supplementary prospectus - dome gold mines€¦ · the replacement prospectus contains details...

THIS IS A SUPPLEMENTARY PROSPECTUS INTENDED TO BE READ WITH THE REPLACEMENT PROSPECTUS DATED 6 SEPTEMBER 2013 RELATING TO SHARES OF DOME GOLD MINES LIMITED (ACN 151 996 566)

SUPPLEMENTARY PROSPECTUS DATED: 20 SEPTEMBER 2013

Important InformationThis 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 Supplementary Prospectus should be regarded as speculative.

DOME GOLD MINES LIMITED ACN 151 996 566

THIS IS A SUPPLEMENTARY PROSPECTUS INTENDED TO BE READ WITH THE REPLACEMENT PROSPECTUS DATED 6 SEPTEMBER 2013 RELATING TO SHARES OF DOME GOLD MINES LIMITED (ACN 151 996 566)

1. IMPORTANT NOTICE

Act; and (b) does not contain any material statement that is false or misleading.

The Replacement Prospectus contains details information about Dome Gold Mines Limited (Dome) and it is advisable to read the Replacement Prospectus and this Supplementary Prospectus before completing an Application Form.

A copy of this Supplementary Prospectus was lodged with ASIC on 20 September 2013. Neither ASIC nor ASX takes any responsibility for the contents of this Supplementary Prospectus.

Unless the context otherwise requires, terms defined in this Replacement Prospectus have the same meaning when used in this Supplementary Prospectus. This Supplementary Prospectus prevails to the extent of any inconsistency with the Replacement Prospectus.

The Replacement Prospectus together with this Supplementary Prospectus may be viewed on Dome’s website, http://www.domegoldmines.com.au. During the period of the Offer, a hard copy of the Replacement Prospectus together with this Supplementary Prospectus is available free of charge to any person in Australia or New Zealand by calling Dome on +61 (0)2 8203 5620.

2. REASONS

In the Independent Geologist’s Report (Report) commencing on page 52 of the Replacement Prospectus reference is made to the 2012 edition of the Australasian Code for reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). Whilst the Report complies with the provisions of the 2004 edition of the JORC Code, it does not comply with the 2012 edition thereof in that a report on each tenement as required by Table 1 of the 2012 JORC Code was not annexed to the Report.

Annexed to this Supplementary Prospectus is a Table 1 report in the form prescribed by Table 1 of the 2012 edition of the JORC Code in respect of each tenement referred to in the Report to ensure that the report complies with the 2012 edition of the JORC Code.

3. DIRECTORS’ AUTHORISATION AND CONSENT

The Directors, each of whom has authorised the issue of this Supplementary Prospectus, accept responsibility for the information contained in this Supplementary Prospectus and consent thereto and have not withdrawn such consent. This Supplementary Prospectus is signed by Mr Andrew Skinner being a person who has been authorised by each Director to sign this Supplementary Prospectus on his behalf.

The Directors confirm that they have made all reasonable enquiries and accordingly have reasonable grounds to believe that, other than the matters described above, there is no material information that has arisen between the date of the Replacement Prospectus and this Supplementary Prospectus that investors and their professional advisers would reasonably require to make an informed assessment of the offer of Shares made pursuant to the Replacement Prospectus.

Signed for and on behalf of the Directors and the Company

………………………………………………………….. Andrew Skinner Executive Director

This supplementary prospectus (Supplementary Prospectus) is dated 20 September 2013.

The Replacement Prospectus when read together with this Supplementary Prospectus:

(a) contains all information that would be required by sections 710, 711 and 716 of the Corporations

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Dome Gold Mines Ltd ABN 49 151 996 566 Level 7, 71 Macquarie Street Sydney NSW 2000 Australia GPO Box 1759 Sydney 2001 Australia T +61 2 8203 5620 F +61 2 9241 2013 E [email protected] W www.domegoldmines.com.au

This Replacement Prospectus is for an offer of 2,500,000 Shares at an issue price of 20 cents each to raise up to $500,000 with the ability to take up to an additional 5,000,000 Shares amounting to $1,000,000 of oversubscriptions.

REPLACEMENT PROSPECTUS This is a Replacement Prospectus dated 6 September 2013 which replaces the Prospectus dated 2 September 2013 and contains an offer of shares in Dome Gold Mines Limited. This is an important document that includes key risks of investment in shares and should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The shares offered by this Replacement Prospectus should be considered speculative. This Offer is not underwritten.

DOME GOLD MINES LIMITED ABN 49 151 996 566

2 Dome Gold Mines Ltd Replacement Prospectus 3Dome Gold Mines Ltd Replacement Prospectus

FIJI

Figure 1 – Tenement Location Map

Yasawa Islands

Mamanuca Islands

Yadua

SPL1454

LABASA

Vanua Levu

Viti Levu NADI SPL1452

SIGATOKA

Koro Makogai

Wakaya

Batiki

SUVA

Beqa Vatulele

SPL1451 VUNISEA

Ono Kadavu

Nairai

Gau

Australia

Rabi

Qamea

Laucala Tavenui

Yacata

Vatu Vara

Koro Sea

Moala

LOMA LOMA

Cicia

Totoya

New Caledonia

Tuvuca

Nayau

Kabara

Lakeba

Oneata Moce Namuka-i-lau

FIJI

South Pacific Ocean

New Zealand


CONTENTS

4 CHAIRMAN’S LETTER

6 SYNOPSIS

9 CORPORATE DIRECTORY

10 IMPORTANT NOTICES

12 INVESTMENT OVERVIEW

19 SECTION ONE DETAILS OF THE OFFER

23 SECTION TWO COMPANY AND TENEMENT REVIEW

27 SECTION THREE INVESTMENT RISKS

33 SECTION FOUR DIRECTORS AND MANAGEMENT

37 SECTION FIVE CORPORATE GOVERNANCE

43 SECTION SIX FINANCIAL INFORMATION

52 SECTION SEVEN INDEPENDENT REPORTS

101 SECTION EIGHT MATERIAL CONTRACTS

104 SECTION NINE MINING TITLES REPORT

107 SECTION TEN ADDITIONAL INFORMATION

114 SECTION ELEVEN GLOSSARY

119 APPLICATION FORM


1 The Emperor Mine is owned by Emperor Gold Mines Plc.

CHAIRMAN’S LETTER Dear Investor It is with pleasure that I invite you to become an investor in Dome Gold Mines Limited (“Dome”). In a volatile and uncertain market for junior exploration companies, I believe Dome stands out as rare opportunity to participate in the growth of a company with valuable assets, a Board and management team with broad skills and relevant experience.

I believe the offer that is extended to you through this Replacement Prospectus differs from many that you may have seen in the past in a number of important aspects. In the first place we are very well focussed – just three, highly prospective tenements located within a small geographic area – the islands of Fiji. Added to that, those three tenements present us with three distinct types of ore target, each highly attractive in its own right and, very importantly, each of which has a direct analogue elsewhere in Fiji – we are not trying to find something in Fiji that has not been found there before.

Our flagship is the Nasivi Delta Tenement (SPL1454), which covers the floodplain and delta of the Nasivi River where it meets the sea on the north coast of Fiji’s main island of Viti Levu. In this area there is a large accumulation of deltaic sediments, such as gravel, sand, silt and clay, that have been washed down the Nasivi River from their source rocks in the mountains to the south. Those source rocks include the volcanic sequence that hosts the Emperor Gold Mine at Vatukoula and detrital (“placer”) gold is present in the Nasivi Delta sediments.

It was this placer gold that first attracted Dome to the Nasivi Delta area and gold remains a valid target for future exploration of the tenement. However, of greater significance now for Dome is the discovery, as a result of the work Dome has carried out at Nasivi so far, of a substantial deposit of heavy mineral sand. While it is too early to place any size or grade estimates on this deposit, the drilling we undertook last year showed that the sand contains an unusually high average total heavy mineral content of around 29%. Furthermore, the results from metallurgical pilot plant processing of a 150kg bulk sample of sand from Nasivi show that those heavy minerals include significant amounts of the iron ore mineral, magnetite. Also present are large amounts of the ferromagnesian mineral, pyroxene.

We now see excellent scope for the delineation and development of a mineral sand dredging operation at Nasivi, one which could be brought to production and operate as a robust, low cost producer of magnetite and probably also gold. The potential to add further value by producing and selling a pyroxene by-product will also be investigated. It is for this reason that we intend to give the Nasivi Delta high priority over the next two years, aiming to realise its potential to generate cash flow that could fund Dome’s growth in Fiji and avoid excessive demands on Dome’s shareholders for working capital. And we are strongly encouraged in this objective by the existence, just 50km or so around the coast to the west, of the Mba Delta iron sand (magnetite) deposit, currently under development by Amex Resources Limited. The iron sands of the Mba Delta are derived from much the same volcanic sequence as those of the Nasivi Delta, although the Mba River does not tap into the Vatukoula gold-bearing source rocks in the way that the Nasivi River does.

The second of Dome’s Fijian tenements is SPL1451, located on the southern Fiji islands of Kadavu and Ono. Here Dome has identified a number of gold prospects whose geological setting is strongly analogous with that at Vatukoula. The Emperor Gold Mine at Vatukoula1 is an epithermal type, high grade gold deposit that has produced around 7 million ounces of gold historically and is reported to have up to 5 million ounces of gold remaining in resources. The Emperor mine is associated with high level volcanic activity, including a volcanic caldera developed in a sequence of shoshonitic volcanic rocks. Dome has identified a target on


2 The Namosi deposit is not owned by Dome.

G G LOWDER Chairman Dome Gold Mines Ltd

Ono Island within SPL1451 that appears to replicate the geological setting of Emperor. The presence of geochemically anomalous gold and silver values at surface and strong epithermal type alteration of the host rocks adds weight to this analogy and makes this prospect a highly attractive target for future gold exploration. It is our intention to carry out sufficient work on SPL1451 over the next two years, including reconnaissance drilling, to verify the target model and demonstrate the gold potential we believe to be there.

Dome’s third exploration area in Fiji comprises SPL1452, which is a large tenement located in the south-central part of Viti Levu and is known to Dome as Nadrau. The Nadrau Tenement covers a relatively remote and mountainous region of Fiji but is strategically located adjacent to one of the world’s largest, as yet undeveloped porphyry copper-gold deposits – Namosi2. The geology of SPL1452 is similar to that at Namosi and Dome’s objective is to discover one or more porphyry type copper-gold deposits, analogous to Namosi. Two main prospect areas have been identified so far on SPL1452, one of which – Wainivau – has seen sufficient field work for two attractive targets to have been outlined, principally by geochemistry. It is our intention to follow up at Nadrau (mainly at Wainivau) over the next two years, further delineating the porphyry copper targets and testing one or more with reconnaissance drilling.

Dome’s business strategy is built around the balance and growth potential that its three tenement assets provide. Emphasis in the short term will be on SPL1454 (Nasivi) with the objective of proving up and developing a competitive mineral sand mining operation that can generate cash flow for Dome and a return for our shareholders. While that is happening, we intend to put sufficient effort into SPL1451 (Kadavu/Ono) to confirm its credentials as an epithermal gold prospect and into SPL1452 (Nadrau) to validate its porphyry copper-gold potential. Major expenditure at these properties, such as resource drilling, will be deferred until after the next two years, when we hope to see funding flow from success at Nasivi. I believe few other junior resource companies can offer such an exciting yet balanced portfolio of exploration tenements at such an early stage of their corporate history.

I am pleased that two of our existing major institutional investors, being Onizaki Corporation, holding 30,000,000 shares, and Tiger Ten Investment Ltd, with 20,000,000 shares, have been active financial supporters of Dome and will continue to hold their shares as long term supporters.

You will find a great deal more information about Dome’s exploration properties and programs as you read through this Replacement Prospectus, together with much additional important information about Dome and its plans for the future. Because Dome’s tenements are all at an early stage, and carry the attendant risks of early stage exploration projects, investment in Dome must be considered speculative. I strongly encourage you to read this Replacement Prospectus in its entirety and to seek expert advice where appropriate. I also ask that you pay special attention to Section 3, which deals with the risks associated with this investment.

Once you have done that, and have satisfied yourself that you understand Dome’s strategy and are comfortable with the risks involved, I look forward to welcoming you as a shareholder of Dome and to sharing an exciting future as our story unfolds.


SUMMARY OF INVESTMENT HIGHLIGHTS

• Dome is a well-focussed mineral exploration company with three high quality, wholly owned tenements in Fiji.

• Dome’s flagship asset is the Nasivi River Delta Tenement, located within SPL1454 on the north coast of Viti Levu.

◊ The Nasivi Delta contains a large accumulation of gravel, sand, silt and clay derived from the Tavua Basin, which includes the Emperor Gold Mine at Vatukoula.

◊ The unconsolidated delta sediments contain an abundance of heavy minerals, including magnetite and some detrital gold.

◊ Dome regards the Nasivi Delta as its flagship project because it offers excellent scope for rapid evaluation and development as a robust mineral sand mining operation.

• The second project in Dome’s portfolio is known as the Kadavu Islands Tenement and comprises SPL1451, located on the southern Fiji islands of Kadavu and Ono.

◊ The geological setting of the Kadavu Islands Tenement is strongly analogous to that at Vatukoula and the results of field work to date strongly support an Emperor-type, epithermal gold exploration target.

• Dome’s third project is known as the Nadrau Tenement and is located within SPL1452, in the south-central part of Viti Levu.

◊ At the Nadrau Tenement, Dome has focussed its efforts so far on the Wainivau Prospect, where well defined geochemical anomalies point to drill targets offering excellent potential for discovery of porphyry style copper-gold mineralisation, similar to the nearby giant Namosi copper-gold deposit.

• Dome has a Board and Management team with many years’ experience in exploration and mining, with particular expertise in, and knowledge of, the Fijian operating environment.

SUMMARY OF INVESTMENT RISKS

• The principal investment risk in an exploration stage company is the possibility of failure to discover commercially exploitable mineral deposits.

• To date no JORC-compliant resources or reserves have been defined on Dome’s tenements.

• Metal prices or investment conditions may change, meaning Dome may not be able to secure investment for the continued exploration or development of its tenements.

• Dome has been granted mineral titles in Fiji and there can be no guarantee that changes in Government or Government policy could not occur that prohibit exploration or mine developments in all or parts of the areas held under title by Dome.

• Although renewal of exploration tenements is largely automatic when the holder has met its exploration expenditure commitments an unfavourable decision on a renewal is possible.

• A significant number of Dome’s shares are likely to be escrowed for between 12 and 24 months which may affect the liquidity of trading in Dome’s shares on the market.

• Dome may require additional equity financing to further explore and develop its tenements. Such financing may be difficult to obtain and the raising thereof will dilute present shareholders’ interests.

• Mining as an industry carries increasing environmental responsibility and is therefore exposed to liabilities or prohibitions of an environmental nature.

SYNOPSIS


The dates are indicative only and may vary. Dome 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.

*some of these shares may be subject to ASX escrow conditions for up to two years from the date of official quotation of the Shares on the ASX (refer Section 8.4)

KEY DATES

CAPITAL STRUCTURE OF DOME

Dome is proposing to issue a minimum of 2,500,000 Shares if the Offer is fully subscribed, and the Directors may accept a further 5,000,000 Shares in oversubscriptions. Following completion of the Offer, the capital structure of Dome will be as follows, if the Offer is fully subscribed:

Event Date

Replacement Prospectus lodged with ASIC/ASX 2 September 2013

Offer opens 16 September 2013

Anticipated Closing Date of Offer 10 October 2013

Expected dispatch of holding statements 16 October 2013

Expected date of quotation of Shares on ASX 22 October 2013

Event Minimum subscription $0.5 million

SHARES Number Holdings %

Offer Price $0.20

Shares on Issue at date of Replacement Prospectus* 112,457,310 97.83%

Shares to be issued under this Offer 2,500,000 2.17%

Total Shares on issue on closing of the Offer 114,957,310 100%

Market capitalisation at the Offer Price $23 million

UNLISTED OPTIONS Number

Options on issue at date of Replacement Prospectus (see Section 10.5) 10,148,395

TOTAL 10,148,395

PURPOSE OF THE OFFER

The primary purpose of this Offer is to raise funds to carry out exploration and evaluation programs at several mineral tenements held by Dome in Fiji. The implementation of these programs is planned over the next two years, and is focussed on the discovery of heavy mineral sand, gold and copper deposits, which have the potential for economic development in subsequent years.

The exploration programs proposed for each of Dome’s tenements in Fiji, together with budget estimates, are described in Section 7.1. In summary, the key components of these programs will be geological mapping, geochemical and geophysical exploration

and drilling. Several targets have already been identified and additional targets are expected to be defined as the programs are implemented. Funding raised pursuant to this offer will be applied towards the proposed Use of Funds set out in Section 1.

It should be understood that exploration is a dynamic process, with targets and priorities continually being revised as information progressively generated by the exploration programs comes to hand. For this reason, some of the exploration work to be carried out over the next two years may differ from that set out in the programs described in Section 7.1. However, the objective of discovering economic mineral deposits in Fiji will not change.


CORPORATE DIRECTORY

Board of Directors:Dr Garry Lowder (Chairman)Mr Andrew Skinner (Executive Director)Mr Tadao Tsubata (Non-Executive Director)Mr Allen Jay (Non-Executive Director)

Company Secretary:Mr Marcelo Mora

Registered and Principal Office:Level 7, 71 Macquarie StreetSydney NSW 2000t. +612 8203 5620f. +612 9241 2013e. [email protected]. www.domegoldmines.com.au

Independent Consulting Geologist:Mr John V McCarthy

Australian Legal Advisors:WebstersLevel 11, 37 Bligh StreetSydney NSW 2000

Investigating Accountants:Grant Thornton Corporate Finance Pty Limited Level 17, 383 Kent StreetSydney NSW 2000

Australian Auditors:Grant Thornton Audit Pty LimitedLevel 17, 383 Kent StreetSydney NSW 2000

Fijian Auditors KPMGLevel 10, Suva CentralRenwick RoadSuva, Fiji

Share Registry:Computershare Investor Services Pty Limited117 Victoria StreetWest End Qld 4101

ASX CODE: DME


IMPORTANT NOTICES

LODGEMENT AND LISTING

This Replacement Prospectus is dated 6 September 2013 and it replaces the Prospectus dated 2 September 2013 lodged with ASIC on that day. Neither ASIC nor ASX takes any responsibility for the contents of this Replacement Prospectus. No shares will be allotted or issued on the basis of this Replacement Prospectus later than 13 months after the date of this Replacement Prospectus. Application will be made to the ASX within 7 days after the date of issue of this Replacement Prospectus for admission of Dome to the Official List of ASX and for Official Quotation of the shares, the subject of this Replacement Prospectus.

NOTICE TO APPLICANTS

The Offer contained in this Replacement Prospectus does not take into account the investment objectives or individual financial circumstances of the investor. It is important that you read this Replacement Prospectus carefully and in full before deciding to invest in Dome. In particular in considering the prospects of Dome, investors should consider the risk factors that could affect the financial performance of Dome with regard to their personal financial circumstances. Investors should seek advice from their professional advisors before deciding whether to invest. There is no guarantee that the Shares offered under this Replacement Prospectus will make a return on capital investment, that dividends will be paid on the Shares, or that there will be any increase in the value of the Shares in the future.

DISCLAIMER

No person has been authorised to provide information or to make any representation in connection with the Offer, which is not

contained in this Replacement Prospectus. Any such information or representation may not be relied upon as having been authorised by Dome.

NO OVERSEAS REGISTRATION

This Replacement Prospectus does not constitute an Offer in any place in which, or to any person to whom, it would not be lawful to make such Offer. The distribution of this Replacement Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Replacement Prospectus should seek advice on and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Applications can only be made by completing the appropriate Application Form in full, in accordance with instructions contained on that form.

INVESTMENT AND OTHER RISKS

Before deciding to invest in Dome, potential investors should read the entire Replacement Prospectus and, in particular, in considering the prospects for Dome, investors should consider the investment and other risk factors that could affect the financial performance and assets of Dome. Investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues). Dome is in the early stages of exploration and mining development and the risks are therefore significant. The Shares offered by this Replacement Prospectus should be considered speculative. Risk Factors are set out in Section 3.

EXPOSURE PERIOD

This Replacement Prospectus is subject to an Exposure Period of 7 days from the date of its lodgement with ASIC and this period may be extended by ASIC for a further period of up to 7 days. The purpose of the Exposure Period is to enable this Replacement Prospectus to be examined by market participants and


prospective investors prior to the raising of funds. Potential investors should be aware that this examination may result in the identification of deficiencies in the Replacement Prospectus and in such circumstances any application that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act. Applications for Shares under this Replacement Prospectus will not be accepted by Dome until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge Applications during the Exposure Period.

ELECTRONIC REPLACEMENT PROSPECTUS

A copy of this Replacement Prospectus can be downloaded from www.domegoldmines.com.au. Any person accessing the electronic version of this Replacement Prospectus for the purpose of making an investment in Dome must be an Australian resident and must only access the Replacement Prospectus from within Australia. The Corporations Act prohibits any person passing on to another person an Application Form unless it is attached to a hard copy of this Replacement Prospectus or it accompanies the complete and unaltered version of this Replacement Prospectus. Any person may obtain a hard copy of this Replacement Prospectus free of charge by contacting Dome.

FINANCIAL AMOUNTS

Money as expressed in this Replacement Prospectus is in Australian dollars unless specified otherwise.

GLOSSARY

Certain terms and abbreviations used in this Replacement Prospectus have defined meanings, which are explained in the Glossary in Section 11.

FORWARD-LOOKING STATEMENTS

Certain statements in this Replacement Prospectus constitute forward-looking statements. Investors should note that those statements are inherently subject to uncertainties in that they will be affected by a variety of known and unknown risks, variables and other factors which could cause actual values or results, performance or achievements to differ materially from anticipated results, implied values, performance and achievements expressed, projected or implied in the statements. Dome gives no assurance that the anticipated results, performance or achievements expressed or implied in those forward-looking statements will be achieved.

APPLYING FOR SHARES

Investors who wish to subscribe for Shares must complete the Application Form included in this Replacement Prospectus.

PRIVACY

If you apply for Shares you will be asked to provide personal information to Dome (and to Dome Gold Mines Limited Share Registry), which collects, holds and uses that personal information in order to assess your application, service your needs as an investor, provide facilities and services that you may request and carry out appropriate administration. By submitting an Application Form, each applicant agrees that Dome may use the information in the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, Dome’s agents, contractors and third-party service providers (including mailing houses), ASIC and other regulatory authorities.

ENQUIRIES

Enquiries concerning the Offer can be made on +61 2 8203 5620, Monday to Friday, 9:00am to 5:00pm (AEST).


INVESTMENT OVERVIEWThis Investment Overview contains a summary of what the Directors consider to be key information with respect to Dome and the Offer. It is not a summary of this Replacement Prospectus.

If you are considering an investment in Dome, it is important that you read this Replacement Prospectus carefully, in its entirety and seek professional advice where necessary before deciding to invest in Dome. In particular, in considering the prospects for Dome, you should consider the risk factors that could affect the performance of Dome. 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 that are offered under this Replacement Prospectus should be considered speculative.

INTRODUCTION

Dome is a mineral exploration company that was incorporated on 8 July 2011 to hold three highly prospective exploration tenements located in the Fiji Islands. The objective of Dome is to provide an attractive return to shareholders through the discovery, delineation and development of mineral deposits in Fiji. Dome’s existing projects are prospective for heavy mineral sands (SPL1454), epithermal gold (SPL1451) and porphyry style copper-gold deposits (SPL1452). Dome is applying leading edge exploration techniques and technology in its quest for discovery in Fiji and the results to date strongly support Dome’s belief that its objectives will be achieved.

REGIONAL PROSPECTIVITY

The islands of Fiji occur at the boundary of the Pacific Plate with the Australian-Indian Plate.

These plates are rigid sections of the earth’s crust and form a major part of the south-west Pacific Rim gold-copper province. Extensive gold-copper mineralisation occurs throughout the Pacific Rim, which stretches from New Zealand northwards to Fiji and then to Papua New Guinea and branches through the Philippines and the Indonesian Islands. Many first-rate gold, gold-copper and copper deposits are found in this tectonically active zone.

A better understanding of the relationship between gold and copper deposits and high level magmatism has focussed recent exploration on young volcanic terranes of the circum-Pacific region, including Fiji. There have been a number of major gold discoveries in the western Pacific region, including Porgera and Lihir Island, Papua New Guinea, Hishikari, Japan and Kelian, Indonesia, as well as redevelopment of epithermal deposits mined earlier last century such as Waihi and Golden Cross, both in New Zealand.

Copper-gold porphyry deposits have been discovered in more deeply eroded but related volcanic environments including Namosi in Fiji, Panguna in Bougainville and porphyries with associated skarn deposits, such as Ok Tedi in Papua New Guinea and Grasberg in Indonesia.

The discovery of the large epithermal gold ore body on the island of Lihir in Papua New Guinea precipitated a reassessment by the mining industry of the exploration potential of volcanic island arc systems in the Southwest Pacific region. The recognition that the Lihir deposit and other gold prospects such as Simberi (Papua New Guinea), Gold Ridge (Solomon Islands), Emperor at Vatukoula (Fiji) and Waihi (New Zealand) are epithermal in origin, having formed at shallow depths within the volcanic pile in island arc systems, led to exploration activity in these volcanic island chains. The targets of this exploration activity are caldera-related epithermal “Boiling Zone” deposits and porphyry copper-gold deposits in which gold potential


may have been under-appreciated during previous exploration. Tenements held by Dome in Fiji contain a number of relatively untested features indicative of these deposit types.

AREA SELECTION

Fiji has a history of gold production extending for over 70 years and commonly produces 120,000-130,000 ounces of gold per year. The Emperor Gold Mine (owned by Vatukoula Gold Mines Plc) highlights the prospectivity of Fiji to host major mines, with a past production of over 7 million ounces of gold (Moz Au) and current resources of just under 5 million ounces of gold.

Other Fiji deposits of significance are the Mt Kasi Gold Mine, which is subject to plans to recommence production, the Namosi copper-gold deposit with approximately 52 million ounces of gold equivalent (in the world top 5), the Tuvatu Gold Mine and the Cirianui and Dakunimba gold deposits currently under exploration by other companies. Fiji is still largely under-explored and offers a significant opportunity for the discovery of new mines through the application of modern exploration techniques.

Climatic conditions over all the islands are tropical and much of the topography is rugged and deeply weathered. Based on specialist knowledge of the local Fiji geology, Dome selected tenements that cover large areas prospective primarily for gold mineralisation but also for copper-gold, silver and base metals. Two tenements are on the main island, Viti Levu and one on the Kadavu Island Group (see Figure 1).

The common association of mineralisation with volcanic caldera features and, in Fiji in particular, the intimate association of the Emperor (Vatukoula) Gold Mine with such a caldera, makes these volcanic features a prime exploration target. A number of prospective targets have already been defined near similar caldera centres for immediate follow up that cover areas of alteration and/or anomalous metal concentrations from earlier and more recent exploration by Dome.

The Fiji Islands, as with most other mineralised island arcs, have had a complex geological history including at least one major arc reversal, which has the effect of concentrating metallic elements especially gold, copper, silver, lead and zinc, in or near intrusive bodies of molten magma.

Porphyry ore and/or epithermal mineral deposits form where volatile fractions of molten crust rich in dissolved metals and silica, rise to emplace themselves as disseminated or fracture fill ore bodies. In many cases, they may vent to surface, either as hydrothermal activity or volcanoes, giving rise to vein and breccia deposit styles.

Such features are present in two of the tenements of Dome, namely the Nadrau and Kadavu Islands Tenements.

Where erosion of volcanic-intrusive systems has been extensive and over a long period of time, such as at Dome’s Nasivi Delta Tenement, heavy minerals can be released from their primary source and redeposited downstream in alluvial sediments. The Nasivi Delta is a location where deposition of heavy minerals, such as magnetite and gold, has occurred from erosion of the Tavua caldera (location of Vatukoula Gold Mine). Dome has sampled these alluvial deposits, reliably for the first time, using a sonic drill to determine if commercial quantities of these minerals are present in high enough concentration to justify mining. The results to date are most encouraging in that regard.

FIJI

In a review undertaken for the United States Trade and Development Program, by the East-West Centre, Honolulu it was recognised that procedures for gaining land access for mineral exploration and development in Fiji were among the most favourable in the South West Pacific. The Government of Fiji, with a sound Mining Act and administration founded on British law is co-operative and pro-development, offering reasonable royalty and taxation structures, as well as negotiable taxation concessions to foster economic development.


DOME SPECIAL PROSPECTING LICENCES

SPL 1454 Nasivi Delta Tenement • This tenement of 4,125 ha is located on the

north coast of Viti Levu, downstream of the Tavua Gold Field, which includes the Emperor Gold Mine, owned by Vatukoula Gold Mines Plc.

• Emperor has produced over 7 million ounces of gold since 1934 and reputedly has close to 5 million ounces of gold in defined resources.

• The tenement contains a large deposit of deltaic sediments (gravel, sand, silt and clay) that also incorporates placer gold washed down from the Tavua Gold Field, together with detrital magnetite and other heavy minerals derived from the volcanic rock suite that hosts the Vatukoula deposit.

• Past exploration of the Nasivi Delta with pitting and churn drilling failed to produce samples sufficiently reliable to quantify the gold and other heavy mineral contents.

• Exploration over the past two years by Dome, utilising more appropriate and modern techniques, such as ionic leach geochemistry and sonic drilling, has substantially upgraded the Nasivi Delta as an exploration target.

• This has been done by showing that the sedimentary pile contains significant and potentially economic magnetite, together with placer gold.

• These results place the Nasivi Delta at the forefront of Dome’s program in Fiji and justify priority funding for this project.

SPL 1451 Kadavu Islands Tenement • This tenement of 4,213 ha on Kadavu

and Ono Islands covers a number of hydrothermally altered and mineralised areas and caldera/volcanic centres.

• The principal exploration target is epithermal gold-silver deposits.

• The islands consist of coalesced products of a north-east trending line of 12 shoshonitic volcanic centres that are similar in geochemistry to those hosting the Emperor Gold Mine.

• Dome’s results to date strongly support the “Vatukoula-type” epithermal gold exploration model.

SPL 1452 Nadrau Tenement• This tenement of 42,000 ha on the main

island, Viti Levu, is adjacent to the world class Namosi Porphyry Copper-gold Project that reportedly contains the equivalent of approximately 52 million ounces of gold.

• The Dome tenement contains a number of undrilled copper-gold-silver geochemical anomalies related to intrusive centres.

• Dome’s exploration so far has identified the Wainivau Prospect as the prime initial target for porphyry-style copper-gold deposits.


EXPERIENCED BOARD AND MANAGEMENT

Dome’s board and management bring together a complementary mix of practical exploration and corporate skills, with extensive experience in the following areas:

• Significant global exploration project generation, economic evaluation and mine development.

• Exploration program management in Australia, Fiji and other countries.

• Building, managing and supporting exploration teams.

• Potential investors are referred to Section 4 for details of the experience and roles of the Officers of Dome.

