gossan hill gold prospectus

GOSSAN HILL GOLD LIMITEDACN 147 329 833

ProspectusProspectus for the offer of 40 million ordinary shares at an offer price of $0.20 each to raise

$8,000,000 with a minimum subscription of $4,000,000.

Important InformationThis is an important document that should be read in its entirety. If you do not understand it, you should

consult your professional advisers.

THE SHARES OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

This offer is not underwritten.

Carbine TungsTen LimiTed - sponsoring Company

Gossan Hill Gold Limited 2

daTe

This Prospectus for Gossan Hill Gold Limited (Company or Gossan Hill Gold) is dated 24 February 2012. It was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus. No Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

appLiCaTion for QuoTaTion

Application will be made within seven days after the date of this Prospectus for permission for the Shares offered by this Prospectus to be listed for Quotation on the securities market operated by ASX.

eLeCTroniC prospeCTus

This Prospectus will be issued in paper form and as an electronic Prospectus which may be accessed on the internet at www.gossanhillgold.com.au. The offer of Shares pursuant to the electronic Prospectus is only available to persons receiving an electronic version of this Prospectus in Australia. The Corporations Act prohibits any person passing onto another person the Application Form unless it is attached to, or accompanied by, the complete and unaltered version of this Prospectus. During the Offer Period, any person may obtain a hard copy of this Prospectus by contacting the Company by email at [email protected].

foreign JurisdiCTions

This Prospectus does not constitute an offer in any place in which, or to persons to whom, it would not be lawful to make an offer. Distribution of this Prospectus in jurisdictions outside Australia may be restricted by law, and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

NO AUTHORITY

No person is authorised to give any information or to make any representation regarding the Offer. Any information or representation in relation to the Offer which is not contained in this Prospectus may not be relied upon as having been authorised by the Company or its Directors.

exposure period

In accordance with Chapter 6D of the Corporations Act this Prospectus is subject to an exposure period of seven days from the date of lodgement with ASIC. This period may be extended by ASIC for a further period of up to seven days.

The purpose of this exposure period is to enable this Prospectus to be examined by market participants prior to the raising of funds. If this Prospectus is found to be deficient, Applications received during the exposure period will be dealt with in accordance with section 724 of the Corporations Act.

Applications received prior to the expiration of the exposure period will not be processed until after the exposure period. No preference will be conferred on Applications received in the exposure period and all Applications received in the exposure period will be treated as if they were simultaneously received on the Opening Date.

speCuLaTive

The Shares offered by this Prospectus are of a speculative nature. Applicants should read this document in its entirety and, if in any doubt, consult with their professional advisers before deciding whether to apply for Shares. The Shares offered under this Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Shares.

privaCy

When you apply to invest in the Company, you will provide the Company and the Share Registrar with certain personal information to: (i) facilitate the assessment of the Application; (ii) enable the Company to assess the needs of applicants and provide appropriate facilities and services for applicants; and (iii) carry out appropriate administration.

The Company and the Share Registrar may be required to disclose this information to: (i) third parties who carry out functions on behalf of the Company; and (ii) other third parties to whom disclosure is required by law. Applicants may request access to their personal information held by (or on behalf of) the Company by telephoning or writing to the Company Secretary.

phoTographs and diagrams

Items and undertakings depicted in photographs and diagrams in this Prospectus are not assets of the Company, unless otherwise stated. Diagrams appearing in this Prospectus are illustrative only and may not be drawn to scale.

definiTions

Throughout this Prospectus abbreviations and defined terms are used. Those relevant to mineral exploration are contained in the Glossary of Terms in Section 6 of this Prospectus, and other abbreviations and legal terms are contained in the Definitions in Section 10.14 of this Prospectus. Defined terms are generally identified by the uppercase first letter.

Important Information

Cover photo: All Nations Gold Mine Battery, 1860-1948, Bingara, NSW


Chairman’s Letter24 February 2012

Dear Investor,

On behalf of the Board of Directors it is my pleasure to offer you the opportunity to become a Shareholder of Gossan Hill Gold Limited (Company or Gossan Hill Gold).

The offer detailed in this Prospectus invites subscriptions for 40 million ordinary shares at an offer price of $0.20 per share to raise $8,000,000 with a minimum subscription of $4,000,000. Eligible Carbine Tungsten Limited shareholders (a company of which Dr Leon Pretorius and I are Directors and shareholders, Mr Jim Morgan is a Director, and of which Mr Robert Waring is a shareholder and Company Secretary), Robust Resources Limited shareholders and Bright Star Resources Limited shareholders (Dr Pretorius is a shareholder in Bright Star Resources Limited) may participate in the Priority Offer described in Section 1.5 of this Prospectus, while all other investors are invited to participate in the Public Offer described in Section 1.6 of this Prospectus. The Directors of Gossan Hill Gold are not directors of nor do they hold any shares in Robust Resources Limited.

Gossan Hill Gold was incorporated in November 2010 to provide a gold-focused entity to fund and develop several gold exploration prospects, including those formerly held by Carbine Tungsten Limited (formerly called Icon Resources Limited). The four prospects described in this Prospectus are:

Mt Adrah, centred on the Hobbs Intrusion Related Gold Deposit (IRGD) on the Gilmore Suture 23km northwest of the historic goldfield of Adelong, where drilling and IP surveys are planned to find extensions to a JORC compliant 239,000 ounce inferred resource;

Bauloora, where a recently recognised low-sulphidation epithermal gold mineralised system extends for 2km, about 10km north of Cootamundra. Drilling and detailed geological mapping are planned to test this prospect, where surface rock chip samples grading up to 39g/t gold with visible gold have been obtained;

Peel Fault, following on from the discovery of gold mineralisation at the Magnesite Hill prospect, drilling, geophysical and geochemical surveys are planned to test for orogenic gold deposits and IRGD along the 100km strike length of the Peel Fault on the western flank of the New England province; and

Weabonga, where geophysical and geochemical targets are ready to drill on historic gold mines that shut down nearly a century ago.

The Company plans to commence a substantial drilling programme as soon as funds are raised, with the intention of increasing Shareholder value through early discovery and extension of known gold mineralisation. The Board will also consider opportunities for other investments in the resources sector that can enhance Shareholder value. The Board of the Company includes Directors with lengthy experience in the resources industry and especially in cost-effective exploration and project development. The Company has access to technical consultants with experience in metallurgical extraction of gold and mine planning and operation.

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

Once again, on behalf of the Directors, I invite you to subscribe for Shares in the Company and join us in what we consider to be an exciting opportunity for Gossan Hill Gold and its future Shareholders.

Yours sincerely,

Dr Andrew H WhiteExecutive Chairman


ContentsImportant Information 2

Chairman’s Letter 3

Investment Overview 5

1. Offer Details 12

2. Overview of The Company and Prospects 15

3. Corporate Governance 20

4. Risk Factors 24

5. Independent Geologist’s Report 27

6. Glossary of terms 57

7. Independent Accountant’s Report 60

8. Independent Tenement Report 66

9. Material Contracts 82

10. Additional information 83

Corporate Directory 90

Key daTesLodgement of this Prospectus with ASIC 24 February 2012

Opening Date 5 March 2012

Priority Offer Closing Date 30 April 2012

Closing Date 7 May 2012

Allotment of Shares and Despatch of Holding Statements 14 May 2012

Shares Commence Trading on ASX 21 May 2012

These dates are indicative only and may vary, subject to the requirements of the Listing Rules and the Corporations Act.


Gossan Hill Gold aims to start a substantial drilling campaign as soon as the Offer is concluded to maximise the opportunity for new discovery and increase in gold resources for the Company.

The obJeCTives

The Company has assembled an exploration team of geologists and experienced field crew under the leadership of its General Manager, Geology, Dr Kristin Butera, to carry out the proposed exploration programme.

The Company will seek to create shareholder value by early discovery and extension of known gold mineralisation. The Board will also consider opportunities for other investments in the resources sector that can enhance Shareholder value.

Key risKs

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

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

Set out below are the key risks which the Directors consider are associated with an investment in the Company. Further risks associated with an investment in the Company are outlined in Section 4 of this Prospectus.

Exploration

The Company proposes to invest shareholders’ funds in mineral exploration, which is a very high risk activity. Industry statistics show that on average, 1 in 100 mineral prospects tested by drilling becomes a mine, but also that on average, 20% of the companies engaged in mineral exploration make almost 100% of the discoveries, and that for this group, the average number of prospects to be tested to find a mine is 20.

Research indicates that the factors for success in mineral exploration (to be in the successful 20%) are a combination of experience, expertise, numbers of tests, funding and previous performance, specifically:

• Experienced and committed Board of Directors.• Geological expertise in identifying and testing

targets.

The information in this Section is a summary of the key points only and is not intended to provide comprehensive details of the Offer. You should read the full text of this Prospectus and, if in any doubt, you should consult with your professional advisers before deciding whether to apply for Shares. The Shares offered under this Prospectus carry no guarantee in respect of return of capital, return on investment, payment of dividends or the future value of the Shares.

The Company

Gossan Hill Gold was incorporated in November 2010 to provide a gold-focused entity with the initial aim of finding one or more economic gold deposits in as short a time as possible, and the ultimate goal to rapidly develop any discovery into a producing mine. The Company’s strategy is to drill and otherwise explore several gold prospects, in each of which there is strong indication of potentially economic gold mineralisation.

The proJeCTs

The Company’s prospects are all in New South Wales, centred on known gold occurrences, some with historic production. The prospects contain more than 20 individual quality targets to be tested.

Mt Adrah – At Mt Adrah there is a JORC compliant inferred resource of ~239,000 ounces of gold in refractory mineralisation to 120m in the Hobbs deposit. This is now believed to belong to the intrusion-related gold deposit category. It lies on the Gilmore Suture, north west of the old gold mining centre of Adelong. Mineralisation in the deposit is open at depth below 315m, and there are a number of near-by prospects yet to be tested by drilling for additional mineralisation of this type.

Bauloora – A large, untested low sulphidation epithermal gold mineralised system near Cootamundra. Drilling and detailed geological mapping are planned to test this prospect, where surface rock chip samples grading up to 39g/t gold with visible gold have been obtained.

Peel Fault – East of Barraba in the New England district: a recent discovery of near-surface gold mineralisation in altered rocks in and adjacent to the fault zone, prospective for orogenic and intrusion-related gold mineralisation along the fault and covered by an extensive tenement holding.

Weabonga – An historic gold camp south east of Tamworth, where mining ceased in 1916 in high grade mineralisation and virtually unexplored since then.

Investment Overview


• Sufficient number of quality targets tested. • Sufficient funding to adequately test the targets.• Geoscientists with a track record of making

discoveries.The Company has paid particular attention to these factors and believes that it has the right ingredients for discovery, as set out in this Prospectus.

Reliance on Key Personnel

The Company’s Directors and management team have significant experience in exploration, mining and mine construction. Initially, the Company will rely heavily on their experience, and the loss of the services of certain personnel could have an adverse effect on the Company and its activities.

Resource Estimations

Resource estimates are inherently imprecise as they are expressions of judgement at a particular time based on available information, interpreted using experience and resource modelling techniques. The estimates, while made by qualified professionals, may change over time as other information becomes available which differs from information known or predicted by past drilling, sampling and geological interpretation.

Estimates remain subject to change which may adversely affect the Company’s operations or the commercial viability of its projects.

Tenure and Access

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future tenements or future applications for production tenements will be approved.

Tenements are subject to numerous State-specific legislation conditions. The renewal of the term of a granted tenement is also subject to the discretion of the relevant Minister.

Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements.

The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

Non-Completion of Agreement for Sale of Tenement and Share Sale and Purchase Agreement

The Agreement for Sale of Tenement referred to in Section 9.2 of this Prospectus and the Share Sale and Purchase Agreement referred to in Section 9.3 of this Prospectus (together the Agreements) are each subject to various conditions precedent.

If any of those conditions precedent is not satisfied or waived by 30 June 2012 (or such later date as the parties to each Agreement may agree), a party to that Agreement may terminate the Agreement, in which case completion under the Agreement will not occur and the Company will not acquire the Tenement (or shares in the company holding the relevant Tenements, as applicable) the subject of the Agreement.

Funding

The key funding risks are not having sufficient capital to start with, or the opportunity to raise additional capital when required without substantially diluting existing shareholdings, in order to adequately test the targets within the proposed time frame. The Board of Directors has estimated that the proposed capital raising of $8,000,000 will provide sufficient funding for adequate first-pass drill testing of the targets in a time frame of two years.

There are many other risks that pertain to the Company’s proposed activities, explained in more detail in Section 4 of this Prospectus, but these other risks are those faced by any participant in the exploration and mining sector. The Board of Directors has a risk management strategy in place to manage these risks as best as possible as part of its corporate governance.

The offer

The Company invites applications of up to 40,000,000 Shares at an issue price of $0.20 each to raise up to $8,000,000 with a minimum subscription of $4,000,000. Of the 40,000,000 Shares being offered, 20,000,000 Shares will be offered in priority to Carbine Tungsten Shareholders, Robust Resources Shareholders and Bright Star Resources Shareholders who are registered as holding a parcel of shares of not less than $2,000 in Carbine Tungsten, Robust Resources or Bright Star Resources (as the case may be) on the date of this Prospectus. The key information relating to the Offer and references to further details are set out below.


KEY INFORMATION FURTHER DETAILS

Type of security being offered and its rights and liabilities

Fully paid ordinary shares in the capital of the Company ranking equally with existing Shares on issue.

Section 1.1, 10.4

Minimum Subscription of the Offer

$4,000,000

Section 1.1

How to apply for Shares

Complete and return the Priority Application Form or Public Application Form (as the case may be) together with payment in full for the quantity of Shares being applied for. Applications must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 1,000 Shares ($200).

Section 1.8 and Application Form

Will the securities be listed?

Application for Official Quotation by ASX of the Shares offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. The expected date for Shares to commence trading on ASX is 21 May 2012 (this date is subject to change).

Section 1.3, 1.12

How will Shares be allocated?

The Directors will determine the allottees in their sole discretion.

Section 1.10

Where will the Offer be made?

No action has been taken to register or qualify the Shares, or otherwise permit a public offering of the Shares the subject of this Prospectus, in any jurisdiction outside Australia. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

Section 1.13

Broker commissions

The Company reserves the right to pay a commission of amounts subscribed through any licensed securities dealers or Australian financial services licensee and accepted by the Company.

Section 1.16

CHESS and Issuer Sponsorship

The Company will apply to participate in CHESS for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company.er sponsored by the Company.

Section 1.12

Who should I contact with queries?

Any questions concerning the Offer should be directed to the Company by telephone on 0419 273 666.2.

purpose of The offer

The purpose of the Issue is to raise adequate funds to allow the continued exploration of the projects described in this Prospectus, in particular:

• to determine if sufficient gold resources can be found in advanced prospects to justify feasibility studies leading to future mining;

• to establish a cash flow by bringing those prospects with potential reserves into production if feasible; and• to identify, acquire and evaluate new targets.


Minimum Subscription Full Subscription

$4,000,000 $8,000,000

Offer price per Share $0.20 $0.20

Shares already on issue 22,000,000 44.66% 22,000,000 29.69%

Shares to be issued subject to 11,600,000 21.44% 11,600,000 15.65%Agreement for Sale of Tenement andShare Sale and Purchase Agreement(Vendor Shares)*

Shares to be issued pursuant to this Offer 20,000,000 36.96% 40,000,000 53.98%

Performance shares post-IPO** 500,000 1.13% 500,000 0.68%

Total shares on issue 54,100,000 100.00% 74,100,000 100.00%

Market capitalisation at the Offer Price $10,820,000 $14,820,000

Cash backing - Minimum Subscription 8.46 cents per share

Cash backing - Maximum Subscription 10.79 cents per share

* Refer Sections 9.2 and 9.3 of this Prospectus.

** Subject to obtaining shareholder approval (see Section below in this Investment Overview).

Rights attaching to the Shares are summarised in Section 10.4 of this Prospectus.

use of funds

The funds raised from the Issue will be applied as follows (assuming full subscription):

Pre-offer Cash $400,000

Total raised in the Offer $8,000,000

Total Funds Available $8,400,000

Exploration Expenditure (budget for first two years) including administration $7,465,000

Expenses of the Offer $603,000

General Working Capital and project acquisition $332,000

Total Funds Applied $8,400,000

Details of the exploration programmes proposed and the associated expenditures are provided in Sections 2 and 5 of this Prospectus.

If only the minimum subscription is raised, those funds will be applied as follows:

Exploration Expenditure (budget for first two years)

Including administration $3,583,000

Expenses of the Offer $403,000

General Working Capital and project acquisition $414,000

Total $4,400,000

CapiTaL sTruCTure

Following completion of the Issue, the proposed issued capital structure of the Company, will be as set out in the table below:


The above tables and the exploration programmes and associated expenditure outlined in Section 2.6 of this Prospectus are statements of current intentions at the date of the lodgement of this Prospectus with ASIC.

As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied in these circumstances.

The Directors are satisfied that, upon completion of the Issue, the Company will have sufficient funds to meet its stated objectives for a period of at least two years.

The use of joint venture funding or share placements will be considered by the Directors where it is appropriate to accelerate exploration of a specific project towards the delineation or development of a discovery.

It is also possible that future acquisitions may exceed the current or projected financial resources of the Company and it is expected that these acquisitions would be funded by project finance and/or equity issues (subject to shareholder approvals).

expenses of The offer

The estimated expenses connected with the Offer which are payable by the Company are as follows (assuming only the minimum subscription is raised):

Independent Accountant’s Report $7,000

Legal Expenses $60,000

Independent Geologist’s Report $38,000

Graphics $8,000

Independent Tenement Report $6,000

Accounting $1,800

Secretarial $8,200

Website $3,000

Printing, posting, Share Registry

and other miscellaneous Offer costs $71,000

Sub total $203,000

Broker or Dealers’ commission $200,000

Total $403,000

If the full subscription of $8,000,000 is raised the Broker fee increases by $200,000.

direCTors and managemenT

The members of the Board of Directors have lengthy experience in exploration, financial evaluation and development of mining projects, mining and company direction. They are Dr Andrew White, Executive Chairman, and Non-executive Directors Dr Leon Pretorius, Mr Andrew James (Jim) Morgan and Mr Robert Waring. Mr Waring is also Company Secretary. The Company’s General Manager, Geology, is Dr Kristin Butera.

Andrew White, Leon Pretorius and Kris Butera are geoscientists with between them 90 years’ experience in mineral exploration and exploration target selection and discovery. Andrew White and Leon Pretorius have extensive experience in project feasibility studies and mine management, and Jim Morgan has over 30 years’ Australian and international experience in mine project management and construction. Drs White, Pretorius and Butera have track records of mineral discovery.

andreW WhiTe

exeCuTive Chairman

BSc (Hons), PhD GAICD FAIG FSEG MAAPG

Dr White is a geologist with over 45 years of experience in exploration, project development, mine management and financial evaluation of mining investments. He has lengthy experience in exploration for and assessment of gold projects. He was the Non-executive Chairman of Carbine Tungsten (formerly called Icon Resources Limited) from October 2005 until March 2010 when Dr Leon Pretorius was appointed to the role. Andrew continues as a Non-executive Director of Carbine Tungsten. He is the author of the text “Management of Mineral Exploration”.

Leon preTorius

non-exeCuTive direCTor

BSc (Hons) MSc PhD FAusIMM (CP) MAIG PrNatSci

Dr Pretorius is a geochemist and brings to the Company 40 years of international mineral and mining experience. He has also been involved as a public company director in Australia and overseas for more than 25 years and most recently in Australia prior to joining Carbine Tungsten’s Board he was an Executive Director of Paladin Energy Limited until April 2005 and Managing Director of Deep Yellow Limited until March 2010.

He was a Non-executive Director of Paladin Energy Limited’s Namibian operating mining company Langer Heinrich Uranium (Pty) Limited for six years and is still the Managing Director of Deep Yellow Limited’s 100% owned Namibian subsidiary Reptile Uranium Namibia (Pty) Ltd. During the past four years Leon has served as a Director of the listed company Deep Yellow Limited. He is Executive Chairman of Carbine Tungsten Limited (formerly called Icon Resources Limited).


roberT Waring

non-exeCuTive direCTor and Company seCreTary

BEc, CA, FCIS, FFin, FAICD, MAusIMM

Mr Waring has over 30 years of experience in financial accounting and company secretarial roles principally in the resources industry. He is involved as Company Secretary with several public companies listed on the Australian Securities Exchange. He is Company Secretary of Carbine Tungsten and a Director of companies in the Spencer Hamilton Limited group, which provides secretarial and corporate advisory services to a range of listed and unlisted companies. Robert was a director of ASX-listed PlatSearch NL for 15 years.

andreW James (Jim) morgan

non-exeCuTive direCTor

B.TEC ELEC

Mr Morgan has over 30 years of experience in the Australian and international mining and construction industries, most recently as General Manager – Project Development for ASX-listed Paladin Energy Ltd at Paladin’s Langer Heinrich Uranium Project in Namibia. He worked on the initial Langer Heinrich Stage 1 development and the subsequent Stage 3 expansion project. He also managed Paladin’s Kayelekera Project EPCM functions and was involved with government approvals and community interface aspects of the Kayelekera uranium mine in Malawi.

Before joining Paladin, Mr Morgan held senior positions and played key roles in the mine development of Lafayette Mining Limited (Owner’s Representative), Rapu Rapu mine in the Philippines and Ticor (Owner’s Representative) at the Richards Bay mineral sands mining and titanium smelter project in South Africa. He acted as Owner’s Site Manager for Newcrest Mining Ltd for the Cadia Gold-Copper mine at Orange, NSW, and as Owner’s Engineering Manager at Newcrest’s Gosowong Gold mine in Indonesia.

KrisTin buTera

generaL manager, geoLogy

BSc (Hons), PhD, MAIG.

Dr Butera is a widely skilled geologist with over 13 years of experience in conducting and managing gold and base metals exploration and has been instrumental in the discovery and delineation of several economic green fields and near-mine mineral systems. Kris has previously held Exploration Manager and Chief Geologist positions for several publicly listed companies.

direCTor inTeresTs and remuneraTion

a) Remuneration of Directors

Directors are entitled to remuneration out of the funds of the Company but the remuneration of the Non-executive

Shares Options

Direct Indirect Direct IndirectA White Nil 400,000* Nil NilL Pretorius 1,550,000 Nil Nil NilR Waring Nil 200,000 Nil NilJ Morgan Nil Nil Nil Nil

*In addition, on the successful listing of Gossan Hill Gold, the Directors have agreed to issue Dr Andrew White an additional 500,000 Shares at an issue price of $0.20 each in lieu of payment of fees for preparation of this Prospectus, subject to obtaining shareholder approval (see below in this Investment Overview).

Further detail on the expected capital structure of the Company is set out above in this Investment Overview.

c) Indemnity, Insurance and Access

The Company has entered into Indemnity, Insurance and Access Deeds with each of the Directors. Details of the Deeds are set out below in this Investment Overview.

d) Insurance

The Company intends to effect, and intends to maintain, Directors’ and Officers’ Liability and Company Reimbursement insurance.

agreemenTs WiTh direCTors or reLaTed parTies

Executive Service Agreement with Andrew White

The Company and Dr Andrew White entered into a Contract of Employment on 15 October 2011. By the Contract of Employment (Contract), the Company agrees to employ Dr White as Executive Chairman of the

Directors may not exceed in any year the amount fixed by the Company in general meeting for that purpose. Subject to obtaining shareholder approval, it is proposed that the maximum aggregate remuneration of the Non-executive Directors be fixed at $200,000 per annum (allowing for the appointment of future Directors) to be apportioned among the Non-executive Directors in such manner as they determine. The Directors are also entitled to be paid reasonable travelling, accommodation and other expenses incurred in consequence of their attendance at the Board meetings and otherwise in the execution of their duties as Directors.

Dr Andrew White (Executive Chairman) has entered into the Executive Service Agreement with the Company referred to below in this Investment Overview.

b) Directors’ Interests in Company’s Securities

The direct and indirect interests of the Directors in the securities of the Company as at the date of this Prospectus are as follows:


Company (and its related bodies corporate) for a period of two years commencing on the date the Company raises sufficient funds to be admitted to the Official List.

The Company will pay Dr White an annual salary (inclusive of statutory superannuation payment) of $200,000. Dr White will receive a performance and remuneration review on 31 December 2012 and annually thereafter.

Subject to obtaining shareholder approval, the Company shall, within six months after the Listing Date, issue to Dr White a performance bonus of 500,000 Shares, in lieu of payment for preparation of this Prospectus.

The Company will reimburse travel and other expenses properly incurred by Dr White in or about its business.

The Company may terminate Dr White’s employment summarily because of, among other things, grave misconduct or serious or persistent breach of the Contract.

Either party may terminate the Contract on three months’ notice to the other. If Dr White’s employment is terminated by the Company within the two year term (other than for breach), the Company must pay to Dr White 3 months’ salary plus entitlements.

If Dr White is made redundant because of takeover of the Company, he will be entitled to the greater of a three month severance payment and the balance of the total annual remuneration due at that date (subject to obtaining any shareholder approval which may be required under the Corporations Act).

Corporate Advisory Agreement with Spencer Hamilton Limited

The Company and Spencer Hamilton Limited (Spencer Hamilton) (a company associated with Mr Robert Waring) entered into a Letter Agreement on 4 November 2011. By the Agreement, the Company engages Spencer Hamilton as a consultant to provide certain corporate advisory services, including the provision of general corporate advisory work to the Company in connection with its listing on ASX as well as company secretarial and accounting assistance if required during the period until listing.

In consideration for these services, the Company will pay Spencer Hamilton at an hourly rate for work performed by it (ranging from $55 to $220 per hour plus GST). The Company will also reimburse Spencer Hamilton for reasonable incidental expenses including travel and other related expenses.

Following ASX listing of the Company, with assistance provided by Spencer Hamilton, the Company will consider (subject to shareholder approval) an offer of Shares (or Options) to Spencer Hamilton or its nominees, under the Employee Performance Share Plan described in Section 10.10 of this Prospectus. Either party may terminate the Agreement on one month’s written notice, unless otherwise agreed.

Contract of Employment – Kristin Butera

The Company and Dr Kristin Butera entered into a Contract of Employment on 14 July 2011, commencing on 1 August 2011. By the Contract of Employment (Contract), the Company agrees to employ Dr Butera as General Manager, Geology, of the Company. The Company will pay Dr Butera an annual salary (inclusive of statutory superannuation payment) of $170,000 plus use of company vehicle.

Subject to obtaining shareholder approval, the Company shall issue to Dr Butera Shares equal to 10% of salary calculated using the volume weighted average share price (VWAP) during the month prior to issue (with those Shares to vest in three equal six monthly instalments, the first of which is due on 5 May 2012) and a further bonus issue on the same basis (namely, 10% of salary at VWAP at time of issue) annually thereafter on each anniversary of the first issue.

Either party may terminate the Contract on three months’ notice to the other or, in the case of termination by the Company, by payment in lieu thereof.

