DRM Prospectus

7/28/2019 DRM Prospectus

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DORAY MINERALS LIMITEDACN 138 978 631

PROSPECTUS

For the offer of 30,000,000 ordinary Shares at an offer price of 20 cents each to raise up to

$6,000,000 with the right to accept over-subscriptions of up to $2,000,000 for a maximum of

$8,000,000

SPONSORING BROKER

SHAW STOCKBROKING LIMITED

Important Information

This Prospectus provides important information to assist prospective investors in decidingwhether or not to invest in the Company. It should be read in its entirety. If you do not

understand it, you should consult your professional advisers.

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

MINERALS LIMITED

DORAY


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DORAY MINERALS LIMITED PROSPECTUS

1

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Brett Fraser Non-Executive ChairmanAllan Kelly Managing DirectorHeath Hellewell Technical DirectorJay Stephenson Non-Executive Director

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Jay Stephenson

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Unit 6, 34 York StreetNORTH PERTH WA 6006

Telephone: +61 (0)8 6468 0388Facsimile: +61 (0)8 9228 0704

Website: www.dorayminerals.com.auEmail: [email protected]

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Computershare Investor Services Pty LtdLevel 2, 45 St Georges TerracePERTH WA 6000

Telephone: 1300 557 010Telephone: +61 (0)3 9415 4000 Outside AustraliaFacsimile: +61 (0)8 9323 2033Email: [email protected]

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Shaw Stockbroking LimitedLevel 15, 60 Castlereagh StreetSYDNEY NSW 2000

Telephone: 1800 636 625Fax: +61 (0)2 9232 1296

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Steinepreis PaganinLevel 416 Milligan StreetPERTH WA 6000

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David Tonkin and Associates25 Palmerston RoadUNLEY SA 5061

Malcolm CastleConsulting GeologistPO Box 473SOUTH PERTH WA 6951

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Wolfstar Group Pty LtdUnit 6, 34 York StreetNORTH PERTH WA 6006

nvsgng unnPendragon Capital LtdBarringtons House283 Rokeby RoadSUBIACO WA 6008

orporate Directory


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portat oratio

This Prospectus is dated 20 November 2009 and was lodged with the Australian Securities and Investments

Commission (ASIC) on that date. Neither ASIC nor ASX Limited (ASX) takes any responsibility for the contentsof this Prospectus. No Shares will be issued on the basis of this Prospectus later than 13 months after the date ofthis Prospectus. The Directors of, and advisers to the Company do not guarantee the success of the Company, therepayment of capital, the payment of dividends or the price at which Shares will trade on ASX.

Application will be made to ASX within seven (7) days of the date of this Prospectus for Quotation of the Shares thesubject of this Prospectus. It is important that investors read this Prospectus in its entirety and seek professionaladvice where necessary. The Shares subject of this Prospectus should be considered speculative.

ln sus

This Prospectus will be issued in paper form and as an electronic Prospectus which may be accessed on the internetat www.dorayminerals.com.au. The Offer of Shares pursuant to the electronic Prospectus is only available to personsreceiving an electronic version of this Prospectus in Australia. The Corporations Act prohibits any person passing ontoanother person the Application Form unless it is attached to, or accompanied by, the complete and unaltered version

of the Prospectus. During the Offer Period, any person may obtain a hard copy of this Prospectus by contacting theCompany by email at [email protected].

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

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This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to enable thisProspectus to be examined by market participants prior to the raising of funds. Potential investors should be awarethat this examination may result in the identication of deciencies in the Prospectus and, in those circumstances, anyapplication that has been received may need to be dealt with in accordance with Section 724 of the Corporations Act.

Applications for Shares under this Prospectus will not be processed by the Company until after the expiry of theExposure Period. No preference will be conferred on persons who lodge applications prior to the expiry of theExposure Period.

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The Prospectus can be downloaded from www.dorayminerals.com.au.

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

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Throughout this Prospectus abbreviations and dened terms are used. Those relevant to mineral exploration arecontained in the Glossary located in the rst Independent Geologist Reports in Section 5 of this Prospectus, and otherabbreviations and legal terms are contained in the Denitions in Section 11 of this Prospectus. Dened terms aregenerally identied by the uppercase rst letter.


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The Shares offered by this Prospectus are of a speculative nature. Prospective investors should carefully consider therisk factors outlined in Section 4 of the Prospectus which include:

no guarantee of exploration success;

resource estimates are imprecise and may prove to be inaccurate;

commodity price volatility and exchange rate risks;

joint venture partner risk; and

joint venture uncertainty of terms risk.

In particular the following specic risk should be considered:

Uranium policy risk

The Company has consented to uranium exploration being conducted on the Harris Bluff and Kingoonya Gawler CratonProjects located in South Australia pursuant to a uranium joint venture involving Venture Minerals Limited and Mega

Hindmarsh Pty Ltd. Uranium mining is subject to extensive regulation by State and Federal Governments. For furtherdiscussion on uranium mining and associated risk factors, please refer to information on uranium policy set out inSection 4 of this Prospectus.

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


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key Date

Lodgement of this Prospectus with ASIC 20 November 2009

Opening Date of the Offer 27 November 2009

Expected Closing Date of the Offer 09 December 2009

Dispatch of Holding Statements 15 December 2009

Expected date for Shares to commence trading on ASX 18 December 2009

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

sary o te er

miisbcriptio$4,000,000

fsbcriptio$6,000,000

ersbcriptio$8,000,000

Offer price per Share $0.20 $0.20 $0.20

Shares currently on issue 15,500,000 15,500,000 15,500,000

Shares pursuant to this Offer 20,000,000 30,000,000 40,000,000

Vendor Shares 9,125,000 9,125,000 9,125,000

Total Shares on issue on listing on ASX 44,625,000 54,625,000 64,625,000

Market Capitalisation at the Offer Price $8,925,000 $10,925,000 $12,925,000

Refer to Section 1.5 of this Prospectus for further information, including details of the issue price of Shares on issue atthe date of this Prospectus, the dilutive effect of these Shares and the number of Options granted in the Company.


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otet

aira letter 6

sectio:

1. Detai o te er 7

2. eriew o te opay ad roject 12

3. Director ad maaeet 19

4. i factor 20

5. depedet geooit eport 23

5(a) Weter traia roject 23

5(b) sot traia roject 51

6. etiati ccotat eport 67

7. soicitor eport eeet 76

8. materia otract 107

9. dditioa oratio 109

10. Director oet 119

11. Deitio 120

ppicatio for ad trctio to ppicat 123


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aira letter

20 November 2009

Dear Investor

On behalf of the Directors of Doray Minerals Limited (Doray or the Company), it is my pleasure to introduce thisProspectus to you and invite you to become a Shareholder of the Company.

This Prospectus has been issued by Doray for the purposes of offering 30 million Shares at $0.20 each to raise $6million before costs. Up to a further $2 million may be raised through oversubscriptions.

Doray was incorporated on 20 August 2009 for the purpose of exploration and development of the projects described inSection 2 of this Prospectus and for investment in resource opportunities.

The Company has successfully secured strategic tenement holdings in the Murchison region of Western Australia andCentral Gawler region of South Australia.

The Western Australian projects comprise a number of large tenement areas positioned on major regional mineralisedstructures, adjacent to known gold deposits which are thought to be underexplored.

The Central Gawler projects in South Australia are also located on major mineralised structures along strike fromhistoric and recently discovered gold mineralisation.

The Board therefore believes these projects contain a number of exciting opportunities.

Considerable experience in exploration and project generation through the Executive Directors Allan Kelly and Heath

Hellewell is enjoyed by the Company. With over 32 years combined experience in targeting and exploring large goldand nickel projects, Doray is fortunate to secure the services of such knowledgeable and skilled technical individuals.

This Prospectus contains detailed information about Doray and the Companys current exploration projects in additionto independent professional reports. Please read this Prospectus carefully before you make your investment decisionand, where necessary, consult your professional advisers.

Once again, on behalf of the Board, I invite you to become a Shareholder in Doray and a part of this exciting investmentopportunity.

Yours sincerely

B fsCHAIRMAN


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1. Detai o te er

1.1 nDun

The information set out in this Section is not comprehensive and should be read together with the other information inthis Prospectus.

1.2 h ff nD suBsn

The Company is offering Shares for subscription at 20 cents per Share.

