cape range ltd prospectus(1)

8/13/2019 Cape Range Ltd Prospectus(1)

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2011Prospectus

Cape Range LTD ABN 43 009 289 481

For an offer of 25,000,000 Shares at an issue price of $0.20 per Share to raise up to $5,000,000 with aminimum subscription of 20,000,000 Shares to raise $4,000,000.

Oversubscriptions of up to a further 5,000,000 Shares at an issue price of $0.20 per Share to raise up to afurther $1,000,000 may be accepted.

This is a recompliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX ListingRules and to satisfy ASX requirements for re-listing following a change to the nature and scale of theCompanys activities.

MDS Financial Services Pty Ltd has been appointed by the Company as lead manager and sponsoringbroker to the Offer. Please refer to Section 11.8 for further details.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand ityou should consult your professional advisers without delay. The Shares the subject of this Prospectus

should be considered speculative.


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This Prospectus is dated 1 July 2011 and was lodgedwith ASIC on that date. ASIC and its officers take noresponsibility for the contents of this Prospectus or themerits of the investment to which the Prospectus relates.The expiry date of this Prospectus is 5.00pm WSTon that date which is 13 months after the date thisProspectus was lodged with ASIC(Expiry Date). Noshares may be issued on the basis of this Prospectus

after the Expiry Date.

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

The distribution of this Prospectus in jurisdictionsoutside Australia and New Zealand may be restrictedby law and persons who come into possession of thisProspectus should seek advice on and observe any of

these restrictions. Failure to comply with these restrictionsmay violate securities laws. Applicants who are residentin countries other than Australia or New Zealand shouldconsult their professional advisers as to whether anygovernmental or other consents are required or whetherany other formalities need to be considered and followed.This Prospectus does not constitute an offer in any placein which, or to any person to whom, it would not be lawfulto make such an offer.

It is important that investors read this Prospectus in itsentirety and seek professional advice where necessary.The Shares that are the subject of this Prospectus shouldbe considered speculative.

A copy of this Prospectus can be downloaded from thewebsite of the Company at www.caperange.com.au. Anyperson accessing the electronic version of this Prospectusfor the purpose of making an investment in the Companymust be an Australian resident and must only access theProspectus from within Australia or New Zealand.

This Prospectus will be circulated during the Exposure

Period. The purpose of the Exposure Period is to enablethis Prospectus to be examined by market participantsprior to the raising of funds. Potential investors shouldbe aware that this examination may result in theidentification of deficiencies in the Prospectus and, inthose circumstances, any application that has beenreceived may need to be dealt with in accordance withSection 724 of the Corporations Act.

Applications for securities under this Prospectus will not

be processed by the Company until after the expiry ofthe Exposure Period. No preference will be conferred onpersons who lodge applications prior to the expiry of theExposure Period.

The Corporations Act prohibits any person passing ontoanother person an application form unless it is attachedto a hard copy of this Prospectus or it accompanies thecomplete and unaltered version of this Prospectus. Anyperson may obtain a hard copy of this Prospectus free of

charge by contacting the Company on +61 8 9479 6044.

IMPORTANT NOTICE

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This information is a selective overview only. Investorsshould read the Prospectus in full, including the expertsreports in Sections 7, 8 and 9 before deciding whether toinvest in Shares.

The Company has entered into a conditional ShareSale Agreement to acquire all of the issued sharecapital of Camarines Mining Pty Ltd (CMPL) whichhas rights to the Camarines Norte Gold Projectlocated in in the Camarines Norte province of thePhilippines.

The Company intends to use part of the fundsraised from the Offer to meet the considerationpayment required for settlement of the acquisitionof CMPL. Refer to details of the Share Sale Agreement in Section 11.1.

At a general meeting of Shareholders held on 28

June 2011, the Company obtained approval tochange the nature and scale of the Companysactivities to a mining and exploration company asa result of the acquisition of 100% of the issuedshare capital of CMPL.

The Camarines Norte Gold Project consists ofa number of gold prospects, totalling in area2,227ha within the renowned Paracale Goldfieldarea. During 1938 to 1941, the Paracale Goldfieldarea produced 1,890,000 tonnes of ore at anaverage grade of 12 g/t gold (approximately740,000 ounces).

Within the project area there has been recordedhistorical gold production from the ParacaleNacionale and the Tumbaga mines.

The Paracale Nacionale produced 21,998 tonnes,at an average grade of 11.2 g/t gold (approximately8,000 ounces), during 1938 to 1940. The Tumbagamine produced 13,655 tonnes at 11.89g/t gold

(approximately 5,222 ounces) in 1938. Neitherof these mines have been operational since theSecond World War.

As at the date of this Prospectus, the gold price iscurrently at close to record highs. As at 29 June2011, gold was trading at US$1,504 per ounce.

The Company has entered into Memoranda ofUnderstanding in relation to the possible acquisitionof two exploration projects in Zimbabwe, which arecurrently subject to due diligence.

The Company has entered into a mandate withMDS Financial Services Pty Ltd pursuant to whichMDS Financial Services Pty Ltd will act as corporateadvisor, lead manager and sponsoring broker tothe Offer. Refer to Section 11.8 for further detailsof the mandate.

The Company has an experienced Board andmanagement team with experience in explorationand mining projects both in Australia and overseas.

Investment Highlights


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Subscribing for Shares that are the subject of thisProspectus involves a number of risks. Before decidingwhether to invest in the Company, any intending investor

is urged to consider the risk factors set out in Section 10of this Prospectus, which include but are not limited to therisks summarised below:

Investment Risks

RISK AREA RISKS FURTHERDETAILS

OPERATING INPHILIPPINES ANDZIMBABWE

The Companys projects are located in the Philippines and Zimbabweand the Company will be subject to the risks associated with operating

in those countries. Such risks can include economic, social or politicalinstability or change, or instability and changes of law affecting foreignownership, government participation, taxation, working conditions,rates of exchange, exchange control, export duties, repatriation ofincome or return of capital, environmental protection, mine safety,labour relations as well as government control over mineral properties .

Changes to the Philippines and Zimbabwean mining or investmentpolicies and legislation, taxation legislation, regulations or policy, or ashift in political attitude may adversely affect the Companys operationsand ability to operate protability.

10.110.210.310.16

10.5

10.6

EXPLORATIONRISKS

Exploration is inherently associated with risk. Notwithstanding theexperience, knowledge and careful evaluation a company brings toan exploration project there is no assurance that recoverable mineralresources will be identied.

EXPLORATION ANDOPERATING COSTS

The proposed exploration expenditure of the Company is basedon certain assumptions with respect to the method and timing ofexploration and feasibility work. By their nature, these estimates andassumptions are subject to signicant uncertainties and, accordingly,

the actual costs may materially differ from these estimates andassumptions. Accordingly, no assurance can be given that the costestimates and the underlying assumptions will be realised in practice.


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RISK AREA RISKSFURTHERDETAILS

CONTRACTUAL RISK

The Company and CMPL has entered into a number of agreements,as detailed in this Prospectus. The ability of the Company to achieveits objectives will depend on the performance by the counterparties tothese agreements of their obligations. If any counterparty defaults in theperformance of their obligations, it may be necessary for the Companyto approach a court to seek a legal remedy. Legal action can be costly.Furthermore, certain contracts to which either the Company or CMPL isa party are with parties resident outside Australia and/or are governed bylaws of jurisdictions outside Australia. There is a risk that the Company

or CMPL may not be able to seek legal redress as would normally beexpected under Australian law; and generally there can be no guaranteethat a legal remedy will ultimately be granted on the appropriate terms.

10.8

10.9,10.10,

10.17

COMMODITY PRICEVOLATILITY AND

EXCHANGE RATE RISK

If the Company or CMPL achieves success leading to mineralproduction, the revenue it will derive through the sale of commoditiesexposes the potential income of the Company to commodity price andexchange rate risks. Commodity prices uctuate and are affectedby many factors beyond the control of the Company. Furthermore,international prices of various commodities (including gold) are

denominated in United States dollars, whereas the expenditure ofthe Company is and will be taken into account in Australian currency,exposing the Company to the uctuations and volatility of the rate ofexchange between the United States dollar and the Australian dollaras determined in international markets.

