o A certified copy of the last 3 sets of accounts of the company, or failing that a copy of the registration in the Commerce Register; o The minimum amount of funds that the company is willing to engage in the exploration programme; o A list of affiliated persons (in effect a list of shareholders if not a public company);

The applicant must also advise the Cadastre Unit of the 25% portion of the initial exploration license area which is to be surrendered.

In parallel and also 4 months prior to the expiry date of the licence, the applicant has to transmit to the DM (“Direction des Mines”) an exploration report covering the exploration activities undertaken during the initial exploration period of 3 years and the funds used for executing the reported activities.

As part of the renewal procedure, the Cadastre Unit will request an internal opinion from the DM as to whether the applicant has fulfilled all his legal and contractual obligations during the previous exploration period. As per article 22 of the Mining Code, renewal is automatically granted if all previous obligations have been met.

The procedure is subject to an MRO 2 million fee per licence which is payable upon demand after the Cadastre Unit has verified the validity of the application.

2.10 Mineral licence rights

The rights conferred on a titleholder of exploration and exploitation licences are set out and regulated in the Mining Code under articles 24 to 30, 77 to 80, 141.

These rights (subject to applicable regulations) include:

x Access to the exploration area; x Conduct exploration operations, on an exclusive basis, in respect of the mineral resources for the group covered in the licence; x Collect, remove and export samples and specimens for analysis; x Conduct sampling and pilot processing of the ore within reasonable limits; x Occupy the land within the exploration licence area and erect temporary installations, camps, constructions or buildings necessary for carrying out exploration; x Use, subject to appropriate regulations, water, wood, gravel and other materials necessary for exploration; water usage through the drilling of a water well will require a separate permit from the ministry responsible for hydraulics and water affairs; certain trees and plants are protected (as per annex to the Forestry Code, Law 97- 007 of 20 January 1997); x Renewal of the exploration licence for a further two periods of three years each, now subject to a 25% relinquishment of the initial area at each renewal; x Transfer the exploration licence to a third party subject to regulations and payment of appropriate fees; x Grant of a mining licence within the original exploration area; x Security and legal protection of ownership of rights and assets; x Stability of the fiscal regime applicable at the time of issuance of a particular mineral title; x Use the mining title, infrastructure and other mineral operation assets as collateral or security for financing needs of the mineral operations subject to MPEM approval; x Right to notice and an opportunity to cure in the event of grounds for the revocation of a mineral title; x Confidentiality of data and information during the period of validity of a mineral title;

x Just compensation in the event of expropriation which may only be based on the public interest; x In the case of direct foreign investment, the repatriation of eligible investment; x External remittance of profits, foreign loan principal and interest; x Exemption or reduced rates from customs, VAT and excise duties on the importation of equipment, apparatus, materials and spare parts for prospecting, exploration, mineral production the exportation of mineral resources (articles 103 to 105 of Mining Code); x During the first 36 months from the commencement of mineral production, a full exemption from profit tax (“BIC – Bénéfices Industriels et Commerciaux”)

2.11 Regulation of Joint Ventures

There are no provisions in the Mining Code which regulate the process of entering into joint ventures or any associated documentation such as a heads of agreement to enter into a joint venture agreement or create a joint venture company.

Effectively until such time as a joint venture company is created, the original titleholder continues in law to be the operator of the licence and the sole party responsible for meeting all contractual or legal obligations under the Mining Code. Should the future assignee effectively undertake the exploration programme, he is deemed to do so as a contractor to the titleholder.

Only the transfer process of a licence into a joint venture company is regulated by the Mining Code as described further (section 3.2).

2.12 Transfer of Exploration Licences

This procedure is set out in decree 2008-159, articles 47 to 54 and is fairly similar to that of an initial exploration licence application or application for renewal with some minor differences which are described herein.

The application file has to include the following documents:

x a copy of the transfer agreement between the parties; x A document (in conformity with the provisions of article 31 of the Mining Code) justifying the work undertaken so far and covering the minimal expenditure as per article 26 of decree 2008/159, or a receipt from the Mauritanian Treasury covering one third of that amount; x The Curriculum Vitae of the “Chef de Projet” (in practice the person in charge of the exploration project); x An undertaking written and signed by the assignee to accept and continue the original work programme; x An undertaking written and signed by the assignee to spend the legally defined minimum expenditure; x A description of the exploration work programme foreseen; x a bank reference for the assignee; x a certified copy of the last 3 sets of accounts of the assignee, or failing that a copy of the registration in the Commerce Register.

The application for a transfer of licence has to be made within 30 days from the date of signature of the assignment contract between the parties (article 50 of decree 2008/159) and not earlier than 12 months from the date of granting of the licence (article 6 of Granting Decrees).

Contrary to initial exploration licence applications or applications for renewal, an application for transfer does not have to be approved by the full Council of Ministers, but is approved by the Minister responsible for mines and is subject to a Ministerial Decree.

The procedure is subject to an MRO 2 million fee per licence which is payable upon demand after the Cadastre Unit has verified the validity of the application.

For the transfer to be validly made, the assignee has to provide a bank guarantee covering the minimum expenditure relating to the licence taken over.

2.13 Exploitation licence application process

As mentioned above, after the end of the final exploration period (nine years if twice renewed), a company can apply for a new exploration licence over the same area or part thereof, but only after a period of 90 days has elapsed (article 34 of Mining Code).

Alternatively a company can apply for an exploitation licence to enable it to continue working on prospective areas.

The application procedure for an exploitation licence is covered by articles 76 to 86of Decree 2008/159.

An application for an exploitation licence can only be made by a company registered under Mauritanian law.

The application file has to include the following documents:

x A document (in conformity with the provisions of article 31 of the Mining Code) justifying the work undertaken during the past exploration licence period and covering the minimal expenditure as per article 26of decree 2008/159, or a receipt from the Mauritanian Treasury covering one third of that amount; x The Curriculum Vitae of the “Chef de Projet” (in practice the person in charge of the exploration project); x A description of the technical methods to be used and the work programme foreseen; x A description of the investment plan and the investment amount; x a bank reference for the applying company; x a certified copy of the last 3 sets of accounts of the applying company, or failing that a copy of the registration in the Commerce Register;. x A Feasibility Study; x An Environmental Impact Assessment together with a mitigation plan of the environmental impacts and a site rehabilitation plan; x The production capacity foreseen; x The landowner’s agreement, if appropriate. The granting of the exploitation licence is by right, provided the company had a valid exploration licence covering the area under application and had met its previous contractual obligations in terms of exploration work and expenditure (article 41 of Mining Code).

The granting of the exploitation licence is subject to the approval of the Council of Ministers and will subsequently be the subject of a specific Granting Decree.

After the granting of the Exploitation licence, the DM will evaluate the technical and financial status of the company to determine whether it has in its opinion the capability to undertake the mine development envisaged. In case of a negative opinion, the DM can request certain conditions to be met such as association with a third party company with additional technical and financial resources (article 86 of decree 2008/159).

The company must begin exploitation work within 24 months from the date of granting of the decree though the Minister may extend this period for argued reasons (article 47 of Mining Code).

The company can relinquish its right to the application licence subject to appropriate notice to the Ministry and provided any obligations it may have had under the Mining Code have been met (article 48 of Mining Code).

It should be noted that no standards are defined for the Feasibility Study to be presented with the application dossier and this could therefore be a preliminary feasibility study. The subsequent 24 month period could then be used to prepare a definitive feasibility study.

Similarly a preliminary EIA could be prepared for submission in the application file, to be complemented by a full EIA to be prepared during the 24 months period after the granting of the exploitation licence.

2.14 Conditions attached to exploitation licences

Rights and obligations attached to an exploitation licence are covered by articles 38 to 49 of the Mining Code.

An exploitation licence can only be granted to a company registered under Mauritanian law in which the State will receive a free carried 10% equity participation. The State has the option of obtaining a further maximum 10% equity in the company at arms-length cost (article 38 of Mining Code).

Exploitation licences are granted for an initial period of 30 years. It can be renewed several times, each time for a further 10 year period (article 40 of Mining Code).

Besides exploitation and production rights, the granting of an exploitation licence also confers to its titleholder exploration rights within the same perimeter for the same group of mineral substances.

The cession or transfer of an exploitation licence will trigger a value added tax of 10% (article 43 of Mining Code).

2.15 Royalties and taxes during exploitation period

Exploitation licences are subject to an application fee of MRO 10 million (article 1.2 of law 2008/148).

The Area fees applicable to exploitation licences are set at MRO 50,000 / km 2 (article 2 of law 2008/148).

Royalty is payable on the sale of mineral production. The following rates apply to the production of minerals:

Substances Royalty percentage Copper From 3 to 5% (depending on copper price) Gold From 4 to 6.5% (depending on gold price) Lead and zinc 3% Uranium 3.5%

A two thirds reduction in the above rates is granted for amounts not exceeding MRO 6.75 billion in any fiscal period; a further one third reduction in the above rates is granted for a second tranche of MRO 6.75 billion in the same fiscal period (article 108 of Mining Code).

The amounts paid as royalties can be offset against taxable income subject to Mauritanian corporate tax (article 109 of Mining Code).

The corporation tax rate (“BIC”) is the current rate for any fiscal year (according to the annual Finance Law) but nevertheless capped at 25% and with an initial 3 year “tax holiday” (article 113 of Mining Code).

2.16 Fiscal implications of Joint Venture payments

Payments to the joint venture partners upon the achievement of certain milestones will be treated as taxable income in the hands of the recipients. The making of such payments does not give rise to any taxes or duties.

