AIM Rule 26

This sec­tion of the web­site con­tains infor­ma­tion required to be dis­closed by rule 26 of the AIM Rules for Com­pa­nies. The Com­pany does not intend doc­u­ments posted or referred to in this sec­tion of the web­site to be used for any pur­pose beyond ful­fill­ing its oblig­a­tions under rule 26. Any such doc­u­ments may con­tain infor­ma­tion which has become out of date, and accord­ingly no reliance should be placed on the infor­ma­tion or opin­ions con­tained in any such doc­u­ment or on its com­plete­ness and no under­tak­ing, rep­re­sen­ta­tion, war­ranty or other assur­ance, express or implied, is made or given by or on behalf of the Com­pany or any of its direc­tors, offi­cers, part­ners, employ­ees, agents or advis­ers or any other per­son as to the accu­racy or com­plete­ness of the infor­ma­tion or opin­ions con­tained in any such doc­u­ment and no respon­si­bil­ity or lia­bil­ity is accepted by any of them for any such infor­ma­tion or opin­ions. In addi­tion, none of such doc­u­ments con­sti­tutes or forms part of, any offer or invi­ta­tion to sell, allot or issue or any solic­i­ta­tion of any offer to pur­chase or sub­scribe for any secu­ri­ties, nor shall it (or any part of it) or the fact of its pub­li­ca­tion form the basis of, or be relied upon in con­nec­tion with, or act as any induce­ment to enter into, any con­tract or com­mit­ment for secu­ri­ties. The dis­tri­b­u­tion of any such doc­u­ment in other juris­dic­tions may be restricted by law and there­fore per­sons into whose pos­ses­sion any such doc­u­ment comes should inform them­selves about and observe any restriction.

Please fol­low the links for rel­e­vant information.

• Descrip­tion of the busi­ness
  About Scot­gold
• Names and Biogra­phies of the Direc­tors
  Man­age­ment
• Descrip­tion of Board Mem­bers’ respon­si­bil­i­ties and Board Com­mit­tees
  Cor­po­rate Governance
• Coun­try of Incor­po­ra­tion and main coun­try of oper­a­tion
  Incor­po­ra­tion
• Share­holder Rights
  Share­holder Rights
• Con­sti­tu­tional doc­u­ments
  Con­sti­tu­tion
• Rights Issue
  Announce­ments
• Details of other exchanges on which secu­ri­ties are traded
  ASX
• AIM Secu­ri­ties and major share­hold­ers
  Cap­i­tal Structure
• Details on restric­tions any restric­tions on the trans­fer of AIM secu­ri­ties
  Restric­tions
• Most recent Annual Report
  Finan­cial Reports
• Noti­fi­ca­tions made in the past twelve months
  Announce­ments
• Admis­sion Doc­u­ments and Share­holder Cir­cu­lars
  Admis­sion Document
• Details of nom­i­nated advis­ers and key advis­ers
  Advis­ers

Coun­try of Incor­po­ra­tion and main coun­try of operation

The Com­pany was reg­is­tered in the state of West­ern Aus­tralia as an Aus­tralian pub­lic com­pany, lim­ited by shares, on 14 August 2007. The Company’s Aus­tralian Busi­ness Num­ber is 42 127 042 773. The Com­pany was formed and oper­ates under the Cor­po­ra­tions Act.

Share­holder Rights

Rights Attach­ing to Shares

Full details of the rights attach­ing to Shares are set out in the Con­sti­tu­tion, a copy of which is avail­able for inspec­tion at the Company’s reg­is­tered office dur­ing nor­mal busi­ness hours. The fol­low­ing are the more impor­tant rights, priv­i­leges and restric­tions attach­ing to the Shares offered for sub­scrip­tion by this Prospectus:

Gen­eral Meet­ings and Notice

Each Share­holder is enti­tled to receive notice of all gen­eral meet­ings of the Com­pany and to receive all notices, accounts and other doc­u­ments required to be sent to Share­hold­ers under the Con­sti­tu­tion, the Cor­po­ra­tions Act or the ASX List­ing Rules. 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.