Investment Risks

10.7TITLE RISK

The claims in which the Company will, or may, in the future, acquire adirect or indirect interest, are subject to the applicable local laws andregulations of the Philippines and Zimbabwe. There is a risk that in thefuture the Company or CMPL may not be able to comply with claimconditions and retain its full tenure.


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Investment Risks

Investors should be aware that an investment in theCompany involves risks that may be higher than risksassociated with an investment in some other companies.Careful consideration should be given to all mattersraised in this Prospectus and the relative risk factors priorto applying for Shares offered for subscription under thisProspectus. Some of these risks can be mitigated by the

use of appropriate safeguards and actions, but some areoutside the Companys control and cannot be mitigated.Before deciding whether to apply for Shares, investorsshould consider the risk factors described above, andoutlined in more detail in Section 10, together with theinformation contained elsewhere in this Prospectus.

RISK AREA RISKSFURTHERDETAILS

10.21

ADDITIONALREQUIREMENTSFOR CAPITAL

The Companys continued operations are dependent on its ability toobtain debt and equity funding or generating sufcient cash ows fromfuture activities.


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Section 1. CORPORATE DIRECTORY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Section 2. CHAIRMANS LETTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 3. INVESTMENT OVERVIEW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Section 4. DETAILS OF THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Section 5. COMPANY AND PROJECT OVERVIEW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Section 6. DIRECTORS AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Section 7. INDEPENDENT GEOLOGISTS REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Section 8. INDEPENDENT ACCOUNTANTS REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

Section 9. SOLICITORS REPORT ON CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

Section 10. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

Section 11. MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

Section 12. INCORPORATION OF DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

Section 13. ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

Section 14. DIRECTORS AUTHORISATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

Section 15. GLOSSARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

Contents

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Corporate Directory DIRECTORSWayne Johnson - Non-Executive Chairman Joe Cornelius- Managing Director Wayne Waterworth- Non Executive Directo r

COMPANY SECRETARYMichael Higginson

PRINCIPAL OFFICEUnit 5, 324 Great Eastern Highway ASCOT Western Australia 6104

Telephone: (08) 9479 6044Facsimile: (08) 9479 4044

INDEPENDENT GEOLOGISTBMGS Perth Pty LtdUnit 9, 123A Colin Street

WEST PERTH Western Australia 6005

CORPORATE ADVISOR, LEAD MANAGER ANDSPONSORING BROKER *MDS Financial Services Pty LtdLevel 37, Rialto Tower525 Collins StreetMELBOURNE Victoria 3000

AUDITORS*Hall Chadwick Level 29, St Martins Tower31 Market StreetSYDNEY New South Wales 2000

SHARE REGISTRY* Advanced Share Registry Services Ltd150 Stirling HighwayNEDLANDS Western Australia 6009

Telephone: (08) 9389 8033Facsimile: (08) 9389 7871

AUSTRALIAN SOLICITORS TO THE COMPANYBennett + CoLevel 10, BGC Centre28 The EsplanadePERTH Western Australia 6000

PHILLIPINE SOLICITORS TO THE COMPANY SOLICITORS REPORT ON CLAIMSRestituto M Mendoza Attorney at Law, Notary Public16G Tower 1Olympic Heights CondominiumOrchard Road, Eastwood CityLibis, Quezon City 1110Philippines

INDEPENDENT ACCOUNTANTSPro Count Pty Ltd37 Colin StreetWEST PERTH Western Australia 6005

ASX CODES

CAGCAGO

*These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

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Dear Investors

On behalf of both the Directors and management of CapeRange Limited, I am delighted to invite you to subscribeto shares in the Company, or to increase your existingshareholding.

Through this Prospectus, the Company is offering forsubscription 25,000,000 Shares at an issue price of$0.20 each to raise $5,000,000 (plus oversubscriptionsof up to a further $1,000,000). Among other things,the issue of this Prospectus is to assist the Companyin meeting the requirements of the ASX and satisfyingChapters 1 and 2 of the ASX Listing Rules.

While the Company has historically focused on investmentsin information technology and telecommunications, theCompany has entered into a Share Sale Agreement toacquire 100% of the issued share capital of CMPL, a goldexplorer in the Philippines.

CMPL has rights to the Camarines Norte Gold Projectlocated in the Camarines Norte province of the Philippines.The proposed acquisition of CMPL represents an excitingopportunity and a significant change of direction for theCompany. It is your Boards view that this acquisitionwill give Shareholders the opportunity to participate in apotentially significant gold exploration opportunity. At ageneral meeting of Shareholders held on 28 June 2011,the Company obtained approval to change the natureand scale of the Companys activities as a result of theacquisition of CMPL.

The funds raised from the Offer will be used to satisfythe requirements to acquire CMPL and assist in thedevelopment of CMPLs gold assets.

The Company will be required to re-comply with Chapters1 and 2 of the ASX Listing Rules to be reinstated to theOfficial List of the ASX. As above, the purpose of thisProspectus is to assist with the re-compliance process.On behalf of the Board of the Company, I welcome yourconsideration to be a part of this opportunity in an excitingnew direction for the Company.

Yours sincerely

Wayne JohnsonChairman

2 Chairman's Letter

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3.3 Objectives

Introduction The Company entered into the Share Sale Agreementpursuant to which it has the opportunity to acquire100% of CMPL. A summary of the material terms andconditions of the Share Sale Agreement is set out inSection 11.1 of this Prospectus.

The Directors intend to focus the Companys futureoperations primarily on the exploration of and, ifwarranted, production of gold from the CamarinesNorte Gold Project. As the Company has no prior recentinvolvement in this industry, this acquisition constitutesa significant change in the nature and scale of theCompanys activities. The Company, therefore, needs tore-comply with Chapters 1 and 2 of the ASX Listing Rulesas if it were seeking admission to the Official List of ASX.

The Companys acquisition of CMPL and associatedtransactions, including the change of nature and scaleof the Companys activities, were subject to Shareholderapproval. A general meeting of Shareholders was held on28 June 2011 and Shareholder approval was obtainedfor the Company to change the nature and scale of itsactivities and for the issue of Shares and Options onthe acquisition of CMPL. Re-compliance with Chapter

1 of the ASX Listing Rules requires the Company tolodge a prospectus with ASIC and this Prospectus hasbeen prepared, in part, for the purpose of satisfying thatrequirement.

Trading in the Companys Shares is currently suspendedand will remain suspended until the Company hassatisfied all of its obligations under the ASX Listing Rules,including complying with Chapters 1 and 2 of the ASXListing Rules.

3.1 Important NoticeThis Section is not intended to provide full information for existing investors or intending investors to subscribe for Sharesoffered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

3.2 Indicative TimetableThe indicative timetable for the Offer is as follows:

This timetable is subject to change and the Directors reserve the right to amend the timetable at any time.

3 Investment Overview

EVENT

General Meeting to approve the transactions contemplated by the Share Sale Agreementand change in nature and scale of activities

Lodgement of Prospectus with ASIC

Opening of Offer for capital raising under the Prospectus

Closing Date of Offer for capital raising under the Prospectus

Despatch of holding statements

Anticipated date the suspension of trading is lifted and the Companys securitiescommence trading on ASX

DATE

28 June 2011

1 July 2011

11 July 2011

5 August 2011

19 August 2011

24 August 2011

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Purpose of this Prospectus The purpose of this Prospectus is to:

(a) (a) assist the Company to meet the requirementsof ASX and satisfy Chapters 1 and 2 of the ASXListing Rules; and

(b) to raise at least $4,000,000 pursuant to the Offerand satisfy the condition precedent in the ShareSale Agreement that requires the Company to raisethe minimum subscription amount. A summary ofthe material terms and conditions of the ShareSale Agreement are set out in Section 11.1 of thisProspectus.