EXPLORATION STRATEGY AND RESOURCING

Dome’s strategy is to advance the Nasivi Delta Tenement to resource status and pre-development feasibility study within the next two years, as this project is currently seen as offering the best potential for early cash flow that would support Dome’s growth objectives. The aim is to give priority to Nasivi but also to conduct sufficient work on the other two tenements over the next two years to verify the target concepts described in this Replacement Prospectus. In practice, that will mean that most of the anticipated drilling will occur at Nasivi but that some reconnaissance level drilling can be expected at the other two tenements. Major exploration expenditure on SPL1451 and SPL1452 is likely to be delayed until the future potential of the Nasivi Delta has been determined, and, if that outcome is positive, cash flow from Nasivi begins.

Dome considers that the key to conducting an efficient and successful exploration program is by retaining high quality exploration personnel and support teams coupled with a disciplined prospect ranking and review process.

KEY INVESTMENT RISKS

You should be aware that there are risks associated with any securities investment and that the Shares offered under this Replacement Prospectus should be considered speculative. Mineral exploration and development is a high-risk business. Only a small percentage of individual exploration projects result in the discovery of viable economic resources and even in those cases, there are substantial development and operational risks to overcome before a commercial mine can be established. This is especially the case for mining in developing countries where economic, political, regulatory and other risks may be greater than those in developed countries.

Key risk factors that should be considered by you are set out in Section 3. Additional risks and uncertainties that Dome is unaware of, or that it currently does not consider to be material, may also become important factors that may have an adverse effect on Dome. You should specifically consider the factors contained in Section 3 and elsewhere in the Replacement Prospectus in light of your own investment objectives and financial circumstances, and should seek professional advice from your accountant, stockbroker, lawyer or other professional advisor before deciding whether to invest in Shares.

The nature of the risks is both general to the mineral exploration industry and specific to Dome. The key risks include, but are not limited to:


Dome Exploration and Operational Risk

There is no guarantee of exploration success. Mineral exploration activities are subject to numerous risks, many of which are beyond Dome’s control. These include, but are not limited to, failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, difficulties in commissioning and operating plant and equipment, and extended interruptions due to inclement or hazardous adverse weather conditions.

General Economic Conditions

Availability of labour and machinery, movements in interest, inflation rates and currency exchange rates may have an adverse effect on Dome’s exploration activities, as well as on its ability to fund those activities. Currently there are no defined mineral reserves or resources on the Tenements that Dome has acquired, and there can be no guarantee that the planned exploration programs will lead to positive exploration results and the discovery of a commercial deposit or further, the establishment of any commercial mining operations. Dome has committed to a drilling program and as such technical, logistical, mechanical and other issues may arise that impede on the timing of the work and the delivery of the results.

Dome’s Limited Operating History and Preliminary Stage of Project Assessment

Dome was incorporated on 8 July 2011 and does not have a significant operating history. To date, no gold deposits or resources have been discovered on the Tenements which Dome, through its wholly owned foreign subsidiary, has acquired in Fiji, and only relatively limited exploration activities have occurred on these Tenements. The prospects of Dome must be considered in light of the risks, and the expenses and difficulties frequently encountered by companies in their early stage of development. This is particularly relevant in the mineral exploration sector, which has a high level of inherent uncertainty.

Capital Adequacy Dome is operating as an explorer and as such is reliant on capital. From time to time further capital may need to be raised and at such time market conditions may be adverse.

Tenements in Fiji In order for these Tenements which Dome, through its wholly owned foreign subsidiary, has acquired in Fiji, to be held and renewed, Dome must satisfy the mining legislation in Fiji and comply with conditions on the Tenements such as minimum expenditure requirements and environmental standards. There is no assurance that the Government of Fiji will not make material changes to the mining legislation or that Tenement approvals or renewals will be given as a matter of course or on similar economic terms. There is no guarantee that any Tenements undergoing renewal in the future will be granted. There is the additional risk that there could be changes to government policy and mining legislation in Fiji that could materially and adversely affect Dome’s rights and costs associated with holding those Tenements.


Title Risk Dome could lose the right to explore or its interest in or its title to the Tenements, if licence conditions are not met or if insufficient funds are available to meet expenditure conditions. There is no guarantee that any Tenement applications or conversions to mining leases in which Dome has a current interest will be granted or that the Tenement conditions, obligations and terms can be economically complied with.

Dome’s Reliance on Key Personnel

Dome’s success depends to a significant extent upon its key personnel, including those engaged on a contractual basis. In the event that there is a loss of key personnel, Dome may not be able to locate or employ individuals with suitable qualifications and experience to operate in Fiji on acceptable terms.

Dome has No Alternative Sources of Revenue and Future Funding Risk

Dome has no other means of generating income or cash flows. If Dome is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration program.

Legal System in Fiji The legal system in Fiji is different from that in Australia. This may create particular issues with respect to licences and agreements for business. The legal requirements may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that licences, licence applications or other legal arrangements will not be adversely affected by the actions of the Government authorities or others to the detriment of Dome. The effectiveness of the enforcement of legal arrangements by Dome also cannot be assured.

Community Relations and Landowners

Dome’s ability to undertake exploration on the Tenements will depend in part on its ability to maintain good relations with the relevant local communities. Any failure to adequately manage community expectations with respect to compensation for land access, artisanal mining activity, employment opportunities, impact on local business and any other expectations may lead to local dissatisfaction, disruptions in the exploration program and potential losses to Dome.

General Market Fluctuations and Economic Conditions

Dome’s financial performance and ability to execute its business strategy will be impacted by a variety of general market, political, social, stock market and business conditions beyond Dome’s control. In particular, Dome is exposed to commodity price and foreign exchange risk, including the risk that the price of gold or copper could fall. In the event that the price of gold or copper falls significantly, the expected value of Dome’s interest in the Tenements, and therefore the value of Dome, is also likely to fall. Dome also faces foreign exchange risk as a significant portion of Dome’s future Tenement payments and exploration costs will be denominated in Fijian dollars and other foreign currencies. Consequently, a fall in the value of the Australian dollar against the Fijian dollar and/or other currencies would increase the costs for Dome.


*See Section 6, Note 1 “Pro Forma Adjustments”, in the Notes to the Pro Forma Consolidated Statement of Financial Position.

THE CURRENT FINANCIAL POSITION OF DOME

The following table summarises the audited consolidated statement of financial position at 30 June 2013, and the pro forma consolidated statement of financial position at 30 June 2013 assuming completion of the Offer and the pro forma adjustments which are summarised in Section 6 Note 1.

As at 30 June 2013 Audited $’000

Reviewed Minimum

subscription pro forma

$’000*

Reviewed Over


$’000*

Total current assets 1,068 2,442 3,441

Total non current assets 872 872 872

Total assets 1,940 3,314 4,313

Total liabilitiess (708) (69) (69)

Net assets 1,232 3,245 4,244

Securities Investments Risks

Investors should be aware that there are risks associated with any securities investment. The prices at which Dome’s Shares trade may be above or below the Offer price, and may fluctuate in response to a number of factors including general economic conditions and share market volatility unrelated to the specific performance of Dome. Neither Dome nor the Directors warrant the future performance of Dome or any return on an investment in Dome.

Sovereign Risk in Fiji

Fiji is a developing country and Dome’s operations in this country are subject to numerous risks associated with operating in foreign emerging countries. These include economic, social and political instability, changes of law affecting foreign ownership, government participation, taxation, and repatriation of income or return of capital. These risks may affect the viability and profitability of Dome.

Environmental Risk Dome intends to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. However, the legal framework governing environmental laws is constantly changing and compliance may be difficult, costly and could result in delays to a project. As a result of exploration, operational and environmental risk, actual costs may materially differ from forecast costs. This could also adversely affect Dome’s viability and profitability of Dome.


SECTION ONE

DETAILS OF THE OFFER

THE OFFER

This Replacement Prospectus is for an offer of a minimum of 2,500,000 Shares at an issue price of 20 cents each to raise up to $500,000 (AUD).

In the event that the issue is fully subscribed the Directors may, at their discretion, accept oversubscriptions for up to 5,000,000 Shares at an issue price of 20 cents per Share to raise up to a further $1,000,000 (AUD).

The maximum amount that may be raised under this Replacement Prospectus, including oversubscriptions, is $1,500,000 (AUD).

MINIMUM SUBSCRIPTION

The Minimum Subscription for the Issue is $500,000. If the Minimum Subscription is not raised within three months after the date of this Replacement Prospectus, the Directors will not proceed and all application moneys will be returned to the Applicants (without interest).

Subject to the Minimum Subscription being raised, the issue of Shares will proceed as soon as possible after the Closing Date and after ASX permission for Official Quotation of the Shares is received.

The Directors reserve the right to accept oversubscriptions up to a further $1,000,000 subject to such subscriptions being received by the same date as is required for the minimum subscription moneys. If such oversubscriptions are accepted then the whole amount thereof will be applied to further exploration and evaluation of the tenements.

APPLICATIONS

If you wish to participate in the Offer, you must complete the Application Form accompanying this Replacement Prospectus in accordance with the instructions set out therein. Application moneys will be held in a separate bank account on behalf of applicants until the Shares are issued. If any Application is rejected in whole or in part, the amount tendered in respect of the Shares that have not been issued will be repaid to the unsuccessful applicant, without interest.

ISSUE OF SHARES

Subject to ASX Listing Rules, the Directors reserve the right, in their absolute discretion, to accept any Application in whole or in part, or to reject any Application. If the Directors decide to accept your Application and issue the Shares, either in whole or in part, they will issue the Shares and dispatch a holding statement to you as soon as practicable after the closing date, together with any Application moneys received in excess of the number of securities that you have been issued.

CLOSING DATE

The closing date for the Offer will be 5.00 pm on 10 October 2013. The Directors may, in their absolute discretion, close the Offer at any other date and time, without notice.


APPLICATIONS FOR SHARES

An Application must be made on the Application Form attached to this Replacement Prospectus in accordance with instructions on the back of that form. The amount payable on Application is 20 cents ($0.20) per Share. An Application must be for a minimum of 10,000 Shares and thereafter in multiples of 5,000 Shares and accompanied by payment of 20 cents ($0.20) per Share. Completed Application Forms and accompanying cheque must be delivered to:

Dome Gold Mines Limited C/- Computershare Investor Services Pty Limited

Mailing Address: Computershare Investor Services Pty Limited GPO Box 2115 Melbourne VIC 3001 Australia

Phone Line Details: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

The Directors will determine the allocation of Shares to Applicants under this Offer. Shares will rank equally in all respects with existing Shares on issue.

The Directors reserve the right to reject any Application or allot to any Applicant a lesser number of Shares than those for which an Application has been made, provided that the minimum allocation to each successful Applicant will be 10,000 Shares. Application moneys under this Replacement Prospectus will be held in trust and will not be released until the Minimum Subscription is achieved.

If any of these conditions do not occur within four months of the date of issue of this Replacement Prospectus, then Dome will refund all Application moneys, without interest. If the conditions are met, it is anticipated that Application moneys would be released to Dome on or after quotation.

WHEN TO APPLY

Applications may be lodged at any time after the end of the exposure period. The Public Offer will remain open until 5.00pm Eastern Standard Time on 10 October 2013 subject to the right of Dome to close the Offer earlier or extend the Offer, in each case without prior notice. Early lodgement of your Application is recommended as the Offer may be closed early.

AUSTRALIAN SECURITIES EXCHANGE LISTING

Within seven days from the date of this Replacement Prospectus, Dome will apply to the ASX to be admitted to the Official List and for Official Quotation of:

• the Shares issued under this Replacement Prospectus; and

• all existing Shares.

As referred to elsewhere in the Replacement Prospectus, some of the existing Shares will be subject to ASX escrow provisions.

The ASX takes no responsibility for the contents of the Replacement Prospectus. The fact that the ASX may admit Dome to the Official List is not to be taken as an indication by the ASX of the merits of Dome or the Shares offered under this Replacement Prospectus.

If permission is not granted for Dome to be admitted to the Official List before the end of four months after the date of the issue of this Replacement Prospectus, Dome will (subject to any variations that ASIC may approve):

a. repay all Application moneys received with respect to the Offer; or

b. give the applicants a supplementary or replacement prospectus and 1 month to withdraw their Applications and be repaid; or

c. issue the Shares to the applicants and give them a supplementary or replacement prospectus and 1 month to withdraw their Applications and be repaid.


APPLICATIONS OUTSIDE AUSTRALIA

The Offer under this Replacement Prospectus does not constitute a public offer in any jurisdiction outside Australia and New Zealand. This Replacement Prospectus does not, and is not intended to constitute, an Offer in any place or jurisdiction in which, or to any person to whom it would not be lawful to make such an Offer or issue this Replacement Prospectus.

The distribution of this Replacement Prospectus in jurisdictions outside of Australia and New Zealand may be restricted by law and persons who come into possession of this Replacement Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

It is the responsibility of persons who are not residents of Australia or New Zealand to obtain all necessary approvals for the allotment and issue of shares pursuant to this Replacement Prospectus. The return of a completed Application Form by an Applicant outside Australia and New Zealand will be taken by Dome to constitute a representation and warranty by the Applicant that all approvals have been obtained.

Applicants who are nominees or persons proposing to act as nominees should seek independent advice as to how they should proceed.

CHESS

Dome will be admitted to participate in the Clearing House Electronic Sub-register System (CHESS) in accordance with the Listing Rules and the SCH Business Rules. On admission to CHESS, Dome will operate an electronic issuer-sponsored sub-register and an electronic CHESS sub-register. The two sub-registers will make up Dome’s principal register of securities.

Dome will not issue share certificates to investors. Instead, investors who elect to hold their Shares on the issuer-sponsored sub-register will be provided with a holding statement (similar to

a bank account statement) by Dome which sets out the number of Shares allotted to each investor under this Replacement Prospectus. For investors who elect to hold their Shares on the CHESS sub-register, Dome will, on allotment, issue an advice to investors that sets out the number of Shares allotted to the investor under this Replacement Prospectus and at the end of the month following the allotment, CHESS (acting on behalf of Dome) will provide investors with a holding statement that confirms the number of Shares allotted.

A holding statement (whether issued by CHESS or Dome) will also provide details of an investor’s Holder Identification Number (in the case of a holding on the CHESS sub-register) or a Shareholder Reference Number (in the case of a holding on the issuer-sponsored sub-register). Following distribution of these initial holding statements to all investors, a holding statement will only routinely be provided to an investor at the end of any subsequent month during which the investor’s holding of Shares changes.

PURPOSE OF THE OFFER

The purpose of the Offer is to provide Dome with funding:

• To facilitate the listing of Dome’s shares on the Australian Securities Exchange;

• To provide working capital to meet the costs of the Offer and the general operating costs of Dome; and

• To provide working capital to advance the exploration program as outlined in this Replacement Prospectus.

USE OF FUNDS

Dome intends to apply funds raised from the Offer together with Dome’s existing cash reserves amounting to approximately $2.4 million in total as follows (assuming the Offer is subscribed to the minimum $0.5 million).


CAPITAL ADEQUACY

On a pro forma basis as at 30 June 2013 prior to the offer Dome has approximately $2,083,690 of cash reserves.

The Directors are satisfied that, subject to receipt of the Minimum Subscription (as detailed above), Dome will have sufficient working capital to meet its stated objectives, including implementation of its exploration program, in full as described above and in Section 7.1.

Dome has budgeted on the basis of its exploration programs operating over two years. Dome expects that in the future there will be a requirement for further funding in order to develop its programs further.

ALLOTMENT OF SHARES

Allotment of the Shares under this Replacement Prospectus will take place as soon as practicable after the Closing Date of the Issue. Application moneys will be held in a subscription account until allotment.

Where the number of Shares allotted is less than the number applied for, the surplus moneys will be returned by cheque within 30 days of the Closing Date for Applications. Where no allotment is made, the amount tendered on

Application will be returned in full by cheque within 30 calendar days of the Closing Date for Applications. Interest will not be paid on moneys refunded.

The Shares will be allotted and entitlement notices dispatched to holders as soon as possible after determination by Dome of entitlements.

DIVIDEND POLICY

It is the present intention of the Directors to apply surplus cash flow to fund the exploration of Dome’s project portfolio and any resultant development or production and to generate new opportunities, rather than distributing these moneys in the form of dividends. The Directors can give no assurances as to the amount, timing, franking or payment of any future dividends by Dome. The capacity to pay dividends will depend on a number of factors including future earnings, capital expenditure requirements and the financial position of Dome. Until Dome declares a profit from its activities it is unlikely that the Directors will declare a dividend.

*For full details of funds being applied to the exploration program see the Independent Geologist’s report in Section 7.1.

Funds Total $

Total funds raised under the Offer 500,000

Cash costs of the offer (207,000)

Pro forma cash reserves before the Offer 2,083,690

Total funds available 2,376,690

Use of funds Year 1 $ Year 2 $

Evaluation and exploration* 376,977 499,713 876,690

Working Capital 346,000 346,000 692,000

Management Services fees (Charvest P/L) 404,000 404,000 808,000

Total 1,126,977 1,249,713 2,376,690

Any amounts raised as a consequence of oversubscriptions will be applied to further exploration and evaluation of the tenements.


SECTION TWO

COMPANY AND TENEMENT REVIEW

to generate cash flow by producing gold, magnetite and possibly other heavy mineral products from the alluvial materials of the delta.

Within SPL 1451 Dome has identified a number of near-surface epithermal gold-silver prospects, particularly on Ono Island and has also recognised potential for deeper porphyry copper-gold mineralisation.

In the case of SPL 1452 the primary targets are porphyry copper-gold deposits, which may be under some cover, although that cover itself is thought to be prospective for epithermal style gold-silver deposits.

Comprehensive descriptions of each of the Dome tenements, including details of previous exploration by Dome and others, are provided in the Independent Geological Report in Section 7.1. The purpose of the statement below is principally to outline Dome’s plans for exploration at its Fiji properties over the balance of 2013 and into 2014.

PROPOSED EXPLORATION & DEVELOPMENT PROGRAMS 2013-2014

Dome currently holds three exploration tenements in Fiji, namely SPL 1451 (Kadavu-Ono Islands Tenement), SPL 1452 (Nadrau Tenement and SPL 1454 (Nasivi Delta Tenement). Each of these tenements is held 100% by Dome and, as intimated in the Chairman’s Letter (page 4), each offers attractive and somewhat different exploration targets.

At Nasivi (SPL 1454), Dome is exploring an alluvial delta at the mouth of the Nasivi River, which drains the Emperor Gold Mine (not owned by Dome) and its surrounding area. Previous exploration by Dome and others has indicated that the alluvial sediments of the Nasivi Delta may contain detrital gold, presumably derived from the Vatukoula (Emperor Mine) area, and magnetite, probably derived from volcanic terrain in the river’s catchment. The particular attraction of Nasivi for Dome is its potential for rapid and low cost advancement, with scope

Figure 2-1 – SPL1454 Tenement Location Map


SPL 1454 – NASIVI DELTA TENEMENT

Past exploration work in the Nasivi Delta area (Figure 2-1) undertaken in part by Dome, included a seismic survey, grid based ionic leach soil geochemistry and the drilling of 36 holes using a sonic drill rig. The soil sampling confirmed the presence of gold within the dry land alluvial area of the Nasivi Delta. However, the sonic drill core samples generally contained low gold values with only 4 of the 2 metre composite core samples containing 0.1g/t Au or greater. These results are considered inconclusive as the coarse gravel beds where gold is likely to be most concentrated were not effectively sampled. Modifications to the sonic drill have been made so that in the next drill campaign these beds can be penetrated by the drill and effectively sampled for gold.

The sonic drill samples did confirm that significant quantities of magnetite and other heavy minerals were present in the sand deposits of the delta. A bulk sample of 150 kilograms of heavy mineral sand was processed through a pilot plant replicating the standard gravity and wet magnetic processes in a typical heavy mineral treatment facility. The pilot plant produced a magnetite concentrate assaying 54.9% Fe and showed that pyroxene was also a major component of the non-magnetic heavy mineral fraction. Further metallurgical tests are proposed to select the best method to upgrade of the magnetite concentrate to higher percentages of iron (commercial concentrates contain 55 to 57% Fe). Work will also be undertaken to determine the commercial value of the pyroxene concentrate.

The sonic drill testing of the dry land section of the delta, with a series of 400m spaced drill holes confirmed that large deposits of heavy mineral bearing sands are present in the delta sediments. Average total heavy mineral contents from 36 drill holes is approximately 30%, comprising mainly magnetite, ilmenite and pyroxene. The drilling indicated that both the thickness and heavy mineral content of the sand deposit was increasing northward toward the ocean. The next phase of sonic drilling will sample the coastal and near shore sand deposits where it is believed ocean wave

and current activity may have increased heavy mineral and magnetite concentrations.

Samples from the sonic drilling will be tested for their gold, magnetite and other heavy minerals content. Analysis of the results and an initial resource estimate will follow, leading to a pre-feasibility assessment that should outline possible mining parameters and economics.

Initial assessment will also be made to define key environmental and social issues. It should be noted that recent flooding of the delta has led the Government to implement a program to move settlements located on the delta to other, less flood prone areas. This may be an ongoing process and Dome may need to cooperate with and assist the Government relocation program, should a decision to mine at Nasivi be made.

With appropriate resources available for an accelerated program of drilling, engineering, metallurgical, environmental and social impact studies, it is hoped to have a full feasibility report available within 2 years of listing.

This feasibility report will form the basis of a submission for a mining permit. Assuming that Dome has been able to work closely with the Fiji Mineral Resources Department during the pre-feasibility and feasibility stages, the objective would be to seek formal approval for a mining project immediately thereafter. The budget



allocated for Nasivi in the first 12 months is $210,406, mainly for the sonic drilling program; follow up in the second year including infill sonic drilling and pre-feasibility studies, is budgeted at $227,939.

SPL 1451 – KADAVU-ONO ISLANDS TENEMENT

SPL 1451 is located in the southern part of Fiji and is in two parts (see Fig. 2-2): one part is on the north side of Kadavu Island (“Gasele”) and the other covers most of the nearby and smaller Ono Island (“Ono”). In each case, epithermal gold (or gold-silver) mineralisation is the primary target type, based on interpretation of results recorded by previous explorers in the area, who reported anomalous stream sediment geochemistry and mapped zones of hydrothermal rock alteration and silicification, although no outcropping gold mineralisation was reported. This could be because the gold-mineralised parts of these systems, if they exist, may not yet have been exposed by erosion. This tenement also offers potential for porphyry style copper-gold mineralisation, which may lie at depth below the postulated epithermal systems, especially within the Ono Island part of SPL 1451.

Dome recently completed an initial program of systematic ridge and spur soil sampling using ionic leach (“IL”) analysis, over both the Gisele and Ono areas. This work has identified several geochemically anomalous zones associated with hydrothermal alteration requiring follow-up detailed sampling and geological mapping.

Experience elsewhere has shown that the IL technique can potentially detect mineralisation buried under cover and together with appropriate geophysical exploration, should allow the effective three dimensional modelling of a target mineralised zone for drill testing.

This program of drill target definition, using geological mapping, geochemistry and geophysics, should be completed over 2 years with an initial round of drilling planned for 2015. The proposed budgets for this work are $78,902 in year 1 and $109,586 in year 2, as shown in more detail in the Independent Geological Report.

SPL 1452 – NADRAU TENEMENT

Dome has identified two major prospects within SPL 1452, namely Wainivau, which is located on the western side of the tenement and Wainivalau on the eastern side (Figure 2-3). Both prospects have significant potential for epithermal gold-silver mineralisation and related porphyry copper-gold-molybdenum mineralisation.

Wainivau Prospect

A stream sediment copper anomaly has been known in this prospect area since the 1970s, however, previous work failed to define a focus to mineralisation in the area.

During 2011-12, Dome completed an extensive ridge and spur soil sampling program over the area and the samples were analysed by the ionic leach technique. This work defined two related areas of mineralisation.



• One of these is a broad (open to the east) multi-element anomaly that has the geochemical signature of a porphyry copper system. The tenor of this signature suggests that porphyry mineralisation may be encountered at relatively shallow depths. As a potentially large system, this target may require several years of intensive exploration before a resource can be outlined.

• The other area of interest is a northeast-trending multi-element anomaly that has epithermal characteristics, but appears to be closely related to the major structure, which controls the course of the Sigatoka River. Potentially, this anomaly may extend to the western side of the river. This mineralised system is more likely to be located at near surface levels. If so, it offers potential for rapid advancement to the definition drilling stage.

The follow up program of work will include extension of the sampling on both the eastern and western side of the area to define the extent of the system. In addition, more detailed infill sampling will be completed in the main anomaly areas to fully evaluate these zones and delineate areas for Induced Polarisation surveys. Geological mapping will be useful in understanding the surface expressions of these systems and it is proposed to carry out reconnaissance mapping of the western side of the Sigatoka River to locate where the possible repetition of the eastern anomalous zone is located.

This program of follow up soil sampling should be completed by the first quarter of year 1. From those results, initial targets should be defined for Induced Polarisation geophysical surveys with drilling to follow as soon as possible thereafter.

Wainivalau Prospect

At Wainivalau, the presence of a possibly mineralised intrusive system (in part, the Sovi Basin intrusive) is suggested by aero-magnetic data, together with a very significant anomalous airborne radiometric potassium signature. Modelling suggests that any porphyry mineralisation in this system could be under significant cover. Nevertheless, its size and

CONCLUSION Completion of the proposed programs at all three of Dome’s Fiji Tenements in the next 2 years will be challenging but is achievable if no significant delays beyond Dome’s control are encountered. High priority will be assigned to Nasivi, as it has the strongest potential for short term cash flow generation. While exploration activity progresses at Nasivi, the other Tenements have potential for major ore deposit discovery that is attractive to Dome and could add substantially to the value of Dome’s asset base as potential mineral discovery and potential development paths are determined by ongoing exploration in the medium to long term.

intensity make it an attractive target for the longer term.

Of more immediate interest is the potential for near surface epithermal gold mineralisation that may be located above or on the northern periphery of the postulated porphyry system, within the Dome licence area. As that area is currently a forest reserve, any exploration activity must be of low impact nature. Ridge and spur soil sampling would meet with this requirement and that is planned as the initial survey method. Any anomaly located by this survey could then be further defined using ground based Induced Polarisation surveys.

Attractive drill targets that are defined at Wainivalau will require Dome to present a detailed drill program to the Fijian Mineral Resources Department, including methods to minimise environmental impact and gain specific landowner consent. Such a program is likely to involve helicopter supported drilling and will require Fiji Government clearance.

The overall budgets for the first 2 years for SPL 1452, as detailed in the Independent Geological Report, are $87,669 and $162,188 respectively.


SECTION THREE

INVESTMENT RISKS

1. Operational and Technical Difficulties

2. Investment Risks

3. Mining and Exploration Risks

4. Economic Factors

5. Resource Estimates

6. Exploration Licence Conditions

7. Financing Risks

8. Rehabilitation of Tenements

9. Environmental Issues

10. Personal Risk Factors

11. Share Market and Liquidity Risk

12. Timetable

13. Tenements

14. Concentration of Shareholding

15. Sovereign Risk

16. Local Community Relations

17. Dome’s Contractual Risk

18. Dome’s Reliance on Key Personnel

19. Dome has no Alternative Sources of Revenue and Future Funding Risk

20. Legal System in Fiji

21. General Risk Factors


INTRODUCTION

There are a number of risks and uncertainties, both specific to Dome and of a general nature, which may, either individually or in combination, affect the future operating and financial performance of Dome, its prospects, and/or the value of its securities. In particular, Dome is subject to risks relating to the exploration and development of mineral properties, which are not generally associated with other businesses. Many of the circumstances giving rise to these risks are beyond the control of Dome, its Directors and management.

This section describes key risks associated with an investment in Dome. It is not an exhaustive list of the risks and should be considered in conjunction with other information disclosed in this Replacement Prospectus. Additional risks and uncertainties that Dome is unaware of, or that it currently does not consider to be material, may also become important factors that may have an adverse effect on Dome. Investors should specifically consider the factors contained in this section and elsewhere in the Replacement Prospectus in light of their own investment objectives and financial circumstances, and should seek professional advice from their accountant, stockbroker, lawyer or other professional advisor before deciding whether to invest in Shares.

1. Operational and Technical Difficulties

Possible operational and technical difficulties might unexpectedly be encountered in achieving Dome’s objectives. These difficulties may be caused by failure to achieve the economic grades postulated by geological interpretations to be used by Dome at any of Dome’s Tenements and may result in downgrading, termination or writing off of the respective exploration project. Other factors that may affect Dome’s operations include, start-up risks, failure to locate or identify deposits and adverse weather conditions. The occurrence of operating risks leading to the curtailment, delay or cancellation of Dome’s operations may result in Dome incurring significant financial costs. This may have a

material adverse effect on the profitability of Dome and ultimately the value of Dome and its Shares.

2. Investment Risks

Mining and exploration is subject to various factors and uncertainties and accordingly the investment in Shares issued under this Replacement Prospectus should be considered speculative. Investors interested in capital gains should consider that the value of the Dome’s shares might fluctuate. Investors interested in an income stream from dividends should recognise that Dome will have no revenue stream until a discovery is found, and a decision made to either sell the Tenements or develop and commission a mine into production. Investors should also appreciate that exploration in particular involves selecting a portfolio of projects where expenditure is applied to test a prospect progressively during exploration programmes, unless a resource is delineated or an anomaly worthy of further testing is discovered, sufficient to increase value as an exploration project. A business decision might be made that the prospect is not worthy of further testing or further testing is too expensive and the prospect should be written off.

3. Mining and Exploration Risks

Geological exploration activity, project development and mining by its nature contain risk. Exploration is a speculative activity and success in ascertaining economic recoverable resources can never be guaranteed. Mineral exploration activities are subject to numerous risks, many of which are beyond Dome’s control. Where exploration is conducted, drilling operations can be affected by adverse weather conditions, industrial disputes, government regulations, environmental issues and unforeseen increases in establishment costs.

General economic conditions such as the availability of labour and machinery, fluctuations in interest and inflation rates and foreign exchange rates may have an adverse effect on Dome’s exploration activities and their ability to fund these activities. Currently, there are no defined mineral reserves or resources


on the Tenements Dome has acquired, and to which Dome has a contractual right to acquire and there can be no guarantee that the planned exploration programs will lead to positive exploration results and the discovery of a commercial deposit or further, a commercial mining operation.

Development of existing resources may involve stages of resources assessment leading pre- feasibility and feasibility studies. In addition, the SPLs are subject to standard licence conditions, which may restrict or affect Dome’s operations. In some sensitive parts of the Tenements, the SPLs may overlay various state forests, reserves or other zones which are also subject to government conditions and regulations which may prevent restrict or affect the ability of Dome to explore in those areas of the SPLs. There may be heritage sites throughout the Tenements, which may restrict activity. The Directors of Dome do not consider that any such conditions or regulations constitute a material risk to the carrying out of Dome’s exploration programmes.

4. Economic Factors

Investors should consider the impacts of supply and demand for commodities, fluctuations in commodity prices and exchange rates, Australia’s and Fijian inflation rates and interest rates. International prices of gold are denominated in US$, whereas the income and expenditure of Dome will be taken into account in Australian currency. This income stream will expose Dome to fluctuations and volatility of the exchange rate between the US$ and the A$ as determined in international markets. Consequently, a fall in the value of the A$ against the US$ and/or other currencies would increase costs for Dome. The demand for, and price of, commodities are highly dependent on international demand and supply, the level of consumer demand, the price and availability of alternative commodities, and global political and economic conditions.

