1920 Bassari Prospectus Draft 2.indd - Bassari Resources

Broker to the Offer:
Lodge Corporate Pty Ltd
Bassari Resources Limited
ACN 123 939 042
Prospectus
For the offer of up to 48,000,000 ordinary shares at an
issue price of $0.25 per share to raise up to $12,000,000
This is an important document that you should read in its entirety.
If you do not understand it you should consult your professional advisor.
The shares offered by this Prospectus should be considered speculative.
1

Corporate Directory
Company
Bassari Resources Limited**
ACN 123 939 042
**The Bassari people are an African people living
in Senegal, Gambia, Guinea and Guinea-Bissau.
Directors
Clive Wright – Chairman (non-executive)
Andrew Smith – CEO (executive)
Jozsef Patarica (non-executive)
Aaron Treyvaud (non-executive)
Company Secretary
Andrew Smith
Offices:
Head Office - Australia
Level 26, 500 Collins Street
Melbourne, Vic 3000
Email: admin@bassari.com.au
Website: www.bassari.com.au
Ph: +61 3 9614 0600
Operating Office – Senegal
29 Cité Asecna, Derkle
Dakar
Ph: +221.33 8641030
Email: senegal@bassari.com.au
Registered Office
C/- I. Grant
Level 1, 323 Camberwell Road
Camberwell Victoria 3124
Ph. 03 9813 3599
Independent Accountant & Auditor
Ian Grant
Chartered Accountant
Level 1, 323 Camberwell Road
Camberwell Victoria 3124
Independent Consulting Geologists
RSG Global Pty Ltd
Ground floor
1162 Hay Street
West Perth WA 6005
Broker to the Offer:
Lodge Corporate Pty Ltd
Level 5, 60 Collins Street
Melbourne VIC 3000
Telephone: 03 9200 7000
Fax: 03 9200 7077
Share Registry
Link Market Services Limited
Level 9, 333 Collins Street
Melbourne VIC 3000
Telephone: 1300 558 249
Facsimile: 02 9287 0303
Proposed ASX Code
BRS
Website: www.bassari.com.au

CONTENTS
Investment Summary 2
Important Information 3
Chairman’s Letter 4
1. Investment Overview 6
2. Details of the Offer 9
3. The Company and its Business 13
4. Directors & Management 26
5. Corporate Governance & Risk Factors 30
6. Independent Geologist’s Report 36
7. Tenement Report 86
8. Independent Accountant’s Report 89
9. Material Agreements 105
10. Additional Information 110
11. Authorisation 118
12. Glossary 119
1

Investment Summary
I N I T I A L PUBLIC O F F E R
• Issuing 40 – 48 million shares at
$0.25 per share.
• Minimum raising $10,000,000.
• Maximum raising $12,000,000.
K E Y DAT E S
Opening Date 27/11/07
Closing Date 14/12/07
Expected Dispatch of
Allocation Statements 21/12/07
Quotation of Shares on ASX
expected to commence: 7/01/08
These dates are indicative only and may change
without notice.
R I S KS
Shares offered under this Prospectus are
considered speculative.
Exploration is at an early stage with a number
of risks specific to the Company as well as
general risks associated with mining and
investments in listed securities.
These and other risk areas are set out in
section 5 and you should carefully consider
these risk factors before making a decision to
invest.
This section is not intended to provide
full information for investors planning to
apply for Shares under this Prospectus.
You should read and consider this
Prospectus in its entirety.
2
H I G H L I G H T S
• World class target area hosting a number of
major gold producing deposits in immediate
vicinity (i.e. within approx. 60km).
• Substantial portfolio (1300km2+) of
contiguous gold permit areas centrally
located among other permit areas with
announced discoveries.
• In excess of $1.6 million expended by
Bassari on identification of initial targets.
• Numerous defined hard rock anomalous
drilling targets PLUS identified alluvial gold
areas.
• Experienced Management team “on the
ground” in Senegal.
• Senegal considered one of the most stable
democracies in Africa, with a “pro-mining”
government introducing a new mining code
in 2003 to encourage mineral exploration
and exploitation and offer security of tenure
and a variety of tax and duty concessions.

This Prospectus is dated 19 November 2007 and
was lodged with ASIC on that date.
Neither ASIC nor ASX takes any responsibility for
the contents of this Prospectus or the merits of
the investment to which this Prospectus relates.
No Shares will be issued on the basis of this
Prospectus later than 13 months after the date
of this Prospectus.
Within seven days after the date of this
Prospectus, the Company will apply to ASX for
admission to the Official List of ASX and for
the Shares offered by this Prospectus to be
admitted to quotation on ASX.
S P E C U L AT I V E I N V E S T M E N T
It is important that you read this Prospectus
carefully and in its entirety before deciding to
invest in the Company.
The Shares offered under this Prospectus are
considered speculative. There is no guarantee
that the Shares offered by this Prospectus
will make a return on the capital invested, that
dividends will be paid on the Shares or that there
will be an increase in the value of the Shares in
the future.
Potential investors should carefully consider
whether the Shares offered by this Prospectus
are an appropriate investment for them. In
particular, you should consider the risk factors
set out in Section 5 that could affect the financial
performance of the Company. You should
carefully consider these factors in light of your
personal circumstances (including financial and
taxation issues) and seek professional advice
from your legal, financial or other professional
adviser before deciding whether to invest.
R E S T R I C T I O N S O N T H E D I S T R I B U T I O N
O F T H I S P R O S P E C T U S
No Application Form which forms part of this
Prospectus should be made available to any
person unless it is attached to or provided with
a full copy of the Prospectus.
This Prospectus does not constitute an offer of
Shares in any place in which, or to any person
to whom, it would not be lawful to do so. The
distribution of this Prospectus in jurisdictions
outside Australia may be restricted by law
and any person into whose possession this
Prospectus comes (including nominees, trustees
and custodians) should seek advice on and
observe those restrictions. No action has been
taken to register this Prospectus or the Shares
offered by it or otherwise permit a public offering
of Shares in any jurisdiction outside Australia.
Important Information
E L E C T R O N I C P R O S P E C T U S
This Prospectus is available in a paper version
and in electronic form. The electronic version
can be found on the Company’s home page at
http://www.bassari.com.au from the beginning
of the Exposure Period until the Offer closes.
The Application Form will be made available
in electronic form after the expiration of the
Exposure Period.
The Offer constituted by this Prospectus in
electronic form is available only to persons
receiving this Prospectus in electronic form
within Australia. However, there is no facility to
process applications electronically.
If you wish to apply for the Shares offered by
this Prospectus, you may only do so by:
• completing and returning an Application Form
which is included in the paper version of this
Prospectus; or
• downloading the Prospectus and Application
Form in their entirety from the Company’s
internet address and completing and returning
the Application Form.
If you view an electronic copy of this
Prospectus, please ensure that you have
received the entire Prospectus accompanied
by the Application Form before applying for the
Shares offered by this Prospectus. If you have
not, please contact the Company.
E X P O S U R E PE R I O D
In accordance with Chapter 6D of the
Corporations Act, this Prospectus is subject to
an Exposure Period of seven days from the date
of lodgment with the ASIC. This period may be
extended by the ASIC for a further period of up to
seven days. The purpose of this Exposure Period
is to enable this Prospectus to be examined by
market participants prior to the raising of funds.
If this Prospectus is found deficient, Applications
received during the Exposure Period will be
dealt with in accordance with section 742 of the
Corporations Act. Applications received prior to
the expiration of the Exposure Period will not
be processed until after the Exposure Period.
No preference will be conferred on Applications
received during the Exposure Period and all
Applications received during the Exposure Period
will be treated as if they were simultaneously
received on the Opening Date.
Any person may obtain a hard copy of this
Prospectus free of charge by contacting the
Company by telephone on 03 9614 0600.
A B B R E V I AT I O N S
Defined terms and abbreviations used in this
Prospectus are explained in the Glossary in Section 12.
3

Chairman’s
Letter
Dear Investor
My fellow Directors and I are delighted to offer you this opportunity to invest in Bassari
Resources Limited, a company focused on mineral discoveries (predominantly gold) in the
West African country of Senegal.
We have selected Senegal primarily for what we believe is the great potential of its underexplored
Birimian greenstone gold belt which overlays into the bordering countries of Mali
and Guinea. The Bassari permits adjoin each other and cover an area of over 1,300 km2,
located in the Birimian belt. The permits are centrally located, and in close proximity to
recent discoveries of major gold deposits, including Sadiola (8.6 mill oz), Loulo (11.35 mill
oz), Yatela (1.38 mill oz) and Sabodala (2.74 mill oz). In addition to these proven deposits
other major exploration companies such as Oromin Explorations Ltd (a Canadian listed
miner), Randgold Inc. and Etruscan Resources Inc. have recently reported gold discoveries
in permit areas immediately to the north and east of the Bassari permit areas.
Significant exploration funds have been expended on our 3 gold permit areas by previous
exploration groups, such as the United Nations, the French Government (BRGM) and a
number of private exploration companies and by Bassari Resources Senegal S.A.R.L. (a
fully owned subsidiary of Bassari Resources Limited). The Bassari subsidiary has expended
in excess of $1.6 million on exploration of the permits over the last 20 months.
As a consequence of the exploration work, numerous gold anomalies and hard rock gold
drilling targets have been identified for drilling in 2008. In addition our permits contain
large alluvial gold fields presently worked by local artisinal miners (known locally as
Orpayeurs). Early preliminary evaluation indicated these areas have good prospects for
early development, as limited work indicated good grade, low overburden rates and are
metallurgically suited for production. In this regard we have identified an Australian alluvial
plant system developed by the Gekko company based in Ballarat, Victoria, which could be
ideal for use in the Senegal terrain.
Funds raised from the Prospectus will be primarily used for drilling of the hard rock
anomalies and sampling and proving up of the grade and extent of the alluvial gold fields to
justify production to establish an early cash flow for the Company.
The Bassari executive and consulting team has a wealth of experience and success
working in Senegal and West Africa and has an excellent working relationship with the
Mines Department and Government of Senegal. This working relationship, together with
the fact that Senegal prides itself on its democratically elected government and support
for international exploration groups in their mining activities in Senegal is encouraging.
Companies from Canada, South Africa, Australia, the UK and India have commenced major
exploration and development in recent times in Senegal.
The Board looks forward to you participating in this Offer and to welcoming you as a
shareholder in the company.
Yours faithfully
Clive A Wright
Chairman
4

Bassari Exploration Permits
1
2
3
4
5
6
7
8
Bassari Exploration Permits
Moura
Sambarabougou
Bounsankoba
5
Other Key Exploration Permits
Oromin Explorations Ltd (Sabodala)
Randgold & Exploration Company Ltd (3 Permits)
Mineral Deposits Ltd (Dembola Berola)
Mineral Deposits Ltd (Branson)
Mining Concession
8
4
Mineral Deposits Ltd (Sabodala)
5
5
7
3
2
6
1
5

1. Investment
Overview
This section is a summary only and is not intended to provide full details and
information on the Offer. Applicants should read this Prospectus in full to make an
informed investment decision.
CAPITAL STRUCTURE - see Section 2.2 for further detail
Existing Shareholders 1 . 48,107,222
IPO Offer @ 25c (minimum subscription) 40,000,000
IPO Offer @ 25c (maximum subscription) 48,000,000
Total Issued Shares (assuming min. subscription) 88,107,222
Total Issued Shares (assuming max. subscription) 96,107,222
Options 1,2. 10,000,000
1. Refer to section 10 for details of the escrow restrictions applicable to these Securities.
2. To acquire shares @ $0.30 expiring 31/12/2010. Refer to section 10 for terms attaching
to the Options.
1.1 I N V E S T M E N T H I G H L I G H T S
World Class Target Area
Bassari exploration permits fall within the Senegal Mali Greenstone Gold Belt of West
Africa. This Greenstone Belt already hosts major gold projects including Sadiola (8.6
million oz), Loulo (11.35 million oz), Yatela (1.38 million oz) and the emerging 2.74 million oz
Sabodala deposit of ASX listed Mineral Deposits Limited. In addition, various international
mining groups, including Oromin Explorations Ltd, Randgold & Exploration Company Ltd
and Etruscan Resources Inc. have announced gold discoveries in surrounding permit areas,
giving strong support to a positive view on the prospectivity of the area.
6

Substantial portfolio of well located permit areas
The Bassari permit areas total in excess of 1,300 km2 and are centrally located in the heart
of the Greenstone Belt. They are strategically located between the Sadiola deposit (60 kms
to the North East), the Loulo and Yalea deposits (10 kms to the South-East) and Mineral
Deposit Limited’s Sabodala mine (30 kms to the North-West)
Significant expenditure by Bassari Resources Senegal to date on initial exploration
has created a sound foundation for future exploration.
Approximately $1.6 million and much effort has been spent over the last 20 months on
the initial exploration program locating anomalies identified by previous United Nations
and French surveys, conducting sampling programs, identifying drill targets and reviewing
potential alluvial gold deposits located within the permit areas.
Identified numerous hard rock anomalies and alluvial gold workings.
Exploration to date has identified that the permit areas contain substantial alluvial gold
workings and defined hard rock exploration targets for drilling.
In addition, Bassari has identified numerous un-drilled geochemical and gold-in-soil
anomalies throughout the permit areas with one continuous anomalous zone of 50km
running through the adjoining Bassari permits of Bounsankoba and Sambarabougou.
Experienced team
Bassari has engaged an experienced consulting management team to run its Senegal
operations. The team, led in Senegal by Alex Mackenzie and Senegalese geologist Lamine
Diouf, has extensive knowledge of the West African gold fields with all the Company’s
consulting geologists having worked in the region for more than 20 years.
Members of the Board have extensive financial and commercial experience and / or
geological and operational experience operating in both Australia and overseas.
Government
The West African country of Senegal is recognised as one of Africa’s model democracies
with its established multi-party political system and tradition of civilian rule.
Security of Tenure
Senegal has, in recent years, enacted a new Mining Code designed to encourage mineral
exploration and development and to give mining companies tax incentives and security
of tenure.
1. 2 B A S S A R I ’ S O B J E C T I V E S
Bassari’s wholly owned subsidiary, Bassari Resources Senegal S.A.R.L. has entered into
three separate joint venture agreements to acquire a 70 % interest in three contiguous
permit areas located in Senegal – Moura (311.7km2), Sambarabougou (645.6km2) and
Bousankoba (375km2).
To date, Bassari Resources Senegal has expended around $1.6 million on initial exploration
programs locating anomalies identified by previous surveys conducted by the United
Nations and the French Government, conducting sampling programs, identifying drill
targets and reviewing a number of highly prospective alluvial gold deposits located within
the permit areas. The exploration work carried out by Bassari geologists has included:
• approximately 3,660m3 of trenching;
• assaying 49 artisinal pits;
• excavating 19 alluvial pits; and
• sampling and assaying of:
– 9,347 soil samples;
– 349 stream samples; and
– 516 vein samples.
In 2008, Bassari’s primary objective will be to further progress exploration and resource
definition within the permit areas in order to identify mineral (primarily gold) deposits, both
hard rock and alluvial, that meet commercial parameters of grade and tonnage needed for
profitable exploitation.
7

Additionally, the Company intends to pursue a detailed study of the main alluvial gold areas
to determine the economics of an alluvial mining operation and the benefits to achieving
the primary objective that would be derived from being able to become self supporting via
cash flow from the relatively quick establishment of an alluvial mining operation.
1. 3 P U R P O S E O F T H E O F F E R & P L A N N E D E X P E N D I T U R E
The purpose of the Offer is to raise funds to enable the Company to carry out exploration
and, if economically advantageous, alluvial development of the Moura, Sambarabougou
and Bousankoba gold permits in Senegal, West Africa, and to provide for expenses of
the Offer.
Pursuant to the Offer, Bassari is seeking to raise a minimum of $10,000,000 (with up to
a further $2,000,000 in allowable oversubscriptions). It is proposed that these funds be
used as follows:
Expenditure based on minimum raising Year 1 ($) Year 2 ($) Total ($)
Exploration Costs
Moura 957,000 1,171,000 2,128,000
Sambarabougou 967,000 1,323,000 2,290,000
Bounsankoba 895,000 959,000 1,854,000
Sub Total *2,819,000 *3,453,000 *6,272,000
Head Office Administration Costs 500,000 500,000 1,000,000
Issue Costs 590,000 - 590,000
Total Expenditure 3,909,000 3,953,000 7,862,000
Funds Raised by this Prospectus
(Min assumed) 10,000,000 - 10,000,000
Closing Balance of Funds 6,091,000 2,138,000 2,138,000
* For further detail on proposed exploration costs see the exploration budget summary in Section 3.5
The exploration expenditure is based on the planned program detailed in the section
“Independent Geologist’s Report”. This program may be modified as results are
progressively received and assessed. Any over or under expenditure in exploration work
will reduce or increase the amount available for working capital.
With oversubscriptions, the Company will have up to an additional $2,000,000 to
accelerate exploration or to advance an alluvial exploration and development program.
As part of the exploration budget, the Company intends to conduct a full feasibility study
assessing the feasibility of using a “Gekko” plant to process alluvial gold. If this proves
economic, the Company will utilise any additional cash and or reduce drilling programs in
order to commence alluvial production as soon as possible.
The Directors consider that the amount sought to be raised by this Offer will provide
enough working capital to carry out the stated objectives as set out in this Prospectus.
Depending on the Company’s exploration success, the economic feasibility of commencing
alluvial gold production and any new opportunities that may become available, the
Company may require further capital in the future to expedite growth.
8
Gekko Plant