The Company is aiming to apply the funds raised fromthe Offer towards:

(a) (a) paying the cash payment required for theacquisition of CMPL;

(b) further evaluation and exploration of CMPLs goldprojects in the Camarines Norte province in thePhilippines and evaluation of potential new projectsincluding the projects in Zimbabwe in relation towhich the Company has entered into Memorandaof Understanding with the owners;

(c) working capital and administration expenses; and

(d) expenses of the Offer.

The Board believes that funds raised from the Offer willprovide the Company with sufficient working capital toachieve the Companys objectives set out above.

3.4 Use of ProceedsIt is intended that the funds raised from the Offer togetherwith the Companys existing cash at bank of approximately$200,000 (as at the date of this Prospectus) will beapplied as follows:

Investment Overview

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1. Refer to Section 5.3 for further details.

Actual expenditure may differ from the above estimates

due to a change in market conditions, the development of

new opportunities, the results obtained from exploration

and other factors (including the risk factors outlined in

Section 0). The consideration of new opportunities may

result in the Company expending funds on due diligence

or other acquisition costs which may not be recoupedthrough the ultimate acquisition and/or development ofthe project under consideration.

In addition, to capitalise on other opportunities, dependingon the success of its activities, the Company may require

debt or further equity fundraisings.

ITEM

Cash payment as per Share Sale Agreement $1,000,000 $1,000,000 $1,000,000

Cash payment as per Domboshawa Hill Option(US$50,000) $47,600 $47,600 $47,600

Exploration expenditure1 $2,030,000 $2,700,000 $3,490,000

Two year working capital and administration $827,400 $1,107,400 $1,267,400

Expenses of the Offer $295,000 $345,000 $395,000

Total $4,200,000 $5,200,000 $6,200,000

SUBSCRIPTION$5 MILLION




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Investment Overview

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3.5 CAPITAL STRUCTUREOn the basis that the Company completes the Offer on the terms set out in this Prospectus and the minimum subscriptionamount is received but no oversubscriptions, the Companys capital structure will be as set out below.

If a JORC inferred resource of 500,000 ounces of gold is delineated at the Camarines Norte Gold Project, then it isintended that an additional 12,500,000 Shares and 6,250,000 Vendor Options will be issued to the Vendors (referSection 11.1).

If an aggregate JORC inferred resource of 1,000,000 ounces of gold is delineated at the Camarines Norte Gold Project,then it is intended that a further 12,500,000 Shares and 6,250,000 Vendor Options will be issued to the Vendors (referSection 11.1).

Subject to the Company completing a bankable feasibility study in relation to the Camarines Norte Gold Project, then itis intended that a further 30,000,000 Shares and 15,000,000 Milestone Options will be issued to the Vendors (referSection 11.1).

3.6 Restricted SharesSubject to the Companys securities being re-instated by ASX to Official Quotation, certain of the securities to be issuedto the Vendors and DJ Carmichael are likely to be classified by ASX as restricted securities and will be required to beheld in escrow.

OPTIONS

Options exercisable at $0.20 on or before 1 February 2013 20,165,000

Options exercisable at $0.50 on or before 31 January 2013 2,480,000

Options exercisable at $0.25 on or before 31 December 2011 4,000,000

Vendor Options to be issued pursuant of the acquisition of CMPL (refer Section 11.1) 10,000,000

Options to be issued to MDS Financial Services Pty Ltd (refer Section 11.8) 2,000,000TOTAL OPTIONS 28,445,000

SHARES

Shares currently on issue 45,393,158

Shares to be issued to the Vendors pursuant to the acquisition of CMPL (refer Section 11.1) 20,000,000

Shares to be issued to Willaway Enterprises (Private) Limited pursuant to the Snakes Head

Option (refer Section 11.7) 500,000Shares to be issued under Offer 25,000,000

TOTAL SHARES 90,893,158


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Details of the Offer4.1 The OfferBy this Prospectus, the Company offers 25,000,000Shares at an issue price of $0.20 per Share to raise up to$5,000,000 with a minimum subscription of 20,000,000Shares to raise $4,000,000.

Oversubscriptions of up to a further 5,000,000 Shares atan issue price of $0.20 per Share to raise $1,000,000

may be accepted.

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

The purpose of the Offer and the use of funds raisedare set out in Sections 3.3 and 3.4 of this Prospectusrespectively.

4.2 Minimum Subscription

The minimum subscription for the Offer is $4,000,000.

If the minimum subscription has not been raised withinfour (4) months after the date of this Prospectus (orsuch longer period as is permitted by any modification ofthe Corporations Act that may be granted by ASIC), theCompany will not proceed with the Offer and it will repayall application monies received (without interest).

4.3 Re-compliance with Chapters 1 and 2 of the ASX

Listing RulesThe Company has been suspended from quotation on the ASX since the 12 November 2010. The Company will notbe reinstated to Official Quotation until ASX approves theCompanys re-compliance with Chapters 1 and 2 of the ASX Listing Rules.

The Company will apply to ASX within seven (7) days afterthe date of this Prospectus for Official Quotation of theShares offered under this Prospectus.

In the event that the Company does not receive approvalfor re-quotation on ASX within 3 months after the dateof this Prospectus (or such longer period as is permittedby any modification of the Corporations Act that may begranted by ASIC), it will not proceed with the Offer, it willnot acquire CMPL and it will repay all application moniesreceived. Should this occur, then the change to the natureand scale of the Companys activities will not eventuate

and the Companys securities may remain suspendedfrom quotation on ASX.

4.4 OversubscriptionsThe Company may, at its discretion, acceptoversubscriptions under the Offer of up to a further$1,000,000 through the issue of up to a further5,000,000 Shares at an issue price of $0.20.

The maximum amount which may be raised pursuant to

this Prospectus is, therefore, $6,000,000.

4.5 UnderwritingThe Offer is not underwritten.

4.6 Corporate Advisor, Lead Manager and SponsoringBrokerMDS Financial Services Pty Ltd has been engaged bythe Company as a corporate advisor, lead manager andsponsoring broker to the Offer. Please refer to Section

11.8 for details of the terms of engagement at MDSFinancial Services Pty Ltd.

4.7 How to apply for SharesIf you wish to invest in the Company complete the Application Form provided with or attached to thisProspectus. Alternatively, complete a paper copy ofthe electronic Application Form that accompanies theelectronic version of the Prospectus which can be foundand downloaded from www.caperange.com.au.

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Completed Application Forms and application moniesin full should be returned prior to 5.00pm (WST) on theClosing Date to the Company as follows:

Cape Range LtdPO Box 401BELMONT WA 6984

Refer to the instructions on the back of the ApplicationForm when completing your application. Cheques mustbe made payable to Cape Range Limited - Subscription Account and crossed Not Negotiable. All cheques mustbe in Australian currency.

An original completed and lodged Application Form, togetherwith a cheque for the application monies, constitutes abinding and irrevocable offer to subscribe for the numberof Shares specified in the Application Form. The Application

Form does not have to be signed to be a valid application. An application will be deemed to have been accepted bythe Company upon allotment of the Shares. The Directorsreserve the right to accept or reject any application at theirsole and absolute discretion.

The Offer may be closed at an earlier date, and time,at the discretion of the Directors, without prior notice. Applicants are therefore encouraged to submit their Application Forms as early as possible. The Company

reserves the right to extend the Offer or accept lateapplications.

4.8 AllotmentSubject to ASX granting approval for the Companyssecurities to be reinstated to trade on ASX, allotmentof the Shares offered by this Prospectus will take placeas soon as practicable after the Closing Date. Prior toallotment, all application monies shall be held by theCompany on trust. The Company, irrespective of whether

the allotment of Shares takes place, will retain anyinterest earned on the application monies.

4.9 Loyalty OptionsThe Company proposes to make a nonrenounceableentitlement offer of Loyalty Options not less than 3months after the Companys Shares are requoted on ASX.

It is expected that the entitlement offer will be undertakenon the basis of an offer of 1 Loyalty Option for every 2Shares held on the relevant record date. The Companyreserves the right not to proceed with the entitlementoffer or to change the terms of the entitlement offer.