All of these factors have a bearing on operating costs, potential revenue and share prices. As Dome is an exploration company, market perceptions of the value of its Shares alter significantly from time to time. Fluctuations

may also occur as a result of factors influencing the price of shares in exploration and mining companies or share prices generally. Investors should also consider that if a resource is discovered, development of a mine will require obtaining further approvals and will involve additional expenditure. Dome may need to raise additional capital for this purpose or seek joint venture partners. There is a risk that such approvals may not be granted and that capital or joint venture partners may not be available.

5. Resource Estimates

Resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates, which were valid when originally calculated, may alter significantly when new information or techniques become available. In addition, by their very nature, resources estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans, which may, in turn adversely affect Dome’s operations.

6. Exploration Licence Conditions

Dome could lose the right to explore or its interest in or its title to the Tenements, if license conditions are not met or if insufficient funds are available to meet expenditure conditions. There is no guarantee that any Tenement applications (including in relation to the Nasivi Delta, Kadavu and Nadrau Tenements in Fiji) or conversions to mining leases in which Dome has a current or potential interest in will be granted or that the Tenement conditions, obligations and terms can be economically complied with. While Dome intends to meet the conditions of the SPLs (avoiding unnecessary disturbance to the environment, obtaining consent of landowners to access tenements, lodging reports and meeting minimum expenditure commitments), Dome’s failure to satisfy these conditions could result in cancellation or relinquishment of the SPLs.


7. Financing Risks

Dome’s capital requirements depend on numerous factors. Depending on Dome’s ability to generate income from its operations, Dome may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If Dome is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.

8. Rehabilitation of Tenements

In relation to Dome’s planned exploration programmes, issues could arise from time to time with respect to abandonment costs, consequential clean-up costs, environmental concerns and other liabilities. In most of these instances, Dome could become subject to liability if, for example, there is environmental pollution or damage from Dome’s exploration activities and there are consequential clean-up costs at a later point in time. It is not possible to quantify any such contingent liability and, whilst no guarantee can be given, Dome has received no claims or advices, which would suggest that there is any particular exposure in relation to any of its present interests.

9. Environmental Issues

Before exploration activities are undertaken, environmental studies may need to be carried out. Whilst Dome cannot guarantee that there will not be environmental difficulties, Dome is not aware of any particular concern with respect to its planned exploration activities in relation to its existing tenements. Dome intends to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. Dome intends on replenishing sites after extraction activities. However, the legal framework governing environmental laws is constantly changing and compliance may be difficult, costly and could result in delays to the project. As a result of exploration, operational and environmental risk,

actual costs may materially differ from forecasts costs. This could also adversely affect Dome’s viability and profitability of Dome.

10. Personal Risk Factors

The investment detailed in this Replacement Prospectus may not be suitable for all its recipients. Potential investors should consider carefully whether an investment in Dome is suitable for them in the light of their personal circumstances and the financial resources available to them and their personal taxation obligations. Prospective investors should be aware that the market price of the Shares following official quotation may be influenced by many unpredictable factors and that subscribing for Shares involves various risks. While some of the risks can be minimised by the use of safeguards and appropriate systems, some are outside the control of Dome.

11. Share Market and Liquidity Risk

The Shares are to be listed on the ASX and investors will be able to offer their Shares for sale freely on that market. However, there is no assurance of the price at which listed Shares will trade or that there will be any buyers at all. New investors should therefore be prepared to hold their Shares for extended periods pending the development of Dome and potential opportunities emerging in the future. Most of the existing shareholders’ Shares will be escrowed for period between 12 months to 24 months as the ASX determines. Accordingly a significant amount of Shares will not be available to be traded on the ASX during these periods. This may affect the liquidity of trading in Dome’s Shares, which may mean lower volume of Shares being traded in Dome’s Shares. The market price of Shares may be subject to general movements in local and international stock exchanges, economic conditions, prices of gold and base metals, currency fluctuations and interest rates. The Shares may trade at a price above or below the issue price depending on a range of factors including the performance of the securities market unrelated to that specifically of Dome, the performance of the mining sector of the market, national and international economic


performance, market perceptions of Dome, the degree of success in Dome’s exploration endeavours, results of future development for minerals by Dome and the financial performance of Dome.

12. Timetable

Dome plans to complete further exploration activities in the next two years. Circumstances outside the control of Dome may cause the listing timetable to be extended. This may in turn affect future cash flows and Dome’s funding requirements.

13. Tenements

Dome’s existing SPLs have been granted by the Fijian Government. In order for these Tenements which Dome, through its wholly owned foreign subsidiary has acquired in Fiji, to be held and renewed, Dome must satisfy the mining legislation in Fiji and comply with conditions on the Tenements such as minimum expenditure requirements and environmental standards. There is no assurance that the government of Fiji will not make material changes to the mining legislation or that Tenement approvals or renewals will be given as a matter of course or on similar economic terms. There is no guarantee that any Tenements going under renewal in the future will be granted. Dome will go through a renewal process. There is the additional risk that there could be changes to government policy and mining legislation in Fiji that could materially and adversely affect Dome’s rights and costs associated with holding those Tenements.

14. Concentration of Shareholding

The existing shareholders of Dome will hold a total of 97.83% of the issued share capital in Dome, if the Offer is fully subscribed.

15. Sovereign Risk

Since independence in 1970, Fiji has experienced two coups d’état, which both resulted in the removal of an elected government. The first coup in 1987 was a rapid and successful military operation,

however, the second in 2000 was a civilian operation that included dissident military personnel and, although the government was removed from office, the coup leaders failed to gain power and were tried, convicted and imprisoned. In both cases the elected government was overthrown and replaced by appointment administration, which was followed by democratic elections. In both cases, there were no changes to the legislative or regulatory regime in respect of the minerals sector consequent upon the coups. However, there can be no assurance that future adverse change will not occur.

16. Local Community Relations

Dome’s ability to undertake exploration on the Tenements will depend in part on its ability to maintain good relations with the relevant local communities in Fiji. Any failure to adequately manage community expectations with respect to compensation for land access, mining activity, employment opportunities, impact on local business and any other expectations may lead to local dissatisfaction, disruptions in the exploration program and potential losses to Dome. Under legislation in Fiji, Dome may be required to pay compensation to local owners or occupiers of land in the event of disturbance to the land. It is not possible for Dome to predict what such compensation, if any, will be.

17. Dome’s Contractual Risk

Dome has or will enter into contracts for the provision of goods or services and disputes may occur with other parties of these contracts.

18. Dome’s Reliance on Key Personnel

Dome’s success depends to a significant extent upon its key personnel, some of whom are engaged on a contractual basis and are not employees. In the event there is a loss of key personnel, Dome may not be able to locate or employ individuals with suitable qualifications and experience to operate in Fiji on acceptable terms.


19. Dome has no Alternative Sources of Revenue and Future Funding Risk

Until Dome has developed one of the prospective areas into a mine and is able to realise value from them, it is likely to incur ongoing operating losses. Dome has no other means of generating income or cash flows. If Dome is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programme.

20. Legal System in Fiji

The legal system of Fiji is based on British legislation and is similar to that of Australia. However, the commitment of local businesses, government officials and agencies and the judicial system to abide by legal requirements may be more uncertain than in Australia. This creates popular concerns with respect to licences and agreements for business. The legal requirements may be susceptible to revision or cancellation and legal redress may be uncertain or delayed.

21. General Risk Factors

An investment in Dome is not risk free and prospective investors should consider the risk factors detailed below, together with information contained elsewhere in this Replacement Prospectus, before deciding whether to apply for shares. Generally Dome’s Tenements may be adversely affected by:

• local and international factors such as fluctuation in interest and inflation rates, rise and fall in metal, mineral and chemical prices, currency fluctuations, rise and fall in the world equity markets, and changes in demand for metals, minerals and chemical;

• varying and changing governmental and regulatory factors, for example environmental regulation in Fiji;

• changes or advances in exploration techniques;

• operational and logistical risks in mobilisation, construction, commissioning or availability of plant or key personnel;

• variations in metallurgical behaviour of ores or concentrates from different mines;

• tenement conditions and restrictions; and/or

• planning procedures and obtaining approvals prior to the expiration of Dome’s SPLs.


SECTION FOUR

DIRECTORS AND MANAGEMENT

DR GARRY LOWDER (Chairman and Non-Executive Director)Bachelor of Science with 1st Class Honours in Geology (University of Sydney) Doctor of Philosophy (University of California, Berkeley)Advanced Management Program (Harvard University) Fellow, Australasian Institute of Mining and MetallurgyMember, Australian Institute of Company Directors

Dr Garry Lowder is a geologist who has spent over 40 years in the Australian and international mining industries. As an exploration geologist, Garry has worked in Australia, Indonesia and Papua New Guinea, playing key roles in the discovery of several mineral deposits, including the Northparkes copper, Cowal gold and Conrad silver deposits in NSW, the Paddington gold and Wodgina tantalum deposits in WA and the North Sulawesi porphyry copper deposits in Indonesia.

Over the past 25 years Garry has held senior management positions with Australian mining companies and he also spent four years in government as Director General of Mineral Resources in NSW. In 1997 he founded Malachite Resources Limited, listing it on the ASX (MAR) in 2002 and retiring as managing director late in 2011; he continued to serve as non-executive Chairman until 30 November 2012, when he retired from that position.

Garry was also an independent, non-executive director (and for three years, chairman) of ASX- listed Straits Resources Limited from 1997 until he retired from that Board in mid-2011. He was also non-executive Chairman of Queensland Mining Corporation Limited, an ASX listed (QMN) exploration company, from 1 May 2013 until he resigned from that board in late July 2013. He is free from any business or other relationship that could materially interfere with the independent exercise of his judgment.

It is the Directors’ intention to engage a Chief Executive Officer to manage the corporate development of Dome at an appropriate time after the Closing Date. In the meantime, as the work to be performed by Dome is mainly of a geological and exploration nature it will be performed by geological staff who will report to the Board and Mr Andrew Skinner will act as Executive Director of Dome for day to day administration.


MR ANDREW SKINNER (Executive Director) Master of Economics (Macquarie University) Member, Australian Institute of Company DirectorsMember, CPA Australia

Mr Andrew Skinner qualified as a Chartered Accountant in 1986 with Price Waterhouse Coopers and commenced a specialisation in superannuation governance. He has been a specialist in superannuation taxation and small business structuring and advice. In 2004 Andrew was the founding director of Augur Resources Ltd which went on to list on the ASX (AUK).

Andrew’s extensive experience with mineral exploration companies resulted in his appointment as a director of Zamia Metals Ltd (ZGM), which listed on the ASX in January 2007, and he remains on that Board. He is also on the Board of Magma Mines Ltd which is currently preparing for a listing on the ASX.

Involved with Dome since July 2009, Mr Skinner has been working with the management and shareholders to bring Dome to its current state. He is free from any business or other relationship that could materially interfere with the independent exercise of his judgment.

MR TADAO TSUBATA (Non-Executive Director)Bachelor of Arts in Economics (Kokushikan University, Tokyo, Japan)

Mr Tadao Tsubata studied at Kokushikan University, Tokyo, in the Department of Politics and Economics, graduating in 1991 with a B.A. in Economics.

From 1991 to 1997, Tadao Tsubata worked in corporate finance at a major Japanese securities company where he was involved in the initial public offering of an investment trust. From this role he moved to a major international life insurance and investment company where he was involved in retail offerings and distribution of the business in Japan.

Establishing his first business in life insurance distribution and agencies in 2001, this formed the basis of a new business being a Japanese focused asset management company which acquired the individual underlying agencies and was incorporated as a public company in 2002. Tadao remains the Chief Executive Officer of the business.

In early 2010 the asset management activities grew in prominence and a number of private investment funds were


formed to specifically target investments internationally, in mining, exploration (particularly gold), primary production and other growth industries. Tadao continues in the role of Chief Executive Officer of this business with operations in many countries including Australia. He is actively involved in the various international companies through his management team. Tadao is a shareholder and director of Tiger Ten Investment Ltd which is a substantial shareholder in Dome (See Section 10.8)

MR ALLEN JAY (Non-Executive Director)Chemistry Certificate - Inorganic Analytical Chemistry (Newcastle Technical College, Newcastle)Bachelor of Earth Science (Geology) (Macquarie University)

Mr Allen Jay has vast experience as a geochemist, geologist and analytical chemist, working in Australia, Fiji, the Philippines and Indonesia in the mining industry in roles ranging from regional exploration to project management. For five years, Allen led the exploration team in the evaluation of Fiji’s Namosi porphyry copper deposits. These are located on tenements now owned by the Newcrest Joint Venture that are adjacent to Dome’s Nadrau Tenement.

Allen has been a Geologist/Geochemist for the last 40 years and is a Member of AusIMM. Previously Allen worked for Placer Dome Asia Pacific as Exploration Manager, Projects, Philippines, and then became its Regional Exploration Manager overseeing project work in the Philippines, Indonesia, New South Wales and Western Australia. Allen has performed geological consultancy work for Dome from time to time for which he has been paid. Notwithstanding the performance of such work the Board considers Allen to be an independent Director as the nature of his engagement by Dome has been of an intermittent nature only.

FOR ADDITIONAL INFORMATION CONCERNING DIRECTORS AND THEIR INTERESTS SEE SECTION 10.9.


MR JOHN (JACK) McCARTHY Bachelor of Science in Geology (St Francis Xavier University, Nova Scotia, Canada)

Mr Jack McCarthy is an expert geologist with over 38 years’ experience worldwide including Canada, Africa, Vietnam and Australia. Jack worked as an Exploration and Mine Geologist with A.C.A Howe International in Canada before moving to Namibia, Africa and then Australia where he rose to Managing Director of A.C.A. Howe Australia.

In 1990, he was appointed director of Talon Environment and General Manager of Jasmetech Metal Technologies, based in Montreal Canada. In 1996 Jack moved to Hanoi, Vietnam to join Axiom Mining Limited as an Executive Director and Chief Geologist responsible for all geological property acquisition and exploration by the company. Jack played the key management role in the IPO and listing of Axiom on the ASX (AVQ) in 2006 and remained with Axiom until May 2011. Jack’s professional experience includes extensive work in mineral exploration, project acquisition-assessment and preparation of public company qualifying reports.

MR SULIANA NUIROU – Senior Geologist FijiBachelor of Science (Geology) (University of New South Wales, Sydney, Australia)

Mr Suliana Nuirou is a geologist with over 30 years’ experience in the Fijian mining and exploration sector. Suliana has extensive experience working on large scale gold exploration projects in Fiji, initially working for 10 years at the Vatukoula Mine (formerly the Emperor Gold Mine), Fiji’s largest operating gold mine. Suliana was also the former Senior Economic/Resource Geologist with the Mineral Resources Department in Fiji, a position he held for 8 years.

Since 1994, Suliana has worked as a geological consultant assisting a range of major companies with their operational activities in Fiji. Suliana holds a Bachelor of Science (Geology) from the University of New South Wales, Sydney.

KEY SERVICE PROVIDERS


SECTION FIVE

CORPORATE GOVERNANCE

Dome is committed to implementing high standards of corporate governance, and has endorsed the ASX Corporate Governance (Council) Corporate Governance Principles and Recommendations (ASX Principles). Dome aims to follow the best practice recommendations for listed companies to the extent that it is practicable.

Where Dome’s corporate governance practices do not correlate with the practices recommended by the Council, Dome does not consider it practicable or necessary to implement these principles due to the size and stage of development of its operations and the Board’s reasoning for any departure is explained hereunder.

Set out below are the fundamental corporate governance practices of Dome and the extent to which Dome complies with ASX Principles.

PRINCIPLE 1: THE BOARD LAYS SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Role of the Board

Dome has adopted Recommendation 1.1 to disclose the functions reserved to the Board and those delegated to Senior Executives.

The Board’s role is to govern Dome rather than to manage it. In governing Dome, the Directors must act in the best interests of Dome as a whole. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of Dome. Each candidate will confirm that they have the necessary time to devote to their Company Board position prior to appointment. In addition, non-executive Directors receive formal letters of appointment setting out the key terms, conditions and expectations of their appointment.

Responsibilities of the Board

In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of Dome. It is required to do all things that may be necessary to be done in order to carry out the objectives of Dome.

Without intending to limit the general role of the Board, the principal functions and responsibilities of the Board include the following:

• formulation and approval of the strategic direction objectives and goals of Dome;

• the prudential control of Dome’s finances and operations and the monitoring of the financial performance of Dome;

• the resourcing, reviewing and monitoring of executive management;

• ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;

• the identification of significant business risks and ensuring that such risks are adequately managed;

• the establishment and maintenance of appropriate ethical standards.

Independent Professional Advice and Access to Company Information

Each Director has the right of access to all Dome information and to Dome’s executives. Further, the Board collectively and each Director, subject to informing the Chairman, has the right to seek independent professional advice from a suitably qualified advisor, at Dome’s expense, to assist them to carry out their responsibilities. Where appropriate, a


copy of this advice is to be made available to all other members of the Board.

Where the Board considers that particular expertise or information is required, which is not available from within their members, appropriate external advice may be taken and reviewed prior to a final decision being made by the Board.

Relationship with Management

Dome has adopted Recommendation 1.2 for evaluating the performance of senior executives.

The Board has delegated responsibility for the day-to-day operations of Dome to senior executives as set out in the Board Charter. It is the role of senior executives to manage Dome in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.

Performance Review/Evaluation of Senior Executives

Dome has adopted Recommendation 1.3 by implementing evaluations of senior executives.

Senior executive key performance indicators are set annually, with performance appraised by the Board, and reviewed in detail by the Remuneration & Nomination Committee at the end of the financial year.

PRINCIPLE 2: THE BOARD IS STRUCTURED TO ADD VALUE

Composition of the Board and details of Directors

Dome has adopted Recommendation 2.1 by having three independent directors on the Board which constitutes a majority of the Board.

All incumbent Directors bring an independent judgment to bear in Board deliberations. Dome recognises the importance of non-executive Directors and the external perspective and advice that non-executive Directors can

offer. It is the approach and attitude of each non-executive Director which determines independence and this must be considered in relation to each Director, while taking into account all other relevant factors. Determination of the independence of Directors is made with reference to the factors set out in the relationships affecting independent status in the ASX Principles.

Dome considers that as at 1 August 2013 Dr Garry Lowder, Mr Tadao Tsubata and Mr Allen Jay are independent Directors.

Regular Assessment of Independence

An Independent Director, in the view of Dome, is a Non-Executive Director who:

• is not a substantial shareholder of Dome or an Officer of, or otherwise associated directly with, a substantial shareholder of Dome;

• is not employed in an executive capacity by Dome, or been appointed a Director after ceasing to hold any such employment;

• is not a material supplier or customer of Dome, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;

• has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of Dome; and

• is free from any interest and any business or other relationship which would, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of Dome.

The composition of the Board is reviewed periodically with regards to the optimum number and skills of Directors required for the Board to properly perform its responsibilities and functions.


Chairman and Executive Director

Dome follows Recommendation 2.2. The office of Chair is held by Dr Garry Lowder, an independent Director.

The Chairman leads the Board and has responsibility for ensuring the Board receives accurate, timely and clear information to enable Directors to perform their duties as a Board.

The Executive Director is responsible and accountable to the Board for Dome’s management. Mr Andrew Skinner is the Executive Director of Dome and performs the role of Chief Executive Officer. Therefore, Dome follows Recommendation 2.3.

Remuneration & Nomination Committee

Dome follows Recommendation 2.4.

The Board has established a Remuneration & Nomination Committee and its role is set out in a formal charter which is available on the Dome website under “Corporate Governance”.

The Remuneration and Nomination Committee is responsible for the evaluation of the Board, committees and individual directors’ performances.

Performance Review/Evaluation

Dome follows Recommendations 2.5 and 2.6 by disclosing the process for evaluating the performance of the Board, and disclosure requirements under Principle 2.

It is the policy of the Board to ensure that the Directors and executives of Dome are equipped with the knowledge and information they need to discharge their responsibilities effectively, and that individual and collective performance is regularly and fairly reviewed. The performance of executives is monitored by the Remuneration and Nomination Committee. The performance of individual Directors is monitored by the Chairman. The Chairman also speaks to Directors individually regarding their role as a Director.

Induction and education

Dome has a policy of providing each new Director or officer with a copy of the following documents:

• Audit and Risk Committee Charter;

• Remuneration and Nomination Committee Charter;

• Code of Conduct;

• Continuous Disclosure Policy; and

• Share Trading Policy.

Access to information

Each Director has access to Board papers and all relevant documentation.

Skills knowledge and experience

Directors are appointed based on the specific corporate and governance skills and experience required by Dome. The Board consists of a relevant blend of personal experience in accounting and finance, law, financial and investment markets, financial management and public company administration, and, Director-level business or corporate experience required by Dome.

PRINCIPLE 3: THE BOARD PROMOTES ETHICAL AND RESPONSIBLE DECISION MAKING

Dome follows Recommendation 3.1.

Confidentiality

In accordance with legal requirements and agreed ethical standards, Directors and key management of Dome have agreed to keep confidential information received in the course of the exercise of their duties and will not disclose non-public information except where disclosure is authorised or legally mandated.


Company Code of Conduct and Ethics

As part of its commitment to recognising the legitimate expectations of stakeholders and promoting practices necessary to maintain confidence in Dome’s integrity, Dome has an established Code of Conduct (the Code) to guide compliance with legal, ethical and other obligations to legitimate stakeholders and the responsibility and accountability required of Dome’s personnel for reporting and investigating unethical practices or circumstances where there are beaches of the Code. These stakeholders include employees, clients, customers, government authorities, creditors and the community as a whole. The Code governs all Domes’ commercial operations and the conduct of Directors, employees, consultants, contactors and all other people when they represent Dome. The Code also governs the responsibility and accountability required of Dome’s personnel for reporting and investigating unethical practices.

The Board, management and all employees of Dome are committed to implementing the Code and each individual is accountable for such compliance. A copy of the Code is given to all employees, contractors and relevant personnel, including Directors, and is available on the Dome website (under “Corporate Governance”).

Trading in Dome Shares

Dome’s Share Trading Policy prohibits Directors from taking advantage of their position or information acquired, in the course of their duties, and the misuse of information for personal gain or to cause detriment to Dome. Directors, senior executives and employees are required to advise Dome’s Company Secretary of their intentions prior to undertaking any transaction in Dome securities. If an employee, officer or Director is considered to possess material non-public information, they will be precluded from making a security transaction until after the time of public release of that information.

A copy of Dome’s Share Trading Policy is available on the Dome website (under “Corporate Governance”).

Conflict of interest

To ensure that Directors are at all times acting in the best interests of Dome, Directors must:

• disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the Director and the interests of any other parties in carrying out the activities of Dome; and

• if requested by the Board, within seven days or such further period as may be permitted, take such necessary and reasonable steps to remove any conflict of interest.

If a Director cannot, or is unwilling to remove a conflict of interest then the Director must, as required by the Corporations Act, absent himself from the room when Board discussion and/or voting occurs on matters about which the conflict relates.

Related party transactions

Related party transactions include any financial transaction between a Director and Dome as defined in the Corporations Act or the ASX Listing Rules. Unless there is an exemption under the Corporations Act from the requirement to obtain shareholder approval for the related party transaction, the Board cannot approve the transaction. Dome also discloses related party transactions in its financial statements as required under relevant Accounting Standards.

Publicly available information

Dome has adopted Recommendation 3.5 by making publicly available on Dome’s website (under “Corporate Governance”) the Share Trading Policy, Continuous Disclosure Policy and Code of Conduct.

PRINCIPLE 4: THE BOARD SAFEGUARDS INTEGRITY IN FINANCIAL REPORTING

Audit Committee

The Board follows Recommendations 4.1, 4.2, 4.3 and 4.4.


The Board has established an Audit Committee to assist the Board. The responsibilities of the Committee are set out in a formal charter which is available on the Dome website under “Corporate Governance”.

The Audit Committee Charter sets out the policy for the selection, appointment and rotation of external audit engagement partners.

The Committee makes recommendations to the Board regarding the adequacy of the external audit and compliance procedures. The Committee evaluates the effectiveness of the financial statements prepared for Board meetings. The Chairman of the Audit Committee is not Chairman of the Board and the Committee consists of two members both of whom are independent non-executive directors.

Although the number of members of the Committee is less than three and, to that extent Dome does not comply with Recommendation 4.2, Dome believes that the combined experience of Tadao Tsubata and Allen Jay in the mining industry adequately mitigates this non-compliance.

PRINCIPLE 5: THE BOARD MAKES TIMELY AND BALANCED DISCLOSURE

Continuous Disclosure

The Board has designated Dome’s Company Secretary as the person responsible for overseeing and co-ordinating disclosure of information to the ASX as well as communicating with the ASX.

The Board has established a written policy for ensuring compliance with ASX Listing Rule disclosure requirements and accountability at senior executive level for that compliance. A copy of the Dome Continuous Disclosure Policy is available on the Dome website (under “Corporate Governance”).

PRINCIPLE 6: THE BOARD RESPECTS THE RIGHTS OF SHAREHOLDERS

Dome follows Recommendations 6.1 and 6.2.

Shareholder Communication

Dome respects the rights of its shareholders and to facilitate the effective exercise of those rights, Dome communicates with its shareholders continually and periodically and encourages shareholder participation at annual general meetings. Periodic ASX announcements include quarterly reports, the half-year report, annual report and annual general meeting presentations. Copies of all announcements and reports are made available on Dome’s website. Applicants are encouraged to provide an email address to receive electronic copies of all announcements and reports. The independent external auditor attends the Annual General Meeting to respond to questions from shareholders on the conduct of the audit and the preparation and content of the audit report.

PRINCIPLE 7: THE BOARD RECOGNISES AND MANAGES RISK

Dome follows Recommendations 7.1, 7.2, 7.3 and 7.4.

The Board has accepted the role of identifying, assessing, monitoring, managing and mitigating wherever possible, any significant risks applicable to Dome and its operations. It has not established a separate committee to deal with these matters as the Directors consider the Board Members as a whole are best able to consider risk management of a mining and exploration company in view of their respective qualifications, knowledge and experience in the industry. The Audit Committee is charged with the responsibility of financial risk management.

Dome is committed to the identification, monitoring and management of material business risks of its activities. The Board has in place a number of policies that aim to manage specific risks that have been identified. Dome’s personnel are responsible for adhering to the


Occupational Health and Safety Policy as part of the risk management process. Further, the Board is aiming to develop an overall policy for the oversight and management of material business risks accommodating its present and future stages of development.

The Board assumes ultimate responsibility for the oversight and management of material business risks and satisfies itself annually, or more frequently as required, that management has developed and implemented a sound system of risk management and internal control to manage Dome’s material business risks. Dome has implemented management reporting on Dome’s key risks. The Board oversees the adequacy and content of risk reporting from management.

The Board receives an assurance from the Executive Director and the Chief Financial Officer that the declaration provided in accordance with Section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY

Dome follows Recommendations 8.1, 8.2, 8.3 and 8.4.

The Board has established a Remuneration and Nomination Committee. The Committee consists of independent directors but has only two members at this time and to that extent Dome does not comply with Recommendation

8.2 but believes that the combined experience of Dr Garry Lowder and Allen Jay in the mining industry adequately mitigates this non-compliance.

Non-Executive Directors’ remuneration is adopted by shareholders at the Annual General Meeting. The salary and emoluments paid to officers are approved by the Board. The Executive Director and the Technical Consultants have entered into Service Agreements for a term not exceeding three years. Consultants are engaged as required pursuant to consultancy agreements. Dome ensures that fees, salaries and emoluments are in line with general standards for publicly listed companies of the size and type of Dome. All salaries of Directors and Statutory Officers are disclosed in the Annual Report of Dome each year.

• The salary component of the Executive Director’s remuneration is made up of fixed remuneration.

• The salary component of Non-Executive Directors is made up of fixed remuneration.

• Dome discloses the name of Directors in the Remuneration Committee and the attendance of each Director at the Remuneration Committee meetings, within its Directors’ Report.

• Dome does not provide any schemes for retirement.

• Dome has made publicly available a summary of the Remuneration Committee Charter on Dome’s website.


SECTION SIX

FINANCIAL INFORMATION

INTRODUCTION

This financial information section summarises Dome’s selected consolidated financial data derived from the audited consolidated financial statements for the years ended 30 June 2012, and 30 June 2013, in addition to a pro forma statement of financial position as at 30 June 2013.

The financial information has been prepared in Australian Dollars and in accordance with Australian Accounting Standards (including Australian Accounting Interpretations), other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

This section contains the following financial information, prepared by the Directors:

• The Consolidated Historical Statement of Comprehensive Income for the years ended 30 June 2012, and 30 June 2013;

• The Consolidated Historical Statement of Cash Flows for the years ended 30 June 2012, and 30 June 2013; and

• The Consolidated Historical and Pro Forma Statement of Financial Position at 30 June 2013, which assumes completion of the transactions set out in Note 1 –“Pro forma Transactions” as at that date, including the Offer under this Replacement Prospectus,

collectively referred to as the “Financial Information”.

The Directors of Dome are responsible for the inclusion of all Financial Information in this Replacement Prospectus. The Historical and Pro Forma Financial Information has been reviewed by Grant Thornton Corporate Finance Pty Limited whose Investigating Accountant’s Report is contained in Section 7.2.

The information set out in this section and Dome’s selected consolidated financial information should be read together with:

• Management’s discussion & analysis set out in this section;

• the Investigating Accountants Report on the Historical and Pro Forma Financial Information set out in Section 7.2;

• investment risks set out in Section 3; and

• the other information contained in this Replacement Prospectus.

In addition, Investors should be aware that past performance is not an indication of future performance.

HISTORICAL FINANCIAL INFORMATION BASIS OF PREPARATION

Dome’s historical consolidated financial information was extracted from the audited financial statements for the years ended 30 June 2012, and 30 June 2013, which were audited by Grant Thornton Audit Pty Ltd and unqualified opinions issued (with an emphasis of matter in relation to going concern included). Refer to Note 7 – Significant Accounting Policies for further information.

MANAGEMENT’S DISCUSSION & ANALYSIS OF THE HISTORICAL FINANCIAL INFORMATION

Overview

Dome is a mineral exploration company that was incorporated on 8 July 2011 to hold, or have the right to acquire, three prospective exploration projects, located in the Fijian Islands.


On 18 November 2011, Dome acquired Dome Mines Ltd, an entity incorporated in Fiji as a wholly owned subsidiary. At the date of acquisition, Dome Mines Ltd had approximately $26,276 of net liabilities, of which $81,477 related to capitalised exploration and development expenditure.

The objective of Dome is the successful exploration and delineation of gold and associated resources on held projects. Dome is targeting, subject to successful exploration, the delineation of new mineral resources, and Dome’s ultimate objective is to exploit economic gold resources through Mobile Metal Ion Geochemistry, an advanced surface exploration technique for finding mineral deposits.

Up until 30 June 2013, Dome has been focussed on the following exploration activities with regard to each project:

• SPL 1451, Kadavu Islands Project: Dome’s results to date support the “Vatukoula type” epithermal gold exploration model;

• SPL 1452, Nadrau Project: Dome’s exploration has identified the Wainivau Prospect as the prime initial target for porphyry style copper gold deposits; and

• SPL 1454, Nasivi Delta Project: exploration by Dome, utilising more appropriate and modern techniques, such as IL geochemistry and sonic drilling, and have upgraded the Nasivi Delta as an exploration target.