Indemnity, Insurance and Access Deeds

As permitted by the Constitution, the Company has entered into an Indemnity, Insurance and Access Deed with each Director. The indemnity is subject to restrictions prescribed in the Corporations Act. In summary, the Deed:

• requires the Company to indemnify a director against liabilities incurred as a result of acting as a director subject to certain exclusions and provides for related legal costs to be paid by the Company;

• requires the Company to maintain an insurance policy against any liability incurred by a director in his capacity as a director during that person’s term of office and seven years thereafter; and

• provides a director with a right of access to board papers and other documents while in office and for seven years thereafter.

subsTanTiaL sharehoLders

The substantial shareholders as at the date of the Prospectus and on completion of the Offer have been included in both tables below for comparison purposes.

As at the date of the Prospectus

Those Shareholders holding 5% or more of the Shares on issue at the date of this Prospectus:

Shareholder Shares % (undiluted)

Carbine Tungsten Limited 16,500,000 75%

Dr L E Pretorius 1,550,000 7%

Willowood Corporate Pty Ltd 1,500,000 6.82%


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

CorporaTe governanCe

To the extent applicable, in light of the Company’s size and nature, the Company has adopted the Corporate Governance Principles and Recommendations (2nd Edition) as published by ASX Corporate Governance Council (Recommendations).

The Company’s main corporate governance policies and practices as at the date of this Prospectus and the Company’s compliance and departures from the Recommendations are set out in Section 3 of this Prospectus.

In addition, the Company’s full Corporate Governance Plan is available from the Company’s website www.gossanhillgold.com.au.

finanCiaL informaTion

The Company was only recently incorporated (12 November 2010) and has no operating history and limited historical financial performance. The Company is yet to conduct its own exploration activities on the area of land the subject of the Tenements.

As a result, the Company is not in a position to disclose any key financial ratios other than its balance sheet which is included in the Independent Accountant’s Report set out in Section 7 of this Prospectus.

TaxaTion

The Australian taxation consequences of any investment in Shares will depend upon an investor’s particular circumstances. It is an obligation of investors to make their own enquiries concerning the taxation consequences of an investment in the Company.

If you are in doubt as to the course of action you should take, you should consult your professional advisers.

dividend poLiCy

The Company does not yet have a dividend policy. The Company has no immediate intention to declare or distribute dividends. Payment of future dividends will depend upon the future profitability and financial position of the Company.

resTriCTed seCuriTies

Subject to the Company being admitted to the Official List, certain of the Shares on issue prior to the Offer are likely to be classified by ASX as restricted securities and will be required to be held in escrow. The Company will announce to ASX full details (quantity and duration) for the Shares required to be held in escrow prior to the Shares commencing trading on ASX.

1. Offer Details

1.1 desCripTion of The offer

This Prospectus invites investors to apply for a total of 40,000,000 Shares at an issue price of $0.20 per Share to raise $8,000,000 with a minimum subscription of $4,000,000. All Shares issued pursuant to this Prospectus will be issued as fully paid ordinary Shares and will rank equally in all respects with the Shares already on issue. The rights attaching to the Shares are summarised in Section 10.4 of this Prospectus.

The Offer under the Prospectus consists of:

• a Priority Offer exclusively to Carbine Tungsten Shareholders, Robust Resources Shareholders and Bright Star Resources Shareholders (see Section 1.5 of this Prospectus); and

• a Public Offer which is available to all public investors (see Section 1.6 of this Prospectus).

If the minimum subscription for the Offer is not achieved within four months after the date of this Prospectus, all Applications will be dealt with in accordance with the Corporations Act.

1.2 opening and CLosing daTes

Subscription lists will open on the Opening Date and will remain open until 5.00 pm EDST on the Priority Offer Closing Date in respect of the Priority Offer and 5.00 pm EDST on the Closing Date in respect of the Public Offer subject to the right of the Company to close either the Priority Offer or the Public Offer at an earlier time and date or to extend the closing time and date of either the Priority Offer or the Public Offer without prior notice.

Applicants are encouraged to submit their Applications as early as possible.

Shareholder Shares % (undiluted)

Carbine Tungsten Limited 16,500,000 22.26

Tasman Goldfields Australia Operations Pty Ltd

10,000,000 13.49

On completion of the Offer (assuming no existing substantial Shareholder subscribes and receives additional Shares pursuant to the Offer)

Those Shareholders holding 5% or more of the Shares on completion of the Offer:


Carbine Tungsten Shareholders, Bright Star Resources Shareholders and Robust Resources Shareholders need to use the Priority Application Form attached to or accompanying this Prospectus and this must be received on or before the Priority Offer Closing Date. Priority Application Forms received after the Priority Offer Closing Date will be treated as Applications in the Public Offer.

Any Shares not subscribed for under the Priority Offer will be available under the Public Offer.

1.6 pubLiC offer

Of the 40,000,000 Shares being offered, 20,000,000 Shares (as well as Shares not subscribed for under the Priority Offer) will be available to the general public under the Public Offer.

Applications for Shares by general investors must be made on the Public Application Form attached to this Prospectus and this must be received on or before the Closing Date.

1.7 appLiCaTions for shares

Applications must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 1,000 Shares and can only be made by completing the Application Form attached to or accompanying this Prospectus. The Company reserves the right to reject any Application or to allocate any investor fewer Shares than the number applied for.

1.8 hoW To appLy

Applications under the Offer may be made, and will only be accepted, in one of the following forms:

a. on the relevant Application Form attached to or accompanying this Prospectus; or

b. on a paper copy of the relevant electronic Application Form which accompanies the electronic version of this Prospectus, both of which can be found at and downloaded from www.gossanhillgold.com.au.

Carbine Tungsten Shareholders, Bright Star Resources Shareholders and Robust Resources Shareholders who are eligible to participate in the Priority Offer can apply using BPay. To do so, they should follow the instructions on the Priority Application Form.

Applicants under the Public Offer are not able to apply using BPay.

Paper Application Forms, whether attached to or accompanying a paper copy of this Prospectus or which have been downloaded from www.gossanhillgold.com.au must be accompanied by a personal cheque or a bank draft payable in Australian dollars, drawn on an Australian branch of an Australian registered bank for an amount equal to the number of Shares for which you wish to apply multiplied by the Application Price of $0.20 per Share. Cheques or bank drafts should be made payable to “Gossan Hill Gold Limited New Issue Account” and crossed “Not Negotiable”.

1.3 indiCaTive TimeTabLe

Lodgement of this Prospectus 24 February 2012with ASIC

Opening Date 5 March 2012

Priority Offer Closing Date 30 April 2012

Closing Date 7 May 2012

Allotment of Shares and 14 May 2012Despatch of Holding Statements

Shares commence trading 21 May 2012on ASX

The above dates are indicative only and may vary, subject to the requirements of the Listing Rules and the Corporations Act.

1.4 over-subsCripTions

The Company will not accept over-subscriptions. The maximum amount which may be raised under this Prospectus is therefore $8,000,000 by the issue of a maximum of 40,000,000 Shares.

1.5 prioriTy offer – Carbine TungsTen sharehoLders, brighT sTar resourCes sharehoLders and robusT resourCes sharehoLders

Of the 40,000,000 Shares being offered, 20,000,000 Shares will be offered in priority to Carbine Tungsten Shareholders, Bright Star Resources Shareholders and Robust Resources Shareholders who are registered as holding a parcel of shares of not less than $2,000 in Carbine Tungsten, Bright Star Resources or Robust Resources (as the case may be) at 5.00 pm EDST on the date of this Prospectus (Priority Offer).

Eligible Carbine Tungsten Shareholders, Bright Star Resources Shareholders and Robust Resources Shareholders may apply for as many Shares as they wish under the Priority Offer (subject to the requirements referred to in Section 1.7 of this Prospectus).

The priority given to Carbine Tungsten Shareholders, Bright Star Resources Shareholders and Robust Resources Shareholders will be in respect of Shares applied for by each qualifying Applicant, provided that the total Shares issued to Carbine Tungsten Shareholders, Bright Star Resources Shareholders and Robust Resources Shareholders does not exceed 20,000,000 Shares.

Applications under the Priority Offer will be allotted on a first-come first-served basis and the final allocation decision will be at the sole discretion of the Board.

Should Applications from qualifying Carbine Tungsten Shareholders, Bright Star Resources Shareholders and Robust Resources Shareholders exceed 20,000,000 Shares available under the Priority Offer, they will be considered as part of the Public Offer.


Applicants should ensure that cleared funds are available at the time the Application is lodged, as dishonoured cheques will result in the Application being rejected.

Applicants should return their completed Application Forms to Boardroom Pty Limited at GPO Box 3993, Sydney NSW 2001 or Level 7, 207 Kent Street, Sydney NSW 2000 by no later than 5.00pm EDST on 30 April 2012 for those applying under the Priority Offer and by not later than 5.00 pm EDST on 7 May 2012 for those applying under the Public Offer.

Detailed instructions on how to complete paper Application Forms are set out on the reverse of those forms. You are not required to sign the Application Form.

The Company reserves the right to reject any Application (including where an Application has not been correctly completed) or allocate any person fewer Shares than that person applied for, or vary the dates and times of the Offer without prior notice and independently of other parts of the Offer. Where Applications are rejected or fewer Shares are allotted than applied for, surplus Application Monies will be refunded. No interest will be paid on any Application Monies refunded.

1.9 aLLoTmenT and aLLoCaTion of shares

Subject to the ASX granting approval for the Company to be admitted to the Official List, the allotment of Shares to Applicants will occur as soon as possible after the Offer is closed, following which statements of Share holdings will be dispatched. It is the responsibility of Applicants to determine their allocation prior to trading in Shares. Applicants who sell their Shares before they receive their holding statements will do so at their own risk. Pending the issue of the Shares or return of the Application Monies, the Application Monies will be held in trust for Applicants.

The Company has the right to allocate the Shares under the Offer. The Company may reject any Application or allocate any investor fewer Shares than applied for under the Offer. If an Application is not accepted, or is accepted in part only, the relevant part of the Application Monies will be refunded. Interest will not be paid on Application Monies refunded.

1.10 enTiTLemenTs issue of opTions afTer LisTing

All Shareholders registered on the share register of Gossan Hill Gold at a date approximately four months after Gossan Hill Gold’s Shares commence trading on ASX (the final date will be as announced by the Company to ASX) will be entitled to participate in a non-renounceable entitlements issue of Options on the basis of one Option for every two Shares held. The Options will be issued at a price of $0.01each with an exercise price of $0.20 and an expiry date of 21 May 2014.

A disclosure document for the entitlements issue of Options will be issued when the securities are offered.

Anyone who wishes to acquire the Options will need to complete the application form that will be in or accompany the disclosure document.

1.11 sToCK exChange LisTing

Within seven days after the date of this Prospectus, application will be made to the ASX for the Company to be admitted to the Official List and for the Shares offered by this Prospectus to be granted Quotation. If approval for Quotation is not granted within three months after the date of this Prospectus, the Company will not allot or issue any Shares pursuant to the Offer and will repay all Application Monies without any interest as soon as practicable. The fact that the ASX may admit the Company to its Official List is not to be taken in any way as an indication of the merits of the Company or the Shares offered pursuant to this Prospectus.

1.12 Chess

The Company proposes participating in the Clearing House Electronic Sub register System (CHESS), operated by ASX Settlement Pty Ltd (ASX Settlement) a wholly owned subsidiary of ASX, in accordance with the Listing Rules and ASX Settlement Operating Rules.

Under this system, the Company will not issue certificates to investors. Instead, Shareholders will receive a statement of their holdings in the Company. If an investor is Participant sponsored, ASX Settlement will send them a CHESS statement.

The CHESS statement will set out the number of Shares allotted to each holder under this Prospectus, give details of the Shareholder’s holder identification number and give the Participant identification number of the sponsor.

If you are registered on the issuer sponsored sub register, your statement will be dispatched by the Share Registry and will contain the number of Shares allotted under this Prospectus and the Shareholder’s security holder reference number.

A CHESS statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their holding changes. A Shareholder may request a statement at any other time however a charge may be made for additional statements.

1.13 overseas invesTors

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions.

Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Lodgement of a duly completed Application Form will be taken by the Company as to constitute a representation that there has been no


breach of such laws. No action has been taken to register or qualify the Shares, or the Offer, or otherwise to permit a public offering of the Shares, in any jurisdiction outside Australia. The Offer pursuant to an Electronic Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia.

1.14 privaCy aCT

The Company collects information about each Applicant from the Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s Shareholding in the Company.

By submitting an Application Form, each Applicant agrees that the Company may use the information in the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, the Company’s related bodies corporate, agents, contractors and third party service providers (including mailing houses), ASX, ASIC and other regulatory authorities.

If an Applicant becomes a Shareholder of the Company, the Corporations Act requires the Company to include information about the Shareholder (name, address and details of the Shares held) in its public register. This information must remain in the register even if that person ceases to be a Shareholder of the Company. Information contained in the Company’s registers is also used to facilitate distribution payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company may wish to communicate to its Shareholders) and compliance by the Company with legal and regulatory requirements. If you do not provide the information required on the Application Form, the Company may not be able to accept or process your Application.

1.15 invesTmenT risKs

The investment offered herein is speculative as the Tenements detailed in this Prospectus are at an exploration stage without proven economic reserves.Further information on risk is provided in Section 4 of this Prospectus.

1.16 handLing fees

The Company will pay to any stockbroker, licensed securities dealer or other person legally entitled to receive commission in respect of a person subscribing for the Shares (Dealer), a commission at a negotiable rate of the amount of application monies the subject of an Application which results in an allotment of Shares, where the Dealer has introduced the Applicant and indicated that introduction by completion of the “brokers reference” section of the Application Form. The commission will be paid within 21 Business Days of the allotment of the Shares on the presentation of a tax invoice.

1.17 no underWriTing

The offer made pursuant to this Prospectus is not underwritten.

2. Overview of The Company and Prospects

2.1. Company baCKground

The Company was incorporated in November 2010, with the intention of acquiring selected gold exploration prospects in eastern Australia and raising funds to test these prospects.

The Company’s goal is to discover one or more economic gold deposits and bring the discoveries into production. Since incorporation the Company has entered into the Agreements for Sale of Tenements and Share Sale and Purchase Agreement referred to in Sections 9.1, 9.2 and 9.3 of this Prospectus (together the Agreements) to acquire four prospects in south-central and north eastern New South Wales. The prospects (Figure 2.1) are:

• The Mt Adrah group of Exploration Licences.• The Peel Fault group of Exploration Licences.• The Bauloora Exploration Licences.• The Weabonga Exploration Licence.

Pursuant to the Agreement referred to in Section 9.1 of this Prospectus, the Company acquired two gold prospects, Peel Fault and Weabonga, from Icon Resources Ltd (Icon, now Carbine Tungsten Limited) (ASX code CNQ).

The Peel Fault prospects thus acquired are included in ELs 6648, 7725 and 7726. Weabonga is included in EL 6620. Subject to the satisfaction or waiver of the conditions precedent in the Agreements referred to in Sections 9.2 and 9.3 of this Prospectus, and completion of them, the Company will acquire two other gold prospects:

a. Mt Adrah (EL 6372) to be acquired from a subsidiary of Bright Star Resources Ltd (refer Section 9.3 of this Prospectus); and

b. Bauloora (EL 6414) to be acquired from a subsidiary of Robust Resources Ltd (refer Section 9.2 of this Prospectus).

Gossan Hill Gold has been granted ELs 7843 (Gundagai), 7844 (Mt Adrah), 7861 (Bauloora), 7862 and 7863 (Peel Fault), and has lodged Exploration Licence Applications 4365 (Weabonga) and 4421 (Peel Fault) to consolidate its tenure of the prospective areas.

2.2. mT adrah prospeCTs

The Mt Adrah prospects are approximately 17km north west of the township and old gold mining centre of Adelong, in central western NSW.

The area has good infrastructure (power, transport and water) and is held within ELs 6372, 7843 and 7844. The Hobbs deposit in EL 6372 has a JORC compliant Inferred Resource of 239,000 ounces of gold estimated to a depth of 120m at a cut-off of 0.5g/t gold, although the mineralisation is still open at a depth of 315m below surface.


Figure 2.1. Location of Gossan Hill Gold Limited Prospects

2.2.1. Background

The Hobbs deposit was discovered by Getty Oil Development Company Pty Ltd in 1980. Percussion and core drilling determined that a small outcrop of strongly altered quartz monzonite was the surface exposure of gold mineralisation averaging 1.3g/t gold, persisting to a depth of at least 315m and with a horizontal dimension of approximately 100m by 180m.

Based on the Getty drilling, SMG Consultants carried out the JORC compliant resource estimate for previous owners Golden Cross Resources Ltd, summarised in the Independent Geologist’s Report (Section 5 of this Prospectus).

The resource estimate was limited to a depth of 120m from surface, although mineralisation is still open at 315m. Metallurgical testing in 1980 determined that the gold was refractory, and conventional gold extraction tests at that time gave relatively low recoveries.

The refractory nature of the mineralisation, the low grade and the low gold price meant that at the time of discovery the discovery was uneconomic. In the meantime, there have been significant developments in the technology of gold extraction from refractory mineralisation and the gold price has increased dramatically, combining to make the Hobbs deposit a prospect worthy of further testing and exploration.

Gossan Hill Gold plans to drill to test the depth extension of the Hobbs mineralisation, as well as exploring for extensions and repetitions of the mineralisation within ELs 6372, 7843 and 7844.

2.2.2. Geology and prospectivity

The Mt Adrah prospects lie on the Gilmore Suture (Figure 2.2) within a narrow belt of Late Ordovician calcareous sedimentary rocks and mafic volcanics. These have been metamorphosed to greenschist facies and intruded by very large granitic masses of Silurian age and younger, possibly Devonian, mafic igneous rocks.

The Hobbs deposit is a partially explored Intrusion Related Gold Deposit (IRGD), comprising a mineralised micro-brecciated and micro-veined quartz monzonite intrusive approximately 180m x 100m that is open at depth below 315m and also to the north-east and south-west.

Gold mineralisation occurs as fine-grained inclusions within arsenical pyrite, arsenopyrite and pyrite as well as free gold in quartz veins (Figure 2.3).

The mineralisation is associated with highly anomalous arsenic, bismuth and silver, typical of IRGDs, and the gold grade is relatively consistent to the depth extents of previous drilling.


Figure 2.2. First Vertical Derivative of Reduced to Pole Magnetics of the Mt Adrah prospect area, showing the location of the Hobbs deposit at a major dilational site along the Gilmore Suture, and the zone of structural complexity immediately to the south of the deposit – representing a major exploration target analogous to the giant Donlin Creek system.

Figure 2.3. Free gold grain (2mm) at ~241m in large quartz vein in hole MANSW_88_1, Mt Adrah.

Intrusion related gold deposits are gold-dominated mineral deposits that are generally related to intermediate to felsic magmatism, and typical deposit styles can include breccia-, sheeted quartz vein-, disseminated- and greisen-hosted deposits. Notable global examples include Fort Knox, (Alaska, USA, >3.5million ounces Au), Pogo (Alaska, USA, >5million ounces Au), Mount Leyshon (QLD, Australia, >3million ounces Au), Kidston (QLD, Australia, >3million ounces Au), Dublin Gulch (Yukon, Canada, >4.8million ounces Au), Donlin Creek (Alaska, USA, >25million ounces Au).

The Hobbs deposit has greatest affinity with the giant Donlin Creek Intrusion Related gold deposit, Alaska (USA), where the gold mineralisation is associated with pyrite or arsenical pyrite, or as free gold, with disseminated sulphides, sulphide veinlets and quartz veins throughout the strongly sericite-altered igneous and surrounding sedimentary host rocks.

At Donlin Creek, it has been noted that there is a strong correlation between gold mineralisation and the degree of local structural complexity (Szumigala et al, 1999). Similarly, the Hobbs deposit occurs at a local and regional scale zone of structural complication along the Gilmore Suture, where the main fault trend forms a number of dilation zones (jogs) (Figure 2.2) in the immediate vicinity of the deposit, and the fault breaks up in to a large zone of disturbance immediately south of the deposit.

This is a prime exploration target for further mineralised IRG deposits.

The Company views the Hobbs deposit as being potentially a low-operating-cost, bulk underground mining proposition, provided sufficient ore can be proved, whereas previous studies focused on open pit mining. The Company proposes to drill deep test holes in the Hobbs deposit, as well as carrying out deep-focused 3D-IP surveys followed by drilling to seek extensions and repetitions of the mineralisation.


2.3. bauLoora

2.3.1. Background

ELs 6414 and 7861 cover part of the Tumut Synclinorial Zone of the Lachlan Fold Belt, approximately 10km northwest of the town of Cootamundra, in south-eastern New South Wales. The area contains late Silurian to early Devonian dominantly acid volcanics and sediments.

2.3.2. Geology and Prospectivity

Several occurrences of gold and base metal mineralisation within the licence area have previously been explored, but only recently was it recognised that the mineralised localities represent exposures of different levels within a low-sulphidation epithermal gold and silver system, hosted within a large zone of hydrothermal alteration.

Notwithstanding detailed surface work and first-pass shallow drilling, this interpretation has remained virtually untested. In particular, a large quartz-adularia vein system at Mee Maa, which is interpreted as being within or close to the boiling zone of the low sulphidation epithermal system, has never been explored.

Similar systems elsewhere (for example the Cracow and Pajingo mines in Queensland) contain several million ounces of gold at high grades (6-12g/t). The challenge in exploring this type of system is to identify the boiling zone where gold and silver were deposited, and also to find the zones where open space caused by faulting has provided sites for high to bonanza grade gold and silver precipitation.

The vein system at Mee Maa extends on the surface for up to 2km. Gossan Hill Gold proposes to map and sample the exposed reef in detail, followed by drilling along the system to depths of 300m.

At the Panorama (“Breccia-Sinter”) Prospect to the south east of Mee Maa, extensive exploration work has been carried out, but only shallow percussion drilling (best intercept 2m at 2g/t gold). If the siliceous material at Panorama is the relic of a silica cap over a hydrothermal discharge zone, the Company considers that deeper drilling is warranted to test for possible feeder structures beneath the cap, analogous to those that host bonanza base and precious metals mineralisation in other epithermal systems.

2.4. The peeL fauLT prospeCTs

The Peel Fault (ELs 6648, 7725, 7726, 7862, 7863 and ELA 4421) is a major geological suture separating sedimentary rocks in the Tamworth Trough on the west from Ordovician and Cambrian deep ocean floor volcanics and sedimentary rocks to the east, including a suite of extensively serpentinised ultramafic rocks adjacent to the Fault.

The Prospect area is north of Tamworth in north eastern New South Wales, east of the townships of Manilla, Barraba and Bingara, and very well located with respect to infrastructure, including transport, power and water.

The land tenure in the tenements is predominantly freehold and used for pastoral purposes.

Carbine Tungsten Limited drilled three holes targeted by detailed geological mapping and 3D IP surveys at Magnesite Hill in EL 6648 in 2010. Gold was intersected in each hole (Table 2.1), associated with strongly altered quartz monzodiorite dykes that intrude the fault zone and adjacent altered sediments. Gossan Hill Gold regards the Peel Fault to be a classic setting for orogenic gold as is found in other greenstone belts, and the gold in the altered quartz monzonite dykes indicates potential as well for Intrusion Related Gold Deposits.

Drill hole From (m) To (m) Interval (m) Au g/tICK 001 76.3 78.45 2.15 1.85

117.4 172 54 0.45Including 140 148 8 1.27

ICK 002 113.4 119.4 6 0.67Including 119 121 2 1.19

137 151 14 1Including 139 141 2 3.69

ICK 003 113.6 117 3.4 1.2

Table 2.1. Summary of best gold intercepts, drill holes ICK001-003, Magnesite Hill, EL 6648.

2.5. Weabonga

2.5.1. Background

Weabonga (EL 6620) is about 45km ESE of Tamworth. It lies in steeply dissected country mainly used for grazing and forestry. The prospect contains historic quartz reef gold mines that mostly shut down by the end of the 19th Century and until recently received little exploration. Historical reports record that the Highland Mary mine at Weabonga shut down in 1916 in ore grading over 100g/t at a depth of 110m, having produced 171kg of gold from about 1700 tonnes of ore. Carbine Tungsten Limited’s recent sampling of mullock dumps at the Rainbow workings at Weabonga returned two bonanza grade gold results (50g/t and 32g/t gold). Nevertheless, the only significant exploration until Carbine Tungsten Limited (CNQ) acquired the licence in 2006 was an IP survey and a single diamond core hole drilled in 1967 at Weabonga.

2.5.2. Geology and prospectivity

The quartz reefs at Weabonga occur in fine-grained metasediments, including black shales, 50-150m east of a major fault contact with basement rocks to the west. Gossan Hill Gold has recognised a zone of sericite-sulphide-quartz alteration between the fault and the quartz reefs.


Detailed work in EL 6620 by Carbine Tungsten Limited included an air-borne magnetic and radiometric survey, a 3D-IP survey, soil and rock chip sampling and detailed geological mapping. Surface geochemistry indicates strong arsenic and gold anomalies in soil and rock chips, coincident with chargeability anomalies.

Structural mapping to follow up the geochemical and geophysical surveys will provide targets for drilling at the Highland Mary and Rainbow prospects. The Highland Mary target is within a Town Common reserve and requirement to negotiate Native Title may apply before drilling can commence, but the Rainbow targets are on private land where permits to enter have been negotiated.

2.6. proposed expLoraTion programmes

The Company plans to implement a cost effective exploration programme over a two-year time frame. A heavy emphasis will be placed on drilling and the first year of exploration will focus on drilling targets identified by previous exploration work, particularly to extend known gold mineralisation.

Geological, geochemical and geophysical work will also be scheduled to identify additional targets for exploration drilling in year two.

The indicative expenditure on the four prospects over two years (Table 2.3) will leave working capital at the end

of the two-year period of approximately $535,000 (not including any interest earned). The general administration of the Company is included in “Geology, logistics and administration”.

This includes budget estimates for Native Title, cultural heritage clearance, environmental and occupational health and safety compliance where applicable. If only the minimum subscription of $4,000,000 is raised the indicative budget for two years is summarised in Table 2.4.

2.6.1. Mt Adrah

Based on previous geochemical and airborne magnetic surveys the Company considers that the area is prospective for more mineralisation analogous to the Hobbs deposit. The extent of the Hobbs deposit itself will be tested by drilling to ~1,000 metres.

Drilling to search for lateral extensions or blind repetitions of Hobbs mineralisation will be targeted by proposed deep-searching 3D-IP surveys, especially where surface arsenic anomalies are known.

2.6.2. Bauloora

Detailed geological mapping is planned at Bauloora to map out the location and extent of epithermal veins, to be accompanied by drilling to depths of 300m. The results of this work will determine further drilling to be scheduled in year two.

Table 2.3. Indicative budgets for the Prospects, fully subscribed. (GGG = geology, geophysics, geochemistry, field operations, logistics, tenement maintenance and compliance)

Table 2.4 Indicative budget for the Prospects, minimum subscription.