The subscription price, exercise price and expiry date ofthe Loyalty Options will be determined by the Companyafter its Shares have been reinstated to trading on ASX.

4.10 CHESSThe Company will apply to participate in the ClearingHouse Electronic Subregister System(CHESS). CHESSis operated by ASX Settlement Pty Ltd(ASXS), a whollyowned subsidiary of ASX, in accordance with the ListingRules and the ASX Settlement Operating Rules.

Under CHESS, the Company will not issue certificatesto investors. Instead, Share and Option holders willreceive a statement of their holdings in the Company. If

an investor is broker sponsored, ASXS will send a CHESSstatement.

4.11 Risk FactorsSubscribing for Shares the subject of this Prospectusinvolves a number of risks. These risks are set outin Section 10 of this Prospectus and any intendinginvestor is urged to consider those risks carefully (and ifnecessary, consult a professional adviser) before decidingwhether to invest in the Company.

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The risk factors set out in Section 10, and other general

risks applicable to all investments in listed Shares not

specifically referred to, may in the future affect the value

of the Shares. Accordingly, an investment in the Company

should be considered speculative.

4.12 Privacy Statement

If you complete an application for Shares, you will be

providing personal information to the Company. The

Company collects, holds and will use that information

to assess your application, service your needs as a

Shareholder and to facilitate distribution payments and

corporate communications to you as a Shareholder.

The information may also be used from time to time and

disclosed to persons inspecting the register, including

bidders for your Shares in the context of takeovers;

regulatory bodies, including the Australian Taxation Office;

authorised share brokers; print service providers; mail

houses and the Share Registry.

You can access, correct and update the personal

information that the Company 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 personalinformation are governed by legislation, including the

Privacy Act 1988 (as amended), the Corporations Act

and certain rules such as the ASTC Settlement Rules.

You should note that if you do not provide the information

required on the application for Shares, the Company may

not be able to accept or process your application.

4.13 Overseas ApplicantsNo action has been taken to register or qualify theShares, or the Offer, or otherwise to permit the publicoffering of the Shares, in any jurisdiction outside Australia and New Zealand.

The distribution of this Prospectus within jurisdictionsoutside Australia and New Zealand may be restricted by

law and persons into whose possession this Prospectuscomes should inform themselves about and observeany such restrictions. Any failure to comply with theserestrictions may constitute a violation of those laws.

This Prospectus does not constitute an offer of securitiesin any jurisdiction where, or to any person to whom, itwould be unlawful to issue this Prospectus.

It is the responsibility of any overseas applicant to

ensure compliance with all laws of any country relevantto his or her application. The return of a duly completed Application Form will be taken by the Company toconstitute a representation and warranty that therehas been no breach of such law and that all necessaryapprovals and consents have been obtained.

4.14 WithdrawalThe Directors may at any time decide to withdraw thisProspectus and the Offer, in which case the Company willreturn all application monies without interest within 28days of giving notice of their withdrawal.

4.15 EnquiriesEnquiries relating to this Prospectus or requests foradditional copies of this Prospectus should be directed tothe Company Secretary of the Company by telephoning(08) 9479 6044.

Details of the Offer

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5.1 BackgroundCape Range Limited is an Australian public company listed onthe Official List of ASX.

As announced to ASX on 6 July 2010, the Company intends tochange the focus of its activities. This change of focus is as aconsequence of a review of the Companys telecommunicationsbusiness, which resulted in the Board forming the view that itwas desirable to re-engage the exploration and mining sectors.

The Company has entered into the Share Sale Agreement withthe Vendors, pursuant to which the Company is to acquire100% of the issued share capital of CMPL. Please referto Section 11.1 for further details regarding the terms andconditions of the Share Sale Agreement.

CMPL has rights to the Camarines Norte Gold Project locatedin the Camarines Norte province of the Philippines. TheCamarines Norte Gold Project consists of a number of goldprospects, totalling 2,227ha within the renowned ParacaleGoldfield area. Please refer to Sections 5.2, 7, 8 and 9 for

further details about CMPL and its assets.

The Company has also entered into Memoranda ofUnderstanding with the owners of two Zimbabwe explorationprojects. Please refer to Section 5.4 for further details.

The Board has considerable expertise and experience in theexploration and mining sectors. It is hoped by the Board thatthese skills will deliver positive returns from the CamarinesNorte Gold Project.

The Boards primary aim is to become a successful and

profitable exploration and mining company, advancing theShareholders interests and asset values.

The Company aims to achieve this goal through:

(a) utilising the collective experience of the Board membersto advance the Camarines Norte Gold Project;

(b) active exploration programmes being undertaken on theCamarines Norte Gold Project portfolio;

(c) development of claim holdings in the Camarines NorteGold Project area; and

(d) utilisation of the Boards resource and mining projectacquisition skills to give the Company exposure to otherexploration projects at attractive entry prices.

5.2 Camarines Norte Gold ProjectThe Camarines Norte Gold Project (the Project) is withinthe Bicol Region of the island of Luzon in the Philippines.The Project is located approximately 300km east of thePhilippine capital of Manila, and straddles the border of the twomunicipalities (barangays) of Paracale and Jose Panganiban.

The Project comprises a range of granted mineral concessionscovering areas of historical mine production from underground

and alluvial excavation of narrow gold bearing vein systems,together with less advanced mineralised zones typicallyexploited by artisanal miners.

The project is situated off the northern part of the majorPhilippine Rift Fault Leyte, which hosts a number of majorprojects to the south such as:

Medusa Minings Co-O Gold project;

Red 5s Siana Gold project;

Mindoros Nickel-Cobalt project; and

Philexs Silangan Copper-Gold project (formerly Boyongan project)

Within the Project area, geological reports have indicatedthere are up to 39 gold bearing quartz veins. Resources havebeen quoted by previous explorers in their geological reports,however, the Company needs to carry out due diligenceon the method of resource calculations to determine if the

resources reported are JORC compliant for reporting within Australian standards.

Access to the Project is via concrete roads that have beenconstructed through most major towns and hence on to smalldirt or gravel roads to access the individual tenement areaswithin the Project.

Topographically, the region is undulating and is characterisedby rolling hills and mountains. Elevation is generally lessthan 250 metres above sea level (ASL) but ranges in the

mountainous regions up to 775 metres. Access to the Projectis more difficult during the wet season from July to November.

Company and Project Overview 5

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Company and Project Overview

Geology and MineralisationThe Project area consists essentially of a large trondhjemiteintrusive complex, known as the Paracale Trondhjemite,hosted within an ultramafic basement. The metamorphicbasement comprises ophiolitic lithologies, consistent with thebasement of volcanic arc complexes that have experiencedtectonic and magmatic extension through several back arcbasin processes.

The regional NNW trending Panganiban - Malaguit shearzone separates the metamorphic basement and ParacaleTrondhjemite complex to the north from the Cretaceousand Miocene sediments and volcanics to the south. Alarge network of orthogonal NNE trending fracture systemsoccur to the north and south of the shear zone, with afew crosscutting (and perhaps offsetting) it towards thecentre. The fractures are filled with gold bearing quartz-calcite minerals and associated sulphides. It is likelythat the fractures developed during compressive stressesoccurring both synchronous with, and post emplacement

of the trondhjemite. The faults are assumed to have beenreactivated during later tectonic activity associated withmineralisation. The regional Panganiban - Malaguit shearzone likely acted as an efficient conduit that dispersedmineralising fluids into the NNE trending fracture system.

The mineralisation at Camarines Norte is likely related tolarge Miocene Diorite Cu-Au porphyries, an intrusive typethat is characteristic of the Philippines. Epithermal veinslocated in the Paracale Gold District are characterisedby a pinch and swell geometry. Quartz veins are banded,crustiform or open vugs and filled with base metal sulphides.The distribution of gold in the vein systems is highlyirregular, although economic concentrations occur in steeplyplunging ore shoots. If the narrow vein systems observed in the Paracale GoldDistrict are consistent with those found in Eastern Mindanao(the Pacific Cordillera), which have a similar geologicalsetting, timing and style of mineralisation and are alsolocated proximal to the Philippine Fault Zone (PFZ), thengood mineralised zones are yet to be discovered within theParacale Gold District.