2 .1 T H E O F F E R
This is an offer by Bassari at the Offer Price of $0.25 per Share to raise the Minimum
Subscription of $10 million and up to the Maximum Subscription of $12 million. The Offer
is not underwritten and no Shares will be allotted under the Offer until the Minimum
Subscription is achieved. If the Minimum Subscription for the Offer is not achieved within
four months after the date of this Prospectus, all Applications will be dealt with under
Section 724 of the Corporations Act.
2 . 2 C A P I TA L S T R U C T U R E
2.2.1 Pre-Offer Capital Structure
The Company has issued 48,107,222 Shares and 10,000,000 Options as follows:
• Vendors: 25,000,000 Shares to the Vendors of the shares in Bassari Resources
Senegal S.A.R.L, the company that is a party to the joint venture agreements relating
to the mining permits;
• Promoters: 4,000,000 Shares and 4,000,000 Options (convertible on a one for one basis
at 30 cents per Share) to Promoters;
• Seed Capitalists: the Company’s subsidiary and, subsequently, the Company raised
money to fund early exploration activities in two tranches from seed investors and has
issued a total of 19,107,220 Shares to those investors as follows:
– US$808,836 was raised from investors in June-August 2006. 14,091,220
Shares have been issued to those investors; and
– $627,000 was raised from investors in March 2007. 5,016,000 Shares
have been issued to those investors.
• two original subscriber Shares; and
2. Details of
the Offer
9

• 6,000,000 Options convertible on a one for one basis at 30 cents per Share as follows:
10
– Directors (vesting 12 months post quotation): 3,100,000; and
– Consultants (vesting upon quotation): 2,900,000.
Further details on the escrow arrangements applicable to these Shares and Options and
their terms are contained in Section 10.
2.2.2 Capital Structure – post Offer
The capital structure of the Company following completion of the Offer, net of capital
raising expenses is summarised below:
Offer ($10,000,000 raised)
Issued Share Capital Number of Shares % of Shares
Shares on issue at date of this Prospectus 1 48,107,222 54.6
Shares to be issued pursuant to this Prospectus 40,000,000 45.4
Total Shares on issue at close of Offer 88,107,222 100.0
Offer (with maximum $12,000,000 raised)
Issued Share Capital Number of Shares % of Shares
Shares on issue at date of this Prospectus 1 48,107,222 50.1
Shares to be issued pursuant to this Prospectus 48,000,000 49.9
Total Shares on issue at close of Offer 96,107,222 100.0
1. Refer to section 10 for details of the escrow restrictions applicable to these shares.
The Company has issued options to acquire shares, with an exercise price of 30c and an
expiry date of 31 December 2010. Refer to section 10 for terms attaching to the options.
Options Number of Options
Directors 3,100,000
Others 6,900,000
Total Options 10,000,000
Shares and the Unlisted Options on issue at the date of this Prospectus (Existing
Securities) will be subject to the restricted security provisions of the Listing Rules as a
condition of the Company’s application for admission to the Official List and Quotation of
its Shares. Accordingly, a proportion of the Existing Securities will be required to be held in
escrow for the period required by the Listing Rules and may not be transferred, assigned,
encumbered or otherwise disposed of during that period (see section 10 for further detail).
2 . 3 A P P L I C AT I O N S A N D A L L OT M E N T P O L I CY
Applications for shares must be made on the Application Form that accompanies this
Prospectus. You should read this Prospectus in full before deciding to complete and lodge
an Application Form. Applicants should also read the instructions on the Application Form
before applying for Shares.
Applications must be for a minimum of 8,000 Shares for an investment of $2,000.
Applicants may apply for any number of Shares in excess of that minimum, but only in
multiples of 4,000 Shares. To have their Applications considered as part of the Offer,
Applicants should post or deliver their completed Application Forms and Application Money

in accordance with the instructions on the Application Form.
Payment must be made by way of cheque or bank draft in Australian dollars drawn on
and payable to an Australian bank, and should be made payable to “Bassari Resources
Limited - Share Issue Account” and crossed “Not Negotiable”. Until the issue of Shares to
Applicants all application monies will be held by the Company in trust in the Share Issue
Account which will be established for the sole purpose of holding application monies.
For unsuccessful Applicants, Application Money will be refunded without interest.
In consideration for the Directors of the Company agreeing to consider an Application,
the relevant Applicant agrees, except if section 724 of the Corporations Act applies, that
the Application is a binding and irrevocable Application for the number of shares specified
in the Application Form which cannot be withdrawn unless the Applicant has a right to
withdraw under the Corporations Act or the Company consents. The Application Form
does not need to be signed to be a binding Application.
The acceptance of Applications and the allocation of Shares is at the discretion of the
Directors. Bassari reserves the right to allot to an Applicant a lesser number of Shares
than the number for which the Applicant applies or to reject an Application. If the number
of Shares allotted is less than the number applied for, surplus Application Money will be
refunded without interest.
2 . 4 N O N - R E S I D E N T A P P L I C A N T S
This Prospectus does not constitute an Offer or invitation in any place in which, or to any
person to whom, it would not be lawful to make such an Offer or extend such an invitation.
No action has been taken to register or qualify the Shares or the Offer or otherwise to
permit a public offering of the Shares in any jurisdiction outside Australia.
The distribution of this Prospectus in jurisdictions outside Australia may be restricted
by law and persons outside Australia who come into possession of this Prospectus
should seek advice on and observe any such restrictions. Any failure to comply with such
restrictions may constitute a violation of applicable securities law.
It is the responsibility of applicants outside Australia to obtain all necessary approvals for
the allotment and issue of Shares pursuant to this Prospectus. The return of a completed
Application Form will be taken by the Company to constitute a representation and warranty
by the applicant that all relevant approvals have been obtained.
2 . 5 A SX L I S T I N G
Application will be made to the ASX not later than seven days after the date of this
Prospectus for the Company to be admitted to the Official List and for all the Shares
to be granted Official Quotation by the ASX. If the ASX does not grant permission for
Official Quotation of the Shares within three months after the date of this Prospectus, or
any longer period permitted by the Corporations Act, all Applications will be dealt with in
accordance with section 724 of the Corporations Act.
The ASX takes no responsibility for the contents of this Prospectus, including any experts’
reports that it may contain. The fact that the ASX may admit the Company to the Official
List is not to be taken in any way as an indication by the ASX of the merits of the Company
or the Shares offered under this Prospectus.
2 . 6 C H E S S
The Company 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, the Company will operate an electronic issuer-sponsored sub register
and an electronic CHESS sub register. The two sub registers together will make up the
Company’s principal register of securities.
11

The Company 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 the Company which sets out the
number of Shares allotted to each investor under this Prospectus. For investors who elect
to hold their Shares on the CHESS sub register, the Company will, on allotment, issue an
advice to investors that sets out the number of Shares allotted to the investor under this
Prospectus and at the end of the month following the allotment, CHESS (acting on behalf
of the Company) will provide investors with a holding statement that confirms the number
of Shares allotted.
2 .7 P R I VACY
If you apply for Shares you will be asked to provide personal information to Bassari (and to
Bassari’s 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 the Company 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, the Company’s
agents, contractors and third party service providers (including mailing houses), ASX, ASIC
and other regulatory authorities.
2 . 8 TA X AT I O N
The taxation consequences of any investment in Shares will depend on the Applicant’s
particular circumstances. It is an obligation of the Applicant to make their own enquiries
concerning the taxation consequences of an investment in Bassari Resources. If you are
in doubt as to the course of action you should take, you should consult your professional
advisors.
2 . 9 S P O N S O R I N G B R O K E R
Lodge Corporate Pty Ltd has agreed to act as Broker to the Offer. Further details of the
agreement entered into by the Company are set out in the material contracts summary in
section 9.
2 .10 E N Q U I R I E S
Any questions concerning the Offer should in the first instance be directed to the Company
on 03 9614 0600 or to the Broker to the Offer, Lodge Corporate on 03 9200 7000.
12

3 .1 B AC KG R O U N D
Bassari is the sole owner of the Senegalese company, Bassari Resources Senegal
S.A.R.L., having acquired all the shares in that company on 30 October 2007 via the
Acquisition Agreement.
Bassari
Resources Ltd
100%
Bassari Resources
Senegal SARL
70%
70%
70%
3. The Company
and its Business
Permits
Moura
Sambarabougou
Bounsankoba
Prior to acquisition, Bassari Resources Senegal had entered into three joint venture
agreements to acquire a 70% interest in three large prospective adjoining gold exploration
permits in Senegal, West Africa and over a twenty month period had expended
approximately $1.6 million on exploration and evaluation work. This work concentrated on
previously identified gold anomalies with the aim of identifying hard rock drilling targets and
assessing the potential for early production of the extensive alluvial gold areas. The terms
of the Acquisition Agreement and the JV Agreements are summarised in section 9.
The three gold exploration permits comprise contiguous blocks covering an area in
excess of 1,300 km2 and are located within the highly prospective Birrimian Greenstone
belt that overlays the border between Senegal and Mali. The permit areas and the
proposed exploration projects are summarised in this section and described further in the
Independent Geologist’s Report in section 6 of this Prospectus.
30%
30%
30%
W.A.T.I.C.
Sengold Mining NL
Libah Investments Ltd
13

3 . 2 S E N E G A L – C O U N T RY P R O F I L E
3.2.1 Overview: Republic of Senegal
The Republic of Senegal is located on the western coast of Africa. It is bordered by the
Atlantic Ocean to the west, Mauritania to the north, Mali to the east, and Guinea and
Guinea-Bissau to the south.
Senegal gained independence from France in 1960. It has a democratic political culture,
and is regarded as one of the more successful post-colonial democratic transitions in Africa
and considered one of the most stable democracies in Africa.
The Senegal region lies within the Sahel, the semi-desert or savannah region that forms
a broad band across Africa between the Sahara desert to the north and the forested
countries to the south. The landscape is generally made up of low, rolling plains rising to
foothills in the southeast. The climate is tropical with a hot and humid wet season (May
– October) and a dry season (November – April) dominated by hot Harmattan winds.
3.2.2 Economy
Senegal’s economy is based on primary sector activities (agricultural crops and fishing);
secondary industrial activities (such as food processing, phosphate mining, downstream
petroleum products and tourism); and services. The estimated 2006 GDP breakdown by
sector is agriculture – 18.3%, industry – 19.2% and services – 62.5%. The primary sector,
which accounts for approximately one-fifth of GDP, remains the core of the economy
supporting almost three quarters of the economically active population and is the largest
source of foreign exchange income.
14

Key Facts
Full Name: Republic of Senegal
Area 196,196 km2
Population: 11.6m (2005 UN estimate)
Capital: Dakar (2.1m 2005 UN est)
Language: French (official), Wolof, Pular,
Jola, Mandinka
Religion: 94% Muslim. Christianity (5%) and
indigenous African religions (1%)
also practised.
Life Expectancy: 54yrs (men), 57 yrs (women)
Currency: Communaute Financiere Africaine CFA franc.
Fixed exchange rates to the Euro:
1 euro= 655.957CFA francs
GDP (PPP): US$22.01 billion (2006 est.)
GDP (official exchange rate) US$10.8 billion (2006 est.)
GDP Growth Rate 4.9% (2006 est.)
GDP per capita (PPP) US$1,800 (2006 est.)
Labour Force: 4.75million (2006 est.)
Unemployment Rate: 48% (2001 est.)
Inflation Rate: 2.0% (2006 est.)
Main Economic Sectors: Agricultural products, fish processing,
phosphate mining, fertilizer production.
Main Exports: Fish, groundnuts, petroleum products,
phosphates, cotton.
Main Trade Partners: Mali, the EU (France, Spain and Italy) and India.
Major Political Parties: The two largest parties are the ruling
Senegalese Democratic Party and the
Socialist Party.
Head of State: President Abdoulaye Wade
Prime Minister / Premier Cheikh Hadjibou Soumare
Economic Indicators sourced from CIA World Factbook.
3.2.3 Macroeconomic Policy
In January 1994, Senegal undertook an ambitious economic reform program with the
support of the international donor community. This reform began with a 50% devaluation
of Senegal’s currency, the CFA franc, which was linked at a fixed rate to the French franc.
Government price controls and subsidies have been steadily dismantled. After seeing its
economy contract by 2.1% in 1993, Senegal made an important economic turn around with
real growth in GDP averaging over 5% annually during 1995-2006. As a member of the
West African Economic and Monetary Union (WAEMU), Senegal is working toward greater
regional integration with a unified external tariff and a more stable monetary policy.
The government’s economic policies continue to concentrate on large scale infrastructure
projects, including a planned second international airport near Dakar. The country runs
a successful airline (Air Senegal) in partnership with the Moroccan national airline.
Telecommunications is another dynamic sector.
15

3.2.4 Politics and the Legal System
Senegal is a stable and democratic republic under multi-party rule based on the French
civil law system. For this reason the country is the location of choice of many foreign
embassies and international banks as the headquarters for the West African region.
After independence in 1960, Senegal’s Socialist party ruled for 40 years. That era came to
a peaceful end in 2000 and was hailed as a rare democratic power transfer on a continent
plagued by coups, conflict and election fraud. The current Chief of State, President
Abdoulaye Wade, was elected in 2000 and re-elected in 2007. The President appoints the
Head of Government, with the current Prime Minister being Cheikh Hadjibou Soumare.
The Senegal Mines Department is headed by Minister Maitre Madicke Niang and is
supported by the Director of Mines & Geology, Dr Moussa Sylla.
Senegal’s unicameral National Assembly has 120 members elected separately from the
president. An independent judiciary also exists. The nation’s highest courts that deal with
business issues are the Constitutional Council and the Court of Justice.
3.2.5 Mineral Policy and Legislation
Senegal’s government is considered “pro-mining” with increased mining activity likely as
the government is targeting the natural resource sector as a means of attracting foreign
investment. A new Mining Code was passed in November 2003 which is based on French
precedents, with mining tenure secured after granting of a permit and execution of a
convention agreement by the government.
An exploration permit is granted for an initial period of three years and can be renewed
twice. During the exploration phase, the permit holder is exempt from the sales tax and
duties on imported equipment and supplies necessary for exploration activities, as well as
on fuel used for operation of fixed installations.
Under the Mining Code, if an economical deposit (proven by a feasibility study) is found,
an exploitation permit (seven years) or a mining concession for major projects (up to 25
years) is granted. As part of the grant, the permit holder must enter into a new contract
with the government; which regulates the relationship between the two parties during the
mining phase. The Code provides benefits such as a minimum seven year exemption from
company tax for holders of a Mining Concession.
3 . 3 G E O L O GY & PE R M I T LO C AT I O N S
3.3.1 Location
Bassari’s 3 permits cover a large area of approximately 1,300 sq km and abut each other in
a central location in the highly prospective Birrimian Greenstone belt of the Senegal/Mali
border belt.
The Moura, Sambarabougou and Bounsankoba permits are located in the Tambacounda
region of South Eastern Senegal some 770kms from the capital city of Dakar, and
approximately 70km north east of the town of Kedougou. The north eastern boundary of the
Moura permit is along a portion of the Faleme River which forms the boundary with Mali.
Access from Dakar to Kedougou (700kms) is good on sealed roads with only the last
70kms from Kedougou to the permits on unsealed roads.
16

Ke d o u g o u - Ke n i e b a I n l i e r, h o s t t o m u l t i p l e p l u s m i l l i o n o u n c e g o l d d e p o s i t s
The permit areas are located within close proximity of other major gold deposits in the
area, namely:
Approx. Resource size (Moz) Approx. Distance (km)
• Sadiola Hill 8.60 60 NE
(Mali’s largest producing mine)
• Loulo (Mali) 11.35 20 SE
• Yatela (Mali) 1.38 70 NE
• Sabodala (Senegal - operated by ASX 2.74 30 NW
listed company Mineral Deposits Ltd)
Other companies exploring and developing projects in the region include AXMIN Inc.,
Harmony Gold Mining Company, Randgold & Exploration Company Ltd and Oromin
Explorations Ltd.
17

3.3.2 Physiography
Terrain in Bassari’s permits is undulating with numerous minor hills capped with Ferricrete
(duricrust) or caused by resistant quartz vein swarms. On the Sambarabougou Permit,
minor granite outcrops also occur with a prominent dolerite filled east-west shear zone.
Vegetation is typical Savannah grassland which affords good access during the dry season
of October to July. The monsoonal rains from July to September cause grass to grow
extremely high and very dense, thus hindering access and exploration in this three-month
period.
3.3.3 Geology – West Africa
West Africa features a wide variety of geological terrains with a complicated geological
history. The map below outlines the major geological ‘provinces’ of West Africa, including
the West African Craton, which contains all of the West African Greenstone Belts. These
Greenstone Belts are host to numerous world class deposits of gold and base metals, and
are therefore the primary targets for exploration.
The region features a West African Craton of older Precambrian rocks surrounded by
younger Precambrian and Phanerozoic units. The southern part of this craton is now
generally referred to as the Man Shield.
The oldest Precambrian rocks are Archean in age (>2500 Ma) and appear to be limited to
a core zone along the coastal region extending from western Côte d’Ivoire through Liberia,
Sierra Leone and into southern Guinea.
The most extensive units of the Man Shield are the Paleoproterozoic metasediments,
metavolcanics and associated intrusive complexes that are exposed and cover much of
Ghana, Côte d’Ivoire, Burkina Faso and into southern Mali, northern Guinea and the SW
corner of Niger. Inliers in eastern Senegal and western Mali confirm that Paleoproterozoic
units probably underlie large areas in northern Burkina Faso and Mali where they are
covered by unmetamorphosed Infracambrian-Paleozoic sediments.
3.3.4 Regional Geology
The permits are located within the Paleoproterozoic Age Birimian volcanic-sedimentary
sequences or rocks known as the Kedougou- Kenieba Inilier and within Birimian
Supergroup metasedimentary sequence and intrusive granitoids of the Diale Series. The
Diale Series rocks comprise schists and phyllites derived from the metamorphism of
greywackes and argillaceous sediments.
18
Bassari
Projects

