ACN 107 045 983 PROSPECTUS For the offer of 25,000,000 Shares at an issue price of $0.20 each to raise a total of $5,000,000 IMPORTANT INFORMATION This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Shares offered by this Prospectus should be considered speculative. THIS OFFER IS NOT UNDERWRITTEN For personal use only Contents CORPORATE DIRECTORY ......................................................................................................................... 3 IMPORTANT NOTICE ............................................................................................................................... 4 INVESTMENT OVERVIEW ........................................................................................................................ 6 CHAIRMAN’S LETTER ............................................................................................................................. 20 1. DETAILS OF THE OFFER ................................................................................................................. 22 2. COMPANY & PROJECT OVERVIEW ................................................................................................ 25 3. RISK FACTORS ................................................................................................................................ 33 4. INDEPENDENT GEOLOGIST'S REPORT ........................................................................................... 40 5. FINANCIAL INFORMATION ............................................................................................................ 88 6. INVESTIGATING ACCOUNTANT’S REPORT .................................................................................... 90 7. SOLICITOR’S REPORT ON TENEMENTS ........................................................................................ 102 8. MATERIAL CONTRACTS ............................................................................................................... 119 9. CORPORATE GOVERNANCE......................................................................................................... 123 10. ADDITIONAL INFORMATION ................................................................................................... 129 11. DIRECTORS’ AUTHORISATION ................................................................................................. 137 12. GLOSSARY ................................................................................................................................ 138 For personal use only 2 CORPORATE DIRECTORY Directors Independent Geologist Stephan Meyer – Non-Executive Chairman AL MAYNARD & ASSOCIATES Pty Ltd Roland Hill – Executive Director 9/280 Hay Street Andrew Spinks – Non-Executive Director SUBIACO WA 6008 Brad Farrell – Non-Executive Director Solicitors – Australia Company Secretary Robert Hodby Steinepreis Paganin Lawyers and Consultants Registered Office Level 4, The Read Buildings 338 Hay Street 16 Milligan Street Subiaco WA 6008 PERTH WA 6000 Telephone: +61 8 9388 6069 Solicitors – Tanzania Facsimile: +61 8 6380 1026 Ishengoma, Karume, Masha & Magai Website Advocates http://www.tabora.com.au IMMMA House, Plot No. 357, United Nations Road , Upanga, Share Registry* PO Box 72484 Computershare Investor Services Pty Limited Dar es Salaam , Tanzania Level 2, Reserve Bank Building 45 St Georges Terrace Investigating Accountant Perth WA 6000 Stantons International Pty Ltd trading as Investor enquiries: 1300 850 505 Stantons International Securities Telephone: +61 8 9323 2000 Level 2, 1 Walker Avenue Facsimile: +61 8 9323 2033 West Perth WA 6005 * These entities are included for information Auditor* purposes only and have not been involved in Stantons International Audit and Consulting the preparation of this Prospectus. Pty Ltd trading as Stantons International Level 2, 1 Walker Avenue West Perth WA 6005 For personal use only 3 IMPORTANT NOTICE This Prospectus is dated 23 January 2012 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates. The expiry date of this Prospectus is at 5.00pm WST on that date which is 13 months after the date this Prospectus was lodged with the ASIC (Expiry Date). No Shares may be issued on the basis of this Prospectus after the Expiry Date. 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 investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered speculative. WEB SITE – ELECTRONIC PROSPECTUS A copy of this Prospectus can be downloaded from the website of the Company at http://www.tabora.com.au. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company. 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. 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 For personal use only 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. 4 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. PHOTOGRAPHS Any photographs in this Prospectus, except where indicated, are not necessarily of assets owned by the Company, but have been included to give an indication of the nature and or location of the Company's business, operations and industry in which it operates. For personal use only 5 INVESTMENT OVERVIEW This Section is a summary only and 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. BUSINESS MODEL An investment in Tabora represents an exciting opportunity to participate in exploration within the mineral rich country of Tanzania, East Africa. Objectives The primary objective of Tabora is to build its future on its Tanzanian assets and develop a rare earth elements (REE) company, however, some of the exploration properties in which Tabora has an interest also have significant diamond potential. In addition, the Company will review other acquisition and joint venture opportunities to secure new projects in the resources sector that are considered by the Directors to meet the Company’s objectives and strategies. Projects and mining information The Company has an interest in three exploration projects which are considered to be highly prospective for the occurrence of REE mineralisation: • Nzega Project (100% of the mineral rights excluding gold) o This acquisition remains conditional on the Company raising $5m and achieving admission to the official list of ASX by 21 April 2012. • Mbeya Project (100% beneficially owned) • Mwanga Project (100% beneficially owned) The combined ground holding of Tabora’s three projects is approximately 753km2 and is considered under-explored for REE mineralisation. The Company has extensive exploration experience in Tanzania through its past diamond exploration programs. It holds significant geological and technical datasets for Tanzania and East Africa. This includes diamond exploration data that have been accumulated over 40 years and that are relevant for REE exploration. In addition, through its agreement and alliance with Resolute Mining Limited, it has access to its geological datasets and will benefit from that entity’s 15+ years in-country For personal use only experience. The alliance with Resolute Mining Limited provides an outstanding platform not only to operate in Tanzania but to also seek new opportunities in other parts of East Africa. A summary of the agreement relating to each of the Projects is contained in Section 5 of this Prospectus. 6 A summary of the Company and each of the Projects is set out in Section 2 of this Prospectus and more detailed information is included in the Independent Geologist’s Report in Section 4 of this Prospectus. Plans Exploration on the Projects is planned to begin