This Supplementary Prospectus is intended to be read with the prospectus dated 26 April 2012

issued by Equamineral Holdings Limited (ARBN 154 618 989). 2

EQUAMINERAL HOLDINGS LIMITED

ARBN 154 618 989

A company registered in the British Virgin Islands

Registration Number 1655704

SUPPLEMENTARY PROSPECTUS

IMPORTANT INFORMATION

This is a supplementary prospectus (Supplementary Prospectus) intended to be read with

the prospectus dated 26 April 2012 (Prospectus), issued by Equamineral Holdings Limited (ARBN 154 618 989) (Company).

This Supplementary Prospectus is dated 3 May 2012 was lodged with ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Supplementary

Prospectus.

Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this

Supplementary Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.

This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus and may be accessed on the Company’s website at

http://www.equamineral.com and the Company will send a copy of this Supplementary Prospectus to all Applicants who have subscribed for Shares in the Prospectus to the date of this Supplementary Prospectus.

This is an important document and should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.

1. INVESTMENT OVERVIEW AND COMPANY GROUP

As noted in Section 4.1 of the Prospectus, the Company’s 80% subsidiary

company, Equamineral Group Limited (EGL) holds 100% of the issued share capital in ESA Congo. The remaining 20% interest is held by Iron Africa, a company in which Mr Colin Ikin (a director of the Company) has a 50% beneficial interest.

Iron Africa Limited is a company incorporated and domiciled in the British Virgin Islands.

In addition to the 20% interest in EGL, Iron Africa is entitled to payment of a

royalty pursuant to the terms of the Royalty Agreement.

2. ROYALTY AGREEMENT AND JOINT VENTURE AGREEMENT

Material terms of the Joint Venture Agreement and the Royalty Agreement are set out in Section 12.2 and 12.3 of this Prospectus.

Joint Venture Agreement

Pursuant to the Joint Venture Agreement, Iron Africa will be free carried for their proportion of expenditure on the Oyabi Project until completion of the BFS. This

arrangement was entered into by the Company on arm’s length commercial

terms.

As set out in Section 4.8 of this Prospectus, the Company intends to spend $1,450,000 on exploration and appraisal expenditure on the Oyabi Project over

the next two years. On this basis, Iron Africa’s 20% free carried interest on the exploration expenditure would amount to a financial benefit of $290,000. However, investors should note that the value of the financial benefit will be subject to the actual amount spent on the exploration expenditure. As set out in

the Section 4.8 of this Prospectus, exploration success or failure and other intervening circumstances may affect the actual amount spent on the Oyabi Project. This may result in an increase or decrease in the financial benefit

received by Iron Africa.

Following completion of the BFS it is intended a formal joint venture agreement, in the form of a shareholders’ agreement, be entered into to govern future funding of the Oyabi Project. This agreement will be on terms and conditions

standard for agreements of this nature, including a dilution provision for shareholders that fail to contribute towards their proportion of joint venture expenditure.

Royalty Agreement

As set out in Section 12.3 of this Prospectus, ESA Congo has agreed to pay to Iron Africa the amount of $3.00 per dry metric tonne of iron ore shipped by the from the Oyabi Project (Royalty).

The Royalty agreement was originally entered into by the Company with Iron Africa on arm’s length commercial terms with regard to current market rates for iron ore royalties. Given the current stage of exploration of the Oyabi Project

(including that the Company has not yet defined a JORC resource) the Company can not accurately provide the potential financial benefit Iron Africa could receive through the Royalty payments. On the basis of the current stage of exploration of the Oyabi Project, the Company believes the Royalty has

nominal value only.

3. DIRECTORS’ AUTHORISATION

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with the ASIC.

Robert Timmins

Director

For and on behalf of

EQUAMINERAL HOLDINGS LIMITED

EQUAMINERAL HOLDINGS LIMITED

ARBN 154 618 989

A company registered in the British Virgin Islands

Registration Number 1655704

PROSPECTUS

For an offer of up to 12,500,000 CDIs at an issue price of $0.20 each, to raise up to

$2,500,000.

IMPORTANT INFORMATION

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

consult your professional advisers without delay.

The CDIs offered by this Prospectus should be considered highly speculative.

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CONTENTS

1. CORPORATE DIRECTORY .............................................................................................. 3

2. IMPORTANT NOTICE ..................................................................................................... 5

3. CHAIRMAN’S LETTER ..................................................................................................... 8

4. INVESTMENT OVERVIEW ............................................................................................... 9

5. DETAILS OF THE OFFER ................................................................................................ 22

6. COMPANY AND PROJECT OVERVIEW ....................................................................... 25

7. RISK FACTORS ............................................................................................................. 28

8. INDEPENDENT COMPETENT PERSON’S REPORT .......................................................... 34

9. INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 83

10. SOLICITOR’S REPORT ON TENEMENTS ........................................................................ 94

11. BOARD, MANAGEMENT AND CORPORATE GOVERNANCE .................................... 102

12. MATERIAL CONTRACTS ............................................................................................ 113

13. ADDITIONAL INFORMATION .................................................................................... 116

14. DIRECTORS’ AUTHORISATION ................................................................................... 135

15. GLOSSARY ................................................................................................................ 136

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1. CORPORATE DIRECTORY

DIRECTORS & COMPANY SECRETARIES CORPORATE ADVISER

Directors

Mr Colin Ikin Executive Chairman

Mr Robert Timmins Non-Executive Director

Mr David Porter Non-Executive Director

Joint Company Secretaries Mr James Cole Ms Julia Beckett

Local Agent in Australia Mr Robert Timmins

Wolfstar Group Pty Ltd Level 4

66 Kings Park Road West Perth WA 6005 Telephone: + 61 (0) 8 6141 3500 Facsimile: + 61 (0) 8 6141 3599

INVESTIGATING ACCOUNTANT

Pendragon Capital Limited Chartered Accountants

283 Rokeby Road Subiaco WA 6008 Telephone: + 61 (0) 8 9426 0666 Facsimile: + 61 (0) 8 9481 1947

REGISTERED AND PRINCIPAL OFFICES SOLICITORS

British Virgin Islands - Registered Office Palm Grove House PO Box 438, Road Town Tortola

British Virgin Islands VG1110

British Virgin Islands Maples and Calder Sea Meadow House PO Box 173

Road Town Tortola VG1110 British Virgin Islands

Australia - Local Agency Office

Wolfstar Group Limited Level 4, 66 Kings Park Road WEST PERTH WA 6005 Telephone: + 61 (0) 8 6141 3500

Facsimile: + 61 (0) 8 6141 3599

Australia

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000 Australia

United Kingdom - Principal Office

18b Charles Street London W1J 5DU

United Kingdom

Telephone: +44 (0) 20 3178 8914 Facsimile: +44 (0) 20 3178 8915

Email: mailto:info@equamineral.com

Republic of Congo

Emery Mukendi Wafwana & Associes Immeuble Clinique des Manguiers PO Box 542

Pointe-Noire Republic of Congo

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REGISTER OF MEMBERS AND CDI REGISTRY

INDEPENDENT GEOLOGIST

Australia

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth WA 6000

Australia

Telephone: 1300 557 010 Telephone: +61 (0) 3 9415 4000 (Outside Australia) Facsimile: +61 (0) 8 9323 2033

Email: web.queries@computershare.com.au

Coffey Mining (SA) Pty Ltd 1162 Hay Street West Perth WA 6005

Australia

REGISTERED AGENT

TMF (B.V.I.) Ltd Palm Grove House

PO Box 438 Road Town Tortola British Virgin Islands Telephone: +1 284 494 2616

Facsimile: +1 284 494 2704 Email: contact@tmf-group.com

WEBSITE PROPOSED ASX CODE

www.equamineral.com EQH

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

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2. IMPORTANT NOTICE

This Prospectus is dated 26 April 2012 and was lodged with the ASIC on that

date. The ASIC and its officers take no responsibility for the contents of this

Prospectus or the merits of the investment to which this Prospectus relates.