The Paleoproterozoic metasediments, volcanics and related intrusives are extremely
important as they host the vast majority of the substantial gold resources and manganese
deposits of the region.
The most important Paleoproterozoic units are extensive sediments and volcanics, which
are generally referred to as the Birimian Supergroup. The Birimian rocks are very widely
distributed throughout a large part of West Africa.
The Birimian Supergroup throughout the region consists of narrow ‘greenstone’ (volcanic)
belts, which can be traced for hundreds of kilometres along strike but are usually only 20-
60km wide and they are separated by wider basis of mainly marine clastic sediments which
appear to grade laterally into finer grained, more distal units towards the basins where they
are commonly interbedded with basic clastics (wackes and argillites). Extensional tectonics
led to rift valley (graben) formations and the extrusion of predominantly basic volcanics.
Continued graben subsidence and horst erosion led to the sedimentary deposition of
greywackes, argillites, conglomerates and other sediments, with a corresponding decrease
in volcanism.
Although there is considerably heterogeneity in the extent and styles of deformation in
many areas, most of the structural elements have common features which are compatible
with a single, extended and progressive phase of regional deformation involving substantial
NW-SE compression. This extended period of compression results in early stage N-S
sinistral (left-lateral) faults of regional extent and later stage dextral (right lateral) faults
oriented approximately NE-SW. A considerable amount of thrusting with a SE convergence
was localised along the margins of the major volcanic belts. This is well displayed on the
NW margin of the Ashanti Belt in Ghana.
The metamorphism, deformation and extensive intrusive activity are all part of the
Eburnean thermo tectonic event (or orogenic cycle), which produced mountain belts.
The Eburnean orogenic event appears to have affected virtually all of the Paleoproterozoic
units in West Africa.
Later compressional tectonic from the NW effected by the Eburnean Orogeny resulted
in further folding of the sequences and to the widespread development of syntectonic
granitoid intrusions along the margins of the highly deformed, supracrustal belts.
The tectonically induced supracrustal belts appear to have served as fluid conduits for
mineralisation with deposition concentrated within these belts, often along associated
secondary-order structures.
These granitoid intrusions are suspected to have been the “heat engines” which mobilised
deep seated magmatic mineralised fluids which intruded through favourable shear zones to
form localised late stage mineralised deposits within the Kedougou – Kenieba Inlier.
3 . 4 P R O J E C T S
The Bassari permit areas have been subject to significant exploration. Numerous gold
anomalies and drilling targets have been identified which the Company believes can be
brought rapidly into drill ready status. In addition a number of highly prospective alluvial
gold deposits exist on all three permit areas and a study has commenced to determine the
economics of an alluvial mining operation using the Gekko alluvial plant system designed in
Australia.
Permits are granted by the government for a period of 3 years and may be renewed for
two further periods of 3 years. As noted in sections 3.4.2 and 7, an application for renewal
of the Sambarabougou permit has been submitted. The Company has been notified by
its joint venture partner that the renewal has been approved and signed by the Senegal
Minister for Mines and that the permit is in the process of registration with the relevant
government department. The Company and its joint venture partner are also in the process
of preparing the relevant application for renewal of the Moura permit next year. The status
of the 3 permit areas is summarised in the Tenement report in section 7.
19

3.4.1 Moura
The Moura permit covers a very prospective area of the Diale series of the Birrimian Belt
along the structural shear zone contiguous with the large Sadiola gold operations in Mali –
approximately 60km along the Senegal Mali Shear Zone (SMSZ). Moura has been subject
to exploration by the United Nations, the French government (BRGM) and a number of
private mining groups, including Bassari Resources, Senegal. BRGM had identified 31 gold
anomalies for follow up exploration. All of these anomalies have been located by Bassari
Resources Senegal and a detailed sampling program is underway. Infill sampling by Bassari
Resources Senegal geologists has identified at least 3 extensive NE-SW anomalous zones,
centred around Benajiggi (4 km long). Konkoutou (4km long) and Yorova (1.5km long and
open to the north).
Gold mineralisation in the Moura area is concentrated in brittle-ductile strike-slip faults,
and is closely associated with alteration and brittle-ductile deformation of late shearing
which accommodate regional shortening. The orientation and associated sense of such
structures suggest that they are spatially controlled by a NNE-SSW trending strike slip fault
system formed during the late deformational phase.
Bassari geologist have targeted two main hard rock target areas within Moura being
Konkoutoard Bennajiggi (see map of Moura below).
20
Moura Permit highlighting key gold prospect
areas: Konkoutou and Bennajiggi

The following table summarises the best trench and pit intersections for the Konkouto and
Benajiggi prospects (Moura permit area). Further detail is contained in the Independent
Geologists report in Section 6.
Konkouto Prospect – best Trench & Pit intersections
Trench / Pit ID Northing From To Width (m) Grade (g/t Au)
06KOTR001 1464050 84 90 6 1.15
“ “ 86 87.6 1.6 4.53
“ “ 88.3 90 1.7 5.24
“ “ 88 90 2 83.01
06KOTR003 1464183 24 26 2 2.71
Northing Easting Depth Grade (g/t Au)
06KOPT001 1464167 214816 8.480
06KOPT002 1464185 214824 8.228
Profile ID Northing Easting Easting Strike Qtz vein Av
(From) (From) Length (m) Grade (g/t Au)
Profile 1 1464244.1 214703.9 214837.7 133.8 8.797
Profile 2 1464185.3 214684.8 214842.6 157.8 5.203
Profile 3 1464025.9 215112.9 215190.8 77.9 6.125
Profile 4 1463971.1 215134.6 215198.2 63.6 4.690
Profile 5 1464058.0 215043.8 215080.8 37.0 5.562
At the Konkoutou prospect, within the Moura Permit, the UNDP geologists reported that
they excavated a total volume of 1465 m3 and drilled 86.9 metres of diamond drill core in 2
holes. Their trenches discovered 10 small isolated auriferous zones. Follow up sampling by
Bassari geologists has confirmed the prospectivity of the area.
Bassari’s geologists geologically logged and sampled 49 pits. All of the pits exposed
quartz veins and quartz stock works. The abundance of pits allowed profiles to be selected
and constructed in 5 lines across the Konkoutou Hill and valleys to the east and west.
Significant gold mineralisation was located in all 5 pit profiles. Results of the 5 profiles are
noted in the table above under the column heading “Profile ID”.
From the results of the Konkoutou pit profiles and trenches, the mineralised zones
suggest that there could be three composite shear zones developed within the Konkoutou
prospect. This zone will be a priority drilling target for Bassari.
The Bennajiggi Prospect (approx 2 km) from Konkoutou comprises a low hill made up of
shattered, brecciated massive milky quartz veins. The result of the mineralisation in two
pits and two trenches are in the table below.
21

Bennajiggi Prospect – best trench and pit intersections:
Trench/Pit ID Northing From To Width (m) Grade (g/t Au)
06BETR001 1465897 24 26 2 0.999
22
1465897 54 62 8 4.334
Incl. 58 60 2 2m@12.080
06BETR001 1465994 54 55 1 2.670
1465994 56 57 1 1.650
1465994 58 59 1 4.920
Trench/Pit ID Northing Easting Qtz vein Av Grade (g/t Au)
06BEOT001 1465547.3 214594.5 2.977
06BEPT002 1465707.1 214693.1 20.570
At the Benajiggi prospect, within the Moura Permit, UNDP geologists reported that they
had drilled 2 diamond holes to depths of 70.5 metres and 45.5 metres respectively and
excavated a total of 2,295 m3 of trenches. The best results from trenching work (quartz
vein channels) were 75 g/t and 110 g/t over widths of 0.5 metres. These high grade results
have been reconfirmed by Bassari geologists. The best results for mineralised stock works
were 12.0 metres @ 3.86 g/t and 4.0 metres @ 6.89 g/t indicating the prospectivity of the
Moura permit. Russian geologists of the UNDP team also reported that they considered
the Moura area and the Douta Area (part of Bassari’s Sambarabougou permit) the most
prospective in Senegal for gold next to Sabodala. Sabodala has already been defined by
Mineral Deposits Limited of Australia as a gold resource of nearly 3 million ounces.
A further 3 anomalous shear zones have also been discovered by Bassari geologists in the
Moura permit which warrant major exploration work. With 5 significant targets identified
plus numerous other anomalies confirmed, Moura is considered a highly prospective
permit for detailed and extensive exploration over the next 12 months.
Prospective gold mineralisation is also associated with alluvial workings in well developed
drainage systems around Konkoutou, Mourako and in the east near the Faleme River
at Bouton-Wassangara. Further alluvial workings are evident in the north Douta and
Sambarabougou areas, south of Moura. Inspection of gold from the alluvial workings
revealed that the gold is angular and locally derived. Some of the gold particles observed
were up to one cm in size (nuggets) and accordingly warrants detailed follow-up
exploration work. These areas will be sampled and evaluated by Bassari geologists in 2008.
3.4.2 Sambarabougou
The Sambarabougou Permit has recently come up for renewal and application has been
made for renewal for a second three year term. The Company has been notified by its joint
venture partner that the renewal has been approved and signed by the Senegal Minister
for Mines and that the permit is in the process of registration with the relevant government
department.
This Permit is located within the Palaeoproterozoic Birimian volcano-sedimentary
sequences and the intrusives of the Dialé Series. The Dialé Series lithologies commonly
comprise chlorite-sericite schists and phyllites derived from the metamorphism of
greywackes and argillaceous sediments. The south eastern portion of the permit is
underlain by the Eburnean Saraya Granite.
The Sambarabougou permit adjoins the Moura permit to the N-W. Three anomalous shear
zones have been identified by Bassari geologists. One major East-West structure runs
through the Moura and Sambarabougou permit and through the major gold projects of
Loulo/Yalea (combined 11.35 million ounces) onto Sitakili (a newly discovered porphyry
gold deposit in the east). To the north-west this structure continues through to the

Previous exploration was carried out by HGMC (Hansa Geomin Consult) of Germany and
from 1996 to 1998 they conducted the following exploration work:
Sabodala permit just south of the Sabodala gold deposit. This structure is deemed highly
prospective by Bassari geologists who have commenced a sampling program to define
drilling targets. Limited assays to date have shown this E-W shear zone to be anomalous
which warrants detailed sampling and exploration.
Sambarabougou also contains the major alluvial gold area of Douta as well as numerous
other alluvial areas being mined by local miners (orpayeurs). Most of these stream
sediment areas are located along the western margin of the permit, about 30 km in length.
The potential for larger alluvial resources at the Douta Prospect is considerable as the
primary catchment area known to be mineralised is at least 5 km long, and the entire widths
of the drainages (up to 300m) have yet to be fully assessed. Gold grains and small nuggets
observed are mostly angular, suggesting that the primary gold source is in close proximity
to these alluvial deposits. The area also has significant tin and uranium mineralisation.
An aeromagnetic map of the southern portion of Sambarabougou and of the adjoining
permit Bounsankoba clearly showed the “intense dyke swarm”, a unit of rocks which
marks the transition between the regionally mineralised volcanic “greenstone” rock units
to the west, which includes Sabodala, and the sedimentary rock units to the east. This
dyke swarm unit trends NE-SW across Senegal from the Mali border in the NE towards the
Guinea border in the SW.
Geochemical anomalies on Bounsankoba and the southern section of Sambarabougou
(>200 ppb or 0.2 g/t) obtained during an augur drill campaign by the previous permit holder
identified an anomalous zone of approximately 20 kms long in the Sambarabougou permit.
The results of this program imply that gold mineralisation is located either within this dyke
swarm or along its margins.
This anomalous zone continues into Bassari’s Bounsankoba permit for a further 30km
giving a total length of approximately 50 km in length. This significant anomalous zone
warrants further exploration as proposed in this Prospectus to identify higher grade gold
mineralisation within this anomalous zone.
3.4.3 Bounsankoba
The Bounsankoba permit abuts Sambarabouga to the west. An exploration program was
conducted by Hansa Geomin Consulting (HGMC) from 1996 to 1998, including geological
mapping, soil geochemistry, geophysics (airborne and ground surveys) and saprolite
geochemistry.
The Bounsankoba property is located in the early proterozoic “Kenieba Inlier” in the socalled
“super group” of Dialle’-Dalema. The Dialle’ series are predominantly composed
of meta-sediments-greywackes, sandstones and pelites. The inlier is crossed by two
major structural features: the ASM (Accident Senegalo-malien) described by Bassot
and Dommanget (1986) running north-south; and the main transcurrent zone (MTZ) a
major shear zone described by Ledru (1991), running Northeast – Southwest within the
metasediments along the contact with the Mako supergroup (dominantly metavolcanics).
23

HGMC Exploration work Km2 Samples No.
Regional Geological Mapping – 410 -
Detailed Geological Mapping - 20 -
Airborne Geophysics - 400 -
Soil Geochemistry (500 x 200m) 91 913
24
(200 x 100m) 40 2,009
(250 x 100m) 35 1,342
(200 x 25m) ~10 867
54 Holes - Deep Auger Drilling (20m) 524
Ground EM (31 line km)
Ground Mag. (120 line km)
The soil geochemistry highlighted a chain of narrow Au – As anomalies stretching
southwest-northeast through the permit over 30 km in length and 5 km in width. Several
gold placers (alluvials) east, southeast of the 30 km chain of anomolies confirmed the
existence of gold mineralisation as a primary source. The gold mineralisation on the
Bounsankoba permit has several characteristics with meso thermal gold deposits and a
detailed exploration program has been planned to further enhance Bassari’s interpretation
of the geology of the Bounsankoba permit.
3 . 5 E X P L O R AT I O N B U D G E T S U M M A RY
The proposed exploration budget will allow the Company to conduct a detailed and
systematic exploration program of the permit areas.
The proposed exploration budget for the initial two years is outlined in the following table.
Any oversubscriptions will be used to accelerate exploration or to advance an alluvial
exploration and development program.
Subscription ($10,000,000)
Item Year 1 Year 2 Total
A$ A$ A$
Geological Management 388,000 388,000 776,000
Plant and equipment 367,000 222,000 589,000
Geophysics Data and Processing 65,000 - 65,000
Acquire remote Sensing Data 35,000 - 35,000
Structural Work 53,000 35,000 88,000
Geochem/Mapping 242,000 259,000 501,000
Drilling (RAB) 294,000 1,239,000 1,533,000
Analytical Drilling and Geochem 729,000 515,000 1,244,000
Contingencies 169,000 318,000 487,000
Administration 477,000 477,000 954,000
Total 2,819,000 3,453,000 6,272,000

Notes:
(i) All amounts are in A$ and assume an exchange rate of USD0.85 = A$1.00.
(ii) The exploration program and budget will be subject to modification on an ongoing basis depending
on results received from current field activities. This includes the results of a feasibility study into
alluvial gold production which, if economically feasible, may result in any excess working capital being
allocated to this area and, if necessary, a reduced drilling program.
(iii) Due to market conditions, the development of new opportunities and or any number of other
factors (including the risk factors outlined in this Prospectus), actual expenditure levels may differ
significantly to the above estimates. The Company also intends to capitalise on other resource
opportunities as they arise which may result in costs being incurred that are not included in these
estimates.
Further detail with respect to the application of funds to be raised by this Offer is set out in the
Independent Geologist’s Report in Section 6 of this Prospect
Mr Lamine Douif with Orpeyeurs at Moura
25

From left to right:
Andrew Smith (CEO), Aaron Treyvaud (Director),
Alex Mackenzie (Project Manager), Clive Wright
(Chairman)
Right: Jozsef Patarica (Director)
26
4. Directors
and Management

4 .1 B OA R D O F D I R E C TO R S
Non- Executive Directors:
Mr Clive Wright
MAICD MCIMM
Non-Executive Chairman
Clive has had more than 40 years experience in the mining and related industries.
After studying chemical engineering in London, he transferred to South Africa where he
specialised in marketing of specialist products for the mining industry, particularly in the
Zambian copper belt. In 1965 he arrived in Australia and became assistant to the project
engineer of the Hamersley iron ore project. In 1969 he joined Nylex Corporation Ltd as
Marketing Manager, Mining and Heavy Construction. In 1975 he started the Euratech
Ltd group of companies which specialised in the manufacture of piping systems to the
resource industries, especially mining. Since 1986 he has continued his involvement in the
mining industry in Indonesia, Malaysia, Australia and Senegal in various roles as an investor,
consultant and supplier of mining materials, particularly to the Senegal mining industry. He
was a Board member of Euratech Ltd, Eurapipe (Australia, Malaysia, Indonesia, Singapore)
and Marplex Ltd. In recent years Clive has specialised in water projects ranging from water
recycling to the construction of water pipelines for agriculture and mining projects.
Clive was appointed a Director of Bassari Resources Limited on 14 February 2007.
Mr Jozsef Patarica
B.Eng MBA MAICD
Non-executive Director
Jozsef is a mining professional with a strong track record in the gold industry. He was
involved with the development of the Fosterville Sulphide Gold Project for ASX listed
Perseverance Corporation Ltd where he is currently General Manager. He has been
involved in management, project evaluation and operational roles throughout his career
in a number of mining centres across Australia. Prior to joining Perseverance he worked
for Placer Dome as part of the Corporate and Project Development Group based in
Western Australia. He joined Newcrest at Cadia Hill Gold Mine where he was involved in
construction and commissioning of the Cadia Project. Whilst in Western Australia he was
part of the team which successfully constructed and commissioned the Stage 3 expansion
of he Fimiston Plant for Kalgoorlie Consolidated Gold Mines.
As well as his general manager role at Perseverance Corporation Ltd he is currently a nonexecutive
director of Calare Credit Union Limited based in Orange, NSW (since 1999) and
is Chair of both the Audit and Remuneration Committee. He is a non-executive director
of the Eaglehawk United Friendly Society Limited based in Bendigo, Vic (since 2006)
and is Chair of the Audit Committee. He is a member of Australian Institute of Company
Directors, Australian Institute of Credit Union Directors, Australian Friendly Societies
Pharmacies Association and Institute of Engineers Australia.
Jozsef was appointed a Director of Bassari Resources Limited on 14 November 2007.
Mr Aaron Treyvaud
B. Eng (Mining), Master of Applied Finance
Non-executive Director
Aaron is an investment banker who specialises in resources mergers and acquisitions.
During 2004 – 2007 he worked with UBS Investment Bank and, most recently, Gresham
Partners, covering public/private merger and acquisitions and general corporate advice.
Previously a mining engineer, Aaron has extensive experience in both coal and
metalliferrous mining operations. Aaron gained his mining experience through working
at the Zacatecas Silver mine in Mexico (Penoles), Eloise Copper mine in Queensland
(Peabody) and finally as a consultant at BHP’s Blackwater Coal mine in Queensland
(Minserve). Aaron’s experience has involved dealing with all aspects of mining, from
reserve estimation to final feasibility studies.
27