Exploration HistoryThere are numerous small mines distributed within and

adjacent to the various Project tenements, the most significant


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Exploration PotentialOf the NIBDC tenements comprising the Project, Lots 3,4 and 5 offer the greatest prospectivity. These tenementscontain either historical mines or extensive explorationhistory including trial mining and diamond drilling, andwould be described as advanced exploration areas asdefined by The Valmin Code.

The Lot 3 area contains twoextensive veins; Virginia Southand Pasacao South. Some historical details of drillingconducted in the area suggest intercepts in the northernpart of up to 10g/t Au; however it is difficult to verify thespatial accuracy of this data.

of which being the Paracale Nacional and Tumbaga Consolidatedoperations situated in Lot 4 of the NIBDC tenure. The ParacaleNacional operation is reported to have shipped a total of 22,500tons at 13.4 g/t Au for milling at North Camarines MiningCustoms Mill during the period 1939 to 1940.

The Project areas have been variously worked by artisanalminers from local villages who have developed a range ofshallow shafts, test pits, and small scale workings duringexploitation and treatment of the numerous vein structures. Anumber of generations of surface mapping, rock chip sampling,surface mapping and geophysics have been conducted across arange of tenements with results generally only available as hardcopy plans. These plans are sometimes available as professionaldrafted maps; however are generally hand sketched and

annotated records providing indications of key features.

Project TenementsThe tenements which make up the Project cover an area of2,227 hectares and are comprised of two separate sets ofclaims, being;

Mineral Production Sharing Agreement Application(APSA) 000322-V Currently held by Northern IslandBuilders and Development Corporation (NIBDC); and

Exploration Permit Application (EXPA) 000061-V -Currently held by Guidance Management Corporation(GMC).

Details of the individual tenements comprising theseapplications are listed in Table 1 below.

Table 1 Tenement Details

OPERATOR TENEMENT GROUP TENEMENTREFERENCE

AREA(HA)

DISTRICT/S

GUIDANCEMANAGEMENTCORPORATION (GMC)

EXPA-000061-V

NORTHERN ISLANDBUILDERS ANDDEVELOPMENTCORPORATION(NIBDC)

APSA-000322-V

Lot 1 332 PinagbirayanLot 2 62 Malacbang

Lot 3 161 San Isidro/San RafaelLot 4 580 San Rafael

Lot 5 634 Santa Rosa SurLot 6 9 Tawig

GMC1 374 Mangkasay/Tabas

GMC2 64 Maybato/DalnacGMC3 11 Tabas


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Within Lot 4 the Manila and Vallejo veins in the ParacaleNacional area show exploration and resource potentialin this tenure, while the Tumbaga and San Rafael veinsin the north west of the tenement have hosted historicaloperations. The company intends to investigate thepotential to acquire the strip of land between Lots 3and 4, as it is likely that the mineralisation seem in theTumbaga and San Rafael veins within Lot 4 extend into

this strip.

The lithostratigraphic associations and structuralelements present in the Lot 5 tenement suggest this areacould be a significant exploration target. The geologicalenvironment is particularly amenable to mineralisationconsidering that historically, the north east trending veinsystems within the Trondhjemite are the dominant goldmineralisation host in the region.

The most prospective of the GMC tenement group is GMC1, with four separate veins identified on the tenement, andhistorical mines nearby. Previous work appears to havetargeted an unidentified structure, with the trend ofsamples taken appearing to run parallel to Tabas 1and Tabas 3 veins, possibly representing a repetition ofthese veins. The presence of the large regional shear isalso promising as a source for fluid interaction. Basedon the sampling conducted across this area, and theidentification of what could potentially be a previouslyunmapped mineralised structure, the area could bedescribed as an advanced exploration area.

The remainder of the tenements across both parcels havefar less historical work completed across them and wouldbe considered exploration areas under The ValminCode. Preliminary geological investigation in the form ofmapping and basic sampling of identifiable structures willbe conducted to assess the potential of these relatively

unexplored areas, although in some instances the smallsize of the tenement will negate the potential somewhat.

Conclusions/SummaryThe Paracale Goldfield commenced production priorto World War II in 1935 and produced a total of583,971 tonnes at an average grade of 11.83g/t gold(approximately 240,000 ounces). Historical productionrecords indicate that during the period of 1938 to1941, the Paracale group of mines produced another1,890,000 tonnes at an average grade of 12g/t gold

(approximately 800,000 ounces). Records do not showof any further production since post World War II over theProject area, apart from small scale alluvial miners.

Within the project area, there are numerous gold bearingquartz veins that require further geological test works. Forexample, according to previous exploration reports, at theTumbaga Vein, 62 rock chip samples were tested for goldmineralisation. Of the 62 samples, 23 assayed above 3g/tgold and they averaged 7.4g/t gold. The samples weretaken from a quartz vein which had an average widthof 1.34m. These sorts of grades and widths are quitenormal in this part of the world, as most of these sorts ofveins are typically less than 3 metres wide.

A detailed and systematic exploration program has beenplanned for the Project with the aim of establishing aJORC resource. This program includes accurate surfacemapping and targeted surface sampling, supported bystrategic drilling and sampling. The collection of bulksamples in order to gain increased confidence in gold

grade estimates given the highly variable distribution ofgold within this style of mineralisation will be undertaken.

Given the previous gold production and the existence ofa number of quartz vein reefs within the Project area,the Project demonstrates potential to define economicconcentrations of mineralisation. The use of modern,systematic exploration techniques should allow thegeneration of such exploration targets. Please refer to Section 7 for further details.

Proposed expenditure for the Project is set out in Section 5.3.

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Company and Project Overview 5.3 Exploration Expenditure SummaryThe Company proposes to fund its intended exploration

programmes in relation to the Project from the proceedsof the Offer.

It should be noted that the budgets will be subject to

modification on an ongoing basis, depending on the resultsobtained from completed exploration programmes.

Exploration involves an ongoing assessment of each of

the project areas and may lead to increased or decreasedlevels of expenditure on certain areas reflecting a change

in emphasis. This is certainly true of the year twoexpenditures, which are dependent on the outcomesfrom the year one programmes. The following expenditure

summary is proposed:

5.4 Other ProjectsShareholders and potential investors will note that:

(a) on 7 October 2010, the Company announced it hadentered into a memorandum of understanding toacquire up to a 75% interest in the DomboshawaHill Lithium Project with Willaway Enterprises(Private) Limited (Domboshawa Hill Option). Detailsof the Domboshawa Hill Option can be found inSection 11.6 of this Prospectus and the Companysannouncements; and

(b) on 10 November 2010, the Company announced ithad entered into a memorandum of understanding

to acquire up to a 100% interest in the Snakes HeadPlatinum Project with Willaway Enterprises (Private)

Limited (Snakes Head Option). Details of the SnakesHead Option can be found in Section 11.7 of thisProspectus and the Companys announcements.

As at the date of this Prospectus, the Company confirmsthat it is still undertaking due diligence in relation to theDomboshawa Hill Option and Snakes Head Option and doesnot expect to complete the due diligence before completion ofthe re-compliance process (that is, prior to being reinstated totrading on the ASX).

To that end, in the event that the Company decides to pursueits rights to acquire an interest in either project the fundsraised from the Offer will not be used to fund the acquisitions

themselves (as opposed to the exclusivity fee and the duediligence costs).