No CDIs may be issued on the basis of this Prospectus later than 13 months after

the date of this Prospectus.

No person is authorised to give information or to make any representation in

connection with this Prospectus, which is not contained in the Prospectus. Any

information or representation not so contained may not be relied on as having

been authorised by the Company in connection with this Prospectus.

It is important that you read this Prospectus in its entirety and seek professional

advice where necessary. The CDIs the subject of this Prospectus should be

considered highly speculative.

2.1 Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the

Exposure Period is to enable this Prospectus to be examined by market

participants prior to the raising of funds. You should be aware that this

examination may result in the identification of deficiencies in this Prospectus and,

in those circumstances, any Application that has been received may need to

be dealt with in accordance with Section 724 of the Corporations Act.

Applications for CDIs under this Prospectus will not be processed by the

Company until after the expiry of the Exposure Period. No preference will be

conferred on Applications lodged prior to the expiry of the Exposure Period.

2.2 Web site – electronic prospectus

A copy of this Prospectus can be downloaded from the Company’s website at

www.equamineral.com. If you are accessing the electronic version of this

Prospectus for the purpose of making an investment in the Company, you must

be an Australian resident and must only access this Prospectus from within

Australia.

The Corporations Act prohibits any person passing an Application Form onto

another person unless it is attached to a hard copy of this Prospectus or it

accompanies the complete and unaltered version of this Prospectus. You may

obtain a hard copy of this Prospectus free of charge by contacting the

Company.

The Company reserves the right not to accept an Application Form from a

person if it has reason to believe that when that person was given access to the

electronic Application Form, the Application Form was not provided together

with the electronic Prospectus and any relevant supplementary or replacement

prospectus or any of those documents were incomplete or altered.

2.3 Website

No document or information included on the Company’s website is

incorporated by reference into this Prospectus.

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2.4 Forward-looking statements

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

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

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

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

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

Forward looking statements are subject to various risk factors that could cause actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 4.5 of this Prospectus.

2.5 Competent Person’s Statement

The information on the Company’s Project contained in this Prospectus is based on information compiled by Mr Brendan Botha, an exploration geologist with 12 years experience in the mining industry and has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves and to be considered an “Expert” under the definitions provided in the Valmin Code. Mr Botha consents to the inclusion of information in these sections of the Prospectus based on his information in the form and context in which it appears.

2.6 Photographs and diagrams

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

2.7 CHESS and CDIs

Investors should note that as the Company is registered in the British Virgin Islands, they will be issued with CDIs under this Prospectus.

The Company will apply to participate in the Clearing House Electronic Subregister System (CHESS), which is the ASX electronic transfer and settlement system in Australia. Settlement of trading of quoted securities on the ASX market

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takes place on CHESS. CHESS allows for and requires the settlement of transactions in securities quoted on ASX to be effected electronically. No share or security certificates are issued in respect of shareholdings or security holdings that are quoted on ASX and settled on CHESS, nor is it a requirement for transfer forms to be executed in relation to transfers that occur on CHESS.

CDIs issued pursuant to this Prospectus will be used by the Company to hold and transfer title to the Shares. CDIs are electronic depository receipts issued and are units of beneficial ownership in securities registered in the name of CHESS Depository Nominees Pty Ltd (CDN). CDN is a wholly-owned subsidiary of ASX. The main difference between holding CDIs and Shares is that the holder of CDIs has beneficial ownership of the underlying Shares instead of legal title. Legal title to the underlying Shares is held by CDN. The Shares underlying the CDIs issued pursuant to this Prospectus will be registered in the name of CDN for the benefit of CDI Holders.

CDI Holders have the same economic benefits of holding the underlying Shares. CDI Holders are able to transfer and settle transactions electronically on ASX.

With the exception of voting rights, the CDI Holders are entitled to equivalent rights and entitlements as if they were legal owners of Shares. The CDI Holders will receive notices of general meetings of Shareholders. As CDI Holders are not the legal owners of the underlying Shares, CDN, which holds legal title to the Shares underlying the CDIs, is entitled to vote at shareholder meetings of the Company on the instruction of the CDI Holders on a poll, not on a show of hands. Alternatively, if a CDI Holder wishes to attend and vote at shareholder meetings, the holder may instruct CDN to appoint the holder (or a person nominated by the holder) as CDN’s proxy in respect of the underlying Shares beneficially owned by such holder for the purposes of attending and voting at a shareholder meetings of the Company. Holders of CDIs are entitled to one vote for every underlying Share held by CDN. Please see Sections 13.3 and 13.4 for more information about CDIs.

Investors should also note that the provisions of the Corporations Act dealing with the notification of substantial holdings and takeovers do not apply to the Company. Please see Section 13.5 for more information on the differences between the British Virgin Islands (BVI) and Australian company law.

2.8 Foreign Jurisdictions

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

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3. CHAIRMAN’S LETTER

Dear Investor

On behalf of my fellow Directors, I am pleased to present this opportunity to you to become an investor in Equamineral Holdings Limited (Equamineral or the Company).

Equamineral is a company incorporated in the British Virgin Islands with its principal office in London, United Kingdom. The Company holds an 80% interest in its subsidiary company, Equamineral Group Limited (EGL). EGL is the parent company for Equamineral SA, the Congolese company that holds the Oyabi Iron Project (Oyabi Project) located in the Republic of Congo.

Equamineral will fund 100% of expenditure on the Oyabi Project up to completion of the Definitive Feasibility Study.

This Prospectus contains detailed information about Equamineral and its projects, in addition to independent professional reports. Please read this Prospectus carefully before you make your investment decision and, where necessary, consult your professional advisers.

Comprehensive technical information on the Oyabi Project is detailed in the Independent Competent Person’s Report set out in Section 8 of this Prospectus.

The Company is seeking to issue up to 12,500,000 CDIs at an issue price of $0.20 each, to raise up to $2,500,000, to provide funds towards commencing the initial exploration programme on the Oyabi Project.