Aaron was appointed a Director of Bassari Resources Limited on 15 November 2007.
Executive Directors:
Mr Andrew Smith
BComm (Accounting & Finance), Master of Applied Finance, ACA
Executive Director / CEO
Andrew is a chartered accountant who in recent times has worked for Ernst & Young in
Melbourne and previously for PriceWaterhouseCooper in the USA. At Ernst & Young he
was an Associate Director and worked in the Entrepreneurial Growth Markets division and
in the Transaction Support division. His work as a Chartered Accountant has involved buy
and sell side due diligence for large transactions, initial public offerings, tax and audit of
a wide variety of ASX listed public companies. He has had significant experience in the
management and organisation of large teams.
Andrew was appointed a Director of Bassari Resources Limited on 14 November 2007.
4 . 2 S E N I O R M A N AG E M E N T, C O N S U LTA N T S A N D E X P L O R AT I O N T E A M
Bassari has a seasoned and experienced team of geologists and mining consultants with
long term operational experience in Senegal and West Africa.
Alex Mackenzie (Senegal Project Manager and special adviser)
Alex graduated as a chartered accountant in 1971 and for many years worked at Price
Waterhouse concentrating on the mining sector. From 1985 he has been a consultant to
the mining industry and has held directorships in a number of mining companies operating
in Senegal, Ghana, Ecuador and Australia. In 1993 he was a director of Paget Mining
N.L. during the time of its drilling and feasibility program at Sabodala in Senegal. Since
that time (14 years) he has worked predominantly in Senegal promoting and developing
that country’s mineral resource industry. In conjunction with Lamine Diouf (Senegalese
geologist), he identified the gold and resource potential in the Birrimian mining belt in
Senegal. Specifically, Alex and Lamine Diouf were directly responsible for identifying the
potential of the Sabodala gold deposit and the Grand Cote Zircon deposit, then inviting
and assisting Mineral Deposits Limited, an ASX listed company, to Senegal to review and
ultimately acquire the Sabodala gold project and Grand Cote Zircon project.
Alex is contracted to Bassari for the next 2 years and, along with Lamine Diouf, will
manage all material facets of the Senegal operations, including research, exploration and
development and assistance with the on-going relationships with the local geological and
administrative team and with central and regional governments.
28
BRL Board
BRS Board
Arrows indicate
reporting lines
Aust Operations
A. Smith (CEO)
Key Responsibilities
• Aust regulatory & legal requirements
• reporting & financial controls
• overall goverance
Senegal Operations
A. Mackenzie (Senegal Project Manager)
L. Diouf (Managing Geologist)
+ Bassari exploration team
Key Responsibilities
All major facets of Senegal operations, inc:
• research;
• exploration;
• development;
• government liaison.

Lamine Diouf (Senegalese geologist)
Lamine has worked in the Senegal mining industry for the last 30 years (including gold,
mineral sands and petroleum) and has an excellent relationship with the Senegal Mines
Department and the Senegal Government. He was directly responsible for the development
of the first gas production permit in Senegal and, with Alex Mackenzie, has worked
tirelessly in developing the mineral resources industry of Senegal.
Lamine manages field operations and government liaison. He has been managing Bassari’s
field exploration program at Moura and Sambarabougou over the last 18 months.
Michael Bal (Senior consulting geologist)
B.Sc & M.Sc in Geology, Geochemistry and Mineralogy (Belgium)
Michael has over 30 years experience in the mining sector, many of those managing
projects funded by development institutions. In particular, he has managed and worked on
sysmin/EDF-funded mining projects in West Africa where he has achieved considerable
success in discovering significant mineral deposits. In the neighbouring country of Mali he
managed a mineral inventory in West Mali with emphasis on discovering mineral deposits.
This included a regional survey of a 27,000 km2 area in Birrimian and upper proterozoic
terrain and led to the discovery, among others, of the large Sadiola gold deposit. Similarly
he managed a regional survey of a 4,000 km2 area in Niger which led to the discovery of
the Samira Hill gold deposit. He also has significant experience in exploration geology in
Senegal including working on the Sysmin Eligibility study, sectoral overview and design of
a 15 million Euro mining sector development program for Senegal. He has held a variety
of management positions, most recently as manager of a German consulting firm, Hansa
Geomin, with responsibility for the development and management of projects with the
European Commission, World Bank, EIB and private clients.
Kofi Agyemang (Senior consulting geologist)
PhD Research-Mineral Resource/Reserve Evaluation (Ghana), M.Sc Mineral Exploration
(Ghana), Diploma-Geological Engineering )(Ghana)
Kofi has worked in West Africa as a geologist for more than 30 years, including preparation
of ore reserves for bankable study documents on gold projects. In addition he has been
involved in project assessment, outlining effective exploration programs and documentation
of guidelines on geological data collection. In 2006 and 2007 he has carried out field
geological work for Bassari’s subsidiary in Senegal including the overseeing of Bassari’s
four Senegalese geologists and up to eighty labourers engaged in carrying out Bassari’s
sampling and trenching programs. Kofi has also had significant experience in alluvial gold
exploration and development.
Doudou Tall
Diploma Engineer in Meteorology (France)
Diploma Engineer in Agromology (Niger)
Doudou is a Senegalese citizen and is a respected member of the Senegalese community
who has worked in agronomy, hydrology and meteorology projects in Senegal over the last
30 years. He has developed administrative and organisation skills and his knowledge of
hydrology and agronomy will be of great benefit as and when any of the exploration projects
become development projects.
29

5 .1 C O R P O R AT E G OV E R N A N C E
The Directors monitor the business affairs of the Company on behalf of Shareholders and
have formally adopted a corporate governance policy which is designed to encourage
Directors to focus their attention on accountability, risk management, ethical conduct and
conflicts of interest.
The Company has adopted systems of control and accountability as the basis for the
administration of corporate governance. The Board is committed to administering the
policies and procedures with openness and integrity, pursuing the true spirit of corporate
governance commensurate with the Company’s needs.
Further information about the Company’s corporate governance practices will be set out on
the Company’s website at www.bassari.com.au. In accordance with the recommendations
of the ASX, information published on the Company’s website will include charters (for
the board and its sub-committees), codes of conduct and other policies and procedures
relating to the board and its responsibilities.
As the Company’s activities develop in size, nature and scope, the size of the Board and
the implementation of additional corporate governance structures will be given further
consideration.
5 . 2 R I S K FAC TO R S
The Directors consider that there are a number of risk factors that may affect the financial
performance of Bassari and the value of an investment in the Shares, the subject of this
Prospectus. While some of these risks can be minimised, some are outside the control
of the Company. There are also specific risks associated with Bassari’s business and
investment in the mineral exploration and mining industry in a foreign country. There are
also general risks associated with any investment in shares.
The Shares offered under this Prospectus are considered speculative. There is no
guarantee that the Shares will make a return on the capital invested, that dividends will be
paid or that there will be an increase in value of the Shares in the future.
Careful consideration should be given to the risk factors raised in this section, together
with all other matters raised in this Prospectus before making a decision to subscribe for
30
5. Corporate Governance
and Risk Factors

the Shares.
5.2.1 Specific risks in relation to Bassari
Exploration and Development
The business of mineral exploration, project development and mining, by its nature,
contains elements of significant risk with no guarantee of success. Currently, there are
no identified economic mineral resources on the tenements described in this Prospectus
and there can be no guarantee that planned exploration programmes will lead to positive
exploration results and the discovery of a commercial deposit or further, a commercial
mining operation.
By its nature, the business of mineral exploration which the Company will be undertaking
contains risks. For its part, exploration is a speculative endeavour and can be hampered
by the unpredictable nature of mineral deposits, particularly with respect to predicted
extrapolations to depth from known mineralisation, poor drilling techniques, incorrect grade
estimates, unforeseen and adverse ground conditions, flooding, inclement weather, poor
equipment availability, force majeure circumstances and cost overruns from unforeseen
events. Resource estimates themselves are necessarily imprecise and depend upon
interpretations that can prove to be inaccurate. Any future successful mining operations
will depend on exploration success, mineral resource calculations, appropriate economic
circumstances, ore reserve calculations, successful statutory planning approvals, mine
design and the construction of efficient processing facilities, competent operations and
management, and efficient financial management.
Possible future development at any of the Company’s projects is dependent on a number
of factors including, but not limited to, the discovery of recoverable ore bodies, favourable
geological conditions, receiving the necessary approval from all relevant authorities and
parties, seasonal weather patterns, unanticipated technical and operational difficulties
encountered in extraction and production activities, cost overruns, access to the required
level of funding and contracting risk from third parties providing essential services.
Tenement & Title Risk
Some or all of the tenements may not be renewed by regulatory authorities for various
reasons. The Directors are not aware of any reason why any tenement applied for would
not be renewed and, in particular, while the Sambarabougou permit has recently come up
for renewal, the Directors are not aware of any reasons why the Sambarabougou permit
will not be renewed (see Section 3.4.2 for further discussion). Interests in tenements
in Senegal are governed by the Mining Code enacted in 2003 and are evidenced by the
granting of tenements through the issuing of a lease or licence. Each lease or licence is
for a specific term and carries with it annual expenditure and other conditions requiring
compliance. Consequently, Bassari Resources Senegal could lose title to, or its interests in,
tenements if licence conditions are not met or if sufficient funds are not available to meet
expenditure commitments.
In the event that Bassari is successful in the discovery of an economic body of
mineralisation, it will have the right to apply for an exploitation licence. The grant of such
licence is also subject to the Mining Code and will only be granted on the terms and
conditions that the relevant Minister considers appropriate. Once granted, such licences
are liable to forfeiture on breach of any conditions.
For further information on the Company’s tenements see section 7.
31

Regulatory Risk
Changes in Government regulations and policies may adversely affect the financial
performance of the Company and its subsidiary. Bassari is not aware of any current or
proposed material changes in relevant regulation in any country in which it or its subsidiary
operates.
Operations by the Company may require approvals from regulatory authorities which may
not be forthcoming or which may not be able to be obtained on terms acceptable to the
Company. While the Company has no reason to believe that all requisite approvals will not
be forthcoming and whilst the Company’s obligations for expenditure will be predicated
on any requisite approvals being obtained, Applicants should be aware that the Company
cannot guarantee that any requisite approvals will be obtained. A failure to obtain any
approvals would mean that the ability of the Company to develop or operate any projects,
or possibly acquire any projects, may be limited or restricted either in part or absolutely.
Funding Requirements
The future capital requirements of the Company will depend on many factors including the
results of the proposed exploration programs. The Company believes the net proceeds
of this Offer should be adequate to fund the continued exploration of the projects and
objectives as stated in this Prospectus.
Should the Company require additional funding, there can be no assurance that additional
financing will be available on acceptable terms, or at all. Any inability to obtain additional
funding, if required, would have an adverse effect on the Company’s business and its
financial condition and performance.
Dependence on Key Personnel
The Company’s success depends to a significant extent on the key management personnel
referenced in Section 4, as well as other management and technical personnel, including
those employed on a contractual basis. The loss of services of certain personnel or the
inability to attract and retain other qualified personnel could have an adverse effect on the
Company and its operations.
Environmental Risks
The Company’s operations and projects are subject to laws and regulations regarding
environmental hazards. The Company intends to conduct its activities in an environmentally
responsible manner, in accordance with applicable laws and regulations.
Country, Political and Foreign Risks
There are risks associated with operating in foreign countries. There can be no guarantee
that the Government regulations in Australia, Senegal or any other country in which
the company will operate, in particular in relation to foreign investment, repatriation of
foreign currency, taxation and the regulation of the mineral exploration industry, including
expiration of mining rights, will not be amended in the future to the detriment of the
Company’s business.
Senegal’s economy differs from the economies of most developed countries in many
respects, including government intervention; level of development; growth rate; control of
foreign exchange; and allocation of resources. A significant component of the Company’s
ability to conduct exploration and eventual exploitation activities in Senegal is through
maintaining good relations with government representatives. Whilst the Directors believe
excellent relationships are currently in place and there is no expectation that this will
change, there is no certainty that this will continue into the future.
Currency and Exchange Risk
Movements in currency exchange rates can be volatile. Bassari Resources Senegal’s
mining expenditure obligations for exploration operations in Senegal are incurred
predominantly in USD. The company is raising funds under the Offer in A$ and will be
converting a major portion of this A$ into US$ for the purposes of its operations. Currency
32

isk may result in an exchange rate loss or gain to the Company, depending on the
movement in the currency rates between the currencies discussed earlier in this section
and the local Senegal currency being the Franc Communante Financiere Africaine (FCFA).
The return on equity and any dividends for Australian shareholders may be exposed to
fluctuations and volatility on the exchange rates among the A$, US$ and FCFA.
Climate
The Company’s tenements are situated in an area with a prevailing tropical climate. The
autumn wet season in this region is variable and given the climatic conditions, it may not
always be possible for exploration work to be carried out during this period.
Competition
Bassari will compete with other companies, including major mineral exploration and mining
companies. Some of these companies have greater financial and other resources than
the Company and, as a result, may be in a better position to compete for future business
opportunities. Many of the Company’s competitors not only explore for and produce
minerals, but also carry out refining operations and produce other products on a worldwide
basis. There can be no assurance that the Company can compete effectively with these
companies.
5.2.2 Other Mining Industry Specific and General Risks
Mining
In the event that production commences, the Company’s operations may be disrupted by a
variety of hazards which are beyond its control, including environmental hazards, industrial
accidents, technical failures, labour disputes, unusual or unexpected rock formations,
flooding and extended interruptions due to inclement or hazardous weather conditions,
fires, explosions or other accidents. No assurances can be given that the Company will
achieve commercial viability through the successful exploration and/or mining of its project
interests.
Commodity Price Risk
The Company’s prospects and share price will be influenced by the price obtained from
time to time for the commodities targeted in its exploration programs. Commodity prices
fluctuate and are affected by factors including the relationship between global supply
and demand for minerals, forward selling by products, the cost of production and general
global economic conditions. These factors may have an adverse affect on the Company’s
exploration and any subsequent development and production activities, as well as its ability
to fund its future activities.
Mineral Resource Estimation and Reported Drilling Results Risks
There are no defined mineral resources within the tenements controlled by the Company.
All persons applying for Shares should understand that all estimations of resources are
an expression of judgment on behalf of the person making the estimate. Even if the
Company or any tenement holder establishes resources or reserves, it must be appreciated
that reserve calculations or 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.
By their very nature, resource estimates are imprecise and depend to some extent on
interpretations, which may prove to be inaccurate. As further information becomes
available through additional field work and analysis, these calculation estimates are likely
to change. These changes may increase or decrease the amount of any such estimates or
calculations dependent on the nature of additional information obtained and may result in
alterations to development and mining plans which may, in turn, adversely affect mining
operations.
33

Securities Investments
There are risks associated with any securities investment, particularly where the company
involved has a small market capitalisation. The prices at which the Shares trade may
fluctuate in response to a number of factors. Furthermore, the stock market, and in
particular the market for mining and exploration companies, has experienced extreme price
and volume fluctuations that have often been unrelated or disproportionate to the operating
performance of such companies. There can be no guarantee that these trading prices will
be sustained. These factors may materially affect the market price of the Shares regardless
of the Company’s operational performance.
Share market Conditions
The market price of the Shares may fall as well as rise and may be subject to varied and
unpredictable influences on the market for equities in general and resource stocks in
particular. Neither the Company nor the Directors warrant the future performance of the
Company, or any return on an investment in the Company.
Economic Risk
Changes in the general economic climate in which the Company operates may adversely
affect the financial performance of the Company. Factors that may contribute to that
general economic climate include, the level of direct and indirect competition against the
Company, industrial disruption, the rate of growth of gross domestic product in Australia
and Senegal (and any other jurisdictions in which the Company may acquire mineral
exploration assets), interest rates and the rate of inflation.
Risks related to investment in the resources sector
Exploration and/or development of resources generally are subject to higher levels of risk.
An investment in the Shares of the Company is highly speculative and subject to a high
degree of risk and only those who can bear the risk of the entire loss of their investment
should invest.
Each prospective investor should view their purchase of Shares as a long-term investment
and should not consider such a purchase unless they are certain they will not have to
liquidate their investment for an indefinite period of time.
Fiscal Risks
These involve the imposition of additional taxes, imposts and other charges by government
from time-to-time, relating to revenue or cash flow. Industry profitability can be affected by
changes in tax policies, its interpretation and application.
Management Risk
The future success of the Company will be primarily dependent on the ability of the
operators of the Company’s various projects and on each operator’s capacity to manage
day-to-day operations.
Contract Risks Generally
The Company will operate through a series of contractual relationships with operators
generally and sub-contractors. All contracts carry risks associated with the performance
by the parties of their obligations both as to financial performance and technical capacity,
and as time-frames in which operations are carried out and in relation to the quality of work
performed.
34

