Prospectus - Bounty Mining

1 Prospectus for an offer of up to 150,000,000 New Shares in Bounty Mining limited ACN 107 411 067 at $ per New Share to raise up to $4,500,000 Lead Manager and Corporate Adviser Novus Capital limited Legal Adviser McCullough Robertson ASX code: BNT 2 IMPORTANT INFORMATION About this Prospectus This Prospectus is issued by Bounty Mining limited ACN 107 411 067 (Company or Bounty ) and is an invitation to apply for New Shares under an issue of up to 150,000,000 New Shares at $ per New Share to raise up to $4,500,000.

2 Subject to applicable legal and regulatory requirements, the Board of Bounty reserves the right to determine the course of action should there be an under or over-subscription. As the Company is already a listed disclosing entity for the purposes of the Corporations Act (ASX:BNT), the Offer is not an initial public offer but a secondary offering. This Prospectus is dated 18 August 2014 and was lodged with ASIC and ASX on that date. No responsibility for the contents of this Prospectus is taken by ASIC, ASX or any of their officers.

3 This Prospectus is important and requires your immediate attention. It should be read in its entirety. You may wish to consult your professional adviser about its contents. No New Shares will be issued on the basis of this Prospectus later than the expiry date of this Prospectus , being the date 13 months after the date of this Prospectus . Investment decision Applicants should read this Prospectus in its entirety before deciding to apply for New Shares. This Prospectus does not take into account your individual investment objectives, financial situation or any of your particular needs.

4 You should seek independent legal, financial and taxation advice before making a decision whether to invest in the Company. Any investment carries risks. An outline of the key risks that apply to an investment in the Company is set out in section 5. Applicants are urged to consider section 5 of the Prospectus carefully before deciding to apply for New Shares. An investment in Bounty should be considered speculative. No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Prospectus .

5 Any information or representation not so contained or taken to be contained may not be relied on as having been authorised by the Company in connection with the Offer. Forward looking statements This Prospectus may contain forward looking statements. Forward looking statements are not based on historical facts, but are based on current expectations of future results or events. These forward looking statements are subject to risks, uncertainties and assumptions which could cause actual results or events to differ materially from the expectations described in such forward looking statements.

6 While the Directors believe that the expectations reflected in the forward looking statements in this Prospectus are reasonable, no assurance can be given that such expectations will prove to be correct. The risk factors set out in section 5, as well as other matters as yet not known to the Directors or not currently considered material by the Directors, may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements. Any forward looking statement contained in this Prospectus is qualified by this cautionary statement.

7 Electronic Prospectus An electronic version of this Prospectus (Electronic Prospectus ) can be downloaded from the website of the Company at The Offer or invitation to which the Electronic Prospectus relates is only available to persons receiving the Electronic Prospectus in Australia and New Zealand. The Company will send you a copy of the paper Prospectus and paper Application Form free of charge if you request these during the Offer period. If you download the Electronic Prospectus , please ensure that you have received the entire Prospectus accompanied by the Application Form.

8 The New Shares offered under the Offer to which the Electronic Prospectus relates will only be issued on receipt of a printed copy of the Application Form. Foreign selling restrictions No action has been taken to register or qualify the New Shares or the Offer in any jurisdiction outside Australia, New Zealand, the People s Republic of China and Hong Kong or otherwise to permit a public offering of the Shares outside Australia, New Zealand, the People s Republic of China and Hong Kong. The Prospectus does not constitute an offer or invitation in any jurisdiction where, or to any person to whom, the offer or invitation would be unlawful.

9 The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of those restrictions. Any failure to comply with the restrictions may constitute a violation of applicable securities laws. Warning statement for New Zealand investors pursuant to Regulation 13(d), (e) and (f) of the Securities (Mutual Recognition of Securities Offerings Australia) Regulations 2008 (SR2008/153) This Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law.

10 In Australia, this is Chapter 8 of the Corporations Act and Regulations. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings Australia) Regulations 2008. This Offer and the content of the Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act and Regulations set out how the Offer must be made. There are differences in how securities are regulated under Australian law.