Furthermore, earn-in payments of exploration expenditures in order to obtain an equity interest in a joint venture covering an exploration licence will not give rise to any taxes or duties. It is noted that under the 2012 amendments to the Mining Code (article 43), any transfer of interest in an exploitation licence will attract a 10% tax liability on the added value of the licence.

Section 3 - Status and pertinent details of the exploration licences held by the Company

The Company holds, in its own right, Mineral Titles in respect of a certain number of exploration licences valid for certain minerals as set out in the table in Annex II.

Further, the Company currently has under application, in its own right, a certain number of exploration licences for Group 2, 4 and 5 minerals as set out in the table in Annex II.

3.1 Status and pertinent details of the Mauritanian company OreCorp Mauritania

As evidenced by the information in Annexure V, OreCorp Mauritania has complied with all legal requirements for being validly in existence and trading.

3.2 Exploration licences held directly by the Company

The Company is the titleholder of nine exploration licences, namely 1233B2, 1245B2, 1246B2, 1338B2, 1339B2, 1415B2, 1416B2, 1513B2 and 1514B2, as listed in the table in annex II and as confirmed by sighting of the original Decree in the French language granting these licences to the Company.

The validity of the exploration licences may be confirmed by documenting compliance with the principal compliance requirements which may be grounds for cancellation or revocation of an exploration licence as specified in the Mining Code and the Mining Regulations, as well as those specified in the granting Decree documents.

In addition to voluntary abandonment by the Titleholder of an exploration licence (Mining Code article 33), these grounds are:

x Violation of the Mining Code and Mining Regulations by the Titleholder (Mining Code article 24); x Failure to initiate exploration work within 90 days of the issue of the Exploration Licence (Mining Code article 31); x Failure to provide an acceptable programme of exploration work (articles 8 to 12 of Law 2009-131); x Failure to effect the required payments (area fees) within the required time (Mining Code article 32); x Failure to submit an annual report to the Ministry (article 15 of Law 2009-131); and

x Violation of environmental regulations and in particular failure to perform an EIN (article 4 of Granting Decree).

With the exception of non-payment of the licence application fees and first year’s area fees, and failure to provide the required bank guarantee (article 5 of the granting Decree), all grounds for revocation require prior notice and an opportunity to remedy before termination becomes effective (article 60 of the Mining Regulations).

The determination of whether a Mineral Title is currently valid may thus be determined by confirming compliance with these obligations.

As set out in the first table in the attached annexure II, the Company’s exploration licences are compliant and are not currently subject to revocation. This statement is subject to the following assumptions:

x All exploration licences are taken to have been validly issued and received by the Company, based upon the copies of the Granting Decrees inspected. x Bank guarantees have been deposited by the Company with a commercial bank. x Based on the copies of the 2011 Annual Reports that have been stamped by the DMG or DM, the Company has complied with its annual reporting obligation in respect of its exploration licences. x Based on the copies of the 1Q2012, 2Q2012 and 3Q2012 Quarterly Reports that have been stamped by the DM, the Company has complied with its quarterly reporting obligation in respect of its exploration licences. x Based on the copies of the receipts from the Mauritanian Treasury, the company is compliant with its area tax obligation for each exploration licence. x The Company is compliant with its environmental obligations as it has lodged an EIN for all of its exploration licences; the front page of each EIN report has been stamped by the DMG or the Ministry of Environment to show evidence of delivery. All of the EINs have now also been validated by the Ministry of Environment.

Compliance with minimum expenditure requirements (as defined by the Mining Code)

Licence number Area Minimum Cumulative expenditure to (km2) expenditure date (million MRO) (million MRO)

1245B2 610 9.150 45.577 1246B2 420 6.300 37.616 1338B2 480 7.200 29.253 1339B2 420 6.300 35.518 1415B2 308 4.620 62.036 1416B2 312 4.680 61.909 1233B2 750 11.250 3.550 1513B2 435 6.525 2.920 1514B2 491 7.365 3.032

On the basis of the expenditures set out in the table above, the Company has already complied fully with its minimum expenditure requirements on all exploration licences (except for the three licences just recently issued, 1233B2, 1513B2, and 1514B2) in its name, for the first three year term of the licences.

The proposed work programs submitted with each of the applications for the Company’s granted exploration licences are set out in Annex III.

3.3 Exploration licence applications in the name of OreCorp Mauritania

In addition to the granted exploration licences, the Company has a total of 6 exploration licences under application, which have been entered into the Cadastre Register.

The applications for these six licences (1345B5, 1346B5, 1708B2, 1709B2, 1710B2 and 1799B4) are currently in the Ministry and the Company is waiting to receive the formal notification for payment of the application fee and the first year’s area fees;

From the documentation submitted and reviewed, as at the date of this report, all applications are compliant with the legal requirements for an application to be valid.

The proposed work programs submitted with each of the applications for the Company’s exploration licences which are applications are set out in Annex III.

Section 4 - Exploration licences covered by Joint Venture Heads of Agreement with Peaks

4.1 Status of Peaks

Peaks is a company registered under the laws of the Government of Dubai, as an Offshore Company under registration number OF3038.

Peaks undertakes its business activities in Mauritania under an official representation which was registered in the Mauritanian Commercial Register on 11November 2009 under numbers 3.023 of the Chronological Register and 57.423 of the Analytical Register.

Its Mauritanian Representation has been registered at the RNC (“Répertoire National des Contribuables” – National Register of Taxpayers) under the fiscal identification number 20300075, as per immatriculation certificate n° 000022139/DGI/RNC dated 9 August 2011.

4.2 Exploration Licences held by Peaks

Peaks is the holder of exploration licences 335B2, 813B2, 814B2 and 815B2, which are all current.

Based on the evidence submitted to us:

x All of the Peaks exploration licences have been validly issued and received by Peaks, based on the copies of the Granting Decrees inspected; x The Bank Guarantees have been deposited by Peaks with a commercial bank; x Peaks is compliant with its annual reporting obligation for 2011, as evidenced by the copies inspected bearing the stamp of the DMG; x Peaks is compliant with its quarterly reporting obligation for 1Q2012, 2Q2012 and 3Q2012 as evidenced by the copies inspected bearing the stamp of the DM; x Peaks is compliant with its financial obligations in respect of the 2011 annual area fees based on the copies of Mauritanian Treasury receipts inspected; x Peaks is compliant with its environmental obligations as an EIN for all licences have been lodged with the Ministry of Environment; the required inspection visit by the Ministry of Environment has taken place and the EIN have been duly validated.

It is noted that the Peaks licences will not count towards the maximum aggregate number of exploration licences (20) which can be held by the Company until such time as a joint venture company (in which the OreCorp would have a controlling interest) has been duly established and title to these licences has been transferred to the joint venture company.

Further, should OreCorp elect to withdraw from the Oua Oua Project Joint Venture before a joint venture company is established, the licences will at no stage be included in OreCorp’s licence count.

The table below provides details of the minimum expenditure requirements (as defined by the Mining Code), for the Peaks licences.

Licence number Area Minimum Cumulative expenditure to expenditure date (million MRO) (km2) (million MRO)

335B2 978 19.560 192.6 (note 2)

813B2 875 13.125 28.4

814B2 945 14.175 28.4

815B2 297 4.455 28.4

Notes :

1: Cumulative figure calculated from USD at nominal exchange rate of 1 USD = 290 MRO.

2: This is an estimate only as Peaks did not previously report expenditure separately for licence 335; it is considered a conservative estimate due to the volume of exploration work completed on 335.

On the basis of the expenditures set out in the table above for licence 335B2, Peaks has already complied fully with its minimum expenditure requirements, for the first three year term of the licence.

The proposed work programs submitted with each of the applications for the Peaks’ granted exploration licences are set out in Annex III.

Maître Cheikhany Jules Nouakchott, Mauritania 17 January 2013

ANNEX I

DEFINITIONS

The term “ Cadastre ” refers to the Cadastre Unit (“Service du Cadastre Minier”) within the DM of the Ministry of Petroleum, Energy and Mines of Mauritania which receives and processes mineral title applications and renewals and also maintains the records of the mineral titles and areas subject to mineral rights under the terms of the Mining Code;

The term “ Company ” refers to OreCorp Mauritania sarl, a company registered under the laws of Mauritania;

The term “ Granting Decree ” refers to a specific decree issued to grant an Exploration Licence to a company;

The term “ DM ” refers to the Directorate for Mines (“Direction des Mines”) within the Ministry of Petroleum, Energy and Mines of Mauritania which presently holds the authority to administer and supervise the mineral titles (formerly held by DMG);

The term “ DMG ” refers to the former Directorate for Mines and Geology (“Direction des Mines et de la Géologie”) within the previous ministry responsible for Mines in Mauritania which had the authority to administer and supervise the mineral titles;

The term “ EIN ” refers to the Environmental Impact Notice (“Notice d’Impact sur l’Environnement”) to be elaborated by or on behalf of the Company on the granting of exploration licences according to the terms of the Environmental Code 2000 and the EIA Decree 2004, as well as article 5 of the exploration licences issuing decrees;

The term “ Government ” refers to the Government of the Islamic Republic of Mauritania, including, for the purpose of this document, the ministries, directorates, public companies and other public bodies and regulatory entities;

The term “ Ministry ” refers to the ministry with responsibility for mineral exploration and production, currently the Ministry for Petroleum, Energy and Mines;

“Mauritania ” shall refer to the Islamic Republic of Mauritania;

A reference to the “ Mining Code 1999 ” means Law 99-013 of 23 June 1999 being the Mining Code in effect until superseded by Law 2008-011;