The Offer is for the issue of up to 30,000,000 Shares to raise up to $6,000,000. The Company reserves the right toaccept over-subscriptions up to $2,000,000 through the issue of a further 10,000,000 Shares. The maximum amountwhich may be raised under this Prospectus is therefore $8,000,000 through the issue of 40,000,000 Shares. Theminimum subscription of the Offer is 20,000,000 Shares to raise $4,000,000.

All Shares issued pursuant to this Prospectus will be issued as fully paid ordinary Shares and will rank equally in allrespects with the Shares already on issue. The rights attaching to the Shares are summarised in Section 9.4 of thisProspectus.

If the minimum subscription for the Offer is not achieved within four months after the date of this Prospectus, or suchlonger period as is permitted under the Corporations Act, all applications will be dealt with in accordance with theCorporations Act.

1.3 ff D

The Offer will open on the Opening Date and will remain open until 5.00 pm (WST) on the Closing Date. The Companyreserves the right to close the Offer at an earlier time or date or to extend the time or date without prior notice.Applicants are encouraged to submit their Applications as early as possible.

1.4 us f h ff

The purpose of the Offer is to raise the necessary funds to allow the continued exploration of the Companys projectsdescribed in this Prospectus.

The proposed application of funds over two years from the date on which the Shares allotted under this Prospectus arequoted on ASX is as follows:

ue o fd notemii

sbcriptio$4,000,000

fsbcriptio$6,000,000

ersbcriptio$8,000,000

Pre-offer cash 296,000 296,000 296,000

Total raised in the Offer 2 4,000,000 6,000,000 8,000,000

ota fd aiabe 4,296,000 6,296,000 8,296,000

Exploration expenditure 3 2,000,000 3,030,000 4,050,000

Expenses of the Offer 4 249,024 275,524 310,867

Application handling fees 240,000 360,000 480,000

Vendor Payments 126,000 126,000 126,000

Administration 884,288 884,288 884,288

Investment Opportunities and generalworking capital

5796,688 1,620,188 2,444,845

ota d appied 4,296,000 6,296,000 8,296,000

Notes:

1. If the Company raises more than the minimum subscription, but less than the full amount of $6,000,000 the Company intends to applythese funds rst to the application handling fee and secondly to the exploration expenditure.

2. If the Company raises more than the full subscription, the Company intends to apply these funds rst to the application handling fee andsecondly to the exploration expenditure.

3. Exploration expenditure is described in more detail in Section 2.4 of this Prospectus.

4. Refer to Section 9.9 of this Prospectus for a breakdown of the expenses of the Offer.

5. Unallocated working capital will be conserved to allow for evaluation of and securing of new exploration opportunities.

6. All allocated exploration expenditure is proposed to be spent on granted tenements.


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The above table and the exploration programmes and associated expenditure outlined in Section 2 of this Prospectusare statements of current intentions at the date of the lodgement of this Prospectus with ASIC. As with any budget,intervening events (including exploration success or failure) and new circumstances have the potential to affect

the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied in thesecircumstances.

e Director are atied tat, po copetio o te e, te opay wi ae ciet wori capitato eet it tated objectie or a period o at eat two year.

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

It is also possible that future acquisitions may exceed the current or projected nancial resources of the Company andit is expected that these acquisitions would be funded by project nance and/or equity issues (subject to Shareholderapprovals if required).

1.5 l suu

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

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numB % hlDng numB % hlDng numB % hlDng

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Total Existing Shares onIssue at Prospectus Date

15,500,000 34.7 15,500,000 28.4 15,500,000 24.1

Vendor Shares 9,125,000 20.5 9,125,000 16.7 9,125,000 14.0

Public Shares 20,000,000 44.8 30,000,000 54.9 40,000,000 61.9

ota sare 44,625,000 100.0 54,625,000 100.0 64,625,000 100.0

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Options on issue 7,250,000 7,250,000 7,250,000

Broker Options 1,000,000 2,000,000 3,000,000

Vendor Options 5,750,000 5,750,000 5,750,000

ota ptio 14,000,000 15,000,000 16,000,000

Note: Refer to the Investigating Accountants Report for further information.

Rights attaching to the Shares are summarised in Section 9.4 of this Prospectus.

Terms and Conditions of the Options are summarised in Section 9.5 of this Prospectus.

Potential investors should be aware that 15,500,000 Shares currently on issue were issued at the following issue prices:(a) 4,000,000 Shares at $0.001;(b) 6,500,000 Shares at $0.01; and(c) 5,000,000 Shares at $0.05.

These Shares were issued at a lower issue price than the Shares offered pursuant to this Prospectus to reect theincreased risk associated with the investment at that time. In particular, these initial investors bore the risk that theCompany would not proceed to raise further funds (as it is doing pursuant to this Prospectus) to allow the Company topursue its objectives as stated in this Prospectus.

1.6 sk fs

Investment in Shares under this Prospectus should be considered as speculative because of the inherent risks inmineral exploration. There are also inherent risks in the delineation of mineral reserves and in mineral production. Asummary of the key risk factors is set out in Section 4 of this Prospectus. Before submitting their Application, potentialinvestors should read this Prospectus in full and consult their professional advisers if they require further information onthe risks associated with investing in the Company.


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1.7 ln f shs

Applications must be for a minimum of 10,000 Shares ($2,000) and thereafter in multiples of 1,000 Shares ($200) and

can only be made by completing the Application Form attached to this Prospectus. The Company reserves the right toreject any Application or to allocate any investor fewer Shares than the number for which the Applicant has applied.

1.8 hW l

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

on the relevant Application Form accompanying this Prospectus; or

on a paper copy of the relevant electronic Application Form which accompanies the electronic version of this

Prospectus, both of which can be found at and can be downloaded from www.dorayminerals.com.au.

Application Forms must be accompanied by a personal cheque or a bank draft, payable in Australian dollars, for an

amount equal to the number of Shares for which the Applicant wishes to apply multiplied by the Offer Price of 20 cents

per Share. Cheques or bank drafts should be made payable to Doray Minerals Limited Share Account and crossed

Not Negotiable. No brokerage or stamp duty is payable by Applicants. The amount payable on Application will not

vary during the period of the Offer.

Applicants should ensure that cleared funds are available at the time the Application is lodged, as dishonoured

cheques will result in the Application being rejected. Application monies will be held in trust in a subscription account

established and controlled by the Company until the allotment of Shares has taken place.

Completed Application Forms should be delivered or posted to:

Doray Minerals Limited Share Issue

c/o Computershare Investor Services Pty Ltd

GPO Box D182

PERTH WA 6840

Application Forms must be received at the above address by no later than 5.00pm (WST) on the Closing Date.

Detailed instructions on how to complete paper Application Forms are set out on the reverse of those forms. Applicantsare not required to sign the Application Form. The Company reserves the right to reject any Application (including where

an Application Form has not been correctly completed) or allocate any person fewer Shares than that person applied

for, or vary the dates and times of the Offer without prior notice and independently of other parts of the Offer. Where

Applications are rejected or fewer Shares are allotted than applied for, surplus Application Money will be refunded. No

interest will be paid on any Application Money refunded.

1.9 lln nD llmn f shs

Subject to ASX granting approval for quotation of the Shares, the allotment of Shares will occur as soon as practicable

after the Offer closes. All Shares issued pursuant to the Offer will rank pari passu in all respects with the existing Shares

of the Company. Holding statements will be dispatched as required by ASX. It is the responsibility of Applicants to

determine their allocation prior to trading in Shares.

The Directors reserve the right to reject any Application or to allot a lesser number of Shares than subscribed for in anApplication Form. If the number of Shares allocated is less than that applied for, or no allotment is made, the surplus

Application Money will be promptly refunded to the Applicant without interest.

1.10 snsng Bk

Shaw Stockbroking Limited has agreed to act as Sponsoring Broker to the Offer. Details of the terms of appointment of

the Sponsoring Broker, including fees payable, are set out in Section 8.2 of this Prospectus.

1.11 Bkg nD hnDlng fs

Brokerage and/or handling fees on Applications will be payable by the Company to member rms of ASX or licensed

investment advisers on such Application Forms bearing their stamp and accepted by the Company.

1.12 sk xhng lsng

Application will be made to ASX within seven days after the date of this Prospectus for Quotation of the Shares issued

pursuant to this Prospectus. If approval for Quotation of the Shares is not granted within 3 months after the date of

this Prospectus, or such longer period as is permitted by the Corporations Act, all applications will be dealt with in

accordance with the Corporations Act.