Investors are invited to read the detailed information contained within this Prospectus concerning the Offer, the Company, its projects and the risks associated with investment in the Company and in an exploration company in general.

I encourage you to study this document in order to make an informed decision, before deciding to invest in Equamineral. On behalf of the Board of Directors, I thank you for your interest and look forward to welcoming you as an investor in the Company.

Yours faithfully

Colin Ikin Chairman

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4. INVESTMENT OVERVIEW

This Section is a summary only and is not intended to provide full information for investors intending to apply for CDIs offered pursuant to this Prospectus. This Prospectus should be read and considered in its entirety.

4.1 The Company Group

The Company was incorporated on 23 June 2011 and is registered and governed by the laws of the BVI. The Company currently holds an interest in an exploration licence in respect of the Oyabi iron ore project located in the Republic of Congo (Oyabi Project) via its 80% owned subsidiary company, Equamineral Group Limited (BVI Registration No 16193321) (EGL).

EGL

EGL was incorporated on 8 December 2010 and is also domiciled in the British Virgin Islands. The Company holds 80% of the issued share capital in EGL, and the remaining 20% of EGL is held by Iron Africa Limited.

Iron Africa Limited is a company associated with Mr Colin Ikin, a director of the Company. Mr Ikin (through his associates) has an interest in 50% of the issued share capital of Iron Africa Limited (formerly known as Equamin Limited).

The remaining 50% interest Iron Africa Limited is held by R&H Trust Co. (Guernsey) Limited (as Trustee of the Resource Securities Trust). R&H Trust Co. (Guernsey) Limited is a substantial shareholder of the Company (details of which are set out in Section 4.9 of this Prospectus) however, is not a related party of the Company.

ESA Congo

EGL is the beneficial holder of 100% of the issued share capital in Equamineral SA (ESA Congo). EGL is the legal holder of 98% of the issued share capital in ESA Congo. The remaining 2% is held on trust for EGL. After listing the Company intends to transfer the legal holding from the trustees to EGL.

Organisational Chart

Equamineral Holdings Limited (Company)

Registered in the BVI

80% Iron Africa Limited 20%

Equamineral Group Limited

(EGL) Registered in the BVI

100%

Equamineral SA (ESA Congo)

Registered in the Republic of Congo

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Oyabi Project

The Kellé Iron Prospecting Licence (Kélle Prospecting Licence) was granted by

the Ministry of Mines and Geology on 25 October 2010 to ESA Congo. This Prospecting Licence is located in the Cuvette West Province in Congo-Brazzaville and covers an area of 6,119km2. Following a successful reconnaissance mission in 2010, which discovered iron mineralization within the area covered by the Kellé Prospecting Licence, ESA Congo applied for an exclusive exploration

licence (Oyabi Licence). The Oyabi Licence was granted to ESA Congo on 20 July 2011 for an initial period of 3 years. The Oyabi Licence covers an area of 956km2 within the original area covered by the Kélle Prospecting Licence. The

original Kelle Prospecting Licence has now expired.

Technical information on the Oyabi Project prepared by the Independent

Competent Person is detailed in the Independent Competent Person’s Report set

out in Section 8 of this Prospectus.

4.2 Business model

While the Company’s initial exploration focus will be on iron ore, the Company will also review the potential for economic mineralisation of various other commodities, including precious metals.

Going forward, the Company plans to fund acquisitions and exploration and development works through further capital raising and by farming out interests, together with obtaining debt financing where available and appropriate.

4.3 Objectives

The Company’s main objectives on completion of the Offer are:

• exploration and appraisal of the Oyabi Project; and

• assessment and if appropriate, acquisition of additional projects that are considered by the Board to add value to the Company.

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

4.4 Key investment highlights

(a) Strong team of industry professionals and consultants;

(b) Experience in the country including a capable team of local employees;

(c) Supportive government;

(d) Favourable investment climate for iron ore projects; and

(e) Increasing global demand for iron ore.

4.5 Key investment risks

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

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

Set out below is a summary of some of the specific risks that the Company is exposed to. Further risks associated with an investment in the Company are outlined in Section 7.2.

Specific Risk Area

Risks

No JORC resource

The Oyabi Project does not have a JORC resource. Further exploration is required to determine the extent of the Company’s viable mineral deposits.

There can be no assurance that exploration of the Oyabi Licence, or any other tenements or licences that may be acquired by the Company in the future, will result in the discovery of a JORC Code compliant resource.

Political Risk The Company is conducting its activities in the Republic of Congo (Congo). Any changes in policy in Congo may result in legislative changes which may affect the Company’s ability to develop its Project.

No Geographical Diversification Risk

The Company’s Project is located in Congo. Any circumstances which negatively impact upon the project areas could materially affect the financial performance of the Company more significantly than if it had a diversified asset base.

No Takeover Protection Under the Corporations Act

As the Company is incorporated in the British Virgin Islands, the rights of Shareholders are governed by BVI law which differs in some respects from the rights of shareholders of companies incorporated in Australia.

Please refer to Section 13.5 of this Prospectus for further details.

The takeover provisions in the Corporations Act do not apply to the Company. There are no takeover provisions under the laws of the British Virgin Islands although please refer to Section 14.5 of this Prospectus for details of certain rights of Shareholders.

Litigation Risk The Company is exposed to possible litigation risks including tenure disputes, environmental claims, occupational health and safety claims and contractual claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position.

Liquidity Risk There are 12,900,006 Shares already on issue in the Company. A significant portion of these Shares are likely to be escrowed by the ASX as ‘restricted securities’. Some investors may consider that there is an increased liquidity

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Specific Risk Area

Risks

risk as a large portion of issued capital may not be able to be traded freely for a period of time.

Intangibles Risk A significant percentage of the Company’s assets are classified as intangible assets. Given the funding risk noted above, some investors may consider that there is an increased risk that the illiquidity of such intangible assets would mean they may be incapable of being distributed to shareholders should the Company be unable to continue as a going concern.

Exploration & Development Risk

By its nature, the business of mining exploration, project development and production contains elements of significant risk with no guarantee of success. There is also no certainty that assets will become producing assets and therefore economically viable.

Commodity Price Fluctuations Risk

The Company’s asset value and the economic viability of its exploration projects depend on the price of natural gas and oil. The Company’s ability to raise funds in the future is therefore likely to be sensitive to the price of natural gas and oil.

Environmental Regulations Risk

The Company’s operations are subject to the environmental risks inherent in the mining industry.

Project Risk Regulatory approvals may be required prior to work being undertaken on the ground. The granting of such approvals may take time to achieve and no guarantees can be given that the approvals will be granted.

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

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4.6 The Offer

The Company invites Applications for up to 12,500,000 CDIs at an issue price of $0.20 each, to raise up to $2,500,000.

The key information relating to the Offer and references to further details are set out below.