Operating Risks
Any exploration activities that the Company decides to undertake may be affected by factors
including:
- mechanical failure or plant breakdown;
- adverse weather conditions;
- workplace and environmental accidents;
- workplace disputes;
- unexpected shortages or increases in the costs of consumables,
spare parts, and plant equipment; and
- availability of suitable plant and expertise from contractors and consultants.
Litigation Risk
Neither the Company nor its subsidiary are presently involved in litigation and the Directors
are not aware of any basis on which litigation against the Company or its subsidiary may
arise.
Investment Speculative
These risks are not necessarily exhaustive and Applicants should realise that a Company
undertaking exploration is subject to a wide range of risks, many of which may not be
foreseeable.
Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with
respect to the payment of dividends, returns on capital or the market value of those Shares.
Potential investors should consider that the investment in the Company is speculative and
should consult their professional advisers before deciding whether to apply for securities
pursuant to this Prospectus.
35

36
6. Independent
Geologist’s Report

7.1 I N T R O D U C T I O N
The Company holds, via its various joint ventures, existing interests in, or entitlements in
mineral permits (“permits”) described in this Prospectus.
The permits have been granted to the Company’s joint venture partners by the Government
of the Republic of Senegal in accordance with the Mineral and Mining Law (Law
number 2003-36 dated 24 November 2003 for the Mining Code and its Implementing
Decree 2004-647 dated 17 May 2003). The Mining Code has been based on French
Law, accordingly once a permit is granted and a Convention Agreement signed by the
Government the tenure is secured under the Mining Code permits generally. Exploration
permits for minerals are granted for an initial period of 3 years and can be renewed another
two times of 3 years each.
Under the Mining Code, if an economically viable deposit is found (proven by feasibility
study) an exploitation permit (7 years) or a mining concession for major projects (up to 25
years) is granted.
The Code also grants the following concessions:
a) no import duty on capital equipment imported;
b) no excise duties on fuel;
c) free transfer of funds including gold; and
d) no company tax for a period of 7 to 15 years for projects granted a mining concession.
86
7. Tenement
Reports

7. 2 T E N E M E N T S C H E D U L E
The Directors have undertaken an examination of all permits held by the Company’s joint
venture partners and subject to Joint Venture Agreements between the parties. This
examination involved the collating, summarising and interpreting all available information
to ascertain the location, standing, registered ownership and terms regarding the permits
tabled in the following Tenement Schedule.
The Tenement Schedule is included in two parts:
• Part A contains a list of joint venture partners, the name of the permit and percentage of
joint venture held, date exploration granted and budgeted funds to be expended; and
• Part B contains the permit coordinates and size of the permit areas.
7. 3 S O U R C E S O F I N F O R M AT I O N
Information in respect of the tenements has been derived from company records and
searches and examination of convention agreements between the Company’s joint venture
partners and the Government of the Republic of Senegal.
Confirmation has also been received from the Senegal Mines Department that the permits
held by the Company’s joint venture partners are current and in good standing. In relation
to the application to renew the Sambarabougou permit, the Company has been notified
by its joint venture partner that the renewal has been approved and signed by the Senegal
Minister for Mines and that the permit is in the process of registration with the relevant
government department.
7. 4 C O N C LUSION
The Directors report that the tenements are in good standing in accordance with the details
provided in respect of each of the permits in the Tenement Schedule.
87

Tenement Schedule
Part A
Name on Joint Venture Date Joint Budgeted
Permit Partner and Exploration Venture % Funds per
Permit Holder Permit held by Mining
Granted Bassari Concession
($US)
Moura Sengold Mining NL 31.01.2005 70% 1,000,000
Sambarabouga W.A.T.I.C 13.09.2004 70% 1,464,119*
Bounsankoba Libah Investments Ltd 13.06.2007 70% 2,000,000
*W.A.T.I.C.’s first 3-year term expired on 13.09.2007. Prior to expiry W.A.T.I.C. applied for their
second 3-year term as allowed by the Mining Code. WATIC has notified the Company that the renewal
has been approved and signed by the Senegal Minister for Mines, and that the permit
is in the process of registration with the relevant government department.
Part B
Name on Permit Points North West
Moura A 13º 19` 35” 11º 35` 22”
(area 311.7 km2) B 13º 15` 12” 11º 38` 15”
88
C 13º 09` 41” 11º 44` 04”
D 13º 09` 41” 11º 40` 00”
E 13º 04` 25” 11º 40` 00”
F 13º 04` 25” 11º 35` 00”
G 13º 06` 15” 11º 35` 00”
H 13º 10` 15” 11º 33` 00”
I 13º 10` 15” 11º 28` 28”
Sambarabougou A 13º 09` 41” 11º 50` 00”
(area 645.6 km2) B 13º 09` 41” 11º 40` 00”
C 12º 55` 36” 11º 40` 00”
D 12º 55` 36” 12º 00` 45”
Bounsankoba A 12º 55` 40” 11º 50` 33”
(area 375 km2) B 12º 47` 30” 11º 50` 33”
C 12º 47` 30” 12º 07` 30”
D 12º 55` 40” 12º 00` 50”

8. Independent
Accountant’s Report
13 November 2007
The Directors
Bassari Resources Limited
Level 1
323 Camberwell Road
CAMBERWELL VIC 3124
Dear Sirs
Independent Accountant’s Report
1. I N T R O D U C T I O N
We have prepared this Independent Accountant’s Report (“Report”) at the request of the
Directors of Bassari Resources Limited hereafter referred to as (“Bassari Resources” or
“the Company”) for inclusion in a Prospectus relating to the offer of 40,000,000 ordinary
shares in the Company.
Expressions defined in the prospectus have the same meaning in this Report
2 . B AC KG R O U N D I N F O R M AT I O N
Bassari Resources was incorporated as a public company on 14 February 2007. The
company was incorporated with the intention of acquiring Bassari Resources Senegal
SARL, an exploration company which holds exploration tenements in Senegal (West
Africa).
89

3 . S C O P E
We have been requested to prepare an Independent Accountants Report covering the
following financial information:
• Historical Financial Information comprising the historical Balance Sheet as at 30 June
2007 and the historical Income Statement for the period ended 30 June 2007 as set out
following this report in Appendix 1 and Appendix 2; and
• Pro-forma financial information comprising the pro-forma parent company and
consolidated Balance Sheet as at 30 June 2007 which assumes completion of the
transaction described in Appendix 3 – Note 2 as at that date
The Historical Financial Information as at 30 June 2007 has been extracted from the
audited accounts of the Company for the year ending 30 June 2007.
The Directors have prepared and are responsible for the historical and pro-forma financial
information. We disclaim any responsibility for reliance on this report or on the financial
information to which it relates for any purposes other than that for which it was prepared.
The Report should be read in conjunction with the full Prospectus.
The historical and pro-forma financial information is presented in an abbreviated form
insofar as it does not include all of the disclosures required by the Australian Accounting
Standards applicable to annual financial reports prepared in accordance with the
Corporations Act 2001.
3.1 Audit of Historical Financial Information
We have conducted an independent audit of the historical financial information as at 30
June 2007 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 the historical financial information
is not presented fairly in accordance with the measurement and recognition requirements
(but all of the disclosure requirements) of applicable Accounting Standards and other
mandatory professional reporting requirements of Australia.
3.2 Review of Pro-forma Financial Information
We have conducted an independent review of the pro-forma financial information as at 30
June 2007 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 the pro-forma Balance
Sheet as at 30 June 2007 is not presented fairly in accordance with the measurement and
recognition requirements (but not all of the disclosure requirements in Australia as if the
pro-forma transaction set out in Appendix 3, Note 2 had occurred at 30 June 2007.
Our review has been conducted in accordance with Australian Auditing Standards
applicable to review engagements and has been limited to reading of relevant Board
minutes, inquiries of management personnel and analytical procedures applied to the
financial data. We have also determined whether the pro-forma transactions form a
reasonable basis for the preparation of the pro-forma Balance Sheet. The 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 do not express an audit opinion on the pro-forma financial information.
4 . O P I N I O N
4.1 Historical Financial Information
Based on our audit of historical information as at 30 June 2007, nothing has come to
our attention which causes us to believe that the historical financial information of
the Company as set out in Appendix 1 and 2 of this report does not present fairly, in
accordance with measurement and recognition requirements (but not all of the disclosure
requirements) of Applicable Accounting Standards and other mandatory professional
reporting requirements in Australia.
90

4.2 Pro-forma Financial Information
Based on our review, which was not an audit, nothing has come to our attention which
causes us to believe that the pro-forma financial information of the Company does not
present fairly, in accordance with measurement and recognition requirements (but not all
of the disclosure requirements) of Applicable Accounting Standards and other mandatory
professional reporting requirements in Australia as if the pro-forma transaction set out in
Appendix 3 – Note 2 occurred on that date.
5 . S U B S E Q U E N T E V E N T S
To the best of our knowledge and belief, there have been no material items, transactions or
events subsequent to 30 June 2007 not otherwise disclosed in this report that have come
to our attention during the course of its review which would cause the information included
in this report to be misleading.
6 . I N D E P E N D E N C E
We recommend that intending investors consult their own professional advisors for
independent advice that an investment pursuant to the Prospectus to which this report
relates is appropriate for their individual circumstances. Intending investors should also
note that;
• Ian Grant – Chartered Accountant has not been involved in any other aspect of the
Prospectus and did not authorise or cause the issue of any other part of the Prospectus
and we have only issued our consent in respect of inclusion of this report in the
Prospectus;
• Ian Grant – Chartered Accountant does not have any interest in the company, except
for the fact that Ian Grant – Chartered Accountant is appointed as auditor of Bassari
Resources Ltd;
• The giving of our consent to the inclusion of this report in the Prospectus should not be
taken as an endorsement of the company or a recommendation by Ian Grant – Chartered
Accountant of any participation in the share issue by an intending investor;
• Ian Grant – Chartered Accountant gives no assurance or guarantee whatsoever in respect
of the future success of or financial returns associated with the subscription of shares
being offered pursuant to the Prospectus; and
• Ian Grant – Chartered Accountant does not have any interest in the outcome of the
listing of the shares other than in connection with the preparation of this report for which
normal professional fees will be received.
Consent to the inclusion of the Independent Accountant’s Report in the Prospectus in
the form and context in which it appears, has been given. At the date of this Report, this
content has not been withdrawn.
Yours faithfully
IAN GRANT
Chartered Accountant
Ian Grant
91

A P P E N D I X 1
Income Statement
Set out below is the income statement of Bassari Resources Ltd for the actual audited
period ended 30 June 2007 and pro-forma period ended 30 June 2007 with the pro-forma
income statement for the consolidated group for the year ended 30 June 2007 based on
the pro-forma assumptions in Note 2 of Appendix 3.
92
Notes Audited Pro-forma Pro-forma
Historical Reviewed Consolidated
30/06/07 Historical Reviewed
(Bassari 30/06/07 Historical
Resources Ltd) (Bassari 30/06/07
Resources Ltd
$ $ $
Interest received 1,470 1,470 -
Foreign currency gain 37,953
Depreciation - - 12,295
Occupancy expenses - - 5,456
Other expenses 46,411 46,411 12,630
Share based payments 9 - 1,068,000 1,068,000
(Loss) before tax (44,941) (1,112,941) (1,060,428)
Income tax expense - - -
(Loss) after income tax expense (44,941) (1,112,941) (1,060,428)
The income statement should be read in conjunction with Appendix 3.

A P P E N D I X 2
Balance Sheet
Set out below is the balance sheet of Bassari Resources Ltd for the actual period ended
30 June 2007 and pro-forma period ended 30 June 2007 with the pro-forma balance
sheet for the consolidated group for the year ended 30 June 2007 based on the pro-forma
assumptions in Note 2 of Appendix 3.
Current Assets
Notes Audited Pro-forma Pro-forma
Historical Reviewed Consolidated
30/06/07 Historical Reviewed
(Bassari 30/06/07 Historical
Resources Ltd) (Bassari 30/06/07
Resources Ltd)
$ $ $
Cash and cash equivalents 3 241,656 9,651,656 9,733,537
Trade and other receivables 4 340,405 1,291,977 405
Total Current Assets 582,061 10,943,633 9,733,942
Non-Current Assets
Financial Assets 5 - 6,250,000 -
Plant and equipment - - 36,886
Intangible Assets 6 - - 1,180,833
Total Non-Current Assets - 6,250,000 1,217,719
Total Assets 582,061 17,193,633 10,951,661
Net Assets 582,061 17,193,633 10,951,661
Equity
Contributed equity 7 627,002 17,844,274 11,551,753
Option Reserve 8 - 462,300 462,300
Accumulated losses (44,941) (1,112,941) (1,062,392)
Total Equity 582,061 17,193,633 10,951,661
The balance sheet should be read in conjunction with Appendix 3.
93

A P P E N D I X 3
NOTES TO THE FINANCIAL INFORMATION
NOTE 1 – Summary of Significant Accounting Policies
The financial information presented herein has been prepared in accordance with
the measurement and recognition (but not all disclosure) requirements of applicable
Accounting Standards. The financial information is presented in an abbreviated form
in so far as it does not comply with all disclosure requirements set out in the Australia
equivalents to International Financial Reporting Standards (‘AIFRS’) and the Corporations
Act 2001.
The financial information presented in the Prospectus and referred to as presented on
an AIFRS basis reflects the current assessment of the standards issued by the Australia
Accounting Standards Board (‘AASB’) as at the date of this Prospectus. The company
has adopted the accrual basis of accounting including the historical cost convention and
the going concern assumption. In the view of the Directors of Bassari Resources Ltd, the
omitted disclosures provide limited relevant information to potential investors.
The significant accounting policies which have been adopted in the preparation of the
historical and pro-forma historical financial information (collectively referred to as the
“financial statements”) are:
(b) Basis of Consolidation
The consolidated pro-forma financial information comprise the financial statements of
Bassari Resources Ltd and its subsidiaries (“the Group”). The financial information of the
subsidiaries are prepared for the same reporting period as the parent company, using
consistent accounting policies. In preparing the consolidated financial information, all
intercompany balances and transactions, income and expenses and profit and loss resulting
from intra-group transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is transferred to the
Group and cease to be consolidated from the date on which control is transferred out of
the Group.
The acquisition of subsidiaries is accounted for using the purchase method of accounting.
On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured
at their fair values at the date of acquisition. Any excess of the cost of acquisition over
the fair values of the identifiable net assets acquired is recognised as goodwill. If, after
reassessment, the fair values of the identifiable net assets acquired exceeds the cost of
acquisition, the deficiency is credited to the profit and loss in the period of acquisition.
(c) Business combinations
The purchase method of accounting is used to account for all business combinations
regardless of whether equity instruments or other assets are acquired. Cost is measured
as the fair value of the assets given, shares issued or liabilities incurred or assumed at
the date of exchange plus costs directly attributable to the combination. Where equity
instruments are issued in a business combination, the fair value of the instruments is their
published market price as at the date of exchange unless, in rare circumstances, it can be
demonstrated that the published price at the date of exchange is an unreliable indicator of
fair value and that other evidence and valuation methods provide a more reliable measure
of fair value. Transaction costs arising on the issue of equity instruments are recognized
directly in equity.
The purchase method views a business combination from the acquirer’s perspective, it
assumes that one of the parties to the transaction can be identified as the acquirer. In the
case of the Bassari Resources Ltd Group the acquiring entity has been identified as Bassari
Senegal SARL, and therefore Bassari Senegal Ltd is assumed to have acquired Bassari
Resources Ltd for accounting purposes.
Except for non current assets or disposal groups classified as held for sale (which are
measured at fair value less costs to sell), all identifiable assets acquired and liabilities and
94

contingent liabilities assumed in a business combination are measured initially at their
fair values at the acquisition date, irrespective of the extent of any minority interest. The
excess of cost of the business combination over the net fair value of the Group’s share of
the identifiable net assets acquired is recognized as goodwill. If the cost of the acquisition
is less than the Group’s share of the net fair value of the identifiable net assets of the
subsidiary, the difference is recognized as a gain in the income statement, but only after a
reassessment of the identification and measurement of the net assets acquired.
Where settlement of any part of the consideration is deferred, the amounts payable in the
future are discounted to their present value as at the date of the exchange. The discount
rate used is the entity’s incremental borrowing rate, being the rate at which a similar
borrowing could be obtained from an independent financier under comparable terms and
conditions.
(d) Foreign Currency Translation
a. Functional and presentation currency
Both the functional and presentation currency of Bassari Resources Ltd and its subsidiaries
is Australian dollars ($). Each entity in the group determines its own functional currency
and items included in the financial statements of each entity are measured using that
functional currency.
b. Translation & Balances
Transaction in foreign currencies are initially recorded in the functional currency by applying
the exchange rates ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the rate of exchange ruling at the
balance sheet date.
All exchange differences in the consolidated financial report are taken to profit and loss
with the exception of differences on foreign currency borrowings that provide a hedge
against a net investment in a foreign operation. These are taken directly to equity until
the disposal of the net investment, at which time they are recognized in profit or loss.
On disposal of a foreign operation, the cumulative amount recognized in equity relating
to that particular foreign operation is recognized in profit or loss. Tax charges and credits
attributable to exchange differences on those borrowings are also recognized in equity.
Non monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rate as at the date of the initial transaction. Non monetary
items measured at fair value in a foreign currency are translated using the exchange rates
at the date when the fair value was determined.
(e) Cash and Cash Equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and on hand
and short-term deposits with an original maturity of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value.
Bank overdrafts are shown within short-term borrowings in current liabilities on the balance
sheet.
(f) Trade and other receivables
Trade receivables are recognised and carried at original invoice amount less any provision
for doubtful debts. A provision for doubtful debts is recognised when collection of the full
amount is no longer probable. Bad debts are written off as incurred.
(g) Investments and other financial assets
Financial assets in the scope of AASB 139 Financial Instruments: Recognition and
Measurement are classified as either financial assets at fair value through profit or loss,
loans and receivables, held to maturity investments, or available for sale financial assets.
When financial assets are recognized initially, they are measured at fair value, plus, in the
case of investments not at fair value through profit or loss, directly attributable transaction
costs. The Group determines the classification of its financial assets after initial recognition
95