Year 1 Year 2 Year 1 Year 2

Mt Adrah $,000 $,000 Mt Adrah $,000 $,000

Drilling $ 887 $ 700 Drilling $ 507 $ 200

GGG $ 750 $ 786 GGG $ 428 $ 357

Corporate $ 203 $ 251 Corporate $ 173 $ 69

TOTAL $ thousand $ 1,840 $ 1,737 TOTAL $ thousand $ 1,108 $ 625

Bauloora Bauloora


GGG $ 96 $ 118 GGG $ 93 $ 178


TOTAL $ thousand $ 237 $ 155 TOTAL $ thousand $ 240 $ 313

Peel Peel


GGG $ 697 $ 561 GGG $ 253 $ 178


TOTAL $ thousand $ 1,710 $ 1,307 TOTAL $ thousand $ 655 $ 313

Weabonga Weabonga


GGG $ 94 $ 112 GGG $ 67 $ 89



Total Budget $,000 $ 4,017 $ 3,448 Total Budget $,000 $ 2,176 $ 1,407

Working Capital end year 2, $,000 $ 535 Working Capital end year 2, $,000 $ 417


3. Corporate Governance

The Board of Directors of Gossan Hill Gold Ltd (the Company) is responsible for corporate governance and strives for high standards in this regard. The Board follows the principles and recommendations set forth in Corporate Governance Principles and Recommendations with 2010 Amendments, 2nd Edition (ASX Corporate Governance Council, 2010), except where, as noted in this Section, compliance would be unduly onerous because of the Company’s size.

The following paragraphs set out the Company’s position relative to each of the principles contained in the ASX Corporate Governance Council’s report.

prinCipLe 1: Lay soLid foundaTions for managemenT and oversighT

The Board of Gossan Hill Gold Ltd (the Company) is responsible for guiding and monitoring the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Board seeks to meet the legitimate expectations of shareholders and act in their best interest, while discharging its regulatory obligations and ethical responsibilities.

The responsibility for the operation and administration of the Company is delegated by the Board to the senior management team led by the Chief Executive Officer (CEO), for the time being the Executive Chairman.

The Board ensures that this team is appropriately qualified and experienced to discharge its responsibilities and has in place procedures to assess the performance of the senior management team. The Board provides support and advice to the CEO in his activities, especially in assistance with due diligence investigations for divestitures and acquisitions.

The Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board. The Board’s role includes the following:

• setting and reviewing the goals and strategies;• approving the annual strategic plan and major

operating plans as presented by the CEO;• approving budgets and monitoring the

progress on major capital expenditure, capital management, divestitures and acquisitions;

• reviewing and providing feedback on the performance of the CEO;

• appointing or removing the CEO;• reviewing the performance of the Board and

individual directors;• reviewing the half-year and full year financial

statements and reports and quarterly cash-flow statements; and

2.7. CompeTenT person sTaTemenT

The information in Section 2 of this Prospectus that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Dr Andrew White. Dr White is a Fellow of the Australian Institute of Geoscientists. Dr White has more than five years’ experience which is relevant to the styles of mineralisation and types of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Dr White is employed as Executive Chairman of the Company.

Dr White consents to the inclusion in this Prospectus of the matters based on his information in the form and context in which it appears.

Reference: Szumigala, D.,Dodd, S., Arribas, A., 1999. Geology and Gold Mineralization at the Donlin Creek Prospects, South West Alaska. In Short Notes on Alaska Geology. Callista Corp.

2.6.3. Peel Fault

Following on from the Magnesite Hill discovery, Gossan Hill Gold plans to carry out a programme of drilling, geophysics and geochemistry to explore for orogenic gold mineralisation and Intrusion Related Gold Deposits along the Peel Fault. The emphasis will be on early drilling of existing targets in EL 6648 together with a combination of high-resolution airborne magnetics and pathfinder element geochemical surveys to provide an ongoing flow of drilling targets in the other tenements held by the Company along the Peel Fault (ELs 7725, 7726, 7862 and 7863).

2.6.4. Weabonga

Drilling targeted by the previous 3D-IP survey, geological and geochemical surveying on the Rainbow, Sunlight and Highland Mary prospects is planned in year one, and year two exploration will depend on the results of this drilling.

Figure 2.4. Low-sulphidation quartz-adularia veining from Mee Maa prospect, Bauloora.


• determining policies and ensuring adequate procedures are in place to manage the identified risks.

The CEO is delegated responsibility for expenditure according to approved budgets, and if approved limits are likely to be exceeded, must present amended budgets to the Board for approval before those limits may be exceeded.

prinCipLe 2: sTruCTure The board To add vaLue

The Company should structure its Board with a balance of skills, experience and independence appropriate to the nature and extent of Company operations.

The Company at present has a Board of four Directors. Dr White (Executive Chairman) is an exploration geologist and company director by profession, Dr Pretorius (Non-executive Director) is a geochemist and company director; Mr Morgan (Non-executive Director) is an engineer and project manager and Mr Waring (Non-executive Director) is a professional Company Secretary, but each director has wider experience in the mining and finance sector.

When the Company’s activities expand beyond the exploration and assessment initially contemplated the Board will seek to recruit additional or replacement directors with appropriate skills and experience, to ensure that the Company has a Board that is structured to properly direct the Company’s activities. In the interim the Non-executive Directors may undertake consultancy work for the Company but only where this is appropriate.

The Board is conscious of the need for independence and ensures that where a conflict of interest may arise, the relevant Director(s) leave the meeting to ensure a full and frank discussion of the matter(s) under consideration by the rest of the Board.

Those Directors who have interests in specific transactions or potential transactions do not receive Board papers related to those transactions or potential transactions, do not participate in any part of a Directors’ meeting which considers those transactions or potential transactions, are not involved in the decision making process in respect of those transactions or potential transactions, and are asked not to discuss those transactions or potential transactions with other Directors. Each Director is required by the Company to declare on an annual basis the details of any financial or other relevant interests that they may have in the Company.

The Board has determined that none of its three Non-executive Directors are independent as defined under Recommendation 2.1. The Company is therefore at variance with Recommendation 2.1 in that a majority of Directors are not independent.

As noted above, Dr Pretorius and Mr Morgan (together with the Executive Chairman Dr White) are directors of Carbine Tungsten Limited (CNQ), which holds 16.5 million of the 22 million shares in Gossan Hill Gold

presently on issue, and Mr Rob Waring is Company Secretary of CNQ. They are therefore not considered by the Board to be independent directors as defined in Recommendation 2.1.

However, each individual member of the Board is satisfied that whilst the Company may not comply with Recommendation 2.1, all Directors bring an independent judgment to bear on Board decisions.

Contrary to Recommendation 2.2, the Company’s Chairman, Dr Andrew White, is not an independent Director as defined under Recommendation 2.1, and initially, as noted above, the roles of the Chairman and the Chief Executive Officer will not be separated as recommended by Recommendation 2.3.

The Board nevertheless considers its current structure to be an appropriate composition of the required skills and experience, given the experience of the individual directors and the size and development of the Company at the present time. Each Director of the Company has the right to seek independent professional advice at the expense of the Company. Prior approval of the Chairman is required, but this will not be unreasonably withheld.

The Board has established a Remuneration and Board Nomination Committee. In addition, the Board and senior management carry out a formal process of performance appraisal on an annual basis, whereby the performance and work relationships are evaluated against a set of parameters established by mutual agreement between parties at the start of the review year.

The Chairman will appraise the performance of the other Board members and likewise will be appraised by the other Board members annually on this basis.

The Board has established the following committees to assist in its role of overseeing the management of the Company:

1. Audit and Risk Management Committee;

2. Corporate Governance Committee; and

3. Remuneration and Board Nomination Committee.

At the present time no other committees will be established because of the size of the Company and the involvement of the Board in the operations of the Company. The Board takes ultimate responsibility for the operations of the Company including remuneration of Directors and executives and nominations to the Board.

Audit and Risk Management Committee

This committee is comprised of Mr Waring and Dr Pretorius, both Non-executive Directors being (subject to the matters referred to above) free from any relationships which might, in the opinion of the Board, be construed as a conflict of interest.


(Quarterly Reports) to ASX, in line with the ASX Listing Rules, and ending one day following the date of release of the Quarterly Reports.

However, Directors, employees and key consultants are prohibited from buying or selling the Company’s shares at any time if they are aware of price-sensitive information that has not been made public. In accordance with the provisions of the Corporations Act and the Listing Rules, the Company advises ASX of any transaction conducted by Directors in the securities of the Company.

Diversity

The Board has a policy of seeking gender balance and will act to achieve this policy as the opportunity to do so permits.

prinCipLe 4: safeguard inTegriTy in finanCiaL reporTing.

The Company periodically reviews its procedures to ensure compliance with the recommendations set out under this principle. Senior management will confirm that the financial reports represent a true and fair view and are in accordance with relevant accounting standards.

The CEO and the Company Secretary will state in writing to the Board that the Company’s financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and are in accordance with relevant accounting standards.

The Board has a policy of pro-active and timely presentation of the Company’s financial and non-financial position to the investment community using appropriate industry conferences, expositions, briefings and website information. The Company has a robust internal system of review of presentations and integrity of information contained in those presentations before they are made.

With respect to financial reporting, at this stage the Company’s financial statements are prepared by an external accountant who confirms to the Audit and Risk Management Committee in writing that the Company’s financial reports represent a true and fair view, in all material respects, of the Company’s financial condition and operational results, and are in accordance with relevant accounting standards.

The CEO reviews and approves the financial statements before they are submitted to the Audit and Risk Management Committee and also meets with and confirms this in writing to the Board.

The Company’s external accountant and auditors also comment on whether the financial reports are based on a sound system of risk management and internal control, and whether the system is operating efficiently and effectively.

As noted above, the Company has an Audit and Risk Management Committee which consists of two Non-

The Board will annually confirm the membership of the committee.

As noted above, neither of Mr Waring nor Dr Pretorius is considered as independent when applying the Council’s definition of independence.

The committee’s primary responsibilities are to:

• oversee the existence and maintenance of internal controls and accounting systems;

• oversee the management of risk within the Company;

• oversee the financial reporting process;• review the annual and half-year financial reports

and recommend them for approval by the Board of Directors;

• nominate external auditors;• review the performance of the external auditors

and existing audit arrangements; and• ensure compliance with laws, regulations and

other statutory or professional requirements, and the Company’s governance policies.

Corporate Governance Committee

This committee is comprised of Dr Pretorius and Mr Waring, both Non-executive Directors.

Remuneration and Board Nomination Committee

This committee is comprised of Drs White and Pretorius, Executive Chairman and Non-executive Director respectively.

prinCipLe 3: promoTe eThiCaL and responsibLe deCision-maKing

The Board’s policy is for the Directors and management to conduct themselves with the highest ethical standards, and all Directors and employees will be expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.

The Company has adopted a formal code of conduct to guide compliance with legal and other obligations. The Board of Directors will continue to review the situation to determine the most appropriate and effective operational procedures.

Securities trading and trading windows

The Company has a formal policy for dealing in the Company’s securities by Directors, employees and contractors. This sets out their obligations regarding disclosure of dealing in the Company’s securities.

Directors, employees and key consultants must consult with the Chairman of the Board before dealing in shares of the Company. Purchases or sales in the Company’s shares by Directors, employees and key consultants may not be carried out other than in the “window”, being the period in the month in which the Company is required to release its Quarterly Activities Report and Quarterly Cashflow Report


executive Directors: Mr Waring (Chairman), and Dr Pretorius. These Directors have applicable expertise and skills, and are suitably qualified for this Committee. The Audit and Risk Management Committee reports to the Board after each Committee meeting. In conjunction with the full Board, the Committee meets with and reviews the performance of the external auditors (including scope and quality of the audit).

prinCipLe 5: provide TimeLy and baLanCed disCLosure

The Board’s policy is for full and timely disclosure to the market of all material information of both financial and non-financial nature. The Company has adopted formal written policies regarding disclosure, and also uses strong internal systems of review underpinned by experienced individuals to ensure its disclosure policy is met. The Company maintains a register of matters considered for possible market disclosure.

prinCipLe 6: respeCT The righTs of sharehoLders

The Board strives to ensure that Shareholders are provided with sufficient information to assess the performance of the Company and its Directors and to make well-informed investment decisions. Information is communicated to Shareholders through:

• annual and half-yearly financial reports and quarterly reports;

• annual and other general meetings convened for Shareholder review and approval of Board proposals;

• continuous disclosure of material changes to ASX for open access to the public; and

• the Company maintains a website where all ASX announcements, notices and financial reports are published as soon as possible after release to ASX.

When analysts are briefed on aspects of the Company’s operations, the material used in the presentation is released to the ASX and posted on the Company’s website.

Written procedures have also been established for reviewing whether any price-sensitive information has been inadvertently disclosed, and if so, this information is also immediately released to the market.

Shareholders with internet access will be encouraged to provide their email addresses to receive electronic copies of information distributed by the Company.

Hard copies of information distributed by the Company will be available on request.

The Company has requested the external auditor to attend general meetings to be available for questions from shareholders and this has been supported by the Company’s audit partner at BDJ Partners.

prinCipLe 7: reCognise and manage risK

The Board has identified the significant areas of potential business and legal risk of the Company. The identification, monitoring and, where appropriate, the reduction of significant risk to the Company will be the responsibility of the Board.

The Board reviews and monitors the parameters under which such risks will be managed. Management accounts will be prepared and reviewed at subsequent Board meetings. Budgets are prepared and compared against actual results.

The Board (in conjunction with the Audit and Risk Management Committee) is responsible for identifying areas of significant business risk and ensuring policies and procedures are in place to adequately manage those risks. The Company is at present a small, exploration company. Since this business is very high risk, appropriate risk management strategies especially for exploration are constantly reviewed by the Board.

Risk assessment and management, not limited to exploration, is a major agenda item at each Board meeting and risk management arrangements are the responsibility of the Board of Directors and senior management collectively.

The Board also appreciates that if the Company’s exploration is successful and it proceeds to carry out assessment, development and production activities, the range of risks the Company will be exposed to will multiply, and the Board anticipates undertaking appropriate actions to ensure that its risk management practices and policies are adequate at all times.

The Company also operates in a sector where uncertainty is always present due to the risks attached to and not exclusive of exploration, fluctuations in market conditions, commodity prices and access to capital on acceptable terms. The Board takes responsibility for setting in place policies and actions that are intended to manage uncertainty as far as possible.

The Company has a written Workplace Health and Safety Policy with which all of the Company’s directors, staff, contractors and consultants must comply.

The Board liaises closely with the Company’s legal advisers to ensure that the Board and senior management are kept up to date with legislative and regulatory compliance issues that affect the Company’s activities and assets.

prinCipLe 8: remuneraTe fairLy and responsibLy

The Board meets as and when required, to review performance matters and remuneration including to consider recommendations of the Remuneration and Board Nomination Committee. There has been no formal


4. Risk FactorsAny investment in the Shares of the Company should be considered speculative and subject to many risks and uncertainties, some of which are peculiar to exploration and mining.

The Company’s Board has adopted strategies to mitigate the risks and uncertainties and as part of its Corporate Governance Policy maintains an ongoing review of risks impacting or potentially impacting on the Company’s operations and goals, but there is no assurance that the Company’s strategies or actions will be successful.

Many factors beyond the Company’s control, such as gold price, stock market fluctuations affecting access to new capital, sovereign risk, environmental risk, foreign exchange fluctuations, project financing difficulties, and geological aspects of any discovery affecting profitable exploitation, all potentially impact on the ability of the Company to profit from any discovery. Some of the more significant risks which may affect an investment in the Company are:

Key Risks

The Key Risks identified in the Investment Overview section of this Prospectus are as follows:

• Exploration;• Reliance on Key Personnel;• Resource Estimations; • Tenure and Access;• Non-Completion of Agreement for Sale

of Tenement and Share Sale and Purchase Agreement; and

• Funding.

Investors should note that detail relating to these risk factors appears in the Investment Overview Section of this Prospectus and has not been repeated in this Section.

4.1. mining indusTry risKs

4.1.1. Exploration and development risks

It is generally considered that exploration is the highest risk component in mining, but assessment, development and mining of any discovered mineral deposit are also very high risk activities. To mitigate the risks of exploration as best it can the Company has selected prospects based on rigourous analysis of geological evidence and previous exploration or mining history that has enhanced gold prospectivity. However, this does not exclude geological uncertainty from resulting in the planned exploration being unsuccessful. There is no assurance that exploration of the prospects currently held by the Company, or any other projects that may be acquired in the future, will result in the discovery of economically viable mineral deposits.

The Directors have analysed the risks common to exploration. Studies indicate that a high percentage of exploration success (nearly 100%) is achieved by only a small percentage (20%) of the total number of companies embarking on this business. Further, a key to discovery is that a number of prospects needs to be examined if a reasonable expectation of success is to be achieved. The Company’s Directors have selected brownfields exploration projects within which they consider that there is a sufficient number of prospects to provide an opportunity for success. Another aspect of success in exploration is that insufficient funding to properly test the number of prospects to be examined greatly increases the risk of failure. The Directors consider that the funds to be raised by this Offer is adequate for a thorough first-pass test of the prospects.

The cost of the proposed exploration programme described in the Independent Geologist’s Report in Section 5 of this Prospectus and Section 2 of this Prospectus is based on certain estimates and assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions.

Thus, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s planned operations.

4.1.2. Operational risks

The operations of the Company may be affected by various factors, including failure to discover or identify economic mineral deposits, failure to fund development of any discoveries, sovereign risk, especially risks attached to obtaining operating and environmental permits to exploit any discovery, operational and technical difficulties encountered in commissioning and operating plant and

performance evaluation of the Board during the past financial period, although its composition is reviewed at a Board meeting at least annually. The Directors work closely with management and have full access to all the Company’s files and records.

The Directors believe that the size of the Company makes individual salary and contractor negotiation more appropriate than formal remuneration policies. The Remuneration and Board Nomination Committee will seek independent external advice and market comparisons as necessary.

In accordance with Corporations Act requirements, the Company will disclose the fees or salaries paid to all Directors, plus the five highest paid officers. The Company has an Employee Performance Share Plan that was introduced in October 2011.


equipment, technical difficulties encountered in mining and processing, unanticipated metallurgical problems that may affect extraction of mineral product, mechanical failure or plant breakdown, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, fire, explosions and other incidents, and whether or not insurance can be obtained to insure against any or all of the risks that are beyond the control of the Company.

4.1.3. Access risks

Interests in exploration and mining tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licences or leases. Each licence or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if licence conditions are not or cannot be met or if insufficient funds are available to meet licence conditions. The Company’s Tenements are mostly in freehold land, but Crown Land reserves of various categories also exist in some Tenements and there may be areas over which legitimate common Native Title rights of Aboriginal Australians exist. If Native Title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner or Native Title claimants), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Access to the freehold land may be subject to agreements reached with any relevant landowner regarding restrictions of access whilst land is subject to cropping or animal husbandry practices. Adverse weather conditions may also restrict access to land for the purpose of carrying out activities such as drilling. Recent political debate over respective rights of farmers and mining/exploration has heightened the sovereign risk attached to the Company’s proposed activities.

4.1.4. Aboriginal Sites of Significance

Commonwealth and State legislation obliges the Company to protect sites of significance to Aboriginal custom and tradition. Further details of this legislation are set out in the Independent Tenement Report in Section 8 of this Prospectus. Some sites of significance may be identified within the Tenements. It is therefore possible that one or more sites of significance will exist in an area which the Company considers to be prospective. The Company’s policy is to carry out clearance surveys prior to conducting exploration which would cause a disturbance to the land surface.

4.1.5 Resource Estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice (refer

to the JORC Code for further information on resource estimation). Estimates that were valid when originally made may alter significantly when new information or techniques become available.

In addition, by their very nature, resource estimates are imprecise and depend on interpretations which may prove to be inaccurate, and whilst the Company will employ industry-standard techniques including compliance with the JORC Code to reduce the resource estimation risk, there is no assurance that this approach will ameliorate the risk. As further information becomes available through additional fieldwork and analysis, resource estimates are likely to change. This may result in alterations to development and mining plans which may in turn adversely affect the Company’s operations.

4.1.6 Valuation of Tenements

No valuation has been completed of the exploration projects or the Shares of the Company. The Company makes no representation in this Prospectus as to the value of the exploration assets. It is recommended that intending investors and their advisers make their own assessment as to the value of the exploration projects.

4.1.7 Exploration Licences

The renewal of tenements upon expiry of their current term and the granting of applications for exploration licences is subject to Ministerial approval. Non-approval or a delay in the approval process could have a negative impact on exploration conducted by the Company as well as the Share price of the Company.

4.2. CommodiTy priCe voLaTiLiTy, exChange raTe risKs and share marKeT CondiTions

The Company’s activities will be affected by commodity prices, and in particular while the Company pursues its focus on gold, by the gold price. The gold price is determined by daily trade on key international exchanges and movements and trends in the gold price are unpredictable and a factor beyond the Company’s control.

Furthermore, the gold price is denominated in United States dollars (as are most metal prices), exposing the Company’s activities and hence its share market valuation to fluctuations of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

The market price of the Shares and the value of the Company will be subject to fluctuations in line with the volatility of the share market in general. The prices for the Shares on ASX may rise or fall due to numerous factors such as general economic conditions or outlooks on economic conditions, interest rate fluctuations, inflation rates, changes in investor sentiment towards particular market sectors and the demand for and supply of capital and commodities.


4.3. environmenTaL risKs

The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment.

The Company’s activities are expected to have an impact on the environment particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including but not limited to compliance with all environmental laws and regulations.

4.4. generaL invesTmenT risKs

The Company’s possible future revenues and operations may be affected by a number of other factors which are beyond the control of the Company, including:

a. Introduction of new policies, imposts and/or legislation or amendments to existing policies, imposts or legislation by governments or the interpretation of laws and/or regulations in any of the legal jurisdictions that govern the Company’s operations or contractual obligations, could adversely affect the assets, operations and ultimately the financial performance of the Company and its Shares; and

b. Natural disasters or war.4.5. addiTionaL funding reQuiremenTs

The Directors expect that the proceeds of the Offer will provide sufficient working capital to enable the Company to achieve its initial business objectives. The Directors can, however give no assurance that such objectives will in fact be met without future borrowings or further capital raisings, and if such borrowings or capital raisings are required that they can be obtained on terms favourable to the Company.

4.6. speCuLaTive naTure of invesTmenT

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


5. Independent Geologist’s Report

0401 498 114

0

February 2012 -

www.gossanhillgold.com.au

www.timhopwood.com


February 2012

Low Sulphidation Epithermal Vein System

Low Sulphidation Epithermal Vein System


LisT of TabLes, gossan hiLL goLd independenT geoLogisT’s reporT, february 2012.

Table 1: Tenement Schedule Gossan Hill Gold Limited February 2012..Table 2: Hobbs Deposit –Significant Drill Results. Table 3: Hobbs Mineral Resources – 1.00g/t gold cut-off – September 2005.Table 4: Hobbs Mineral Resources – various gold cut-offs – September 2005.Table 5: Summary: Gold intersections in Drill Holes from Magnesite Hill, Figure 8Table 6: Indicative Exploration Budgets for the Projects.Table 7: Indicative budgets for the Prospects, Minimum Subscription ($4,000,000).

figure LisT for independenT geoLogisT’s reporT february 2012Figure 1: Prospect Locality Map, showing Peel Fault Group, Weabonga, Bauloora and Mt Adrah Prospects (Exploration Licences (ELs) and Exploration Licence Applications (ELAs) listed on Table 1).

Figure 2: Mt Adrah prospects, Hobbs deposit.

Figure 3: ELs 6414 and 7861 Showing Location of Bauloora Mine and Mee Maa Low Sulphidation Epithermal Vein System.

Figure 4: EL 6414 Bauloora, Mee Maa Area, Rock Chip Au, Ag, Sb, Robust Drill Holes and soil BLEG Values (Rangott Mineral Exploration Pty Ltd, 2011).

Figure 5: Epithermal Model, Mee Maa Low Sulphidation Epithermal Vein System.

Figure 6: Schematic geological map of New England showing location of Peel Fault.

Figure 7: Crow King EL 6648 including location of Magnesite Hill Prospect, Dodger Mine and Good Friday Prospect, Adam Scrub EL 7725, Bingara South EL 7726, Manilla EL 7862 and Bingara EL 7863, and ELA 4421.

Figure 8: Magnesite Hill Drill hole collars/Section layout IP - chargeabillity - 150m below surface, Magnesite Hill Mapped Geology, Crow King Exploration Licence.

Figure 9: Weabonga EL 6620 and ELA 4365 Regional Geology.

Figure 10: Weabonga EL 6620 Old Workings Locations in Swamp Oak Goldfield, including Highland Mary Mine and Rainbow Reefs.

Figure11: Highland Mary Gold Prospect Contours of Arsenic in Soil (pathfinder element for gold), 3D IP Chargeability Image, Weabonga EL 6620.

Figure 12: Rainbow Gold Prospect showing Arsenic in Soil Contour Image (pathfinder element for gold) 3D IP Chargeability Image (50m below topographic surface) 3D IP Resistivity Image (50m below topographic surface) Weabonga EL 6620.

Figure 13: Reverse fault-associated quartz-pyrite-filled extension vein system linked with gold concentration at Wattle Gully Mine, Vic (12,900kg gold at 10.5g/t) very similar to reverse fault associated pyrite-quartz filled extension veins in the Highland Mary Mine and Rainbow Prospect, Weabonga EL 6620, see Photo 12.

LisT of phoTos

Photo 1: 3-Head stamp battery, Dodger Mine, Crow King EL 6648, see Figure 3.

Photo 2: Altered monzonite, Hobbs deposit. Drill core MAD No 2 at 211.2m (see Figure 2); K-feldspar 40%, plagioclase 45%, quartz 10%, disseminated pyrite + arsenopyrite 5%; there is fine crackle breccia with vein density of 0.5 to 1cm.

Photo 3: Hobbs deposit: propylitic (dark) and phyllic-altered monzonite (light); crackle breccia with quartz-haematite fill; Drill hole MAD 2, 403.2m (Figure 2).

Photo 4: Hobbs deposit altered monzonite near Drill Hole GG1, Figure 2; a very fine criss-crossing micro-breccia array of fine fractures is visible, 1 to 2cm spaced; py 3%.

Photo 5: Low round hill in centre of Photo is the top of the Hobbs deposit in altered, gold-mineralised monzonite, and the location of Drill hole GG1 (Figure 2). The figure in the foreground is seated on hornfelsed andesites and complexly folded sediments; the north-eastern contact passes through the dam. The large eucalypts on the other side of the hill are on the northwest contact.

Photo 6: Net-Vein fractured host quartz-porphyry at Bauloora Pb-Zn-Ag-Au Mine, EL6414. Silicified volcanic host, quartz-eyes, crustiform veins.

Photo 7: Laminated quartz-adularia-haematite vein fill and laminated breccia clasts from the Mee Maa Low Sulphidation Epithermal Vein System EL 6414, Figures 3 and 4, Cootamundra, NSW.