HISTORICAL CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

The historical statement of comprehensive income has been extracted from the audited financial statements of Dome, for the financial years ending 30 June 2012 and 30 June 2013.

Audited FY2012 $’000


Employee benefits expense (including directors fees) (148) (162)

Other expenses (598) (953)

Operating loss (746) (1,115)Finance costs (29) (60)

Loss on foreign exchange (23) (17)

Loss before income tax (798) (1,192)

Income tax expense - -

Loss for the period (798) (1,192)

Exchange differences on translating foreign controlled entities 2 24

Total comprehensive loss for the period (796) (1,168)

Revenue

Dome is still in the preproduction and exploratory phase, and accordingly no operating revenue has been generated historically. The only revenue generated over the Historical Period consisted of interest received.

Employee benefits expenses

Employee benefits expenses relate to Board of Directors fees payable to Board members only.

Other expenses

Other expenses are largely comprised of professional services fees in respect to audit,


legal and other service providers and for which the expenditure did not satisfy the recognition criteria, under the exploration for and evaluation of mineral resources accounting standard, and has accordingly been expensed over the Historical Period.

The two material overhead cost centres comprising other expenses (FY2013: $0.95 million, FY2012: $0.6 million) include administration and consultants expenses (FY2013: $0.6 million, FY2012: $0.1 million) and office expenses (FY2013: $0.1 million, FY2012: $29,000).



Cash flows from operating activitiesInterest received - 1

Payments to suppliers and employees (786) (1,087)

Net cash used in operating activities (786) (1,086)

Cash flows from investing activitiesNet cash received on acquisition of a subsidiary 7 -

Cash paid on deposit (12) -

Purchase of property, plant and equipment (8) -

Capitalised exploration costs (262) (405)

Loans to other entities (151) -

Net cash used in investing activities (426) (405)

Cash flows from financing activitiesProceeds from the issue of shares 9 2,556

Proceeds from borrowing 1,232 1,104

Repayment of borrowings - (1,154)

Cash paid on capital costs - (6)

Net cash provided by financing activities 1,241 2,500

Net increase in cash held 29 1,009

Cash and cash equivalents at the beginning of the period - 5

Exchange differences on cash and cash equivalents (24) 2

Cash and cash equivalents at the end of the period 5 1,016

HISTORICAL CONSOLIDATED STATEMENT OF CASH FLOWS

The historical statement of cash flows has been extracted from the audited financial statements of Dome for the financial years ending 30 June 2012 and 30 June 2013.

OPERATING AND FINANCING CASH FLOWS

Historically, cash flows from operating activities have been negative. This is expected given Dome is in the early exploratory phase and no operating revenues have been generated. Consequently, significant expenditure has been incurred on exploration and evaluation activities in FY2012 and FY2013.

In both FY2012 and FY2013, the loan facilities with Charvest and Luxury have been used to fund working capital, as well as exploration and evaluation activities.

In FY2013 Dome raised approximately $2.6 million in cash proceeds for the issue of 12,780,000 ordinary shares at a subscription price of $0.20.


PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2013

The following pro forma consolidated statement of financial position has been prepared to illustrate the effects of the pro forma adjustments, including the Offer which are set out below and in Note 1 - Pro Forma Adjustments as if they had occurred on or before 30 June 2013.

As at 30 June 2013 Notes Audited $’000 (1)

Reviewed Minimum


$’000 (2)

Reviewed Over


$’000 (2)

CURRENT ASSETSCash and cash equivalents 1,2,3,6,7,8,9 1,016 2,377 3,376

Trade and other receivables 7,9 46 65 65

Other assets 7,9 6 - -

TOTAL CURRENT ASSETS 1,068 2,442 3,441

NON CURRENT ASSETSOther assets 45 45 45

Plant and equipment 4 4 4

Exploration and evaluation 823 823 823

TOTAL NON CURRENT ASSETS 872 872 872

TOTAL ASSETS 1,940 3,314 4,313

CURRENT LIABILITIESTrade and other payables 69 69 69

Borrowings 3,4 639 - -

TOTAL CURRENT LIABILITIES 708 69 69

TOTAL LIABILITIES 708 69 69

NET ASSETS 1,232 3,245 4,244

EQUITYContributed equity 1,2,4,5,6,7,8,9 3,196 5,221 6,217

Reserves 5 26 206 206

Accumulated losses 7,9 (1,990) (2,182) (2,179)

TOTAL EQUITY 1,232 3,245 4,244

1) The historical consolidated statement of financial position has been extracted from the audited statement of financial position as at 30 June 2013.2) The pro forma consolidated statement of financial positions as at 30 June 2013 reflect the subsequent events, pro forma adjustments, the application of the funds from the Offer less the costs associated with the Offer (see Note 1 “Pro Forma Adjustments”).

The historical and pro forma consolidated statement of financial position should be read in conjunction with the following notes.


NOTES TO THE PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note 1 – Pro Forma Adjustments

The following transactions and events contemplated in this Replacement Prospectus, referred to as the Pro Forma Adjustments, which are to take place on or before the completion of the Offer are presented as if they together with the Offer had occurred on or before 30 June 2013.

With the exception of the subsequent events and pro forma adjustments noted below, no other material transactions have occurred between 30 June 2013 and the date of this Replacement Prospectus which the Directors consider require disclosure.

Subsequent events:

Pre IPO capital raising

1. The issue of 6,666,665 fully paid ordinary shares, at $0.15 each, amounting to $1 million, in July 2013.

2. The issue of 120,000 fully paid ordinary shares, at $0.20 each, amounting to $24,000, in July 2013.

Loan facility movements

3. An additional draw down from the Charvest loan facility, amounting to $44,000 in the month of July 2013, to fund working capital requirements.

Capitalised loans

4. The conversion of the total principal and interest relating to both the Charvest and Luxury loans on 18 July 2013, including the additional drawdown, into fully paid ordinary shares, at $0.20 each, and amounting to $0.68 million (3,413,850 fully paid ordinary shares). Following the conversion of the total outstanding balance including accrued interest of the Charvest and Luxury Loans in to ordinary shares, the loan agreements have been terminated.

Share based payments

5. The issue of 500,000 options, which vest immediately, to South Global Investments for previous capital raising services, with a fair value of $60,000, and the issue of 1,000,000 options, which vest immediately, to Charvest, for converting the loan from debt to equity, with a fair value of $0.12 million. The options have an exercise price of $0.20, and expire on 30 September 2015.

Pro forma transactions:

The Offer (minimum subscription)

6. The issue of a minimum of 2,500,000 fully paid ordinary shares, at $0.20 each, amounting to $0.5 million.

The offer costs (minimum subscription)

7. Cash expenses associated with the minimum offer (including advisory, legal, accounting and administrative fees as well as printing, advertising and other expenses), are estimated to be $0.2 million (inclusive of GST). An amount of $2,000 has been charged against issued capital, and $0.2 million against accumulated losses. GST in respect of the offer costs has been recorded as a receivable. An amount of $6,000 had been capitalised at 30 June 2013 in relation to the prepaid offer costs.

The Offer (over subscription)

8. Reflects the allowance for an additional 5,000,000 fully paid ordinary shares, at $0.20 each, amounting to $1 million, resulting in a total amount raised of $1.5 million.

The offer costs (over subscription)

9. Cash expenses associated with the offer and over subscriptions (including advisory, legal, accounting and administrative fees as well as printing, advertising and other expenses), are estimated to be $0.2 million (inclusive of GST). An amount of $6,000 has been charged against issued capital, and $0.2 million against accumulated losses. GST in respect


of the offer costs has been recorded as a receivable. An amount of $6,000 had been capitalised at 30 June 2013 in relation to the prepaid offer costs.

Recognition of a deferred tax asset

A deferred tax asset has not been recognised in relation to the capitalised Offer costs due to the uncertainty surrounding the flow of economic benefits that will flow in future periods.

Notes

Minimum subscription pro forma

$’000

Over subscription pro forma

$’000Cash and cash equivalents at 30 June 2013 1,016 1,016Subsequent events:

Proceeds from shares issued at $0.15 each (prior to the IPO) 1 1,000 1,000

Proceeds from shares issued at $0.20 each (prior to the IPO) 2 24 24

Loan drawdown (Charvest) 3 44 44

2,084 2,084


Proceeds from shares issued under the Offer 6,8 500 1,500

Payment of outstanding cash Offer costs 7,9 (207) (208)

Pro forma cash and cash equivalents 2,377 3,376

Notes


$’000


$’000Borrowings at 30 June 2013 639 639Subsequent events:

Loan drawdown (Charvest) 3 44 44Conversion of the total principal and capitalised interest into equity 4 (683) (683)

Pro forma borrowings - -

Note 2 – Cash and Cash Equivalents

The pro forma cash and cash equivalents is set out below:

Note 3 – Borrowings

The pro forma borrowings are set out below:


Notes


$’000


$’000Contributed equity at 30 June 2013 3,196 3,196Subsequent events:

Shares issued at $0.15 each (prior to the IPO) 1 1,000 1,000

Shares issued at $0.20 each (prior to the IPO) 2 24 24Conversion of the total principal and capitalised interest into equity 4 683 683

Capital raising costs (non cash) fair value of options issued 5 (180) (180)

4,723 4,723


Proceeds from shares issued under the Offer 6,8 500 1,500

Capital raising costs paid under the Offer 7,9 (2) (6)

Pro forma contributed equity 5,221 6,217

Note 4 – Contributed equity

TThe pro forma contributed equity is set out below:

Notes


$’000


$’000Number of shares at 30 June 2013 102,256,795 102,256,795Subsequent events:

Shares issued at $0.15 each (prior to the IPO) 1 6,666,665 6,666,665

Shares issued at $0.20 each (prior to the IPO) 2 120,000 120,000Conversion of the total principal and capitalised interest into fully paid ordinary shares 4 3,413,850 3,413,850

112,457,310 112,457,310


Shares issued under the Offer 6,8 2,500,000 7,500,000

Pro forma number of shares 114,957,310 119,957,310

The pro forma contributed equity is set out below:

Notes


$’000


$’000Reserves at 30 June 2013 26 26Subsequent event:

Capital raising costs (non cash) fair value of options issued 5 180 180

Pro forma reserves 206 206

Note 5 – Reserves

The pro forma reserves are set out below:


Note 7 - Summary of Significant Accounting Policies

Basis of Preparation The pro forma consolidated statement of financial position presented in this Financial Information Section represents the ongoing business of Dome.

The financial information set out in this Replacement Prospectus has been prepared in accordance with the recognition and measurement principles (but not all the disclosure requirements) prescribed by Australian Accounting Standards and other pronouncements of the Australian Accounting Standards Board.

Going Concern BasisThe consolidated Statement of Financial Position has been prepared on a going concern basis, which assumes Dome will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

Mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of resource property acquisition cost and exploration expenditure is dependent upon several factors. These include the discovery of economically recoverable reserves, the ability of Dome to obtain the necessary financing to complete the development of these properties,

and future profitable production or proceeds from disposition of mineral properties.

For Dome to continue to operate as a going concern in the long term it must continue to obtain additional financing to maintain operations. Although Dome has been successful in the past at raising funds, there can be no assurance that this will continue in the future. At 30 June 2013, Dome had cash reserves of $1 million and has raised an additional $1.02 million in July 2013.

If the going concern assumption is not appropriate, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used and such adjustments could be material. No such adjustments are reflected at 30 June 2013.

Significant Accounting Policies

Exploration and evaluation expenditureExploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest, and carried forward in the statement of financial position where:

i. rights to tenure of the area of interest are current; and

ii. one of the following conditions is met:

Notes


$’000


$’000Accumulated losses at 30 June 2013 (1,990) (1,990)Pro forma transaction:

Costs of the Offer expensed to the income statement 7,9 (192) (189)

Pro forma accumulated losses (2,182) (2,179)

Note 6 – Accumulated losses

The pro forma accumulated losses are set out below:


• such costs are expected to be recouped through successful development and exploitation of the area of interest or by its sale; or

• exploration and/or evaluation activities in the area of interest have not at balance date yet reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the areas are continuing.

Indirect costs relating to exploration and evaluation in areas of interest are capitalised in the period they are incurred. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. Accumulated expenditure on areas which have been abandoned, or are considered to be of no value, is written off in the period in which such a decision is made.

Accounts payable and borrowingsAccounts payable represent the principal amounts outstanding at balance date plus, where applicable, any accrued interest.

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 (“ATO”). 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 expenses. Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the Statement of Financial Position.

ProvisionsProvisions are recognised when Dome has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

Principles of consolidationThe consolidated financial information incorporates the assets, liabilities and results of entities controlled by Dome at 30 June 2013. A controlled entity is any entity over which Dome has the power to govern the financial and operating policies so as to obtain benefits from its activities.

Where controlled entities have entered or left the group during the year, the financial performance of those entities is included only for the period of the year that they were controlled.

In preparing the consolidated financial information, all intergroup balances and transactions between entities in the consolidated group have been eliminated in full on consolidation.


7.1 INDEPENDENT GEOLOGIST’S REPORT

Dear Sirs

INDEPENDENT GEOLOGICAL REPORT ON THE FIJI EXPLORATION TENEMENTS OF DOME GOLD MINES LTD

This Independent Geologist’s Report has been prepared and updated by John V McCarthy, MAusIMM at the request of the Directors of Dome Gold Mines Ltd (‘Dome’) for inclusion in a Prospectus to be released in August 2013 by Dome for the issue of ordinary shares in Dome and their quotation on the Australasian Securities Exchange. The Prospectus is for an offer of 2,500,000 Shares at an issue price of 20 cents each to raise up to $500,000 with the ability to take up to an additional 5,000,000 Shares amounting to $1,000,000 of oversubscriptions.

The report presents the author’s independent review of reports and other documents describing the geology and mineralisation within three exploration tenements in Fiji held under Special Prospecting Licenses (‘SPLs’). The legal status, term and conditions of each SPL are reported on in the Independent Legal Report, which forms part of Dome’s Prospectus. Of note is that the SPLs will require renewals to be issued by the Fiji authorities and the author can see no reason why a renewal would not be granted to Dome in each case.

The author is an independent Geological Consultant with over 39 years’ experience in the exploration and mining industry and has the relevant experience in the style of the mineralisation and type of deposits being explored by Dome to qualify as a “Competent Person” as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (‘JORC Code’) and as an “Expert” under the definitions provided in the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports, (‘Valmin Code’).

SECTION SEVEN

INDEPENDENT REPORTS

2/35 Musgrave Street Mosman, NSW 2088

[email protected] Tel: 0429 034 055

The Directors Dome Gold Mines Ltd Level 7, 71 Macquarie St. Sydney, NSW 2000

August 22, 2013

John V McCarthyCONSULTING GEOLOGIST

ABN 56 630 160 728


John V. McCarthy, BSc (Major Geology), MAusIMM,Consulting Geologist

This Independent Geological Report has been prepared in accordance with relevant requirements of the listing rules of the Australian Securities Exchange and the regulatory guidelines 55, 111 and 112 issued by the Australasian Securities and Investments Commission (‘ASIC’) in relation to preparation of independent expert reports. Dome has provided written confirmation it will indemnify the author for liability arising from his reliance on the information provided, or for information not provided by Dome.

This Independent Geological Report is not financial product advice, but is intended to provide investors with expert opinion on matters relevant to investment in Dome. Mr McCarthy is not operating under an Australian financial services licence and this Independent Geological Report is an opinion on matters other than financial products and does not include advice on a financial product.

The author has been paid professional fees to review the geological data provided by Dome, which included site visits to the project areas in Fiji during 2012, and to prepare this report, which further updates a previous report dated May 3rd 2012 with exploration results from the period ending July 2013.

The opinions in this Independent Geological Report are based on information supplied by Dome to the author and are provided at the request of Dome. The author has exercised all due care in reviewing the supplied information.

The author is of the opinion that Dome has clearly defined exploration programs and budgets that are reasonable given the objectives of the Company and that past and more recent exploration is of sufficient merit to warrant the proposed exploration programs. Although these programs as described in this report are to take place over a two year period, exploration results obtained during the work may require adjustment to the amounts ultimately expended, the time over which the work may take place, or the emphasis given to various components of each program.

The author has no direct or indirect financial interest in Dome nor in the success or otherwise of the proposed share offer.

Yours faithfully,


Page

TENEMENTS HELD BY DOME 56

Regional and Geological Setting of the Dome Tenements 56

SPL1454 Nasivi Delta Project 57 Regional Geology 58 Exploration History of SPL1454 59 Recent Exploration by Dome on SPL1454 61 Recent Sonic Drilling Program 63 Bulk Sample Pilot Plant Results 69 Exploration Program & Budget Proposed by Dome on SPL1454 73

SPL1451 Kadavu Islands Project 74 Exploration History of Kadavu and Ono Islands 74 Gasele Block – Geology, Mineralisation and Potential 75 Ono Island Block – Geology, Mineralisation and Potential 76 Exploration and Budget Proposed by Dome on SPL1451 79

SPL1452 Nadrau Project 80 Regional Geology 80 Exploration History of SPL1452 81 Recent Exploration by Dome on SPL1452 82 Wainivalau Area 83 Wainivau Prospect 83 Ionic Leach Soil Geochemical Survey Wainivau Prospect 84 Exploration Program and Budget Proposed by Dome on SPL1452 89

Qualifications 90Declaration 90Disclaimer 90References 91Glossary (see Section 11 of Dome’s Prospectus)

PagePlate 1 Photograph of unvegitated intertidal area, SPL1454, Nasivi Delta 63Plate 2 Photograph of magnetite grains on surface of the unvegitated area in Plate 2 63Plate 3 Photograph of magnetite rich sandy bed, SPL1454 Nasivi Delta 64

Plate 4Track mounted Sonic Drill rig that has been leased by Dome for the Nasivi Delta drill program. Note this rig is in Fiji and leased for the Nasivi drilling, but is not the property of the Dome

64

Plate 5 Sonic core sample processing area in operation at Nasivi 64Plate 6 Sonic core recovered from drill hole SVS012 in October 2102 at the Nasivi Delta, SPL1454 65

Plate 7 Sonic core samples being prepared for analysis in October 2102 at the Nasivi Delta, SPL1454 65

Plate 8 Pit being dug to collect bulk sample for pilot plant testwork at the Nasivi Delta 69Plate 9 Photograph of pervasively silicified float, SPL1451, Gasele Block 75Plate 10 Photograph of “sinter rock” float, SPL1451, Ono Island 77

Plate 11 Possible exposure of mineralised northeast trending structure, west coast of Ono Island (Prinas 2013) 79

Plate 12 Pervasively clay altered volcanic exposure eastern Ono Island (Prinas 2013) 79Plate 13 Photograph of stockwork veining, Wainivau Prospect, SPL1452 84

INDEPENDENT GEOLOGICAL REPORT

TABLE OF CONTENTS

LIST OF PLATES


Page

Figure 1 Location map of Fiji and SPL’s (page 2 of Dome’s Prospectus)

Figure 7-2 Location map of SPL1454, Nasivi Delta 57

Figure 7-3 Geology map of the Vatukoula Caldera showing geographical relationship with SPL1454 58

Figure 7-4 Location map of hammer seismic lines and section plots, SPL1454, Nasivi Delta 61

Figure 7-5 Contour plot of gold (ppb) ionic leach soil sample results, SPL1454, Nasivi Delta 62

Figure 7-6 Nasivi Delta showing the location of Sonic drill holes completed during November and December 2012 65

Figure 7-7

Drill sections (from top) 3951400N, 3951800N and 3952200N showing channel developments around a central prominent basement high. The heavy mineral sand deposits (bright yellow and designated “S”) show increase in thickness toward the coast (NE, N and NW)

70

Figure 7-8Drill holes selected for collection of the bulk sample – blue circles were primary selections of which four sites were found suitable (SVS013, 014, 016 & 034) and orange circled holes were alternative locations with one of these used (SVS021)

71

Figure 7-9 Pilot plant flow sheet and mineral concentrate recoveries at each stage of the process 72

Figure 7-10

Photographs of the shaking tables showing the heavy mineral concentrates with the broad green band predominantly pyroxene and the black band, titano-magnetite and ilmenite. The brown band is clean sand that could be sold as reclamation sand. The table indicates the chemical analyses and distribution of the various fractions

72

Figure 7-11 Location and geology map, SPL1451 74

Figure 7-12 Compilation map of geological, geochemical and geophysical features of the Gasele Block, SPL1451 75

Figure 7-13 Compilation map of Ono Island showing the two mapped volcanic caldera relative to areas of hydrothermal alteration and mineralization and aeromagnetic features 76

Figure 7-14 Map of soil sample locations submitted for multi-element ionic leach analysis 78

Figure 7-15 Map of gold values from ionic leach soil samples from northern Ono Island, SPL1451 78

Figure 7-16 Map of copper values from ionic leach soil samples from northern Ono Island, SPL1451 78

Figure 7-17 Map of silver values from ionic leach soil samples from northern Ono Island, SPL1451 78

Figure 7-18 Location and geology map of SPL1452 81

Figure 7-19 Compilation map geochemical and geophysical features of SPL1452 82

Figure 7-20 Contour plot of copper (ppb) ionic leach soil sample results, Wainivau Prospect, SPL1452 85

Figure 7-21 Contour plot of gold (ppb) ionic leach soil sample results, Wainivau Prospect, SPL1452 86

Figure 7-22 Contour plot of silver (ppb) ionic leach soil sample results, Wainivau Prospect, SPL1452 87

Figure 7-23 Contour plot of mercury (ppb) ionic leach soil sample results, Wainivau Prospect, SPL1452 88

LIST OF FIGURES


INDEPENDENT GEOLOGICAL REPORT Tenements Held by Dome

REGIONAL AND GEOLOGICAL SETTING OF THE DOME TENEMENTS

Fiji is a nation of many volcanic islands located northeast of Australia (see Figure 1). The main island of Viti Levu is accessible by daily jet services in approximately 4 hours from Sydney, Australia. Access to the tenements on Viti Levu is by road. SPL1454 is readily accessible via the national highway, Kings Road, and then numerous smaller tracks that cross the area. The eastern and western boundaries of SPL1452 are crossed by all-weather roads and bush tracks thereafter. Access to the Kadavu-Ono SPL1451 is either by air from Nadi to Vunisea or via ferries or charter boats from Suva, the capital of Fiji.

The Fiji islands are located on the collision boundary between the Pacific Plate and the Australian-Indian Plate. Tectonic plates are rigid sections of the earth’s crust. Where they collide, subduction of one plate beneath another can occur and when subducted rocks reach melting temperature, magma forms and intrudes overlying strata and can breach the surface as volcanoes. During their evolution the volcanic-intrusive rocks may concentrate metals such as gold, silver or copper, therefore plate margins are ideal locations for epithermal and porphyry gold-copper deposit formation and are targeted by mineral exploration companies for deposits of these metals.

Numerous gold-copper epithermal and porphyry deposits have been discovered in this

geological environment throughout the Pacific Rim region, which stretches from New Zealand northwards to Fiji, then across to New Guinea, from where it branches north through the Philippines and westerly through the Indonesian Islands.

In Fiji, the largest mineral deposits discovered to date are the epithermal gold-silver deposits at Vatukoula with a past production between 1932 and 2006 reported in public documents to be approximately 7 million ounces of gold1 (the mine is still operating in July 2013).

The largest undeveloped discoveries to date are the Namosi-Wasoi porphyry copper-gold deposits that in the Newcrest December 2012 Resources and Reserves Statement dated February 8, 2013 issued by Newcrest Mining Limited are reported to contain total Reserves of 940 million tonnes @ 0.12g/t Au & 0.37% Cu and Resources of 1.56 billion tonnes averaging 0.11g/t gold & 0.34% Cu2.

Although neither of these deposits is owned by Dome, the Company is exploring areas with potential for similar mineral deposits.

The hot and wet tropical climatic conditions over the Fiji Island group produces rapid weathering and erosion of uplifted land areas and therefore the topography can be rugged and deeply incised. One of the Dome tenements, SPL1454 is located in the catchment of the Nasivi River, whose main course and

Location SPL No. Island Area (ha) Dome Interest

Nasivi Delta 1454 Viti Levu 4,125 100%

Gasele-Ono 1451 Kadavu 4,213 100%

Wainivalau 1452 Viti Levu 42,000 100%

Figure 1 on page 2 of Dome’s Prospectus shows the location of the SPL areas within Fiji and relative to east coast Australia.

1Vatukoula Gold Mines Plc Annual Report 2012 pgs 31-33 from a resource statement by AMC Consultants Pty Ltd dated 31 August 20122JORC Code reference from Newcrest December 2012 Resources and Reserves Statement dated February 8, 2013


tributaries are eroding the area of Vatukoula Caldera complex and have been for several million years. The Caldera source of these sediments is important as it is the location of the Vatukoula epithermal gold-silver deposits. Dome postulates that gold and other heavy minerals eroded from this volcanic-intrusive terrain could have accumulated in the sediments of the river and its delta deposits.

This potential was confirmed by the author during a site inspection in February 2012 when the magnetite content of the delta deposits was observed. Dome has used the innovative technology, Sonic drilling to obtain in-situ samples from the sedimentary profile. They were analyzed for their gold as well as magnetite and other heavy mineral content. A bulk sample of 150 kg has also been submitted to pilot plant testing. Results of these programs are reported later in this report.

Results of a feasibility study has been publically released on the magnetite sand deposit at the Mba River Delta (approximately 50 km west of the Nasivi Delta) by Amex Resources Limited that has similarities to the Nasivi Delta. Amex have announced they are establishing a low

cost dredge mining operation and how robust such a magnetite iron sand project can be.

Two of the other Dome tenements (SPL1451 and SPL1452) cover areas that are associated with strong structural features, including volcanic calderas and their associated ring fractures and intersecting lineaments. These are geological environments that could be locations of epithermal gold-silver and/or porphyry copper-gold deposits. Several prospective targets have been identified with surface evidence of hydrothermal alteration or anomalous gold, silver and/or copper from geochemical assay results of soil samples or rock chips. These locations will undergo follow up exploration over the next two years.

SPL1454 – NASIVI DELTA PROJECT

The Tenement covers 4,125 ha of the on-shore and off-shore Nasivi Delta, which is located approximately 8 km downstream from the Emperor (Vatukoula) Gold Mine (see Figures 7-2 and 7-3). The Vatukoula Gold Mine is a world class epithermal gold-silver deposit that has produced “in excess of seven Moz of gold” since

Figure 7-2 - Location map of SPL1454


mining commenced in 1936. The Vatukoula Gold Plc Annual Report 2012 reports resources at Emperor to be 4.2 Moz with a further 700,000 ozs Au classified as reserves as at 31 August 20123.

The Nasivi River and its tributaries have by erosion over a long period of time removed large quantities of material from the area of the Emperor Gold Mine and the Tavua Caldera. It is postulated by Dome that a gold placer – magnetite iron sand deposit could have formed in the Nasivi Delta sediments with heavy mineral accumulation as a result of the action of currents and waves.

An initial exploration drilling program using a sonic drill rig was undertaken in November-December 2012 when 36 holes were completed to sample the delta and river channel sedimentary deposits and determine their gold, magnetite and associated heavy mineral content and to provide material for testwork to determine the optimum mining and processing methods to use to recover these detrital minerals.

Following on from this work, a bulk sample (150 kg) was collected from drill sites on Nasivi in February 2013. The sample was shipped to Australia and processed through a pilot plant to recover magnetite and heavy minerals. Results of this and the sonic drill program are reported later in this report.

Regional Geology

Detailed geological descriptions of the SPL1454 area are presented in reports by Blatchford (1953), Cohen (1962), lbbotson (1967) and more recently by Setterfield et al (1991). The Tavua Caldera, the main geological feature of the area is the location of the Emperor Gold Mine. The caldera formed at the center of a shoshonitic volcano that developed in a submarine to sub-aerial environment.

Gold was discovered in the Vatukoula area in 1872, but it was not until 1932 when W (“Bill”) Bothwick4 panned gold “colours” from

sediments of the Nasivi River near the village of Tavua and traced them upstream to discovery outcrops in a tributary, Lololevu Creek. In 1936 gold mining commenced at what was then known as the Tavua goldfield.

Epithermal gold deposits at the Emperor Gold Mine are vein-type and largely structurally controlled. Gold (and silver) occur in quartz-gold-telluride veins within three structural environments referred to as flatmakes; steep shears; and, shatter zones. Mineralisation varies in width from millimeters to tens of centimeters. The major gangue minerals are quartz and carbonate, and ore minerals include, gold-silver telluride, native tellurium, native gold, and gold-bearing pyrite, with rare occurrences of native silver.

The Nasivi River cuts through the Emperor Gold mine area and other outcropping mineralisation of the Tavua goldfield so it is reasonable to

3Vatukoula Gold Mines Plc Annual Report 2012 pgs 31-33 from a resource statement by AMC Consultants Pty Ltd dated 31 August 2012. 4Metallic Mineral Deposits of Fiji, Memoir 4, H. Colley and D.J. Flint 1995

Figure 7-3 - Geology of the Nasivi Delta and Tavua Caldera area showing location of SPL1454 relative to important drainages and the Tavua goldfield.


assume that both detrital gold and gold-bearing rock fragments are washed down the river and into the delta and adjacent near shore areas. The delta is predominantly composed of unconsolidated silty, sandy and gravelly sediments.

EXPLORATION HISTORY OF SPL1454

Exploration for detrital minerals commenced in the Nasivi Delta area in 1967. Prior to Dome acquiring the tenement, four companies undertook investigations (particularly for gold and magnetite) in areas proximal to and within the Nasivi River delta.

The companies involved were Crawford Marine Specialists Inc. (1967-1969), Magnanex Ltd., (1973), Anglo Pacific (for the periods 1976 and 1981) and Preussag Fiji Ltd. (1978-1979). Exploration by the four companies involved various sampling and processing methods both onshore and offshore. This included the excavation of shallow pits, beach cores, channel and bulk sampling and mechanical, sludge and churn drilling. Crawford Marine Specialists Inc. carried out one offshore geophysical survey.

Crawford was first to commence exploration for detrital minerals in 1967, and this work continued through to 1969. They undertook geological and geophysical investigations, both onshore and offshore. They reported that 75% of all pit samples collected returned gold values with an average of 0.316g/t Au and a high of 14.04g/t Au. Furthermore, churn drill hole samples to depths of 50m yielded gold values ranging from 0.03g/t Au to 3.73g/t Au. An offshore seismic survey delineated a large buried V shaped basin (MRD Exploration Report 1025-2). No reference was made to magnetite (Fe3O4) by Crawford.

In 1973, Manganex Ltd acquired the property. Their primary exploration program objective was to assess the potential of magnetite by bulk sampling and drilling sludge holes, with gold being of secondary interest. Two bulk samples, weighing 13t and 15t were collected, gravity concentrated and the concentrates sent to Australia for analysis. The samples contained

between 0.015g/yd3 and 0.4g/yd3 of gold, respectively. In addition, 36 grab samples were analyzed and these returned an average of 0.4g/yd3 gold (MRD Exploration Report 1073).

In 1976, Anglo Pacific drilled four holes on the delta to a maximum depth of 21m using a Jacro rig (small man portable drill). None of the holes reached bedrock. The drill cores were sampled at one-meter intervals and only one sample returned an anomalous gold value of 0.2g/t Au (MRD Exploration Report 1103-1).