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1.13 hss

The Company participates in the Clearing House Electronic Subregister System (CHESS), operated by ASXSettlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX, in accordance with the ListingRules and ASTC Settlement Rules.

Under this system, the Company will not issue certicates to investors in relation to their Shares. Instead, Shareholderswill receive a statement of their shareholdings in the Company.

If an investor is broker sponsored, ASTC will send them CHESS statements. The CHESS statements will set out thenumber of Shares allotted to each investor under this Prospectus, give details of the Shareholders holder identicationnumber (HIN) and give the participant identication number of the sponsor.

Alternatively, if an investor is registered on the issuer sponsored sub register, the statements will be dispatched by theShare Registrar and will contain the number of Shares allotted under this Prospectus and the Shareholders securityholder reference number (SRN).

A CHESS statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendarmonth during which the balance of their holding changes. A Shareholder may request a statement at any other time,

however a charge may be made for additional statements.

1.14 vss nvss

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would notbe lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia maybe restricted by law and persons who come into possession of this Prospectus should seek advice on and observe anysuch restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.Lodgement of a duly completed Application Form will be taken by the Company as constituting a representation thatthere has been no breach of such laws.

No action has been taken to register or qualify the Shares, or the Offer, or otherwise to permit a public offering of theShares, in any jurisdiction outside Australia.

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

1.15 v

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

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

If an Applicant becomes a Shareholder of the Company, the Corporations Act requires the Company to includeinformation about the Shareholder (name, address and details of the Shares held) in its public registers. Thisinformation must remain in the registers even if that person ceases to be a Shareholder of the Company. Informationcontained in the Companys registers is also used to facilitate distribution payments and corporate communications

(including the Companys nancial results, annual reports and other information that the Company may wish tocommunicate to its Shareholders) and compliance by the Company with legal and regulatory requirements. SuccessfulApplicants may request access to their personal information held by (or on behalf of) the Company by telephoning orwriting to the Company Secretary.

If you do not provide the information required on the Application Form, the Company may not be able to accept orprocess your Application.

1.16 n unDWng

The Offer is not underwritten.

1.17 xn

The Australian taxation consequences of any investment in Shares will depend upon an investors particularcircumstances. It is an obligation of investors to make their own enquiries concerning the taxation consequences of

an investment in the Company. If you are in doubt as to the course of action you should take, you should consult yourprofessional advisers.

To the maximum extent permitted by law, the Company, its ofcers and each of their respective advisors accept noliability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.


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1.18 DvDnD l

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

1.19 fnnl fss

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have areasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain.Accordingly, any forecast or projection information would contain such a broad range of potential outcomes andpossibilities that it is not possible to prepare a reliable best estimate forecast or projection.

1.20 nvs nqus

This document is important and should be read in its entirety. Persons in doubt as to the course of action to befollowed should consult their stockbroker, solicitor, accountant or other professional adviser without delay.

Additional copies of this Prospectus or further advice on how to complete the Application Form can be obtained fromthe Share Registrar by telephone on 1300 557 010.

Questions relating to the Offer can be directed to the Company by telephone on +61 (0)8 6468 0388.


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2. eriew o te opay ad roject

2.1 nDun

Doray Minerals Limited (Doray or the Company) is a dedicatedmineral explorer formed in August 2009 for the purpose of acquiring anddeveloping highly prospective mineral properties.

The Company is currently focussed on exploring for large economic golddeposits in Western and South Australia and has assembled a qualityportfolio of strategic exploration properties in anticipation of an improvinggold market.

2.2 mn BJvs nD sg

The Companys strategy is to use its considerable explorationexperience to identify, acquire and develop projects in areas of majorgold endowment with the potential to host signicant gold deposits. Onbehalf of its shareholders, Doray is aiming to both capitalise on improvedsentiment in the global gold market through the re-evaluation of areaspreviously identied during less favourable gold market conditions and toexpand out from known areas to seek new gold discoveries with the aimof increasing shareholder wealth.

All potential commercialisation options for the Companys assets willbe considered with the ultimate aim of creating and maximisingshareholder value.

2.3 xln Js

The initial focus for the Company is on two of Australias potentially most attractive but under explored gold provinces:the Murchison Region of Western Australia; and the Central Gawler Gold Province of South Australia. Historically,shallow surcial cover which masks the prospective bedrock geology in these areas has hindered explorers andprospectors. The latest technology and exploration techniques to overcome this hurdle will be utilised so these areascan be explored effectively.


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The Board has identied a number of prospects for immediate drill testing, along with a pipeline of exciting earlier stage

opportunities that will be evaluated systematically.

roject teret rea .

Weter traia

Meekatharra North 80% 87

Abbotts 80% 213

Mingah 80% 147

Magnet North 80% 165

Western Queen 80% 160

Lake Magenta 80% 162

sot traia

Nuckulla Hill 100% 640

Hicks 100% 150

Kingoonya 49% 147

Harris Bluff 49% 167

l 2,038

Dorays strategy is to secure large areas of highly prospective but ineffectively explored ground along major mineralised

structures and test them for high grade and protable gold deposits.

2.3.1 Wsn usl Js

The Murchison Region is host to numerous large gold deposits with signicant previous production and remaining

resources. Nearly all of the large gold deposits currently known in the Murchison were discovered through the re-evaluation of areas of historic gold mining activity from the late 1800s and early 1900s. Doray believes that the amount

of previous exploration outside of these known mining elds in areas of shallow soil cover is limited and that there is

potential for new discoveries under these covered areas.

Dorays Murchison portfolio comprises a number of projects previously explored by Western Mining Corporation (WMC)

in the mid to late 1990s. WMCs exploration strategy reected their aim of delineating a near-surface gold deposit larger

than any known gold deposit in the region. In most cases, only very widely-spaced rst pass (and occasionally follow-

up) shallow exploration drilling has been conducted.

Consistent with Dorays strategy, most of the current project tenements contain signicant areas of shallow surcial

soil cover which mask the prospective bedrock geology. This cover hindered early prospectors, however with the

application of modern exploration techniques the Company believes these areas can be efciently and cost effectively

explored for covered, previously unrecognisable gold deposits.

Although gold ore processing facilities and other infrastructure are established in the district, Dorays exploration focus

is not constrained by the economics of owning this currently under-utilised infrastructure, as was the case for other

companies in more recent times. The infrastructure may however potentially provide signicant operational benets in

the event of a major new discovery.

meeatarra nort

The Meekatharra North Project comprises a number of tenements covering 25km of strike of the Meekatharra

Greenstone Belt, east and north of Meekatharra. The project contains a number of gold prospects discovered by WMC

in the mid to late 1990s but which have seen little systematic gold exploration since this time. The most advanced of

these prospects is at Andy Well, where several parallel 2km zones of mineralisation are cross cut by northeast trending

structures with known gold intersections in shallow drilling but have been only sporadically tested with deeper bedrock

drilling.

At Andy Well Dorays aim is to delineate a signicant gold deposit. Upon listing, Doray intends to commence a

systematic programme of inll and deeper drilling at Andy Well with the aim to dene an oxide and/or primary gold

resource. The proposed programme involves initially closing the drill section spacing to 100m or less and ensuring that

mineralisation is uniformly tested to at a depth of at least 100m across the prospect area.


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bbott

The Abbotts Project covers 35km of strike of the highly prospective Abernethy Shear Zone which passes througheastern portion of the Abbotts Greenstone Belt, west of Meekatharra. The project contains a number of historic goldworkings and later gold prospects discovered by WMC in the mid-late 1990s. The Abernethy Shear Zone hostsmineralisation at a number of locations including Viking, Tornado, Airstrip, Abernethy South and Gascoyne Road. Themost advanced prospect is at Abernethy South, where a series of sub-horizontal, 2-4m thick zones of supergenegold mineralisation are associated with a mineralised tonalitic intrusive adjacent to the Abernethy Shear Zone. Mostprevious drilling has been shallower than 100m and none has effectively tested the potential for the bedrock sourceof the supergene mineralisation. Previous explorers have been unable to determine the orientation and size of themineralisation. Upon granting of the main Exploration Licence, Doray intends to commence a systematic campaign ofinll and deeper drilling focussed on determining the orientation of the main mineralised structures at Abernethy Southand dening an oxide and/or primary resource.


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mia

The Mingah Project covers most of the eastern limb of the Mingah Greenstone Belt, approximately 45km west of

Meekatharra. The prospective host rocks are almost completely covered by transported surcial soil cover over the40km of strike of a major shear zone interpreted from regional aeromagnetic data to most likely represent an extension

to the Big Bell Shear Zone.