Indicative timetable*

Event Date

Lodgement of Prospectus with ASIC 26 April 2012

Opening Date 4 May 2012

Closing Date 5pm WST on 4 June 2012

Allotment of CDIs 11 June 2012

Dispatch of holding statements 20 June 2012

Expected date for quotation on ASX 25 June 2012

* The above dates are indicative only and may change without notice. The Company

reserves the right to extend the Closing Date or close the Offer early without notice.

4.7 Purpose of the Offer

The purpose of the Offer is to facilitate an application by the Company for admission to the Official List of ASX and position the Company to seek to achieve the objectives set out above in Section 4.3.

4.8 Use of funds

The Company intends to apply funds raised from the Offer, together with existing cash reserves, over the first two years following the Company’s admission to the Official List of ASX as follows:

Funds available Full subscription ($2,500,000)

Existing cash reserves1 62,943

Funds raised from the Offer 2,500,000

Total 2,562,943

Expenses of the Offer2 312,943

Exploration & appraisal expenditure on the Oyabi Project3 and 4

1,450,000

Administration costs and working capital5

800,000

Total 2,562,943

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

2 Excludes a total amount of $42,689 that was paid prior to 18 March 2012 and $4,742 that was paid by Cominco (through the Cominco loan facility). Refer to Sections 13.10 and 12.1 of this Prospectus for further details.

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3 Exploration and appraisal expenditure is for work programmes as described in the Independent Geologist’s Report in Section 8. Details of the line items in this budget are set out in Section 16.1 of the Independent Geologist’s Report.

4 Includes repayment of the Loan amount of $89,391 for exploration expenditure incurred up until 18 March 2012. For further details of the Loan Agreement see Section 12.1 of this Prospectus.

5 Administration costs and working capital is for the corporate costs described in the Independent Geologist’s Report in Section 8.

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

4.9 Capital structure

The Company’s capital structure following completion of the Offer (assuming full subscription) is summarised below1:

Shares2 Number

Shares currently on issue 12,900,006

Shares underlying the CDIs to be issued pursuant to the Offer 12,500,000

Total Shares on completion of the Offer 25,400,006

Options8 Number

Management Options currently on issue3 1,200,000

Total Options on completion of the Offer 1,200,000

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

2 The rights attaching to the Shares and CDIs are summarised in Section 13.2 and 13.3 of this Prospectus.

3 These Management Options were issued on 1 December 2011. Please refer to Section 13.6 of this Prospectus for the full terms and conditions of the Management Options.

Substantial Shareholders

Those Shareholders holding 5% or more of the Shares on issue both as at the date of this Prospectus and on completion of the Offer (assuming full subscription) are set out in the respective tables below. Investors should note that the provisions of the Corporations Act dealing with the notification of substantial holdings and takeovers do not apply to the Company. Please see Section 14.5 for more information on the differences between BVI and Australian company law.

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As at the date of this Prospectus

Shareholder Shares Options % (undiluted)

% (fully

diluted)

R&H Trust Co. (Guernsey) Limited as Trustee of the Resource Securities Trust

4,067,263 Nil 31.53% 28.85%

Woolstores Developments Pty Ltd1 3,868,580 Nil 29.99% 27.44%

Macquarie Bank Limited 773,716 Nil 6.00% 5.49%

1 Woolstores Developments Pty Ltd is a company associated with Mr Colin Ikin, a Director. Mr Ikin’s wife, Suzanne Ikin is the sole shareholder and director of Woolstores Developments Pty Ltd.

On completion of the Offer (assuming no existing substantial Shareholder

subscribes and receives additional Shares pursuant to the Offer)

Shareholder Shares Options % (undiluted)

% (fully

diluted)

R&H Trust Co. (Guernsey) Limited as Trustee of the Resource Securities Trust

4,067,264 Nil 16.01% 15.29%

Woolstores Developments Pty Ltd1 3,868,580 Nil 15.23% 14.54%

1 Woolstores Developments Pty Ltd is a company associated with Mr Colin Ikin, a Director. Mr Ikin’s wife, Suzanne Ikin is the sole shareholder and director of Woolstores Developments Pty Ltd.

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

4.10 Restricted securities

Subject to the Company being admitted to the Official List, certain Shares and Options on issue prior to the Offer will be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation. It is estimated that a total of 12,900,006 Shares (or CDIs), and 1,200,000 Management Options will be subject to ASX imposed escrow as follows: • 10,000,006 Shares for 24 months from the date of Official Quotation

(primarily held by directors and their associated entities and substantial holders);

• 1,200,000 Management Options for 24 months from the date of Official

Quotation; and

• 2,900,000 Shares for 12 months from their date of issue, being until 1 December 2012.

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During the period in which these securities are prohibited from being transferred, trading in CDIs will be less liquid which may impact on a Shareholder’s ability to dispose of his or her Shares in a timely manner.

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

4.11 Financial information

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection. Please also refer to the Company’s balance sheet which is included in the Financial Information contained in Section 9 and to the Investigating Accountant’s Report which is contained in Section 10 of this Prospectus.

4.12 Taxation

The acquisition and disposal of CDIs will have tax consequences, which will differ depending on the tax status (including residing for tax purposes) and individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring CDIs from a taxation viewpoint and generally.

The Company is not liable to pay any form of taxation in the BVI and all dividends, interests, rents, royalties, compensations and other amounts paid by the Company to persons who are not persons resident in the BVI are exempt from all forms of taxation in the BVI and any capital gains realised with respect to any shares, debt obligations, or other securities of the Company by persons who are not persons resident in the BVI are exempt from all forms of taxation in the BVI.

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not persons resident in the BVI with respect to any shares, debt obligation or other securities of the Company.

Subject to the payment of stamp duty on the acquisition of property in the BVI by the Company, all instruments relating to transfers of property to or by the Company and all instruments relating to transactions in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt from payment of stamp duty in the BVI.

There are currently no withholding taxes or exchange control regulations in the BVI applicable to the Company or its shareholders.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect to the taxation consequences of subscribing for CDIs under this Prospectus.

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4.13 Dividend policy

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

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

4.14 Directors and key personnel

• Colin Ikin - Executive Chairman

Colin was a stockbroker for 17 years. He has extensive experience as CEO of several mining companies listed on the ASX and AIM. Colin has developed gold, copper, nickel and cobalt mines in Australia and Africa, including the Bulong pressure acid leach Nickel Cobalt mine and the Horseshoe polymetallic mine. Colin is a non-executive director of Cominco Resources Ltd, a company currently developing the Hinda phosphate and uranium project in the Republic of Congo. He has played a major role in property developments in Indonesia and Australia. Colin is currently Executive Chairman of Namibian Copper NL. Colin does not expect that his directorships with other companies or other business activities will interfere with his ability to act as Executive Chairman to the Company.