During 1978-79, Preussag Fiji Ltd undertook a program of near surface channel sampling with the objective to substantiate the analytical results obtained by Crawford Marine Specialists Inc. Their exploration program consisted of channel sampling using an excavator at exposures in creek banks above the water table and near locations previously sampled by Crawford.

A total of 40 bulk samples were collected at 38 sites as well as 13 smaller channel samples from selected soil horizons from several of the same sites. Bulk samples were washed of the fine fraction and screened of +14mm material and then were hand panned with the heavy and light fractions retained for further laboratory processing and analysis. Eleven of the hand panned concentrates were further concentrated in the lab and the “heavy” concentrate produced gold values between 0.06g/t Au and 2.7g/t Au. Unprocessed samples returned gold values between 0.05g/t Au and 0.5g/t Au.

The 13 channel samples were split into +14mm and -14mm sizes and assayed with gold values ranging from 0.01ppm Au to 0.09ppm Au. Based on the results Preussag concluded that the gold particles in the samples were too fine to be recovered by gravity methods. (MRD Exploration Reports 1153-1 and 1153-2).

Anglo Pacific returned to the area in 1981 to drill five holes for a total of 87m using a Conrad PP150 Banka mechanical drill rig. Again, the holes did not reach the base of the alluvial deposits. They concluded that although gold was present in the delta, it was below economic levels (MRD Exploration Report 1195-1).


Following the Anglo Pacific work, no further investigations of the Nasivi Delta until a South Pacific Applied Geoscience Commission (“SOPAC) in 1995 commenced an evaluation of all possible gold placer deposits in the Fiji Island group selected the Nasivi Delta for follow-up testwork.

In November-December 1995 a field survey was carried out primarily to assess the potential of detrital gold deposits offshore adjacent to the Nasivi River delta. Interpretation of 150 line-kilometers of seismic data indicated some 200 sections of paleochannels and associated fluvial features within the delta.

Fifteen sites were selected as targets for drilling, which was carried out in the foreset beds and the edges of the paleochannels. Drilling was not undertaken in the center of the channels as depths exceeded the capacity of the equipment.

Twenty-six holes were drilled at the 15 sites using a vibro jet-airlift system with a maximum penetration depth of 12m. Sediment samples were collected at 1m intervals and were hand panned, analyzed for gold by fire assay and microscopically examined.

Three principal lithologies were discernible from drill samples.

• At surface a very fine grained greenish-grey, carbonate-rich silty-mud.

• Pale green, homogeneous, firm, consolidated clay, encountered in most of the holes that were drilled, usually occurring at depths of 4m below sea level (mbsl) in holes drilled outside of the paleochannels.

• Dark green olivine-rich sands associated with basaltic and a variety of altered rock fragments and minerals (for example, jasper, milky quartz, magnetite). The sands vary in grain size between holes from medium through to coarse and granular-sized. This was interpreted to represent sediment from the paleochannels and associated fluvial features that were selected as targets for drilling.

Results of gold analysis of 184 samples were disappointing in that few samples returned any anomalous gold values. The highest gold reading was 0.032ppm Au in sample 6C obtained from a depth of 8 to 9m. Four samples revealed fine gold specks in panned concentrates, but did not reflect high gold readings.

Despite the poor gold results SOPAC geoscientists considered it very probable that the paleochannels will contain gold and recommended that they be tested further if the capability to drill cheaply offshore, to a depth of up to 200m became available.

In 1998, the onshore portion of the delta was tested by SOPAC. An EM survey in mapping resistivity depth profiles showed areas of low conductivity (sand/gravel) considered to be prospective locations for gold accumulation. Eight holes were drilled to a maximum depth of 51m by rotary drilling methods using the MRD’s Tone Top 250 drill rig and samples were collected at 1m intervals.

Gold grains were found in three panned concentrates from two drill holes. (TV99/5, 35-36m and TV99/8, 3-4m and 13-14m). Panning on site at drill hole TV99/4 also returned a gold grain each in the 16-17m and 17-18m intervals in coarse sand.

Sample recovery from the drilling was very poor, but it did confirm the existence of gravel beds in the area containing gold grains. However, the use of drilling mud and inappropriate drilling techniques caused the loss of sample and may have resulted in poor recovery of gold.

A follow up five-hole diamond drilling program was undertaken in 2000. Hole depths ranged from 27 to 42.4m with samples collected inside a split tube. Again recovery was poor in sandy sections with only the sludge collected so it is doubtful the samples were representative of in-situ heavy mineral content.

Since the panned concentrates from samples collected from the previous drilling (hole TV99/4) contained gold flakes, the first diamond hole (J1) was located on the same site. The hole


was terminated at 40.5m when plastic clay was encountered. Panning on-site of drill sludge revealed gold flakes in only one of the drill holes (J4).

The SOPAC final report dated August 2001 concluded the results were “encouraging” since gravels had been confirmed to be present and there was detrital gold but, the drilling methods attempted were not capable of providing reliable samples of the alluvium.

Recent Exploration by Dome on SPL1454

Dome exploration of the Nasivi Delta has concentrated on on-shore areas, extending seawards from the interior margin of the delta to the edge of the mangrove vegetated areas. Initially, following an historical data review, an interpretation of aerial magnetometer survey data assisted by aerial photographs was carried out to determine whether or not subtle magnetic features could be interpreted as heavy mineral concentrations. It was concluded

that underlying basement masked the surface magnetic response.

A comprehensive review of available historical data (magnetic, digital elevation, and satellite images) confirmed that the Nasivi River has been eroding the Vatukoula volcanic-intrusive system for a considerable time and depositing sediment on both sides of the delta north of Tavua. It was possible to recognize the older as well as more recent river courses where heavy mineral deposits accumulated.

On behalf of Dome, geological consultants undertook a brief field reconnaissance of the Nasivi Delta to assess its prospectivity for gold, iron (as magnetite) and other heavy mineral accumulations indicated by previous investigations. Anomalous geochemical results were obtained from sampling in the tenement, especially with respect to iron and gold. A single sample taken from overbank material in a bank of the Tavua River that consisted of fine grained

Figure 7-4 - Summary of hammer seismic results, Nasivi River Delta. Both the “red” and “green” layers are indicative of sedimentary deposits prospective for gold, magnetite and other heavy minerals.


sand and silt intercalated with fine bands richer in magnetite assayed 7.35% iron (Fe) (equivalent to approximately 10% magnetite - Fe3O4) and 0.042g/t Au.

The review of past drilling programs at Nasivi indicated that none of the methods used produced samples of sufficient quality to be suitable for determination of either the gold or magnetite content of the sand and gravel deposits of the delta. Dome therefore decided as a first stage of exploration to complete an onshore seismic survey of the delta (see Figure 7-4).

In 2010, 10 line kilometers of hammer seismic was conducted on the delta with 3 EW lines and 2 NS lines. The survey showed that the delta sediments varied from 10 to over 35m in thickness with a likelihood of much greater thicknesses on the western and north western sides of the delta where the main channel of the Nasivi River still outlets to the sea. It was determined by a seismic expert that the data set is faulty and therefore the full thickness of the unconsolidated sediments above bedrock has

not been established by the survey. The results therefore should be considered indicative only.

As a second stage of exploration, Dome geologists decided to investigate the surface distribution of gold by geochemical methods to determine if there were indications that gold was indeed widely deposited within the delta sediments and if so whether targets for drill testing could be outlined.

During 2011 a 100 x 100m soil sampling campaign was conducted over the dry-land parts of the delta north of the Kings Road, which passes through the village of Tavua. Samples were collected at a depth of approximately 10-20cm below surface and submitted to ALS Laboratories for ionic leach analysis for gold and silver. Ionic leach detects mobile metal ions that are often at highest concentrations immediately above the source of the mineralisation. The plotted results are shown on Figure 7-5.

The gold value plot on Figure 7-5 shows that gold is present in elevated concentrations up to 80ppb in and adjacent to the active

Figure 7-5 - Nasivi Delta ionic leach gold contours in ppb showing broad distribution of gold in flood plains of the Nasivi River and tributaries.


drainages toward the east and west, with an older drainage toward the north still showing gold values through areas of cultivation and soil cover.

The ionic leach results are interpreted to confirm that gold is widely distributed with the deltaic sediments.

During a site visit by the author, it was noted that large areas of unvegitated sandy soil are situated between the areas under agricultural or cattle grazing and the mangrove covered tidal zone. Inspection showed that surface, which is subject to irregular tidal flooding is composed of sandy sediment with high concentrations of magnetite (see Plates 1 & 2). At another location on a tributary of the Nasivi River, an exposure created by recent erosion was observed with high concentrations of magnetite (see Plate 3). It is considered essential therefore that the magnetite content of the delta deposits is determined during sampling programs.

The elevated concentrations of magnetite within the delta sediments is an important additional potential and could provide a commercially exploitable iron sand deposit, whether or not an alluvial gold deposit is confirmed. Such a deposit offers the potential for very rapid mine development at modest capital cost.

Recent Sonic Drilling Program

The Nasivi River delta sediments of SPL1454 are being explored by Dome for detrital gold, magnetite and other heavy minerals of potential commercial interest. Although gold has been the primary exploration target previously, given that the source of the delta sediments is the nearby Tavua Caldera (location of the large epithermal gold-silver deposits currently being exploited by Vatukoula Gold Mines Plc), past explorers also have noted the presence of substantial quantities of magnetite and olivine in the delta sediments.

During geological inspection of the area by the author it was confirmed that elevated concentrations of magnetite are present in sandy deposits exposed in the intertidal area and in creek washout exposures in the delta.

Plate 1 - Unvegitated intertidal area between soil-silt covered land and mangroves with sandy soil surface containing high concentrations of magnetite (McCarthy 2012)

Plate 2 - High concentrations of magnetite (black grains) on sandy surface of unvegitated intertidal area (McCarthy 2012)


Visible estimates of the concentrations of magnetite are similar to what can be observed at other magnetite sand deposits on the Island of Viti Levu.

A review of previous exploration efforts and particularly methods of drilling employed to test the sediments shows that very poor sample recovery was often cited as a reason for uncertainty about the validity of test results.

In November 2012, Dome obtained use of a modern and innovative drilling method known as “Sonic drilling” to explore the sedimentary deposits of the delta (see Plates 4 & 5).

Sonic drilling has only been available for commercial use in recent years. Among its advantages over conventional drilling methods such as diamond drilling, reverse circulation or standard percussion and Banka drilling is that the sonic drill recovers the sedimentary units in tubular samples as if “in situ”. No drill fluids are injected into the hole during drilling that could wash away important parts of the sample or otherwise contaminate the sample.

Plate 3 Exposure of magnetite-rich sandy bed (from waterline to plant roots-debris) beneath organic soli-silt surface deposits in a small creek tributary west side of the Nasivi Delta (McCarthy 2012)

Plate 4 - Track mounted Sonic Drill rig that has been leased by Dome for the Nasivi Delta drill program. Note this rig is in Fiji and leased for the Nasivi drilling, but is not the property of the Dome.

Plate 5 - Sonic core sample processing area in operation at Nasivi


As shown on Figure 7-6, the initial exploration program on SPL1454 involved drilling a grid pattern of sonic holes on the dry inland parts of the delta. A total of 36 holes were completed along N-S section lines 400m apart with holes at either 200m or 400m intervals along these lines. Every fifth hole was “twinned” by a second hole within 5m from the first for direct comparison purposes.

As Plate 6 shows, the sonic method recovers samples of the sedimentary unit(s) virtually intact and therefore very accurate logging and sample analysis of the core results. Another significant advantage of the sonic method is that holes are drilled much more rapidly than is the case with conventional drilling methods.

Sonic core samples were placed in core boxes, photographed, logged and then split for half core analysis (see Plates 6 and 7). Generally, 1m core lengths are placed in bags, weighed and then sent to the ALS Laboratory in Suva, Fiji for preliminary processing. Samples are screened to minus 1mm and splits of approximately 500g each are then sent to Robbins Metallurgical Pty Limited (Robbins) near Brisbane for recovery of heavy minerals by heavy media. Following the initial analysis, composites of the heavy mineral samples are then processed for their magnetic (magnetite, ilmenite) and non-magnetic (olivine) mineral content.

Figure 7-6 - Nasivi Delta showing the location of Sonic drill holes completed during November and December 2012.

Plate 6 - Sonic core recovered from drill hole SVS012 in November 2102 at the Nasivi Delta, SPL1452

Plate 7 - Sonic core samples being prepared for analysis in November 2102 at the Nasivi Delta, SPL1452


NASIVI (SPL1454) SONIC DRILL HOLE DETAILS

Hole Number

Easting Northing Elevation (RL)

Inclination Method Hole Diameter

EOH Depth

SVS001 1906406.88 3951386.68 3.78 Vertical Sonic 76mm 28.5mSVS002 1906792.55 3951422.69 2.86 Vertical Sonic 76mm 17.25mSVS003 1907579.82 3951766.16 0.58 Vertical Sonic 59mm 29.25mSVS004 1906383.88 3952212.84 2.24 Vertical Sonic 59mm 9.75mSVS005 1906383.47 3952210.90 2.28 Vertical Sonic 59mm 6.75mSVS006 1905579.39 3951808.33 1.97 Vertical Sonic 59mm 20.25mSVS007 1905201.89 3951825.47 1.60 Vertical Sonic 59mm 7.5mSVS008 1907170.04 3951364.16 2.11 Vertical Sonic 59mm 26.25mSVS009 1907173.55 3951355.41 2.03 Vertical Sonic 59mm 18.75mSVS010 1907603.68 3951385.23 8.00 Vertical Sonic 59mm 22.5mSVS011 1907878.85 3951426.66 0.90 Vertical Sonic 76mm 12.75m

59mm 25.7mSVS012 1906368.14 3951804.99 3.19 Vertical Sonic 76mm 11.25m




59mm 17.25mSVS016 1906787.30 3952233.28 2.18 Vertical Sonic 76mm 6mSVS017 1906396.64 3952611.32 0.87 Vertical Sonic 76mm 7.5mSVS018 1906212.90 3952867.57 0.42 Vertical Sonic 76mm 7.6mSVS019 1906398.34 3952608.27 0.87 Vertical Sonic 76mm 8.65m

59mm 21,85mSVS020 1906778.35 3951786.58 2.27 Vertical Sonic 76mm 12.75m


59mm 23.4mSVS022 1905994.26 3951410.24 3.19 Vertical Sonic 76mm 12.75mSVS023 1905552.44 3951421.38 2.69 Vertical Sonic 76mm 12.75m


59mm 15.35mSVS025 1906001.24 3951419.10 2.95 Vertical Sonic 76mm 12.75mSVS026 1905202.08 3951424.40 2.46 Vertical Sonic 76mm 2.6mSVS027 1905198.63 3951427.36 2.18 Vertical Sonic 76mm 9.25mSVS028 1906037.07 3952202.02 1.30 Vertical Sonic 76mm 8.9mSVS029 1905381.52 3951815.88 2.22 Vertical Sonic 76mm 7.5mSVS030 1905376.87 3951815.24 2.20 Vertical Sonic 76mm 6.85mSVS031 1905578.39 3952199.56 1.41 Vertical Sonic 76mm 12.75m



59mm 15.45mSVS034 1906728.48 3952615.76 0.49 Vertical Sonic 76mm 7.85mSVS035 1905190.35 3952210.35 1.83 Vertical Sonic 76mm 12.75m



As of the date of this report the heavy mineral results have been reported for the sand zones sampled by the Sonic drill from all 36 holes as presented in the summary tabulation below. The first stage sonic core sample analysis produced a heavy mineral range from 14.4% to 42.0% and sand bed thickness from 2 to 15m.

The weighted average thickness of sand for all holes is 8m and heavy mineral weighted average is 29.4% (see tabulation of Nasivi SPL1454 Sonic Drilling Analytical Results). The average -45 micron size fraction of the sonic core samples is 30.9%.

NASIVI SPL1454 SONIC DRILLING ANASLYTICAL RESULTS

Hole # Thickness (m)

(sand beds)

%HM Avg. Thickness (All Holes)

Wt Avg %HM

(All holes)

% Clay

SVS001 7 28.7 23.64 21.6 11 26.1 34.4

SVS002 9 30.7 9 30.7 23.2SVS003 5 36.3 32.8

9.25 34.5 14.25 35.1 27.4SVS004 3 34.5 3 34.5 32.7SVS005 3 39.3 3 39.3 24.5SVS006 6 35.9 6 35.9 31.8SVS007 2 18.1 2 18.1 40.9SVS008 9 29.9 24.7

9 26.1 18 28.0 35.0SVS009 12 35.7 12 35.7 20.9

SVS009R 12 35.5 12 35.5 20.5SVS010 5 32.2 33.0

2 20.7 7 28.9 43.5SVS011 5 34.7 24.8

1 31.6 6 34.2 21.8SVS012 7 27.9 7 27.9 24.6SVS013 6 35.0 24.2

3 29.1 9 33.0 33.4SVS014 5 39.1 17.2

1 28.2 6 37.3 28.2SVS015 6 34.1 6 34.1 26.5SVS016 4 31.5 4 31.5 23.6SVS017 6.75 15.7 6.75 15.7 20.8SVS018 2 20.2 53.7

1.6 27.9 3.6 23.6 10.5SVS019 2 30.7 22.4

4 19.8 18.02 14.4 26.4

3.15 27.5 11.15 23.0 17.0SVS019R 2 39.3 21.0

4 19.7 20.33 20.2 25.9

2.15 30.1 11.15 25.4 17.7SVS020 7 30.0 23.3

2 15.0 9 26.7 33.3SVS021 9 30.4 29.9

5 28.8 14 29.8 31.2SVS022 7 39.2 7 39.2 19.2SVS023 4 22.8 4 22.8 36.2SVS024 No sandSVS025 7 33.8 23.1

7 34.5 14 34.2 23.8SVS026 No sandSVS027 Clay 9.25mSVS028 5 30.8 5 30.8 28.7SVS029 5 24.6 3 24.6 36.8SVS030 2 31.6 2 31.6 25.9SVS031 2 26.4 43.6

4 33.3 30.05 22.2 11 27.0 18.1

SVS032 5 22.8 37.25 25.6 10 24.2 35.7

SVS033 2 23.0 39.511.35 23.3 13.35 23.3 18.3

SVS034 5 27.8 5 27.8 27.8SVS035 5 34.3 22.1

14.6 35.0 19.6 34.8 21.4SVS036 5 20.0 5 20.0 41.8

Averages 8 29.4% 30.9%

The heavy mineral concentrate recovered from processing the of the sonic drill core samples was analyzed to produce three magnetic fractions (@ 300, 500 & 1000 gauss) and a non-magnetic remainder using a low intensity magnetic separator (LIMS). At the lowest gauss setting the magnetic material collected is essentially titano-magnetite while at higher gauss settings other paramagnetic minerals are recovered. The tabulation of the results for the sand beds sampled during drilling are presented below.


NASIVI (SPL1454) MAGNETIC & NON-MAGNETIC HEAVY MINERAL SUMMARYSand Total Gauss Equivalent

Hole No. From (m)

To (m)

Width (m)

Sand (m)

300 % Fe3O4

1000 %Mag Total

% N/M in Feed

SVS001 0 7 7 1.55 3.62 28.725 29 4 11 1.09 3.23 21.6

SVS002 0 9 9 9 1.13 3.71 30.7SVS003 0 5 5 1.12 4.97 36.3

20 29.25 9.25 14.25 2.09 7.17 27.4SVS004 1 4 3 3 1.36 4.69 49.5SVS005 1 4 3 3 1.00 4.63 56.2SVS006 0 6 6 6 1.14 5.74 31.8SVS007 0 3 2 11.4

5 7 0 2 0.93 2.32 22.5SVS008 1 10 9 1.87 6.33 32.1

10 1316 26 9 18 1.31 4.05 26.1

SVS009 1 13 12 1.81 5.35 35.713 19 12 12.4

SVS009R 13 8R 7 1.03 5.35 24.19R 19R 5 12 1.02 4.33 21.7

SVS010 0 7 5 0.84 4.28 38.014 23 2 7 1.13 2.57 0.7

SVS011 0 5 5 0.86 3.62 34.714 25 1 6 0.25 0.91 5.8

SVS012 1 8 7 7 0.88 2.83 27.9SVS013 1 6 6 35.0

12 15 3 9 1.41 6.79 29.1SVS014 0 5 5 39.1

12 13 1 6 1.30 3.77 17.5SVS015 0 6 6 6 1.11 3.85 34.4SVS016 0 4 4 4 1.23 5.15 31.5SVS017 1 7.75 6.75 4.75 1.26 2.41 13.0SVS018 0 7.6 3.6 3.6 1.15 2.43 12.4SVS019 1 11 7 1.28 3.39 15.1

11 21.15 3.15 10.15 0.73 1.91 11.2SVS019R 1 8 6 2.17 4.84 20.5

8 13 3 0.82 2.32 13.217 21.15 3.15 13.15 2.00 5.17 23.0

SVS020 1 8 7 22.115 17.75 1.67 3.57 23.0

SVS021 0 9 9 0.89 2.96 30.416 23.4 6.4 15.4 0.79 3.29 22.3

SVS022 1 8 7 7 1.59 4.09 39.2SVS023 0 4 4 4 1.58 4.31 22.8SVS024 No sandSVS025 1 8 7 7 1.30 3.94 33.8

SVS025R 1 8 7 7 4.01 6.81 34.5SVS026 No sandSVS027 0 9.25 clay 2.1SVS028 0 7 5 5 0.75 2.13 23.2SVS029 0 5 5 5 0.95 2.94 24.6SVS030 3 5 2 2 0.93 2.54 31.6SVS031 0 2 2 26.4

5 10 4 0.64 3.35 27.115 20 5 11 2.58 6.25 22.1

SVS032 0 5 5 0.92 4.48 22.815 20 5 10 1.13 3.23 25.6

SVS033 0 2 2 1.66 4.28 23.05 15.35 11.35 12.35 1.22 3.50 23.3

SVS034 0 5 5 5 1.12 3.59 27.8SVS035 0 5 4 1.29 4.21 34.3

11 22 10 1.42 4.3022 26.6 4.6 18.6 2.88 7.52 35.0

SVS036 0 5 5 5 1.67 4.48 20.0 Averages 8.0 1.33 4.07 25.7

Weighted Average

27.6


Two-meter composite samples from the drill holes were also subjected to a gold analysis by bulk cyanide leach. The composites samples showed very low leachable gold with only four samples above 0.1g/t Au with the highest value of 0.14g/t Au from 1 to 3 m depth in hole SVS022. As coarse gravel beds were not sampled during this initial sonic drill program the gold potential of the area has not yet been adequately tested.

The geological sections (see Figure 7-7) show that the central inland part of the delta is occupied by a prominent basement high. The heavy mineral sand deposits can be seen to getting thicker toward the NE, N and NW toward the sea coast and future drill programs will target iron sand deposits where ocean wave and current action have caused greater break down and concentration of magnetite and other heavy minerals.

During sonic drilling it was discovered that an old erosion surface is present at 6m to 10m below the present surface that was difficult to penetrate. In drill hole SVS-035, where this surface was penetrated thick (13m to 14m) heavy mineral bearing sands were sampled. The Sonic drill has been modified with a rotary head so this hard unit can be penetrated in future holes to ensure these deeper sand deposits and coarse gravel is more effectively sampled.

Bulk Sample Pilot Plant Results

Earlier in 2013, a 150kg bulk sample of the Nasivi heavy mineral iron sand deposit was collected from pits dug at the Nasivi Delta (see Plate 8). The sample was submitted to the firm Robbins Metallurgical at Seventeen Mile Rocks, Queensland for pilot plant processing studies. Samples were collected from shallow pits dug at five drill hole locations.

The pilot plant was set up to duplicate at scalable size, process stages that could be used to recover the heavy minerals and magnetite from the sands. The pilot plant processes involved a wash-deslime step followed by two gravity separation stages on ¼ size Wilfey wet shaking tables operating at conditions

Plate 8 - Pit being dug to collect bulk sample for pilot plant testwork at the Nasivi Delta

to simulate a full scale plant followed by low intensity magnetic separation (LIMS) and recovery of titano-magnetite and ilmenite.

The program was designed to determine if standard gravity and magnetic separation processes are capable of producing commercial products from a sample of the Nasivi deposit. The work was also intended to show if the concentrations of magnetite, ilmenite, and other heavy minerals obtained from processing of sonic drill core samples were similar to results from the pilot plant processes thus validating analytical methods applied to the sonic half-core samples.

A principal objective of the program was to determine if single stage processing would recover a magnetite concentrate of typical commercial specifications and identify any other non-magnetic heavy minerals that may be saleable using larger concentrate sample from the pilot plant.

Pilot processing showed single stage treatment produced a “titano-magnetite” concentrate of assaying 54.9% Fe and 4.7% TiO2 and that significant amounts of pyroxene, possibly olivine are present in the non-magnetic heavy mineral concentrate.

Further testwork is proposed on the magnetite concentrate to determine if additional processing stages could upgrade the concentrate to a higher Fe content (55-57% is normal commercial grade). Detailed mineralogical studies were also recommended


Figure 7-7 - Drill sections (from top) 3951400N, 3951800N and 3952200N showing channel development around a central prominent basement high. The heavy mineral sand deposits (bright yellow designated “S”) show increase in thickness toward the NE, N and NW.


Figure 7-8 - Drill holes selected for collection of the bulk sample – blue circles were primary selections of which four sites were found suitable (SVS013, 014, 016 & 034) and orange circled holes were alternative locations with one of these used (SVS021).

SPL1454 BULK SAMPLE LOCATIONS NASIVI AREA

HOLE # FMG_E FMG_N DEPTH (m) QUANTITY (Kg) COMMENT

SVS013 1907614 3952194 1.7 5 x 5KG water at 1.3m

SVS014 1907239 3952199 1.6 5 x 5KG water at 1.2m

SVS016 1906805 3952225 1.7 5 x 5KG water at 1.2m

SVS034 1906744 3952608 1.9 5 x 5KG water at 0.8m

SVS021 1905045 3952426 1.8 5 x 5KG water at 1.7m

TOTAL 125KG

to estimate the pyroxene content of the non-magnetic concentrate as refractory sand could be an additional commercial product. Refractory sands are used in the metal casting industries.

In addition to the heavy mineral potential substantial tonnages of “clean” sand are generated during pilot plant processing and this material may be marketable as reclamation sand both in Fiji and elsewhere.

Samples of the magnetic and non-magnetic heavy mineral concentrates were subjected to preliminary mineral typing using QEMSCAN analysis. QEMSCAN cannot readily differentiate

between specific mineral groups (such as silicates or polymorphs) so quantitative mineral identification requires more detailed mineralogical examination. In this regard it is notable that the non-magnetic concentrates are dominated (86.3% of total) by pyroxene (diopside) and therefore this concentrate was subjected quantitative x-ray diffraction analysis for mineral identification. This work showed that 97% of the non-magnetic concentrate is “pyroxene group” with the composition XY(Si, Al)2O6 where “X” represents Ca, Na, Fe+2, Mg, Zn, Li and “Y” represents Cr, Al, Fe+3, Mg, Sc, Ti, V, Fe+2. Market studies will need to be undertaken to determine if the green pyroxene is suitable for industrial use in the metal casting industry.


Figure 7-9 - Pilot plant flow sheet and mineral product recoveries at each stage of the process.

Figure 7-10 - Photographs of the shaking tables showing the heavy mineral concentrates. The broad “green” band is predominantly pyroxene (possibly olivine?) and the black band is magnetite and ilmenite. The brown band is clean sand that could be sold as reclamation sand.


Also noted is that the titano-magnetite had lower than optimum Fe content due to entrained impurities. Further mechanical processing or a more active depositional environment may remove these impurities.

Although the titano-magnetite and ilmenite content of the bulk sample is modest at approximately 1.9% the location and method of sample collection was not optimum being near surface in an estuarine zone containing high organic matter and slimes (24.5%). It is recommended that Dome undertake exploration in coastal areas where wave and current action may have increased the concentration of titano-magnetite. The pilot plant work successfully shows that the methodology for processing the sonic drill samples produces reliable estimates of the magnetite and non-magnetic heavy minerals and that standard recovery methods can be used to produce concentrates.

Based on the geological model being constructed from results of the initial sonic drill program and pilot plant tests, future sonic holes will be drilled in the inter-tidal and near off-shore environments. It is expected that these areas will

Sonic Drilling Year 1

A$

Pre-Feasibility Year 2

A$Salaries & Supervision 45,000 45,000

Field supplies 15,000 15,000

Sonic drilling 90,000 90,000

Laboratory 20,000 20,000

Tenement fees 5,406 7,939

Metallurgy/engineering 15,000 25,000

Resource Study 10,000 10,000

Office/reports 10,000 15,000

Totals 210,406 227,939

Note: Should the Offer be fully subscribed the budgeted expenditures will increase proportionally to $450,406 in Year 1 and $487,938 in Year 2 mainly by accelerating the sonic drilling and technical studies programs.

have environments with more effective mineral separation and concentration mechanisms that would free and concentrate titano-magnetite and other heavy minerals while removing more of the clay minerals. For this reason Dome elected to apply to expand the original SPL1454 from 1,900 ha to 4,125 ha during its recent renewal for a three year licence period to include large offshore sand deposits.

Exploration Program & Budget Proposed by Dome on SPL1454

Exploration planned over the next two years is intended to collect reliable data for calculation of resource estimates that comply with the JORC Code. In the first instance drilling will be undertaken in coastal and near off-shore locations of the Nasivi Delta to obtain samples of heavy mineral sands. The samples will be analyzed to determine their titano-magnetite and pyroxene content. Areas found to contain 5% titano-magnetite or greater will be subjected to infill drilling.

The budget proposed by Dome for the next two years of exploration is as follows:


SPL1451 KADAVU ISLANDS PROJECT

The exploration targets on SPL1451 (see Figure 7-11) are epithermal gold-silver and porphyry copper-gold style deposits. The tenement is split into two blocks, a western block located east of the village of Gasele on eastern Kadavu Island and an eastern block covering most of Ono Island, immediately to the east of Kadavu Island. Both blocks cover a number of hydrothermally altered, silicified and mineralized volcanic and intrusive rocks associated with shoshonitic volcanic calderas. The areas have generally received little exploration in the past, apart from work completed between 1986-91 under a SPL held by an unrelated party.

The two parts of the tenement are:

1. Gasele in the central and eastern part of Kadavu Island,

2. The Island of Ono, northeast of Kadavu Island.

A more detailed interpretation of potential exploration targets has been compiled based on the available geology, geochemistry, and regional geophysical data.

Exploration History of Kadavu and Ono Islands

Several reconnaissance geological surveys were conducted initially for volcanogenic massive sulphide (VMS) and later for gold between 1971 to 1986, and although these activities produced anomalous samples containing gold, silver, copper and arsenic no detailed follow-up exploration was undertaken.

Between 1986-91 under SPL 1235/1366 (Freeport/Poseidon) conducted regional exploration that led to a concentration of effort on Ono Island at the Waisomo Prospect in the southeast part of the island. Three diamond holes drilled there gave inconclusive, but anomalous gold results.