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EXPENSES Year 1 Year 1 Year 1 Year 2 Year 2 Year 2 Minimum Target Maximum Minimum Target Maximum Subscription Subscription Subscription Subscription Subscription Subscription ($4 million) ($5 million) ($6 million) ($4 million) ($5 million) ($6 million)

Geochemical surveys $100,000 $150,000 $200,000 - - -

Geophysical surveys $200,000 $250,000 $300,000 - - -

Geological mapping $35,000 $75,000 $80,000 $50,000 $120,000 $150,000

RC Sampling $80,000 $80,000 $120,000 $30,000 $60,000 $80,000

RC/Diamond drilling $200,000 $250,000 $750,000 $650,000 $1,000,000

Analytical/assays $125,000 $150,000 $180,000 $180,000 $260,000 $300,000Consultants/wages $145,000 $200,000 $250,000 $195,000 $270,000 $300,000

Project admin costs $65,000 $95,000 $110,000 $75,000 $140,000 $170,000

TOTAL $750,000 $1,200,000 $1,490,000 $1,280,000 $1,500,000 $2,000,000


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Company and Project Overview The Directors give no assurance that either theDomboshawa Hill Option or Snakes Head Options willbe exercised and accordingly the rights to the assetsunderlying those options may or may not be acquired.

Set out as follows is technical information regarding theDomboshawa Hill Lithium Project and the Snakes HillPlatinum Project.

5.4.1 Domboshawa Hill Lithium ProjectThe Domboshawa Hill Lithium Project area is located just north of a well known lithium mining province, withinthe Harare-Bindura-Shawa Greenstone Belt. The projectcomprises the prospect EPO 13/10 (EPO), covering19,995 hectares in area.

Within the EPO there are some outcrops for pegmatitesand old claims for monazite, a rare earth mineral which

is usually associated with lithium. Some of the past oldworkings have been worked for pegmatite minerals in thearea. For example, the Casa Ventura mine between 1957and 1981 produced 606t of lepidolite (lithium bearingmica) and the Mistress Mine produced 1,677t of lepidoliteand 80t of spodumene (lithium silicate).

The EPO area is covered mainly by granitic and gneissicrocks. These granite-gneissic rocks are intruded bypegmatites which host mineralisation of the lithium

minerals and other minerals.

5.4.2 Snakes Head Platinum ProjectThe Snakes Head Project area is located 150km north ofHarare, at the north end of the Great Dyke in Zimbabwe.

In the past, the Great Dyke has been explored for platinum

by resource majors such as Union Carbide Ltd (Wedza-

Mimosa, Selous, Snakes Head projects), Anglo-American

Ltd (Unki project) and Rio Tinto Ltd(Zinca project).

The project comprises 79 prospect licences, covering

approximately 2,000 hectares. The Project area is located

along strike from the well known Zimplats Hartley Platinum

project (formerly held by the Delta Gold BHP Joint Venture).

During 1991 - 1992 Cluff Resources (Pvt) Ltd carried out

exploratory work over the area including diamond drill

holes. The exploration work by Cluff Resources delineated

a reasonable geological continuity that outlined two steep

to flat dipping platinum-palladium bearing sulphide zones

over a 7km strike, with a 4km maximum width.

5.5 Competent PersonThe information in this Prospectus that relates to exploration

results, mineral resources or ore reserves of the Projects

owned by CMPL is based on information compiled by

Mr Joe Cornelius, who is a member of the Australasian

Institute of Mining and Metallurgy and has sufficient

experience which is relevant to the style of mineralisation

and type of deposit under consideration and to the activity

which he is undertaking to qualify as Competent Person as

defined in the 2004 Edition of the Australasian Code forReporting of Exploration Results, Mineral Resources and

Ore Reserves. Mr Cornelius has consented to the inclusion

in this Prospectus of the matters based on this information

in the form and context in which it appears.

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6.1 DirectorsMr Wayne Johnson - Non-Executive ChairmanMr Johnson has over 25 years business and financialexperience gained in Australia, New Zealand, Asia andNorth America. He has founded and managed a rangeof businesses from start-ups through to public listedcompanies in a variety of industries ranging from Miningto Telecommunication and Financial services. He was the

principal of licensed Cube Financial Group, a diversifiedstock broking and corporate advisory business now ASXlisted as MDS Financial Group.

Mr Johnson provides a wealth of experience in mergerand acquisitions, corporate advisory, compliance, capitalraisings and general business development. Mr Johnsonis the Chairman of Noblemen Ventures, his privatelyowned corporate advisory boutique firm in Australia. Healso provides services as a professional director to select

public companies in both New Zealand and Australia.Specialising in turnaround and growth opportunities, heis a non-executive Chairman of Smartpay NZ Limited,non-executive director of Greater Bendigo Mines Limited,executive director and deputy chairman of MDS FinancialGroup and holds a non-executive director position withGrowth Equities Corporation Limited a licensed ASIC fundmanagement company located in Sydney.

Mr Joseph Cornelius - Managing Director

Mr Cornelius has been involved in the mineral explorationindustry for nearly 20 years, working primarily for listedcompanies on the Australian Securities Exchange andprivate consulting groups. Mr Cornelius was thefounding director of Great Australian Resources Limitedand subsequently became the Managing Director. He hasalso been on the board of several other exploration andinformation and technology companies. Mr Cornelius

has significant experience in capital raisings, companymergers and acquisitions and corporate consultancy tothe equities markets.

Mr Cornelius graduated from Curtin University ofTechnology Western Australia in geology and isa member of the Australian Institute of Mining &Metallurgy, Member of the Australian Institute of

Geoscientist and an Affiliate Member of the SecuritiesInstitute of Australia. He has also completed his Financeand Investment qualification with the Securities Instituteof Australia. He has worked on various projects within Australia, South-East Asia, South America and Africancountries.

Mr Michael Higginson Non Executive Director &Company SecretaryMr Higginson holds a Bachelor of Business degree with

majors in finance and corporate administration. MrHigginson was formerly an executive officer with the Australian Securities Exchange. He has over 20 yearsexpertise in public company administration, corporatefinance and law, corporate governance, capital raisings, ASX Listing Rules and company secretarial duties.

Mr Higginson has held board, company secretarialand senior management positions with a number ofresource exploration companies. In particular, he was

an integral part of the team involved in the exploration,feasibility study and early development of the $3 billionRavensthorpe Nickel project.

6.2 Corporate GovernanceThe Directors monitor the business affairs of theCompany on behalf of Shareholders and have formallyadopted a corporate governance policy which is designed

6 Directors and Corporate Governance

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Directors and Corporate Governance

to encourage Directors to focus their attention onaccountability, risk management and ethical conduct.The Board and management are committed to corporategovernance and, to the extent that they are applicable tothe Company, have followed the Corporate GovernancePrinciples and Recommendations issued by the ASXCorporate Governance Council.

Details of the composition of the Board are set out inSection 6.1.

The Board recognises the need for the Company tooperate with the highest standards of behaviour andaccountability.

The non executive Directors are considered independentin terms of the ASX Corporate Governance Councilsdefinition of independent director.

As the Companys activities increase in size, scopeand/or nature, the Companys corporate governanceprinciples will be reviewed by the Board and amendedas appropriate.

6.3 The Board of DirectorsThe Companys Board of Directors is responsible forthe corporate governance of the Company. The Boarddevelops strategies for the Company, reviews strategicobjectives and monitors performance against thoseobjectives. The goals of the corporate governanceprocesses are to:

(a) maintain and increase shareholder value;

(b) ensure a prudential and ethical basis for theCompanys conduct and activities; and

(c) ensure compliance with the Companys legal andregulatory objectives.

Consistent with these goals, the Board assumes thefollowing responsibilities:

(a) developing initiatives for profit and asset growth;

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

(c) acting on behalf of, and being accountable to, the

Shareholders; and

(d) identifying business risks and implementing actionsto manage those risks and corporate systems toassure quality.

The Company is committed to the circulation of relevantmaterials to Directors in a timely manner to facilitateDirectors participation in the Board discussions on afully-informed basis.

6.4 Composition of the BoardElection of Board members is substantially the provinceof the Shareholders in general meeting. However, subjectthereto, the Company is committed to the followingprinciples:

(a) the Board is to comprise Directors with a blend ofskills, experience and attributes appropriate for theCompany and its business; and

(b) the principal criterion for the appointment ofnew Directors is their ability to add value to theCompany and its business.

