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NOAH
RESOURCES NL
ACN 118 913 232

Prospectus 2007

For the issue of up to 15,000,000 Shares at an issue price of 20 cents each to raise up to $3,000,000 with a minimum subscription of 12,500,000 shares at an issue price of 20 cents each to raise a minimum of $2,500,000. Important Notice This is an important document which should be read in its entirety. Please consult your professional adviser(s) if you have any questions. The Shares offered by this Prospectus should be regarded as speculative. The Offer is not Underwritten

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Contents
Corporate Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Investment Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Important Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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Chairmans Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Section 1.

Details of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Section 2. Business and Projects Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Section 3.

Board and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Section 4.

Independent Geologists Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Section 5.

Independent Solicitors Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

Section 6.

Independent Accountants Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

Section 7.

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

Section 8.

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

Section 9.

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

Section 10. Directors Statement and Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

Application Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91

Corporate Directory
Directors Company Secretary Principal Place of Business & Registered Office Corporate Adviser Brian Thomas - Chairman (Non Executive) Paul Davey - Director (Non Executive) Mart Rampe - Director (Non Executive) Jay Stephenson Level 2, 37 St Georges Terrace PERTH WA 6000 Tel: (61 8) 9225 2800 Fax: (61 8) 9325 4311 Montagu Corporate Pty Ltd Level 1, 37 St Georges Terrace Perth WA 6000 Tel: (61 8) 9225 2803 Fax: (61 8) 9325 7099 Montagu Stockbrokers Pty Ltd Level 2, 37 St Georges Terrace Perth WA 6000 Tel: (61 8) 9225 2800 Fax: (61 8) 9325 4311 Christensen Vaughan Level 1, 16 St Georges Terrace Perth WA 6000 Tel: (61 8) 9323 0999 Fax: (61 8) 9323 0900 GJN Enterprises Pty Ltd trading as Geos Mining 206/20 Dale Street Brookvale NSW 2100 Tel: (61 2) 9939 3233 Fax: (61 2) 9939 3211 William Buck (WA) Pty Ltd Level 3, 83 South Perth Esplanade South Perth WA 6151 Tel : (61 8) 9474 1388 Fax : (61 8) 9367 8233 William Buck Assurance Services (WA) Pty Ltd Level 3, 83 South Perth Esplanade South Perth WA 6151 Tel : (61 8) 9474 1388 Fax : (61 8) 9367 8233 Advanced Share Registry Services 110 Stirling Hwy Nedlands WA 6009 Tel : (61 8) 9389 8033 Fax : (61 8) 9389 7871 NOA

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Sponsoring Broker Solicitors to the Company Independent Geologist Independent Accountant Auditor

Share Registry Proposed ASX code

Investment Summary
INVESTMENT HIGHLIGHTS
n

Noah Resources NL is an Australian company established in March 2006 for the purpose of conducting base metal and gold exploration in the Lachlan Fold Belt of southern New South Wales. Noah is seeking to raise $3 million dollars by issuing the public 15,000,000 Shares at 20 cents per Share (with a minimum subscription requirement of 12,500,000 Shares to raise $2.5 million). Following the IPO, Noah will have a market capitalisation (on an undiluted basis) of approximately $3 million (assuming maximum subscription at the offer price of 20 cents per Share) with approximately $2.72 million in cash, equating to a cash backing of 18 cents per Share. Noah has the right to earn up to a 70% interest in Monaro Mining NLs Mount Paynter and Wymah tenements. It has a 100% interest in the Yarrara Reefs, Carboona and Ournie tenements. The total area covered by the exploration titles is approximately 659 km2. Noahs exploration targets include molybdenum and tungsten, tin and gold. Deposits of tungsten, tin and gold are known within the tenements, and historical mining and exploration has been undertaken on all the tenements. The majority of the board have a record of success in mineral and resource exploration in Australia and abroad.

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Figure 1: Project Locations

PRO-FORMA CAPITAL STRUCTURE Noah Resources pro-forma capital structure on completion of the Offer is summarised below reflecting both the minimum and maximum subscription positions: Note
Shares (Ordinary) Presently on issue Now offered under this Prospectus Issued Share Capital (Ordinary) (undiluted) Partly Paid Shares Presently on issue Options Presently on issue Total Issued Share Capital (diluted) 18,800,000 21,300,000 iii 1,000,000 1,000,000 ii 5,000,000 5,000,000 12,800,000 15,300,000 i

Minimum Subscription
300,000 12,500,000

Maximum Subscription
300,000 15,000,000

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Notes:

INDICATIVE TIMETABLE
Lodgement of the Prospectus with ASIC Offer opens Offer closes Expected dispatch of holding statements 22 October 2007 30 October 2007 26 November 2007 10 December 2007

i. The rights attaching to the Shares are summarised in

Section 9.2. Under the Monaro Farmin and Joint Venture Agreement, the Company has agreed to accept applications received from Monaro Mining NL or its shareholders for up to 2,500,000 Shares offered under this Prospectus. The key terms of the Monaro Farmin and Joint Venture Agreement are summarised in the Independent Solicitors Report contained in Section 5, and in particular in Schedule 2 of that report.

Quotation of Shares on ASX expected to commence 14 December 2007

ii. The terms of the Partly Paid Shares are set out in Section

9.4. It is anticipated that these Partly Paid Shares will be classified as restricted securities by the ASX.

iii. The Options have an exercise price of 20 cents each and


expire three years after the date the Companys Shares are admitted to quotation on the ASX. The terms of the Options are set out in Section 9.3 and it is anticipated that these Options will be classified as restricted securities by the ASX.

The dates are indicative only and may vary. Noah Resources reserves the right to close the Offer early or to extend the Closing Date without prior notice which may have a consequential impact on other dates. Applicants are therefore encouraged to submit Applications as soon as possible after the Opening Date.

Important Important Notice Notice


GENERAL This Prospectus dated 22 October 2007 has been issued by Noah Resources NL and was lodged with the ASIC on that date. Neither the ASIC nor ASX take any responsibility for the content of this Prospectus or the merits of the investment to which this Prospectus relates. Noah Resources will apply for the Shares offered by this Prospectus to be listed for quotation by the ASX within 7 days after the date 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. No person is authorised to provide any information or make any representation in connection with the Offer contained in this Prospectus which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer. RESTRICTIONS ON DISTRIBUTION OF THIS PROSPECTUS Prospectus may only be made by: completing and returning an Application Form which is included in the paper version of this Prospectus; or downloading the Electronic Prospectus and Application Form in their entirety from the Companys website and completing and returning the Application Form. The Corporations Act prohibits passing to another person the Application Form unless it is attached to or accompanies a 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. If you view an electronic copy of this Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Form before applying for the Shares offered by this Prospectus. If you have not, please contact the Company to obtain a paper copy of this Prospectus free of charge. RISK FACTORS It is important that you read this Prospectus carefully, in its entirety and seek professional advice where necessary before deciding to invest in the Company. In particular, in considering the prospects for the Company, you should consider the risk factors that could affect the performance of the Company. The key risk factors of which investors should be aware and consider are described in Section 8. The Offer does not take into account your investment objectives, financial situation and particular needs. Accordingly, you should carefully consider the risk factors in light of your personal circumstances and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. The Shares, the subject of this Prospectus should be considered speculative. EXPOSURE PERIOD

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No Application Form which forms part of this Prospectus should be made available to any person unless it is attached to or provided with a full copy of the Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes (including nominees, trustees and custodians) should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to do so. This Prospectus has been prepared to conform to the requirements of the securities laws in Australia. 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.

This Prospectus is subject to an Exposure Period of 7 days from the date of lodgement of the Prospectus with the ASIC. This period may be extended by the ASIC for a further period ELECTRONIC PROSPECTUS of 7 days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior This Prospectus is available in a paper version and as an to the raising of funds. Potential investors should be aware Electronic Prospectus. The electronic version can be found that this examination may result in the identification of on the Companys website at www.noahresources.com.au. deficiencies in the Prospectus and, in those circumstances, The Offer pursuant to an Electronic Prospectus is available any Application for Shares that has been received may only to persons receiving this Prospectus in electronic form need to be dealt with in accordance with Section 724 of the within Australia as the Shares have only been qualified for Corporations Act. issuance in Australia. Applications for Shares offered by this

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Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge Applications before the expiry of the Exposure Period and all Applications received during the Exposure Period will be treated as if they were simultaneously received on the Opening Date. GLOSSARY

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary at the end of this Prospectus.

Chairmans Letter

NOAH
RESOURCES NL

For personal use only

Dear Investor

On behalf of the Directors, I am pleased to present this Prospectus and to offer you the opportunity to invest in Noah Resources NL. Noah Resources is seeking to raise up to $3 million by issuing up to 15 million shares (with a minimum subscription of $2.5 million) for exploration on existing mining tenements and, if considered appropriate, the acquisition of new interests.

Noah Resources was formed to prospect for tin, tungsten, molybdenum and gold from tenements located in the Lachlan Fold Belt of southern New South Wales. As part of this objective, the Company has entered into a joint venture arrangement with Monaro Mining NL in relation to the Mt Paynter and Wymah projects and has acquired three other tenements in surrounding areas. Under the joint venture with Monaro Mining NL the Company has the right to earn up to a 70% interest in the Mt Paynter and Wymah tenements by sole funding $400,000 in exploration expenditure within four years (subject to the election of Monaro to commence contributing to joint venture expenditure after Noah has earned a 50% interest by meeting exploration expenditure of $200,000 within two years).

A shareholding in Noah Resources will provide exposure to what the Directors consider to be strategically located and prospective projects at a time when demand for tin, tungsten and molybdenum in particular remains high. The Company has assembled an experienced and well credentialed Board of Directors and intends to engage Harvest Exploration Pty Ltd as the technical team to drive the exploration and development process forward. The Board is excited about the Companys future and, on their behalf, I commend the issue to you and look forward to working with you as a shareholder of Noah Resources and to your participation in the Companys activities.

Yours sincerely

Brian Thomas Chairman

1. Details of the Offer

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1.1 The Offer By this Prospectus, the Company invites investors to apply for a total of 15,000,000 Shares at an issue price of 20 cents each to raise up to $3,000,000, before costs of the Offer. Completion of the Offer under this Prospectus is subject to:

1.3 Use of Funds Noah plans to expend $1.5 million on exploration and drilling over its first two years as set out in the table below. As noted below, in the event that only the minimum subscription is reached, the Directors will reduce the exploration expenditure by $250,000. Further details on the intended drilling and exploration programs are set out in Sections 2 and 4 of this Prospectus. Funds raised from the Offer will be disbursed as follows:
Application Minimum Subscription $2,500,000 Maximum Subscription $3,000,000

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the Company receiving valid Applications for not less than 12,500,000 Shares to raise $2,500,000; and

official quotation of the Companys Shares on the ASX.

If these conditions are not met, all application monies received will be repaid to Applicants without interest in accordance with the Corporations Act. From their date of issue, all Shares offered under this Prospectus will be issued as fully paid shares and will rank equally with existing Shares. Details of the rights attaching to the Shares are set out in Section 9.2 of this Prospectus. Applications must be made on the Application Form enclosed with this Prospectus and all application monies are payable in full on application. Under the joint venture with Monaro Mining NL, the Company has undertaken to accept applications from Monaro and its shareholders for up to 2,500,000 Shares pursuant to this Prospectus. This will not be undertaken pursuant to any entitlement offer or issue. Acceptance of applications from Monaro and its shareholders will be subject to the discretion of the directors of the Company, however the Company will meet the undertaking given to enable up to 2,500,000 Shares to be subscribed for by Monaro and its shareholders.

Drilling and exploration projects Year 1 Drilling and exploration projects - Year 2 Expenses of the Offer Corporate administration Working capital Total Funds Applied

$475,000 $775,000 $300,000 $520,000 $430,000 $2,500,000

$550,000 $950,000 $330,000 $520,000 $650,000 $3,000,000

As at the date of this Prospectus the proposed budget and work plan are considered by the Directors to be reasonably stated and a fair estimate. It should be noted that the budgets of the Company will be subject to modification on an ongoing basis having regard to a number of factors, including: the ongoing results obtained from the proposed exploration and drilling programs; and periodic re-assessment of underlying geological factors, including the exploration results of other regional explorers. The Directors are satisfied that upon completion of the Offer, the Company will have sufficient working capital to meet the stated purpose of the Offer (refer to Section 1.2 of this Prospectus) and carry out the proposed work plan over the next two years. It is possible that the Company may require additional funding in respect of or to accelerate exploration of a specific project. If so, the Directors may as appropriate, consider all forms of funding including joint venture funding or share placements. It is also possible that future acquisitions that may be contemplated may exceed the current or projected financial resources of the Company and it is expected that these acquisitions would need to be funded by project finance and/or equity issues (subject to Shareholders approval where appropriate).

1.2 Purpose of the Offer The purpose of the Offer is to provide Noah Resources with funding to: undertake a joint venture with Monaro Mining NL for the exploration of molybdenum, tin and tungsten prospects at the Mount Paynter and Wymah projects located in the Lachlan Fold Belt of southern New South Wales; undertake further exploration of Noahs solely owned tenements, namely Yarrara Reefs, Carboona and Ournie which are also prospective for gold; to facilitate the listing of the Companys Shares on the ASX; and

to provide working capital to meet the costs of the Offer and the general operating costs of the Company

1.4 Capital Structure The capital structure following completion of the Offer is set out in the Investment Summary section of this Prospectus under the heading Pro Forma Capital Structure. 1.5 Application for Shares

application. An Application will be deemed to have been accepted by the Company upon allotment of the Shares. If the Application Forms are not completed correctly, or if the accompanying payment of the application monies is for the wrong amount, it may still be treated as valid. The Directors decision as to whether to treat the Application as valid and how to construe, amend or complete the Application Forms is final. However, an Applicant will not be treated as having applied for more Shares than is indicated by the amount of the cheque for the application monies. No brokerage or stamp duty is payable by Applicants in respect of Applications for Shares under this Prospectus. 1.6 Allocation and Allotment of Shares No allotment of Shares will occur until the conditions referred to in Sections 1.1, 1.8 and 1.10 are satisfied. Subject to the commitment to make available to Monaro Mining NL and its shareholders up to 2,500,000 Shares offered hereunder, the acceptance of Applications and the allocation of Shares is at the discretion of the Directors of Noah Resources and the Company reserves the right to reject any Application or to allocate to any Applicant fewer Shares than the number applied for. The Company also reserves the right to reject or aggregate multiple applications in determining final allocations. In the event an Application is not accepted or accepted in part only, the relevant portion of the application monies will be returned to Applicants, without interest, as soon as reasonably practicable after the issue of Shares to successful Applicants under this Prospectus. The Company reserves the right not to proceed with the Offer or any part of it at any time before the allocation of the Shares to Applicants. If the Offer or any part of it is cancelled, all application monies, or the relevant application monies will be refunded without interest. The Company also reserves the right to close the Offer or any part of it early, or extend the Offer or any part of it, or accept late Applications Forms either generally or in particular cases. The allotment of Shares to Applicants and dispatch of holding statements will occur as soon as practicable after the Offer closes, subject to achieving the minimum subscription and quotation of the Shares on the ASX. It is the responsibility of Applicants to determine their allocation prior to trading in the Shares. Applicants who sell Shares before they receive their statement of shareholding will do so at their own risk.

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To apply for Shares offered under this Prospectus, you may only do so by: completing the Application Form which accompanies a paper copy of this Prospectus in accordance with the instructions on that form; or

downloading the Prospectus and Application Form in their entirety from the Companys website at www.noahresources.com.au and completing the Application Form in accordance with the instructions on that form.

Application Forms must be accompanied by a cheque in Australian dollars, for the full amount of your application monies. Cheques must be made payable to Noah Resources NL Application Account and crossed Not Negotiable. Completed Application Forms and accompanying cheques must be received by the Company no later than 5.00 pm (WST) on the Closing Date: By Delivery to: Noah Resources NL Level 2, 37 St Georges Terrace PERTH WA 6000 By Post to: Noah Resources NL PO Box Z5005 PERTH WA 6831

Applications must be for a minimum of 10,000 Shares (being minimum application monies of $2,000), and thereafter in multiples of 2,500 Shares ($500). Please refer to the instructions on the back of the Application Form when completing your Application.

The Company reserves the right to extend the Offers or close the Offers early without notice. Applicants are therefore urged to lodge their Application Forms as soon as possible.

An original, completed and lodged Application Form, together with a cheque for the application monies, constitutes a binding and irrevocable offer to subscribe for the number of Shares specified in the Application Form. An Application Form does not need to be signed to be a valid

1.7 Application Money Held in Trust

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All application monies will be deposited into a separate bank account of the Company and held in trust for Applicants until the Shares are issued or application monies returned. 1.11 Chess Any interest that accrues will be retained by the Company The Company will apply to the ASX to be admitted to and will not be paid to Applicants. participate in CHESS in accordance with the ASX Listing 1.8 Minimum Subscription Rules and the ASTC Settlement Rules. On admission to CHESS, the Company will operate an electronic issuerThe minimum subscription to be raised under this sponsored sub-register and an electronic CHESS sub Prospectus is $2,500,000 by the issue of a minimum register. The two sub-registers together will make up the of 12,500,000 Shares. The Company will not accept Companys principal register of securities. oversubscriptions. The maximum amount which may be raised under this Prospectus is therefore $3,000,000 by the The Company will not issue certificates to shareholders. issue of a maximum of 15,000,000 Shares. Instead, shareholders who elect to hold their Shares on the issuer-sponsored sub-register will be provided with a No Shares will be issued pursuant to this Prospectus until holding statement (similar to a bank account statement), the minimum subscription has been achieved. Should the which sets out the number of Shares issued to them under minimum subscription not be reached within 4 months this Prospectus. For shareholders who elect to hold their after the date of this Prospectus, all applications monies will Shares on the CHESS sub-register, the Company will provide be dealt with in accordance with the Corporations Act. an advice that sets out the number of Shares issued to them 1.9 Dividend Policy under this Prospectus and, at the end of the month following Shares issued pursuant to this Prospectus will rank equally the issue, CHESS (acting on behalf of the Company) will for dividends with all existing Shares from the date of provide those shareholders with a holding statement that allotment. It is unlikely that the Company will be in a confirms the number of Shares issued. A holding statement (whether issued by CHESS or the Company) will also provide details of a shareholders Holder Identification Number (in the case of the holding on the CHESS sub-register) or Shareholder Reference Number (in the case of a holding on the issuer-sponsored sub-register). Following distribution of these initial holding statements, a holding statement will only routinely be provided at the end of any subsequent month during which the balance of the shareholders holding of Shares changed. 1.12 Escrow Provisions Securities on issue at the date of this Prospectus may be subject to the restricted security provisions of the Listing Rules. Accordingly, a proportion of such securities, as determined by the ASX, may be required to be held in escrow for up to 24 months and may not be transferred, assigned or otherwise disposed of during that period. The Directors anticipate that 4,500,000 Partly Paid Shares and the 1,000,000 Options currently on issue to the promoters of the Company and Montagu Capital Ltd respectively will be subject to escrow of between 12 and 24 months from listing as determined by the ASX.

merits of the Company or the Shares. The ASX, its officers and employees, take no responsibility for the contents of this Prospectus.

position to pay dividends in the foreseeable future. Subject to the Company achieving sustained profitability, the Directors will consider paying dividends, subject to available cash flow and capital requirements allow. 1.10 ASX Listing

The Company will apply to the ASX within 7 days after the date of this Prospectus for admission to the Official List and for Official Quotation of the Shares, other than those existing Shares that the ASX is likely to treat as restricted securities as defined in the ASX Listing Rules. Application will not be made to list the Partly Paid Shares that are on issue at the date hereof however, in the event those Partly Paid Shares are fully paid up then, application will be made to list the same on the ASX. If the Shares are not admitted to official quotation within 3 months after the date of this Prospectus, none of the Shares offered by this Prospectus will be allotted or issued. In that circumstance, all application monies will be refunded without interest in accordance with the Corporations Act. The fact that the ASX may admit the Company to the Official List is not to be taken in any way as an indication of the

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1.13 Electronic Prospectus This Prospectus is available online at: www.noahresources.com.au 1.14 Investment Risks The business of the Company involves mineral exploration and investment in mining tenements and accordingly, investments in the Shares offered by this Prospectus should be considered speculative. The key risks associated with an investment in the Company are outlined in Section 8 of this Prospectus. 1.15 Sponsoring Broker Fees

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Montagu Stockbrokers Pty Ltd and Montagu Corporate Pty Ltd (together, Montagu) have been appointed Sponsoring Broker to the Offer and Corporate Adviser to the Company. Montagu will receive a placement fee of 5% and a management fee of 1% of the total funds raised under the Offer. Montagu will pay a negotiated fee in respect to applications accepted by the Company to third party member organisations of the ASX, licensed security dealers or holders of an Australian Financial Services Licence. Any such negotiated fee will be paid by Montagu out of its placement fee.

In addition, the Company has issued 1,000,000 Options to Montagus holding company, Montagu Capital Ltd the terms of which are set out in Section 9.3. Various persons associated with Montagus have been issued Partly Paid Shares as disclosed in Section 9.5.2. Further details of the fees and terms of the appointment are summarised in Section 9.5.1 of this Prospectus.

No brokerage or commission is payable by Applicants in respect of Shares issued pursuant to this Prospectus. 1.16 Underwriting

The Offer is not underwritten.

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2. Business and Projects Review

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2.1 Company Background Noah Resources is a newly established exploration company with a focus on polymetallic tin, tungsten, molybdenum, gold and base metals exploration in the highly prospective Lachlan Fold Belt of southern New South Wales. The initial focus will be on molybdenum, tin and tungsten exploration.

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In July 2007, Noah was granted exploration licenses in the adjoining areas of Yarrara Reefs, Carboona and Ournie. In August 2007, the Company signed an agreement to enter into a farmin and joint venture with Monaro Mining NL in relation to the Mt Paynter and Wymah tenements (Monaro Farmin and Joint Venture Agreement) which is summarised in the Solicitors Report in Section 5 of this Prospectus. Noah seeks to raise between $2.5 million and $3 million under this Prospectus which will be used to fund the first two years of exploration expenses (as further particularised in Section 2.3), costs of the Offer, corporate administration and working capital. 2.2 Project Overview

The tenements are located within the Lachlan Fold Belt which is a world renowned mineral province. Mineral deposits found within the belt include the Cadia-Ridgeway gold deposit, the Cobar polymetallic and gold deposits, the Ardlethan tin field and the Woodlawn, Captains Flat and Lewis ponds zinc-lead deposits to name a few. The location of the tenements in which the Company has an interest within the Lachlan Fold Belt is illustrated in figure 1. The Monaro Farmin and Joint Venture Agreement was entered into to explore for molybdenum, tin and tungsten within the Mt Paynter and Wymah tenements and allows Noah to earn up to a 70% interest in those tenements by sole funding expenditure of $400,000 (see Note i in the table below). As at the date of this Prospectus, Noah has not earned an interest in the Mt Paynter and Wymah Tenements nor has it commenced any exploration thereon. Noah holds a 100% interest in the Yarrara Reefs, Carboona and Ournie exploration licences. Investors should refer to the Independent Geologists Report in Section 4 for a more detailed and comprehensive assessment of the relevant tenements. Additionally, further details of the Monaro Farmin and Joint Venture Agreement are contained in the Independent Solicitors Report in Section 5, and in particular in Schedule 2 of that report.

The five exploration tenements in which Noah Resources has an interest are detailed in the table below. These tenements cover an area of approximately 659 km2 of the highly prospective Lachlan Fold Belt in New South Wales. Project Mount Paynter Wymah Yarrara Reefs Carboona Ournie Total Exploration Licence EL 6356 EL 6694 EL 6828 EL 6829 EL 6830 Area (km2) 39 146 202 182 90 659km2

Interest Up to 70% Farmin (see Note i below) Up to 70% Farmin (see Note i below) 100% 100% 100%

Exploration Target Tungsten and tin Molybdenum, tungsten and tin Gold Lead, tin, tungsten, gold and silver Gold and silver

Notes: i. This is subject to the right of Monaro Mining NL to elect to commence contributing to joint venture expenditure upon Noah earning its initial 50% interest in the relevant tenements. For full details see the Independent Solicitors Report in Section 5 of this Prospectus.