Figure 7-11 - Location and geology map of Kadavu and Ono Islands showing the two blocks of SPL1451 (Gasele on Kadavu and most of Ono Island).


During 1997-99, New Challenge Resources held the eastern part of Kadavu Island under SPL1380, a tenement which included the Gasele block of SPL1451. In 1997 they completed aerial magnetometer and radiometric surveys that identified three volcanic centers on eastern Kadavu, one of which is located on SPL1451.

Much of the subsequent field work conducted by New Challenge was undertaken south of the Gasele block, although the Annual Report 1998 reports the discovery an area of mineralized float in Waikonakoro and Vunikokalevu Creeks southeast of Gasele and west of one of the volcanic centers identified during interpretation of the aerial geophysical survey data. There is no indication that follow-up exploration was done and in 1999 SPL1380 was relinquished when funding for exploration was withdrawn by the joint venture partner (New Challenger Resources Annual, Final Report of Exploration in Eastern Kadavu (SPL1380) for the year ending 30th September 1999).

Gasele Block – Geology, Mineralisation and Potential

The Gasele area covers the northern portion of the Koronibanuve Caldera on eastern Kadavu Island. The most common rock is agglomerate flow breccia of andesitic-basaltic composition that overlies where exposed an unaltered coarse grained “porphyritic pyroxene-amphibole andesite with cognate xenoliths of micro-gabbro” (Hoyle 2007).

The above volcanic and sub-volcanic units effectively cover underlying hydrothermal alteration whose presence is indicated by abundant siliceous quartz breccia float with pyritic sulphide found in deeply incised creek beds, particularly Waikonotawa Creek, southeast of Gasele. Work conducted by Dome geologists identified intensely opaline silica-altered volcanic rock with up to 5% pyrite as disseminations and euhedral crystals. Also reported is vesicular cherty to opaline silica replaced rocks. Assays of samples of these altered rocks were anomalous in gold, copper, mercury and tellurium and may be indicating the presence of the upper section of a mineralized epithermal system.

Plate 9 - Pervasively silicified float with smooth open voids and hematite coated colloform vugs, Waikonotawa Creek, Gasele (J. Hoyle 2008)

Figure 7-12 - Compilation map of the Gasele block showing anomalous stream sediment sample results, and mapped altered rock types and structures relative to the collapsed Koronibanuve Caldera.

The principal geophysical feature evident from aerial surveys is an oval shaped caldera inner ring about 4000m west to east and 3000m north to south. Approximately the northern half of this volcanic feature falls within the Dome block. One area of specific interest is a possible hydrothermal or epithermal intrusive represented by a circular magnetic low at the core of the caldera.


Cutting across the tenement are a strong set of north-east striking magnetic linears interpreted as faults, cut by an older set of secondary north-west striking magnetic linears. These magnetic linears parallel the Yale Fault, a major structure evident in outcrop on the Gasele block (see Figure 7-12).

Historically, geochemical data collected over the tenement has included rock chip samples, -80# mesh stream sediment samples and BLEG samples. This work showed the caldera and the drainage system to the north on the Dome block is anomalous in gold, silver, arsenic, copper, lead and zinc. Although encouraging, these results are too widespread to provide effective focus for further exploration.

Dome proposes to undertake systematic soil sampling of the ridges and spurs of the Gasele block for ionic leach (IL) analysis. Metal anomalies detectable by IL can be sourced from hidden sub-surface mineralisation due to the upward mobility of the water transported metal ions. IL anomalies are generally detected vertically above source thus providing a focus for ground penetrative geophysical surveys and drilling. In the opinion of the author this exploration method has potential to detect concentrations of mineralisation that are hidden below cover rocks and therefore missed by previous exploration.

Ono Island Block – Geology, Mineralisation and Potential

Ono Island is volcanic in origin with two calderas identified; Madre Caldera in the central western part of the island and the larger Uluisolo Caldera in the center and eastern area (see Figure 7-13) being part of a larger volcanic-intrusive complex. Andesitic rocks of volcanic and sub-volcanic origin dominate the geology with large areas of silicification to the north and south of the calderas. One hot spring remains active on the western side of the island near the village of Naturu. Topography consists of steep hills around eroded caldera rims.

A reconnaissance exploration program in 1986, consisting of panned-concentrate stream-sediment, outcrop and float sampling,

as well as local soil geochemical traversing, outlined extensive zones of intense epithermal alteration of the volcanics (Freeport of Australia Inc.-McAlister and Nettle 1987). During the 1987 and 1988 field seasons more detailed sampling was completed in areas of anomalous geochemistry (Nettle, I987, Nettle 1988). This work included alteration mapping, petrology and rock geochemistry as well as the drilling of three diamond-drill holes at Waisomo Prospect on Ono Island. The mapping also defined a number of pyrite-rich areas. Creeks produced stream sediment samples anomalous in gold, silver or base metals in northern Ono Island. All anomalous samples came from creeks draining the Uluisolo Caldera.

Past exploration has concentrated on an area of silicification and hydrothermal alteration near the village of Waisomo on the southern part of Ono Island. Rocks were sampled by Freeport (Nettle 1987; Nettle 1988) that were anomalous in gold with the best result reported being 4.9g/t Au and 3.5g/t Ag from rock chip samples across

Figure 7-13 - Compilation map of Ono Island showing the two mapped volcanic caldera relative to areas of hydrothermal alteration and mineralization and aeromagnetic features.


a 5m wide zone that was also anomalous in arsenic (2300ppm), antimony (500ppm) and molybdenum (14ppm). It was concluded that the sample results indicated the presence of a high-level epithermal system.

In 1988, Freeport drilled three diamond drill holes near Waisomo village on southern Ono Island. In their Annual Report dated August 1988 it was stated that “Long intersections characterized by anomalous gold assays were returned from each of the three holes drilled”. It was concluded that “the potential for the discovery of significant precious metal mineralisation is considered to be good” (Nettle 1988). The same or a very similar vein-breccia zone was intersected in all three holes as shown by the tabulation of the better gold assay results shows.

Hole # Interval (m) Au (ppm)

DDHW-1 54 - 56 0.139

56 - 58 0.221

58 - 59 0.667

59 - 60 1.222

60 - 61 0.207

64 - 66 0.235

88 - 90 0.435

94 - 96 0.921

DDHW-2 54 - 56 0.115

56 - 57 0.669

57 - 58 0.894

58 - 60 0.173

DDHW-3 88 - 90 0.231

90 - 92 0.224

104 - 106 0.217

106 - 108 0.258

116 - 118 0.350

120 - 122 0.201

122 - 124 0.196

124 - 126 0.322

130 - 132 0.720

132 - 134 0.794

Despite the positive indications no further exploration or drilling was conducted on Ono Island until 2007 when Dome geologists began to take a renewed interest in the potential for epithermal gold-silver mineralisation in and around the calderas. Work involved interpretation of aerial geophysical data and a field inspection of anomalous areas identified by past exploration or from the geophysical interpretation.

Pervasive silica alteration with lesser white clay, alunite and hematite was observed at the Waisomo prospect and rocks containing up to 8% pyrite were submitted for assay. Results were anomalous for several metals with peak values of 0.4g/t Au, 111ppm Pb, 1,865 ppm Hg and 225ppm Te. A float sample of altered and bleached sinter with vuggy colloform chalcedonic silica was recommended for follow-up (see Plate 10).

Samples collected from the Waisomo area were petrologically examined showing that before alteration the original rocks were probably layered tuff, which was intensely quartz-alunite-pyrite altered. The petrologist concluded that the rock is likely to come from the highest or uppermost part of an epithermal mineralizing system and recommended that further exploration in more central areas of the island be undertaken. Precious metal mineralisation in such systems generally deposits at locations where pressure reduction results in boiling and precipitation of metals (the so called “boiling zones”). Observed alteration minerals indicate this would be below the present surface on Ono Island.

Plate 10 - Pervasively silica altered sinter-like float with large open voids coated with clear colloform silica, Roro Creek, Ono Island (J. Hoyle 2008)


In addition to the Waisomo prospect area, the northern section of Ono Island around the village of Nanggara is also intensely hydrothermally silica altered and gossanous andesitic volcanics from that area were found to be anomalous in gold, arsenic and tellurium.

Past exploration in the Nanggara area has been limited to stream reconnaissance so the potential of this intensely altered area to contain epithermal gold-silver and/or porphyry copper deposits has not yet been fully tested.

During the past year soil sampling was conducted on Ono Island by Dome. The samples were submitted to ionic leach analysis and produced strong and persistent multi-element anomalies. One location of particular interest is shows contiguous Au-Ag-Cu-Hg-Sb-Mo anomalies along the northwestern edge of what magnetic interpretation suggests is the Uluisolo Caldera.

Figure 7-14 shows the location of all the Ono soil samples and figures 7-15, 7-16 and 7-17 show coincident anomalous gold, copper and silver results. There is a clear northeast trending structural control of anomalies in the northern part of the island. Plate 11 shows what is interpreted as the western exposure of the anomalous structure on the west coast of Ono Island.

Figure 7-14 - Map of soil sample locations submitted for multi-element ionic leach analysis

Figure 7-15 - Map of gold values from soil samples and ionic leach analysis from Ono Island

Figure 7-16 - Map of copper values from soil samples and ionic leach analysis from Ono Island

Figure 7-17 - Map of silver values from soil samples and ionic leach analysis from Ono Island


Plate 11 - Possible exposure of mineralised northeast trending structure, west coast of Ono Island (Prinas 2013)

Plate 12 - Pervasively clay altered volcanic exposure eastern Ono Island (Prinas 2013)

During the soil sampling campaign Dome geologists noted extensive areas of clay and/or silica alteration that is typical of epithermal gold-

Drill Target Location Year 1

A$

Drill Testing Year 2

A$Salaries & supervision 20,000 25,000


Geochemistry 15,000 5,000

Geophysics - 15,000

Drilling - 30,000


Access 5,000 5,000

Tenement Fees 3,902 4,586


Totals 78,902 109,586

Note: Should the Offer be fully subscribed the budgeted expenditures will increase proportionally to $168,902 in Year 1 and $234,586 in Year 2 mainly by accelerating exploration drilling programs.

silver systems. Plate 12 shows a large exposure of intense Argillic alteration of volcanic rocks on the eastern side of Ono Island. In conjunction with the anomalous ionic leach geochemistry Ono Island is shaping as a strong target for systematic exploration. Given these very positive indications more detailed geochemical sampling and geological mapping is warranted on Ono Island.

Exploration and Budget Proposed by Dome on SPL1451

Both the Kadavu and Ono Island blocks of SPL1451 show alteration and anomalous mineralisation in volcanic geological settings that are known elsewhere to host both epithermal gold-silver and intrusive related porphyry copper-gold deposits. Past exploration has been very limited with only one area near Waisomo drill tested with non-economic but encouraging results.

The exploration program proposed by Dome will follow-up the systematic ridge and spur soil sampling with geological mapping and further sampling in areas of anomalism detected in the current surveys. In conjunction with detailed mapping the targets will undergo ground geophysical surveys aimed to locate concentrations of mineralisation below surface that can be selected for drilling. Exploration programs and budgets proposed by Dome are reasonable to complete the work proposed.


SPL1452 – NADRAU PROJECT

The Company is exploring SPL1452 for precious and base metal mineralisation associated with volcanic rock and related intrusive sequences. The targets in the licence area include, Kuroko style VHMS Cu-Pb-(Au-Ag), low- sulphidation epithermal Au-Ag, high-sulphidation epithermal Au-Cu, and related porphyry Cu-Au-(Mo), styles of mineralisation as found at Emperor (Au-Ag), Mt Kasi (Au), and Namosi (Au-Cu) in similar geology.

The Dome tenement is contiguous with and immediately north of SPL1420 owned by the Namosi Joint Venture consisting of Newcrest Mining Limited, Nittetsu Mining Co. and Mitsubishi Materials Co. The Namosi property contains the world class Namosi Porphyry copper-gold deposits (there are up to 15 significant copper and gold prospects) with a total resource of 1.88 billion tonnes averaging 0.37% Cu and 0.12g/t Au1.

The Namosi deposits are situated within a mineralized volcanic-intrusive center, one of many that make-up the large island of Viti Levu. Approximately the northern half of another large intrusive center, the Wainivalau Complex is located partially within SPL1452 and other areas of anomalous copper and gold mineralisation have been identified by past and current exploration on the tenement that may be indicating the presence of mineralized porphyry intrusive. Dome is using IL soil geochemistry and detailed geological mapping to better define the anomalies in preparation for focused geophysical programs and drilling.

The eastern boundary of SPL1452 is located in central Viti Levu, approximately 40 km northwest from Suva, Fiji’s capital. This area is part of the Sovi River drainage basin that has been designated a “Protected Area” so care will be taken to undertake exploration that is very low impact and any mineral discovery will require excision from the Protected Area.

The western boundary of SPL1452 is near the upper reaches of the Sigatoka River (see Figure 7-18) and within and takes in the central southern section of a metallogenic feature referred to as a “possible post-orogenic uplift”. Dome believes the uplift may be due to upwelling of sub-volcanic magmatic intrusive.

Access to western parts of the SPL is by the Sigatoka Valley Road to the village of Namoli and the Suva-Vunindawa road to the eastern boundary and then by horseback or on foot along bush tracks and old forestry roads.

Regional Geology

The SPL area is predominantly underlain by pre-orogenic volcanic and sedimentary rocks of the Wainimala Group. Late to post-orogenic sedimentary rocks within the licence include members of the Navosa Group, Medrausucu Group, Verata Group, and the Vatukoro Greywacke. Minor post-orogenic volcanic rocks of the Namosi Andesite outcrop in the east of the SPL area (Rodda 1994).

Intrusive stocks of the Middle and Late Miocene Colo Plutonic Suite intrude the rocks of the Wainimala Group in the northwest, central and northeast of the licence. The western portion of the SPL is underlain by the significant Wainivalau Complex of tonalitic to granodioritic composition, which shows alteration such as pyritisation at a number of locations near its margins. Rocks of the Wainimala Group adjacent to a tonalitic stock have undergone contact metamorphism that extends 500m to 1.5km from the margin of the stock. Smaller stocks in the center and northwest of the licence tend to be of quartz diorite to trondhjemite composition.

1JORC code reference is from a public presentation at the Diggers and Dealers Conference, Kalgoorlie, WA August 2011 as sourced from the Newcrest Annual Statement of Mineral Resources & Ore Reserves to June 30, 2011 based on information compiled by Colin Moorehead, EGM Minerals, Newcrest Mining Limited.


Figure 7-18 - Location and geology map of SPL1452 (source Geology of Viti Levu, 1966)

Exploration History of SPL1452

Between 1971-78, exploration by Barringer - Australian Anglo American (SPL1035) and later by Amoco Minerals Fiji (SPL1089 & SPL1097) located anomalous copper and zinc during regional stream sediment surveys in the western part of the current tenement at the Wainivau prospect.

Amoco also held ground in the north western sector of SPL1452 (Namoli area) from 1974-76 and after regional airborne magnetics and stream sediment work carried out more detailed work at the Wainivau prospect where detailed stream geochemistry had outlined a 15 square kilometer area anomalous in copper and zinc.

Five diamond drill holes were drilled south of Wainivau Creek targeting spot copper highs coincident with IP anomalism. Weak copper mineralisation (<1000ppm) associated with extensive pyrite was present in all holes and interpreted to be associated with a contact between tonalite intrusive and dacite volcanics.

Best gold and silver assays reported for 2m sample intervals from this drilling were reported as 1.1g/t Au and 1.6g/t Ag, respectively (Hay 1978).

The next period of exploration within SPL1452 was undertaken by CRA Exploration (“CRAE”) between 1989-92 under SPL1325. The following prospects were worked on or identified at this time:

• At Wainivau, CRAE found low order anomalous gold in pan concentrate and between 0.32 g/t and 1.1g/t Au in rock float samples. Mineralisation was related to contacts between tonalite and the Wainimala Volcanics. High stream sediment copper numbers could not be explained.

• The Wainivau Creek headwaters, near a contact between a tonalite intrusive with volcanic rocks float yielded anomalous gold (to 0.19g/t Au) and zinc (up to 1.1% Zn).


Figure 7-19 - Compilation by Dome of historical geochemical results and airborne geophysical data interpretation for SPL1452 and surrounding area

• On Bucobuco Creek malachite was identified in float (1.9% to 3% Cu), but the source was not found.

• At the Waibasaga prospect CRAE outlined a soil geochemical gold-base metal anomaly in an area where mineralized float had assayed as high as 0.28g/t Au, 191g/t Ag, 1.7% Cu and 0.6% Zn.

• Anomalous gold and base metal float (up to 3.6g/t Au, 120g/t Ag, 1.3% Zn and 0.55% Pb) at Waiwatu was interpreted from petrology as a low sulphide epithermal prospect, but metal concentrations were too low to test further (Murphy 1989).

At the Waibasaga prospect the gold and base metal soil geochemical anomaly was tested with one diamond hole. A further five holes were also drilled nearby into a gossan with up to 4.5% Cu and 0.28g/t Au. Although CRAE interpreted results to indicate the upper part of a porphyry copper system they concluded that the assay results were too low to be of interest. Further exploration including ground magnetometer, gradient array Induced Polarisation (IP) and mapping was followed by five man-portable diamond drill holes (total of 120.9m). Although quartz-illite-pyrite alteration was intersected both copper and gold assays were low and the program was terminated.

Between 1991-94 under their SPL1356, Placer Exploration Limited, undertook exploration over the western section of current SPL1452 after inspection and evaluation of data collected by previous explorers. In conjunction with interpretation of side-looking airborne radar (“SLAR”) data and the modeling of the geological history of Viti Levu, this work suggested the possible occurrences of buried copper and gold porphyry systems in the Tenement area (see Figure 7-19).

Regional work consisted of reconnaissance geochemical drainage s ampling, mapping and photo geology. Detailed drainage sampling and mapping was conducted over the known prospect at Wainivau that confirmed that the Wainivau prospect was represented by anomalous copper in the drainages and

gold soil geochemistry over a wide area and probably associated with the Namoli and Wainivau diorite stocks.

It was concluded that the limited work in the area by Amoco did not fully test the prospect’s potential to host a large copper-gold porphyry intrusive system with possible peripheral epithermal gold-silver mineralisation and further work was recommended. The five diamond holes previously drilled were found to be outside the main geochemical anomaly and also peripheral to a circular SLAR feature, possibly in a propylitic (epidote-chlorite-albite) zone. Placer did not complete any drilling to test this hypothesis.

Reconnaissance geological surveys involving field observations and rockchip samples were collected at the Wainivalau and Wainivau prospect areas, which were selected due to their recognition as potentially prospective geologic terrains from geophysical interpretation and/or anomalous geochemistry identified by previous explorers.

Recent Exploration by Dome on SPL1452

Since the acquisition of the SPL1452, the Dome work has involved two main areas:


1. Re-interpretation of the airborne magnetometer and radiometric geophysical data by senior geophysical consultant John Slade, and

2. Research of historical exploration reports followed by ground reconnaissance of prospects identified during past exploration. A systematic ridge and spur soil sampling program on a 100m x 100m grid was completed over the Wainivau prospect area with analysis of the soils by ionic leach analytical methods. The program was undertaken to confirm IL sampling’s usefulness in identifying mineral deposits under cover in the tropical weathering environment.

Wainivalau Area

Ground reconnaissance of an area on Wainivalau Creek on the eastern side of SPL1452 was undertaken to access a large potassium anomaly, around Wainivalau and Waibasaga Creeks, thought to be associated with a probable caldera structure (Wainivalau Complex). Areas adjacent to the upper portion of Wainivalau Creek and minor tributaries were examined.

Deep weathering and lack of outcrop hampered adequate sampling and geological interpretation and would also have hindered past exploration activities. Lithologies exposed in the area consisted of tonalitic members of the Colo Plutonic Suite, surrounded by Miocene andesitic volcanics and volcaniclastics of the Wainimala Group. Andesitic rocks in the area were observed to have undergone weak to moderate propylitic alteration, with pervasive to patchy chlorite, epidote and carbonate development. Minor fracture related silicification was noted, along with possible minor sericite development.

None of the lithologies or alteration observed adequately explain the anomalous radiometric (high-K) signature of the area and further investigation is recommended.

Wainivau Prospect

Reconnaissance of the area around the Wainivau Prospect on the western side of SPL1452 was undertaken to assess its copper and gold potential

indicated by Barringer (Fiji) Ltd. and other previous explorers. Areas around Wainivau, Wainatasili, Waibureburewe and Waibola Creeks and minor tributaries were examined.

Lithologies exposed include sedimentary sequences of the post-orogenic Vatukoro Greywacke, which are locally intruded and deformed by quartz diorite to tonalite stocks and dykes of the Colo Plutonic Suite. In the area immediately surrounding the village of Namoli, outcrop consisted of well jointed inequigranular tonalites, with local well developed iron oxide staining was associated with disseminated pyrite of up to 5%.

Patchy to pervasive propylitic alteration was noted in exposures generally consisting of texturally destructive alteration of mafic minerals (predominantly hornblende) to diffuse chlorite patches, weak sericite and epidote alteration of feldspars, with minor local silicification around some fractures and joints. Mineralisation consisted of fine to very fine disseminated anhedral pyrite as individual crystals or small irregular aggregates.

In the lower reaches of Wainivau creek, outcrop observed consisted of relatively flat lying, well-bedded, fine arenites which show no obvious signs of alteration or mineralisation. Weak deformation of the arenites, including normal faulting and broad doming was observed, which can be interpreted as being a result of the emplacement of an intrusive body beneath the units, such as the tonalites/quartz diorites seen near Namoli, and upstream around Waibureburewe Creek.

Propylitic alteration is dominant in outcrop in Wainatasili and Waibureburewe Creeks consisting of texturally destructive chlorite alteration of mafic minerals, weak sericite alteration of feldspars with local patchy epidote development, along with minor carbonate development as patches in mafics and as irregular veinlets, along with minor open coarse crystalline quartz veins. Locally zones of phyllic alteration were also observed with pervasive strong silica and sericite largely obliterating the original rock texture. In zones of phyllic alteration, planar cross-cutting to stockwork


quartz veins with minor centerline pyrite fill that are considered to be analogous to quartz-sulphide veins and veinlets found in the inner portions of porphyry copper deposits.

Mineralisation is comprised of fine to very fine disseminated anhedral pyrite and minor pyrite veinlets in quartz and carbonate veins. Chalcopyrite was noted in only one sample. Fracture or fault related dark sphalerite was noted in one sample from the upper reaches of a tributary of Wainivau Creek and magnetite veining was noted in some samples.

Assay results from samples taken at the Wainivau prospect showed sporadically anomalous values for a number of elements. Copper is most consistently anomalous, with 8 out of 22 samples returning moderate to strongly anomalous values between 103ppm and 1890ppm Cu. Gold was weakly anomalous in a number of samples, with a maximum result of 0.1ppm Au. Other anomalous elements included zinc, with results of 1130ppm and 2780ppm, molybdenum up to 175ppm, lead up to 872ppm and arsenic up to 182ppm. These results are considered highly encouraging, with elevated copper-molybdenum-gold values indicating the potential for porphyry style copper-gold mineralisation in the area.

Ionic Leach Soil Geochemical Survey Wainivau Prospect

Past exploration of the Wainivau Prospect had discovered mineralized float in rivers and creeks. A large area of copper anomalism (>15 square km) and a smaller area of gold anomalous soils and stream sediments had been outlined. Within the anomalous area, Amoco had concentrated its efforts on a 2 x 2 km grid south of Wainivau Creek where five drill holes intersected anomalous copper ranging from 54ppm Cu to a maximum of 1740ppm Cu. Typically holes were anomalous in copper their entire length, for example SFA-75-1 drilled through 398m of dacitic volcanic breccia that averaged 228ppm Cu.

It was concluded by Amoco geologists that this mineralisation represented the roots of an eroded porphyry copper deposit. However, in the author’s opinion, neither the low

temperature alteration assemblage nor the pyrite-chalcopyrite mineralisation that was reported in drill holes is supportive of being from deep within a porphyry system; rather, they are far more typical of the upper or outer edges of such a system.

Dome decided that given the extensive surface area of the copper anomaly previous work could have targeted the wrong or less than optimal location. Soil sampling on the ridges and spurs applying ionic leach analytical methodology has been undertaken by Dome in 2011 and 2012 to better define the anomaly. The analytical results from this survey are very encouraging and show the following features:

Plate 13 - Stockwork quartz veined, phyllic (sericite-silica) altered (?) tonalite, with alteration obliterating original rock texture. (J. Hoyle 2008)

1. Two large copper anomalies (see Figure 7-20) are located north of Wainivau Creek on the eastern half of the grid. Past work including IP surveys and drilling was located south of Wainivau Creek and south of the southern anomaly. The southern anomaly has a northwest trend that connects it to an area of multi-element anomalism that is referred to as the Namoli anomaly.

2. Coincident gold-silver-copper-mercury anomalies cover an area of greater than 3 sq km referred to as the Namoli anomaly east of the Sigatoka River in an area that has not previously undergone any penetrative exploration such as geophysics or drilling (see Figures 7-20, 7-21, 7-22 & 7-23). Gold bearing float has been reported in this area by earlier explorers, but the source was never located.


Figure 7-20 - Plot of copper values (ppb) from ionic leach analyses. Two large new copper anomalies are located on the east side of grid north of Wainivau Creek (Wainivau anomalies). The southern of the two anomalies is approximately 1km north of the location of past diamond drilling that intersected thick zones of anomalous (up to 475ppm) copper. A strong copper anomaly is also located immediately east of the Sigatoka River (Namoli anomaly) that is coincident with gold, silver, mercury and other metals. This is a priority target for future exploration.


Figure 7-21 - Plot of gold values from ionic leach analyses. Note the gold anomaly contiguous with copper on the northwest side of the grid adjacent to Sigatoka River (probable fault).


Figure 7-22 - Plot of silver values from ionic leach analyses. Note the silver anomaly is coincident with copper, gold and mercury anomalies on northwest side of grid.


Figure 7-23 - Plot of mercury values from ionic leach analyses. The western anomalous area is coin-cident with the multi-element Namoli anomaly. The north eastern and smaller eastern anomalies are coincident with the two large Wainivau copper anomalies.


Exploration Program and Budget Proposed by Dome on SPL1452

SPL1452 is composed of geological units that are known to host a variety of base and precious metal volcanic and intrusive related mineral deposits in Fiji and elsewhere along Pacific Rim tectonic plate boundaries. Past exploration in the area applied conventional exploration methods such as drainage outcrop and float mapping, stream sediment, rock chip and/or soil geochemistry. At a few locations surface geophysical surveys and shallow exploratory diamond drilling were also used in an attempt to locate mineralisation indicated by metal anomalies in soil or that had been observed as float in nearby streams and/or in rare outcrops.

These exploration methods were very successful in outlining large areas of anomalous alteration and mineralisation. Problems caused by deep tropical weathering and sedimentary and/or

volcanically derived cover lithologies meant exposures of mineral deposits themselves were seldom observable so finding the deposit within these large target areas was very difficult.

Dome have selected soil sampling and ionic leach analysis as a method that could see through the noise and provide closer focus on locations where anomalous concentrations of target metals have accumulated more directly above the source. Areas that are anomalous in target metals such as gold, silver and copper are accompanied by a suite of trace elements (Hg, Mo, Cs or Rb) in elevated concentrations that support an interpretation that an underlying intrusive is present and a probable source for the commercial metals. These targets will become the focus of more penetrative exploration such as IP geophysics that are useful in planning drill programs.

Drill Target Location Year 1

A$

Drill Testing Year 2

A$Salaries & Supervision 20,000 25,000


Geochemistry 20,000 20,000

Geophysics - 28,000

Drilling - 25,000


Roadwork - Helicopter support 4,000 10,000

Tenement fees 3,669 4,188


Totals 87,669 162,188

Note: Should the Offer be fully subscribed the budgeted expenditures will increase proportionally to $187,669 in Year 1 and $347,189 in Year 2 mainly by accelerating the geophysical and exploration drilling programs.


QUALIFICATIONS

The individual responsible for the preparation of this report is:

J V McCarthy, BSc (Major Geology), MAusIMM Consulting Geologist

John V. McCarthy (“the author”) is a member of the Australasian Institute of Mining and Metallurgy and has over 38 years’ experience in the mineral exploration and mining industry. In addition to operational and management in exploration for a wide range of minerals and deposit types, this experience also includes periods as a mine geologist at an underground tantalum mine and as an ore reserve geologist at one of the world’s largest open pit uranium mines. The author was a Competent Person as defined by the JORC Code for an ASX listed company since 2006 and has written numerous independent expert and public company reports. The author is presently operating as an independent Geological Consultant as the sole proprietor of John V McCarthy, Consulting Geologist, ABN 56 630 160 728.

DECLARATION

This report has been prepared for Dome Gold Mines Limited inclusion in its Prospectus. The opinions and information contained in this report have been provided in good faith, but in its preparation the author has relied substantially on information provided by the Directors and Management of Dome Gold Mines Ltd. The author has no reason to doubt the information that was provided.

This report has been provided for the sole use of inclusion in Dome’s Prospectus for which written consent has been supplied and no other use of the report or its content is permitted without the written consent of the author.

DISCLAIMER

The opinions expressed in this report are based on geological and geophysical information supplied to the author by Dome Gold Mines Limited in response to a specific request from the Company and the author has exercised due care in his review of the information supplied by Dome Gold Mines Limited. The accuracy and conclusions of the author are entirely reliant on the accuracy and completeness of the information so supplied. The author does not accept any responsibility for errors or omissions in the supplied information and does not accept any consequential liability arising from commercial decisions or actions resulting from them. The author’s opinions rely totally on the conditions that applied at the date of this Report and do not necessarily apply to conditions that may arise after the date of this Report about which the author had no prior knowledge nor the opportunity to assess.


REFERENCES

GENERAL REFERENCES

Dome Annual Reports For the years 2007-8, 2008-9, 2009-10, and 2010-11

Colley H. and Flint D.J. Metallic Mineral Deposits of Fiji, Memoir 4, Mineral Resources Department Fiji, 1995

Flint et al. Bibliography of the Geology of Fiji, 1997

Pyper R. Independent Valuation of the Exploration Tenements of Dome Mines Ltd., 2007



Rodda P. Bibliography of the Geology of Fiji, 1994

Rodda P. and Band R.B. Geology of Viti Levu, Geological Survey Annual Report, 1996

SPL 1454

Amdel Mineral Laboratories Mineralogy of Five ‘Magnetite’ Samples, 9 July 2013

Blatchford A. Geology of the Tavua Goldfield, Viti Levu, Fiji. Australasian Institute of U Mining and Metallurgy, Proceedings 168-169:13-51, 1953

Cohen E. Revised geology of the Tavua Goldfield, Fiji. Australasian Institute of Mining and Metallurgy, Proceedings 204:135-160, 1962

Flint D., Htay T. A review of gold exploration on the Nasivi Delta, Tavua area, Viti Levu. Fiji Mineral Resources Department Note BP 60/9.