No formal nomination committee or procedures havebeen adopted for the identification, appointment andreview of the Board membership, but an informalassessment process, facilitated by the Chairman inconsultation with the Companys professional advisors,has been committed to by the Board.

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Directors and Corporate Governance

6.5 Independent professional adviceSubject to the Chairmans approval (not to be unreasonablywithheld), the Directors, at the Companys expense, mayobtain independent professional advice on issues arisingin the course of their duties.

6.6 Remuneration arrangementsThe remuneration of an executive director will be decided

by the Board.

The total maximum remuneration of non-executive Directorsis the subject of a Shareholder resolution in accordancewith the Companys Constitution, the Corporations Act andthe ASX Listing Rules, as applicable. The determinationof non-executive Directors remuneration within thatmaximum will be made by the Board having regard tothe inputs and value to the Company of the respectivecontributions by each non-executive Director.

The Board may award additional remuneration to non-executive Directors called upon to perform extra servicesor make special exertions on behalf of the Company.

6.7 External auditThe Company in general meetings is responsible for theappointment 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.

6.8 Audit committeeThe Company does not have a separately constituted audit

committee. All matters capable of delegation to such acommittee are presently dealt with by the full Board.

6.9 Identification and management of risk The Boards collective experience will enable accurateidentification of the principal risks that may affect theCompanys business. Key operational risks and theirmanagement will be recurring items for deliberation atBoard Meetings.

6.10 Ethical standardsThe Board is committed to the establishment andmaintenance of appropriate ethical standards.

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BMGS PERTH PTY LTDUNIT 9, 123A COLIN STREET, WEST PERTH WA

P.O. BOX 1434, WEST PERTH, WA, 6872

Ph: (08) 6365 4303 Fax: (08) 9091 7539

INDEPENDENT GEOLOGISTS REPORT ON THEMINERAL EXPLORATION PROPERTIES OF CAPE RANGE LTD

10 June 2011

Joe Cornelius

Managing Director

Cape Range Ltd

Unit 5, 324 Great Eastern Highway

Ascot WA 6104

Dear Joe,

BM Geological Services Perth Pty Ltd (BMGS) has

been commissioned by Cape Range Limited (CRL)

to provide an Independent Geologists Report (IGR)

on the Camarines Norte Project (the Project) in the

Bicol Region of the island of Luzon in the Philippines.

The Project is located approximately 300km east of the

Philippine capital of Manila, and straddles the border

of the two municipalities (barangays) of Paracale and

Jose Panganiban. The report is to be included in aProspectus to be lodged with the Australian Securities

and Investments Commission (ASIC), offering for

subscription 25,000,000 shares at an issue price of 20c

per Share (the Prospectus), to raise up to $5,000,000

(plus oversubscriptions of up to a further $1,000,000).

The minimum amount to be raised has been set at

$4,000,000 for this Prospectus.

BMGS has based its review of the Project on information

provided by CRL, along with information obtained from

government agencies, previous owners, and other

relevant published and unpublished data. A site visit was

not conducted to the Project by the author, Mr Daniel

Saunders as Mr Darryl Mapleson, a current employee

of BMGS, had visited the project area in February 2009.

The Project comprises a range of granted mineralconcessions covering areas of historical mine production

from underground and alluvial excavation of narrow

gold bearing vein systems, together with less advanced

mineralised zones typically exploited by artisanal miners.

BMGS understands from CRL that the legal status of the

assets in which CRL are acquiring an interest, and the

mining and minerals processing legislation applicable

has been assessed separately during legal due diligenceinvestigations and consideration of these items has not

been included in this report. The present status of the

tenements, agreements and legislation described in this

report is based on information provided by CRL. BMGS is

not qualified to comment on the nature of the transaction

between the current Owners and CRL and is therefore not

considered in this IGR.

Independent Geologist's Report 7

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Independent Geologist's Report The Independent Geologists Report has been prepared on

information available up to 29 April 2011.

This IGR has been compiled by Mr Daniel Saunders, BSc

(Mineral Exploration and Mining Geology), GradCert (Mine

Planning and Design). Mr Saunders is a geologist with 13

years experience in the resources industry having held

roles with various mining companies exposed to preciousand base metals and industrial minerals. Mr Saunders

currently holds the role of Senior Consulting Geologist with

BMGS Perth, and is a Member of the Australasian Institute

of Mining and Metallurgy, and has the appropriate relevant

qualifications, experience, competence and independence

to be considered an Expert under the definitions provided

in the Valmin Code and a Competent Person as defined

in the JORC Code.

Neither BMGS, nor the author of this report, has or has

had previously, any material interest in CRL or the mineral

properties in which CRL has an interest. Our relationship

with CRL is solely one of professional association between

client and independent consultant. This report is prepared

in return for professional fees based upon agreed

commercial rates and the payment of these fees is in no

way contingent on the results of this report.

The principal sources of information used to compile this

report comprise technical records along with technical

reports and data variously compiled by CRL, previous

project operators, its consultants, government agencies,

and from discussions with CRL management. A listing of

the principal sources of information is included Section VIII

of this report.

All reasonable enquiries have been made to confirm the

authenticity and completeness of the technical data upon

which this report is based. A final draft of this report was

provided to CRL, along with a written request to identify

any material errors or omissions.

Yours faithfully

Daniel Saunders

BMGS Perth Pty Ltd

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Independent Geologist's Report

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CONTENTS

I. EXECUTIVE SUMMARY ....................................................................................................................................30 A. Introduction ............................ ................................. ................................. ................................. .............30 B. Geology and Mineralisation ......................................................................................................................30 C. Exploration History ............................. ................................. ................................. ................................ ...31 D. Mineral Resources ............................. ................................. ................................. ................................ ...31 E. Exploration Potential ................................ ................................. ................................. ..............................31 F. Conclusions ............................ ................................. ................................. ................................. .............32

II. BACKGROUND ................................................................................................................................................33 A. Project Location ................................. ................................. ................................. ................................. ..33

B. Project Tenements ..................................................................................................................................34

C. Geography and Vegetation .......................................................................................................................34

D. Climate ................................ ................................. ................................. ................................. .............34

III. REGIONAL GEOLOGY AND MINERALISATION .....................................................................................................36 A. Regional Geology ............................... ................................. ................................. ................................. ..36

B. Mineralisation .........................................................................................................................................38

IV. NIBDC TENEMENT GROUP ...............................................................................................................................39

A. Lot 1 ................................................................................................................................................39 1. Geology and Mineralisation ................................. ................................. ................................ .........................39

2. Mining and Exploration History ............................ ................................. ................................ .........................39 3. Exploration Potential ................................ ................................. ................................ .................................. ..40

A. Lot 2 ................................................................................................................................................40 1. Geology and Mineralisation ................................. ................................. ................................ .........................40

2. Mining and Exploration History ............................ ................................. ................................ .........................40

3. Exploration Potential ................................ ................................. ................................ .................................. ..40

B. Lot 3 ................................................................................................................................................42

1. Geology and Mineralisation ................................. ................................. ................................ .........................42 2. Mining and Exploration History ............................ ................................. ................................ .........................42


C. Lot 4 ................................................................................................................................................42 1. Geology and Mineralisation ................................. ................................. ................................ .........................42


D. Lot 5 ................................................................................................................................................45 1. Geology and Mineralisation ................................. ................................. ................................ .........................45




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E. Lot 6 ................................................................................................................................................47 1. Geology and Mineralisation ................................. ................................. ................................ .........................47


V. GMC TENEMENT GROUP ..................................................................................................................................48

A. GMC1 ................................................................................................................................................48 1. Geology and Mineralisation ................................. ................................. ................................ .........................48



B. GMC2 ................................................................................................................................................49 1. Geology and Mineralisation ................................. ................................. ................................ .........................49


3. Exploration Potential ................................ ................................. ................................. ................................. ..49

C. GMC3 ................................................................................................................................................50 1. Geology and Mineralisation ............................ ................................. ................................. ..............................50

2. Mining and Exploration History ............................. ................................. ................................ .........................50