A reference to the “ Mining Code ” means Law 2008-011 promulgated 27 April 2008 as amended by Law 2009-026 of 7 April 2009and by Law 2012-014 of 22 February 2012 and governing the licensing and exercise of mineral exploration and mining activities in Mauritania; see article 5 (amended) for definition of mineral groups;

A reference to the “ Mining Regulations ” means the regulations approved by Decrees 2008- 158 and 2008-159 of 4 November 2008, and 2009-051 of 4 February 2009, and 2009-131 of 9 April 2009 and providing the regulatory and fiscal details to the provisions of the Mining Code;

A reference to the “ Environmental Code ” means Law 2000.045 promulgated 26 July 2000 covering rules and regulations on the protection of the environment;

A reference to the “ EIA Decree ” means Decree 94-2004 on Environmental Impact Assessments promulgated 24 November 2004 as amended by Decree 2007-105 of 13 April 2007 and which also governs the compilation of Environmental Impact Notices;

A reference to “ Group 2 minerals ” means any or all of the following: copper, lead, zinc, cadmium, germanium, indium, selenium, tellurium, molybdenum, tin, tungsten, nickel, cobalt, minerals of the platinoid group, gold, silver, magnesium, antimony, barium, boron, fluorine, sulphur, arsenic, bismuth, strontium, mercury, titanium and zirconium (in sands), rare earths;

A reference to “ Group 4 minerals ” means any or all of the following: uranium and other radioactive elements;

A reference to “ Group 5 minerals ” means any or all of the following: phosphate, bauxite, sodium and potassium salts, alum, sulphates other than alkaline-earthsulphates and any other metallic mineral substances, mined for industrial purposes; any industrial or commercial rock, excluding quarry mineral substances, mined for industrial uses such as : asbestos, talc, mica, graphite, kaolin, pyrophyllite, onyx, chalcedony, opal ;

A reference to “ ouguiyas ” or “ MRO ” refers to the official currency of the Islamic Republic of Mauritania, having as of 17 January 2013, an approximate average exchange rate of 298.52 ouguiyas for each US dollar 1.00 (official exchange rate of the Central Bank of Mauritania which does not provide a quote for the Australian dollar);

The term “ Mineral Title ” refers to an exploration licence, an exploitation licence or a licence for small scale mining operation for the conduct of the relevant exploration or mining activity in respect of the mineral(s) specified in the mineral title and which has been issued under the terms of the Mining Code;

“Titleholder ” or “ Mineral titleholder ” refers to the Company, or if used without capital letters, to any person who is a holder of a Mineral Title;

15 ANNEX II LICENCE SCHEDULE &DETAILS Surface Tax Surface Tax Surface Tax Surface Tax Legal Minimum Legal Minimum Licence Date Decree Date Expiry Application fee Year 1 Year 2 Year 3 Year 4 Expenditure Expenditure Area (km2) Licence Holder Lodged Number Accepted Date (MRO)* (MRO)* (MRO) (MRO) (MRO) (MRO) (USD) Akjoujt South Project Ͳ group 2licences for gold and base metals 1245B2 610 OreCorp 100% 2 ͲDec Ͳ10 2011 Ͳ139 12 ͲJul Ͳ11 11 ͲJul Ͳ14 2,000,000 1,220,000 2,440,000 3,660,000 9,150,000 31,552 1246B2 420 OreCorp 100% 2 ͲDec Ͳ10 2011 Ͳ138 12 ͲJul Ͳ11 11 ͲJul Ͳ14 2,000,000 840,000 1,680,000 2,520,000 6,300,000 21,724 1338B2 480 OreCorp 100% 22 ͲFeb Ͳ11 2011 Ͳ161 21 ͲJul Ͳ11 20 ͲJul Ͳ14 2,000,000 960,000 1,920,000 2,880,000 7,200,000 24,828 1339B2 420 OreCorp 100% 22 ͲFeb Ͳ11 2011 Ͳ137 12 ͲJul Ͳ11 11 ͲJul Ͳ14 2,000,000 840,000 1,680,000 2,520,000 6,300,000 21,724 1415B2 308 OreCorp 90% 27 ͲApr Ͳ11 2011 Ͳ165 21 ͲJul Ͳ11 20 ͲJul Ͳ14 2,000,000 616,000 1,232,000 1,848,000 4,620,000 15,931 1416B2 312 OreCorp 90% 27 ͲApr Ͳ11 2011 Ͳ164 21 ͲJul Ͳ11 20 ͲJul Ͳ14 2,000,000 624,000 1,248,000 1,872,000 4,680,000 16,138 1513B2 435 OreCorp 100% 20 ͲJun Ͳ11 2012 Ͳ201 11 ͲSep Ͳ12 10 ͲSep Ͳ15 2,000,000 870,000 1,740,000 2,610,000 6,525,000 22,500 1514B2 491 OreCorp 100% 20 ͲJun Ͳ11 2012 Ͳ183 07 ͲAug Ͳ12 06 ͲAug Ͳ15 2,000,000 982,000 1,964,000 2,946,000 7,365,000 25,397 3,476 Aleg Project Ͳ group 5licence applications for phosphate 1345B5 475 OreCorp 100% 22 ͲFeb Ͳ11 2,000,000 950,000 1346B5 475 OreCorp 100% 22 ͲFeb Ͳ11 2,000,000 950,000 950 Khol Project Ͳ group 2licence applications for gold and base metals 1708B2 984 OreCorp 100% 21 ͲFeb Ͳ12 2,000,000 1,968,000 1709B2 896 OreCorp 100% 21 ͲFeb Ͳ12 2,000,000 1,792,000 1710B2 982 OreCorp 100% 21 ͲFeb Ͳ12 2,000,000 1,964,000 2,862 Oua Oua Project Ͳ group 2licences for gold and base metals 1233B2 750 OreCorp 100% 29 ͲNov Ͳ10 2012 Ͳ174 07 ͲAug Ͳ12 06 ͲAug Ͳ15 2,000,000 1,500,000 3,000,000 4,500,000 11,250,000 38,793 335B2 978 OreCorp Earning up to 90% No Data 2010 Ͳ054 22 ͲJun Ͳ10 21 ͲJun Ͳ13 2,000,000 1,956,000 1,956,000 5,868,000 9,780,000 19,560,000 67,448 813B2 875 OreCorp Earning up to 90% No Data 2011 Ͳ244 14 ͲDec Ͳ11 13 ͲDec Ͳ14 2,000,000 1,750,000 3,500,000 5,250,000 13,125,000 45,259 814B2 945 OreCorp Earning up to 90% No Data 2011 Ͳ243 14 ͲDec Ͳ11 13 ͲDec Ͳ14 2,000,000 1,890,000 3,780,000 5,670,000 14,175,000 48,879 815B2 297 OreCorp Earning up to 90% No Data 2011 Ͳ300 05 ͲFeb Ͳ12 04 ͲFeb Ͳ15 2,000,000 594,000 1,188,000 1,782,000 4,455,000 15,362 3,845 Bou Naga Project Ͳ group 4licences application for uranium and other radioactive minerals 1799B4 839 OreCorp 100% 17 ͲMay Ͳ12 2,000,000 1,678,000 839

Total Km2 11,972 Total MRO: 38,000,000 23,944,000 27,328,000 43,926,000 9,780,000 114,705,000 395,534 Total USD: 131,034 82,566 94,234 151,469 33,724 395,534 *Ͳ Application Fee &Year 1surface tax is paid when validity of application has been verified by Cadastre Unit *Ͳ Exchange rate used 1USD =290 MRO ANNEX III PROPOSED WORK PROGRAM EXPENDITURE Propose d Propose d Propose d Expenditure Expenditure Expenditure Licence Date Decree Date Expiry Year 1 Year 2 Year 3 Area (km2) Licence Holder Lodged Number Accepted Date (MRO)*** (MRO) *** (MRO) *** Akjoujt South Project Ͳ group 2licences for gold and base metals 1245B2 610 OreCorp 100% 2 ͲDec Ͳ10 2011 Ͳ139 12 ͲJul Ͳ11 11 ͲJul Ͳ14 13,095,000 22,677,500 67,785,000 1246B2 420 OreCorp 100% 2 ͲDec Ͳ10 2011 Ͳ138 12 ͲJul Ͳ11 11 ͲJul Ͳ14 12,841,000 22,169,500 67,023,000 1338B2 480 OreCorp 100% 22 ͲFeb Ͳ11 2011 Ͳ161 21 ͲJul Ͳ11 20 ͲJul Ͳ14 12,835,000 22,157,500 67,005,000 1339B2 420 OreCorp 100% 22 ͲFeb Ͳ11 2011 Ͳ137 12 ͲJul Ͳ11 11 ͲJul Ͳ14 12,715,000 21,917,500 66,645,000 1415B2 308 OreCorp 90% 27 ͲApr Ͳ11 2011 Ͳ165 21 ͲJul Ͳ11 20 ͲJul Ͳ14 68,750,000 137,500,000 275,000,000 1416B2 312 OreCorp 90% 27 ͲApr Ͳ11 2011 Ͳ164 21 ͲJul Ͳ11 20 ͲJul Ͳ14 68,750,000 137,500,000 275,000,000 1513B2 435 OreCorp 100% 20 ͲJun Ͳ11 2012 Ͳ201 11 ͲSep Ͳ12 10 ͲSep Ͳ15 5,637,000 16,552,500 73,935,000 1514B2 491 OreCorp 100% 20 ͲJun Ͳ11 2012 Ͳ183 07 ͲAug Ͳ12 06 ͲAug Ͳ15 5,749,000 16,776,500 74,271,000 3,476 Aleg Project Ͳ group 5licence applications for phosphate 1345B5 475 OreCorp 100% 22 ͲFeb Ͳ11 1346B5 475 OreCorp 100% 22 ͲFeb Ͳ11 950 Khol Project Ͳ group 2licence applications for gold and base metals 1708B2 984 OreCorp 100% 21 ͲFeb Ͳ12 1709B2 896 OreCorp 100% 21 ͲFeb Ͳ12 1710B2 982 OreCorp 100% 21 ͲFeb Ͳ12 2,862 Oua Oua Project Ͳ group 2licences for gold and base metals 1233B2 750 OreCorp 100% 29 ͲNov Ͳ10 2012 Ͳ174 07 ͲAug Ͳ12 06 ͲAug Ͳ15 8,462,500 8,118,750 11,562,500 335B2 978 OreCorp Earning up to 90% No Data 2010 Ͳ054 22 ͲJun Ͳ10 21 ͲJun Ͳ13 78,400,000 80,800,000 77,900,000 813B2 * 875 OreCorp Earning up to 90% No Data 2011 Ͳ244 14 ͲDec Ͳ11 13 ͲDec Ͳ14 28,175,000 814B2 * 945 OreCorp Earning up to 90% No Data 2011 Ͳ243 14 ͲDec Ͳ11 13 ͲDec Ͳ14 28,175,000 815B2 * 297 OreCorp Earning up to 90% No Data 2011 Ͳ300 05 ͲFeb Ͳ12 04 ͲFeb Ͳ15 28,175,000 3,845 Bou Naga Project Ͳ group 4licence applications for uranium and other radioactive minerals 1799B4 839 OreCorp 100% 17 ͲMay Ͳ12 839