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:

• each Share­holder enti­tled to vote may vote in per­son or by proxy, attor­ney or representative;
• on a show of hands, every per­son present who is a Share­holder or a proxy, attor­ney or rep­re­sen­ta­tive of a Share­holder has one vote; and
• on a poll, every per­son present who is a Share­holder or a proxy, attor­ney or rep­re­sen­ta­tive of a Share­holder shall, in respect of each fully paid Share held by him or her, or in respect of which he or she is appointed a proxy, attor­ney or rep­re­sen­ta­tive, have one vote for every fully paid Share, but in respect of partly paid Shares shall have a frac­tion of a vote equal to the pro­por­tion that the amount paid bears to the issue price of the Shares.

Div­i­dend Rights

The Direc­tors may from time to time declare such div­i­dends as appear to the Direc­tors to be jus­ti­fied by the prof­its of the Com­pany.
Sub­ject to the rights of per­sons enti­tled to Shares with spe­cial rights as to div­i­dends (at present there are none), all div­i­dends are paid in the pro­por­tion that the amounts paid on those Shares bear to the issue price of the Shares.

Winding-Up

If the Com­pany is wound up, the liq­uida­tor may, with the author­ity of a spe­cial res­o­lu­tion, divide among the Share­hold­ers in kind the whole or any part of the prop­erty of the Com­pany, and may for that pur­pose set such value as he or she con­sid­ers fair upon any prop­erty to be so divided, and may deter­mine how the divi­sion is to be car­ried out as between the Share­hold­ers or dif­fer­ent classes of Shareholders.

Trans­fer of Shares

Shares in the Com­pany are freely trans­fer­able, sub­ject to for­mal require­ments, and so long as the reg­is­tra­tion of the trans­fer does not result in a con­tra­ven­tion of or fail­ure to observe the pro­vi­sions of a law of Aus­tralia and the trans­fer is not in breach of the Cor­po­ra­tions Act or the List­ing Rules.

Vari­a­tion of Rights

The Com­pany may, sub­ject to the Cor­po­ra­tions Act and with the sanc­tion of a spe­cial res­o­lu­tion passed at a meet­ing of Share­hold­ers, or with the writ­ten con­sent of the major­ity of share­hold­ers in the affected class, vary or abro­gate the rights attach­ing to Shares.

Con­sti­tu­tional documents

Down­load con­sti­tu­tion PDF

ASX

All Ordi­nary Shares of Scot­gold are cur­rently traded on the Aus­tralian Stock Exchange. The Ordi­nary Shares have been so traded since 15 Jan­u­ary 2008.

Restric­tions

None.

Admis­sion Document

Down­load the Appen­dix to Sched­ule 1 Pre-Admission Announcement

Rights Issue

Down­load Rights Issue — Notice to Share­hold­ers PDF
Down­load Rights Issue — Option Let­ter PDF
Down­load Rights Issue — Offer Doc­u­ment PDF

Advis­ers

Nom­i­nated Adviser and Broker

West­house Secu­ri­ties Lim­ited
12th Floor
One Angel Court
Lon­don EC2R 7HJ

UK Solic­i­tors

McClure Nai­smith LLP
3 Pon­ton Street
Edin­burgh
EH3 9QQ

Aus­tralian Solicitors

Price Sier­akowski
Level 24, St Martin’s Tower
44 St George’s Ter­race
Perth WA 6000

Com­pete­tent Person

Snow­den Group
Abbey House
Welling­ton Way
Wey­bridge
Sur­rey
KT13 0TT

Audi­tor

HLB Mann Judd Char­tered Accoun­tants
Level 4
130 Ster­ling Street
Perth WA 6000

Pub­lic Relations

Bank­side Con­sul­tants Lim­ited
1 Frederic’s Place
Lon­don
EC2R 8AE

Solic­i­tors to NOMAD

Pin­sent Masons LLP
30 Ayles­bury Srett
Lon­don
EC1R 0ER