Previous exploration has been limited to a few widely spaced geochemical RAB and auger sample traverses followed

up by similarly spaced rst pass vertical aircore drilling with some holes as shallow as 22m and therefore potential

remains at depth. Gold anomalism in basalt was associated with anomalous arsenic and a number of holes ended in

geochemically anomalous gold.

By comparison, the well-exposed western limb of the Mingah Greenstone Belt adjacent to Dorays current tenement

areas hosts a number of historic gold workings in the Chestereld project area at Margueritta. There is reason to

suspect that, with the added inuence of a major shear zone, the eastern limb represents an attractive target on this

basis systematic drill testing of this structure is therefore planned.

maet nort

The Magnet North Project comprises two Exploration Licence applications which cover approximately 47km of strike

of the Cuddingwarra Shear Zone immediately north of Mt Magnet. The northern half of the project area is covered by

Lake Austin and has been subject to only cursory exploration, despite numerous gold occurrences and historic drill

intersections such as the Busload of Faith and Lake prospects.

The southern half of the project has extensive colluvial cover over mac and ultramac rocks along with banded iron

formation. Gold mineralisation is known at the Blackmans Find prospect, within an excised Mining Lease, along with a

number of other prospects all of which are located to the south within Dorays tenement.

Weter qee

The Western Queen Project covers over 35km of strike of the Warda Warra Greenstone Belt, 75km northwest of

Mt Magnet. The project area has extensive sufcial soil cover and less than 50% outcrop. Mineralisation has been

identied at the high grade Western Queen (160,000oz production) and Western Queen South deposits, within excised

mining leases.

Previous exploration has focussed on the areas immediately surrounding the known deposits and, despite this, there

remains potential of repetitions of the steep south plunging mineralisation seen at Western Queen and Western Queen

South to the north and south within Dorays surrounding lease.

lae maeta

The Lake Magenta project covers the southern 17km of the mineralised Yandina Shear Zone, 100km west of

Ravensthorpe (20km northeast of Jerramungup) in the South Coastal region of WA and is on freehold farm land.

Wide-spaced reconnaissance drilling by Dominion Mining Limited identied widespread gold anomalism at a number

of prospects along the shear zone, coincident with a linear IP anomaly. The gold anomaly has not been sufcientlyexplained by bedrock drill testing. Upon granting, Doray will commence a programme of inll and deeper drilling with

the aim of dening an economic resource.

2.3.2 nl gWl Js, suh usl

Doray has a number of projects within the Central Gawler Gold Province in South Australia. The projects are located

on major mineralised structures along strike from historic and or recently discovered gold mineralisation and in areas

where the prospective bedrock is obscured by shallow surcial soil cover. The project areas are also prospective for

palaeochannel-hosted uranium mineralisation and iron oxide copper gold (IOCG) deposits.

The Central Gawler Gold Province is an arcuate belt of Proterozoic gold prospects, deposits and historic workings that

hug the western and southern margin of the Gawler Range Volcanics (GRV) in central South Australia. The Province

is associated with intrusion of Mesoproterozoic Hiltaba suite granitoids similar to those that host the well-known ironoxide copper-gold deposits in the region, but with a more reduced geochemistry resulting in pyrite-gold mineralisation

rather than haematite associated mineralisation (Ferris and Schwarz, 2003) 1.

1. Ferris, G., and Schwarz, M., 2003. Proterozoic Gold Province of the Central Gawler Craton. MESA Journal 30.


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nca hi

The Nuckulla Hill gold-silver project is located within the Yarlbrinda Shear Zone, approximately 50km south of the

Tunkillia deposit. The project covers 50km of strike of the shear zone, however less than 25% has been effectively

explored for gold and only minor systematic gold exploration work has been completed since the late 1990s. Prospectsidentied by previous explorers through calcrete geochemical sampling and subsequent shallow regolith drilling have

in most cases not been followed up with deeper drilling, with the exception of Myall, Bimba and Sheoak which contain

signicant gold mineralisation open at depth and along strike to the north and south.


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Doray intends to re-examine existing aeromagnetic survey data, conduct similarly detailed surveys north and south of

the existing survey with a view to dening other structural targets along the shear zone and conduct inll and deeper

drilling of these targets.

hic

The Hicks prospect is located within the Labyrinth Shear Zone roughly halfway between Kingoonya and Tarcoola.

Previous explorers dened a discrete calcrete gold geochemical anomaly along strike from historic workings at Lake

Labyrinth to the northwest and another gold prospect, KIN27, to the southeast. Initial drill testing of the anomaly

returned some encouraging gold results in the bedrock at the end of a number of holes and a 150m wide zone of gold

anomalism has been identied which is yet to be followed up.

kiooya

The Kingoonya project is located within the Labyrinth Shear Zone halfway between Glendambo and Kingoonya and

is characterised by signicant calcrete gold geochemical anomalies that have not been explained. Limited shallow

drilling by previous explorers in most cases failed to reach bedrock. More recently, a soil survey was conducted withsamples collected on north-south traverses analysed by the Enzyme Leach technique. Analysis of the results of this

survey indicate the presence of west-northwest-trending structures coincident with calcrete gold anomalism and linear

features interpreted from regional aeromagnetic data. Joint venture partner Mega Hindmarsh Pty Ltd is also exploring

for palaeochannel-related uranium mineralisation within the project area.

harri B

The Harris Bluff project is located on the Southern Margin of the Gawler Range Volcanics, 35km west of Iron Knob in

South Australia. Within the project area, Palaeoproterozoic Gneisses and granitoids of the Lincoln Complex are overlain

by upper Gawler Range Volcanics and associated Corunna Conglomerate, which are locally intruded by the important

Hiltaba Suite granitoids. The area is prospective for epithermal gold-silver, such as seen at nearby Parkinson Dam,

and Menninnie Dam-style Ag-Pb-Zn mineralisation. Joint venture partner Mega Hindmarsh Pty Ltd is also exploring for

unconformity-related uranium mineralisation within the project area.


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2.4 xln gmm nD BuDg

Following listing, Doray intends to commence a systematic drilling campaign with the aim of dening a resource at theAndy Well prospect as soon as possible. At the same time, the Company intends to undertake work to validate andconrm previous work over the Granite Well prospect within the Abbotts project.

In South Australia, Doray intends to compile all previous data for the Nuckulla Hill project including re-examination ofthe detailed aeromagnetic data own previously. Following this, the Company will commission collection of similar dataover the remaining 50% of the strike length of the Yarlbrinda Shear Zone followed by a structural interpretation of thecombined data in order to generate drill targets for testing.

The proposed budget for granted tenure for the rst two years is set out in the following table.

roject$4m aii $6m aii $8m aii

ear 1 ear 2 ear 1 ear 2 ear 1 ear 2

Weter traia

Meekatharra North 900,000 900,000 1,250,000 1,250,000 1,750,000 1,750,000

Abbotts 15,000 15,000 15,000 15,000 25,000 25,000

sot traia

Nuckulla Hill 85,000 85,000 250,000 250,000 250,000 250,000

l 1,000,000 1,000,000 1,515,000 1,515,000 2,025,000 2,025,000

wo ear ota 2,000,000 3,030,000 4,050,000

2.5 mn sn

The information in this section of the Prospectus that relates to Exploration Results, Mineral Resources, or Ore Reservesis based on information compiled by Heath Hellewell. Mr Hellewell has sufcient experience which is relevant to thestyle of mineralisation and type of deposit under consideration and to the activity which he is undertaking, and is amember of the Australian Institute of Geoscientists. This qualies Mr Hellewell as a Competent Person as dened in the

2004 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. MrHellewell consents to the inclusion of information in this section of the Prospectus based on his information in the formand context in which it appears.


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3. Director ad maaeet

Dorays Board combines extensive mineral project exploration and development experience for a range of commodities

world-wide with experience in managing private and public companies across several industry sectors.

nn-xuv hmn Brett fraer B.Bus, FCPA, FFin

Brett is a Certied Practising Accountant with in excess of 25 years experiencein the nance and securities industry. Brett has experience across the resource,nance, media, brewing, wine and health sectors. He has owned businessenterprises or held director and senior management positions in these industries.Currently Brett is the Chairman of Drake Resources Limited, Aura Energy Limitedand Blina Diamonds NL.

mngng D a keyBSc (Hons), Grad Cert Bus, FAAG

Allan has over 16 years experience in mineral exploration geology, geochemistryand project management throughout Australia and the Americas and previouslyheld senior exploration positions with WMC and Avoca Resources from itsinception in 2002.

