Pioneer Nickel Limited Prospectus - Pioneer Resources Limited

Menzies 

Boomerang 

Lake 

Silver Swan 

Northwest 

Acra 

Kalgoorlie 

PIONEER NICKEL LIMITED 

ABN 44 103 423 981 

Coolgardie 

Wattle Dam 

Kambalda 

Larkinville 

Joint Venture 

P R O S P E C T U S 

For an Offer of 22,500,000 Shares 

at an issue price of $0.20 per Share 

to raise $4,500,000 

Pioneer 

Higginsville 

Norseman 

Lead Manager to the Offer: 

Paterson Ord Minnett Ltd 

ABN 69 008 896 311 

Maggie Hays Lake 

Joint Venture 

This Prospectus is important and should be read in its entirety, 

together with the Application Form attached to this Prospectus. 

If after reading this Prospectus you have any questions about the 

Shares being offered under this Prospectus or any other matter 

then you should contact your professional advisor.

Corporate Directory 

SECTION 7 

Directors 

Craig Leslie Readhead Chairman 

David John Crook 

Ian James Buchhorn 

Allan Trench 

Managing Director 

Non-Executive Director 

Non-Executive Director 

Company Secretary 

Julie Anne Wolseley 

Company Secretary 

1.1 

Registered and 21 Close Way 

Principal Office Kalgoorlie WA 6430 

Telephone: (08) 9091 6974 

Facsimile: (08) 9022 2294 

Email: pioneer@pioneernickel.com.au 

Website: http://www.pioneernickel.com.au 

Proposed ASX Code 

Lead Manager 

to the Offer 

PIO 

Paterson Ord Minnett Ltd 

Level 23 Exchange Plaza 

2 The Esplanade 

Perth WA 6000 

Telephone: (08) 9263 1111 

Facsimile: (08) 9325 5123 

Telephone: (08) 9021 1422 (Kalgoorlie Office) 

Facsimile: (08) 9021 8133 (Kalgoorlie Office) 

Email: paterson@patersonord.com.au 

Website: www.patersonord.com.au 

Corporate Adviser Pullinger Readhead Stewart 

& Solicitor to the Offer Level 1, Scott House 

46-50 Kings Park Road 

West Perth WA 6005 

Telephone: (08) 9321 2444 

Facsimile: (08) 9321 3411 

Email: prs@prslaw.com.au 

Investigating 

Accountant 

Auditor 

Butler Settineri Securities Pty Limited 

35-37 Havelock Street 


Telephone: (08) 9426 4444 

Facsimile: (08) 9321 5215 

Email: mail@butlersettineri.com.au 

Butler Settineri 

35-37 Havelock Street 


Telephone: (08) 9426 4444 

Facsimile: (08) 9321 5215 


Independent Solicitor 

Mineral Titles 

Independent 

Consulting Geologist 

Share Registry 

McKenzie Lalor 

74 Egan Street 

Kalgoorlie WA 6430 

Telephone: (08) 9021 6699 

Facsimile: (08) 9021 4052 

Email: mckenzie@emerge.net.au 

Snowden Corporate Services Pty Ltd 

87 Colin Street 


Telephone: (08) 9481 6690 

Facsimile: (08) 9322 2576 

Email: snowden@snowdenau.com 

Security Transfer Registrars Pty Limited 

770 Canning Highway 

Applecross WA 6153 

Telephone: (08) 9315 0933 

Facsimile: (08) 9315 2233 

Email: registrar@securitytransfer.com.au 

Above, Mr Ferguson (Inspector of Artesian 

Bores), and right, Mr Max George Meth 

(Inspector of Bores), riding “Old Brownie” 

at Oodnadatta, South Australia, 1911 


ABN 44 103 423 981

Pioneer Nickel Limited Prospectus 

Indicative Timetable 

SECTION 7 

Prospectus lodgement with ASIC and ASX 17 October 2003 

Exposure Period ends 23 October 2003 

Opening Date 24 October 2003 

Record Date (for entitlement to Pioneer In Specie Shares and to receive a Prospectus) 28 October 2003 

Closing Date for Heron shareholders’ priority allocations 12 November 2003 

Closing Date for applications for shares 21 November 2003 

Holding Statements to be dispatched 28 November 2003 

Expected Date of Official Quotation of Shares on ASX 5 December 2003 

ontents 

The Directors, in consultation with the Lead Manager, reserve the right to vary the dates without notice. 

C1 IMPORTANT NOTES AND STATEMENTS 

6.4 NATIVE TITLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19 

1.1 CHAIRMAN’S LETTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 6.5 RISKS SPECIFIC TO THE COMPANY . . . . . . . . . . . . . . . . .19 

1.2 PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 7 GEOLOGIST’S REPORT 

1.3 EXPOSURE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 7.1 INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20 

2 MANAGEMENT PROFILES 

7.2 ACRA PROJECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23 

2.1 DIRECTORS & COMPANY SECRETARY . . . . . . . . . . . . . . . .5 7.3 PIONEER PROJECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26 

3 DETAILS OF THE OFFER 

7.4 HIGGINSVILLE PROJECT . . . . . . . . . . . . . . . . . . . . . . . . . .29 

3.1 THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6 7.5 WATTLE DAM PROJECT . . . . . . . . . . . . . . . . . . . . . . . . . . .30 

3.2 HOW TO APPLY FOR SHARES . . . . . . . . . . . . . . . . . . . . . . . .6 7.6 LARKINVILLE JOINT VENTURE PROJECT . . . . . . . . . . . .32 

3.3 HERON RESOURCES LIMITED SHAREHOLDERS . . . . . . .6 7.7 SILVER SWAN NORTHWEST PROJECT . . . . . . . . . . . . . . .33 

3.4 INDICATIVE TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . .7 7.8 MAGGIE HAYS LAKE JOINT VENTURE PROJECT . . . . . .34 

3.5 LEAD MANAGER TO THE OFFER . . . . . . . . . . . . . . . . . . . . .7 7.9 BOOMERANG LAKE PROJECT . . . . . . . . . . . . . . . . . . . . . .35 

3.6 APPLICATION MONEY HELD IN TRUST . . . . . . . . . . . . . . .7 7.10 HEAZLEWOOD PROJECT . . . . . . . . . . . . . . . . . . . . . . . . . .36 

3.7 ISSUE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 7.11 REFERENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .38 

3.8 AUSTRALIAN STOCK EXCHANGE LISTING . . . . . . . . . . . .8 7.12 GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . .40 

3.9 CHESS SYSTEM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8 8 INDEPENDENT GEOLOGIST’S REPORT . . . . . . . . . . . . .42 

3.10 RESTRICTED SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . .8 9 INDEPENDENT SOLICITOR’S REPORT . . . . . . . . . . . . . .47 

3.11 NON-RESIDENT INVESTORS . . . . . . . . . . . . . . . . . . . . . . . .8 10 INVESTIGATING ACCOUNTANT’S REPORT . . . . . . . . . .52 

3.12 PRIVACY DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8 11 SUMMARY OF MATERIAL CONTRACTS . . . . . . . . . . . . .58 

4 INVESTMENT SUMMARY 

12 ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . .62 

4.1 PIONEER NICKEL LIMITED . . . . . . . . . . . . . . . . . . . . . . . . .9 12.1 RIGHTS AND LIABILITIES ATTACHING TO SHARES . . . .62 

4.2 TENEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9 12.2 RIGHTS AND LIABILITIES ATTACHING TO OPTIONS . .62 

4.3 COMPANY OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . .10 12.3 COMPANY DETAILS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63 

4.4 PURPOSE OF THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . .10 12.4 TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .63 

4.5 USE OF FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10 12.5 CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . .63 

4.6 WORKING CAPITAL ADEQUACY . . . . . . . . . . . . . . . . . . . .11 12.6 DIRECTOR & OFFICER PROTECTION DEEDS . . . . . . . . .63 

4.7 CAPITAL STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11 12.7 INTERESTS OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . .63 

4.8 RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11 12.8 INTERESTS OF EXPERTS AND ADVISERS . . . . . . . . . . . . .64 

5 COMPANY AND PROJECT OVERVIEW 

12.9 CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64 

5.1 COMPANY OVERVIEW & EXPLORATION STRATEGY . . .12 12.10 LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65 

5.2 PROJECT OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14 12.11 EXPENSES OF THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . .65 

5.3 PROPOSED BUDGET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15 12.12 ENQUIRIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65 

6 RISK FACTORS 

13 DIRECTORS’ STATEMENT . . . . . . . . . . . . . . . . . . . . . . . .65 

6.1 KEY PERSONNEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18 14 GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66 

6.2 ECONOMIC AND GOVERNMENT RISKS . . . . . . . . . . . . .18 APPLICATION FORM 

6.3 EXPLORATION, DEVELOPMENT, MINING AND 

PROCESSING RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19 

-1-

SECTION 1 

To achieve this outcome, Pioneer has acquired: 

ACRA 

• A Nickel Sulphide-bearing ultramafic channel 

• previous drilling intercepts include 

21m at 0.5% Ni 

18m at 0.6% Ni 

and 0.27m at 4.36% Ni 

• Drilling targets based on DHTEM for immediate testing. 

PIONEER 

• ultramafic units that correlate with Widgiemooltha 

• a reported resource (non JORC) at JH of 32,000t at 1.1% Ni 

• previous drilling intercepts include 

3.2m at 3.2% Ni 

5.9m at 2.0% Ni 

WATTLE DAM 

• In excess of 15km of ultramafic units including the host to the 

Spargoville mines, which produced 16,500t of Nickel. 

Pioneer has other high quality Western Australian projects at Silver 

Swan Northwest and Higginsville; and the Heazlewood Complex 

in Tasmania, all with Nickel Sulphide targets identified. 

Following listing, drilling will commence immediately at Acra. 

Photograph: Managing Director David Crook onsite at Wattle Dam. 

-2-


C1.1 

hairman’s Letter 

Dear Investor, 

On behalf of the Directors it gives me great pleasure to introduce this Prospectus to you, and to invite you to invest in Pioneer 

Nickel Limited ("Pioneer" or the "Company"). Pioneer is the result of Heron Resources Limited ("Heron") de-merging its 

Nickel Sulphide assets. 

The focus of Pioneer is the discovery and development of high grade Nickel Sulphide deposits. I believe 

Pioneer has three outstanding attributes favouring success: 

SECTION 1 

1. Excellent Project Locations 

The two key projects for initial drilling are Acra and Pioneer which are located in proven Nickel Sulphide geological provinces 

with operating nickel mines. These are advanced projects, and each has the potential to deliver a high value ore deposit. 

Heazlewood is a conceptual target with potential for Noril’sk-style mineralisation. 

• Acra project: The project is a 403km 2 contiguous holding covering the Acra Nickel Sulphide deposit which, with the 

adjoining Boomerang Lake Project, covers a total 135km strike of the host komatiite sequence. The focus for initial 

drilling will be the Acra deposit; and the prospects at Acra West and Jubilee Gossan. The exploration strategy on listing 

is to commence immediate drilling of previously defined down-hole ElectroMagnetic targets. 

• Pioneer-Wattle Dam-Higginsville project: Pioneer has acquired a major ground position of 677km 2 that covers a total 

of 59 kilometres of the Widgiemooltha Greenstone Belt between the Depot Dome and the Jimberlana Dyke. The 

Widgiemooltha Greenstone Belt is one of Australia’s most Nickel Sulphide-endowed mineral provinces, hosting the 

Widgiemooltha-Miitel-Redross Nickel Sulphide deposits. Substantial drilling is planned to test Nickel Sulphide 

intercepts and soil geochemical anomalies. The focus for initial drilling is the JH Nickel Deposit, a "Nickel Boom" 

discovery reported to contain 32,500t at 1.1% Ni, occurring as the secondary sulphides violarite and marcasite. The 

Pioneer exploration strategy is to complete detailed surface EM, prior to drilling below the secondary sulphides to test 

for primary Nickel Sulphides at depth. 

• Heazlewood project: The 147 km 2 project area covers an ultramafic complex which was a world-leading alluvial 

Platinum Group Metal producer a century ago. Reports of the era also document sulphide gossans and Nickel Sulphide 

production. 

There has been very little modern Nickel Sulphide exploration completed on the Pioneer tenement portfolio. Pioneer’s 

strategy is simple. It will be the first company to complete systematic surface ElectroMagnetic surveying with follow up 

drilling and down-hole ElectroMagnetic surveys on ground that has been virtually unexplored for nickel since the 1970s 

"Nickel Boom". 

2. The Proven Pioneer Team 

Sustained company performances reflect the quality of the team. The Pioneer team has an excellent industry track record for 

finding and developing ore bodies utilising: 

• The highest professional standards, maximising exploration expenditure into the ground; 

• A tightly run low cost operation, with project acquisition largely from aggressive pegging; and 

• Focus on discovering high value resources with the potential to develop into high margin operations. 

3. Favourable Commodity Outlook 

The Nickel Sulphide exploration strategy has been based on the Company’s view that world demand for nickel is increasing 

at 4-5% per annum (approximately 50,000 tonnes of increased nickel metal production per annum), driven by Chinese 

stainless steel demand. The limited availability of new sources of Nickel Sulphide supply is reflected in recent joint venture 

and off-take arrangements involving international nickel refiners. In this environment, any future exploration success will be 

very well rewarded. 

I urge you to read the Prospectus carefully before you make your investment decision, and where necessary, consult your 

professional adviser. The Directors would be pleased to welcome you as a Shareholder in the Company. 

Craig Leslie Readhead 

Chairman 

-3-

SECTION 1 

P1.2 

rospectus 

This Prospectus is dated 17 October 2003 and was lodged with ASIC on that date. Neither ASIC nor ASX take any 

responsibility for the contents of this Prospectus. No securities will be allotted or issued pursuant to this Prospectus later 

than 13 months after the date of this Prospectus. 

The Company will apply to ASX within 7 days after the date of this Prospectus for admission to the Official List of ASX 

and for permission for the Shares offered pursuant to this Prospectus to be listed for quotation. 

Before deciding to invest in Pioneer, potential investors should read the entire Prospectus. The Shares offered under this 

Prospectus (“Offer”) should be considered speculative. The Company is at an early stage of its development, therefore the 

risks associated with investing in the Company are significant. Potential investors should carefully consider these factors in 

light of personal circumstances (including financial and taxation issues) and seek advice from their professional adviser before 

deciding whether to invest. The Shares offered under this Prospectus carry no guarantee in respect to the return on capital 

investment, payment of dividends or the future value of the Shares. 

No person and/or entity is authorised to give any information or to make any representation in connection with the Offer. 

Any information or representation in relation to the Offer not contained in this Prospectus may not be relied on as having 

been authorised by the Company in connection with the Offer. 

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to 

make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons 

who come into possession of this Prospectus should seek advice on, and observe any such restrictions. Any failure to comply 

with such restrictions may constitute a violation of applicable securities laws. 

There may be a number of persons and/or entities referred to elsewhere in this Prospectus who are not experts and who have 

not made statements included in this Prospectus. There are no statements made in this Prospectus on the basis of any 

statements made by those persons and/or entities. These persons and/or entities did not consent to being named in the 

Prospectus and did not authorise or cause the issue of the Prospectus. 

Certain terms and abbreviations used in this Prospectus have defined meanings that are explained in the Section 14 Glossary 

of this Prospectus. 

Geological sketch map showing the interior 

Region of Western Australia. Pioneer’s projects 

are in the Coolgardie & Dundas Areas. 

Western Australia Geological Survey 

(By S.Goczel) © Copyright sourced by GSWA 

xposure Period 

E1.3 

In accordance with Chapter 6D of the Corporations Act, this Prospectus is subject to an 

Exposure Period of 7 days from the date of lodgement with ASIC. The period may be 

extended by ASIC by a further period of up to 7 days. 

The purpose of the Exposure Period is to enable this Prospectus to be examined by market 

participants prior to the raising of funds. The examination may result in the identification 

of deficiencies in this Prospectus. If deficiencies are detected, any application that has been 

received may need to be dealt with in accordance with Section 724 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. 

The Prospectus may also be viewed online during the Exposure Period at 

www.patersonord.com.au and www.pioneernickel.com.au. 

A read-only version of this Prospectus is available at these sites however there is no facility 

for online applications. 

A paper copy of this Prospectus containing an Application Form will be made available 

upon request during the Exposure Period. 

To obtain your paper copy of this Prospectus: 

Paterson Ord Minnett (Perth) - Tel: (08) 9263 1111 Fax: (08) 9325 5123 

Pioneer Nickel Limited - Tel: (08) 9091 6974 Fax: (08) 9022 2294 

-4-


M2 

anagement Profiles 

2.1 Directors & Company Secretary 

The Pioneer Board comprises Mr Craig Readhead as the Non-Executive Chairman, Mr David Crook as the Managing 

Director, and Mr Ian Buchhorn and Dr Allan Trench as Non-Executive Directors. Brief profiles are set out below: 

SECTION 2 

Craig Leslie Readhead B.Juris. LL.B. 

CHAIRMAN (Non-Executive) 

Age 49 Appointed 17 January 2003 

Craig Readhead is a lawyer with 25 years legal and corporate advisory experience, with specialisation in the 

resources sector. Mr Readhead is a partner of the law firm Pullinger Readhead Stewart and is a director of a 

number of listed and unlisted public companies involved in mining and exploration in Australia. Mr 

Readhead is the past vice president of the Association of Mining and Exploration Companies (AMEC), and 

past president of the Australian Mining and Petroleum Law Association (AMPLA). 

David John Crook B.Sc. 

MANAGING DIRECTOR (Executive) 

Age 46 Appointed 11 August 2003 

David Crook is a geologist with 24 years experience in relevant exploration, mining and management, 

predominantly within Western Australia. Mr Crook has investigated nickel sulphide, nickel laterite, gold, 

and other commodity resources and has an excellent discovery record. He has held senior exploration and 

mining operations roles, including contract negotiation and management; and corporate evaluations. Mr 

Crook has been the exploration manager for Heron Resources Limited for the past 7 years. 

Ian James Buchhorn B.Sc.(Hons) Dipl.Geosci.(Min.Econ.) 

DIRECTOR (Non-Executive) 

Age 51 Appointed 17 January 2003 

Ian Buchhorn is a mineral economist and geologist. Mr Buchhorn has worked on nickel, bauxite and 

industrial mineral mining and exploration, gold and base metal project generation, gold mine operation and 

in corporate evaluations. He has 30 years experience as an economic geologist, has commissioned several 

open cut gold mines, and has operated as a Registered Mine Manager. Mr Buchhorn, as Managing Director 

of Heron Resources Limited, has been actively involved with the development of Pioneer. 

Allan Trench B.Sc. (Hons) Ph.D. M.Sc. (Min.Econ.) M.B.A. (Oxon.) 

DIRECTOR (Non-Executive) 

Age 40 Appointed 8 September 2003 

Allan Trench is a mineral economist, geophysicist and business management consultant with minerals 

experience including nickel, gold, vanadium and mineral sands. Dr Trench led nickel sulphide exploration 

teams for WMC Resources in the Widgiemooltha-Pioneer and Leinster-Mt Keith regions of WA in the mid- 

1990s. He subsequently joined McKinsey and Company serving a number of major minerals companies with 

corporate strategy development and operations improvement. Dr Trench is Adjunct Associate Professor in 

Mineral Economics at the Western Australian School of Mines. 

Julie Anne Wolseley B.Comm. C.A. 

COMPANY SECRETARY 

Age 37 Appointed 11 August 2003 

Julie Wolseley acts as company secretary to a number of listed public companies operating in the resources 

sector. She has over 9 years experience as a financial controller and company secretary. Previously, Ms 

Wolseley was an audit manager in Australia and overseas for an international accountancy firm. Her fields 

of expertise include financial and management reporting in the mining industry, gold hedging portfolio 

management, cash flow modelling and corporate governance. 

-5-

SECTION 3 

D3 

etails of the Offer 

3.1 The Offer 

Pursuant to this Prospectus, the Company is offering for subscription 22.5 million Shares at an Issue Price of $0.20 per 

Share, to raise $4.5 million. All Shares offered under this Prospectus will rank equally with existing Shares. The rights 

attaching to Shares are further described in Section 12.1 of this Prospectus. 

The issue of 22.5 million Shares is not underwritten. However, Paterson Ord Minnett Ltd has agreed to act as Lead Manager 

to the Offer on the terms set out in the Mandate Agreement referred to in Section 11. The minimum subscription for this 

Offer is 13.5 million Shares raising $2.7 million before expenses of the Offer. 

The Directors reserve the right to accept oversubscriptions for up to an additional $1.0 million by issuing an additional 5.0 

million Shares at an Issue Price of $0.20 per Share. 

In accordance with the Corporations Act, no Shares will be allotted by the Company until the minimum subscription has 

been subscribed. 

3.2 How to Apply for Shares 

If you wish to participate in the Offer, you must complete the Application Form contained at the back of this Prospectus in 

accordance with the instructions set out therein. 

Applications must be for a minimum of 10,000 Shares representing a minimum investment of $2,000 and thereafter in 

multiples of 1,000 Shares. 

Application Forms must not be circulated to prospective investors unless accompanied by a copy of this Prospectus. A duly 

completed and lodged Application Form will constitute an offer by the Applicant to subscribe for the number of Shares 

applied for pursuant to the Application Form. 

The Company, in consultation with the Lead Manager, reserves the right to accept any application in whole or in part, or 

to reject any application. 

Completed application forms and cheques made payable to “Pioneer Nickel Limited – Share Offer A/C” should be lodged 

at the offices of Paterson Ord Minnett at: 

Level 23 Exchange Plaza, 2 The Esplanade, PERTH WA 6000 or 63 Hannan Street, KALGOORLIE WA 6430 

Or by mail to: Paterson Ord Minnett, GPO BOX W2024, PERTH WA 6846 

3.3 Heron Resources Limited Shareholders 

Through a de-merger process Heron has agreed to transfer certain assets to Pioneer. The transfer will allow the required 

financial resources and dedicated management to be applied to adding value to these properties. 

Heron will retain Nickel Laterite rights or otherwise a pre-emptive right to purchase Nickel Laterite on these properties (as 

summarised in Material Contracts, Section 11 of this Prospectus). 

Heron has received 15 million Shares in Pioneer as part consideration for transferring the Nickel Sulphide assets to Pioneer. 

Heron will distribute these Shares on an approximate 1 for 8 basis, at no cost, to its shareholders registered on the 28 October 

2003. The distribution will proceed between 6 and 24 months following the listing of Pioneer on ASX. 

Heron Shareholders, as at 28 October, will have a priority right to apply for Pioneer Shares at an issue price of $0.20 per 

Pioneer Share on a 1 for 5 entitlements basis, provided that the minimum number of shares applied for equals or exceeds 

10,000 Shares. To satisfy this obligation, 22.5 million shares have been set aside as a priority pool for Heron Shareholders. 

(“Priority Pool”). 

Heron shareholders registered on 28 October 2003 will be mailed a Pioneer Prospectus with a personalised pink Application 

Form. Heron shareholders will also receive a letter detailing their entitlement under the Heron distribution. 

Heron shareholders should lodge their completed pink Application Forms and cheques payable to “Pioneer Nickel Limited 

- Share Offer A/C” with the share registry: 

Security Transfer Registrars Pty Limited, 770 Canning Highway, APPLECROSS WA 6153 

Or by mail to: Security Transfer Registrars Pty Limited, PO Box 535, APPLECROSS WA 6953 

The right to access the Priority Pool requires Heron shareholders to lodge their completed pink Application Forms and 

cheques with the share registry on or before 5.00pm WST 12 November 2003. In the event that Heron Shareholders’ 

applications for Shares from the Priority Pool exceeds 22.5 million Shares, the Directors reserve the right to scale applications 

that have been made for more than 10,000 Shares and otherwise deal with the applications in their absolute discretion. 

-6-


3.4 Indicative Timetable 

Prospectus lodgement with ASIC and ASX 17 October 2003 

Exposure Period ends 23 October 2003 

Opening Date 24 October 2003 

Record Date (for entitlement to Pioneer In Specie Shares and to receive a Prospectus) 28 October 2003 

Closing Date for Heron shareholders’ priority allocations 12 November 2003 

Closing Date for applications for shares 21 November 2003 

Holding Statements to be dispatched 28 November 2003 

Expected Date of Official Quotation of Shares on ASX 5 December 2003 

SECTION 3 

The Offer opens at 9:00am WST on the Opening Date and closes at 5:00pm WST on the Closing Date. 

The above dates are indicative only and may vary. The Company, in consultation with the Lead Manager to the Offer, 

reserves the right to vary the dates and times of the Offer under this Prospectus, including the Closing Date, without prior 

notice. This may impact on the other dates as shown. 

3.5 Lead Manager to the Offer 

The Offer of $4.5 million is facilitated by Paterson Ord Minnett Ltd (“Lead Manager”), a participating organisation of the 

ASX, who will perform the role of Lead Manager to the Offer subject to certain conditions and termination events. A 

summary of the Mandate Agreement including the circumstances in which the agreement can be terminated, is contained 

in Section 11 of this Prospectus. Under the terms of the Mandate Agreement, the Company will, in consultation with the 

Lead Manager, nominate subscribers for the Shares. 

The Lead Manager will receive a fee and a commission on the amount raised, including any oversubscriptions, as specified 

in the Mandate Agreement. 

If, for any reason the minimum amount has not been raised within 4 months after the date of this Prospectus, all application 

monies will be refunded in accordance with the Corporations Act. 

Applications received and accepted which bear the identification mark of an entity that is a member of ASX, or holds a 

Security Dealer’s Licence by ASIC, will entitle the entity to receive a 4% handling fee payable by the Company. 

3.6 Application Money held in Trust 

Application money will be held in trust in a separate bank account on behalf of Applicants until the Shares are issued. If 

any application is rejected in whole or in part, the amount tendered in respect of those Shares that have not been issued will 

be repaid to the unsuccessful Applicant without interest. 

3.7 Issue of Shares 

The issue of Shares to successful Applicants will occur as soon as practicable 

after applications and application monies have been received for all the Shares 

being offered (subject to the minimum subscription being raised and ASX 

granting the Company conditional approval to be admitted to the Official 

List), following which holding statements will be dispatched. It is the 

responsibility of Applicants to determine their allocation prior to trading in 

the Shares. Applicants who sell the Shares before they receive their holding 

statement will do so at their own risk. 

David Crook mapping ultramafic rock, which helped develop 

the exploration model to be used in Pioneer’s followup drilling. 

Komatiite is a form of ultramafic rock often associated 

with Nickel Sulphide deposits. 

-7-

SECTION 3 

3.8 Australian Stock Exchange Listing 

The Company will apply to ASX within 7 days from the date of this Prospectus for the Company to be admitted to the Official 

List and for Official Quotation of: 

a) the Shares issued under this Prospectus; and 

b) existing Shares other than those existing Shares that are, or that ASX is likely to treat as, restricted securities as defined in 

ASX Listing Rules. 

If granted, Official Quotation of the Shares will commence as soon as practicable after the allotment of the Shares. 

ASX takes no responsibility for the contents of this Prospectus. The fact that ASX may admit the Company to the Official List is 

not to be taken in any way as an indication by ASX of the merits of the Company or the Shares offered under this Prospectus. 

If the Company is not admitted to the Official List within 3 months after the date of this Prospectus, none of the Shares offered 

under this Prospectus will be allotted and all application monies will be refunded without interest as soon as practicable. 

3.9 CHESS System 

Upon the Company being admitted to the Official List, it will be admitted to participate in CHESS in accordance with ASX 

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. 

The Company will not issue certificates to Shareholders. Instead, Shareholders who elect to hold their Shares on the issuersponsored 

sub-register will be provided with a holding statement (similar to a bank account statement), which sets out the number 

of Shares allotted to them under this Prospectus. For Shareholders who elect to hold their Shares on the CHESS sub-register, the 

Company will, on allotment, issue an advice to Shareholders that sets out the number of Shares allotted to the Shareholder and, 

at the end of the month following the allotment, CHESS (acting on behalf of the Company) will provide Shareholders with a 

holding statement that confirms the number of Shares allotted. 

A holding statement (whether issued by CHESS or the Company) will also provide details of a Shareholder’s Holder Identification 

Number (in the case of the holding on the CHESS sub-register) or Shareholder Reference Number (in the case of a holding on 

the issuer sponsored sub-register). Following distribution of these initial holding statements, a holding statement will only 

routinely be provided at the end of any subsequent month during which the balance of the Shareholder’s holding of Shares changes. 

3.10 Restricted Securities 

Securities on issue as at the date of this Prospectus may be subject to the restricted securities provisions of the ASX Listing Rules. 

These may include: 

• 400,000 Shares subscribed to by the Managing Director, D Crook. 

• 1,000,000 Vendor Shares issued to Kurana Pty Ltd as vendor consideration for sale of the Wattle Dam project. 

• In Specie Shares initially held in trust by Heron and those in Specie Shares to be distributed to the related parties, being 

C Readhead, I Buchhorn, D Crook and A Trench and/or their spouses, children and parents and controlled entities, all of 

whom may hold Heron shares at the In Specie Share Record Date. 

• 3,500,000 unlisted options issued to Heron (Refer Section 11). 

• 2,400,000 unlisted options issued to Directors of Pioneer and/or Heron. 

Accordingly, such securities may be required to be held in escrow for up to 24 months and may not be transferred, assigned or 

otherwise disposed of during that period. These agreements will be entered into in accordance with the ASX Listing Rules. The 

ASX has provided in principle advice that once the Pioneer In-Specie Shares are distributed to Heron shareholders, these will be 

freely tradeable upon issue (other than the restrictions mentioned above). 

3.11 Non-Resident Investors 

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. It is the responsibility of non-Australian resident investors to obtain all necessary approvals for the 

issue to them of Shares under this Prospectus. 

3.12 Privacy Disclosure 

The Company collects information in relation to each Applicant as provided on the Application Form for the purpose of processing 

the Application Form, and should the application be successful, to administer the Applicant’s security holding in the Company. 

The Company may use such information for the purpose of administering the applicant’s security holding and the Company may 

disclose such information to the Lead Manager, share registry, the Company’s related bodies, corporate agents, contractors and 

third party service providers, and to ASX, ASIC, and other regulatory authorities. 

-8-


4 

nvestment Summary 

IThe information set out in this Section is not intended to be comprehensive and should be read in conjunction with the 

more detailed information appearing elsewhere in this Prospectus. 

4.1 Pioneer Nickel Limited 

Pioneer plans to issue 22.5 million Shares at $0.20 each to raise $4.5 million, with a right to accept oversubscriptions of up 

to $1.0 million. With 16 million Vendor Shares and 0.4 million Shares subscribed by the Managing Director already on 

issue, the total issued capital of Pioneer on listing will be approximately 38.9 million Shares (excluding any 

oversubscriptions), with a nominal market capitalisation of $7.8 million. 

Pioneer’s corporate base is Kalgoorlie, Western Australia. 

SECTION 4 

4.2 Tenements 

The Directors of Pioneer believe that the discovery potential for the Company’s Eastern Goldfields nickel projects is very 

strong, occurring as they do within mineralised Archaean komatiites that support operating Nickel Suphide mines in close 

proximity. The Eastern Goldfields has been recognised as a world-class nickel province since the 1966 Kambalda discovery, 

with individual mines typically ranging in size between 10,000 to 100,000 tonne of contained nickel metal. 

The Directors will also seek exposure to geological provinces with the potential to host a world-class nickel mine with 

potential for 1,000,000 tonne of contained nickel metal. These tend to be hosted by post-Archaean layered mafic complexes, 

with the great world examples including the Proterozoic Voiseys Bay and Triassic Noril’sk deposits. This strategy for larger 

discoveries has led the Company to the Heazlewood project in Northwest Tasmania. 

Eastern Goldfields Province, Western Australia 

The Pioneer tenement portfolio provides a large landholding of 2,433km 2 , predominantly over one of the best documented 

Eastern Goldfields komatiite Nickel Sulphide provinces, the Pioneer - Widgiemooltha - Depot Domes. These structures are 

easily accessed and are associated with excellent infrastructure. 

The area is considered by the Independent Geologist to be very prospective and to have production potential for nickel and 

copper, with existing drill targets defined through the application of detailed Transient ElectroMagnetic (“TEM”) and 

magnetic surveys in conjunction with innovative low detection limit surface geochemistry. This exploration methodology 

will continue as the strategy for future discoveries. 

The area is also considered to be prospective for gold and Platinum Group Metals (“PGM”). 

Northwest Tasmania 

The Heazlewood project geological setting is considered analogous with the Noril’sk copper-nickel-PGM mining centre of 

Siberia, the world’s largest nickel producer. Both mineralised districts occur at intra-cratonic rift “triple junction” flexures, 

respectively at the northwestern craton margin of the Siberian Platform for Noril’sk, and Tyennan Platform for Heazlewood. 

The Company has lodged a tenement application covering known nickel-copper-PGM mineralisation associated with the 

Heazlewood ultramafic to mafic intrusive complex, including the Brassey Creek and Fentons Knob Nickel Sulphide 

workings. 

Although Heazlewood is a conceptual target, the Directors are keen to support the management team in testing such low 

financial risk-potentially high reward targets. 

The Tynan Family, ca 1890 

The Tynan Family was typical of Australia’s nineteenth century 

mining pioneers. Patriach Daniel Tynan (standing, back row 

right) as a young man was a labourer on a silver mine near 

Gumeracha, South Australia. The family variously lived at 

Moonta, then Broken Hill and finally Kalgoorlie-Boulder, as new 

mining centres were opened up. Matriach Elizabeth Tynan 

(seated, centre) is buried in Boulder Cemetry. 

-9-

SECTION 4 

4.3 Company Objectives 

The Company’s aim is to discover and develop high value nickel resources within the Eastern Goldfields region of Western 

Australia, northwest Tasmania and elsewhere. 

Pioneer’s management strategy and corporate plan is to: 

Rapidly build shareholder wealth 

• Capital growth potential from the discovery of, and production from, Nickel Sulphide mines. With its 100%-owned 

tenements on the Pioneer-Widgiemooltha-Depot Domes, Pioneer is extremely well positioned in a world-class nickel 

province to generate an early cash flow through exploration success from advanced stage targets. 

• Undertake best practice exploration emphasising an expeditious and cost-effective campaign on those targets most likely 

to generate mineable resources. 

Maximise project values 

• Use economic evaluations to ensure that the targets being sought can deliver a low cost position on the nickel industry 

production cost curve. For a company at Pioneer’s stage of development, this means targeting high-grade deposits with 

high contained nickel tonnes per vertical metre, as seen in the Kambalda district. 

• Maintain an evolving list of projects from grass-roots exploration through to advanced resource drilling. Emerging 

projects will continually compete against more mature projects already in the Pioneer portfolio. 

Create high-reward opportunities at limited risk 

• Build up large, continuous tenement holdings overlying endowed geological structures which will be attractive as 

development projects for furture partners or project funders. 

• Manage the risk of its large tenement holding by continuing to enter into joint ventures. Pioneer will usually seek 

provision to be free-carried to the commencement of mining and a royalty option. 

Operate as a responsible corporate citizen 

• Adhere to the highest standards of corporate governance. 

• Conduct operations in a safe and environmentally responsible manner. 

• Offer employment opportunities to those who live in the exploration project areas. 

• Respect the indigenous culture of the exploration provinces. 

• Promote social and economic development for the traditional custodians of Pioneer’s exploration projects. 

4.4 Purpose of the Offer 

The purpose of this Offer is to raise funds to: 

• Explore and develop the Company’s tenements and projects described in this Prospectus, with early focus on the Pioneer- 

Widgiemooltha-Depot Domes and Acra project. 

• Provide funds to implement the planned exploration programs on the tenements and, where appropriate, acquire further 

strategic interests. 

• Ensure Pioneer is in a competitive position to tender for Nickel Sulphide resources and production opportunities as and 

when they may arise. 