• Robert Timmins - Non-Executive Director Robert (Bob) Timmins has 38 years experience in mineral and oil exploration. Bob founded Timmins Geophysics Pty Ltd in 1978, a geophysical consulting and contracting company. With up to 35 employees this company was principally involved in the acquisition and interpretation of electromagnetic, magnet (including polarization) and gravity data. Geophysics customers’ included iron explorers: CR, Hamersley Iron, BHP, CSR and others. Bob conducted and interpreted the initial geophysics and sited the drilling which led to the discovery of the Yandie iron ore deposit. Timmins Geophysics (1988) merged with ASX listed Aerodata Holdings to form World Geoscience Corporation (“WGC”). WGC managed the conducting, reporting and presentation of the initial European Union sponsored airborne geophysical survey of Namibia and Botswana. Bob has consulted extensively in Australia, Africa (Namibia, Botswana, South Africa, Tanzania, Kenya and Central African Republic) and the Americas.

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Currently Bob is Non-executive Director of ASX listed Namibian Copper NL and Managing Director of unlisted Namibian Aquaculture Technology. Bob does not expect that his other business activities will interfere with his ability to act as Non-Executive Director to the Company.

• David Porter - Non-Executive Director

David has 40 years experience in the mining industry, since graduating from the University of Western Australia with a BSc (Hons) degree in 1971. He also holds a MSc degree and is a fellow of the Australasian Institution of Mining and Metallurgy. From 1971 to 1989 David worked for numerous multinational and small mining/exploration companies, including Hamersley Exploration Ltd where he explored with success for Marra Mamba-type iron deposits and mapped the Brockman and other iron deposits. David was an executive director and exploration manager of Gasgoyne Gold Mines NL from 1989 until 1996, and managed the Yilgarn Star feasibility study in 1990/1991. Gasgoyne produced over 100,000 ounces of gold per year from the Yilgarn Star Mine until it was taken over in 1996 by Sons of Gwalia Ltd in a A$180 million transaction. Since 1996, David has been involved in managerial roles and directorships with mineral exploration companies. These include Diversified Mineral Resources from 1996 to 1999 which developed the Agbaou gold deposit in Cote d’Ivoire; Africwest Gold NL from 1997 to 1999 which became Mincor Resources Ltd operating the Kambalda nickel mines in Western Australia; and Alcaston Mining NL from 2001 to 2005. Over the past five years he has been actively pursuing coal, iron ore and base metal projects in central and southern Africa. He was founding Chairman of Cam Iron SA which was taken over by Sundance Resources Ltd in 2006 (which is now subject to a $1.5 billion takeover and is developing the $4.5 billion Mbalam iron ore project in Cameroon). He was also Chairman of Congo Iron SA and instrumental in the acquisition of the Nabeba iron ore deposit in Congo Brazzaville. David was involved in the vend of coal deposits into two ASX-listed companies in 2007 and 2008. One company, Resource Generation Ltd has completed a BFS on the company’s coal project located in the Waterberg Coal province of South Africa. David does not expect that his other business activities will interfere with his ability to act as Non-Executive Director to the Company.

• James Cole, B.Acc. C.A. - Joint Company Secretary

James qualified as a CA with PKF and has held a number of positions as CFO of mining and exploration companies listed on LSE, AIM, TSX and other international exchanges. As CFO of Crew Gold, he saw its market capitalisation grow from $30,000,000 to $990.000.000, and its employees from 120 to 1,200 globally. His most recent position is with a mineral explorer in the Republic of Congo.

• Julia Beckett, CSA(Cert) - Joint Company Secretary

Ms Julia Beckett holds a Certificate in Governance Practice and Administration and is a Certificated Member of Chartered Secretaries Australia.

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Julia is a corporate governance professional, having worked in corporate administration and compliance for the past 5 years. She has been involved in business acquisitions, mergers, initial public offerings and capital raisings, as well as statutory and financial reporting. Julia is currently Company Secretary of Frontier Resources Ltd and Parker Resources NL.

Management and Consultants The Company is aware of the need to have sufficient management to properly supervise the exploration and the development of the projects in which the Company has, or will in the future have, an interest and the Board will continually monitor the management roles in the Company. As the Company’s Project requires an increased level of involvement the Board will look to appoint additional management and/or consultants when and where appropriate to ensure proper management of the Company’s Project.

4.15 Corporate governance

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

The Company’s main corporate governance policies and practices as at the date of this Prospectus are outlined in Section 11.1 of this Prospectus and the Company’s compliance and departures from the Recommendations are set out in Section 0 of this Prospectus.

In addition, the Company’s full Corporate Governance Plan is available from its website (www.equamineral.com).

4.16 Disclosure of interests

For each of the Directors, the proposed annual remuneration for the financial year following the Company being admitted to the Official List together with the relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus is set out in the table below.

Director Remuneration (AU$) Shares Management Options1

Colin Ikin2 $300,000 3,868,5803 Nil

Robert Timmins $25,000 Nil 500,000

David Porter $25,000 Nil 500,000

1 Please refer to Section 13.6 of this Prospectus for the full terms and conditions of the Management Options.

2 Mr Ikin holds an indirect beneficial interest in Iron Africa Limited (the 20% holder of Equamineral Group Limited). Further details are set out in Sections 4.1 and 12.2 of this Prospectus.

3 Mr Ikin’s Shares are held by Woolstores Development Pty Ltd, a company in which Mr Ikin has an indirect beneficial interest.

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4.17 Agreements with Directors or related parties

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

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

(b) for the Board to consider such a matter, the Director who has a material personal interest may be present while the matter is being considered at the meeting and can vote on the matter at board level, and be included among the Directors present at the meeting for the purposes of a board meeting quorum. However, the ability for an interested director to vote on a transaction at board level will not affect the

operation of the Listing Rules on related party transactions.

Deeds of indemnity, insurance and access

The Company has entered into a deed of indemnity, insurance and access with each of its Directors. Under these deeds, the Company agrees to indemnify each officer to the extent permitted by the BVI Business Companies Act against any liability arising as a result of the officer acting as an officer of the Company. The Company is also required to maintain insurance policies for the benefit of the relevant officer and must also allow the officers to inspect board papers in certain circumstances.

Related Party Transactions

The Company has entered into the following related party transactions:

(a) the Loan Agreement in relation to exploration expenses incurred by the Company to date, as set out in Section 12.1;

(b) the Joint Venture Agreement relating to the operation of Equamineral Group Limited as the incorporated vehicle for the Oyabi Project, as set out in Section 12.2;

(c) the Royalty Agreement for the payment of a royalty to Iron Africa Limited, as set out in Section 12.3;

(d) the grant of the Management Options to each of Robert Timmins and David Porter;

(e) Mr Colin Ikin is contracted to act in the capacity as Executive Chairman of the Company. Mr Ikin’s engagement will commence on the date this Prospectus is lodged with ASIC. Mr Ikin will receive an annual salary of $300,000 per annum. Please refer to Section 12.5 for full details of the Service Contract; and

(f) the payment of director fees of $25,000 to Robert Timmins and David Porter.