Total Km2 11,972 Total MRO: 371,759,500 486,169,750 1,056,126,500 Total USD** 1,281,929 1,676,447 3,641,816 * Proposed expenditure not reported separately ** Exchange rate used 1USD =290 MRO 2 *** It is noted that the legal minimum expenditure per licence, for the first exploration period of three years, is MRO 15,000 per km (which is equivalent to approximately US$52,000 per license, for the three year period).

ANNEX IV

DOCUMENTS

Corporate documents

1. OreCorp Mauritania’s Articles of Association; 2. OreCorp Mauritania’s Certificate of Registration in the Mauritanian Commerce Register; 3. OreCorp Mauritania’s Certificate of Registration in the Mauritanian National Register of Taxpayers; 4. OreCorp Mauritania’s Certificate of registration at the Mauritanian national social security office; 5. OreCorp Mauritania’s Minutes of board meetings dated 15 November 2010, 30 May 2011, 19 January 2012 and 12 February 2012; 6. Certificate of Incorporation of Peaks; 7. Certificate of Registration of the Mauritanian Representation of Peaks in the Mauritanian Commerce Register; 8. Certificate of Registration of the Mauritanian Representation of Peaks in the Mauritanian National Register of Taxpayers;

Licence documents

For each of the exploration licences 1233, 1245, 1246, 1338, 1339, 1415, 1416, 1513, 1514 (all held by the Company), and 335, 813, 814, 815 (held by Peaks),:

1. Granting Decrees; 2. Copies of Bank guarantees; 3. Copies of receipts from Mauritanian Treasury in respect of licence application fees and current area fees; 4. Copies signed by the Ministry of 2011 annual reports on the licences; 5. Copies signed by the Ministry of 2012 first quarter, second quarter and third quarter reports on the licences; 6. Copy of letter from Ministry of Environment dated 30 September 2012 validating the EIN for licences 1245B2, 1338B2 and 1339B2; 7. Copy of letter from Ministry of Environment dated 27 November 2012 validating the EIN for licences 335B2, 813B2, 814B2 and 815B2 (Peaks licences); 8. Copy of letter from Ministry of Environment dated 10 December 2012 validating the EIN for licence 1233B2; 9. Copy of letter from Ministry of Environment dated 11 December 2012 validating the EIN for licences 1246, 1415, 1416, 1513 and 1514.

Additionally for licence 335:

1. Granting (renewal) Decrees;

For each of the exploration licences 1345, 1346, 1708, 1709, 1710, 1799 (being applied for by the Company)

1. Cadastral application form; 2. Copies of receipts from Mauritanian Treasury in respect of Application lodging fee;

ANNEX V

INFORMATION REGARDING ORECORP MAURITANIA

OreCorp Mauritania sarl is a company established under Mauritanian law according to the provisions of law n° 2000- 05 dated 18 January 2000 on the Commercial Code.

The partners (“associés”) gathered in a General Assembly on 15 November 2010 to:

x Proceed with the signature of the articles of association (“Statuts”); x Evidence the release of shares (“parts sociales”); x Initiate the procedure of legalisation of the corporate structure. The share capital of the company, being one million Mauritanian ouguiyas, is in accordance with the provisions of article 341 of the Commercial Code as far as the minimum capital is concerned for a company with limited responsibility (“société à responsabilité limitée” – SARL).

There were three bearers of shares present at that first assembly, representing 100% of the company’s share capital, as follows:

x OreCorp International Pty Ltd, holding 98% of the shares on issue; x Mr Matthew Giles Yates, holding 1% of shares, on bare trust for OreCorp; and x Mr Nicolas William Holman, holding 1% of shares, on bare trust for OreCorp. They were present either as a partner or under a power of attorney delivered in accordance with regulations.

The attendance record entered into the relevant registers of the Company confirms that this formal obligation has been met.

The presence of all partners at this meeting gives a true legal value to this General Assembly as it conforms totally with the provisions of article 345 of the Commercial Code which says “all partners have to participle in the deed of incorporation of the company either in person, or through a person holding a legal power of attorney”.

The General Assembly has evidenced the total release of shares and proceeded to elect Messrs Yates and Holman the first managers (“gérants”) in accordance with the provisions of articles 346 and 361 of the Commercial Code.

The deliberations of the General Assembly are recorded onto minutes of meetings registered in the register of archives of the company in accordance with regulations in force and lodged, to be registered as minutes, under Filing Act n° 0060/12/RAD signed by the Notary on the 2 nd February 2012.

The same Filing Act also certifies the lodging of four copies of the Articles.

OreCorp Mauritania has been registered in the Commercial Register on 12 December 2010 under numbers 3.654 of the Chronological register and 63.942 of the Analytical register.

OreCorp Mauritania has been registered at the RNC (“Répertoire National des Contribuables” – National Register of Taxpayers) under the fiscal identification number 20300166, as per immatriculation certificate n° 00002739/DGI/RNC dated 29 September 2011.

The legalisation procedure was completed with the registration of the company at the national social security office (“Caisse Nationale de Sécurité Sociale”) under the number 8435.

12. DIRECTORS AND CORPORATE GOVERNANCE

12.1 Directors

Disclosure of the Directors (and proposed Directors) and their background is contained at the beginning of this Prospectus in the Investment Overview section.

12.2 ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations with 2010 Amendments (2nd Edition) as published by ASX Corporate Governance Council (Recommendations ).

In light of the Company’s size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined below (based on current practices of the Company together with the future intentions of the proposed new Board) and the Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website www.silverstoneresources.com.au.

Board of directors

The Board is responsible for the corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

(a) maintain and increase Shareholder value;

(b) ensure a prudential and ethical basis for the Company’s conduct and activities; and

Consistent with these goals, the Board assumes the following responsibilities:

(a) developing initiatives for profit and asset growth;

(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;

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(d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting.

However, subject thereto, the Company is committed to the following principles:

(a) the Board is to comprise persons with a blend of skills, experience and attributes appropriate for the Company and its business; and

(b) the principal criterion for the appointment of new directors is their ability to add value to the Company and its business.

No formal nomination committee or procedures have yet been adopted for the identification, appointment and review of the Board membership, but an informal assessment process, facilitated in consultation with the Company’s professional advisors, has been committed to by the current Board. The proposed new Board intends to adopt a formal nomination committee following completion of the Acquisition.

Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

Remuneration arrangements

The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decision-making process.

The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $225,000 per annum.

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In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, non-cash performance incentives such as Options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors’ time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

The proposed new Board intends to adopt a formal remuneration committee following completion of the Acquisition.

Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its key management personnel (i.e. Directors and, if applicable, any employees reporting directly to the managing director). The policy generally provides that the written acknowledgement of the Chair (or the Board in the case of the Chairman) must be obtained prior to trading.

External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

Audit committee

Currently, the full Board carries out the duties that would ordinarily be assigned to a formal audit committee under the written terms of reference for that committee, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company’s internal financial control system and risk management systems and the external audit function.

The proposed new Board intends to adopt a formal audit committee following completion of the Acquisition.

Diversity policy

The Board is yet to adopt a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

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The proposed new Board intends to adopt a diversity policy following completion of the Acquisition.

12.3 Departures from Recommendations

Following admission to the Official List of ASX, the Company will be required to report any departures from the Recommendations in its annual financial report.

The Company’s compliance and departures from the Recommendations (based on its proposed new board of directors) as at the date of this Prospectus are set out on the following pages.

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RECOMMENDATIONS COMMENT

1. Lay solid foundations for management and oversight

1.1 Companies should establish the The Company’s Corporate Governance Policies include a Board Charter, which discloses the functions reserved to the board specific responsibilities of the Board and those delegated to senior executives. and those delegated to senior The Board delegates are responsible for the day-to-day operations and administration of the executives and disclose those Company. functions.

1.2 Companies should disclose the The Company’s Corporate Governance Policies include a section on performance evaluation process for evaluating the practices adopted by the Company. performance of senior The Board shall undertake an annual performance evaluation of itself. The performance executives. evaluation shall be conducted in such manner as the Board deems appropriate.