and, when allowed and appropriate, reevaluates this designation at each financial year end.
All regular way purchases and sales of financial asset are recognized at the trade date ie
the date that the Group commits to purchase the asset. Regular way purchases or sales
are purchases or sales of financial assets under contracts that require delivery of the assets
within the period established generally by regulation or convention in the market place.
(i) Financial asset at fair value through profit or loss
Financial assets classified as held for trading are included in the category ‘financial assets
at fair value through profit or loss’. Financial assets are classified as held for trading if they
are acquired for the purpose of selling in the near term with the intention of making a profit.
Derivatives are also classified as held for trading unless they are designated as effective
hedging instruments. Gains or loss on investment held for trading are recognized in profit
or loss.
(ii) Held to maturity investments
Non derivative financial assets with fixed or determinable payments and fixed maturity are
classified as held to maturity when the Group has the positive intention and ability to hold
to maturity. Investments intended to be held for an undefined period are not included in
this classification. Investments that are intended to be held to maturity, such as bonds are
subsequently measured at amortized cost. This cost is computed as the amount initially
recognized minus principal repayments, plus or minus the cumulative amortization using
the effective interest method of any difference between the initially recognized amount and
the maturity amount. This calculation includes all fees and points paid or received between
parties to the contract that are an integral part of the effective interest rate, transaction
costs and all other premiums and discounts. For investments carried at amortised cost,
gains and losses are recognized in profit or loss when the investments are derecognized or
impaired, as well as through the amortization process.
(iii) Loans and receivables
Loans and receivables including loan notes and loans to key management personnel are
non derivative financial assets with fixed or determinable payments that are not quoted
in an active market. Such assets are carried at amortised cost using the effective interest
method. Gains and losses are recognized in profit or loss when the loans and receivables
are derecognized or impaired, as well as through the amortization process.
(iv) Available for sale investments
Available for sale investments are those non derivative financial assets that are designated
as available for sale or are not classified as any of the three preceding categories. After
initial recognition available for sale investments are measured at fair value with gains
or losses being recognized as a separate component of equity until the investment is
derecognized or until the investment is determined to be impaired, at which time the
cumulative gain or loss previously reported in equity is recognized in profit or loss.
The fair values of investments that are actively traded in organized financial markets are
determined by reference to quoted market bid prices at the close of business on the
balance sheet date. For investments with no active market, fair values are determined
using valuation techniques. Such techniques include: using recent arm’s length market
transactions; reference to the current market value of another instrument that is
substantially the same; discounted cash flow analysis and option pricing models makes as
much use of available and supportable market data as possible and keeping judgemental
inputs to a minimum.
(h) Plant and equipment
Plant and equipment are measured on the cost basis less depreciation and impairment
losses. The cost of fixed assets constructed within the consolidated entity includes the
cost of materials, direct labour and borrowing costs where appropriate. Subsequent
costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the
96

item will flow to the group and the cost of the item can bemeasured reliably. All other
repairs and maintenance are recognized in the profit and loss as incurred.
Depreciation is calculated on a straight line basis over the estimated useful life of the
assets as follows:
Plant & Equipment over 4 years
Office Equipment over 4 years
Motor Vehicles over 4 years
The assets residual values, useful lives and amortization methods are reviewed, and
adjusted if appropriate at each financial year end.
(i) Goodwill and intangibles
Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess
of the cost of the business combination over the Group’s interest in the net fair value
of the acquiree’s identifiable assets, liabilities and contingent liabilities. Following initial
recognition, goodwill is measured at cost less and accumulated impairment losses. For
the purpose of impairment testing, goodwill acquired in a business combination is, from
the acquisition date, allocated to each of the Group’s cash generating units, or groups of
cash generating units, that are expected to benefit from synergies of the combination,
irrespective of whether the other assets or liabilities of the Group are assigned to those
units or groups of units. Each unit or group of units to which the goodwill is allocated:
a. Represents the lowest level within the group at which the goodwill is monitored
for internal management purposes; and
b. Is not larger than a segment based on either the Groups primary or the
Groups secondary reporting format determined in accordance with AASB 114
Segment Reporting
Impairment is determined by assessing the recoverable amount of the cash generating
unit (group of cash generating units) to which the goodwill relates. When the recoverable
amount of the cash generating unit (group of cash generating units) is less than the
carrying amount, an impairment loss is recognized. When goodwill forms part of a cash
generating unit (group of cash generating units) and an operation within that unit is
disposed of, the goodwill associated with the operation disposed of is included in the
carrying amount of the operation when determining the gain or loss on disposal of the
operation. Goodwill is disposed of in this manner is measured based on the relative values
in operation disposed of and the portion of the cash generating unit retained.
Impairment losses recognized for goodwill are not subsequently reversed.
Intangibles
Intangible assets acquired separately or in a business combination are initially measured
at cost. The cost of an intangible asset acquired in a business combination is its fair value
as at the date of acquisition. Following initial recognition, intangible assets are carried at
cost less any accumulated amortization and any accumulated impairment losses. Internally
generated intangible assets, excluding capitalized development costs, are not capitalized an
expenditure is recognized in profit or loss in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible
assets with finite lives are amortised over the useful life and tested for impairment
whenever there is an indication that the intangible asset may be impaired. The amortization
period and the amortization method for an intangible asset with a finite useful life is
reviewed at least at each financial year end. Changes in the expected useful life or the
expected pattern of consumption of future economic benefits embodied in the asset are
accounted for prospectively by changing the amortization period or method, as appropriate,
which is a change in accounting estimate. The amortization expense on intangible assets
with finite lives is recognized in profit or loss in the expense category consistent with the
function of the intangible asset.
97

Intangible assets with indefinite useful lives are tested for impairment annually either
individually or at the cash generating unit level. Such intangibles are not amortised. The
useful life of an intangible asset with an indefinite life is reviewed each reporting period
to determine whether indefinite life assessment continues to be supportable. If not, the
change in the useful life assessment from indefinite to finite is accounted for as a change in
an accounting estimate and is thus accounted for on a prospective basis.
Gains or losses arising from derecognition of an intangible asset are measured as the
difference between the new disposal proceeds and the carrying amount of the asset and
are recognized in profit or loss when the asset is derecognized.
(j) Share based payment transactions
The group provides benefits to its key management personnel in the form of share based
payments, whereby they render services in exchange for shares or rights over shares
(equity settled transactions).
The cost of these equity settled transactions with employees is measured by reference to
the fair value of the equity instruments at the date at which they are granted. The fair value
is determined using the black scholes model.
In valuing equity settled transactions no account is taken of any vesting conditions, other
than conditions linked to the price of shares of Bassari Resources Ltd if applicable.
The cost of equity settled transactions is recognized, together with a corresponding
increase in equity, over the period in which the performance and/or service conditions are
fulfilled (the vesting period), ending on the date on which the relevant employees become
fully entitled to the award (the vesting date).
At each subsequent reporting date until vesting, the cumulative charge to the income
statement is the product of (i) the grant date fair value of the award; (ii) the current best
estimate of the number of awards that will vest, taking into account such factors as the
likelihood of employee turnover during the vesting period and the likelihood of non market
performance conditions being met; and (iii) the expired portion of the vesting period.
The charge to the income statement for the period is the cumulative amount as calculated
above less amounts already charged in previous periods. There is a corresponding credit to
equity.
Equity settled awards granted by Bassari Resources Ltd to employees of subsidiaries
are recognized in the parent’s separate financial statements as an additional investment
in the subsidiary with a corresponding credit to equity. These amounts are eliminated on
consolidation. As a result, the expense recognized by Bassari Resources Ltd in relation to
equity settled awards only represents the expense associated with grants to employees of
the parent. The expense recognized by the Group is the total expense associated with all
such awards.
Until an award has vested, any amounts recorded are contingent and will be adjusted if
more or fewer awards vest than were originally anticipated to do so. Any award subject to
market condition is considered to vest irrespective of whether or not that market condition
is fulfilled, provided that all other conditions are satisfied.
If the terms of an equity settled award are modified, as a minimum an expense is
recognized as if the terms had not been modified. An additional expense is recognized
for any modification that increases that total fair value of the share based payment
arrangement, or is otherwise beneficial to the employee, as measured at the date of
modification.
If an equity settled award is cancelled it is treated as if it had vested on the date of
cancellation, and any expense not yet recognized for the award is recognized immediately.
However if a new award is substituted for the cancelled award and designated as a
replacement award on the date that it is granted, the cancelled and new aware are treated
as if they were a medication of the original award, as described in the previous paragraph.
98

(k) Exploration Expenditure
Exploration and evaluation expenditures in relation to each separate area are recognised
as an exploration and evaluation asset in the year in which they are incurred where the
following conditions are satisfied:
i. The rights to tenure of the area of interest are current; and
ii. At least one of the following conditions is also met:
a. The exploration and evaluation expenditures are expected to be recouped through
successful development and exploration of the area of interest or alternatively,
by its sale; or
b. Exploration and evaluation activities in the area of interest have not at the reporting
date reached a stage which permits a reasonable assessment of the existence or
otherwise of economically recoverable reserves, and active and significant operations
in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are initially measured at cost and include the acquisition
of rights to explore, studies, exploratory drilling, trenching and sampling associated
activities and an allocation of depreciation and amortization of assets used in the
exploration and evaluation activities. General administrative costs are only included in
the measurement of exploration and evaluation costs where they relate directly to the
operational activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and
circumstances suggest that the carrying amount of an exploration and evaluation asset may
exceed its recoverable amount. The recoverable amount of the exploration and evaluation
asset (or the cash-generating units to which it has been allocated, being no larger than
the relevant are of interest) is estimated to determine the extent of the impairment loss (if
any). Where an impairment loss subsequently reverses, the carrying amount of the asset
is increased to the revised estimate of its recoverable amount, but only to the extent that
the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset in previous years.
Where a decision is made to proceed with the development in respect of a particular area
of interest, the relevant exploration and evaluation asset is tested for impairment and the
balance is then reclassified to development.
Accumulated costs in relation to an abandoned area are written off in full against profit/
(loss) in the year in which the decision to abandon the area is made. In addition, a provision
is raised against exploration and evaluation expenditure where the directors are of the
opinion that the carried forward net cost may not be recoverable. Any such provision is
charged against the results for the year.
When production commences, the accumulated costs for the relevant area of interest are
amortised over the life of the area according to the rate of depletion of the economically
recoverable reserves.
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.
Exploration and evaluation expenditure is assessed for impairment if facts and
circumstances suggest that the carrying amount may exceed the recoverable amount.
For the purposes of impairment testing, exploration and evaluation expenditure is allocated
to cash-generating units to which the exploration activity relates. The cash generating unit
shall not be larger than the area of interest.
(l) Revenue
Revenue from the sale of goods is recognised when the consolidated entity has transferred
the significant risks and Impairment testing is performed annually for capitalised mining
convention costs and intangible assets with indefinite lives.
Revenue from the rendering of a service is recognised by reference to stage of completion
of the service. All revenue is stated net of the amount of goods and services tax (GST).
99

Interest revenue is recognised on a time proportionate basis taking into account the
effective yield on the financial assets.
(m) Provisions
Provisions are recognised when the company 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.
(n) Employee Benefits
Provision is made for the company’s liability for employee benefits arising from services
rendered by employees to balance date. Employee benefits that are expected to be settled
within one year have been measured at the amounts expected to be paid when the liability
is settled, plus related on-costs. Employee benefits payable later than one year have been
measured at the present value of the estimated future cash flows to be made for those benefits.
(o) 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 notrecoverable from the Australian Tax Office. 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 expense. Receivables and payables in the balance sheet are shown
inclusive of GST.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST
component of investing andfinancing activities, which are disclosed as operating cash flows.
(p) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue
of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
NOTE 2. Assumption used in preparing the Pro-forma Income
Statement and Balance Sheet
The pro-forma statement of financial position of Bassari Resource Ltd as at 30 June 2007
has been prepared as if the following transactions have taken place at that date:
i. The issue of 40,000,000 fully paid shares at a price of 25 cents each to raise
$10,000,000. We note that if the maximum over subscriptions are reached the issue of
48,000,000 fully paid shares at a price of 25 cents each to raise $12,000,000 will take
place, increasing cash and equity by approximately $2,000,000.
ii. The payment and recognition directly in equity, as a reduction of the share proceeds
received, the total costs expected to be incurred in connection with the Prospectus
and the issue of $590,000. Additionally corporate advisor costs of $194,300 have been
incurred in connection with the Prospectus and have been paid as options as disclosed
in Note 9.
iii. The acquisition of 100% of issued capital of the issued capital of Bassari Resources
Senegal SARL by Bassari Resource Ltd. The fair value of the consideration for this
acquisition was $6,250,000 settled via issue of 25,000,000 fully paid ordinary shares in
Bassari Resources Ltd
iv. The issue of 14,091,220 fully paid ordinary shares in Bassari Resources Ltd in full
satisfaction for convertible debt owing, of $951,572, to Tranche 1 investors.
v. The issue of 5,016,000 fully paid ordinary shares in Bassari Resources Ltd in full
satisfaction for convertible debt owing, of $627,000, to Tranche 2 investors.
vi. Consolidation of Bassari Resources Ltd Group.
vii. Resolutions ratified at General Meeting of the Company held on 14 November 2007:
100
a. Issue of 6,900,000 options to the corporate advisors. These options were
valued at 8.4 cents being a total fair value of $462,300.
b. Issue of 3,100,000 options to directors, management and consultants.
These options were valued at 6.7 cents being a total fair value of $260,400.
c. Issue of 4,000,000 ordinary shares to the promoters of the company.
These shares were valued at $0.25 less a 20% discount due to the 2 year escrow
period, being a total fair value of $800,000.

NOTE 3. Cash
Pro-forma Audited Pro-forma Pro-forma
Notes Historical Reviewed Consolidated
30/06/07 Historical Reviewed
(Bassari 30/06/07 Historical
Resources Ltd) (Bassari 30/06/07
Resources Ltd
$ $ $
Cash at bank 241,656 241,656 241,656
Pro-forma transactions
Proceeds from share issued 2.1 - 10,000,000 10,000,000
pursuant to the IPO
Payments of Capital 2.2 - (590,000) (590,000)
Raising costs
Cash Assets of Bassari 2.3 - - 81,881
Resources Senegal SARL
Total Cash at Bank 241,656 9,651,656 9,733,537
NOTE 4. Trade and other Receivables
Loan to Bassari Senegal SARL 340,000 340,000 340,000
Income tax credits 405 405 405
Pro-forma transactions
Shares issued to 2.4 - 951,572 -
Tranche 1 investors
Consolidation of Bassari 2.6 - - (340,000)
Resources Ltd Group
Total Trade and other Receivables 340,405 1,291,977 405
The loan account to Bassari Senegal SARL represents exploration expenditure
incurred by Bassari Senegal and funded by Bassari Resources Australia Ltd
NOTE 5. Financial Assets
Pro-forma transactions
Investment in Subsidiary 2.3 - 6,250,000 -
Total Financial Assets - 6,250,000 -
NOTE 6. Intangible Assets
Pro-forma transactions
Preliminary expenses 2.6 - - 689
Capitalised Exploration 2.6 - - 1,180,144
and Evaluation costs
Total Intangible Assets - - 1,180,833
101

102
Pro-forma Number of Audited Pro-forma Pro-forma
Notes shares/ Historical Reviewed Consolidated
options 30/06/07 Historical Reviewed
(Bassari 30/06/07 Historical
Resources (Bassari 30/06/07
Ltd) Resources Ltd)
$ $ $ $
NOTE 7. CONTRIBUTED EQUITY
Balance at incorporation 2 2 2 2,421
Pro-forma transactions
Issue of 2.1 40,000,000 - 10,000,000 10,000,000
ordinary shares
pursuant to IPO
Share issue 2.2 - - (784,300) (784,300)
expenses post IPO
Shares issued for the 2.3 25,000,000 - 6,250,000 582,060
acquisition of Bassari
Resources Senegal SARL
Shares issued to 2.4 14,091,220 - 951,572 951,572
Tranche 1 investors
Shares issued to 2.5 5,016,000 627,000 627,000 -
Tranche 2 investors
Shares issued 2.7.3 4,000,000 - 800,000 800,000
to promoters
Total shares on issue 88,107,222 627,002 17,844,274 11,551,753
Post IPO (1)
(1) The $ issued capital of the consolidated group is different from the parent as a result of
reverse acquisition account under AASB 3 Business Combinations.
NOTE 8. OPTION RESERVE
Pro-forma transactions
Issue of options to 2.7.1 6,900,000 - 462,300 462,300
corporate advisors (1)
Option Reserve 6,900,000 - 462,300 462,300
(1) These have been valued using the Black-Scholes-Merton option valuation methodology
and the key assumptions used are a 51% volatility rate, a 8.4 cent Market Value for the
options less a discount of 20% for the two year escrow period, a risk free interest rate of
5.65%, and a term for the options of 3 years.
NOTE 9. SHARE BASED PAYMENTS
Pro-forma transactions
Issue of shares to 2.7.3 4,000,000 - 800,000 800,000
promoters of Bassari
Resources Ltd (2)
Issue of options to 2.7.1 6,900,000 - 462,300 462,300
corporate advisors (1)
Less amount allocated - - (194,300) (194,300)
to share issuance costs
for IPO work performed
Share Based Payments - 1,068,000 1,068,000