• Meet the administrative costs of the Company and the expenses of the Offer, in addition to repaying an unsecured interestfree 

loan from Heron (representing management fees, initial tenement acquisition costs as well as establishing and preparing 

the Company for the IPO). 

4.5 Use of Funds 

The net funds raised by this Offer (after paying all costs of the Offer and start-up costs paid by Heron) are expected to provide the 

Company with a minimum of $3.7 million in working capital. 

The application of funds raised under the Offer will be as follows: 

$ million 

IPO funds 4.5 

Offer costs (Lead Manager and Brokers) (0.3) 

Repayment of loan and management fee to Heron (0.2) 

Other Offer costs (stamp duty, independent experts and creditors) (0.3) 

Exploration programs, administration and working capital for two years 3.7 

If only the minimum subscription is raised, funds available for exploration, administration and working capital will be reduced to 

$2.01 million. 

-10-


4.6 Working Capital Adequacy 

The Directors are satisfied that upon completion of the Offer through meeting the minimum subscription of $2.7 million, 

the Company will have sufficient working capital to meet its stated objectives. 

4.7 Capital Structure 

The capital structure of the Company following completion of the Offer is summarised below: 

SECTION 4 

Shareholders 

Shares 

Heron Subscriber Shares 10 

Managing Director Shares 1 400,000 

Vendor Shares for later In Specie Share Distribution to Heron shareholders 2 15,000,000 

Vendor Shares to Kurana 3 1,000,000 

Initial Public Offer ($4.5 million) 4 22,500,000 

Sub Total 38,900,010 

Oversubscriptions 5,000,000 

Total Issued Shares (including oversubscriptions) 43,900,010 

Optionholders 5 

Unlisted Options 

Pioneer Directors, management and Heron employees 3,500,000 

Vendor Options issued to Heron 3,500,000 

Total 7,000,000 

1 Shares subscribed for by D Crook at an issue price of $0.07 per Share. 

2 Distribution basis to be approximately 1 for 8 entitlement to be distributed between 6 and 24 months after ASX listing. 

3 Shares issued to Kurana Pty Ltd at an issue price of $0.03 per share (see Summary of Material Contracts Section 11). 

4 If the minimum subscription of $2,700,000 is raised then 13,500,000 Shares will be issued and the total issued shares will be 

reduced to 29,900,010. 

5 The terms of the Options appear in Section 12.2 of the Prospectus. 

4.8 Risk Factors 

Prospective investors in the Company should be aware that subscribing for Shares 

in the Company involves a number of risks. The key risk factors of which investors 

should be aware are described in Section 6 of this Prospectus. Investors are urged 

to consider these risks carefully before deciding whether to invest in the Company. 

Pioneer’s planned exploration programs 

have a strong emphasis on drilling. 

Drilling will commence at Acra immediately 

after Pioneer lists on the ASX. 

-11-

SECTION 5 

C5 

ompany and Project Overview 

5.1 Company Overview & Exploration Strategy 

Corporate Strategy 

Pioneer Nickel Limited is a specialist nickel exploration company seeking to develop Nickel Sulphide deposits in the region of the 

Pioneer-Widgiemooltha-Depot Domes south and west of Kambalda, and the Acra-Silver Swan region northeast of Kalgoorlie, Western 

Australia. 

Pioneer’s aim is to leverage off its expertise in nickel project acquisition, by employing a modern, well funded exploration strategy 

involving systematic TEM and drill exploration of the acquired projects, to explore for Nickel Sulphides. 

In addition, Pioneer will seek to develop strategic relationships with established nickel industry participants. 

Total world nickel demand is approximately 1,200,000 tonnes per annum, with the annual rate of demand forecast to increase at 4- 

5% per annum. This will require nickel industry production growth of some 50,000 tonnes of new metal each year. Nickel, as a 

commodity, therefore has an excellent short to medium term outlook, being particularly driven by ever-increasing nickel demand in 

the Chinese stainless steel market. 

In Western Australia, the nickel industry commenced with the 1966 Kambalda Nickel Sulphide discovery. The West Australian 

industry is now a top four leader in the world market, with a fully integrated industry. 

Pioneer has acquired the JH and BB Nickel Sulphide deposits from WMC Resources Limited, and as part of the acquisition, 

granted to WMC Resources Limited a first right to negotiate an ore purchase agreement. 

Geochemical Exploration 

Pioneer’s exploration will target Nickel Sulphide deposits and utilise appropriate geochemical techniques to detect soil and bedrock 

anomalies that can generate TEM and drill targets. 

-12-


Acra TMI Image with TEM Interpretation 

SECTION 5 

Figure 2. TEM Survey traverse showing conductor locations 

Transient ElectroMagnetic Exploration 

Nickel Sulphide mineralisation is a conductor, which is the mineralisation property 

detected in TEM surveys. 

Surface TEM 

The Emily Ann, Cosmos, Waterloo, and other Nickel Sulphide mines and deposits were 

all discovered in the past five years predominantly using surface ElectroMagnetic 

methods. 

Surface TEM techniques include: 

• Fixed Loop TEM (“FLTEM”); and 

• Moving Loop TEM (“MLTEM”). 

These are used in conjunction, to locate conductors including massive Nickel Sulphide. 

TEM surveys are planned at Acra, Pioneer and Wattle Dam immediately following 

Pioneer listing. 

Off-end of drill hole conductor 

Down Hole TEM 

Komatiite-hosted Nickel Sulphide mineralisation commonly has a “pipe-like” or “cigar” 

shaped geometry, with a spectacular down plunge continuity often in the order of 1,000m. High grade Nickel Sulphide shoots 

may have a limited horizontal extent, particularly when the plunge is steep. Silver Swan is the classic example of this ore style. When 

drilling Nickel Sulphide targets it is essential that Down Hole Transient ElectroMagnetic (“DHTEM”) surveys be completed to test 

for EM conductors not actually intersected by the drill hole. DHTEM can detect conductors within 100m of the drill hole. 

Director Allan Trench is an industry-acknowledged expert in this field. Pioneer is most fortunate to be able to draw on the expertise 

of Dr Trench in this highly specialised area of exploration. 

Drilling 

Conventional Reverse Circulation (“RC”) and diamond drilling will be undertaken as necessary to test for high grade Nickel 

Sulphide. 

Drilling will commence immediately upon listing at the Acra project, followed by Pioneer; and further drilling will be scheduled 

for Wattle Dam and Higginsville as TEM targets are generated. 

-13- 

Total Magnetic Intensity (TMI) 

imagery is used to identify the 

magnetic ultramafic units here at 

Acra, including locating the 

prospective basal contact. Ultramafic 

rocks have the red hues in the image. 

Surface TEM surveys located 

conductors, marked as various 

coloured dots (depending on the 

intensity of the conductor). Nickel 

Sulphide mineralisation is an 

excellent conductor. 

Drill holes are sited to test 

resulting targets. 

LEGEND 

Proposed drill hole 

Possible conductor 

Weak conductor 

Low-Moderate conductor 

Moderate conductor 

Strong conductor

SECTION 5 

Pioneer Tenement Portfolio 

Acquisition Strategy 

Two strategies have guided the 

acquisition of the Pioneer Nickel 

Sulphide project portfolio: 

1. For the Eastern Goldfields, the 

aim is to generate early cash 

flow through various production 

alliances, in what are essentially 

“brownfields” exploration 

settings. 

2. For Northwest Tasmania, the 

aim is to discover a world class 

Nickel Sulphide system in a 

“greenfields” exploration setting. 

LEGEND 

Nickel Deposits 

Nickel Mines (suspended) 

Nickel Mines (operational) 

Town 

-14- 

Figure 3


5.2 Project Overview 

ACRA PROJECT 

The sulphidated Acra komatiite channel has Nickel Sulphide mineralisation identified in drilling over a strike of 200 metres, 

which is open at depth. DHTEM has detected a very strong response in ARC-02, considered consistent with the presence of 

massive sulphides, located 100m along strike of drilling which intersected 74m of disseminated Nickel Sulphides. 

Better drill results from Acra include: 

• 21m at 0.5% Ni in AD-013; 

• 18m at 0.6% Ni in ARC-003; and 

• 0.27m of massive sulphide at 4.36% Ni in AD-004 

Pioneer’s independent geological review has confirmed the Acra project to be a very high priority Nickel Sulphide target. 

SECTION 5 

PIONEER PROJECT 

The Pioneer project contains ultramafic stratigraphy that correlates with the mine sequences at Miitel, Redross and Mt Edwards 

Nickel Sulphide mines. 

Better drill results from Pioneer include: 

• 0.6m at 3.9% Ni in JH4; 

• 3.2m at 3.2% Ni in JH8; 

The JH Deposit is reported to contain 32,500 tonne at 1.1% Ni (not JORC standard). 

In addition to testing for down plunge extensions to the JH and BB Deposits, aeromagnetic interpretation by Pioneer has 

located additional discrete zones of thickening within the ultramafic stratigraphy, consistent with the presence of further 

komatiite channels. 

WATTLE DAM PROJECT 

The Spargoville mine sequence komatiite unit at Wattle Dam includes the immediate strike extensions of the Spargoville 1A, 

5A, 5B, Andrews and Mt Edwards Nickel Sulphide mines. 

Soil geochemistry shows Wattle Dam to be highly anomalous, with coincident nickel and copper values over the Spargoville 

Mine sequence, providing immediate targets for surface TEM and drilling. 

HIGGINSVILLE PROJECT 

The Higginsville project targets the Pioneer ultramafic unit along the western and southern margin of the Pioneer Dome. The 

project includes the Spinifex Nickel Sulphide prospect, with excellent coincident Ni-Cu-PGM soil anomalism, and the 399 

Prospect, with high order Ni-Cu anomalism adjacent to the Jimberlana Dyke. Neither anomaly has previously been drill tested. 

Aeromagnetic interpretation by Pioneer indicates the presence of discrete komatiite channels associated with the soil anomalies, 

which will form the focus of Pioneer’s exploration. 

MAGGIE HAYS LAKE JOINT VENTURE PROJECT 

Pioneer has entered into a joint venture with LionOre Australia (Nickel) Pty Ltd to explore the Maggie Hays Lake prospect, 

whereby LionOre may earn a 70% interest in the project through expending $200,000. 

MLTEM and FLTEM surveys have identified a deep bedrock TEM anomaly, similar to the response that could be expected for 

Nickel Sulphide mineralisation. This occurs 5km SE along strike from the Maggie Hays Nickel Sulphide mine and remains 

undrilled. 

Shallow Rotary Air Blast (“RAB”) drilling confirms the prospectivity of the target with analyses up to 10m at 0.4% Ni, and 

with anomalous in Cu and PGM. 

SILVER SWAN NORTHWEST PROJECT 

Silver Swan Northwest project covers komatiite sequences on the east limb of the Scotia Kanowna Anticline, 6.5km NW along 

strike of the Silver Swan Nickel Sulphide mine. Regional aeromagnetic studies confirm the association of ultramafic channels 

to the known Nickel Sulphide deposits at Silver Swan and Scotia, respectively immediately South and West of the project area. 

BOOMERANG LAKE PROJECT 

The Boomerang Lake project covers 66km of strike of the Emu Fault, with associated ultramafic channel units. 

At Binti Binti immediately south of the project, previous drilling has been reported as returning 0.3m at 7.6% Ni and 1.0m at 

2.3% Ni. This confirms the Nickel Sulphide endowment of the Boomerang Lake Komatiite belt. 

-15-

SECTION 5 

5.3 Proposed Budget 

On full subscription (excluding oversubscriptions), the $4.5 million raised will provide available funds of approximately $3.7 

million (after payment of the issue costs, repayment of the loan to Heron and management fee detailed in Section 12.11 of 

this Prospectus). 

As detailed in Section 3.1 of this Prospectus, the minimum subscription to be raised under the Offer is $2.7 million. 

The Directors believe that the Company will have sufficient working capital to enable it to complete the exploration and 

evaluation programs described in Section 7 of this Prospectus and as detailed below: 

Of the available funds, $3.12 million (or 91% of funds raised net of loan repayments and issue costs) is allocated to project 

evaluation and associated exploration programs. 

The following table assumes that the full amount of $4.5 million is raised (from which the issue costs, repayment of the Heron 

loan and other costs as detailed in Section 4.5 of approximately $0.8 million will be paid), and that the Company will complete 

the evaluation and exploration programs detailed within Section 7 of this Prospectus within two years of listing: 

Applications of Funds from Raising $4.5 million (Net $3.72 million) 

Fully Subscribed 

Minimum 

$4.5 Million Raising Deductions $2.7 Million Raising Deductions 

(million) (million) (million) (million) 

Shares Issued 22,500,000 13,500,000 

Capital Raising $4.50 $2.70 

Repayment of loan to Heron ($0.11) ($0.11) 

Payment of Management fee to Heron ($0.10) ($0.10) 

Payment of creditors relating 

to issue costs of the Offer ($0.57) ($0.48) 

Available Post IPO $3.72 $2.01 

First Years’ Administration ($0.30) ($0.30) 

Available for exploration $3.42 $1.71 

Application of available Funds Year 1 Year 2 Total 

Full Subscription Model (million) (million) (million) 

Proposed Exploration Expenditure $ 1.43 $ 1.69 $ 3.12 

Corporate Administration $ 0.30 $ 0.30 $ 0.60 

Total Funds Available $ 1.73 $ 1.99 $ 3.72 

The Company may also accept oversubscriptions of up to 5.0 million Shares to raise a further $1.0 million. 

If oversubscriptions are received, the additional funds over and 

above the budget will be specifically directed towards additional 

drilling campaigns. 

Pioneer intends to actively review and pursue "Emerging Projects." 

The introduction and work on the emerging projects will facilitate 

testing of new exploration concepts and assessing new property 

offers. These new projects may ultimately displace established 

projects that no longer meet Company objectives. Projects that no 

longer fit the Company strategy or priority for funds will be offered 

for joint venture to other companies or otherwise divested. 

Detailed exploration budgets on all leading Pioneer projects are 

shown in Section 7 of this Prospectus. 

During the Great Depression of the 1930s, mining was the mainstay of 

regional Australia. Remote mining camps were supplied by camel trains. 

-16-


The Company proposes to 

adopt the following budget 

in relation to carrying out 

the exploration program 

and the development of its 

tenements: 

Exploration Budget: Full Subscription Model Year 1 Year 2 Total 

(million) (million) (million) 

Data Acquisition/Interpretation $ 0.09 $ 0.04 $ 0.13 

Technical Support (Salaries/Wages/Consultants) $ 0.11 $ 0.11 $ 0.22 

Geochemical Surveys $ 0.07 $ 0.06 $ 0.13 

Ground Geophysical Surveys $ 0.12 $ 0.11 $ 0.23 

DHTEM Surveys $ 0.06 $ 0.14 $ 0.20 

Geochemical Drilling $ 0.18 $ 0.23 $ 0.41 

Reverse Circulation Drilling $ 0.43 $ 0.56 $ 1.00 

Diamond Core Drilling $ 0.05 $ 0.10 $ 0.15 

Vehicles/ Field Support $ 0.08 $ 0.10 $ 0.18 

General Overheads $ 0.24 $ 0.24 $ 0.48 

Subtotal $ 1.43 $ 1.69 $ 3.12 


Total $ 1.73 $ 1.99 $ 3.72 

SECTION 5 

If the minimum subscription of $2.7 million 

is raised, and the net funds available for 

exploration programs is $1.41 million, the 

amended exploration programs will consist of 

the Year 1 and Year 2 budget as described in 

the following tables. 

Application of available Funds Year 1 Year 2 Total 

Minimum Subscription Model (million) (million) (million) 

Proposed Exploration Expenditure $ 0.76 $ 0.65 $ 1.41 


Total Funds Available $ 1.06 $ 0.95 $ 2.01 

In this situation, first year expenditure would be directed toward drilling priority targets at the Acra and Pioneer projects. Data 

research and database compilation will be completed for the other Pioneer projects bearing in mind that some of the tenements 

are applications with no current expenditure requirement. Joint venture partners will be sought as a means of achieving 

expenditure on the granted tenements, with Pioneer seeking to retain an interest on a “free carried” basis until the commencement 

of mining. 

Exploration Budget: Minimum Subscription Model Year 1 Year 2 Total 

(million) (million) (million) 

Data Acquisition/Interpretation $ 0.08 $ 0.02 $ 0.10 

Technical Support (Salaries/Wages/Consultants) $ 0.16 $ 0.07 $ 0.23 

Geochemical Surveys $ 0.02 $ - $ 0.02 

Ground Geophysical Surveys $ 0.05 $ 0.05 $ 0.10 

DHTEM Surveys $ 0.03 $ 0.03 $ 0.06 

Geochemical Drilling $ 0.01 $ 0.01 $ 0.02 

Reverse Circulation Drilling $ 0.21 $ 0.27 $ 0.48 

Vehicles/ Field Support $ 0.03 $ 0.03 $ 0.06 

General Overheads $ 0.17 $ 0.17 $ 0.34 

Subtotal $ 0.76 $ 0.65 $ 1.41 


Total Expenditure $ 1.06 $ 0.95 $ 2.01 

Pioneer intends to continually monitor its exploration program to ensure that it adopts the most efficient and cost-effective 

approach following ongoing review of the results of each stage of the program. This will involve prioritising mineralisation that 

has the potential to satisfy the Company’s objectives for profitable and long life mining projects. Pioneer also intends to review 

any acquisition opportunities that may further advance the Company’s objectives. 

The full subscription, two year exploration budget totals $3.7 million and is the best estimate available based upon the Company’s 

present knowledge of the projects and assumes that the projects will continue to show potential for economic ore deposits. Some 

budget needs of the Company are well established, such as the expenses of the Offer and the repayment of the Heron loan. 

However, it must be recognised that all exploration budgets are subject to change as the proposed programs may vary depending 

on the exploration success and as new opportunities are identified and evaluated. Budget outlays can be reduced by farming out 

exploration expenditure in return for equity in the project. As applications are granted within the program period Pioneer will 

adjust its expenditure to ensure the minimum statutory expenditure requirements are satisfied. To the extent that these 

requirements cannot be satisfied with existing funds, Pioneer is likely to selectively divest non-priority ground or will seek to raise 

additional funds. 

-17-

SECTION 6 

R6 

isk Factors 

The Shares offered under this Prospectus should be considered speculative because of the nature of the business activities of 

the Company. While the Directors commend the Offer, potential investors should consider whether the Shares offered are 

a suitable investment having regard to their own personal investment objectives, financial circumstances and the risk factors 

set out below. This list is not exhaustive and potential investors should read this Prospectus in its entirety and should in any 

event consult their professional adviser before deciding whether to participate in the Offer. 

6.1 Key Personnel 

The success of Pioneer is strongly dependent on the Company’s ability to attract high calibre personnel who are proficient 

in both technical and corporate fields. The future returns to Shareholders will be determined by the skill and enthusiasm of 

those managing Pioneer. The retention of, and as appropriate, additions to the Pioneer team is an important factor. 

6.2 Economic and Government Risks 

Share Market 

Share market conditions may affect the listed securities regardless of operating performance. Share market conditions are 

affected by many factors such as: 

a) general economic outlook; 

b) acts of hostility or terrorism, which impact on market confidence; 

c) movements in, or outlook on, interest rates and inflation rates; 

d) currency fluctuations; 

e) commodity prices; 

f) changes in investor sentiment towards particular market sectors; and 

g) the demand for, and supply of, capital. 

Investors should recognise that once the Shares are listed on ASX, the price of the Shares may fall as well as rise. Many factors 

will affect the price of the Shares including local and international stock markets, movements in interest rates, economic 

conditions and investor sentiment generally. 

Commodity 

Commodity prices are influenced by physical and investment demand for those commodities. The Company has a primary 

exposure to the world nickel price. Fluctuations in commodity prices may influence individual projects in which the 

Company has an interest. The Company has a limited multi-commodity strategy, including nickel, copper and the precious 

metals, gold, platinum and palladium. This may to a limited extent ameliorate commodity risk. 

Economic Factors 

Factors such as inflation, currency fluctuation, interest rates, commodity supply and demand, and industrial disruption have 

an impact on operating costs, commodity prices and stock market processes. The Company’s future possible revenues and 

Share price can be affected by these factors which are beyond the control of the Company and its Directors. 

Government 

Changes in government, monetary policies, taxation and other laws can have a significant influence on the outlook for 

companies and the returns to investors. 

6.3 Exploration, Development, Mining and Processing Risks 

Mineral exploration, project development and mining by their nature contain elements of significant risk. Ultimate and 

continuous success of these activities is dependent on many factors such as: 

a) maintenance of tenure and access; 

b) the discovery and/or acquisition of economically recoverable ore reserves; 

c) successful conclusions to bankable feasibility studies; 

d) access to adequate capital for project development; 

e) design and construction of efficient mining and processing facilities within capital expenditure budgets; 

f) obtaining consents and approvals necessary for the conduct of exploration and mining; 

g) prudent financial administration; and 

h) Native Title risks (see also below). 

Whether or not income will result from development of the tenements depends on the successful establishment of mining 

operations. Factors including costs, variability of mineralisation, consistency and reliability of ore grades and commodity 

prices affect successful project development and mining operations. 

-18-


6.4 Native Title 

The Native Title Act 1993 (Cth) recognises and protects the rights and interests in Australia of Aboriginal and Torres Strait Islander 

people in land and waters, according to their traditional laws and customs. There is significant uncertainty associated with Native 

Title in Australia and this may impact on the Company’s operations and future plans. 

Native Title can be extinguished by valid grants of land or waters to people other than the Native Title holders or by valid use of 

land or waters. It can also be extinguished if the indigenous group has lost their connection with the relevant land or waters. Native 

Title is not extinguished by the grant of mining licences, as they are not considered to be grants of exclusive possession. A valid 

mining lease prevails over Native Title to the extent of any inconsistency for the duration of the title. 

All tenements granted prior to 1 January 1994 are valid or validated by the Native Title Act. 

Tenements granted between 1 January 1994 and 23 December 1996 may be invalid if they fail to comply with the Native Title Act 

or for certain other reasons because of Native Title. However, such invalid tenements may be validated if certain statutory criteria 

are met. 

For tenements to be validly granted (or renewed) after 23 December 1996 the special "right to negotiate" regime established by the 

Native Title Act must be followed (unless the expedited process applies). 

It is important to note that the existence of a Native Title claim is not an indication that Native Title in fact exists in relation to the 

land covered by the claim, as this is a matter ultimately to be determined by the Federal Court. 

The Company must also comply with Aboriginal heritage legislation requirements which require heritage survey work to be 

undertaken ahead of the commencement of exploration and mining operations. 

A detailed discussion of Native Title and the claims is contained in the Independent Solicitor’s Report in Section 9 of this Prospectus. 

SECTION 6 

6.5 Risks Specific to the Company 

The current and future operations of the Company, including exploration, appraisal and possible production activities may be 

affected by a range of factors, including: 

a) geological conditions including high-smelter penalty ore types; 

b) limitations on activities due to seasonal weather patterns; 

c) alterations to joint venture programs and budgets; 

d) the future viability or success of any of the joint ventures entered into by the Company, or any future joint 

venture entered into by the Company which could be affected by the future failure or default of any 

of the joint venture participants; 

e) unanticipated operational and technical difficulties encountered in drilling and production 

activities; 

f) mechanical failure of operating plant and equipment, adverse weather conditions, 

industrial and environmental incidents and other force majeure events; 

g) unexpected shortages or increases in the costs of consumables, spare parts, plant 

and equipment; 

h) prevention or restriction of access by reason of political unrest, outbreak of 

hostilities, and inability to obtain consents or approvals (including clearance 

of work programs pursuant to the existing, and any future access agreements 

entered into with the registered Aboriginal Land Council and the Native 

Title claimants); and 

i) the ability of the Company to be able to raise sufficient funds in the future. 

The Company has a policy of obtaining insurance for operational risks where 

appropriate, taking into consideration the availability of cover and premium costs, and 

where required under its contractual commitments. 

Cellular textured massive limonite 

gossan, derived from weathering of 

massive Nickel Sulphide at Jubilee. 

-19-

SECTION 7 

G7 

eologist’s Report 

Maps and photographs by 

courtesy of the family of 

Keith Quartermaine, a true 

pioneer of the Eastern Goldfields. 

7.1 Introduction 

Section 7 has been written by the management of the Company. 

The report and data supporting it has been reviewed by Snowden 

Corporate Services Pty Ltd, and their report on the information 

provided in this section is included in Section 8 as the 

Independent Geologist’s Report. 

Section 7 comprises geological descriptions on all projects 

included in this Prospectus. 

This section presents the geological model for the Western 

Australian exploration activities, followed by, for each project: 

• Project Highlights. 

• Introduction. 

• Geological Setting. 

• Previous Exploration Activity. 

• Proposed Exploration and Expenditure. 

No direct reference has been made between reported results and 

the exploration company responsible for the results. A list of the 

principal documents reviewed for the purpose of this report is 

included in the “References” at the end of this report. None of 

the entities referred to in this report have consented to their 

inclusion in the Prospectus and have only been referred to in the 

context of reporting factual accuracy with respect to the project 

area. 

The “Proposed Exploration and Expenditure” section of this 

Prospectus has been based upon exploration budgets being 

provided only for those projects where funds are being raised 

pursuant to the Offer. For projects where Pioneer is not 

responsible for exploration expenditure, such as joint venture 

projects, no exploration budget is shown. 

GEOLOGICAL MODEL - WESTERN AUSTRALIA 

The Western Australian projects target Nickel Sulphide-hosting 

komatiite units, and therefore prospectivity for a Kambalda- 

Silver Swan-Cosmos style Nickel Sulphide systems. 

Nickel Sulphide exploration target 

• For an open cut mine, the ore body must be able to 

support a 300,000 tonne per annum mill for a minimum 

of four years. 

• As an underground mine, 800,000 tonne at 3.0% Ni. 

• Contain a minimum in-ground resource of 24,000 tonne 

of nickel. 

• Attract a smelter premium through metallurgically 

favourable mineralogy. 

Lower tonnage but higher grade ore bodies could be successfully 

exploited, through toll milling. 

-20-


Ore Genesis 

Most ore-hosting ultramafic for Eastern Goldfields Nickel Sulphide mineralisation is interpreted as the product of an initial 

cataclysmic eruption of komatiite magma with very high effusion rates. A regional scale blanket of olivine cumulates formed 

from the turbulently flowing rivers of lava, at the base of which Nickel Sulphide deposits have formed. With time, an olivine 

cumulate crystal pile built up from fractional crystalisation of a continually replenishing turbulent lava flow. As the influx 

of fresh lava eventually waned, lava ponded resulting in the formation of pyroxene cumulates, plagioclase-pyroxene 

cumulates and gabbro at the top of the lava pile. 

Komatiite-hosted Nickel Sulphide deposits such as those mined at Kambalda, Widgiemooltha, Spargoville, Silver Swan and 

Cosmos are typically hosted by relatively thin (less than 100 metres thick) komatiite lava flows. Sulphides are usually massive 

at the base of the flow, with overlying olivine-sulphide (disseminated or matrix sulphides). The sulphides accumulate at the 

base of the komatiite sequence, through being immiscible with the flowing lava. Massive Sulphides are exceptionally mobile, 

and often accumulate within structurally controlled, thermally eroded channels, or are remobilised into the surrounding 

country rock. 

Ore genesis and exploration models therefore emphasise: 

• Confinement of the Nickel Sulphide ore shoots to physical embayments into the footwall at the contact position with 

the overlying komatiite ultramafic. 

• Restriction of thick, high-MgO ultramafic rocks to stratigraphically higher positions within the overall volcanic package. 

• Paucity or absence (through thermal erosion) of sedimentary rocks at the footwall contact. 

• Massive ore can become remobilised from the basal contact, thus exploration needs to include the immediately 

adjacent rocks, particularly within the footwall. 

The mineralised embayments, or troughs, are generally elongate, linear features up to kilometres long and tens of metres 

deep. Stratigraphic and volcanic studies interpret the troughs as syn-volcanic features modified during post-volcanic 

deformation. 

Gross ultramafic whole rock nickel distribution is used to identify enriched volcanic channels, providing a vector towards 

mineralisation. Values above 1,500 ppm Ni act to discriminate between channel (mineralised) and non-channel komatiites. 

The 3,000 ppm Ni threshold value delineates potentially high tenor ore environments. 

Pyrrhotite is the dominant sulphide, and is the last to form after sulphur, nickel and copper have exolved to form pyrite, 

pentlandite and chalcopyrite respectively. Hence pyrrhotite often forms the matrix to the other sulphide minerals. 

SECTION 7 

Nickel Sulphide Ore Emplacement Model 

Figure 4. Cross-sectional model of the Nickel Sulphide ore environment. 

Interpreted from drilling data 

-21-

SECTION 7 

Boomerang Lake Project 

Total Magnetic Intensity image of the 

Boomerang Lake to Acra zone, 

associated with the Emu Fault. 

White and red colours indicate more 

magnetic rocks. Ultramafic rocks are 

often the most magnetic. 

LEGEND 

Nickel Sulphide Deposit 

Pioneer Nickel Sulphide Target 

Gold Occurrence 

Silver Swan NW Project 

Acra Project 

-22- 

Figure 5.

SECTION 7 


A7.2 

cra Project 

Pioneer 100%. 

Nickel (& gold) 

Heron retains nickel laterite 

Project Highlights 

• The Acra project contains a partially drilled sulphidated komatiite 

channel that was discovered and explored during the “Nickel Boom” 

period between 1967 and 1975, and more recently during the 1990s. 

• Disseminated Nickel Sulphides have been identified in drilling over a 

200m strike, remaining open at depth. Veins and stringers of massive 

sulphide are also identified. 

• DHTEM anomalies have been generated with responses considered 

to be consistent with the presence of Massive Sulphides. Other 

surface TEM anomalies remain untested. 

• Drilling will commence at Acra immediately after Pioneer lists. 

Introduction 

The Acra project is located 60km ENE of Kalgoorlie in the Eastern 

Goldfields of Western Australia. The project consists of three 

exploration licences and two prospecting licences, with an overall area 

of 403km 2 . The advanced Acra deposit is entirely within granted 

E28/1223, shown in Figure 8. 

The project is classed as advanced stage exploration, in that Nickel 

Sulphide mineralisation has been intersected in komatiite channel 

locations, partly associated with untested surface and downhole TEM 

conductors. 

In addition, the project has a recognised Nickel Sulphide gossan at 

Jubilee, 2.5km NW along strike from Acra, which remains largely 

untested. The Jubilee prospect is within granted P27/972. 

Geological Setting 

The project is hosted within a sequence of west facing mafic and 

ultramafic lavas with interbedded felsic and sedimentary rocks. At 

least four komatiite packages are present within the overall project 

area, with the western-most hosting Nickel Sulphide mineralisation, 

including the Acra deposit. 

The Acra Nickel Sulphide deposit is located within channel facies, 

olivine cumulate rocks which have undergone varying degrees of talccarbonate 

alteration. The geology at Acra is complex, with the basal 

contact overturned. 

The ultramafic complex is in contact with footwall felsic 

volcaniclastics and sediments. 

-23- 

Previous Exploration Activity 

The Acra project area has been subjected to moderately intense Nickel 

Sulphide exploration during the “Nickel Boom” period from 1967 to 

1975, and to a lesser extent nickel and gold exploration from the mid 

1980s to early 1990s. 

Regional exploration for basal contact related Nickel Sulphide 

mineralisation commenced in the late 1960s. Following extensive 

mapping and gossan sampling, three prospects were identified. 

• The Acra prospect, where testing of the northern basal contact of 

a serpentinite returned a best sulphide intersection of 0.27m 

assaying 4.36% Ni in AD-004, referred to by Pioneer as the Acra 

West prospect. 

• The Jubilee prospect where a strongly anomalous gossan led to a 

program of eight trenches, 33 percussion drill holes and one 

diamond drill hole. 

• The Binti Binti prospect, adjacent to the southern end of 

Pioneer’s Boomerang Lake Project (refer Boomerang Lake Project 

in Section 7.10). 

Re-sampling and mapping of trenches occurred at Acra, and two 

diamond drill holes were drilled, one of which encountered 120m of 

patchily disseminated Nickel Sulphides. The best interval assayed 

70.5m at 0.44% Ni. 

During 1995 to 1997 exploration was conducted at Acra, including 

acquisition of detailed aeromagnetics, mapping, soil sampling, TEM 

and gravity geophysical surveys. This was followed by Aircore, RAB, 

RC and diamond drilling. The results of this work identified 

disseminated sulphide mineralisation at the Acra prospect as well as 

structurally controlled gold mineralisation along a sheared ultramafic 

- sediment contact.

SECTION 7 

Modelling DHTEM and FLTEM Data to Generate Massive Sulphide Drill Targets 

40300mE 

Fixed loop TEM Profiles 

40400mE 

500mRL 

AA054 

AA053 

AA052 

40400mE 

AA051 

AA050 

40500mE 

ARC002 

Footwall 

Sediments 

500mRL 

AA061 

AA062 AA063 AA064 AA065 AA066 

Disseminated Nickel Sulphide 

4m at 0.5%Ni, 0.53%Cu 

AA067 

Footwall 

Sediments 

Interpreted 

Basal 

Contact 

400mRL 

Overturned 

Ultramafics 

Disseminated 

Nickel Sulphide 

Interpreted 

Basal 

Contact 

Overturned 

Ultramafics 

Fixed loop 

TEM Target 

400mRL 

PROPOSED DRILL HOLE 

300mRL 

PROPOSED DRILL HOLE 

Downhole TEM 

Target 

Figure 6. Fixed Loop TEM Data 

Figure 7. Down Hole TEM Data 

Significant Nickel drilling Results from Acra 

Hole ID North East From To Intercept Ni Cu 

m m m m m % % 

AA-002 21,166 13,596 32 42 10 0.94 0.061 

AA-007 21,071 13,737 26 28 2 1.26 0.069 

AA-055 21,480 13,392 2 8 6 1.05 0.030 

ACD-001 21,646 13,566 250 251 1 1.18 0.010 

AD-004 21,665 12,833 72.24 71.51 0.27 4.36 0.400 

AD-013 21,545 13,523 74.68 145.16 70.48 0.44 0.013 

Including 74.68 74.98 0.3 1.30 0.056 

and 93.88 94.03 0.15 2.83 0.060 

and 145.05 145.16 0.11 1.26 0.010 

ARC-003 21,625 13,490 132 200 68 0.44 0.020 

Including 138 140 2 1.00 0.050 

Surface TEM methods, 

particularly FLTEM, clearly 

delineated conductive horizons 

throughout the Acra project 

area, particularly along the 

northern mineralised margin of 

the ultramafic. (refer Figure 2) 

The Acra channel has Nickel 

Sulphide mineralisation 

identified in drilling over a strike 

length of 200 metres, which is 

open at depth. 

DHTEM anomalies were recorded in drill holes ARC-002 and ARC-004, located 100m along strike of AD-013 which intersected 

disseminated Nickel Sulphides from 132m to 200m (EOH). 

In the view of Pioneer’s geophysical consultant Newexco, these conductors are consistent with the presence nearby of massive sulphides. 

The target zone has been subject to structural deformation, so remobilisation of footwall mineralisation is also possible. 

Following a compilation of all historical Acra drilling geochemistry, a Nickel Sulphide Prospectivity Rating (“NSPR”) has been 

developed by Newexco. In addition to known sulphide zones at Acra (ARC-03, AD-013), other priority targets were highlighted. 

The NSPR interpretation has also highlighted the Jubilee prospect, a subtle, near surface anomaly 2.5km NW along strike from Acra. 

The prospect has an outcrop of a genuine Nickel Sulphide gossan, and has been only subjected to limited drilling by a previous explorer. 

Pioneer’s independent geological review has confirmed the Acra project to be a high priority Nickel Sulphide target. 

-24-


Three RC holes returned narrow zones of greater than 1g/t gold 

with a number of other intercepts returning greater than 0.1g/t 

gold, mostly within the saprolite profile. 