3. Exploration Potential ................................. ................................. ................................ ................................. ...50

VI. SUMMARY AND CONCLUSIONS ......................................................................................................................52

A. NIBDC Tenement Group ................................................................................................................................52

B. GMC Tenement Group ...................................................................................................................................53

VII. PRINCIPAL SOURCES OF INFORMATION ..........................................................................................................53

VIII. GLOSSARY OF TECHNICAL TERMS .................................................................................................................54

LIST OF FIGURES

Figure 1 Project Location Plan ...........................................................................................................................33Figure 2 Tenement Location Plan ............................. ................................. ................................ .........................35Figure 3 Regional Geology Map .........................................................................................................................37Figure 4 NIBDC Lot 1- Geology and Sampling ....................................................................................................41Figure 5 NIBDC Lot 3 and 4 - Geology and Sampling showing Historical Mining Locations ..................................44Figure 6 NIBDC Lot 5 - Geology and Sampling ...................................................................................................46Figure 7 GMC Tenure - GMC 1 - Sampling and Prospectivity ..............................................................................51

LIST OF TABLES

Table 1 - Tenement Details ...................................................................................................................................34Table 2 - Rock chip Sampling Results - Lot 1 .............................. ................................. ................................. ........39Table 3 - Rock chip Sampling Results - GMC1 ......................................................................................................49


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Independent Geologist's Report I. EXECUTIVE SUMMARY A. Introduction BM Geological Services Perth Pty Ltd (BMGS) has beencommissioned by Cape Range Limited (CRL) to provide an

Independent Geologists Report (IGR) on the CamarinesNorte Project (the Project) in the Bicol Region of the

island of Luzon in the Philippines. The Project is locatedapproximately 300km east of the Philippine capital of

Manila, and straddles the border of the two municipalities(barangays) of Paracale and Jose Panganiban. The reportis to be included in a Prospectus to be lodged with

the Australian Securities and Investments Commission(ASIC), offering for subscription 25,000,000 shares at

an issue price of 20c per Share (the Prospectus), toraise up to $5,000,000 (plus oversubscriptions of up to afurther $1,000,000). The minimum amount to be raised

has been set at $4,000,000 for this Prospectus.

It comprises a number of prospects which are at varyingstages of exploration maturity. The tenure of the Project

has not been independently verified by BMGS and thereport has been prepared on the assumption that thetenements will prove lawfully accessible. The tenements

are comprised of two parcels; the NIBDC package whichcontains six tenements, and the GMC package which

contains three.

CRL have advised BMGS that through legal due diligencethey have confirmed the Owners have the legal right to putforward the mineral tenements for purchase. This advice

has not been independently verified by BMGS and will notbe covered in this report. BMGS are not privileged to the

nature of any transactions being discussed between thecurrent Owners and CRL regarding the purchase of the

tenements.

B. Geology and Mineralisation

The Project area consists essentially of a large trondhjemite

intrusive complex, known as the Paracale Trondhjemite,hosted within an ultramafic basement. The metamorphic

basement comprises ophiolitic lithologies, consistentwith the basement of volcanic arc complexes that have

experienced tectonic and magmatic extension throughseveral back arc basin processes.

The regional NNW trending Panganiban - Malaguit shearzone separates the metamorphic basement and Paracale

Trondhjemite complex to the north from the Cretaceousand Miocene sediments and volcanics to the south. A

large network of orthogonal NNE trending fracture systemsoccur to the north and south of the shear zone, with afew crosscutting (and perhaps offsetting) it towards the

centre. The fractures are filled with gold bearing quartz-

calcite minerals and associated sulphides. It is likely thatthe fractures developed during compressive stressesoccurring both synchronous with, and post emplacement

of the trondhjemite. The faults are assumed to have beenreactivated during later tectonic activity associated withmineralisation. The regional Panganiban Malaguit shear

zone likely acted as an efficient conduit that dispersedmineralising fluids into the NNE trending fracture system.

The mineralisation at Camarines Norte is likely related to

large Miocene Diorite Cu-Au porphyries, an intrusive typethat is characteristic of the Philippines. Epithermal veinslocated in the Paracale Gold District are characterised

by a pinch and swell geometry. Quartz veins are banded,crustiform or open vugs and filled with base metal

sulphides. The distribution of gold in the vein systems ishighly irregular, although economic concentrations occur

in steeply plunging ore shoots.

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The lithostratigraphic associations and structural

elements present in the Lot 5 tenement suggest this areacould be a significant exploration target. The geological

environment is particularly amenable to mineralisationconsidering that historically, the north east trending vein

systems within the Trondhjemite are the dominant goldmineralisation host in the region.

The most prospective of the GMC tenement group is GMC1, with four separate veins identified on the tenement,

and historical mines nearby. Previous work appears tohave targeted an unidentified structure, with the trend

of samples taken appearing to run parallel to Tabas 1and Tabas 3 veins, possibly representing a repetition ofthese veins. The presence of the large regional shear is

also promising as a source for fluid interaction. Basedon the sampling conducted across this area, and the

identification of what could potentially be a previouslyunmapped mineralised structure, the area could be

described as an advanced exploration area.

The remainder of the tenements across both parcels havefar less historical work completed across them and wouldbe considered exploration areas under The Valmin Code.

Preliminary geological investigation in the form of mappingand basic sampling of identifiable structures should be

conducted to assess the potential of these relatively

unexplored areas, although in some instances the smallsize of the tenement will negate the potential somewhat.

F. Conclusions

Given the lack of certainty regarding the position of thefeatures identified from the various hard copy plans

(i.e. trench locations, rock chip locations etc), and thecommon and sometimes significant errors that can be

introduced in trying to convert this information to digitaldata, there is limited spatial confidence in the displayed

locations of these various features.

Together with this spatial uncertainty, there is some

question over the representativeness of the samplescollected and subsequently reported. This is due to a

lack of available detail on the method used to collect thesample, a geological description of the zone sampled, and

the analytical method used to report the results. Anecdotalevidence suggests that the sampling of the vein materialwas generally not constrained just to the mineralised zone,

and may have included peripheral material considereduneconomic. If this is the case it may be that the reported

grades from some of these samples are underestimatingthe true grades of the mineralised zones.

Despite this, it is considered that the Project demonstratessome potential to define economic concentrations of

mineralisation based on the historical production andgrades achieved. The use of modern, systematic exploration

techniques, together with accurate identification and

mapping of the vein structures should allow the generationof exploration targets for subsequent investigation.


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II. BACKGROUND A. Project Location The Project is located in the Province of Camarines Norte,in the Bicol Region of the island of Luzon, Philippines(Figure 1) and is located approximately 300km east of thePhilippine capital of Manila, and straddles the border of thetwo municipalities Paracale and Jose Panganiban.

Access to the Project is via concrete roads that have beenconstructed through most major towns and hence on tosmall dirt or gravel roads to access the individual tenementareas within the Project.

Topographically, the region is undulating and ischaracterised by rolling hills and mountains. Elevationis generally less than 250 metres above sea level (ASL)but ranges in the mountainous regions up to 775 metres. Access to the Project is more difficult during the wetseason from July to November.


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Figure 1 - Project Location Plan


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Independent Geologist's Report B. Project Tenements The tenements which make up the Project cover an areaof 2,227 hectares and are comprised of two separate setsof claims, being;

Mineral Production Sharing Agreement Application(APSA) 000322-V - Currently held by Northern IslandBuilders and Development Corporation (NIBDC); and

Exploration Permit Application (EXPA) 000061-V - Currently held by Guidance ManagementCorporation (GMC).

Details of the individual tenements comprising theseapplications are listed in Table 1 and displayed in Figure2. No specific investigations have been made into thecurrent status of the tenements listed, nor in determiningthe legal ownership or relationship of either NIBDC or GMCto the tenements as claimed, other than review of thetenement applications against records publically available

from the Mines and Geosciences Bureau, Department ofEnvironment and Natural Resources, Philippines (includeas reference).

C. Geography and Vegetation

The Project area is

cape range ltd prospectus(1)

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