(1) These have been valued using the Black-Scholes-Merton option valuation methodology
and the key assumptions used are a 51% volatility rate, a 8.4 cent Market Value for the
options less a discount of 20% for the two year escrow period, a risk free interest rate of
5.65%, and a term for the options of 3 years.
(2) Issue of 4,000,000 ordinary shares to the promoters of the company. These shares
were valued at $0.25 less a 20% discount due to the 2 year escrow period, being a total
fair value of $800,000.
NOTE 10. OPTIONS ON ISSUE
Pro-forma transactions
Pro-forma Number of Audited Pro-forma Pro-forma
Notes shares/ Historical Reviewed Consolidated
options 30/06/07 Historical Reviewed
(Bassari 30/06/07 Historical
Resources (Bassari 30/06/07
Ltd) Resources Ltd)
Issue of options to 2.7.1 6,900,000 - 462,300 462,300
consultants (1)
Issue of options to 2.7.2 3,100,000 - 260,400 260,400
Directors (1)
Options on Issue 10,000,000 - 722,700 722,700
(1) These have been valued using the Black-Scholes-Merton option valuation methodology
and the key assumptions used are a 51% volatility rate, a 8.4 cent Market Value for the
options less a discount of 20% for the two year escrow period, a risk free interest rate of
5.65%, and a term for the options of 3 years.
NOTE 11. ACQUISITION OF A SUBSIDIARY
Subsequent to 30 June 2007 and included in the pro-forma transaction is the acquisition of
Bassari Senegal SARL by Bassari Resources Ltd. Under AASB 3 this transaction is viewed
as a reverse acquisition and as a result the acquiring entity for accounting purposes is
Bassari Senegal Ltd.
The consideration for this acquisition was the issue of shares in Bassari Resources
Ltd at fair value of $6,250,000. However as a result of the transaction being a reverse
acquisition the fair value of Bassari Resources Ltd is deemed to have been acquired by
Bassari Senegal Ltd
The fair value of Bassari Resources Ltd
net assets acquired were:
Cash Assets 241,655
Receivable 405
Receivable from Bassari Resources Ltd 340,000
Consideration paid 582,060
NOTE 12. RELATED PARTY AND KEY MANAGEMENT PERSONNEL DISCLOSURES
Director’s Interest in Shares
For details on Directors Interests in Securities, refer to Section xxx of the Prospectus
Director’s Remuneration
Pursuant to the Company’s Constitution, the Non Executive Directors of the company
are entitled to receive remuneration for their services as Non Executive Directors in such
amount which the aggregate does not exceed $250,000 per annum and does not consist
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of a commission on or percentage of profits or operating revenue.
Directors remuneration is detailed in section 9 of the Prospectus.
Contracts with Executive Directors
For details on Contracts with Executive Directors, refer to Section 9 of the Prospectus.
NOTE 13. COMMITMENTS
Exploration Tenements – Commitments for Expenditure
In order to maintain current rights of tenure to exploration tenements, the Company
and economic entity is required to meet the minimum expenditure requirements of the
Department of Mining. Minimum expenditure commitments may otherwise be avoided by
sale, farm out or relinquishment. These obligations are not provided in the accounts and
are payable as follows:
Not later than 1 year $1,200,000
Later than 1 year but not later than 2 $1,400,000
Later than 2 years but not later than 3 $1,600,000
NOTE 14 AFTER BALANCE DATE EVENTS
No matter or circumstances has arisen since the date of the report which has significantly
affected, or may significantly affect, the operation of the entity, the results of the
operations or the state of affairs in future years, not otherwise disclosed in this report.
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9. Material
Agreements
The Board considers that certain agreements relating to the Company are significant to
the Offer, the operations of the Company or may be relevant to investors. A description of
material agreements or arrangements is set out below.
To fully understand all rights and obligations of a material agreement, it would be necessary
to review it in full and these summaries should be read in this light.
Copies of these agreements and the company’s Constitution will be available for inspection
by any person without charge, during normal business hours at the registered office of the
company for at least six months after lodgement of this Prospectus with ASIC.
9 .1 AC Q U I S I T I O N AG R E E M E N T
This Agreement dated 30 October 2007 is between Bassari Resources Limited
(Purchaser) and Mr Lamine Diouf and Senegal Nominees S.A.R.L. (together the Vendors)
and Lamine Diouf and Alex Mackenzie (together the Warrantors). It provides for the
sale by the Vendors of all the issued share capital in Bassari Resources Senegal S.A.R.L.
(BRSS) and for the Vendors and Warrantors to provide certain covenants and warranties in
favour of the Purchaser. BRSS is the holder of a 70% equity share in the three exploration
permits known as Moura, Sambarabougou and Bounsankoba via the Joint Venture
Agreements.
In consideration for the transfer, the Company has paid the Vendors 1,000,000 FCFA
(approximately $2,500 based on an approximate exchange rate of 400FCFA:$1) and
issued to the Vendors 25 million Shares. The agreement also provides for the Company
to extinguish any obligation or indebtedness of BRSS relating to the initial seed capital
investment in BRSS of US$808,836 by the issue of 14,091,220 Shares to the seed capital
investors.
There are certain warranties by the Company, including a commitment to uphold the
obligations of BRSS under the Joint Venture Agreements and to continue to fully finance
exploration expenditure up to the date of bankable feasibility and the decision to mine.
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9 . 2 J O I N T V E N T U R E AG R E E M E N T S
9.2.1. Sengold Mining NL (“Sengold”) Joint Venture Agreement
This is a joint venture between BRSS and Sengold dated 29 June 2007. The joint venture
relates to a mining exploration permit in Senegal held by Sengold known as the Moura
permit. Details of the permit are provided in the Tenement Report in section 7 of this
Prospectus and in the Independent Geologist’s Report in Section 6.
Under the joint venture agreement BRSS acquired a 70% interest in the joint venture
together with full management and operational control, via its role as operator, in
consideration for BRSS:
• paying US$100,000;
• providing sufficient funds to maintain the licences in good standing,
including to conduct exploration activities and studies;
• paying the managing director of Sengold a monthly retainer of US$2,500
to the date of a decision to mine; and
• undertaking to arrange for a fee of the higher of 1% over and above the cost of financing
or the ruling LIBOR plus 2% of the amount financed to meet the financial requirements
of any special purpose company subsequently put in place to exploit any discoveries.
Under the agreement, BRSS finances all exploration costs up to the completion of a
bankable feasibility study and a decision to mine. From that date, further exploration and
development expenditure are to be funded in accordance with the respective parties’
interests. If Sengold decides not to contribute its 30% of expenditure then it will be
watered down to a free carried 10% interest.
In addition, Sengold guarantees that the joint venture interest of BRSS will not reduce
below 65% as a result of the allocation of a 10% interest to the Government of Senegal
and any application of “buy back” provisions contained in the Senegalese Mining Code.
9.2.2 West African Trading Investment and Construction (“WATIC”)
Joint Venture Agreement
This is a joint venture between BRSS and WATIC dated 29 June 2007. The joint venture
relates to a mining exploration permit in Senegal held by WATIC and known as the
Sambarabougou permit. Details of the permit are provided in the Tenement Report in
section 7 of this Prospectus and in the Geologist’s Report in section 6.
Under the joint venture agreement BRSS acquired a 70% interest in the joint venture
together with full management and operational control, via its role as operator, in
consideration for BRSS:
• paying US$50,000;
• providing sufficient funds to maintain the licences in good standing,
including to conduct exploration activities and studies;
• paying the managing director of WATIC a retainer of US$1,250 per month
to the date of any decision to mine; and
• undertaking to arrange for a fee of the higher of 1% over and above the cost of financing
or the ruling LIBOR plus 2% of the amount financed to meet the financial requirements
of any special purpose company subsequently put in place to exploit any discoveries.
Under the agreement, BRSS finance all exploration costs up to the completion of a
bankable feasibility study and a decision to mine. From that date, further exploration and
development expenditure are to be funded in accordance with the respective parties’
interests. If WATIC decides not to contribute its 30% of expenditure then it will be watered
down to a free carried 10% interest.
In addition, WATIC guarantees that the joint venture interest of BRSS will not reduce below
65% as a result of the allocation of a 10% interest to the Government of Senegal and any
application of “buy back” provisions contained in the Senegalese Mining Code.
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9.2.3 Libah Investments Limited (“Libah”) Joint Venture Agreement
This is a joint venture between BRSS and Libah dated 29 June 2007. The joint venture
relates to a mining exploration permit in Senegal held by Libah and known as the
Bounsankoba permit. Details of the permit are provided in the Tenement Report in section
7 of this Prospectus and in the Geologist’s Report in section 6.
Under the joint venture agreement BRSS acquired a 70% interest in the joint venture
together with full management and operational control, via its role as operator, in
consideration for BRSS:
• paying US$50,000;
• providing sufficient funds to maintain the licences in good standing,
including to conduct exploration activities and studies;
• paying the general manager of Libah a monthly retainer of US$2,500
to the date of any decision to mine; and
• undertaking to arrange for a fee of the higher of 1% over and above the cost of financing
or the ruling LIBOR plus 2% of the amount financed to meet the financial requirements
of any special purpose company subsequently put in place to exploit any discoveries.
Under the agreement, BRSS finance all exploration costs up to the completion of a
bankable feasibility study and a decision to mine. From that date, further exploration and
development expenditure are to be funded in accordance with the respective parties’
interests. If Libah decides not to contribute its 30% of expenditure then it will be watered
down to a free carried 10% interest.
In addition, Libah guarantees that the joint venture interest of BRSS will not reduce below
65% as a result of the allocation of a 10% interest to the Government of Senegal and any
application of “buy back” provisions contained in the Senegalese Mining Code.
9 . 3 E M P L OY M E N T C O N T R AC T - A N D R E W S M I T H
The Company has entered an agreement with Andrew Smith that provides for Mr Smith to
be employed by the Company as Chief Executive Officer for an indefinite period from 12
November 2007.
While the agreement is for an indefinite period it may be terminated by either party upon
giving three months notice. Under the agreement, Mr Smith will receive a base salary
of $125,000 per annum (inclusive of superannuation) with a bonus of up to a maximum
of 100% of that base salary per annum as determined by the Board on the advice of
the Chairman. The Board will determine bonuses based on key performance indicators
approved by the Board, acting reasonably.
The agreement provides for the Company to be able to terminate Mr Smith’s employment
immediately without notice where he:
• is guilty of serious misconduct which in the reasonable opinion of the Company is not
capable of remedy within 7 days; or if capable of being remedied, has or is likely to have
an adverse effect on the reputation or operations of the Company;
• is convicted of any indictable offence involving fraud or dishonesty or any other serious
offence which is punishable by imprisonment (whether the Executive is imprisoned or
not);
• fails or refuses to comply with any reasonable lawful direction given to the Executive by
the Company ;
• commits a serious or persistent breach of any provision of the employment agreement
which is incapable of being remedied to the reasonable satisfaction of the Company;
• is absent from the business of the Company without leave for more than 1 week on
which he was obligated to work (unless such absence is for bona fide compassionate
reasons or is otherwise authorised by the Company);
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• fails to remedy, to the reasonable satisfaction of the Company, a serious or persistent
breach or default of any provision of the employment agreement which is capable of
being remedied, within 7 days of receiving notice from the Company of that breach or
default;
• is, by reason of illness or other incapacity, unable to attend to his responsibilities and
duties for a 3 month period provided that the period referred to in this clause is not a
period in which he is entitled to leave.
The employment agreement also contains certain restraints effective up to six months
after Mr Smith’s employment ends.
9 . 4 M A N AG E M E N T C O N S U LT I N G AG R E E M E N T - A L E X A N D E R M AC K E N Z I E
The Company has entered into a consultancy agreement with Mr Alex Mackenzie to
provide consulting services and assistance in relation to the Company’s projects described
in this Prospectus. Mr. Mackenzie has been engaged for an initial period of two years with
the potential to extend this period. More specifically, the services and advice Mr Mackenzie
will provide will include:
− liaison with the Senegal Mines Department and Government of the Republic of Senegal;
− evaluation of current and future projects;
− assistance with the management of the geological team in Senegal;
− co-ordinating the preparation of feasibility and development studies in relation to projects
in Senegal;
− administration, financial and accounting services; and
− such other services as may reasonably be requested by the Company in connection
with its Senegal projects.
Under the terms of the agreement, Mr Mackenzie will be paid at daily rates set at
commercially competitive rates relevant to the services provided. In default of agreement,
the rates are set at $500 per day with a yearly maximum of $150,000, plus GST where
applicable, plus reimbursement for expenses.
9 . 5 AGREEMENTS WITH MR DIOUF, MR BAL, MR AGYEMANG AND MR TALL
Lamine Diouf (managing geologist), Lamine manages field operations and government
liaison for the Company in Senegal and has been managing the Bassari’s field exploration
program at Moura and Sambarabougou over the the last 18 months and is formally
employed as managing director of Bassari’s joint venture partner Sengold (see section
9.2.1) and has also worked with Bassari for an extended period over the last two years. In
addition to his duties with Sengold and working with the Company in relation to the Joint
Venture Agreement, he provides numerous other services for the Company. The Company
will continue to engage Mr Diouf going forward and, upon completion of the Offer, intends
to finalise contractual relationships with him.
Michael Bal (senior consulting geologist), Kofi Agyemang (senior consulting geologist) and
Doudou Tall (administration manager) have worked with Bassari for extended periods of
time over the last two years. The Company will continue to employ their services going
forward and, upon completion of the Offer, intends to finalise contractual relationships with
these parties.
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9 . 6 DIRECTORS DEEDS OF INDEMNITY AND DIRECTORS AND OFFICERS INSURANCE
The Company has entered into deeds of access and indemnity with each of the Directors.
Each deed provides each respective Director, during the period of their directorship and for
a period of at least seven years after that directorship ceases, with;
• a right to access certain documents of the Company;
• a right to directors and officers insurance; and
• an indemnity in respect of liability they may incur as a result of being a Director and in
respect of the payment of all that Director’s reasonable defence costs in relation to any
claim alleging any liability on the part of that Director as a result of being a Director.
The Company will also take out a directors and officer liability insurance policy for a
mimimum of $10,000,000 cover.
9 .7 L O D G E C O R P O R AT E AG R E E M E N T
On 15th November 2007 the Company entered into a mandate agreement with Lodge
Corporate Pty Ltd whereby Lodge Corporate Pty Ltd agrees to be named as Broker to the
Offer and will use its reasonable efforts to promote the Offer amongst its client base and
provide such other assistance to the Company in connection with the Offer as agreed from
time to time, including coordinating (where applicable and reasonable) the participation of
other brokers.
Lodge Corporate Pty Ltd will be paid a fee of 4% of subscription monies (exclusive
of GST). The Mandate Agreement includes terms and conditions that are typical for
agreements of this nature including typical warranties and undertakings given by the
Company and rights of termination of the mandate agreement in favour of Lodge.
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10 .1 R I G H T S AT TAC H I N G TO S H A R E S
Full details of the rights attaching to Shares are set out in the Company’s Constitution, a
copy of which can be inspected at the Company’s registered office during normal business
hours.
The following is a broad summary of the rights, privileges and restrictions attaching to all
Shares. The summary is not exhaustive and does not constitute a definitive statement of
the rights and liabilities of Shareholders.
10.1.1 General
All Shares issued pursuant to this Prospectus will from the time they are issued, rank pari
passu with all the Company’s existing Shares.
10.1.2 General Meetings
Shareholders are entitled to be present in person, or by proxy, attorney or representative
to attend and vote at general meetings of the Company.
Shareholders may requisition meetings in accordance with Section 249D of the
Corporations Act and the Constitution of the Company.
10.1.3 Voting Rights
Subject to any rights or restrictions for the time being attached to any class or classes of
shares, at general meetings of shareholders or classes of shareholders:
(a) subject to paragraphs (b) and (c), on a show of hands, each shareholder present has
one vote;
(b) where a shareholder has appointed more than one person as a representative, proxy
or attorney for that shareholder, none of the representatives, proxies or attorneys is
entitled to vote on a show of hands;
(c) where a person is entitled to vote by virtue of paragraph (a) in more than one capacity,
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10. Additional
Information