Proposed Exploration and Expenditure 

Acra Regional 

Pioneer will complete: 

• Airborne surveys to infill geophysical information for the 

project. This will include multiclient and custom aeromagnetic 

surveys. 

• Ground geophysical surveys including MLTEM and FLTEM 

coverage over the entire Acra project ultramafic unit, including 

gossan localities at Jubilee. This will commence in conjunction 

with a detailed DHTEM survey at Acra. 

• Geological surveys consisting of mapping the Jubilee area for 

outcrop and any remaining drill spoils to determine the extent 

of prospective lithologies. 

• Geochemical drilling of prospective ultramafic targets. 

SECTION 7 

Figure 8. Acra Project Tenements 

The following 

legend applies to 

figures 8, 10, 11, 

13 and 14. 

LEGEND 

Alluvial Deposits 

Mafic Volcanics 

Ultramafic Units 

Granite 


Nickel Sulphide Prospect 

Gold Occurrences 

* Denotes tenement application 

Gold Exploration 

Gold exploration has concentrated on the mafic intrusive and felsic 

volcanic sequences in the western parts of Pioneer’s tenements, 

exploring for extensions or repetitions of the Kalpini and 

Wellington gold workings. 

During the early 1990s exploration focussed on gold, consisting of 

regional and infill BLEG geochemistry and pisolite sampling, 

initially on a 1km triangular grid. A broad low level gold anomaly 

was identified within Pioneer’s tenements, which approximately 

followed a northwest striking contact between mafic volcanics and 

conglomerate. Wide spaced RAB drill traverses returned best 

results of 1m at 2.1g/t Au and 4m at 0.68g/t Au. 

Programs of RAB drilling were completed (2,200m in 34 holes) 

and Aircore (2,079m in 29 holes), with significant mineralisation 

including: 

• AA104 47-48m 

1m at 84.7 g/t Au 

• AA116 63-71m(end of hole) 8m at 3.1 g/t Au 

• ARB-2 20-29m(end of hole) 9m at 1.4g/t Au 

Acra Prospect 

Pioneer will drill two targets at Acra, defined by previous 

DHTEM, immediately on listing (refer to Figure 2). Drilling at 

Acra West will also be completed to permit DHTEM surveys, 

designed to locate further massive sulphides in the vicinity of AD- 

04. Activities planned include: 

• RC and diamond drill holes located adjacent to ARC-02 and 

ARC-04, which will be completed to at least 250m depth. 

These holes will also test for ore at the overturned basal 

komatiite contact. 

• DHTEM surveys will permit detailed interpretation of the 

existing TEM anomalies. 

• RC drilling beneath the massive mineralisation in AD-04 

followed by DHTEM will test for down hole conductors and 

provide vector data for the presence of massive sulphide. 

• RC drilling will also test additional MLTEM conductors 

identified over a 1,000m strike length. 

• A 3-D model of the basal contact based on existing drilling data 

will be generated. 

Year 1 Year 2 Total 

Acra (million) (million) (million) 

Data Acquisition/Interpretation $0.02 $0.01 $0.03 

Technical Support 

(Salaries/Wages/Consultants) $0.03 $0.03 $0.06 

Geochemical Surveys $0.01 - $0.01 

Ground Geophysical Surveys $0.03 $0.03 $0.06 

DHTEM Surveys $0.05 $0.05 $0.10 

Geochemical Drilling $0.04 $0.04 $0.08 

Reverse Circulation Drilling $0.20 $0.20 $0.40 

Diamond Core Drilling $0.05 $0.05 $0.10 

Vehicles/ Field Support $0.02 $0.02 $0.04 

General Overheads $0.15 $0.15 $0.30 

Total $0.60 $0.58 $1.18 

-25-

SECTION 7 

ioneer Project 

P7.3 Pioneer 100%. 



The Pioneer project contains ultramafic units that correspond to the mine 

sequences at Miitel, Redross, Widgiemooltha and Mt Edwards Nickel 

Sulphide mines. 

• Nickel Sulphide mineralisation occurs in three lenses at the JH and BB 

Nickel Deposits. These zones require deeper drilling and DHTEM surveys 

to quantify their extent. 

• Aeromagnetic interpretation by Pioneer, coupled with soil geochemistry, has 

located zones of thickening within the ultramafic units consistent with the 

presence of further komatiite channels, which Pioneer will target. 

• This highly prospective area, with multiple sulphidated komatiite units, has 

not benefited from exploration using powerful modern TEM technology. 

Introduction 

The Pioneer project consists of one granted exploration licence and one 

application covering 81km 2 , located 125km SSE of Kalgoorlie on the 

eastern flank of the Pioneer Dome, as shown on Figures 9 and 10. 

The property straddles the Widgiemooltha Greenstone Belt, which 

consists of metamorphosed and deformed sequences of mafic, 

ultramafic and sedimentary rocks where they occur on the eastern 

flank of the Pioneer Dome. The project includes the Pioneer Nickel 

Sulphide Deposits, which occur as three known lenses, including 

the JH with a reported (non JORC) resource of 32,500 tonne at 

1.1% Ni. 

Repetitions of the ultramafic stratigraphy, considered to be the 

equivalent of the Widgiemooltha mine sequence, occur within the 

project flanking the Pioneer Dome. 

Pioneer (through Heron) has entered into an off-take Agreement 

with WMC Resources Limited (“WMCR”) whereby WMCR has a 

first right of refusal to negotiate an ore purchase agreement from the 

Pioneer project tenements. The parties have agreed to allow the 

assignment of Heron’s interest to Pioneer. 


The Pioneer Dome consists of a central hourglass shaped core of 

granite, surrounded and overlain by extrusive mafic and ultramafic 

units separated by sediments. 

Three separate east facing ultramafic komatiite horizons occur 

within the project. The ultramafic sequence is intercalated with 

mafic and felsic volcanics and associated sediments. 

The Western Komatiite horizon outcrops as elongate ridges close to 

the Pioneer Granite. This unit consists of thin flow komatiites up 

to 400m thick, separated by approximately 100m of mafic volcanics 

and minor horizons of quartzite and black shale. 

The Pioneer Nickel Sulphide Deposits occur in the basal horizon of 

the main Western Komatiite unit. 

Sporadic drilling elsewhere on the Western Komatiite has also 

intersected disseminated Nickel Sulphides on the basal contact, 

grading up to 0.50% Ni, with associated geochemical anomalies in 

the shallower adjacent holes. 

The Central Komatiite horizon has little or no outcrop expression 

within Pioneer’s tenement area but is clearly evident as a linear 

magnetic trend in TMI imagery, that extends for the strike of the 

project, and is traceable north to Widgiemooltha. 

Pioneer’s soil sampling programs have confirmed the presence of the 

Central Komatiite, generating an anomalous nickel and coincident 

copper response within granted tenement E15/573 which will be 

further tested immediately after listing. 

The highly prospective Eastern Komatiite horizon, thought to 

correlate with the komatiite horizon that hosts the high grade 

Redross and Mariners Nickel Sulphide deposits to the north, is 

evident in places within Pioneer’s tenements as a strongly magnetic 

unit which is traceable north to Widgiemooltha. Pioneer’s 

interpretation of aeromagnetic data indicates zones of thickening 

thought to represent prospective komatiite channels. 

Metamorphism throughout the project is upper greenschist to lower 

amphibolite grade, suggesting the potential for remobilisation of 

Nickel Sulphides into favourable structural zones. 


Previous exploration methodology included acquiring TMI data to 

identify the position of ultramafic units, soil sampling and trenching 

to geochemically appraise the targets, combined with detailed 

mapping and IP surveys. 

Based on the results of these studies, diamond drilling tested for the 

presence of Nickel Sulphides at the base of the komatiite flow. 

-26-


Depot Dome 

Wattle Dam Project 

SECTION 7 

Figure 9. 

Total Magnetic Intensity Image of 

the Depot, Widgiemooltha and 

Pioneer Domes showing known 

Nickel Sulphide occurrences, and 

Pioneer’s Wattle Dam, Pioneer and 

Higginsville tenements and prospects. 

Larkinville Project 

Widgiemooltha Dome 

LEGEND 


Pioneer Nickel Sulphide Target 

Gold Occurrence 

Pioneer Dome 

Pioneer Project 

Higginsville Project 

Pioneer has acquired a substantial 

land holding covering 59km of strike 

of the highly prospective 

Widgiemooltha Greenstone Belt, 

which is one of Australia’s most 

endowed Nickel Sulphide provinces. 

-27-

SECTION 7 


Two prospects contain significant occurences of Ni-Cu 

mineralisation, specifically the JH and BB Deposits. 

The JH Deposit consists of two lenses at or near the basal komatiite 

contact. A northern lens is 115m long, up to 6m thick, with a dip 

(40 o E) length of 180m; and a southern lens 60m long, up to 1.6m 

thick, with a dip length of 180m. 

Mineralisation is in the form of lenses, veins and stringers of 

marcasite after pyrrhotite and violarite after pentlandite. Associated 

finely disseminated sulphide is less altered and consists of pyrrhotite, 

pentlandite and chalcopyrite. Some 32,500 tonne at 1.1% Ni and 

0.1% Cu is reported for the JH Deposit (non JORC). 

The BB Deposit consists of a single lens which occurs 15m above 

the basal komatiite contact. The lens is 90m long, up to 3m thick, 

with a plunge (35 o NNE) length of 110m. 

The average grade of the BB Deposit is 1.0% Ni and 0.1% Cu, with 

approximately 830t per vertical metre reported. 

Significant Assay results for the Pioneer deposits include: 

Hole ID From To Intercept Ni Cu 

m m m % % 

JH Deposit 

JH3 38.1 40.8 2.7 1.0 0.07 

JH4 67.4 68.0 0.6 3.9 0.85 

JH8 66.8 72.7 5.9 2.0 0.24 

69.5 72.7 3.2 3.2 0.42 

JH12 62.5 62.6 0.2 3.1 0.10 

BB Deposit 

BB1 27.4 41.5 14 0.5 0.07 

33.5 40.5 6.9 0.7 0.07 

BB3 50.7 55.3 4.6 1.1 0.16 

BB8 61.8 62.5 0.7 1.8 0.26 


Aeromagnetic data will be interpreted in conjunction with other 

available information to delineate ultramafic stratigraphy and overall 

structure. 

• Geological surveys will be completed to map komatiite facies and 

quantify the nature of the basal contact where exposed. 

• Geochemical drilling such as RAB or aircore will identify 

komatiite facies and channel locations in areas of cover. 

• Ground surveys, including detailed soil geochemistry, focusing 

on pathfinder elements for Nickel Sulphide mineralisation. 

• High powered MLTEM surveys using 200m line spacing, 

including exploration east and west beyond the ultramafic 

contacts, is required to locate structurally remobilised 

mineralisation. 

• The final geological model target will be RC drilled and 

DHTEM surveys undertaken to vector in on conductors, which 

will further delineate mineralisation as drilling progresses. 

This work will commence immediately on listing. 

Higginsville 

Figure 10. Pioneer & Higginsville Project Tenements 


Pioneer (million) (million) (million) 

Data Acquisition/Interpretation $0.01 - $0.01 



Geochemical Surveys $0.01 - $0.01 


DHTEM Surveys $0.01 $0.01 $0.02 



Diamond Core Drilling - $0.05 $0.05 



Total $0.27 $0.30 $0.57 

-28-


H7.4 

igginsville Project 

Pioneer 100%. 


SECTION 7 


Tin Camel attraction at Norseman, 

outside of the Higginsville Project. 

The Higginsville project targets the Southern Widgiemooltha Greenstone Belt, considered the southern analogy of the western Widgiemooltha mine 

sequence, along the western and southern margin of the Pioneer Dome. Nickel Sulphide potential is rated as high. The project includes: 

• The Spinifex prospect, with a priority, coincident Ni-Cu-PGM geochemistry target, ready for geochemical drilling and MLTEM Surveys. 

• The 399 prospect, with high order nickel-copper anomalism adjacent to the Jimberlana Dyke. 

• The 400 prospect, which contains a portion of the prospective Lower Greenstone Sequence. 

Aeromagnetic interpretation by Pioneer indicates the presence of other komatiite channels, which will form the focus of Pioneer’s ongoing exploration. 

Introduction 

The Higginsville project consists of six exploration licence 

applications covering 529km 2 , located 125km SSE of Kalgoorlie on 

the western and southern flanks of the Pioneer Dome where it is 

transected by the Jimberlana Dyke. These are shown in Figure 10. 

Early exploration at Higginsville during the “Nickel Boom” targeted 

the ultramafic belts, however more recent exploration has had gold 

as the primary commodity sought, resulting in the discovery and 

exploitation of the Chalice and Higginsville gold mines. 

Results from recent geochemical surveys show significant 

prospectivity within the project for Nickel Sulphide, identifying the 

Spinifex, 399 and 400 targets. 


The tenements provide tenure to the Widgiemooltha Greenstone 

Belt at Pioneer, between the Zuleika Shear Zone to the east and the 

granite terrain to the west. Around the Pioneer and Widgiemooltha 

Domes, flanking occurrences of felsic sediments abut the granite, 

overlain by komatiitic amphibolites, ultramafics, metagabbro and 

dolerite. The sequence is cross cut by younger mafic and granitic 

dykes. 

Throughout the Widgiemooltha-Pioneer region, the ultramafic 

packages have been divided into the Western, Central and Eastern 

Komatiite sequence, with the Western lower sequence considered the 

most prospective for Nickel Sulphide deposits. At the Pioneer Dome, 

the JH and BB Nickel Sulphide Deposits occur on the eastern flank in 

the Western Komatiite. The Spinifex prospect occurs at the equivalent 

stratigraphic position on the western flank of the Pioneer Dome. 


Previous Nickel Sulphide exploration of the Pioneer Dome area has 

established that the Western Komatiite is the most prospective for 

Nickel Sulphide deposits. 

Pioneer’s western tenement contains the Western Komatiite 

Sequence at the Spinifex and 400 prospects, confirming high 

Nickel Sulphide potential. 

At the Spinifex prospect soil sampling has generated a coincident 

Ni-Cu-PGM anomaly. This is considered a high priority target and 

will be advanced with MLTEM and FLTEM, prior to drilling. 

The 399 prospect contains two ultramafic horizons which represent 

either true komatiite of the Western Komatiite Sequence, or the 

differentiated floor ultramafic of the Mount Thirsty Sill; either way 

the Nickel Sulphide potential is rated as high. Soil geochemistry 

has outlined a strong coincident Ni-Cu anomaly associated with the 

Western Komatiite. 

Previous drilling at the 399 prospect revealed an 8m sulphide zone, 

with one interval of 0.76m at >10g/t Au. 


All geological, geochemical and geophysical data for the project has 

been compiled into a GIS format and interpreted. 

• Geological mapping and soil geochemistry will be completed to 

fill gaps in the data. 

• Targets will be geochemically drilled using Aircore drilling. 

• Where channel stratigraphy is confirmed, RC drilling combined 

with surface and DHTEM will be used to locate Nickel 

Sulphide conductors. 


Higginsville (million) (million) (million) 




Geochemical Surveys $0.01 $0.01 $0.02 

Ground Geophysical Surveys - $0.01 $0.01 

DHTEM Surveys - $0.01 $0.01 


Reverse Circulation Drilling - $0.04 $0.04 



Total $0.07 $0.14 $0.21 

-29-

SECTION 7 

W7.5 

attle Dam Project 

Pioneer owns all Nickel Rights. 

Ramelius owns Non-nickel Rights 

Nickel 


The Wattle Dam project covers 

10km of the Spargoville group 

komatiite sequence. Nickel 

Sulphide potential is rated as high. 

• Includes the immediate strike 

extensions of the Spargoville 1A, 

5A, 5B and Andrews Shaft 

Nickel Sulphide mines. 

• The Spargoville group is the 

direct strike extension of the Mt 

Edwards group, immediately to 

the south, which hosts the Mt 

Edwards Nickel Sulphide mines. 

• Coincident nickel-copper soil 

geochemistry highlight targets 

for immediate surface TEM 

surveys. 

• This will be the first time that 

modern high powered TEM has 

been used on this project to test 

for subsurface mineralisation. 

Introduction 

The Wattle Dam project consists of 12 tenements covering 67km 2 , 

located 55km SW of Kalgoorlie within an area of documented 

Nickel Sulphide and gold mining activity. The project, shown in 

Figure 11, is located 15km NW along strike from the 

Widgiemooltha nickel mining centre. 

The Wattle Dam project was explored during the 1970s as part of 

an exploration push which discovered the Andrews Shaft (3/5D) 

underground Nickel Sulphide mine with a pre-mine resource of 

660,000 tonne at 2.47% Ni. Other deposits, the 1A, 5A and 5B 

were identified, however with the establishment of the Andrews 

Shaft, systematic regional exploration apparently ceased. The 

deposits occur within small excisions to Pioneer’s tenure. 

Modern explorers have targeted the project principally for gold, 

providing a geological and geochemical framework to the area. 

Pioneer will be the first modern company with a specific Nickel 

Sulphide mandate. 

Pioneer rates this project highly based on available geochemical 

data (shown in Figure 12), and the historical and recent discoveries 

made immediately along strike. 


The Spargoville group is located at the northern end of the 

Widgiemooltha Greenstone Belt and consists of a belt of linear to 

slightly arcuate, tightly folded, mafic-ultramafic rocks and chert, on 

the southeastern flank of the Depot Dome. 

The ultramafics correlate with the host units of the Mt Edwards, 

Widgiemooltha, Miitel and Redross Nickel Sulphide Mines. 

The ultramafic rocks include spinifex textured komatiites, now 

altered to tremolite, chlorite and talc. Metasedimentary rocks 

close to the faulted contact with ultramafic rocks are laminated, 

micaceous, quartzo-felspathic siltstones with varying amounts of 

biotite, which defines a moderate foliation generally parallel to 

bedding. Metamorphosed felsic volcanics occur to the east. 

The ultramafic sequence is repeated, due to folding or thrusting. 


The Spargoville Nickel Sulphide deposits are located within two 

small excisions to Pioneer’s tenements. These were discovered in 

the late 1960s, resulting in the construction of the Andrews Shaft 

which accessed the 5D deposit. Production took place between 

1974-1979. 

Numerous other anomalies were detected and three smaller 

deposits, the 1A, 5A and 5B, identified. Between 1990 and 1992, 

a shaft was sunk and 27,000 tonne of Nickel Sulphide ore was 

mined from the 1A deposit. 

Recorded resources (including those mined) for the Spargoville 

Nickel Sulphide deposits total 1,200,000 tonne at 2.5% Ni. 

Recent detailed soil geochemistry has highlighted the project’s 

prospectivity with high order coincident Ni-Cu anomalism 

recorded over the prospective Spargoville mine sequence. One 

target has been partially drill tested with RAB drill hole PNR031 

returning 20m at 0.50% Ni and 0.024% Cu. 

-30-


Wattle Dam 

SECTION 7 

Larkinville 

Figure 12. Wattle Dam Soils - Nickel & Copper Geochemistry 

Figure 11. Wattle Dam & Larkinville 

Project Tenements 


All geological, geochemical and geophysical data held for the 

project has been compiled into a GIS format and interpreted. 

Based on this, Pioneer will: 

• Acquire airborne geophysical data through purchase of 

detailed multiclient aeromagnetic data, or custom fly specific 

survey areas. 

• Complete soil geochemistry including pathfinder elements 

for Nickel Sulphides to provide better drill target definition. 

• Complete geochemical drilling to study komatiite facies in 

areas of poor outcrop, and to locate the basal komatiite contact. 

• Systematically survey the Spargoville mine sequence on 

Pioneer’s tenements using FLTEM and MLTEM. 

• Drill the targets using RC drilling combined with further 

surface and DHTEM to vector in on any conductors. 

Ramelius Resources Limited is responsible for keeping the tenements 

in good standing (refer to Material Contracts Section 11). 

LEGEND 


Anomalous Nickel Sample Site 

Anomalous Copper Sample Site 


Wattle Dam (million) (million) (million) 











Total $0.22 $0.28 $0.50 

-31-

SECTION 7 

arkinville Joint Venture Project 

L7.6 

Pioneer 100% of Non-precious Metal rights. 

Ramelius Resources Limited earning 75% of Precious Metal Metals. Rights. 

Nickel ( & gold, tantalite ) 

Introduction 

The Larkinville project is located 60km S of Kalgoorlie. It 

comprises four exploration licences and nine prospecting 

licences for a total area of 348km 2 . The project is subject to a 

farm in by Ramelius Resources Limited with Ramelius earning 

a 75% interest in the Precious Metal rights through expending 

$750,000. Pioneer has retained a 100% interest in nickel minerals. 

The area remains untested for nickel using modern exploration 

methodologies, yet contains multiple komatiite units that are the 

folded equivalent of the Widgiemooltha-Spargoville mine sequence. 


The project covers the western limb of the Logans Find-Larkinville 

Syncline. The greenstone sequence is dominated by gabbro with 

komatiite and basaltic units, and intercalated sediments. This is 

overlain by volcaniclastic and sedimentary rocks with minor felsic, 

pegmatite and dolerite intrusives. The western syncline limb is 

itself interpreted as a tight isoclinal fold with a north trending axis. 

The area exhibits lower amphibolite grade metamorphism. 

The northern portion of the project lies in the southern pressure 

shadow of the Depot Granodiorite batholith. Such a geological 

setting is often recognised as the locus of significant gold 

mineralisation, with analogies including Ghost Crab, Mt Pleasant, 

Siberia, Kanowna Belle and Coolgardie. 


A large number of Nickel Sulphide deposits have been discovered 

within the adjacent Spargoville and Widgiemooltha region and 

further south since the late 1960s, occurring in laterally equivalent 

stratigraphic units to those occuring at Larkinville. 

In the Spargoville and Widgiemooltha area numerous pegmatites 

intrude the greenstone sequence. Regionally this area has produced 

beryl, tin and tantalite-columbite. Ramelius is evaluating the area 

for gold and tantalite under the terms of the joint venture with 

Pioneer. 

-32- 


• Multiple fold interpretations of the Widgiemooltha and Spargoville 

ultramafic units, unexplored in recent years for Nickel Sulphides. 

• Joint Venture in place with Ramelius Resources Limited, earning an 

interest in Precious Metals. 


Pioneer will explore for Nickel Sulphide mineralisation. 

Exploration for Nickel Sulphide will include: 

• Geological surveys including the acquisition and compilation of 

geological mapping, geochemical and aeromagnetic data 

available in the public domain or from previous explorers into a 

GIS database. 

• Detailed soil geochemistry where geological targets are indicated. 

• Ground geophysics including FLTEM and MLTEM in 

conjunction with geochemical drilling to generate RC drilling 

targets. 

Ramelius is responsible for keeping the tenements in good standing. 


Larkinville (million) (million) (million) 

Data Acquisition/Interpretation - $0.01 $0.01 






Geochemical Drilling - $0.02 $0.02 

Vehicles/ Field Support - $0.01 $0.01 


Total $0.05 $0.10 $0.15


S7.7 

ilver Swan Northwest Project 

Pioneer 100% or otherwise of all Nickel Rights. On certain tenements, Avoca Resources Limited holds Non-nickel Rights. 

Nickel ( & variously gold ) 


The Scotia Kanowna region is characterised by Nickel Sulphide 

occurrences at Silver Swan, Black Swan, Carr Boyd and Scotia. 

• Previous drilling has identified ultramafic channels within 

Pioneer’s project, ready for further exploration. 

• The project is 6.5km NW along strike from the Silver Swan 

Nickel Sulphide Mine. 

SECTION 7 

Introduction 

The Silver Swan Northwest Project is located 45 km NNE of 

Kalgoorlie. The project comprises 10 mining tenements totalling 

489km 2 , which cover komatiite sequences on the east limb of the 

Scotia Kanowna Dome. Immediate targets are located within 

granted E27/145 and E27/169 (refer to Figure 13), and evaluation 

of these will commence immediately after listing. 

The southern boundary of Pioneer’s project is 6.5 km NW from the 

Silver Swan Mine which, with an insitu grade of 14% Ni is amongst 

the highest bulk grade recorded for a Western Australian Nickel 

Sulphide deposit. Nickel Sulphide mineralisation also occurs at 

Scotia East (Mount Jewell), 30km NW of Silver Swan, within an 

excised tenement. 

Avoca Resources Limited has Non-nickel Rights for tenements 

E27/145 and 169, and M24/799 and 800, and is responsible for 

maintaining these tenements in good standing. 


The eastern flank of the Scotia Kanowna Dome comprises an 

eastward facing succession of komatiites, basalts, dolerites and 

gabbros, with overlying felsic volcanics and fine-grained sediments, 

particularly to the north where they are interbedded with black shales. 

Within the sequence, three distinct ultramafic belts occur with 

lithologies ranging from high magnesium basalts, komatiites to 

serpentinites. These include the ultramafic host of the Silver Swan 

and Black Swan deposits, and Scotia East deposit, located on the 

western side of the Moriaty Fault. The succession overlies granitic 

rocks and is intruded by mafic Proterozoic dykes. 

The project is bisected by the Mount Monger-Moriaty Fault. This 

fault separates the Boorara Domain of the Kalgoorlie Terrane to the 

west from the Gindalbie Domain of the Kurnalpi Terrane to the east. 

Outcrop within the tenement is restricted to a few ridges of subcropping 

mafic and ultramafic volcanics and minor granite outcrop 

to the north. Transported colluvium covers most of the project but 

in general is only 1m to 2m thick. 


The Pioneer exploration model involves locating komatiite 

channels. The three defined channels at the Silver Swan Mine occur 

over a 2.3km strike length, demonstrating the limited strike extent 

required in this environment to host a significant resource. Within 

Pioneer’s tenements, three komatiite horizons are available for 

testing. 

Previous exploration was dominantly in the “Nickel Boom” and 

lacked the sophistication now known to be required in the light of 

the 1995 Silver Swan discovery. 

-33- 

Figure 13. Silver Swan Northwest Project Tenements 


A study of detailed aeromagnetic data has located prospective 

ultramafic channels, which will be followed up with: 

• Soil geochemistry in conjunction with geological surveys to 

outline channel localities. 

• Detailed geochemical drilling will infill existing data and 

facilitate the location of deeper drilling targets. 

• Deeper drilling will test geochemical and geological targets. 


Silver Swan Northwest (million) (million) (million) 




Geochemical Surveys - $0.01 $0.01 

Ground Geophysical Surveys $0.01 - $0.01 





Total $0.07 $0.10 $0.17

SECTION 7 

M7.8 

aggie Hays Lake Joint Venture Project 

Pioneer 100%. LionOre right to earn 70% in all Minerals through spending $0.2m. 

Nickel ( & gold ) 


Pioneer has entered into a joint venture with LionOre 

to explore the Maggie Hays Lake project. 

Research by Pioneer has defined: 

• An untested MLTEM (confirmed with FLTEM) 

anomaly which occurs 5km SE along strike from the 

Maggie Hays Nickel Mine. 

• RAB drilling over the anomaly confirms the presence 

of ultramafic units anomalous in nickel, copper and 

most significantly, PGM. 

Photograph Scott Wilson 

Introduction 

The Maggie Hays Lake project consists of one granted tenement 

covering 81km 2 located 140km SE of Southern Cross. The granted 

tenement is immediately southeast and along strike from the Maggie 

Hays and Emily Ann Nickel Sulphide deposits. 

Open file research confirms Nickel Sulphide prospectivity within 

Pioneer’s project area. An untested MLTEM anomaly has been 

located, occurring 5km SE along strike from the Maggie Hays Nickel 

Sulphide Mine, associated with the mine sequence. 

Additionally, soil gold targets were generated in areas adjacent to Lake 

Johnson, associated with favourable magnetic structures. No 

previous gold surface sampling or drilling has been carried out on the 

lake surface. 


The Lake Johnston greenstone belt trends NNW and is 70km long 

and up to 20km wide. An assemblage of greenschist-facies 

ultramafic, mafic, felsic volcaniclastic rocks and banded ironstones 

occupy the core of the belt and are flanked by more homogeneous 

fine to coarse grain mafic rocks. The belt is surrounded and locally 

intruded by regional granite, and cut by a number of ENE trending 

Proterozoic mafic dykes, the largest of which is the layered Jimberlana 

Dyke. 

The ultramafic unit does not crop out within the target area. 

Previous Exploration History 

The project is considered prospective for both Nickel Sulphide and 

gold mineralisation. 

At the Maggie Hays Lake prospect, RAB drilling of a magnetic unit 

within the northern-most part of the tenement has confirmed 

-34- 

ultramafic rocks, often pervasively talc altered and in part carbonated; 

and with intercalated sediments. 

While the nickel geochemistry clearly maps ultramafics, several holes 

are anomalous in copper and PGM, confirming the Nickel Sulphide 

prospectivity of this project. 

Significant Assay results for the Maggie Hays deposits include: 

Hole ID From To Intercept Ni Cu Pd Pt 

m m m % % ppb ppb 

LJR-09 0 8 8 0.26 0.02 42 50 

LJR-10 0 12 12 0.34 0.02 46 55 

LJR-12 0 10* 10 0.33 0.03 82 77 

LJR-13 16 24 8 0.30 0.03 114 85 

LJR-18 0 10* 10 0.44 0.03 33 41 

LJR-23 20 32 12 0.37 0.02 39 30 

*Intersection to end of hole 

A TEM survey was completed using MLTEM and FLTEM which has 

identified a possible deep bedrock conductor anomaly. 

Auger sampling completed by previous explorers partly covered 

Pioneer’s current tenement. Results show a relationship between 

anomalous gold values and linear structures highlighted by 

aeromagnetic imagery. Pioneer is also aware that a number of nuggets 

have been recovered from the lake within or adjacent to Pioneer’s 

tenement. 

Proposed Exploration & Expenditure 

LionOre will fully fund the initial $200,000 of exploration 

expenditure, and is responsible for keeping the tenement in good 

standing.


Lake Raeside 

B7.9 

oomerang Lake Project 

Pioneer 100% 

Nickel (& gold) Heron retains nickel laterite 

SECTION 7 


Greenstones are present within the Boomerang Lake project and 

comprise a narrow belt of felsic and mafic volcanics with ultramafic 

flows or sills that lie between the Mendleyarri and Menangina 

Batholiths. 

• Detailed TMI imagery indicates lenses of ultramafic rocks 

within a mafic-felsic assemblage. 

• The area has never been systematically targeted for channelhosted 

Nickel Sulphide mineralisation. 

• The southern project area is adjacent to the Binti Binti Nickel 

Sulphide prospect (not held by Pioneer) where recent drilling 

has intersected 0.17m at 7.1% Ni and 1.0m at 2.3% Ni. 

Photograph Jenny Crook 

Figure 14. 

Boomerang 

Lake Project 

Tenements 

Introduction 

The project is located approximately 90km NE of Kalgoorlie, and 

consists of one granted and three exploration licence applications. 

Regional TMI indicates the presence of ultramafic units which 

have not been tested for Nickel Sulphide mineralisation. 


The Boomerang Lake project covers a NNW trending Archaean 

greenstone belt which extends from Lake Raeside south to Binti 

Binti, and Acra. The regional greenstone sequence occupies a 

relatively narrow, 3.5km wide zone between two granitoid bodies. 

The steeply dipping units consist of a succession of ultramafic, 

mafic to felsic volcanics, mafic intrusives, and clastic and chemical 

sediments, which have been isoclinally folded and intruded by 

granites. There is intense deformation of the sequence, related to 

the Emu Fault. 


The project has been explored for a range of commodities. 

• Three gossans located within the project, named T1, T2 (Fence 

Gossan) and T3, encountered a lead-zinc-silver sulphide zone at 

least 400m long and 10m wide with drill analyses up to 

0.056% Pb, 1.2% Zn and 64 ppm Ag. 

• Reconnaissance soil geochemistry has produced low order gold 

anomalism within the central project area. 

With the exception of Binti Binti (an excision in Pioneer’s holding), 

no specific nickel exploration has targeted the magnetic features 

clearly evident in TMI imagery and considered likely to be 

ultramafic units. 


Exploration for nickel will include: 

• Geological surveys including the acquisition and compilation 

of geological mapping, geochemical and aeromagnetic data 

available from the public domain into a GIS database. 

• Detailed soil geochemistry on Pioneer’s defined targets. 

• Ground geophysics including FLTEM and MLTEM in 

conjunction with geochemical drilling to generate RC drilling 

targets. 


Boomerang Lake (million) (million) (million) 



Ground Geophysical Surveys - $0.01 $0.01 






Total $0.05 $0.10 $0.15 

-35-

SECTION 7 

H7.10 

eazlewood Project 

Pioneer 100% 

Nickel (& PGM ) 


• Nickel Sulphide has been mined at Brassey 

Hill and identified at several locations 

including Fentons Knob. 

• Major world producer of Platinum Group 

Metals in the late 19th to early 20th 

century, mainly from alluvial mining of 

drainages from the Heazlewood Complex. 

NORTHWEST TASMANIA 

Introduction 

The Heazlewood project is located in Northwest Tasmania within an 

intensely mineralised Cambrian mineral province which includes 

such world famous mines as Rosebery (base metals), Renison Bell 

(tin) and Mount Lyell (copper-gold). 

In terms of world class mineral production, in the late 19th and early 

20th Centuries the Heazlewood Serpentinite Complex was a world 

leading producer of “Osmiridium”, a naturally occurring alloy of the 

Platinum Group Metals Osmium, Iridium and Ruthenium. 

Infrastructure for the Heazlewood project is excellent, with the port 

and regional centre of Burnie located 65km NE of Heazlewood. The 

Savage River iron ore mining and shipping operation is located 

immediately west of Heazlewood. 

Pioneer’s Heazlewood project was acquired on the basis of its 

geological similarity to the Noril’sk and Insizwa Cu-Ni-PGM 

mineralised settings. 

Geological Model 

The Noril’sk Cu-Ni-PGM mining centre is located in the Arctic 

Circle region of Siberia and is the world’s largest nickel producer. The 

mineralised district is Triassic in age, and occurs at an intra-cratonic 

rift “triple junction” flexure at the extreme north-western craton 

margin of the Siberian Platform. The Platform cover sequence 

includes Permo-Triassic terrestrial clastic sediments, evaporites and 

coal measures, intruded by vast volumes of dolerite with co-magmatic 

flood basalts. This lithological association is a classical rift sequence. 

The Noril’sk Ni-Cu-PGM sulphide mineralisation occurs as 

persistent pyrrhotite-pentlandite-chalcopyrite layers within the lower 

portion of 30m-350m thick picrite-dolerite sills emplaced within 

fault-controlled volcanic conduits. This ore style represents fractional 

crystallisation and immiscible sulphide settling. 

Other examples of the “flood basalt” related Cu-Ni-PGM 

mineralisation include the Duluth Complex in Minnesota (late 

Proterozoic), Talnakh in Siberia (Triassic), and Insizwa in the Transkei 

of South Africa (Jurassic). Other flood basalts and dolerite include 

the Jurassic sills of central Tasmania, to the east of Heazlewood. 


The Heazlewood project is located at the intra-cratonic rift “triple 

junction” flexure at the northestern craton margin of the Tyennan 

Platform, within a Cambrian to Devonian rift basin. As with Noril’sk 

and Talnakh, the Tyennan platform is overlain by Permo-Triassic 

terrestrial sediments including coal measures, with substantial dolerite 

emplacement. 

The Heazlewood project area is 147km 2 and largely covers the 

Heazlewood Serpentinite Complex, a 15km N-S and 5km E-W 

differentiated ultramafic complex. The complex youngs eastwards, 

and consists from the base of peridotite-bronzite, then pyroxenite and 

upper saussuritised gabbro. 


The main PGM mineralisation at Heazlewood is at Bald Hill, 

associated with intensely talc-altered and weathered chalcedonised 

serpentinite occurring over a NE trending 8 x 3km area. The Caudry 

Osmiridium Mine workings are located on the west side of Bald Hill 

at the SW limit of the chalcedonised zone, and consist of a trench 

50m long and up to 2m wide and 5m deep, following a mineralised 

NW trending “joint plane”. 