Photo 8: Brecciated laminated quartz-adularia-haematite open vein fill, Mee Maa Low Sulphidation Epithermal Vein System, textures and structures are very similar to those at Cracow Queensland in a very similar geological setting.

Photo 9: Drill core ICK001 from Magnesite Hill EL 6648, see Figure 8, Table 5, showing listwanite containing green fuchsite (chrome mica) at 134.4m.

Photo 10: Drill core ICK002, 2m of 3.69g/t gold, see Table 5, in pyritic black shale intruded by monzonite, Magnesite Hill, EL 6648.

Photo 11: Drill core ICK001 at 167.5m monzonite: 60% plagioclase, 25% K-feldspar,biotite, 10% quartz, 5% pyrite, Magnesite Hill EL 6648, Figure 8.

Photo 12: Folded extension quartz-veins and thrust-fault from Highland Mary Gold Mine (100g/t average grade) compared with similar structures from Wattle Gully Victoria, see Figure 13.


Independent Geologist Report on Exploration Prospects and Tenements held by Gossan Hill Gold Limited, February 2012

by Tim Hopwood1.0 Company baCKground

Gossan Hill Gold Limited (Company or Gossan Hill Gold) was incorporated in November 2010 with the intention of identifying and acquiring gold exploration interests in NSW. The purpose of this offer is to raise funds to advance the exploration and potentially the development on the Company’s Prospects. Since incorporation the Company has acquired two prospects and entered into an Agreement for Sale of Tenement and a Share Sale and Purchase Agreement referred to in Sections 9.2 and 9.3 of this Prospectus (together the Agreements) to acquire two other promising prospects in south-central and north eastern New South Wales. The prospects are contained within Exploration Licences (ELs) and Exploration Licence Applications (ELAs), see Table 1 and Figure 1. As well, Gossan Hill Gold has been granted ELs 7843 (Gundagai), 7844 (Mt Adrah), 7861 (Bauloora), 7862 (Manilla) and 7863 (Bingara) and has lodged Exploration Licence Applications 4365 (Weabonga), and 4421 (Peel Fault) to consolidate its tenure of the prospective areas.

• Sources of data: This report has been compiled through search of data provided by Gossan Hill Gold, reports available from the NSW Department of Primary Industry files and Minview website, and as listed in the literature list, as the series with the prefix GS.

• All of the areas listed in Table 1, and illustrated in Figure 1, have been inspected on site by the author in the company of Dr Andrew White, Executive Chairman of Gossan Hill Gold. In addition the author visited the Bauloora, and Mee Maa Low Sulphidation Epithermal Vein System, accompanied by Dr White and Max Rangott of Rangott Mineral Exploration Services Pty Ltd.

# Tenement to be acquired by Gossan Hill Gold subject to arrangements

Table 1: Tenement Schedule Gossan Hill Gold Limited, February 2012Table 1: Tenement Schedule Gossan Hill Gold Limited, February 2012Table 1: Tenement Schedule Gossan Hill Gold Limited, February 2012Table 1: Tenement Schedule Gossan Hill Gold Limited, February 2012Table 1: Tenement Schedule Gossan Hill Gold Limited, February 2012Table 1: Tenement Schedule Gossan Hill Gold Limited, February 2012Table 1: Tenement Schedule Gossan Hill Gold Limited, February 2012

NAME NUMBER EXPIRY DATE STATUS LICENCE HOLDER AREA EXPENDITURE COMMITMENT

MT ADRAH

Mt Adrah # EL6372 01/02/2012 Renewal pending Tasman Goldfields NSW Pty Ltd # 12 units $40,000 pa on renewal

Mt Adrah Extended EL7844 20/09/2013 Granted Gossan Hill Gold Ltd 20 units $30,000 pa

Gundagai EL7843 20/09/2013 Granted Gossan Hill Gold Ltd 9 units $24,500 pa

BAULOORA

Bauloora # EL6414 16/05/2011 Renewal Pending Robust Operations Pty Ltd # 4 units $14,000 pa on renewal

Bauloora EL7861 10/11/2013 Granted Gossan Hill Gold Ltd 30 units $35,000 pa

PEEL PROJECT

Crow King EL6648 18/10/2012 Granted Gossan Hill Gold Ltd 19 units $39,000 pa

Bingara EL7863 10/11/2013 Granted Gossan Hill Gold Ltd 19 units $29,500 pa

Manilla EL7862 10/11/2013 Granted Gossan Hill Gold Ltd 41 units $40,500 pa

Adam Scrub EL7725 16/03/2013 Granted Gossan Hill Gold Ltd 32 units $36,000 pa

Bingara South EL7726 16/03/2013 Granted Gossan Hill Gold Ltd 47 units $43,500 pa

Bingara North ELA4421 Application pending Gossan Hill Gold Ltd 8 units $24,000 pa on grant

WEABONGA

Weabonga EL6620 29/08/2010 Renewal Pending Gossan Hill Gold Ltd 4 units $14,000 pa on renewal

Nundle ELA4365 Application pending Gossan Hill Gold Ltd 5 units $17,000 pa on grant


Figure 1: Prospect Locality Map, showing location of Peel Fault Group, Weabonga, Bauloora and Mt Adrah Prospects (Exploration Licences (ELs) and Exploration Licence Applications (ELAs) listed in Table 1).

2.0 LoCaLisaTion and ConCenTraTion of goLd deposiTs- generaL goLd expLoraTion guides

Firstly, it is important to briefly summarise some basic exploration guides to gold mineralisation as follows:

2.1 Basic rocks are associated with many major Archaean and Palaeozoic gold deposits:

a. Rhodesian Greenstone Belts, basalts and ultramafics (Fripp, 1976, Anhaeuser, 1976).b. Barberton South Africa, basalts and ultramafics (Anhaeuser, 1976).c. Canadian Archaean Greenstone Belts, Timmins, Kirkland Lake, Yellowknife basalts, andesites and ultramafics

(Dunbar et. al.,1948, Pyke, 1976, Ridler, 1970, Kerrich et. al., 1977).d. The Hemlo-Lac Minerals major gold producing area in Western Ontario Canada is associated with greenstone

belts.e. Kalgoorlie Goldfield and Yilgarn, basalts and ultramafics (Campbell, 1953, Woodall, 1965, 1975, Travis el al.,

1971.f. Carbonatization of serpentinised ultramafics is associated with quartz-carbonate-lode gold deposits in British

Columbia and in the Californian Mother Lode deposits (Ash and Arksey, 1989).


2.2 Pyrite-Gold Association

Mineragraphic studies have found that gold grains are commonly attached to pyrite, arsenopyrite or other sulphides. Works which give examples of this association are Schwartz (1944), Stillwell and Edwards (1941), Henley (1975), Feather and Koen (1975), and Nickel (1977). Many gold deposits in the Victorian Goldfields are associated with pyrite-rich black shales termed “indicator beds” (Singelton, 1965, Whiting and Bowen, 1976).

2.3 Alteration

The development of vein quartz (growth-bladed texture) or (fine granular) silicification is an extremely common associate of gold mineralization. Associated basic rocks and/or sediments are often also subjected to alteration by silica, carbonate, chlorite, ankerite, and/or fuchsite (chrome mica or mariposite). Works which describe such alteration are:

a. Kalgoorlie Western Australia (Nickel, 1977, Bartram and McCall, 1971).b. Timmins Ontario, Canada (Dunbar et.al., 1948, Abel, 1967).c. Yellowknife, Northwest Territories Canada (Boyle, 1961).

2.4 Structure

There is a very close relationship between gold mineralization and contemporaneous deformation. The requirement is for the development of open space. This is brought about by the formation of tension gashes, which are associated with the development of reverse faulting in thinly bedded sediments. It is thought that both the quartz and the gold become insoluble in the area of development of the tension gashes because of a local decrease in pressure. The presence of pyrite is also thought to cause the precipitation of both gold and quartz due to the induced change of Eh-pH conditions in pore fluids.

The style of quartz veining, rock-type associations and structure at Good Friday Prospect, Highland Mary, and Rainbow, in the Weabonga goldfield are considered to very similar to those observed at the Wattle Gully Gold Mine, in the Victorian Goldfields (Cox et. al., 1995, Hopwood, 1977). The total production from the gold-quartz vein systems at The Wattle Gully mine has exceeded 12,900kg of gold with grades averaging 10.5g/t (Potter, 1990). It is possible in the Highland Mary gold and Rainbow gold prospects, with careful structural mapping and judicious siting of drill holes, that similar high grade gold deposits could be found.

2.5 Mechanism of Fluid Transport of Gold in Host-Rocks

Experimental data demonstrates that chemical fluid transport of gold is by chloride complexes in aqueous solution (Helgeson and Garrels, 1968, Fyfe and Henley, 1973). The solubility of gold increases markedly from 300oC upwards to 500oC, where solutions can carry >1,000ppm gold. Below 300oC, gold is virtually insoluble. The movement of such a hydrothermal solution requires a heat source, such as a granitoid or monzonite intrusion, to cause circulation of the gold-bearing brines.

2.6 Mechanisms which induce the precipitation of gold in rocks:

a. Contact of the gold-bearing solution with sedimentary pyrite causes changes in Eh/pH. This releases iron in the form of localized haematite alteration.

b. Carbon may react with water in hydrothermal solution, producing CO2 or CH4, reducing gold solubility. This is suggested by the observations of CO2 and CH4 in fluid inclusions associated with gold (Rye and Rye, 1974) and associated carbonate alteration of host rocks.

c. The effect of reduction of pressure by deformation-induced creation of open space also reduces the solubility of quartz. The solubility of silica is also very dependent upon pressure and Eh/pH conditions (Berner, 1971). Works in the literature describing the association of the concentration of gold with developing structures are Dunn (1896), McInstry (1969), Ebbutt (1948), Thomas (1953), Coldham (1945), Campbell (1953), Finucane (1965), McAndrew (1965), Keppie (1976), Woodall (1965), Ransom and Knight (1975).

2.7 Intrusion-Related Gold Deposits:

Within the last fifteen years a new class of gold deposits has been recognised, the Intrusion Related Gold Deposits. In these, gold mineralisation is associated with bismuth, tungsten, arsenic, molybdenum, tellurium and antimony, and the deposits typically have low base metal content. Typically, intrusion-related gold systems may contain more than 3 million ounces of gold. The most common type of intrusion related gold deposit is hosted in altered igneous rocks ranging in composition from quartz diorite to granite (Lang et al., 2000), associated with ilmenite-series (low magnetic signature) plutons. The style of mineralisation has in the past led to some intrusion related gold deposits being described as ‘gold porphyry deposits’.


3.0 prospeCTs aCQuired by gossan hiLL goLd LimiTed

The prospects lie near to former gold-mining towns such as Bingara, Weabonga and Adelong in NSW, in districts of historical gold production between 1868 and 1916, Table 1, Figure 1, with depths of mining reported to 110m for Highland Mary for example. Past production is indicated by a series of old stampers such as the All Nations Stamper at Bingara, the 3-head stamper at the Dodger Mine, Photo 1, and the 19th Century gold plant at Adelong.

Photo 1: 3-head stamp battery, Dodger Mine, Crow King EL 6648, see Figure 3.

3.1 mT adrah inTrusion reLaTed goLd prospeCTs, eL 6372

Mt Adrah is located approximately 400km south west of Sydney along the Hume Highway, in Southern New South Wales. The prospects lie approximately 15km northwest of the former gold mining town of Adelong, NSW. They include the Hobbs deposit, where Getty Oil Development Company discovered gold mineralisation hosted within a multi-phase intrusion with a pre-JORC resource of reported 13 million tonnes @ 1.3g/t gold (Hobbs, 1980, Hobbs and Horsburgh, 1980). This deposit is open at depth below 315m and to the north east and south.

Access to the project area is by the Hume Highway and Snowy Mountains Highway. Access to the Mt Adrah prospects is by way of Wongadrah farm tracks. Land use is improved and unimproved agricultural, chiefly for grazing cattle and sheep.

3.1.1 Local Geology surrounding Mt Adrah, EL6372

Figure 2. Mt Adrah prospects, Hobbs deposit.


Hole No AMG East m AMG North m Dip (o) Azm (o) Depthm From m Intercept,m Gold

g/tDGG001 583330 6104407 -90 0 315 2 313 1.42

PGG002 583300 6104366 -90 0 131 2 129 1.54

PGG003 583394 6104411 -90 0 109 2 107 1.48

MARCD004 583433 6104418 -50.5 251 324.5 33 260 1.08

MARCD008 583237 6104478 -50 90 463.2 39 361.8 1.10

MMR006 583356 6104414 -60 79 102 0 99 1.25

MMR015 583272 6104455 -60 79 66 9 57 1.3

The Hobbs deposit is contained within a propylitically altered quartz monzo-diorite stock 180m X 100m x >300m. In surface outcrops (Figure 2 and Photos 4 and 5) the host is altered quartz monzonite comprising quartz 30%, sericite-silica altered feldspar 65%, fine disseminated pyrite 5%.

In drill core MARC 8, (DPI MAD 002, Figure 2) the propylitically altered monzonite is observed to comprise chlorite, albite, K-feldspar, and quartz with a homogenous distribution of pyrite, arsenopyrite (and presumably gold) shown in Photos 2 and 3. The location of the contact of the monzonite with metasediment or volcanic hornfels can be seen in Photo 5; notably there are criss-crossing veins containing quartz and haematite in the propylitic monzonite on the contact. The contact sediments are highly folded and hornfelsed laminated argillites, and dark green epidote-garnet altered hornfelsed basic volcanics.

In drill core, altered monzonite phases comprise K-feldspar 45%, plagioclase 40%, quartz 10%, criss-crossing quartz-haematite veins, open crackle breccia, disseminated pyrite and arsenopyrite 5%, vein density 0.5 to 1cm, illustrated in Photo 2.

In surface outcrops of the Hobbs deposit, sericite-albite altered quartz monzonite (Photo 4) a very fine criss-crossing micro-breccia array of fine fractures is visible, 1 to 2cm spaced with a net-work of fine quartz-filled veinlets 0.1mm to 0.2mm wide; disseminated pyrite is 3%.

In the prospect area north-westerly striking Ordovician metasediments and basic metavolcanics host the quartz monzonite stock (180m X 100m x >300m depth drilled so far). The metasediments and metavolcanics have been interpreted by Scheibner (1998) to be a fault sliver of the Nacka Nacka Metabasic Igneous Complex along the Gilmore Suture. He noted that the geochemistry of the Nacka Nacka Metabasic Igneous Complex indicates a volcanic arc affinity and similarity to the Molong Volcanic arc (Cypress Gold Corporation, 1988).

Several old workings occur in EL 6372, associated with the Nacka Nacka Metabasic Igneous Complex fault sliver. The Mt Adrah East monzonite stock lies 800m to the east of Hobbs deposit, and although similar to the Hobbs mineralised monzonite, is untested by deep drilling. Also, Lowenbrae and Bangadang workings lie approximately 4km southeast of the Hobbs deposit, while the Southern Cross and Comedy King groups of workings lie a further 2km south-east. Gold mineralisation at Southern Cross and Comedy King occurs in sulphide-bearing quartz veins hosted by highly deformed fine grained silicified siltstones and metavolcanics. The Hillas Creek and Diggers Creek gold workings are located 2km and 5km north-west of the Hobbs deposit respectively.

3.1.2 Hobbs Deposit

The Hobbs deposit, historically described as a gold porphyry deposit, is hosted within a pyrite-sericite altered felsic quartz monzonite that intrudes as a steep finger-like stock into hornfelsed argillites and basic volcanics (Figure 2, Photos 2-5). Drilling indicates pyrite and arsenopyrite are uniformly disseminated throughout the pervasively sericite-albite-quartz altered monzonite. Criss-crossing veins of quartz-haematite occur throughout (Photo 3). It was noted that allanite, a cerium-bearing epidote was present. Propylitically altered quartz monzonite was intersected by drilling. Mineralised intercepts are very wide, 200 to 300m, and in the 0.5 to 2.0g/t gold range, but higher grades appear to be rare (Table 2).

Table 2: Hobbs Gold Deposit – Significant Drill Results.


Photo 2: Altered monzonite, Hobbs deposit. Drill core MAD No 2 at 211.2m (see Figure 2); K-feldspar 40%, plagioclase 45%, quartz 10%, disseminated pyrite + arsenopyrite 5%; there is fine crackle breccia with vein density of 0.5 to 1cm.

Photo 3: Hobbs deposit: propylitic (dark) and phyllic-altered monzonite (light); crackle breccia with quartz-haematite fill; Drill hole MAD 2, 403.2m (Figure 2).


Photo 4: Hobbs deposit altered monzonite near Drill hole GG1, Figure 14; a very fine criss-crossing micro-breccia array of fine fractures is visible, 1 to 2cm spaced; Py 3%.

Photo 5: Low round hill in centre of Photo is the top of the Hobbs deposit in altered, gold-mineralised monzonite, and the location of Drill hole GG1 (Figure 2). The figure in the foreground is seated on hornfelsed andesites and complexly folded sediments; the north-eastern contact passes through the dam. The large eucalypts on the other side of the hill are on the northwest contact.


Table 3: Hobbs Mineral Resources – 1.00g/t gold cutoff – September 2005Cut-off INDICATED INFERRED TOTAL RESOURCE

Zone Au(g/t)

Tonnes(kt)

Au(g/t)

Tonnes(kt)

Au(g/t)

Tonnes(kt)

Au(g/t)

Au(koz)

Hobbs1.000 1,792 1.42 2,040 1.34 3,832 1.38 170

3.1.3 Hobbs Deposit Resource Estimate

The Hobbs deposit has been estimated by Hobbs and Horsburgh (1983) to contain 12.8 million tonnes mineralisation @ 1.32g/t gold including 3.5 million tonnes @ 1.54g/t gold. However subsequent JORC compliant estimates to a depth of 120m by R Rankin of SMG Consultants (2005) for Golden Cross Resources Limited at a 1.00g/t gold cut-off were:

Resources at other cut-offs included:

Table 4: Hobbs Mineral Resources – various gold cutoffs – September 2005Cut-off INDICATED INFERRED TOTAL RESOURCE

Zone Au(g/t)

Tonnes(kt)

Au(g/t)

Tonnes(kt)

Au(g/t)

Tonnes(kt)

Au(g/t)

Au(koz)

Hobbs 0.50 3,162 1.14 3,389 1.13 6,552 1.13 239

Hobbs 1.00 1,792 1.42 2,040 1.34 3,832 1.38 170

Hobbs 1.50 623 1.77 490 1.73 1,113 1.75 63

Hobbs 2.00 67 2.23 47 2.18 114 2.21 8

Hobbs 2.50 4 2.86 2 2.96 6 2.89 1

Hobbs 3.00 1 3.12 1 3.74 2 3.33 0

It should be noted that Rankin (2005) could only assign blocks for the purposes of JORC resource estimation to drill holes to 120m depth. The exploration opportunity exists and should be set as a priority to enlarge the potential for 1.7m ounces of gold. This requires a steeply inclined drill hole to ~900m, to determine potential depth extent of the Hobbs deposit before undertaking drilling to enlarge the gold resource estimation.

3.1.4 Mt Adrah East

There is a second quartz monzonite exposure also containing about 3% disseminated pyrite and arsenopyrite at Mt Adrah East, about 800m east of the Hobbs deposit.

Mt Adrah East Prospect consists of quartz monzonite, containing 3% sulphides, malachite, intruded into hornfelsed folded sediments (folding pre-contact), contact hornfelsed mafic sediments containing hornblende epidote, notably a trace of fuchsite, and garnet. This small quartz-monzonite stock is similar to that at the Hobbs deposit, but is as yet undrilled.

Furthermore there is a magnetic low with a magnetic rim similar to that at Hobbs, (Collins, 1998), about 1km north east of the Hobbs deposit, which should be further investigated.

3.2 bauLoora mine and The mee maa LoW-suLphidaTion epiThermaL vein sysTem

The Bauloora Mine and the Mee Maa low sulphidation epithermal vein system lie approximately 7km northwest of the town of Cootamundra, NSW, (Figures 3, 4).

3.2.1 Geological Setting and Mineralisation, ELs 6414 and 7861

ELs 6414 and 7861 cover part of the Tumut Synclinorial Zone of the Lachlan Fold Belt, which comprise late Silurian to early Devonian, dominantly sub aerially-deposited acid volcanics and sediments. These include the late Silurian Frampton Volcanics (Figure 3), rhyolite, rhyodacite, dacite, quartz-feldspar sandstones, siltstone and conglomerate, with rhyolite and rhyodacite dykes, and the Yeo Yeo Rhyodacite Member (rhyodacite, ash flow tuff, with rare sedimentary lenses). The Yeo Yeo Rhyodacite is locally distinctive in displaying prominent pink feldspar crystals, but petrographically it is similar to rhyodacites from within the main body of Frampton Volcanics (Rangott, 2010).


Figure 3: EL 6414 and EL 7861 Showing Location of Bauloora Mine and Mee Maa low sulphidation epithermal vein system.


Figure 4: EL 6414 Bauloora, Mee Maa Area, Rock Chip Au, Ag, Sb, Robust Drill Holes and soil BLEG Values (Rangott Mineral Exploration Pty Ltd, 2011) .


The Yeo Yeo Rhyodacite Member is overlain, possibly conformably, by the early Devonian Cowcumbala Rhyolite (rhyolite, rhyolitic agglomerate, porphyry, conglomerate and sandstone), more specifically in the licence area by the Deep Gully Creek Conglomerate Member (conglomerate and pebbly sandstone, grit and minor siltstone) of that formation. Mapping for Gold Mines of Australia Ltd., concluded that the Cowcumbala Rhyolite is essentially a large zone of epithermally altered volcanics (the Yeo Yeo Rhyodacite). The Siluro-Devonian sequence within the licence area is believed to be gently folded; a moderate westerly dip is seen in several road cuttings through the Deep Gully Creek Conglomerate Member, and the Cowcumbala Rhyolite dips at 25° to the east in the central part of the area. Within EL 6414 there is no evidence of a cleavage developed within these generally massive rocks. Several occurrences of gold and base metal mineralisation are known within ELs 6414 and 7861 and some of these have historically been subjected to detailed surface work and first-pass shallow drilling.

Figure 5: Epithermal Model, Mee Maa low sulphidation epithermal vein system.

Photo 6: Net-Vein fractured host quartz-porphyry at Bauloora Pb-Zn-Ag-Au Mine, EL 6414. Silicified and sericitised volcanic host, quartz-eyes, crustiform veins.


3.2.2 The Bauloora Mine

The Bauloora Mine (Figure 3), also known as Mount Felstead Mine and Kootra Mine, is a narrow but strike-extensive breccia vein within the flat-lying Frampton Volcanics. Trial base-metal (copper-lead-zinc) mining was carried out there during three intervals in the period 1900-1954. The latter two production periods were by the substantial companies Zinc Corporation Ltd. (1948-1950) and Lake George Mines Pty. Ltd. (1954). Recorded production was approximately 4,050 tonnes. An old long section of the mine workings shows local areas of significant widths of sphalerite mineralisation (“10 feet of pure ZnS; 15 feet wide ZnS”), and fourteen samples collected across the lowest drive in the mine by Lake George Mines gave average values of 1.6% copper, 8.2% lead, 15.6% zinc, 27.3 oz/ton (836g/t) silver and 3.5 dwt/ton (5.4g/t) gold.

Ore mineralogy includes galena, both black and pale sphalerite, chalcopyrite, tetrahedrite, chalcocite and gold. Ore specimens show characteristic low-sulphidation epithermal vein textures (breccias with quartz overgrowths, cockscomb and crustiform quartz veining, local amethystine quartz and some chalcedonic veining, see Photo 6). Calcium, iron and manganese carbonates are present, and broad zones of weak to intense sericite-dominated alteration have affected the country rocks.

3.2.3 The Bauloora East Prospect

The Bauloora East prospect comprises a number of old shafts excavated into the Deep Gully Creek Conglomerate Member (see Figure 3), where splashy veinlet and breccia-hosted calcite-galena-sphalerite-barite mineralisation, with silver and gold values and sericite alteration of the country rock, has been prospected. Four percussion/ diamond holes have been drilled at this prospect, which appears to be genetically related to the large hydrothermal alteration system to the west.

3.2.4 The Gravel Scrapes Prospect

The Gravel Scrapes prospect (Figure 3) is a large area of smectite/sericite alteration of the Yeo Yeo Rhyodacite, with widespread patchy epithermal quartz and calcite veining and disseminations giving sporadic gold and base metal values. Five shallow percussion holes gave a best intersection of 3m at 0.81g/t gold. This alteration system appears to be a partly-preserved hydrothermal alteration apron (in volcaniclastics) which developed laterally from upwelling centres, possibly over or adjacent to the Bauloora Mine breccia vein structure (as seen in the Waiotapu area of the present-day Taupo Rift Zone in New Zealand).

3.2.5 The Mee Maa low sulphidation epithermal vein system

At Mee Maa (Figure 4), gold and silver values have been obtained from silica-adularia veins in phyllically altered volcaniclastics. At the Panorama (“Breccia-Sinter”) Prospect (Figure 3), a number of large, brecciated chalcedony/quartz bodies outcrop boldly in paddocks near the eastern crown of the range of hills which broadly outline the large Bauloora zone of hydrothermal alteration. Extensive exploration work has been carried out here, but only shallow percussion drilling, (best intercept 2m at 2g/t gold). If the siliceous material is the relic of an almost flat-lying silica cap over a hydrothermal discharge zone, deeper drilling is warranted to test for possible feeder structures, which may host bonanza base and precious metals mineralisation.

At the Tara Prospect, strongly anomalous lead and zinc values have been obtained from an acid dyke. At the Milford Park Prospect, copper mineralisation occurs in small quartz veins, within a possible shear zone in the Frampton Volcanics. Both prospects warrant further surface investigation and compilation of prior exploration data.

3.2.6. Exploration History, Bauloora ELs 6414 and 7861

Since the late 1960s, modern exploration in the area now covered by ELs 6414 and 7861 has been carried out by North Broken Hill Ltd., Exploration Holdings Pty. Ltd., and Pacminex Pty. Ltd., the Electrolytic Zinc Company of Australasia Ltd., Asarco Australia Pty. Ltd., BHP Minerals Ltd., Teck Exploration Ltd., Seltrust Gold Pty. Ltd., Mineral Management and Securities Pty. Ltd., CSR Ltd., and The Shell Company of Australia Ltd., Freeport of Australia Inc., North Mining Ltd. and Gold Mines of Australia Ltd.

Much of the earlier exploration (inappropriately) targeted VMS-style base metal mineralisation, but after the discovery of the Gidginbung high-sulphidation epithermal gold-silver deposit 55km to the northwest in 1984, exploration targeted that style of mineralisation. However, little attention had been paid to the potential for high grade low-sulphidation epithermal vein deposits until Robust Resources took up the ground (Rangott, 2010).