that person is entitled to only one vote on a show of hands;
(d) on a poll, each shareholder present:
(i) has one vote for each fully paid Share held; and
(ii) for each other Share held has a fraction of a vote equivalent to the proportion
which the amount paid (not credited) bears to the total amounts paid and payable
(excluding amounts credited) for the Share. When calculating this proportion,
amounts paid in advance of a call are to be ignored
10.1.4 Dividend Rights
Subject to the rights of persons (if any) entitled to shares with special rights to dividend the
Directors may declare a final dividend out of profits in accordance with the Corporations
Act and may authorise the payment or crediting by the Company to the shareholders of
such a dividend. The Directors may authorise the payment or crediting by the Company
to the shareholders of such interim dividends as appear to the Directors to be justified
by the profits of the Company. Subject to the rights of persons (if any) entitled to shares
with special rights as to dividend all dividends are to be declared and paid according to
the amounts paid or credited as paid on the shares in respect of which the dividend is
paid. Interest may not be paid by the Company in respect of any dividend, whether final or
interim.
10.1.5 Winding-Up
If the Company is wound up, whether voluntarily or otherwise, the liquidator may divide
among all or any of the contributories as the liquidator thinks fit in specie or kind any part of
the assets of the Company, and may vest any part of the assets of the Company in trustees
on any trusts for the benefit of all or any of the contributories as the liquidator thinks fit.
If thought expedient, any division may be otherwise than in accordance with the legal
rights of the contributories and, in particular, any class may be given preferred or special
rights or may be excluded altogether or in part, but in case any division otherwise than
in accordance with the legal rights of the contributories is determined, any contributory
who would be prejudiced by the division has a right to dissent and ancillary rights as if the
determination were a special resolution passed under the Corporations Act relating to the
sale or transfer of the Company’s assets by a liquidator in a voluntary winding up.
10.1.6 Transfer of Shares
Generally, Shares are freely transferable, subject to formal requirements, the registration
of the transfer not resulting in a contravention of or failure to observe the provisions of a
law of Australia and the transfer not being in breach of the Corporations Act or the Listing
Rules.
10.1.7 Variation of Rights
Pursuant to Section 246B of the Corporations Act, the Company may, with the sanction
of a special resolution passed at a meeting of shareholders vary or abrogate the rights
attaching to shares. If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by the terms of issue of
the shares of that class), whether or not the Company is being wound up may be varied or
abrogated with the consent in writing of the holders of three-quarters of the issued shares
of that class, or if authorised by a special resolution passed at a separate meeting of the
holders of the shares of that class.
10 . 2 T E R M S A N D C O N D I T I O N S O F U N L I S T E D O P T I O N S
10.2.1 Entitlement
Each Option entitles the holder to subscribe for one ordinary share in the capital of the
company.
10.2.2 Price
The Option exercise price of the options is $0.30 per option.
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10.2.3 Exercise Period
The Options are exercisable on or before 5.00pm Melbourne time on 31 December
2010 (Expiry Date) by completing an Option exercise form (in a form acceptable to the
Company in its sole discretion and, at a minimum, containing the information in the Notice
of Exercise of Options set out below) and delivering it together with the payment for the
number of Shares in respect of which the Options are exercised, to the registered office of
the Company.
10.2.4 Exercise of part
The holder of Options may exercise part of the Options only without prejudice to the
holder’s ability to subsequently exercise any remaining options.
10.2.5 Quotation of Shares on Exercise
Application will be made by the Company to the ASX for official quotation of any Shares
issued upon exercise of options, subject to satisfaction of any applicable restriction
agreements.
10.2.6 Transferability
Subject to the Corporations Act, the ASX Listing Rules and the Constitution of the
Company, options are freely transferable.
10.2.7 Quotation of Options
Options will not initially be listed for official quotation on the ASX. However, an application
may in future be made to the ASX for official listing of the Options upon completion of any
escrow period imposed by ASX, if the Board decides (in its sole discretion)to do so.
10.2.8 Shares Issued on Exercise
All Shares issued upon exercise of Options will rank pari passu in all respects with the
Company’s then issued ordinary fully paid shares.
10.2.9 Participation in New Issues
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. However, the Company will ensure that for the purposes of
determining entitlements to any such issue, the record date will be at least 5 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.
10.2.10 Adjustment for reconstructions
If at any time the capital of the Company is reconstructed (including consolidation, subdivision,
reduction or return), all rights of an Option holder (including the number of options
and/or the exercise price of the options) are to be changed in a manner consistent with the
Corporations Act and the ASX Listing Rules applying to a reconstruction of capital at the
time of the reconstruction.
10.2.11 Adjustments for bonus issue of Shares
If, before expiry of any Options, the Company makes an issue of Shares to the holders of
Shares by way of capitalisation of profits or reserves (bonus issue) other than in lieu of
a dividend payment, then upon exercise of an Option, the holder will be entitled to have
issued to them (in addition to the Shares to which they are otherwise entitled to have
issued to them upon such exercise) additional Shares in the Company. The number of
additional Shares is the number that would have been issued to them under the bonus
issue (bonus shares) if on the date on which entitlements were calculated they had been
registered as the holder of the number of Shares that they would have been registered as
holder if immediately before that date they had exercised their Options. The bonus shares
will be paid up by the Company out of the profits or reserves (as the case may be) in the
same manner as was applied in relation to the bonus issue and upon issue will rank pari
passu in all respects with the other Shares allotted upon exercise of an Option.
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10.2.12 Adjustment for rights issue
If the Company makes an issue of Shares pro rata to existing Shareholders (other than an
issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the exercise
price of any unexercised Option will be reduced according to the following formula:
New exercise price = O – (E x [P – (S + D)] ÷ [N + 1])
O = the old exercise price of the Unlisted Option.
E = the number of underlying Shares into which one Unlisted Option is exercisable.
P = average market price per Share weighted by reference to the volume of the
underlying Shares during the five trading days ending on the day before the
ex rights date or ex entitlements date.
S = the subscription price of a Share under the pro rata issue.
D = the dividend due but not yet paid on the existing underlying Shares
(except those to be issued under the pro rata issue).
N = the number of Shares with rights or entitlements that must be held to receive
a right to one new Share.
10.2.13 Vesting of Options
Notwithstanding any other provision of these Option terms:
i. Options will not vest until the listing of the Company on the ASX; and
ii. Options issued to the Directors of the Company will not vest until 365 days after the
Company lists on the ASX, with vesting conditional upon the person still being a Director
of the Company at that time, provided that early vesting may occur if the Chairman of
the Company acting in their sole discretion determines otherwise or,
in the case of Options issued to the Chairman, a majority of the remaining Directors
so determine.
10 . 3 D I R E C TO R S ’ I N T E R E S T S
10.3.1 Directors’ Interest in Shares
Other than as disclosed in this Prospectus no Director holds, or during the last two years,
has held any interest in:
a) the formation or promotion of the Company;
b) property acquired or proposed to be acquired by the Company in connection
with its formation or promotion of the Offer; or
c) the Offer.
No amounts (whether in cash or shares or otherwise) have been paid or agreed to be paid
to any Director to induce him to become or to qualify as a director or otherwise for services
provided by him in connection with the formation or promotion of the company or the
Offer.
Mr Clive Wright is a director and shareholder of Jocelyn Peak Pty Ltd which provides
mining consulting services to the Company.
The Directors are not required by the Constitution to hold any shares in the Company. As at
the date of this Prospectus, the Directors (either personally or indirectly) have the following
interests in the Shares and Options of the Company:
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Shares and Options held by Directors
SHARES OPTIONS
Director Direct Indirect Direct Indirect
Clive Wright 100,000 167,360 1,500,000
Andrew Smith 28,430 320,000 800,000
Jozsef Patarica - 80,000 500,000
Aaron Treyvaud - - 300,000
10.3.2 Remuneration of Non-Executive Directors
Pursuant to the Company’s Constitution, the Directors of the Company are entitled to
receive remuneration for their services as Directors in such amount which in aggregate
does not exceed an amount per annum fixed by the Company in general meeting from
time to time. Currently, the aggregate amount is fixed at $150,000 per annum. Additionally,
Directors will be entitled to be reimbursed for properly incurred expenses.
At present, the Company has determined to pay the Non-Executive Chairman $20,000 and
the non-executive Directors $15,000 per annum.
If a non-executive Director performs extra services, which in the opinion of the Directors
are outside the scope of the ordinary duties of the Director, the Company may remunerate
that Director by payment of a fixed sum determined by the Directors in addition to or
instead of the remuneration referred to above.
A Director is entitled to be paid travelling and other expenses properly incurred by them in
attending Director’s or general meetings of the Company or otherwise in connection with
the business of the Company.
10.3.3 Remuneration of Executive Directors
The remuneration of an executive Director may from time to time be fixed by the Directors.
The remuneration may be by way of salary or commission or participation in profits.
Except as disclosed in this section and in section 9.3 no remuneration will be payable to an
executive Director.
10.3.4 Other Interests
As outlined in Section 9.6, the Company has entered into Deeds of Access and Indemnity
with each of the Directors.
10 . 4 I N T E R E S T S O F PE R S O N S N A M E D
Other than as set out below or elsewhere in this Prospectus, no person named in this
Prospectus as performing a function in a professional, advisory or other capacity in
connection with the preparation or distribution of this Prospectus has, or has had within the
two years before lodgement of this Prospectus with the ASIC, any interest in:
(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection
with its formation or promotion or in connection with the Offer;
(c) the Offer;
and 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 for services rendered by them in connection
with the formation or promotion of the Company or the Offer.
Ian Grant will receive professional fees of approximately $10,000 up to the date of this
Prospectus for work undertaken as the Independent Accountant in relation to the Offer and
has prepared the Independent Accountant’s report appearing in section 8. Ian Grant may
also receive further payments for additional work in accordance with his normal time based
charges.
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Lodge Corporate Pty Ltd will act as Broker to the Offer for which it will receive the fees
outlined in section 9.7.
RSG Global Pty Ltd has prepared the Independent Geologists report included in Section 6
of this Prospectus. The Company will pay approximately $40,000 to RSG Global Pty Ltd for
these services.
Link Market Services Limited has been appointed to conduct the Company’s registry
functions and to provide administrative services in respect to the processing of
Applications received pursuant to this Prospectus and will be paid for these services on
standard industry terms and conditions.
10 . 5 E X P E N S E S O F T H E O F F E R
The total cash expenses of the Offer payable by the Company are estimated to be
approximately $590,000 ($670,000 if the maximum raising is achieved). These expenses
include expert’s opinions, accounting fees, administration and consulting fees, brokerages,
legal fees, ASX and ASIC fees, the cost of advertising, printing and distributing this
Prospectus and other miscellaneous expenses.
These expenses will be paid or will be payable by the Company.
In addition, the Company has issued 2.9 million Options to consultants in relation to the
preparation of this Prospectus.
10 . 6 TA X AT I O N I M P L I C AT I O N S
The acquisition and disposal of Securities will have taxation consequences, which will
differ depending on the individual financial affairs of each investor. All potential investors in
the Company are urged to take independent financial advice about the taxation and other
consequences of investing in the Company.
To the maximum extent permitted by law, the Company, its officers and each of
their respective advisors accept no responsibility or liability in respect to the taxation
consequences of subscribing for Shares under this Prospectus.
10 .7 C O N S E N T S
Each of the parties referred to in this section:
(a) does not make, or purport to make, any statement in this Prospectus other than those
referred to in their respective signed reports; and
(b) to the maximum extent permitted by law, expressly disclaim and take no responsibility
for any part of this Prospectus other than a reference to their name and a statement
included in this Prospectus with the consent of that party.
• Lodge Corporate Pty Ltd has given and at the date of this Prospectus, has not
withdrawn its consent to being named in this Prospectus as the Broker to the
Offer in the form and context in which it is named. Lodge Corporate has not had
any involvement in the preperation of this Prospectus on due diligence, has not
authorised or caused the issue of this Prospectus and takes no responsibility for any
part of this Prospectus.
• RSG Global Pty Ltd has given and, as at the date of this Prospectus, has not
withdrawn its written consent to being named in this Prospectus as the Independent
Geologist to the Company and to the inclusion of the Independent Geologist’s Report
in the form and context it appears in Section 6 of this Prospectus.
• Ian Grant has given and at the date of this Prospectus, has not withdrawn his consent
to being named in this Prospectus as the Auditor and Independent Accountant and to
the inclusion of the Independent Account’s Report in the form and context in which it
appears in Section 8 of this Prospectus.
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• Link Market Services Limited, has given and not withdrawn its written consent to be
named herein as the share registry to the Company in the form and context in which
it is so named. In addition, it has given and not withdrawn its written consent to the
despatch of this document. Link Market Services Limited has had no involvement in
the preparation of this document. Link Market Services Limited accepts no liability to
any person in respect of any false or misleading statement in, or omission from, any
other part of this document.
10 . 8 L I T I G AT I O N
Neither the Company nor its subsidiary is involved in any material litigation or arbitration
proceedings and so far as the Directors are aware, no such proceedings are pending or
threatened against the Company or its subsidiary.
10 . 9 R E S T R I C T E D S E C U R I T I E S
None of the Shares issued pursuant to this Prospectus will be classified as restricted
securities.
Subject to the application of the Cash Formula described below, a portion of the existing
Shares on issue as at the of this Prospectus and all of the Options (Existing Securities)
will be subject to the restricted securities provisions of the Listing Rules as a condition of
the Company’s application for admission to the Official List and Quotation of its Shares.
For holders of Existing Securities, restriction agreements will be entered into in accordance
with the Listing Rules whereby each relevant Shareholder will have to agree that, subject
to the application of the “cash formula” referred to below, they will not dispose of or
encumber any Existing Securities held by them after completion of the Offer until:
• in the case of an Existing Security holder who is a Related Party, Promoter or
Consultant (as those terms are defined in the Listing Rules), the second anniversary
of the date of commencement of Quotation; and
• in the case of an Existing Security holder who is not a Related Party, Promoter or
Consultant, the first anniversary of the date of their investment in the Company.
Cash Formula: in accordance with the provisions of the Listing Rules, Existing Security
holders will be permitted to dispose of or encumber that number of Shares held by them
at the commencement of Official Quotation, as is equal to the proportion that the original
cash payment that they made for each such Share bears to the Offer Price. This exemption
is known as the application of the “cash formula”.

It is expected that the Securities currently on issue will be classified by the ASX as follows:
Security holder Number of Number of Number of Restriction
Existing Restricted Restricted Period*
Securities Securities* Option*
Seed Investors: 11,546,482 Shares nil - nil
Initial investors
(June - Aug. 2006)
Seed Investors: 12 months from
2nd round 5,016,000 Shares 2,508,000** - investment
Investors (i.e. 31 March
(March 2007) 2008)
Seed Capitalist 24 months from
who are related 704,790 Shares 507,448** 3,100,000 the date of
parties (Directors) 3,100,000 Options Quotation
Seed Capitalists 24 months from
who are Vendors 1,839,950 Shares 1,324,764** the date of
or Promoters Quotation
Vendors / 29,000,000 Shares 24 months from
Promoters & 4,000,000 29,000,000 4,000,000 the date of
Options Quotation
24 months from
Consultants 2,900,000 Options - 2,900,000 the date of
Quotation
* these figures and time periods are based on the Company’s interpretation of the restricted securities
provisions of the Listing Rules and are subject to final confirmation by the ASX.
**Cash formula applied.
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The Directors state that they have made all reasonable enquiries and have reasonable
grounds to believe that any statements made by the Directors in this Prospectus are true
and not misleading and that, in respect of any other statements made in this Prospectus by
persons other than the Directors, 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 to the inclusion of such statement or statements in this
Prospectus and have not withdrawn that consent, before lodgement of this Prospectus
with ASIC or, to the Directors’ knowledge, before any issue of shares pursuant to this
Prospectus.
This Prospectus is prepared on the basis that:
a) certain matters may be reasonably expected to be known to professional advisors
of any kind with whom applicants may reasonably be expected to consult, and
b) information is known to applicants or their professional advisors by virtue of any
Acts or Laws of Victoria or the Commonwealth of Australia
Each Director has consented in writing to the lodgement of this Prospectus with ASIC and
has not withdrawn that consent.
DATED 19 November 2007
Signed for and on behalf of Bassari Resources Ltd by:
Andrew Smith
Director
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11. Authorisation

12. Glossary
A$ or $ An Australian dollar.
Acquisition Agreement The agreement for the purchase of the shares in
Bassari Resources Senegal by the Company.
Application A valid application to subscribe for Shares on an
Application Form.
Application Form The application form attached to or accompanying
this Prospectus.
ASIC Australian Securities & Investments Commission.
ASX ASX Limited (ABN 98 008 624 691).
Bassari Bassari Resources Limited (ACN 123 939 042).
Bassari Resources Senegal Bassari Resources Senegal S.A.R.L.
Board The board of Directors as constituted from time to time.
Business Day A week day when trading banks are ordinarily open
for business in Melbourne, Victoria.
Broker or Broker to the Offer Lodge Corporate Pty Ltd (ACN 125 323 168), Authorised
Representative Number 316212 being authorised by Lodge
Partners Pty Ltd under Australian Finanicial Services Licence,
Number 246271.
CHESS The Clearing House Electronic Subregister operated by
ASX Settlement and Transfer Corporation Pty Ltd (ASTC),
a wholly owned subsidiary of ASX, in accordance with the
Listing Rules and the ASTC Settlement Rules
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Company Bassari and, where the context requires, its subsidiaries.
Constitution The constitution of the Company.
Corporations Act The Corporations Act 2001 (Cth).
Directors The directors of the Company at the date of
this Prospectus.
EST Eastern Standard Time, Melbourne, Victoria.
Exposure Period The period of 7 days after the date of lodgement of this
Prospectus, which period may be extended by the ASIC
by not more than 7 days pursuant to Section 727(3) of the
Corporations Act.
FCFA Franc Communante Financiere Africaine, the local
currency in Senegal.
Joint Venture Agreements The joint venture agreements between Bassari Resources
Senegal and its joint venture partners, Sengold Mining NL,
West African Trading Investment & Construction S.A.R.L.
and Libah Investments Limited.
Listing Rules The official listing rules of ASX.
Mining Code The Senegalese Mining Code (Law number 2003-36
dated 24 November 2003 for the Mining Code and its
Implementing Decree 2004-647 dated 17 May 2003)
Offer The offer of Shares pursuant to this Prospectus.
Offer Price $0.25 per Share
Official List The Official List of ASX.
Official Quotation Official quotation by ASX in accordance with the
Listing Rules.
Prospectus This prospectus.
Public Offer Application Form The Public Offer application form attached to this
Prospectus.
Option An option to acquire one Share in the Company at an
exercise price of $0.30 per Share, exercisable on or before
31 December 2010 and subject to the terms and conditions
set out in section 10.2.
Securities Shares and Options
Share A fully paid ordinary share in the capital of the Company
Share Registry Link Market Services Limited
Shareholder A holder of Shares
US$ A United States of America dollar
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