-36-


SECTION 7 

From Reid, 1921, “Osmiridium in Tasmania” 

The Pursell Osmiridium Mine is in the central part of the Bald Hill 

chalcedonised zone, sited on a stockwork of cellular limonite-silica 

gossans, with remnant pyrite, pyrrhotite and magnetite. Associated 

minerals within the gossans are gold, platinum and chromite. 

Osmiridium occurs both within gossan and in the serpentinite wall 

rock. The gossans are typically developed over en echelon veins, 

trending NE and NW, with strike lengths exceeding 1km, and 

widths up to 1m. Osmiridum production in the Heazlewood 

district was dominantly from alluvial workings. 

Nickel Sulphide has been mined at Brassey Hill and is identified at 

several locations including Fentons Knob. Of interest, the 

Heazelwood district has its own named Nickel Sulphide mineral 

species, Heazlewoodite. 

The geological analogy between the Noril’sk and northwest 

Tasmania continental rifts is strong. It is significant that the 

Heazlewood Ultramafic Complex, located virtually at the “triple 

junction”, has historical Nickel Sulphide and PGM workings. 

LEGEND 

PGM location 

Nickel Sulphide location 

Alluvium 

Sediments 

Heazlewood 

Ultramafic 

Complex 

Figure 15. Heazlewood 

Project Tenements 

-37- 



Heazlewood (million) (million) (million) 










Total $0.10 $0.10 $0.20

SECTION 7 

eferences 

R7.11 

ACRA 

BARTLETT, J., MORTIMER, R., 2002, Review of the Nickel Sulphide 

Potential within the Acra-Kalpini Project NewExCo report for Heron 

Resources Limited. 

DAVIES, A.B., COTTON, B.J., 1994, Kurnalpi base metal exploration, 

E28/399, 405, 439, for CRA Exploration Pty Ltd. - Geological Survey of 

Western Australia - WAMEX Item 7271 A41654. 

PATERSON, C., SEYMON, A., 1998, Annual Technical Report E27/76, 

E28/426 Acra Project WA for the Period 1 Jan 1997 to 31 Dec 1997, 

Mining Project Investors Pty Ltd. 

SHEPPY, N.R., 1994, Kalpini Nickel Project, Portion of Binti-Jubilee 

Belt, Kurnalpi SH51-10, Finalising Technical Report E27/76 and 

E28/426, Normandy Exploration Limited. 

SWAGER, C.P., 1995, Geology of the greenstone terranes in the Kurnalpi- 

Edjudina region, southeastern Yilgarn Craton: Western Australia 

Geological Survey, Record 47,31p. 

TALON RESOURCES NL, 1993-1999, Jubilee Gold/Nickel 

Exploration - Jubilee Project P28/871, Talon Resources NL 

PIONEER 

ADAMSON, R.G., 1971, Pioneer Project W29, Newmont Pty Ltd 

COX, R., TYRWHITT, D.S., 1970, Pioneer Nickel Projects, Near Norseman. 

COX, R., 1970, Pioneer Highway J.H., Newmont Pty Ltd. 

COX, R., 1971, Summary Report on the Exploration of the Pioneer 

Claims Near Norseman Western Australia. Newmont Propriety Limited. 

COX, R., 1971, Pioneer Project W29 - Report on Exploration of the BB 

Prospect, Pioneer Highway block of mineral claims, near Norseman, WA. 

Newmont Pty Ltd. 

DOAN, T., 1993, Annual Technical Report for Period 25th May, 1992 

to 24th May, 1993. WMC Corporation Ltd and Oroya Mining & 

Exploration Pty Ltd. 

GRIFFIN, T.J., 1989, Widgiemooltha, Western Australia - 1:250 000 

Geological Series, Geological Survey of Western Australia - Explanatory 

Notes SH 51-14. 

MARSTON, R., 1984, Nickel Mineralisation in Western Australia, 

Geological Survey of Western Australia. 

MASON, M., 1971, Supplementary Report on BB Prospect, Pioneer 

Highway block of mineral claims, near Norseman, W.A. Newmont 

Propriety Limited. 

MASON, M.G, 1971, Pioneer Project W.A - Report on Exploration of 

area South of the HH Prospect (PH Sheets 19,20 and 21) Pioneer Highway 

Block of Mineral Claims near Norseman, Newmont Pty Ltd. 

MASON, M.G., 1971, Pioneer Project W29- Report on Pioneer West 

block of Mineral Claims near Norseman, WA (Area PW 312N to 630N), 

Newmont Pty Ltd. 

MCKAY, K.G., 1971, Newmont Pioneer Prospect, Great Boulder Mines 

Ltd. 

MUSKETT, R., 1992, Pioneer Project E15/181 Annual Report for Year 

Ending April 2002. Newmex Exploration Limited. 

SMEDLEY L, 1998, Annual Report Pioneer Joint Venture E15/347, 

E15/348, E15/349, E15/350, E15/351, E63/399, E63/400, E63/401 For 

the Period 21 April 1998 to 30 June 1999, Resolute Limited. 

STONE, W., 1998. Three Dimentional GIS and Nickel Exploration at 

WMC Kambalda Nickel Operations. The Australian Academy of 

Technological Sciences and Engineering. 

WOODHOUSE, M., 2002, A Review of the Nickel Sulphide Potential 

of E15/573 Pioneer Prospect. Newexco Services Pty Ltd. 

WATTLE DAM, LARKINVILLE 

APPLEYARD, G.R., 1969, Spargoville Area Annual Report to 31st 

December 1968 Selcast Exploration (Pty) Limited. 

BUCHHORN I.J., 1990, Logan Find Prospect Wattle Dam M15/425, 

Twenty Grand P15/1901, Reid Dam North P15/2491, Reid Dam 

P15/2492, Logan Find East P15/2511, Holmans North P15/2636, 

Holmans South P15/2637, Logan Find E15/199, Black Mountain Gold 

NL. 

CROOK, D., 2002, Spargoville Project Appraisal M15/703, M15/395 

Coolgardie Mineral Field. Heron Resources Limited. 

GIBBS, A.D. & TAYLOR, A.P, 1970, Spargoville and Yilmia. Annual 

Report to 31st December 1969 Selcast Exploration (Pty) Limited. 

GRIFFIN, T.J., 1990, Report 32, The Geology of the Granite-Greenstone 

Terraine of the Lake Lefroy and Cowan 1:100,000 sheets, Western 

Australia, Geological Survey of Western Australia Department of Mines 

Western Australia. 

SELCAST EXPLORATION (PTY) LIMITED, 1970, Spargoville 

Yilmia Area Annual Report. 

SELCAST EXPLORATION (PTY) LIMITED, 1971, Spargoville- 

Yilmia Area. Annual Report 1970. Selcast Exploration (Pty) Limited. 

SELCAST EXPLORATION (PTY) LIMITED, 1973, Annual Report 

1972. Period 1st January 1972 to 31st March 1973 Selcast Exploration 

(Pty) Limited. 

SMEDLEY, L., 1998, Annual Report Pioneer Joint Venture (Wattle 

Dam) P15/3335, P15/3336, P15/3337, P15/3338 for the Period 21 April 

1997 to 20 April 1998. Resolute Limited. 

BOOMERANG LAKE 

ALEXANDER, B., 2000, Yerilla Project Due on 19 October 2000. 

Reporting period 20 October 1999 to 20 October 2000. Kookynie 

Resources NL. 

ALEXANDER, B., 2001, E31/432 Annual Report. For the period 31 

March 2000 to 30 March 2001. I11202 A62558. Kookynie Resources NL. 

CARPENTARIA EXPLORATION PTY LTD, 1982, Tassy Well 

Copper-Lead Zinc/Silver Exploration I262, I1699. 

KEHAL, HS., 1996, Annual Report on exploration carried out during 

1995/96 on Exploration Licences. E28/513, 514, 527, 528, 548, 549, 550, 

Scottiwulf Dome JV Western Australia. I11154 A49034. MIM Exploration 

Pty Ltd. 

MARX, M., 1988, Rainbow Well Exploration Licences E31/324-328 for 

the period 7 July 1997 to 6 July 1998. 10949 A56735. Kanowna 

Consolidated Gold Mines NL. 

MELITA MINING NL., 1995, Annual Report Exploration Licence 

E31/158. For the period 20-8-1994 to 19-8-1995. Melita Mining NL. 

MILLER, I., 1999, Annual Report Due 19 October 1999 (E31/158). 

(Northern Project I11035 A59205). Kookynie Resources NL. 

THOMSON, R., 2003, Emu Lake Farmout, ASX Announcement by 

Image Resources Limited. 

SAKALIDIS, G., MAGDATA CONSULTANTS, 1995, Aeromag 

Interpretation of the Scottiwulf Dome and environs I11154 A45632. 

Tulloch Resources NL. (Northern Project I11035 A61312). Kookynie 

Resources NL. 

SMITH, B., 1997, Cockatoo Rocks Project E31/275 (V1 and 2) for the 

period 13 December 1996 to 12 December 1997. I10793 A53724 

Gindalbie Gold NL. 

-38-


MAGGIE HAYS LAKE 

ELLIOTT, S.J., 1996, Technical Report no 2192 Lake Johnston Project 

E63/356 and Third Annual Report for the Year End September 1996, 

Helix Resources. 

DORLING, S., 1998, Annual Report 24 September 1996 to 23 

September 1997 Lake Johnston Project E63/356 Maggie Hayes Tenement. 

Comet Gold NL. 

THORPE L.H., 1998, Technical Report no 2225 Lake Johnston Project 

E63/356 and Annual Report for the Year End September 1998, Helix 

Resources. 

HEAZLEWOOD 

BURRETT C.F, MARTIN E.L., 1989, Geology and Mineral Resources 

of Tasmania - Special Publication No.15, Geological Society of Australia 

Inc. 

CARTHEW S.J., 1989, Heazelwood Prospects North West Tasmania 

EL21/85 Annual Report for the period ending 1.12.89 . 

MAHER, S., 1994, EL36/92 Heazlewood, Tasmania Annual Report for 

the Period ending 5 March, 1994. CRA Exploration Pty Ltd. 

MAHER S., 1995, Final and Third Annual Report for the Period ending 

5 March 1996 EL36/92 Heazlewood, Tasmania, CRA Exploration Pty Ltd 

NYE, P.B., BLAKE F., SCOTT J.B., 1938, Tasmania Department of 

Mines Geological Survey Bulletin No.44 the Geology and Mineral 

Deposits of Tasmania. Tasmania Dept of Mines. 

REID, A. MCINTOSH, 1921, Osmiridium in Tasmania, Geol. Surv. 

Bull. 32, 1921. 

WEBER G.B., MURPHY F.C., 1997, Heazlewood EL23/96 Annual and 

Final Report for the Period ending October 1997, Pasminco Exploration. 

SILVER SWAN NORTHWEST 

AHEIMER, M., 1998, Exploration Licence E27/145 Gindalbie Annual 

Report for the Period 24 January 1997 to 23 January 1998. Mining Project 

Investors Pty Ltd. 

AHEIMER, M., 1998, Annual Technical Report E27/169, P24/3459, 

P24/3461, P24/3471, P24/3472, P24/3476, P24/3477, P24/3478, East 

Scotia Project For the Period 1 Feb 1997 to 31 Jan 1998. Mining Project 

Investors Pty Ltd. 

JONES M., 1997, Gindalbie Project, Airborne Magnetic Data 

Interpretation, Southern Geoscience Consultants. 

SWAGER, C.P., AHMAT, A.L., GRIFFIN, T.J., MCGOLDRICK, P.J., 

WITT, W.J. AND WYCHES, S, 1990, Geology of the Archaean 

Kalgoorlie Terrane, Western Australia - An explanatory note, Geological 

Survey of Western Australia Record 1990/12. 

HIGGINSVILLE 

CAMPBELL, I.H., 1991, The Jimberlana Intrusion - from Mafic- 

Ultramafic Complexes of Western Australia - Sixth International Platinum 

Symposium Guidebook for the Post-symposium Field 

Excursion.(Geological Society Of Australia, WA Division). Eds. Barnes, 

S.J, and Hill, R.E.T: 15-18. 

CHEESEMAN, D.R., 1970, Report on Exploration Programme, Cowan 

West Prospect, Norseman, Western Australia for Barrier Exploration NL - 

Geological Survey of Western Australia - Open File Exploration Report, 

WAMEX Item 1807. 

CROOK, D., 2002, Higginsville Project Appraisal, Coolgardie Mineral 

Field. Heron Resources Limited. 

DUNDAS MINING PTY LTD., 1995, Annual Report for Pioneer Dome 

Project Exploration Licence E63/401. Dundas Mining Pty Ltd. 

KEAYS, R.R, CAMPBELL, I.H., 1981, Precious Metals in the Jimberlana 

Intrusion, Western Australia: Implications for the Genesis of Platiniferous 

Ores in Layered Intrusions - Economic Geology, vol. 76 :1118 -1141. 

TRAVIS, G.A., 1975, Nickel-Copper Sulphide Mineralisation In The 

Jimberlana Intrusion, in Economic Geology Of Australia And Papua New 

Guinea, The Australasian Institute of Mining and Metallurgy Monograph 

5, Ed. C.L. Knight : 75-78. 

WMC CORPORATION LTD, 2001, NBU Project Proposal-Summary. 

(Higginsville) 

WOODHOUSE, M., 2002, Review of Potential Acquisition Tenements in 

Pioneer Area for Heron Resources. NewExCo report for Heron Resources 

Limited. 

GENERAL 

AHMAT, T., GOLE, M., GOLEBY, B., MORRIS, P., SWAGER, C., 

AND WYCHES, S., 1993, Excursion 1: Greenstone terranes and the 

Eastern Goldfields seismic traverse, in Crustal evolution, metallogeny and 

exploration of the Eastern Goldfields Excursion Guidebook edited by P.R. 

Williams and J.A. Haldane: Australian Geological Survey Organisation, 

Record 1993/53. 

GOLE, M., 1997, Geology of Komatiite-Hosted Nickel Sulphide Deposits 

(Course Outline). 

HILL, R.E.T., BARNES, S.J., GOLE, M.J., DOWLING, S.E., 1995, 

The Volcanology of komatiites as deduced from field relationships in the 

Norseman-Wiluna greenstone belt, Western Australia., Lithos, 34 (1995) 

159-188 

HUNTER, W.M., 1993, Report 35. Geology of the Granite-Greenstone 

of the Kalgoorlie and Yilmia 1:100,000 Sheets, Western Australia, 

Geological Survey of Western Australia. Department of Minerals and 

Energy. 

NALDRETT, A.J., 1981, Nickel Sulfide Deposits: Classification, 

Composition, and Genesis, in Skinner, B.J. editor, Economic Geology 

Seventy-Fifth Anniversary Volume, 1981. 

PETERS, W.S., 2003, Proposed Nickel Sulphide Geophysical 

Exploration Approach, Southern Geoscience Consultants Pty Ltd. 

REGISTER OF AUSTRALIAN MINING, 2003-2004 EDITION, 

Resource Information Unit Perth Western Australia. 

TRENCH, A., EVANS, R., BROWN, C., M C INNES, D., 1996, 

Examples of DHEM in nickel sulphide exploration within the Kambalda 

District, Western Australia, Exploration Geophysics 27, 131-140. 

SECTION 7 

-39-

G7.12 

lossary 

SECTION 7 

of Technical Terms 

AEROMAGNETICS A geophysical 

technique utilised from an airborne craft. 

AIRCORE A method of rotary drilling 

whereby rock chips are recovered by air 

flow returning inside the drill rods rather 

than outside, thereby providing usually 

reliable samples. 

ALLUVIUM Unconsolidated detrital 

material deposited by stream or river. 

ALTERATION A change in mineralogical 

composition of a rock commonly brought 

about by reactions with hydrothermal 

solutions or by pressure changes. 

AMPHIBOLITE A metamorphic rock 

composed predominantly of amphibole and 

plagioclase. 

ANOMALOUS A departure from the 

expected norm. In mineral exploration this 

term is generally applied to either 

geochemical or geophysical values higher or 

lower than the norm. 

ANTICLINE Applied to strata which dip 

in opposite directions from a common 

ridge or axis. 

ARCHAEAN The oldest rocks of the 

Earth’s crust - older than 2 400 million 

years. 

AUGER A screw-like boring or drilling 

tool for use in clay or soft sediments. 

BASAL CONTACT The lowest contact 

between the ultramafic flow and the 

underlying rock. 

BASALT A dark, fine-grained extrusive 

igneous rock, composed of feldspar and 

iron and magnesium rich minerals. 

BRECCIA Fragmented rock with angular 

components. 

BRONZITE A member of the clinohypersthene 

rock forming silicates from the 

pyroxene family. 

CAINOZOIC A division of geological 

time from 65 million years ago to present. 

CARBONATE Common mineral type 

consisting of carbonates of calcium, iron, 

and/or magnesium. 

CHALCOPYRITE A copper iron 

sulphide mineral, the most important ore 

of copper. 

CHEMICAL SYMBOLS Au – Gold, Ni 

– Nickel, Cu – Copper, Zn – Zinc, Pt – 

Platinum, Pd – Palladium, Cr – 

Chromium, Fe – Iron, F – Flourine, Ce – 

Cerium, As – Arsenic, U – Uranium, Ba – 

Barium, U3O8 – Uranium Oxide, Ag – 

Silver, REE – Rare earth element, Pb – 

Lead, La – Lanthanum. 

CHERT A hard, extremely fine grained 

sedimentary rock consisting almost entirely 

of interlocking quartz crystals, of which 

flint is a dark variety. 

CLASTIC Term to describe sedimentary 

rocks that consist of fragments of rock or 

other material that have been transported 

from their place of origin. 

COLLUVIUM Loose soil or rock 

fragments accumulated by slow down-slope 

creep or rain-wash, as found at the base of 

slopes or hillsides. 

CONGLOMERATE A rock type 

composed predominantly of rounded 

pebbles, cobbles or boulders deposited by 

the action of water. 

CRATON A part of the Earth’s crust that 

has not been deformed for a prolonged 

period of time. 

CUMULATE An igneous rock formed by 

gravity settling from molten rock. 

DACITE A fine grained, intermediate 

volcanic rock. 

DEUTERIC The term applied to the 

alterations in a body of igneous rock 

produced by the action of vapours and 

volatiles. 

DHTEM down hole transient 

electromagnetic is a geophysical technique 

used down drill holes to detect conductive 

material in the earth. 

DIAMOND DRILLING Method of 

obtaining cylindrical core of rock by 

drilling with a diamond impregnated bit. 

DIFFERENTIATED A separated igneous 

magma into two or more fractions. 

DILATANT Deformation characterised by 

an increase in volume while maintaining 

the overall shape. 

DIP The angle at which rock stratum or 

structure is inclined from the horizontal. 

DOLERITE A medium grained basic 

intrusive rock composed mostly of 

pyroxenes and sodium-calcium feldspar. 

DYKE A tabular intrusion of igneous rock 

that cuts across the planar structure of the 

surrounding rock. 

EM Electromagnetic, a geophysical 

technique used to detect conductive 


EPICLASTIC A rock of consolidated 

fragments of pre-existing rocks. 

FACIES The group of features which 

characterise a rock as having been deposited 

or altered in a specific environment, or 

under similar conditions. 

FAULT A fracture in rocks along which 

rocks on one side have been moved relative 

to the rocks on the other. 

FELSIC Light coloured rock containing 

an abundance of any of the following:- 

feldspars, felspathoids and silica. 

FERRUGINOUS Containing iron. 

FHTEM fixed loop transient 

electromagnetic is a surface geophysical 

technique used to detect conductive 


FOLIATED Parallel orientation of platy 

minerals or mineral banding in rocks. 

FOOTWALL The rocks beneath the 

orebody 

FRACTIONATION The progressive 

crystallisation of successive minerals from a 

magma due to cooling. 

GABBRO A coarse grained intrusive rock, 

which is low in silica and has relatively high 

levels of magnesium minerals. 

GEOCHEMICAL EXPLORATION 

Used in this report to describe a 

prospecting technique which measures the 

content of certain metals in soils and rocks 

and defines anomalies for further testing. 

GEOPHYSICAL EXPLORATION The 

exploration of an area in which physical 

properties (eg. resistivity, gravity, 

conductivity, magnetic properties) unique 

to the rocks in the area are quantitatively 

measured by one or more geophysical 

methods. 

GNEISSIC A texture describing a 

metamorphic rock of coarse grain size 

exhibiting banding. 

GOSSAN The oxidised, near surface part 

of underlying primary sulphide minerals. 

GRADE g/t - grams per tonne, ppb – 

parts per billion, ppm – parts per million. 

GRANITE A medium to coarse-grained 

felsic intrusive rock which contains 10- 

50% quartz. 

GRANODIORITE A coarse grained 

igneous rock containing quartz, plagioclase 

(sodium - calcium feldspar) and potassium 

feldspar, with biotite, hornblende or 

pyroxene. 

GREENSCHIST FACIES A classification 

of the metamorphic grade of a rock, 

diagnostically defined by the metamorphic 

formation of chlorite at generally lower 

pressures and temperatures. 

GREENSTONE A collective term for 

mafic igneous rocks. 

HYDROTHERMAL A term applied to 

magmatic emanations rich in water and to 

the alteration products and mineral 

deposits produced by them. 

HYPERSTHENE A member of the 

pyroxene group found in basic and 

ultrabasic rocks low in calcium. 

INTERCUMULUS The material found 

between the cumulate or crystals, typically 

very fine grained. 

-40-

INTERMEDIATE A rock unit that contains a 

mix of felsic and mafic minerals. 

INTRUSION/INTRUSIVES A body of igneous 

rock that invades older rocks. 

IMMISCIBLE Two liquids are said to be 

immiscible when they separate following mixing. 

IP Induced Polarisation, a geophysical technique 

used to identify sulphide deposits. 

JASPILITE A banded, ferruginous, siliceous 

rock. 

JORC Joint Ore Reserves Committee of the 

Australasian Institute of Mining and Metallurgy, 

Australian Institute of Geoscientists and 

Australian Mining Industry Council responsible 

for the Australasian Code for reporting of 

Identified Mineral Resources and Ore Reserves. 

KOMATIITE An ultramafic rock with high 

magnesium content extruded from a volcano. 

LINEAMENT A linear feature of regional 

extent, generally recognisable in the topography; 

commonly detected by satellite imagery. 

LITHOLOGY A term pertaining to the general 

characteristics of rocks. It generally relates to 

descriptions based on hand sized specimens and 

outcrops rather than microscopic or chemical 

features. 

LODE DEPOSIT A vein or other tabular 

mineral deposit with distinct boundaries. 

MAFIC (COMPOSITION) Igneous rocks 

composed dominantly of iron and magnesium 

minerals. 

MAGMATIC Related to bodies of molten rock 

within the earth. 

MALACHITE A copper carbonate mineral 

found in oxidised zone of copper deposits. 

METAMORPHISM (METAMORPHIC 

ROCKS) The process by which changes are 

brought about in earth’s crust by the agencies of 

heat, pressure and chemically active fluids. 

METASEDIMENT Metamorphosed 

sedimentary rock. 

MESOCUMULATE Rock with cumulus crystals 

exhibiting extensive mutual point boundaries, a 

textural variation of a komatiite, typically 

prospective for nickel mineralisation. 

MIGMATITE A composite rock of igneous and 

metamorphic material. 

MLTEM moving loop transient electromagnetic 

is a surface geophysical technique used to detect 

conductive material in the earth. 

MULLOCK Waste rock. 

OLIVINE A magnesium rich silicate mineral, 

often occurring in rocks prospective for nickel. 

ORTHOCUMULATE A textural variation of a 

komatiite with a high proportion of crystallised 

trapped intercumulus. 

PEGMATITE A very coarse grained intrusive 

felsic igneous rock. 

PERCUSSION DRILLING Method of drilling 

where rock is broken by the hammering action of 

a bit and the cuttings are carried to the surface by 

pressurised air returning outside the drill pipe. 

PERIDOTITE An intrusive ultramafic igneous 

rock, dominantly containing olivine and lacking 

feldspar. 

PERMIAN The last geological time period of the 

Palaeozoic Era, 280 to 220 million years ago. 

PGM Platinum Group Metals including Pt and 

Pd. 

PLAGIOCLASE A series of sodium-calcium 

feldspars. 

PLAYA A shallow intermittent lake in an arid or 

semi arid region. 

PHYLLITE A metamorphic shale-like rock. 

PORPHYRY A felsic or subvolcanic rock with 

larger crystals set in a fine groundmass. 

PRIMARY Un-oxidised. 

PROTEROZOIC The Precambrian era after 

Archaean. 

PYRITE A common pale bronze iron sulphide 

mineral. 

PYROXENITE A coarse grained mafic igneous 

intrusive rock dominated by the mineral 

pyroxene. 

PYRRHOTITE An iron sulphide mineral FeS. 

QUARTZ Mineral species composed of 

crystalline silica. 

QUATERNARY The younger of two geologic 

periods in the Cenozoic era. 

RADIOMETRICS Geophysical technique 

measuring emission from radioactive isotopes. 

REGOLITH A layer of fragmented and 

unconsolidated material which overlies or covers 

basement. 

REVERSE CIRCULATION (RC) DRILLING 

A method of drilling whereby rock chips are 

recovered by air flow returning inside the drill 

rods rather than outside, thereby providing 

usually reliable samples. 

RHYOLITE A fine grained felsic volcanic rock 

or volcanic equivalent of granite. 

ROCK CHIP SAMPLE A series of rock chips or 

fragments taken at regular intervals across a rock 

exposure. 

ROTARY AIR BLAST (RAB) DRILLING 

Method of drilling in which the cuttings from 

the bit are carried to the surface by pressurised air 

returning outside the drill pipe. Most "RAB" 

drills are very mobile and designed for shallow, 

low-cost drilling of relatively soft rocks. 

SAPROCK A term to describe partially 

weathered regolith with remnant textures present. 

SERPENTINIZED Hydrothermally altered 

magnesium rich rock dominated by serpentine 

minerals. 

SCHIST Fine grained micaceous metamorphic 

rock with laminated fabric. 

SEDIMENTARY ROCK Rocks formed by 

deposition of particles carried by air, water or ice. 

SHALE Fine-grained sedimentary rock with well 

defined bedding planes. 

SHEAR ZONE A generally linear zone of stress 

along which deformation has occurred by 

translation of one part of a rock body relative to 

another part. 

SILICIFIED Alteration of a rock by 

introduction of silica. 

SILL A tabular intrusion that parallels the planar 

structure of the surrounding rock. 

STOCKWORK A network of veins. 

STRATIGRAPHY The study of formation, 

composition and correlation of sedimentary 

rocks. 

STRIKE The direction of bearing of a bed or 

layer of rock in the horizontal plane. 

SULPHIDES Minerals consisting of a chemical 

combination of sulphur with a metal. 

SUPRACRUSTAL Rocks that overlie the 

basement, at the surface of the earth. 

SYNCLINE A fold in rocks in which strata dip 

inward from both sides towards the axis. 

TERTIARY Subdivision of geological time 

covering the period from 65 to 1.6 million years 

ago. 

THRUST FAULT A low angle fault where the 

hanging wall has moved up with respect to the 

footwall. 

TUFF A rock formed of compacted volcanic 

fragments. 

ULTRAMAFIC An igneous rock comprised 

chiefly of mafic minerals. 

VMS Massive sulphide deposit of volcanic origin. 

VOLCANICS Collective term for extrusive 

igneous rocks. 

VOLCANICLASTIC Sediments comprising rock 

fragments derived by explosion or eruption from 

a volcanic vent. 

NOTE: Directions have been abbreviated in 

places such that south becomes S; north becomes 

N; west becomes W; east becomes E; and these 

abbreviations are used together eg NNW is 

north-northwest. 

-41-

SECTION 8 

8 

ndependent Geologist’s Report 

SECTION 8 

I17 October 2003 

The Directors 

Pioneer Nickel Ltd 

21 Close Way 


Dear Sirs, 

INDEPENDENT TECHNICAL REVIEW OF THE MINERAL 

ASSETS OF PIONEER NICKEL LIMITED 

At your request (letter dated 2 September 2003) Snowden Corporate 

Services Pty Ltd (Snowden) was engaged to review your Geologist’s Report 

which is included in Section 7 of this Prospectus. It is Snowden’s 

understanding that the purpose of this Prospectus is to offer for subscription 

22.5 million shares at an issue price of $0.20 per share to raise a total of $4.5 

million (with a minimum subscription of $2.7 million), before costs of the 

issue, to fund the future assessment of Pioneer Nickel Limited’s (Pioneer) 

mineral exploration projects. 

The objective of this review is to confirm the veracity of the available 

information, the reasonableness of the views expressed in Pioneer’s 

Geologist’s Report in the context of the available information, to consider 

the appropriateness of the proposed exploration budget and to express an 

opinion on Pioneer’s exploration strategy. 

For the purpose of this review, Snowden has undertaken a desktop 

assessment of much of the technical information that was relied upon by the 

author of the Geologist’s Report. The review, which also included 

discussions with key company personnel and consultants, was carried out 

during the period 5-7 September 2003 at Pioneer’s Kalgoorlie office and also 

at the Perth office of Pioneer’s exploration consultants, Newexco Pty Ltd. 

Documentation provided for each of the project areas included internal 

reports by Pioneer and Newexco, reports by previous tenement holders, 

published technical documents and various company reports. Based on 

advice received from Pioneer, that there is limited geological exposure on 

which to form an opinion over and above that presented in the available 

technical information, no site visits were carried out to any of the company’s 

project areas. 

Snowden has satisfied itself and Pioneer has warranted that all material 

information in the possession of Pioneer and its consultants has been fully 

disclosed to Snowden. A draft version of this report was provided to the 

directors of Pioneer for comment in respect of omission and factual 

accuracy. 

The current ownership status and legal standing of the tenements contained 

within each of Pioneer’s project areas is dealt with in a separate Solicitor’s 

Report in Section 9 of this Prospectus. Snowden has not independently 

verified ownership and the current standing of the tenements and is not 

qualified to make legal representations in this regard. Rather we have relied 

upon information provided by Pioneer and have prepared this review on the 

understanding that all their tenements are currently in good standing and 

that there is no cause to doubt the eventual granting of any tenement 

applications. 

Snowden has not attempted to establish the legal status of the tenements 

within each project with respect to Native Title or potential environmental 

and access restrictions. Again this matter is dealt with in the Solicitor’s 

Report in this Prospectus. 

Snowden Corporate Services Pty Ltd is a wholly owned subsidiary of 

Snowden Mining Industry Consultants Pty Ltd, an independent firm 

providing specialist mining industry consultancy services in the fields of 

geology, exploration, resource estimation, mining engineering, geotechnical 

engineering, risk assessment, mining information technology and corporate 

services. 

-42- 

87 Colin Street, West Perth, WA 6005 

PO Box 77, West Perth, WA 6872 

Tel: (61 8) 9481 6690 

Fax: (61 8) 9322 2576 

E-mail: snowden@snowden.com.au 

www.snowdengroup.com 

PERTH, KALGOORLIE, BRISBANE, VANCOUVER, JOHANNESBURG 

The company, which operates from offices in Perth, Kalgoorlie, Brisbane, 

Johannesburg and Vancouver, has prepared independent expert’s reports and 

mineral asset valuations on a variety of mineral commodities in many 

countries. 

This report has been prepared by Mr Philip Retter (Manager Corporate 

Services) and reviewed by Dr Philip Snowden (Principal Consultant and 

Managing Director) of Snowden’s Perth office in accordance with the 

Australasian Institute of Mining and Metallurgy’s (AusIMM) Code and 

Guidelines for Assessment and Valuation of Mineral Assets and Mineral 

Securities for Independent Experts Reports (the VALMIN Code) and Code 

for Reporting of Mineral Resources and Ore Reserves (the JORC Code). 

Neither Snowden nor those involved in the preparation of this report have 

any material interest in Pioneer or in the mineral properties considered in 

this review. Snowden is remunerated for this review by way of a professional 

fee determined according to a standard schedule of rates which is not 

contingent on the outcome of this review. 

Snowden has given and has not before lodgement of the Prospectus with the 

Australian Securities and Investment Commission withdrawn its written 

consent to being named as author of this review and to the inclusion of this 

in the Prospectus by Pioneer. 


Pioneer’s principal focus is on the exploration for nickel sulphide deposits in 

the Goldfields Region of Western Australia. The company has accumulated 

extensive tenement holdings over greenstone belts that either host or have 

the potential to host nickel sulphide deposits. 

Pioneer’s exploration properties can be categorised as either early stage or 

advanced stage exploration projects. No significant mineral resources have 

so far been delineated on any of the projects. 

Advanced stage exploration projects: 

• Acra Project 

• Pioneer Project 

Early stage exploration projects: 

• Higginsville Project 

• Wattle Dam Project 

• Larkinville Joint Venture Project 

• Silver Swan Northwest Project 

• Boomerang Lake Project 

• Heazlewood Project in Tasmania 

In addition to these projects, Pioneer maintains a non-contributing interest 

in the Maggie Hays Lake joint venture with LionOre Australia (Nickel) Pty 

Ltd that is located to the immediate southeast of the Emily Ann and Maggie 

Hays nickel mining operation. 

8.2 Pioneer’s Exploration & Corporate Objectives 

Pioneer has developed its exploration and corporate objectives within a 

distinct commercial framework which Snowden has assessed to be as 

follows: 

• Specialist nickel sulphide explorer. Pioneer has established itself as a 

specialist nickel sulphide explorer with particular emphasis placed on 

the Goldfields Region of WA which has been Australia’s foremost 

producer of nickel. The company intends to target high-grade, 

Kambalda-style komatiite-hosted massive nickel sulphide deposits 

which can be rapidly developed and treated through existing processing 

facilities;


• Focus on under-explored areas. Pioneer has already accumulated an 

extensive tenement holding in two established nickel provinces in the 

Goldfields Region of WA and aims to consolidate tenement holdings 

in other prospective provinces that remain relatively under-explored 

and reassess them using innovative and cost effective geophysical and 

geochemical techniques; 

• Effective property and project acquisition system. Pioneer intends 

to monitor the market for project acquisition opportunities and utilise 

a land acquisition system similar to that employed by Heron Resources 

Limited (Heron) which is widely recognised in the industry to be one 

of the most efficient in operation; 

• Joint venture opportunities. Pioneer intends to directly fund its key 

nickel projects and seek joint venture partners to assist in the funding 

of its non-core assets; and 

• Experienced team. Pioneer intends to operate with a small exploration 

team experienced in nickel sulphide exploration and, where required, 

utilise the services of specialist consultants. 

Pioneer’s ultimate success will rely substantially on the skills of its 

exploration team and an effective ground acquisition system. In Snowden’s 

opinion, Pioneer has the key elements in place to achieve its objective of 

discovering and developing nickel sulphide deposits. 

8.3 Acra Project 

Pioneer’s Acra project comprises an extensive tenement holding located 

some 60 km NE of Kalgoorlie over a NW-trending greenstone belt that 

hosts several sequences of komatiitic volcanic rocks. The project as it 

currently stands comprises one granted exploration licence (EL), two EL 

applications, one granted prospecting licence (PL) and one PL application. 

The 100%-owned tenements are subject to certain rights by Heron on any 

nickel laterite ore defined. 

This greenstone belt hosts two nickel mineralisation occurrences within 

komatiitic flow units that were discovered during the ‘nickel boom’ period 

of the late 1960’s to early 1970’s. The most advanced of these is the Acra 

prospect located in the far south of the project area within the granted EL. 

The Acra prospect was discovered in late 1960’s by Jones Mining who 

subsequently entered into a joint venture with CRA Exploration. Drilling 

had encountered a narrow interval of high-grade massive nickel sulphide 

mineralisation on the basal contact of an overturned NW-trending sequence 

of komatiitic flows in the NW and broad zones of disseminated nickel 

sulphide mineralisation above the basal contact in the SE of the 1 km long 

prospect. 