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2.2.1 Mount Paynter Project EL-6356 (Noah earning up to 70%) Mount Paynter is a known tungsten and tin deposit associated with greisens within a shear zone located approximately 100 km from Albury, New South Wales. The project was periodically worked between 1873 and 1918. Operations initially involved the working of alluvials prior to mining of the later discovered primary lodes. Noahs right to earn up to 70% is subject to the election of Monaro to commence contributing to joint venture expenditure upon Noah earning its initial 50% interest.

in turn provides valuable information for planned future exploration activities. Whilst the currently outlined lode may not be sufficient to justify exploitation as a stand alone operation, it nevertheless serves as a strategic resource to be built upon. It is considered by the Directors that the exploration potential of the project is enhanced due to the following geological features: Firstly, analysis of available drill core has identified mineralisation in secondary structures comprising of scheelite bearing greisenous veins which have for the most part, been overlooked in the past. These intermittent structures could host significant additional mineralisation in addition to the main identified lode; and Secondly, other lodes which have already been delineated by rockchip sampling and costeaning, but only limited drilling, also represent good exploration potential. These include: - The Wolfram Lode is a 0.5 metre wide lode with reported analyses of 0.05%Sn and 0.42%W. This major structure has not been drill tested and has the potential to host numerous but as yet undetected mineralised shoots; - The Hillside lode is a 270 metre long and 2 metre wide tin rich lode where surface rock chip sampling has yielded analyses averaging 0.14 1.06%Sn with minor tungsten. To date the lode has not been adequately tested with only two drill holes intersecting the lode over a short distance at 100 metres depth; and - The 150 metre long and 1 metre wide Crawfords Lode is another target of interest which has been identified from costean sampling where rock chip sampling has indicated analyses of 0.67%Sn and 0.05%W. Surface investigations have indicated the presence of three other veins in its vicinity occur which have yet to be tested. 2.2.2 Wymah Project EL-6694 (Noah earning up to 70%) In the opinion of the Directors, the Wymah tenement represents a high quality prospect for molybdenum, tungsten and tin which deserves detailed exploration. Tungsten mineralisation has been worked intermittently at the Wymah project between 1903 and 1973 to produce over 29 tonnes of wolframite concentrates from an estimated

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Substantial exploration by others had been undertaken on this project during the 1980s including the completion of over 20 percussion and diamond drill holes into the main lode. In addition to the drilling, detailed underground sampling along one drive confirmed the presence of a significant tungsten-tin mineralised shoot. Geos Mining, the Independent Geologists under this Prospectus, has estimated an Inferred Resource of 245,000t grading 0.45% tungsten and 0.27% tin (reported in accordance with the JORC Code) in this shoot. The Directors consider significant potential exists for further exploration to add additional mineralisation at depth, along strike and to delineate additional mineralisation from other structures in the vicinity. Initial exploration effort at Mount Paynter will be designed to both expand and upgrade the current resource inventory.

Previous exploration and mining activities have focussed on the main lode which is comprised of a 0.3 to over 2 metre wide altered quartz rich body hosted in an east west shear zone. The lode contains fine grained cassiterite, coarse and fine grained scheelite, arsenopyrite and minor amounts of pyrite, chalcopyrite and sphalerite. In the central parts of the lode, there are known high grade zones of mineralisation where grades exceed 1% tungsten. Scheelite is generally concentrated in greisenous selvedges whilst the cassiterite is mainly confined to the quartz.

Early metallurgical test work from the main lode indicates that a multi-stage process involving flotation, gravity and magnetic separation would be required to allow for separation and sale of two concentrates. However another option is simply to investigate the potential of the sale of a mixed concentrate. Readily available access to the underground workings is considered a significant advantage to the Company in that it provides important exposure of the lodes which

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4,000 tonnes of mined ore. This mineralisation is associated with individual quartz reefs which are typically up to 2 metres in thickness and extend on average over a 150 metre strike length. At least 5 separate reefs are known to exist. The reefs contain wolframite, molybdenite, bismuthinite and native bismuth with reported grades ranging from 0.5% to 1.5%WO3, including 0.1%Mo and 0.18%Bi. Noahs right to earn up to 70%, is subject to the election of Monaro to commence contributing to joint venture expenditure upon Noah earning its initial 50% interest. An area of old tin workings at Mullengandra is believed to be prospective for stockwork style tin mineralisation within a favourable competent stratigraphic unit. A series of narrow 15cm wide sub vertical veins hosted in tension gashes containing coarse cassiterite has been identified and intermittently worked up to the 1970s.
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Yarraras gold reefs were first discovered in 1876 and mined intermittently up until 1937. Some of the deeper workings reached depths of between 40 and 65 metres. Total historical production has been recorded at around 25,000 ounces of gold. Recovered grades were variable but historical reports indicate grades from 16.5gpt (one half of an ounce per tonne) to 459gpt (15oz) per tonne. Limited diamond drilling by previous explorers has intersected encouraging gold values which include: 0.2metres grading 5.8gpt gold from 88.5 metres 1.0metres grading 16.9gpt gold from 94 metres 1.5metres grading 6.28gpt from 124 metres These encouraging drill intersections will require detailed follow up. In addition to the Yarrara reef system, the Billabong reef system, which is located 16km to the north is also worthy of further exploration. This reef system was discovered in 1909 and mined intermittently until 1937. 2.2.4 Carboona Project EL-6829 (Noah 100%) Mineralisation within the Carboona project was initially identified in the 1870s. A wide variety of metals, including lead, tin, tungsten, gold and silver, which are spatially related to granite contacts or to a major shear zone were mined sporadically between 1873 and 1939 in several small lodes. These included the Carboona Lode, the Coppabella group of deposits (base metals in veins up to 1 metre wide), and the Musgrave Lodes (narrow quartz veins located near to a granite contact carrying wolframite, cassiterite and scheelite similar in nature to the Mt Paynter mineralisation). The Horse Creek tin lodes are believed to be on the same controlling structure as Mt Paynter.

The Wymah mineralisation is located in a 3km area that has not had modern day exploration undertaken over it despite it being recognised by previous owners and operators as having significant potential for the discovery of economic mineralisation. The area, which is extensively covered in soil, is thought to be of significant interest as there remains a significant chance that numerous undiscovered additional reefs may exist on the project area. It is anticipated that modern day geochemical and geophysical techniques will be able to discern any potential mineralisation that may be undercover.

Elsewhere in the tenement area, two geochemical anomalies coincident with an aeromagnetic high may indicate the presence of a separate mineralised phase of the Koetong granite, which the Directors consider may be prospective for porphyry style or sheeted vein tungsten and molybdenum. The northern contact zone of the granite also deserves exploration. There is no recorded exploration for gold despite recorded alluvial gold occurrences in this tenement area and known geochemistry favourable for intrusive related gold deposits.

The Carboona lead-silver-fluorite mineralisation was discovered in 1888 has been drill tested but to date only limited amounts of mineralised material has been outlined. BHP mined the deposit between 1918 and 1925 for fluorite 2.2.3 Yarrara Reefs Project with minor credits of lead and silver. Whilst historical drilling, EL-6828 (Noah 100%) Induced Polarisation (IP) and geochemical techniques have The Yarrara Reefs project is considered primarily prospective not identified substantial amounts of mineralisation within for structurally controlled gold mineralisation in sediments. the immediate vicinity of the known mineralisation, there A major northwestsoutheast trending mineralised shear still remains depth potential. In addition, the proximity of zone traversing the tenements provides the main focus for a known base metal deposit indicates that given the right exploration. Modern ground geophysical methods will be structural setting, the potential for the discovery of a large used to locate structures which are believed favourable for ore body is still possible at Carboona. Noah intends to direct exploration to locate such suitable structural settings for hosting gold mineralisation. potentially economic metal accumulations.

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2.2.5 Ournie Project EL-6830 (Noah 100%) The Ournie goldfield contains historic workings for gold and silver hosted in granite. This area, underlain almost entirely by granite, is prospective for intrusive-related gold in stockworks and shears. The field contains two main mineralised vein structures known as the Isabella and Peep ODay workings:

excess of the minimum subscription being applied pro-rata to exploration and drilling activities across the Companys five projects in the same proportions which the minimum subscription is proposed to be applied as set out in the table below. Important Note:

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It is common practice for a company to comment on and discuss exploration in the terms of target size and type. It The Peep ODay reef has been traced for over 700 metres should be noted that the phrase exploration target is not to in a north-south direction. The reef has been worked despite be construed as an estimate of a mineral resource or ore reserve and may be conceptual in nature only. Where that phrase the reef being only a reported 5-60cm thick; and exploration target is used it must be understood there has The Isabella workings extend for approximately 500 been insufficient exploration carried out to define a mineral metres along an east-west reef structure and contains gold resource and there is no certainty that further exploration will in quartz with minor sulphides. result in the determination of a mineral resource. Though the reef systems which have been discovered to Information that relates to exploration herein and targets is date are narrow, their existence nevertheless demonstrates based on information compiled by Brian Thomas and Mart that the host granite may be prospective for larger intrusive Rampe both of whom are Members of the Australian Institute related gold mineralisation previously not recognised. The of Mining and Metallurgy and both of whom are directors of area has been subject to limited modern day exploration the Company. Mr. Thomas and Mr. Rampe each have sufficient and represents good exploration potential for intrusive experience which is relevant to the style of mineralization and related gold deposits. type of deposits under consideration and to the activity the 2.3 Proposed Exploration Budget Company is undertaking to qualify as Competent Persons The following table summarises the proposed exploration as defined in the 2004 edition of the Australasian Code for budget for the first two years, which amounts to $1.5 Reporting of Exploration Results, Mineral Resources and Ore million (assuming the Offer is fully subscribed). The directors Reserves. Both Mr. Thomas and Mr. Rampe consent to the expect exploration expenditure to be reduced by $250,000 inclusion in this Prospectus of the matters based on their for the period if the Company raises only the minimum information and the context in which it appears. subscription amount. Where the Company receives subscriptions for between the minimum and maximum subscription amounts, the funds raised will be used as proposed for the minimum subscription with funds in

Project

Minimum Subscription $2,500,000 Year 1 ($) Year 2 ($) 300,000 175,000 150,000 75,000 75,000 775,000

Maximum Subscription $3,000,000 Year 1 ($) 200,000 100,000 100,000 75,000 75,000 550,000 Year 2 ($) 300,000 200,000 200,000 125,000 125,000 950,000

Mount Paynter Wymah Yarrara Reefs Carboona Ournie Total

200,000 100,000 75,000 50,000 50,000 475,000

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3. Board and Management

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Brian Thomas Chairman (Non-Executive) BSc, MBA, SA Fin, MAusIMM, MAICD Brian is a geologist with over 20 years of mining and exploration industry experience in a broad range of commodities complemented by 12 years in the Australian financial services sector working in corporate stock broking at Morgan Stockbroking and McIntosh Corporate, investment banking with Merrill Lynch, funds management consulting to a private group and at Westpac sourcing mining finance opportunities. He is currently Managing Director of Chrome Corporation Limited and a non-Executive Director of Aragon Resources Limited.

Jay Stephenson Company Secretary FCIS MAICD CMA MBA Jay is a qualified accountant, is a Fellow of the Institute of Chartered Secretaries of Australia, a Member of the Australian Institute of Company Directors and holds a Master of Business Administration. Jay has been involved in business development for 19 years including the past 14 years as director, chief financial officer and company secretary for various listed and unlisted entities in the resources, manufacturing, wine, hotels, and property sectors. He has been involved in business acquisitions, mergers, initial public offerings, capital raisings, business restructuring as well as managing all areas of finance for a range of companies.

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Paul Davey Director (Non-Executive)

Paul has been a director of R & I Electronics, an electronic service company, since 1985. The company is a key service provider to several major international manufacturers and Paul has overseen the continued growth of the company in Western Australia. Paul has been pivotal in the transformation of the company over the past two decades to meet shifting industry needs and dynamics. Paul brings with him commercial skills and business acumen relevant to a board of management.

Mart Rampe Director (Non-Executive) BSc (Applied Geology), MAusIMM(CP), MAIG, MICA

Mart is a geologist with over thirty years experience in minerals exploration and development from grass roots exploration through to pre-mine development. He has worked with a number of commodities including gold, base metals, uranium and industrial minerals. Country experience includes Australia, Papua New Guinea, Solomon Islands, New Zealand, USA (Alaska) and more recently Central Asia. Since 1985 he has been the principal of Harvest Exploration Pty Ltd, a successful consultancy company in the minerals and environmental industry. He has held senior exploration management positions in public listed and private exploration companies and is currently the Managing Director of Monaro Mining NL with whom the Company has entered into the Mount Paynter/Wymah Joint Venture.

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4. Independent Geologists Report

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20th September 2007 The Directors Noah Resources NL 37 St Georges Terrace Perth WA 6000 Sydney NSW 2070 Dear Sir, Re: Independent Geologists Report Noah Resources NL Exploration Projects
Noah Resources NL (Noah) has commissioned Geos Mining (Geos) to prepare an independent technical assessment report on five exploration tenements, located in southern NSW, Australia. The report, which is attached, has been prepared for inclusion in a Prospectus dated on or about 1st October, 2007 to be issued by Noah and to be lodged with the Australian Securities and Investment Commission. The purpose of the Prospectus is to raise up to $3 million through an initial public offering of up to 15 million fully paid Ordinary Shares of $0.20c par value to subscribe for Shares in Noah under terms detailed elsewhere in this Prospectus. The Shares are intended to be listed on the Australian Stock Exchange (ASX). The Companys projects consist of five Exploration Licences which cover approximately 650 km2, with the projects being located within the Lachlan Fold Belt of New South Wales. Geos has based its review of the Companys projects on information provided by the Company along with technical reports prepared by Government agencies and previous tenement holders, as well as other relevant published and unpublished data. The project areas were inspected by the undersigned. An opportunity to identify any material errors or omissions was provided to Noahs representatives who were given a final draft of this report to review. This report has been prepared in accordance with the following requirements, viz: Code and Guidelines for the Assessment and Valuation of Mineral Assets and Mineral Securities for Independent Expert Reports (the 'ValMin Code'); Rules and guidelines pertaining to Independent Expert Reports issued by the Australian Stock Exchange (ASX). GJN Enterprises Pty Ltd (ABN 63 076 664 572) trading as Geos Mining

the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code).

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Geos Mining project 2154-1

Independent Technical Review for Noah Resources NL

The Companys projects are considered to be exploration prospects', which are generally considered to be speculative in nature. We are of the opinion that these projects are sufficiently prospective to warrant further exploration and assessment of their economic potential. The Company has proposed that a minimum of $1.5 million (approximately 80% of the minimum funds to be raised) is to be applied to the exploration and development of the mineral properties over the next 2 years, thus satisfying the requirements of ASX Listing Rule 1.3.2.(a) and 1.3.3.(b). A minimum of $0.25 million is to be set aside for the assessment of other mineral opportunities located in Australia or overseas that may be presented to the Company from time to time. The remainder will be used for administrative purposes. The Company has indicated that as a result of the capital raising, it will have sufficient working capital to carry out its stated objectives, thereby satisfying the requirements of ASX Listing Rule 1.3.3.(a). Geos has satisfied itself that the project areas have sufficient technical merit to justify the proposed programmes and associated expenditure. In all cases, the proposed exploration expenditure exceeds the minimum amounts required by the NSW Department of Primary Industries. This Independent Geologists Report has been prepared on the basis of information available up to and including 1st July, 2007. Geos has provided consent for the inclusion of the report in the Prospectus, in the form and context in which the report and these statements appear. The status of the tenements (i.e., issues relating to exploration and development rights, native title, land tenure conflicts, environmental issues, etc) have not been verified by Geos. These issues are discussed elsewhere in this Prospectus. Furthermore, Geos has not been requested to provide an Independent Valuation of the mineral assets, nor has it been asked to comment on the fairness or reasonableness of any vendor or promoter considerations. No opinion on these issues have therefore been offered. The sole and restricted purpose of this report, which forms part of your Companys Prospectus, is for the use of those persons who are entitled to receive a copy in relation to the issue of securities, and it should not be relied upon by other persons, or used for any other purpose. Yours Faithfully,

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Sue Border Principal

Page | 2

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Table of Contents
Independent Technical Review Noah Resources NL Mineral Exploration Projects 1.0 INTRODUCTION .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 2.0 EXECUTIVE SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 3.0 ASSESSMENT METHOD AND DATA SOURCES . . . 28 4.0 REGIONAL SETTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 9.0 EL 6830 OURNIE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 9.1 Geology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 9.2 Mining History. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 9.3 Previous Exploration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 9.4 Prospectivity and Targets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 9.5 Conclusions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 9.6 Proposed Exploration Program and Budget .. . . . . . . . . 44 10.0 References .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 11.0 Statement of Capability . . . . . . . . . . . . . . . . . . . . . . . 46 12.0 Statement of Independence .. . . . . . . . . . . . . . . . . . 46 13.0 Limitations and Consent .. . . . . . . . . . . . . . . . . . . . . . 46 Appendix 1 Mount Paynter Resource Summary . . . . 46 14.0 Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 List of Tables and Figures Table 1 Table 2 Project Details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Summary of Noahs Proposed Budget. . . . . . . . 28 Figure 1 Project Locations .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Figure 2 Regional Geology . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Figure 3 Mount Paynter Area Plan . . . . . . . . . . . . . . . . . . . . . 32 Figure 4 Mount Paynter Long Section . . . . . . . . . . . . . . . . . 33 Table 3 Table 4 Table 5 Table 6 Table 7 Planned expenditure, Mount Paynter .. . . . . . . . 35 Planned expenditure, Wymah . . . . . . . . . . . . . . . . 38 Planned expenditure, Yarrara . . . . . . . . . . . . . . . . . 41 Planned expenditure, Carboona. . . . . . . . . . . . . 43 Planned expenditure, Ournie .. . . . . . . . . . . . . . . . 45 Figure 5 Wymah. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Figure 6 Geology and Mineralisation, Eastern Titles . . . . 39

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4.1 Location and Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 4.2 Regional Geology. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 5.0 EL 6356 MOUNT PAYNTER .. . . . . . . . . . . . . . . . . . . . . . . 31 5.1 Geology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 5.2 Mining History. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 5.3 Previous Exploration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 5.4 Prospectivity and Targets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 5.5 Conclusions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 5.6 Proposed Exploration Program and Budget .. . . . . . . . . 35 6.0 EL 6694 WYMAH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 6.1 Geology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 6.2 Mining History. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 6.3 Previous Exploration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

6.4 Known Mineralisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 6.6 Conclusions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 6.7 Proposed Exploration Program and Budget .. . . . . . . . . 38 7.0 EL 6828 YARRARA REEFS. . . . . . . . . . . . . . . . . . . . . . . . . 38 7.1 Geology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 7.2 Mining History. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 7.3 Previous Exploration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 7.4 Prospectivity and Targets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 7.5 Conclusions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 7.6 Proposed Exploration Program and Budget .. . . . . . . . . 41 8.0 EL 6829 CARBOONA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 8.1 Geology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 8.2 Mining History. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 8.3 Previous Exploration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 8.4 Known Mineralisation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 8.5 Prospectivity and Targets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 8.6 Conclusions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 8.7 Proposed Exploration Program and Budget .. . . . . . . . . 43

6.5 Prospectivity and Targets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Disclaimer While every effort has been made, within the time constraints of this assignment, to ensure the accuracy of this report, Geos Mining accepts no liability for any error or omission. Geos Mining can take no responsibility if the conclusions of this report are based on incomplete or misleading data. Geos Mining and the authors are independent of Noah Resources NL, and have no financial interests in Noah Resources NL or any associated companies. Geos Mining is being remunerated for this report on a standard fee for time basis, with no success incentives.

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1.0 INTRODUCTION Noah Resources NL (Noah) has acquired five mineral projects in Eastern Australia. Noah is earning a 70% interest in the Mt Paynter and Wymah projects, subject to a joint venture with Monaro Mining NL. Noah holds a 100% interest in the Yarrara, Carboona, and Ournie Licences (Table 1). Noah considers the projects are prospective for deposits of gold, tin, tungsten and associated metals. Noah requested Geos Mining (Geos) to review and comment on these projects, which are shown in Figure 1.

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Table 1 - Project Details


Name
Mt Paynter Wymah Yarrara Carboona Ournie

Tenement
EL 6356 EL 6694 EL 6828 EL 6829 EL 6830

Granted
10/12/20041 05/01/2007 12/07/2007 12/07/2007 12/07/2007

Holder/Applicant
Monaro Mining NL Monaro Mining NL Noah Resources NL Noah Resources NL Noah Resources NL

Area in units2
14 52 72 65 32

1 2

Renewed until 09/12/2008. One unit is one minute of longitude by one minute of latitude or around 2.8 km2

Geos made site visits on 12th and 13th March 2007, visiting all tenements and many of the known mineral occurrences.

All projects are at an exploration stage. Noah has acquired much of the available historical data on each of the projects. Geos has primarily relied on information provided by Noah and to a lesser degree on information separately sourced by Geos, mainly from public domain information held by the NSW Department of Primary Industries, in preparing its review and assessment of the projects. Historical mining has been undertaken in all the exploration titles. Previous exploration has been undertaken on all titles and specific targets have been identified. To discover and delineate economic mineral deposits will require considerable additional work and this is the objective of Noahs planned exploration programs. Geos has not conducted a due diligence review of the status of the various tenements or on such matters as environmental or landowner issues that may affect some of the projects. This work is being undertaken by others as part of Noahs due diligence. Noah has advised Geos that all material tenements are in good standing. Geos assessment of the projects and proposed exploration programs and budgets is based on technical reviews of project data, project site visits and discussions with the companys technical management and directors. When compared with many industrial and commercial operations, mining is a relatively high risk business and projects that are still in the exploration phase are even higher risk. Even once a discovery is made, the nature and grade distribution of the mineralization within the prospect and the behaviour of the ore during mining and processing is never completely predictable. There is also a risk that social or environmental factors may prevent mining of any particular deposit discovered.

Noahs exploration targets include molybdenum and tungsten, tin and gold. Deposits of tungsten, tin and gold are known within the tenements. The area is prospective for extensions and repetitions of these, and also for sheeted vein style molybdenum, and tin stockworks. There is also some potential for buried porphyry tungsten-molybdenum, and intrusiverelated gold deposits. Any forecasts and projections made within this report cannot be assured and a number of factors could cause the actual outcomes to be materially different from Geos assessments contained in this report. The sole purpose of this report is to provide an independent assessment of the geological and technical issues as well as the potential risks associated with Noahs proposed exploration of these properties. This report will be included in a prospectus to be issued in connection with the proposed listing of Noah on the Australian Stock Exchange. Neither the whole nor any part of this report nor any reference thereto may be included in or with or attached to any document or used for any other purpose, without our written consent to the form and context in which it appears.

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Figure 1 - Project Locations

2.0 EXECUTIVE SUMMARY

The five tenements in southern NSW reviewed in this report are all in the exploration phase. All are prospective for mineralisation related to granitic intrusives. The titles are prospective for a range of deposit styles including greisen and vein hosted tin and tungsten, intrusive-related gold mineralisation in shear hosted or sheeted vein systems, and sheeted vein molybdenum with or without tungsten. There may also be potential for buried porphyry tungsten-molybdenum of the Climax style, and intrusive-related gold deposits analogous to those in Alaska. All these styles are characterised by structural control of hydrothermal mineralisation. The intrusive granites provide mineralising fluids, and heat which drives fluid circulation, with mineralisation forming in suitable structural locations. Understanding and locating the controlling structures will be important in locating economic deposits. At Mount Paynter, tungsten and tin mineralisation associated with greisens within a shear zone has been drilled by previous explorers. More than 20 drill intersections in the main lode plus detailed underground sampling along one drive have outlined a significant ore shoot. Geos has estimated an Inferred Resource (classified in accordance with the JORC code) of 245,000t grading 0.45% tungsten and 0.27% tin in this shoot. This resource alone is insufficient for economic exploitation; however potential exists for further exploration to add additional tonnages at depth, along strike and in other structures in the vicinity. Exploration at Mount Paynter will be designed to test whether sufficient mineralisation is present for economic development. At Wymah, Geos has located no records of any serious exploration for the past thirty years over an area containing significant historic tin and tungsten workings. The Wymah tungsten mineralisation represents a high quality prospect for tungsten and bismuth which deserves detailed exploration. An area of old tin workings at Mullengandra is prospective for stockwork style tin mineralisation within a favourable competent stratigraphic unit. Elsewhere in the Licence, two geochemical

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anomalies coincident with an aeromagnetic high could represent a separate mineralised phase of the Koetong granite. This could be prospective for porphyry style or sheeted vein tungsten and molybdenum. The northern contact zone of the granite also deserves exploration. There is no recorded exploration for gold despite recorded alluvial gold in this Licence and known geochemistry favourable for intrusive-related gold deposits. The Yarrara Licence is prospective for structurally located gold mineralisation in sediments. A major shear zone provides the main focus for mineralisation. Modern ground geophysical methods may be used to locate the structures which are favourable for hosting gold mineralisation.