Management Options

The Management Options issued to each Director (Related Parties) set out above were issued on 1 December 2011. The value of the financial benefit of the Management Options was calculated by internal management of the Company using the Black & Scholes option model. Based on this model and on

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the assumptions set out below, the Management Options were ascribed the following value:

Assumptions:

Valuation date 2 April 2012

Market price of Shares 0.20

Exercise price 0.30

Expiry date (length of time from issue) 3 years

Risk free interest rate 3.52%

Volatility (discount) 50% 75% 100%

Indicative value per Related Party Option 4.805 cents 8.130 cents 11.079 cents

Total Value of Related Party Options $57,660 $97,560 $132,948

Robert Timmins $24,025 $40,650 $55,935

David Porter $24,025 $40,650 $55,935

It should be noted that the valuation is not necessarily the market price that the Management Options could be traded at and is not automatically the market price for taxation purposes. It is not considered that there are any risks associated with this related party transaction however the following points are noted:

(a) the grant of the Management Options is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considered the grant of the Management Options reasonable in the circumstances;

(b) the primary purpose of the grant of the Management Options is to provide a performance linked incentive component in the remuneration package and to motivate and reward the performance of the Related Parties in their respective roles as Directors;

(c) the grant of the Management Options to the Related Parties will align the interests of the Related Parties with those of Shareholders;

(d) the grant of the Management Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and

(e) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Management Options upon the terms proposed.

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5. DETAILS OF THE OFFER

5.1 The Offer

Pursuant to this Prospectus, the Company invites Applications for up to 12,500,000 CDIs at an issue price of $0.20 each, to raise $2,500,000.

Subject to the Company being admitted to the Official List, investors should note that CDIs offered under this Prospectus will trade on ASX. Refer to Sections 2.7 and 13 for further explanation of CDIs. With the exception of voting rights, the CDIs will have equivalent rights and entitlements as the Shares underlying the CDIs. Please see section 2.7 and 13.3 for details on voting entitlements of CDI Holders.

5.2 Minimum subscription

If the minimum subscription to the Offer of $2,500,000 has not been raised within four (4) months after the date of this Prospectus, the Company will not issue any CDIs and will repay all application moneys for the CDIs within the time prescribed under the Corporations Act, without interest.

5.3 Applications

Applications for CDIs under the Offer must be made using the Application Form attached to or accompanying this Prospectus.

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

Completed Application Forms and accompanying cheques or bank drafts, made payable to “Equamineral Holdings Limited – Share Application Account” and crossed “Not Negotiable”, must be mailed or delivered to:

Computershare Investor Services Pty Ltd GPO Box D182 PERTH WA 6840 or Computershare Investor Services Pty Ltd Level 2, 45 St George’s Terrace PERTH WA 6000 Application Forms must not be circulated to prospective investors unless accompanied by a copy of this Prospectus.

The Company reserves the right to extend the Closing Date or close the Offer early.

5.4 ASX listing

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

If the CDIs are not admitted to Official Quotation by ASX before the expiration of 3 months after the date of issue of this Prospectus, or such period as varied by

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the ASIC, the Company will not issue any CDIs and will repay all Application moneys for the CDIs within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the CDIs is not to be taken in any way as an indication of the merits of the Company or the CDIs now offered for subscription.

5.5 Allotment

Subject to the minimum subscription to the Offer being reached and ASX granting conditional approval for the Company to be admitted to the Official List, allotment of CDIs offered by this Prospectus will take place as soon as practicable after the Closing Date.

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

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

5.6 Applicants outside Australia

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

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

If you are outside Australia it is your responsibility to obtain all necessary approvals for the allotment and issue of the CDIs pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by you that all relevant approvals have been obtained.

The Offer pursuant to an electronic Prospectus is only available to persons receiving an electronic version of this Prospectus within Australia.

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5.7 Oversubscriptions

The Company will not accept any oversubscriptions. The maximum amount which may be raised under this Prospectus is $2,500,000.

5.8 Not underwritten

The Offer is not underwritten.

5.9 Commissions payable

The Company reserves the right to pay a commission of 5% (exclusive of goods and services tax) of amounts subscribed through any licensed securities dealers or Australian financial services licensee in respect of any valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

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6. COMPANY AND PROJECT OVERVIEW

6.1 Company Background

The Company’s 80% subsidiary company, Equamineral Group Limited, holds its interest in the Project via its wholly owned Congolese subsidiary, Equamineral SA (ESA Congo).

6.2 Background on the Republic of Congo

The Republic of Congo (Congo-Brazzaville) is a Central African country with a population of 3.7 million and an economy dominated by oil production. Major international firms, including Total, Eni and Chevron have carried out oil exploration and commercial production for over 30 years.

Congo-Brazzaville enjoys relative political and social stability. Current mining legislation is progressive and largely supportive of foreign investment, putting the country on par with several others in the sub-region where iron ore is being exploited.

6.3 Project Overview

A summary of the Company’s Project is set out below. Please also refer to the Independent Competent Person’s Report at Section 8 and the Solicitor’s Report

on Tenements at Section 10 of this Prospectus for more detailed information on

the Company’s Project.

The Kellé Iron Prospecting Licence (Kélle Prospecting Licence) was granted by

the Ministry of Mines and Geology on 25 October 2010 to ESA Congo. This Prospecting Licence is located in the Cuvette West Province in Congo-Brazzaville and covers an area of 6,119km2. Following a successful reconnaissance mission in 2010, which discovered iron mineralization within the area covered by the Kellé Prospecting Licence, ESA Congo applied for an exclusive exploration

licence (Oyabi Licence).

The Oyabi Licence covers an area of 956km2 within the original area covered by the Kélle Prospecting Licence. The original Kelle Prospecting Licence has now

expired.

The Oyabi Licence was granted to ESA Congo on 20 July 2011 for an initial period of 3 years. The Oyabi Licence expires on 20 July 2014 although, pursuant to the licence conditions, may be renewed to 20th July 2016 at the election of ESA Congo, and thereafter to 20 July 2018. On each renewal of the Oyabi Licence ESA Congo is required to relinquish 50% of the licence area. The location of the relinquished area can be nominated by ESA Congo.

An Exploration Licence confers on its titleholder the exclusive right of exploration (to an unlimited depth) for the substances covered by and within the surface area set out in the licence. Holders of exploration licences in respect of defined surface areas have priority for the issue of an exploitation licence in the event of successful exploration. Exploitation licences are valid for an initial period not exceeding 25 years and are renewable, upon demand by their titleholder, for periods of 15 years each. The Exploitation Licence may be assigned, transferred and sublet with the prior consent of the Ministry of Mines. Exploitation licences can be withdrawn, followed by a decision of the Council of Ministers, if the holder has not commenced development works in the mining area within 12 months of being awarded the licence.

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The Oyabi Licence conditions require approximately $1,232,000 (being the equivalent of €975,000 and based on an exchange rate of AUD$1:€0.79) to be spent over three years on exploration. The Company is proposing a two year exploration programme costing approximately of $1,450,000 to verify and determine the extent of iron ore deposits in the Oyabi Licence area.

6.4 Local Geology

The Oyabi Licence comprises metamorphic rocks of the Ivindo massif, which are similar to the Chaillu massif in the south. These metamorphic units extend into large areas of Gabon, Cameroon as well as western Republic of Congo. The massif is composed of granitoids that are present in metamorphic enclaves of different types.