1.3 Companies should provide the The Company will provide an explanation of any departures from Recommendations 1.1 and information indicated in the 1.2 (if any) in its future annual reports. Guide to reporting on Principle No performance evaluation of senior executives has taken place to date, as the Company’s 1. only proposed executive, Matthew Yates, has only recently been appointed (to take effect from completion of the Acquisition). In any event, this process will be conducted annually and the first year has not been completed. Future annual reports will disclose whether such a performance evaluation has taken place in the relevant reporting period and whether it was in accordance with the process disclosed. The Corporate Governance Policies, which includes the Board Charter, are posted on the Company’s website.

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RECOMMENDATIONS COMMENT

2. Structure the board to add value

2.1. A majority of the board should An independent director is one who is independent from management and free from any be independent directors. business or other relationship that could, or could reasonably be perceived to materially interfere with the exercise of independent judgement. The majority of the proposed Board will comprise of independent directors.

2.2. The chair should be an It is proposed that Mr Craig Williams will undertake the role of Non-Executive Chairman and will independent director. be independent.

2.3. The roles of chair and chief The Company proposes to have a Managing Director and Chief Executive Officer (Matthew executive officer should not be Yates) who will be separate from the chair. exercised by the same individual.

2.4. The board should establish a No formal nomination committee has been established by the Company as yet but it is nomination committee. intended that a nomination committee will be established post completion of the Acquisition.

2.5. Companies should disclose the The Company’s Corporate Governance Policies include a section on performance evaluation process for evaluating the within the Board Charter. The performance of the Board and individual directors are evaluated performance of the board, its in accordance with the Board Charter. committees and individual The Board shall undertake an annual performance evaluation of itself. The performance directors. evaluation shall be conducted in such manner as the Board deems appropriate. The Company has established guidelines to identify the indicators of the director’s performance during the course of the year.

2.6. Companies should provide the The Company has provided details of each proposed director, such as their skills, experience information indicated in the and expertise relevant to their position in this Prospectus and will also provide these details on its Guide to reporting on Principle website and in future annual reports.

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RECOMMENDATIONS COMMENT 2. Explanation of departures from Principles and Recommendations 2.1, 2.2, 2.3, 2.4 and 2.5 (if any) are set out above. The Company will provide an explanation of any departures from Recommendations 2.1, 2.2, 2.3, 2.4 and 2.5 (if any) in its future annual reports. No performance evaluation of the Board (and proposed new Board) has taken place to date, as the Company’s only proposed executive, Matthew Yates, has only recently been appointed (and will take effect from completion of the Acquisition). In any event, this process will be conducted annually and the first year has not been completed. Future annual reports will disclose whether such a performance evaluation has taken place in the relevant reporting period and whether it was in accordance with the process disclosed. The Company’s Corporate Governance Policies are posted on the Company’s website.

3. Promote ethical and responsible decision-making

3.1. Companies should establish a The Company’s Corporate Governance Policies include a formal Code of Conduct, which code of conduct and disclose provides a framework for decisions and actions in relation to ethical conduct in employment. the code or a summary of the The Company is committed to the highest level of integrity and ethical standards in all business code as to: practices. Directors and employees must conduct themselves in a manner consistent with • the practices necessary to current community and corporate standards and in compliance with all legislation. maintain confidence in the All directors and employees are expected to act with the utmost integrity and objectivity, company’s integrity striving at all times to enhance the reputation and performance of the Company. • the practices necessary to The Company’s Corporate Governance Policies, which include the Code of Conduct, are take into account their posted on the Company’s website. legal obligations and the reasonable expectations of their stakeholders • the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

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RECOMMENDATIONS COMMENT

3.2. Companies should establish a Due to the small scale of the Company’s operations and the limited number of employees, the policy concerning diversity and Company has not yet established a policy concerning diversity. disclose the policy or a The Company is committed to ensuring a diverse mix of skills and talent exists amongst its summary of that policy. The directors, officers and employees and is utilised to enhance the Company’s performance. policy should include requirements for the board to The Company is in the process of determining appropriate measurable objectives for achieving establish measureable gender diversity. objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them.

3.3. Companies should disclose in Due to the small scale of the Company’s operations and the limited number of employees, the each annual report the Company has not yet set measurable objectives for achieving gender diversity. measureable objectives for As a priority, the Company is focusing on the participation of women on its Board and within achieving gender diversity set senior management. The Company is in the process of determining appropriate measurable by the board in accordance objectives for achieving gender diversity. with the diversity policy and progress in achieving them.

3.4. Companies should disclose in Currently, the Company and its consolidated entities do not have any female employees. The each annual report the information has been provided in the annual report. proportion of women As a priority, the Company is focusing on the participation of women on its Board and within employees in the whole senior management. The Company is in the process of determining appropriate measurable organisation, women in senior objectives for achieving gender diversity. executive positions and women on the board.

3.5. Companies should provide the The Company will provide an explanation of any departures from Recommendations 3.1, 3.2, information indicated in the 3.3 and 3.4 (if any) in its future annual reports. Guide to reporting on Principle 3.

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RECOMMENDATIONS COMMENT

4. Safeguard integrity in financial reporting

4.1. The board should establish an The Board considers the Company is not currently of a size, or its financial affairs of such audit committee. complexity, to justify the establishment of an audit committee. The Board, as a whole, currently serves as the audit committee. It is proposed that following completion of the Acquisition, an audit committee will be formed in compliance with this Recommendation.

4.2. The audit committee should be Whilst there is currently no formal audit committee, the overall structure of the Board which structured so that it: serves as the informal audit committee is structured in a manner consistent with the Recommendation. • consists only of non- executive directors It is proposed that following completion of the Acquisition, an audit committee will be formed in compliance with this Recommendation. • consists of a majority of independent directors • is chaired by an independent chair, who is not chair of the board • has at least three members.

4.3. The audit committee should In the absence of an audit committee, the Board sets aside time to deal with issues and have a formal charter. responsibilities usually delegated to the audit committee to ensure the integrity of the financial statements of the Company and the independence of the external auditor. The audit committee, or the full Board of the Company, is also responsible for establishing policies on risk oversight and management.

4.4. Companies should provide the The Company does not have an audit committee. Currently, the Board carries out the duties of information indicated in the the audit committee. Guide to reporting on Principle The Company will explain any departures from the Corporate Governance Recommendations 4. 4.1, 4.2 and 4.3 (if any) in its future annual reports.

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RECOMMENDATIONS COMMENT It is proposed that following completion of the Acquisition, an audit committee will be formed by the Company.

5. Make timely and balanced disclosure

5.1. Companies should establish The Company’s Corporate Governance Policies include a Continuous Disclosure Policy, which is written policies designed to designed to ensure the compliance with the disclosure obligations under the Corporations Act ensure compliance with ASX and the ASX Listing Rules and to ensure accountability at a senior executive level for Listing Rule disclosure compliance and factual presentation of the Company’s financial position. requirements and to ensure The Chief Executive Officer, Chairperson and Company Secretary is responsible for accountability at a senior communications with the ASX. This role includes responsibility for ensuring compliance with the executive level for that continuous disclosure requirements in the ASX Listing Rules and overseeing and co-ordinating compliance and disclose those information disclosure to the ASX, analysts, brokers, shareholders, the media and the public. policies or a summary of those policies.

5.2. Companies should provide the The Company will provide an explanation of any departures from Principle and information indicated in Guide Recommendation 5.1 (if any) in its future annual reports. to Reporting on Principle 5. The Corporate Governance Policies, which includes a Continuous Disclosure Policy, are posted on the Company’s website.

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RECOMMENDATIONS COMMENT

6. Respect the rights of shareholders

6.1. Companies should design a The Company’s Corporate Governance Policies include a Shareholders Communication Policy, communications policy for which aims to ensure that the shareholders are informed of all major developments affecting promoting effective the Company’s state of affairs. communication with The policy provides that information will be communicated to shareholders through: shareholders and encouraging their participation at general • the Annual Report which is distributed to all shareholders; meetings and disclose their • Half-Yearly Reports, Quarterly Reports, and all Australian Securities Exchange policy or a summary of that announcements which are posted on the Company’s website; policy. • the Annual General Meeting and other meetings so called to obtain approval for Board action as appropriate; and • compliance with the continuous disclosure requirements of the Australian Securities Exchange Listing Rules.

6.2. Companies should provide the The Company will provide an explanation of any departures from Recommendation 6.1 (if any) information indicated in the in its future annual reports. Guide to reporting on Principle The Corporate Governance Policies, which includes a Shareholders Communication Policy, are 6. posted on the Company’s website.

7. Recognise and manage risk

7.1. Companies should establish The Company’s Corporate Governance Policies include a Risk Management and Internal policies for the oversight and Compliance and Control Policy. management of material The Board determines the Company’s “risk profile” and is responsible for overseeing and business risks and disclose a approving risk management strategy and policies, internal compliance and internal control. summary of those policies.

7.2. The board should require The Company’s Corporate Governance Policies include a Risk Management and Internal management to design and Compliance and Control Policy. implement the risk

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RECOMMENDATIONS COMMENT management and internal Risk oversight, management and internal control are dealt with on a continuous basis by the control system to manage the Board. company’s material business The Board’s collective experience will enable accurate identification of the principal risks that risks and report to it on whether may affect the Company’s business. Key operational risks and their management will be those risks are being managed recurring items for deliberation at Board Meetings. effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.