Hoyle J. Report on field reconnaissance, Nasivi Delta for Dome. February 2008

Ibbotson P. Petrology of the Tertiary caldera, Tavua Goldfield. Fiji Geological Survey Memoir 3, 1967

Logan K., Hongsing P. Seismic Survey Report Tavua Project, 2011

Lum J. & others Gold potential at the Matepono River mouth and adjacent areas, Solomon Islands - an auguring program. SOPAC Preliminary Report 79: 41 p. 1995

Mineral Resources Department Exploration Report Miscellaneous correspondence and reports on gold prospecting and mining in the Tavua (Vatukoula) area. Report No. 207/../302/ML 1/3 to 5-1, 1932-1939

Mineral Resources Department Exploration Report Miscellaneous correspondence, reports and plans concerning the homeward bound mine, Tavua. Report No. 222/../455/ML 12-1, 1937-1948

Mineral Resources Department Exploration Report Annual report on prospecting in the Tavua area. Report No. 977-1, 1963

Mineral Resources Department Exploration Report Exploration for gold in the Tavua Basin. Miscellaneous correspondence and reports. Report No. 987/992-3, 1962-1 968


Mineral Resources Department Exploration Report Report of Geophysical and Geological Investigations, Tavua, Area 8- Fiji Islands. Report No. 1025-2, 1969

Mineral Resources Department Exploration Report Exploration for gold in the Tavua Basin. Report No. P1.8 987 & 992. Vol. 2, 1964-1970

Mineral Resources Department Exploration Report Additional drawings and plans relating to offshore prospecting for magnetite. Report No. 1073, 1970

Mineral Resources Department Exploration Report Prospecting results in the Tavua area. Report No. 987/1030-1, 1968-1972

Mineral Resources Department Exploration Report Gold and Magnetite in the Nasivi Delta, Tavua area, Viti Levu. MRD Note BP6O/9, 1973

Mineral Resources Department Exploration Report Mineral Deposits of Fiji (Metallic Deposits). Memoir No. 1, 1976

Mineral Resources Department Exploration Report Tavua basin joint venture final report on the Nasivi Delta, Report No. 1103-1, 1976

Mineral Resources Department Exploration Report Preussag Fiji Ltd. Special Prospecting Licence (SPL). Report No. 1153-1, 1978

Mineral Resources Department Exploration Report Vuda Mining area: History of gold prospecting and mining (1935-1 975), and implications for further explorations. Report No. 11, 1979

Mineral Resources Department Exploration Report Preussag Fiji Limited Special Prospecting Licence. Nasivi River, Viti Levu, Fiji. Report No. 1153-2, 1979

Mineral Resources Department Exploration Report Results of Offshore/Coastal prospecting in area 8 (Tavua). Report No. 1025-1, 1981

Mineral Resources Department Exploration Report Anglo Pacific Exploration Ltd. Annual Report to the Department of Mineral Resources, Fiji. Report No.11 95-1, 1983

Pratt C. et al Detrital Gold Survey, Nadi Bay, Fiji. 1994; SOPAC Preliminary Report 1995

Pratt C. et al Detrital Gold Survey, Nasivi River Delta, Fiji. 1995; SOPAC Preliminary Report 1996

Pratt C. et al Detrital Gold Survey, Nasivi River Delta, Fiji. 1995; SOPAC 1996

Pratt C. et al Detrital gold resources survey, Nadi Bay, Fiji, 21-November - 6 December 1994. SOPAC Preliminary Report 82, 1995.

Robbins Metallurgical Scoping Test Work, Bench Scale Titano-Magnetite Processing, 10 July 2013

Setterfield T.N. et al The Tavua caldera, Fiji: a complex shoshonitic caldera formed by concurrent faulting and downsagging. Journal of the Geological Society, London, Vol 148, 1991, pp. 115-127, 1991

Slade J. Review of available aeromagnetic data, Tavua Caldera and Nasivi Delta. 2007

Stanaway K. T. Placer Gold Potential of the Nasivi Delta, Confidential Dome Mines Ltd Report, 2007

Stanaway K.T. Review of drilling results on the Nasivi, Sigatoka and Ba River deltas. Letter reports October 2007 and January 2008

Wong H. et al Preliminary Report on Detrital Gold Assessment (2000). Diamond Drilling Survey, Nasivi delta. SOPAC 2001

Wong H. et al Detrital Gold Assessment (1999). Drilling Survey, Nasivi delta. SOPAC 2001


Woosley J.R. Sampling systems and methods for reconnaissance of marine placer minerals. Marine Mining, Vol 8 pp. 349-363, 1989

SPL 1451

Annual Report New Challenge Resources SPL1380, 1996-97

Annual Report New Challenge Resources SPL1380 (East Kadavu), 1998

Barron Dr B.J. Petrological and mineragraphic examination of six float samples of mafic volcanic rocks (1.5 – 2.0ma) from drainage gullies on the islands of Vanua Levu and Kadavu, Fiji, 2008

Drake G. SPL 1235 Eastern Kadavu/Ono, Quarterly report for the period ending 12 June 1986

Harris M. Annual report on SPL 1267 - central Kadavu, for the annual period ending 30 June 1990

Harris M. Annual report on SPL 1267 - central Kadavu, for the annual period ending 30 June 1991

Hoyle J. Report on Field Reconnaissance, SPL1451 – Vunisea, Kadavu, Fiji, 2007

Macansh J.D. & Wheller Dr G.E. Annual, Final and Relinquishment Report of Exploration in Eastern Kadavu (SPL1380) for the year ending 30th September, 1999

Marshall N.J. Independent Report on Tenements to be Acquired, 1985

McAlister L.M. and Nettle J.T. Annual report on SPL 1235 - eastern Kadavu for the annual period ending 12 December 1986

McAlister L.M. and Nettle J.T. Annual report on SPL 1235 - eastern Kadavu for the annual period ending 12 December 1986

McAlister L.M. and Nettle J.T. Annual report on SPL 1235 - eastern Kadavu for the annual period ending 1 January 1987

McLennan R. Annual Exploration Progress Report SPL1451 for the period 17th October 2007 to 16th October, 2008

Nettle J.T. Annual report on SPL 1235 - eastern Kadavu for the annual period ending 30 June 1988

Nettle J.T. Report on SPL 1235 - eastern Kadavu for the six monthly period ending 30 June, 1987

Nettle J.T. Annual Report on SPL 1235 - eastern Kadavu for the period ending 30 June 1988.

Rugless C.S. Initial Reconnaissance of Exploration Areas Under Application in Western Vanua Levu, Western Kadavu and Ono Islands, Fiji, 1985

Rugless C.S. SP 1235 - Eastern Kadavu/Ono. Quarterly Report to 31 March 1986.

Slade J. Geophysical Interpretation SPL1452 Kadavu and Ono Islands 2009

Staliman M.N. Annual report on SPL 1267 - central kadavu, for the annual period ending 30 June 1989


SPL 1452

Aliano W. Interoffice Memo of Placer Pacific, 1992

Aliano W. Interoffice Memos of Placer Pacific, 1993

Davies H. Nailanga, Vunidawa, Malomalo Projects – Fiji, Photointerpretation and Evaluation, 1997

Eupene G.S Appraisal Report on SPL’s 1384, 1385 and 1386, Viti Levu, Fiji, 1997

Hay K.R. Report on the Saliandrau Area – SPL’s 1089 and 1097, 1974

Hay K.R. Annual Report on the Saliandrau Area, SPLs 1089, 1097, AMOCO. ending 1976

Inoke F. Annual Report SPL1356, 1993

Ions M. Photogeological Study SPL1356, Jan 1993

Jay A. Explanatory Note Regarding Evaluation of the Wainivalau (Sovi) Prospect Area, internal Dome memo, 2011

Jay A. Wainivau Ridge & Spur/Ionic Leach Geochemistry, internal Dome memo, 2012

MRD Exploration and Mineral Digest, 1995

Murphy N.C. Report on Surrendered Ground Monavatu SPL1325, Fiji, 1989

Pyper R. Independent geological report on the exploration tenements of Oak Mines Ltd. Unpublished independent consultants report, 2007

Rodda P. Geology of Fiji. in Stevenson, A.J., Herzer, R.H., and Balance, P.F. (eds). Geology and Submarine Resources of the Tonga-Lau-Fiji Region, SOPAC Technical Bulletin 8:131-151, 1994


Level 17, 383 Kent Street Sydney NSW 2000 Locked Bag Q800 QVB Post Office Sydney NSW 1230 T +61 2 8297 2400 F +61 2 9299 4445 E [email protected] W www.grantthornton.com.au

Grant Thornton Corporate Finance Pty Ltd ABN 59 003 265 987 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 Holder of Australian Financial Services Licence No. 247140 Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia. Liability limited by a scheme approved under Professional Standards Legislation

Dear Directors,

INVESTIGATING ACCOUNTANT’S REPORT ON THE HISTORICAL AND PRO FORMA FINANCIAL INFORMATION AND FINANCIAL SERVICES GUIDE Introduction We have prepared this Investigating Accountant’s Report at the request of the Directors of Dome Gold Mines Limited (“Dome”) for inclusion in a Prospectus (“Prospectus”) to be dated on or about 30 August 2013 and to be issued by Dome, in respect of the planned initial public offering on the Australian Securities Exchange. Expressions defined in the Prospectus have the same meaning in this report.

Scope Grant Thornton Corporate Finance has been requested to prepare this report on the following financial information:

Historical Financial Information The Historical Financial Information of Dome, as set out in the Financial Information disclosed in Section 6 of the Prospectus comprises the following:

The consolidated statement of comprehensive income for the years ended 30 June 2012, and 30 June 2013;

The consolidated statement of cash flows for the years ended 30 June 2012, and 30 June 2013; and

The consolidated statement of financial position as at 30 June 2013;

(hereafter, the ‘Historical Financial Information’).

Board of Directors Dome Gold Mines Limited Level 7, 71 Macquarie Street Sydney, NSW, 2000

30 August 2013

7.2 INVESTIGATING ACCOUNTANT’S REPORT


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The Historical Financial Information has been extracted from the audited financial statements for the years ended 30 June 2012, and 30 June 2013, which were audited by Grant Thornton Audit Pty Ltd.

Pro forma Financial Information The Pro forma Financial Information set out in the Financial Information disclosed in Section 6 of the Prospectus comprises the pro forma consolidated statement of financial position as at 30 June 2013, assuming completion of the Offer and includes the Pro forma Adjustments (“Pro forma Adjustments”) as at that date as disclosed in Section 6 (Note 1 – Pro Forma Adjustments).

(hereafter, the ‘Pro forma Financial Information’).

(collectively the ‘Financial Information’).

The Financial Information is presented in an abbreviated form insofar as it does not include all of the presentation and disclosures required by Australian Accounting Standards and other mandatory professional reporting requirements applicable to general purpose financial reports.

This report has been prepared for inclusion in the Prospectus. Grant Thornton Corporate Finance disclaim any assumption of responsibility for any reliance on this report or on the Financial Information to which this report relates for any purpose other than the purposes for which it was prepared. This report should be read in conjunction with the Prospectus.

Directors Responsibility for the Historical and Pro Forma Financial Information The Directors have prepared and are responsible for the preparation and presentation of the Historical and Pro forma Financial Information. The Directors are also responsible for the determination of the Pro forma Adjustments as set out in Section 6 (Note 1 – Pro Forma Adjustments) of the Prospectus.

Our Responsibility Our responsibility is to express a conclusion on the Historical and Pro forma Financial Information based on our review. We have conducted an independent review of the Financial Information in order to state whether on the basis of the procedures described, anything has come to our attention that would cause us to believe that:

a) the Historical Financial Information does not present fairly the Historical Financial Information in accordance with the measurement and recognition (but not all of the presentation and disclosure requirements) of applicable Accounting Standards in Australia;

b) the Pro forma Adjustments do not provide a reasonable basis for the Pro Forma Financial Information;


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c) the Pro forma Financial Information has not been prepared on the basis of the assumptions set out in Section 6 (Note 1 – Pro Forma Adjustments) of the Prospectus; and

d) the Pro forma Financial Information does not present fairly the consolidated pro forma statement of financial position as at 30 June 2013 in accordance with the measurement and recognition (but not all of the presentation and disclosure requirements) of applicable Accounting Standards in Australia as if the Pro forma Adjustments set out in Section 6 (Note 1 – Pro Forma Adjustments) of the Prospectus had occurred at 30 June 2013.

Our independent review of the Financial Information has been conducted in accordance with Australian Auditing Standards applicable to review engagements. Our procedures consist of reading relevant Board minutes, reading of relevant contracts and other legal documents, inquiries of management personnel and the Directors and analytical and other procedures applied to Dome’s accounting records.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion on the Financial Information.

Conclusion Statements Review conclusion on the Financial Information Based on our independent review, which is not an audit, nothing has come to our attention which causes us to believe that:

a) the Historical Financial Information does not present fairly the Historical Financial Information in accordance with the measurement and recognition (but not all of the presentation and disclosure requirements) of applicable Accounting Standards in Australia;

b) the Pro forma Adjustments do not provide a reasonable basis for the Pro Forma Financial Information;

c) the Pro Forma Financial Information has not been prepared on the basis of the assumptions set out in Section 6 (Note 1 – Pro Forma Adjustments) of the Prospectus; and

d) the Pro forma Financial Information does not present fairly the consolidated pro forma statement of financial position as at 30 June 2013 in accordance with the measurement and recognition (but not all of the presentation and disclosure requirements) of applicable Accounting Standards in Australia as if the Pro forma Adjustments set out in Section 6 (Note 1 – Pro Forma Adjustments) of the Prospectus had occurred at 30 June 2013.


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Independence and Disclosure of Interest Grant Thornton Corporate Finance does not have any pecuniary interests that could reasonably be regarded as being capable of affecting its ability to give an unbiased conclusion in this matter. Grant Thornton Corporate Finance will receive a professional fee for the preparation of this report.

Financial Services Guide We have included our Financial Services Guide as Appendix A to this report. The Financial Services Guide is designed to assist retail clients in their use of any general financial product advice in this report.

Yours faithfully GRANT THORNTON CORPORATE FINANCE PTY LTD

NEIL COOKE CONOR FARLEY Partner Partner – Audit & Assurance


Level 17, 383 Kent Street Sydney NSW 2000 Locked Bag Q800 QVB Post Office Sydney NSW 1230 T +61 2 8297 2400 F +61 2 9299 4445 E [email protected] W www.grantthornton.com.au

Grant Thornton Corporate Finance Pty Ltd ABN 59 003 265 987 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389 Holder of Australian Financial Services Licence No. 247140 Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia. Liability limited by a scheme approved under Professional Standards Legislation

Appendix A (Financial Services Guide)

This Financial Services Guide is dated 30 August 2013.

1. About us Grant Thornton Corporate Finance Pty Ltd (ABN 59 003 265 987, Australian Financial Services Licence no 247140) (“Grant Thornton Corporate Finance”) has been engaged by Dome Gold Mines Limited (“Dome”) to provide a report in the form of an Investigating Accountant’s Report for inclusion in a Prospectus dated on or about 30 August 2013 (“the Prospectus”) relating to the offer of shares in the Company. You have not engaged us directly but have been provided with a copy of the report as a retail client because of your connection to the matters set out in the report.

2. This Financial Services Guide This Financial Services Guide (“FSG”) is designed to assist retail clients in their use of any general financial product advice contained in the report. This FSG contains information about Grant Thornton Corporate Finance generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the report, and how complaints against us will be dealt with.

3. Financial services we are licensed to provide Our Australian financial services licence allows us to provide a broad range of services, including providing financial product advice in relation to various financial products such as securities and superannuation products and to deal in a financial product by applying for, acquiring, varying or disposing of a financial product on behalf of another person in respect of securities and superannuation products.

4. General financial product advice The report contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs. You should consider your own objectives, financial situation and needs when assessing the suitability of the report to your situation. You may wish to obtain personal financial product advice from the holder of an Australian Financial Services Licence to assist you in this assessment.


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5. Fees, commissions and other benefits we may receive Grant Thornton Corporate Finance charges fees to produce reports, including this report. These fees are negotiated and agreed with the entity who engages Grant Thornton Corporate Finance to provide a report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the person who engages us. In the preparation of this report our fees are charged on a fixed basis. Partners, Directors or employees of Grant Thornton Corporate Finance, Grant Thornton Australia Ltd, or other associated entities, may receive dividends, salary or wages from Grant Thornton Australia Ltd.

6. Associations with issuers of financial products Grant Thornton Corporate Finance and its authorised representatives, employees and associates may from time to time have relationships with the issuers of financial products. For example, Grant Thornton Australia Ltd may be the auditor of, or provide financial services to the issuer of a financial product and Grant Thornton Corporate Finance may provide financial services to the issuer of a financial product in the ordinary course of its business. Grant Thornton Audit Pty Ltd is the auditor of the Company.

7. Complaints Grant Thornton Corporate Finance has an internal complaint handling mechanism and is a member of the Financial Ombudsman Service (membership no. 11800). All complaints must be in writing and addressed to the Head of Corporate Finance at Grant Thornton Corporate Finance. We will endeavour to resolve all complaints within 30 days of receiving the complaint. If the complaint has not been satisfactorily dealt with, the complaint can be referred to the Financial Ombudsman Service who can be contacted at:

PO Box 579 – Collins Street West Melbourne, VIC 8007 Telephone: 1800 335 405

Grant Thornton Corporate Finance is only responsible for this report and FSG. Grant Thornton Corporate Finance will not respond in any way that might involve any provision of financial product advice to any retail investor.

8. Contact Details Grant Thornton Corporate Finance can be contacted by sending a letter to the following address: Head of Corporate Finance Grant Thornton Corporate Finance Pty Ltd Level 17, 383 Kent Street Sydney NSW 2000


SECTION EIGHT

MATERIAL CONTRACTS

The significant aspects of the Constitution are as follows:

a. Article 87.1 of the Constitution provides that upon Dome being admitted to the Official List of the ASX, and for so long as Dome remains admitted to the Official List of the ASX, the provisions set out in Appendix 15A of the Listing Rules shall apply, and notwithstanding any provision of the Constitution, the Constitution shall be read subject to the prevailing provisions of the Listing Rules.

b. Dome shall have no nominal capital.

c. The number of Directors of Dome shall not be less than three and shall not be more than nine.

d. Directors shall, subject to the Constitution and the Corporations Act (and any other applicable law) be entitled to have a material personal interest or financial benefit in Dome.

e. Directors and any Associate can participate in an issue of Shares by Dome (subject to the Listing Rules).

f. Except as required by law or under the SCH Business Rules, no person shall be recognised by Dome as holding any Share non-beneficially, and Dome shall not be bound to recognise any equitable, contingent, future or partial interest in any Share or unit of a Share or any other rights in respect of any Share except an absolute right to the entirety thereof in the registered holder (subject to any other provision of the Constitution or any applicable law or court order).

g. Subject to the Constitution, a holder of ordinary Shares in Dome shall be entitled to be present at any meeting and to vote in respect of those ordinary Shares and every

The Directors consider that the contracts described below and elsewhere in this Replacement Prospectus are contracts which an investor would reasonably regard as material and which investors and professional advisors would reasonably expect to find described in this Replacement Prospectus for the purpose of making an informed assessment of the Offer.

The summaries are, of their nature, brief and indicative and should only be read on that basis. To fully understand the rights and responsibilities pursuant to the contracts and the nature and extent of these, it would be necessary to undertake a full legal review of each contract.

The following documents constitute the material contracts of Dome:

1. Constitution of Dome Gold Mines Limited

2. Exploration Licences

3. Directors’ Insurance and Indemnity Agreements

4. Restriction Agreements (as required by ASX)

5. Management Services Agreements

A summary of the main terms of these documents are detailed below.

8.1 Constitution

The constitution of Dome is effectively a contract between Dome and each member, Dome and each Director and Company Secretary, and between a member and each other member, pursuant to section 140 of the Corporations Act. Investors who take up Shares under this Offer shall become bound by the Constitution of Dome and shall agree to observe and perform the provisions of the Constitution and any regulations or by-laws which may be made thereunder.


8.5 Management Services Agreements

By a Management Agreement and an Agreement for Services each dated 1 July 2012, Dome engaged Charvest Pty Ltd, of which Mr Andrew Skinner is a Director, for a period of 2 years from 1 July 2012 to provide:

a. Management Agreement Head Office management services including management of the financial affairs of Dome, monthly financial reporting, monthly board reports, administrative support as well as full office services such as secretarial support to Dome’s staff and access to office equipment. In consideration for the services provided, Charvest Pty Ltd is entitled to management fees of $300,000 per annum plus GST.

Shareholder present shall be entitled on a show of hands, to one vote, or on a poll to one vote for each Share held by that Shareholder (except in the case of partly-paid Shares, which Shareholder shall be entitled to a fraction of a vote equivalent to the proportion which the amount paid up to bears to the total issue price).

8.2 Exploration Licences

Dome Mines Ltd a wholly owned Fijian subsidiary of Dome Gold Mines Ltd is the holder of three special prospecting licences, namely SPL1451, SPL1452 and SPL1454. The SPLs were initially granted on 17 October 2007 and have been renewed annually until 2013, when they were renewed for a period of 3 years each ending on 22 August 2016, 26 August 2016 and 22 August 2016 respectively. Dome knows of no reason why each tenement will not be further renewed after then. All tenements confer on Dome the exclusive right to prospect for precious metals and all ferrous minerals and are in good standing.

8.3 Directors Insurance and Indemnity Agreements

By these agreements between Dome and each Director of Dome, Dome agrees to indemnify each Director, to the extent permitted by law against liabilities and legal costs incurred by each Director in his capacity as a Director of Dome and to maintain a Directors’ and officers’ insurance policy in respect of each Director at the cost of Dome. In addition Dome agrees to provide each Director access to Board papers and other documents of Dome while such Director holds office and for up to a seven year period thereafter.

8.4 Restriction Agreements

By these agreements as yet undated between holders and controllers of restricted securities in Dome (as identified in the Schedule to the agreement), and the escrow trustee, the escrow trustee shall hold the restricted securities allotted by Dome during the escrow period in respect of those securities.

The escrow period applicable to vendors, Directors and associates is 24 months. The escrow period applicable to non-associated parties is 12 months or as ASX may otherwise determine. These agreements have been made for the purpose of complying with Chapter 9 of the ASX Listing Rules.

During the escrow period, the escrow trustee shall not dispose of, or agree to dispose of the restricted securities or create any interest in, the restricted securities, transfer ownership or control of the restricted securities or participate in a return of capital made by Dome.

If the restricted securities are kept on the certified subregister, the escrow trustee, as holder of those restricted securities, shall deposit the certificates for the restricted securities with a bank or recognised trustee for the escrow period.

If the restricted securities are kept on the issuer sponsored subregister, the escrow trustee, as holder of those restricted securities, shall apply a holding lock to those restricted securities. Upon expiry of the escrow period, the securities may be unlocked and released to the security holders, subject to the requirements of the ASX and the Listing Rules.


b. Agreement for Services Fiji office and field management services including supervision of company related work, providing recommendations regarding and supervision of subcontractors in allied fields, monitoring expenditure to meet Fijian Mineral Resources Department requirements, liaison with all regulatory authorities in relation to the Mining Tenements and assisting with project cash flow and sensitivity analysis in connection with project financing. In consideration for the services provided, Charvest Pty Ltd is entitled to management fees of $104,000 per annum plus GST.

The Directors (other than Mr Skinner) consider the terms and conditions of both agreements to be on an arm’s length basis.


SECTION NINE

MINING TITLES REPORT

Our Ref: HKN/hkn/30th August, 2013


H. K. NAGIN LLB VIREN KAPADIA BA. LL.B., A.S.A. Sherani & Co. 2nd Floor, Harifam Centre, Greig St. GPO Box 1004, Suva, Fiji Tel: +679 331 3255 Fax: +679 330 1546 E mail: [email protected] Website: www.sherani.com.fj

Dear Sirs

Re: Report on Special Prospecting Licenses held by Dome Mines Limited

This report was requested by and prepared for Dome Gold Mines Ltd (the “Company”) for inclusion in a Prospectus to be issued by the Company.

The subject of this report is a company namely Dome Mines Limited (“Dome”) and the Special Prospecting Licenses (SPLs) held by Dome located in Fiji. We have made all enquires and reviewed all documents which we regard as necessary or desirable in order to give this report.

Status of the SPLs held by DomeWe are satisfied as a result of searches at the Department of Mineral Resources that Dome is the named licensee of the following SPLs:

1. SPL 1451 located at Kadavu and Ono Islands

2. SPL 1452 located at Nadrau on south-central Viti Levu

3. SPL 1454 located at Nasivi River Delta on the north coast of Viti Levu

All of the above mentioned SPLs are current and all fees due for these Iicences are paid.


The SPLs have been held by Dome since 17 October 2007 and have been renewed annually until August 2013, when the SPLs were renewed for 3 years. Provided all stated licence conditions are met extensions to the SPLs will be considered by the Department of Mineral Resources for further terms of 3 years. At the date of this report we believe that there is no reason for the SPLs not to be renewed for further terms.

There are no outstanding issues in respect of the abovementioned mining tenements (the “Tenements”). All Tenements granted to Dome as stated above confer on Dome the exclusive right to prospect for precious metal and metalliferous minerals.

Furthermore, we are satisfied as a result of:

a. searches of the Tenements in the Register of Mining Tenements maintained by the Department of Mineral Resources pursuant to Regulation 28 of the Mining Act, Chapter 146 of the Republic of Fiji Islands; and

b. enquiries of relevant parties,

that Dome presently holds at the date of this report the registered interests in the tenements set out in the table below for mineral exploration projects in the Republic of Fiji Islands.

Assumptions & QualificationsIn giving this report we have assumed:

1. that the entries in the Register of Mining Tenements maintained by the Department of Mineral Resources containing the Tenements are complete, accurate and up to date; and

2. that the references to the areas of the Tenements are taken from details shown in the searches and we have not caused a survey to be undertaken to verify the accuracy of those areas marked out on the ground.

This report is qualified to the extent that our searches and enquiries are limited to those described above. In giving this report we have relied on the searches and enquiries at the Department of Mineral Resources and our review of the records relating to the Tenements.


Tenement Location Holder Area (Ha)

Expiry Date

Current Expenditure Requirement

SPL 1451 Kadavu Island Group Dome Mines Limited 4,213 22/08/2016 $F1,350,000

SPL 1452 Central Viti Levu Dome Mines Limited 42,000 26/08/2016 $F2,250,000

SPL 1454 Nasivi Delta Viti Levu Dome Mines Limited 4,125 22/08/2016 $F1,650,000



Responsibility StatementExcept for this report Sherani & Co have not been involved in the preparation of any part of the Prospectus, have not in any way authorised or caused the issue of the Prospectus, are not responsible for any matter included in or omitted from the Prospectus, make no representation or warranty, either express or implied with respect to the completeness or accuracy of any information contained in the Prospectus and disclaim liability to any person in respect of any statement included in the Replacement Prospectus.

ConsentThis report is given solely for the benefit of the Company and the directors of the Company in connection with the issue of the Prospectus of the Company.


SECTION TEN SECTION TEN

ADDITIONAL INFORMATION

10.1 Incorporation

Dome was incorporated in New South Wales, Australia on 8 July 2011 as a mining exploration company.

10.2 Tenement acquisition

Each of the three tenements SPL1451, SPL1452 and SPL1454 was acquired by Dome Mines Ltd (a wholly owned subsidiary of Dome) on 17 October 2007. There are no other assets in which Dome Mines Ltd has any interest.

10.3 Share Capital at date of issue of this Replacement Prospectus

The pro-forma capital structure on completion of the Offer is summarised below:

MINIMUM SUBSCRIPTION ($0.5M)

Shares Percentage (%)

Presently on issue 112,457,310 97.83

Public offer at 20 cents/share 2,500,000 2.17

Shares on issue at listing date 114,957,310 100

Anticipated market capitalisation

$23 million

10.4 Rights Attaching to SharesA summary of the more significant rights is set out below. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of Dome’s shareholders. To obtain such a statement, persons should seek independent legal advice.

Set out below is a summary of the rights, liabilities, privileges and restrictions under the Constitution that will attach to the Shares of Dome, including the new Shares offered under this Replacement Prospectus. This summary does not purport to be exhaustive or to constitute a

definitive statement of the rights and liabilities of the Shareholders under the Constitution. The Constitution is consistent with the ASX Listing Rules. Dome’s Constitution is subject to the ASX Listing Rules in all respects while Dome maintains its listing on the ASX.

Meeting and VotingSubject to the Constitution of Dome and any rights or restrictions for the time being attached to a class of share, at a general meeting of Dome 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 Share held by the Shareholder and for each partly paid share held, a fraction of one vote equal to the proportion which the amount paid up bears to the amounts paid or payable on that share. In the case of an equality of votes, the chairperson has a casting vote.

NoticesEach Shareholder is entitled to receive all notices, accounts and other documents required to be given to Shareholders under the Constitution of Dome, the Corporations Act and the ASX Listing Rules.

Winding UpOn a winding up of Dome, Shareholders will participate in any separate assets of Dome in proportion, as nearly as may be, to the capital paid up on the Shares held by them respectively at the commencement of the winding up.

Transfer of SharesA Shareholder may transfer Shares by a proper SCH Transfer or an instrument in writing in any usual form or in any form approved by the Directors of Dome or the ASX. The Directors of Dome may refuse to register any transfer of Shares other than a proper SCH Transfer as defined in the Corporations Act 2001 (Cth), where permitted by the ASX Listing Rules or where it is not in a registrable form. Dome must not refuse to register or give effect to or delay or


Optionee Exercisable Price

Expiry Date

Number of Unlisted

Options

Options to non-related parties

20 cents 30.09.15 7,898,395

Options to related parties (see Section10.9)

20 cents 30.09.15 2,250,000

Total number of unlisted options

10,148,395

in any way interfere with a proper SCH Transfer of Shares or other securities. Subject to ASX Listing Rules and SCH Business Rules, while Dome is a listed company, the Board may suspend the registration of transfer at such time and for such periods, not exceeding 30 days in a year as they see fit.

DividendsThe profits of Dome which the Directors may from time to time elect to distribute by way of dividends are divisible amongst the holders of Shares equally on the Shares in respect of which the dividend is paid.

Alterations to the ConstitutionThe Constitution can only be amended by special resolution passed by at least three quarters of voting Shareholders and at a general meeting. At least 28 days’ written notice specifying the intention to propose the resolution as a special resolution must be given. Copies of Dome’s Constitution are available for inspection at the registered office of Dome or on Dome’s website www.domegoldmines.com.au.

DirectorsThe Board of Directors is responsible for the overall corporate governance of Dome, including establishing its strategic direction, establishing goals for management and monitoring the achievement of these goals.

The minimum number of Directors is three. Shareholders may vary the number by resolution in general meeting. The Constitution provides that at each Annual General Meeting, any Director who has held office:

• without re-election for in excess of three years; or

• past the third Annual General Meeting following that Director’s last appointment or election; or

• pursuant to an appointment by the Directors to fill a casual vacancy in the preceding year; or

• if none of the above applies, the Directors who have served office the longest without re-election, must retire from office. The Managing Director is exempted from retirement by rotation. A retiring Director is eligible for re-election.

Further increases in capitalSubject to the Corporations Act, the ASX Listing Rules, the ASX Settlement Operating Rules and the ASX Clear Operating Rules and any rights attached to a class of Shares, Dome (under the control of the Directors) may allot and issue Shares and grant options over Shares, on any terms, at any time and for any consideration, as the Directors resolve.