During the mid to late 1990’s, MPI Mines and Outokumpu Exploration 

Ventures reassessed the SE portion of the prospect. Their drilling 

encountered further broad zones of low-grade disseminated nickel 

mineralisation along a 200 m zone. Surface EM geophysical surveys 

confirmed the presence of conductive horizons associated with the basal 

contact zone although the presence of conductive overburden was noted. A 

down-hole EM survey had, however, detected a number of anomalies 

including a strong off-hole conductor in the vicinity of one of MPI’s drill 

holes which was considered consistent with the presence of massive 

sulphides. A further less intense off-hole conductor was defined in another 

drill hole to the SE in the vicinity of a strong surface EM anomaly. 

Significantly, MPI and Outokumpu confirmed the presence of channel 

facies orthocumulates along the basal contact of the komatiitic flow 

sequence, however, they noted the complex internal stratigraphy of the 

variably altered ultramafic sequence due to faulting and layer parallel 

shearing. It is noteworthy that several low-grade gold drill hole intersections 

were also reported associated with the felsic volcaniclastic and sedimentary 

rocks along the NE contact of the ultramafic sequence. A broad gold 

anomaly (~1,100 m long) was also outlined along its faulted SW contact. 

Snowden has concluded the following from its assessment of the exploration 

data that: 

• the nature and degree of preservation of the basal contact zone of the 

lower komatiitic flow unit is presently poorly understood; 

• there is an insufficient density of drilling to confirm the potential for 

channels of high-grade massive sulphide nickel mineralisation 

associated with the basal contact zone; 

• the presence of strong off-hole EM conductors suggests that potential 

exists for massive sulphide mineralisation above the basal contact zone; 

• no down-hole EM surveys have been carried out to assess the 

significance of the massive sulphide intersection in the NW of the 

prospect; and 

• the SE extension of the basal contact zone has yet to be evaluated in detail. 

The Jubilee prospect is located in a small granted PL approximately 2.5 km 

to the NW of Acra along the same ultramafic belt. In the early 1970’s, two 

small nickel-rich gossans were discovered associated with the basal contact 

zone of the ultramafic sequence adjacent to the historic Jubilee Gift South 

gold workings. The results from 34 holes drilled by CRA Exploration failed 

to confirm the presence of any significant nickel sulphide mineralisation at 

depth. More recent exploration work completed over this prospect only 

assessed its gold potential. Snowden is not aware of any EM surveys over this 

zone. 

From Snowden’s assessment of the historical exploration data, there appears 

to have been little in the way of meaningful systematic exploration for nickel 

sulphide mineralisation along this prospective ultramafic belt within 

Pioneer’s project area outside of the two main prospect areas. 

Pioneer’s proposed exploration program will initially involve the 

compilation and interpretation of the available geophysical, geochemical 

and geological data followed by an extensive surface EM geophysical survey 

over the Acra and Jubilee prospects. RC and diamond drilling is proposed to 

test the two off-hole EM conductors and massive nickel sulphide 

intersection previously defined at Acra. Drill testing of other anomalies 

outlined from Pioneer’s EM survey will also be carried out. Reconnaissance 

RAB and aircore drilling is proposed over other prospective regional targets. 

Based on its review of the available technical data, Snowden has concluded 

that the Acra project remains highly prospective for high-grade massive 

nickel sulphide mineralisation. Snowden considers that the project is worthy 

of further exploration to the extent being proposed by Pioneer and that the 

work program proposed is warranted. 

8.4 Pioneer Project 

The Pioneer project comprises one granted EL and one EL application 

located over ultramafic rocks on the eastern margin of the Pioneer Dome 

which are considered by Snowden to be highly prospective for nickel 

sulphide deposits. The project is in a geological setting similar to that 

hosting the Miitel, Mariners and Redross nickel sulphide deposits along the 

eastern margin of the Widgiemooltha Dome to the immediate north of the 

Pioneer Dome. Pioneer has a 100% interest in these tenements which are 

subject to a first right to negotiate an off-take agreement with WMC 

Resources Ltd for any nickel ore produced. 

Pioneer’s southern EL application covers two small nickel-copper sulphide 

deposits (the JH and BB deposits) that were discovered by Newmont Pty 

Ltd during the ‘nickel boom’ period of the late 1960’s to early 1970’s. The 

nickel mineralisation is associated with a series of discontinuous to lenticular 

ultramafic flows (collectively referred to as the western komatiites). 

Significantly, the identified deposits are located at or close to the basal 

contact of the more continuous main komatiitic flow sequence suggesting 

that the mineralisation is similar in style to the channel facies deposits found 

at Kambalda and Widgiemooltha. 

The two sulphide lenses that make up the northern JH deposit are associated 

with a minor embayment on the basal contact of the host komatiite unit, are 

disrupted by shearing, faulting and pegmatite intrusions, and taper out at a 

vertical depth of around 110 m. The BB deposit, located approximately 1.5 

km to the south of JH, is positioned 15 m above the basal contact. The 

deposit was drilled to a vertical depth of 60 m and remains open at depth. 

Both nickel deposits are small and of moderate grade (~1% Ni and 0.1% 

Cu). Newmont also documented the presence of very thin lenses of nickel 

sulphide mineralisation associated with the western komatiites at several 

other localities within the project area. 

A limited program of shallow percussion drilling (7 holes for 701 m) at the 

JH and BB prospects by WMC Resources between 1992 and 1993 was 

unsuccessful in locating any additional +1% nickel mineralisation. WMC 

had, however, reported the presence of disseminated nickel sulphide 

mineralisation from two programs of percussion drilling completed between 

1995 and 1997 along the main unit of the western komatiite sequence 

extending to the north of the JH and BB deposits in Pioneer’s northern EL. 

A strong off-hole EM conductor was also located beneath the basal contact 

of this unit in the south of the EL that remains untested. This conductor 

could be related to the discontinuous basal flow unit of the western 

komatiites. 

SECTION 8 

-43-

SECTION 8 

Two further unexposed, N-trending ultramafic horizons with the potential 

to host nickel sulphide deposits have been interpreted from aeromagnetic 

data to occur within the project area (referred to as the central and eastern 

komatiites). The eastern komatiite sequence, of which approximately 1 km 

is contained within Pioneer’s northern EL, can be correlated with the same 

ultramafic horizon that hosts the Redross, Mariners and Miitel nickel 

deposits to the north of Pioneers project area. There is no record of any 

previous nickel exploration work completed over these interpreted 

komatiitic sequences. 

Pioneer has undertaken a limited program of soil geochemistry to verify the 

presence of these interpreted ultramafic units within its northern EL. The 

results from the sampling program over the northern portion of the central 

komatiite unit were encouraging, however, the results along this unit to the 

south and over the eastern komatiite sequence were inconclusive. 

As far as Snowden is aware, the Pioneer project tenements have not been 

subject to any further exploration for nickel sulphide mineralisation 

although they have been the subject of several phases of gold exploration. 

Pioneer’s proposed exploration program over its Pioneer project tenements 

will initially involve the compilation and interpretation of the available 

geophysical, geochemical and geological data in conjunction with a program 

of geological mapping, geochemistry and reconnaissance drilling to better 

define the prospective ultramafic stratigraphy and potential massive 

sulphide targets. An extensive surface EM geophysical survey will then be 

carried out followed by a program of RC and diamond drilling and downhole 

EM surveying to assess the priority targets. 

Based on its review of the available technical data, the significant geological 

setting of the project and the occurrence of nickel sulphide mineralisation at 

two localities, Snowden has concluded that the Pioneer project area has 

demonstrated potential to host massive sulphide nickel deposits similar in 

style to those being exploited further north in the Kambalda and 

Widgiemooltha Domes. Furthermore, Snowden considers that the 

prospective western komatiite sequence warrants reassessment using modern 

EM geophysical surveying techniques which can efficiently determine 

whether further zones of massive nickel sulphide mineralisation might exist. 

Snowden is therefore of the opinion that the project is of high merit, worthy 

of exploration to the extent being proposed by Pioneer and that the work 

program proposed is justified. 

8.5 Higginsville Project 

Pioneer’s Higginsville project comprises five tenement groupings; 2 EL 

applications located along the western margin of the Pioneer Dome (Pioneer 

Dome West tenements), 1 EL application located to the south of the Pioneer 

Dome (Pioneer South tenement), 1 EL application located to the east of the 

Pioneer project over Lake Cowan, 1 EL application located to the west of 

Mincor’s Wannaway nickel deposit and 1 EL application located adjacent to 

the former townsite of Widgiemooltha. 

Little is presently known of the geology underlying Lake Cowan while the 

prospective ultramafic horizons within the Wannaway and Widgiemooltha 

blocks are substantially excised by third-party tenement holdings. 

Pioneer Dome West Tenements 

The Pioneer Dome West tenements cover sections of an ultramafic 

sequence along the western margin of the Pioneer Dome which are 

interpreted by Pioneer to be analogous with the prospective western 

komatiite sequence exposed on the eastern margin of the dome. 

Previous exploration work by Newmont confirmed the presence of thin 

discontinuous ultramafic flow units and identified one gossan but failed 

to locate any evidence of nickel sulphide mineralisation. 

The tenement area was the subject of an extensive gold exploration 

program by Resolute Mining Ltd in joint venture with Spinifex Gold 

Ltd during the late 1990’s owing to its proximity to the Chalice gold 

deposit. Some sampling for nickel and associated elements was carried 

by Resolute out as part of its gold exploration program. Following 

Resolute’s withdrawal, follow-up soil sampling along the western 

margin of the Pioneer Dome outlined a coincident Ni-Cu and Pd-Pt 

anomaly extending over 1.8 km at what is currently referred to as the 

Spinifex prospect. 

Patchy Ni-Cu and Pd-Pt soil anomalies were also defined in the south 

of the tenement area at the 400 prospect in a similar geological setting. 

Spinifex completed no further work and ownership of the project was 

transferred to Pioneer. 

Pioneer South Tenement 

The Pioneer south tenement covers a portion of the NNE-trending 

layered Mount Thirsty sill over which a coherent Ni-Cu soil anomaly 

was outlined by Spinifex extending for several kilometres over a western 

and central ultramafic unit. It is unclear from the available literature 

whether the western ultramafic unit relates to the base of the 

differentiated sill or a separate komatiite unit adjacent to the sill. 

It is noteworthy that a drill hole completed by Barrier Exploration NL 

in the late 1960’s to early 1970’s into the western contact zone of the 

central ultramafic unit is reported to have encountered significant gold 

mineralisation associated with a ‘siliceous sulphide zone’. Further details 

of this intersection are provided in the Geologist’s Report. 

Pioneer’s proposed exploration program over its Higginsville project 

tenements will initially involve the compilation and interpretation of all 

available geophysical, geochemical and geological data followed by a 

program of infill and verification geochemical sampling. A limited program 

of RC drill testing and down-hole EM geophysical surveys is proposed to 

assess the principal anomalies outlined. 

Snowden has concluded from its review of the available technical data that 

the Higginsville project currently represents an early stage exploration 

project that covers ultramafic units that could conceivably be the 

stratigraphic equivalent of the prospective western komatiitic sequence 

exposed on the eastern margin of the Pioneer Dome. Snowden is therefore 

satisfied that Pioneer’s work program is justified to the extent being 

proposed. 

8.6 Wattle Dam Project 

Pioneer’s Wattle Dam project, in which the company retains the nickel 

rights, comprises 1 granted EL, 5 granted PL’s pending conversion to ML, 1 

PL application and 1 ML application. The tenements cover a NW to N- 

trending tract of ultramafic rocks that extend to the north of Titan 

Resources’ Widgiemooltha North nickel project. Excised from the Wattle 

Dam project tenements are several nickel sulphide deposits that were 

discovered by Selcast Exploration in the late 1960’s. Selcast Exploration and 

BP Minerals Australia exploited the Spargoville 5D deposit and developed a 

decline into the Spargoville 5B deposit during the 1970’s. Amalg Resources 

NL developed both the Spargoville 1A and Spargoville 5B deposits during 

the 1990’s. These massive sulphide deposits are associated with the basal 

contact of komatiitic flow units and are generally characterised by a high 

arsenic content. 

It is Snowden’s understanding that Selcast Exploration extensively explored 

this structurally complex greenstone belt underlying Pioneer’s property 

during the late 1960’s to early 1970’s, but exploration activities had ceased 

on the commencement of development of the 5D deposit in the mid 1970’s. 

Pioneer is in possession of limited information regarding Selcast’s 

exploration activities outside of their main nickel resource projects. 

Following BP’s withdrawal from its Spargoville project in the late 1980’s, the 

greenstone belt was the subject of several phases of gold exploration. The 

only evidence for any further nickel exploration work was by Resolute 

Mining Ltd in joint venture with Spinifex Gold Ltd during the mid to late 

1990’s where soil sampling had outlined highly anomalous Ni and Cu 

responses associated with the komatiitic units. Wide zones of highly 

anomalous nickel mineralisation were also reported from limited RAB 

drilling within ultramafic rocks in the far south of the project area. This 

location corresponds with the 7800N gold prospect which is pending 

evaluation by Ramelius Resources on grant of the ML application. 

Pioneer’s assessment of the Wattle Dam project area will initially focus on 

the compilation and interpretation of all available geophysical, geochemical 

and geological data. Follow-up infill and verification geochemical sampling 

and surface EM geophysical surveys are proposed over the main ultramafic 

horizons. A limited program of RC drill testing and down-hole EM 

geophysical surveying will assess the priority targets outlined from this 

program. 


the Wattle Dam project is located along a prospective belt of komatiitic 

volcanic rocks which hosts several significant massive sulphide nickel 

deposits. Snowden recognises the possibility that a significant amount of 

historical exploration data does exist over the project area and that several 

worthy exploration targets may have already been defined. Acquisition of 

the historical exploration data will be of foremost importance in terms of 

formulating Pioneer’s exploration strategy for this project. Snowden is 

therefore of the opinion that the work program proposed by Pioneer is 

justified to the extent of the information currently available. 

-44-


8.7 Larkinville Project 

Pioneer’s Larkinville project covers a narrow sub-parallel greenstone belt to 

the immediate west of the Wattle Dam project in which the company has a 

100% interest in the nickel rights. The project area consists of 4 EL 

applications, 3 granted PL’s and 6 PL applications. Pioneer considers that 

the project area covers prospective komatiitic stratigraphy although there are 

no documented nickel sulphide occurrences along this belt. Little is 

presently known about the level of historical exploration activity for nickel 

sulphide mineralisation along this belt, which has mainly been the focus of 

gold exploration in recent decades. 

Pioneer has proposed a modest exploration program over the project 

tenements that will involve the compilation and interpretation of all 

available geophysical, geochemical and geological data followed by a 

program of infill and verification geochemical sampling. Surface EM 

geophysical surveys and reconnaissance drilling will then be utilised to assess 

the nickel sulphide potential of the priority targets identified. 


the Larkinville project area has conceptual potential for nickel sulphide 

mineralisation given its favourable geological setting but currently represents 

an early stage exploration project. In this context, Snowden is of the opinion 

that the work program proposed is appropriate. 

8.8 Boomerang Lake Project 

Pioneer’s 100%-owned Boomerang Lake Project comprises one granted EL 

and three EL applications that cover a narrow NNW-trending greenstone 

belt that extends northwards from the Acra project to Kookynie, south of 

Leonora. 

This project currently represents an extensive holding over a greenstone belt 

interpreted from the aeromagnetic data to contain the prospective 

ultramafic horizons. It is Pioneer’s intention to compile and interpret all of 

the available information from previous exploration activities along this belt, 

carry out limited geochemical and geophysical surveys and then offer the 

project for joint venture. Snowden is of the opinion that the modest work 

program proposed is justified. 

8.9 Silver Swan Northwest Project 

The Silver Swan Northwest project, in which Pioneer has acquired the 

nickel rights, comprises an extensive tenement holding (2 EL’s, 6 EL 

applications of which 2 are subject to competing applications and 3 ML 

applications) located to the immediate northwest of MPI Mines and OM 

Group’s significant Black Swan and Silver Swan nickel deposits. 

The komatiitic sequences contained within Pioneer’s project area were 

previously the focus of nickel exploration activities during the late 1960’s to 

early 1970’s by several companies owing to their proximity to the previously 

exploited Scotia and Carr Boyd nickel mines. More recently, Heron 

Resources and MPI Mines have assessed the project’s nickel potential. 

There are no recorded nickel sulphide occurrences within the project 

tenements, however, they enclose a small nickel sulphide resource and 

several nickel sulphide occurrences within Western Areas’ Mount Jewell 

(Scotia East) project. 

The occurrence of significant nickel sulphide deposits associated with 

komatiitic flow units in close proximity to Pioneer’s project tenements 

provides sufficient justification for a re-evaluation of the nickel sulphide 

potential. Snowden has been advised by Pioneer that a large amount of 

historical exploration data has been generated over this project area and that 

it is the company’s priority to compile and interpreted this information prior 

to the commencement of any field exploration programs. Should any targets 

of merit be outlined from the data compilation, it is then proposed to carry 

out a limited program of surface and drill hole geochemical sampling 

followed by RC drill testing. 


the Silver Swan Northwest project area has geological merit for hosting 

nickel sulphide mineralisation given its favourable location. Snowden is 

therefore of the opinion that the modest work program being proposed by 

Pioneer is justified. 

8.10 Maggie Hays Lake Joint Venture 

Pioneer’s Maggie Hays Lake joint venture, in which LionOre Australia 

(Nickel) has the right to earn a 70% interest, comprises a single granted EL 

located to the immediate southeast of LionOre’s Maggie Hays nickel mine. 

The aeromagnetic data indicates that the northern portion of the EL covers 

the southern extension of the ultramafic unit that hosts the Maggie Hays 

nickel deposit and the central part of the EL is substantially intruded by 

granite, although it is possible that the prospective ultramafic horizon is 

present in the south of the EL. 

The area presently covered by Pioneer’s EL has been the subject of several 

phases of exploration for both nickel and gold since the late 1960’s. More 

recent exploration work by Helix Resources in joint venture with Comet 

Gold evaluated the greenstone sequence contained in the north of Pioneer’s 

EL. RAB drilling had encountered wide intervals of anomalous nickel, 

copper and PGM mineralisation in weathered ultramafic rocks (refer to 

Geologist’s Report in Section 7). A surface EM survey completed over 600 

m of the ultramafic contact zone failed to outline any ‘high quality’ shallow 

bedrock conductors of the type normally associated with massive nickel 

sulphides, however, a poorly defined conductor was outlined in the south of 

the survey area indicating the presence of a possible deep bedrock conductor. 

Pioneer has no initial commitment nor has any expenditure been proposed 

over its Maggie Hays South joint venture as the company’s interest is carried 

for the first $200,000 of expenditure. Pioneer’s future participation in the 

exploration of the project will be dependent on the outcome of the initial 

work program proposed by LionOre. 

8.11 Heazlewood Project 

Pioneer’s Heazlewood Project in NW Tasmania comprises a single EL 

application that covers a layered ultramafic-mafic complex of Cambrian age 

within the economically significant Dundas Trough which hosts most of 

Tasmania’s major polymetallic massive sulphide orebodies. The complex lies 

to the immediate east of the Arthur Lineament that marks the boundary 

between the Cambrian aged Mt Read Volcanic Belt of the Dundas Trough 

and Precambrian basement rocks to the west. 

Two nickel sulphide occurrences have been recorded on the western side of 

the complex associated with a layered pyroxenite-dunite succession. The 

nickel mineralisation at the Lord Brassey mine workings is described as shear 

related within serpentinized ultramafic rocks and at Fenton’s Knob, it is 

associated with a crackle brecciated, serpentinized dunite. Significant 

deposits of alluvial and eluvial osmiridium (a naturally occurring platinum 

group alloy of osmium, iridium and ruthenium) were previously exploited 

along nearby creeks. Approximately 250 oz of primary osmiridium was 

recovered from the Caudry mine workings. 

The most recent exploration work carried out within the EL area for nickel 

was by CRA Exploration during the mid-1990’s who evaluated the potential 

of the complex for near surface, bulk tonnage resources of low-grade nickel 

sulphide mineralisation. The results from rock chip sampling in the Fenton’s 

Knob area had downgraded the potential of the prospect for this style of 

mineralisation. Between 1985 and 1989, Metals Exploration explored the 

complex primarily for PGM lode deposits. No significant PGM or nickel 

results were reported from the drilling completed at the Fenton’s Knob, Lord 

Brassey and Caudry prospects. 

Snowden is not aware of any other meaningful exploration work completed 

for nickel sulphide or PGM mineralisation within the complex. 

Pioneer’s assessment of the project area will focus on the compilation and 

interpretation of all available geophysical, geochemical and geological data 

prior to the commencement of field activities. The PGM and nickel 

sulphide potential of the ultramafic complex will initially be evaluated by 

mapping and detailed geophysical surveys. Drilling and down-hole 

geophysical surveys will then be carried out over the main target areas 

identified. 


the Heazlewood project covers a partially tested ultramafic complex that is 

prospective for both PGM and nickel sulphide mineralisation. On that 

basis, Snowden is of the opinion that the work program proposed is justified 

to the extent being proposed by Pioneer 

SECTION 8 

-45-

SECTION 8 

8.12 Exploration Budget 

Snowden has reviewed Pioneer’s exploration budget for its $4.5 million 

capital raising which is summarised in the following table: 

Project Year 1 Year 2 Total 

Acra 600,000 580,000 1,180,000 

Pioneer 270,000 300,000 570,000 

Higginsville 70,000 140,000 210,000 

Wattle Dam 220,000 270,000 490,000 

Larkinville 50,000 100,000 150,000 

Silver Swan Northwest 70,000 100,000 170,000 

Boomerang Lake 50,000 100,000 150,000 

Heazlewood 100,000 100,000 200,000 

TOTAL $1,430,000 $1,690,000 $3,120,000 

In the context of the funds being raised and the company’s stated objectives, 

we expect that the company will define at least several high quality drill 

targets within its Acra, Pioneer, Higginsville and Wattle Dam projects over 

the course of the next year. If this is achieved Snowden would consider this 

an excellent outcome. We also expect that Pioneer will continue to acquire 

exploration properties and will carefully manage its expenditure through the 

divestment of its non-core interests by joint venture. 

We are confident that Pioneer will effectively adopt a prudent approach to 

the management of its exploration expenditure and therefore will meet its 

stated corporate objectives. 

Yours faithfully 

In Snowden’s opinion, Pioneer’s proposed expenditures are realistic in the 

context of the equity being raised by the company. It should be possible to 

properly evaluate the nickel sulphide resource/reserve potential of its two 

main project areas at Acra and Pioneer in the 2 year period. The budgets 

proposed for the remaining project areas should permit first pass assessments 

of their potential and limited drilling of the key targets identified. Snowden 

cautions, however, that the proposed exploration programs may change in 

Year 2 from that currently stated and will be dependent on the results from 

the Year 1 program. Furthermore, Snowden notes that the commencement 

of field exploration activities over some of Pioneer’s key project areas (eg. 

Pioneer, Higginsville and Wattle Dam projects) will be subject to the grant 

of certain tenements. 

Pioneer’s planned exploration commitment of $3,120,000 to the 

exploration of its projects represents approximately 91% of the funds 

proposed to be raised by Pioneer after costs of the issue, loan repayments 

and administration, and satisfies the requirements of ASX Listing Rules 

1.3.2 (b), 1.3.3 (a) and 1.3.3 (b). 

Should a minimum subscription of $2,700,000 be achieved, Pioneer has 

advised Snowden that it will direct the majority of its planned expenditure 

towards the Acra and Pioneer projects. It is proposed to proceed with the 

data compilation and interpretation for the remaining project areas and seek 

joint venture partners to assist in their future assessment. Pioneer’s 

exploration budget for a minimum capital raising is summarised in the 

following table: 

Project Year 1 Year 2 Total 

Acra 450,000 430,000 880,000 

Pioneer 190,000 220,000 410,000 

Higginsville 20,000 - 20,000 

Wattle Dam 20,000 - 20,000 

Larkinville 20,000 - 20,000 

Silver Swan Northwest 20,000 - 20,000 

Boomerang Lake 20,000 - 20,000 

Heazlewood 20,000 - 20,000 

TOTAL $760,000 $650,000 $1,410,000 

Mr P C Retter B AppSc (Hons), MAIG 

Manager Corporate Services 

Dr P A Snowden BSc (Hons), D Phil, MAIG, FAusIMM, CPGeo 

Principal Geologist and Managing Director 

Pioneer’s planned exploration commitment of $1,410,000, should a 

minimum subscription of $2,700,000 be achieved, represents approximately 

82% of the funds proposed to be raised by Pioneer after costs of the issue, 

loan repayments and administration, and satisfies the requirements of ASX 

Listing Rules 1.3.2 (b), 1.3.3 (a) and 1.3.3 (b). 

8.13 Conclusions 

Pioneer’s nickel sulphide project areas currently represent early to advanced 

stage exploration projects. The challenge confronting Pioneer in achieving 

its objective of discovering and developing a nickel sulphide resource within 

the constraints of its budget will be dependent on the skills of its exploration 

team. The best short-term opportunities in this regard lie within the Acra 

and Pioneer projects where the presence of nickel sulphide mineralisation 

has already been established from previous exploration work. On listing, 

Pioneer intends to commence drilling and geophysical surveying of its Acra 

project at the earliest opportunity. 

-46-


I9 

17 October 2003 

ndependent 

Solicitor’s Report 

The Directors 

Pioneer Nickel Limited 

21 Close Way 

KALGOORLIE WA 6430 

McKENZIE LALOR 

Barristers, Solicitors and Notaries 

74 Egan Street, Kalgoorlie WA 6430 

PO Box 10336, Kalgoorlie WA 6433 

DX 60901 Kalgoorlie 

Tel: (08) 9021 6699 (08) 9021 2455 

Fax: (08) 9021 4052 Email: mckenzie@emerge.net.au 

SECTION 9 

Dear Sirs , 

RE: INDEPENDENT SOLICITOR’S REPORT ON MINING 

TENEMENTS HELD BY PIONEER NICKEL LIMITED 

This report is prepared for inclusion in a Prospectus to be dated on or about 

the 16th day of October, 2003 and to be issued by Pioneer Nickel Limited 

(“Pioneer”) for an issue of twenty two million five hundred thousand 

(22,500,000) ordinary Shares of $0.20 in the capital of Pioneer. 

The report relates to various Western Australia and Tasmania Mining 

Tenements and applications for Mining Tenements (“the Mining 

Tenements”) set out in the Schedule of Mining Tenements (“the Schedule”) 

which, together with the Notes to the Schedule of Mining Tenements (“the 

Notes”) is enclosed and forms part of this report. 

SEARCHES 

We have conducted searches of the Mining Tenements in the Register 

maintained by the Western Australian Department of Industry and 

Resources (“DOIR”) and certain other records kept in the Register 

maintained by the Western Australian Department of Industry and 

Resources (“WA Department”) pursuant to the Mining Act 1978 (as 

amended) (“WA Mining Act”). 

We have conducted searches of the Mining Tenement in the Register 

maintained by the Tasmanian Department of Infrastructure Energy and 

Resources and certain other records kept in the register maintained by the 

Tasmanian Department of Infrastructure Energy and Resources 

(“Tasmanian Department”) pursuant to the Mineral Resources 

Development Act 1995 (“Tasmanian Mining Act”). 

This report details the status of the Mining Tenements under the WA 

Mining Act 1978 (as amended) and the Tasmanian Mining Act as at the 2nd 

September 2003, 9th September 2003, 10th September 2003 and the 14th 

October 2003. 

As a result of those searches and subject to relying on the searches, we are 

satisfied that :- 

(a) the details of the Mining Tenements set out in the Schedule are 

accurate; and 

(b) where title to a Mining Tenement has not been granted or an 

application for extension of a term of a Mining Tenement is pending, 

that fact is disclosed in the Schedule and the Notes. 

While the status of the Mining Tenements is dealt with in detail in the 

Schedule and Notes, we point out by way of summary that :- 

1. We have assumed the information in the registers maintained by the 

WA Department and Tasmanian Department are accurate. 

2. The references in the Schedule to the areas of the Mining Tenements are 

taken from details shown on our searches. It is not possible to verify the 

accuracy of those areas without conducting a survey. The area shown in 

hectares of the Mining Tenements have been taken from the searches 

conducted. The areas shown as graticular blocks have been taken from 

the searches conducted. 

3. We have assumed for each granted Mining Tenement that the grant of 

the Mining Tenement has complied with all statutory, administrative 

and other procedures. 

4. Some of the titles are applications. The grant of an application is 

generally within the discretion of the relevant Minister. We give no 

opinion as to whether the applications will ultimately be granted. 

5. The holding of the Mining Tenements is subject to compliance with 

their terms and conditions including payment of rent and expenditure 

and reporting requirements and the provisions of the WA Mining Act 

and the Tasmania Mining Act. 

6. Certain conditions which apply to one or more of the Mining 

Tenements include standard environmental conditions. Mining 

Tenements are also subject to statutory requirements of certain other 

Acts including the Aboriginal Heritage Act 1972, Environmental 

Protection Act 1971, Rights in Water and Irrigation Act 1914 and 

Conservation and Land Management Act 1984 (Western Australia), the 

Aboriginal Relics Act 1975, the Environmental Management and Pollution 

Control Act 1994, Water Act 1957 (Tasmania). 

7. In relation to the Mining Tenements in respect of which Pioneer is not 

the registered holder of a legal interest, Pioneer’s interest in those 

Mining Tenements are contractual rights to acquire registered interest 

which depend on both Pioneer and the other parties complying with 

and fulfilling the terms of the relevant agreements described in the 

Summary of Material Contracts in Section 11 of this Prospectus. 

8. Under the WA Mining Act an agreement is not able to pass any estate 

or interest in a Mining Tenement until registered in accordance with 

that Act. 

9. Some of the agreements to which Pioneer is a party and whereby 

Pioneer acquires its interests are awaiting stamping and so have not yet 

been registered. Some agreements to which Pioneer is a party have been 

lodged for registration but have not completed the registration process. 

Lodgement of an agreement does not guarantee registration. 

10. Pioneer’s interest in or rights in relation to the granted tenements are 

subject to the holder continuing to comply with the respective terms 

and the conditions of the respective granted tenements under the WA 

Mining Act and the Tasmania Mining Act and any regulations made 

pursuant to those Acts together with any conditions specifically 

applicable to any granted tenement. We have not independently 

verified whether work or expenditure commitments on the Mining 

Tenements have been complied with, or whether the Mining Tenements 

are in good standing. 

11. Certain conditions which apply to one or more of the Mining 

Tenements granted under the WA Mining Act include :- 

(a) compliance with the provisions of the Aboriginal Heritage Act 

1972 to ensure that no action is taken which is likely to interfere 

with or damage any Aboriginal sites; 

(b) all surface holes drilled for the purpose of exploration are to be 

capped, filled otherwise made safe after completion; 

(c) all costeans and other disturbances to the surface of the land made 

as a result of exploration, including drilling pads, grid lines and 

access tracks being back filled and rehabilitated to the satisfaction 

of the District Mining Engineer. Back filling and rehabilitation 

being required no later than 6 months after excavation unless 

otherwise approved in writing by the District Mining Engineer; 

(d) all waste materials, rubbish, plastic sample bags, abandoned 

equipment and temporary buildings being removed from the 

Mining Tenements prior to or at the termination of exploration 

programme; 

(e) unless the written approval of the District Mining Engineer is first 

obtained, the use of scrapers, graders, bulldozers, backhoes or other 

mechanised equipment for surface disturbance or the excavation of 

costeans is prohibited. Following approval all top soil being 

removed ahead of mining operations and separately stockpiled for 

replacement after backfilling and/or completion of operations; 

(f) pursuant to the Savings and Transitional Provisions of the Mining 

-47-

SECTION 9 

and Amendment Act 1990 and 1994 all land surrendered, 

forfeited (other than forfeiture by plaint action) or expiring from a 

non graticular exploration licence will either :- 

(i) automatically be included into a graticular exploration licence, 

provided 

SECTION 

the surrender, forfeiture 

9 

of expiry occurred after the 

grant of the particular licence; or 

(ii) automatically be included into an application for graticular 

exploration licence provided the surrender, forfeiture or expiry 

occurred after 14th October 1995. 

(g) the licensee notifying the holder of any underlying pastoral lease 

by telephone or in person, or by registered post if contact cannot 

be made, prior to undertaking airborne geophysical survey or any 

ground disturbing activities utilising equipment such as scrapers, 

graders, bulldozers, backhoes, drilling rigs, water carting 

equipment or other mechanised equipment; 

(h) the licensee or transferee, as the case may be, shall within thirty 

(30) days of receiving written notification of:- 

(i) the grant of the licence; or 

(ii) registration of a transfer introducing a new licensee. 

advise, by registered post, the holder of any underlying pastoral 

lease, details of the grant or transfer. 

ABORIGINAL SITES 

The Aboriginal Heritage Act 1972 Western Australia (“WA Heritage Act”) 

applies to all of the Mining Tenements situated in Western Australia. The 

WA Heritage Act makes it an offence to alter or damage any Aboriginal site 

or object on or under an Aboriginal site. A site is defined to include any 

sacred, ritual or ceremonial site which is of importance and special 

significance to persons of Aboriginal descent. There is no requirement or 

need for a site to be registered in any public record or to be in any way 

acknowledged as an Aboriginal site for it to qualify as an Aboriginal site for 

the purpose of the WA Heritage Act. 

The Aboriginal Relics Act 1975 (“Tasmania Relics Act”) applies to all of 

the Mining Tenements situated in Tasmania. The Tasmania Relics Act 

makes it an offence to alter or damage any Aboriginal site or object on or 

under an Aboriginal site. Where the Minister is satisfied that there is on or 

in any land a relic and that steps should be taken to protect or preserve that 

relic, he may by order declare an area of land within which it is situated to 

be a protected site. A relic is any artefact, painting, carving, engraving, 

arrangement of stones, midden or other object made or created by any of 

the original inhabitants of Australia or descendants of any such inhabitants, 

any object site or place that bear signs of the activities of any such original 

inhabitants or their descendants or the remains of the body of such original 

inhabitant or a descendant of such an inhabitant who died before the year 

1876 and are not interred in any land that is used by the purposes of a 

burial ground or cemetery or a marked grave in any other land. 

The Aboriginal and Torres Strait Islander Heritage Act 1984 

(“Commonwealth Heritage Act”) applies to all of the Mining Tenements 

and is aimed at the preservation and protection from desecration of 

significant Aboriginal areas and significant Aboriginal objects. An area or 

object is found to be desecrated if it is used or treated in a manner 

inconsistent with Aboriginal tradition. 

If any Aboriginal Sites are identified on any of the Mining Tenements then 

Pioneer would need to ensure that any interference with such Aboriginal 

sites is in strict conformity with the provisions of the WA Heritage Act, 

Tasmania Relic Act and Commonwealth Heritage Act as appropriate. 

NATIVE TITLE 

The High Court of Australia held in MABO v. Queensland (No. 2) (1992) 

175CLR (“MABO”) that the common law of Australia recognises and will 

protect the Native Title Rights of Aboriginal Australians in cases where 

those rights have not been lawfully extinguished. 

In order to maintain a Native Title Claim, the Aboriginal claimants must 

show they enjoy certain rights and privileges in respect of a particular area 

of land and that they have maintained a traditional connection with the 

land. Such a claim will not be recognised if the Native Title has been 

extinguished. Native Title can be extinguished by voluntary surrender to 

the Crown, abandonment of the land or the granting of an inconsistent 

interest in the land by the Crown. 