The base complex is formed by cataclastic granites, orthogneiss and migmatite constituting 80% to 90% of the surface area. The most common facies corresponds to calc-alkaline metagranites, biotite to hornblende granodiorite and locally predominantly quartzitic—metadiorite or metagabbro. These metamorphic units have been mylonitized during the Eburnean event, which is responsible for major changes in structure and distribution. The predominant facies in the Oyabi Licence appears to be migmatites with later porphyritic granites cutting across the basement massif.

Metamorphic rocks occurring as enclaves in the basement consist mainly of gneiss, amphibolites, quartz, and ferruginous schists with a sericite-chlorite alteration. Their origins are most probably volcano-sedimentary which were metamorphosed to form Birimian greenstone belts, as observed in Cameroon. These greenstone belts include iron-bearing volcano-sedimentary belts. Ferruginous quartzite within amphibole-gneiss occurs as narrow belts that sometimes can be correlated with neighbouring belts in Gabon and southern Cameroon.

The Oyabi Licence includes several of these belts including:

• The Youkou-Okanya-Soze alignment, approximately 45km in length striking north south. Quartzite is poorly represented except in the north were there are known occurrences of iron quartzite at Youkou.

• The Bondjodjouala belt, composed of ortho-amphibolite, is associated with ultramafic rocks, which extends into Gabon and has associated itabirites.

• The major Abolo N’Goyboma belt strikes northwest southeast and continues into Gabon. In Gabon the belt is predominantly made up of gneiss, but in Congo-Brazzaville it includes well-developed quartzite massifs without iron mineralization.

Subsequent to the granting of the Oyabi Licence a detailed aeromagnetic and radiometric survey was planned and flown (January 2012) based on the results of the 2010 reconnaissance mission. This survey was designed to delineate features which may be related to iron mineralisation within the Oyabi Licence. Results of this survey are being processed and interpreted. On receipt of the final reports, potential targets will be visited for mapping, sampling, and analysis.

Also planned is a high speed laser pulse LiDAR (Light Detection and Ranging) survey which will generate a 3D structural framework of the topography which is largely obscured by vegetation. Anticipated accuracy is 5 – 10 centimetres for

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the X and Y axes, and less than 8 centimetres for the Z axis. Ultimately the results of this survey will be used in calculations determining potential areal distribution and tonnage estimations associated with any mineralized zones.

6.5 Reconnaissance by Equamineral

In November 2010 Equamineral conducted a site visit to verify the information from the interpretation of the Google and Landsat images and to obtain samples of iron mineralization that occurs in the area.

Equamineral also had satellite data processed with SRTM (Shuttle Radar Topographic Mission) to produce a digital terrain model (DTM) of the Kéllé Prospecting Licence.

The occurrence of ferruginous quartzite was verified during the site inspection and various samples were taken throughout the Kéllé Prospecting Licence. The work focussed on the areas that were identified through the analysis of the Google images, namely Oyabi.

Technical information on the Oyabi Project prepared by the Independent Competent Person is detailed in the Independent Competent Person’s Report set out in Section 8 of this Prospectus.

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7. RISK FACTORS

7.1 Introduction

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

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

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

7.2 Company specific

(a) No JORC Resource

The Oyabi Project does not have a JORC resource. Further exploration is required to determine the extent of the Company’s viable mineral deposits.

There can be no assurance that exploration of the Oyabi Licence, or any other tenements or licences that may be acquired by the Company in the future, will result in the discovery of a JORC Code compliant resource.

(b) Political risk

The Company is conducting its activities in Congo. The Directors believe that the Government of Congo supports the development of natural resources by foreign investors. However, there is no assurance that future political and economic conditions in Congo will not result in the Government of Congo adopting different policies regarding foreign development and ownership of mineral resources. Any changes in policy may result in legislative changes affecting ownership of assets, taxation, rates of exchange, environmental protection, labour relations, repatriation of income and return on capital, all of which may affect the Company’s ability to develop the Project.

Pursuant to the laws of Congo Brazzaville, mineral deposits are the property of the federal government with the ability to purchase surface rights. Generally speaking, Congo Brazzaville has not had a history of native land claims being made against the state's title to land. There is no guarantee, however, that they will not, in the future have a deleterious effect on the Company’s progress of development and future production.

(c) Reliance on Key Personnel and Lack of Executive Directors

The Company’s ability to implement its business strategy and develop its competitive position is dependent, to a large degree, on the services of

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highly-skilled employees and consultants with technical, mining, processing and infrastructure expertise including geological, metallurgical and engineering experts, some of which are in short supply. It is possible that the Company may experience difficulty attracting and retaining sufficient numbers of skilled employees.

The success of the operations and activities of the Company is also dependent to a significant extent on the judgement and abilities of its senior management. In the event that any member of senior management leaves the Company, the Company may seek to appoint a successor, however the Company cannot guarantee that any such successor will have the same level of expertise, competence or ability as existing management.

The Company’s inability to recruit sufficient qualified employees, the loss or diminution in the services of members of the senior management team or an inability to attract and retain additional or replacement senior management could have a material adverse effect on the Company’s business, financial condition, results of operations or prospects.

(d) No geographical diversification

The Company’s Project is located in the Republic of Congo. Any circumstance or event which negatively impacts the ownership or development of these areas or which negatively affects Congo could materially affect the financial performance of the Company and more significantly than if it had a diversified asset base.

(e) Foreign exchange rate risk

The Company’s reporting currency is the Australian Dollar. The local currency in Congo Brazzaville is the Central African Franc (CFA), which as at 20 April 2012 has a fixed exchange rate of CFA 655.957 to 1 Euro; and a floating exchange rate of CFA 515.081 to 1 Australian Dollar.

Most of the Company’s in country costs for the Oyabi Project will be denominated in CFA francs and Euros. The Directors also expect the Company to hold assets and incur liabilities in other foreign currencies, including pound sterling. Consequently, variations in the value of the Euro and consequently the CFA franc relative to the Australian Dollar and other foreign currencies may result in an impact in the Company’s financial performance.

(f) Joint venture parties, agents and contractors

The Directors are unable to predict the risk of financial failure or default by a participant in any earn-in agreement or joint venture to which the Company is or may become a party or the insolvency or managerial failure by any of the contractors used (or to be used in the future) by the Company in any of its activities or the insolvency or other managerial failure by any of the other service providers used (or to be used in the future) by the Company for any activity.

(g) No Takeover Protection under Corporations Act

As a company incorporated in the British Virgin Islands, the rights of Shareholders are governed by BVI law. The rights of shareholders under

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BVI law differ in some respects from the rights of shareholders of companies incorporated in Australia. Please refer to Section 13.2 of this Prospectus for further details.

As the company is incorporated in the British Virgin Islands, the takeover provisions in the Corporations Act do not apply to the Company. There are no takeover provisions under the laws of the British Virgin Islands although please refer to Section 13.5 of this Prospectus for details of certain rights of Shareholders.