Variation of Rights Attaching to SharesSubject to the Corporations Act, the ASX Listing Rules, the ASX Settlement Operating Rules and the ASX Clear Operating Rules and the terms of issue of Shares in a particular class, Dome may vary or cancel rights attached to Shares in that class by either special resolution passed at a general 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.

10.5 Unlisted Options – Conditions and TermsAt listing 10,148,395 unlisted options to acquire shares in Dome will have been issued as follows:

The terms and conditions of the Options are:

• Each Option entitles the holder to subscribe for one ordinary share in Dome upon payment of 20 cents.

• The Options are exercisable at any time during the period commencing on the date Dome’s Shares are admitted to quotation on the ASX until 30 September 2015 as detailed in the table above (Expiry Date), by notice in writing to the Directors of Dome 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 such option holder.

• Options not exercised by the Expiry Date will automatically expire.

• 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 executed notice of exercise of Option and the application moneys in respect of the exercise of such Option.

• All shares issued upon exercise of the Options will rank pari passu in all respects with Dome’s then existing ordinary fully paid shares.

• 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 without exercising the Options. Dome, however, will ensure that for the purpose 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.

• In the event of any reorganisation (including reconstruction, consolidation, sub-division, reduction or return of capital) of the issued capital of Dome, 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) in all other respects the terms for the exercise of the Options shall remain unchanged, subject to the ASX Listing Rules.

• 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 reorganisation of capital.

Dome has not issued any options which will be listed upon listing of Dome.

10.6 Company Tax Status

The Directors expect that Dome will be taxed in Australia as a public company.

10.7 Remuneration of Directors

Under Dome’s Constitution, the Non-Executive Directors shall be paid as remuneration for their ordinary services as Directors a fixed sum as determined by resolution of Dome. The total aggregate amount that may be paid to Non-Executive Directors is currently set at $156,000 per annum.

The following remuneration is payable to each Director:

Name of Director Remuneration

Garry Lowder $60,000 (including Chairman fees)

Andrew Skinner$48,000

(including Chair of Audit Committee fees)

Tadao Tsubata $Nil

Allen Jay $48,000

Name

No. of Shares Held

Ordinary Fully Paid

Percentage of issued

capital after IPO*

Onizaki Corporation 30,000,000 26.10%

Tiger Ten Investment Ltd 20,000,000 17.40%

Cybersys Inc 5,500,000 4.78%

Brave Top Enterprises Ltd 5,500,000 4.78%

10.8 Substantial Shareholders

*Assuming minimum subscription raised


There are no other substantial shareholders in Dome.

Tiger Ten Investment Ltd is a private company of which Tadao Tsubata, a Director of Dome, is a Director and shareholder. Onizaki Corporation, Cybersys Inc and Brave Top Enterprises Ltd are not related to or associated with Dome.

10.9 Interests of Directors

SharesAt the date of this Replacement Prospectus, the following Directors and their related entities hold the following Shares.

Nature of fee $500,000 Offer

Legal fees 11,000

Investigating Accountants 17,000

Independent Geologist 53,000

Replacement Prospectus preparation 13,000

Replacement Prospectus printing 11,000

Marketing 11,000

ASIC fees 2,000

Share Registry 9,000

ASX listing fees 80,000

Total 207,000

Name of Director

No. of Shares Held

Beneficially Held (Y/N)

Garry Lowder 500,000 N

Andrew Skinner 6,750,0000 N

Tadao Tsubata (see Section 10.8) 20,080,000 N

Allen Jay 100,000 Y

The shares held by Directors may be subject to ASX imposed escrow for up to 24 months on listing.

OptionsAt the date of this Replacement Prospectus, Andrew Skinner, a Director of Dome, through his related entities, holds 3,500,000 unlisted options at an exercise price of 20 cents, expiring on 30 September 2015. For the terms of these options see Section 10.5.

Management AgreementsAndrew Skinner as a director of Charvest Pty Ltd derives a benefit under the Management Agreement and Agreement for Services referred to in Section 8.5 in addition to his Director’s fees.

10.10 Rights of Directors

• The right to participate in the share issue

• The right to allocate shares in Dome

• The right to receive Directors fees

10.11 Fees, Commissions Expenses of the OfferIt is anticipated that the cash expenses of the Minimum Offer will be $207,000 inclusive of GST. These expenses include the cost of the Investigating Accountants report, the Independent Geologist’s report, legal fees, Share Registry fees, accounting fees, ASIC fees, printing and other expenses.

Fees and commissions expected to be paid in connection with the Offer as follows:

10.12 Liability of other persons named in this Replacement ProspectusOther than as set out below or elsewhere in this Replacement Prospectus:

a. no person named in this Replacement Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of the Replacement Prospectus, any promoter of Dome or broker to the Issue, holds, or held at any time during the 2 years before lodgement of this Replacement Prospectus with ASIC, any interest in:

◊ the formation or promotion of Dome;

◊ property acquired or proposed to be acquired by Dome in connection with its formation or promotion or in connection with the Offer;

◊ 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 in connection with the formation or promotion of Dome or the Offer.

Grant Thornton Audit Pty Limited are the auditors to Dome and have issued an audit opinion in relation to the year ended 30 June 2013 and the period ended 30 June 2012.

KPMG Fiji are the auditors of Dome Mines Ltd (the wholly owned subsidiary of Dome) and have issued an audit opinion for the year ended 30 June 2013.

Computershare Investor Services Pty Limited (CIS) has acted as Share Registrar to Dome and performed share registry services. CIS has had no involvement in the preparation of any part of this Replacement Prospectus other than being named as Share Registrar to Dome. CIS has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Replacement Prospectus.

Websters has acted as the solicitors to Dome in relation to the Offer and has been involved in due diligence enquiries on legal matters.

10.13 Interests of Experts and Advisers John McCarthy is named in the Replacement Prospectus as the author of an Independent Geological Report dated 22 August 2013 and is the competent person providing the competent person’s statement in respect of that report. Dome estimates that it will pay John McCarthy approximately $53,000 for his services.

Sherani & Co is named in the Replacement Prospectus as Mining Titles Consultants and will be paid approximately $500 for that preparation of its report.

Grant Thornton Corporate Finance Pty Ltd is named as Investigating Accountants to Dome, and has received fees totalling approximately $17,000 for the provision of their Report.

Websters Solicitors are named in the Replacement Prospectus as Solicitors to the Issue. They were involved in the preparation of this Replacement Prospectus and they have been involved in the process of reviewing this Replacement Prospectus for consistency with

the material agreements. In doing so, they have placed reasonable reliance upon information provided to them by Dome and other third parties. They do not make any other statement in this Replacement Prospectus. Websters will be paid $11,000 for work performed in accordance with the preparation of this Replacement Prospectus in accordance with usual charge out rates.

10.14 ConsentsEach of the parties referred to in this section:

a. does not make, or purport to make any statement in this Replacement Prospectus other than those referred to in this section; and

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

Written consents to the issue of this Replacement Prospectus have been given and at the date of this Replacement Prospectus have not been withdrawn by the following parties:

• Websters has given and, before lodgement of this Replacement Prospectus, has not withdrawn its consent to be named as solicitors to the Offer in the form and context in which it is named. Websters specifically disclaims liability to any person in the event of any omission from, or any false or misleading statement included elsewhere in this Replacement Prospectus. While Websters has provided advice to the Directors in relation to the issue of this Replacement Prospectus and the conduct of due diligence enquiries by Dome and the Directors, Websters has not authorised or caused the issue of this Replacement Prospectus.

• Grant Thornton Audit Pty Ltd has given and, before lodgement of this Replacement Prospectus, has not withdrawn its written consent to be named as the Auditors of


Dome in the form and context in which it is named and takes no responsibility for any part of this Replacement Prospectus.

• Grant Thornton Corporate Finance Pty Ltd has given and, before lodgement of this Replacement Prospectus, has not withdrawn its consent to be named as the Investigating Accountants to the Offer.

• KPMG Fiji as auditors of Dome Mines Ltd has given and, before lodgement of this Replacement Prospectus, has not withdrawn its written consent to be named as the Auditors of Dome Mines Ltd in the form and context in which it is named and takes no responsibility for any part of this Replacement Prospectus.

• John McCarthy has given and has not, before lodgement of this Replacement Prospectus, withdrawn his consent to being named in this Replacement Prospectus in the form and context to which he is named.

• Sherani & Co have given and have not, before lodgement of this Replacement Prospectus, withdrawn their consent to being named in this Replacement Prospectus.

• Computershare Investor Services Pty Limited (Share Registry) has given and, as at the date hereof has not withdrawn its written consent to be named as the Share Registrar of Dome in the form and context in which it is named.

10.15 TaxationAn applicant for Shares is not obliged to quote their Tax File Number (TFN), however, in cases where no TFN is quoted Dome must deduct tax from any dividend payable, to the extent they are not franked at the top personal margin rate plus Medicare Levy, which presently amounts to 46.5% in aggregate. There are special rules for the quotation or non-quotation of TFNs applying to different categories of investors such as non-residents of Australia, tax exempt bodies, joint holders and other special categories. Applications by individuals, companies, partnerships, trusts, superannuation funds and

approved deposit funds are largely unaffected by any special rules and therefore may quote a TFN by simply completing the TFN details on the application form.

The acquisition and disposal of securities in Dome will have tax consequences, which will differ depending on the individual financial affairs of each investor, circumstances relating to the investor’s holding of securities and the taxation laws applicable to investors or residents of different jurisdictions. All potential investors in Dome are urged to obtain independent financial advice about the consequences of acquiring securities from a taxation viewpoint and generally. It is solely the responsibility of the individual applicant to inform themselves of their taxation position resulting from participation in this Offer. To the maximum extent permitted by law, Dome, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Replacement Prospectus.

The above does not purport to be an exhaustive statement of the law relating to taxation and is provided as a guide only. If you are in any doubt, please consult your accountant, lawyer or taxation consultant.

10.16 LitigationAs at the date of this Replacement Prospectus, Dome is not involved in any material legal proceedings and the Directors are not aware of any material legal proceedings pending or threatened against Dome.

10.17 Electronic Replacement ProspectusPursuant to Class Order 00/044, ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic Replacement Prospectus and electronic application form on the basis of a paper Replacement Prospectus lodged with ASIC, and the publication of notices referring to an electronic Replacement Prospectus or electronic application form, subject to compliance with certain conditions.


Garry Lowder Chairman of Directors

Tadao Tsubata Director Andrew Skinner

Director Allen Jay Director

If you have received this Replacement Prospectus as an electronic Replacement Prospectus, please ensure that you have received the entire Replacement Prospectus accompanied by the relevant Application Form. If you have not, please contact Dome using the contact details set out in this Replacement Prospectus and Dome will send you, for free, either a hard copy or a further electronic copy of the Replacement Prospectus or both. Alternatively, you may obtain a copy of the Replacement Prospectus from Dome’s website at www.domegoldmines.com.au.

Dome reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Replacement Prospectus and any relevant supplementary or Replacement Prospectus or any of those documents were incomplete or altered.

10.18 Inspection of documentsCopies of following documents may be inspected free of charge at the registered office of Dome as described in the Corporate Directory of this Replacement Prospectus during normal business hours:

• the Material Contracts in Section 8; and

• the Consents referred to in Section 10.

10.19 Consent to LodgementEach of the Directors of Dome has consented to the lodgement of this Replacement Prospectus with the ASIC.

For the purposes of Section 731 of the Corporations Act, the Directors of Dome state that they have made all enquiries that were reasonable in the circumstances and have reasonable grounds to believe that any statements by them in this Replacement Prospectus are true and not misleading or deceptive, and that with respect to any other statements made in this Replacement Prospectus by persons other than the Directors, the Directors have made reasonable enquiries and have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, and that those persons have given the consent required by Section 716(2) of the Corporations Act and have not withdrawn that consent before lodgement of this Replacement Prospectus with ASIC. Each Director of Dome consents to the lodgement of this Replacement Prospectus with ASIC, and has not withdrawn that consent.

This Replacement Prospectus is prepared on the basis that:

• certain matters may be reasonably expected to be known to professional advisors of the kind with whom Applicants may reasonably be expected to consult; and

• information is known to Applicants or their professional advisors by virtue of any Acts or laws of any State of Territory of Australia or the Commonwealth of Australia.

This Replacement Prospectus is dated 6 September 2013


SECTION ELEVEN

GLOSSARY

Where the following terms are used in this Replacement Prospectus they have the following meanings:

“AAS” is an abbreviation of “Atomic Absorption Spectroscopy”, a technique for testing the amount of an element in a sample.

“Acid volcanic” is a volcanic rock with high content of quartz.

“Adularia” is an alkali feldspar of low temperature origin.

“Aeromagnetic” is a magnetic survey by aircraft.

“Airborne magnetic survey” means a Measurement of the magnetic intensity of rocks using an airborne mounted instrument.

“Alluvium” means water lain sediment.

“Alteration” is a change in mineral composition of a rock, usually from the action of weathering or hydrothermal solutions.

“Alunite” is hydrothermally altered feldspar; an alteration mineral.

“Andesite” is a fine grained igneous rock with intermediate silica content.

“Anomaly” means unusual soil or rock assay values or geophysical measurements considered by geoscientists to be distinctly different from normal or background values.

“Application” means an application for Shares pursuant to the Offer on an Application Form.

“Application Form” means the application form accompanying this Replacement Prospectus.

“Argillic” is a hydrothermal clay alteration mineral suite; smectite-dickite-quartz-pyrite.

“Arsenopyrite” is a sulphide of arsenic and iron (FeAsS).

“Ash tuff” is a consolidated rock derived from fine airborne volcanic particles.

“ASIC” means the Australian Securities & Investments Commission.

“Assay” means any physical or chemical method used to measure the absolute content of an element in a rock sample.

“ASX” means Australian Securities Exchange Limited (ABN 98 008 624 691).

“ASX Listing Rules” means the listing rules of the ASX as amended from time to time.

“AUD”, “Dollars”, “$” or “$A” means dollars in Australian currency.

“Auriferous” means gold bearing.

“AusIMM” is the Australasian Institute of Mining and Metallurgy.

“Basalt” is a fine grained dark basic igneous rock.

“Basement” is the igneous and metamorphic crust of the earth, often underlying sedimentary rocks.

“Base metal” is a term generally used for aluminium, copper, lead, nickel and zinc or a combination of these metals.

“Basic” is a term describing an igneous rock with a low silica content.

“BLEG” is an abbreviation of bulk leach extractable gold; gold that can be extracted by cyanide.

“Board” means the Board of Directors as constructed from time to time.

“Breccia” means rock fragments in a finer grained matrix.


“Business Day” means a day which is not Saturday, Sunday or a Public holiday in NSW Australia.

“Calc silicate” is a rock or mineral in which calcium and silica are dominant.

“Caldera” is generally a circular volcanic depression.

“Chalcopyrite” is a copper and iron sulphide (CuFeS2) – an ore mineral of copper.

“Chemical element abbreviations” are as follows; “As” - arsenic; “Au” - gold; “Ag” – silver; “Ba”, barium; “Cu” - copper; “F” - fluorine; “Hg” - mercury; “Mo” - Molybdenum; “Pd” - palladium; “Pb” - lead; “Rb” - rubidium; “Sb” - antimony; “Te” - tellurium.

“Chlorite” is a green platy iron-magnesium rich silicate mineral.

“Closing Date” means 10 October 2013 (subject to the rights of the Directors to change this date without notice).

“Company” means Dome Gold Mines Limited ACN 151 996 566

“Corporations Act” means the Corporations Act, 2001.

“Country Rock” is the rock surrounding mineralisation, which in itself is of no economic value.

“Cretaceous” is the final period of the Mesozoic, 135 - 65 million years ago.

“Crystal tuff” is a tuffaceous rock with crystals visible, commonly of feldspar.

“Dacite” is a volcanic rock intermediate between andesite and rhyolite.

“Diamond drill hole” or “DDH” means a hole made by rotary drill using diamond-edged bits that produces a solid continuous core sample of intersected rocks.

“Diorite” is a plutonic rock intermediate in composition between acid and basic.

“Director” means a director of Dome at the date of this Replacement Prospectus.

“Dome” means Dome Gold Mines Limited ACN 151 996 566

“Dyke” is a tabular igneous intrusion which cuts through a body of rock.

“Electromagnetic Survey” or “EM” means a geophysical method that measures magnetic fields from artificially introduced currents.

“Electrum” is a naturally occurring gold-silver alloy.

“Epiclastic” is a mechanically deposited sedimentary rock formed of fragments of other rocks, e.g. sandstone.

“Epithermal” means low temperature hydrothermal processes.

“Fault” is a fracture in a rock mass, with movement of one side past the other.

“Feldspar” is an abundant rock forming mineral, principally aluminium silicate.

“Ferruginous” means iron rich.

“Gangue” is a waste rock or mineral associated with ores.

“Geochemistry” means the study of the distribution and amounts of chemical elements in rocks and soils.

“Geophysical survey” describes any prospecting technique which measures the physical properties of rocks (e.g. conductivity, magnetism and gravity) and contrasts the properties of different rock types, thus defining geophysical anomalies.

“Geophysics” is the study of the earth by quantitative physical methods.

“Gossan” means the leached and oxidised near surface expression of a sulphide mineral deposit, containing hydrated iron oxides.

“Grade” means the relative Quantity or percentage of mineral or metal content.


“Granite” is a coarse grained acid igneous rock containing quartz and feldspar.

“Granodiorite” is a similar rock to granite, but with less silica.

“Gravity anomaly” means a region of the earth’s gravity field that may be higher or lower than the surrounding readings.

“Hydrothermal” means circulation of hot water through rocks associated with leaching and deposition of minerals including precious and base metals.

“Igneous” is rock formed from a molten state.

“Indicated Resource” (see Mineral Resource)

“Inferred Resource” (see Mineral Resource)

“In-situ” means in place.

“Intrusive” is a body of hot igneous rock which invades the overlying rock strata.

“Investor” means a person, company or other applicant for Shares under this Replacement Prospectus and “Investors” has a like meaning.

“IP” (induced polarization) is an electrical geophysical exploration technique used in the search for disseminated sulphide deposits.

“IPO” means Initial Public Offering.

“JORC” means The Australasian Joint Ore Reserves Committee who is responsible for the publication of the Code for Reporting of Mineral Resources and Ore Reserves.

“Kaolinised” means a rock or rock forming minerals altered to clay.

“Kuroko deposit” is a type of volcanogenic massive base metal sulphide deposit first found in Japan.

“Lapilli” is a pyroclastic material in the size range of 2-64 mm.

“Limonite” is an hydrous iron oxide mineral.

“Linear” is a topographical or geophysical feature of regional extent thought to reflect crustal structure.

“Listing Rules” means the official listing rules of ASX.

“Magnetic low” is an area of magnetic readings that are lower compared to nearby areas.

“Magnetic survey” means the systematic collection of readings of the earth’s magnetic field at a series of different locations in order to define the distribution and variations of values which may be indicative of different rock types, formations, ores, etc.

“Magnetite” is a magnetic oxide of iron with the chemical composition Fe3O4.

“Massive sulphide” is a body of rock with >40% sulphides that may or may not be ore.

“Measured Resource” (see Mineral Resource)

“Mesothermal” means deep hydrothermal mineralisation formed at temperatures between 200°C to 300°C.

“Mesozoic” is an era of geological time from 225-65 million years.

“Meta-” refers to alteration by heat and/or pressure.

“Metallurgical” means concerned with the production of raw metals from ores.

“Metamorphic” means alteration of rocks by heat and/or pressure.

“Micro-” means small.

“Mineral Resource” is a concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into “Inferred, Indicated and Measured” categories (JORC 2004).


“Mineralisation” means the process by which minerals are introduced into a rock. More generally a term applied to accumulations of economic or related minerals in quantities ranging from anomalous to economically recoverable.

“Minimum Subscription” means the minimum number of Shares to be subscribed for under this Offer.

“Miocene” is an early Tertiary epoch.

“Offer” means the offer of Shares by Dome pursuant to the terms of this Replacement Prospectus.

“Official List” means the Official List of the Australian Securities Exchange.

“Option” means an option exercisable at a certain price and date to purchase a fully paid ordinary share in the capital of Dome.

“Petrology” is the study and examination of rocks by microscope.

“pH” is the negative log of the hydrogen ion activity in solution. It determines acidity.

“Pleistocene” is an epoch of the Quaternary period 3 million years to 8000 years ago.

“Porphyritic” means large rock forming crystals set in a fine groundmass.

“ppb” means parts per billion.

“ppm” means parts per million.

“Prospect” means an area in which potential for economic mineralisation is suggested from analysis of geological, geochemical or geophysical data.

“Pyritic” means containing pyrite (FeS2).

“Pyroxene or clinopyroxene” means a group of important rock-forming minerals found in many igneous and metamorphic rocks. Pyroxenes have the general formula XY(Si,Al)2O6 (where X represents calcium, sodium, iron+2 and magnesium and more rarely zinc, manganese and lithium and Y represents ions of smaller size, such as chromium, aluminium, iron+3,

magnesium, manganese, scandium, titanium, vanadium and even iron+2).

“Quartz” means crystalline silica (SiO2).

“RAB” means Rotary air blast drilling.

“Radiometric” is measurement of uranium, thorium and potassium radiation.

“RC drilling” is reverse circulation drilling is a percussion drilling method with less wall rock contamination than open hole drilling.

“Reserves” means a well-defined estimate of tonnes and grade of ore, which is believed to be economic following a detailed study of all relevant economic and technical information.

“Rhyolite” is a light coloured extrusive volcanic rock.

“Rock chip sampling” means obtaining samples, generally for assay, by breaking chips off a rock exposure.

“SCH” is an abbreviation of Securities Clearing House.

“Sericitisation” is the presence of fine potassium mica through hydrothermal alteration.

“Share” or “Shares” means an ordinary share or shares in the capital of Dome.

“Shareholder” or “Shareholders” means a holder or holders of Shares.

“Share Registry” means the register of members of Dome.

“Shoshonite” is a potassium rich basaltic rock.

“SLAR” is an abbreviation of “side looking airborne radar”.

“Sonic Drill” is a rotary vibratory drill where high frequency vibration allows the drill to penetrate strata without injection of drilling fluids, thus recovering a virtually undisturbed sample.

“Special Prospecting Licence” or “SPL” is a mineral exploration title granted over a land area in Fiji that permits the holder exclusive right


to explore for minerals for renewable periods ranging from 1 to 3 years.

“Specific Gravity” or “s.g.” is the ratio of the mass of a volume of substance to the mass of an equal volume of water.

“Stock” in geological usage means an igneous intrusion <100 sq km in area.

“Stockwork” is a three dimensional network of irregular veinlets.

“Stream sediment” is a sample taken for geochemical analysis of stream silt, sand and/or gravel.

“Strike” means the direction or trend taken by a structural surface e.g. a bedding plane, as it intersects the horizontal.

“Subvolcanic” is a volcanic stock or intrusive that didn’t reach the surface.

“Sulphide” means any mineral comprising only metals and sulphur (e.g. pyrite FeS).

“t” is an abbreviation for short ton – 2,000 pounds.

“T” is an abbreviation for metric tonne – 1000 kilograms.

“Tenement” is title to ground granted for exploration or mining purposes.

“Tertiary” is the period from 65 to 2 million years.

“Tholeiitic” is a variety of basalt.

“Tuffaceous” is a rock rich in tuff.

“Vein” means the narrow infill of a brittle rock structure (e.g. fault or joint) most commonly quartz with or without minor calcite, sulphides and/or occasionally native metals.

“VHMS” is an abbreviation for “volcanic hosted massive sulphide”, a type of mineral deposit.

“VMS” means volcanogenic massive sulphides.

“Volcanic” means related to volcanoes or volcanism.


I/we apply for

Joint Applicant 2 or Account Designation

Joint Applicant 3 or Account Designation

Unit Street Number Street Name or PO Box /Other Information

City / Suburb / Town State Postcode

Contact Name Telephone Number - Business Hours / After Hours

Holder Identification Number (HIN)

X

Please note that if you supply a CHESS HIN but the name and address details on your form do not correspond exactly with the registration details held at CHESS, your application will be deemed to be made without the CHESS HIN, and any securities issued as a result of the IPO will be held on the Issuer Sponsored subregister.

Drawer Cheque Number BSB Number Account Number Amount of cheque

APPLICATION FORM ANNEXED TO REPLACEMENT PROSPECTUS 6 SEPTEMBER 2013

This Application Form is important. If you are in doubt as to how to deal with it, please contact your stockbrokeror professional adviser without delay. You should read the entire Replacement Prospectus for Dome Gold Mines Limited dated 6 September 2013 carefully before completing this form. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, the Replacement Prospectus.

Make your cheque or bank draft payable to Dome Gold Mines Limited and crossed “Not Negotiable”By submitting this Application Form, I/we declare that this application is completed and lodged according to the Replacement Prospectus and the declarations/statements on the reverse of this Application form and I/we declare that all details and statements made by me/us (including the declaration on the reverse of this Application Form) are complete and accurate. I/We agree to be bound by the Constitution of the Company.

See back of form for completion guidelines.

I/we lodge full Application Money

C

D

E

F

G

B

Number of Dome Gold Mines Limited Shares (Shares) in Dome Gold Mines Limited at $0.20per Share or such lesser number of Ordinary Shares which may be allocated to me/us

A$

A

Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s)

Title or Company Name Given Name(s) Surname

Enter your postal address - Include State and Postcode

Enter your contact details

CHESS Participant

Payment details – Please note that funds are unable to be directly debited from your bank account

A$

*M000001456Q02*

*M000001456Q02*


HOW TO COMPLETE THIS FORMShares Applied for Enter the number of Shares you wish to apply for.

Application Monies Enter the amount of Application Monies. To calculate the amount, multiply the number of Ordinary Shares by the price per Ordinary Share.

Applicant Name(s) Enter the full name you wish to appear on the statement of share holding. This must be either your own name or the name of a company. Up to 3 joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applications using the wrong form of names may be rejected. Clearing House Electronic Subregister System (CHESS) participants should complete their name identically to that presently registered in the CHESS system.

Postal AddressEnter your postal address for all correspondence. All communications to you from the Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered.

Contact DetailsEnter your contact details. These are not compulsory but will assist us if we need to contact you.

Before completing the Application Form the applicant(s) should read this Replacement Prospectus to which this application relates. By lodging the Application Form, the applicant agrees that this application for Ordinary Shares in the Company is upon and subject to the terms of the Replacement Prospectus and the Constitution of the Company, agrees to take any number of Ordinary Shares that may be allotted to the Applicant(s) pursuant to the Replacement Prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.Lodgement of ApplicationApplication Forms must be received by Computershare Investor Services Pty Limited Melbourne by no later than 5pm (Sydney time) on 10 October 2013 unless varied by the Company.You should allow sufficient time for this to occur. Return the Application Form with cheque(s) attached to:Computershare Investor Services Pty Limited GPO Box 52 MELBOURNE VIC 3001Neither CIS nor the Company accepts any responsibility if you lodge the Application Form at any other address or by any other means.Privacy StatementPersonal information is collected on this form by Computershare Investor Services Pty Limited (“CIS”), as registrar for securities

issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail [email protected] you have any enquiries concerning your application, please contact Computershare Investor Services Pty Limited on 1300 850 505 or +61 3 9415 4000.Correct forms of registrable title(s) Note that ONLY legal entities are allowed to hold Ordinary Shares. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with the Corporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below.

A

B

C

D

E

F

G

CHESSDome Gold Mines Limited (the Company) will apply to the ASX to participate in CHESS, operated by ASX Settlement and Transfer Corporation Pty Ltd, a wholly owned subsidiary of Australian Securities Exchange Limited. In CHESS, the company will operate an electronic CHESS Subregister of security holdings and an electronic Issuer Sponsored Subregister of security holdings. Together the two Subregisters will make up the Company’s principal register of securities. The Company will not be issuing certificates to applicants in respect of Ordinary Shares allotted. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold Ordinary Shares allotted to you under this Application on the CHESS Subregister, enter your CHESS HIN. Otherwise, leave this section blank and on allotment, you will be sponsored by the Company and allocated a Securityholder Reference Number (SRN).

PaymentMake your cheque or bank draft payable to Dome Gold Mines Limited in Australian currency and cross it Not Negotiable. Your cheque or bank draft must be drawn on an Australian Bank.Complete the cheque details in the boxes provided. The total amount must agree with the amount shown in box B. Please note that funds are unable to be directly debited from your bank account.Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Application Form where indicated. Cash will not be accepted. Receipt for payment will not be forwarded.

Type of Investor Correct Form of Registration Incorrect Form of RegistrationIndividual• Use given name(s) in full, not initials Mr John Alfred Smith J.A Smith

Joint• Use given name(s) in full, not initials

Mr John Alfred Smith & Mrs Janet Marie Smith

John Alfred & Janet Marie Smith

Company• Use company title, not abbreviations ABC Pty Ltd ABC P/L

ABC CoTrusts• Use trustee(s) personal name(s) • Do not use the name of the trust

Ms Penny Smith <Penny Smith Family A/C> Penny Smith Family Trust

Deceased Estates• Use executor(s) personal name(s) • Do not use the name of the the deceased

Mr Michael Smith <Est John Smith A/C> Estate of Late John Smith

Minor (a person under the age of 18)• Use the name of a responsible adult with an appropriate designation

Mr John Alfred Smith <Peter Smith A/C> Peter Smith

Partnerships• Use partners personal name(s)• Do not use the name of the partnership

Mr John Smith & Mr Michael Smith <John Smith & Son A/C>

John Smith & Son

Clubs/Unincorporated Bodies/Business Names• Use office bearer(s) personal name(s)• Do not use the name of the club etc

Mrs Janet Smith <ABC Tennis Association A/C> ABC Tennis Association

Superannuation Funds• Use the name of trustee of the fund• Do not use the name of the fund

John Smith Pty Ltd <Super Fund A/C>

John Smith Pty Ltd Superannuation Fund


CORPORATE DIRECTORY

Board of Directors:Dr Garry Lowder (Chairman)Mr Andrew Skinner (Executive Director)Mr Tadao Tsubata (Non-Executive Director)Mr Allen Jay (Non-Executive Director)

Company Secretary:Mr Marcelo Mora

Registered and Principal Office:Level 7, 71 Macquarie StreetSydney NSW 2000t. +612 8203 5620f. +612 9241 2013e. [email protected]. www.domegoldmines.com.au

Independent Consulting Geologist:Mr John V McCarthy

Australian Legal Advisors:WebstersLevel 11, 37 Bligh StreetSydney NSW 2000

Investigating Accountants:Grant Thornton Corporate Finance Pty Limited Level 17, 383 Kent StreetSydney NSW 2000

Australian Auditors:Grant Thornton Audit Pty LimitedLevel 17, 383 Kent StreetSydney NSW 2000

Fijian Auditors KPMGLevel 10, Suva CentralRenwick RoadSuva, Fiji

Share Registry:Computershare Investor Services Pty Limited117 Victoria StreetWest End Qld 4101

ASX CODE: DME

Dome Gold Mines Ltd ABN 49 151 996 566 Level 7, 71 Macquarie Street Sydney NSW 2000 Australia GPO Box 1759 Sydney 2001 Australia T +61 2 8203 5620 F +61 2 9241 2013 E [email protected] W www.domegoldmines.com.au

supplementary prospectus - dome gold mines€¦ · the replacement prospectus contains details...

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