The Entitlement Offer is fully underwritten by Empire Capital...

1. The Entitlement Offer is fully underwritten by Empire Capital Partners Pty Ltd (Underwriter) who will also act as lead manager. The Underwriter has entered into a sub-underwriting agreement with AngloGold Ashanti Holdings Plc (AngloGold). The Company will pay an underwriting fee of 6% of the total amount raised under the Entitlement Offer (plus GST) to the Underwriter. In addition, the Company will pay a lead manager fee of 6% of the total amount raised under the Entitlement Offer, a success fee of $150,000 payable in Shares and, subject to shareholder approval the Company will issue the Underwriter 400,000,000 unlisted options with a strike price of $0.004 per share and 3-year expiry from date of issue.

   
   3.1 Risk factors

   Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in section 4 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

2. 3.2 Forward-looking statements

   This Prospectus contains forward-looking statements which are identified by wordssuch as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ andother 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 our Company, the Directors and our management.

   We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in thisprospectus will actually occur and investors are cautioned not to place undue reliance on these forward looking statements

We have 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, except where required by law.

These forward-looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 8.