(h) Inability to Enforce Judgments in BVI Jurisdiction

As a Company incorporated under the BVI Business Companies Act 2004, the rights of Shareholders will be governed by BVI law and the Company’s Memorandum and Articles.

The rights of Shareholders under BVI law may differ from the rights of Shareholders of companies incorporated in other jurisdictions. Some of the named experts referred to in this document are not residents of Australia and all of the Company’s assets are located outside of Australia. As a result, it may be difficult for investors to effect service of process on those persons in Australia or to enforce in Australia, judgments obtained in Australian courts against the Company or those persons who may be liable under Australian law.

Uncertainty exists as to whether courts outside Australia would enforce judgments obtained in other jurisdictions, including Australia, against the Company or the Directors or officers under the securities laws of those jurisdictions or entertain actions in BVI or the Republic of Congo against the Company or the Directors or officers under the securities laws of other jurisdictions.

(i) Funding Risk

At the date of this Prospectus, the Company has no income producing assets and will generate losses for the foreseeable future. Until it is able to develop a project and generate appropriate cash flow, it is dependent upon being able to obtain future equity or debt funding to support long term exploration, after the expenditure of the net proceeds raised under the Offer. Neither the Company nor any of the Directors or any other party can provide any guarantee or assurance that if further funding is required, such funding can be raised on terms favourable to the Company.

Any additional equity funding will dilute existing Shareholders. Also, no guarantee or assurance can be given as to when a project can be developed to the stage where it will generate cash flow. As such, a project would be dependent on many factors, for example exploration success, subsequent development, commissioning and operational performance.

If sufficient capital is not raised under the Offer to meet existing licence commitments and secure the Company’s operational future based on the current business plan, the Company will seek to reduce overheads, farm out interests in and/or realise its existing assets. The Directors believe that these conditions indicate the existence of a material uncertainty

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which may cast significant doubt about the Company's ability to continue as a going concern.

Should the capital raising under the Offer not be sufficient and the Company not be able to achieve the reductions in overheads and the realisation of existing assets as discussed above, the going concern basis of the Company would no longer be appropriate.

(j) Litigation Risk

The Company is exposed to possible litigation risks including tenure disputes, environmental claims, occupational health and safety claims and contractual claims. Further, the Company may be involved in disputes with other parties in the future which may result in litigation. Any such claim or dispute if proven, may impact adversely on the Company’s operations, financial performance and financial position.

7.3 Industry specific

(a) Exploration and development risks

To date, there has been limited exploration on the Tenements and there is not presently any JORC Code compliant resources on the Tenements. Potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the Tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

(b) Environmental Regulations risk

The exploration, development and production of natural resources can be hazardous to the environment. The Project is subject to Congo laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with all exploration projects, the Project may have a variety of environmental impacts should development proceed.

The Company intends to conduct its activities in an environmentally responsible manner. However, the Company could be subject to liability due to risks inherent to its activities. The Company may incur substantial costs for environmental rehabilitation, damage control and losses by third parties resulting from its operations.

(c) Project Risk

Mining exploration and development licences are subject to periodic renewal and Ministerial discretion. In particular, there is no guarantee that applications for future exploration licences or production licences will be approved. Renewal and transfer conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the exploration licences comprising the Company’s Project.

Interests in Congolese mining licences are governed by the relevant domestic legislation and are evidenced by the granting of licences. Each licence is for a specific term and carries with it annual expenditure

32

and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in a licence if conditions are not met or if insufficient funds are available to meet expenditure commitments.

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

The acquisition and retention of title to mineral rights is a detailed and time-consuming process. Whilst the Company has investigated its title to, rights over and interests in the Oyabi Licence to ensure title to its Project is valid and remains in good standing. However, this should not be construed as a guarantee of the Company’s title to such assets.

The Company’s rights under the Oyabi Licence and its other assets may be subject to prior unregistered agreements or transfers that have not been recorded or detected through title research and title may be affected by such undetected defects. They may also be affected by other risks identified in this Prospectus, including the risks identified above. There can be no assurance that the Company’s title to the Oyabi Licence or other assets will not be challenged, impaired or impugned. Any such challenge could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations.

(d) Resource estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates, which when made, may change significantly when new information becomes available. In addition, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. Should the Company encounter geological and geophysical data different from those predicted by past seismic data and drilling, resource estimates may have to be adjusted and development plans may have to be altered in a way which could have a positive or negative effect on the Company’s operations.

7.4 General risks

(a) Economic

General economic conditions, introduction of tax reform, new legislation, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

(b) Market conditions

Share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

• the general economic outlook;

33

• the introduction of tax reform or other new legislation;

• interest rates and inflation rates;

• changes in investor sentiment toward particular market sectors;

• the demand for, and supply of, capital; and

• terrorism or other hostilities.

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

(c) Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the Company’s financial performance and the value of the CDIs offered under this Prospectus.

Therefore, the CDIs to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those CDIs.

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

34

8. INDEPENDENT COMPETENT PERSON’S REPORT

Coffey Mining (SA) Pty Ltd (2006/030152/079) VAT Number (415 023 9327)

Block D, Somerset Office Estate, 604 Kudu Street, Allen’s Nek 1737 Roodepoort, South Africa www.coffey.com/mining

Coffey Mining (South Africa) (Pty) Ltd (2006/030152/079) VAT Number (415 023 9327)

Block D, Somerset Office Estate, 604 Kudu Street, Allen’s Nek 1737 Roodepoort, South Africa www.coffey.com/mining

Oyabi Iron Project, Republic of Congo (Congo-Brazzaville) (Latitude 0° 16.2 N/S, Longitude 14° 05.0 E/W)

Competent Persons Report on the Oyabi Iron Project

Prepared by Coffey Mining (South Africa) (Pty) Ltd on behalf of:

Equamineral Holdings Limited

Effective Date: 16 April 2012

Qualified Person: Brendan Botha (Pr.Sci.Nat)

Qualified Person: Kathleen Body (Pr.Sci.Nat)

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Oyabi Iron Project, Republic of Congo –EQU01 ii Competent Persons Report– 16 April 2012

Table of Contents

1 Summary ....................................................................................................................................... 1

2 Introduction .................................................................................................................................. 3

2.1 Scope of Work ................................................................................................................... 3

2.2 Participants ........................................................................................................................ 4

3 Reliance on Other Experts .......................................................................................................... 5

3.1 Site Visits ........................................................................................................................... 5

4 Property Description and Location ............................................................................................ 6

4.1 Republic of Congo – General Information ......................................................................... 6

4.2 Project Area Locality ......................................................................................................... 9

4.3 Mineral and Surface Rights ............................................................................................... 9

5 Accessibility, Climate, Local Resources, Infrastructure and Physiography ....................... 12

5.1 Physiography ................................................................................................................... 12

5.2 Infrastructure ................................................................................................................... 12

5.3 Climate ............................................................................................................................ 12

6 History .........................................................................................................................................