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At Carboona, known mineralisation includes a wide variety of metals, including lead, tin, tungsten, gold and silver, which are spatially related to granite contacts or to a major shear zone. The Carboona lead-silver-fluorite mineralisation has been drill tested but only limited tonnages of mineralised material were outlined. Other deposits have not been tested in more than a cursory fashion. Known mineralisation indicates a substantial multi-element mineralising system and Noah intends to direct exploration to locate suitable structural settings for potentially economic metal accumulations.

The Ournie goldfield contains historic workings for gold and silver hosted in granite. This area is prospective for intrusiverelated gold in stockworks and shears. Noah has a satisfactory and defined exploration and expenditure program for all these projects which is reasonable having regard to its stated objectives. The proposed budget expenditures are outlined in Table 2, which takes into consideration the minimum and maximum subscription scenarios. Table 2 - Summary of Noahs Proposed Budget Project Minimum Subscription $2,500,000 Year 1 ($) Mount Paynter Wymah Yarrara Reefs Carboona Ournie Total 200,000 100,000 75,000 50,000 50,000 475,000 Year 2 ($) 300,000 175,000 150,000 75,000 75,000 775,000 Maximum Subscription $3,000,000 Year 1 ($) 200,000 100,000 100,000 75,000 75,000 550,000 Year 2 ($) 300,000 200,000 200,000 125,000 125,000 950,000

3.0 ASSESSMENT METHOD AND DATA SOURCES

The appropriate professional standards for the preparation of independent expert reports are encompassed in the provisions of the VALMIN Code1 . This report2 has been prepared in accordance with the principles and relevant sections of that Code.

This report has been based on data, reports and other information made available by Noah, or otherwise obtained through publicly available sources. Open file reports containing geological and exploration data from past exploration programs in each area were reviewed, together with selected relevant published papers. A draft of this report has been presented to Noahs management for comment and correction of any errors of fact. Geos has no reason to believe that any information provided by Noah is misleading or that any material facts have been withheld. Production figures from past mining activities have been obtained from published and open file reports and not independently verified. Geos is satisfied that the mineral production, as stated in this report, is a reasonable approximation of previous mining activity, although in many cases it may be understated because of recording practices at the time.

1 Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Mineral and Petroleum Securities for Independent Expert Reports, 2005 (the VALMIN Code) published by AusIMM (http://www.ausimm.com/codes/valmin.asp) 2 For the purposes of the VALMIN Code, the present report is a Technical Report, which deals with the Technical Assessment of Mineral Assets and does not address matters such as a Valuation Report, Vendor Consideration, Opinion on Securities or the fairness and reasonableness of a transaction relating to a Mineral Asset.

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All the projects are at an exploration stage and, although mineralised intercepts may have been obtained in past drilling, there is insufficient data available for a resource estimate to be made except at Mount Paynter, where Geos has estimated an Inferred Resource, and possibly at Carboona. No attempt has been made to estimate any resource at Carboona as the drilled mineralisation is expected to be too small to be of economic interest. In all cases the potential for economic development of actual resources that may be outlined by future exploration will be dependent on many factors including, but not limited to, the overall grade, anticipated metallurgical recoveries and prevailing metal prices. Unless otherwise indicated all financial figures quoted in this report refer to Australian Dollars ($). A glossary of technical terms is included as section 14 of this report.

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Historic exploration data represent valuable information to guide future exploration and has been used to assess each project for the purposes of this report. Any past drilling data are particularly useful. The prior exploration on each of the projects was undertaken by a variety of exploration companies since the mid 1950s, as is detailed separately under each project review. The previous geological investigations generally appear to have been undertaken to contemporary industry standards, although reporting standards varied, and some reports are lost or incomplete, leading to some deficiencies in the available database. Geoss ability to validate and comment of the quality of the prior exploration undertaken is limited by the amount of detail in the reports available for review.

Sample analyses have been undertaken by a variety of Australian commercial analytical laboratories and are likely to have been undertaken to the appropriate standards at the time that they were carried out. Analytical techniques and in some cases the preferred sampling medium or sampling methods have evolved and been improved upon over time; consequently different generations of analytical results are not necessarily directly comparable. Not all reports have included details of the laboratory used or the analytical techniques used by the laboratory. Previous drilling has been undertaken on a number of the prospects within the project areas. In general, too little information is available to fully assess the accuracy and standards of sampling, or location accuracy. Geos has only assessed issues related to sample quality and location accuracy during resource estimation at Mount Paynter. At Mount Paynter all mapping and hole locations are recorded in a local grid, and the accuracy of these locations has not been confirmed, but Geos considers the locations are likely to be sufficiently reliable for an inferred resource. Not all the holes have internal surveys. Analyses were carried out by reputable laboratories and a check of underground bulk samples against chip samples showed variability (not unusual for this style of mineralisation) but no bias between the two data sets. Geological drill logs included in the previous exploration reports are variable in quality and detail. Where core holes were drilled the logs usually contain more detail, but there is only a limited amount of information recorded from the drill chips obtained from non-core holes. 4.0 REGIONAL SETTING

4.1 Location and Access

The Exploration Licences are located in southern NSW around 150 km southwest of Canberra and extend south to the Victorian border. The nearest main centre is Albury - Wodonga. The small towns of Holbrook and Tumbarumba and the village of Jingellic are the nearest settlements. Access to the area is provided by a number of secondary roads from the Hume Highway (Figure 1).

The exploration area ranges from low lying Murray River floodplain to relatively rugged hilly terrain. The majority of the lower lying area is used for pastoral purposes, with minor cropping. The higher ground is almost all tree covered, either by commercial pine plantations or native eucalypt woodland. Landholdings are mainly freehold, but also include leased and vacant Crown Land and State Forest.

The Woomargama National Park and a number of smaller nature reserves are located near the tenements. Some State Forest areas overlap the tenements but private landholdings cover most of the area.

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4.2 Regional Geology The Exploration Licences cover part of the Wagga Omeo Zone of the Central Sub-Province of the southern part of the Lachlan Fold Belt. The oldest rocks in the area are Middle to Late Ordovician metasediments of the Wagga Group. These sediments are psammitic to pelitic in nature and were deposited in a deep marine environment. They include quartzose siltstone, sandstone, quartz-mica schist, pelite, chert, with minor quartzite, graphitic schist, and hornfels. They are locally metamorphosed, and are commonly isoclinally folded with a general northerly regional strike.

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These sediments have been intruded by a number of plutons, mainly members of the Early Silurian Koetong Supersuite, which forms a prominent NNW trending set of fractionated S-type granites (Figure 2). These granites are associated with intrusion related tin and tungsten mineralisation eg at Ardlethan and at Kikoira Gibsonvale in NSW. Appreciable mineralisation of possible economic significance appears to be confined to specific members of the Supersuite.

Figure 2 - Regional Geology

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The Koetong Granite, which occurs over a large part of the exploration titles, is typical of the more felsic members of the Supersuite, where the rocks are characterised by the occurrence of primary muscovite occurring as large flakes with redbrown biotite. The presence of relict cordierite crystals indicates that at least some of the muscovite resulted from reaction between the melt phase of the magma and early cordierite. The Koetong Granite is associated with the known tin and tungsten mineralisation within the tenements at Mount Paynter and Wymah and is almost certainly associated with the Mullengandra tin lodes.

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The Tom Groggin Granite resembles the more mafic S-type suites of the Kosciusko Basement Terrane. Low calcium and sodium values suggest derivation from source rocks similar to Ordovician metasediments of the region. This granite is associated with the known gold mineralisation at Ournie.

The unnamed Silurian granite in the centre of the Carboona tenement is associated with the cluster of mineralisation in this area. The gold mineralisation at Billabong may be associated with the Kyeamba granite to the north. The majority of the other known hard rock mineralisation in the area is shear hosted, mostly within the major Yarrara shear zone and associated structures. 5.0 EL 6356 MOUNT PAYNTER 5.1 Geology

The Licence covers part of the eastern contact between the Koetong Granite and the Ordovician sediments. In the Mount Paynter area the granite is a coarse grained biotite adamellite. Other intrusives mapped in the area include quartz diorite, monzonite porphyry and aplite, and younger northeast trending olivine dolerite dykes cut the granite and associated rocks. Greisenisation and alteration is associated with the quartz veins which host the Mount Paynter mineralisation. 5.2 Mining History

Alluvial tin was found in Swamp Creek in 1871 and traced back to east west quartz reefs at Mount Paynter, and the alluvials and lodes were worked from 1873 to 1884, when the mine closed. Minor workings are reported from 1884 until 1905 and in 1914 and 1918. In 1926 an adit was begun but the company ceased operation before the adit reached the planned lode intersection. The total recorded production is 3.25t of tin metal but actual production was probably significantly more. 5.3 Previous Exploration

In 1969 Shaw River Alluvials carried out an IP survey and drilled three diamond holes at the Mount Paynter Prospect.

Pacific Copper Mines Ltd carried out extensive exploration at Mount Paynter between 1979 and 1983. Exploration included surface mapping and sampling, drilling, underground sampling, metallurgical testwork, resource estimation and prefeasibility studies. A total of 26 holes (including 18 diamond holes) were drilled, in addition to an extension of the adit to the lode, with a total length of 230m driven along the lode and sampled. Sampling included both channel sampling and bulk sampling using explosives. Metallurgical testing on composite drill samples and on bulk samples taken from the adit indicated total recoveries of 74% tungsten and 69% tin. Exploration field work since 1983 has been limited to minor rock chip sampling. Monaro Mining has carried out an updated economic assessment of the known mineralisation at Mount Paynter. 5.4 Prospectivity and Targets

The Mount Paynter workings are located in an area of sub alpine native woodland. To the south of the main workings steep slopes have hindered past exploration.

The dominant focus of previous exploration at Mount Paynter has been the main lode, an east-west shear-hosted structure (Figure 3). The surface outcrop of the main lode has been shown by costeaning to be 680m long. Geological mapping over a 200m length of underground development in the lode shows it to be from 0.3 to over 2m in width, and composed

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Figure 3 - Mount Paynter Area Plan of individual bodies of quartz, with rafts of aplite and altered mafics. Sericite, muscovite, chlorite and tourmaline are prominent alteration minerals, with some greisenisation. The lode contains fine grained cassiterite, scheelite (both coarse and fine grained) and arsenopyrite, with minor pyrite, chalcopyrite and sphalerite. The scheelite is reported to be low in molybdenum. In the central part of the main lode cassiterite and scheelite are often well correlated, but outside this there are significant zones of good scheelite (grades exceeding 1% W) with only low tin values (<0.03% Sn). The scheelite tends to be concentrated in greisenous selvedges to the main quartz lode, while cassiterite is mainly confined to the quartz. Sampling of the drives developed from the adit show that only parts of the

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Figure 4 - Long Section

main lode are well mineralised. The better mineralisation is often located near the walls of the lode, but values are patchy both along strike and down dip. Limited analyses for tantalum and gold have returned only low values. A review of the Pacific Copper data indicates that the exploration was carried out in a professional manner. A geological model has been prepared of the main lode (see Figure 4). The thickest part of the lode coincides with the centre of the main mineralised zone and plunges steeply northeast. The lode is generally from 0.5 to 3m in true thickness. A barren dyke intersects the eastern part of the lode.

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Geos Mining reviewed the drill data and the underground sampling and has estimated an Inferred Resource (classified in accordance with the JORC code) of 245,000t grading 0.45% tungsten and 0.27% tin in this shoot, excluding the area affected by the intrusion of the dyke. Full details can be found in Appendix 1. A report commissioned by Monaro Mining in 2006 stated that Under current economic conditions, the currently defined resource is insufficient to support a mining operation. It was estimated that the resource would need to be increased about 4 times in size to be viable using June 2006 estimated costs and prices.

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Analyses of drill core showed at least five intersections of additional mineralization in secondary structures near the main lode; drill logs indicate that a number of other similar structures were intersected but not analysed, and additional testing is warranted. Most of these structures are scheelite bearing greisen veins, which were not the focus of historic mining. While these additional greisens may not be very persistent, they could represent significant additional tonnages of mineralisation Metallurgical testwork on samples from the main lode was directed towards a multi-stage concentration process involving flotation to remove the sulphides and gravity concentration to give a mixed tungsten-tin concentrate. This was then cleaned by magnetic separation prior to electrostatic separation to produce separate tin and tungsten concentrates. This is a fairly complex flowsheet that would increase the costs of a small operation. An alternative to facilitate development of a small resource would be to investigate the possible sale of a mixed concentrate.

Other lodes in the area (Figure 3) were mainly located by mapping and rock chip sampling, and have been tested by costeaning, with the only recorded drilling being at the Hillside lode. The Wolfram Lode is around 50m long and averages only 0.5 m wide; analyses include 0.05%Sn and 0.42% W. Costeaning has shown there is no direct continuation of lode between the Main Lode and the Wolfram Lode, but the whole of this major structure has not been tested and other shoots may be present. The Hillside Lode is estimated to be 270m long and up to 2m wide. It is rich in tin (surface samples gave 0.14 to 1.06% Sn) but low in tungsten (0.01 to 0.07% W). Two holes were drilled to intersect the lode at around 100m depth but only barren (less than 100 ppm Sn or W) greisenous zones were intersected. Due to the steep topography only one section of the lode has been tested. Arsenic values were high but gold was not analysed. Crawfords lode is 150m long and up to 1m wide. Costean samples include values up to 0.67% Sn and 0.05% W. Surface sampling showed at least three other veins to be mineralized, but these have not been costeaned. All these occurrences should be followed up. Further surface exploration may also locate additional scheelite bearing greisens, which are expected to outcrop poorly in this terrain.

5.5 Conclusions

Although the Mount Paynter mine was historically a tin mine, it is richer in tungsten than tin, and a modest resource has been identified. The exploration potential for additional tonnes at similar grades is considered to be good, as the known main lode mineralisation is open down plunge below the deepest current drilling (below 200m RL), and there is also potential for additional mineralisation both along strike and in other greisens and quartz lodes in the secondary structures in the area. The drilled section of the main lode is only 250m long, and the extension of the main lode structure has not been well tested and should be tested for other shoots similar to the known mineralisation (strike length around 200m).

Drilling to test for any extensions at depth would involve deep drilling (of the order of 200 to 400m). The economic potential of this deeper mineralisation is enhanced by the topography. Access to this mineralisation by a ramp developed from the existing adit could remove the need for a deep shaft with its associated high capital cost. The drill logs indicate some possible lower grade mineralisation, including some thin greisens away from the main lode zone that were not analysed previously. This mineralisation also warrants testing, in the first instance by RC drilling. Drill testing of some of the minor lodes may also locate similar shoots and increase the shallow resources at Mount Paynter. These other lodes should be tested for other metals (in particular gold at the Hillside lode, but also molybdenum, tantalum and bismuth), as intrusive-related tin tungsten systems often show distinct patterns of zoning.

In addition to these targets, the extension of soil sampling away from the main workings into the lower lying soil covered parts of the Licence may locate additional mineralization.

5.6 Proposed Exploration Program and Budget Some additional data compilation is required. Geochemistry in year 1 will include check analysis of rock chip samples for other elements including tantalum and gold; infill stream sediment sampling and soil sampling. Detailed ground geophysics will be trialled to determine whether the lodes can be picked up by ground magnetics or IP; alternatively a SAM (sub-audio magnetics) survey may be used to delineate the lode zones. Some drilling in year 1 will be designed to follow up mineralisation intersected by previous drilling outside the known resource, and to provide samples for analysis for previously overlooked metals. Year 2 exploration will concentrate on drilling of the lode extensions and other prospects. Table 3 - Planned expenditure, Mount Paynter
Item Data compilation and interpretation Geochemistry Ground geophysics R/c and diamond drilling Adit rehabilitation Pre feasibility study Total $200,000 Year 1 $10,000 $30,000 $45,000 $60,000 $55,000 $50,000 $300,000 Year 2 $20,000 $25,000 $20,000 $185,000

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It is planned to expend these funds irrespective of which subscription scenario is achieved. 6.0 EL 6694 WYMAH 6.1 Geology

The bulk of the Licence is underlain by the Koetong Granite (Figure 5), which in the north intrudes the Adaminaby Group, which are here mainly slates and schists. At the Mullengandry workings the host rocks include schists, phyllites and recrystallised sandstones which are intruded by pegmatitic veins and greisen dykes.

Regional aeromagnetics shows a distinct north-south high zone linking the two geochemical anomalies shown on Figure 5. This feature is currently unexplained, but could be related to a different phase of granite intrusive. 6.2 Mining History The Wymah group of tungsten deposits have a recorded production of 29t of wolframite concentrates and 0.5t of wolframite-bismuth concentrates from an estimated 4,000 t of ore mined. The Wymah deposits were discovered in 1911, and the main period of working was during the first world war, with some work continuing to at least 1937. There are references to the Commonwealth holding the leases until 1944, but there are no records of any tungsten being produced during the second world war. Minor production from surface dumps was recorded in 1951. Remnants of significant infrastructure are visible today, and it appears that recorded production may have been understated. In 1942 it was reported that the main Wymah reefs had only been mined to around 20m depth. One interesting record is that in 1919 the mining company apparently received more income from bismuth than from tungsten.

The Mullengandra tin field was discovered in 1903 and worked intermittently until 1914, when it was abandoned, only to be rediscovered in 1927. It was worked intermittently in the next two decades and was held by prospectors until 1973. The total recorded production of tin concentrates is 13 t.

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6.3 Previous Exploration

Figure 5 - Wymah

North Broken Hill carried out regional stream sediment sampling for copper, lead, zinc and tin with some molybdenum, with some follow up soil sampling of the two anomalies shown on Figure 5. Planet Metals Limited carried out a literature search and prospecting for molybdenum over the northern part of the current Licence. No other records of exploration have been located. 6.4 Known Mineralisation

The host rock for the mineralised quartz veins at Wymah is typically a medium grained biotite granite, but pegmatites are also common. Individual quartz reefs are up to 2 m thick and typically extend about 150m, although the Appletree reef is recorded to be over 300m long at surface. The dominant strike is east-west. At least five separate reefs are known.

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The reefs contain wolframite, molybdenite, bismuthinite and native bismuth. Reported grades range from 0.5 to 1.5% WO3, with 0.1% Mo and 0.18% Bi reported at Wymah itself. In 1942 a sample of jig tailings gave 0.4% WO3, showing the poor recoveries from the historic mining. Scheelite may replace some of the wolframite; this could account for some of these low recoveries. At Mullengandra, mineralisation at the main Mullengandra mine (also known as Jupiter) occurs in narrow sub vertical quartz veins (averaging 15 cm width). These are confined to a quartz rich schist unit in a sequence of more micaceous schists, the quartz veins being interpreted as tension gashes in the more competent unit. At least 11 quartz veins have been mapped (Willis 1970). Cassiterite is coarse grained and patchy, making representative sampling difficult. The quartz veins often show a tourmaline rich border which extends into the schist. Elsewhere in the Mullengandra field, finer grained cassiterite occurs disseminated in pegmatites (mapped up to 3m wide) and greisen dykes which intrude the schist sequence. These were also subject to some mining at McLurgs Gully and Parsons and Hunter workings. The limited sampling by Willis at the main Jupiter mine indicated the country rock (presumably the quartz rich schist) yielded up to 0.03% Sn while eight individual vertical quartz stringers averaged 0.6% Sn. Willis mapped the host quartz schist to be about 6 m wide, and it has been traced for around 160m.

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6.5 Prospectivity and Targets

The Wymah mineralisation has been neglected by modern explorers. Old workings are scattered over an area of around 3 km2, and the area to the west is covered by soil and alluvium, which may conceal additional reefs not located by the early miners. The persistence at depth of these reefs is not known. Additional reefs, or mineralisation disseminated within pegmatites, could yield a bulk mining target in this area.

Given the area of old workings at Mullengandra (over 1 km2) and the lack of serious modern exploration, this area warrants further work. The described nuggetty nature of the cassiterite in the quartz stringers would mean bulk sampling would be required to assess whether grades could be at viable levels. The more disseminated tin values in the dykes could be more readily assessed by drilling. Quartz schist and dykes together may form a viable prospect, given the probability that additional similar mineralisation may occur beneath soil and alluvium. The northern contact zone of the Koetong Granite in this Licence has not been subject to any thorough modern exploration.

North of the Wymah workings, North Broken Hill geochemistry outlined a large soil molybdenum anomaly (Figure 5) over 2 km long with a peak of 60 ppm Mo. The anomaly was attributed to several small wolframite bearing quartz veins in the area, and no follow up work was done. This anomaly warrants follow up. A smaller base metals anomaly was located in stream sediments to the north near the granite contact. This was apparently not followed up or tested for molybdenum or tungsten. The aeromagnetics indicate a potential structure or different intrusive phase between these two geochemical anomalies, enhancing the potential for substantial buried mineralisation here.

The record of gold in the Wagra alluvials is intriguing as the geochemistry of this part of the Koetong Granite (the association of tungsten, bismuth, tin, and alluvial gold) is favourable for intrusive related gold deposits. Given the absence of modern gold exploration, this must be considered a promising area for grass roots gold exploration. 6.6 Conclusions

This Licence is a previously underexplored area with significant known tin and tungsten mineralization and recorded alluvial gold. The Wymah tungsten workings are prospective for tungsten and bismuth with possible molybdenum. The Mullengandra tinfield also warrants exploration for stockwork style tin mineralization. Geochemical anomalies and a coincident aeromagnetic anomaly could represent a more mineralized phase of the granite, hence molybdenum mineralization, which may be of porphyry style, is a target here. The area is also prospective for intrusive-related gold deposits.

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6.7 Proposed Exploration Program and Budget Exploration is to commence with an assessment of all available geophysical and other data, and a regional stream sediment survey for gold, molybdenum, bismuth and tungsten. Detailed mapping should be carried out around Wymah and Mullengandra. Soil surveys should cover the North Broken Hill geochemical anomalies (to verify and precisely locate the anomalies), soil covered areas west of Wymah and along the northern granite contact. Ground geophysics (probably IP or SAM surveys) or trenching may also be used to locate specific structures for drilling. Reverse circulation drilling will be used in the first instance to test the depth extension of the Wymah reefs and other prospects delineated by regional exploration. Table 4 - Planned expenditure, Wymah
Year 1 Minimum Subscription $2,500,000 Data compilation and interpretation Geochemistry (year 1 stream sediment and soil, year 2 soil) Ground geophysics or trenching R/c drilling Total $10,000 $30,000 $20,000 $40,000 $100,000 Maximum Subscription $3,000,000 $10,000 $30,000 $20,000 $40,000 $100,000 Year 2 Minimum Subscription $2,500,000 $10,000 $40,000 $40,000 $85,000 $175,000 Maximum Subscription $3,000,000 $10,000 $50,000 $40,000 $100,000 $200,000

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Both Year 1 and Year 2 expenditures will be reduced in the case of the minimum subscription being attained. 7.0 EL 6828 YARRARA REEFS 7.1 Geology The area is underlain by Ordovician Adaminaby Group metasediments, which are dominantly slates with lesser sandstones and siltstones. No granitic intrusives are known from within the area but these occur both north and south of the title. A granitic dyke is present in a road cutting in the northeast of the Licence, and a number of other small granitic bodies are reported from the area. The main feature of the Licence is the Yarrara Shear Zone, which is expressed as a prominent lineament which can be traced on satellite imagery throughout this tenement and into EL 6829. Mineralisation is often localised in cross fault structures related to this shear, as at Yarrara Reefs. The northern Billabong and Riley and Tunbridge gold occurrences may be related to a parallel shear zone (Figure 6). Mineralisation in this area is interpreted to be distal intrusive-related mineralisation. The intrusives may have provided at least some components of the mineralising fluids and probably formed the heat source which powered fluid circulation. The major shears provided pathways for the fluids, and minor cross-cutting fracture zones provided suitable locations for mineral deposition.