Allan was directly involved in the targeting and early stage exploration of theGunbarrel and Collurabbie nickel projects for WMC and the Port Julia, Glenseaand Churchill Dam iron-oxide Cu-Au projects as well as a number of goldproperties in Australia, Alaska and Canada.

Allan is a Fellow and former Councillor of the Association of AppliedGeochemistry.

hnl D heat heewe BSc(Hons), MAIG

Heath has over 16 years experience in mineral exploration geology and projectmanagement in Australia, Africa, Philippines and Scandinavia including positionswith De Beers and Resolute Limited before joining Independence Group NLin 2000. Heath was part of the team at Independence prior to its initial publicoffering and was part of the exploration team that identied and pegged theTropicana area, leading to the discovery of the Tropicana Gold Deposit. Heathrose to the position of Exploration Manager at Independence Group and morerecently has been Exploration Manager at Goldsearch Limited.

nn xuv D/mn s

Jay stepeo MBA, FCPA, CMA, FCIS, MAICD

Jay has been involved in business development for over 20 years includingapproximately 16 years as Director, Chief Financial Ofcer and CompanySecretary for various listed and unlisted entities in resources, manufacturing,wine, hotels and property. He has been involved in business acquisitions,

mergers, initial public offerings, capital raisings, business restructuring as wellmanaging all areas of nance for companies.

Jay is currently a non-executive Director of Drake Resources Limited, StrategicMinerals Corporation NL, Atom Energy Limited and Aura Energy Limited aswell as Company Secretary for a number of ASX listed resource and industrialcompanies.


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4. i factor

4.1 nDun

The Shares offered under this Prospectus should be considered speculative because of the nature of the commercialactivities of the Company. Whilst the Directors recommend the Offer, potential investors should be aware that aninvestment in the Company involves risks, which may be higher than the risks associated with an investment in othercompanies.

There are numerous widespread risks associated with investing in any form of business and with investing in the sharemarket generally. There is also a range of specic risks associated with the Companys activities and its involvement inthe exploration industry. These risk factors are largely beyond the control of the Company and its Directors because ofthe nature of the proposed activities of the Company.

Persons considering whether or not to invest in the Company should read the whole of this Prospectus in order tofully appreciate such matters and the manner in which the Company intends to operate, before any decision is madeto apply for Shares. Prospective investors should consider whether the Shares offered are a suitable investment forthem having regard to their own personal investment objectives and nancial circumstances and the risk factors set out

below. If in any doubt, they should consult with their professional advisers before deciding whether to apply for Shares.The following, which is not exhaustive, identies some of the major risks associated with an investment in the Company,of which potential investors need to be aware before making a decision on whether or not to invest in the Shares.

4.2 gnl

General risks associated with investment in the Company may include:

uctuation of the price at which the Shares trade due to market factors;

price volatility of the Shares in response to factors such as:

additions or departures of key personnel;

litigation and legislative change;

press newspaper or other media reports; and

actual or anticipated variations in the Companys operating results.

4.3 xln

Exploration is inherently associated with risk. Notwithstanding the experience, knowledge and careful evaluation acompany brings to an exploration project there is no assurance that recoverable mineral resources will be identied.Even if identied, other factors such as technical difculties, geological conditions, adverse changes in governmentpolicy or legislation or lack of access to sufcient funding may mean that the resource is not economically recoverableor may otherwise preclude the Company from successfully exploiting the resource.

4.4 Dvlmn nD mnng

Possible future development of mining operations at any of the Companys projects is also subject to numerous risks.The Companys operations may be delayed or prevented as a result of weather conditions, mechanical difculties,

shortage of technical expertise or equipment. There may be difculties with obtaining government and/or third partyapprovals, operational difculties encountered with extraction and production activities, unexpected shortages orincrease in the price of consumables, plant and equipment, cost overruns or lack of access to required levels of funding.

If the Company commences production, its operations may be curtailed or disrupted by a number of risks beyond itscontrol such as environmental hazards, industrial accidents and disputes, technical failures, unusual or unexpectedgeological conditions, adverse weather conditions, res, explosions and other accidents.

The Companys operations may be adversely affected by higher than anticipated ore treatment costs, worse thananticipated metallurgical conditions, uctuations in metal prices or lack of availability of smelter capacity.

No assurance can be given that the Company will achieve commercial viability through development of any of its projects.

4.5 lmD ng xn nD ln n k snnl

While its Directors and management team have signicant experience in the mining exploration industry, the Company

has only very limited operating experience. If growth objectives are to be met, this will depend on the ability ofthe Directors and management to implement the current exploration strategies and to adapt, where necessary, toaccommodate and manage any unforeseen difculties. Initially, the Company will rely heavily on the experience of itsexisting management team and Directors. The loss of the services of certain personnel could have an adverse effect onthe Company and its activities.


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4.6 su smns

The exploration costs of the Company described in the Independent Geologists Report are based on certain

assumptions with respect to the method and timing of exploration. Resource estimates are inherently imprecise asthey are expressions of judgement at a particular time based on available information, interpreted using experience

and resource modelling techniques. The estimates, while made by qualied professionals, may change over time as

other information becomes available which differs from information known or predicted by past drilling, sampling and

geological interpretation. Estimates remain subject to change and no assurance can be given that the cost estimates

and the underlying assumptions will be realised in practice, which may materially and adversely affect the Companys

viability.

4.7 mmD nD un vll

Commodity prices are subject to inuencing factors beyond the control of the Company and can be subject to

signicant uctuations. Just some of these inuencing factors include:

world demand for particular commodities

the level of production costs in major commodity producing regions

expectations regarding ination, interest rates and US dollar exchange rates.

Any signicant and/or sustained uctuation in exchange rates or commodity prices could have a materially adverse

affect on the Companys operations and its nancial position.

4.8 nv l nD Bgnl hg

The Native Title Act 1993 (Cth) recognises certain rights of indigenous Australians over land where those rights have not

been extinguished. These rights, where they exist, may impact on the ability of the Company to carry out exploration or

obtain production Tenements. In applying for certain production Tenements, the Company must observe the provisions

of Native Title legislation (where applicable) and Aboriginal Heritage legislation which protects Aboriginal sites and

objects of signicance.

In certain circumstances the consent of registered Native Title claimants must be obtained prior to carrying out certain

activities on land to which their claim relates. It is possible that the conditions imposed by Native Title claimants on

such consent may be on terms unacceptable to the Company.

4.9 nu nD ss

Mining and exploration tenements are subject to periodic renewal. There is no guarantee that current or future

tenements or current or future applications for production tenements will be approved.

Tenements are subject to numerous State-specic legislation conditions. The renewal of the term of a granted tenement

is also subject to the discretion of the relevant Minister. Renewal conditions may include increased expenditure and

work commitments or compulsory relinquishment of areas of the tenements. The imposition of new conditions or the

inability to meet those conditions may adversely affect the operations, nancial position and/or performance of the

Company.

4.10 muls Wk Blgns

Tenements are subject to expenditure and work commitments which must be met in order to keep such tenements in

good standing. These commitments may be varied on application by the tenement holder but any such variation is at

the sole discretion of the Minister administering the relevant State mining legislation. If no variation is approved, and

there is failure to meet the commitments, this could lead to forfeiture of the tenement.

4.11 nvnmnl

The Project is subject to both the relevant State and also Commonwealth laws and regulations relating to environmental

matters. Should the Company proceed to development of one or more mines, it could be expected that such

developments would have numerous environmental impacts which would require various statutory approvals to be put

in place. There is no guarantee that such approvals would be granted. The Company intends to conduct its operationsin an environmentally responsible manner and in accordance with relevant legislation. However, the Company is unable

to predict the effect of future changes to environmental legislation or policy and the cost effect of such changes on its

operations and nancial position.


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4.12 shg f funDng

The funds raised by the Offer will be used to carry out work on the Companys projects as detailed in this Prospectus.If the Company incurs unexpected costs or is unable to generate sufcient operating income, further funding may berequired. The Company may require additional funding to carry out further exploration, undertake feasibility studies,develop mining operations and/or acquire new projects. Any additional nancing through share issues may diluteshareholdings acquired under this Prospectus. Debt nancing may not be available to support the scope and extent ofproposed developments. If available, it may impose restrictions on operating activities or anticipated expansion of theCompanys operations.