The Racial Discrimination Act 1975 (“Racial Discrimination Act”) 

enacted by the Commonwealth of Australia on 31st October 1975 is 

binding on the States of Western Australia and Tasmania. The Racial 

Discrimination Act makes racial discrimination unlawful. The MABO 

Decision created uncertainty as to the validity of Mining Tenements 

granted, renewed or extended after 31st October 1975 and of conversions 

of Exploration Titles to Mining Leases occurring after that date. It also 

raises the possibility that the Crown or other persons will be liable to pay 

compensation in respect of the extinguishment, impairment or 

infringement of Native Title. 

The Commonwealth of Australia enacted the Commonwealth Native Title 

Act 1993 (“Native Title Act”) on 1st January 1994. The Native Title Act 

gives statutory protection to Native Title. The Commonwealth Act was 

amended in 1998 by the Native Title Amendment Act 1998. The Native 

Title Amendment Act 1998 allowed States to enact their own legislation for 

the performance by State bodies of certain powers under the Native Title 

Act. In December 1999 the Western Australian Government enacted the 

Native Title (State Provision) Act 1999 (WA) (“State Provisions Act”). The 

State Provisions Act provides for the establishment of a “future act” regime 

which is to replace the National Native Title Tribunal future act Procedures. 

The operations of the State Provisions Act is limited to the creation of State 

based “future act” processes and the establishment of the Native Title 

Commission. These amendments include the validation of titles which 

may have been invalidly granted over pastoral leases and other leasehold 

interests between 1st January 1994 and 23rd December 1996. 

The High Court Decision of Ward v Western Australia and South Australia 

[2002 HCA 28] provided further clarification of Native Title rights. The 

case determined that grants of Mining Leases in Western Australia do not 

necessarily extinguish all incidents of Native Title. Native Title Rights are 

extinguished to the extent of the inconsistency with the rights conferred by 

such titles. Mining Leases confer a right of exclusive possession for the 

purpose of mining and as such do not wholly extinguish Native Title. 

Ownership of minerals and petroleum by Native Title Claimants has been 

extinguished in Western Australia by legislation. 

Persons claiming to hold Native Title may lodge a claim with the Native 

Title Registrar. If the Native Title Registrar is satisfied that the claim meets 

the registration requirements as set out in the Native Title Act, it will be 

entered on the Register of the Native Title Claims maintained by the 

National Native Title Tribunal. Claims which fail to meet the registration 

test may be entered on the Register at a later date if additional information 

is provided by the Applicant to satisfy the Registration requirements. 

The existence of a Registered Native Title Claim is not an indication that 

Native Title exists to the land covered by the claim. This matter will be 

determined by the Federal Court. None of the claims noted in this report 

have been determined by the Federal Court. 

New claims can be lodged over areas the subject of the Mining Tenements 

in the future. 

Many of the Mining Tenements relate to land which is the subject of 

Registered Native Title Claims. These claims are identified in the Schedule 

and Notes. 

If Native Title is found to exist, the Native Title may be such that consent 

to mining may be required by the Native Title Holders. 

We have not undertaken the legal, historical, anthropological and 

ethnographic research which would be necessary to form an opinion as to 

whether these Native Title Claims or any further Native Title Claims will 

ultimately be successful and if successful, what the implications would be 

for Pioneer. 

The Native Title Act provides that the grant of a Mining Tenement granted 

before 1st January 1994 is a “past act” to the extent that it adversely affected 

by Native Title. The Native Title Act enabled complementary State 

Legislation to be passed validating the “past act”. The relevant legislation 

in Western Australia is the Titles Validation Act 1995 (“Titles Validation 

Act”). A Mining Lease granted before 1st January 1994 is valid. 

Exploration Tenements granted before 1st January 1994 are also valid and 

may be validly renewed after that date provided that there is no increase in 

the area, no extension of the term or creation of new rights and the renewal 

takes effect immediately. Renewal of a Prospecting Licence or an 

Exploration Licence will be treated as a “past act” even if it occurs after 1st 

January 1994. The conversion of an Exploration Tenement to a Mining 

Lease will be subject to the future act requirements. 

The West Australian Title Validation Amendment Act 1999 (“Title 

Validation Amendment Act”) ensures the validity of certain “intermediate 

period titles” granted between 1st January 1994 and 23rd December 1996 

where Native Title may otherwise have existed and rendered other interests 

-48-


invalid. The Title Validation Amendment Act validates Mining Tenements 

granted during this period wholly or partly over former leasehold land 

without the need for compliance with the Native Title Act. 

The grant of a Mining Tenement after 1st January 1994 is a “future act” if 

Native Title rights exist in relation to the land or water within the Mining 

Tenement. The rights granted under the Mining Tenement affect the 

Native Title rights by extinguishing them, or by being wholly or partially 

inconsistent with the continued existence enjoyment or exercise. The 

“right to negotiate procedure” is a special statutory procedural right given 

to registered Native Title Body Corporate and registered Native Title 

Claimants by the Native Title Act in relation to certain kinds of future acts. 

If the right to negotiate procedure applies in relation to a future act but is 

not complied with, the act will be invalid to the extent it affects native title. 

The “rights to negotiate procedure” generally applies to the grant of all new 

mining tenements; a variation of a tenement by increasing its area; and the 

renewal, re-grant, re-making or extension of the terms of the Tenement or 

whether renewal or extension is of a tenement granted prior to 1st January 

1994. 

Mining Tenements granted since 23rd December 1996 will be valid 

provided the processes required by the Native Title Act were complied with. 

We understand that it has been the practice of the Western Australian State 

Governments to comply with these processes. We have not undertaken an 

independent inquiry to confirm this. 

The Native Title Act provides for registered Native Title claimants to be 

entitled to participate in a period of negotiation with the State proposing 

to grant the Mining Tenements and the applicants for the Mining 

Tenements. If the parties fail to reach an agreement which enables the 

grant of the Mining Tenement to occur, the matter is referred to the 

National Native Title Tribunal for arbitration. The Decision of the 

National Native Title Tribunal is subject to Ministerial overrule. 

Prior to transferring its beneficial interest in the Tenements to Pioneer, 

Heron had entered into various Native Title and Heritage Act Protection 

Agreements with Native Title claimants as noted in the Schedule. Pursuant 

to these agreements, certain of the Mining Tenements which are over land 

the subject of Native Title Claims are now able to be granted. 

There are presently no registered Native Title Claims in the State of 

Tasmania. Section 178 of the Mineral Resources Development Act 1995 

provides that a licensee or lessee or licence or lease is invalidated because of 

Native Title being determined in respect of the licence area or lease area has 

exclusive right to apply for a new licence or lease in respect of that area. An 

exclusive right to apply for a new licence or lease under this provision is 

enforced for a period of twelve months from the date on which the former 

licence or lease is invalidated or until an application has been made under 

the section, whichever is the earlier. 

CONSENT 

This report is given solely for the benefit of Pioneer and the Directors of 

Pioneer in connection with the issue of the Prospectus and is not to be 

relied on or disclosed to any other person or used for any other purpose or 

quoted or referred to in any public document or filed with any Government 

body or other person without our prior consent. 

Yours faithfully, 

McKENZIE LALOR 

Per: 

NOTES TO REPORT 

Note 1 This is a mining lease granted or applied for under the WA Mining 

Act. The mining lease remains in force for a period of 21 years. The lessee has 

a right to renew the lease for a period of 21 years. Following this period the 

Minister may renew the lease for successive periods of no more than 21 years. 

Mining leases under the WA Mining Act are granted subject to various 

conditions prescribed by the Act including payment of rental, minimum 

expenditure and reporting requirements. Royalties are also payable in relation 

to specified minerals obtained from the mining lease. 

Unless otherwise stated, the lease has been granted with conditions for the 

prevention of injury to land and its rehabilitation. 

-49- 

A mining lease cannot be assigned or sublet without the prior written consent 

of the Minister. 

Note 2 This is a prospecting licence granted or applied for under the WA 

Mining Act. Such a licence remains in force for a period of 4 years. 

Prospecting licences are granted subject to various conditions prescribed by the 

Mining Act including payment of rental, minimum expenditure and reporting 

requirements. 

Unless otherwise stated, the licence has been granted with conditions for the 

prevention of injury to land and its rehabilitation. 

Note 3 This is an exploration licence created under the WA Mining Act. 

An Exploration Licence remains in force for a period of 5 years and may be 

extended by a further term or periods of 1 or 2 years on application. 

A licensee must surrender not less than half the area of an Exploration Licence 

at the end of the third year of the term and not less than half of the remaining 

area at the end of the fourth year of the term. An application may be made for 

an exemption from the requirement to surrender which is subject to the 

discretion of the Minister. 

Exploration licences are granted subject to various conditions prescribed by the 

WA Mining Act including payment of rent and minimum expenditure and 

reporting requirements. The Minister has a discretion to impose further 

conditions on the licence and conditions relating to rehabilitation to injury to 

land and other environmental conditions are usually imposed and may be taken 

to have been so unless otherwise stated. During the first year of the term of an 

Exploration Licence, a legal or equitable interest in or affecting an Exploration 

Licence shall not be transferred or otherwise dealt with without prior written 

consent of the Minister. 

Note 4 This is a pending application which may be granted or refused or 

granted subject to Special Conditions. 

Note 5 No objection has been lodged to this application. The time for 

lodging objections has expired. 

Note 6 The Warden has recommended the tenement for approval. 

Note 7 The rights of ingress to and egress from Miscellaneous Licence 

15/192 being at all times preserved to the Licensee and no interference with the 

purpose or installations connected to the licence. The prior written consent of 

the Minister for Mines being obtained before commencing mining on 

unnumbered land at reserve 13 and 21 and water reserve 5655. It is a condition 

of this tenement that there be no excavation, excepting shafts approaching closer 

to the Coolgardie/Esperance highway, highway verge or the road reserve at a 

distance equal to twice the depth of the excavation and mining on the 

Coolgardie/Esperance highway or highway verge being confined to the lower 

depth of 30 metres from the natural surface. No mining on a strip of land 60 

metres wide with the West Kalgoorlie/Esperance Railway Line as the centre-line 

and no materials being deposited or machinery or buildings being erected on 

such strip of land. Blasting operations being controlled so that no damage or 

injury can be caused by fly rock, concussion, vibration or other means. Mining 

on a strip of land 20 metres wide with any above ground water pipe line as the 

centreline being confined to the lower depth of 31 metres from the natural 

surface and no mining material being deposited upon such strip and the rights 

of ingress to and egress from the facility being at all times preserved to the 

owners thereof. Mining within a radius of 150 metres of any Australian 

Telecommunications Commission Microwave Repeater Station being confined 

to below a depth of 60 metres from the natural surface. No interference with 

the Australian Telecommunications Commission Microwave Repeater Station 

Ray Line. 

Note 8 Application for Mining Lease M15/1264 has been applied for 

pursuant to Section 49 of the Mining Act for conversion of P15/3632 to a 

Mining Lease. 

Note 9 This is an application for conversion of grant of Prospecting 

Licence P15/3632 to a Mining Lease pursuant to Section 49 of the Mining Act. 


pursuant to Section 49 of the Mining Act for conversion of Prospecting Licence 

P15/3637 and P15/3638 to a Mining Lease. 

Note 11 This is an Application for conversion of granted Prospecting 

Licence P15/3637 and P15/3638 to a Mining Lease pursuant to Section 49 of 

the Mining Act. 



P15/3767 to a Mining Lease. 

Note 13 This is an application for conversion of granted Prospecting Licence 

P15/3767 to a Mining Lease pursuant to Section 49 of the Mining Act. 



P15/3767 to a Mining Lease. 

Note 15 This is an application for conversion of granted Prospecting Licence 

P15/3767 to a Mining Lease pursuant to Section 49 of the Mining Act. 

SECTION 9

SECTION 9 

Note 16 Mining Lease 15/1101 is an application for conversion of previously 

granted Prospecting Licences P15/3335, P15/3336, P15/3337 and P15/33338. 

Note 17 The grant of this licence does not include land the subject of 

Prospecting Licence 15/3687 and Mining Lease 15/1284. 

Note 18 The grant of this licence does not include land the subject of 

Prospecting Licence 15/3688 and Mining Lease 15/1284. 

Note 19 This Tenement is subject to encumbrances, copy document 

129H/001 and Caveat 328H023 by Ramelius Resources Limited in respect to 

75/100th shares in the name of Heron Resources Limited. 

Note 20 This Tenement is subject to encumbrances copy document 

128H/001 Caveat 327H-023 by Ramelius Resources Limited in respect to 

75/100th shares in the name of Heron Resources Limited. 

Note 21 An Objection was lodged to this Tenement. That Objection has 

been withdrawn. The time for lodging an Objection has expired. 

Note 22 This Tenement is subject to encumbrance caveat 329H/023 lodged 

by Ramelius Resources Limited in respect to 75/100th shares in the name of 

Heron Resources Limited. 

Note 23 This Tenement is subject to condition no interference with geodetic 

survey station G27-3 and mining within 15 metres thereof being confined to the 

lower depth of 15 meters from the natural surface. 

Note 24 This Tenement is subject to encumbrance caveat KA1/023 by Heron 

Resources Limited in respect to 100/100th shares in the name of Avoca 

Resources Limited. 

Note 25 This Tenement is subject to condition the rights of ingress to and 

egress from Miscellaneous Licence 27/157 being at all times preserved to the 

licensee and no interference with the purpose or installations connected to the 

licence, no interference with geodetic survey station KG-5, KG-7 and KG-8 and 

mining within 15 meters thereof being confined to below depth of 15 metres 

from the natural surface, the prior written consent of the Minister for Mines 

being obtained before commencing mining on National Park Reserve 35637 and 

Water Reserve 5057. In respect to the area shown as Tengraph FNA274 or areas 

within that FNA the following conditions shall apply: 

No prospecting or mining activity has been conducted that would interfere with 

or endanger the construction operation of the gas pipeline and associated 

facilities under the Agreement (as amended from time to time) ratified by the 

Goldfields Gas Pipeline Agreement Act 1994 and rights on ingress to and egress 

from that area being at all times preserved to the Joint Ventures under that 

Agreement and their employees, agents and contractors. 

Note 26 This Tenement is subject to encumbrance caveat KA2/023 by Heron 

Resources Limited in respect to 100/100th shares in the name of Heron 

Resources Limited. Avoca Resources Limited is the beneficial tenement holder, 

but a transfer from Heron to Avoca is yet to be lodged. 

Note 27 This is an application for conversion of previously granted 

Prospecting Licences P24/3459, P24/3461, P24/3471, P24/3472, P24/3478 

pursuant to Section 49 of the Mining Act and conversion in part of Exploration 

Licence 27/169 pursuant to Section 67 of the Mining Act. 


Prospecting Licence 24/3476, 24/3477, part of Prospecting Licence 24/3478 

pursuant to Section 49 of the Mining Act and part of Exploration Licence 

27/169 pursuant to Section 67 of the Mining Act. 

Note 29 This is an application for an Exploration Licence which was the 

subject to competing applications. The application was subject to a ballot. The 

Application was drawn second in the ballot. 


Prospecting Licence 27/1427-1430 pursuant to Section 49 of the Mining Act. 

Note 31 The grant of this licence does not include the land the subject of 

prior Exploration Licences 28/1051, 28/1052, 28/1055 and 28/1116. If the 

prior licences expire, are surrendered or forfeited that land may be included in 

this licence, subject to the provisions of the Third Schedule of the Mining 

Regulations 1981, titled “Transitional Provisions Relating to Geocentric Datum 

of Australia”. 

Note 32 This Tenement is subject to condition that the prior written consent 

of the Minister for State Development being obtained before commencing 

mining on Water Reserve 13119 and no interference with Geodetic Survey 

Station SSM - Kurnalpi 17 and mining within 15 metres thereof being confined 

to the lower depth of 15 metres from the natural surface. 

Note 33 This Tenement is subject to condition the prior written consent of 

the Mining for State Development being obtained before commencing mining 

on Water Reserve 13119. 

Note 34 The land the subject of this licence affects a Rare Flora site 

(including Rare Flora Site/s 3843) declared under the Wildlife Conservation and 

Land Management Act 1950. The Licensee is advised to contact the Department 

of Conservation and Land Management for detailed information on the 

management of declared Rare Flora present within the Tenement area. 

Note 35 This Tenement is subject to the condition no interference with 

Geodetic Survey Station SSM - Lake Johnston 20T and mining within 15 metres 

thereof being confined to below a depth of 15 metres from the natural surface. 

Note 36 This is an application for an exploration licence created under the 

Tasmanian Mineral Resources Development Act 1995. Exploration Licenses are 

granted subject to various conditions prescribed by the Mineral Resources 

Development Act 1995 including payment of rent, implementing an exploration 

programme, carrying out minimum expenditure commitments and submitting 

annual reports. The Minister may also impose further conditions including 

conditions in relation to rehabilitation and environmental conditions. 

Note 37 

This Tenement is subject to the following Special Conditions: 

The grant of this licence does not include the land the subject of prior 

Exploration Licence 15/643, If the licence expires, is surrendered or 

forfeited that land may be included in this licence, subject to the provisions 

of the Third Schedule of the Mining Regulations 1981 titled “Transitional 

provisions relating to Geocentric Datum of Australia”, no excavation 

excepting shafts approaching closer to the Coolgardie/Esperance Highway, 

highway verge or the road reserve than a distance equal to twice the depth 

of the excavation and mining on the Coolgardie/Esperance Highway or 

highway verge being confined to below a depth of 30 metres from the 

natural surface, the rights of ingress to and egress from Miscellaneous 

Licence 15/128 being at all times preserved to the licensee and no 

interference with the purpose or installations connected to the licence, the 

prior written consent of the Minister for State Development being obtained 

before commencing mining on Water Supply Reserve 33752, mining on a 

strip of land 20 metres wide with any pipe line as the centreline being 

confined to below a depth of 31 metres from the natural surface and no 

mining material being deposited upon such strip and the rights of ingress to 

and egress from the facility being at all times preserved to the owners 

thereof, no mining within 25 metres of either side of the Goldfields Gas 

Pipeline, no surface excavation approaching closer to the boundary of the 

Safety Zone established by Condition 11 hereof than a distance equal to 

three times the depth of the excavation without the prior written approval 

of the State Mining Engineer, no interference with drainage pattern, and no 

parking, storage or movement of equipment or vehicles used in the course 

of mining within the Safety Zone established by Condition 11 hereof 

without the prior approval of the operators of the Goldfields Gas Pipeline, 

the licensee shall not excavate, drill, install, erect, deposit or permit to be 

excavated, drilled, installed, erected or deposited within the Safety Zone 

established in Condition 11 hereof, any pit, well, pavement, foundation, 

building, or other structure or installation, or material of any nature 

whatsoever without the prior written consent of the State Mining Engineer, 

no explosives being used or stored within 150 metres of the Goldfield Gas 

Pipeline without the prior written consent of the State Mining Engineer, 

mining on the safety zone established in Condition 11 hereof being 

confined to below a depth of 50 metres from the natural surface unless 

otherwise approved by the State Mining Engineer, the rights of ingress to 

and egress from the pipeline easement established in Condition 11 hereof 

being at all times preserved for the employees, contractors and agents of the 

operators of the Goldfields Gas Pipeline, such further conditions as may 

from time to time be imposed by the Minister for State Development for the 

purpose of protecting the Goldfields Gas Pipeline. 

Note 38 This Tenement is subject to Special Condition no interference 

with Geodetic Survey Station SSM-Edjudina 12 and mining within 15 

metres thereof being confined to the lower depth of 15 metres from the 

natural surface. 

NATIVE TITLE 

A. The land the subject of this tenement is affected by Native Title Claim 

WC99/2 NGADJU. 

B. The land the subject of this tenement is affected by Native Title Claim 

WC95/27 - GOODWIN. 

C. The land the subject of this tenement is affected by Native Title Claim 

WC97/100 KALAMAIA KABU (D)N PEOPLE. 

D. The land the subject of this tenement is affected by Native Title Claim 

WC98/27 – WIDJI PEOPLE. 

E. The land the subject of this tenement is affected by the Native Title 

Claim WC99/29 CENTRAL WEST GOLDFIELDS PEOPLE. 

F. The land the subject of this tenement is affected by the Native Title 

Claim WC99/9 MADUWONGGA PEOPLE. 

G. The land the subject of this tenement is affected by the Native Title 

Claim WC99/30 CENTRAL EAST GOLDFIELDS PEOPLE. 

H. The land the subject of this tenement is affected by the Native Title 

Claim WC99/1 WANGATHA. 

-50-

P 

roject 

Prospect Name 

Tenement Schedule 

Tenement 

Number/Type 

Registered 

Holder/Applicant 

Grant Status 

Registered 

Interest of Shares 


Commencement Date 

Expiry Date 

Area No. of 

Gratic Blocks 

G = Granted Tenement P = Pending B = Ballot 

$ Minimum Annual 

Expenditure 

(Upon Grant) 

see Notes 

Native Title 

SECTION 9 

Acra E27/00273 Heron P 0 P P 63 B N/A 3, 4, 5 F, G 

Acra E27/00278 Heron P 0 P P 41 B N/A 3, 4, 5 F, G 

Acra E28/01223 Heron G 0 6/11/2002 5/11/2007 38 B 34,200 3, 31, 32 F, G 

Acra P28/00972 Heron G 0 26/9/2001 25/9/2005 120 ha 4,840 2, 33 F, G 

Acra P28/00991 Heron P 0 P P 129 N/A 2, 4, 5 F, G 

Pioneer E15/00573 Heron G 100 21/9/2000 20/9/2005 17 B 20,000 3, 7 A 

Pioneer E63/00753 Heron P 100 P P 12 B N/A 3, 4, 5, 6 A 

Higginsville E15/00804 Heron P 100 P P 6 B N/A 3, 4, 5, 6 A, B, C 

Higginsville E15/00807 Heron B 100 P P 17 B N/A 3, 4, 5 A, B, C, D 

Higginsville E63/00845 Pioneer P 100 P P 44 B N/A 3, 4, 5, 6 A 


Higginsville E63/00847 Pioneer P 100 P P 42 B N/A 3, 4, 5 A 


Wattle Dam E15/00718 Killoran G 0 13/10/2003 12/10/2008 18 B 20,000 3, 37 B, C, D, E 

Wattle Dam P15/03632 Ramelius G 0 1/11/1994 31/10/1998 85 ha 3,400 2, 8 B, C, D, E 

Wattle Dam M15/01264 Ramelius P 0 P P 85 ha N/A 1, 4, 5, 6 B, C, D, E 



Wattle Dam M15/01263 Ramelius P 0 P P 217 ha N/A 1, 4, 5, 6, 11 B, C, D, E 





Wattle Dam P15/04479 Killoran P 0 P P 138 ha N/A 2, 4, 5 B, C, D, E 

Wattle Dam M15/01101 Killoran P 0 P P 522 ha N/A 1, 4, 5, 1, 6, 16 B, C, D, E 

Larkinville E15/00679 Heron P 0 P P 41 B N/A 3, 4, 5, 6 B, C, D, E 

Larkinville E15/00689 Heron P 0 P P 36 B N/A 3, 4, 5, 6 B, C, D, E 

Larkinville E15/00742 Heron P 0 P P 7 B N/A 3, 4, 5, 6 B, C, E 

Larkinville E16/00269 Avoca P 0 P P 36 B N/A 3, 4, 5, 6 B, C, D, E 

Larkinville P15/04213 Heron G 0 28/3/2000 27/3/2004 121.6 ha 4,880 2, 17, 20 B, C, D, E 

Larkinville P15/04214 Heron G 0 28/3/2000 27/3/2004 121.4 ha 4,880 2, 18, 19 B, C, D, E 

Larkinville P15/04435 Heron P 0 P P 162.2 ha N/A 2, 4, 21 B, C, E 



Larkinville P15/04438 Heron P 0 P P 192 ha N/A 2, 4, 21 B, C, E 

Larkinville P15/04439 Heron P 0 P P 200 ha N/A 2, 4, 21 B, C, E 


Larkinville P15/04464 Heron G 0 2/5/2002 1/5/2006 22 ha 2,000 2, 22 B, C, D, E 

Londonderry E15/00805 Heron P 0 P P 17 B N/A 3, 4, 5, 6 B, C, D, E 

Maggie Hays Lake JV E63/00625 Heron G 0 8/9/2003 7/9/2008 29 B N/A 3, 34, 35 A 

Silver Swan NW E27/00145 Avoca G 0 24/1/1997 23/1/2004 17 B 20,000 3, 23, 24 D, F, G 

Silver Swan NW E27/00169 Heron G 0 15/5/1997 14/5/2004 56 B 50,400 3, 25, 26 D, F, G 

Silver Swan NW M24/00799 Heron P 0 P P 953.2 ha N/A 1, 4, 5, 6, 27 F, G 

Silver Swan NW M24/00800 Heron P 0 P P 640.7 ha N/A 1, 4, 5, 6, 28 F, G 

Silver Swan NW E27/00290 Regent P 0 P P 70 B N/A 3, 4, 5 F, G 

Silver Swan NW E27/00294 Heron P 0 P P 1 B N/A 3, 4, 5 F, G 

Silver Swan NW E27/00299 Regent P 0 B P 1 B N/A 3, 4, 5, 29 D, F, G 

Silver Swan NW E27/00300 Regent P 0 P P 30 B N/A 3, 4, 5, 6 D, F, G 



Silver Swan NW M27/00388 Heron P 0 P P 554 ha N/A 1, 4, 5, 6, 30 D, F, G 

Boomerang Lake E31/00519 Heron P 0 P P 56 B N/A 3, 4, 5, 6 F, H 

Boomerang Lake E31/00575 Heron P 0 P P 24 B N/A 3, 4, 5 F, G 

Boomerang Lake E31/00579 Heron G 100 24/9/2003 23/9/2008 29 B 26,100 3, 38 H 

Boomerang Lake E31/00581 Heron P 0 P P 28 B N/A 3, 4, 5 F, H 

Tasmania EL31/2003 Pioneer P 100 P P 147 km 2 N/A 36 

-51-

SECTION 10 

I10 

17 October 2003 

nvestigating Accountant’s Report 

The Directors 

Pioneer Nickel Limited 

21 Close Way 

KALGOORLIE WA 6340 

Dear Sirs, 

INVESTIGATING ACCOUNTANT’S REPORT 

BUTLER SETTINERI 

SECURITIES PTY LTD 

ACN 073 314 048 

Level 1, Construction House, 

35-37 Havelock Street, West Perth WA 6005 

Locked Bag 18, West Perth WA 6872 

Ph: (08) 9426 4444 Fax: (08) 9321 5215 



This report has been prepared by Butler Settineri Securities Pty Ltd (“Butler Settineri Securities”) at the request of the Directors of Pioneer Nickel Limited 

ABN 44 103 423 981 (“Pioneer” and “the Company”) for inclusion in a Prospectus (“the Prospectus”) to be dated on 17 October 2003.The Prospectus 

offers 22,500,000 Shares at an Issue Price of $0.20 per Share to raise $4,500,000. The Company will seek admission to the Official List of Australian 

Stock Exchange Limited. 

The Directors of Pioneer reserve the right to accept oversubscriptions for up to an additional 5,000,000 Shares at an Issue Price of $0.20 per Share to raise 

an additional $1,000,000. 

The minimum subscription for this Offer is 13,500,000 Shares at $0.20 per Share to raise $2,700,000. 

In recognition of the support provided by Heron Resources Limited (“Heron”) in the formation of Pioneer, and as consideration for the transfer of mineral 

tenements, in addition to the shares on Offer, the Company has issued 15,000,000 Shares and 3,500,000 unlisted Options to Heron. 

Under the Prospectus, Heron shareholders registered on 28 October 2003 will be mailed a copy of the Prospectus and will have a priority allocation to 

subscribe for Shares under the Offer providing the minimum application is 10,000 Shares. 

10.2 Background 

Pioneer was registered on 17 January 2003 as a wholly owned subsidiary of Heron for the purpose of transferring the Nickel Sulphide assets of Heron to 

a separate entity. The transfer of these Nickel Sulphide assets was approved at a general meeting of Heron held on 15 October 2003. In satisfaction for 

the acquisition of the Nickel Sulphide assets from Heron, Pioneer issued 15,000,000 Shares and 3,500,000 unlisted Options to Heron at an ascribed value 

of $360,000 (being the Nickel Sulphide costs incurred by Heron for the interests in the tenements transferred). 

The 15,000,000 Shares issued to Heron will be held in trust and distributed to Heron shareholders for no cost as a distribution in specie on a pro rata 

basis of approximately one Pioneer share for every eight Heron shares held. The distribution date as approved by Heron shareholders will be between six 

and twenty four months from Pioneer’s listing. The Record Date for Heron shareholders’ entitlement to the Pioneer In Specie Shares held in trust will be 

28 October 2003. 

The 3,500,000 unlisted Options will be retained by Heron and are exercisable by 31 December 2007 at an exercise price of $0.25 per Share. The unlisted 

Options are not transferable and will be subject to escrow conditions imposed by the ASX. Shares issued upon exercise of the unlisted Options will rank 

equally in all respects with the Company’s then existing ordinary Shares, subject to any escrow restrictions which apply. 

Pioneer has thereby acquired an extensive tenement portfolio in the Eastern Goldfields of Western Australia and has also lodged an exploration licence 

application over an area of Northwest Tasmania. The Company’s aim is to discover and develop nickel, copper and platinum group metal resources within 

the Eastern Goldfields region of Western Australia and the Heazlewood region of Northwest Tasmania. 

The purpose of the Offer is to raise funds to: 

• Explore and develop the Company’s tenements and projects; 

• Implement the exploration programs on the tenements and, where appropriate, acquire further strategic interests; and 

• Meet the administration costs of the Company and the expenses of the Offer, in addition to repaying a loan to Heron. 

10.3 Financial Information 

The financial information is set out in the Appendix to this report. 

The historical financial information comprises: 

• The statement of financial performance for the period from 17 January 2003 (being the date of registration) to 30 June 2003; 

• The statement of financial position as at 30 June 2003; 

• The statement of cash flows for the period from 17 January 2003 (being the date of registration) to 30 June 2003; and 

• Notes to the financial statements. 

The historical financial information has been prepared on the basis detailed in note 1 as set out in the Appendix to this report. 

The unaudited pro forma financial information comprises: 

• The unaudited pro forma statement of financial position; and 

• Notes to the unaudited pro forma financial statements. 

The unaudited pro forma statement of financial position has been prepared on the assumption that the following transactions (which have either taken 

place or are proposed to take place on completion of the Offer) occurred as at 30 June 2003: 

a) Issue of 15,000,000 Shares and 3,500,000 unlisted Options to Heron at an ascribed value of $360,000 as consideration for the transfer of mineral 

tenements; 

b) Issue of 1,000,000 Shares to Kurana Pty Ltd, a director related entity connected with Mr Ian Buchhorn, at an issue amount of $30,000 as consideration 

for the transfer of mineral tenements; 

c) Costs of $20,000 in relation to the issue of 15,000,000 Shares to Heron; 

-52-


d) Stamp duty of $25,000 payable on the transfer of interests in tenements; 

e) Issue of 400,000 Shares subscribed for by the Managing Director, Mr D Crook at an issue price of $0.07 per Share raising $28,000; 

f) Issue of 22,500,000 Shares at $0.20 per Share pursuant to this Prospectus, raising an amount of $4,500,000; 

g) Payment of fees to the Lead Manager in accordance with the Mandate Agreement and to other brokers of $285,000 (assuming a raising of 

$4,500,000); 

h) Other issue costs of $300,000 relating to the Offer; 

i) Additional exploration costs of $1,305 incurred by Heron during July 2003 and added to the loan balance; 

j) Repayment of the loan to Heron of $109,250; 

k) Payment of creditors of $630,000; and 

l) Payment of a management fee to Heron of up to $100,000 relating directly to issue costs. 

On the assumption that the listing takes place immediately after 30 June 2003, Pioneer is expected to have working capital of $3,721,503 to fund 

exploration and administrative expenditure. This will be generated through the Offer raising $4,500,000. 

If oversubscriptions amounting to $1,000,000 are accepted, it is expected that Pioneer will have $4,671,503 in working capital. If the minimum 

subscription amount of $2,700,000 is raised, it is expected that Pioneer will have $2,011,503 in working capital. 

SECTION 10 

10.4 Scope of Review 

You have requested Butler Settineri Securities to prepare a report dealing with the historical statement of financial performance and statement of 

cash flows for the period from 17 January 2003 to 30 June 2003 and the historical and pro forma statement of financial position of the Company 

as at 30 June 2003, as set out in the Appendix to this report. 

The Directors of the Company are responsible for the preparation of the historical financial information and the unaudited pro forma financial 

information. 

For the financial statements of the Company for the period 17 January 2003 to 30 June 2003 we have relied upon the audit performed by Butler 

Settineri, the auditors of the Company since registration. 

Butler Settineri Securities has reviewed the unaudited pro forma financial information of the Company as at 30 June 2003. 

The review has been conducted in accordance with Australian Auditing Standard AUS 902 “Review of Financial Reports” and was limited to 

enquiries of management and the Directors, analytical review procedures applied to the financial data, review of accounting records and other 

documentation and the performance of certain limited verification procedures. These procedures do not provide all the evidence that would be 

required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do 

not express an audit opinion. 

10.5 Statements 

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the unaudited pro forma financial 

information of Pioneer as at 30 June 2003 is not drawn up so as to present fairly the financial position of the Company on completion of the listing 

in accordance with applicable Accounting Standards and other professional reporting requirements to the extent to which they are relevant to the 

information presented. 

The historical financial statements have been audited by Butler Settineri and nothing has come to their attention which would require any further 

modification to the financial information for it to present fairly, the results for the period from 17 January 2003 to 30 June 2003. 

10.6 Subsequent Events 

Subsequent to 30 June 2003 the Company has entered into several material contracts which are detailed in Section 11 of this Prospectus. 

Other than these contracts, nothing has come to our attention which would cause us to believe that matters arising after 30 June 2003, other than 

the matters dealt with in this report, would require comment on, or adjustment to, the information contained in this report, or which would cause 

such information to be misleading. 

10.7 Declarations 

Butler Settineri Securities has been requested to report on the assets and liabilities of Pioneer on completion of the listing. 

Butler Settineri Securities will be paid its usual professional fee based on the time involved for the preparation of this report. Apart from the abovementioned 

fee neither Butler Settineri Securities nor any of its associates will receive any other benefits, either directly or indirectly, for or in 

connection with the preparation of this report. 

Butler Settineri Securities has acted as Investigating Accountant for Pioneer and has not been involved in the preparation of any other part of this 

Prospectus. Accordingly we make no representations or warranties as to the completeness or accuracy of the information in any other part of this 

Prospectus. 

Butler Settineri Securities has consented to the inclusion of this report in the Prospectus in the form and context in which it appears. 