3.2.7 Exploration by Robust Resources Pty Ltd

A detailed soil sampling programme was undertaken around the mine area by Robust Resources and reconnaissance sampling at Bauloora North, outlining the main structure under soil cover close to the old workings, and detecting a number of other small soil gold anomalies. In mid-2007, ten reverse-circulation percussion holes and two pre-collared core holes (for totals of 868 metres percussion and 264 metres of coring) were drilled in the mine area.

A number of those holes made narrow intersections of the main sulphide-bearing vein system, over approximately a 400 metre strike length. The best intersection was in hole RBB-01 (1.02m from 144.9m, at 1.45% Pb, 1.91% Zn, 21.1ppm Ag and 0.8ppm Au) and the highest-grade intersection was made in the same hole - 0.13m from 141.06m at 9.42% Pb, 2.99% Zn, 52.8ppm Ag and 17.4ppm Au. Hole RBB-08, drilled about 150 metres east of the main vein, intersected a previously unknown vein - 1.0m from 15m, at 5.1% Pb, 2.44% Zn, 22.9ppm Ag and 0.2ppm Au.

The drilling results supported data from previous exploration, which suggested that the sulphide mineralisation exploited in the old mine workings occurred as one or more short strike length, very steeply plunging rod-like shoots. The style of mineralisation intersected is consistent with the deeper parts of a low-sulphidation vein system.

During the fourth year of tenure, Robust carried out preliminary assessment of vein systems at Mee Maa (north of the Cootamundra-Temora road) and south along strike from the Bauloora Mine. Rock chip sampling of vein exposures, broad-spectrum analyses and some petrographic work was carried out in surface material (outcrop, sub-crop, mine debris and float) from those areas, see Figure 4.

At the Mee Maa Prospect, there are several strike-extensive vein systems (which may extend discontinuously over 1.5-2.2km of strike, but at least 900m continuously), which have been rock chip sampled at broad separations, but never tested by drilling (Figure 4).

In April, 2009, twelve adularia-quartz breccia samples were collected by Robust Resources Pty Ltd, and all gave anomalous gold values, ranging from 37ppb to 921ppb (0.92ppm). Silver values ranged up to 15.8ppm; lead was consistently anomalous up to 1,265ppm; zinc gave patchy anomalous values to 1,550ppm; arsenic ranged up to 37ppm and antimony was consistently anomalous with maximum of 35ppm. Molybdenum was only very weakly anomalous (maximum 3ppm). The materials sampled were veined and brecciated altered (sericitised/silicified) rhyodacitic tuffs, with quartz textures including banded, colloform, crustiform and occasionally vuggy, and some chalcedonic. Many exposures show abundant adularia, as bands of stubby crystals, as mossy fine bands and as coarser selvages to veins. In some samples, finely interbanded quartz-adularia is present. Very few sulphide minerals were seen, and gossan bands after sulphides are rare. Subsequent additional analyses carried out on the sample pulps gave up to 35ppm bismuth, and most significantly, 24ppm mercury, which is a well known gold indicator. The discontinuous vein exposures are supported by anomalous values (up to 20.9ppb Au) from broad composite BLEG soil samples collected by the Shell Company in 1988. However, the highest BLEG values occur in a pastured area where the exposure of veins is very poor. The geochemical, quartz textural and petrographic evidence indicates that the Mee Maa veins represent a zone stratigraphically higher than the precious metal zone of a low-sulphidation system. The scarcity of base metal sulphides (subdued levels of Cu, Pb, Zn), the abundance and crystal form of adularia in the veins, and the forms of silica vein material and textures, all indicate that the Mee Maa veins are from upper levels in the system (see Figure 5 for explanation).

The Mee Maa low sulphidation epithermal vein system is a zone of multiple parallel quartz-adularia breccia veins comprising breccia clasts of crustiform quartz and adularia, and laminated-quartz open vein fill, occasionally clasts of gossan and haematite, and extends over a distance of up to 2.2km long. Many exposures show abundant adularia, as bands of stubby crystals, as mossy fine bands and as coarser selvages to veins. In some samples, finely interbanded quartz-adularia is present, see Photos 7 and 8. The Mee Maa low sulphidation epithermal vein system is also highly anomalous in Hg, up to 24ppm Hg (a significant indicator of large gold deposits) and up to 35ppm Bi. The distribution and values of these geochemical results are presented in Figure 4.

The quartz-adularia breccia veins at Mee Maa and the overall geological observations in the Mee Maa low sulphidation epithermal vein system have many characteristics identical in appearance to those of the gold-bearing adularia-quartz-breccia veins at Cracow in Central Queensland (Newcrest Mining Limited, Chambers, 2011) and considering that such an extensive adularia-quartz-breccia vein system, with high gold, silver and mercury values, occurs in a geological setting which is so similar to that at Cracow, QLD, it is surprising that this zone has not yet been drilled.


Photo 7: Laminated quartz-adularia-haematite vein fill and laminated breccia clasts from the Mee Maa low sulphidation epithermal vein system, EL 6414, Figures 3 and 4, Cootamundra, NSW.

Photo 8: Brecciated laminated quartz-adularia-haematite open vein fill, Mee Maa low sulphidation epithermal vein system, textures and structures are very similar to those at Cracow Queensland in a very similar geological setting.


3.3 The peeL fauLT group of prospeCTs

The Peel Fault Group of prospects, Figures 1 and 6, Table 1, lie in an area north of Tamworth in Northeastern NSW, east of the towns of Manilla, Barraba and Bingara, and are very well located with respect to infrastructure, including transport, power and water. The land tenure in the tenements is predominantly freehold pastoral land. The Peel Fault prospects comprise Crow King EL 6648, Adam Scrub EL 7725, Bingara South EL 7726, Bingara EL 7863 and Manilla EL 7862 and ELA 4421. The Crow King EL 6648 contains Magnesite Hill prospect, see Figures 7 and 8.

The Peel Fault is a major crustal suture within a greenstone belt on the western margin of the New England province of New South Wales (Figure 6).

Figure 6 : Schematic geological map of New England showing location of Peel Fault.


Figure 7: Crow King EL 6648 including location of Magnesite Hill Prospect, Dodger Mine and Good Friday Prospect, Adam Scrub EL 7725, Bingara South EL 7726, Bingara EL 7863, Manilla EL 7862 and ELA 4421.

Photo 9: Drill core ICK001 from Magnesite Hill EL 6648, see Figure 8, Table 5, showing listwanite containing green fuchsite (chrome mica) at 134.4m.


Photo 10: Drill core ICK002, 2m of 3.69g/t gold, see Table 5, in pyritic black shale intruded by monzonite, Magnesite Hill EL 6648.

Photo 11: Drill core ICK001 at 167.5m monzonite: 60% plagioclase, 25% K-feldspar, 10% biotite, 10% quartz, 5% pyrite, Magnesite Hill EL 6648, Figure 8.


Figure 8: Magnesite Hill Drill hole collars/Section layout IP chargeabillity - 150m below surface, Magnesite Hill Mapped Geology, Crow King Exploration Licence EL 6648.

It is well established in geological literature that greenstone belts host some of the world’s largest known gold deposits, often close to major crustal fault-sutures within the belts (Hopwood, 1977). Where mafic and ultramafic igneous rocks occur along the crustal sutures it is also common to find gold mineralisation closely associated with carbonate alteration of these rocks. The carbonate altered rocks have a distinctive mineralogy, and the rock produced by the alteration is termed listwanite, associated with the California Mother Lode deposits, (Ash and Arksey, 1989). Gold mineralisation world-wide is also associated with an unusual characteristically bright green chromium-rich variety of muscovite called fuchsite or mariposite, which also occurs in the listwanite outcrops at Magnesite Hill, see Photo 9, from drill core in the Crow King EL 6648.

The other common feature of gold mineralisation in greenstone belts is the focus of gold deposition where fracturing of the host rock has created space for passage of mineralising fluids and deposition of gold and associated minerals, such as antimony, silver, arsenic and bismuth minerals. A further common gold associate is high level I-type granite or quartz monzonite intrusive bodies, Photos 10 and 11.

The Peel Fault on the western margin of the New England province of NSW (Figure 6) is part of a greenstone belt of Palaeozoic age. The fault separates mid Devonian mafic to intermediate volcanic-derived sedimentary rocks deposited in the Tamworth Trough on the west, from rocks that comprise the Woolomin Association consisting of Ordovician and Cambrian deep ocean floor pillow basalts, manganiferous cherts and black shales to the east. Within the fault zone there is a suite of extensively serpentinised ultramafic intrusive rocks.

3.3.1. Crow King EL6648 and Magnesite Hill Project.

Gold was first discovered near Barraba, 60 km from Tamworth in 1868, and at least 11.5 tonnes of gold was produced from small workings along the Peel Fault north of Tamworth up to about 1906, when mining essentially ceased. The deepest working near Magnesite Hill, where most of CNQ’s exploration has been focused, was reported to be 67m.

Exploration carried out along the Peel Fault during the period 1969 – 2010 consisted mostly of stream sediment geochemical surveying. This confirmed the existence of numerous gold-anomalous areas along the fault. Only a small number of drill holes were completed by explorers during this period. Various reports by previous explorers noted that quartz vein-hosted gold in association with listwanite, altered, brecciated and silicified rocks either side of the Peel Fault, and altered late intrusive monzonite dykes in the Peel Fault zone were perceived as the best exploration targets. A close geochemical association between arsenic and gold was evident in the historical exploration.


Most recently, CNQ carried out geological mapping and traverses, detailed soil geochemical surveys, 3D-IP surveys and drilled three cored holes at Magnesite Hill in EL 6648 (Figures 7 and 8). A large, strong IP chargeability anomaly was found coincident with soil gold, arsenic, and antimony geochemical anomalies. The drilling was aimed at testing the IP anomaly beneath the surface geochemical anomalies. Gold mineralisation was intersected in each hole, with the best intersect being 54m at 0.47g/t gold from 117m including 8m at 1.27g/t gold in hole ICK001 from 140m. Hole ICK002 intersected 14m at 1g/t gold from 137m including 2m at 3.69g/t gold from 139m (Table 5). Drilling confirmed that gold mineralisation is spatially closely related to listwanite alteration at Magnesite Hill. However the better gold grades occur mainly in silicified quartz-filled net-vein fractured hydraulic breccias in Devonian carbonaceous sediments containing fine pyrite, Photo 10, west of the fault, associated with altered late monzonitic intrusive stringers in the main fault gouge (Figure 11). It is noteworthy that the monzonite postdates fuchsite development, as evidenced by clasts of fuchsite in monzonite in drill hole ICK003 at 89.0m.

The possibility exists that there are multiple spurs of the Peel Fault; by definition the western boundary of the Peel Fault is with sediments and is carbonaceous gouge, and is not always serpentinite. The sediments are significant in that they contain disseminated pyrite, in which the gold is sited.

Drill hole From (m) To (m) Interval (m) Au g/t

ICK 001 76.3 78.45 2.15 1.85117.4 172 54 0.45

Including 140 148 8 1.27

ICK 002 113.4 119.4 6 0.67Including 119 121 2 1.19

137 151 14 1Including 139 141 2 3.69

ICK 003 113.6 117 3.4 1.2

3.4 Weabonga, eL 6620 and eLa 4365, inCLuding The highLand mary and rainboW prospeCTs

Weabonga (EL 6620, ELA 4365) is about 45 km ESE of Tamworth (Figure 6), and occupies a valley in steeply dissected country mainly used for grazing and forestry. The licence contains historic quartz reef gold mines that mostly shut down by the end of the 19th Century and until recently received little exploration. Historical reports record that the Highland Mary mine at Weabonga shut down in 1916 in ore grading 3 oz/t at a depth of 110m, having produced 171kg of gold from about 1700 tonnes of ore (an average grade of 100g/t gold). CNQ’s recent sampling of mullock dumps at the Rainbow workings at Weabonga returned two bonanza grade gold results (50g/t and 32g/t gold). Nevertheless, the only significant exploration until CNQ acquired the licence in 2006 was an IP survey and a single diamond core hole drilled in 1967 at Weabonga. The EL contains the Swamp Oak Goldfield comprising 30 mines and prospects that were worked between 1890 and 1900, with a total recorded production of 217kg of gold, see Figures 6 and 10 (Stonier, 1893).

Weabonga is located in the anticlinorial Woolomin-Texas block of the north-central part of the New England Fold Belt. North-south faults in the area are considered sympathetic to the Peel Fault which lies to the west of the EL. Permian and Early Triassic granites occur to the north.

As illustrated in Figure 9 the western and eastern parts of the Weabonga EL 6620 are underlain by Devonian to Ordovician metamorphosed sediments (Woolomin Beds) including slate, iron-manganese-rich phyllite, tuff, sandstone, conglomerate, chert and jasper. Interbeds of jasper dip 450 to the east. The Woolomin Beds contain numerous units of pyritic black shales and siltstones, which are subject to extensive fault-associated brecciation and associated quartz-veining indicative of high fluid flows. The sediments have a well developed northerly-striking cleavage from strong isoclinal folding. Just to the west of the village of Weabonga is an interpreted NNW-striking narrow unit of dolerite. The area has strongly contorted, crenulated and sheared hornfels, phyllite and quartz-jasper. To the east of the goldfield is another northerly striking intrusion which has been mapped as an I-type granite-porphyry (Figure 9).

The Highland Mary Mine was the largest producer on the field and closed in 1916 as a result of ground-water problems. At the mine gold is hosted by quartz veins in sub-vertical fractures that cross-cut and post-date the cleavage in the host sediments. High grades occurred in steeply dipping shoots up to 10 metre long and 100m deep. There is little wall rock alteration, only some minor pervasive silicification. There is an arsenic association with gold mineralisation.

Table 5. Summary Gold intersections in Drill holes from Magnesite Hill, Figure 8.


Figure 9: Weabonga EL6620 and ELA 4365, Regional Geology.


Figure 10: Weabonga EL 6620 and ELA 4365, Old Workings Locations in Swamp Oak Goldfield, including Highland Mary Mine and Rainbow Reefs.

Figure 11: Highland Mary Au Prospect Contours of Arsenic in Soil (pathfinder element for gold), 3D IP Chargeability Image, Weabonga EL 6620.


Figure 12: Rainbow Au Prospect showing Arsenic in Soil Contour Image (pathfinder element for gold) 3D IP Chargeability Image (50m below topographic surface) 3D IP Resistivity Image (50m below topographic surface) Weabonga EL 6620.

Figure 13: Reverse fault-associated quartz-pyrite-filled extension vein system linked with gold concentration at Wattle Gully Mine, Vic (12,900kg gold at 10.5g/t) very similar to reverse fault associated pyrite-quartz filled extension veins in the Highland Mary Mine and Rainbow Prospect, Weabonga EL 6620, see Photo 12.


Photo 12: Folded extension quartz-veins and thrust-fault from Highland Mary Gold Mine (100g/t average grade) compared with similar ore from Wattle Gully Victoria, see Figure 13.

It has been observed that reverse-fault-associated quartz-pyrite-filled extension vein systems linked with gold concentration at Wattle Gully Mine, Victoria, are very similar to reverse fault-associated pyrite-quartz filled extension veins in the Highland Mary Mine and Rainbow Prospect at Weabonga, see Photo 12 and Figure 13. Gold grades at Highland Mary Mine and Rainbow Prospect are likely to be comparable to those at the Wattle Gully Mine.

Exploration on Weabonga targets needs to focus on drilling a combination of (a) anomalous arsenic geochemistry targets, (b) IP targets, and (c) before siting drill holes, a thorough understanding of the local structure needs to be developed by detailed structural mapping, particularly in the recognition of structures which create open space such as tension-gash quartz veins, associated with reverse faults such as those developed at the Wattle Gully Gold Mine, Victorian Goldfields. Wattle Gully type targets are difficult to discover, however, the Wattle Gully mine has produced 12,900kg of gold with grades averaging 10.9g/t (Potter, 1990, and Cox et al., 1995), and so are considered desirable targets.

Weabonga lies on the western side of a greenstone belt. The greenstones consist of chlorite grade volcanic-derived metasediments locally with interbedded mafic pillow lavas. The greenstones locally are strongly foliated. Basement to the east and west consists of alternating quartz biotite schists, cherts and metavolcanics. The quartz reefs at Weabonga are 50-150m east of a major fault contact with the basement rocks to the west. A zone of sericite-

4.0 referenCesAbel, M.K.1967: Aunor Gold Mines Ltd in Abel, M.K.(Ed) C.I.M.M. Centennial Field Excursion Northwestern Quebec – Northern Ontario. Canadian Inst. Min. and Metall, Montreal, pp. 129-131.Anhaeuser, C.R. 1976: The nature and distribution of Archaean Gold Mineralisation in Southern Africa. Minerals, Sci. Eng. Vol.8, No 1, pp. 46-83.Ash, C.H. and Arksey, R.L. 1989: The Listwanite – Lode Gold Association in British Columbia. Geological Fieldwork. 1989, Paper 1990-1. HTML: http://www.llbc.leg.bc.ca/public/pubdocs/bcdocs/96990/1989/359-364-ash.pdfBaglin, G.R. March 1998: Annual Exploration Report for Exploration Licences 3772, 3773, 3775 and 4922, Mount Adrah, for Michelago Resources. GS1998_070 and GS1998_270Baglin, G.R. March 1998: Annual Exploration Report for the 12 month Period to 28 February 1997 for Exploration Licences 3772, 3773, 3775 and 4922, Mount Adrah, for Michelago Resources. GS1997_311 Barton, Alistair, H. 5th September 1997: EL 4999, The Peel Fault Project, New South Wales, Annual Report for the 12 months ended 24 August 1997.GS1998_026.Bartram, G.D. and McCall, G.J.H. 1971: Wall-rock alteration associated with auriferous lodes in the Golden Mile, Kalgoorlie, in Glover, J.E. (Ed) Symposium on Archaean Rocks, Geol. Soc. Aust. Spec. Pub. no. 3, pp.191-199.

sulphide-quartz alteration has been recognised between the fault and the quartz reefs. Imagery from a 3D-IP survey conducted in 2007 by CNQ is interpreted to indicate a system of mineralised faults in the goldfield, Figures 11 and 12, and surface geochemistry indicates strong arsenic and gold soil anomalies, Figure 12.


Benjamin, P.J.,March 1999: Final Report for EL 5181, Stockingbal, for Gold Mines of Australia (NSW) Pty Ltd.GS1999_261.Benjamin, P.J.,March 1999: Final Report for EL 5181, Stockingbal, for Gold Mines of Australia (NSW) Pty Ltd.GS1997_471.Berner, R.A.1971: Principles of Chemical Sedimentology. McGraw Hill.Boyle, R.W. 1961; the geology, geochemistry and origin of the gold deposits of the Yellowknife District. Geol. Surv. Canada, Mem. 310, 193 pp.Burrell, P.S., May 1995: North Limited ACN 005 223 689, Report No PK95/26S, Final Report on Exploration Licence 4103 (S1 55-11) GS1995_221.Buckman, S. & Ashley, P. (2010). Silica-carbonate (listwanites) related goldmineralisation associated with epithermal alteration ofserpentinite bodies. New England Orogen 2010 (pp. 94-105). Armidale, NSW, Australia: University of New England.Campbell, J.D. 1953: The Structure of the Kalgoorlie Goldfield in Edwards, A.B. (Ed) Geology of Australian Ore Deposits, vol 1, 5th Empire Min. & Metall. Congr. Aust. And New Zealand, pp.79-93.Chambers, Chris, March, 2011: Ore Discovery at Cracow, QLD, BEDG Presentation. Coldham, J.C., 1953. ‘Clunes Goldfield’. In Edwards, A.B., (ed.), Geology of Australian Ore Deposits, Vol. 1.. Fifth Empire Mining and Metallurgical Congress, Melbourne, Australasian Institute of Mining and Metallurgy, p. 1004.Collins, Steve, 1998: Gundagai, Tumblong, Mt Adrah Areas NSW, Interpretation of Helicopter borne Magnetic and radiometric Survey Data, a Report for Michelago Resources, N.L.25th March 1998,GS1998_270.Cooper, Ian S. February 1986: BP Minerals Australia for Demnor Pty Ltd/Range Resources Ltd/ BP Gold Australia Pty Ltd six Monthly Report (12th) for period ending 14th February 1986. GS1984_343.Cox, S.F., Sun, S.S-., Etheridge, M.A., Wall, V.J. and Potter, T.F., 1995; “Structural and Geochemical Controls on the Development of Turbidite-Hosted Gold Quartz Vein Deposits, Wattle Gully Mine, Central Victoria, Australia, Economic Geology Vol 90, 195, pp1722-1746.Cyprus Gold Corporation, 25th August 1988, Progress Report, GS1989_039.Duncan, Greg, August 1996: Probe Resouces NL, EL 4889, The Annual report for the twelve months ended 25th August 1996. GS1996_423.Dunbar, et al. 1948: Porcupine – Ramore area structural relations of the Porcupine ore Deposits, in Structural geology of Canadian Ore Deposits. C.I.M. pp. 442-579.Dunn, E.J.1896: Special reports on the Bendigo Goldfields. Nos. 1 and 2. Victorian Department of Mines. Ebbutt, F.1948: Relationships of minor structures to gold deposition in Canada, in Structural geology of Canadian ore deposits, C.I.M. pp. 64-77.English, P.W., and Associates, February 1987, Relinquishment Report EL 1980, for Tinga Holdings Pty Ltd, February 1987. GS1987_42.Feather, C.E. and Koen, G.M. 1975: The Mineralogy of the Witwatersrand Reefs. Minerals Sci. and Eng. Vol. 7, no. 3, pp 189-224.Finucane, K.J. 1965: Ore Distribution and Lode Structures in the Kalgoorlie Goldfield, in McAndrew, J. (Ed)Geology of Australian Ore Deposits, vol. 1, 2nd Ed. 8th Common. Min. and Metall. Congr. pp. 80-86.Fripp, R.E.P. 1976: Stratabound gold deposits in Archaean banded iron formation, Rhodesia. Econ. Geol. Vol.71, pp.58-75.Fyfe, W.S. and Henley, R.W. 1973: Some thoughts on chemical transport processes with particular reference to gold. Miner. Sci. Eng. vol. 5, no. 4. pp. 95-303.Gibbs, D.R. May 1989: Billiton Australia, The metals division of Shell Australia Limited, Sixth Exploration Progress Report Exploration Licence 2607 Bauloora, near Cootamundra, NSW, for the six months ended 18th May 1989. GS1986_300.Gouge, July 1983: ELs 1991 and 1992. Progress report for the period ending July 1993.GS 1983_417.Haydon, D.J. and Apthorpe, K.A.: 7th February 1984: Six-Monthly Report for Exploration Licence 1980, Bingara N.S.W.for Freeport Australia, Inc.(Peel Fault), GS1983_308.Helgeson, H.C. and Garrels, R.M. 1968: Hydrothermal transport and deposition of gold. Econ Geol. vol. 63, pp. 622-635.

Henley, K.J. 1975: Gold ore mineralogy and its relation to metallurgical treatment. Minerals Sci.. Eng. Vol. 7, no 4.Hobbs, R., August 1980: Six Monthly Report on ELs 1307 and 1308, Gundagai, NSW. 14th February to 14th August 1980. GS1980_297.Hobbs, R.,and Horseburgh, J, November 1983: Six-Monthly Report for Exploration Licence1307 and 1308, Gundagai N.S.W for Getty Oil Development Company Limited for period ending 14th August 1983 (Mount Adrah). GS1983_405.Holcroft, E., Buckman, S., Neuss, I., 2010: A petrological, mineralogical and geochemical analysis of listwaenite alteration at Spring Creek Bingara in the Great Serpentine Belt, New England, NSW, in New England Orogen , November 2010.Hopwood,T.P., 1977:”Geological Environments of Ore Deposits” Australian Mineral Foundation, Adelaide, November 1977, 207pp.Keppie, J.D. 1976: Structural model for Saddle Reef and associated gold veins in the Meguma Group, Nova Scotia. C.I.M. Bull. Vol. 69, no. 774, pp. 103-116.Kerrich, V., Fyfe, W.S. and Allison, I. 1977: Iron reduction around gold-quartz veins, Yellowknife District, Northwest Territories, Canada. Econ. Geol. Vol.72, pp. 657- 663. Lang, J.R., Baker, T., Hart, C.J.R., Mortensen, J.K., 2000. An Exploration Model for Intrustion-Related Gold Systems. SEG Newsletter, No.40.Marshall, N.J., June 1991: Exploration Licence 1307, Mount Adrah, Final and Relinquishment Report, for Range Resources Limited. GS1991_290.McAndrew, J. 1965: Gold deposits of Victoria in McAndrew, J. (Ed) Geology of Australian Ore Deposits, vol. 1, 8th Common. Min. and Metall. Congr. pp. 450-456. McInstry, H.E. 1969: Bendigo and Ballarat, Victoria pp160-163 in Newhouse, Ore Deposits as related to structural features, (Facsimile of 1942 Edn). Hafner, N.Y. 279 p.Meade, R.A., April 1995: North Limited ACN 005 223 689, Report No PK95/21S, Third Annual Report on Exploration Licence 4103 29/10/93 to 28/10/94 GS1995_158. Meade, R.A., February 1994: Geopeko ACN 000 081 434, Report No PK94/33S, First and second Annual Report on Exploration Licence 4103 29/10/91 to 28/10/93 GS1994_040.New England Orogen 2010 : proceedings of a conference held at the University of New England, Armidale, New South Wales, Australia, November 2010 edited by Solomon Buckman and Phillip L. Blevin.Nickel, E.H.1977: Mineralogy of the “Green Leader” gold ore at Kalgoorlie, Western Australia. Aust. Inst. Min. Metall. Proc. No. 263, pp 9-14.O’Connor, D., March 1987: Range Resources Limited, Six monthly Report (14th) for the period ending 25/2/87 Covering EL Licences 2542, 1307 Extended (PLAs 95-105) GS1987_045.Potter, T.F.,1990: Wattle Gully gold deposits: The Australasian Institute of Mining and Metallurgy Monograph 14, p1281- 1285.Prowse, C.K. September 1987:Exploration Licence 1980/PLA 209-215, Bingara New South Wales, Report for the half year ending August. 1987 , For Tinga Holdings Pty Ltd. GS 1987_228.Pyke, D.R. 1976: On the Relationship between Gold Mineralization and Utramafic Volcanic Rocks in the Timmins Area, northeastern Ontario. C.I.M. Bull. vol. 69, no 773, pp. 79-87.Rankin, Robin, 2005: SMG Consultants Competent Person Report for Gold Cross Resources Limited Prospectus, 2005 Rangott, Max, January 2010: Report by Rangott Mineral Exploration Pty Ltd on Bauloora EL 6414 for Robust ResourcesRansom, D.M. and Knight, J.A. 1975: Golden Plateau gold Lodes in Knight, C.L. (Ed) Economic Geology of Australia and Papua New Guinea, Metals. Aust. Inst. Min. and Metall. Mono 5, pp 773-778.Ridler, R.H. 1970: Relationship of Mineralisation to volcanic stratigraphy in the Kirkland Larder Lake area, Ontario. Proc. Geol. Assoc. Can. Vol. 21, vol. 21, pp.33-42.Rye, D.M. and Rye, R.O. 1974: Homestake Gold Mine South Dakota, Stable Isotope Studies. Econ. Geol. Vol. 69, p.295.Scheibner, E., Basden, H. 1998, Geology of New South Wales - Synthesis. Volume 2 Geological Evolution., Geological Survey of New South Wales, Memoir Geology 13(2), 666p.