7.3. The board should disclose In the absence of an audit committee, the Board sets aside time to deal with issues and whether it has received responsibilities usually delegated to the audit committee to ensure the integrity of the financial assurance from the chief statements of the Company and the independence of the external auditor. executive officer (or It is proposed that, for each reporting period the Board will request assurance from the equivalent) and the chief Managing Director that the declaration provided in accordance with section 295A of the financial officer (or equivalent) Corporations Act is founded on a sound system of risk management and internal control and that the declaration provided that the system is operating effectively in all material respects in relation to financial reporting in accordance with Section risks. 295A of the Corporations Act is founded on a sound system of The Board of the Company is also responsible for establishing policies on risk oversight and risk management and internal management. control and that the system is operating effectively in all material respects in relation to financial reporting risks.

7.4. Companies should provide the The Company will explain any departures from Recommendations 7.1, 7.2 and 7.3 (if any) in its information indicated in the future annual reports. Guide to Reporting on Principle The Corporate Governance Policies, which includes a Risk Management and Internal 7. Compliance and Control Policy, are posted on the Company’s website.

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RECOMMENDATIONS COMMENT

8. Remunerate fairly and responsibly

8.1. The board should establish a It is proposed that following completion of the Acquisition, a remuneration committee will be remuneration committee. established. Until a Remuneration Committee is established, the Board as a whole is responsible for the remuneration arrangements for the Directors and executives of the Company and considers it more appropriate to set aside time at Board meetings each year to specifically address matters that would ordinarily fall to a Remuneration Committee.

8.2. The remuneration committee Although no formal remuneration committee has been established as yet, the overall structure should be structured so that it: of the Board which serves as the informal remuneration committee is structured in a manner consistent with the Recommendation. • consists of a majority of independent directors It is proposed that following completion of the Acquisition, a remuneration committee will be established. • is chaired by an independent director • has at least three members

8.3. Companies should clearly Executive Directors remuneration packages may comprise of: distinguish the structure of non- • fixed salary; executive directors’ remuneration from that of • performance based bonuses; executive directors and senior • participation in any share/option scheme; and executives. • statutory superannuation. Non-Executive Directors receive fixed directors fees only, and do not participate in any performance-based remuneration. Non-Executive Directors are to be paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of Non-Executive Directors. Remuneration of non-executive directors is determined by the Board with reference to comparable industry levels and, specifically for directors' fees, within the maximum amount

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RECOMMENDATIONS COMMENT approved by shareholders. There is no scheme to provide retirement benefits, other than statutory superannuation, to non-executive directors. Full remuneration disclosure, including superannuation entitlements has been provided by the Company in its annual reports.

8.4. Companies should provide the The Company will provide an explanation of any departures from Corporate Governance information indicated in the Recommendations 8.1, 8.2 and 8.3 (if any) in its future annual reports. Guide to reporting on Principle The Corporate Governance Policies are posted on the Company’s website. 8.

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13. MATERIAL CONTRACTS

13.1 Implementation Agreement

On or about 20 December 2012, the Company entered into a implementation agreement ( Agreement ) with OreCorp Limited ( OreCorp ), an unlisted Australian public company, together with certain key stakeholders of OreCorp to acquire 100% of the issued share capital of OreCorp ( Acquisition ).

In accordance with the terms of the Agreement, the Company has made separate offers to each of the shareholders and option holders in OreCorp (Vendors ) to acquire 100% of their OreCorp shares and options, conditional upon completion occurring in accordance with the Agreement.

The key terms of the Agreement are as follows:

Conditions Precedent

Completion of the Acquisition is subject to (amongst other things) the mutual satisfaction or waiver by the parties of the following conditions precedent by no later than 31 March 2013:

(a) the Company receiving, in materially the same form, the final versions of the title reports which have been prepared by solicitors in the jurisdiction of the assets of OreCorp which are addressed to the Company;

(b) if required by ASX, the Company preparing a prospectus for the Capital Raising and meeting the minimum subscription under the Prospectus;

(c) the Company obtaining the approval of its shareholders for (amongst other things) a change in the nature and scale of its activities as part of the Acquisition;

(d) the Company re-complying with the requirements of Chapters 1 and 2 of the ASX Listing Rules; and

(e) the Company being entitled to acquire 100% of the issued share capital of OreCorp as a result of each OreCorp shareholder accepting the Offer.

Consideration

In exchange for the Company acquiring 100% of the issued share capital in OreCorp, the Company will issue by way of consideration on a post- Consolidation basis, the following to the OreCorp shareholders and option holders (in proportion to their existing holdings in OreCorp):

(a) 66,190,317 Shares; and

(b) 4,099,999 Options,

(together the Consideration Securities ).

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The Consideration Securities will be subject to escrow restrictions in accordance with Chapter 9 of the ASX Listing Rules.

The Options will be unlisted and each exercisable at $0.2667 on or before 30 June 2015.

Consolidation of Capital

As required by the ASX Listing Rules, the Company will undertake a consolidation of its issued capital on the basis of three (3) Shares for every four (4) Shares held and three (3) Options for every four (4) Options held ( Consolidation ) so that the Company’s Shares and Options are valued at a minimum of $0.20 each following the Consolidation.

Capital Raising

In order to fund the Acquisition and to re-comply with Chapters 1 and 2 of the ASX Listing Rules, the Company will conduct a capital raising ( Capital Raising ) to raise $5,000,000 (before costs) at an issue price of at least $0.20 (following the Consolidation). The minimum amount that may be raised under the Prospectus is $5,000,000 (before costs). The Capital Raising is the subject of the Offer under this Prospectus.

New Board of Directors

In accordance with the terms of the Agreement, other than Tony Grist remaining on the Board as a non-executive director and resigning as Chairman, each of the existing directors and Rebecca Sandford (joint company secretary) of Silver Stone will resign from their current positions with Silver Stone and the Company will appoint in their place the following OreCorp directors to the Board of Silver Stone:

(a) Matthew Yates – CEO and Managing Director;

(b) Craig R Williams – Non-Executive Chairman;

(d) Michael Klessens – Non-Executive Director; and

(e) Alastair Morrison - Non-Executive Director;

Change of Name

As a result of the Acquisition, the Company proposes to change its name to OreCorp Limited. Shareholder approval for the change of name was recently obtained on 22 January 2013.

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13.3 Underwriting Agreement

The Company has entered into an underwriting agreement ( Underwriting Agreement ) with GMP Securities Australia Pty Ltd (ABN 46 149 263 543) (AFSL 403684) ( GMP Securities ) ( Underwriter ).

Pursuant to the Underwriting Agreement, the Underwriter has agreed to fully underwrite and manage the Offer and in consideration for its services, the Company has agreed to pay GMP Securities the following:

(a) an underwriting fee of 5% (excluding GST) of the maximum amount to be raised under the Offer, being $250,000;

(b) a management fee of 1% (excluding GST) of the maximum amount to be raised under the Offer, being $50,000; and

(c) a success fee of 2% of the transaction value upon the successful completion of the Acquisition (to be capped at A$300,000).

The Company will also reimburse the Underwriter for all reasonable costs and expenses of and incidental to the Offer.

The obligations of the Underwriter to underwrite and act as lead manager to the Offer are subject to certain events of termination. The Underwriter may terminate its obligations under the Underwriting Agreement on the occurrence of specified

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events, where that event has or is likely to have a material adverse effect, including if:

(a) (lodgement of Prospectus ) the Company fails to lodge the Prospectus with ASIC on the date set out in the Prospectus timetable or the Offer is withdrawn by the Company;

(b) (no reinstatement approval ): the Company does not by 25 February 2013 (or unless extended by agreement) receive consent by ASX to the reinstatement of the Shares to trading on the official list of ASX (being a consent which, if conditional, is only conditional upon the obtaining of a minimum subscription of the Shares that are offered under the Offer (Underwritten Shares ), the achievement of a minimum spread of shareholders in the Company and the provision to ASX of such other information that is standard for reinstatement to trading), or such consent is later withdrawn or withheld;

(c) (non compliance with disclosure requirements ) it transpires that the Prospectus does not contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of:

(a) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

(b) the rights and liabilities attaching to the Underwritten Shares;

(d) (restriction on allotment ): the Company is prevented from allotting the Underwritten Shares within the time required by this Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;

(e) (withdrawal of consent to Prospectus ): any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent;

(d) (material adverse change ) an event occurs which gives rise to a material adverse effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of the Company or any of its subsidiaries including, without limitation, if any forecast in the Prospectus becomes incapable of being met or in the Underwriter's reasonable opinion, unlikely to be met in the projected time;

(e) (judgment and execution ) a judgment for more than $300,000 is obtained against the Company or any of its subsidiaries and is not set aside or satisfied within 14 days; and

(f) (timetable ): there is a delay in any specified date in the timetable set out in section 3.5 of this Prospectus, which is greater than 5 business days.

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The Underwriting Agreement is otherwise on standard commercial terms typical of an agreement of this nature.

13.4 Corporate Advisory Mandate

On or about 28 November 2012, the Company entered into a capital raising and corporate advisory mandate ( Corporate Advisory Mandate ) with GMP Securities, whereby GMP Securities agreed to act as the Company’s exclusive corporate advisor in relation to the Acquisition and as sole lead manager to the Offer.

Details of the consideration payable to GMP Securities is summarised in Section 13.3 above.

GMP Securities may, by giving written notice to the Company, terminate the Corporate Advisory Mandate on the occurrence of certain termination events, including:

(a) the Offer is prevented from proceeding due to an investigation or inquiry or proceedings initiated against the Company;

(b) a receiver, liquidator or administrator is appointed to the Company;

(d) there is a material adverse change in the condition, business, operations, assets or financial position of the Company.

The Corporate Advisory Mandate is otherwise on standard commercial terms typical of an agreement of this nature.