7.2 Mining History

The Yarrara reefs (Figure 6) were first discovered in 1876 and mining continued sporadically until 1910 with a total recorded production of around 25,000 ounces of gold. The Perseverance and Rangatira mines were dewatered and prospected between 1935 and 1937 but results appear to have been disappointing. The deeper mines were worked to recorded depths of around 40m at Rangatira and 65m at Perseverance. The mines were wet, with records showing that Rangatira required larger pumps than were initially available. Recovered grades were variable, with some crushings giving grades varying from 11 pennyweights per ton (16.5 g/t) up to 15 oz/t (459 g/t). In part this may have been due to poor recoveries, as the gold was noted to be very fine, although visible gold is also noted in the records. The Billabong reefs were discovered in 1909 and were mined until 1912. In 1931 work recommenced in the area and the reef was mined by open cut, with a shaft developed in 1934, which reached a depth of 45m. Mining continued until 1937. The total recorded production in both phases of mining was only around 230 ounces of gold. Silver was also recorded but no production figures are available. Recorded production excludes ore transported to Victoria for treatment so the true production may have been greater than this.

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Figure 6 - Geology and Mineralisation, Eastern Titles

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Production from the Four Mile Creek deposit which was worked in the early 1900s is recorded as around 210 ounces gold. Little is known of the history of the other gold workings in the area. 7.3 Previous Exploration Early explorers (prior to 1970) included North Broken Hill Limited who explored a large area for tin, and Shaw River Alluvials who were exploring for tin, tungsten, silver and base metals. Methods used included regional stream sediment sampling, soil sampling, magnetics, radiometrics, seismic and gravity. Shaw followed up a number of low order stream sediment anomalies but found no significant mineralisation. Pyrite bearing quartz veins were located in the northwest part of the current title. Southern Cross Exploration NL and Gulf Resources NL explored an area around the Billabong Mines. The joint venture carried out stream sediment and rock sampling. Costeans were dug and revealed crush zones of limited extent, so the area was dropped without sampling the costeans. Pacific Copper held prospecting licences over the Yarrara Reefs and drilled eight diamond holes in the Rangatira area. The best results were: 0.2m at 5.8 g/t Au from 88.5m; 1.0m at 16.9 g/t Au from 94m; and 1.5m at 6.28 g/t Au from 124m.

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Cyprus Gold Corporation and Arimco NL concentrated on gold, focussing on the area around the Yarrara reefs. The joint venture carried out rock chip sampling (64 samples including one returning over 300 g/t Au from the Rangatira mine dump), bulk cyanide leach stream sediment and soil sampling, and air track drilling (ten angled air track holes at the Rangatira prospect). Drill results were low grade with the best result being 0.28g/t Au over 28m from surface.

Helix Resources NL also explored the Yarrara area and took additional rock chip samples (best result 11.3g/t at Perseverance shaft) but abandoned their planned exploration at Rangatira as the area had recently been planted with pine trees making access difficult.

Mr J C Downes held EL 5938 over Yarrara reefs and carried out limited rock chip sampling but lack of funding prevented further exploration. 7.4 Prospectivity and Targets

The Yarrara Reefs cover 4 km of strike and consist of mineralised quartz veins, predominantly oriented east west, within a north-northwest trending major fault zone (Yarrara Shear). Yarrara Creek follows the line of the major fault. The quartz veins worked were narrow (eg 15 to 90 cm at Rangatira). The Reefs are hosted by Ordovician metasediments, mainly sheared carbonaceous slate, siltstone and sandstone.

The Cyprus - Arimco drilling at Rangatira drilled a wide intersection of low grade gold. Angled air track drilling is not a reliable method for gold exploration, particularly in wet conditions (water was recorded in this hole); so the drilling may have underestimated the true grade. No drilling was conducted downdip of this intersection. Sparse quartz veining was recorded in the drill chips. The drilling was oriented eastwest, perpendicular to the main shear zone, but this is parallel to the orientation of the quartz stringer veins which may be carrying the bulk of the gold. This drilling cannot be considered a good test of potential at Rangatira; potential at the southern end of the Yarrara line remains untested. The continuation of the Yarrara Shear outside the mined area has not yet been tested, despite the occurrence of gold at Minchins to the south and Small & Party to the north. The Billabong reefs are some 16 km north of the Yarrara Reefs, and are located to the east of the Yarrara Shear. Three reefs are recorded, from 60 to 90 cm wide, each with a different orientation, one of which is parallel to the Yarrara Shear orientation. They are hosted by intensely sheared carbonaceous slate. The Southern Cross joint venture costeans showed ferruginous quartz stringers associated with a shear zone. The exposures were interpreted to indicate a probable strike length of prospective shearing of about 60m by up to 2m wide. While this program downgrades the prospect, as the costeans were not sampled, it would be premature to write the area off completely.

The Four Mile Creek workings indicate that areas within the title away from the Yarrara Shear are also prospective and warrant exploration. 7.5 Conclusions The Yarrara title is prospective for structurally located gold mineralisation. Previous exploration has not covered all prospective areas and previous drilling may not have been well targeted.

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7.6 Proposed Exploration Program and Budget

Data compilation is to include a detailed assessment of structural control of known mineralisation in order to target favourable structures. Away from old workings, stream sediment and soil geochemistry are recommended exploration methods. Bulk cyanide leach stream sediments should be used to infill the southwest area not previously covered by Cyprus, with follow up soil geochemistry. Soil geochemistry is warranted over all parts of the Yarrara Shear zone not contaminated by previous mining. Where old workings have been backfilled, as at Yarrara reefs, soil geochemical signatures have been obscured. Here ground geophysics should be used to outline the individual mineralised fracture zones, and sub- audio magnetics is potentially a suitable technique for this. In year 2, targets delineated by geochemistry and geophysics will be tested in the first instance by shallow angled reverse circulation drilling.

Table 5 - Planned expenditure, Yarrara


Year 1 Minimum Subscription $2,500,000 Data compilation and interpretation Geochemistry (year 1 stream sediment and soil, year 2 soil) Ground geophysics or trenching R/c drilling Total $8,000 $20,000 $20,000 $27,000 $75,000 Maximum Subscription $3,000,000 $10,000 $25,000 $25,000 $40,000 $100,000 Year 2 Maximum Subscription $2,500,000 $5,000 $15,000 $20,000 $110,000 $150,000 Maximum Subscription $3,000,000 $10,000 $20,000 $25,000 $145,000 $200,000

Both Year 1 and Year 2 expenditures will be reduced in the case of the minimum subscription being attained. 8.0 EL 6829 CARBOONA 8.1 Geology

The area is underlain by Upper Ordovician Kiandra Group metasediments which are a package of flysch sediments including phyllites and lesser arenites, with some volcaniclastics. They strike northwest and are commonly isoclinally folded.

They are intruded by three different granites (Figure 2). All three are similar in hand specimen, being two-mica even grained granites. In this area the unnamed Silurian granite (informally known as the Mount Gifford granite) and the Tom Groggin granite are spatially associated with the bulk of the known mineralisation. Around Carboona there are many dykes of granite which intrude hornfelsed metasediments. The dykes may be 2 to 10m thick. This sheeted dyke system appears to be important in localising the Carboona mineralisation. The Yarrara Shear continues through this area (Figure 6). Known mineralisation is mainly either located around granite contacts or along this shear zone. 8.2 Mining History

The Carboona mineralisation was discovered in 1888 but mining did not commence until 1905, when it was worked for lead for two years. From 1918 to 1925 BHP worked the deposit for fluorite with byproduct lead and silver. Mining extended to a depth of about 70m.

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Mount Gifford mine was worked briefly around 1888, and the other Coppabella deposits were probably prospected and worked about the same period. The Musgrave tin tungsten lodes and associated alluvials were mined between 1901 and 1929. The Horse Creek tin lodes were worked intermittently between 1873 and 1890. Minchins Gold show was worked in 1939 while the Horse Creek gold veins were worked in 1888. In both cases production was brief and probably not profitable. 8.3 Previous Exploration

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Previous explorers, including BHP, North Broken Hill Limited and Shaw River Alluvials, concentrated on tin and base metal targets. BHP drilled seven diamond holes at Carboona in 1956, but only minor mineralisation was intersected. North Broken Hill prospected the Lankeys Creek (Musgrave) lode and carried out soil geochemistry at Carboona but otherwise their work in this title area was confined to regional stream sediment exploration. Shaw River Alluvials carried out IP and soil surveys at Carboona. They tested a coincident IP and lead-in-soil anomaly by drilling two angled diamond holes which intersected disseminated pyrite. They also drilled 15 underground holes and 27 percussion holes to the south of the main deposit to test geochemical anomalies. Electrolytic Zinc Co Ltd (EZ) flew airborne magnetics across the title area in 1982 and carried out an orientation stream sediment survey in Lankeys Creek which was inconclusive in determining the best fraction to use for further work. One aeromagnetic anomaly near Holmans reef was reproduced in ground magnetics but not followed up as the program was curtailed.

8.4 Known Mineralisation

At Carboona, the main siliceous lode of average width 1.75m contains quartz, fluorite and galena, with minor pyrite, sphalerite and calcite. The main lode strikes northeast, and is hosted by metasediments which are extensively intruded by sills and dykes of gneissic granite. A younger granite forms a number of stocks in this area. Many shears and faults are noted in the area, one of which terminates the main lode at its eastern end. At least one parallel lode has been worked, and was intersected by Shaw Rivers drilling. The surface work carried out by Shaw River Alluvials indicated little extension to the main (previously mined) lode zone. Their underground drilling confirmed the presence of a small body (estimated at less than 50,000t; this estimate does not comprise a resource under the JORC code) of unmined mineralisation. Drilling intersected 1.5 to 3m of mineralised lode which varied from fluorite rich in hole 20 (21% fluorite, 0.2% Pb, 0.7% Zn and 50g/t Ag) to lead rich (eg hole 18, at 14% fluorite, 12.8% Pb, 0.6% Zn and 68g/t Ag). Richer mineralisation intersected by drilling appears to be confined to cross fracture zones in the main lode structure. Shaw River Alluvials were unsuccessful in locating major near surface extensions to the known mineralisation at Carboona. Drilling of IP anomalies intersected graphitic slates and disseminated pyrite.

The Coppabella group of deposits are small occurrences of base metal vein mineralisation similar to Carboona, all located at the edges of the mapped granites. Reported vein widths are up to 1m. At Mount Gifford, a folded quartz vein has returned up to 10% Zn whilst the other deposits are richer in lead than zinc. At Gadds Coppabella, the shaft is at the intersection of two veins; fracture intersections may be important in localising mineralisation in this environment. There is a spatial relationship of some of this group with the Yarrara Shear zone. In other cases the localising fractures may be related to intrusion of the granites. The Musgrave lodes are a number of narrow quartz veins near the granite contact carrying wolframite and cassiterite and some scheelite is also present, together with some sulphides. Alluvial tin and tungsten was won from Lankeys Creek. Reported mineralisation appears to show a strong vertical zoning with rich cassiterite only being concentrated near surface. None of the lodes were worked to any appreciable depth. The mineralisation may be similar to Mount Paynter.

The Horse Creek tin lodes may be on a continuation of the structure controlling the main lode at Mount Paynter. The worked lodes are very thin (15cm) and of limited extent but thin branch lodes were also worked, and the host hornfelses

are described as intensely quartz veined, indicating some development of stockworks. The lodes include narrow quartz veins and greisens. Tantalum is reported from the greisen. Minchins and the Horse Creek gold lodes are small reported vein occurrences. 8.5 Prospectivity and Targets Previous explorers have been unsuccessful in locating extensions to the mineralisation at Carboona by drilling, IP geophysics or geochemistry, and substantial tonnages do not seem likely in the vicinity of the mine except at depth. Carboona and the smaller known base metal deposits demonstrate the existence of a significant mineralising system, which given the right structural setting could form substantial tonnages of mineralisation. Structures related both to the granite intrusion and to the regionally significant Yarrara Shear Zone appear to be genetically important at Carboona. Structural analysis and modelling would be critical in targeting detailed exploration. The western part of the Licence is prospective for tin and tungsten mineralisation of the Mount Paynter style and the opportunities for bulk minable stockworks should be assessed at Horse Creek and Musgrave.

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Previous explorers have not targeted gold, but the presence of small shows indicated the potential for gold mineralisation, particularly around the Tom Groggin Granite and in the vicinity of the Yarrara Shear. 8.6 Conclusions

The Carboona lead silver fluorite mineralisation reaches grades and width of potentially economic interest, but previous drilling failed to locate any major extension to the mineralised lode. Mineralisation in this area shows evidence of zoning and is associated with one or more of the granite intrusives. 8.7 Proposed Exploration Program and Budget

A thorough data compilation and structural analysis of the known mineralisation and structural settings within the area will be used to identify favourable zones for detailed exploration. Regional stream sediment sampling will be used to infill gaps in the previous data (the northeast section of the Licence which appears not to have been covered by previous work, and most of the area has not been covered for gold). Prospects will be followed up by a combination of soil geochemistry and ground geophysics to locate structures and conductive sulphides, in order to target drilling. Table 6 - Planned expenditure, Carboona
Year 1 Minimum Subscription $2,500,000 Data compilation and interpretation Geochemistry (year 1 stream sediment and soil, year 2 soil) Ground geophysics or trenching R/c drilling Total $10,000 $20,000 $20,000 $50,000 Maximum Subscription $3,000,000 $15,000 $30,000 $30,000 $75,000 Year 2 Minimum Subscription $2,500,000 $5,000 $5,000 $15,000 $50,000 $75,000 Maximum Subscription $3,000,000 $10,000 $10,000 $30,000 $75,000 $125,000

Both Year 1 and Year 2 expenditures will be reduced in the case of the minimum subscription being attained. 9.0 EL 6830 OURNIE 9.1 Geology

The Tom Groggin Granite covers almost all the Licence area. The granite is described as an S-type granite, which is less fractionated than the Koetong Granite. In outcrop it is leucocratic and often quartz rich, with biotite being the main ferromagnesian mineral. The common occurrence of roof pendants indicates that the current land surface is near the top of the intrusive in this area. Geologically recent alluvium associated with the Murray River floodplain covers the extreme south of the area.

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9.2 Mining History The Isabella and Peep ODay Reefs were discovered before 1875 and worked intermittently until 1904 and 1885 respectively. Recorded production (after 1875) at Isabella is nearly 4,000 oz gold at an average grade of over 50 g/t (this probably represents hand sorted ore) and from Peep O Day 3,000 oz Au at a grade of 45 g/t Au.

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9.3 Previous Exploration

Stream sediment sampling for copper, zinc and tungsten was carried out by Glomex Mining. Southern Cross Exploration NL and Gulf Resources NL held the area briefly but could not gain access to the main reef so carried out no work on the properties.

Border Resources NL explored the Peep ODay lode and carried out stream sediment and soil sampling, ground magnetics and mapping (Johnston 1988). Two trenches were dug to follow up an arsenic soil anomaly at the Peep ODay lode but channel sample results were low (up to 0.5 g/t Au). 9.4 Prospectivity and Targets

The Ournie goldfield contains two main mineralised vein structures, Isabella and Peep O Day, hosted by granite and characterised by greisenitic wall rock alteration.

The Peep ODay reef trends north south and has been traced for around 700m on surface. This reef is narrow (5cm to 0.6m) and records indicate a variable dip (westerly above 17m and easterly below). While the workings have been backfilled there is still ample surface evidence of a significant amount of work having taken place. The Border Resources trenches exposed no alteration in the granite, although altered granite (weak argillic/sericitic alteration) has been found in the mullock. The trenches have downgraded the prospectivity of this reef, but it is possible that the trenches missed the mineralisation. The main Isabella workings extend for around 500m along an east west reef structure. The host granite may be altered to greisen around the reefs. There are no records of any recent inspections of the Isabella workings, nor any record of the width of the reef at Isabella. The gold at Isabella is associated with quartz and sulphides (pyrite, galena and arsenopyrite), and historic records indicate it to be possibly refractory. Some silver was also recovered from at least one reef in this area.

These reefs demonstrate that gold mineralising fluids were active in this area, and that the Tom Groggin Granite may be prospective for larger intrusive-related gold mineralisation, with the most likely form being sheeted vein mineralisation. While the known reefs represent small tonnage exploration targets, both warrant detailed ground inspection. Border Resources stream sediment sampling does not cover the area well, and their results included an intriguing anomalous sample in the upper part of Johanna Creek (upstream of Isabella reef ) and some high background values in the upper part of Ournie Creek. These should be followed up with a more comprehensive survey. This area contains known mineralisation in an area subject to little modern exploration and represents a good exploration potential for intrusive-related gold mineralisation.

9.5 Conclusions

The Ournie goldfield has potential to host economic gold mineralisation in stockworks and shears. The Isabella workings warrant ground inspection to assess prospectivity. One known geochemical anomaly is to be followed up, and geochemical coverage improved. 9.6 Proposed Exploration Program and Budget

A bulk cyanide leach stream sediment sampling programme for gold is planned, which will fill the gaps in the existing sampling. The known reefs will also be mapped and sampled. Soil sampling may be used for regional exploration in selected areas where drainage is poorly developed, and will also be used to follow up stream sediment anomalies.

Electrical ground geophysical methods (SAM or IP) will be used in target areas to define shear zones. Drilling will follow up geochemical and geophysical anomalies. Table 7 - Planned expenditure, Ournie
Year 1 Minimum Subscription Maximum Subscription $3,000,000 $10,000 $20,000 $20,000 $25,000 $75,000 Year 2 Minimum Subscription $2,500,000 $10,000 $15,000 $15,000 $35,000 $75,000 Maximum Subscription $3,000,000 $10,000 $30,000 $75,000 $75,000 $125,000

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$2,500,000 Data compilation and interpretation Geochemistry (year 1 stream sediment and soil, year 2 soil) Ground geophysics or trenching R/c drilling Total $8,000 $10,000 $12,000 $20,000 $50,000

Both Year 1 and Year 2 expenditures will be reduced in the case of the minimum subscription being attained. 10 .0 References

BASTER L.R. 1969, 1970. EL163 exploration reports. Geological Survey of New South Wales, File GS 1969/370 FORWOOD P. 1969. Exploration reports on AtPs 3085, (unpublished). 3120 & 3229. Geological Survey of New South Wales, File CARNE, J.C.1911. The Tin Mining Industry. Geological GS1969/251 (unpublished). Survey of New South Wales, Mineral Resources No 14. HEE R.F. 1988. Progress Report EL 2937 Carabost, CHAN K.M. 1983. Final Report on EL 1181. Geological Survey Cyprus Gold. Geological Survey of New South Wales, File of New South Wales, File GS1983/180 (unpublished). GS1988/154 (unpublished). CHAN K.M. AND MORTIMER G. 1982. Report on Compilation, Averaging and Processing of Assays of Bulk and Channel Samples Mount Paynter EL 1181, Jingellic area. Progress Report on EL1181. Geological Survey of New South Wales, File GS 1981/499 (unpublished) JAY W.H. 1971. Exploration reports on EL258. Geological Survey of New South Wales, File GS1972/343 (unpublished). JOHNSTON T.E. 1988. Report on EL 3059. Geological Survey of New South Wales, File GS1988/249 (unpublished). LANG J.R. & BAKER T. 2001. Intrusion-related gold systems: the present level of understanding. Mineralium Deposita 36, 477-489.

CHAPPELL B.W. HAPPELL B.W. ENGLISH P.M. KING P.L. WHITE A.J. & WYBORN D. 1991. Granites and related rocks of the Lachlan Fold Belt (1:250 000 scale map), Bureau of Mineral Resources, Geology and Geophysics, Canberra, Australia.

MARKHAM N.L. AND BASDEN H. 1975. The Mineral Deposits of NSW. Geological Survey of New South Wales, DEGELING P. 1976. Wagga Wagga Metallogenic Study. Sydney, 682pp. Geological Survey of New South Wales, Sydney. MARTIN A.R. 1996 Exploration report for EL 4704 for Helix DOWNES J.C. 2003. Yarrara Reefs Gold Project. Resources. Geological Survey of New South Wales, File Geological Survey of New South Wales, File GS 2003/406 GS1996/163 (unpublished). (unpublished). MCCLATCHIE L.1980. Introductory report on EL 1356, DOWNES J.C. 2003. First annual and final exploration Jingellic area, southern NSW. Geological Survey of New report, EL 5938, Tumbarumba area, Geological Survey of South Wales, File GS1980/477 (unpublished). New South Wales, File GS2003/406 (unpublished). MORLAND R. 1982 Final report on EL 1732 for Electrolytic FISHER N.H. & KNIGHT C.L. 1942. Geological Report on the Zinc. Geological Survey of New South Wales, File GS1982/320 Wymah Wolfram area. In Geological Survey of New South (unpublished). Wales, Mine Record 2553.

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RAMPE M. 2005. Mount Paynter project, EL6356, capable of affecting the independence of Geos or the annual report for 12 month period ending 10/12/2005. undersigned. Geological Survey of New South Wales, File GS2006/115 Geos, the authors and members of the authors families, (unpublished). have no interest in, or entitlement to, any of the project RAMPE M. 2006. Mount Paynter project, EL6356, annual areas the subject of this report. report for 12 month period ending 10/12/2006. Exploration 13.0 Limitations and Consent report for Monaro Mining NL (unpublished). The opinions expressed herein are given in good faith and RASMUS P.L. 1969. Tungsten. Geological Survey of New Geos believes that any assumptions or interpretations are South Wales, Mineral Industry 41. reasonable. SHAH Z. 1983. Exploration reports for Gulf Southern Cross With respect to this report and its use by Noah and its joint venture. Geological Survey of New South Wales, Files advisers, Noah agrees to indemnify and hold harmless Geos, GS1983/353 and GS1983/543 (unpublished). its shareholders, directors, officers and associates against WHITE A.J.R., ALLEN C.M., BEAMS S.D., CARR P.F., any and all losses, claims, damages, liabilities or actions to CHAMPION D.C., CHAPPELL, B.W., WYBORN D. & WYBORN which they or any of them may become subject under any L.A.I. 2001. Granite suites and supersuites in Australia. securities act, statute or common law, except in respect to Australian Journal of Earth Sciences, 48, 515-530. fraudulent conduct, negligence or wilful misconduct, and will reimburse them on a current basis for any legal or other WILLIS J.L. 1969. Mining History of the Tumbarumba Gold expenses incurred by them in connection with investigating Field, Unpublished report, Geological Survey of New South any claims or defending any actions, except where they Wales, Bulletin.23 or any of them are found liable for, or guilty of fraudulent WILLIS J.L. 1970 The Jupiter Mine, Mullengandra. conduct, negligence or wilful misconduct. Geological Survey of New South Wales, Report GS1969/547 This report is provided to Noah solely for the purpose of (unpublished). assisting potential investors and other interested parties 11.0 Statement of Capability in assessing the geological and technical issues as well as This report has been prepared by Geos Mining with the the potential risks associated with Noahs acquisition and exploration of the five exploration projects outlined above principal consultant being Sue Border. and should not be used or relied upon for any other purpose. Sue Border (BSc Hons, Gr Dip, MAIG, MAusIMM, MMICA) This report does not constitute a full technical audit but rather Ms Border has 30 years experience in the minerals industry it seeks to provide an independent overview and technical working mainly in Africa and Australia. Sue specialises in appreciation of Noahs exploration projects. Neither the project assessment, exploration management and reserve whole nor any part of this report, nor any reference thereto, estimation. Her broad experience includes periods as a may be included in, or with, or attached to any document or mine geologist, consultant, academic, and exploration used for any purpose without Geos written consent to the manager before starting Geos Mining. She is principal of form and context in which it appears. Geos Mining. Sue has specialist experience in a wide variety Appendix 1 Mount Paynter Resource Summary of metals and industrial minerals. Noah is acquiring a 70% interest in EL 6356 covering the 12.0 Statement of Independence Mount Paynter deposit, which was historically exploited Geos is independent of all parties involved with the project mainly for tin between 1870 and 1930. The deposit is hosted activities described in this report. Geos will receive a by the Koetong Granite and consists of quartz veins and professional fee based on standard rates plus reimbursement greisens containing tin and tungsten mineralization. Tin is of out of pocket expenses for the preparation of this closely associated with the quartz while tungsten occurs in report. The payment of these fees is not contingent upon both quartz and greisen veins. The deposit was explored the success or otherwise of the proposed listing or any by diamond drilling and underground exploration between associated fundraising. There are no pecuniary or other 1965 and 1985. There has been no recent recorded access to interests, which could be reasonably regarded as being the underground adit and drive and there is no guarantee that these could be used as access during future exploration.