Schwartz, G.M. 1944: The host minerals of native gold. Econ Geol. Vol. 39, pp.371-411Schwebel, P., August 1997. First Annual Report for the period 2 January 1997 to 15th August 1997 on EL 5181, Stockingbal, for Gold Mines of Australia NSW) Pty Ltd. GS1997_471.Silversmith, P. and Hee, R.F., March 1989:Progress Report, Six months to 25th February, 1989 on Exploration Licences 2542, 1307 Extended (PLAs 95-105) Mount Adrah, New South Wales. Report 655 for Cyprus Gold Australia GS1989_207.Silversmith, P. and Hee, R.F., August1988:Progress Report, Six months to 25th August, 1988 on Exploration Licences 2542, 1307 Extended (PLAs 95-105) Mount Adrah, New South Wales. Report 655 for Cyprus Gold Australia GS1989_039.Singelton, O.P. 1965: Geology and Mineralization of Victoria in McAndrew, J. (Ed) Geology of Australian Ore Deposits, vol. 1, 8th Common. Min. and Metall. Congr. Pp. 440-463. Stillwell, F.L. and Edwards, A.B. 1941: Coated Gold from Cobar, N.S.W. Proc. AIMM no. 121, pp. 1-10.

Table 6. Indicative budgets for the Prospects, full subscription.

5.0 expLoraTion budgeT

This indicative expenditure will leave working capital at the end of the two-year period of approximately $347,000 (after Costs of Offer). The general administration of the Company is included in Logistics and Administration. This includes budget estimates for Native Title, cultural heritage clearance, environmental and occupational health and safety compliance where applicable.

Table 7. Indicative budgets for the Prospects, Minimum Subscription ($4,000,000).

The Minimum Budget (Table 7), is in my opinion truly a Minimum Budget, but will allow Gossan Hill Gold Limited to advance its projects, Mount Adrah, Bauloora, Peel Fault and Weabonga to proceed to its desired goal.

Year 1 Year 2 Year 1 Year 2

Mt Adrah $,000 $,000 Mt Adrah $,000 $,000


GGG $ 750 $ 786 GGG $ 428 $ 357


TOTAL $ thousand $ 1,840 $ 1,737 TOTAL $ thousand $ 1,108 $ 625

Bauloora Bauloora


GGG $ 96 $ 118 GGG $ 93 $ 178



Peel Peel


GGG $ 697 $ 561 GGG $ 253 $ 178


TOTAL $ thousand $ 1,710 $ 1,307 TOTAL $ thousand $ 655 $ 313

Weabonga Weabonga


GGG $ 94 $ 112 GGG $ 67 $ 89



Total Budget $,000 $ 4,017 $ 3,448 Total Budget $,000 $ 2,176 $ 1,407

Working Capital end year 2, $,000 $ 535 Working Capital end year 2, $,000 $ 417

Stonier, G.A.1983 Geological Notes on the Swamp Oak and Niangala Gold-Fields. Records of the Geological Survey NSW, Vol III, Part 2 pp 60 to 67 (note inconsistent page nos 127-137).Thomas, D.E. 1953: Formation of Bendigo Quartz Reefs in Edwards, A.B. (Ed) Geology of Australian Ore Deposits, vol 1, 5th Empire Min. & Metall. Congr. Aust. And New Zealand, pp.1028-1033.Travis, G.A., Woodall, R, and Bartram, G.D., 1971: The Geology of the Kalgoorlie Gold Field, in Geol. Soc. Aust. Special Pub. No. 3, Glover, J.E. (Ed) pp. 175- 190.Whiting, R.G.., and Bowen, K J.,1976: Gold. in Douglas, J.G. and Ferguson, J.A., Geology of Victoria. Geol. Soc. Aust . Spec. Pub. no. 5, p. 434.Woodall, R.W. 1965: Structure of the Kalgoorlie Goldfield in McAndrew, J. (Ed) Geology of Australian Ore Deposits, vol.1, 2nd Ed 8th Commonwealth Min. & Metall. Congress, pp 71-79.Woodall, R.W.1975: Gold in the Precambrian Shield of Western Australia in Knight, C.L. (Ed) Economic Geology of Australia and Papua New Guinea, vol. 1 Metals. Aust. Inst. Min. and Metall. Mono 5, pp 175-184.


6.0 ConCLusions and reCommendaTions

The best chances of drilling success in the above target areas are believed to be in order of priority as follows:

1. A >900m diamond drill hole into the Hobbs deposit will provide an opportunity to increase the tonnage. This drill hole requires continuous logging whilst being drilled to confirm that it stays in the same alteration and gold grade at depth. Increased tonnage at the Hobbs deposit may enable a block caving operation which will reduce mining costs and reduce environmental impacts.

2. The Mee Maa low sulphidation epithermal vein system, Figure 4, requires (a) detailed ground mapping at 1 to 500 scale to identify vein margins to guide siting of drill holes. (b) A minimum of six diamond drill holes, each of 300m to target the quartz-adularia breccia veins at depth. Keeping in mind that the Cracow (QLD) quartz-adularia breccia veins have high grade and low grade sections of the veins it is necessary to identify quartz-adularia vein breccia textures, especially adularia-rimmed breccia clasts to assay for gold and silver and mercury.

3. Results for the Magnesite Hill Project within Crow King EL 6648, Table 5, need follow-up. The project area needs to be mapped at 1 to 500 scale to identify any black shale units and cross faults. Proximity to quartz monzonite bodies needs to be noted. The mapping will form the basis for future drill targets.

4. Exploration on the Highland Mary and Rainbow targets in Weabonga EL 6620 needs to focus on drilling a combination of (a) anomalous arsenic geochemistry targets, (b) IP targets, and (c) before siting drill holes, a thorough understanding of the local structure needs to be developed, by detailed structural mapping, particularly in the recognition of structures which create open space such as tension-gash quartz veins, associated with reverse faults such as those developed at the Wattle Gully Gold Mine, Victorian Goldfields. With this careful structural mapping to identify the controlling reverse faults, the Highland Mary and Rainbow prospects will be drill-ready.

The budget outlined in Table 6. is adequate to cover the work required.


6. Glossary of termsgLossary of TeChniCaL Terms, abbreviaTions and uniTs of measure

Term/Abbreviation Description

3D IP: An induced polarisation survey that depicts conductivity and resistivity of rocks in the subsurface in three dimensions.Acid volcanics: Volcanic rocks with high silica content (>60% silica).Adularia: A member of the alkali feldspar mineral group formed at low temperature - a common mineral formed by hydrothermal processes.Aeromagnetic: Airborne magnetic survey data – see magnetic surveyAg: The chemical symbol for silverAgglomerate: A volcanic breccia, largely or entirely composed of rounded to sub- angular volcanic fragments.Albite: The pure sodium aluminium silicate end member of the plagioclase feldspar mineral series.Alkali: In geological context, minerals/rocks with high sodium and/or potassium content.Allanite: A hydrous silicate of aluminium, iron, calcium, with minor amounts of cerium, dysprosium and lanthanum, a form of the common hydrothermal alteration mineral epidote. Alteration: Change in the mineralogical and chemical composition of a rock, generally produced by hydrothermal fluids or by weathering.Andesite/andesitic: A dark coloured, fine-grained, usually extrusive rock of intermediate Composition - the fine grained equivalent to gabbro.Ankerite: A feroan (iron-containing) form of dolomite, commonly formed by hydrothermal alteration processes at relatively low temperatures.Anomaly(ies)/anomalous: Value higher or lower than the expected norm.Aplite: Fine grained intrusive rock of granitic composition.Archaean: The period of geological time from the formation of the Earth to 2,500 million years before present.Argillaceous/argillite: Said of a rock composed partly or wholly of clay particles.Argillic: A type of alteration where certain minerals are converted to clays.Arsenopyrite: A sulphide mineral of iron and arsenic (FeAsS).As: The chemical symbol for the metal arsenic.Ash flow tuff: A volcanic rock formed from explosive eruption and subsequent compaction of silica-rick molten rock that mixes with air as it is erupted to form a gas-lubricated dense volcanic flow. Au: The chemical symbol for goldAuriferous: Gold bearing.

Barite: Barium sulphate, an ore of barium.Basal: Said of layers at the base of a geological sequence.Basalt/basaltic: A fine grained dark coloured extrusive volcanic rock with a low silica content.Base metal: Generally a non-ferrous metal so named because under ancient English law any precious metal (the noble metals, gold and silver) belonged to the Crown, and the other metals especially copper, lead, and zinc belonged to the common (or base) people.Basic: A descriptive term applied to igneous rocks having a relatively low silica content, roughly 45% to 50%.Basin: A low area in the earth’s crust, of tectonic origin, (sedimentary) in which sediments have accumulated.Biotite: A common rock forming silicate mineral of the mica group, containing varying proportions of potassium, iron magnesium and aluminium.Breccia/brecciated: A rock consisting of coarse angular broken rock fragments held together by a fine-grained matrix, distinct from conglomerate.BLEG Bulk leach extractable gold, refers to bulk samples (usually at least 2 kilograms in weight) collected for subsequent laboratory analysis where the gold is initially extracted by leaching the sample in a weak cyanide solution; a sampling technique used to cost effectively analyse for very small quantities of gold.

Calcareous Calcium bearing, usually referring to sediments.Cambrian: The geological time period from 545 to 490 million years ago.Carbonaceous: Carbon bearing, usually referring to a sediment.Carbonate mineral: Any mineral in which a metal cation is bonded to the carbonate anion, CO3.Carbonate: A mineral formed by the combination of the complex ion (CO3)2, normally with calcium (calcite (CaCO3)) or calcium and magnesium (dolomite, CaMgCO3 ) Carbonatisation: Replacement of minerals by calcium dominated minerals by introduction of carbon dioxide in water, driven by metamorphic/igneous

replacement processes.Carboniferous: A geological time period ranging from 354 and 298 million years agoCH4: Methane, the simplest hydrocarbon compound.Chalcedonic/chalcedony: a cryptocrystalline form of quartz. Chalcocite: A sulphide mineral of copper (Cu2S)Chalcopyrite: A sulphide mineral of iron and copper (CuFeS2)Chargeability: The extent to which electrically conducting minerals in rock can be induced to accumulate a charge of electricity when an electrical current is passed through the rock (the Induced Polarisation method) and a function of the mineral species and their distribution within the rock. Sulphide minerals are the most common minerals associated with chargeability responses.Chert: A hard, dense microcrystalline or cryptocrystalline siliceous rock.Chloride: Any solution with the chlorine cation Cl¯ as a major component.Chlorite: A group of platy mica minerals which are usually green in colour often occurring as alteration products of ferromagnesian mineralscm: centimetre.CO2: Carbon dioxide.Conformable (conformably): Said of geological layers one on top of another without evidence of time or structural hiatus between the layers. Conglomerate: A sedimentary rock formed by the cementing together of rounded, water-worn pebbles, distinct from brecciaCrustiform: Said of a vein in which the mineral filling has deposited in layers on the wall rock.Cryptocrystalline: A rock texture where the crystals are too small to recognise under an ordinary microscopeCu: The chemical symbol for copper

Dacite/dacitic: Volcanic rock (or lava) that characteristically is light in colour and contains 62% to 69% silica and moderate a mounts of sodium and potassium.Devonian: The geological time period between 410 and 354 million years ago. Diorite: A coarse grained igneous rock of intermediate composition between acidic and basic (i.e. between granite and gabbro).Dip (dipping): The angle that a stratum or planar feature such as a fault makes with the horizontal, measured perpendicular to the strike and in the vertical planeDisseminated: Said of mineral grains scattered through a rock. Dolerite: A medium grained plutonic rock with the composition of basalt.Dolomite: Calcium magnesium carbonate.Dyke: A tabular igneous intrusion cutting across the bedding or other planar structures.

EL: Exploration LicenceELA: Exploration Licence Application.Epithermal deposit: A deposit formed shallow depths (0-1,000m) and low temperatures (<5000C) and pressures, within fissures or other openings in rocks, by deposition from ascending magmatic or hydrothermal solutions.Extrusive: Said of an igneous rock that has been erupted onto the earth’s surface - a volcanic rock.

Fe: The chemical symbol for ironFeldspar: One of the seven groups of common rock forming minerals, a silicate mineral containing varying amounts of aluminium, sodium, potassium and other elements.Feldspar porphyry: An intrusive or extrusive rock, which contains phenocrysts of feldspar in a fine grained or glassy matrixFeldspathic: Said of a rock containing feldspar as a predominant mineral.Felsic: Applied to an igneous rock containing an abundance of light coloured minerals such as quartz and feldspar.Ferruginous: Said of a rock containing and/or coloured by iron.Float: Refers to pieces of rock lying detached from, or resting upon, the earth’s surface.Formation: A body of rock strata that consists dominantly of a certain lithologic type or combination of types.Fuchsite: (synonym Mariposite) a chromian muscovite mica mineral with a characteristically apple green colour.

g: gramg/t: gram/tonneGabbro: A coarse grained intrusive igneous rock with the approximate composition of basalt.Galena: Lead sulphide mineral (PbS).


Listwanite (listwaenite): A rock characterised by the mineral assemblage pyrite, sericite, quartz, fuchsite, ankerite and talc, produced by alteration of ultramafic and mafic rocks, and characteristically spatially closely associated with gold mineralisation in greenstone belts.Low sulphidation: A variety of epithermal or porphyry mineral deposit where the sulphur is present at an oxidation state of -2, characterised by low-sulphur minerals and magnetite rather than haematite.

m: Metre – 1 metre = 100 centimetresM: million.Ma: Million years.Mafic: An igneous rock with high magnesium and iron content, usually dark in colour.Magmatism: An episode of intrusion of molten material into part of the Earth’s crust/igneous activity.Magnesite: Magnesium carbonate MgCO3.Magnetic survey: A geophysical survey measuring the variation in strength of the Earth’s magnetic field due to magnetic mineral concentration in the underlying rocks, assisting the mapping and geological interpretation, particularly under cover.Magnetite: An magnetic black iron oxide mineral [Fe3O4]Mariposite: A synonym for the mineral fuchsite.Matrix: Fine grained material or mineral cement filling spaces between larger grains in rock Mesozoic: An era of geological time from about 225 to 65 million years agoMetabasalt: Metamorphosed basalt. Metamorphic/metamorphosed: Rocks formed in response to pronounced changes in temperature, pressure or chemical environment.Metasediments: Sedimentary rocks that have been metamorphosed.Micaceous: Rich in mica minerals Mn: The chemical symbol for manganeseMo: The chemical symbol for molybdenumMolybdenite: Molybdenum sulphide (MoS2), the main ore mineral of molybdenum.Million ounces: Million (troy) ounces.Mt: Million tonnesMuscovite: A colourless mineral of the mica group [KAl2(AlSiO3)O10(OH)2].

Normal fault: A fault in which the hanging wall appears to have moved downwards, relative to the footwall.

Ordovician: An interval of geological time between 490my and 434myOrogenic gold: A major class of gold deposit, including some of the world’s largest known deposits, formed late in an orogenic cycle at or close to the boundaries of major crustal blocks, typically hosted by or associated with quartz veins, typically high grade (>5g/t gold).Oz: troy ounce – 12 troy ounces = 1 Avoirdupois pound (lb), 1 oz = 31.103477 gOutcrop: Rock exposed to view at the surface and physically connected to solid rock at depth.

Palaeozoic: An era of geological time from about 570 to 225 million years agoPb: The chemical symbol for LeadPermian: A time period from approximately 280 to 248 million years ago.Phyllic (alteration): Secondary alteration due to hydrothermal activity producing a mineral assemblage (rock) dominated by quartz, sericite, pyrite.Pipe: In the geological sense, an intrusion with pipe-like shape, i.e., vertical dimension greatly in excess of horizontal dimension.Pluton: Large igneous rock mass that crystallised at depth below the surface.Plutonic: Refers to igneous rocks (usually coarse grained) that have crystallised deep below the Earth’s surface.Polymetallic: A number of different metallic mineral species, applied to a vein or other type of depositPorphyry (-itic): An igneous rock in which larger crystals (“phenocrysts”) are scattered through a matrix of smaller crystals (“groundmass”); descriptive of rocks displaying such textures.Porphyry (copper/gold/molybdenum) deposit: A large, low grade stockwork or disseminated copper (and/or gold, molybdenum) deposit, commonly hosted by a porphyritic rock of granitic to dioritic composition.Potassic: Referring to a style of hydrothermal alteration which has generated secondary potassium rich minerals such as biotite and potassium feldspar.ppb: Parts per billion.ppm: parts per million, 1ppm = 1g/t by mass.Precious metals: Includes gold, silver and the platinum group metals.Propylitic: A style of hydrothermal alteration which has generated secondary alteration minerals such as chlorite, biotite, epidote and calcite.Proterozoic: The geological epoch extending from around 2500 to 545 million years ago. Pyrite: The common iron sulphide mineral (FeS2).Py: Pyrite.

Geochemical sampling: Systematic collection of rock or soil samples in order to study their chemistry.Geochemical survey: A systematic study of the variation of chemical elements in rocks or soils.Geochemically anomalous: An area having elevated levels of specified elements in rocks or soils.Geological suture: A major crustal fault or fracture that separates significantly different components of a continent’s crust.Geostatistical interpolation: Estimation of properties (e.g. grade) by interpolating from sampling sites to areas which have not been sampled, using a class of statistics designed to deal both with three dimensional sampling and geological phenomena that impact on resource estimatesGneiss: A foliated rock formed by regional metamorphism, in which bands of granular minerals alternate with bands of minerals with a flaky or elongate prismatic habit.Gossan/gossanous: An iron rich, often spongy rock found at or near the surface, produced by the weathering and oxidation of sulphide minerals and the leaching out of the sulphur and often some of the metals. Often the only surface sign of subsurface mineralisation.Grade: Average quantity of ore or metal in a specified quantity of rock.Granite/granitic: Coarse-grained acid igneous rock containing quartz, feldspar, micas and minor (accessory) minerals, commonly as large masses intruded into the Earth’s crust.Granitoid: An igneous rock generally of granitic composition.Granodiorite: A plutonic rock consisting of quartz, calcium/sodium-rich and potassium-rich feldspars as well as some mafic minerals such as biotite, hornblende etc.Greenschist: A term to describe rocks of any type that have been metamorphosed, commonly on a regional basis, to rock dominated by the green-coloured mineral chlorite (hence the term greenstones), with a metamorphic fabric that imparts a cleavage to the rock and tends to obliterate any original rock layering.Greenstone: As for greenschist, rocks regionally metamorphosed whose mineralogy is dominated by chlorite as a consequence. Greisen: A rock commonly formed by deposition from and replacement by late cooling hydrothermal fluids derived from a granitic intrusion, characterised by a distinctive mineralogy of coarse muscovite (white) mica and quartz. Often associated with economic tin, tungsten and molybdenum mineralisation, and potentially an indicator of intrusion related gold deposits. Greywacke: A poorly sorted sediment deposited in submarine conditions and containing sand-sized angular grains of rock fragments, quartz, feldspar and other minerals.

Haematite: A red iron oxide mineral [Fe2O3]High sulphidation: Epithermal and porphyry mineralisation characterised by high sulphur and base metal content, haematite rather than magnetite.Hornfels/ hornfelsed: Rock formed by thermal metamorphism, due to high heat flow from magma intruding a host rock. Commonly seen at the contact of country rock with an intrusive Hydrothermal alteration: A geological description for the effect on rocks whose original mineral composition has been altered by the passage of hot or superheated water and precipitation of new minerals from the hot water.

Igneous: Said of a rock formed by solidification of molten or partly molten material.Induced polarisation (“IP”): An electrical geophysical surveying method particularly responsive to disseminated electrically conductive mineralisation.Intermediate: Descriptive of igneous rocks lying midway between acid and basic in compositionIRGD: Intrusion Related Gold Deposits - a class of deposit commonly associated with granitoid intrusives, in which the principal valuable metal is gold, often in association with silver, bismuth, arsenic and iron (the latter two as the sulphides arsenopyrite and pyrite respectively).Intrusive: Of or pertaining to intrusion of molten rock, both the process and the rock so formed.I-Type granite: Granites originating from melting/partial melting of upper mantle -the layer below the Earth’s crust (as opposed to granites derived from melting/partial melting of lower continental crust).

JORC: The Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves 2004 Edition.

kg: kilogram.km kilometre – 1kilometre = 1000 metresK-feldspar: Potassium aluminium silicate members of the feldspar mineral group.Limestone: A sedimentary rock composed of calcium carbonate (lime), normally deposited as a result of biological activity. Lithology:(-ies) Rock type.


Pyroclastic: Pertaining to fragmented (clastic) rock material formed by a volcanic explosion or ejection from a volcanic vent.Pyrrhotite: A magnetic iron sulphide [Fe1-xS]

Quartz: A mineral composed of silicon and oxygen (SiO2).Quartz monzonite: A granitoid, characterised by roughly equal quantities of K-feldspar and plagioclase, with quartz, biotite and hornblende. Considered to be derived from admixture of acid and basic magmas, the latter possibly derived from partial melting of the mantle. Almost invariably Intrusion Related Gold Deposits are hosted by or associated with monzonitic rocks, but not all monzonites host gold. Quartzite: A metamorphic rock originally composed of quartz, and distinguished as a metamorphic rock by the mineral texture produced by the metamorphism.

RAB drilling: Rotary Air Blast drilling, a low cost drilling technique for sampling overburden.RC: Reverse Circulation drilling: A percussion drilling technique in which the cuttings are recovered up the inside of the drill rods to minimize contamination from the wall of the hole.Refractory: In the metallurgical sense, ore that is difficult to treat/extract metal from using the lowest operating cost or conventional metallurgical process.Resistivity: In the geophysical sense, the impedance of rocks to the flow of an electrical current.Rhyolite/rhyolitic: Fine grained intrusive rocks, often porphyritic, with a glassy matrix and the composition of graniteRift: A zone where the Earth’s crust is stretching apart (thinning) due to swelling in the underlying mantle due to concentration of heat flow from the Earth’s interior. Characterised by formation of elongate sedimentary basins bounded by normal faults; often associated with volcanism and magmatism due to partial melting at in the upper mantle and lower crust, caused by the heat flow and release of overburden pressure above the zone of rifting. Continental crust that rifts completely apart is replaced by thinner oceanic crust and the rift may be flooded by the ocean. Rock chip sampling: Obtaining a sample, generally for assay, by breaking chips off a rock face.

Sandstone: A clastic sedimentary rock composed of sand sized grainsSb: The chemical symbol for the metal antimony.Sediment(s): Solid rock and mineral fragments deposited from water, air or ice. Includes chemical precipitates and organic debris.Sericite: A fine grained form of mica formed by the chemical alteration of other minerals.Serpentinite/serpentinised: Ultramafic rock altered by the addition of water during metamorphism.Shale: A fine grained laminated sedimentary rock composed of clay and silt fragments.Shear(ed): A deformation resulting from stresses that cause contiguous parts of a body to slide relative to each other in a direction parallel to their plane of contact.Silicates: Common rock forming minerals, compounds of metals and silica (SiO2)Silicified/silicification: The introduction of, or replacement by, silica, which may replace existing minerals. Siltstone: Sedimentary rock composed of silt-sized particles.Silurian: A period within the Palaeozoic era between 434 and 410 million years ago.Sinter: A siliceous crust with distinctive structure formed in hot springs at the surface above zones of hydrothermal activity, typically the surface expression of well-preserved epithermal systems.Skarn: A metamorphosed calcareous sediment into which silica and other elements, often including metals, have been introduced from an adjoining intrusive body.Smectite:A group of expanding lattice clay minerals common as weathering or hydrothermal alteration products.Sn: The chemical symbol for tin.Soil geochemistry: A systematic sampling and chemical analysis of soils.Sphalerite: A sulphide mineral of zinc and iron [(Zn, Fe)S], the main ore mineral of zinc.sq. km.: Square kilometreStock: An igneous intrusion that is less than 100 sq km in surface exposureStockwork veining: A vein system consisting of a three dimensional network of planar to irregular veinletsStratabound: Said of mineral concentrations enclosed within stratigraphic layers. Stratigraphy: The science of rock strata.

Stream sediment geochemistry: Systematic sampling and chemical analysis of sediments within drainage channels.Strike: Trend or direction of rock strata in a horizontal plane; to extend in that direction.Sulphide: A mineral compound characterised by the linkage of sulphur with metal.Syncline: Deformation of rock that results in a “U” shaped or “V” shaped bend of the rocks. Synclinorial zone: A major component of the crust dominated by a synclinal structure.

Tetrahedrite: An ore mineral of copper, a copper-antimony sulphide.

Ultramafic: igneous rocks especially rich in magnesium and iron, with no feldspar or quartz.

Volcanic rocks/volcanics: igneous rocks erupted at the Earth’s surface.

Zn. The chemical symbol for the metal zinc.


7. Independent Accountant’s Report


Appendix A


4. ISSUED CAPITAL Number of

Shares $

a) ORDINARY SHARES On the assumption that the MINIMUM Subscription is taken up under the offer

Shares on issue at 12 November 2010 3,000,000 3,000 Issued during the period 19,000,000 550,000 Shares issued pursuant to the Prospectus 20,000,000 4,000,000 Less: Costs associated with the issue - (403,000) Total ordinary shares 42,000,000 4,150,000

b) ORDINARY SHARES

On the assumption that the MAXIMUM Subscription is taken up under the offer

Shares on issue at 12 November 2010 3,000,000 3,000 Issued during the period 19,000,000 550,000 Shares issued pursuant to the Prospectus 40,000,000 8,000,000 Less: Costs associated with the issue (603,000) Total ordinary shares 62,000,000 7,950,000

5. On 3 November, 2011 Gossan Hill Gold Limited issued 15 million shares to Carbine Tungsten Limited (formerly known as Icon Resources Ltd.) in settlement of the purchase by Gossan Hill Gold Limited of the Peel Fault tenements as detailed in the Material Contracts section of this prospectus. Also detailed in the Material Contracts section of this prospectus are:

• A Tenement Sale and Purchase Agreement with Robust Resources Limited that will enable the Company to acquire EL 6414 for 1,600,000 shares in Gossan Hill Gold Limited, subject to the conditions set out in the Material Contracts section.

• An Agreement for the Sale and Purchase of all the shares in Tasman Goldfields NSW Pty Ltd for 10 million Gossan Hill Gold Limited shares, subject to the conditions set out in the Material Contracts section.