Yours faithfully 

BUTLER SETTINERI SECURITIES PTY LTD 

PAUL J CHABREL 

Director 

-53-

SECTION 10 


ABN 44 103 423 981 

Financial Statements 

F10 

inancial 

Statements 

APPENDIX 

STATEMENT OF FINANCIAL PERFORMANCE 

FOR THE PERIOD FROM 17 JANUARY 2003 TO 30 JUNE 2003 

AUDITED 

NOTES 30 JUNE 2003 

$ 

Revenues from ordinary activities 2 76 

Expenses from ordinary activities 7,784 

Loss from ordinary activities before income tax expense 3 7,708 

Income tax expense 4 - 

Net loss 9 7,708 

STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2003 

UNAUDITED 

AUDITED PRO FORMA 

30 JUNE 2003 30 JUNE 2003 

$ $ 

CURRENT ASSETS 

Cash assets 10 32,753 3,721,503 

TOTAL CURRENT ASSETS 32,753 3,721,503 

NON-CURRENT ASSETS 

Exploration and evaluation costs carried forward 5 67,494 483,799 

TOTAL NON-CURRENT ASSETS 67,494 483,799 

TOTAL ASSETS 100,247 4,205,302 

CURRENT LIABILITIES 

Payables 6 107,945 - 

TOTAL CURRENT LIABILITIES 107,945 - 

TOTAL LIABILITIES 107,945 - 

NET ASSETS/(LIABILITIES) (7,698) 4,205,302 

EQUITY 

Contributed equity 7 10 4,213,010 

Accumulated losses 9 (7,708) (7,708) 

TOTAL EQUITY/(DEFICIENCY) (7,698) 4,205,302 

STATEMENT OF CASH FLOWS FOR THE PERIOD 17 JANUARY 2003 TO 30 JUNE 2003 

AUDITED 

30 JUNE 2003 

$ 

CASH FLOWS FROM OPERATING ACTIVITIES 

Interest received 76 

Payments to employees and suppliers (7,784) 

NET CASH OUTFLOWS FROM OPERATING ACTIVITIES (7,708) 

CASH FLOWS FROM INVESTING ACTIVITIES 

Exploration expenditure (67,494) 

NET CASH OUTFLOWS FROM INVESTING ACTIVITIES (67,494) 

CASH FLOWS FROM FINANCING ACTIVITIES 

Proceeds from the issue of shares 10 

Loan from the parent entity 107,945 

NET CASH INFLOWS FROM FINANCING ACTIVITIES 107,955 

NET INCREASE IN CASH HELD 32,753 

Cash at the beginning of the financial period - 

CASH AT THE END OF THE FINANCIAL PERIOD 10 32,753 

The accompanying notes form part of these financial statements 

-54-


ABN 44 103 423 981 



NOTES TO AND FORMING PART OF THE AUDITED FINANCIAL STATEMENTS AND THE UNAUDITED PRO FORMA 

FINANCIAL STATEMENTS FOR THE PERIOD 17 JANUARY 2003 TO 30 JUNE 2003 

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

The significant accounting policies adopted in the preparation of the 

historical financial information and the unaudited pro forma financial 

information (collectively referred to as the “financial statements”) are: 

a) Basis of preparation 

The financial statements are a general purpose financial report which has 

been prepared in accordance with generally accepted accounting 

principles as applied in Australia for the purposes of inclusion in a 

prospectus. 

They have been prepared on the basis of historical costs and do not take 

into account changing money values or, except where stated, current 

valuations of non-current assets. 

f) Non-interest bearing liabilities 

Loans from related parties are carried at the principal amount. Interest, 

when charged by the lender, is recognised as an expense on an accruals 

basis. 

g) Goods and services tax 

Revenues, expenses and assets are recognised net of the amount of goods 

and services tax (GST), except where the amount of GST incurred is not 

recoverable from the Australian Taxation Office. 

Receivables and payables are stated with the amount of GST included. 

The net amount of GST recoverable from, or payable to, the Australian 

Taxation Office is included as a current asset or liability in the statement 

of financial position. 

SECTION 10 

b) Income tax 

The Company adopts the liability method of tax-effect accounting 

whereby the income tax expense shown in the statement of financial 

performance is based on the profit from ordinary activities before 

income tax adjusted for any permanent differences. 

Timing differences which arise due to the different accounting periods in 

which items of revenue and expense are included in the determination of 

profit from ordinary activities before income tax and taxable income are 

brought to account as either a provision for deferred income tax or an 

asset described as future income tax benefit at the rate of income tax 

applicable to the period in which the benefit will be received or the 

liability will become payable. 

Future income tax benefits are not brought to account unless realisation 

of the asset is assured beyond any reasonable doubt. Future income tax 

benefits in relation to tax losses are not brought to account unless there 

is virtual certainty of the realisation of the benefit. 

The amount of benefits brought to account or which may be realised in 

the future is based on the assumption that no adverse change will occur 

in income tax legislation and the anticipation that the Company will 

derive sufficient future assessable income to enable the benefit to be 

realised and comply with the conditions of deductibility imposed by the 

law. 

c) Exploration, evaluation and development costs 

Exploration, evaluation and development expenditure incurred is 

accumulated in respect of each identifiable area of interest. 

Accumulated costs are only carried forward to the extent that they are 

expected to be recouped through the successful development of the area, 

or by its sale, or where the activities in the area have not reached a stage 

which permits a reasonable assessment of the existence of economically 

recoverable reserves. 

Accumulated costs in relation to an abandoned area are written off in full 

against profit in the year in which the decision to abandon the area is 

made. Accumulated costs are not carried forward in respect of any area 

of interest unless rights to tenure of that area are current. 

Non-current assets are not carried at an amount above the recoverable 

amount. In determining recoverable amount, the expected net cash 

flows have not been discounted to present value. 

d) Restoration costs 

Restoration costs that are expected to be incurred are provided for as part 

of the cost of the exploration, evaluation and development phases that 

give rise to the need for restoration. 

e) Share capital 

Ordinary share capital is recognised at the fair value of the consideration 

received by the Company. Any transaction costs arising on the issue of 

ordinary shares are recognised directly in equity as a reduction of the 

share proceeds received. 

h) Segment information 

The Company operates in the mineral exploration industry in Australia. 

NOTE 2. REVENUE FROM ORDINARY ACTIVITIES 

AUDITED 

30 JUNE 2003 

$ 

Interest received 76 

NOTE 3. LOSS FROM ORDINARY ACTIVITIES 

The loss from ordinary activities is stated after charging the following 

expenses: 

Bank charges 59 

Donation / promotions 925 

Office expenses 1,080 

Prospectus costs written off 880 

Salaries expense recharged from parent entity 4,840 

7,784 

NOTE 4. INCOME TAX EXPENSE 

Prima facie income tax benefit on loss from ordinary activities reconciles 

to the income tax expense as follows: 

Loss from ordinary activities (7,708) 

Prima facie tax benefit at 30% (2,312) 

Permanent differences 264 

Timing differences and tax losses not brought to account 2,048 

Income tax expense - 

The future income tax benefit arising from tax losses has not been 

recognised as an asset because recovery is not virtually certain. The tax 

benefits will only be obtained if: 

a) The Company derives future assessable income of a nature and of an 

amount sufficient to enable the benefit from the deductions for the 

losses to be realised; 

b) The Company continues to comply with the conditions for 

deductibility imposed by tax legislation; and 

c) No changes in tax legislation adversely affect the Company in 

realising the benefit from the deductions for losses. 

-55-

SECTION 10 


ABN 44 103 423 981 




NOTE 5. EXPLORATION AND EVALUATION COSTS CARRIED FORWARD 

AUDITED 

UNAUDITED PRO FORMA 

30 JUNE 2003 30 JUNE 2003 

$ $ 

Acquisition costs 53,200 

Exploration and evaluation costs incurred during the period 14,294 

Exploration and evaluation costs written off - 

Balance at the end of the period 67,494 67,494 

Additional exploration costs incurred by Heron during July 2003 1,305 

Acquisition of tenements from Heron and stamp duty thereon 385,000 

Acquisition of tenements from Kurana Pty Ltd, a director related entity 30,000 

Total exploration and evaluation costs 483,799 

NOTE 6. NON-INTEREST BEARING LIABILITIES 

Interest free unsecured loan from Heron 107,945 - 

No interest has been charged in respect of this loan which will be repaid subsequent to the capital raising. 

NOTE 7. CONTRIBUTED EQUITY 

Ordinary shares issued on registration 10 10 

38,900,000 Ordinary Shares - 4,213,000 

10 4,213,010 

Ordinary Shares have the right to receive dividends as declared and, in the event of winding up the Company, 

to participate in the proceeds from the sale of all surplus assets in proportion to the number of Shares held. 

Ordinary Shares entitle their holder to one vote, either in person or by proxy, at a general meeting of the Company. 

Reconciliation of contributed equity: NUMBER $ 

Balance at 30 June 2003 10 10 

Issue of 15,000,000 ordinary shares issued to Heron 15,000,000 360,000 

Issue of 1,000,000 ordinary shares issued to acquire tenements from Kurana Pty Ltd, a director related entity 1,000,000 30,000 

Issue of 400,000 ordinary shares subscribed for by the Managing Director 400,000 28,000 

Issue of 22,500,000 ordinary shares issued pursuant to the Prospectus 22,500,000 4,500,000 

Less share issue costs (705,000) 

Pro forma contributed equity at 30 June 2003 38,900,010 4,213,010 

NOTE 8. UNLISTED OPTIONS 

As at 30 June 2003 the Company had no Options on issue 

NUMBER 

Issued: 

Issue of 3,500,000 unlisted options to Heron 3,500,000 

Issue of 3,500,000 unlisted options 3,500,000 

7,000,000 

Options have an exercise price of $0.25 and expire on 31 December 2007. 

NOTE 9. ACCUMULATED LOSSES AUDITED UNAUDITED PRO FORMA 

30 JUNE 2003 30 JUNE 2003 

$ $ 

Balance at the beginning of the period - - 

Net loss for the period (7,708) (7,708) 

Balance at the end of the period (7,708) (7,708) 

NOTE 10. CASH ASSETS 

Reconciliation of Cash 

Cash on hand and at bank 32,753 32,753 

Proceeds from issue of 400,000 shares subscribed for by the Managing Director 28,000 

Proceeds from the issue of 22,500,000 shares pursuant to the Offer 4,500,000 

Repayment of the Heron loan (109,250) 

Payment of management fee to Heron (100,000) 

Payment of creditors relating to issue costs of the Offer (630,000) 

3,721,503 

-56-


ABN 44 103 423 981 





NOTE 11. RELATED PARTY DISCLOSURES 

a) The Directors of the Company from registration on 17 January 

2003 to the date of this Prospectus, unless otherwise stated are: 

Craig Leslie Readhead 

Ian James Buchhorn 

David John Crook (appointed 11 August 2003) 

Allan Trench (appointed 8 September 2003) 

Ross James Arancini (resigned 11 August 2003) 

b) On completion of the share issue pursuant to the Prospectus the 

Company will cease to be a 100% controlled entity of Heron, which 

is the ultimate parent entity. 

c) Related party transactions 

The Company has issued 15,000,000 ordinary Shares and 3,500,000 

unlisted Options as consideration for the transfer of interests in 

tenements. The shares will be held in trust by Heron on behalf of its 

shareholders and will be subsequently issued to Heron shareholders 

on a pro rata basis of approximately one Pioneer share for every eight 

Heron shares held. The 3,500,000 unlisted Options, which are not 

transferable, are exercisable by 31 December 2007 at $0.25 per 

Share. Shares issued upon exercise of the Options will rank equally 

in all respects with the Company’s then existing Shares subject to any 

relevant escrow restrictions that may apply. 

An interest free loan has been made to the Company by Heron. The 

balance outstanding as at 30 June 2003 was $107,945. Additional 

costs of $1,305 were incurred by Heron during July 2003 such that 

the loan balance to be repaid is $109,250. 

Heron will support the Company until the capital raising is complete 

and will receive a management fee of up to $100,000 which will be 

paid from the capital raising. 

Any additional funding required by the Company prior to 

completion of the Offer will be provided by Heron by means of an 

unsecured interest free loan which would be repayable from the 

proceeds of the Offer. 

Directors’ interests in Shares and unlisted Options issued: 

SHARES 

UNLISTED 

OPTIONS 

Craig Leslie Readhead 29,468 500,000 

Ian James Buchhorn 4,338,894 300,000 

David John Crook 400,000 1,000,000 

Allan Trench 5,625 300,000 

Craig Readhead is also a Director of Heron and has a direct 

entitlement to the Shares issued to Heron as a current shareholder of 

Heron. 

Ian Buchhorn is Managing Director of Heron and has a direct and 

indirect entitlement to Shares issued to Heron as a current 

shareholder of Heron. 

Allan Trench also holds a direct entitlement to the Shares issued to 

Heron as a current shareholder of Heron. 

The Company has entered into an employment agreement with 

David Crook as Managing Director of the Company. Mr Crook’s 

remuneration is $169,800 (inclusive of superannuation). As noted 

above Mr Crook has subscribed for 400,000 Shares at an issue price 

of $0.07 and will be issued 1,000,000 unlisted Options. 

The Company’s Constitution allows for the remuneration of Non- 

Executive Directors to be not more than the aggregate amount set in 

general meeting. The aggregate remuneration of Non-Executive 

Directors has been set at an amount of $200,000 per annum. 

The Company has entered into or undertaken Director & Officer 

Protection Deeds with each Director and the Company Secretary 

and proposes to pay an insurance premium in respect of liability for 

any current and future Directors, Company Secretary, executives and 

employees of the Company. 

Pullinger Readhead Stewart, of which Director Craig Readhead is a 

partner, has acted as solicitors to the Offer and has undertaken due 

diligence enquiries for the preparation of the Prospectus and 

provided legal services in relation to the Offer. Pullinger Readhead 

Stewart’s fees for these services are estimated to be $30,000. Legal 

services provided to Heron for the year ended 30 June 2003 amount 

to $71,715. Pullinger Readhead Stewart’s legal fees are based on 

normal terms and conditions. 

-57- 

NOTE 12. COMMITMENTS FOR EXPLORATION EXPENDITURE 

In order to maintain current rights of tenure to exploration and mining 

tenements and including tenements which are anticipated to be granted 

within the immediate period, the Company has the following 

discretionary exploration expenditure requirements up until expiry of 

leases. The unaudited pro forma amounts relate to the planned 

exploration expenditure in the two years subsequent to the Offer. 

AUDITED 

UNAUDITED 

PRO FORMA 

30 JUNE 2003 30 JUNE 2003 

Not later than 1 year 300,000 1,410,000 

Later than 1 year but not later than 5 years 1,200,000 1,690,000 

Later than 5 years - - 

If the Company decides to divest certain leases and/or does not meet 

these obligations, assets recognised in the statement of financial position 

may require review to determine the appropriateness of carrying values. 

The sale, transfer or farm-out of exploration rights to third parties will 

reduce or extinguish these obligations. 

Deeds of novation are in place or negotiations are being finalised on joint 

ventures which have been assigned from Heron. 

NOTE 13. SEGMENT INFORMATION 

The Company currently operates within the mineral exploration 

industry in Australia. 

NOTE 14. CONTINGENT LIABILITIES 

Native title claims have been made with respect to areas which include 

tenements in which the Company has interests. The Company is unable 

to determine the prospects for success or otherwise of the claims and, in 

any event, whether or not and to what extent the claims may significantly 

affect the Company or its projects. 

NOTE 15. SUBSEQUENT EVENTS 

Other than the proposed Offer and the material contracts summarised at 

Section 11 of this Prospectus no matters or circumstances have arisen 

since the end of the financial year which have significantly affected or 

may significantly affect the operations of the Company, the results of 

those operations, or the state of affairs of the Company in subsequent 

financial years. 

SECTION 10

SECTION 11 

S11 

ummary of Material Contracts 

Tenement Sale Agreement between Heron Resources Limited (‘Heron’) and 

Pioneer Nickel Limited (‘Pioneer’) dated on or about 17 October 2003 

Tenements: 

E15/573 E63/753 E15/804 E15/807 E63/858 

E15/679 E15/689 E15/742 E16/269 P15/4213 

P15/4214 P15/4435 P15/4436 P15/4437 P15/4438 

P15/4439 P15/4440 P15/4464 E15/805 E63/625 

E27/145 E27/169 M24/799 M24/800 E27/290 

E27/294 E27/299 E27/300 E27/309 E31/617 

M27/388 E31/519 E31/575 E31/579 E31/581 

E27/273 E27/278 E28/1223 P28/972 P28/991 

By a letter agreement between Heron and Pioneer dated 14 September 2003 

Heron agrees to sell and Pioneer agrees to purchase from Heron 100% of 

Heron's legal and beneficial interest in the Tenements (referred to above) 

and the Technical Information and Tenement Documents. The parties 

acknowledge that the sale is subject to Pioneer owning all mineral rights 

(except as specified in the Schedule) and Pioneer offering to Heron a right 

of first refusal to take Oxidised Nickel-Bearing Ore. 

The Agreement provided that a Formal Agreement will be drafted by the 

Parties within 6 months of the Letter Agreement. 

By a tenement sale agreement between Heron and Pioneer dated 16 October 

2003 Heron agreed to sell and Pioneer agreed to purchase from Heron its 

entire right title and interest in the Tenements, the Information and the 

Tenement Documents, excluding Heron’s right to Nickel Laterite Ore which 

is set out in the agreement (the Assets’). The Tenements are listed above. 

The consideration for the sale of the Assets is 15 million fully paid ordinary 

shares in Pioneer and 3.5 million Options exercisable at $0.25 on or before 

31 December 2007. 

Competition of the sale of the Assets is conditional upon all approvals being 

received from Heron's shareholders required under the Corporations Act or 

the ASX listing rules; Pioneer successfully completing the capital raising 

contemplated in the Prospectus and in particular raising not less than 

$2,700,000, and the consent, if required, of the Minister for Industry and 

Resources to all dealings. If those conditions are not satisfied on or before 

31 December 2004 then either party may give notice to the other 

terminating this Agreement. 

Heron retains a right to Nickel Laterite Ore as set out in Schedule 1 of the 

agreement (see further tenement details below) provided that exploration 

and mining activities undertaken by Pioneer will under all circumstances 

take priority over the rights of Heron without penalty to Pioneer. Heron and 

its employees, agents and contractors will have access to and use of the 

Tenements where Heron has a right to Nickel Laterite Ore. 

Heron retains a right to Nickel Laterite Ore in relation to the tenements 

E27/273, E27/278, E28/1223, P28/972, P28/991 (collectively known as 

the Accra Project) and in relation to E31/519, E31/575, E31/579 and 

E31/581 ((collectively known as the Boomerang Lake Project. 

Pioneer grants to Heron a pre-emptive rights to Nickel Laterite Ore as set 

out in Schedule 1 of the agreement (see further tenement details below) 

provided that no third party already has such rights; and if Heron exercises 

the pre-emptive right in writing, the parties agree to negotiate in good faith 

a co-operation agreement to minimise risk of interference with each other's 

operations and if possible, to share costs of exploration and mining. 

Heron has a pre-emptive right to Nickel Laterite Ore in relation to E15/573, 

E63/753 (part of the Pioneer Project), E15/804, E15/807 (jointly known as 

the Higginsville Project), E15/679, E15/689, E15/742, E16/269, 

P15/4213, P15/4214, P15/4435, P15/4436. P15/4437, P15/4438, 

P15/4439, P15/440, P15/4464 (collectively known as the Larkinville 

Project), E15/805 (the Londonderry Project), E27/145, E27/169, 

M24/799, M24/800, E27/290, E27/294, E27/299, E27/300, E27/309, 

E31.717,M27/388 (collectively known as the Silver Swan Northwest 

Project) 

The Agreement expressly provides that Heron agrees to provide 

administration services to Pioneer which will include a proportion of Heron 

staff time, vehicle and fully serviced office accommodation until Pioneer 

-58- 

successfully lists on the ASX. Heron will be paid an all-inclusive sum of 

$25,000 per month for four months. 

1. ACRA PROJECT 

Tenements: 

E27/273 E27/278 E28/1223 P28/972 P28/991 

Refer to Tenement Sale Agreement between Heron and Pioneer to be dated on 

or about 17 October 2003 (presently being negotiated between the parties). 

2. PIONEER PROJECT 

Tenements: 

E15/573 E63/753 

(i) 

(ii) 

(iii) 

(iv) 

Refer to Tenement Sale Agreement between Heron and Pioneer to 

be dated in or about 17 October 2003 (presently being negotiated 

between the parties). 

Pioneer Agreement between Heron, WMC Resources Limited 

(“WMC”) and Gold Fields Australia Pty Ltd (“GFA”) to be dated 

on or about October 2003 (presently being executed by the parties) 

By an agreement to be dated on or about October 2003 between 

Heron, WMC and GFA, WMC agreed to withdraw its application for 

mining lease 63/322 and be granted a first right of refusal to negotiate 

an ore purchase agreement for nickel sulphide from E15/573 and 

E63/753. 

Under the agreement, Heron also granted GFA a first right of refusal 

to negotiate an ore purchase agreement for gold ore mined from the 

area of M63/322. 

Heron has agreed to notify the parties of its intention to mine the 

project area and to specify the type of ore to be mined. The relevant 

party will then have 120 days to negotiate an ore purchase agreement 

from the date of that notice. If the parties are unable to agree, the 

matter may be referred to an independent expert for determination. 

Heron may not assign its interest in the project area unless an assignee 

covenants with WMC and GFA to perform Heron’s obligations. 

Option Agreement for Sale and Purchase of Mining Tenements 

between Oroya Mining & Exploration Pty (“Oroya”) and Western 

Mining Corporation Limited (“WMCL”) dated 26 April 1994 

As part of the sale and purchase of E63/304 under the Option 

Agreement, Oroya was granted a royalty of $2.00 per tonne of any 

nickel or gold bearing ore mined and treated for E63/304 and any 

other mining tenement granted in lieu of, or over the same ground. 

The royalty exists up to a maximum period of 20 years commencing 

from the first date ore is mined and treated. 

The express prior written consent is required if a party wishes to assign 

or otherwise transfer any of its rights or obligations under this 

Agreement. 

M63/322 has since been applied for in respect of E63/304, which is 

being withdrawn in exchange for the first right of refusal on ore from 

E15/573 and E63/753 (as summarised above – Pioneer Agreement). 

As such, the Oroya royalty now pertains to part of E63/753 (the area 

of M63/322). 

Oroya Deed of Covenant between WMC Resources Limited, 

Oroya, Heron and Gold Fields to be dated in or about October 

2003 (presently being executed by the parties) 

WMC is the applicant for mining lease 63/322 and has agreed to pay 

to Oroya a royalty under the terms of the Option Agreement referred 

to above. WMC, with Goldfields consent, has agreed to withdraw the 

Application pursuant to the Pioneer Agreement. 

Pursuant to the Deed of Covenant to be dated on or about October 

2003 Heron agrees to assume the obligations of WMC under the 

Option Agreement and Oroya consents to the assignment. Oroya also 

acknowledges that Heron is planning to sell and assign its interest in 

the mining tenements subject to the royalty, to Pioneer and consents 

to that assignment and transfer on the condition that Pioneer enters 

into a deed of covenant with Heron.


(v) 

Deed of Covenant Oroya, Heron and Pioneer to be dated in or 

about October 2003 (to be executed on completion of the 

Heron/Pioneer Tenement Sale Agreement). 

A Deed of Covenant is to be executed whereby Pioneer assumes 

Heron’s Royalty obligations. Oroya will consent to the assignment of 

the obligation to Pioneer. 

3. HIGGINSVILLE PROJECT 

Tenements: 

E15/804 E15/807 

Refer to Letter Agreement between Heron and Pioneer dated 14 

September 2003 summarised above 

4. WATTLE DAM PROJECT 

Tenements: 

P15/3767 P15/3873 P14/4479 P15/3632 P15/3637 

P15/3638 M15/1263 M15/1264 M15/1323 M15/1338 

M15/1101 E15/718 

(i) Option And Sale Agreement between Ramelius Resources Limited 

(‘Ramelius’) and Killoran NL (‘Killoran’) and Kurana Pty Ltd 

(‘Kurana’) dated 15 October 2002 

Pursuant to an Option and Sale Agreement between Ramelius and 

Killoran and Kurana, Killoran and Kurana granted an option to 

Ramelius to purchase the legal and beneficial ownership of the 

tenements (listed above), excluding all rights to any nickel deposits. 

The Agreement provides that Killoran and Kurana retain all rights to 

any nickel deposits subject to: 

• Killoran and Kurana refunding to Ramelius its agreed nickel 

exploration related expenditure on any tenement where a nickel 

deposit is located, and; 

• if Ramelius makes such a discovery of a nickel deposit Killoran and 

Kurana will, in good faith, offer Ramelius the first option to 

participate in that discovery on terms no less favourable than 

offered to a third party. 

The Option was exercised by letter dated 24 March 2003. 

(ii) Letter Agreement between Kurana Pty Ltd and Killoran NL 

(together the “Vendors”) and Pioneer dated 9 September 2003 

By letter agreement dated 9 September 2003, the Vendors agreed to 

sell to Pioneer the nickel rights for the Wattle Dam tenements (listed 

above) and the mining information relating to those tenements. 

The agreement recognises that an Option and Sale Agreement was 

entered into between the Vendors and Ramelius which grants 

Ramelius an option to purchase the Wattle Dam tenements save for 

nickel mineralisation. 

The consideration for the nickel rights is 1,000,000 fully paid 

ordinary shares in Pioneer. The agreement is conditional upon:- 

• Ramelius having maintained those tenements in good standing 

other than its interests under the Option and Sale Agreement; 

• a deed of novation being procured to permit the assignment of all 

of the Vendors’ nickel rights to Pioneer and the protection of 

Pioneer’s nickel rights thereafter; 

• any ministerial consents; and 

• a waiver of pre-emptive rights to purchase the property. 

(iii) Deed Wattle Dam Nickel Rights between Killoran NL, Kurana 

Pty Ltd (together the “Vendors”), Pioneer and Ramelius dated on 

or about 13 October 2003 

By the above Deed, the parties agreed to clarify and confirm the terms 

of the arrangements between them in relation to the nickel rights the 

subject of the tenements and including access to the tenements. 

In particular, the Vendors agreed to assign to Pioneer and Pioneer 

agreed to assume their rights, title and interests under the Ramelius 

Option and Sale Agreement. Ramelius and Pioneer consent to the 

assignment and release and discharge the Vendors from the 

performance of their obligations under the Ramelius Option and Sale 

Agreement. Pioneer will enter into a Deed of Covenant to satisfy the 

terms of the Ancillary Agreement. 

Ramelius has agreed that from completion Pioneer will hold nickel 

(iv) 

rights and is entitled to access the tenements to explore and conduct 

commercial mining of nickel minerals. The parties have also agreed 

on management principles to avoid interference in operations and to 

maintain the tenements in good standing. 

Ancillary Agreement between Heron and Central East Goldfields 

People dated 17 July 2001 

On 17 July 2001 Heron entered into an Agreement with the Central 

East Goldfields People in relation to a number of mining lease 

applications in an area defined to include E28/1223. That agreement, 

amongst other things, makes provision for the Central East Goldfields 

People (registered native title claimants) to consent to the grant of the 

mining lease applications for the purposes of the future act provisions 

of the Native Title Act 1993. 

The Agreement makes provision for assignment of Heron’s interest in 

the Tenements the subject of the Agreement where Heron enters into 

a deed of covenant by which the assignee covenants to observe and be 

bound by the provisions of the Agreement. 

5. LARKINVILLE PROJECT 

Tenements: 

E15/679 E16/269 P15/4435 P15/4436 P15/4437 

P15/4438 P15/4439 P15/4440 E15/689 E15/742 

P15/4213 P15/4214 P15/4464 

(i) 

(ii) 

Farm-In and Joint Venture Agreement between Ramelius 

Resources Ltd (“Ramelius”) and Heron Resources Limited 

(“Heron”) dated 14 May 2002 as varied by Deed of Amendment 

and Waiver dated 24 March 2003 

Ramelius has agreed to farm in to the above listed tenements and form 

a joint venture with Heron to explore for, establish reserves of and 

evaluate reserves of gold and any other minerals, except Nickel 

Deposits. 100% of the rights to Nickel Deposits are retained by 

Heron, subject to Heron refunding Ramelius agreed nickel 

exploration expenditure on any tenement where a nickel deposit is 

located, and if Ramelius discovers a nickel deposit. Heron will offer 

Ramelius the first option to participate on terms no less favourable 

than offered or proposed to third parties. The joint venture 

commenced on 31 March 2003 (being the date of satisfaction of the 

conditions precedent) and requires Ramelius to spend $750,000 to 

earn a 75% equity in the joint venture within four years of the 

Commencement Date. A minimum expenditure of the greater of 

$50,000 or the commitment set by the Department of Mineral and 

Petroleum Resources is required to be expended in each year from the 

commencement date. 

Where there is a conflict between the exploration and mining of 

mineral deposits by Ramelius and exploration and mining of any 

nickel deposit by Heron, the parties are to negotiate to permit each 

party to develop their respective deposits. 

Heron is not obliged to contribute to any expenditure until a decision 

to mine is made. At this time, a production joint venture will begin 

in respect of the identified mineral deposit in which Ramelius has a 

75% interest and Heron a 25% interest. Heron is required to elect to 

contribute to further expenditure or convert to a 2.5% gross 

production of royalty. 

Assignment is permitted, subject to a right of pre-emption. By letter 

dated 24 March 2003 Ramelius agreed to waive any pre-emptive 

rights pursuant to clause 14 of the Agreement to enable Heron to 

assign its interests in the tenements to a third party. 

Ramelius may withdraw from the joint venture or a particular 

tenement at any time after $150,000 expenditure and provided each 

tenement remains in good standing on a pro-rata basis. 

Ramelius is required to draft a comprehensive formal agreement, 

however the Farm-in and Joint Venture Agreement remains binding 

until this is executed. 

Letter Agreement between Ramelius and Heron dated 24 March 

2003 

By exchange of letters dated 7 March 2003 and 24 March 2003 Heron 

agree to waive a condition precedent to the JVA (summarised above) 

that Ramelius raise $4,500,000 by an equity capital raising by 14 May 

2003, on the basis that Ramelius had raised $3,200,000 and Ramelius 

waived it pre-emptive rights pursuant to clause 14 of the JVA. 

SECTION 11 

-59-

SECTION 11 

(iii) Deed of Assignment and Covenant between Ramelius, Heron and 

Pioneer to be dated in or about October 2003 (presently being 

executed by the parties) 

By agreement dated 14 May 2002, Ramelius and Heron entered into 

a Farm-In and Joint Venture Agreement in relation to the Tenements 

as varied by Deed of Amendment and Waiver dated 24 March 2003 

(“JVA”) (summarised above). 

Heron has agreed to assign its interest in the Tenements to Pioneer, 

and Ramelius has consented to the assignment of Heron’s interests to 

Pioneer. The parties are presently executing a Deed of Assignment and 

Covenant to this effect. 

(iii) Declaration of Trust between Heron and Avoca dated on or about 

November 2002 

Pursuant to the Declaration of Trust dated in or about November 

2002 Avoca declares that it holds and will continue to hold E16/269 

in trust for Heron. 

6. LONDONDERRY PROJECT 

Tenement: 

E15/805 

Refer to Tenement Sale Agreement between Heron and Pioneer to be 

dated in or about 17 October 2003 (presently being negotiated between the 

parties). 

7. MAGGIE HAYS LAKE JV PROJECT 

Tenements: 

E63/625 

(i) Refer to Tenement Sale Agreement between Heron and Pioneer to 



(ii) Heads of Agreement between LionOre Australia (Nickel) Ltd 

(“LionOre”) and Heron dated 8 October 2003 

By Heads of Agreement dated 8 October 2003, LionOre was granted 

the right to earn a 70% interest in ELA63/625 by the expenditure of 

$200,000 within four years of the date of grant. 

LionOre may withdraw at any time after expending the minimum 

sum of $50,000 provided any outstanding statutory obligations are 

complied with. 

Upon completion of the farm-in, a joint venture will be formed. At 

this time, Heron must elect to either contribute to expenditure, 

convert its interest to a 20% free-carried interest or convert its interest 

to a 2.5% net smelter return royalty. If Heron fails to elect, it will be 

deemed to convert to the royalty. 

If Heron elects to be 20% free carried, it will be free carried until the 

date of completion of the first feasibility study recommending 

establishment of a mining operation on the exploration area. 

A contributing party’s interest is diluted according to an agreed 

formula in the event an election is made not to contribute to an 

approved program and budget. If a party is otherwise in default, it 

shall be taken to have made an offer to sell at 90% of the value of its 

participating interest. 

The Agreement provides that a Party must not assign the whole or any 

part of its participating interest to any third party unless it gives the 

other party the opportunity to match the offer. This restriction on 

assignment is expressly provided to not apply to an assignment by 

Heron to Pioneer. 

The Heads of Agreement is binding on the parties pending the 

execution of a comprehensive joint venture agreement, if any. 

8. SILVER SWAN NORTHWEST PROJECT 

Tenements: 

E27/169 M24/799 M24/800 E27/294 M27/388 

E27/290 E27/299 E27/300 E27/309 E31/617 

E27/145 

(i) Refer to Tenement Sale Agreement between Heron and Pioneer to 



Regent Resources is a wholly owned subsidiary of Heron, tenements 

are included in the Ternement Sale Agreement between Heron and 

Pioneer dated in or about 17 October 2003. 

(ii) Heads of Agreement between Heron and Avoca dated 20 

December 2001, varied by Deed of Variation dated 29 January 

2002 

Pursuant to the Heads of Agreement Heron granted to Avoca an 

option to acquire certain mineral assets, including the tenements 

noted above, with Heron retaining certain nickel rights. 

(iii) Deed of Assignment and Covenant between Pioneer, Heron and 

Avoca to be dated on or about October 2003 (presently being 

negotiated by the parties) 

Avoca is the titleholder of the tenements E27/145, E27/169, 

M24/799, M24/800, pursuant to the Heads of Agreement 

summarised above, Heron retains the Nickel Rights in the Tenements. 

The parties are currently negotiating an agreement pursuant to which 

Heron will assign all of its obligations, right title and interest in 

relation to the Nickel Rights in the Tenements to Pioneer with effect 

on and from the ASX listing of Pioneer. 

9. BOOMERANG LAKE PROJECT 

Tenements: 

E31/519 E31/575 E31/579 E31/581 

Refer to Tenement Sale Agreement between Heron and Pioneer to be 

dated in or about 17 October 2003 (presently being negotiated between the 

parties). 

10. EXECUTIVE SERVICE AGREEMENT 

Between Pioneer Nickel Limited (“Pioneer”) and David John Crook 

(“Mr Crook”) to be dated in or about October 2003 (presently being 

executed by the parties) 

By Agreement to be dated in or about October 2003 Pioneer agreed to 

engage Mr Crook as managing director of Pioneer and Mr Crook agreed to 

provide the services of a managing director to Pioneer. 

The Agreement will commence on 1 January 2004 and is subject to 

termination in the following circumstances: 

• on 2 months notice by either party; 

• by mutual agreement; 

• if Pioneer determines Mr Crook has failed to meet agreed key 

performance indicators as defined in the Agreement; 

• if Mr Crook commits any act of dishonesty connected with the 

provision of services under the Agreement, becomes bankrupt or unable 

to pay his debts, engages in wilful misconduct or dishonesty connected 

with the provision of services under the Agreement, is convicted of an 

indictable offence during the term of the Agreement, is in ill-health, 

dies or becomes of unsound mind, or if he is removed from office 

pursuant to Pioneer’s Constitution or the Corporations Act; 

• if Pioneer enters in any deed of arrangement or is placed under the 

control of a receiver or external administration then Mr Crook may 

terminate effective immediately upon serving notice; or 

• if either party is in default of its obligations under the Agreement and 

serves a notice not remedied by the defaulting party within 14 days. 

Pioneer agrees to remuneration made up of an annual salary of $169,800 

(inclusive of superannuation), reimbursement for all out of pocket expenses 

properly incurred by Mr Crook in the performance of services under the 

Agreement, and performative incentives as the Board of Pioneer may in its 

absolute discretion determine. 

-60-


11. PATERSON ORD MINNETT MANDATE LETTER 

By Proposal and Mandate Letter dated 9 October 2003, the terms and 

conditions to assist Pioneer Nickel Limited (“Pioneer” or “the Company”) 

with a capital raising whereby Patterson Ord Minnett Limited (“Patersons 

or Lead Manager”) would be appointed and act as lead manager were agreed. 

The terms and conditions are as follows:- 

The fees and expenses are: 

• Lead Manager fee of $60,000 payable to Patersons on listing on the 

ASX; 

• Management fee of 1% on the total funds raised by the Issue payable to 

Patersons; 

• Lodgment fee of 4% on all applications lodged with a broker stamp. 

• Patersons will pass on the full lodgment fee to any Licenced Securities 

Dealer that lodges stamped applications that are subsequently accepted 

in the IPO. 