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Previous mining has been minor with recorded production of only 3.25t of tin. Inspection of the historic workings at surface indicates that most production was from very shallow workings. A geological model has been prepared of the largest mineralised structure, the main lode. This lode structure contains both quartz and greisen veins. The thickest part of the lode coincides with the centre of the main mineralised zone and plunges steeply northeast. The lode is generally from 0.5 to 3m in true thickness. A barren dyke intersects the eastern part of the lode (see attached figure).

Data Quality At Mount Paynter all mapping and hole locations are recorded in a local grid, and the accuracy of these locations has not been confirmed, but Geos considers the locations should be sufficiently reliable for an inferred resource. Most but not all the holes have internal surveys. Analyses were carried out by reputable laboratories and a check of underground bulk samples against chip samples showed variability (not unusual for this style of mineralisation) but no bias between the two data sets

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Geos Mining has estimated a resource of 245,000t grading 0.45% tungsten and 0.27% tin in this shoot, excluding the area affected by the intrusion of the dyke. Under the JORC code this is classified as an Inferred Resource.

This resource was estimated from the historic diamond drilling (18 holes), underground chip samples (52 channel samples) and underground bulk samples (18), assuming a conservative bulk density of 2.5g/cm3. The resource was confined to the main lode structure. The grade was estimated using classical averaging of values from within the defined lode structure, while tonnage was estimated using the 3D modelled volume of the lode. A minimum cut-off of 0.12%W was used to define the edge of the resource. A minimum thickness of 1.3m horizontal width has been used, with narrower intersections being diluted out to this width (assuming where the diluting material was not analysed it has a grade of 50 ppm tin and 50 ppm tungsten). No specific allowance has been made for the previous mining, although the top 5 to 10m of the lode has been excluded from the resource, and most of the previous workings are confined to these shallow depths.

Perspective view of Mount Paynter main lode Looking south. Dyke around 8m wide. Note the surface workings extending beyond the end of the modelled dyke used for resource estimation. .

On its own, this resource is considered too small for economic exploitation using conventional techniques under current economic conditions. However there are good exploration prospects for additional mineralization within the Exploration Licence. The mineralised shoot is open at depth and there is also potential for additional mineralization both along strike in the main lode and in other structures in the vicinity. Previous mining and exploration was mainly focused on tin, and there is evidence that tungsten bearing greisens may have been overlooked.

JORC Statement
The information in this report relating to exploration results and resources is based on information compiled by Sue Border who is a fellow of the Australian Institute of Geoscientists and who is employed by Geos Mining. Sue has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which she 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. Sue Border consents to the inclusion in the report of the matters based on her information in the form and context in which it appears.

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Glossary
14.0 Glossary Adamellite A coarse grained intrusive rock intermediate in composition between granite and granodiorite Adaminaby Group A stratigraphic unit, a specific sequence of sediments deposited in a marine environment in the Ordovician Adit Air track drilling Horizontal entry into an underground mine Drilling method used for reconnaissance drilling, produces samples of chips Related to sediment deposited by a river or stream Light coloured fine grained rocks with granitic affinities Broad term applied to rock of a detrital sedimentary origin Containing clay A sulphide mineral of iron and arsenic A common rock forming silicate mineral of the mica group, containing varying proportions of potassium, iron, magnesium and aluminium A reddish white metallic element which may be an indicator of a particular style of intrusive-related gold deposit Calcium carbonate (CaCO3), a common mineral constituent of sedimentary rocks, particularly limestone Materials rich in carbon Tin oxide (SnO2), the most common tin ore mineral

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Alluvial Aplite Arenites Argillic Arsenopyrite Biotite Bismuth Calcite Carbonaceous Cassiterite

Channel sampling A method of taking physical samples of an exposed rock surface which are representative of a geological unit Chalcopyrite Chert Cordierite Costeans Drill chips Copper and iron sulphide, the most common copper ore mineral A hard, dense cryptocrystalline siliceous rock Silicate mineral commonly formed in thermally metamorphosed sedimentary rocks Small pits or trenches dug through the soil and superficial deposits to expose and sample the solid rock beneath Chips of rock produced by percussion drilling methods

Diamond drilling Drilling by a diamond impregnated drill bit attached to the end of hollow drill rods to cut a cylindrical core of solid rock Dolerite EL Felsic Flysch Galena Greisen Hornfels Hydrothermal A type of volcanic rock formed below the surface Exploration Licence A term used to describe light coloured silicate minerals such as quartz and feldspar A sandstone formation usually associated with contemporaneous mountain building Lead sulphide, the most common lead ore mineral A form of alteration restricted to the outer edges of some granite intrusions A medium or fine grained granulose rock produced by thermal metamorphism describes mineralisation deposited from hot aqueous fluids passing through rock

Inferred Resource Mineral resource for which tonnage, grade and mineral content can be estimated with a low level of confidence as estimates are largely based on broad geological evidence but not verified geological and/or grade continuity Intrusive IP An igneous rock which has been intruded into pre-existing rocks Induced Polarisation; a surface electrical-geophysical survey technique which is used to search for certain types of sulphide deposit

Isocline JORC Code

A fold in which the adjacent limbs are parallel A widely accepted standard set by the Joint Ore Reserves Committee (JORC) for public reporting to ensure that investors and their advisers have all the information they would reasonably require for forming a reliable opinion on the results and estimates being reported

Lachlan Fold Belt A 700km wide, 1000km long belt in southeast Australia consisting of deformed shallow marine sediments and volcanics

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Leucocratic Metasediments Mafics Mineralisation Monzonite Muscovite Ordovician Pegmatite Pelite Phyllite Plutons Porphyry Psammitic RC Drilling Rock chip Scheelite Selvedge Sericitic Shear zone Sphalerite Stockworks Strike Tourmaline Vein Volcaniclastics Wolframite

A term applied to igneous rocks consisting mainly of light-coloured minerals such as quartz, feldspars and white micas Sediments or sedimentary rocks which show evidence of being exposed to metamorphism Igneous rocks with a high magnesium and iron content, usually dark in colour Term describing the hydrothermal deposition of economically important minerals in the formation of ore bodies. Coarse grained igneous rock containing two types of feldspar Transparent mineral commonly occurring in igneous rocks such as granite Geological time period extending from 490 million years to 434 million years ago Very coarse grained igneous rock with a grain size of 3cm or more Metamorphosed sedimentary rock with very fine particles Metamorphic rock which has a slightly coarser grain than slate; intermediate between slate and schist A large intrusive mass of igneous rocks An igneous rock in which larger crystals (phenocrysts) are scattered through a matrix of smaller crystals, porphyry rocks are associated with a particular type of mineral deposit Term used to describe metamorphosed sandstones and quartzites Reverse circulation drilling, a form of percussion drilling where the sample is returned through the centre of the drill string so minimising contamination of the sample A method of sampling exposed rocks; generally not considered as representative as a channel sample A tungsten mineral, calcium tungstate CaWO4 Minerals or structures formed at the contact of a vein with the rock it intrudes Describes alteration where minerals are changed to sericite (fine grained muscovite) which is often associated with copper, tin or other hydrothermal ore deposits A zone where rock has been stressed or deformed, often host ore bodies as they focus hydrothermal flows Zinc sulphide, an important ore mineral of zinc Three dimensional network of irregular veinlets Direction of a line created by intersection of a rock surface with a horizontal plane A complex silicate mineral composed of aluminium and boron with sodium, calcium, iron, magnesium, lithium and other elements A fracture in rock which has been filled with mineral, often quartz. Rocks composed of fragments of material derived from volcanic eruptions and ash An ore of tungsten (Fe, Mn)WO4

Stratigraphic unit A body of adjacent rock strata recognised as a unit in the classification of a rock sequence

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5. Independent Solicitors Report

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24 September 2007 The Directors Noah Resources NL Level 2 37 St Georges Tce PERTH WA 6000 Dear Sirs Solicitors Tenement Report This tenement report (Report) has been prepared for inclusion in a prospectus to be dated on or about 2 October 2007 to be issued by Noah Resources NL (Company) for the issue of up to 15 million shares at 20 cents each to raise up to $3,000,000, with a minimum subscription of $2,500,000 (Prospectus).

For personal use only

This Report relates to mining tenements situated in New South Wales in which the Company either has an interest in its own right or is entitled to acquire an interest pursuant to the material contract referred to below (Tenements). Details of the Tenements disclosed by our searches are set out in Schedule 1 to this Report (Tenement Summary). Details of the material contract which affects the Tenements is set out in Schedule 2 to this Report (Material Contract Summary). Schedules 1 and 2 form part of this Report. This Report comprises the following Sections: 1. Overview 2. Searches 3. Opinion 4. Status of Tenements 5. General Information on NSW Tenements 6. Native Title General 7. Native Title Validity of Tenement Titles 8. Aboriginal Heritage Sites 9. Qualifications 10. Consent Schedule 1: Tenement Summary Schedule 2: Material Contract Summary

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1. OVERVIEW In this Report, all the Tenements comprise of granted exploration licences. As at the date of this Report, the Company has entered into an agreement with Monaro Mining NL (Material Contract) Under this Material Contract, the Company is entitled to acquire interests in Tenements EL 6694 and EL 6356 (sometimes referred to herein as the Monaro JV Tenements). The Material Contract is summarised in Schedule 2 to this Report.

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In addition to the interests being acquired under the Material Contract, the Company is registered as the owner of Tenements EL 6828, EL 6829 and EL 6830 (sometimes referred to herein as the Noah Tenements). 2. SEARCHES For the purposes of this Report, the following searches and enquiries have been made and considered, and documents reviewed, in respect of the Tenements: (a) searches of the tenements register maintained by the New South Wales Department of Primary Industries (DPI) dated 8 August 2007. (b) enquiries of relevant officers of the DPI; (c) in respect of each Tenement, a copy of each exploration licence deed duly signed by the Minister for Mineral Resources, New South Wales (NSW Minister) provided by the DPI and in respect of exploration licence 6356, a copy of an instrument of renewal duly signed by the NSW Minister, provided by the DPI (together, the Exploration License Documents); (d) searches of the Register of Native Title Claims, the National Native Title Register, the Register of Indigenous Land Use Agreements (ILUAs) and Schedule of Applications database maintained by the National Native Title Tribunal (NNTT) provided on 14 June 2007, including extracts from the National Native Title Register and the Register of ILUAs provided by the NNTT; (e) searches of the Aboriginal Heritage Information Management System (AHIMS) maintained by the New South WalesDepartment of Environment and Conservation (DEC) dated 25 June 2007.

The results of those searches are set out in the Tenement Summary in Schedule 1 to this Report. Section 4 of this Report provides a summary of the status of the Tenements.

3. OPINION On the basis of the searches referred to in Section 2 and our review of the Material Contract, and subject to the enforceability of, and the parties compliance with, that Material Contract and the assumptions and qualifications set out in this Report, we consider that this Report provides an accurate statement as to the status of the Tenements as at the date those searches were conducted. In providing this opinion, we have assumed: (a) the information in the registers maintained by the relevant government departments referred to in Section 2 is accurate and complete at the time the searches were conducted; (b) the Exploration Licence Documents referred to in Section 2(c) of this Report are accurate and complete; (c) the NSW Minister and the NSW Ministers delegates have been validly appointed and have acted within the scope of their respective power and authority in granting the Tenements, that the parties signatures on the Exploration Licence Documents referred to in Section 2(c) of this Report are authentic and that those documents are validly a uthorised, executed and delivered by each of the parties to them; (d) the parties signatures on the Material Contract are authentic and that the Material Contract is within the capacity and powers of those who executed it; and (e) the Material Contract is validly authorised, executed and delivered by and is binding on each of the parties and comprises the entire agreement of the parties with respect to its subject matter.

4. STATUS OF TENEMENTS 4.1 Tenements The Company is not the registered holder of Tenements EL 6356 and EL 6694. The registered holder of these Tenements is Monaro Mining NL. Under a Farm In and Joint Venture Agreement between the Company and Monaro Mining NL dated 21 August 2007 (Monaro Agreement), the Company has the right to acquire registrable interests in those Tenements. Accordingly, the Companys interests in those Tenements are contractual in nature, and are subject to the enforceability of the Monaro Agreement and the performance of that agreement by the relevant parties. Details of the Monaro Agreement are contained in the Material Contract Summary in Schedule 2 of this Report. The Company is registered as the owner of Tenements EL 6828, EL 6829 and EL 6830.

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All the Tenements have been granted in respect of Group 1 Minerals. Refer to the Tenement Summary for a list of the Group 1 Minerals. 4.2 Encumbrances and Dealings There are no encumbrances or dealings registered against the Tenements. 4.3 Expenditure and Rent

The Tenements are each subject to a minimum annual expenditure commitment (see also Section 5 of this Report). The results of the searches do not indicate the status of expenditure commitments. We enquired of the Company as to the level of expenditure undertaken by it or Monaro on the Tenements and were advised there has been no expenditure incurred on Tenements EL 6828, EL 6829, EL6830 and EL6694 during the current relevant annual period. In relation to EL 6356, the Company has advised that, as at the date of this Report, the minimum expenditure has not yet been incurred for the current relevant annual period. If the expenditure commitments are not met, the Tenements are liable for forfeiture. There are no rent conditions applicable to the Tenements. 4.4 Security Deposits Tenements EL 6694 and EL 6356 (being the Monaro JV Tenements) are subject to the lodgement of a joint security deposit of $50,000 and Tenements EL 6828, EL 6829 and EL 6830 (being the Noah Tenements) are each subject to lodgement of a security deposit of $10,000. The results of the searches indicate that the relevant security deposits have been lodged in respect of the Tenements. 4.5 Licence Conditions Each Tenement permits the holder to undertake reconnaissance and low intensity prospecting activities. Additional approval from the DPI is required before undertaking certain prospecting operations which may cause moderate or significant environmental impact. We are advised by the Company that no application has been made to the DPI to undertake prospecting activities which may cause such moderate or significant environmental impact.

The Tenements are subject to standard licence conditions relating to environmental and rehabilitation matters, drilling requirements, reporting requirements and lodgement of security. The Tenements also contain conditions relating to native title and Aboriginal heritage. 4.6 Native Title There are no registered native title claims or Indigenous Land Use Agreement (ILUA) or unregistered native title applications overlapping the Tenements other than the following: EL 6829 and EL 6830 is subject to Indigenous Land Use Agreement NIA 1998/001 between the NSW Aboriginal Land Council, Adelong Consolidated Gold Mines NL, the Walgalu People and the Wiradjuri People, registered on 21 June 1999. The Company is not a party to this ILUA and accordingly EL 6829 and EL 6830 are not affected by the ILUA.

The absence of a claim or claims over the area of the Tenements does not necessarily indicate that no native title exists over that area. Whilst we have conducted searches to ascertain if any native title claims and determinations have been lodged in the Federal Court in relation to the areas covered by the Tenements we have not undertaken any independent investigation on the likely existence or non-existence of native title rights and interests in respect of those areas, whether any claim may be made in the future or the implications for the registered holders interests and operations in the event of a determination of native title in any area covered by the Tenements. The Native Title Act 1993 (Cth) (NTA) contains no sunset provisions and it is possible that native title claims may be made in the future.

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It is a condition of EL 6694 (being one of the Monaro JV Tenements), EL 6828, EL 6829 and EL 6830 that the Company obtains the written consent of the NSW Minister prior to prospecting on any area of land or water on which native title exists. In respect of EL 6356 (one of the Noah Tenements), the search results disclose that approval to prospect on native title land or waters was granted on 5 January 2007. Refer to section 6 of this Report for general information on native title. 4.7 Aboriginal Heritage

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Aboriginal sites and objects were identified within the area of EL 6694 (being one of the Monaro JV Tenements), the details of which are set out in the Tenement Summary. It is generally a condition of the Tenements that the Company must: consider potential impacts on Aboriginal heritage prior to carrying out any prospecting; take all necessary precautions in drilling, excavating or disturbing the land and must not knowingly destroy, deface or damage any Aboriginal object or place except in accordance with a consent issued under the National Parks and Wildlife Act 1974 (NSW) (NPW Act); and notify the DPI and, if required by the DPI, must prepare a Review of Environmental Factors and Environmental ImpactStatement and obtain the written approval of the DPI prior to carrying out any prospecting (other than reconnaissance and low intensity activities).

The Company has advised that no application has been made to the DPI to carry out any prospecting activities which may cause moderate or significant environmental impact, nor has any Environmental Impact Statement been filed. Refer to Section 8 of this Report for general information on Aboriginal heritage.

4.8 Land Access and Compensation Our searches do not disclose any land access or compensation agreements registered against the Tenements. 5. GENERAL INFORMATION ON NSW MINING TENEMENTS

The Tenements comprise granted exploration licences granted under the NSW Mining Act.

In New South Wales, exploration licences are granted by the DPI under the provisions of the NSW Mining Act. The holder of an exploration licence is authorised to explore for only those mineral groups specified in the exploration licence within the tenement area.

An exploration licence may be granted for a period of up to 5 years and may be renewed by the NSW Minister for further periods not exceeding 5 years on any one occasion. Upon renewal of an exploration licence, the tenement area must be reduced by at least 50%. An exploration licence must be granted over a minimum area of 1 unit and a maximum area of 100 units, unless the NSW Minister determines otherwise. A unit is one minute of latitude by one minute of longitude. The holder of an exploration licence must expend certain minimum amounts on exploration activities during the term, with failure to do this leading to possible forfeiture of the licence. The current annual expenditure rates are as follows: Area 1 Unit 2 to 6 Units Grant $5,000 p/a for all groups Group 1: $2,000 plus $3,000 per unit p/a. Groups 2, 5 & 10: Half the Group 1 expenditure applied. Other Groups: At the discretion of Exploration Titles Committee Greater than 6 Units Group 1: $20,000 plus $500 per unit p/a. Groups 2, 5 & 10: Half the Group 1 expenditure applied. Other Groups: At discretion of Exploration Titles Committee. Renewal $5,000 p/a for all groups Group 1: $2,000 plus $3,000 per unit p/a. Groups 2, 5 & 10: Half the Group 1 expenditure applied. Other Groups: At the discretion of Exploration Titles Committee Group 1: $30,000 plus $1000 per unit p/a. Groups 2, 5 & 10: Half the Group 1 expenditure applied. Other Groups: At discretion of Exploration Titles Committee.

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In addition to expenditure requirements, an exploration licence is subject to such other licence conditions as the NSW Minister may impose. These conditions generally include conditions relating to the exploration activities, the protection of the environment, the protection of public and private interests, rehabilitation of the land, reporting requirements and the lodgement of security to cover obligations under the licence. The holder of an exploration licence is required to enter into an access agreement with the landholder (including native title holders) before carrying out any exploration activities on the tenement area. A landholder is entitled to be compensated for any loss suffered or likely to be suffered as a result of the exploration activities. If no agreement can be reached between the landholder and the tenement holder, the matter may be referred to arbitration and finally can be determined by the NSW Minister.

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The holder of an exploration licence may apply for an assessment lease, mining lease or mineral claim over the land the subject of the exploration licence. 6. NATIVE TITLE - GENERAL 6.1 Recognition of Native Title

In June 1992 the High Court of Australia delivered judgement in Mabo v Queensland (No.2) and for the first time the common law of Australia recognised the continuing existence of Aboriginal native title rights to their traditional land and waters following the colonisation of Australia by European settlement.

After the Mabo case, considerable uncertainty existed surrounding the validity of proprietary rights in Australia, including mining tenements and as a consequence the Native Title Act (NTA) was enacted by the Commonwealth Parliament and came into operation on 1 January 1994. The NTA was substantially amended in 1998 in response to the decision of the High Court in Wik People v Queensland which recognised that the granting of a pastoral lease did not necessarily extinguish all native title rights, some of which could co-exist with the rights under a pastoral lease. 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. In summary, the NTA: (a) provides for recognition and protection of native title; (b) establishes a regime by which claims for native title and compensation can be determined by the Federal Court of Australia; (c) provides procedures by which any future act affecting native title (such as the grant of a mining tenement) may be validly undertaken and by which registered native title claimants and native title holders may be afforded certain procedural rights including the right to negotiate; (d) makes valid certain past acts which would otherwise be invalidated because of native title; (e) extinguishes native title by the grant of private freehold title and exclusive possession tenures such as freeholding leases; (f ) establishes the position of a Native Title Registrar with responsibility to consider whether claims filed pass the requirements of the registration test, maintain registers of native title claims, native title determinations and Indigenous Land Use Agreements, and provide mediation services to parties to native title applications; and (g) establishes the National Native Title Tribunal, with responsibility to assist the Native Title Registrar and provide services and support to parties to native title claims.

New South Wales has enacted legislation complementary to the NTA which validates certain acts attributable to the State (the Native Title (New South Wales) Act 1994). 6.2 Native Title Claims

The NTA provides for procedures whereby a claimant may lodge an application for a determination of native title with the Federal Court. Once a native title claim has been lodged, the Federal Court will refer the claim to the Native Title Registrar who must determine whether the claim meets certain conditions concerning the merits of the claim, and certain procedural and other requirements established by the NTA (Registration Test).

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6.3 Proving a Native Title Claim Whether a native title claim is registered or unregistered, the native title claimants must prove that their claimed native title rights exist in the Federal Court, in order to have their claimed native title rights formally recognised. If a native title claim is successfully proved, the then current holder of any mining tenement may be liable for compensation for any effect of the grant of that tenement on the native title proved to have existed. 6.4 The Right to Negotiate and the Future Act Regime

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The NTA provides procedures for future grants of exploration licences (referred to as future acts) for the benefit of registered native title claimants/native title holders that are collectively known as the future act regime. After registration of their native title claim, claimants will be entitled to the right to negotiate with respect to certain proposed future acts (such as the grant of tenements) that may affect native title. The right to negotiate continues to apply where native title rights have been recognised in a determination of native title, with the main difference being that the procedural rights afforded under the NTA are afforded to the native title holders (i.e. the registered native title body corporate). The right to negotiate procedure requires the State to give notice of its intention to grant an exploration licence to any registered native title claimants, prescribed bodies corporate and the public. Generally, in relation to applications for exploration licences, the State will issue a notice including a statement that the tenement should be granted under the expedited procedure. This means the tenement will be granted without negotiations with any native title claimants/ native title holders. Registered native title claimants/native title holders may lodge an objection to this and if there are no objections lodged within the relevant 4 month period, the NNTT does not become involved and the State may proceed to grant the tenement in accordance with the NSW Mining Act procedures. If one or more objections are lodged the matter is referred to the NNTT which will determine the matter if no agreement is reached. The right to negotiate provisions of the NTA (if invoked) require the parties (i.e. the State, the tenement applicant and the registered native title claimants/native title holders) to negotiate in good faith for a period of not less than 6 months following the publication of the States notice that it intends to grant the tenement. If no agreement is reached within that time, the matter may be referred to the NNTT for determination as to whether, under the NTA, the tenement may be granted. If it determines that the tenement may be granted, the NNTT may impose conditions on the grant additional to those imposed under the NSW Mining Act. The NSW Minister has the power to overrule any determination by the NNTT in the interests of the State. The right to negotiate procedure will not apply where native title has been extinguished, where an exploration licence is granted solely for the purpose of the construction of an infrastructure facility associated with mining or where an ILUA has been entered into with the relevant Aboriginal people consenting to the grant of the tenement and such agreement has been registered with the NNTT. In New South Wales, the NSW Mining Act provides for two types of exploration licences, standard licences and low impact exploration licences. Grants of low-impact exploration licences are excluded from the right to negotiate procedure due to the exploration licences only authorising the holder to carry out limited exploration activities. At least 4 months prior to the grant of low-impact exploration licences, the DPI must notify any registered native title claimants, prescribed bodies corporate and NSW Native Title Services Limited. Grants of standard exploration licences are subject to the applicant selecting either to follow the right to negotiate procedure under the NTA or the NSW Minister imposing a licence condition requiring the NSW Ministers consent prior to carrying out exploration activities on potential native title land.