6. FINANCIAL REPORTING BY SEGMENTS The Company currently operated solely in the resources industry in Australia.


8. Independent Tenement Report

“continuing to serve the Mining, Exploration & Legal Industries as for the last 43 years” 1

6th February 2012 The Directors Gossan Hill Gold Limited Suite 505, 35 Lime Street SYDNEY NSW 2000 Dear Sirs

REPORT ON TITLES & NATIVE TITLE This report is prepared for inclusion in a prospectus to be dated on or about 10th February 2012 to be issued by Gossan Hill Gold Limited [ACN 147 329 833] (the Company) for the issue of 40,000,000 fully paid ordinary shares in the capital of the Company (Shares) at an issue price of 20 cents per share, to raise $8,000,000 (Offer).

The report relates to applications and titles held in New South Wales (“Titles”), which are detailed in this report in which the Company holds an interest. The notes to the Titles as set out in the Schedule form part of this report.

Mr Robert Harrison is a Director and Consultant with Mining Title Services Pty Limited (MTS). He has in excess of 44 years experience as a mining and exploration titles consultant in Australasia.

This report has been prepared in accordance with the Valmin Code. If this report is not fully compliant in certain areas of the Valmin Code, an explanation has been provided in this report to explain why this is so.

1. Searches and Source Information

I have conducted the following searches and enquiries:

(a) searches of the NSW Titles as recorded in the Computer Register maintained by the Department of Trade & Investment, Regional Infrastructure & Services (DTIRIS) pursuant to the Mining Act 1992 of New South Wales (NSW Mining Act), as amended as at 6th February 2012;

(b) searches of the native title application summaries including the registers and schedules maintained by the National Native Title Tribunal (NNTT) in the online Computer Register as at 6th February 2012, in relation to any native title claims which may affect the Titles.

On the basis of the searches of the Titles, we consider that this report provides an accurate statement as to:

(c) the status of the Titles as at 6th February 2012;

(a) and

(b) the Company’s interests therein and we note that based on our searches that the titles and applications detailed herein are all in good standing according to the information contained in the DII’s computer database system, subject to the notations and additional comments in this report.



2. Aboriginal Heritage

There may be sites of Aboriginal heritage or significance located on the land on which the Titles are situated.

In New South Wales the National Parks & Wildlife Act 1974 of New South Wales (NPWA) covers the major requirements for protection of Aboriginal objects, Aboriginal places and Aboriginal remains under Part 6 of the NPWA Sections 86 to 91 inclusive. It is an offence to knowingly destroy, deface or damage an Aboriginal object, place or remains without the consent of the Director-General of the Department of Environment Climate Change and Water (DECCW) now operating out of the Office of Environment and Climate Change in accordance with the provisions of Section 90 of the NPWA.

In addition the Aboriginal and Torres Strait Islander Heritage Act 1984 (Cth.) (Commonwealth Heritage Act) also applies to the Titles and is aimed at the preservation and protection from desecration of significant Aboriginal areas and significant Aboriginal objects. An area or object is found to be desecrated if it is used or treated in a manner inconsistent with Aboriginal tradition.

We have not undertaken searches to ascertain if any Aboriginal sites have been registered in the vicinity of the Titles under any of these Acts listed in Section 2 as there is no obligation, in any of those Acts, to register sites, objects or relics. In any event, their exact location is not ascertainable from such searches. Further, these enquiries are generally done by the exploration company after the tenure applied for is granted and once a particular work programme has been determined. In those cases it may be necessary to enter into separate arrangements with the traditional owners of the sites.

To ensure that it does not contravene any of these Acts listed in Section 2 while carrying out operations on the Titles, the Company would need to conduct heritage surveys and also request the relevant authority to provide a certificate to determine if any Aboriginal sites exist within the area of the Titles. If so, the Company would need to ensure that any interference with such Aboriginal sites is in strict conformity with the provisions of the above, NPWA, Aboriginal Heritage Act 1988 and the Commonwealth Heritage Act as applicable in each State.

3. Native Title – Generally

On 3 June 1992 the High Court of Australia held in Mabo -v- Queensland that the common law of Australia recognises a form of native title. In order to maintain a native title claim, the persons making such claim must show that they enjoyed certain customary rights and privileges in respect of a particular area of land and that they have maintained their traditional connection with that land. Such a claim will not be recognised if the native title has been extinguished, either by voluntary surrender to the Crown, death of the last survivor of a community entitled to native title, abandonment of the land in question by that community or the granting of an “inconsistent interest” in the land by the Crown. An example of an inconsistent interest would be the granting of a freehold or some types of leasehold interest in the land. The granting of a lesser form of interest will not extinguish native title unless it is wholly inconsistent with native title.

The Commonwealth Parliament responded to the Mabo decision by passing the Native Title Act 1993 (Commonwealth Act). Amongst other things, the Commonwealth Act: (a) regulates the recognition and protection of native title; (b) confirms the validity of titles granted by the Federal Government prior to the commencement of that Act on 1 January 1994;



(c) specifies the procedures to be complied with for certain future acts which affect native title; and (d) specifies the procedures by which Aboriginal peoples can claim native title and by which people determined to hold native title holders can claim compensation.

The Commonwealth Act was extensively amended in 1998 by the Native Title Amendment Act 1998 (Cth.). These amendments include the validation of any titles that may have been invalidly granted over pastoral leases and certain other leasehold interests during the period 1 January 1994 to 23 December 1996. Other significant amendments include a revised threshold test for the acceptance of native title claims, confirmation of extinguishment of native title by the grant of “exclusive possession” pastoral leases and certain other leasehold interests and provisions intended to deal with overlapping claims.

New South Wales has implemented the Native Title (New South Wales) Act 1994 which adopts the Commonwealth Act in New South Wales.

We have not researched the underlying land tenure in respect of the Titles in order to determine the extent of extinguishment for the purposes of this report.

4. Native Title – Native Title Claims Persons claiming to hold native title may lodge an application for determination of native title (being a native title claim) with the Federal Court. Applications which are lodged with the Federal Court will be referred to the NNTT for the purposes of registration of the claim.

If the Native Title Registrar is satisfied that a claim meets the registration requirements set out in the Commonwealth Act (Registration Test) it will be entered on the Register of Native Title Claims maintained by the NNTT (Register). Claimants of registered claims are afforded certain procedural rights under the Commonwealth Act including the “right to negotiate” discussed further below.

Claims which fail to meet the Registration Test are recorded on the Schedule of Applications Received maintained by the NNTT. Such claims may be entered on the Register at a later date if additional information is provided by the claimant that satisfies the Registration Test. Claims which are deregistered will lose the right to negotiate from the date of deregistration but will still remain on foot in the Federal Court until such time as they are determined by the Court. There are currently no claims for Native Title noted on the Register as affecting any of the applications or titles contained within this report. It should be noted that the majority of the land in these areas is freehold land and on such land, Native Title has been deemed to be extinguished, in any event should work be proposed on any of the areas which on searching are found to be Crown Lands, which includes State Forest areas, not previously held under freehold title or Crown Lands dedicated appropriated or resumed for a public purpose. In those circumstances the Right to Negotiate (RTN) process must be followed in accordance with the licence conditions, to determine if there are any prospective claim applicants. As previously mentioned land potentially requiring addressing of the RTN process is normally identified by searching of the areas through the records of the Land Titles Office, prior to implementing exploration activity and as a prerequisite to negotiating access and compensation agreements with the relevant landholders which is a requirement under the Act to be finalised prior to commencing prospecting operations on any parcel of land. If commenced the RTN process addresses the whole of the specified licence not just the area of land within the licence which has been specifically identified as Crown Lands.



5. Native Title – Validity of Titles (a) Granted Authorities – New South Wales

(i) Authorities granted prior to 1 January 1994

Under the Native Title (New South Wales) Act 1994 (NSW Native Title Act) Authorities granted in New South Wales prior to 1 January 1994 have been validated to the extent that the grant of the Authority may have been invalid as a result of the existence of native title.

(ii) Authorities granted between 1 January 1994 and 23 December 1996

Under the NSW Native Title Act, certain acts which took place between 1 January 1994 and 23 December 1996, known as “intermediate period acts” were validated.

(iii) Authorities granted since 23 December 1996

Authorities affected by native title rights and interests will be valid provided the applicable processes prescribed by the Commonwealth Act were complied with. The Exploration Licences were all granted after 23 December 1996. We understand that it has been the practice of the New South Wales Government to comply with these processes but we have not undertaken any independent enquiries to confirm that this is the case.

(b) Future Titles Grants

As stated above, the valid grant of any of the Titles which may affect native title requires full compliance with the provisions of the Commonwealth Native Title Act in addition to compliance with the usual procedures under the relevant State’s mining legislation. The primary procedure prescribed under the Commonwealth Native Title Act is the “right to negotiate” process. Other procedures generally apply to low-impact titles (such as prospecting and exploration licences) or infrastructure titles.

The right to negotiate process involves the publishing of a notice of the proposed grant of a Titles or permit followed by a minimum 6 month period of negotiation between the relevant State Government, the Titles applicant and any relevant registered native title claimant. If agreement is not reached to enable the grant to occur, the matter may be referred to arbitration before the NNTT, which has a further 6 months to reach a decision. The decision of the NNTT may be reviewed by the relevant Federal Minister.

The Commonwealth Act provides that, in relation to the grant of Titles in certain areas, a State law can operate in lieu of the right to negotiate process of the Commonwealth Act. These areas are principally areas covered by pastoral leases.

The right to negotiate process does not necessarily have to be pursued in cases where either the explorer has previously entered into an agreement with the native title claimants which facilitates the grant of future Titles, or where an indigenous land use agreement (ILUA) is negotiated with the relevant Aboriginal people and registered with the NNTT. In such cases, the procedures prescribed by the ILUA must be followed to obtain the valid grant of the Titles. These procedures will vary depending on the terms of the relevant ILUA.

(c) Renewals

As with the grant of Titles, renewals of Titles granted prior to 1 January 1994, to the extent the renewals were invalid due to native title, have been validated by legislation. Renewals granted between 1 January 1994 and 23 December 1996 have been similarly validated provided certain statutory criteria have been met.

Renewals made after 23 December 1996 of Titles validly granted before that date will not be subject to the right to negotiate process provided:



(i) the area to which the earlier right is made is not extended;

(ii) the term of the new right is not longer than the term of the earlier right; and

(iii) the rights to be created are not greater than the rights conferred by the earlier grant.

There is doubt as to whether the right to negotiate process applies to second and subsequent renewals but this matter is yet to be determined by the courts. Other than as stated above, renewals of Titles are subject to the same right to negotiate (or, pending legislation, alternative State) process as is described above.

6. Risk Factors

The existence of native title and/or native title claims in relation to the land the subject of the Titles may have an adverse impact on the Company’s activities and its ability to fund those activities. It is impossible at this stage to quantify the impact that these matters may have on the Company’s operations but the main risks include:

(a) delays or difficulties in obtaining the grant of the applications for Titles, renewals or conversions of the Titles, or further applications, as a result of the right to negotiate (or alternative State) process as this process can take as long as 12 months to complete;

(b) compensation may be payable by the Company as a result of agreements made pursuant to the right to negotiate or alternative process or as a result of a compensation order made by the Federal Court in the event native title has been determined to exist. The amount of such compensation is not quantifiable at this stage;

(c) if native title is found to exist the nature of the native title may be such that consent to mining is required from the native title holders and such consent is withheld or only granted on conditions unacceptable to the Company; and

(d) the risk that Aboriginal sites and objects exist on the land the subject of the Titles, the existence of which sites and objects may preclude or limit mining activities in certain areas of the Titles. Further, the disturbance of such sites and objects is likely to be an offence under the applicable legislation, exposing the Company to fines and other penalties. Other risk factors include:

(e) renewals of exploration licences are matters determined in NSW by the Exploration Title Committee of DTIRIS, the Committee determines whether or not a licence should be renewed, the area to be renewed; and as and if required whether or not “special circumstances are deemed to exist” to allow a licence to be renewed for an area greater than 50% of the land held in the previous term. These determinations are based on information supplied by the licence holder at the time of renewal, in regard to work conducted, expenditure requirements for the previous term, work proposals for the renewal term, proposed expenditure and other circumstances which may have delayed work or impacted on the exploration program in the previous term.

7. Qualifications While the status of the Titles is dealt with in detail hereunder, we point out, that:

(a) we have assumed the results of the searches which we have made or caused to be made of the Registers established and maintained pursuant to the NSW Mining Act are accurate;

(b) we have relied on the accuracy of the Registers maintained by DTIRIS, and



(c) the holding of the Titles is subject to compliance with their terms and conditions and the provisions of the NSW Mining Act.

8. Consent

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

Mining Title Services Pty Limited has consented to the inclusion of this report in the Prospectus in the form and context in which it is included and has not withdrawn that consent before the lodgement of the Prospectus with the Australian Securities and Investments Commission.

Peel Fault Project

Exploration Licence 7863 (Act 1992) Formerly Exploration Licence Application 4329 (Act 1992) Main Holder : Gossan Hill Gold Limited Grant Date : 10th November 2011 Expiry Date : 10th November 2013 Status : Current 1:1,000,000 BLOCK NO UNITS ARMIDALE 1520 rstu wxyz ARMIDALE 1592 bcdefghjklm Total Area : 19 units as shown by blue tint & red edging on Plan “A” herewith Surface Exception : Nil Depth Restriction : Nil Location : About 6.64 kms ENE of Bingara Map Sheets : 9038 Bingara 1:100,000 Joint Security Held : $50,000 Expenditure : $29,500 per annum Royalty Rate : Nil Minerals : Group 1 {Metallics} - see note at foot of report for mineral definitions Methods : Nil methods excluded

Exploration Licence Application 4421 (Act 1992) Applicant : Gossan Hill Gold Limited Application Date : 4th November 2011 @ 5:31 PM Status : Pending 1:1,000,000 BLOCK NO UNITS ARMIDALE 1591 u ARMIDALE 1592 qr vwx ARMIDALE 1664 ab Total Area : 8 units as shown by yellow tint & blue edging on Plan “A” are available Surface Exception : Nil Depth Restriction : Nil Location : About 6.23 kms SE of Bingara Map Sheets : 9038 Bingara 1:100,000 Expenditure : $24,000 per annum on grant Royalty Rate : Nil



Minerals : Group 1 {Metallics} - see note at foot of report for mineral definitions Methods : Nil methods excluded

Exploration Licence 7726 (Act 1992) Formerly Exploration Licence Application 4051 (Act 1992) Main Holder : Gossan Hill Gold Limited Grant Date : 16th March 2011 Expiry Date : 16th March 2013 Status : Current 1:1,000,000 BLOCK NO UNITS ARMIDALE 1592 nop stu yz ARMIDALE 1664 cdefghjklmnopqrstuvwxyz ARMIDALE 1736 bcde ghjk mnop rstu Total Area : 47 units as shown by orange tint with red edging on Plan “A” herewith Surface Exception : Nil Depth Restriction : Nil Location : About 13.44 kms SSE of Bingara Map Sheets : 9038 Bingara 1:100,000 9037 Cobbadah 1:100,000 Joint Security Held : $50,000 Expenditure : $ 43,500 per annum Royalty Rate : Nil Minerals : Group 1 {Metallics} - see note at foot of report for mineral definitions Methods : Nil methods excluded Dealings :1. Noted Agreement - Sale of Peel Fault Tenements dated 15th April

2011, creating both a legal and equitable interest in Exploration Licences 6620, 6648, 7725 & 7726 (Act 1992) between Gossan Hill Gold Limited & Icon Resources Ltd (now known as Carbine Tungsten Limited).

Exclusion : Gold Lease 5890 (Act 1906) by Paul Douglas Myer is excluded from the licence by condition, this lease to mine for gold covers an area of 1.99 hectares and was current to 10th July 2009 with a renewal application still pending, the lease was originally granted on 10th July 1970 see insert on Plan “A” for details.



Plan “A”

Exploration Licence 7725 (Act 1992) Formerly Exploration Licence Application 4050 (Act 1992) Main Holder : Gossan Hill Gold Limited Grant Date : 16th March 2011 Expiry Date : 16th March 2013 Status : Current 1:1,000,000 BLOCK NO UNITS ARMIDALE 1953 ab fgh lmn qrs vwxyz ARMIDALE 2025 abcdefghjklm qr vw Total Area : 32 units as shown by light blue tint with red edging on Plan “B” herewith

Insert 1

0 200 400

metres

GL 5890 (Act 1906)



Surface Exception : Nil Depth Restriction : Nil Location : About 10.13 kms ENE of Barraba Map Sheets : 9037 Cobbadah 1:100,000 Joint Security Held : $50,000 Expenditure : $36,000 per annum Royalty Rate : Nil Minerals : Group 1 {Metallics} - see note at foot of report for mineral definitions Methods : Nil methods excluded Dealings : 1. Noted Agreement - Sale of Peel Fault Tenements dated 15th April


Exploration Licence 6648 (Act 1992) Formerly Exploration Licence Application 2786 (Act 1992) Main Holder : Gossan Hill Gold Limited Grant Date : 19th October 2006 Expiry Date : 18th October 2012 Status : Renewed 1:1,000,000 BLOCK NO UNITS ARMIDALE 2097 jk p ARMIDALE 2098 fg lm qrs vwx ARMIDALE 2170 bcd ghj Total Area : 19 units as shown by light violet tint with red edging on Plan “B” herewith Surface Exception : Nil Depth Restriction : Nil Location : About 20.87 kms ESE of Barraba Map Sheets : 9036 Manilla 1:100,000 9037 Cobbadah 1:100,000 Joint Security Held : $50,000 Expenditure : $39,000 per annum Royalty Rate : Nil Minerals : Group 1 {Metallics} - see note at foot of report for mineral definitions Methods : Nil methods excluded Dealings :1.Noted Agreement - Sale of Peel Fault Tenements dated 15th April


Exploration Licence 7862 (Act 1992) Formerly Exploration Licence Application 4328 (Act 1992) Main Holder : Gossan Hill Gold Limited Grant Date : 10th November 2011 Expiry Date : 10th November 2013 Status : Current 1:1,000,000 BLOCK NO UNITS ARMIDALE 2315 ab fg lmno qrst vwxy ARMIDALE 2243 qr vw ARMIDALE 2242 de jk op u z ARMIDALE 2170 e k nop tu yz



ARMIDALE 2387 abcd Total Area : 41 units as shown by yellow tint on Plan “B” herewith labeled ELA 4328 Surface Exception : Nil Depth Restriction : Nil Location : About 15.64 kms NE of Manilla Map Sheets : 9036 Manilla 1:100,000 Joint Security Held : $50,000 Expenditure : $40,500 per annum Royalty Rate : Nil Minerals : Group 1 {Metallics} - see note at foot of report for mineral definitions Methods : Nil methods excluded

Plan “B”

Weabonga Project

Exploration Licence 6620 (Act 1992) Formerly Exploration Licence Application 2657 (Act 1992) Main Holder : Gossan Hill Gold Limited Grant Date : 30th August 2006 Expiry Date : 29th August 2010 Status : Renewed



Renewal : Pending- see notation below ## 1:1,000,000 BLOCK NO UNITS ARMIDALE 2752 op u ARMIDALE 2753 l Total Area : 4 units as shown by red tint on Plan “C” herewith Surface Exception : Nil Depth Restriction : Nil Location : About 32.43 kms NE of Nundle Map Sheets : 9135 Nundle 1:100,000 Joint Security Held : $50,000 Expenditure : $14,000 per annum on renewal. Royalty Rate : Nil Minerals : Group 1 {Metallics} - see note at foot of report for mineral definitions Methods : Nil methods excluded Dealings :1.Noted Agreement - Sale of Peel Fault Tenements dated 15th April


Exploration Licence Application 4365 (Act 1992) Applicant : Gossan Hill Gold Limited Application Date : 1st September 2011 @ 2:56 PM Status : Pending 1:1,000,000 BLOCK NO UNITS ARMIDALE 2752 jk t ARMIDALE 2753 f q Total Area : 5 units as shown by yellow tint & blue edging on Plan “C” herewith Surface Exception : Nil Depth Restriction : Nil Location : About 32.42 kms NE of Nundle Map Sheets : 9135 Nundle 1:100,000 Expenditure : $17,000 per annum on grant Royalty Rate : Nil Minerals : Group 1 {Metallics} - see note at foot of report for mineral definitions Methods : Nil methods excluded



Plan “C”

Bauloora Project

Exploration Licence 6414 (Act 1992) Formerly Exploration Licence Application 2657 (Act 1992) Main Holder : Robust Operations Pty Limited Grant Date : 17th May 2005 Expiry Date : 16th May 2011 Status : Renewed Renewal : Pending- see notation below ## 1:1,000,000 BLOCK NO UNITS CANBERRA 2208 o t yz Total Area : 4 units as shown by red tint with blue edging on Plan “D” herewith Surface Exception : Nil Depth Restriction : Nil Location : About 9.29 kms NW of Cootamundra Map Sheets : 8428 Junee 1:100,000 Security Held : $10,000 Details of Security : $10,000 Cash Expenditure : $14,000 per annum on renewal. Royalty Rate : Nil Minerals : Group 1 {Metallics} - see note at foot of report for mineral definitions Methods : Nil methods excluded



Dealings : 1. Application for transfer to Gossan Hill Gold Limited - Pending 2. Noted Agreement - Sale of Bauloora Tenement dated 24th March

2011, creating both a legal and equitable interest in Exploration Licence 6414 (Act 1992) between Gossan Hill Gold Limited & Robust Operations Pty Limited.

Exploration Licence 7861 (Act 1992) Formerly Exploration Licence Application 4301 (Act 1992) Main Holder : Gossan Hill Gold Limited Grant Date : 10th November 2011 Expiry Date : 10th November 2013 Status : Current 1:1,000,000 BLOCK NO UNITS CANBERRA 2281 a f l CANBERRA 2136 xy CANBERRA 2280 cde hjk nop CANBERRA 2209 a f l q v CANBERRA 2208 cde hjk n p s u x Total Area : 30 units as shown by yellow tint on Plan “D” herewith labeled ELA 4301 Surface Exception : Nil Depth Restriction : Nil Location : About 9.16 kms NW of Cootamundra Map Sheets : 8428 Junee 1:100,000 8429 Temora 1:100,000 8528 Cootamundra1:100,000 Joint Security Held : $50,000 Expenditure : $35,000 per annum Royalty Rate : Nil Minerals : Group 1 {Metallics} - see note at foot of report for mineral definitions Methods : Nil methods excluded

Plan “D”



Mt Adrah Project

Exploration Licence 6372 (Act 1992) Formerly Exploration Licence Application 2367 (Act 1992) Main Holder : Tasman Goldfields NSW Pty Ltd Grant Date : 2nd February 2005 Expiry Date : 1st February 2012 Status : Renewed Renewal : Pending- see notation below ## 1:1,000,000 BLOCK NO UNITS CANBERRA 2783 jk p CANBERRA 2784 f lm qrs wxy Total Area : 12 units on renewal – as shown by yellow tint & brown edging on Plan ”E” herewith Surface Exception : Nil Depth Restriction : Nil Location : About 22 kms WNW of Gundagai Map Sheets : 8427 Tarcutta 1:100,000 Security Held : $10,000 Details of Security : $10,000 Cash from Brightstar Resources Limited Receipt 292832 Expenditure : $40,000 per annum on renewal Minerals : Group 1 minerals Methods/Purpose : Nil methods excluded Dealings : Agreement for Sale and Purchase of All of the Shares in Tasman

Goldfields NSW Pty Ltd dated 12th April 2011, between Tasman Goldfields Australia Operations Pty Ltd (owner of Tasman Goldfields NSW Pty Ltd) & Gossan Hill Gold Limited creating both a legal and equitable interest in Exploration Licence 6372 (Act 1992) for Gossan Hill Gold Limited.

Exploration Licence 7843 (Act 1992) Formerly Exploration Licence Application 4231 (Act 1992) Main Holder : Gossan Hill Gold Limited Grant Date : 20th September 2011 Expiry Date : 20th September 2013 Status : Current 1:1,000,000 BLOCK NO UNITS CANBERRA 2641 d hjk nop s u Total Area : 9 units as shown by light orange with brown edging on Plan ”E” herewith Surface Exception : Nil Depth Restriction : Nil Location : About 6.32 kms WNW of Gundagai Map Sheets : 8527 Tumut 1:100,000 Joint Security Held : $50,000 Expenditure : $24,500 per annum Minerals : Group 1 minerals Methods/Purpose : Nil methods excluded



Exploration Licence 7844 (Act 1992) Formerly Exploration Licence Application 4232 (Act 1992) Main Holder : Gossan Hill Gold Limited Grant Date : 20th September 2011 Expiry Date : 20th September 2013 Status : Current 1:1,000,000 BLOCK NO UNITS CANBERRA 2711 stu wxyz CANBERRA 2712 vwxy CANBERRA 2783 cde h CANBERRA 2784 abcde Total Area : 20 units as shown by light blue with brown edging on Plan ”E” herewith Surface Exception : Nil Depth Restriction : Nil Location : About 21.4 kms WSW of Gundagai Map Sheets : 8427 Tarcutta 1:100,000 Joint Security Held : $50,000 Expenditure : $30,000 per annum Minerals : Group 1 minerals Methods/Purpose : Nil methods excluded

Plan “E”



## Renewal Applications:- Section 117 of the Mining Act 1992, as amended, provides “117 Authority to have effect until application dealt with (1) If an application for the renewal of an authority is not finally dealt with before the date on which the authority would otherwise cease to have effect, the authority continues to have effect, in relation only to the land to which the application relates, until the application is finally disposed of.” All of the NSW Exploration Licences and applications are for Group 1 Minerals (Metallics) which includes the minerals set out hereunder: Group 1 (Metallic Minerals) (Includes: antimony, arsenic, bismuth, cadmium, caesium, chromite, cobalt, columbium, copper, galena, germanium, gold, indium, iron minerals, lead, lithium, manganese, mercury, molybdenite, nickel, niobium, platinum group minerals, platinum, rare earth minerals, rubidium, scandium and its ores, selenium, silver, sulphur, tantalum, thorium, tin, tungsten and its ores, vanadium, zinc & zirconia Yours faithfully

Bob Harrison Mining Title Services Pty Ltd


9. Material ContractsSet out below are summaries of the more important provisions of contracts to which the Company is a party and which are or may be material in terms of the Offer or the operations of the Company or otherwise are or may be relevant to an investor who is contemplating the Offer. The information about the material contracts set out below is brief and indicative only and should be read on that basis.

9.1. Agreement for Sale of Tenements - Carbine Tungsten Limited

The Company (as purchaser) and Carbine Tungsten Limited (Carbine) (previously called Icon Resources Limited) (as vendor), are parties to an Agreement for Sale of Tenements dated 19 April 2011 (as amended by a Deed of Variation dated 3 November 2011)(Deed) in relation to the purchase by the Company of a 100% legal and beneficial interest in New South Wales ELs 6648, 6680, 6681, 6682, 7725, 7726, 6620 and 6683 (Tenements) and associated mining information.

ELs 6680, 6681, 6682 and 6683 have since expired, and the Company has been granted ELs 7862 and 7863 and has applied for ELA 4421 to cover prospective ground, some of which was included in ELs 6680, 6681, 6682 and 6683.