13.5 Employee and Contractor Long Term Incentive Plans

The Company has adopted an option plan for employees (including Directors) (Employee Option Plan ) and an option plan for contractors ( Contractor Option Plan ). The Employee Option Plan and the Contractor Option Plan differ only in respect of the class of individuals who are eligible for participation. The main features of the Option Plans (and the terms on which Invitations may be made under the Option Plans) are summarised below.

The Directors, at their discretion, may issue Plan Options to Participants at any time, having regard to relevant considerations such as the Participant’s past and potential contribution to the Company, and their period of employment with the Company.

The eligible participants under the Employee Option Plan are employees (including Directors) of the Company, or of a related body corporate. The eligible participants under the Contractor Plan are contractors engaged by the Company, or of a related body corporate, who are determined by the Board to be eligible participants for the purposes of the Contractor Option Plan. The Company will seek Shareholder approval for Director and related party participation in accordance with Listing Rule 10.14.

The Option Plans are administered by the Directors of the Company, who have the power to:

(a) determine appropriate procedures for administration of the Option Plans consistent with their terms;

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(b) resolve conclusively all questions of fact or interpretation in connection with the Option Plans;

(c) delegate the exercise of any of its powers or discretions arising under the Option Plans to any one or more persons for such period and on such conditions as the Board may determine; and

(d) suspend, amend or terminate the Option Plans.

Plan Options must be granted for nil consideration.

The exercise price of the Plan Options will be determined by the Board (in its discretion), provided that in no event will the exercise price be less than 80% of the average closing sale price of the Shares on ASX over the 5 trading days immediately preceding the date of the Invitation.

The Company must take reasonable steps to ensure that the number of Shares to be received on exercise of the Plan Options when aggregated with:

(a) the number of Shares in the same class issued during the previous 5 years under the Option Plans (or any other employee incentive plan); and

(b) the number of Shares in the same class that would be issued if each outstanding offer for Shares (including options to acquire unissued Shares) under any employee incentive plan of the Company were to be exercised or accepted,

does not exceed 5% of the total number of issued Shares at the time the invitation to acquire Plan Options is made (but disregarding any offer of Options that can be disregarded in accordance with the ASIC Class Order 03/184).

The Shares to be issued on exercise of the Plan Options will be issued on the same terms as the fully paid, ordinary shares of the Company and will rank equally with all of the Company’s then existing Shares.

The Board may determine the time periods or performance hurdles after which the Plan Options will vest and the percentage of Plan Options issued which will vest at each particular time. The Option Plans provide for the release of vesting conditions at the Board’s discretion in the event of a change of control of the Company.

A Plan Option must be exercised (if at all) not later than its expiry date and may only be exercised at any time after the Plan Option has vested. The Board may determine (in its absolute discretion) any further conditions of exercise consistent with the terms of the Option Plans.

Plan Options will not be listed for quotation. However, the Company will make application to ASX for official quotation of all Shares issued on exercise of the Plan Options as soon as practicable after their Issue Date.

The Plan Options are transferable once vested subject to compliance with the Corporations Act.

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13.6 Performance Rights Plan

The Company has adopted a performance rights plan for employees (including Directors) ( Employee Performance Rights Plan ) and a performance rights plan for contractors ( Contractor Performance Rights Plan ). The Employee Performance Rights Plan and the Contractor Performance Rights Plan differ only in respect of the class of individuals who are eligible for participation. The main features of the Performance Rights Plans (and the terms and conditions attached to the Performance Rights Plans) are summarised as follows:

Eligible Participants : The eligible participants under the Employee Performance Rights Plan are employees (including Directors) of the Company and its subsidiaries ( Eligible Employees ). The eligible participants under the Contractor Plan are contractors engaged by the Company and its subsidiaries who are determined by the Board to be eligible participants for the purposes of the Contractor Performance Rights Plan ( Eligible Contractors ).

In accordance with the Listing Rules, prior Shareholder approval will be required before any Director or related party of the Company can participate in the Employee Performance Rights Plan and be granted Performance Rights.

Limits on Entitlements : An offer of Performance Rights may only be made under the Performance Rights Plans if the number of Shares that may be acquired on exercise of those Performance Rights, when aggregated with:

(a) the number of Shares which would be issued if each outstanding offer, right or option to acquire unissued Shares, being an offer made or right or option acquired pursuant to the Performance Rights Plans or any other incentive schemes, were to be accepted or exercised (as the case may be); or

(b) the number of Shares issued during the previous 5 years pursuant to the Performance Rights Plans or any other incentive schemes;

does not exceed 5% of the total number of issued Shares as at the time of the offer (or such other maximum permitted under any ASIC class order providing relief from the disclosure regime of the Corporations Act).

Individual Limits : The Performance Rights Plans do not set out a maximum number of Shares that may be made issuable to any one person or company.

Consideration Payable : Performance Rights will be issued for no consideration and no amount will be payable upon exercise thereof.

Offer and Performance Conditions : The Performance Rights issued under the Performance Rights Plans to eligible participants will be subject to performance conditions, determined by the Board from time to time and expressed in a written offer letter ( Offer ) made by the Company to the eligible participant which is subject to acceptance by the eligible participant within a specified period. The performance conditions may include one or more of (i) service to the Company of a minimum period of time (ii) achievement of specific performance conditions by the participant and/or by the Company (iii) a vesting period following satisfaction of performance conditions before the Performance Rights vest, or (iv) such other performance conditions as the Board may determine and set out in the Offer. The Board in its absolute discretion determines whether performance conditions have been met.

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Milestone Date, Expiry Date & Lapse : Performance Rights will have an expiry date as the Board may determine in its absolute discretion and specify in the Offer. The Board is not permitted to extend an expiry date without shareholder approval.

The performance conditions of Performance Rights will have a milestone date as determined by the Board in its absolute discretion and will be specified in the Offer. The Board shall have discretion to extend a milestone date where the Board (in its sole discretion) considers that unforeseen circumstances or events have caused a delay in achieving the performance condition by the milestone date. The Board shall not be permitted to extend the milestone date beyond the expiry date of the Performance Rights.

If a performance condition of a Performance Right is not achieved by the earlier of the milestone date or the expiry date then the Performance Rights will lapse. A Performance Right will also lapse if the Board determines the participant ceases to be an Eligible Employee for the purposes of the Employee Performance Rights Plan or ceases to be an Eligible Contractor for the purposes of the Contractor Performance Rights Plan for any reason (other than as a result of retirement, disability, bona fide redundancy or death).

Retirement, Disability, Redundancy, Death or Removal as a Director : Under the Performance Rights Plans, upon the retirement, total and permanent disability, bona fide redundancy, death of a participant, or in the case of Directors who are participants, removal from office as a director, the Board shall determine, in its discretion, whether those Performance Rights which have not satisfied the performance condition but have not lapsed, shall in whole or in part be deemed to have become vested Performance Rights or be deemed to have lapsed.

Forfeiture : If a participant acts fraudulently or dishonestly or is in breach of his or her obligations to the Company, the Board will have the discretion to deem any Performance Rights to have lapsed and deem any Performance Rights that have become Shares to be forfeited. In the event the underlying Shares have been sold by the participant, the participant will be required to pay all or part of the net proceeds of that sale to the Company.

Assignment : Without prior approval of the Board, Performance Rights may not be transferred, assigned or novated, except, upon death, a participant's legal personal representative may elect to be registered as the new holder of such Performance Rights and exercise any rights in respect of them.

Takeover Bid or Change of Control : All Performance Rights automatically vest in the event of:

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(a) a Court ordering a meeting to be held in relation to a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies and the shareholders of the Company approve the proposed compromise or arrangement at such meeting;

(b) a takeover bid (as defined in the Corporations Act) is announced, has become unconditional and the person making the takeover bid has a relevant interest in 50% or more of the shares in the Company; or

Alteration in Share Capital : Appropriate adjustments will be made to the number of Performance Rights in accordance with the Listing Rules in the event of a reconstruction of the share capital of the Company, such as a share consolidation, share split or other reduction of capital.

Pro Rata Issue of Securities : If, during the term of any Performance Rights, the Company makes a pro rata issue of Securities to the Company's Shareholders by way of a rights issue, the holder thereof shall only be entitled to participate in the rights issue if the Performance Rights then held by the holder have been exercised prior to the record date for determining entitlements to the issue.

A holder will not be entitled to any adjustment to the number of Shares he or she is entitled to under any Performance Rights or adjustment to any Performance Condition which is based, in whole or in part, upon the Company’s Share price, as a result of the Company undertaking a rights issue.

Bonus Issue : If, during the term of any Performance Rights, the Company completes a bonus issue, the number of Shares each Performance Rights holder is then entitled to, shall be increased by that number of securities which the holder would have been issued if the Performance Rights then held by the holder were exercised immediately prior to the record date for the bonus issue.

Participation in other Opportunities : There are no participation rights or entitlements inherent in the Performance Rights though the Company will use reasonable endeavours to ensure that each holder is given an opportunity to participate on the same basis as if his or her Performance Rights had been exercised.

Termination, Suspension or Amendment : The Board may terminate, suspend or amend the Performance Rights Plans at any time subject to any resolution of the Company required by the Listing Rules.

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14. ADDITIONAL INFORMATION

14.1 Intercorporate Relationships

The following chart describes the inter-corporate relationships amongst OreCorp and OreCorp’s subsidiaries as at the date of this Prospectus. The percentage of ownership is listed for each entity.