6.5 Renewals As with the grant of mining tenements, renewals of mining tenements 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 tenements validly granted before that date will not be subject to the right to negotiate process provided that: (a) the area to which the earlier right is made is not extended; (b) the term of the new right is no longer than the term of the earlier right; and (c) the rights to be created are not greater than the rights onferred 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 mining tenements are subject to the same right to negotiate process as is described above. 7. NATIVE TITLE VALIDITY OF TENEMENT TITLES The grant of a mining tenement is an act that is capable of affecting, and which may affect, native title. The future act processes of the NTA discussed in Section 6 above provide a mechanism for achieving the valid grant of a mining tenement in terms of native title. (a) Tenements granted prior to 1 January 1994

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Under the NTA, exploration licences granted prior to 1 January 1994 affecting native title are validated as past acts and native title (if any exists) is suspended by their grant to the extent of any inconsistency, until the expiry or surrender of the exploration licence. None of the Tenements were granted prior to 1 January 1994. (b) Tenements granted between 1 January 1994 and 23 December 1996

Under the NTA, exploration licences granted between 1 January 1994 and 23 December 1996 affecting native title are validated as intermediate past acts and any native title existing at the time of grant is suspended to the extent of any inconsistency until the expiry or surrender of the exploration licence. None of the Tenements were granted during this period. (c) Tenements granted after 23 December 1996 Mining tenements granted since 23 December 1996 which are affected by native title rights and interests will be valid provided the applicable processes prescribed by the NTA and the NSW Mining Act were complied with. All the Tenements were granted after 23 December 1996. We have not undertaken any independent investigation as to whether the granted Tenements have been validly granted in relation to native title considerations. 8. ABORIGINAL HERITAGE SITES

Both Commonwealth and State legislation protect and provide for the preservation of places, areas, and objects of significance to Aboriginal people in accordance with Aboriginal traditions. The Commonwealth Aboriginal and Torres Strait Islander Heritage Protection Act 1984 (Commonwealth Heritage Act) provides the Commonwealth Minister with power to make declarations for the protection and preservation of an area or object that is of Aboriginal significance.

Aboriginal heritage in New South Wales is mainly protected by the NPW Act. The NPW Act provides statutory protection for places and objects of special significance to Aboriginal culture. The DEC maintains a register of Aboriginal places and objects, however there is no requirement for an Aboriginal object or place to be registered or, indeed, to be declare or acknowledged as such for the purposes of the NPW Act.

We have not conducted any legal, historical, anthropological or ethnographic research regarding the existence or likely existence of any such Aboriginal heritage sites or objects within the area of the Tenements. The Company will need to ensure that any interference with such sites is in strict conformity with the provisions of the NPW Act and the Commonwealth Heritage Act. Further, under the NSW Mining Act, the NSW Minister must consider the conservation and protection of Aboriginal sites and objects on land the subject of an exploration licence application, prior to the grant of an exploration licence. The NSW Minister may impose licence conditions as appropriate, including consent to be obtained prior to certain exploration activities being undertaken on such land.

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9. QUALIFICATIONS This Report is based on, and subject to, the following assumptions and qualifications: (a) We have assumed that all searches conducted on our behalf by various government departments are complete, accurate and up to date as at the date the searches were conducted. (b) We have assumed that all information or advice, whether oral or written, provided by third parties, including the Company and its agents and representatives, is accurate, complete and up to date as at the date the information was provided. (c) The references in Schedule 1 to the areas of the Tenements are taken from details shown on the DPIs register and we have not undertaken independent surveys to verify the accuracy of the Tenement areas. (d) Where Ministerial consent is required in relation to the transfer of any Tenement, we express no opinion as to whether such consent will be granted, or the consequences of consent being refused. (e) We have assumed that we have been provided with copies of all the material agreements that relate to the Tenements and express no opinion as to whether any other agreements in respect of the Tenements exist. (f ) Where compliance with the terms and conditions of any Tenement and all applicable provisions of the mining legislation and regulations in New South Wales and all other relevant legislation and regulations, or a possible claim in relation to the Tenement, is not disclosed on the face of the searches referred to in Section 2, we express no opinion as to such compliance or claim. 10. CONSENT

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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 by 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 without our prior consent. Yours faithfully

Anthony Kiernan Christensen Vaughan

SCHEDULE 1 TENEMENT SUMMARY


Status of Tenements

Tenement

Status

Holder / Applicant Noah Resources NL Noah Resources NL Noah Resources NL Monaro Mining NL Monaro Mining NL

Grant Date

Expiry Date

Area

Security

Expenditure Commitment (per annum) $36,000

Mineral Group Group 1* Group 1* Group 1* Group 1* Group 1*

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EL 6830

Current

12.07.07

12.07.09

32 Units

$10,000

EL 6829

Current

12.07.07

12.07.09

65 Units

$10,000

$52,500

EL 6828

Current

12.07.07

12.07.09

72 Units

$10,000 $50,000 lodged (joint security) $50,000 lodged (joint security)

$56,000

EL 6694 EL 6356

Current Current

05.01.07 10.12.04

04.01.09 09.12.08

52 Units 14 Units

$46,000 $44,000

*GROUP 1 MINERALS Antimony Arsenic Bismuth Cadmium Caesium Chromite Cobalt Nickel Niobium Platinum group metals Platinum Rare earth minerals Columbium Copper Galena Germanium Gold Indium Scandium and its ores Selenium Silver Sulphur Tamtalum Thorium Lead Tungsten and its ores Lithium Vanadium Zinc Zirconia Mercury Manganese Rubidium Molybdenite Iron minerals Tin

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SCHEDULE 1 TENEMENT SUMMARY (continued) Status of Native Title and Aboriginal Heritage Native Title Determinations Registered Native Title Claimants
Nil Nil Nil

Tenement

Unregistered Native Title Claimants


Nil Nil Nil

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Registered Indigenous Land Use Agreements


NIA 1998 / 001 NIA 1998 / 001 Nil Nil Nil Nil

Aboriginal Heritage (Sites and Places)

ELA 6830 ELA 6829 ELA 6828

Nil Nil Nil

EL 6694

Nil

Nil

Nil

Nil

Site ID 56-4-0061 Site Name Woomargama #1 Open artefact scatter Easting 527540 Northing 6021050; Site ID 56-7-0066 Site Name Woomargama #2 Isolated artefact find Easting 527460 Northing 6019700; Site ID 56-4-0067 Site Name Woomargama #3 Open artefact scatter Easting 525000 Northing 6023600; Site ID56-4-0068 Site Name Woomargama #4 Open artefact scatter Easting 524410 Northing 6023550; Site ID56-4-0069 Site Name Woomargama #5 Open artefact scatter Easting 524050 Northing 6023680; Site ID 61-1-0211 Site Name W7/D4/18 Artefact 531576 Northing 6015970; Site ID 61-1-0212 Site Name W7/D5/1 Artefact - Easting 530909 Northing 6013877; Site ID 61-1-0213 Site Name W7/D5/2 Artefact Easting 530916 Northing 6013293; Site ID 61-1-0214 Site Name W7/D5/3 Artefact Easting 530750 Northing 6012850; Site ID 61-1-0215- Site Name W7/D5/4 Artefact Easting 530648 Northing 6012335; Site ID 61-1-0216 Site name W7/D5/5 Artefact Easting 529762 Northing 6011783; Nil

EL 6356

Nil

Nil

Nil

Nil

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SCHEDULE 2 MATERIAL CONTRACT SUMMARY Monaro Farm In and Joint Venture Agreement Pursuant to a Farm In and Joint Venture Agreement dated 21 August 2007 between the Company and Monaro Mining NL, the Company can earn a 50% interest in exploration licences 6694 and 6356 (ELs) by sole funding expenditure of $200,000 within 2 years and after satisfaction of the Conditions discussed below (Commencement Date). Upon the Company earning a 50% interest, a joint venture will be formed between the parties and Monaro can elect whether to commence contributing to joint venture expenditure. If Monaro elects not to so contribute, Noah has the right to earn an additional 20% interest in the ELs by sole funding a further $200,000 in joint venture expenditure within 2 years after earning its initial 50% interest. The Agreement is conditional upon: i) Noah listing on the ASX by 31 December 2007; and ii) Monaro obtaining Ministerial approval under the NSW Mining Act to the transfer to Noah of up to a 70% interest in the ELs within 90 Business Days after the date of the agreement.

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Following the Commencement Date, Noah must on demand reimburse to Monaro any amounts incurred by Monaro in exploring or maintaining the ELs during the period between 3 June 2007 and the Commencement Date. Amounts so reimbursed will be credited towards the initial $200,000 to be sole funded by Noah.

In consideration of granting Noah the earn in rights above, Noah has agreed to accept applications from Monaro and its shareholders for up to 2,500,000 Shares pursuant to this Prospectus.

During the period in which Noah is sole funding expenditure (Sole Funding Period), it must maintain the ELs in good standing and ensure that in each year during the Sole Funding Period it satisfies the minimum expenditure conditions applicable to the ELs. Noah may withdraw from the Agreement at any time during the Sole Funding Period, provided that it has incurred, within 1 year after the Commencement Date, at least the minimum expenditure conditions required under the NSW Mining Act for that year and the ELs are in good standing as at the date of withdrawal. If at any time during the term of the Agreement, a party acquires an interest in a mining tenement immediately adjacent to, or within a 5km radius of the joint venture area, it must offer such interest to the joint venture for a consideration equal to the actual costs incurred by the offering party in acquiring such interest. Noah will be the first manager of the joint venture and will continue as manager during the Sole Funding Period and thereafter while it holds at least a 50% interest in the joint venture. Noah must during the Sole Funding Period indemnify Monaro from all claims, loss and damage Monaro may incur as a consequence of Noahs activities in relation to the ELs.

Any Party may elect at any time prior to commencement of mining to dilute its interest in the joint venture. If a partys interest dilutes to 5% or less then it will be deemed to have withdrawn from the Joint Venture and the other Party must pay to the diluted party a 2.5% net smelter royalty. If a decision to mine is made, either party may elect not to participate in mining or to convert its interest in a production area to a 2.5% net smelter royalty. If a party elects not to participate in mining, it will be deemed to have agreed to sell the whole of its interest to the other party at a purchase price equal to the fair market value. Any party may at any time during or after the Sole Funding Period (subject to Noahs rights and obligations during that period) withdraw from the joint venture by giving not less than 20 business days notice to the other party.

A party must not transfer any of its interest in the joint venture without first offering to transfer its interest to the other party at the same price (or reasonable cash equivalent if any non-cash consideration is offered) and on the same terms on which it is prepared to transfer that interest to a third party.

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6. Independent Accountants Report

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2 October 2007 The Directors Noah Resources NL Level 2 37 St Georges Terrace PERTH WA 6000

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Dear Sirs Independent Accountants Report This report has been prepared at the request of the Directors of Noah Resources NL (Noah or the Company) for inclusion in a prospectus to be dated on or around 9 October 2007 (the Prospectus) relating to the proposed issue by Noah of 15,000,000 shares to be issued at a price of 20 cents per share to raise a gross amount of $3,000,000. The minimum subscription has been set at 12,500,000 shares to raise a gross amount of $2,500,000. Basis of Preparation

This report has been prepared to provide investors with information on historical results (Income Statement) and Balance Sheet of Noah, and the Pro-Forma Income Statement and Pro-Forma Balance Sheet of Noah adjusted to include funds raised pursuant to the Prospectus and related transactions, as detailed in Appendices 1 and 2.

The Directors of the Company have resolved that the Companys first financial year will comprise the 15 months ended 30 June 2007. This report is in relation to that 15 month financial period ended on 30 June 2007. The historical and pro-forma financial information is presented in this report in an abbreviated form, to the extent that it does not include all the disclosures required by Australian Accounting Standards applicable to annual financial reports in accordance with the Corporations Act 2001. This report does not address the rights attaching to the securities to be issued pursuant to the Prospectus, nor the risks associated with investment in the securities. William Buck (WA) Pty Ltd has not been requested to consider the Prospectus, the securities on offer and the related pricing issues, nor the merits or risks associated with becoming a shareholder and accordingly we have not done so, nor do we purport to do so. William Buck (WA) Pty Ltd accordingly takes no responsibility for those matters or for any matter or omission in the prospectus, other than responsibility for this report. Background The Company was incorporated on 22 March 2006 as an Australian public no liability company. The business activities of the Company since incorporation have principally centred around the acquisition of interests in four mineral projects in Eastern Australia. These projects are prospective for deposits of gold, tin, tungsten and associated metals. On 23 March 2007 the Company lodged Exploration Licence applications with the Mining Registrar in New South Wales for three tenements. A Farm In and Joint Venture Agreement has been entered into with Monaro Mining NL in relation to two further tenements in New South Wales to be known as the Mt Paynter Joint Venture. The Company will have an opportunity to acquire up to a 70% interest in the joint venture.

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In addition to collecting information and undertaking its own due diligence the Company has commissioned GJN Enterprises Pty Ltd trading as Geos Mining to undertake an independent review of all these proposed mineral exploration projects. To date the Directors have funded the Companys operations, by way of loan funds. Scope of Examination

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The Directors of the Company have requested William Buck (WA) Pty Ltd to prepare an Independent Accountants Report on: The financial results of Noah for the 15 months ended 30 June 2007. The Balance Sheet of Noah as at 30 June 2007. The Pro-Forma Balance Sheet of Noah at 30 June 2007 and the Pro-Forma Income Statement for the 15 months ended 30 June 2007, adjusted to include funds to be raised pursuant to the Prospectus and completion of transactions referred to in Note 2 of Appendix 3.

All of the financial information referred to above has not been audited, however the financial information has been reviewed by us. The directors of Noah are responsible for the preparation and presentation of the historical and pro-forma financial information, including the determination of the pro-forma transactions. We have however, examined the financial statements and other relevant information, and made such enquiries as we consider necessary for the purpose of this report. The scope of our examination was substantially less than an audit examination conducted in accordance with Australian Auditing Standards and accordingly we do not express an audit opinion. Our examination included: Discussions with Directors and other key employees of Noah Review of agreements. A review of publicly available information A review of accounting records and other documents.

Opinion

Historical Information Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the historical financial information, as set out in Appendix 1 and Appendix 2 of this report is not presented fairly in accordance with the basis for preparation in Appendix 3 and with generally accepted accounting principles as applied in Australia for reporting on financial information in a public offer document.

Pro-Forma Financial Information Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the proforma financial information, as set out in Appendix 1 and Appendix 2 of this report, is not properly drawn up in accordance with the basis for preparation in Appendix 3 and assumptions set out in this report and with generally accepted practice as applied in Australia for presenting pro-forma financial information in a public offer document.

Subsequent Events To the best of our knowledge and belief, there have been no other material items, transactions or events subsequent to 30 June 2007 that have come to our attention during the course of our review which would cause the information included in this report to be misleading. Other Matters

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William Buck Assurance Services (WA) Pty Ltd, a firm related to William Buck (WA) Pty Ltd, have been appointed auditors of Noah. At the date of this report, neither William Buck (WA) Pty Ltd nor William Buck Assurance Services (WA) Pty Ltd has any interest in Noah either directly or indirectly, or in the outcome of the offer.

William Buck (WA) Pty Ltd and William Buck Assurance Services (WA) Pty Ltd were not involved in the preparation of any part of the Prospectus, and accordingly, make no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus.

William Buck (WA) Pty Ltd consents to the inclusion of this report (including Appendices 1 to 3) in the Prospectus in the form and content in which it is included. At the date of this report, this consent has not been withdrawn. Yours faithfully

WILLIAM BUCK (WA) PTY LTD ABN 37 009 325 008

Mark Collins Director

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INVESTIGATING ACCOUNTANTS REPORT APPENDIX 1 AUDITED INCOME STATEMENTS Note Unaudited 22 March 2006 to 30 June 2007 $ 1,144 (17,359) (16,215) (16,215) Unaudited Pro-Forma 22 March 2006 to 30 June 2007 $ 1,144 (77,359) (76,215) (76,215)

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Other income Other expenses Net (loss) before tax Income tax expense attributable to net loss Net (loss) after tax

2(a)

APPENDIX 2 UNAUDITED BALANCE SHEETS Note Unaudited 30 June 2007 Unaudited Pro-Forma 30 June 2007 Maximum Subscription $ 2,669,272 37,598 2,706,870 6,385 6,385 2,713,255 Unaudited Pro-Forma 30 June 2007 Minimum Subscription $ 2,169,272 37,598 2,206,870 6,385 6,385 2,213,255

Current assets Cash and cash equivalents Receivables and prepayments Total current assets Non-current assets Mining tenements Total non-current assets Total Assets Current liabilities Payables and accruals Short term borrowings Total current liabilities Net Assets / (Liabilities) Equity Issued capital Reserves Accumulated losses Total Equity / (Deficiency)

$ 3 4 20,763 91,107 111,870 6,385 6,385 118,255

6 7

24,468 110,000 134,468 (16,213)

24,468 24,468 2,688,787

24,468 24,468 2,188,787

8 9

2 (16,215) (16,213)

2,680,002 85,000 (76,215) 2,688,787

2,180,002 85,000 (76,215) 2,188,787

The Balance Sheet as at 30 June 2007 is in accordance with the Companys financial position as at that date. The ProForma Balance Sheet at 30 June 2007 represents the financial position as at that date adjusted for the transactions discussed in Note 2 of Appendix 3 to this report. The Balance Sheets are to be read in conjunction with the notes set out in Appendix 3.

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APPENDIX 3 NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies The significant accounting policies adopted in the preparation of the unaudited Balance Sheets and unaudited Income Statements, including the pro-forma financial information (collectively referred to as the financial statements) are:

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(a)

Basis of Accounting

The financial statements have been prepared in accordance with the measurement and recognition (but not the disclosure) requirements of applicable Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 and we have made such disclosures, as we consider necessary for the purposes of this Report, with the exception of AASB 107 Cash Flow Statements. The financial statements have been prepared on an accrual basis, are based on historical cost and except where stated do not take into account changing money values or current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets. The accounting policies have been consistently applied, unless otherwise stated. (b) Income Tax

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current Tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred Tax

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

The following temporary differences are not provided for: goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled, using tax rates enacted or substantially enacted at the balance sheet date. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income tax legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

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(c)

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in values, and bank overdrafts. Bank overdrafts are shown within short term borrowings in current liabilities on the balance sheet.

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(d)

Impairment of Assets

At each reporting date, the Company reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the assets fair value less costs to sell and value in use, is compared to the assets carrying value. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Any excess of the assets carrying value over its recoverable amount is expensed to the income statement.

Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Goodwill, intangible assets with indefinite lives and intangible assets not yet available for use are tested for impairment annually. Testing also occurs whenever there is an indication that the asset may be impaired. An impairment of goodwill is not subsequently reversed. (e) Trade and Other Payables

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. (f) Contributed Equity

Contributed equity is recognised at the fair value of the consideration received by the Company, less any capital raising costs in relation to the issue. (g) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST. (h) Revenue

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to financial assets. All revenue is stated net of the amount of goods and services tax. (i) Share-based Payments

Equity-settled share-based payment transactions are valued at the fair value of goods or services received, unless the fair value cannot be estimated reliably. Where a reliable estimate cannot be made of the fair value of the goods and services received the fair value is determined by reference to the fair value of the equity instrument granted.

The fair value determined at the grant date of equity-settled share-based payments is treated as the cost of the asset acquired or expensed on a straight line basis over the vesting period, based on the Companys estimate of shares that will vest. Vesting is not conditional upon a market condition. No asset or expense is recognised for a share-based payment that does not vest.

Key Estimates Share-based Payments The value attributed to share options issued is an estimate calculated using an appropriate mathematical formula based option pricing model. The choice of models and the resultant option value require assumptions to be made in relation to the likelihood and timing of the conversion of the options to shares and the value and volatility of the price of the underlying shares.

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(j)

Mining Tenements

Mining tenements are carried at cost, less accumulated impairment losses.

Mineral exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area of interest or sale of that area of interest, or exploration and evaluation activities have not reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in or in relation to, the area of interest are continuing. Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made. (k) Comparative Figures

The Company was incorporated on 22 March 2006 and its first financial year end on 30 June 2007, accordingly no prior period comparative figures are provided.

Note 2. Actual and Proposed Transactions to Arrive at the Pro-Forma Financial Statements

The ProForma Balance Sheet as at 30 June 2007 and the Pro-Forma Income Statement for the 15 months ended 30 June 2007 have been included for illustrative purposes to reflect the financial position and financial results of the Company on the basis of the following transactions which either occurred subsequent to 30 June 2007 or are proposed to occur after the Company has issued shares subject to this Prospectus: (a) (b) (c) (d) The proposed issue and allotment of 300,000 fully paid ordinary shares at 20 cents per share to selected charitable organisations. The proposed issue and allotment by Noah of 15,000,000 fully paid ordinary shares at an issue price of 20 cents per share to raise a total of $3,000,000 (the minimum subscription being 12,500,000 shares raising $2,500,000). The issue of 5,000,000 ordinary shares at 20 cents per share partly paid to 0.1 cents per share, to Promoters. The proposed payment of share issue costs relating to the IPO estimated at $385,000, comprising cash payments totalling $300,000 and the issue of 1,000,000 free share options which the Company has valued at $85,000 (8.5 cents per option). Repayment of loans from directors.

(e)

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Note

Unaudited 30 June 2007

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Note 3. Cash and Cash Equivalents Cash on hand Cash at bank Note 4. Receivables and Prepayments (a) Receivables GST receivable (b) Prepayments Capital raising costs (c) Deposits Note 5. Mining Tenements Exploration licence application fees Note 6. Payables and Accruals Sundry creditors Accrued expenses Note 7. Short-Term Borrowings Loans directors

$ 2 20,761 20,763

Unaudited Pro-Forma 30 June 2007 Maximum Subscription $ 2 2,669,270 2,669,272

Unaudited Pro-Forma 30 June 2007 Minimum Subscription $ 2 2,169,270 2,169,272

7,598 2(d) 53,509 30,000 91,107 6,385 1,368 23,100 24,468 2(e) Note 110,000 Unaudited 30 June 2007

7,598 30,000 37,598 6,385 1,368 23,100 24,468 Unaudited Pro-Forma 30 June 2007 Maximum Subscription $

7,598 30,000 37,598 6,385 1,368 23,100 24,468 Unaudited Pro-Forma 30 June 2007 Minimum Subscription $

Note 8. Issued Capital Share capital 2 fully paid shares at 30 April 2007 Issue of 300,000 fully paid shares at 20 cents to charitable organisations Issue of fully paid shares at 20 cents pursuant to prospectus Issue of 5,000,000 shares partly paid to $0001 per share Less: share issue costs Note 9. Reserves Option Reserve 2(d)

2(a) 2(b) 2(c) 2(d)

60,000 3,000,000 5,000 (385,000) 2,680,002

60,000 2,500,000 5,000 (385,000) 2,180,002

85,000

85,000

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Partly Paid Shares The Company is entitled to make further calls up to 19.9 cents per share on the 5,000,000 partly paid shares. Proposed Share Options The Broker to the Issue under the Prospectus is to receive 1,000,000 share options that have been valued by the Company at $85,000 using the Black Scholes option valuation methodology. The basic assumptions used were as follows:

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Exercise price of 20 cents Life of 750 trading days Volatility factor of 70% Risk free interest rate of 6.25% Market value of a Noah share of 20 cents (proposed IPO price)

The value per share option is calculated at 8.5 cents, resulting in a total value of $85,000. The share option reserve will be increased by $85,000 and the capital raising costs will be increased by $85,000.

Note

Unaudited 30 June 2007

$ Note 10. Accumulated Losses

Unaudited Pro-Forma 30 June 2007 Maximum Subscription $

Unaudited Pro-Forma 30 June 2007 Minimum Subscription $

Balance at 30 June 2007 Charitable donations

2(a)

(16,215) (16,215)

(16,215) (60,000) (76,215)

(16,215) (60,000) (76,215)

Note 11. Commitments

The Company has entered into a Farm In and Joint Venture Agreement with Monaro Mining NL whereby the Company will acquire a 50% interest in exploration licences for two tenements in New South Wales currently held by Monaro Mining NL. Consideration for this 50% interest will be that the Company solely funds exploration activities under the two licences to the extent of $200,000 in the first two years of the joint venture. The Company may acquire a further 20% interest by solely funding exploration activities for a further $200,000 in the second two years of the joint venture. The agreement with Monaro Mining NL is subject to the Company receiving approval from the Australian Stock Exchange (ASX) to list on the ASX on or before 31 December 2007, and Monaro Mining NL receiving Ministerial approval to transfer up to 70% of the proposed joint venture

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7. Corporate Governance

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The Company has adopted systems of control and accountability as the basis for the administration of corporate governance with the Board responsible for administering the applicable policies and procedures. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the spirit of corporate governance commensurate with the Companys needs. To the extent they are applicable, the Company has adopted the Ten Essential Corporate Governance Principles and Best Practice Recommendations (Recommendations) as published by ASX Corporate Governance Council. Due to the size of the Company it has not adopted in its entirety the recommendations, however will continually review the situation. Further information on the Companys corporate governance practices will be on the Companys website at www. noahresources.com.au. In accordance with the Recommendations, information published on the Companys website will include charters, codes of conduct and other policies and procedures relating to the Board and its responsibilities. As the Companys activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration. The Board sets out below its if not, why not report in relation to those matters of corporate governance where the Companys practices depart from the Recommendations.