4.13 Jn vnus

The Company undertakes a number of its projects and may wish to undertake future projects through joint venturearrangements. Any joint ventures entered into by, or interests in joint ventures assigned to, the Company could beaffected by the failure or default of any of the joint venture participants.

4.14 unum

The Companys South Australian Projects involve exploration for uranium. Nuclear energy is in direct competition with

other more conventional sources of energy, which include gas, coal and hydro-electricity.

Furthermore, any potential growth of the nuclear power industry (with any potential attendant increase in the demandfor uranium) beyond its current level will depend on continued and increased acceptance of nuclear technology as ameans of generating electricity. The nuclear industry is currently subject to some negative public opinion owing topolitical, technological and environmental factors. This may have an adverse impact on the demand for uranium andincrease the regulation of uranium mining.

One of the arguments in favour of nuclear energy is its lower emissions of carbon dioxide per unit of power generatedcompared to coal and gas. Alternative energy systems such as wind or solar also have no or very low carbonemissions. However, to date these have not been cost-effective enough to be used for large scale base load power.Technology changes may occur that make alternative energy systems more efcient, reliable or cost-effective.

In addition, to the competition of energy sources, Uranium mining is subject to extensive regulation by State andFederal governments in relation to exploration, development, production, exports, taxes and royalties, labour standards,

occupational health, waste disposal, protection and rehabilitation of the environment, mine reclamation, mine safety,toxic and radioactive substances, native title and other matters. Compliance with such laws and regulations willincrease the time to obtain necessary regulatory approvals and increase costs of exploring, drilling, developing,constructing, operating and closing mines and other production facilities. There is also a risk that new rules andregulations are applied in a manner which could limit or curtail future production or development.

Uranium mining in South Australia is permitted but is subject to stricter control than is mining in general due toconcerns about the potential uses and physical characteristics of the end product and the need to comply withCommonwealth legislation, codes, international treaties, conventions and agreements. The South Australian StateGovernment allows the mining of uranium provided strict conditions are adhered to relating to the transport of uranium,spillage, control of radiation and radioactive material and having an approved radiation management program andradioactive waste management program in place and establishing an environmental management and monitoring planfor the protection, management and rehabilitation of the environment.

The Federal Government currently permits the mining and export of uranium under strict international agreements

designed to prevent nuclear proliferation. The export of uranium is tightly controlled by the Federal Governmentthrough its licensing process and Australian uranium can only be exported to those countries which undertake to use itfor peaceful purposes. The Federal Government cannot override State Government policy on this issue.


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5. depedet geooit eport

5(a) Wsn usln Js

Malcolm CastleConsulng Geologist

P.O. Box 473, South Perth, WA 6951

Phone: 08 9474 9351

Mobile: 04 1234 7511

Email: [email protected]

ABN: 84 274 218 871

27 October 2009

The Directors

Doray Minerals Limited

Dear Sirs,

Re:

INDEPENDENT GEOLOGISTS REPORT ON

GOLD PROPERTIES in WESTERN AUSTRALIA

I have been commissioned by Doray Minerals Limited (ACN 138 978 631) (Doray or the

Company) to provide an independent technical report on the Companys projects in

Western Australia. This report is to be included in a Prospectus to be lodged by the Company

with the Australian Securies and Investments Commission (ASIC),offering for subscripon

30,000,000 Shares at an issue price of 20 cents each to raise $6,000,000. The funds raised will

be used for the purpose of exploraon and evaluaon of the mineral properes held by The

Company.

The Propertes

The Meekatharra North Project consists of a number of tenements in the Meekatharra

Greenstone Belt, east and north of Meekatharra. Previous work discovered a number of

parallel 2km long zones of mineralisaon at the Wilber, Wendy and Bernie prospects at Andy

Well. The Abbos Project covers approximately 35km of strike of the eastern poron of the

Abbos Greenstone Belt, west of Meekatharra. Previous exploraon discovered numerous

zones of high grade mineralisaon over most of the strike length of the project including the

Abernethy South and Gascoyne Road prospects.

The Mingah Project covers approximately 40km of strike of the eastern poron of the

Mingah/Chesterfield Greenstone belt, 50km west of Meekatharra. The Magnet North project

covers approximately 50km of strike ofprospecve greenstone between the Hill 50 gold mine

and the Cuddingwarra gold deposits with a significant poron under Lake Ausn.


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The Western Queen Project covers approximately 35km of strike of the Warda Greenstone

belt, 75km NW of Mt Magnet. The Project surrounds but does not include two MLs over the

high grade Western Queen and Western Queen South gold deposits but includes the Trixieprospect.

The Lake Magenta project in the southern Yilgarn region covers the southern 17km of the

mineralised Yandina Shear Zone, 100km west of Ravensthorpe. Recent reconnaissance drilling

idenfied widespread gold anomalism.

Details in respect to the legal status and tenure of the tenements comprising the Projects

have not been considered in this report but are outlined in the Independent Solicitors Report

in Secon 7 of the Prospectus.

DECLARATIONS

Relevant codes and guidelines

This report has been prepared as a technical assessment in accordance with the Code for

Technical Assessment and Valuaon of Mineral and Petroleum Assets and Securies for

Independent Expert Reports (the VALMIN Code) , which is binding upon Members of the

Australasian Instute of Mining and Metallurgy (AusIMM) and the Australian Instute of

Geosciensts (AIG), as well as the rules and guidelines issued by the Australian Securies

and Investments Commission (ASIC) and the ASX Limited (ASX) which pertain to

Independent Expert Reports (Regulatory Guides RG111 and RG112).

Where mineral resources have been referred to in this report, the classificaons are

consistent with the Australasian Code for Reporng ofExploraon Results, Mineral Resources

and Ore Reserves (JORC Code), prepared by the Joint Ore Reserves Commiee of the

AusIMM, the AIG and the Minerals Council of Australia, effecve December 2004.

Under the definion provided by the ASX and in the VALMIN Code, these properes are

classified as exploraon projects, which are inherently speculave in nature. The properes

are considered to be sufficiently prospecve, subject to varying degrees of risk, to warrant

further exploraon and development of their economic potenal, consistent with the

exploraon and development programs proposed by the Company.

Sources of Informaton

The statements and opinion contained in this report are given in good faith and this review is

based on informaon provided by the tle holders, along with technical reports prepared by

consultants, previous tenements holders and other relevant published and unpublished data

for the area. I have endeavoured, by making all reasonable enquiries, to confirm the

authencity, accuracy and completeness of the technical data upon which this report is

based. A finaldra of this report was provided to the Company along with a wrien request

to idenfy any material errors or omissions prior to lodgement.

The independent technical report has been compiled based on informaon available up toand including the date of this report. Consent has been given for the distribuon of this report

in the form and context in which it appears. I have no reason to doubt the authencity or

substance of the informaon provided.


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Qualificatons and Experience

The person responsible for the preparaon of this report is:

Malcolm Castle, B.Sc.(Hons), GCertAppFin (Sec Inst), MAusIMM.

Malcolm Castle has over 40 years experience in exploraon geology and property

evaluaon, working for major companies for 20 years as an exploraon geologist. He

established a consulng company 20 years ago and specializes in exploraon

management, technical audit, due diligence and property valuaon at all stages of

development. He has wide experience in a number of commodies including gold,

base metals, iron ore and mineral sands. He has been responsible for project discovery

through to feasibility study in Australia, Fiji, Southern Africa and Indonesia and

technical Audits in many countries.

Mr Castle completed studies in Applied Geology with the University of New South

Wales in 1965 and has been awarded a B.Sc (Hons) degree. He has completed

postgraduate studies with the Securies Instute of Australia in 2001 and has been

awarded a Graduate Cerficate in Applied Finance and Investment in 2004.

Mr Castle is a Member of the Australasian Instute of Mining and Metallurgy

(AusIMM) and has the appropriate relevant qualificaons, experience, competence

and independence to be considered as an Expert and Competent Person the

Australian Valmin and JORC Codes, respecvely.

Independence

I am not, nor intend to be a director, officer or other direct employee of the Company and

have no material interest in the Projects or the Company. The relaonship with the Company

is solely one of professional associaon between client and independent consultant. The

review work and this report are prepared in return for professional fees based upon agreed

commercial rates and the payment of these fees is in no way conngent on the results of this

Report.