OreCorp Limited (Australia)

OreCorp OreCorp OreCorp OreCorp Africa Pty Ltd REE Pty Ltd International Pty Ltd East Africa Pty Ltd (Australia) (Australia) (Australia) (Australia) 100% 100% 100% 100%

OreCorp OreCorp Minerals OreCorp Mauritania SARL PLC Mocambique Ltda (Mauritania) (Ethiopia) (Mozambique) 100% 1 100% 2 100% 2

Notes: 1. Two shares (i.e. 2% of shares on issue) are held on bare trust for OreCorp, by members of the Board/management. 2. One share (i.e. 1% of shares on issue) is held on bare trust for OreCorp, by members of the Board/management.

14.2 Litigation

As at the date of this Prospectus, our Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against our Company.

14.3 Rights attaching to Shares

The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(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.

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Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution.

(b) Voting rights

Subject to any rights or restrictions at the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

(a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

(b) 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

(c) 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).

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, the Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend which shall be payable on all Shares according to the proportion that the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited) in respect of such Shares.

The Directors may from time to time pay to the Shareholders any interim dividends as they may determine. No dividend shall carry interest as against the Company. The Directors may set aside out of the profits of the Company any amounts that they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

Subject to the ASX Listing Rules and the Corporations Act, the Company may, by resolution of the Directors, implement a dividend reinvestment plan on such terms and conditions as the Directors think fit and which provides for any dividend which the Directors may declare from time to time payable on Shares which are participating Shares in the dividend reinvestment plan, less any amount which the Company shall either pursuant to the Constitution or any law be entitled or obliged to retain, be applied by the Company to the payment of the subscription price of Shares.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in

3513-03/877607_8 225

kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Shareholder liability

As the Shares under the Prospectus are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of Shares

Generally, Shares 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 ASX Listing Rules.

(g) 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.

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.

(h) Alteration of Constitution

The Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

14.4 Options to be issued to Vendors

Pursuant to the Agreement between the Company and OreCorp detailed in Section 13.1 of this Prospectus, the Company has agreed to issue 4,099,999 Options to the Vendors (on a post-Consolidation basis) as part consideration for the acquisition of all the shares and options in OreCorp.

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Entitlement

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Subject to paragraph (m), each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price and Expiry Date

Subject to paragraphs (j) and (l), the amount payable upon exercise of each Option will be $0.2667 ( Exercise Price ).

Each Option will expire at 5.00pm (WST) on 30 June 2015 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the later of the following:

(i) the Exercise Date; and

(ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

but in any case no later than 20 Business Days after the Exercise Date, the Company will:

(iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

(iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to

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ensure that an offer for sale of the Shares does not require disclosure to investors; and

(v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Adjustment for rights issue

In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the Exercise Price may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

(m) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had

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exercised the Option before the record date for the bonus issue; and

(ii) no change will be made to the Exercise Price.

(n) Unquoted

The Company will not apply for quotation of the Options on ASX.

(o) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

14.5 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(d) as an inducement to become, or to qualify as, a Director or proposed Director; or

(e) for services provided in connection with:

(i) the formation or promotion of the Company; or

(ii) the Offer.

14.6 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) 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;

(b) promoter of the Company; or

(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

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holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;

(b) any property acquired or proposed to be acquired by the Company in connection with:

(i) its formation or promotion; or

(ii) the Offer; or

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 these persons for services provided in connection with:

(a) the formation or promotion of the Company; or

(b) the Offer.

GMP Securities has acted as underwriter of the Offer in this Prospectus. The Company will pay GMP Securities the fees set out in Section 13.3 in return for providing these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, GMP Securities has not received fees from the Company for any other services.

CSA Global (UK) Limited has acted as Independent Geologist and has prepared the Independent Geologist’s Report which is included in Section 8 of this Prospectus. The Company estimates it will pay CSA Global (UK) Limited a total of $20,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, CSA Global (UK) Limited has not received fees from the Company for any other services.

Deloitte has acted as Investigating Accountant and has prepared the Financial Information and Investigating Accountants’ Report which is included in Sections 9 and 10 of this Prospectus. The Company estimates it will pay Deloitte a total of $10,000 (excluding GST) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Deloitte has not received any fees from the Company for any other services. It is noted that Deloitte are OreCorp’s external auditor and during the 24 months preceding lodgement of this Prospectus with the ASIC, Deloitte received fees totalling $45,000 in relation to audit fees and the preparation of an earlier Investigating Accountants’ Report.

Steinepreis Paganin has acted as the Australian solicitors to the Company in relation to the Offer and has been involved in due diligence enquiries on Australian legal matters. The Company estimates it will pay Steinepreis Paganin $50,000 (excluding GST) 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 received fees from the Company of $31,406 in relation to any other services.

Cheikhany Jules Law Office has acted as the Mauritanian solicitors to the Company in this Prospectus and has prepared the Solicitor’s Report on the Projects, which is included in Section 11 of this Prospectus. The Company estimates it will pay Cheikhany Jules Law Office $2,500 for these services. Subsequently, fees will be charged in accordance with normal charge out rates.

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During the 24 months preceding lodgement of this Prospectus with the ASIC, Cheikhany Jules Law Office has not received any other fees from the Company.

Teshome Gabre-Mariam Bokan has acted as the Ethiopian solicitors to the Company in this Prospectus and has prepared the Solicitor’s Report on the Projects, which is included in Section 11 of this Prospectus. The Company estimates it will pay Teshome Gabre-Mariam Bokan $2,000 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, Teshome Gabre-Mariam Bokan has not received any other fees from the Company.

14.7 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.

GMP Securities has given its written consent to being named as the underwriter of the Offer in this Prospectus. GMP Securities has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

CSA Global (UK) Limited has given its written consent to being named as Independent Geologist in this Prospectus, the inclusion of the Independent Geologist’s Report in Section 8 of this Prospectus in the form and context in which the report is included and the inclusion of statements contained in the Investment Overview in Section 3, Proposed Chairman’s Letter in Section 4, and Project Overview in Section 6 of this Prospectus in the form and context in which those statements are included. CSA Global (UK) Limited has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Deloitte has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Financial Information and Investigating Accountants’ Report in Sections 9 and 10 of this Prospectus in the form and context in which the information and report is included. Deloitte 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 Australian solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Cheikhany Jules Law Office has given its written consent to being named as the Mauritanian solicitors to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 11 of this Prospectus in the form and context in which the report is included. Cheikhany Jules Law Office has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Teshome Gabre-Mariam Bokan has given its written consent to being named as the Ethiopian solicitors to the Company in this Prospectus and to the inclusion of the Solicitor’s Report on Tenements in Section 11 of this Prospectus in the form

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and context in which the report is included. Teshome Gabre-Mariam Bokan has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

14.8 Continuous disclosure obligations

The Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

Price sensitive information is publicly released through ASX before it is disclosed to shareholders and market participants. Distribution of other information to shareholders and market participants is also managed through disclosure to the ASX. In addition, the Company posts this information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

14.9 Electronic Prospectus

Pursuant to Class Order 00/44, 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.

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.

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 contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of this Prospectus or both. Alternatively, you may obtain a copy of this Prospectus from the website of the Company at www.silverstoneresources.com.au.

14.10 Financial Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

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14.11 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing share certificates. The Company will apply to participate in CHESS. Investors who do not wish to hold their equity securities in the Company through CHESS will be issuer sponsored by the Company. Because the subregisters are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be issued with a statement, sent by post, that sets out the number of Shares issued to them under this Prospectus and advising holders of their Holder Identification Number or Securityholder Reference Number. Subsequently, where a holding changes in the course of a calendar month that holder will be issued with a statement that sets out the changes in their holding. That statement is despatched in the week following the relevant month end.

14.12 Privacy statement

If you complete an Application Form, 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 ASX Settlement Operating 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.

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15. 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 and proposed Director has consented to the lodgement of this Prospectus with the ASIC.

______Tony Grist Non-Executive Chairman For and on behalf of Silver Stone Resources Limited (to be renamed “OreCorp Limited”)

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16. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

$ means an Australian dollar.

Acquisition means acquisition of 100% of the issued share capital of OreCorp under the Agreement.

Agreement or Implementation Agreement means the implementation agreement dated on or about 20 December 2012 between the Company and OreCorp pursuant to which the Company will acquire 100% of the issued share capital of OreCorp.

Applicant means a person who submits an Application Form.

Application Form means the application form attached to or accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the official listing rules of ASX.

Board means the board of Directors as constituted from time to time.

Closing Date means the closing date of the Offer as set out in the indicative timetable in the Investment Overview in Section 3 of this Prospectus (subject to the Company reserving the right to extend the Closing Date or close the Offer early).

Company or Silver Stone means Silver Stone Resources Limited (to be renamed “OreCorp Limited”) (ACN 147 917 299).

Consolidation means the consolidation of the number of Shares and Options on issue on a three (3) for four (4) basis.

Consideration Securities has the meaning given in Section 13.1 of this Prospectus.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company at the date of this Prospectus.

Exposure Period means the period of seven days after the date of lodgement of this Prospectus, which period may be extended by the ASIC by not more than seven days pursuant to Section 727(3) of the Corporations Act.

General Meeting means the general meeting of Shareholders held on 22 January 2013.

GMP Securities means GMP Securities Australia Pty Limited.

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JORC Code means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Notice of Meeting means the notice of general meeting of the Shareholders dated 21 December 2012.

Offer means the offer of Shares pursuant to this Prospectus as 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 ASX Listing Rules.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

OreCorp means OreCorp Limited (ACN 144 012 395).

Projects has the meaning given in Section 6.2 of this Prospectus.

Prospectus means this prospectus.

Section means a section of this Prospectus.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Vendors means the shareholders and optionholders of OreCorp.

WST means Western Standard Time as observed in Perth, Western Australia.

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