Recommendation Reference ASX Guidelines


2.4

Notification of Departure

Explanation for Departure

A separate Nomination Committee has not been formed.

The Board considers that the Company is not currently of a size to justify the formation of a nomination committee. The Board as a whole undertakes the process of reviewing the skill base and experience of existing Directors to enable identification or attributes required in Directors.

4.2, 4.3, 4.4

A separate Audit Committee has not been formed.

The Board considers that the Company is not of a size, nor are its financial affairs of such complexity to justify the formation of an audit committee. The Board as a whole undertakes the selection and proper application of accounting policies, the integrity of financial reporting, the identification and management of risk and review of the operation of the internal control systems.

8.1

There is no defined process for performance evaluation of the Board, its committees, individual directors and key executives.

The current Board has only been in place since August 2007 and has not conducted a performance evaluation. It is proposed the Chairman will conduct a review in the 2007-2008 financial year.

9.2

There is no separate Remuneration Committee.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the formation of a remuneration committee. The Board as a whole is responsible for the remuneration arrangements for Directors and executives of the Company. In addition, all matters of remuneration will continue to be determined in accordance with Corporations Act requirements, especially in respect of related party transactions.

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8. Risk Factors

8.1 Introduction The Shares offered under this Prospectus should be considered speculative because of the nature of the business activities of the Company. Such activities are subject to a number of risks and other factors which may impact on the Companys future performance. Some of the risks which investors should consider before making a decision whether or not to apply for Shares under this Offer include, but are not limited to, the risks set out in this Section 8. Whilst the Directors commend the Offer, potential investors should consider whether the Shares offered are a suitable investment having regard to their own personal investment objectives and financial circumstances and the risk factors involved in such an investment, including those set out below. 8.2 Economic Risks

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The operations of the Company may be disrupted by a variety of risks and hazards which are beyond the control of the Company, including geological conditions, environmental hazards, technical and equipment failures, flooding and extended interruptions due to inclement or hazardous weather or other physical conditions, unavailability of drilling equipment, unexpected shortages of key personnel, labour, consumables or parts and equipment, fire, explosions and other incidents beyond the control of the Company. Accordingly, there is no assurance that the exploration and drilling projects described in this Prospectus, or any other projects that the Company may acquire in the further, can be profitably exploited. 8.6 Insurance Risks While the Company currently intends to maintain insurance within ranges of coverage consistent with exploration and mining industry practice, no assurance can be given that the Company will be able to obtain such insurance coverage at reasonable rates (or at all), or that any coverage it obtains will be adequate and available to cover any such claims. 8.7 Commodity Price and Exchange Rate Risks Commodity prices fluctuate and are affected by numerous factors beyond the control of the Company. These factors include world demand for base and other metals, forward selling by producers, and production cost levels in major metal-producing regions. Moreover, commodity prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and global and regional demand for, and supply of, the commodity as well as general global economic conditions. These factors may have an adverse effect on the Companys exploration, development and production activities, as well as on its ability to fund those activities.

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Companys exploration, development and future production activities, as well as on its ability to fund those activities. 8.3 Market conditions

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities and in particular, resources stocks. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company. 8.4 Security Investments

Applicants should be aware that there are risks associated with any securities investment. Securities listed on the stock market, and in particular securities of mining and exploration companies have experienced extreme price and volume fluctuations that have often been unrelated to the operating performances of such companies. These factors may materially affect the market price of the securities regardless of the Companys performance.

Furthermore, the international prices of most commodities are denominated in United States dollars, while the Companys cost base is in Australian dollars. Consequently, 8.5 Resource Exploration and Development Risks the Company is exposed to the fluctuations and volatility Exploration by its nature contains elements of significant risk. of the rate of exchange between the United States dollar The success of the Company depends on the discovery and and the Australian dollar as determined in the international delineation of economically mineable reserves and resources, markets. access to required development capital, movement in the 8.8 Environmental Risks price of commodities, securing and maintaining title to the Companys exploration and mining tenements and obtaining The operations and proposed activities of the Company are all consents and approvals necessary for the conduct of its subject to Australian State and Federal laws and regulations exploration and mining activities. concerning the environment and the Company cannot carry

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The Companys activities will require substantial As with most exploration and mining operations, the expenditures. There can be no guarantees that the funds Companys activities are expected to impact on the raised through the Offer will be sufficient to successfully environment. Mineral exploration and production can be achieve all the objectives of the Companys overall business environmentally sensitive activities which can give rise to strategy. If the Company is unable to use debt or equity substantial costs for environmental rehabilitation, damage, to fund expansion after the substantial exhaustion of the control and losses. net proceeds of the Offer there can be no assurances that the Company will have sufficient capital resources for that The Company intends to conduct its activities in an purpose, or other purposes, or that it will be able to obtain environmentally responsible manner and in accordance additional resources on terms acceptable to the Company with all applicable laws. Nevertheless there are certain or at all. Any additional equity financing may be dilutive to environmental risks inherent in exploration and mining shareholders and any debt financing if available may involve activities which could subject the Company to liability. restrictive covenants, which limit the Companys operations Further, if there are environmental rehabilitation conditions and business strategy. attached to the mining tenements of the Company, failure to meet such conditions could lead to forfeiture of these The Companys failure to raise capital if and when needed tenements. could delay or suspend the Companys business strategy and could have a material adverse effect on the Companys 8.9 Native Title and Title Risks activities. Interests in tenements in Australia are governed by the 8.12 Potential Acquisitions respective State legislation and are evidenced by the granting of leases and licences. Each licence or lease is for As part of its business strategy, the Company may make a specific term and carries with it annual expenditure, rent, acquisitions of or significant investments in companies, reporting requirements and other conditions requirement products, technologies or resource projects. Any such future compliance. Consequently, the Company could lose title transactions would be accompanied by the risks commonly to its interest in tenements if licence or lease conditions encountered in making acquisitions of companies, products, are not met or if insufficient funds are available to meet technologies or resource projects. expenditure and rental commitments. 8.13 Resource Estimations It is also possible that in relation to tenements in which the Resource estimates are expressions of judgment based on Company has an interest or will in the future acquire such knowledge, experience and resource modelling. As such, interest, there may be areas over which legitimate common resource estimates are inherently imprecise and rely to law native title rights of Aboriginal Australians exist. If native some extent on interpretations made. Despite employing title rights do exist, the ability of the Company to gain access qualified professionals to prepare resource estimates, to tenements or to progress from the exploration phase to such estimates may nevertheless prove to be inaccurate. the development and mining phases of operations may be Furthermore, resource estimates may change over time as affected. The Independent Solicitors Report contained in new information becomes available. Should the company Section 5 of this Prospectus provides details in respect to encounter mineralisation or geological formations native title and the validity of the title to the tenements. different from those predicted by past drilling, sampling 8.10 Joint Venture Parties, Agents and Contractors and interpretations, resource estimates may need to be altered in a way that could adversely affect the Companys The Directors are unable to predict the risk of financial failure operations. or default by a participant in any joint venture to which the Company is or may become a party or the insolvency or 8.14 Reliance on Key Personnel managerial failure by any of the contractors used (or to be The Companys success depends largely on the core used in the future) by the Company in any of its activities competencies of its directors and management, and their or the insolvency or other managerial failure by any of the familiarisation with, and ability to operate, in the metals and other service providers used (or to be used in the future) by mining industry and the Companys ability to retain its key the Company for any activity. Executives.

out its activities without prior approval from and compliance with all requirements of the relevant authorities.

8.11 Future Capital Requirements

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9. Additional Information

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9.1 Incorporation The Company was incorporated on 22 March 2006, as a public no liability Company. The Companys financial year ends on 30 June each year and the directors expect the Company will be taxed in Australia as a public company. 9.2 Rights Attaching To Shares

Dividends Subject to the Corporations Act and any rights or restrictions attached to a class of shares, the Company may pay dividends as the Directors resolve but only out of profits of the Company. The Directors may determine the method of payment of the dividend. Winding up

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Subject to any rights or restrictions attached to a class of shares, on a winding up of the Company any surplus must be divided among the Shareholders of the Company in proportion to the shares held by them respectively, irrespective of the amount paid-up or credited as paid up The rights attaching to the Shares arise from a combination on the shares. A liquidator may, with the authority of a of the Companys Constitution, the Corporations Act, the special resolution of the shareholders, divide among the ASX Listing Rules and general law. A copy of the Companys shareholders in kind the whole or any part of the property Constitution is available for inspection during business of the Company, set such value as he considers fair upon hours at its registered office. any property so divided and determine how the division is to be carried out between shareholders or different classes A summary of the more significant rights is set out below. This summary is not exhaustive nor does it constitute of shareholders. Shares classified as restricted securities at a definitive statement of the rights and liabilities of the the time of the commencement of the winding up will rank Companys Shareholders. To obtain such a statement, in priority after all other shares. investors should seek independent legal advice. Transfer of Shares The Shares to be issued pursuant to this Prospectus are ordinary shares and will as from their allotment rank equally in all respects with all ordinary fully paid shares in the Company. Voting Rights A shareholder may transfer shares by a market transfer in accordance with any computerised or electronic system established or recognised by the ASX Listing Rules or the Corporations Act for the purpose of facilitating dealings in shares or by an instrument in writing which is sufficient under the Corporations Act, or in a form approved by the ASX, any other usual form or in any form approved by the Directors. The Directors may decline to register any transfer of Shares (other than a market transfer) but only where permitted or required to do so by the ASX Listing Rules or the SCH Business Rules. The Company must not prevent, delay or interfere with the registration of a market transfer where to do so would be contrary to the provisions of any of the ASX Listing Rules or the SCH Business Rules. Directors The Constitution contains provisions relating to the rotation and election of Directors. The Directors may exercise all powers of the Company as are not, by the Corporations Act or by the Constitution of the Company, required to be exercised by the Company in general meeting. Any sale or disposal of the Companys

Subject to the Constitution of the Company and any rights or restrictions at the time being attached to a class of shares, at a general meeting of the Company every Shareholder present in person, or by proxy, attorney or representative has one vote on a show of hands, and upon a poll, one vote for each fully paid Share held by the Shareholder or in respect of which a proxy, attorney or representative is appointed, and for each partly paid share held, a fraction of one vote equal to the proportion which the amount paid up (not credited) bears to the total amounts paid and payable (excluding amounts credited) on that share. In the case of an equality of votes, the chairman has a casting vote. Amounts paid in advance of a call are ignored when calculating the proportion. A poll may be demanded by the chairman of the meeting, by any five shareholders present in person or by proxy, attorney or representative, or by any one or more shareholders who are together entitled to not less than 5% of the total voting rights of all shareholders having the right to vote at that meeting.

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main undertaking must only be made subject to the prior approval or ratification by the Company in general meeting and no commission or fee is payable to any Director or liquidator of the Company on the sale or disposal of the Companys main undertaking, or on the liquidation of the Company, unless it has been ratified by the Company in general meeting. Calls on Shares

Subject to the Corporations Act, the ASX Listing Rules and the terms of issue of a share, the Company may make calls on the Shareholders of a share for all, or any part of, the amount unpaid on the share, except that no call may be made earlier than one month from the date fixed for the payment of the last preceding call. Calls are payable not less than 14 days from the day on which the call is made. All outstanding monies payable in respect of a call will bear interest at the rate of 18%, or such other rate fixed by the Directors, from the due date until the earlier of the date payment is received or the relevant share is forfeited.

deduct or set off against any such dividend paid by the Company, may recover as a debt due from such Shareholder any monies paid by the Company in excess of any dividend, bonus or other money then due by the Company to such Shareholder and may, if any such money is paid by the Company, refuse to register a transfer of any Shares (other than a market transfer) by any such Shareholder until such money is set off or deducted or until any excess is paid to the Company. Further Increases in Capital Subject to the Corporations Act, the ASX Listing Rules the Constitution of the Company and any special rights attached to any existing shares or class of shares, the Directors may at any time issue shares, either as ordinary shares or shares of a named class, and grant options over shares, on such terms and conditions and at such price as the Directors resolve. Variation of Rights Attaching to Shares Subject to sections 246B to 246E of the Corporations Act, the Company may vary the rights attached to shares in any class (unless otherwise provided by the terms of issue of the shares of that class) by either special resolution passed at a separate meeting of the holders of the shares in that class, or with the written consent of the holders of at least 75% of the votes in that class. General Meeting and Notice Each Shareholder will be entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive notices, accounts and other documents required to be furnished to Shareholders under the Companys Constitution, the Corporations Act and the ASX Listing Rules. Alteration to the Constitution The constitution can only be amended by a special resolution passed by at least 75% of shareholders present and voting at a general meeting. At least 28 days notice of the intention to propose the special resolution must be given. 9.3 Terms and Conditions of Options The terms and conditions of the Options are: a. Each Option entitles the holder to subscribe for one ordinary share in the Company upon payment of 20 cents. b. The Options are exercisable at any time during the period commencing on the date the Companys Shares are admitted to quotation on the ASX and expiring 3 years

The Company currently has on issue 5,000,000 Partly Paid Shares, the terms of which are set out in Section 9.4 of this Prospectus.

If a Shareholder fails to pay a call or instalment of a call by its due date and fails to comply with a notice served on the Shareholder by the Directors requiring payment within 14 business days after the due date for payment of the call or instalment of the call, the share in respect of which the call was made is automatically forfeited without any resolution of the Directors to that effect. The provisions of the Constitution relating to forfeiture also apply in the case of non-payment of any sum that, by the terms of the issue of a share, becomes payable at a fixed time, as if that sum had been payable by virtue of a call made. The Company has no contractual right to recover calls made on shares from a Shareholder who fails to pay them. Lien Subject to the ASX Listing Rules, the Corporations Act and the SCH Business Rules, if the Company is required by law to make any payment in respect of any Shares held by a Shareholder or any transfer of Shares, or of any dividends, bonuses or other monies due or payable to such Shareholder by the Company in respect of the Shares, the Company is fully indemnified by such Shareholder, has a lien on all dividends payable in respect of the Shares, may

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after the date of admission (Expiry Date), by notice in writing to the Directors of the Company accompanied by payment of the exercise price. An exercise of only some of the Options shall not affect the rights of the holder to the balance of the Options held by him.

9.4 Terms and Conditions of Partly Paid Shares 1. Each Partly Paid Share is issued at a price of 20 cents of which 0.1 cent is paid on issue with the balance of the issue price payable at the election of the holder at any time within 36 months of issue, and subject to, points 2 and 3 below. 2. The holder shall have the right to pay calls in advance on the Partly Paid Shares issued. Any notice of payment of calls in advance by the holder (Payment Notice) shall be in writing and delivered to the registered office of the Company. The Payment Notice shall specify the number of Partly Paid Shares in respect of which such payment is being made, the amount per share which is being paid up, and shall be accompanied by the appropriate payment for the number of partly paid shares specified in the Payment Notice. The Directors of the Company must, within 3 days after receipt of the Payment Notice, accept payment, credit the amount paid up and issue the appropriate holding statement for fully paid shares in respect of any shares which have been fully paid up. 3. The Partly Paid Shares will not be subject to calls by the Company and any of the Partly Paid Shares which are not fully paid up at the expiration of 36 months of issue shall lapse and the holder shall have no right to pay up and shall retain no rights in relation thereto. 4. A statement of holding will be issued for the Partly Paid Shares and will be forwarded to the holder together with the terms and conditions of the Partly Paid Shares. 5. Dividends may be declared in respect of any of the Partly Paid Shares notwithstanding that the issue price of such Partly Paid Shares has not been paid in full. The Partly Paid Shares will participate in any dividends so declared with all other shares pro-rata to the proportion which the portion of the issue price paid up on the Partly Paid Shares bears to the issue price. 6. The holder will be entitled to exercise any vote attaching to a Partly Paid Share at general meetings of members in accordance with the Constitution of the Company. Under the Constitution, on a poll, partly paid shares have a vote pro-rata to the proportion of the total issue price paid up. Amounts paid in advance of a call will be ignored when calculating the proportion. 7. Partly Paid Shares allotted to the holder will participate in all issues of securities (including issues of shares, options and convertible notes) made to shareholders of the Company pro-rata to the proportion of the total issue

For personal use only

c. Options not exercised by the Expiry Date will automatically expire. d. Shares allotted and issued pursuant to the exercise of an Option will be allotted and issued not more than 14 days after the receipt of a properly exercised notice of exercise of Option and the application monies in respect to the exercise of an Option.

e. The Options are not transferable other than to a related entity (as defined by the Corporations Act) and will not be listed for Official Quotation on the ASX. f. All shares issued upon exercise of the Options will rank pari passu in all respects with the Companys then existing ordinary fully paid shares.

g. There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. The Company, however, will ensure that for the purposes of determining entitlements to any such issue, the books closing date will be at least 12 business days after the issue is announced. This will give option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue. h. In the event of any reorganisation (including reconstruction, consolidation, sub-division, reduction or return of capital) of the issued capital of the Company, the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on option holders which are not conferred on shareholders and (subject to such provisions with respect to the rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital) in all other respects the terms for the exercise of the Options shall remain unchanged, subject to the ASX Listing Rules.

i. The option holder has no right to a change in the exercise price of the Options or a change to the number of underlying securities over which the options can be exercised unless required under the Listing Rules upon a reorganization of capital.

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price paid up. In respect of an issue of bonus securities, amounts paid in advance of a call will be ignored when calculating the proportion. 8. The Company will ensure that, at least 9 business days before the record date to determine entitlement to any such new issue, the Company will notify the holder of the proposed new issue. This will afford the holder an opportunity to pay up all or some of the partly paid shares prior to the record date of any such new issue.

For personal use only

9. In the event of a reconstruction (including consolidation, sub division, reduction or return) of the issued capital of the Company, the number of partly paid shares shall be reconstructed in accordance with the Listing Rules of the ASX.

capital raising under the Prospectus, including arranging for the preparation of the Prospectus. In consideration of Montagu providing such services, the Company has agreed to pay a placement fee of 5% and a management fee of 1% of the total funds raised under this Offer and to issue to Montagu Capital Limited (the holding company of both Montagu Corporate Pty Ltd and Montagu Stockbrokers Pty Ltd) 1,000,000 Options exercisable at 20 cents each and expiring 3 years from the date the Companys Shares are admitted to quotation on the ASX. The terms of the Options are set out in Section 9.3 of this Prospectus. Additionally, all work relating to the preparation of the Prospectus will be charged at the following hourly rates: First 10 hours per invoice: $400 per hour (Director); $200 per hour (Consultant) After 10 hours per invoice: $200 per hour (Director; $150 (Consultant) All fees are exclusive of GST. Montagu is also entitled to be reimbursed for all reasonable out of pocket expenses provided that expenses greater than $2,000 will require prior approval by the Company. The Company must indemnify and hold harmless Montagu, its affiliated companies and their respective directors, officers, partners, employees and agents, against all liabilities, losses, claims, expenses and costs directly or indirectly resulting from or attributable to the Mandate, or any act or omission of the Company or its subsidiaries, associated companies, directors, employees, representatives or agents in relation to the dispatch, publication, content or accuracy of, or any omission from, any statement made or document issued in connection with the Mandate. Various persons associated with Montagus have been issued Partly Paid Shares as disclosed in Section 9.5.2. 9.5.2 Loan Agreement with Promoters and issue of Partly Paid Shares Pursuant to a letter dated 1 September 2007 from Noah Resources to Adam Davey, Michael Atkins, Keith Coughlan and Brian Hockney, (collectively, the Promoters) (Loan Agreement), the Promoters advanced to Noah, on an interest-free and unsecured basis, a total aggregate amount of $110,000 (Loan) in the following proportions: Adam Davey: $38,500 $30,000 $28,500 $10,000

10. Subject to the Partly Paid Shares becoming fully paid, the Company will apply for listing of the fully paid shares on the Australian Stock Exchange.

11. In the event of death of the holder, the right of the holder to pay up the Partly Paid Shares which are not at the time of the death of the holder fully paid up, will vest in the holders executor and/or administrator as the case may be and such executor and/or administrator shall have the same rights to pay up the Partly Paid Shares as such deceased holder would have had but for the holders death. 12. Upon becoming fully paid, each Partly Paid Share will rank equally in all respects with the other issued fully paid ordinary shares in the Company. 13. Subject to the ASX Listing Rules and the provisions of clause 12, the Partly Paid Shares, whilst partly paid, shall not be capable of transfer or assignment either in whole or in part without the approval of the Directors. 9.5 Material Contracts

The Directors consider the Monaro Farmin and Joint Venture Agreement affecting the Mt Paynter and Wymah tenements is a material contract. That Joint Venture Agreement is summarized in the Independent Solicitors Report in Section 5 of this Prospectus. All other contracts which may be material in terms of the Offer or the operation of the business of Noah Resources are summarized below. 9.5.1 Sponsoring Broker Mandate Letter

Pursuant to letter dated 17 January 2007 (Mandate), Michael Atkins: Montagu Corporate Pty Ltd and its associate, Montagu Keith Coughlan: Stockbrokers Pty Ltd (together, Montagu), have agreed to use their best endeavours to manage and assist with the Brian Hockney:

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For personal use only

The Company must repay the Loan and any other loans advanced to the Company, to the Lenders no later than 30 days after the Companys Shares are admitted to quotation on the ASX, unless the Company commits a default under the Loan Agreement in which case all loans advanced will, on the Lenders giving notice to the Company, become immediately due and payable.

agreed to be paid, and no benefits have been given or agreed to be given: a. to any Director, either to induce him to become, or to qualify as, a Director of the Company; or b. otherwise for services provided by a Director (or any entity in which he is a partner or director) in connection with: i. the formation or promotion of the Company; or ii. the Offer. 9.6.1 Remuneration of Directors In accordance with the Constitution, as at the date of this Prospectus the Directors have determined the maximum Non-executive Director remuneration to be $200,000 per annum. The Directors have resolved that each Non-executive Director is entitled to receive Directors fees of $25,000 per annum (inclusive of superannuation) and the Chairman of Directors is entitled to receive $30,000 per annum (inclusive of superannuation). Payments of Directors fees will be in addition to any payments to directors in any employment capacity. A Non-executive Director may also be paid fees or other amounts as the Directors determine if a Non-executive Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Nonexecutive Director. A Non-executive Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties. Since January 2007, Noah Resources has paid Harvest Exploration Pty Ltd, an associated entity of Mart Rampe (a director of Noah), approximately $32,000 (including GST) in consulting fees and related expenses incurred in connection with the formation and promotion of the Company. Following listing on the ASX, the Company proposes to enter into a service agreement with Harvest Exploration Pty Ltd (or another associated entity of Mart Rampe) for the provision of tenement management services and to implement the Companys proposed exploration program. It is intended that, for these purposes, Harvest Exploration Pty Ltd (or such other associated entity of Mart Rampe) will be engaged on normal commercial terms as determined by the other Directors of Noah.