Settlement occurred on 3 November 2011. As consideration for the purchase of the Tenements, the Company issued 15 million fully paid ordinary shares with a deemed issue price of $0.01 each (a total of $150,000) to Carbine on the settlement date. The Company will use its best endeavours to ensure that ASX does not impose any escrow restrictions on these shares under the Listing Rules but, if it does, Carbine will comply with any such restrictions.

9.2. Agreement for Sale of Tenement - Robust Operations Pty Limited

The Company (as purchaser) and Robust Operations Pty Limited (Robust) (a wholly owned subsidiary of Robust Resources Limited (as vendor) are parties to an Agreement for Sale of Tenement dated 24 March 2011 (as amended by Deeds of Variation dated 17 November 2011, and 22 February 2012) in relation to the purchase by the Company of a 100% legal and beneficial interest in New South Wales EL 6414 (Tenement) and associated mining information.

The Agreement is conditional upon:

• the Company obtaining confirmation from ASX that the Company will be admitted to the Official List of ASX, subject only to such conditions as may be acceptable to Robust (acting reasonably);

• the Minister giving his consent under the Mining Act to the proposed dealing with legal and beneficial interests in the Tenement; and

• the Company remaining an associated company of Carbine until the Listing Date.

If any of these conditions is not satisfied or waived by 30 June 2012 (or such later date as may be agreed), the Agreement may be terminated by either party. Settlement is to occur fourteen days after the date on which the last of the conditions precedent is satisfied or waived.

As consideration for the purchase of the Tenement, the Company will issue 1.6 million fully paid ordinary shares with a deemed issue price of $0.20 each (a total of $320,000) to Robust on the settlement date. The Company will use its best endeavours to ensure that ASX does not impose any escrow restrictions on these shares under the Listing Rules but, if it does, Robust will comply with any such restrictions.

9.3. Agreement for Sale and Purchase of all the Shares in Tasman Goldfields NSW Pty Ltd

The Company (as purchaser) and Tasman Goldfields Australia Operations Pty Ltd (Tasman Goldfields) (a wholly owned subsidiary of Bright Star Resources Limited) (as vendor) are parties to an Agreement dated 12 April 2011 (as amended by Deeds of Variation dated 26 October 2011, and 10 February 2012), for the sale and purchase of all of the shares in Tasman Goldfields NSW Pty Ltd (Tasman Goldfields NSW). Tasman Goldfields NSW is the holder of ELs 6372, 7189 and 7190 (Mt Adrah Tenements). ELs 7189 and 7190 have since expired and the Company has applied for, and been granted, replacement ELs 7843 and 7844.

Settlement of the sale and purchase of shares in Tasman Goldfields NSW is conditional upon:

• the Company obtaining confirmation from ASX and providing a copy of it to Tasman Goldfields by 30 June 2012 that the Company will be admitted to the Official List of ASX, subject only to such usual conditions as may be acceptable to Tasman Goldfields (acting reasonably);

• the Company issuing a prospectus in relation to its proposed ASX listing, closing its prospectus offer, reaching minimum subscription (if any), issuing the shares offered under the prospectus and achieving the shareholder spread requirements under the Listing Rules, and providing evidence of this to Tasman Goldfields;

• the Minister giving his consent under the Mining Act to the transfer of the Mt Adrah Tenements to Tasman Goldfields NSW; and

• the Company obtaining all necessary shareholder and regulatory approvals required to implement the transactions required by the Agreement.

If the conditions are not satisfied or waived by 30 June 2012, either party may terminate the Agreement.Settlement of the sale and purchase of the shares in Tasman Goldfields NSW shall occur on the third business day after the day


on which the last of the conditions is satisfied or waived.As consideration for the purchase of the shares in Tasman Goldfields NSW, the Company will issue 10 million fully paid ordinary shares with a deemed issue price of $0.01 each (a total of $100,000) to Tasman Goldfields on the settlement date.

The Company will use its best endeavours to ensure that ASX does not impose any escrow restrictions on these shares under the Listing Rules but, if it does, Tasman Goldfields will comply with any such restrictions.

9.4. Cost Sharing Agreement with Carbine Tungsten Limited

The Company and Carbine Tungsten Limited entered into a Letter Agreement on 25 October 2011 under which the

Company will provide technical services and office and administrative support to Carbine Tungsten Limited.

Carbine Tungsten Limited will pay the Company specified daily rates (to be agreed quarterly in advance on a cost reimbursement basis) for the Company’s staff used in the provision of technical services.

Carbine Tungsten Limited will pay the Company on a proportionate basis (as agreed) for the provision of office facilities and administrative support.

The provision of technical services and office and administrative support commenced on 25 October 2011 and will be re-negotiated on an annual basis commencing 1 July 2012.

10. Additional information

10.1 Registration

Gossan Hill Gold was registered as a public company on 12 November 2010. Subject to the satisfaction or waiver of the conditions precedent in the Share Sale and Purchase Agreement referred to in Section 9.3 of this Prospectus, and completion of that Agreement, the Company will have one wholly owned subsidiary, Tasman Goldfields NSW Pty Ltd.

10.2 Tax Status and Financial Year

The Company will be taxed in Australia as a public company at the prevailing corporate tax rate which is 30%. The financial year of the Company will end on 30 June annually.

10.3 Litigation

The Directors are not aware of any legal proceedings which have been threatened or actually commenced against the Company.

10.4 Rights Attaching To Shares

The Shares to be issued under this Prospectus will rank equally with the issued fully paid ordinary shares in the Company. The rights attaching to Shares are set out in the Company’s Constitution and, in certain circumstances, are regulated by the Corporations Act, the Listing Rules and general law. Where the Constitution omits any provision required under the Listing Rules, the Constitution is deemed to contain such a provision and the Constitution is deemed not to contain any provision inconsistent with the Listing Rules. The Constitution of the Company may be inspected during normal business hours at the registered office of the Company.

The following is a summary of the more significant rights of the holders of ordinary shares of the Company.

This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Company’s members.

The summary assumes that the Company is admitted to the Official List of ASX.

a) General Meeting

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Company’s Constitution, the Corporations Act or the Listing Rules.The Directors may convene a general meeting whenever they think fit. General meetings may also be called as requested by the shareholders or as ordered by a court under section 249D, E, F and G of the Act.

A Notice of General Meeting must be given in accordance with the Act and must specify the place, date and time of the meeting, the general nature of the business to be transacted at the meeting, information regarding a shareholder’s right to appoint a proxy, and if a special resolution is to be proposed at the meeting, the text of the special resolution.

A quorum is met with 3 shareholders present at the time when the meeting proceeds to business.

b) Voting

Subject to any rights or restrictions for the time being attached to any class or classes of shares whether by the terms of their issue, the Constitution, the Corporations Act or the Listing Rules, at a general meeting of the Company every holder of fully paid ordinary shares present in person


or by a representative has one vote on a show of hands and every such holder present in person or by a representative, proxy or attorney has one vote per share on a poll. A person who holds an ordinary share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share. A member is not entitled to vote unless all calls and other sums presently payable by the member in respect of shares in the Company have been paid. Where there are two or more joint holders of the share and more than one of them is present at a meeting and tenders a vote in respect of the share (whether in person or by proxy or attorney), the Company will count only the vote cast by the member whose name appears before the other(s) in the Company’s register of members. No shares may be issued with voting rights more advantageous than those available to any previously issued shares. In the case of an equality of votes, the Chairman of the meeting does not have a casting vote.

c) Issues of Further Shares

The Directors may, on behalf of the Company, issue, grant options over or otherwise dispose of un-issued shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by the Company’s Constitution, the Listing Rules, the Corporations Act and any rights for the time being attached to the shares in special classes of shares.

d) Variation of Rights

At present, the Company has on issue one class of shares only, namely ordinary shares. The rights attached to the shares in any class may be altered only by special resolution of the Company and by special resolution passed at a separate meeting of the holders of the issued shares of the affected class, or with the written consent of the holders of at least three quarters of the issued shares of the affected class.

e) Transfer of Shares

Subject to the Company’s Constitution, the Corporations Act and the Listing Rules, ordinary shares are freely transferable.

The shares may be transferred by a proper transfer effected in accordance with ASX Settlement Operating Rules, by any other method of transferring or dealing introduced by ASX and as otherwise permitted by the Corporations Act or by a written instrument of transfer in any usual form or in any other form approved by the Directors that is permitted by the Corporations Act.

The Company may decline to register a transfer of shares in the circumstances described in the Company’s Constitution and where permitted to do so under the Listing Rules. If the Company declines to register a transfer, the Company must, within five business days after the transfer is lodged

with the Company, give the lodging party written notice of the refusal and the reasons for refusal. The Directors must decline to register a transfer of shares when required by law, by the Listing Rules or by the ASX Settlement Operating Rules.

f) Partly Paid Shares

The Directors may, subject to compliance with the Company’s Constitution, the Corporations Act and the Listing Rules, issue partly paid shares upon which amounts are or may become payable at a future time(s) in satisfaction of all or part of the unpaid issue price.

g) Dividends

The Company in general meeting may declare a dividend if the Directors have recommended a dividend and a dividend shall not exceed the amount recommended by the Directors.

The Directors may authorise the payment to the members of such interim dividends as appear to the Directors to be justified by the Company’s profits and for that purpose may declare such interim dividends.

Subject to the rights of members entitled to shares with special rights as to dividend (if any), all dividends in respect of shares (including ordinary shares) are to be declared and paid to those persons entitled to those dividends in proportions to the shares held by them respectively and in respect of partly paid shares, are apportioned and paid proportionately to the amounts paid or credited as paid on the shares.

h) Winding Up

Subject to the rights of holders of shares with special rights in a winding up, if the Company is wound up, members (including holders of ordinary shares) will be entitled to participate in any surplus assets of the Company in proportion to the shares held by them respectively irrespective of the amount paid or credited as paid on the shares.

i) Dividend Plans

The Directors or the members of the Company, in general meeting, may authorise the Directors to establish and maintain dividend plans under which (among other things) a member may elect that dividends payable by the Company be reinvested by way of subscription for shares in the Company or a member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive shares instead.

j) Directors

The Company’s Constitution states that the minimum number of directors is three. The shareholders may appoint and remove a Director by ordinary resolution. The Board of Directors may appoint any person to be a Director to either fill a casual vacancy or as an addition to the existing


Directors and any Director may appoint an alternate director by notice to the Company.

The Listing Rules require that the Company hold an election of Directors by ordinary resolution each year. The Directors, other than a managing director, must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or three years, whichever is longer.

However, a Director appointed by the Board to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting.

Under the Constitution, a Director ceases to hold office if the Director becomes bankrupt, becomes of unsound mind, becomes disqualified from being a Director, resigns, is removed, or has been absent without permission from the Board of Directors for a period longer than six months.

Directors who have a direct or indirect material personal interest in a matter that is being considered at a Directors’ meeting must not vote in respect of the matter or be present at the meeting while the matter is being considered, except as permitted by the Act.

k) Powers of the Board

The Directors have power to manage the business of the Company and may exercise that power to the exclusion of the members, except as otherwise required by the Corporations Act, any other law, the Listing Rules or the Company’s Constitution.

10.5 Compliance with the ASX Listing Rules

The Constitution incorporates Appendix 15A of the Listing Rules. Accordingly, if the Company is admitted to the Official List, the following applies:

a. notwithstanding anything contained in the Constitution, if the Listing Rules prohibit an act being done, the act shall not be done;

b. nothing contained in the Constitution prevents an act being done that the Listing Rules require to be done;

c. if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);

d. if the Listing Rules require the Constitution to contain a provision and it does not contain such a provision, the Constitution is deemed to contain that provision;

e. if the Listing Rules require the Constitution not to contain a provision and it contains such a provision, the Constitution is deemed not to contain that provision; and

f. if any provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

10.6 Directors Interests

Except as disclosed in this Prospectus, no Director (whether individually or in consequence of a Director’s association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

• the formation or promotion of the Company; or• property acquired or proposed to be acquired by

the Company in connection with its formation or promotion or the Offer of the Shares; or

• the Offer of the Shares.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, options or otherwise) have been paid or given or agreed to be paid or given to any Director or to any company or firm with which a Director is associated to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her or any company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Offer of the Shares.

10.7 Interests of Named Persons

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

• the formation or promotion of the Company; or• property acquired or proposed to be acquired by

the Company in connection with its formation or promotion or the Offer of the Shares; or

• the Offer of the Shares.Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, options or otherwise) have been paid or given or agreed to be paid or given to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Offer under this Prospectus.

BDJ Partners has acted as independent accountant in relation to the Offer. As independent accountant, BDJ Partners has been involved in undertaking due diligence in relation to financial and taxation matters and preparing pro-forma financial accounts, and has prepared the


Independent Accountant’s Report which has been included in this Prospectus. In respect of this work the Company has agreed to pay BDJ Partners a total of $7,000 for these services. BDJ Partners are the auditors to the Company, and will shortly commence the audit of the Company’s financial statements for the year ended 30 June 2011, the fee for which will be determined in accordance with BDJ Partner’s letter of engagement executed by the Company on 17 February 2012.

O’Loughlins Lawyers has acted as the solicitors to the Company in relation to the Offer and in that capacity and otherwise assisting the Company with the preparation of this Prospectus.

O’Loughlins Lawyers has been involved in undertaking certain due diligence enquiries in relation to legal matters and providing legal advice to the Company in relation to the Offer.

In respect of this work, the Company has agreed to pay O’Loughlins Lawyers $60,000 for these services up to the date of this Prospectus, of which $40,000 has been paid. O’Loughlins Lawyers has or may receive professional fees at their normal rates for other legal work for the Company.

Dr Tim Hopwood will receive professional fees of $38,000 for the provision of the Independent Geologist’s Report which has been included in this Prospectus.

Mining Title Services Pty Ltd will receive professional fees of $6,000 for the provision of the Independent Tenement Report which has been included in this Prospectus.

Boardroom Pty Limited has agreed to provide share registry services to the Company in accordance with a detailed schedule of fees listed in its ‘Proposal to Gossan Hill Gold Limited for Share Registry Services’ dated 11 April 2011.

Spencer Hamilton Limited has agreed to provide corporate advisory services to the Company in accordance with a detailed schedule of fees listed in its Letter Agreement dated 4 November 2011 (a summary of which is contained in the Investment Overview).

10.8 Consents

Each of the parties referred to in this Section 10.8:

a. does not make, or purport to make, any statement in this Prospectus or on which a statement made in this Prospectus is based, other than as specified in this Section 10.8; and

b. to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section 10.8.

BDJ Partners has given its written consent to the inclusion in Section 7 of this Prospectus of its Independent Accountant’s Report and to all statements referring to that

report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Dr Tim Hopwood has given his written consent to the inclusion in Section 5 of this Prospectus of his Independent Geologist’s Report and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Mining Title Services Pty Ltd has given its written consent to the inclusion in Section 8 of this Prospectus of its Independent Tenement Report and to all statements referring to that report in the form and context in which they appear and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Boardroom Pty Limited has given and, as at the date hereof, has not withdrawn its written consent to be named as Share Registry in the form and context in which it is named. Boardroom Pty Limited has had no involvement in the preparation of any part of this Prospectus other than being named as Share Registry to the Company. Boardroom Pty Limited has not authorised or caused the issue of any part of this Prospectus.

Furthermore, each of the following has consented in writing to being named in this Prospectus in the capacity as noted below and has not withdrawn such consent prior to the lodgement of this Prospectus with ASIC:

• BDJ Partners as Auditors and Independent Accountants;

• O’Loughlins Lawyers as Solicitors to the Company;

• Dr Tim Hopwood as Independent Geologist;• Mining Title Services Pty Ltd as Independent

Tenement Consultant; • Boardroom Pty Limited as Share Registry; • Spencer Hamilton Limited as Corporate Adviser;

and

• Carbine Tungsten Limited as Sponsoring Company

Copies of the consents to the issue of this Prospectus are available for inspection, without charge, at the registered office of the Company. There are a number of other persons referred to in this Prospectus who are not experts and who have not made statements included in this Prospectus nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in this Prospectus and did not authorise or cause the issue of this Prospectus.

10.9 Details of the Existing Shareholders

The Shareholders in the Company prior to this Offer are as follows:


Carbine Tungsten Limited 16,500,000Dr Leon Pretorius 1,550,000Willowood Corporate Pty Ltd 1,500,000Golden Reef Enterprises Pty Ltd <Super Fund A/C> 400,000Drab Investments Pty Ltd <Family A/C> 300,000Vadlamudi Medical Pty Ltd <Ramineni Super Fund A/C> 250,000Baglora Pty Ltd <Mott Family Super Fund A/C> 200,000Diana Josephine Batten & Robert Hunter Thomas Landale <Landtem Super Fund A/C> 200,000Patricia Angela Gatto 200,000Spencer Hamilton Limited 100,000Keptwo Pty Ltd <Keppo Super Fund A/C> 100,000Warinco Services Pty Ltd <Waring Super Fund A/C> 100,000Darcy Milburn 100,000Taupo Energy Pty Ltd <Lewis Super Fund A/C> 100,000Shammah Pty Ltd <Kimball J Andrews Investment Trust A/C> 100,000The Gatto Family Trust 100,000Lloyd Hinton Hamilton 100,000Agaiva Holdings Pty Ltd <Agaiva Holdings S/F A/C> 100,000

10.10 Employee Performance Share Plan

The Company has established the ‘Gossan Hill Gold Limited Awards Plan 2011’ (Plan) to assist in the attraction, retention and motivation of employees of the Company and its related bodies corporate (Group). A summary of the Rules of the Plan is set out below.

All Directors and employees (full and part-time) will be eligible to participate in the Plan, after 12 months’ continuous service (which requirement may be waived by the Board).

The allocation of Options and invitations to participate in the Plan in respect of Performance Rights (being rights to acquire Shares subject to satisfaction of certain performance hurdles relating to the performance of the Group within a certain period (as specified in the invitation)) to each employee is in the discretion of the Board. If permitted by the Board, Options or Performance Rights may be issued to an employee’s nominee.

Each Option is to subscribe for one fully paid ordinary share in the Company and the Options and Performance Rights will expire 7 years from their date of issue (or such earlier date determined by the Board prior to their offer). Subject to any specified exercise conditions, performance hurdles and the Company’s Securities Trading Policy, Options or Performance Rights are exercisable at any time from their date of issue. Options and Performance Rights will be issued free unless the Board decides otherwise. The exercise price of Options will be the amount determined by the Board and will not be less than 80% of the market value of the Shares.

The total number of shares the subject of Options or Performance Rights issued under the Plan, when aggregated with issues during the previous 5 years pursuant to the Plan and any other employee share scheme, must not exceed 5% of the Company’s issued share capital. If, prior to the expiry date of Options or satisfaction of performance hurdles of Performance Rights, an employee’s employment is terminated other than for retirement, total and

permanent disablement, redundancy or death (Specified Reasons) the Options or Performance Rights held by that person (or that person’s nominee) will automatically lapse, but if terminated for a Specified Reason, the Options or Performance Rights held by that person (or that person’s nominee) must be exercised within three months after the termination or such longer period determined by the Board (but prior to the expiry date of options) otherwise they will automatically lapse.

Except with the consent of the Board, Options and Performance Rights may not be transferred. Options or Performance Rights will not be quoted on or by ASX. Shares issued as a result of the exercise of Options or Performance Rights will rank equally with the Company’s previously issued shares. Holders may only participate in new issues of securities by first exercising their Options or Performance Rights.

If there is a bonus share issue to the holders of shares, the number of shares over which an Option or Performance Right is exercisable will be increased by the number of shares which the holder would have received if the Option or Performance Right had been exercised before the record date for the bonus issue. If there is a pro rata issue (other than a bonus share issue) to the holders of shares, the exercise price of an Option will be reduced in accordance with the formula provided in the Listing Rules. If there is a reorganisation of the issued capital of the Company, unexercised Options and Performance Rights will be reorganised in accordance with the Listing Rules. The Board may amend the Plan subject to the requirements of the Listing Rule.

10.11 Documents Available for Inspection

Copies of the following documents may be inspected free of charge at the registered office of the Company during normal business hours:

a. the Constitution of the Company; andb. the consents referred to in Section 10.8 of this

Prospectus.


10.12 Governing Law

This Prospectus and the contracts that arise from the acceptance of the Applications are governed by the laws applicable in the State of New South Wales and each applicant submits to the exclusive jurisdiction of the courts of the State of New South Wales.

10.13 Electronic Prospectus

Pursuant to Class Order 00/44, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus on the basis of a paper prospectus lodged with ASIC and the issue of securities in response to an electronic application form subject to compliance with certain provisions. If you have received this Prospectus as an electronic prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please email the Company at [email protected] and the Company will send to you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

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 Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered. In such case, the Application Monies received will be dealt with in accordance with Section 722 of the Corporations Act.

10.14 Definitions

In this Prospectus, unless the context otherwise requires:“A$” and “$” means Australian dollars, unless otherwise stated.“Applicant” means a person who submits an Application.“Application” means a valid application to subscribe for Shares.“Application Form” means the Priority Application Form or the Public Application Form contained in or accompanying this Prospectus or a copy of an Application Form contained in or accompanying this Prospectus or a direct derivative of an Application Form which is contained in or accompanies this Prospectus.“Application Monies” means twenty cents, being the amount payable in respect of each Share under the Offer.“ASIC” or “Commission” means Australian Securities and Investments Commission.“ASX” means ASX Limited (ACN 008 624 691).“ASX Settlement” means ASX Settlement Pty Ltd (ACN 008 504 532)“ASX Settlement Operating Rules” means the operating rules of ASX Settlement.“Board of Directors” and “Board” means Board of Directors of the Company unless the context indicates otherwise.“Business Day” means a day on which the trading banks are open in Sydney, New South Wales.“Bright Star Resources” means Bright Star Resources Limited (ACN 121 985 395).“Bright Star Resources Shareholder” means a shareholder in Bright Star Resources.“Carbine Tungsten” means Carbine Tungsten Limited (ACN 115 009 106).“Carbine Tungsten Shareholder” means a shareholder in Carbine Tungsten.“CHESS” means ASX Clearing House Electronic Sub registry System.“Closing Date” means the date on which the Public Offer closes.

“Company” means Gossan Hill Gold Limited (ACN 147 329 833).“Completion of the Offer” means the allotment of at least 20 million Shares offered under this Prospectus.“Corporations Act” means the Corporations Act 2001 of Australia.“Directors” means the directors of the Company unless the context indicates otherwise.“EL” and “Exploration Licence” means an area granted under the Mining Act in respect to mineral exploration.“ELA” and “Application for Exploration Licence” means an Exploration Licence application.“email” means an electronic mail service that allows users to send and receive messages via the Internet.“EDST” means Eastern Daylight Saving Time as applicable in Sydney, New South Wales and references to time in this Prospectus are references to EDST.“Exposure Period” means the period of seven days (or longer as ASIC may direct) from the date of lodgement of this Prospectus with ASIC.“Gossan Hill Gold” means Gossan Hill Gold Limited (ACN 147 329 833).“HIN” means holder identification number.“Issue” means the issue of Shares pursuant to this Prospectus.“Issuer Sponsored” means securities issued by an issuer that are held in uncertificated form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.“JORC” means the Joint Ore Reserves Committee of The Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia.“JORC Code” means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.“Listing Date” means the date the Company is admitted to the Official List.“Listing Rules” means listing rules of ASX.“Mining Act” means the Mining Act 1992 of New South Wales.“Offer” means the invitation to apply for Shares pursuant to this Prospectus.“Offer Period” means period commencing on the Opening Date and ending on the Priority Offer Closing Date in respect of the Priority Offer and the Closing Date in respect of the Public Offer.“Official List” means the Official List of ASX.“Opening Date” means the date immediately following the expiry of the Exposure Period.“Option” means an option to acquire a Share.“Participant” means a participant for the purpose of CHESS.“Priority Application Form” means the priority application form attached to or accompanying, and forming part of, this Prospectus.“Priority Offer” means the priority offer made to Carbine Tungsten Shareholders, Robust Resources Shareholders and Bright Star Resources Shareholders on the terms set out in Section 1.5 of this Prospectus.“Priority Offer Closing Date” means the date on which the Priority Offer closes.“Prospectus” means this disclosure document.“Public Application Form” means the public application form attached to and forming part of this Prospectus.“Public Offer” means the offer to the public on the terms set out in Section 1.6 of this Prospectus.“Quotation” means quotation of the Shares on the Official List.“Robust Resources” means Robust Resources Limited (ACN 122 238 813).“Robust Resources Shareholder” means a shareholder in Robust Resources.“Share” means a fully paid ordinary share in the capital of the Company.“Shareholder” means a holder of Shares in the Company.“Subsidiary” means the same as that term is defined under section 9 of the Corporations Act.“Tenement” means an Exploration Licence or any other form of mineral licence or title held or applied for by the Company or in which the Company has an interest.


10.15 Directors’ Consent

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements by the Directors in this Prospectus are not misleading or deceptive and that with respect to any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making those other statements were competent to make such statements, those persons having given their consent to the issue of this Prospectus and not withdrawn that consent before lodgement of this Prospectus with ASIC, or to the Directors’ knowledge, before any issue of Shares pursuant to this Prospectus. The Prospectus is prepared on the basis that certain matters may be reasonably expected to be known to likely investors or their professional advisers.

Each of the Directors has consented in writing to the lodgement of this Prospectus with ASIC and has not withdrawn that consent.

Dated: 24 February 2012

Signed for and on behalf of the Company

Andrew H White Executive Chairman


direCTors

Dr Andrew White Executive Chairman

Dr Leon Pretorius Non-executive Director

Mr Andrew James (Jim) Morgan Non-executive Director

Mr Robert Waring Non-executive Director

Company seCreTary

Robert Waring

regisTered offiCe and prinCipaL offiCe

Suite 505, 35 Lime Street, Sydney NSW 2000

Telephone: 02 9279 1252

Facsimile: 02 9279 2727

Website: www.gossanhillgold.com.au

Email: [email protected]

share regisTry

Boardroom Pty Limited

GPO Box 3993

Sydney, NSW 2001

proposed asx Code

GOS

Corporate Directory

audiTors and independenT aCCounTanTs

BDJ Partners

Level 13, 122 Arthur Street, North Sydney NSW 2060

PO Box 1664, North Sydney NSW 2059

soLiCiTors To The Company

O’Loughlins Lawyers

Level 2, 99 Frome Street

Adelaide SA 5000

independenT TenemenT ConsuLTanT

Mining Title Services Pty Ltd

9 Kinsellas Drive

Lane Cove North NSW 2066

independenT geoLogisT

Dr Tim Hopwood

PO Box 6255

Fairfield Gardens Qld 4103

CorporaTe adviser

Spencer Hamilton Limited

Suite 305, Level 3

4 Bridge Street

Sydney NSW 2000


APPLICATION FORM

REMOVED FOR EXPOSURE PERIOD

Diamond core drilling at Magnesite Hill, EL 6648, 2010

gossan hill gold prospectus

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