Yours faithfully

Malcolm Castle

B.Sc.(Hons), MAusIMM,

GCertAppFin (Sec Inst)


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1h muhsn gn Js1

gnl sng

The Murchison Province is the westernmost of three sub-provinces of the Archean Yilgarn Craton in Western Australiaand covers an area of approximately 95,000km2, of which less than 5% of geology is outcropping . The regional geologyis dominated by granite-greenstone terrain with a number of north and north-east trending greenstone belts of mac,felsic, ultramac and sedimentary rocks of the Murchison Supergroup. These greenstone belts are intruded by laterinternal granitioids and cross-cut by a series of major crustal-district scale structures which host much of the goldand other mineral deposits in the region.

The main populated areas in the region are the towns of Mt Magnet, Cue and Meekatharra, all located along the GreatNorthern Highway, which bisects the region and provides good all-weather access to most of Dorays projects.

Mineralisation Styles

Gold mineralisation is epigenetic, intimately associated with major faults and shear zones and hosted in a range of rocktypes including mac and felsic volcanics and intrusives, sediments, including Banded Iron Formation, and ultramacrocks. The Murchison is the second-most important gold mining region in Western Australia, in terms of production,

after the Eastern Goldelds. The north eastern Murchison has produced signicantly more gold than the south westernportion, even when the proportionately larger area of greenstone is taken into account.

Previous production at the major gold deposits in the Murchison include:

Big Bell 2.9 Moz

Meekatharra/Paddys Flat 3 Moz

Bluebird 3 Moz

Hill 50 2 Moz

Tuckabianna 1 Moz

Day Dawn 1 Moz

Cuddingwarra 1 MozApart from these larger deposits, there are number of smaller high-grade deposits and prospects in the Murchisonregion.

Exploration for other commodities has been relatively minor, but signicant base metal and iron ore deposits also existwithin the Murchison region, such as Golden Grove and Mt Gibson respectively.

mkh nh J

The Meekatharra North project includes two granted Exploration Licences and ve granted Prospecting Licences witha total area of 87 km2 in the Meekatharra Greenstone Belt north of Meekatharra, WA. The Meekatharra North project islocated immediately east and north of Meekatharra adjacent to the Great Northern Highway.

eeet grat Date piry Date rea (2)

E51/1217 22 Jan 2008 21 Jan 2013 63.00

E51/1218 22 Jan 2008 21 Jan 2013 15.00

P51/2573 21 May 2009 20 May 2013 1.92

P51/2574 21 May 2009 20 May 2013 1.83

P51/2575 21 May 2009 20 May 2013 1.72

P51/2576 21 May 2009 20 May 2013 1.82

P51/2577 21 May 2009 20 May 2013 1.59

Topography is generally at and access is therefore good via the Great Northern Highway and station tracks. Vegetationconsists of open mulga woodland and some Spinifex grass along with numerous alluvial channels and areas of

sheetwash.

The regional geology of the area consists of rocks of the Archaean Luke Creek Group and overlying Mt FarmerFormation. To the north of the project area, the younger Proterozoic rocks onlap the northern edge of the YilgarnCraton.


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Geological Setting

The project area as a whole covers poorly exposed portions of the north northeasterly trending Archaean Meekatharra-Wydgee Greenstone Belt, comprising a succession of metamorphosed mac to ultramac and felsic and sedimentaryrocks belonging to the Luke Creek and Mount Farmer Groups.

Over the northern extensions of the belt, sediments belonging to the Proterozoic Yerrida Basin unconformably overlieArchaean granite-greenstone terrain. Structurally, the belt takes the form of a syncline known as the Polelle syncline.Younger Archaean granitoids have intrusive contacts with the greenstone succession and have intersected severalzones particularly in the Side Well area.

The project covers approximately 25km of strike of greenstone belt consisting of metamorphosed mac andsedimentary rocks intruded by later felsic, mac and ultramac rocks. The project area is within the regional PollelSynform and exhibits upper-greenschist facies regional metamorphism. Outcrop is very limited within the project areaas a result of extensive lateritisation and later alluvial and sheetwash deposits.

In the Andy Well area, a largely concealed portion of the north northeasterly trending Greenstone Belt is dened, on thebasis of drilling and airborne magnetic data, to underlie the area over a maximum strike distance of some 15 kilometresand a width of up to 4 kilometres. At surface this area includes subcrops of weathered schistose sedimentary and felsic

rocks including quartz-sericite schist cut by quartz veins and metamorphosed porphyry. Narrow northerly trending andsteeply dipping Banded Iron Formation also crops out.

Supercial cover includes degraded laterite proles and ferruginised rubble and colluvium over areas of subduedrelief which grade in to sheetwash deposits 5 to 8 metres thick and alluvium in surrounding watercourses related tonorthwesterly owing tributaries to the Yalgar drainage system. Alluvial cover over the Yalgar drainage system rangesup to 30 metres thick overlying channel clays up to 100 metres thick.

The greenstone succession is tightly folded into a south plunging syncline and is cut by easterly trending Proterozoicdolerite dykes.

There is no rock exposure at the Side Well prospect. This area is covered by alluvium and lacustrine clays commonlyup to 60 metres thick. Interpretation of exploration drilling and magnetic data imply that the area is underlain by aportion of the Meekatharra-Wydgee Greenstone Belt.

Mineralisation

In general, the lower mac to ultramac units of the Meekatharra-Wydgee Greenstone Belt succession have historicallyproved to be the most prospective for gold mineralisation. Mineralisation consists of quartz-sericite-biotite-feldspar-sulphide mineral assemblages with pyrite being the main sulphide mineral.

Gold mineralisation exists within the project area at a number of prospects within a range of host rock lithologiesincluding ultramac, mac and felsic porphyry. Typical alteration assemblages associated with mineralisation are quartz-sericite-biotite-feldspar-sulphide with pyrite the predominant sulphide.

Gold mineralisation at Andy Well is associated with both brittle and ductile deformation sites and associated withultramac and felsic porphyry and altered mac schist.


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Generalised geology for Meekatharra North Project area.


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Project History and Previous Exploration

Extensive work programs were carried out by previous explorers over the Meekatharra North area including ultra-detailed 50m line-spaced aeromagnetic survey; Geological and regolith mapping; Lag and soil sampling and RAB, RC,aircore and limited diamond core drilling. This exploration resulted in the discovery of mineralisation at a number ofprospects, including, Wilber, Wendy, Sandra and Bernie. Signicant drill intersections included the following results.

ropect hoe ro o tera grade (/t)

Sandra MEKC294 22 34 12 1.01

MEKC295 54 56 2 0.79

MEKC295 60 62 2 1.10

Wilber MEKC62 86 88 2 7.10

MEKD285 106.55 107 0.45 24.00

MEKC63 52 68 6 2.18

MEKC63 82 92 10 7.20

MEKC7 44 48 4 7.72

MEKI125 32 64 32 0.26

MEKI131 36 55 19 2.86

including 40 44 4 9.20

Wendy MEKC19 104 106 2 5.90

MEKC27 78 104 26 0.69

MEKC51 34 36 2 0.71

MEKC44 26 28 2 1.01

Bernie MEKC14 20 22 2 1.00

MEKC14 34 40 6 0.82

A further limited program of 26 RC holes at Andy Well in 2000 was completed and the highest results of [email protected]/t(MNC19) and [email protected]/t (MNC23) at Wilber, which conrmed the intersection in the earlier MEKI131; and [email protected]/tEOH (MNC6) at Wendy, which extends the strike length of the mineralised zone at Wendy to 500m. Other holes in theprogram returned lower values of less than 0.5 g/t gold. Limited ground magnetic traverses were also completed.


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Andy Well prospect showing interpreted mineralised zones with existing drilling and number of holes >100m depth

(larger dots).


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Prospectivity and Proposed Future Work

The tenements of the Meekatharra North area represent those parts found to cover concealed gold mineralisation or toexhibit geochemical gold anomalism following extensive regolith drilling over the northern portion of the Meekatharra-Wydgee Greenstone Belt. Previous exploration has been aided by detailed airborne magnetic data but the lack of rockexposure and extensive transported cover has meant that exploration has largely been reliant upon successive phasesof regolith drilling to identify the targets of interest. This process of prospect discovery has now been broadly achieved.The next phase of exploration needs to focus in more detail on the prospects themselves and in particular to obtain abetter understanding of the structural controls and orientation of the known mineralisation.