Each of Davey, Atkins, Coughlan and Hockney are associated with Montagu Corporate Pty Ltd and/or its associate, Montague Stockbrokers Pty Ltd with whom the Company has a Sponsoring Broker Mandate Letter as detailed in Section 9.5.1 of this Prospectus. The following Partly Paid Shares (the terms of which are set out in Section 9.4) have been issued to the Promoters referred to above as follows: Adam Davey: Michael Atkins: Keith Coughlan: Brian Hockney: 1,500,000 Partly Paid Shares 750,000 Partly Paid Shares 1,500,000 Partly Paid Shares 750,000 Partly Paid Shares

9.5.3 Services Agreement with B&D Business Services

Pursuant to a letter dated 26 September 2007, the Company has engaged B&D Business Services Pty Ltd (trading as Marlston Taxation and Financial Services) (B&D) to provide to the Company accounting, book-keeping, taxation and company secretarial services at B&Ds standard hourly rates. 9.6 Interests of Directors

Other than as set out below or elsewhere in this Prospectus, no Director (or entity in which he is a partner or director) holds, or held at any time during the 2 years before the date of this Prospectus, any interest in: 1. the formation or promotion of the Company; 2. property acquired or proposed to be acquired by the Company in connection with:

a. its formation or promotion; or

b. the Offer; or

3. the Offer, and 4. except as disclosed below (including in Sections 9.6.1 and 9.6.4) or elsewhere in this Prospectus, no amounts, whether cash or shares or otherwise, have been paid or

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9.6.2 Directors Holdings Under the Constitution, the Directors are not required to hold any Shares in the Company. As at the date of this Prospectus, none of the Directors or any of their related entities have any interest in the securities of the Company. 9.6.3 Directors and Officers Protection Deeds

Company to the Official List in accordance with the ASX Listing Rules. The securities in which the four Promoters named in this Section have an interest and which will, if required by the ASX, be subject to the said Restriction Agreements are as follows: Adam Davey: Michael Atkins: 1,500,000 Partly Paid Shares 750,000 Partly Paid Shares

For personal use only

Keith Coughlan: 1,500,000 Partly Paid Shares The Company has entered into Director and Officer Protection Deeds (Deed) with each Director and the Brian Hockney: 750,000 Partly Paid Shares Company Secretary (Officers). Under each Deed, the 9.8 Consents Company indemnifies the relevant Officer to the maximum extent permitted by law against any liability incurred by the Each of the parties referred to in this section: Officer in his capacity as an officer of the Company, subject a. does not make, or purport to make any statement in to certain exclusions. The Company is required to insure this Prospectus other than those referred to in this the Officers against liability arising from any claim against section; and the Officers in their capacity as officers of the Company. b. to the maximum extent permitted by law, expressly The insurance must be maintained for the term of the disclaims and takes no responsibility for any part of this appointment and for a period of 7 years after ceasing to Prospectus other than a reference to its name and a hold office or, if the director is involved in any proceedings statement included in this Prospectus with the consent commenced before the end of that 7 year period, until those of that party as specified in this section. proceedings have been resolved, whichever is the later. Christensen Vaughan has given its written consent to being Under the Deeds, the Directors and Company Secretary also named in this Prospectus as Solicitors to the Company have access to various Company documents for a period and to the inclusion in this Prospectus of the Independent of 7 years after ceasing to hold office or, if the director is Solicitors Report, and all statements referring to that report, involved in any proceedings commenced before the end in the form and context in which they are included, and has of that 7 year period, until those proceedings have been not withdrawn that consent prior to the lodgement of this resolved, whichever is the later. Prospectus with the ASIC. 9.6.4 Other Interests Montagu Corporate Pty Ltd has given its written consent to Mr Mart Rampe (a director of Noah) is a director of Monaro being named in this Prospectus as the Corporate Adviser of Mining NL and has direct and indirect interests in the the Company and to the references to it in this Prospectus securities of that company. Noah Resources has entered in the form and context in which it appears, and has not into the Monaro Farmin and Joint Venture Agreement with withdrawn such consent prior to the lodgement of this Monaro Mining NL, the details of which are set out in the Prospectus with the ASIC. Solicitors Report in Section 5 of this Prospectus. Montagu Stockbrokers Pty Ltd has given its written consent 9.7 Restriction Agreements to being named as the Sponsoring Broker to the Offer and to Each of Montagu Capital Limited and the Promoters referred the references to it in this Prospectus in the form and context to in section 9.5.2, namely Adam Davey, Michael Atkins, in which it appears, and has not withdrawn such consent Brian Hockney and Keith Coughlan will, in accordance with prior to the lodgement of this Prospectus with the ASIC. the ASX Listing Rules and if required by the ASX, enter into Restriction Agreements with the Company that require that they are not to dispose of any interest in, or grant any security over, any of the securities of the Company held by them. It is anticipated that these restrictions will terminate at the end of 24 months from the date of admission of the GJN Enterprises Pty Ltd (trading as Geos Mining) has given its written consent to being named in this Prospectus as the Independent Geologist and to the inclusion in this Prospectus of the Independent Geologists Report, and all statements referring to that report, together with all other references to it in this Prospectus, in the form and context in which they

84

are included or appear, and has not withdrawn that consent prior to the lodgement of this Prospectus with the ASIC. William Buck (WA) Pty Ltd has given its written consent to being named in this Prospectus as the Independent Accountant of the Company and to the inclusion in this Prospectus of the Independent Accountants Report, and all statements referring to that report, in the form and context in which they are included, and has not withdrawn that consent prior to the lodgement of this Prospectus with the ASIC. William Buck Assurance Services (WA) Pty Ltd has given its written consent to being named in this Prospectus as Auditor of the Company and has not withdrawn such consent prior to the lodgement of this Prospectus with ASIC.

For personal use only

and Sponsoring Broker to the Offer. In respect of these services, the Company has agreed to pay a placement fee of 5% of the total funds raised under the Offer and a management fee of 1% of the total funds raised, and to issue one 1,000,000 Options to Montagus holding company, Montagu Capital Ltd. the terms of which Options are set out in Section 9.3 . In addition, Montagu will be paid approximately $25,000 (plus GST) in respect of hourly costs incurred by it as detailed in Section 9.5.1. GJN Enterprises Pty Ltd (trading as Geos Mining) has acted as the Independent Geologist and has prepared the Independent Geologists Report included in Section 4 of this Prospectus. GJN Enterprises Pty Ltd will be paid approximately $33,000, (plus GST) in respect of these services. William Buck (WA) Pty Ltd has acted as the Independent Accountant to the Offer and prepared the Independent Accountants Report included in Section 6 of this Prospectus. William Buck (WA) Pty Ltd will be paid approximately $5,000, (plus GST) in respect of these services. 9.10 Litigation Legal proceedings may arise from time to time in the course of the Companys business. As at the date of this Prospectus, litigation searches confirm that the Company is not involved in any legal proceedings, nor so far as the Directors are aware, are any legal proceedings pending or threatened against the Company the outcome of which will have a material adverse effect on the business or financial position of the Company. 9.11 Expenses of the Offer The total expenses connected with the Offer are estimated to be approximately $300,000 (if $2,500,000 is raised) and $350,000 (if $3,000,000 is raised). These expenses include accounting fees, legal fees, ASX and ASIC fees, fees for other advisors, costs of advertising, printing and distributing this Prospectus and other miscellaneous expenses. 9.12 Tax Consideration Investors should seek and rely on their own professional taxation advice in relation to an investment in the Company. To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

Advanced Share Registry Services has given its written consent to being named in this Prospectus as the Share Registrar of the Company and has not withdrawn such consent prior to the lodgement of this Prospectus with ASIC.

9.9 Interests of Named Persons

Other than as set out below or elsewhere in this Prospectus (including Section 9.5.2): a. no promoter of the Company or 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 the Prospectus, holds, or held at any time during the 2 years before lodgement of this Prospectus with the ASIC, any interest in: i. the formation or promotion of the Copany; ii. property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the Offer; or iii. the Offer; and

b. no amounts have been paid or agreed to be paid, and no benefits have been given or agreed to be given, to any of those persons for services rendered by those persons in connection with the formation or promotion of the Company or the Offer.

Christensen Vaughan has acted as Solicitors to the Offer and in that capacity has prepared the Independent Solicitors Report and has been involved in undertaking due diligence enquiries and providing legal advice to the Company in relation to the Offer. In respect of these services, Christensen Vaughan will be paid approximately $50,000, (plus GST).

Montagu Corporate Pty Ltd and Montagu Stockbrokers Pty Ltd (together, Montagu) have acted as Corporate Adviser

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9.13 Non-Resident Investors The Prospectus does not constitute an offer in any country or place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of the Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons who come into possession of the Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate the laws in those jurisdictions. 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 complied with to enable them to subscribe for Shares.

For personal use only

If you do not provide the information requested of you in the Application Form, the Companys share registry may not be able to process your Application or administer your holding of Shares appropriately. Under the Privacy Act 1988 (Cth) (as amended), you may request access to your personal information held by (or on behalf of ) the Company. You can request access to your personal information by telephoning or writing to the Company to the attention of the Privacy Officer.

It is the responsibility of any overseas Applicant to ensure compliance with all laws of any country relevant to his or her Application. The return of a duly completed Application Form will be taken by the Company to constitute a representation and warranty that there has been no breach of such laws and that all necessary approvals and consents have been obtained. 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. 9.14 Privacy

The Application Form accompanying this Prospectus requires you to provide information that may be personal information for the purposes of the Privacy Act 1988 (Cth) (as amended). The Company (and its share registry on behalf of the Company) may collect, hold and use that person information in order to assess your Application, service your needs as a Shareholder and provide facilities and services that you request and to administer the Company.

Access to information may also be provided to the Companys agents and service providers for purposes related to your investment or as otherwise permitted under the Privacy Act 1988 (Cth) (as amended).

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For personal use only

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10. Directors Statement and Consent

For personal use only


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NOAH
RESOURCES NL

For personal use only

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the 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 advisers.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Dated: 22 October 2007

________________________________________________
Brian Thomas, Chairman For and on behalf of Noah Resources NL

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Glossary
The following defined terms apply throughout this Prospectus unless the context requires otherwise:
$ ACH Clearing Rules Applicant Application means Australian dollars unless otherwise specified; means the operating rules of Australian Clearing House Pty Limited (ACN 001 314 503;) means a person who lodges an Application Form; means an application for Shares made pursuant to this Prospectus; means the application form attached to this Prospectus; means the Australian Securities & Investments Commission; means the ASX Settlement and Transfer Corporation Pty Ltd (ACN 008 504 532); means the settlement rules of the ASTC; means Australian Securities Exchange Limited (ACN 008 624 691); means the official listing rules of ASX as amended from time to time; means 26 November 2007 or as otherwise determined by the Company; means Noah Resources NL (ACN 118 913 232); means the Constitution of the Company; means the Corporations Act 2001 (Cth); means the directors of the Company as at the date of this Prospectus; means an electronic of this Prospectus; means the period of 7 days after the date of lodgement of this with the ASIC, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act; means the offer or issue of any Shares in the Company under this Prospectus; means Monaro Mining NL (ACN 073 155 781) means the Farmin and Joint Venture Agreement dated 21 August 2007 between the Company and Monaro Mining; means the offer by the Company to the public of Shares pursuant to this Prospectus; means the official list of ASX; means the first date on which Application Forms can be received; means an option to subscribe for one Share and issued by the Company on the terms and conditions set out in Section 9.3 of this Prospectus; means shares issued by the Company on the terms and conditions set out in Section 9.4 of this Prospectus; means this prospectus dated 22 October 2007; means the SCH Business Rules as referred to in the Companys Constitution and which are now known as the ASTC Settlement Rules; means a section of this Prospectus; means fully paid ordinary shares in the capital of the Company; means a holder of a Share(s); means Advanced Share Registry Services; means Western Standard Time, being the time in Perth, Western Australia.

For personal use only


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Application Form ASIC ASTC ASTC Settlement Rules ASX ASX Listing Rules Closing Date Company or Noah Resources or Noah Constitution Corporations Act Directors or Board Electronic Prospectus Exposure Period

Issue Monaro Monaro Farmin and Joint Venture Agreement Offer Official List Opening Date Option

Partly Paid Shares Prospectus SCH Business Rules Section Shares Shareholder Share Registry WST

Share Offer Application Form


Noah Resources NL Broker Code (office use) ACN : 118 913 232 Adviser Code (office use) Please print clearly in BLOCK LETTERS. FIRM STAMP BROKER STAMP

Broker codes must also be entered in the Broker Code boxes.

For personal use only


A C

I/We apply to purchase I/We lodge full application money

This amount must equal the number of Shares applied for multiplied by the Issue Price

COMPLETE FULL NAME DETAILS (refer overleaf for correct forms or registrable names) Title Title Title Given names or company name Joint Applicant #2 Joint Applicant #3 (or designated account eg. <SUPER FUND A/C>)
Surname

COMPLETE ADDRESS DETAILS

Street Number

Street

Suburb/City or Town X CHESS HIN (if applicable) ( ) Home Telephone Number Tax File Number or Exemption ( ) Work Telephone Number Applicant #2

State

Postcode

Contact Name
Applicant #3

CHEQUE DETAILS Important - Please make cheques payable to Noah Resources NL Application Account

Drawer Drawer

Bank Bank

Branch Branch

Amount $ Amount

Total - must equal amount in B

DECLARATION
I/We declare that by lodging this Application Form, I/we represent and acknowledge that I/we have read and understood the Prospectus to which this Application Form relates and forms part, and agree to be bound by the Constitution of Noah Resources NL. We hereby authorise the Company to complete and execute any document necessary to effect the transfer or allotment of any Shares. By lodging this Application Form, I/we declare that this application is completed and lodged according to the Prospectus and that all statements made by me/us are complete and accurate. NO SIGNATURE IS REQUIRED ON THIS FORM You should read the Prospectus dated 22 October 2007 carefully before completing this Application Form. To meet the requirements of the Corporations Act 2001, this Application Form must not be passed to any person unless it is attached to or accompanied by a complete and unaltered copy of the Prospectus.

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Further How to Information complete the for Application Applicants Form


This Application Form relates to a prospectus dated 22 October 2007 (Prospectus) for the offer by Noah Resources NL of up to 15,000,000 Shares at 20 cents each, with a minimum subscription of 12,500,000 Shares. No Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of the Prospectus. The Shares offered by the Prospectus will only be issued on receipt of an Application Form that was issued together with the Prospectus. The Prospectus contains important information about investing in the Shares and it is advisable to read the entire Prospectus before applying for Shares.

For personal use only


- -

You must not give any person access to this Application Form unless you also give access, at the same time and by the same means, to the complete and unaltered Prospectus and any supplementary or replacement prospectus.

While the Prospectus is current, the Company will send, on request, and free of charge, paper copies of this Prospectus, any supplementary or replacement document and this Application Form. You must not complete this Application Form unless: it was included in a complete or electronic version of the Prospectus when you received it; and no supplementary or replacement prospectus has been issued.

If you have registered contact details with the Company, any supplementary or replacement prospectus will be sent to that address. If a supplementary or replacement prospectus has been issued, this Application Form cannot be used. You must use the form distributed with the supplementary or replacement prospectus instead. TREATMENT OF APPLICATION The return of an Application Form with your cheque for the application money will constitute your offer to purchase or subscribe for Shares. If your Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. The decision of the Directors of Noah Resources NL as to whether to treat your application as valid, and how to construe, amend or complete it, shall be final. The decision on the number of Shares to be Allocated to you shall also be final. You will not, however, be treated as having offered to purchase more Shares than is indicated on the Application Form. Investors applying under the Offer whose applications are not Accepted, or are Accepted in respect of a lower number of Shares than the number applied for, will receive a refund of all or part of their application money without interest, as applicable. CORRECT FORMS OF REGISTRABLE NAMES

Note ONLY legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons, companies or other entities acceptable to the Directors of Noah Resources NL. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may by included by way of an account designation if completed exactly as described in the examples of correct forms below. TYPE OF INVESTOR Individuals Give full name - not initials Persons under the age of 18 Do not use the name of the minor, use name(s) of parent(s)/guardian(s) Companies Use company title, not abbreviations Trusts Do not use the name of the trust, use name(s) of trustee(s) Deceased Estates Do not use the name of deceased, use personal names of executor(s) Partnerships Do not use the name of partnership, use personal names of partners Clubs/Unincorporated Bodies Do not use name of clubs etc, use personal names of office bearer(s) Superannuation Fund Do not use name of fund use name(s) of trustee(s) CORRECT FORM JOHN FRED WILLIAMS EXAMPLES OF INCORRECT FORM J. F. Williams

MICHAEL JOHN WILSON & SARAH JANE WILSON <ANDREW WILSON A/C>

Andrew Wilson

JOHN WILLIAMS PTY LTD JOHN FRED WILLIAMS <WILLIAMS FAMILY A/C>

J. Williams Co. John Williams P/L

John Williams Family Trust

JANE MARY MCDONALD <EST JOHN SMITH A/C> SARAH JANE WILSON & MICHAEL JOHN WILSON <SARAH WILSON & SON A/C>

Estate of the Late John Smith

Sarah Wilson & Son

JOHN FRED WILLIAMS <ABC TENNIS ASSOCIATION A/C> SARAH WILSON PTY LTD <SUPER FUND A/C>

ABC Tennis Association Sarah Wilson Pty Ltd Superannuation Fund

92

Share Offer Application Form


Noah Resources NL Broker Code (office use) ACN : 118 913 232 Adviser Code (office use) Please print clearly in BLOCK LETTERS. FIRM STAMP BROKER STAMP

Broker codes must also be entered in the Broker Code boxes.

For personal use only


A C

I/We apply to purchase I/We lodge full application money

This amount must equal the number of Shares applied for multiplied by the Issue Price

COMPLETE FULL NAME DETAILS (refer overleaf for correct forms or registrable names) Title Title Title Given names or company name Joint Applicant #2 Joint Applicant #3 (or designated account eg. <SUPER FUND A/C>)
Surname

COMPLETE ADDRESS DETAILS

Street Number

Street

Suburb/City or Town X CHESS HIN (if applicable) ( ) Home Telephone Number Tax File Number or Exemption ( ) Work Telephone Number Applicant #2

State

Postcode

Contact Name
Applicant #3

CHEQUE DETAILS Important - Please make cheques payable to Noah Resources NL Application Account

Drawer Drawer

Bank Bank

Branch Branch

Amount $ Amount

Total - must equal amount in B

DECLARATION
I/We declare that by lodging this Application Form, I/we represent and acknowledge that I/we have read and understood the Prospectus to which this Application Form relates and forms part, and agree to be bound by the Constitution of Noah Resources NL. We hereby authorise the Company to complete and execute any document necessary to effect the transfer or allotment of any Shares. By lodging this Application Form, I/we declare that this application is completed and lodged according to the Prospectus and that all statements made by me/us are complete and accurate. NO SIGNATURE IS REQUIRED ON THIS FORM You should read the Prospectus dated 22 October 2007 carefully before completing this Application Form. To meet the requirements of the Corporations Act 2001, this Application Form must not be passed to any person unless it is attached to or accompanied by a complete and unaltered copy of the Prospectus.

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Further Information for Applicants


This Application Form relates to a prospectus dated 22 October 2007 (Prospectus) for the offer by Noah Resources NL of up to 15,000,000 Shares at 20 cents each, with a minimum subscription of 12,500,000 Shares. No Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of the Prospectus. The Shares offered by the Prospectus will only be issued on receipt of an Application Form that was issued together with the Prospectus. The Prospectus contains important information about investing in the Shares and it is advisable to read the entire Prospectus before applying for Shares.

For personal use only


- -

You must not give any person access to this Application Form unless you also give access, at the same time and by the same means, to the complete and unaltered Prospectus and any supplementary or replacement prospectus.

While the Prospectus is current, the Company will send, on request, and free of charge, paper copies of this Prospectus, any supplementary or replacement document and this Application Form. You must not complete this Application Form unless: it was included in a complete or electronic version of the Prospectus when you received it; and no supplementary or replacement prospectus has been issued.

If you have registered contact details with the Company, any supplementary or replacement prospectus will be sent to that address. If a supplementary or replacement prospectus has been issued, this Application Form cannot be used. You must use the form distributed with the supplementary or replacement prospectus instead. TREATMENT OF APPLICATION The return of an Application Form with your cheque for the application money will constitute your offer to purchase or subscribe for Shares. If your Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. The decision of the Directors of Noah Resources NL as to whether to treat your application as valid, and how to construe, amend or complete it, shall be final. The decision on the number of Shares to be Allocated to you shall also be final. You will not, however, be treated as having offered to purchase more Shares than is indicated on the Application Form. Investors applying under the Offer whose applications are not Accepted, or are Accepted in respect of a lower number of Shares than the number applied for, will receive a refund of all or part of their application money without interest, as applicable. CORRECT FORMS OF REGISTRABLE NAMES

Note ONLY legal entities are allowed to hold Shares. Applications must be in the name(s) of natural persons, companies or other entities acceptable to the Directors of Noah Resources NL. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may by included by way of an account designation if completed exactly as described in the examples of correct forms below. TYPE OF INVESTOR Individuals Give full name - not initials Persons under the age of 18 Do not use the name of the minor, use name(s) of parent(s)/guardian(s) Companies Use company title, not abbreviations Trusts Do not use the name of the trust, use name(s) of trustee(s) Deceased Estates Do not use the name of deceased, use personal names of executor(s) Partnerships Do not use the name of partnership, use personal names of partners Clubs/Unincorporated Bodies Do not use name of clubs etc, use personal names of office bearer(s) Superannuation Fund Do not use name of fund use name(s) of trustee(s) CORRECT FORM JOHN FRED WILLIAMS EXAMPLES OF INCORRECT FORM J. F. Williams

MICHAEL JOHN WILSON & SARAH JANE WILSON <ANDREW WILSON A/C>

Andrew Wilson

JOHN WILLIAMS PTY LTD JOHN FRED WILLIAMS <WILLIAMS FAMILY A/C>

J. Williams Co. John Williams P/L

John Williams Family Trust

JANE MARY MCDONALD <EST JOHN SMITH A/C> SARAH JANE WILSON & MICHAEL JOHN WILSON <SARAH WILSON & SON A/C>

Estate of the Late John Smith

Sarah Wilson & Son

JOHN FRED WILLIAMS <ABC TENNIS ASSOCIATION A/C> SARAH WILSON PTY LTD <SUPER FUND A/C>

ABC Tennis Association Sarah Wilson Pty Ltd Superannuation Fund

94

How to complete the Application Form


Please complete all relevant sections of the Application Form in BLOCK LETTERS. These instructions are cross-referenced to each section of the Form.

Insert the Number of Shares you wish to apply for in Section A. The application must be for a minimum of 10,000 Shares and thereafter in multiples of 2,500 Shares. Calculate your application money be multiplying the number of Shares by $0.20 being the Application Price per Share. A handy Ready Reckoner is provided below. Insert the relevant amount in Section B. Shares 10,000 12,500 etc $ Amount $2,000.00 $2,500.00 etc Shares $ Amount Shares $ Amount

For personal use only

Write the Full Name you wish to appear on your holding statement. This must be either your own name or the name of a company. You should refer to the back of the Application Form for the correct forms of name which can be registered. Applications using the wrong form of name may be rejected. If you have written a CHESS HIN in Section F, please ensure that you write your name in exactly the same format as it appears on your CHESS holding statement. Applications in the name of a minor, a trust or estate, business, firm or partnership, club, association or other unincorporated body cannot be accepted. Applications made in the individual name(s) of (the) person(s) who is (are) the legal guardian(s), trustee(s), proprietor(s), partner(s) or office bearer(s) (as applicable) of those entities will be accepted. If you are applying as Joint Applicants, complete Section D. You should refer to the back of the Application Form for instructions on the correct form of name. Up to three joint Applicants may register. An account designation may be entered on the last line of this section. It should be contained within <> brackets with A/C at the end eg <SUPER FUND A/C>. Enter your Postal Address for all correspondence. All communications to you from Noah Resources NLs Share Registry (holding statements, annual / interim reports, correspondence, etc) will be mailed to the person(s) and address as shown. For joint applications, only one address can be entered. If you are already a CHESS participant, or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here. Please insert your Telephone Number(s) and contact name in case there are irregularities with your application. Enter the tax file number(s) of the applicants. With a joint holding, only the tax file number of two holders are required. Make your cheque(s) or bank draft(s) payable to Noah Resources NL-Application Account in Australian currency and cross it Not Negotiable. Your cheque(s) or bank draft(s) must be drawn on an Australian bank. Attach your cheque(s) or bank draft(s) to the Application Form where indicated. Complete the details of your cheque(s) or bank draft(s) in this section,

Further Information for Applicants D


E F G H I

LODGEMENT OF APPLICATIONS Insert your Application Form and cheque(s) or bank draft(s) and mail or deliver your complete application to: Noah Resources NL PO Box Z5005 or PERTH, Western Australia, 6831

Level 2, 37 St Georges Terrace PERTH, Western Australia, 6000

Applications must be received at the above address by 5.00pm WST on the day the Offer closes.

95

For personal use only

For personal use only

For personal use only

NOAH
RESOURCES NL

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