• Pioneer shall reimburse all expenses reasonably incurred by Patersons 

arising out of and in conjunction with the proposed issue. In the event 

that the IPO issue does not proceed out of pocket expenses incurred will 

be reimbursed. 

• In the event that the IPO does not proceed within 4 months of signing 

this mandate or the mandate is terminated Patersons will be entitled to 

the Lead Manager fee of $60,000, above and shall also be entitled to the 

reimbursement of any incurred or accrued expenses up to the date of 

termination. 

Under the terms of the Mandate, the Company has given an indemnity in 

favour of Paterson’s, its associated related companies, its directors, agents 

and staff in relation to the Mandate and performance of the services the 

subject of the Mandate. 

Patersons may terminate this Mandate, if any one or more of the following 

events occur, in its sole and absolute opinion: 

• the Australian equity capital market conditions and/or ASX trading 

conditions and/or ASX trading conditions are such that they are not, in 

the bona fide judgement of Patersons, conducive to the successful 

completion of this Mandate or other events beyond the control of either 

Pioneer or Patersons are so material and adverse as to make it 

impracticable or inadvisable to proceed with the IPO terms and in the 

manner contemplated herein; 

• if Heron shareholders do not support the issue in the manner generally 

contemplated by the Company, and there is insufficient demand from 

the other investors to subscribe for at least $2.7m of the issue; 

• if there is a false or misleading statement in the prospectus or a material 

omission in the prospectus; 

• there is introduced, or there is a public announcement of a proposal to 

introduce, into the parliament of Australia or any state of Australia, a 

new law, or the Reserve Bank of Australia, any federal or state authority 

of Australia adopts or announces a proposal to adopt a new policy 

(other than a law or policy which has been announced before the date 

of this Mandate), any of which does or is likely to prohibit or regulate 

financial institutions or credit providers, capital issues or stock markets; 

• any of the following occur: 

• A director of the Company is charged with an indictable offence 

relating to any financial or corporate matter; 

• Any government agency commences any public action against the 

Company or any of its directors in their capacity as a director of the 

Company or announces that it intends to take such action; 

• Any director of the Company is disqualified from managing a 

corporation under the Corporations Act; 

• the office of a director of the Company is vacated by force of section 

206C of the Corporations Act; 

• default by the Company of any term of this Mandate; 

• the occurrence of any calamity or crisis or any change in financial, 

political, or economic conditions or currency exchange rates or metal 

prices or controls in Australia; 

• if the IPO shares are not admitted to quotation within three (3) months 

from the date of the lodgment of the prospectus. 

Patersons’ appointment may be terminated by Pioneer Nickel at any time 

with written notice. Should the mandate be suspended by mutual agreement 

due to market circumstances, the termination fee will be rebated against any 

future fees payable to Patersons by Pioneer in the 12 months following the 

initial termination. 

If Pioneer terminates Patersons’ appointment and within 12 months from 

the date of such termination undertakes an IPO or backdoor listing 

involving an equity capital raising then Pioneer must pay Patersons a fee 

equivalent to the management fee that would have been payable to Patersons 

as if the fundraising had been undertaken in accordance with the mandate. 

12. PIONEER / HERON PRE-EMPTIVE RIGHT AGREEMENT 

By Letter Agreement to be dated in or about October 2003 (presently being 

negotiated between the parties) Pioneer grant to Heron a pre-emptive right to 

Nickel Laterite Ore on the following Tenements: 

E15/00718 M15/01101 P15/03632 M15/01264 P15/03637 

P15/03638 M15/01263 15/03767 M15/01323 P15/03873 

M15/01338 15/04479 E63/00845 E63/00846 E63/00847 

E63/00849 

SECTION 11 

-61-

SECTION 12 

A1212.1 Rights and Liabilities attaching to Shares 

Shares 

Full details of the rights and liabilities attaching to the Shares are: 

• detailed in the Constitution, a copy of which can be inspected, free of 

charge, at the registered office of the Company during normal business 

hours; and 

• in certain circumstances, regulated by the Corporations Act, ASX 

Listing Rules and the general law. 

The following is a summary of the material rights and liabilities attaching to 

the Shares. This summary is not exhaustive and does not constitute a 

definitive statement of the rights and liabilities of shareholders. To obtain 

such a statement, persons should seek independent legal advice. 

Voting Rights 

Subject to any rights or restrictions for the time being attached to any class 

or classes of Shares, at a general meeting of Shareholders every Shareholder 

present has one vote on a show of hands and one vote per Share on a poll. 

The person who holds a Share which is not fully paid shall be entitled to a 

fraction of a vote equal to that proportion of a vote that the amount paid on 

the relevant Share bears to the total issue price of the share. 

Dividends 

Subject to the rights of holders of Shares issued with any special rights (at 

present there are none), the Directors may resolve to pay dividends, but only 

out of profits of the Company, and among the holders of partly paid shares 

in proportion to the amounts paid (not credited as paid) of the total 

amounts paid or payable including amounts credited) on the Shares in 

respect of which the dividend is paid. All Shares currently on issue are fully 

paid shares. 

Future Issues 

Subject to the Constitution of the Company, the Corporations Act and ASX 

Listing Rules, the Company (under the control of the Directors) may allot, 

issue and grant options over the unissued shares in the Company at the 

times and on the terms and conditions that the Directors resolve. The 

Company may issue preference shares and the Company may, by ordinary 

resolution, convert all or any of its Shares into a larger or smaller number. 

The Company may reduce its share capital and may buy back shares in itself. 

Transfer of Shares 

A Shareholder may transfer shares by a proper SCH transfer (as defined in 

the Corporations Act) or any other method of transferring or dealing in 

shares introduced by ASX or operated in accordance with the SCH Business 

Rules or the Listing Rules; or by an instrument in writing in any usual or 

common form or in any form approved by the Directors. 

The Directors of the Company may refuse to register any transfer of Shares, 

other than a proper SCH transfer, where any applicable law permits the 

Company to do so. The Company must not prevent delay or interfere with 

the registration a proper SCH transfer of Shares or any other transfer of 

Shares. 

Subject to ASX Listing Rules and SCH Business Rules, while the Company 

is a listed company, the Board may close the register for registration of 

transfers during such times as the Directors may determine, not exceeding 

30 days in each calendar year or any one period of more than 5 consecutive 

business days. 

Meetings and Notices 

Each Shareholder is entitled to receive notice of, and to attend, general 

meetings for the Company and to receive all notices, accounts and other 

documents required to be sent to shareholders under the Constitution, the 

Corporations Act or ASX Listing Rules. 

Shareholders may requisition meetings in accordance with the Corporations 

Act or the Constitution. 

Winding Up 

Subject to the Constitution and rights and restrictions attached to any 

Shares (at present there are none), Shareholders will be entitled, in a winding 

up, to any surplus assets of the Company in the proportion which the 

amount paid on the Shares bears to the total amount paid or payable of the 

Shares of all Shareholders. 

If the Company is wound up, the liquidator may, with the sanction of a 

special resolution of the Shareholders: 

• distribute among the Shareholders the whole or any part of the property 

of the Company; and 

• decide how the distribution is to be carried out as between the 

Shareholders or different classes of shareholders. 

Unmarketable Parcels 

The Constitution provides for the sale of unmarketable parcels subject to 

any applicable law and provided an elimination notice is given to the 

minority Shareholders stating that the Company intends to sell or dispose 

of their relevant securities unless a notice of retention is received by a 

specified date. 

Proportional Takeover Bid 

Where offers have been made under a proportional takeover bid, the 

Directors must convene a meeting of those persons entitled to vote to pass 

a resolution to approve the proportional takeover bid. 

Shareholder Liability 

All the Shares issued by the Company are fully paid shares, they are not 

subject to any calls for money by the Directors and will therefore not 

become liable for forfeiture. 

Alteration to the Constitution 

The Constitution can only be amended by a special resolution passed by at 

least three quarters of Shareholders present and voting at the general 

meeting. At least 28 days written notice specifying the intention to propose 

the resolution as a special resolution must be given. 

ASX Listing Rules 

If the Company is admitted to the Official List, then despite anything in the 

Constitution, if ASX Listing Rules prohibit an act being done, the act must 

not be done. Nothing in the Constitution prevents an act being done that 

ASX Listing Rules require to be done. If ASX Listing Rules require an act 

to be done or not to be done, authority is given for that act to be done or 

not to be done (as the case may be). If ASX Listing Rules require the 

Constitution to contain a provision or not to contain a provision the 

Constitution is deemed to contain that provision or not to contain that 

provision (as the case may be). If a provision of the Constitution is or 

becomes inconsistent with the ASX Listing Rules, the Constitution is 

deemed not to contain that provision to the extent of the inconsistency. 

12.2 Rights and Liabilities attaching to Options 

Each Option on issue entitles the holder to subscribe for a Share at an issue 

price of $0.25. The Options are unlisted. 

The Options are exercisable at any time prior to 5.00pm WST 31 December 

2007 (“Expiry Date”) by notice in writing to the Directors accompanied by 

payment of the exercise price. 

These Options are not transferable other than to permitted nominees. 

Shares allotted and issued pursuant to the exercise of Options will be allotted 

and issued not more than 10 business days after receipt of a properly 

executed notice of exercise of the Option and payment of the requisite 

application monies. 

Shares issued upon exercise of the Options will rank equally in all respects 

with the Company’s then existing ordinary Shares subject to any relevant 

escrow restrictions that may apply. 

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 

or made 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 10 business days after the 

issue is announced. This will give optionholders the opportunity to exercise 

their Options prior to the date for determining entitlements to participate 

in any such issue. 

dditional Information 

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In the event of a bonus issue, the number of Shares over which the Option 

is exercisable will be increased by the number of Shares the holder would 

have received if the Option had been exercised before the record date. 

In the event of any reorganisation of the issued capital of the Company on 

or prior to the Expiry Date, the rights of an optionholder will be changed to 

the extent necessary to comply with the applicable ASX Listing Rules at the 

time of the reorganisation. 

The 3,500,000 Options to be issued to Directors, management and Heron 

employees, are issued on the same terms as detailed above, however, they are 

subject to the following further restrictions. The Options expiry date is 31 

December 2007 and cannot be exercised before the expiration of 24 months 

from the issue date. These conditions are waived in the event of a takeover 

offer being made for the Company or after a change of control event has 

occurred. The Options lapse within 3 months after resignation of the 

relevant person from the Company and automatically in the event of a 

dismissal of the relevant person for causes or voluntary resignation in these 

circumstances. 

12.3 Company Details 

The Company was incorporated on 17 January 2003, the long-term aim of 

conducting successful exploration and mining predominantly in Western 

Australia. The Directors expect Pioneer will be taxed in Australia as a public 

company. The financial year of the Company ends on June 30 annually. 

12.4 Tax Considerations 

It is not appropriate to set out taxation implications for Australian resident 

individual investors based on the current law in the Prospectus. Investors, 

and in particular, non-Australian residents, should seek their own advice in 

relation to their particular taxation situation. 

12.5 Corporate Governance 

The Board’s primary role is the protection and enhancement of long-term 

shareholder value. Good corporate governance is essential to this process. 

The Board is responsible for the overall corporate governance of the 

Company including its strategic direction, establishing and achieving 

objectives, monitoring the assessing risk and optimising performance. The 

following is a summary of Pioneer’s corporate governance policy. 

Composition of Board 

The composition of the Board is determined using the following principles 

and guidelines: 

• The Board should comprise at least 3 Directors and should maintain a 

majority of Non-Executive Directors; 

• The Board should comprise Directors with an appropriate range of 

qualifications and expertise; 

• The Board shall meet at least monthly; and 

• The selection of the Board members shall always be for the purpose of 

their ability to add value to Pioneer. 

The Company’s Constitution provides that one third of the Directors, 

excluding the Managing Director, shall retire by rotation annually. Retiring 

Directors are eligible for re-election at the annual general meeting. The 

Directors are not required to hold any qualifying shares. 

Board Responsibilities 

The Board has documented the roles and responsibilities of each Director to 

facilitate board and management accountability (Refer Section 2.1 of this 

Prospectus). 

The Board will meet once a year to review its own performance. The 

Chairman will review the performance of the Managing Director annually. 

Evaluations are based on specific criteria, including whether strategic and 

operational objectives are being met. 

Committees of the Board 

The Company does not have any formally constituted committees of the 

Board. The Directors consider that the Company is not of a size nor are its 

affairs of such complexity as to justify the formation of special or separate 

committees. 

Internal Control Framework 

The Board has instigated an internal control framework that covers the 

following areas: 

• There is a comprehensive budgeting system with an annual budget 

approved by the Directors. 

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• There is a formal monthly reporting process, with Board review of 

significant issues. 

• Procedures are in place to ensure that price sensitive information is 

reported to ASX in accordance with continuous disclosure 

requirements. 

Compensation Arrangements 

The maximum aggregate amount payable to Non-Executive Directors as 

Directors’ fees has been set at $200,000. The Constitution provides that 

this amount can only change pursuant to a resolution at a general meeting. 

The Board reviews the remuneration packages and policies applicable to 

Directors and senior staff on an annual basis. Remuneration levels are 

competitively set to attract the most qualified and experienced Directors and 

personnel. Details of the Managing Director’s employment contract are 

disclosed in Section 11 of this Prospectus. 

Independent Professional Advice 

Each Director has the right, in appropriate circumstances, to seek 

independent professional advice at the Company’s expense for which the 

prior approval of the Chairman is required and is not unreasonably 

withheld. 

Risk Management 

The Board monitors and receives advice on areas of operational and 

financial risk, and considers strategies for appropriate risk management 

arrangements. The Directors recognise that mineral exploration is 

inherently risky (Refer Section 6 of this Prospectus). 

Ethical Standards 

The Board acknowledges the need for continued maintenance of the highest 

standard of corporate governance practice and ethical conduct by all 

Directors and employees of Pioneer. A code of conduct to guide the 

Directors and management will be implemented to promote ethical and 

responsible decision–making. The Directors also propose to develop a code 

of conduct to recognise and govern policy in relation to the legitimate 

interests of other stakeholders. 

Dealings in Securities of Pioneer 

The Constitution permits Directors to acquire shares in Pioneer. Company 

policy prohibits Directors from dealing in Pioneer shares whilst in 

possession of price sensitive information. Directors must notify the 

Company Secretary once they have bought or sold shares in Pioneer or 

exercised options over ordinary shares. 

Directors must obtain the approval of the Chairman or Managing Director 

before they buy or sell shares in Pioneer. In accordance with the provisions 

of the Corporations Act and the ASX Listing Rules, Pioneer on behalf of the 

Directors must advise the ASX of any transactions conducted by them in 

shares and/or options in Pioneer. 

12.6 Director & Officer Protection Deeds 

The Company, has entered into Director & Officer Protection Deeds 

(“Deed”) with each Director and the Company Secretary (“Officers”). 

Under the Deed, the Company indemnifies the officers to the maximum 

extent permitted by law and the Constitution against legal proceedings, 

damage, loss, liability, cost, charge, expense, outgoing or payment 

(including legal expenses on a solicitor/client basis) suffered, paid or 

incurred by the officers in connection with the officers being an officer of 

the Company, the employment of the officer with the Company or a breach 

by the Company of its obligations under the Deed. 

Also pursuant to the Deed, the Company must insure the officers against 

liability and provide access to all board papers relevant to defending any 

claim brought against the officers in their capacity as officers of the 

Company. 

12.7 Interests of Directors 

Other than as set out below or elsewhere in this Prospectus, no Director or 

proposed Director holds at the date of this Prospectus, or held at any time 

during the last 2 years before the date of lodgement of this Prospectus with 

ASIC, any interest in: 

a) the formation or promotion of the Company; or 

b) any property acquired or proposed to be acquired by the Company in 

connection with its formation or promotion of the Company, or 

c) the Offer. 

SECTION 12

SECTION 12 

Holdings of Directors 

As at the date of this Prospectus, the Directors have relevant interests in the 

following Shares and unlisted Options: 

Options 

Director Shares Unlisted 

CL Readhead - 500,000 1 

DJ Crook 400,000 1,000,000 1 

IJ Buchhorn 1,000,000 300,000 1 

A Trench - 300,000 1 

Total 1,400,000 2,100,000 

1 

Messrs Readhead, Crook, Buchhorn and Trench’s unlisted options were 

approved at an Annual General Meeting held on 25 September 2003. Each 

option is exercisable at 25 cents each and expires on 31 December 2007. 

Messrs Readhead, Buchhorn and Trench and their related parties hold shares 

in Heron Resources Limited and in accordance with Section 3.3 will be 

entitled to receive Pioneer In Specie Shares on an approximate 1 for 8 basis 

(within 6 to 24 months of the Company listing) if they are registered as a 

shareholder in Heron Resources Limited on 28 October 2003. 

Based upon their Heron Resources Limited shareholding as at the date of 

lodging this Prospectus and assuming they retain their interest in these 

shares at 28 October 2003, their entitlement to the Pioneer In-Specie Shares 

will be approximately as follows: 

Heron Resources Limited Proposed Entitlement to 

Director Shareholding 2 Pioneer In Specie Shares 

CL Readhead 235,750 29,468 

DJ Crook - - 

IJ Buchhorn 34,711,155 4,338,894 

A Trench 45,000 5,625 

2 

Messrs Readhead, Crook, Buchhorn and Trench and their related parties 

were also entitled to subscribe to further Heron Resources Limited shares 

under a 1 for 10 entitlements issue offer which closed on 14 October 2003. 

The shares subscribed for under this entitlements issue offer have not been 

issued. Accordingly the above Heron Resources Limited shareholdings held 

by the Directors may increase which will result in their entitlement to 

Pioneer In Specie Shares also increasing. 

In addition the above, Directors via their Heron Resources Limited 

shareholding will have a priority allocation to Shares offered under this 

Offer and it is their intention to participate in the Offer. 

Remuneration of Directors 

The Constitution provides that the remuneration of Non-Executive 

Directors will be not more than the aggregate fixed sum determined by a 

general meeting of Shareholders. The aggregate remuneration has been set 

at an amount of $200,000 per annum (including superannuation). 

Non-Executive Directors are also entitled to be paid reasonable travelling, 

accommodation and other expenses incurred as a consequence of their 

attendance at meetings of Directors and otherwise in the execution of their 

duties as Directors. 

The remuneration of Executive Directors will be fixed by the Directors and 

may be paid by way of fixed salary. 

12.8 Interests of Experts and Advisers 

Except as disclosed in this Prospectus, no expert, promoter or any other 

person named in this Prospectus as performing a function in a professional 

advisory or other capacity in connection with the preparation or distribution 

of the Prospectus, nor any firm in which any of those persons is or was a 

partner nor any company in which any of those persons is or was associated 

with, has now, or has had, in the 2 year period ending on the date of this 

Prospectus, any interest in: 

a) the formation or promotion of the Company; or 

b) property acquired or proposed to be acquired by the Company in 

connection with its formation or promotion or the Offer under this 

Prospectus; or 

c) the Offer under this Prospectus. 

Except as disclosed in this Prospectus, no amounts of any kind (whether in 

cash, securities or otherwise) have been paid or agreed to be paid to any 

expert, promoter or any other person named in this Prospectus as 

performing a function in a professional advisory or other capacity in 

connection with the preparation or distribution of the Prospectus, or to any 

firm in which any of those persons is or was a partner or to any company in 

which any of those persons is or was associated with, for services rendered 

by that person in connection with the formation or promotion of the 

Company or the Offer under this Prospectus. 

Pullinger Readhead Stewart has acted as solicitors to the Offer and in that 

capacity has been involved in undertaking due diligence enquiries for the 

preparation of the Prospectus and providing legal advice to the Company in 

relation to the Offer. In respect of this work, the Company will pay 

approximately $30,000 for services in relation to the Prospectus. Pullinger 

Readhead Stewart has provided other professional services to the Company 

during the last ten months for a total of $15,000. 

Snowden Corporate Services Pty Ltd has prepared the Independent 

Consulting Geologist’s Report included in this Prospectus. In respect of this 

work, the Company has agreed to pay approximately $20,000. 

McKenzie Lalor has acted as Independent Solicitor Mineral Titles to the 

Offer and in that capacity has prepared the Independent Solicitor’s Report 

included in Section 9 of this Prospectus. In respect of this work, the 

Company will pay approximately $8,000 for services in relation to the 


Butler Settineri Securities Pty Limited has acted as the Investigating 

Accountant to the Offer and in that capacity has prepared the Investigating 

Accountant’s Report included in this Prospectus. In respect of this work, the 

Company will pay $15,000. Butler Settineri has provided auditing and 

other services to the Company since the incorporation and these fees have 

been paid by Heron. Butler Settineri has also agreed to act as auditors to the 

Company and will be paid additional fees for rendering these and other 

services. 

12.9 Consents 

Each of the Parties referred to in this Section: 

a) does not make, or purport to make, any statement in this Prospectus, or 

on which a statement made in this Prospectus is based other than as 

specified in this Section; and 

b) to the maximum extent permitted by law, expressly disclaims and takes 

no responsibility for any part of this Prospectus other than a reference 

to its name and a statement included in the Prospectus with the consent 

of that party as specified in this Section. 

Snowden Corporate Services Pty Ltd has given its written consent to being 

named as the Independent Consulting Geologist to the Company and to the 

inclusion of the Geologist’s Report in Section 8 of this Prospectus in the 

form and context in which the report is included and all statements referring 

to that report in the form and context in which they appear. Snowden 

Corporate Services Pty Ltd has not withdrawn its consent prior to the 

lodgement of this Prospectus with ASIC. 

Pullinger Readhead Stewart has given its written consent to being named as 

solicitor to the Company and to the inclusion of the Material Contracts in 

Section 11 of this Prospectus in the form and context in which the report is 

included and all statements referring to that report in the form and context 

in which they appear. Pullinger Readhead Stewart has not withdrawn its 

consent prior to lodgement of this Prospectus with ASIC. 

McKenzie Lalor has given its written consent to being named as 

Independent Solicitor and to the inclusion of the Independent Solicitor’s 

Report in Section 9 of this Prospectus in the form and context in which the 

report is included and all statements referring to that report in the form and 

context in which they appear. McKenzie Lalor has not withdrawn its 

consent prior to lodgement of this Prospectus with ASIC. 

Butler Settineri has given its written consent to be named as Auditor to the 

Company in this Prospectus. Butler Settineri Securities Pty Limited has 

given its written consent to be named as the Investigating Accountant and 

to the inclusion of the Investigating Accountant’s Report in Section 10 of 

this Prospectus in the form and context in which the report is included and 

all statements referring to that report in the form and context in which they 

appear. Butler Settineri Securities Pty Limited has not withdrawn its consent 

prior to the lodgement of this Prospectus with ASIC. 

Paterson Ord Minnett Ltd has given and has not, before the date of this 

-64-


Prospectus, withdrawn its consent to be named as the Lead Manager to the 

Offer in the form and context of which it is named in this Prospectus. 

Paterson Ord Minnett Ltd did not authorise or cause the issue of the 

Prospectus nor was it involved in the preparation of any part of this 

Prospectus and makes no express or implied representation or warranty in 

relation to the company, this Prospectus for the Offer. 

Southern Geoscience Consultants Pty Ltd has given its written consent to 

being named as a Geophysical Consultant in this Prospectus and has not 

withdrawn its consent prior to the lodgement of this Prospectus with ASIC. 

New Exco Pty Ltd has given its written consent to being named as a 

Consultant Geologist in this Prospectus and has not withdrawn its consent 

prior to the lodgement of this Prospectus with ASIC. 

For the purposes of the Corporations Act, notwithstanding that it may be 

referred to elsewhere in the Prospectus, Security Transfer Registrars Pty Ltd 

has not been involved in the preparation of any part of the Prospectus nor 

has it authorised or caused the issue of any part of this Prospectus and does 

not accept any liability to any person in respect of any false or misleading 

statement in, or omission from, any part of the Prospectus. 

12.10 Litigation 

Litigation searches confirm that there is no other litigation against the 

Company or instituted by the Company. To the knowledge of the Directors 

there is no other litigation threatened against the Company and no litigation 

threatened by the Company. 

12.11 Expenses of the Offer 

The expenses connected with the Offer includes brokerage fees payable to 

the Lead Manager and other Brokers, fees of the Investigating Accountant, 

Independent Solicitor and Independent Geologist, printing, listing fees, 

postage and advertising and other miscellaneous expenses. 

Estimated Offer expenses are summarised as follows: 

Paterson Ord Minnett Ltd & other brokers $285,000 

Snowden Corporate Services Pty Ltd $20,000 

Butler Settineri Securities Pty Ltd $15,000 

McKenzie Lalor $8,000 

Pullinger Readhead Stewart $30,000 

Printing, postage $52,000 

Listing and Lodgement Fees $34,000 

Other Offer Costs (Stamp duty, insurance, legals) $141,000 

Total $585,000 

Heron has been funding Pioneer’s exploration and administrative costs via 

an unsecured interest-free loan. As at 31 July 2003, the loan balance owing 

was $109,250. 

In addition Heron has agreed to provide exploration and administration 

services as a management fee to Pioneer on the basis of $25,000 a month 

from 1 September 2003 for up to a four month period. 

The loan and management fee will be paid upon listing from the proceeds 

of the Offer. 

SECTION 13 

12.12 Enquiries 

Enquiries regarding this Prospectus may be directed to: 


Telephone: (08) 9091 6974 

Email: pioneer@pioneerresources.com.au 

Paterson Ord Minnett 

Web: www.patersonord.com.au 

D13 

irector’s Statement 

Each Director has consented to the lodgement of this Prospectus with ASIC and has not withdrawn that consent. 

Dated: 17 October 2003 

Signed for and on behalf of Pioneer Nickel Limited 

David Crook 

Managing Director 

-65-

SECTION 14 

G14 

lossary 

SECTION 14 

FINANCIAL AND CORPORATE TERMS 

$ means Australian dollars. All amounts in this Prospectus are in 

Australian dollars unless otherwise stated. 

Applicant means a person who submits an Application Form under this 


Application Form means the application form accompanying this 


ASIC means the Australian Securities and Investments Commission. 

ASX means Australian Stock Exchange Limited. 

ASX Listing Rules means the official listing rules of ASX and any other 

rules of ASX which apply while the Company is a listed company, each as 

amended or replaced from time to time except to the extent of any express 

written waiver by ASX. 

Pioneer or the Company means Pioneer Nickel Limited (ABN 44 103 

423 981). 

Board means the Board of Directors as constituted from time to time. 

Business Day means Monday to Friday inclusive, except New Year’s Day, 

Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other 

day that ASX declares is not a business day. 

CHESS means the ASX Clearing House Electronic Sub-registry System. 

Closing Date means the last date of receipt of completed Application 

Forms for the Offer which is 5:00 pm WST on 21 November 2003 or 

such other date and time as the Directors, in conjunction with the Lead 

Manager, in their absolute discretion, may determine. 

Constitution means the Constitution of the Company dated 25 

September 2003. 

Corporations Act means the Corporations Act of Australia 2001 

(Commonwealth). 

Directors means the Directors of the Company. 

Exposure Period means the period of 7 days after the date of lodgement 

of this Prospectus, which period may be extended by ASIC by not more 

than 7 days pursuant to Section 727(3) of the Corporations Act. 

Heron means Heron Resources Limited (ABN 30 068 263 098). 

IPO means Initial Public Offering by the Company pursuant to this 


Issue Price means $0.20 per Share. 

Lead Manager means Paterson Ord Minnett Limited (ABN 69 008 896 

311). Member Corporation of Australian Stock Exchange Limited. 

Mandate Agreement means the Lead Manager Agreement entered into 

by the Company and the Lead Manager dated 9 October 2003. 

Nickel Laterite means nickel occuring as an oxidised hydrated iron oxide 

and clay assemblage overlying weathered ultramafic rock. Nickel is 

extracted through hydrometallurgical processes involving pressure acid 

leach, such as Murrin Murrin in WA. Nickel laterite is associated with 

cobalt. 

Nickel Sulphide means nickel occuring as a sulphide mineral, typically 

pentlandite, in a host which is unoxidised fresh green mafic to ultramafic 

rock. Nickel Sulphide minerals may be extracted from the host rock as a 

concentrate, and sold to traditional Nickel Sulphide pyrometallurgical 

smelters, such as Kalgoorlie Nickel Smelter in WA. Nickel sulphide 

typically has associated copper, gold, cobalt and PGMs. 

Official List means the official list of ASX. 

Official Quotation has the same meaning as in the ASX Listing Rules. 

Offer means the invitation to apply for Shares under this Prospectus. 

Opening Date means the first date for receipt of completed Application 

Forms which is 9:00am WST on 24 October 2003. 

Option means an option to subscribe for a Share subject to the terms and 

conditions set out in Section 12.2 of this Prospectus. 

Pioneer In Specie Shares means Shares issued pursuant to the Tenement 

Sale Agreement, whereby Pioneer must issue up to 15,000,000 ordinary 

Shares at a deemed issue price of $0.024 per share to Heron to be 

distributed to Heron's shareholders for no cost as a distribution in specie 

on a pro rata basis. 

Precious Metal means gold, silver and platinum group metals ruthenium, 

rhodium, palladium, osmium, iridium and platinum. The metals are 

chemically inert, malleable, dense and used in jewellery, electronics and 

catalysts, and are of high unit value. 

Prospectus means this Prospectus dated 17 October 2003. 

Record Date means the date at which the Heron Resources Limited 

shareholders, who are registered as shareholders, will be entitled to 

participate in the Priority Pool allocation pursuant to Section 3.3 of this 


SCH Business Rules means the Securities Clearing House Business 

Rules and any other rules of ASX Settlement and Transfer Corporation Pty 

Limited which apply while the Company is an issuer of CHESS Approved 

Securities, each as amended or replaced from time to time. 

Share means an ordinary Share in the capital of the Company. 

Shareholder means the holder of ordinary Shares in the capital of the 

Company. 

Vendor Option means an Option in the capital of the Company issued 

to the vendor of mineral properties to the Company, such Options to be 

held in escrow as determined by ASX. 

Vendor Share means an ordinary Share in the capital of the Company 

issued to the vendor of mineral properties to the Company, such Shares to 

be held in escrow as determined by ASX. 

WST means Western Australian Standard Time. 

-66-


ABN 44 103 423 981 

APPLICATION FORM 

(Accompanying the Prospectus dated 17 October 2003) 

A I/We apply for 

B I/We lodge full Application Monies of 

ORDINARY SHARES IN PIONEER NICKEL LIMITED 

AT $0.20 PER SHARE (minimum 10,000 Shares and 

then in multiples of 1,000 Shares) 

Broker’s Stamp 

$ 

Broker’s Code 

Adviser’s Code 

C Full Name (PLEASE PRINT) 

TITLE, GIVEN NAME(S) (NO INITIALS) OR COMPANY NAME 

SURNAME / ACN / ABN 

JOINT APPLICANT #2 OR DESIGNATED ACCOUNT EG 

JOINT APPLICANT #3 OR DESIGNATED ACCOUNT EG 

D Postal Address (PLEASE PRINT) 

STREET NUMBER, STREET 

SUBURB / TOWN STATE POST CODE 

E Contact Name 

EMAIL 

TELEPHONE NUMBER - BUSINESS HOURS 

( ) 

TELEPHONE NUMBER - AFTER HOURS 

( ) 

F CHESS HIN (if applicable) 

G Tax File Number or Exemption Applicant #2 Applicant #3 

H Cheque Details 

All cheques should be made payable to “Pioneer Nickel Limited Share Offer Account” and crossed “Not Negotiable” 

DRAWER BANK BSB ACCOUNT NUMBER AMOUNT OF CHEQUE 

I Declarations 

This Application Form does not need to be signed. By lodging this Application Form and a cheque for the application monies this 

Applicant hereby: 

(1) declares that I/we have received personally a copy of this Prospectus accompanied by or attached to this Application Form 

or a copy of the Application Form or a direct derivative of the Application Form before applying for Shares; 

(2) applies for the number of Shares in this Application Form; 

(3) agrees to be bound by the terms and conditions set out in the Prospectus and by the Constitution of the Company; and 

(4) authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions.


INSTRUCTIONS TO APPLICANTS 

A and B Application for Shares 

To calculate application money due, multiply the number of Shares that have been applied for by $0.20. Applications must be for be a minimum of 

10,000 Shares and in multiples of 1,000 Shares thereafter. Please forward the completed Application Form and cheque to Paterson Ord Minnett: 

By post to: or In person at: or 

Paterson Ord Minnett, Level 23 Exchange Plaza, 63 Hannan Street 

GPO BOX W2024, 2 The Esplanade, KALGOORLIE 

PERTH WA 6846 PERTH WA 6000 WA 6430 

Applications must be received by the Closing Date. 

C Name of Applicant 

Write the Applicants FULL NAME in Box C. This must be either an individuals name or the name of a company. If a company please also include its 

ACN/ABN. Please refer to the bottom of this page for the correct form of registrable title. Applicants using the incorrect form of name may be rejected. 

If an Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of 

the Directors as to whether to accept an Application Form, and how to construe, amend or complete it, shall be final. An Application Form will not 

however, be treated as having offered to subscribe for more Shares than is indicated by the amount of the accompanying cheque for the application 

monies referred to in Box B. 

Joint Applicants and/or Account Designations 

If JOINT APPLICANTS are applying or an ACCOUNT DESIGNATION is required, complete Box C. Please refer to the bottom of this page for 

instructions on the correct form of registrable title. Up to three joint Applicants may register. 

D Address 

Enter the Applicant’s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town. 

E Contact Details 

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the 

Application Form. 

F CHESS Details 

If you are sponsored in CHESS by a stockbroker or other CHESS Participant enter your Holder Identification Number ("HIN"). 

G Tax File Number or Exemption 

An Applicant is not obliged to quote his or her Tax File Number ("TFN"). However, in cases where no TFN is quoted, the Company must deduct tax 

from any dividends payable (to the extent that they are not franked) at the top personal marginal tax rate plus the Medicare levy. 

H Payment Details 

Payment must be made in Australian currency by cheque or bank cheque drawn on an Australian bank. The amount of the cheque should agree with 

the amount shown in Box B of the Application Form. Cheques are to be made payable to "Pioneer Nickel Limited Share Offer Account" and should 

be crossed "Not Negotiable". Cash should not be forwarded. Similarly payment made direct to the Company’s bank account may not be accepted. 

I Declarations 

By completing the Application Form, the Applicant will be taken to have made to the Company the declarations and statements therein. The Application 

Form does not need to be signed. 

CORRECT FORMS OF REGISTRABLE TITLE 

Note that ONLY legal entities are allowed to hold securities. Application Forms must be in the name(s) of a natural person(s), companies or other legal 

entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Application Forms cannot be 

completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below. 

TYPE OF INVESTOR CORRECT FORM OF REGISTRABLE TITLE INCORRECT FORM OF REGISTRABLE TITLE 

Trusts Mr John David Smith John Smith Family Trust 

 

Deceased Estates Mr John David Smith Michael Peter Smith (Deceased) 

 

Partnerships Mr John David Smith and John Smith & Son 

Mr Michael Peter Smith 

 

Clubs/Unincorporated Bodies Mr John David Smith Smith Investment Club or 

 

ABC Tennis Association 

Superannuation Funds John Smith Pty Ltd John Smith Superannuation Fund

Above: Rock workings, Caudrey’s Prospect, Bald Hill in the Western Heazlewood Complex. A.M.Reid, Photo, 1921.

21 Close Way 


Telephone: (08) 9091 6974 

Facsimile: (08) 9022 2294 

Email: pioneer@pioneernickel.com.au 

Website: http://www.pioneernickel.com.au 

Higginsville Project 

Eucalypt woodland abutting the Jimberlana Dyke. 

Typical landscape in Pioneer’s Eastern Goldfields exploration province. 

Design by Reynolds Graphics, Kalgoorlie. Printing by Vanguard Press, Perth.

Pioneer Nickel Limited Prospectus - Pioneer Resources Limited

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