The most advanced prospect is the Wilber prospect at Andy Well, where previous drilling has dened a zone of regolithand bedrock mineralisation over almost 2km of strike and 200m wide. Other holes in the program returned lowerresults with less that 1 g/t gold. The mineralisation occurs in strongly sulphidised quartz-biotite-chlorite altered macs(MEKC63 et al) and in oxidised felsic porphyry (MEKI131). The prospect is located on the western side of a mineralisedfelsic porphyry, which along with the mac sequence hosts the Wendy and Bernie prospects. Structurally this areais at the intersection of the main Meekatharra Shear Zone and a series of interpreted northwest and west northweststructures.

The Wendy prospect is dened by a 1.7km long zone of mineralisation intersected in previous drilling with widerintervals up to 36m hosted in altered mac rocks adjacent to the mineralised felsic porphyry. Other holes returnedlower values on average.

The southern 50% of the prospects at Andy Well have not been effectively tested, with holes as shallow as 10-15mdepth being the only previous drilling completed. In fact, only about 12% of all holes drilled at the Wilber prospect aredeeper than 100m. There exists potential for delineation of a signicant gold deposit in the order of a few hundreds ofmeters in length.

Other prospects requiring follow-up include Sandra and Side Well, all of which have had only cursory rst pass follow-up of the original regolith RAB drilling anomalies.

Upon listing, Doray intends to commence a systematic program of inll and deeper drilling at Andy Well with the aimto dene an oxide and/or primary gold resource. The program will initially involve closing the drill section spacing to

100m and ensure that mineralisation is uniformly tested to at a depth of at least 100m across the prospect area. This isconsidered appropriate at the current level of knowledge and encouragement.

The proposed budget proposed by Doray for the rst two years will be as follows:

ear 1 ear 2 ota

Drilling 900,000 900,000 1,800,000

Analysis 250,000 250,000 500,000

Geologist 100,000 100,000 200,000

TOTAL 1,250,000 1,250,000 2,500,000

BBs JLocation and Tenure

The Abbotts Project is located approximately 10km west of Meekatharra and includes two granted ProspectingLicences and one Exploration Licence application with a total area of 213 km2. The tenements cover over 30km ofstrike of the highly prospective Abernethy Shear Zone within the Abbotts-Cue Greenstone Belt which trends NNEthrough the project area.

Access to most of the project area is good via the Meekatharra Gascoyne Junction road and then various stationtracks. Vegetation cover is typical for most of the Murchison, low density mulga with underlying seasonal grasses. Thesouthern third of the project area is dominated by a broad alluvial system which masks underlying geology.

The project comprises the following tenements:

eeet stat grat Date piry Date rea (2)

E51/1334 Application 210.00

P51/2578 Granted 7 Sept 2009 6 Sept 2013 1.61

P51/2579 Granted 7 Sept 2009 6 Sept 2013 1.61


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Geological Setting

The Abbotts Greenstone Belt forms an asymmetrical, synformal succession of Archaean komatiitic and tholeiticvolcanics with interow sediments, overlain by felsic volcanics, epiclastic sediments including sulphidic black shales.Differentiated mac and ultramac sills intrude the succession. Later east-west trending Proterozoic dykes crosscut theentire Archaean sequence.

The Abbotts tenements cover portions of the southeastern ank of the Abbots Greenstone Belt. This belt is centred20 kilometres northwest of Meekatharra and is a north trending broadly elliptical structure some 40 kilometres long byup to 20 kilometres wide. Along its southeastern margin, the belt is attenuated in the southwesterly and northeasterlydirections by a zone of deformation near the contact with external granitoids, interpreted on the basis of magnetic datato be associated with the regionally signicant Abernethy Shear Zone that has been shown by drilling to be associatedwith gold mineralisation. Several strike slip faults are also present within the stratigraphy and may represent thenorthern extension of a major structure which passes through the Big Bell deposit.

The project covers almost the entire upper felsic/sediment package in the centre of the synform and the lower mac/ultramac sequence on the eastern limb of the folded Abbotts Greenstone Belt. The northeast trending AbernethyShear Zone sits roughly in the centre of the project area and continues for over 20km within the tenements and provides

a sheared bounding contact with granitoids to the east. Mineralisation is seen along most of its length, evidencedby several historic workings at the north east end (excised from the project area) and numerous signicant drillintersections by previous explorers as far south as the Gascoyne Road prospect, 15km to the southwest.

Mineralisation

Historically, gold occurrence in the Abbotts Greenstone Belt has been associated with quartz veining in metamorphosedsediments, volcaniclastics, komatiitic basalts and peridotites. The majority of the succession is highly cleaved and lineatedand several generations of fabric development are recognisable. The southeastern greenstone-granite margin probablyrepresents the surface trace of the Abernethy Shear Zone. Intense rock fabric development and quartz veiningassociated with tourmaline-green mica alteration represent other individual areas of high structural strain.

Mineralisation within the project area is associated with quartz veins in various rock types including sediments,volcaniclastics, macs and ultramacs, and has a spatial association with the northeast trending Abernethy Shear Zonewhich may represent the northern extension of a major structure which passes through the large Big Bell deposit.

Drilling has established that alluvial cover in the southwestern parts of the property is up to 30 metres thick. Theareas of transported cover are not clearly delineated from areas of residual cover. This has led to doubts as to theeffectiveness of previously completed surface geochemical sampling for drill target denition in some areas.


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General geology of the Abbotts Project showing gold occurrences.


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Project History and Previous Exploration

Exploration prior to 1991 focussed primarily on base metals and included mapping and aerial photo interpretation,surface geochemistry and geophysical surveys followed by drilling of various targets. Some gold exploration wascarried out in the excised areas in the northeast, and at least one phase of BLEG sampling was also carried out in thecurrent Doray tenements resulting in a broad anomaly in the area where the Kayak, Laser and Tornado prospects arenow located. Follow-up RAB drilling in these areas resulted in anomalous intersections with low order gold values.

From 1991 to 1998, the project area was explored by a broad rst-pass lag geochemical sampling program whichresulted in the identication of a number of gold anomalies: some were related to historic workings and base metalgossans, which were not explored further, but also a number of unexplained anomalies at Abernethy South, Viking,Laser, Kayak and Swallow which were subsequently followed up, initially by limited traverses of RC drilling along withground magnetic traverses.

In the following years, detailed ground magnetics, along with a detailed aeromagnetic survey (50m spaced E-W lines)was conducted, followed by aircore, RC and diamond drilling at a number of prospects including Abernethy South,Viking, Laser, Kayak, Swallow. Reconnaissance aircore drilling was also completed at other, more regional targetsincluding Granite Well, Airstrip, Gascoyne Road, Mermaid South End, Hornet, Schooner and Mistral.

The focus of most of the later drilling was at the Abernethy South prospect where, saprolitic anomalism was discoveredassociated with quartz veins within a tonalitic intrusive beneath 24m of colluvial cover. The mineralisation is locatedwithin the intrusion and on an adjacent faulted mac schist/black shale contact, interpreted to represent the AbernethyShear Zone. Ultimately geological compilation suggested the potential for an easterly dipping structure in contrastto previous interpretations on which much of the previous drilling was based, most drilling up to that stage had beendrilled dipping at 60 degrees towards the east. In 1996, a series of vertical aircore holes conrmed this hypothesisand outlined a zone of +1g/t mineralisation extending over 700m in strike length. Detailed follow-up drilling wasrecommended at this prospect, but was never completed. Aside from Abernethy South, follow-up RC and aircoredrilling was also recommended at Airstrip, Tornado and Viking, Granite Well, Gascoyne Road, Tornado and South End.

During 1999, a number of RC holes were drilled at Abernethy South, Airstrip and Viking. The drill holes at AbernethySouth were drilled with a 60 degree dip towards the north or south.

Prospectivity

Over the past decade, gold exploration has been focussed on drilling selected soil geochemical gold anomaliescoincident with magnetic anomalies or areas of magnetic discontinuity. The area of most intense activity has beenrelated to gold prospects mostly covered by transported overburden related to the concealed Abernethy Shear Zoneover a strike length of some 17.5 kilometres along the southwestern portion of the property on the eastern ank of theAbbotts Greenstone Belt.

Outcomes from previous drilling campaigns have led to the identication of many areas of previously unknownsupergene geochemical gold anomalism and sporadic gold mineralisation related to quartz veining associated withfelsic and mac intrusions and the Abernethy Shear Zone. To date, drilling has indicated gold mineralisation at depthsto 100 metres below surface and there

DRM Prospectus

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